##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    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 1-33825
 El Paso Pipeline Partners, L.P.
  Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    26-0789784
(I.R.S. Employer
Identification No.)El Paso Building1001 Louisiana StreetHouston, Texas
    
    77002(Address of Principal Executive Offices)
    
    (Zip Code)
 Telephone Number: (713) 420-2600
Internet Website: www.eppipelinepartners.com
 Securities registered pursuant to Section 12(b) of the Act:
 Name of Each ExchangeTitle of Each Class
    
    on which RegisteredCommon Units Representing Limited Partnership Interests
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None
 þ o
 o þ
 þ o
 o o
 þ
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   Documents Incorporated by Reference: None.




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##### 



EL PASO PIPELINE PARTNERS, L.P.
TABLE OF CONTENTS
 Caption
    
    PagePART IItem 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    7Item 1B. Unresolved Staff Comments
    
    
    25Item 2. Properties
    
    
    25Item 3. Legal Proceedings
    
    
    25Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
    
    
    26Item 6. Selected Financial Data
    
    
    28Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    29Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    45Item 8. Financial Statements and Supplementary Data
    
    
    46Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
    
    
    80Item 9A. Controls and Procedures
    
    
    80Item 9B. Other Information
    
    
    80PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    81Item 11. Executive Compensation
    
    
    86Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    89Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    91Item 14. Principal Accountant Fees and Services
    
    
    99PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    100Signatures
    
    
    123EX-10.MEX-12EX-21EX-23.AEX-23.BEX-31.AEX-31.BEX-32.AEX-32.B
   /d
    
    = per day
    
    LNG
    
    = liquefied natural gasBBtu
    
    = billion British thermal units
    
    MDth
    
    = thousand dekathermBcf
    
    = billion cubic feet
    
    MMcf
    
    = million cubic feetDth
    
    = dekatherm
    
    MMcf/d
    
    = million cubic feet per dayTonne
    
    = metric ton




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##### Table of Contents



ITEM 1.
    
    BUSINESS
 Overview and Strategy
     
    
    providing outstanding customer service;
 
    
    executing successfully on time and on budget for our committed expansion projects;
 
    
    focusing on increasing utilization, efficiency and cost control in our operations;
 
    
    pursuing economically attractive organic and greenfield expansion opportunities;
 
    
    successfully recontracting expiring contracts for transportation capacity;
 
    
    pursuing strategic asset acquisitions from third parties and El Paso to grow our
business; and
 
    
    maintaining the integrity and ensuring the safety of our pipeline systems and other
assets.
 1




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Our Assets
  As of December 31, 2009Transmission
    
    Ownership
    
    Miles of
    
    Design
    
    Storage
    
    Average Throughput(1)System
    
    Interest
    
    Pipeline
    
    Capacity
    
    Capacity
    
    2009
    
    2008
    
    2007(Percent)
    
    
    
    
    
    (MMcf/d)
    
    (Bcf)
    
    
    
    
    
    (BBtu/d)WIC
    
    
    100
    
    
    
    800
    
    
    
    3,340
    
    
    
    
    
    
    
    2,652
    
    
    
    2,543
    
    
    
    2,071CIG (2)(3)
    
    
    58
    
    
    
    4,200
    
    
    
    3,750
    
    
    
    35
    
    
    
    2,299
    
    
    
    2,225
    
    
    
    2,339SNG (2)(4)
    
    
    25
    
    
    
    7,600
    
    
    
    3,700
    
    
    
    60
    
    
    
    2,322
    
    
    
    2,339
    
    
    
    2,345
 
 (1)
    
    The WIC throughput includes 131 BBtu/d, 181 BBtu/d and 239 BBtu/d transported by
WIC on behalf of CIG for the years ended
December 31, 2009, 2008, and 2007.(2)
    
    Volumes reflected are 100 percent of the volumes transported on the CIG system and
the SNG system, respectively.(3)
    
    CIGs storage capacity includes 6 Bcf of storage capacity from Totem Gas Storage,
which is owned by WYCO Development LLC (WYCO), CIGs 50 percent equity investee.(4)
    
    SNGs storage capacity includes the storage capacity associated with their 50
percent ownership interest in Bear Creek Storage Company, LLC (Bear Creek), a joint venture
with Tennessee Gas Pipeline Company (TGP), our affiliate. WIC.
 CIG.
  SNG.
 2




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Markets and Competition
    WIC.
  3




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CIG.
  SNG.
    WICCustomer Information
    
    Contract InformationApproximately 50 firm and interruptible customers.
    
    Approximately 60 firm transportation contracts. Weighted average remaining contract term of approximately eight years.Major Customers:Williams Gas Marketing, Inc.(1,320 BBtu/d)
    
    Expires in 2010-2021.Anadarko Petroleum Corporation(1,260 BBtu/d)
    
    Expires in 2010-2023.
 4




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CIGCustomer Information
    
    Contract InformationApproximately 100 firm and interruptible customers.
    
    Approximately 170 firm transportation contracts. Weighted average remaining contract term of approximately eight years.Major Customers:PSCo(1,787 BBtu/d)
    
    Expires in 2010-2029.Williams Gas Marketing, Inc.(498 BBtu/d)
    
    Expires in 2010-2014.Anadarko Petroleum Corporation(280 BBtu/d)
    
    Expires in 2011-2015.
 SNGCustomer Information
    
    Contract InformationApproximately 270 firm and interruptible customers.
    
    Approximately 200 firm transportation contracts. Weighted average remaining contract term of approximately six years.Major Customers:Atlanta Gas Light Company(1)(1,063 BBtu/d)
    
    Expires in 2013-2024.Southern Company Services(433 BBtu/d)
    
    Expires in 2011-2018.Alabama Gas Corporation(372 BBtu/d)
    
    Expires in 2010-2013.SCANA Corporation(315 BBtu/d)
    
    Expires in 2013-2019.
 
 (1)
    
    Atlanta Gas Light Company is currently releasing a significant portion of its
firm capacity to a subsidiary of SCANA Corporation under terms allowed by SNGs tariff. Regulatory Environment
  
    
    rates and charges for natural gas transportation and storage and related services;
 
    
    certification and construction of new facilities;
 
    
    extension or abandonment of services and facilities;
 
    
    maintenance of accounts and records;
 5




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
    
    relationships between pipelines and certain affiliates;
 
    
    terms and conditions of service;
 
    
    depreciation and amortization policies;
 
    
    acquisition and disposition of facilities; and
 
    
    initiation and discontinuation of services.
  Our Relationship with El Paso Corporation
   Environmental
  Employees
  Available Information
  6




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ITEM 1A.
    
    RISK FACTORS
 CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
     Risks Inherent in Our Business
 Our success depends on factors beyond our control.
  
    
    service area competition;
 
    
    price competition;
 
    
    expiration or turn back of significant contracts;
 
    
    changes in regulation and actions of regulatory bodies;
 
    
    weather conditions that impact natural gas throughput and storage levels;
 
    
    weather fluctuations or warming and cooling trends that may impact demand in the
markets in which we do business, including trends potentially attributable to climate
change;
 
    
    drilling activity and decreased availability of conventional gas supply sources and the
availability and timing of other natural gas sources such as LNG and gas shale supplies;
 
    
    continued development of additional sources of gas supply that can be accessed;
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
    
    decreased natural gas demand due to various factors, including economic recession (as
further discussed below), availability of alternative energy sources and increases in
prices;
 
    
    legislative, regulatory or judicial actions, such as
mandatory renewable portfolio
standards and greenhouse gas (GHG) regulations and/or legislation that could result in (i)
changes in the demand for natural gas and oil, (ii) changes in the availability of or
demand for alternative energy sources such as hydroelectric and nuclear power, wind and
solar energy or (iii) changes in the demand for lower carbon intensive energy sources;
 
    
    availability and cost to fund ongoing maintenance and growth projects, especially in
periods of prolonged economic decline;
 
    
    opposition to energy infrastructure development, especially in environmentally
sensitive areas;
 
    
    adverse general economic conditions including prolonged recessionary periods that might
negatively impact natural gas demand and the capital markets;
 
    
    our ability to achieve targeted annual operating and administrative expenses achieved
primarily by reducing internal costs and improving efficiencies from leveraging a
consolidated supply chain organization; and
 
    
    unfavorable movements in natural gas prices in supply and demand areas.
 We may not have sufficient cash from operations following the establishment of cash reserves and
payment of fees and expenses, including cost reimbursements to our general partner, to enable us to
make cash distributions to holders of our common units and subordinated units at our current
quarterly distribution.
  
    
    the rates we charge and the volumes under contract for our transportation and storage
services;
 
    
    the quantities of natural gas available for transport and the demand for natural gas;
 
    
    the price of natural gas;
 
    
    legislative or regulatory action affecting demand for and supply of natural gas, and
the rates we are allowed to charge in relation to our operating costs;
 
    
    the level of our operating and maintenance and general and administrative costs; and
 
    
    the creditworthiness of our shippers.
  
    
    the level of capital expenditures we make;
 
    
    our debt service requirements, retirement of debt and other liabilities;
 
    
    fluctuations in working capital needs;
 
    
    our ability to borrow funds and access capital markets;
 
    
    the amount of cash distributed to us by the entities in which we own a minority
interest;
 
    
    restrictions on distributions contained in debt agreements; and
 
    
    the amount of cash reserves established by our general partner, which may include
reserves for tariff rates that are subject to refund.
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We own minority interests in one of our three primary assets, with the remaining interest in this
asset owned by El Paso or its other subsidiaries. As a result, we will be unable to control the
amount of cash we will receive from its operations and we could be required to contribute
significant cash to fund our share of its operations, including capital expenditures. If we fail to
make these contributions, we will be subject to specified penalties.
  
    
    decisions with respect to incurrence of expenses and distributions to us;
 
    
    establishing reserves for working capital, maintenance capital expenditures,
environmental matters and legal and rate proceedings;
 
    
    incurring additional indebtedness and principal and interest payments; and
 
    
    requiring us to make additional capital contributions to SNG to fund working capital,
maintenance capital and expansion capital expenditures which could be material. In the
event we elect not to make a required capital contribution or are unable to do so, our
partnership interest could be diluted or it could affect the receipt of distributions until
we have forgone distributions equal to our portion of the capital call plus a specified
premium.
 Our natural gas transportation and storage systems are subject to regulation by agencies, including
the FERC, which could have an adverse impact on our ability to establish transportation and storage
rates that would allow recovery of the full cost of operating these pipeline systems and storage
facilities, including a reasonable return, and our ability to make distributions.
  
    
    rates, operating terms and conditions of service, with CIG required to file a new rate
case to be effective no later than October 2011;
 
    
    the types of services we may offer to our customers;
 
    
    the contracts for service entered into with our customers;
 
    
    construction and abandonment of new facilities;
 
    
    the integrity and safety of our pipeline systems and related operations;
 
    
    acquisition, extension or abandonment of services or facilities;
 
    
    accounts and records; and
 
    
    relationships with affiliated companies involved in certain aspects of the natural gas
business.
 9




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The application of certain FERC policy statements could affect the rate of return on our equity we
are allowed to recover through rates and the amount of any allowance (if any) our systems can
include for income taxes in establishing their rates for service, which would in turn impact our
revenues and/or equity earnings.
   Certain
of our systems provide a portion of their transportation services pursuant to long-term,
fixed-price negotiated rate contracts that are not subject to adjustment, even if our cost to
perform such services exceeds the revenues received from such contracts, and, as a result, our
costs could exceed our revenues received under such contracts.
  10




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Increased competition from alternative natural gas transportation and storage options and
alternative fuel sources could have a significant financial impact on us.
   Competition in more actively priced markets from pipelines that may be able to provide our shippers
with capacity at a lower price could cause us to reduce our rates or otherwise reduce our revenues.
  Any significant decrease in supplies of natural gas in our areas of operation could adversely
affect our business and operating results and reduce our cash available for distribution to
unitholders.
  A substantial portion of the revenues of our pipeline businesses are generated from transportation
contracts that must be renegotiated periodically.
  11




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Fluctuations in energy commodity prices could adversely affect our business.
     
    
    regional, domestic and international supply and demand, including changes in
supply and demand due to general economic conditions and weather;
 
    
    availability and adequacy of gathering, processing and transportation facilities;
 
    
    energy legislation and regulation, including potential changes associated with
greenhouse gas (GHG) emissions and renewable portfolio standards;
 
    
    federal and state taxes, if any, on the transportation and storage of natural
gas;
 
    
    the price and availability of supplies of alternative energy sources; and
 
    
    the level of imports, including the potential impact of political unrest among
countries producing oil and LNG, as well as the ability of certain foreign countries to
maintain natural gas and oil price, production and export controls.
 12




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Adverse general domestic economic conditions could negatively affect our operating results,
financial condition, liquidity or our ability to make cash distributions.
  We are exposed to the credit risk of our customers and our credit risk management may not be
adequate to protect against such risk.
  We are exposed to the credit and performance risk of our key contractors and suppliers.
  SNG is not prohibited from incurring indebtedness, which may affect our ability to make
distributions.
  Restrictions in our credit facility and note purchase agreement could limit our ability to make
distributions to our unitholders. The conditions of the U.S. and international capital markets may
adversely affect our ability to draw on our current credit facility.
  13




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
    
    adversely affect our ability to obtain additional financing for future operations or
capital needs;
 
    
    limit our ability to pursue acquisitions and other business opportunities; or
 
    
    make our results of operations more susceptible to adverse economic or operating
conditions.
  Increases in interest rates and general volatility in the financial markets and economy could
adversely impact our unit price, our ability to make distributions and our ability to issue
additional equity to make acquisitions, incur debt or for other purposes.
  The credit and risk profile of our general partner and its owner, El Paso, could adversely affect
our credit ratings and risk profile, which could increase our borrowing costs or hinder our ability
to raise capital.
   14




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If our systems do not successfully complete expansion projects or make and integrate acquisitions
that are accretive, our future growth may be limited.
  
    
    unable to identify attractive expansion projects or acquisition candidates or we are
outbid by competitors;
 
    
    El Paso elects not to sell or contribute additional interests in its pipeline systems
that it owns to us or to offer attractive expansion projects or acquisition candidates to
us;
 
    
    unable to identify attractive acquisitions that are accretive to our limited partner
unitholders due to the incentive distributions to our general partner;
 
    
    unable to obtain necessary approvals by the FERC and other regulatory agencies on a
timely basis and on terms that are acceptable to us, including the potential impact of
delays and increased costs or such approvals caused by certain environmental and landowner
groups with interests along the route of our pipelines;
 
    
    impediments on our ability to obtain necessary rights of way or land rights or to
commence and complete construction on a timely basis or on terms that are acceptable to us;
 
    
    unable to realize anticipated costs savings and successful integration of the
businesses we build or acquire;
 
    
    unable to raise financing for expansion projects or acquisitions on economically
acceptable terms, especially in periods of prolonged economic decline;
 
    
    mistaken assumptions about volumes, revenues and costs, including synergies and
potential growth;
 
    
    unable to secure adequate transportation, storage or throughput commitments to support
the expansion or acquisition of new facilities;
 
    
    the assumption of unknown liabilities when making acquisitions for which we are not
indemnified or for which our indemnity is inadequate;
 
    
    the diversion of managements and employees attention to other business concerns;
 
    
    unforeseen difficulties operating in new product areas or new geographic areas
including opposition to energy infrastructure development, especially in environmentally
sensitive areas;
 
    
    there is a lack of available of skilled labor, equipment, and materials to complete
expansion projects;
 
    
    potential changes in federal, state and local statutes and regulations, such as
environmental requirements, including climate change requirements, that delay or prevent a
project from proceeding or increase the anticipated cost of the project;
 
    
    our ability to construct expansion projects within anticipated costs, including the
risk that we may incur cost overruns resulting from inflation or increased costs of
equipment, materials, labor, a lack of contractor productivity, delays in construction or
other factors beyond our control, that may be material; and
 
    
    the lack of future growth in natural gas supply or demand.
  15




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The amount of cash we have available for distribution depends primarily on our cash flow and not
solely on profitability, which may prevent us from making cash distributions during periods when we
record net income.
  We do not own all of the land on which our pipelines and facilities are located, which could
disrupt our operations.
  Our operations are subject to operational hazards and uninsured risks.
   Environmental compliance and remediation costs and the costs of environmental liabilities could
exceed our estimates.
  16




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
    
    estimating pollution control and clean up costs, including sites where preliminary site
investigation or assessments have been completed;
 
    
    discovering new sites or additional information at existing sites;
 
    
    forecasting cash flow timing to implement proposed pollution control and cleanup costs;
 
    
    receiving regulatory approval for remediation programs;
 
    
    quantifying liability under environmental laws that may impose joint and several
liability on potentially responsible parties and managing allocation responsibilities;
 
    
    evaluating and understanding environmental laws and regulations, including their
interpretation and enforcement;
 
    
    interpreting whether
various maintenance activities performed in the past and currently being performed require
pre-construction permits pursuant to the Clean Air Act; and
 
    
    changing environmental laws and regulations that may increase our costs.
   Risks Inherent in Our Structure and Relationship with El Paso
 El Paso controls our general partner, which has sole responsibility for conducting our business and
managing our operations. Our general partner and its affiliates, including El Paso, have conflicts
of interest with us and limited fiduciary duties, and they may favor their own interests to the
detriment of our unitholders.
  17




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Affiliates of our general partner, including El Paso and its other subsidiaries, are not limited in
their ability to compete with us and are not obligated to offer us the opportunity to pursue
additional assets or businesses, which could limit our commercial activities or our ability to
acquire additional assets or businesses.
  Holders of our common units have limited voting rights and are not entitled to elect our general
partner or its directors, which could reduce the price at which the common units will trade.
  Cost reimbursements to our general partner and its affiliates for services provided, which will be
determined by our general partner, will be substantial and will reduce our cash available for
distribution.
  18




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Our partnership agreement limits our general partners fiduciary duties to holders of our common
units and subordinated units and restricts the remedies available to holders of our common units
and subordinated units for actions taken by our general partner that might otherwise constitute
breaches of fiduciary duty.
  Limited unitholders cannot remove our general partner without its consent.
 2 3
 Our general partner may elect to cause us to issue Class B common units to it in connection with a
resetting of the target distribution levels related to our general partners incentive distribution
rights without the approval of the conflicts committee of our general partner or holders of our
common units and subordinated units. This may result in lower distributions to holders of our
common units in certain situations.
  19




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The control of our general partner may be transferred to a third party without unitholder consent.
  If we are deemed an investment company under the Investment Company Act of 1940, it would
adversely affect the price of our common units and could have a material adverse effect on our
business.
   20




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We may issue additional units without approval which would dilute existing ownership interests.
  
    
    each unitholders proportionate ownership interest in us will decrease;
 
    
    the amount of cash available for distribution on each unit may decrease;
 
    
    because a lower percentage of total outstanding units will be subordinated units, the
risk that a shortfall in the payment of the minimum quarterly distribution will be borne by
our common unitholders will increase;
 
    
    the ratio of taxable income to distributions may increase;
 
    
    new classes of securities could be issued that provide preferences to the new class in
relation to existing unitholders, including preferences on distributions of available cash,
distributions upon our liquidation and voting rights;
 
    
    the relative voting strength of each previously outstanding unit may be diminished; and
 
    
    the market price of the common units may decline.
 Our general partner has a limited call right that may require unitholders to sell common units at
an undesirable time or price.
  Our partnership agreement restricts the voting rights of unitholders owning 20 percent or more of
our common units.
  21




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Unitholder liability may not be limited if a court finds that unitholder action constitutes control
of our business.
  
    
    we were conducting business in a state but had not complied with that particular
states partnership statute; or
 
    
    unitholders right to act with other unitholders to remove or replace the general
partner, to approve some amendments to our partnership agreement or to take other actions
under our partnership agreement constitute control of our business.
 The market price of our common units could be adversely affected by sales of substantial amounts of
our common units in the public or private markets, including sales by affiliates of our general
partner.
  Tax Risks to Common Unitholders
 Our tax treatment depends on our status as a partnership for federal income tax purposes, as well
as our not being subject to a material amount of additional entity-level taxation by states. If the
Internal Revenue Service were to treat us as a corporation or if we become subject to a material
amount of additional entity-level taxation for state tax purposes, then it would substantially
reduce the amount of cash available for distribution to our unitholders.
    22




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The tax treatment of publicly traded partnerships or an investment in our common units could be
subject to potential legislative, judicial or administrative changes and differing interpretations,
possibly on a retroactive basis.
  We prorate our items of income, gain, loss and deduction between transferors and transferees of our
units each month based upon the ownership of our units on the first day of each month, instead of
on the basis of the date a particular unit is transferred. The IRS may challenge this treatment,
which could change the allocation of items of income, gain, loss and deduction among our
unitholders.
  An Internal Revenue Service contest of the federal income tax positions we take may adversely
affect the market for our common units, and the cost of any Internal Revenue Service contest will
reduce our cash available for distribution to our unitholders.
  Unitholders will be required to pay taxes on their share of our income even if they do not receive
any cash distributions from us.
  23




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The tax gain or loss on the disposition of our common units could be different than expected.
  Tax-exempt entities and foreign persons face unique tax issues from owning common units that may
result in adverse tax consequences to them.
  We will treat each purchaser of units as having the same tax benefits without regard to the actual
common units purchased. The IRS may challenge this treatment, which could adversely affect the
value of the common units.
  We may adopt certain valuation methodologies that may result in a shift of income, gain, loss and
deduction between the general partner and the unitholders. The IRS may challenge this treatment,
which could adversely affect the value of the common units.
   The sale or exchange of 50 percent or more of our capital and profits interests during any 12-month
period will result in the termination of our partnership for federal income tax purposes.
  24




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Unitholders will likely be subject to state and local taxes and return filing requirements in
states where they do not live as a result of their investment in our common units.
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
   
 ITEM 3.
    
    LEGAL PROCEEDINGS
  Natural
Buttes.
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  25




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
   High
    
    Low
    
    Distributions2009Fourth Quarter
    
    $
    26.52
    
    
    $
    19.98
    
    
    $
    0.35000Third Quarter
    
    $
    21.30
    
    
    $
    17.14
    
    
    $
    0.33000Second Quarter
    
    $
    19.80
    
    
    $
    16.53
    
    
    $
    0.32500First Quarter
    
    $
    20.00
    
    
    $
    14.91
    
    
    $
    0.320002008Fourth Quarter
    
    $
    21.80
    
    
    $
    11.95
    
    
    $
    0.30000Third Quarter
    
    $
    21.95
    
    
    $
    11.72
    
    
    $
    0.29500Second Quarter
    
    $
    24.35
    
    
    $
    20.57
    
    
    $
    0.28750First Quarter
    
    $
    25.00
    
    
    $
    18.53
    
    
    $
    0.12813
 Cash Distribution Policy. first second third
 26




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Incentive Distribution Rights.
  Marginal PercentageTotal Quarterly
    
    Interest in DistributionDistribution per Unit
    
    
    
    GeneralTarget Amount
    
    Unitholders
    
    PartnerMinimum Quarterly Distribution
    
    $0.28750
    
    98%
    
    2%First Target Distribution
    
    above $0.28750 up to $0.33063
    
    98%
    
    2%Second Target Distribution
    
    above $0.33063 up to $0.35938
    
    85%
    
    15%Third Target Distribution
    
    above $0.35938 up to $0.43125
    
    75%
    
    25%Thereafter
    
    above $0.43125
    
    50%
    
    50%
 Subordination Period.
  27




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
  As of or for the Year Ended December 31,2009
    
    2008
    
    2007
    
    2006
    
    2005(In millions, except per unit amounts)Operating Results Data:Operating revenues
    
    $
    537.6
    
    
    $
    457.2
    
    
    $
    418.1
    
    
    $
    393.6
    
    
    $
    373.9Operating income
    
    
    292.5
    
    
    
    229.8
    
    
    
    207.8
    
    
    
    210.6
    
    
    
    146.9Earnings from unconsolidated affiliates(1)
    
    
    53.4
    
    
    
    32.9
    
    
    
    4.1
    
    
    
    0.4
    
    
    
    Income from continuing operations
    
    
    279.5
    
    
    
    234.0
    
    
    
    169.4
    
    
    
    152.7
    
    
    
    106.0Net income
    
    
    279.5
    
    
    
    234.0
    
    
    
    175.2
    
    
    
    158.4
    
    
    
    110.1Net income attributable to El Paso Pipeline Partners, L.P.
    
    
    213.5
    
    
    
    171.6
    
    
    
    127.9
    
    
    
    119.0
    
    
    
    79.6Net income attributable to El Paso Pipeline Partners, L.P. per limited
partner unit-basic and dilutedCommon units(2)
    
    $
    1.64
    
    
    $
    1.26
    
    
    $
    0.11
    
    
    $
    
    
    
    $
    Subordinated units(2)
    
    
    1.56
    
    
    
    1.12
    
    
    
    0.11
    
    
    
    
    
    
    
    Distributions declared per common unit(3)
    
    $
    1.33
    
    
    $
    1.01
    
    
    $
    
    
    
    $
    
    
    
    $
    Financial Position Data:Property, plant and equipment, net
    
    $
    2,018.5
    
    
    $
    1,908.1
    
    
    $
    1,633.2
    
    
    $
    1,347.0
    
    
    $
    1,245.2Investment in unconsolidated affiliates(1)
    
    
    417.5
    
    
    
    410.8
    
    
    
    171.8
    
    
    
    15.9
    
    
    
    Total assets
    
    
    2,668.2
    
    
    
    2,675.8
    
    
    
    2,585.8
    
    
    
    2,310.9
    
    
    
    2,135.3Long-term debt and other financing obligations, less current maturities
    
    
    1,357.6
    
    
    
    1,357.3
    
    
    
    1,037.7
    
    
    
    608.2
    
    
    
    708.6Total partners capital
    
    
    1,161.6
    
    
    
    1,117.4
    
    
    
    1,351.7
    
    
    
    1,236.7
    
    
    
    1,083.6
 
 (1)
    
    El Paso contributed to us 10 percent general partner interests in SNG on
November 21, 2007. On September 30, 2008, we acquired an additional 15 percent general partner
interest in SNG from El Paso, as further described in Item 8, Financial Statements and
Supplementary Data, Note 2.(2)
    
    Earnings per unit in 2007 are based on income allocable to us subsequent to
completion of our initial public offering.(3)
    
    In 2007, there were no distributions declared or paid per common unit. 28




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##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
    
    
    General description of our business assets and operations and growth projects;
    
    Comparative discussion of our historical results of operations; and
    
    Liquidity and capital resource related matters, including our available liquidity,
sources and uses of cash, our historical cash flow activities, contractual obligations and
commitments, and critical accounting policies, among other items.
 Our Business.
  
    
    CIG.CIG is an interstate natural gas pipeline system with approximately 4,200 miles of
pipeline with a design capacity of approximately 3.8 Bcf/d and an average daily throughput
in 2009 of 2,299 BBtu/d. It has associated storage facilities with 35 Bcf of underground
working natural gas storage capacity, which includes 6 Bcf of storage capacity from Totem
Gas Storage associated with CIGs 50 percent ownership interest in WYCO.
    
    SNG.SNG is an interstate natural gas pipeline system with approximately 7,600 miles of
pipeline with a design capacity of approximately 3.7 Bcf/d and an average daily throughput
in 2009 of 2,322 BBtu/d. It has associated storage facilities with a total of approximately
60 Bcf of underground working natural gas storage capacity, which includes the storage
capacity associated with a 50 percent ownership interest in Bear Creek, a joint venture
with TGP, our affiliate.
 29




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##### Table of Contents



Type
    
    Description
    

Percent
of Total Revenues in 2009(1)WIC
    
    CIG
    
    SNGReservation
    
    Reservation revenues are from customers (referred to as firm customers) that reserve
capacity on our pipeline systems and storage facilities. These firm customers are obligated to pay a monthly reservation or
demand charge, regardless of the amount of natural gas they transport or store, for the term of their contracts.
    
    98
    
    91
    
    88Usage and Other
    
    Usage revenues are from both firm customers and interruptible customers
(those without reserved capacity) that pay usage charges based on the volume of gas actually
transported, stored, injected or withdrawn. We also earn revenues from other miscellaneous sources.
    
    2
    
    9
    
    12
 
 (1)
    
    Excludes liquids transportation revenue, amounts associated with retained fuel, and, in the case of
CIG, liquids revenue associated with CIGs processing plants. The revenues described in this table constituted
approximately 100%, 94% and 99% of WICs, CIGs and SNGs total revenues, respectively, earned during the year ended December 31,
2009.  Growth Projects.
 WIC.
 
    
    WIC Expansion. We estimate the total cost of this project will be approximately $71
million. Due to increased shipper commitments, WIC expanded the scope of this project to
add a second compressor unit on the Kanda Lateral, which increased its capital cost from
$55 million to $71 million. This portion of the project will add a 12,400 horsepower
compressor station on the Kanda Lateral which will increase the Kanda Lateral capacity to
595 MDth/d. WIC filed an application with the FERC for certificate authorization to
construct this portion of the project in July 2009, and the anticipated in-service date is
November 2010. WIC also plans to install three miles of pipeline and reconfigure one
compressor at its Wamsutter station which will provide 155 MDth/d natural gas deliveries
from the WIC Mainline into a third-party pipeline and onto the Opal Hub and El Pasos
proposed Ruby Pipeline. WIC filed an application with the FERC for certificate
authorization to construct this portion of the project in November 2009, and it is
anticipated to be placed in service in the first quarter of 2011.
 30




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##### Table of Contents



CIG.
 
    
    Raton 2010.The Raton 2010 expansion project will consist of approximately 118 miles of
pipeline from the Raton Basin Wet Canyon Lateral to the south end of the Valley Line. This
project will provide additional capacity of approximately 130 MMcf/d from the Raton Basin
in southern Colorado to the Cheyenne Hub in northern Colorado. The estimated total cost of
the project is $146 million. The estimated in-service date is December 2010. In September
2009, CIG filed an application for certificate authorization with the FERC for this
project.
 SNG.
 
    
    South System III.The South System III expansion project will expand SNGs pipeline
system in Mississippi, Alabama and Georgia by adding approximately 81 miles of pipeline
looping and replacement on SNGs south system and 17,310 horsepower of compression to serve
an existing power generation facility owned by the Southern Company in the Atlanta, Georgia
area that is being converted from coal fired to cleaner burning natural gas. This expansion
project will be completed in three phases at a total estimated cost of $352 million, with
each phase expected to add an additional 122 MMcf/d of capacity. In August 2009, we
received certification of authorization from the FERC to construct this project. The
project has estimated in-service dates of January 2011 for Phase I, June 2011 for Phase II
and June 2012 for Phase III. SNG has entered into a precedent agreement with Southern
Company Services as agent for its affiliated operating companies, Georgia Power Company,
Alabama Power Company, Mississippi Power Company, Southern Power Company and Gulf Power
Company to provide an incremental firm transportation service to such operating companies,
commencing in phases beginning January 1, 2011, and ending May 31, 2032, which is 20 years
after the estimated in-service date for Phase III.
    
    Southeast Supply Header.SNG owns an undivided interest in the northern portion of the
Southeast Supply Header project jointly owned by Spectra Energy Corp (Spectra) and
CenterPoint Energy, which added a 115-mile supply line to the western portion of the SNG
system. This project is expected to provide access through pipeline interconnects to
several supply basins, including the Barnett Shale, Bossier Sands, Arkoma and Fayetteville
Shale basins. The estimated cost to SNG for Phase II of this project is $69 million and is
expected to provide SNG with an additional 350 MMcf/d of supply capacity. In August 2009,
we received certification of authorization from the FERC to construct Phase II, which is
anticipated to be placed in service in June 2011.
    
    Cypress Phase III. During 2009, BG LNG Services (BG) informed SNG of its intent not to
exercise their option to have SNG construct the Cypress Phase III expansion. However, BG
has made alternative commitments to subscribe to certain other firm capacity on another of
El Pasos pipeline systems and to provide certain rate considerations on its existing
transportation contract for Cypress Phases I and II.
 31




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##### Table of Contents



CIG
 SNG
 Liquidity and Capital Resources
 32




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##### Table of Contents



Results
of Operations
  2009
    
    
    2008
    
    
    2007(in millions, except volumes)Operating revenues
    
    $
    537.6
    
    
    $
    457.2
    
    
    $
    418.1Operating expenses
    
    
    (245.1
    )
    
    
    (227.4
    )
    
    
    (210.3
    )Operating income
    
    
    292.5
    
    
    
    229.8
    
    
    
    207.8Earnings from unconsolidated affiliates
    
    
    53.4
    
    
    
    32.9
    
    
    
    4.1Other income, net
    
    
    5.6
    
    
    
    9.7
    
    
    
    11.0EBIT from continuing operations before noncontrolling interests
    
    
    351.5
    
    
    
    272.4
    
    
    
    222.9Net income attributable to noncontrolling interests
    
    
    (66.0
    )
    
    
    (62.4
    )
    
    
    (47.3
    )EBIT from continuing operations
    
    
    285.5
    
    
    
    210.0
    
    
    
    175.6Interest and debt expense, net
    
    
    (73.7
    )
    
    
    (61.6
    )
    
    
    (51.1
    )Affiliated interest income, net
    
    
    1.7
    
    
    
    23.2
    
    
    
    41.7Income tax expense
    
    
    
    
    
    
    
    
    
    
    (44.1
    )Discontinued operations, net of income taxes
    
    
    
    
    
    
    
    
    
    
    5.8Net income attributable to El Paso Pipeline Partners, L.P.
    
    
    213.5
    
    
    
    171.6
    
    
    
    127.9Net income attributable to noncontrolling interests
    
    
    66.0
    
    
    
    62.4
    
    
    
    47.3Net income
    
    $
    279.5
    
    
    $
    234.0
    
    
    $
    175.2Throughput volumes (BBtu/d)(1)
    
    
    4,820
    
    
    
    4,587
    
    
    
    4,171
 
 (1)
    
    Throughput volumes are presented for WIC and CIG only. 2009 to 2008
    
    2008 to 2007Revenue
    
    
    Expense
    
    
    Other
    
    
    Total
    
    
    Revenue
    
    
    Expense
    
    
    Other
    
    
    TotalFavorable/(Unfavorable)(In millions)Transportation revenues
    
    $
    (6.4
    )
    
    $
    
    
    
    $
    
    
    
    $
    (6.4
    )
    
    $
    7.2
    
    
    $
    
    
    
    $
    
    
    
    $
    7.2Expansions
    
    
    90.1
    
    
    
    (19.7
    )
    
    
    (3.7
    )
    
    
    66.7
    
    
    
    32.3
    
    
    
    (12.4
    )
    
    
    2.1
    
    
    
    22.0Operational gas, revaluations and processing revenues
    
    
    (2.0
    )
    
    
    (5.0
    )
    
    
    
    
    
    
    (7.0
    )
    
    
    (0.7
    )
    
    
    13.1
    
    
    
    
    
    
    
    12.4Operating and general and administrative expenses
    
    
    
    
    
    
    0.9
    
    
    
    
    
    
    
    0.9
    
    
    
    
    
    
    
    (12.9
    )
    
    
    
    
    
    
    (12.9
    )Transportation expenses
    
    
    
    
    
    
    (3.9
    )
    
    
    
    
    
    
    (3.9
    )
    
    
    
    
    
    
    (2.5
    )
    
    
    
    
    
    
    (2.5
    )Gain on sale of long-lived asset
    
    
    
    
    
    
    7.8
    
    
    
    
    
    
    
    7.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity earnings from SNG
    
    
    
    
    
    
    
    
    
    
    22.7
    
    
    
    22.7
    
    
    
    
    
    
    
    
    
    
    
    27.2
    
    
    
    27.2Net income attributable to noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    (3.6
    )
    
    
    (3.6
    )
    
    
    
    
    
    
    
    
    
    
    (15.1
    )
    
    
    (15.1
    )Other(1)
    
    
    (1.3
    )
    
    
    2.2
    
    
    
    (2.6
    )
    
    
    (1.7
    )
    
    
    0.3
    
    
    
    (2.4
    )
    
    
    (1.8
    )
    
    
    (3.9
    )Total impact on EBIT from continuing operations
    
    $
    80.4
    
    
    $
    (17.7
    )
    
    $
    12.8
    
    
    $
    75.5
    
    
    $
    39.1
    
    
    $
    (17.1
    )
    
    $
    12.4
    
    
    $
    34.4
 
 (1)
    
    Consists of individually insignificant items. 33




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##### Table of Contents



Transportation Revenues.
 Expansions.
 2009 to 2008
    
    
    2008 to 2007(In millions)CIGHigh Plains pipeline
    
    $
    28.0
    
    
    $
    7.7Totem Gas Storage
    
    
    14.4
    
    
    
    1.1Other
    
    
    4.0
    
    
    
    WICPiceance lateral
    
    
    9.9
    
    
    
    4.4Medicine Bow lateral
    
    
    9.3
    
    
    
    1.7Kanda Lateral
    
    
    1.1
    
    
    
    7.1Total impact on EBIT from continuing operations
    
    $
    66.7
    
    
    $
    22.0
 Operational Gas, Revaluations and Processing Revenues.
  Operating and General and Administrative Expenses.
 34




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##### Table of Contents



Transportation Expenses.
 Gain on Sale of Long-Lived Asset
 Earnings from SNG.
  Net Income Attributable to Noncontrolling Interests
 Interest and Debt Expense
   2009
    
    2008(In millions, except for rates)Average credit facility balance outstanding
    
    $
    565
    
    
    $
    517Average interest rate on credit facility borrowings
    
    
    0.8
    %
    
    
    3.3
    %
 35




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##### Table of Contents



Affiliated Interest Income, Net
  2009
    
    2008
    
    2007(In millions, except for rates)Average advance due from El Paso
    
    $
    138
    
    
    $
    540
    
    
    $
    684Average short-term interest rate
    
    
    1.7
    %
    
    
    4.4
    %
    
    
    6.2
    %
 Income Taxes
  36




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##### Table of Contents



Distributable Cash Flow
     Reconciliation of Distributable Cash Flow to Net Income.
 Year Ended December 31,2009
    
    
    2008(In millions)Net income
    
    $
    279.5
    
    
    $
    234.0Net income attributable to noncontrolling interests
    
    
    (66.0
    )
    
    
    (62.4
    )Net income attributable to El Paso Pipeline Partners, L.P.
    
    
    213.5
    
    
    
    171.6Add: Interest and debt expense, net
    
    
    73.7
    
    
    
    61.6Less: Affiliated interest income, net
    
    
    (1.7
    )
    
    
    (23.2
    )EBIT from continuing operations (1)
    
    
    285.5
    
    
    
    210.0Add:Depreciation and amortization
    
    
    67.0
    
    
    
    58.6Distributions declared by unconsolidated affiliates
    
    
    58.4
    
    
    
    32.9Net income attributable to noncontrolling interests
    
    
    66.0
    
    
    
    62.4Less:Earnings from unconsolidated affiliates
    
    
    (53.4
    )
    
    
    (32.9
    )CIG declared distributions to El Paso (2)
    
    
    (68.1
    )
    
    
    (101.6
    )Adjusted EBITDA
    
    
    355.4
    
    
    
    229.4Less:Cash interest expense, net
    
    
    (71.3
    )
    
    
    (41.2
    )Maintenance capital expenditures
    
    
    (25.8
    )
    
    
    (27.4
    )Other, net (3)
    
    
    (17.1
    )
    
    
    (13.1
    )Distributable Cash Flow
    
    $
    241.2
    
    
    $
    147.7
 
 (1)
    
    For a further discussion of our use of EBIT from continuing operations, see Results
of Operations.(2)
    
    CIG declared distributions to El Paso include distributions of pre-acquisition
earnings at El Pasos historical ownership interest levels of $7.2 million and $44.2 million
for the years ended December 31, 2009 and 2008.(3)
    
    Includes certain non-cash items such as AFUDC equity and other items. 37




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Reconciliation of Distributable Cash Flow to Net Cash Provided by Operating Activities.
 Year Ended December 31,2009
    
    
    2008(In millions)Net cash provided by operating activities
    
    $
    347.0
    
    
    $
    247.9Interest and debt expense, net
    
    
    73.7
    
    
    
    61.6Affiliated interest income, net
    
    
    (1.7
    )
    
    
    (23.2
    )CIG declared distributions to El Paso (1)
    
    
    (68.1
    )
    
    
    (101.6
    )Changes in working capital and other
    
    
    4.5
    
    
    
    44.7Adjusted EBITDA
    
    
    355.4
    
    
    
    229.4Less:Cash interest expense, net
    
    
    (71.3
    )
    
    
    (41.2
    )Maintenance capital expenditures
    
    
    (25.8
    )
    
    
    (27.4
    )Other, net (2)
    
    
    (17.1
    )
    
    
    (13.1
    )Distributable Cash Flow
    
    $
    241.2
    
    
    $
    147.7
 
 (1)
    
    CIG declared distributions to El Paso include distributions of pre-acquisition
earnings at El Pasos historical ownership interest levels of $7.2 million and $44.2 million
for the years ended December 31, 2009 and 2008.(2)
    
    Includes certain non-cash items such as AFUDC equity and other items. Liquidity and Capital Resources
     38




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##### Table of Contents



Overview of Cash Flow Activities.
 2009(In millions)Cash Flow from OperationsNet income
    
    $
    279.5Non-cash income adjustments
    
    
    42.3Change in other assets and liabilities
    
    
    25.2Total cash flow from operations
    
    $
    347.0Other Cash InflowsInvesting activitiesNet change in notes receivable from affiliates
    
    $
    105.8Proceeds from sale of assets
    
    
    10.1Returns of capital on investment in unconsolidated affiliates
    
    
    2.4Financing activitiesNet proceeds from issuance of common and general partner units
    
    
    216.4Total other cash inflows
    
    $
    334.7Cash OutflowsInvesting activitiesCapital expenditures
    
    $
    (154.0
    )Cash paid to acquire additional interests in CIG
    
    
    (143.2
    )Other
    
    
    (0.5
    )Financing activitiesPayments on borrowings under credit facility
    
    
    (64.9
    )Payments to retire long-term debt, including capital lease obligations
    
    
    (4.1
    )Cash distributions to unitholders and general partner
    
    
    (161.5
    )Cash distributions to El Paso
    
    
    (75.7
    )Excess of cash paid for CIG interests over contributed book value
    
    
    (71.3
    )Total cash outflows
    
    $
    (675.2
    )Net change in cash and cash equivalents
    
    $
    6.5
   39




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##### Table of Contents



Expected2009
    
    
    2010(In millions)Maintenance
    
    $
    25.8
    
    
    $
    37Expansion
    
    
    128.2
    
    
    
    146Total
    
    $
    154.0
    
    
    $
    183
  Unconsolidated Affiliates
 Capital Requirements.
 Anticipated2009
    
    
    2010(In millions)SNGMaintenance
    
    $
    60.2
    
    
    $
    95Expansion/Other
    
    
    83.7
    
    
    
    249Hurricanes
    
    
    (6.5
    )
    
    
    Total
    
    $
    137.4
    
    
    $
    344
 40




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##### Table of Contents



Commitments and Contingencies
 Climate Change and Energy Legislation and Regulation.
 Climate Change Legislation and Regulation
   41




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##### Table of Contents



Energy Legislation
 Off-Balance Sheet Arrangements
  42




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##### Table of Contents



Contractual Obligations
  Due in
    
    
    Due in
    
    
    Due inLess Than
    
    
    1-3
    
    
    3-5Contractual Obligations
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    Thereafter
    
    
    Total(in millions)Long-term financing obligationsPrincipal
    
    $
    5.0
    
    
    $
    627.0
    
    
    $
    98.0
    
    
    $
    632.6
    
    
    $
    1,362.6Interest
    
    
    76.6
    
    
    
    147.4
    
    
    
    121.1
    
    
    
    560.7
    
    
    
    905.8Other contractual liabilities
    
    
    1.8
    
    
    
    4.0
    
    
    
    0.9
    
    
    
    3.6
    
    
    
    10.3Operating leases
    
    
    2.2
    
    
    
    4.6
    
    
    
    4.8
    
    
    
    0.6
    
    
    
    12.2Other contractual commitments and
purchase obligationsTransportation and storage
    
    
    21.1
    
    
    
    51.0
    
    
    
    51.8
    
    
    
    52.7
    
    
    
    176.6Other
    
    
    35.4
    
    
    
    3.5
    
    
    
    
    
    
    
    
    
    
    
    38.9Total
    
    $
    142.1
    
    
    $
    837.5
    
    
    $
    276.6
    
    
    $
    1,250.2
    
    
    $
    2,506.4
 Long-term Financing Obligations (Principal and Interest).
 Other contractual liabilities.
 Operating Leases.
 Other Contractual Commitments and Purchase Obligations
 
    
    Transportation and Storage Commitments.Included in these commitments are agreements for
capacity on third party pipeline systems and storage capacity from an affiliate.
 
    
    Other Commitments.Included in these amounts are commitments for construction contracts
and purchase obligations. We exclude asset retirement obligations and reserves for
litigation and environmental remediation, other than those disclosed
above, when these liabilities are not contractually fixed as
to timing and amount. We have other planned capital projects that are discretionary in
nature, with no substantial contractual capital commitments made in advance of the actual
expenditures.
 43




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Critical Accounting Policies and Estimates
  Cost-Based Regulation. .
 Accounting for Environmental Reserves.
  Accounting for Other Postretirement Benefits.
  44




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New Accounting Pronouncements Issued But Not Yet Adopted
 New Accounting
Pronouncements Issued But Not Yet Adopted .
 
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  December 31, 2009
    
    December 31, 2008Expected Fiscal Year of Maturity of Carrying Amounts
    
    
    
    
    
    Fair
    
    Carrying
    
    Fair2010
    
    2011
    
    2012
    
    2013
    
    2014
    
    Thereafter
    
    Total
    
    Value
    
    Amounts
    
    Value(In millions)Long-term debt and other financing obligations, including current portion  fixed rate
    
    $
    5.0
    
    
    $
    42.0
    
    
    $
    20.0
    
    
    $
    93.0
    
    
    $
    5.0
    
    
    $
    632.6
    
    
    $
    797.6
    
    
    $
    845.6
    
    
    $
    731.0
    
    
    $
    638.1Average interest rate
    
    
    14.5
    %
    
    
    8.6
    %
    
    
    9.6
    %
    
    
    8.3
    %
    
    
    14.5
    %
    
    
    8.7
    %Long-term debt and other financing obligations, including current portion  variable rate
    
    $
    
    
    
    $
    
    
    
    $
    565.0
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    565.0
    
    
    $
    529.1
    
    
    $
    629.9
    
    
    $
    488.2Average interest rate
    
    
    
    
    
    
    
    
    
    
    1.4
    %
 45




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Index
  PageManagements Annual Report on Internal Control over Financial Reporting
    
    
    47Reports of Independent Registered Public Accounting Firm
    
    
    48Consolidated Statements of Income
    
    
    50Consolidated Balance Sheets
    
    
    51Consolidated Statements of Cash Flows
    
    
    52Consolidated Statements of Partners Capital
    
    
    53Notes to Consolidated Financial Statements
    
    
    541. Basis of Presentation and Significant Accounting Policies
    
    
    542. Contribution of Assets, Acquisitions and Divestitures
    
    
    593. Partners Capital
    
    
    614. Earnings Per Unit and Cash Distributions
    
    
    625. Regulatory Assets and Liabilities
    
    
    646. Long-Term Financing Obligations
    
    
    667. Fair Value of Financial Instruments
    
    
    688. Commitments and Contingencies
    
    
    689. Retirement Benefits
    
    
    7110. Transactions with Major Customers
    
    
    7311. Supplemental Cash Flow Information
    
    
    7312. Investments in Unconsolidated Affiliates and Transactions with Affiliates
    
    
    7313. Income Taxes
    
    
    7714. Supplemental Selected Quarterly Financial Information (Unaudited)
    
    
    78
 46




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##### Table of Contents



MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  
    
    Pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of the financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect on the
financial statements.
 Internal Control  Integrated Framework
 47




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
       
 48




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
        
 49




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##### Table of Contents



El PASO PIPELINE PARTNERS, L.P.
 
 CONSOLIDATED STATEMENTS OF INCOME
 (In millions, except per unit amounts)
 Year Ended December 31,2009
    
    
    2008
    
    
    2007Operating revenues
    
    $
    537.6
    
    
    $
    457.2
    
    
    $
    418.1Operating expensesOperation and maintenance
    
    
    154.4
    
    
    
    147.2
    
    
    
    144.2Depreciation and amortization
    
    
    67.0
    
    
    
    58.6
    
    
    
    46.7Taxes, other than income taxes
    
    
    23.7
    
    
    
    21.6
    
    
    
    19.4245.1
    
    
    
    227.4
    
    
    
    210.3Operating income
    
    
    292.5
    
    
    
    229.8
    
    
    
    207.8Earnings from unconsolidated affiliates
    
    
    53.4
    
    
    
    32.9
    
    
    
    4.1Other income, net
    
    
    5.6
    
    
    
    9.7
    
    
    
    11.0Interest and debt expense, net
    
    
    (73.7
    )
    
    
    (61.6
    )
    
    
    (51.1
    )Affiliated interest income, net
    
    
    1.7
    
    
    
    23.2
    
    
    
    41.7Income before income taxes
    
    
    279.5
    
    
    
    234.0
    
    
    
    213.5Income tax expense
    
    
    
    
    
    
    
    
    
    
    44.1Income from continuing operations
    
    
    279.5
    
    
    
    234.0
    
    
    
    169.4Discontinued operations, net of income taxes
    
    
    
    
    
    
    
    
    
    
    5.8Net income
    
    
    279.5
    
    
    
    234.0
    
    
    
    175.2Net income attributable to noncontrolling interest
    
    
    (66.0
    )
    
    
    (62.4
    )
    
    
    (47.3
    )Net income attributable to El Paso Pipeline Partners, L.P.
    
    $
    213.5
    
    
    $
    171.6
    
    
    $
    127.9Net income attributable to El Paso Pipeline Partners,
L.P. per limited partner unit Basic and Diluted:Common units
    
    $
    1.64
    
    
    $
    1.26
    
    
    $
    0.11Subordinated units
    
    $
    1.56
    
    
    $
    1.12
    
    
    $
    0.11
  50




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El PASO PIPELINE PARTNERS, L.P.
 
 CONSOLIDATED BALANCE SHEETS
(In millions, except units)
 December 31,2009
    
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    17.4
    
    
    $
    10.9Accounts receivableCustomer, net of allowance of $0.5 in 2008
    
    
    14.2
    
    
    
    22.0Affiliates
    
    
    114.5
    
    
    
    138.2Other
    
    
    0.7
    
    
    
    3.1Materials and supplies
    
    
    11.2
    
    
    
    8.2Regulatory assets
    
    
    4.2
    
    
    
    28.4Other
    
    
    3.8
    
    
    
    3.7Total current assets
    
    
    166.0
    
    
    
    214.5Property, plant and equipment, at cost
    
    
    2,672.2
    
    
    
    2,542.5Less accumulated depreciation and amortization
    
    
    653.7
    
    
    
    634.4Total property, plant and equipment, net
    
    
    2,018.5
    
    
    
    1,908.1Other assetsInvestment in unconsolidated affiliates
    
    
    417.5
    
    
    
    410.8Note receivable from affiliates
    
    
    
    
    
    
    75.9Other
    
    
    66.2
    
    
    
    66.5483.7
    
    
    
    553.2Total assets
    
    $
    2,668.2
    
    
    $
    2,675.8LIABILITIES AND PARTNERS CAPITALCurrent liabilitiesAccounts payable and accrued liabilitiesTrade
    
    $
    7.3
    
    
    $
    17.5Affiliates
    
    
    26.9
    
    
    
    10.2Other
    
    
    15.6
    
    
    
    34.4Taxes payable
    
    
    16.1
    
    
    
    11.9Accrued interest
    
    
    6.7
    
    
    
    10.6Regulatory liabilities
    
    
    14.7
    
    
    
    29.2Contractual deposits
    
    
    8.7
    
    
    
    9.7Deferred credits
    
    
    6.3
    
    
    
    0.8Other
    
    
    7.3
    
    
    
    8.8Total current liabilities
    
    
    109.6
    
    
    
    133.1Other liabilitiesLong-term debt and other financing obligations, less current maturities
    
    
    1,357.6
    
    
    
    1,357.3Other liabilities
    
    
    39.4
    
    
    
    68.01,397.0
    
    
    
    1,425.3Commitments and contingencies (Note 8)Partners capitalEl Paso Pipeline Partners L.P. partners capitalCommon units
(97,622,247 and 84,970,498 units issued and outstanding
at December 31, 2009 and 2008)
    
    
    1,304.6
    
    
    
    1,064.8Subordinated units (27,727,411 units issued and outstanding at December 31, 2009 and 2008)
    
    
    297.4
    
    
    
    289.4General partner units (2,558,028 and 2,299,526 units issued and outstanding
at December 31, 2009 and 2008)
    
    
    (783.8
    )
    
    
    (574.9
    )Total El Paso Pipeline Partners L.P. partners capital
    
    
    818.2
    
    
    
    779.3Noncontrolling interests
    
    
    343.4
    
    
    
    338.1Total partners capital
    
    
    1,161.6
    
    
    
    1,117.4Total liabilities and partners capital
    
    $
    2,668.2
    
    
    $
    2,675.8
  51




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El PASO PIPELINE PARTNERS, L.P.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 Year Ended December 31,2009
    
    
    2008
    
    
    2007(In millions)Cash flows from operating activitiesNet income
    
    $
    279.5
    
    
    $
    234.0
    
    
    $
    175.2Less: income from discontinued operations, net of income taxes
    
    
    
    
    
    
    
    
    
    
    5.8Income from continuing operations
    
    
    279.5
    
    
    
    234.0
    
    
    
    169.4Adjustments to reconcile net income to net cash from operating activitiesDepreciation and amortization
    
    
    67.0
    
    
    
    58.6
    
    
    
    46.7Earnings from unconsolidated affiliates, adjusted for cash distributions
    
    
    (9.6
    )
    
    
    (9.8
    )
    
    
    (4.1
    )Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    7.7Other non-cash income items
    
    
    (15.1
    )
    
    
    (9.3
    )
    
    
    (7.0
    )Asset and liability changesAccounts receivable
    
    
    3.9
    
    
    
    (7.7
    )
    
    
    3.5Accounts payable
    
    
    4.4
    
    
    
    1.6
    
    
    
    6.4Taxes payable
    
    
    
    
    
    
    
    
    
    
    (56.4
    )Regulatory assets
    
    
    25.0
    
    
    
    (26.7
    )
    
    
    1.4Regulatory liabilities
    
    
    (11.0
    )
    
    
    12.3
    
    
    
    23.3Non-current liabilities
    
    
    (0.9
    )
    
    
    3.3
    
    
    
    (199.8
    )Other, net
    
    
    3.8
    
    
    
    (8.4
    )
    
    
    (0.1
    )Cash provided by (used in) continuing activities
    
    
    347.0
    
    
    
    247.9
    
    
    
    (9.0
    )Cash provided by discontinued activities
    
    
    
    
    
    
    
    
    
    
    3.3Net cash provided by (used in) operating activities
    
    
    347.0
    
    
    
    247.9
    
    
    
    (5.7
    )Cash flows from investing activitiesCapital expenditures
    
    
    (154.0
    )
    
    
    (218.4
    )
    
    
    (268.6
    )Cash paid to acquire additional interests in CIG and SNG
    
    
    (143.2
    )
    
    
    (254.3
    )
    
    
    Proceeds from sale of assets
    
    
    10.1
    
    
    
    
    
    
    
    Returns of capital on investment in unconsolidated affiliates
    
    
    2.4
    
    
    
    6.9
    
    
    
    Net change in notes receivable from affiliates
    
    
    105.8
    
    
    
    193.2
    
    
    
    160.2Other
    
    
    (0.5
    )
    
    
    1.4
    
    
    
    0.2Net cash used in investing activities
    
    
    (179.4
    )
    
    
    (271.2
    )
    
    
    (108.2
    )Cash flows from financing activitiesNet proceeds from issuance of common and general partner units
    
    
    216.4
    
    
    
    15.0
    
    
    
    537.2Net proceeds from (payments on) borrowings under credit facility
    
    
    (64.9
    )
    
    
    129.9
    
    
    
    453.9Net proceeds from issuance of long-term debt
    
    
    
    
    
    
    174.0
    
    
    
    Payments to retire long-term debt, including capital lease obligations
    
    
    (4.1
    )
    
    
    (104.0
    )
    
    
    (128.5
    )Cash distributions to unitholders and general partner
    
    
    (161.5
    )
    
    
    (96.1
    )
    
    
    Cash distributions to El Paso
    
    
    (75.7
    )
    
    
    (89.3
    )
    
    
    (747.8
    )Excess of cash paid for CIG interests over contributed book value
    
    
    (71.3
    )
    
    
    
    
    
    
    Contribution from parent
    
    
    
    
    
    
    
    
    
    
    7.1Cash provided by (used in) financing activities
    
    
    (161.1
    )
    
    
    29.5
    
    
    
    121.9Cash used in discontinued activities
    
    
    
    
    
    
    
    
    
    
    (3.3
    )Net cash provided by (used in) financing activities
    
    
    (161.1
    )
    
    
    29.5
    
    
    
    118.6Net change in cash and cash equivalents
    
    
    6.5
    
    
    
    6.2
    
    
    
    4.7Cash and cash equivalentsBeginning of period
    
    
    10.9
    
    
    
    4.7
    
    
    
    End of period
    
    $
    17.4
    
    
    $
    10.9
    
    
    $
    4.7
  52




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##### Table of Contents



El PASO PIPELINE PARTNERS, L.P.
 
 CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
(In millions, except units)
 Predecessor
    
    
    El Paso Pipeline Partners, L.P. Partners Capital
    
    
    
    
    
    
    TotalPartners
    
    
    Limited Partners
    
    
    General
    
    
    
    
    
    
    Noncontrolling
    
    
    PartnersCapital
    
    
    Common
    
    
    Subordinated
    
    
    Partner
    
    
    Total
    
    
    Interests
    
    
    CapitalBalance at December 31, 2006
    
    $
    854.6
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    382.1
    
    
    $
    1,236.7Net income
    
    
    108.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38.6
    
    
    
    146.6Reclassification to regulatory liabilities (Note 9)
    
    
    (2.9
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.1
    )
    
    
    (5.0
    )Balance at November 20, 2007
    
    
    959.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    418.6
    
    
    
    1,378.3Contribution of interests in CIG and SNG
    
    
    253.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    253.7Elimination of CIG additional acquired interest from historical capital
    
    
    (102.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (102.2
    )Distribution to noncontrolling interests
    
    
    (18.6
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18.6
    
    
    
    Distribution of discontinued operations
    
    
    (3.4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.4
    )
    
    
    (5.8
    )Contributions
    
    
    5.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.2
    
    
    
    10.0Cash distributions to El Paso
    
    
    (11.4
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11.4
    )Conversion to El Paso Pipeline Partners, L.P.
    
    
    (1,083.6
    )
    
    
    288.1
    
    
    
    280.9
    
    
    
    514.6
    
    
    
    1,083.6
    
    
    
    
    
    
    
    Issuance of common units, net of issuance costs
    
    
    
    
    
    
    537.2
    
    
    
    
    
    
    
    
    
    
    
    537.2
    
    
    
    
    
    
    
    537.2Net income
    
    
    
    
    
    
    6.5
    
    
    
    3.2
    
    
    
    10.2
    
    
    
    19.9
    
    
    
    8.7
    
    
    
    28.6Cash distributions to El Paso
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (736.4
    )
    
    
    (736.4
    )
    
    
    
    
    
    
    (736.4
    )Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.3
    
    
    
    0.3
    
    
    
    (0.6
    )
    
    
    (0.3
    )Balance at December 31, 2007
    
    
    
    
    
    
    831.8
    
    
    
    284.1
    
    
    
    (211.3
    )
    
    
    904.6
    
    
    
    447.1
    
    
    
    1,351.7Net income
    
    
    
    
    
    
    78.9
    
    
    
    33.3
    
    
    
    59.4
    
    
    
    171.6
    
    
    
    62.4
    
    
    
    234.0Issuance of common units, net of issuance costs
    
    
    
    
    
    
    15.0
    
    
    
    
    
    
    
    
    
    
    
    15.0
    
    
    
    
    
    
    
    15.0Cash distributions to unitholders and general partner
    
    
    
    
    
    
    (66.1
    )
    
    
    (28.0
    )
    
    
    (2.0
    )
    
    
    (96.1
    )
    
    
    
    
    
    
    (96.1
    )Cash distributions to El Paso
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (43.7
    )
    
    
    (43.7
    )
    
    
    (45.6
    )
    
    
    (89.3
    )Non-cash distribution to El Paso
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (144.1
    )
    
    
    (144.1
    )
    
    
    (125.9
    )
    
    
    (270.0
    )Excess of contributed book value of CIG and SNG over cash paid
    
    
    
    
    
    
    205.2
    
    
    
    
    
    
    
    4.5
    
    
    
    209.7
    
    
    
    
    
    
    
    209.7Elimination of CIG additional acquired interest from historical capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (237.9
    )
    
    
    (237.9
    )
    
    
    
    
    
    
    (237.9
    )Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    0.2
    
    
    
    0.1
    
    
    
    0.3Balance at December 31, 2008
    
    
    
    
    
    
    1,064.8
    
    
    
    289.4
    
    
    
    (574.9
    )
    
    
    779.3
    
    
    
    338.1
    
    
    
    1,117.4Net income
    
    
    
    
    
    
    149.1
    
    
    
    44.8
    
    
    
    19.6
    
    
    
    213.5
    
    
    
    66.0
    
    
    
    279.5Issuance of common and general partner units, net of issuance costs
    
    
    
    
    
    
    211.9
    
    
    
    
    
    
    
    4.5
    
    
    
    216.4
    
    
    
    
    
    
    
    216.4Cash distributions to unitholders and general partner
    
    
    
    
    
    
    (121.2
    )
    
    
    (36.7
    )
    
    
    (3.6
    )
    
    
    (161.5
    )
    
    
    
    
    
    
    (161.5
    )Cash distributions to El Paso
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15.0
    )
    
    
    (15.0
    )
    
    
    (60.7
    )
    
    
    (75.7
    )Cash paid to general partner to acquire additional interest in CIG
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (214.5
    )
    
    
    (214.5
    )
    
    
    
    
    
    
    (214.5
    )Other
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31, 2009
    
    $
    
    
    
    $
    1,304.6
    
    
    $
    297.4
    
    
    $
    (783.8
    )
    
    $
    818.2
    
    
    $
    343.4
    
    
    $
    1,161.6
  53




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##### Table of Contents



El PASO PIPELINE PARTNERS, L.P.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 1. Basis of Presentation and Significant Accounting Policies
 Organization
    Basis of Presentation and Principles of Consolidation
   54




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Use of Estimates
  Regulated Operations
  Cash and Cash Equivalents
  Allowance for Doubtful Accounts
  Materials and Supplies
  Natural Gas Imbalances
   55




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##### Table of Contents



Property, Plant and Equipment
     Asset and Investment Divestitures/Impairments
    56




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Revenue Recognition
  Environmental Costs and Other Contingencies
 Environmental Costs.
  Other Contingencies.
 Income Taxes
  57




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##### Table of Contents



Accounting for Asset Retirement Obligations
    Partners Capital
   58




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##### Table of Contents



Postretirement Benefits
     New Accounting Pronouncements Issued But Not Yet Adopted
  Transfers of Financial Assets.
 Variable Interest Entities.
 
 2. Contribution of Assets, Acquisitions and Divestitures
 Initial Contribution of Assets (IPO).
 Acquisition of Additional Interests in CIG and SNG.
 59




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##### Table of Contents



Divestitures
  2007(In millions)Revenues
    
    $
    Operating expenses
    
    
    Other income, net
    
    
    0.1Interest and debt expense
    
    
    Affiliated interest income, net
    
    
    8.9Income before income taxes
    
    
    9.0Income taxes
    
    
    3.2Income from discontinued operations, net of income taxes
    
    $
    5.8
 60




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##### Table of Contents



3. Partners Capital
     Unit ReconciliationTotalLimited Partner Units
    
    
    General
    
    
    PartnersCommon
    
    
    Subordinated
    
    
    Partner
    
    
    CapitalBalance at December 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Formation of El Paso Pipeline Partners, L.P
    
    
    28,437,786
    
    
    
    27,727,411
    
    
    
    1,732,963
    
    
    
    57,898,160Issuance of units to public
    
    
    28,750,000
    
    
    
    
    
    
    
    
    
    
    
    28,750,000Balance at December 31, 2007
    
    
    57,187,786
    
    
    
    27,727,411
    
    
    
    1,732,963
    
    
    
    86,648,160Unit based compensation to non-employee directors
    
    
    21,101
    
    
    
    
    
    
    
    
    
    
    
    21,101Issuance of units to public
    
    
    873,000
    
    
    
    
    
    
    
    
    
    
    
    873,000Acquisition of additional interests in CIG and SNG
    
    
    26,888,611
    
    
    
    
    
    
    
    566,563
    
    
    
    27,455,174Balance at December 31, 2008
    
    
    84,970,498
    
    
    
    27,727,411
    
    
    
    2,299,526
    
    
    
    114,997,435Unit-based compensation to non-employee directors (1)
    
    
    1,749
    
    
    
    
    
    
    
    
    
    
    
    1,749Issuance of units to public
    
    
    12,650,000
    
    
    
    
    
    
    
    258,502
    
    
    
    12,908,502Balance at December 31, 2009
    
    
    97,622,247
    
    
    
    27,727,411
    
    
    
    2,558,028
    
    
    
    127,907,686
 
 (1)
    
    Amount is net of 4,575 forfeited unvested restricted common units. Subsequent Event.
 61




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##### Table of Contents



4. Earnings Per Unit and Cash Distributions
 Earnings per unit.
    Allocation of Net Income Attributable to El Paso Pipeline Partners, L.P.
 2009
    
    
    2008
    
    
    2007(In Millions)Net income attributable to El Paso Pipeline Partners, L.P
    
    $
    213.5
    
    
    $
    171.6
    
    
    $
    127.9Less: CIG preacquisition earnings allocated to general partner subsequent to initial public
offering
    
    
    (14.6
    )
    
    
    (57.1
    )
    
    
    (10.0
    )Earnings prior to initial public offering
    
    
    
    
    
    
    
    
    
    
    (108.0
    )Income subject to 2% allocation of general partner interest
    
    
    198.9
    
    
    
    114.5
    
    
    
    9.9Less: General partners interest in net income attributable to El Paso Pipeline Partners, L.P
    
    
    (4.0
    )
    
    
    (2.3
    )
    
    
    (0.2
    )General partners incentive distribution
    
    
    (1.0
    )
    
    
    
    
    
    
    Limited partners interest in net income attributable to El Paso Pipeline Partners, L.P. 
common and subordinated
    
    $
    193.9
    
    
    $
    112.2
    
    
    $
    9.7
 62




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##### Table of Contents



Net Income Attributable to El Paso Pipeline Partners, L.P. per Limited Partner Unit
 2009
    
    
    2008
    
    
    2007Common
    
    
    Subordinated
    
    
    Common
    
    
    Subordinated
    
    
    Common
    
    
    Subordinated(In millions, except for per unit amounts)Distributions (1)
    
    $
    132.7
    
    
    $
    37.8
    
    
    $
    86.0
    
    
    $
    33.3
    
    
    $
    7.3
    
    
    $
    3.6Undistributed earnings (losses)
    
    
    18.0
    
    
    
    5.4
    
    
    
    (4.9
    )
    
    
    (2.2
    )
    
    
    (0.8
    )
    
    
    (0.4
    )Limited partners interest in
net income attributable to El
Paso Pipeline Partners, L.P.
    
    $
    150.7
    
    
    $
    43.2
    
    
    $
    81.1
    
    
    $
    31.1
    
    
    $
    6.5
    
    
    $
    3.2Weighted average limited
partner units outstanding 
Basic and Diluted
    
    
    91.8
    
    
    
    27.7
    
    
    
    64.2
    
    
    
    27.7
    
    
    
    57.2
    
    
    
    27.7Net income attributable to El
Paso Pipeline Partners, L.P.
per limited partner unit 
Basic and Diluted
    
    $
    1.64
    
    
    $
    1.56
    
    
    $
    1.26
    
    
    $
    1.12
    
    
    $
    0.11
    
    
    $
    0.11
 
 (1)
    
    Reflects distributions declared to our common and subordinated unitholders of $1.3650 per
unit, $1.2025 per unit and $0.12813 per unit for the years ended December 31, 2009, 2008 and 2007. Subordinated units.
  Incentive distribution rights.
 63




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Cash Distributions to Unitholders.
 Total QuarterlyDistribution Per
    
    Total Cash
    
    Date of
    
    Date ofQuarters Ended
    
    Unit
    
    Distribution
    
    Declaration
    
    Distribution2007December 31, 2007(1)
    
    $
    0.12813
    
    
    $
    11.1
    
    
    January 2008
    
    February 20082008March 31, 2008
    
    
    0.28750
    
    
    
    24.9
    
    
    April 2008
    
    May 2008June 30, 2008
    
    
    0.29500
    
    
    
    25.6
    
    
    July 2008
    
    August 2008September 30, 2008
    
    
    0.30000
    
    
    
    34.5
    
    
    October 2008
    
    November 2008December 31, 2008
    
    
    0.32000
    
    
    
    36.8
    
    
    January 2009
    
    February 20092009March 31, 2009
    
    
    0.32500
    
    
    
    37.4
    
    
    April 2009
    
    May 2009June 30, 2009
    
    
    0.33000
    
    
    
    42.2
    
    
    July 2009
    
    August 2009September 30, 2009
    
    
    0.35000
    
    
    
    45.1
    
    
    October 2009
    
    November 2009December 31, 2009
    
    
    0.36000
    
    
    
    50.3
    
    
    January 2010
    
    February 2010
 
 (1)
    
    The December 31, 2007 distribution of $0.12813 per unit was prorated for the
period beginning with the closing of our initial public offering through December 31, 2007.  
 5. Regulatory Assets and Liabilities
  2009
    
    
    2008(In millions)Current regulatory assetsDifference
between gas retained and consumed in operations
    
    $
    1.7
    
    
    $
    26.3Other
    
    
    2.5
    
    
    
    2.1Total current regulatory assets
    
    
    4.2
    
    
    
    28.4Non-current regulatory assetsTaxes on capitalized funds used during construction
    
    
    17.7
    
    
    
    18.2Unamortized loss on reacquired debt
    
    
    5.5
    
    
    
    6.4Postretirement benefits
    
    
    1.4
    
    
    
    2.2Other
    
    
    2.5
    
    
    
    2.5Total non-current regulatory assets
    
    
    27.1
    
    
    
    29.3Total regulatory assets
    
    $
    31.3
    
    
    $
    57.7Current regulatory liabilitiesDifference
between gas retained and consumed in operations
    
    $
    14.7
    
    
    $
    29.2Non-current regulatory liabilitiesProperty and plant depreciation
    
    
    17.8
    
    
    
    19.0Postretirement benefits
    
    
    9.7
    
    
    
    6.1Other
    
    
    0.2
    
    
    
    0.3Total non-current regulatory liabilities
    
    
    27.7
    
    
    
    25.4Total regulatory liabilities
    
    $
    42.4
    
    
    $
    54.6
 64




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##### Table of Contents



Difference between gas retained and gas consumed in operations:
 Taxes on capitalized funds used during construction:
 Unamortized loss on reacquired debt:
 Postretirement Benefits:
 Property and plant depreciation:
 65




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##### Table of Contents



6. Long-Term Debt and Other Financing Obligations
  As of December 31,2009
    
    
    2008(in millions)El Paso Pipeline Partners, L.P.Revolving credit facility, variable due 2012
    
    $
    520.0
    
    
    $
    584.9Note payable to El Paso, variable due 2012, LIBOR plus 3.5%
    
    
    10.0
    
    
    
    10.0Notes, variable due 2012, LIBOR plus 3.5%
    
    
    35.0
    
    
    
    35.0Notes, 7.76%, due 2011
    
    
    37.0
    
    
    
    37.0Notes, 7.93%, due 2012
    
    
    15.0
    
    
    
    15.0Notes, 8.00%, due 2013
    
    
    88.0
    
    
    
    88.0Colorado Interstate Gas CompanySenior Notes, 5.95%, due 2015
    
    
    35.0
    
    
    
    35.0Senior Notes, 6.80%, due 2015
    
    
    339.9
    
    
    
    339.9Senior Debentures, 6.85%, due 2037
    
    
    100.0
    
    
    
    100.0Total long-term debt
    
    
    1,179.9
    
    
    
    1,244.8Other financing obligations
    
    
    182.7
    
    
    
    116.1Total long-term debt and other financing obligations
    
    
    1,362.6
    
    
    
    1,360.9Less: Current maturities
    
    
    5.0
    
    
    
    3.6Total long-term debt and other financing obligations, less current maturities
    
    $
    1,357.6
    
    
    $
    1,357.3
 Debt Maturities.
 2010
    
    $
    5.02011
    
    
    42.02012
    
    
    585.02013
    
    
    93.02014
    
    
    5.0Thereafter
    
    
    632.6Total long-term debt and other financing obligations
    
    $
    1,362.6
 Credit Facility.
   
    
    prohibiting the borrowers from creating or incurring indebtedness (except for certain
specified permitted indebtedness) if such incurrence would cause a breach of the leverage
ratio described below;
    
    prohibiting WIC from creating or incurring indebtedness in excess of $50 million (other
than indebtedness under the Credit Facility);
    
    limiting our ability and that of the borrowers and our other restricted subsidiaries
from creating or incurring certain liens on our respective properties (subject to
enumerated exceptions);
 66




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##### Table of Contents




    
    limiting our ability to make distributions and equity repurchases (which shall be
permitted if no insolvency default or event of default exists); and
    
    prohibiting consolidations, mergers and asset transfers by us, the borrowers and our
other restricted subsidiaries (subject to enumerated exceptions).
   EPB Other Debt Obligations.
 CIG Debt.
  Other Financing Obligations.
  67




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##### Table of Contents



Totem Gas Storage financing obligation.
 High Plains Pipeline financing obligation.
 Capital Lease.
 Year Ending December 31,
    
    (In millions)2010
    
    $
    1.32011
    
    
    1.22012
    
    
    1.12013
    
    
    1.12014
    
    
    1.0Thereafter
    
    
    7.9Total minimum lease payments
    
    
    13.6Less: amount representing interest
    
    
    (6.2
    )Present value of net minimum lease payments
    
    $
    7.4
 
 7. Fair Value of Financial Instruments
 As of December 31,2009
    
    2008Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    Value(In millions)Long-term financing obligations, including current maturities
    
    $
    1,362.6
    
    
    $
    1,374.7
    
    
    $
    1,360.9
    
    
    $
    1,126.3
  
 8. Commitments and Contingencies
 Legal Proceedings
 WIC Line 124A Rupture
 68




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##### Table of Contents



Gas Measurement Cases. re: Natural Gas Royalties Qui
Tam Litigation,
 Will Price, et
al. v. Gas Pipelines and Their Predecessors, et al.,
  Environmental Matters
   Balance at January 1, 2009
    
    $
    13.3Additions/adjustments for remediation activities
    
    
    1.0Payments for remediation activities
    
    
    (3.5
    )Balance at December 31, 2009
    
    $
    10.8
  69




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##### Table of Contents



Regulatory Matter
 Fuel Recovery Mechanism.
 Other Commitments
 Capital Commitments
 Transportation and Storage Commitments
 Operating Leases.
 Year Ending December 31,
    
    (In millions)2010
    
    $
    2.22011
    
    
    2.32012
    
    
    2.32013
    
    
    2.42014
    
    
    2.4Thereafter
    
    
    0.6Total minimum lease payments
    
    
    12.2
  Other Commercial Commitments
 70




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##### Table of Contents



9.
Retirement Benefits
 Pension and Retirement Savings Plans.
 Postretirement Benefits Plan.
 Accumulated Postretirement Benefit Obligation, Plan Assets and Funded Status.
  December 31,
    
    
    December 31,2009
    
    

    2008(In millions)Change in accumulated postretirement benefit obligation:Accumulated postretirement benefit obligation  beginning of period
    
    $
    7.6
    
    
    $
    7.3Interest cost
    
    
    0.4
    
    
    
    0.5Participant contributions
    
    
    0.4
    
    
    
    0.5Actuarial (gain) loss
    
    
    (2.3
    )
    
    
    0.8Benefits paid(1)
    
    
    (0.8
    )
    
    
    (1.5
    )Accumulated postretirement benefit obligation  end of period
    
    $
    5.3
    
    
    $
    7.6Change in plan assets:Fair value of plan assets  beginning of period
    
    $
    12.5
    
    
    $
    18.0Actual return on plan assets
    
    
    2.0
    
    
    
    (4.3
    )Participant contributions
    
    
    0.4
    
    
    
    0.5Benefits paid
    
    
    (1.0
    )
    
    
    (1.7
    )Fair value of plan assets  end of period
    
    $
    13.9
    
    
    $
    12.5Reconciliation of funded status:Fair value of plan assets
    
    $
    13.9
    
    
    $
    12.5Less: accumulated postretirement benefit obligation
    
    
    5.3
    
    
    
    7.6Net asset at December 31
    
    $
    8.6
    
    
    $
    4.9
 
 (1)
    
    Amounts shown net of a subsidy of approximately $0.2 million for each of the
years ended December 31, 2009 and 2008 related to the Medicare Prescription Drug, Improvement,
and Modernization Act of 2003. 71




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Plan Assets
  Expected Payment of Future Benefits.
 Year Ending
    
    ExpectedDecember 31,
    
    Payments(1)2010
    
    $
    0.72011
    
    
    0.72012
    
    
    0.62013
    
    
    0.62014
    
    
    0.52015 - 2019
    
    
    2.0
 
 (1)
    
    Includes a reduction of approximately $0.2 million in each of the years 2010 -
2014 and approximately $0.8 million in aggregate for 2015  2019 for an expected subsidy
related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003. Actuarial Assumptions and Sensitivity Analysis.
 2009
    
    2008
    
    2007(Percent)Assumptions related to benefit obligations at December 31, 2009 and 2008
and September 30, 2007 measurement dates:Discount rate
    
    
    5.06
    
    
    
    5.82
    
    
    
    6.05Assumptions related to benefit costs at December 31:Discount rate
    
    
    5.82
    
    
    
    6.05
    
    
    
    5.50Expected return on plan assets(1)
    
    
    8.00
    
    
    
    8.00
    
    
    
    8.00
 
 (1)
    
    The expected return on plan assets is a pre-tax rate of return based on our
targeted portfolio of investments. CIGs postretirement benefit plans investment earnings are
subject to unrelated business income taxes at a rate of 35%. The expected return on plan
assets for CIGs postretirement benefit plan is calculated using the after-tax rate of return. 72




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##### Table of Contents



Components of Net Benefit Income.
 2009
    
    
    2008
    
    
    2007(In millions)Interest cost
    
    $
    0.4
    
    
    $
    0.4
    
    
    $
    0.6Expected return on plan assets
    
    
    (0.6
    )
    
    
    (0.9
    )
    
    
    (0.9
    )Other
    
    
    (0.3
    )
    
    
    (0.7
    )
    
    
    (0.5
    )Net postretirement benefit income
    
    $
    (0.5
    )
    
    $
    (1.2
    )
    
    $
    (0.8
    )
 
 10. Transactions with Major Customers
  2009
    
    2008
    
    2007(In millions)PSCo
    
    $
    156.1
    
    
    $
    92.4
    
    
    $
    93.7Anadarko Petroleum Corporation and Subsidiaries
    
    
    70.6
    
    
    
    62.6
    
    
    
    39.5Williams Gas Marketing, Inc.
    
    
    62.8
    
    
    
    41.9
    
    
    
    46.3
 
 11. Supplemental Cash Flow Information
  2009
    
    2008
    
    2007(In millions)Interest paid, net of capitalized amounts
    
    $
    71.5
    
    
    $
    56.1
    
    
    $
    60.5Income tax payments
    
    
    
    
    
    
    
    
    
    
    277.0
    (1)
 
 (1)
    
    Includes amounts related to the settlement of current and deferred tax balances due to
CIGs conversion to a partnership in November 2007 (see Note 12). 
 12. Investments in Unconsolidated Affiliates and Transactions with Affiliates
 Investments in Unconsolidated Affiliates
 SNG.
 WYCO.
 73




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##### Table of Contents



Net Investment and Earnings
 Earnings fromInvestment
    
    
    Unconsolidated AffiliatesDecember 31,
    
    
    December 31,
    
    
    Year Ended December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2007(1)(In millions)
    
    
    (In millions)SNG
    
    $
    403.4
    
    
    $
    393.8
    
    
    $
    52.5
    
    
    $
    29.8
    
    
    $
    2.6Other
    
    
    14.1
    
    
    
    17.0
    
    
    
    0.9
    
    
    
    3.1
    
    
    
    1.5Total
    
    $
    417.5
    
    
    $
    410.8
    
    
    $
    53.4
    
    
    $
    32.9
    
    
    $
    4.1
 SNG Summarized Financial Information
 Results of operations
 Year Ended December 31,2009
    
    
    2008
    
    
    2007(1)(In millions)Operating results data:Operating revenues
    
    $
    127.4
    
    
    $
    73.3
    
    
    $
    5.9Operating expenses
    
    
    63.6
    
    
    
    38.1
    
    
    
    2.6Income from continuing operations and net income
    
    $
    52.5
    
    
    $
    29.8
    
    
    $
    2.6
 
 (1)
    
    Amounts for 2007 are calculated from the date of the initial public offering to December
31, 2007. Financial position data
 December 31,
    
    
    December 31,2009
    
    
    2008(In millions)Current assets
    
    $
    23.5
    
    
    $
    26.3Non-current assets
    
    
    640.7
    
    
    
    630.9Current liabilities
    
    
    26.6
    
    
    
    23.0Long-term debt
    
    
    227.4
    
    
    
    227.4Other non-current liabilities
    
    
    6.8
    
    
    
    13.0Net assets
    
    $
    403.4
    
    
    $
    393.8
 Transactions with Affiliates
 Distributions/Contributions.
 Distributions Received from SNG.
 74




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##### Table of Contents



CIG Distributions to El Paso
 CIG Cash Distributions to El Paso
 Year Ended December 31,2009
    
    
    2008(In millions)Distributions to noncontrolling interest holder
    
    $
    60.7
    
    
    $
    45.6Distributions of pre-acquisition earnings
    
    
    15.0
    
    
    
    43.7Cash distributions to El Paso
    
    $
    75.7
    
    
    $
    89.3
  CIG Non-Cash Distribution to El Paso.
 Affiliate Revenues and Expenses.
   Year Ended December 31,2009
    
    2008
    
    2007(in millions)Revenues from affiliates
    
    $
    16.1
    
    
    $
    21.9
    
    
    $
    19.2Operation and maintenance expense from affiliates
    
    
    88.7
    
    
    
    80.7
    
    
    
    51.1Reimbursement of operating expenses charged to affiliates
    
    
    12.0
    
    
    
    11.9
    
    
    
    9.8
 75




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##### Table of Contents



Cash Management Program.
 Notes Receivable and Payable with Affiliates.
 Income Taxes.
 Accounts Receivable Sales Program.
  Other Affiliate Balances.
  Indemnification.
 76




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##### Table of Contents



13. Income Taxes
  Components of Income Taxes.
 2007(In millions)CurrentFederal
    
    $
    32.7State
    
    
    3.736.4DeferredFederal
    
    
    6.9State
    
    
    0.87.7Total income taxes
    
    $
    44.1
 Effective Tax Rate Reconciliation.
 2007(In millions,except for rates)Income taxes at the statutory federal rate of 35%
    
    $
    74.7Increase (decrease)Pretax income not subject to income taxes after conversion to partnership
    
    
    (11.9
    )State income taxes, net of federal income tax benefit
    
    
    3.1Income associated with non-taxable entities
    
    
    (21.8
    )Income tax expense
    
    $
    44.1Effective tax rate
    
    
    21
    %
 77




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##### Table of Contents



14. Supplemental Selected Quarterly Financial Information (Unaudited)
  Quarters Ended
    
    Year toMarch 31
    
    June 30
    
    September 30
    
    December 31 (1)
    
    Date(in millions, except per unit amounts)2009Operating revenues
    
    $
    135.3
    
    
    $
    122.4
    
    
    $
    128.8
    
    
    $
    151.1
    
    
    $
    537.6Operating income
    
    
    72.8
    
    
    
    64.5
    
    
    
    67.0
    
    
    
    88.2
    
    
    
    292.5Earnings from unconsolidated affiliates
    
    
    12.8
    
    
    
    12.3
    
    
    
    11.9
    
    
    
    16.4
    
    
    
    53.4Net income
    
    
    70.8
    
    
    
    62.5
    
    
    
    60.3
    
    
    
    85.9
    
    
    
    279.5Net income attributable to noncontrolling interests
    
    
    (17.4
    )
    
    
    (13.6
    )
    
    
    (13.7
    )
    
    
    (21.3
    )
    
    
    (66.0
    )Net income attributable to El Paso Pipeline
Partners, L.P.
    
    
    53.4
    
    
    
    48.9
    
    
    
    46.6
    
    
    
    64.6
    
    
    
    213.5Net income attributable to El Paso Pipeline
Partners, L.P. per limited partner unit-Basic and DilutedCommon
    
    
    0.40
    
    
    
    0.38
    
    
    
    0.35
    
    
    
    0.51
    
    
    
    1.64Subordinated
    
    
    0.40
    
    
    
    0.34
    
    
    
    0.35
    
    
    
    0.47
    
    
    
    1.562008Operating revenues
    
    $
    121.8
    
    
    $
    106.6
    
    
    $
    103.3
    
    
    $
    125.5
    
    
    $
    457.2Operating income
    
    
    68.3
    
    
    
    45.8
    
    
    
    43.3
    
    
    
    72.4
    
    
    
    229.8Earnings from unconsolidated affiliates(2)
    
    
    9.6
    
    
    
    5.6
    
    
    
    4.8
    
    
    
    12.9
    
    
    
    32.9Net income
    
    
    72.5
    
    
    
    46.2
    
    
    
    43.9
    
    
    
    71.4
    
    
    
    234.0Net income attributable to noncontrolling interests
    
    
    (21.3
    )
    
    
    (10.5
    )
    
    
    (10.7
    )
    
    
    (19.9
    )
    
    
    (62.4
    )Net income attributable to El Paso Pipeline
Partners, L.P.
    
    
    51.2
    
    
    
    35.7
    
    
    
    33.2
    
    
    
    51.5
    
    
    
    171.6Net income attributable to El Paso Pipeline
Partners, L.P. per limited partner unit-Basic and DilutedCommon
    
    
    0.31
    
    
    
    0.27
    
    
    
    0.29
    
    
    
    0.37
    
    
    
    1.26Subordinated
    
    
    0.31
    
    
    
    0.27
    
    
    
    0.14
    
    
    
    0.37
    
    
    
    1.12
 
 (1)
    
    The quarter ended December 31, 2009 includes a gain of $7.8 million related to
the sale of the Natural Buttes compressor station and gas processing plant (see Note 2).(2)
    
    We acquired an additional 15 percent interest in SNG from El Paso on September 30,
2008. 78




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SCHEDULE II
 EL PASO PIPELINE PARTNERS, L.P.
VALUATION AND QUALIFYING ACCOUNTS
 Years Ended December 31, 2009, 2008 and 2007
(In millions)
 Balance at
    
    Charged to
    
    
    
    
    
    Charged to
    
    BalanceBeginning
    
    Costs and
    
    
    
    
    
    Other
    
    at EndDescription
    
    of Period
    
    Expenses
    
    Deductions
    
    Accounts
    
    of Period2009Allowance for doubtful accounts
    
    $
    0.5
    
    
    $
    (0.2
    )
    
    $
    
    
    
    $
    (0.3
    )
    
    $
    Legal reserves
    
    
    1.2
    
    
    
    1.1
    
    
    
    (2.3
    )
    
    
    
    
    
    
    Environmental reserves
    
    
    13.3
    
    
    
    1.0
    
    
    
    (3.5
    )
    
    
    
    
    
    
    10.82008Allowance for doubtful accounts
    
    $
    1.1
    
    
    $
    (0.7
    )
    
    $
    
    
    
    $
    0.1
    
    
    $
    0.5Legal reserves
    
    
    
    
    
    
    1.2
    
    
    
    
    
    
    
    
    
    
    
    1.2Environmental reserves
    
    
    14.9
    
    
    
    1.5
    
    
    
    (3.1
    )
    
    
    
    
    
    
    13.32007Allowance for doubtful accounts
    
    $
    0.9
    
    
    $
    0.1
    
    
    $
    
    
    
    $
    0.1
    
    
    $
    1.1Legal reserves
    
    
    
    
    
    
    3.1
    
    
    
    (3.1
    )
    
    
    
    
    
    
    Environmental reserves
    
    
    17.1
    
    
    
    0.9
    
    
    
    (3.1
    )
    
    
    
    
    
    
    14.9
 79




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 ITEM 9B.
    
    OTHER INFORMATION
  80




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##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Partnership Management
      81




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##### Table of Contents



Directors and Executive Officers of Our General Partner
  Name
    
    Age
    
    Position with El Paso Pipeline GP Company, L.L.C.Ronald L. Kuehn, Jr
    
    
    74
    
    
    Chairman of the BoardJames C. Yardley
    
    
    58
    
    
    Director, President and Chief Executive OfficerJohn R. Sult
    
    
    50
    
    
    Director, Senior Vice President and Chief Financial OfficerRobert W. Baker
    
    
    53
    
    
    Executive Vice President and General CounselJames J. Cleary
    
    
    55
    
    
    Senior Vice PresidentDaniel B. Martin
    
    
    53
    
    
    Senior Vice PresidentNorman G. Holmes
    
    
    53
    
    
    Senior Vice PresidentDouglas L. Foshee
    
    
    50
    
    
    DirectorD. Mark Leland
    
    
    48
    
    
    DirectorArthur C. Reichstetter
    
    
    63
    
    
    DirectorWilliam A. Smith
    
    
    65
    
    
    Director
 Ronald L. Kuehn, Jr.
 James C. Yardley.
 John R. Sult.
 Robert W. Baker.
 82




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##### Table of Contents



James J. Cleary.
 Daniel B. Martin.
 Norman G. Holmes.
 Douglas L. Foshee
 D. Mark Leland.
 83




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##### Table of Contents



Arthur C. Reichstetter.
 William A. Smith
  Audit Committee
  Corporate Governance Guidelines and Code of Ethics
 www.eppipelinepartners.com
 84




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##### Table of Contents



www.eppipelinepartners.com.
 Executive Sessions of the Board and Communications by Interested Parties
   Web Access
 www.eppipelinepartners.com
 Reimbursement of Expenses of Our General Partner
  Section 16(a) Beneficial Ownership Reporting Compliance
  85




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##### Table of Contents



ITEM 11.
    
    EXECUTIVE COMPENSATION
  Compensation Discussion and Analysis
  
    
    El Paso makes available to El Paso Pipeline GP Company, L.L.C. the services of the El
Paso employees who serve as the executive officers of El Paso Pipeline GP Company, L.L.C.;
and
    
    El Paso Pipeline GP Company, L.L.C. is obligated to reimburse El Paso for any allocated
portion of the costs that El Paso incurs in providing compensation and benefits to such El
Paso employees.
   LTIP
 Long-Term Incentive Plan
  86




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##### Table of Contents



Compensation of Directors
  Cash Retainer
 Initial Equity Grant
 Annual Equity Grant
 87




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##### Table of Contents



Director Compensation Table
  Director Compensation
for the Year Ended December 31, 2009 (1)
 Fees Earned or
    
    
    
    
    
    All OtherName
    
    Paid in Cash(2)
    
    Stock Awards(3)(4)
    
    Compensation(5)
    
    TotalRonald L. Kuehn, Jr.
    
    $
    50,000
    
    
    $
    64,020
    
    
    $
    7,150
    
    
    $
    121,170Arthur C. Reichstetter
    
    
    58,000
    
    
    
    64,020
    
    
    
    6,942
    
    
    
    128,962William A. Smith
    
    
    50,000
    
    
    
    66,564
    
    
    
    7,081
    
    
    
    123,645
 
 (1)
    
    Employee directors do not receive any additional compensation for serving on the
board of directors of our general partner; therefore no amounts are shown for Messrs. Foshee,
Sult, Leland and Yardley. Amounts paid as reimbursable business expenses to each director for
attending board functions are not reflected in this table. Our general partner does not
consider the directors reimbursable business expenses for attending board functions and other
business expenses required to perform board duties to have a personal benefit and thus be
considered a perquisite.(2)
    
    This column reflects the value of a directors annual retainer, as well as the
additional retainer for the chairman of the audit committee.(3)
    
    The amount in this column represents the dollar amount recognized for financial
reporting purposes for the fiscal year ended December 31, 2009 of restricted common units
granted in 2009 and prior years.(4)
    
    The grant date fair value of the annual restricted unit grants made to Messrs.
Kuehn, Reichstetter and Smith on December 1, 2009 was $50,002.(5)
    
    The amount in this column for Mr. Kuehn represents $6,942 in cash distributions
received on unvested restricted common units and $208 for an airline ticket for an occasion
when the directors spouse accompanied him on a business-related flight using a commercial
carrier. The amount in this column for Messrs. Reichstetter and Smith represent cash
distributions received on unvested restricted common units. 88




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
  
    
    each person known by us to be a beneficial owner of more than 5% of the units;
    
    each of the directors of our general partner;
    
    each of the named executive officers of our general partner; and
    
    all directors and executive officers of our general partner as a group.
   Percentage of
    
    
    
    
    
    Percentage of
    
    Percentage ofCommon
    
    Common
    
    Subordinated
    
    Subordinated
    
    Total CommonUnits
    
    Units
    
    Units
    
    Units
    
    and SubordinatedBeneficially
    
    Beneficially
    
    Beneficially
    
    Beneficially
    
    Units BeneficiallyName of Beneficial Owner(1)
    
    Owned
    
    Owned
    
    Owned
    
    Owned
    
    OwnedEl Paso Corporation(2)
    
    
    55,326,397
    
    
    
    51.5
    %
    
    
    27,727,411
    
    
    
    100
    %
    
    
    61.4
    %Ronald L. Kuehn, Jr.
    
    
    67,347
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *James C. Yardley
    
    
    10,000
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *Robert W. Baker
    
    
    5,000
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *John R. Sult
    
    
    10,000
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *James J. Cleary
    
    
    2,000
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *Daniel B. Martin
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *Norman G. Holmes
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *Douglas L. Foshee
    
    
    25,000
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *D. Mark Leland
    
    
    13,200
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *Arthur C. Reichstetter
    
    
    107,347
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *William A. Smith
    
    
    7,452
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *All directors and executive
officers as a group (eleven
persons)
    
    
    247,346
    
    
    
    *
    
    
    
    
    
    
    
    
    %
    
    
    *
 
 *
    
    Less than 1%.(1)
    
    Unless otherwise indicated, the address for all beneficial owners in this table is
El Paso Building, 1001 Louisiana Street, Houston, Texas 77002.(2)
    
    El Paso Corporation is the ultimate parent company of El Paso Pipeline Holding
Company, L.L.C., the sole owner of the member interests of our general partner and El Paso
Pipeline LP Holdings, L.L.C., the owner of 55,326,397 common units and 27,727,411 subordinated
units.
El Paso Corporation may, therefore, be deemed to beneficially own the units held by El Paso
Pipeline LP Holdings, L.L.C. 89




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##### Table of Contents



Shares of
    
    Shares
    
    
    
    
    
    Percentage ofCommon
    
    Underlying
    
    Total Shares
    
    Total SharesStock
    
    Options
    
    of Common
    
    of CommonOwned
    
    Exercisable
    
    Stock
    
    StockDirectly or
    
    Within
    
    Beneficially
    
    BeneficiallyName of Beneficial Owner
    
    Indirectly
    
    60 Days(1)
    
    Owned
    
    Owned(2)Ronald L. Kuehn, Jr.
    
    
    114,501
    (3)
    
    
    8,000
    
    
    
    122,501
    
    
    
    *James C. Yardley
    
    
    274,233
    
    
    
    477,421
    
    
    
    751,654
    
    
    
    *Robert W. Baker
    
    
    316,512
    
    
    
    670,141
    
    
    
    986,653
    
    
    
    *John R. Sult
    
    
    85,588
    
    
    
    149,985
    
    
    
    235,573
    
    
    
    *James J. Cleary
    
    
    59,045
    
    
    
    271,469
    
    
    
    330,514
    
    
    
    *Daniel B. Martin
    
    
    151,068
    
    
    
    242,662
    
    
    
    393,730
    
    
    
    *Norman G. Holmes
    
    
    57,989
    
    
    
    164,512
    
    
    
    222,501
    
    
    
    *Douglas L. Foshee
    
    
    1,073,374
    
    
    
    2,854,192
    
    
    
    3,927,566
    
    
    
    *D. Mark Leland
    
    
    299,007
    
    
    
    539,800
    
    
    
    838,807
    
    
    
    *Arthur C. Reichstetter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *William A. Smith
    
    
    
    (4)
    
    
    
    
    
    
    
    
    
    
    *All directors and
executive officers as a
group (eleven persons)
    
    
    2,431,317
    
    
    
    5,378,182
    
    
    
    7,809,499
    
    
    
    1.1
    %
 
 *
    
    Less than 1%.(1)
    
    The shares indicated represent stock options granted under El Pasos current or
previous stock option plans, which are currently exercisable or which will become exercisable
within 60 days of February 12, 2010. Shares subject to options cannot be voted.(2)
    
    Based on 701,314,549 shares outstanding as of February 12, 2010.(3)
    
    Excludes 28,720 shares owned by Mr. Kuehns wife or children. Mr. Kuehn disclaims any beneficial ownership in these 28,720 shares.(4)
    
    Excludes 8,562 shares owned by Mr. Smiths wife. Mr. Smith disclaims any beneficial ownership in these 8,562 shares. EQUITY COMPENSATION PLAN INFORMATION TABLE
  (a)

    
    (b)

    
    (c)Number of SecuritiesRemaining Available forNumber of Securities
    
            
    
    Future Issuance underto be Issued upon
    
    Weighted-Average
    
    Equity CompensationExercise of
    
    Exercise Price of
    
    Plans (ExcludingOutstanding Options,
    
    Outstanding Options,
    
    Securities Reflected inPlan Category
    
    Warrants and Rights
    
    Warrants and Rights
    
    Column (a))Equity compensation
plans approved by
unitholders
    
    
    
    
    
    $
    
    
    
    
    Equity compensation plans
not approved by
unitholders(1)
    
    
    
    
    
    $
    
    
    
    
    1,227,150Total
    
    
    
    
    
    $
    
    
    
    
    1,227,150
 
 (1)
    
    Please read Executive Compensation  Long-Term Incentive Plan for a
description of the material features of the plan, including the awards that may be granted
under the plan. 90




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  Distributions and Payments to Our General Partner and Its Affiliates
  Operational StageDistributions of available cash to our
general partner and its affiliates
    
    We will generally make cash distributions 98 percent to
unitholders, including our general partner and its affiliates
as holders of an aggregate of 55,326,397 common units, all of
the subordinated units and the remaining two percent to our
general partner. In addition, if distributions exceed the
minimum quarterly distribution and other higher target levels,
our general partner will be entitled to increasing percentages
of the distributions, up to
50 percent of the distributions above the highest target level.Payments to our general partner and its
affiliates
    
    Our general partner does not receive a management fee or other
compensation for the management of our partnership. Our
general partner and its affiliates are reimbursed, however,
for all direct and indirect expenses incurred on our behalf.
Our general partner determines the amount of these expenses.
In addition we will reimburse El Paso and its affiliates for
the payment of certain operating expenses and for the
provision of various general and administrative services for
our benefit.Withdrawal or removal of our general partner
    
    If our general partner withdraws or is removed, its general
partner interest and its incentive distribution rights will
either be sold to the new general partner for cash or
converted into common units, in each case for an amount equal
to the fair market value of those interests.Liquidation StageLiquidation
    
    Upon our liquidation, the partners, including our general
partner, will be entitled to receive liquidating distributions
according to their particular capital account balances.
 Omnibus Agreement
  
    
    reimbursement of certain operating and general and administrative expenses;
    
    indemnification for certain environmental contingencies, tax contingencies and
right-of-way defects;
    
    reimbursement for certain expenditures; and
    
    the guaranty by El Paso of certain expenses under intercompany agreements related to
the Elba Island LNG terminal expansion.
 91




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##### Table of Contents



Reimbursement of Operating and General and Administrative Expense
    Competition
  Indemnification
    92




---



##### Table of Contents



SNG Guarantee of Elba Island Expansion
  SNG Guarantee of Elba Express Expansion
  Contracts with Affiliates
 Contribution Agreement
   93




---



##### Table of Contents



Note Receivable
  Note Payable
    CIG and SNG General Partnership Agreements
 General.
 provided
  94




---



##### Table of Contents



Governance.
   
    
    dissolution of the partnership;
    
    causing or permitting the partnership to take certain bankruptcy actions;
    
    mortgaging or pledging assets with a value exceeding $225
million in the case of CIG and any assets in the case of SNG;
    
    the commencement or the resolution before the FERC (or any U.S. Court of Appeals of an
appeal of a FERC order) of certain actions under the Natural Gas Act,
or any other proceeding before the FERC that would result in a $50
million or more (i) reduction in revenue or (ii) payment of
penalties, refunds or interest;
    
    any amendment of the partnership agreement;
    
    the admission of any person as a partner (other than a permitted transferee of a
partner);
    
    any proposal to dispose of assets of such partnership with a value exceeding $225
million in the case of CIG and $450 million in the case of SNG;
    
    the disposition of all or substantially all of the assets of the partnership, and any
disposition of interests in the partnership that would result in a termination under
Section 708 of the Code;
    
    any merger, consolidation or conversion of the partnership;
    
    entering into new lines of business, including but not limited to, those that do not
generate qualifying income under Section 7704 of the Internal Revenue Code; and
    
    any amendment to the master services agreement to which the partnership is a party,
other than any amendment that the management committee determines would not materially
adversely affect such partnership.
 Quarterly Cash Distributions. plus
 95




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##### Table of Contents



Capital Calls to the Partners. plus
 Cash Management Programs
   CIG Operating Agreements
   96




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##### Table of Contents



Transportation Agreements
     Interconnection and Operational Balancing Agreements and Other Inter-Affiliate Agreements
   97




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##### Table of Contents



Other Agreements
   Review, Approval or Ratification of Transactions with Related Persons
  
    
    approved by the conflicts committee;
    
    approved by the vote of a majority of the outstanding common units, excluding any
common units owned by our general partner or any of its affiliates;
    
    on terms no less favorable to us than those generally being provided to or available
from unrelated third parties; or
    
    fair and reasonable to us, taking into account the totality of the relationships
between the parties involved, including other transactions that may be particularly
favorable or advantageous to us.
  98




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##### Table of Contents



Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees
  All Other Fees
    99




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##### Table of Contents



PART
IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   PageEl Paso Pipeline Partners, L.P.Reports of Independent Registered Public Accounting Firm
    
    
    48Consolidated Statements of Income
    
    
    50Consolidated Balance Sheets
    
    
    51Consolidated Statements of Cash Flows
    
    
    52Consolidated Statements of Partners Capital
    
    
    53Notes to Consolidated Financial Statements
    
    
    542. Financial Statement Schedules.Schedule II  Valuation and Qualifying Accounts
    
    
    79
     
    
    should not in all instances be treated as categorical statements of fact, but rather as a way
of allocating the risk to one of the parties if those statements prove to be inaccurate;
    
    may have been qualified by disclosures that were made to the other party in connection with
the negotiation of the applicable agreement, which disclosures are not necessarily reflected
in the agreement;
    
    may apply standards of materiality in a way that is different from what may be viewed as
material to certain investors; and
    
    were made only as of the date of the applicable agreement or such other date or dates as
maybe specified in the agreement and are subject to more recent developments.
  Undertaking
  (c)
    
    Financial Statements of 50-Percent-Or-Less-Owned Investees
  Southern Natural Gas CompanyReports of Independent Registered Public Accounting Firms

101Consolidated Statements of Income
and Comprehensive Income

103Consolidated Balance Sheets

104Consolidated Statements of Cash Flows

105Consolidated Statements of
Partners Capital/Stockholders Equity

106Notes to Consolidated Financial Statements

1072. Financial Statement Schedules.Schedule II  Valuation and
Qualifying Accounts

122
 100




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Report of Independent Registered Public Accounting Firm
       
 101




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
 102




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In millions)
 Year Ended December 31,2009
    
    
    2008
    
    
    2007Operating revenues
    
    $
    510
    
    
    $
    540
    
    
    $
    482Operating expensesOperation and maintenance
    
    
    173
    
    
    
    189
    
    
    
    160Depreciation and amortization
    
    
    55
    
    
    
    53
    
    
    
    53Taxes, other than income taxes
    
    
    27
    
    
    
    27
    
    
    
    27255
    
    
    
    269
    
    
    
    240Operating income
    
    
    255
    
    
    
    271
    
    
    
    242Earnings from unconsolidated affiliates
    
    
    11
    
    
    
    13
    
    
    
    88Other income, net
    
    
    2
    
    
    
    10
    
    
    
    13Interest and debt expense
    
    
    (62
    )
    
    
    (72
    )
    
    
    (91
    )Affiliated interest income
    
    
    2
    
    
    
    13
    
    
    
    19Income before income taxes
    
    
    208
    
    
    
    235
    
    
    
    271Income tax expense
    
    
    
    
    
    
    
    
    
    
    69Income from continuing operations
    
    
    208
    
    
    
    235
    
    
    
    202Discontinued operations, net of income taxes
    
    
    
    
    
    
    
    
    
    
    19Net income
    
    
    208
    
    
    
    235
    
    
    
    221Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    1Comprehensive income
    
    $
    208
    
    
    $
    235
    
    
    $
    222
  103




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
CONSOLIDATED BALANCE SHEETS
(In millions)
 December 31,2009
    
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    $
    
    
    
    $
    Accounts and notes receivableCustomer
    
    
    7
    
    
    
    3Affiliates
    
    
    64
    
    
    
    71Other
    
    
    2
    
    
    
    2Materials and supplies
    
    
    15
    
    
    
    14Other
    
    
    9
    
    
    
    15Total current assets
    
    
    97
    
    
    
    105Property, plant and equipment, at cost
    
    
    3,709
    
    
    
    3,636Less accumulated depreciation and amortization
    
    
    1,411
    
    
    
    1,373Total property, plant and equipment, net
    
    
    2,298
    
    
    
    2,263Other assetsInvestment in unconsolidated affiliate
    
    
    79
    
    
    
    81Note receivable from affiliate
    
    
    112
    
    
    
    95Other
    
    
    73
    
    
    
    85264
    
    
    
    261Total assets
    
    $
    2,659
    
    
    $
    2,629LIABILITIES AND PARTNERS CAPITALCurrent liabilitiesAccounts payableTrade
    
    $
    19
    
    
    $
    28Affiliates
    
    
    27
    
    
    
    10Other
    
    
    16
    
    
    
    18Taxes payable
    
    
    9
    
    
    
    8Accrued interest
    
    
    18
    
    
    
    18Asset retirement obligation
    
    
    14
    
    
    
    Other
    
    
    5
    
    
    
    10Total current liabilities
    
    
    108
    
    
    
    92Long-term debt
    
    
    910
    
    
    
    910Other liabilities
    
    
    27
    
    
    
    50Commitments and contingencies (Note 7)Partners capital
    
    
    1,614
    
    
    
    1,577Total liabilities and partners capital
    
    $
    2,659
    
    
    $
    2,629
  104




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 Year Ended December 31,2009
    
    
    2008
    
    
    2007Cash flows from operating activitiesNet income
    
    $
    208
    
    
    $
    235
    
    
    $
    221Less income from discontinued operations, net of income taxes
    
    
    
    
    
    
    
    
    
    
    19Income from continuing operations
    
    
    208
    
    
    
    235
    
    
    
    202Adjustments to reconcile net income to net cash from operating activitiesDepreciation and amortization
    
    
    55
    
    
    
    53
    
    
    
    53Deferred income tax expense
    
    
    
    
    
    
    
    
    
    
    23Earnings from unconsolidated affiliates, adjusted for cash distributions
    
    
    2
    
    
    
    3
    
    
    
    42Other non-cash income items
    
    
    (1
    )
    
    
    (5
    )
    
    
    (6
    )Asset and liability changesAccounts receivable
    
    
    4
    
    
    
    13
    
    
    
    (7
    )Accounts payable
    
    
    9
    
    
    
    7
    
    
    
    (13
    )Taxes payable
    
    
    
    
    
    
    
    
    
    
    (21
    )Other current assets
    
    
    18
    
    
    
    (5
    )
    
    
    5Other current liabilities
    
    
    10
    
    
    
    (9
    )
    
    
    (4
    )Non-current assets
    
    
    
    
    
    
    (11
    )
    
    
    (5
    )Non-current liabilities
    
    
    (19
    )
    
    
    4
    
    
    
    (320
    )Cash provided by (used in) continuing activities
    
    
    286
    
    
    
    285
    
    
    
    (51
    )Cash provided by discontinued activities
    
    
    
    
    
    
    
    
    
    
    25Net cash provided by (used in) operating activities
    
    
    286
    
    
    
    285
    
    
    
    (26
    )Cash flows from investing activitiesCapital expenditures
    
    
    (138
    )
    
    
    (138
    )
    
    
    (243
    )Net change in notes receivable from affiliate
    
    
    (18
    )
    
    
    289
    
    
    
    (152
    )Proceeds from the sale of assets
    
    
    41
    
    
    
    
    
    
    
    Cash provided by (used in) continuing activities
    
    
    (115
    )
    
    
    151
    
    
    
    (395
    )Cash used in discontinued activities
    
    
    
    
    
    
    
    
    
    
    (25
    )Net cash provided by (used in) investing activities
    
    
    (115
    )
    
    
    151
    
    
    
    (420
    )Cash flows from financing activitiesPayments to retire long-term debt
    
    
    
    
    
    
    (236
    )
    
    
    (584
    )Distributions to partners
    
    
    (171
    )
    
    
    (200
    )
    
    
    Net proceeds from issuance of long-term debt
    
    
    
    
    
    
    
    
    
    
    494Contribution from parent
    
    
    
    
    
    
    
    
    
    
    536Net cash provided by (used in) financing activities
    
    
    (171
    )
    
    
    (436
    )
    
    
    446Net change in cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    Cash and cash equivalentsBeginning of period
    
    
    
    
    
    
    
    
    
    
    End of period
    
    $
    
    
    
    $
    
    
    
    $
    
  105




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL/STOCKHOLDERS EQUITY
(In millions, except share amounts)
 AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    Total
    
    
    TotalCommon Stock
    
    
    Capital
    
    
    Retained
    
    
    Comprehensive
    
    
    Stockholders
    
    
    PartnerShares
    
    
    Amount
    
    
    Paid-in
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Equity
    
    
    CapitalJanuary 1, 2007
    
    
    1,000
    
    
    $
    
    
    
    $
    340
    
    
    $
    1,304
    
    
    $
    
    
    
    $
    1,644
    
    
    $
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    187
    
    
    
    
    
    
    
    187Other
comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    Adoption of new
tax accounting
standard, net of
income tax of
$(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    (5
    )
    
    
    Reclassification
to regulatory
liability
(Note 8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5
    )
    
    
    (5
    )
    
    
    October 31, 2007
    
    
    1,000
    
    
    
    
    
    
    
    340
    
    
    
    1,486
    
    
    
    (4
    )
    
    
    1,822
    
    
    
    Conversion to
general
partnership
(November 1, 2007)
    
    
    (1,000
    )
    
    
    
    
    
    
    (340
    )
    
    
    (1,486
    )
    
    
    4
    
    
    
    (1,822
    )
    
    
    1,822Contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    536Distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (850
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,542Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    235Distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (200
    )December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,577Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    208Distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (171
    )December 31, 2009
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,614
  106




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Summary of Significant Accounting Policies
 Basis of Presentation and Principles of Consolidation
    Use of Estimates
  Regulated Operations
  Cash and Cash Equivalents
  107




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Allowance for Doubtful Accounts
  Materials and Supplies
  Natural Gas Imbalances
   Property, Plant and Equipment
     108




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Asset and Investment Divestitures/Impairments
   Revenue Recognition
  109




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Environmental Costs and Other Contingencies
 Environmental Costs.
  Other Contingencies.
 Income Taxes
   Accounting for Asset Retirement Obligations
  110




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    2009
    
    
    2008(In millions)Net asset retirement obligation at January 1
    
    $
    20
    
    
    $
    Accretion expense
    
    
    2
    
    
    
    Changes in estimate
    
    
    (3
    )
    
    
    20Net asset retirement obligation at December 31(1)
    
    $
    19
    
    
    $
    20
 
 (1)
    
    For the year ended December 31, 2009, approximately $14 million of this amount
is reflected in current liabilities. Postretirement Benefits
     111




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 New Accounting Pronouncements Issued But Not Yet Adopted
  Transfers of Financial Assets
 Variable Interest Entities
 2. Divestitures
  (In millions)Revenues
    
    $
    61Costs and expenses
    
    
    (35
    )Other income, net
    
    
    4Interest and debt expense
    
    
    1Income before income taxes
    
    
    31Income taxes
    
    
    12Income from discontinued operations, net of income taxes
    
    $
    19
 3. Income Taxes
  Components of Income Tax Expense.
 (In millions)CurrentFederal
    
    $
    40State
    
    
    646DeferredFederal
    
    
    19State
    
    
    423Total income taxes
    
    $
    69
 112




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Effective Tax Rate Reconciliation.
 (In millions,except forrates)Income taxes at the statutory federal rate of 35%
    
    $
    95Increase (decrease)Pretax income not subject to income tax after conversion to partnership
    
    
    (11
    )State income taxes, net of federal income tax benefit
    
    
    6Earnings from unconsolidated affiliates where we anticipate receiving dividends
    
    
    (21
    )Income taxes
    
    $
    69Effective tax rate
    
    
    25
    %
 4. Fair Value of Financial Instruments
   2009
    
    2008Carrying
    
    Fair
    
    Carrying
    
    FairAmount
    
    Value
    
    Amount
    
    Value(In millions)Long-term debt, including current maturities
    
    $
    910
    
    
    $
    977
    
    
    $
    910
    
    
    $
    726
 5. Regulatory Assets and Liabilities
  2009
    
    
    2008(In millions)Current regulatory assets
    
    
    4
    
    
    
    1Non-current regulatory assetsTaxes on capitalized funds used during construction
    
    
    29
    
    
    
    34Unamortized loss on reacquired debt
    
    
    32
    
    
    
    36Other
    
    
    1
    
    
    
    4Total non-current regulatory assets
    
    
    62
    
    
    
    74Total regulatory assets
    
    $
    66
    
    
    $
    75Non-current regulatory liabilitiesPostretirement benefits
    
    $
    5
    
    
    $
    Other
    
    
    3
    
    
    
    4Total non-current regulatory liabilities
    
    $
    8
    
    
    $
    4
 113




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Taxes on Capitalized Funds Used During Construction:
 Unamortized Loss on Reacquired Debt:
 Postretirement Benefits:
 6. Debt and Credit Facilities
 Debt.
 2009
    
    
    2008(In millions)5.90% Notes due April 2017
    
    $
    500
    
    
    $
    5007.35% Notes due February 2031
    
    
    153
    
    
    
    1538.0% Notes due March 2032
    
    
    258
    
    
    
    258911
    
    
    
    911Less: Unamortized discount
    
    
    1
    
    
    
    1Total long-term debt, less current maturities
    
    $
    910
    
    
    $
    910
   7. Commitments and Contingencies
 Legal Proceedings
 Gas Measurement Cases. re: Natural Gas Royalties Qui Tam
Litigation,
 114




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   Environmental Matters
   Rates and Regulatory Matters
 Notice of Proposed Rulemaking
 Rate Case.
 Other Commitments
 Commercial Commitments.
 115




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Operating Leases.
 Year Ending
    
    OperatingDecember 31,
    
    Leases(In millions)2010
    
    $
    32011
    
    
    32012
    
    
    32013
    
    
    32014
    
    
    3Thereafter
    
    
    8Total
    
    $
    23
  Other Commercial Commitments
 Guarantees
 8. Retirement Benefits
 Pension and Retirement Savings Plans.
 Postretirement Benefits Plan.
 Accumulated Postretirement Benefit Obligation, Plan Assets and Funded Status.
 116




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  December 31,
    
    
    December 31,2009
    
    
    2008(In millions)Change in accumulated postretirement benefit obligation:Accumulated postretirement benefit obligation  beginning of period
    
    $
    61
    
    
    $
    62Interest cost
    
    
    4
    
    
    
    4Participant contributions
    
    
    1
    
    
    
    1Actuarial (gain) loss
    
    
    (1
    )
    
    
    1Benefits paid(1)
    
    
    (6
    )
    
    
    (7
    )Accumulated postretirement benefit obligation  end of period
    
    $
    59
    
    
    $
    61Change in plan assets:Fair value of plan assets  beginning period
    
    $
    46
    
    
    $
    66Actual return on plan assets
    
    
    8
    
    
    
    (17
    )Employer contributions
    
    
    4
    
    
    
    4Participant contributions
    
    
    
    
    
    
    1Benefits paid
    
    
    (6
    )
    
    
    (8
    )Fair value of plan assets  end of period
    
    $
    52
    
    
    $
    46Reconciliation of funded status:Fair value of plan assets
    
    $
    52
    
    
    $
    46Less: accumulated postretirement benefit obligation
    
    
    59
    
    
    
    61Net liability at December 31
    
    $
    (7
    )
    
    $
    (15
    )
 
 (1)
    
    Amounts shown net of a subsidy of approximately $1 million for each of the years
ended December 31, 2009 and 2008 related to the Medicare Prescription Drug, Improvement, and
Modernization Act of 2003. Plan Assets
  117




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Expected Payment of Future Benefits.
 Year Ending
    
    ExpectedDecember 31,
    
    Payments(1)(In millions)2010
    
    $
    52011
    
    
    52012
    
    
    52013
    
    
    52014
    
    
    52015 - 2019
    
    
    22
 
 (1)
    
    Includes a reduction of approximately $1 million in each of the years 2010 
2014 and approximately $4 million in aggregate for 2015  2019 for an expected subsidy
related to the Medicare Prescription Drug, Improvement, and Modernization Act of 2003. Actuarial Assumptions and Sensitivity Analysis.
 2009
    
    2008
    
    2007(Percent)Assumptions related to benefit obligations at December 31, 2009 and 2008 and
September 30, 2007 measurement dates:Discount rate
    
    
    5.51
    
    
    
    6.00
    
    
    
    6.05Assumptions related to benefit costs at December 31:Discount rate
    
    
    6.00
    
    
    
    6.05
    
    
    
    5.50Expected return on plan assets(1)
    
    
    8.00
    
    
    
    8.00
    
    
    
    8.00
 
 (1)
    
    The expected return on plan assets is a pre-tax rate of return based on our
targeted portfolio of investments. Our postretirement benefit plans investment earnings are
subject to unrelated business income taxes at a rate of 35%. The expected return on plan
assets for our postretirement benefit plan is calculated using the after-tax rate of return.  2009
    
    2008(In millions)One percentage point increase:Accumulated postretirement benefit obligation
    
    $
    5
    
    
    $
    5One percentage point decrease:Accumulated postretirement benefit obligation
    
    $
    (4
    )
    
    $
    (5
    )
 Components of Net Benefit Cost.
 2009
    
    
    2008
    
    
    2007(In millions)Interest cost
    
    $
    3
    
    
    $
    4
    
    
    $
    4Expected return on plan assets
    
    
    (2
    )
    
    
    (3
    )
    
    
    (3
    )Amortization of net actuarial gain
    
    
    
    
    
    
    (1
    )
    
    
    Net benefit cost
    
    $
    1
    
    
    $
    
    
    
    $
    1
 118




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 9. Transactions with Major Customers
  2009
    
    2008
    
    2007(In millions)SCANA Corporation(1)
    
    $
    83
    
    
    $
    79
    
    
    $
    77Southern Company Services
    
    
    58
    
    
    
    55
    
    
    
    54
 
 (1)
    
    A significant portion of revenues received from a subsidiary of SCANA
Corporation resulted from firm capacity released by Atlanta Gas Light Company under terms
allowed by our tariff. 10. Supplemental Cash Flow Information
  2009
    
    2008
    
    2007(In millions)Interest paid, net of capitalized interest
    
    $
    61
    
    
    $
    75
    
    
    $
    97Income tax payments
    
    
    
    
    
    
    
    
    
    
    374
    (1)
 
 (1)
    
    Includes amounts related to the settlement of current and deferred tax balances
due to the conversion to a partnership in November 2007 (see Notes 3 and 11). 11. Investments in Unconsolidated Affiliates and Transactions with Affiliates
 Investments in Unconsolidated Affiliates
 Citrus.
 Bear Creek Storage Company, LLC (Bear Creek).
  2009
    
    2008
    
    2007(In millions)Operating results data:(1)Operating revenues
    
    $
    18
    
    
    $
    20
    
    
    $
    267Operating expenses
    
    
    7
    
    
    
    8
    
    
    
    115Income from continuing operations and net income
    
    
    11
    
    
    
    13
    
    
    
    92
    (2)
 2009
    
    2008(In millions)Financial position data:Current assets
    
    $
    28
    
    
    $
    27Non-current assets
    
    
    52
    
    
    
    55Other current liabilities
    
    
    1
    
    
    
    1Equity in net assets
    
    
    79
    
    
    
    81
 
 (1)
    
    Includes Citrus results for the entire year ended December 31, 2007. Our share
of Citrus net income prior to the distribution of this investment in November 2007 was $75
million, adjusted for the excess purchase price amortization.(2)
    
    The difference between our proportionate share of our equity investments
net income and our earnings from unconsolidated affiliates in 2007 is due primarily to the
excess purchase price amortization related to Citrus and differences between the estimated and
actual equity earnings on our investments. 119




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Transactions with Affiliates
 Contributions/Distributions.
  Cash Management Program.
 Income Taxes.
 Accounts Receivable Sales Program.
  Affiliate Revenues and Expenses.
 120




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##### Table of Contents



SOUTHERN NATURAL GAS COMPANY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   2009
    
    2008
    
    2007(In millions)Revenues from affiliates
    
    $
    6
    
    
    $
    6
    
    
    $
    7Operation and maintenance expenses from affiliates
    
    
    125
    
    
    
    120
    
    
    
    69Reimbursement of operating expenses charged to affiliates
    
    
    14
    
    
    
    13
    
    
    
    
 12. Supplemental Selected Quarterly Financial Information (Unaudited)
  Quarters EndedMarch 31
    
    June 30
    
    September 30
    
    December 31
    
    Total(In millions)2009Operating revenues
    
    $
    126
    
    
    $
    119
    
    
    $
    124
    
    
    $
    141
    
    
    $
    510Operating income
    
    
    64
    
    
    
    57
    
    
    
    57
    
    
    
    77
    
    
    
    255Net income
    
    
    48
    
    
    
    48
    
    
    
    45
    
    
    
    67
    
    
    
    2082008Operating revenues
    
    $
    163
    
    
    $
    125
    
    
    $
    123
    
    
    $
    129
    
    
    $
    540Operating income
    
    
    101
    
    
    
    61
    
    
    
    54
    
    
    
    55
    
    
    
    271Net income
    
    
    95
    
    
    
    53
    
    
    
    44
    
    
    
    43
    
    
    
    235
 121




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##### Table of Contents



SCHEDULE II
 SOUTHERN NATURAL GAS COMPANY
VALUATION AND QUALIFYING ACCOUNTS
 Years Ended December 31, 2009, 2008 and 2007
(In millions)
 Balance at
    
    Charged to
    
    
    
    
    
    
    
    
    
    BalanceBeginning
    
    Costs and
    
    
    
    
    
    Charged to Other
    
    at EndDescription
    
    of Period
    
    Expenses
    
    Deductions
    
    Accounts
    
    of Period2009Legal reserves
    
    $
    2
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2Environmental reserves
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12008Legal reserves
    
    $
    2
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    2Environmental reserves
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12007(1)Valuation allowance on deferred tax assets
    
    $
    1
    
    
    $
    
    
    
    $
    
    
    
    $
    (1
    )
    
    $
    Legal reserves
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Environmental reserves
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
 
 (1)
    
    Amounts reflect the reclassification of certain entities as discontinued
operations. 122




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##### Table of Contents



SIGNATURES
  EL PASO PIPELINE PARTNERS, L.P.By:
    El Paso Pipeline GP Company, L.L.C.,
its General PartnerBy:
    /s/ James C. YardleyJames C. YardleyPresident and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ James C. Yardley
    
    President, Chief Executive Officer
and Director
    
    February 26, 2010James C. Yardley
    
    (Principal Executive Officer)/s/ John R. Sult
    
    Senior Vice President, Chief
Financial Officer
    
    February 26, 2010John R. Sult
    
    and Director(Principal Financial Officer)/s/ Rosa P. Jackson
    
    Vice President and Controller
    
    February 26, 2010Rosa P. Jackson
    
    (Principal Accounting Officer)/s/ Ronald L. Kuehn, Jr.
    
    Chairman of the Board
    
    February 26, 2010Ronald L. Kuehn, Jr./s/ Douglas L. Foshee
    
    Director
    
    February 26, 2010Douglas L. Foshee/s/ D. Mark Leland
    
    Director
    
    February 26, 2010D. Mark Leland/s/ Arthur C. Reichstetter
    
    Director
    
    February 26, 2010Arthur C. Reichstetter/s/ William A. Smith
    
    Director
    
    February 26, 2010William A. Smith
 123




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##### Table of Contents



EL PASO PIPELINE PARTNERS, L.P.
 EXHIBIT INDEX
December 31, 2009
  EXHIBIT LIST
 ExhibitNumber
    
    Description2.A
    
    Contribution and Exchange Agreement, dated September 17, 2008, by and among El Paso
Pipeline Partners, L.P., El Paso Pipeline GP Company, L.L.C., El Paso Pipeline LP
Holdings, L.L.C., El Paso Pipeline Partners Operating Company, L.L.C., El Paso
Corporation, El Paso Noric Investments III, L.L.C., Colorado Interstate Gas
Company, El Paso SNG Holding Company, L.L.C., Southern Natural Gas Company, EPPP
SNG GP Holdings, L.L.C. and EPPP CIG GP Holdings, L.L.C. (incorporated by reference
to Exhibit 2.1 to our current Report on Form 8-K filed with the SEC on September
23, 2008).2.B
    
    Contribution Agreement, dated July 24, 2009, by and among El Paso Pipeline
Partners, L.P., El Paso Pipeline Partners Operating Company, L.L.C., El Paso
Corporation, El Paso Noric Investments III, L.L.C., Colorado Interstate Gas Company
and EPPP CIG GP Holdings, L.L.C. (incorporated by reference to Exhibit 2.1 to our
Current Report on Form 8-K filed with the SEC on July 28, 2009).3.A
    
    Certificate of Limited Partnership of El Paso Pipeline Partners, L.P (incorporated
by reference to Exhibit 3.1 to our Registration Statement on Form S-1).3.B
    
    First Amended and Restated Agreement of Limited Partnership of El Paso Pipeline
Partners, L.P., dated November 21, 2007 (incorporated by reference to Exhibit 3.1
to our Current Report on Form 8-K filed with the SEC on November 28, 2007);
Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of
El Paso Pipeline Partners, L.P., dated July 28, 2008 (incorporated by reference to
Exhibit 4.A to our Current Report on Form 8-K, filed with the SEC on July 28,
2008).3.C
    
    Certificate of Formation of El Paso Pipeline GP Company, L.L.C. (incorporated by
reference to Exhibit 3.3 to our Registration Statement on Form S-1).3.D
    
    Amended and Restated Limited Liability Company Agreement of El Paso Pipeline GP
Company, L.L.C., dated November 21, 2007 (incorporated by reference to Exhibit 3.2
to our Current Report on Form 8-K filed with the SEC on November 28, 2007).4.A
    
    Registration Rights Agreement, dated September 30, 2008, by and among El Paso
Pipeline Partners, L.P., El Paso Pipeline GP Company, L.L.C. and Tortoise Energy
Infrastructure Corporation. (incorporated by reference to Exhibit 10.4 to our
Current Report on Form 8-K filed with the SEC on October 6,
2008).
 124




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##### Table of Contents



ExhibitNumber
    
    Description4.B
    
    Indenture dated June 1, 1987 between Southern Natural Gas Company and Wilmington
Trust Company (as successor to JPMorgan Chase Bank, formerly known as The Chase
Manhattan Bank), as Trustee (Exhibit 4.A to the Southern Natural Gas Company Annual
Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on
February 28, 2007); First Supplemental Indenture, dated as of September 30, 1997,
between Southern Natural Gas Company and the Trustee (Exhibit 4.A.1 to the Southern
Natural Gas Company Annual Report on Form 10-K for the year ended December 31,
2006, filed with the SEC on February 28, 2007); Second Supplemental Indenture dated
as of February 13, 2001, between Southern Natural Gas Company and the Trustee
(Exhibit 4.A.2 to the Southern Natural Gas Company Annual Report on Form 10-K for
the year ended December 31, 2006, filed with the SEC on February 28, 2007); Third
Supplemental Indenture dated as of March 26, 2007 between Southern Natural Gas
Company and The Bank of New York Trust Company, N.A., as trustee (Exhibit 4.A to
the Southern Natural Gas Company Current Report on Form 8-K filed with the SEC on
March 28, 2007); Fourth Supplemental Indenture dated as of May 4, 2007 among
Southern Natural Gas Company, Wilmington Trust Company (solely with respect to
certain portions thereof) and The Bank of New York Trust Company, N.A. (Exhibit 4.C
to the Southern Natural Gas Company quarterly report on Form 10-Q for the period
ended March 31, 2007, filed with the SEC on May 8, 2007); Fifth Supplemental
Indenture dated October 15, 2007 by and among SNG, Wilmington Trust Company, as
trustee, and The Bank of New York Trust Company, N.A., as series trustee, to
Indenture dated as of June 1, 1987 (Exhibit 4.A to the Southern Natural Gas Company
Current Report on Form 8-K filed with the SEC on October 16, 2007); Sixth
Supplemental Indenture dated November 1, 2007 by and among Southern Natural Gas
Company, Southern Natural Issuing Corporation, Wilmington Trust Company, as
trustee, and The Bank of New York Trust Company, N.A., as series trustee, to
Indenture dated as of June 1, 1987 (Exhibit 4.A to the Southern Natural Gas Company
Current Report on Form 8-K filed with the SEC on November 7, 2007).4.C
    
    Form of 5.90% Note due 2017 (included as Exhibit A to Exhibit 4.A of the Southern
Natural Gas Company Current Report on Form 8-K filed with the SEC on March 28,
2007).4.D
    
    Indenture dated as of March 5, 2003 between Southern Natural Gas Company and The
Bank of New York Trust Company, N.A., successor to The Bank of New York, as Trustee
(Exhibit 4.C to the Southern Natural Gas Company Annual Report on Form 10-K for the
year ended December 31, 2009, filed with the SEC on February 26, 2010).4.E
    
    Indenture dated as of June 27, 1997, between Colorado Interstate Gas Company and
The Bank of New York Trust Company, N.A. (successor to Harris Trust and Savings
Bank), as trustee (Exhibit 4.A to the Colorado Interstate Gas Company Annual Report
on Form 10-K for the year ended December 31, 2009, filed with the SEC on February
26, 2010); First Supplemental Indenture dated as of June 27, 1997, between Colorado
Interstate Gas Company and The Bank of New York Trust Company, N.A., as trustee
(Exhibit 4.A.1 to the Colorado Interstate Gas Company Annual Report on Form 10-K
for the year ended December 31, 2009, filed with the SEC on February 26, 2010);
Second Supplemental Indenture dated as of March 9, 2005 between Colorado Interstate
Gas Company and The Bank of New York Trust Company, N.A., as trustee (Exhibit 4.A.2
to the Colorado Interstate Gas Company Annual Report on Form 10-K for the year
ended December 31, 2009, filed with the SEC on February 26, 2010); Third
Supplemental Indenture dated as of November 1, 2005 between Colorado Interstate Gas
Company and The Bank of New York Trust Company, N.A., as trustee (Exhibit 4.A.3 to
the Colorado Interstate Gas Company Annual Report on Form 10-K for the year ended
December 31, 2009, filed with the SEC on February 26, 2010); Fourth Supplemental
Indenture dated October 15, 2007 by and between Colorado Interstate Gas Company and
The Bank of New York Trust Company, N.A., as trustee (Exhibit 4.A to the Colorado
Interstate Gas Company Current Report on Form 8-K filed with the SEC on October 16,
2007); Fifth Supplemental Indenture dated November 1, 2007 by and among Colorado
Interstate Gas Company, Colorado Interstate Issuing Corporation, and The Bank of
New York Trust Company, N.A., as trustee (Exhibit 4.A to the Colorado Interstate
Gas Company Current Report on Form 8-K filed with the SEC on November 7, 2007).
 125




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##### Table of Contents



ExhibitNumber
    
    Description10.A
    
    Credit Agreement, dated as of November 21, 2007, among El Paso Pipeline Partners,
L.P., El Paso Pipeline Partners Operating Company, L.L.C. and Wyoming Interstate
Company, Ltd. and the lenders and agents identified therein (incorporated by
reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on
November 28, 2007).10.B
    
    Omnibus Agreement, dated November 21, 2007, among El Paso Pipeline Partners, L.P.,
El Paso Pipeline GP Company, L.L.C., Colorado Interstate Gas Company, Southern
Natural Gas Company and El Paso Corporation (incorporated by reference to Exhibit
10.3 to our Current Report on Form 8-K filed with the SEC on November 28, 2007).10.C
    
    General Partnership Agreement of Colorado Interstate Gas Company, dated November 1,
2007 (incorporated by reference to Exhibit 3.C to the Colorado Interstate Gas
Company Form 8-K filed with the SEC on November 7, 2007); First Amendment to the
General Partnership Agreement of Colorado Interstate Gas Company, dated September
30, 2008 (incorporated by reference to Exhibit 3.A to the Colorado Interstate Gas
Company Form 8-K filed with the SEC on October 6, 2008); Second Amendment to the
General Partnership Agreement of Colorado Interstate Gas Company, dated July 24,
2009 (incorporated by reference to Exhibit 3 to the Colorado Interstate Gas
Company Current Report on Form 8-K filed with the SEC on July 30, 2009).10.D
    
    General Partnership Agreement of Southern Natural Gas Company, dated November 1,
2007 (incorporated by reference to Exhibit 3.C to the Southern Natural Gas Company
Form 8-K filed with the SEC on November 7, 2007); First Amendment to the General
Partnership Agreement of Southern Natural Gas Company, dated September 30, 2008
(incorporated by reference to Exhibit 3.A to the Southern Natural Gas Company Form
8-K filed with the SEC on October 6, 2008).+10.E
    
    Long-Term Incentive Plan of El Paso Pipeline GP Company, L.L.C. (incorporated by
reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on
November 28, 2007).10.F
    
    Contribution, Conveyance and Assumption Agreement, dated November 21, 2007, among
El Paso Pipeline Partners, L.P., El Paso Pipeline GP Company, L.L.C., El Paso
Pipeline LP Holdings, L.L.C., WIC Holdings Company, L.L.C., El Paso Wyoming Gas
Supply Company, L.L.C., EPPP SNG GP Holdings, L.L.C., EPPP CIG GP Holdings, L.L.C.,
El Paso Pipeline Holding Company, L.L.C., El Paso Pipeline Partners Operating
Company, L.L.C. and El Paso Corporation (incorporated by reference to Exhibit 10.2
to our Current Report on Form 8-K filed with the SEC on November 28, 2007).10.G
    
    Form of Indemnification Agreement (incorporated by reference to Exhibit 10.20 to
our Registration Statement on Form S-1).10.H
    
    Form of Master Services Agreement by and between Colorado Interstate Gas Company
and El Paso Corporation, Tennessee Gas Pipeline Company, El Paso Natural Gas
Company and CIG Pipeline Services Company L.L.C. (incorporated by reference to
Exhibit 10.21 to our Registration Statement on Form S-1).10.I
    
    Form of Master Services Agreement by and between Southern Natural Gas Company and
El Paso Corporation, Tennessee Gas Pipeline Company and SNG Pipeline Services
Company, L.L.C. (incorporated by reference to Exhibit 10.22 to our Registration
Statement on Form S-1).10.J
    
    Contribution, Conveyance and Assumption Agreement, dated September 30, 2008, by and
among El Paso Pipeline Partners, L.P., El Paso Pipeline GP Company, L.L.C., El Paso
Pipeline LP Holdings, L.L.C., El Paso Noric Investments III, L.L.C., El Paso CNG
Company, L.L.C., El Paso Pipeline Corporation, El Paso SNG Holding Company, L.L.C.,
EPPP SNG GP Holdings, L.L.C., EPPP CIG GP Holdings, L.L.C., El Paso Pipeline
Holding Company, L.L.C., El Paso Pipeline Partners Operating Company, L.L.C.,
Colorado Interstate Gas Company, Southern Natural Gas Company and El Paso
Corporation (incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed with the SEC on October 6, 2008).
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##### Table of Contents



ExhibitNumber
    
    Description10.K
    
    Securities Purchase Agreement dated September 30, 2008, by and among El Paso
Pipeline Partners, L.P., El Paso Pipeline GP Company, L.L.C. and NGPMR MLP
Opportunity Fund Company, LLC (incorporated by reference to Exhibit 10.2 to our
Current Report on Form 8-K filed with the SEC on October 6, 2008).10.L
    
    Securities Purchase Agreement, dated September 30, 2008, by and among El Paso
Pipeline Partners, L.P., El Paso Pipeline GP Company, L.L.C. and Tortoise Energy
Infrastructure Corporation (incorporated by reference to Exhibit 10.3 to our
Current Report on Form 8-K filed with the SEC on October 6, 2008; Exhibit A to this
agreement is filed as Exhibit 4.A to this Annual Report on Form 10-K).*10.M
    
    Note Purchase Agreement, dated September 30, 2008, by and among El Paso Pipeline
Partners, L.P., as guarantor, El Paso Pipeline Partners Operating Company, L.L.C.,
as issuer, and the insurance companies and financial institutions named therein as
parties thereto.10.N
    
    Registration Rights Agreement, dated as of March 26, 2007, among Southern Natural
Gas Company and Banc of America Securities LLC, Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC, BNP Paribas Securities Corp., HVB Capital
Markets, Inc., Greenwich Capital Markets, Inc., Scotia Capital (USA) Inc., and SG
Americas Securities, LLC (Exhibit 10.A to the Southern Natural Gas Company Current
Report on Form 8-K filed with the SEC on March 28, 2007).10.O
    
    No-Notice Storage and Transportation Delivery Service Agreement Rate Schedule
NNT-1, dated October 1, 2001, between Colorado Interstate Gas Company and Public
Service Company of Colorado (Exhibit 10.A to the Colorado Interstate Gas Company
Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC
on February 26, 2010).10.P
    
    Purchase and Sale Agreement, By and Among CIG Gas Supply Company, Wyoming Gas
Supply Inc., WIC Holdings Inc., El Paso Wyoming Gas Supply Company and Wyoming
Interstate Company, Ltd., dated November 1, 2005 (Exhibit 10.B to the Colorado
Interstate Gas Company Annual Report on Form 10-K for the year ended December 31,
2009, filed with the SEC on February 26, 2010).10.Q
    
    Lease Agreement dated December 17, 2008, and effective on November 1, 2008, by and
between WYCO Development LLC, a Colorado limited liability company, and Colorado
Interstate Gas Company, a Delaware corporation (Exhibit 10.C to the Colorado
Interstate Gas Company Annual Report on Form 10-K for the year ended December 31,
2009, filed with the SEC on February 26, 2010).*12
    
    Ratio of Earnings to Fixed Charges.*21
    
    List of subsidiaries of El Paso Pipeline Partners, L.P.*23.A
    
    Consent of Independent Registered Public Accounting Firm Ernst & Young LLP.*23.B
    
    Consent of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP.*31.A
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*31.B
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*32.A
    
    Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*32.B
    
    Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 127