Resources Connection 10-K 2013 FY Annual report

Exhibit 99.3

FINANCIAL STATEMENTS

MIDCONTINENT EXPRESS

PIPELINE LLC

December 31, 2013 and 2012

Report of Independent Registered Public Accounting Firm

Tothe Board of Directors and Members of Midcontinent Express Pipeline LLC:

In our opinion, the accompanying balance sheets and the related statements of income and comprehensive income, of members’ equity and of cash flows present fairly, in all material respects, the financial position of Midcontinent Express Pipeline LLC (the “Company”) at December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

February 21, 2014

MIDCONTINENT EXPRESS PIPELINE LLC

STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Years Ended December 31,
	2013			2012
Revenues
Transportation services	$	255,430		$	261,367
Operating Costs and Expenses:
Cost of sales and transportation services	13,492			15,614
Operations and maintenance	12,306			11,017
Depreciation and amortization	69,257			69,432
General and administrative	3,270			3,703
Taxes, other than income taxes	26,265			26,895
Total Operating Costs and Expenses	124,590			126,661
Operating Income	130,840			134,706
Other Income (Expense)
Allowance for funds used during construction-
Equity	—			—
Debt	—			11
Interest expense, net	(51,151		)	(51,453		)
Other income	(4		)	—
Total Other Income (Expense)	(51,155		)	(51,442		)
Net Income to Members	79,685			83,264
Other Comprehensive Income
Reclassification of change in fair value of derivatives to net income	167			167
Total Other Comprehensive Income	167			167
Comprehensive Income	$	79,852		$	83,431

The accompanying notes are an integral part of these financial statements.

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MIDCONTINENT EXPRESS PIPELINE LLC

BALANCE SHEETS

(in thousands)

	December 31,
	2013			2012
ASSETS
Current Assets
Cash and cash equivalents	$	14,922		$	2,732
Accounts receivable	21,891			21,791
Gas imbalances	9,745			8,613
Other current assets	474			2,024
Total Current Assets	47,032			35,160
Property, Plant and Equipment, Net	2,006,671			2,081,918
Unamortized Debt Issuance Costs	2,566			3,638
Deferred Charges and Other Assets	492			738
Total Assets	$	2,056,761		$	2,121,454
LIABILITIES AND MEMBER'S EQUITY
Current Liabilities
Current maturities of long-term debt	$	350,000		$	—
Cash book overdrafts	10,662			10,806
Accounts payable	17,080			16,838
Accrual for construction	1,548			3,560
Gas imbalances	5,497			5,917
Regulatory liabilities	4,423			3,718
Accrued interest	13,790			13,790
Accrued other current liabilities	941			567
Total Current Liabilities	403,941			55,196
Long-term Debt	449,565			799,383
Commitments and Contingencies (Notes 5, 7 and 10)
Members' Equity
Members' capital	1,203,856			1,267,643
Accumulated other comprehensive loss	(601		)	(768		)
Total Members' Equity	1,203,255			1,266,875
Total Liabilities and Members' Equity	$	2,056,761		$	2,121,454

The accompanying notes are an integral part of these financial statements.

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MIDCONTINENT EXPRESS PIPELINE LLC

STATEMENT OF MEMBERS' EQUITY

(in thousands)

	Total			Kinder Morgan Operating Limited Partnership "A"			Regency Midcontinent Express LLC
Members' Equity
Balance at December 31, 2011	$	1,333,135		$	666,567		$	666,568
Net income to Members	83,264			41,632			41,632
Distributions to Members	(149,691		)	(74,846		)	(74,845		)
Other Comprehensive Income	167			84			83
Balance at December 31, 2012	1,266,875			633,437			633,438
Net income to Members	79,685			39,843			39,842
Distributions to Members	(143,472		)	(71,736		)	(71,736		)
Other Comprehensive Income	167			84			83
Balance at December 31, 2013	$	1,203,255		$	601,628		$	601,627

The accompanying notes are an integral part of these financial statements.

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MIDCONTINENT EXPRESS PIPELINE LLC

STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2013			2012
Cash Flows from Operating Activities
Net income to Members	$	79,685		$	83,264
Adjustments to reconcile net income to net cash flows from operating activities
Depreciation and amortization	69,257			69,432
Amortization of debt expense, debt discount and interest rate swap loss	1,454			1,454
Loss from the allowance for equity funds used during construction	—			—
Changes in components of working capital
Accounts receivable	(100		)	408
Other current assets	703			(675		)
Accounts payable	10,038			(9,883		)
Cashbook overdrafts	(144		)	3,149
Accrued interest	491			457
Accrued taxes	(9,796		)	9,796
Other current liabilities	375			25
Other, net	245			5
Net Cash Flows Provided by Operating Activities	152,208			157,432
Cash Flows from Investing Activities
Capital expenditures	(4,822		)	(4,107		)
Proceeds received from vendor settlement	4,497			—
Proceeds from sales of assets, net of cost of removal	4,303			756
Net Cash Flows Provided (Used) in Investing Activities	3,978			(3,351		)
Cash Flows from Financing Activities
Issuance of debt	74,200			152,300
Payment of debt	(74,200		)	(153,300		)
Distributions to Members	(143,472		)	(149,691		)
Debt costs	(524		)	(659		)
Net Cash Flows used in Financing Activities	(143,996		)	(151,350		)
Net Increase (Decrease) in Cash and Cash Equivalents	12,190			2,731
Cash and Cash Equivalents at beginning of period	2,732			1
Cash and Cash Equivalents at end of period	$	14,922		$	2,732
Non-cash Investing Activities
Reduction in property, plant and equipment costs due to vendor settlement	$	2,857		$	1,730
Increase in accrual for construction costs	$	844		$	—
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest (net of capitalized interest)	$	49,206		$	49,532

The accompanying notes are an integral part of these financial statements.

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MIDCONTINENT EXPRESS PIPELINE LLC

NOTES TO FINANCIAL STATEMENTS

1. General

Midcontinent Express Pipeline LLC (“Midcontinent Express”) was organized as a Limited Liability Company in Delaware on March 1, 2007. Midcontinent Express owns an approximate 500-mile long-haul, firm natural gas transportation pipeline with takeaway capacity, either directly or indirectly, from natural gas producing regions located in Texas, Oklahoma and Arkansas and is subject to the jurisdiction of the Federal Energy Regulatory Commission (“FERC”). The pipeline provides the capability to transport natural gas supplies to major pipeline interconnects along its route, which originates near Bennington, Oklahoma and traverses east through Texas, Louisiana and Mississippi to its terminus near Butler, Alabama. It has two rate zones: (i) Zone 1 (which has a capacity of 1.8 billion cubic feet per day) beginning at Bennington and extending to an interconnect with Columbia Gulf Transmission near Delhi, in Madison Parish, Louisiana; and (ii) Zone 2 (which has a capacity of 1.2 billion cubic feet per day) beginning at Delhi and terminating at an interconnection with Transco Pipeline near the town of Butler in Choctaw County, Alabama. During 2013 and 2012, Midcontinent Express had natural gas transportation throughput volumes of approximately 480.0 million dekatherms (“Dth”) and 514.3 million Dth, respectively.

The member interests and voting rights in Midcontinent Express are as follows:

• 50.0% - Kinder Morgan Operating Limited Partnership “A,” a wholly-owned subsidiary of Kinder Morgan Energy Partners, L.P. (“KMP”). Kinder Morgan, Inc. (“KMI”) owns the general partnership interest in KMP; and

• 50.0% - Regency Midcontinent Express LLC (“RME”), a wholly-owned subsidiary of Regency Energy Partners LP (“Regency”). The owner of the general partner interest in Regency is Energy Transfer Equity L.P.

2. Summary of Significant Accounting Policies

Basis of Presentation

The preparation of financial statementsin conformity with accounting principles generally accepted in the United States of America (“GAAP”)requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from these estimates. Certain prior year amounts have been reclassified to conform to the current presentation. Subsequent events have been evaluated, which are events or transactions that occurred after December 31, 2013 through the issuance of the accompanying financial statements on February 21, 2014.

Cash Equivalents

Midcontinent Express considers all highly liquid short-term investments with original maturities of three months or less to be cash equivalents.

Accounting for Regulatory Activities

Midcontinent Express' regulated activities are accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 980, “Regulated Operations.” This Topic prescribes the circumstances in which the application of GAAP is affected by the economic effects of regulation. Regulatory assets and liabilities represent probable future revenues or expenses to Midcontinent Express associated with certain charges and credits that will be recovered from or refunded to customers through the ratemaking process.

As of December 31, 2013 and 2012, Midcontinent Express’ regulatory assets totaled $0.6 million and $1.8 million, respectively. The December 31, 2013 regulatory assets amount consists of (i) $0.4 million of unamortized FERC annual charge adjustments (“ACA”) which is included within “Deferred Charges and Other Assets” in the accompanying Balance Sheet and (ii) $0.2 million of Midcontinent Express’ fuel tracker (discussed below) which is included within “Other current assets” in the accompanying Balance Sheet. The December 31, 2012 regulatory assets amount consists of (i) $0.7 million of unamortized FERC ACA which is included within “Deferred Charges and Other Assets” in the accompanying Balance Sheet and (ii) $1.1 million of Midcontinent Express’ fuel tracker which is included within “Other current assets” in the accompanying Balance Sheet.

As of December 31, 2013 and 2012, Midcontinent Express’ regulatory liabilities totaled $4.4 million and $3.7 million, respectively, and both amounts are attributable to Midcontinent Express’ fuel tracker.

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Fuel Recovery Mechanism

Midcontinent Express obtains natural gas quantities from its shippers, in accordance with its tariff and applicable contract terms, as reimbursement for fuel consumed at compressor stations and other locations on its system as well as for natural gas quantities lost and otherwise unaccounted for. Midcontinent Express tracks the volume and associates the value of over- or under-collections of (i) fuel and (ii) lost and unaccounted for quantities through tracking mechanisms that are recorded as an addition or reduction to a regulatory asset or liability balance representing the amounts to be recovered or refunded, respectively, to customers through future rates. See Note 9 “Regulatory Matters”.

Gas Imbalances

Gas imbalances receivable and payable reflect gas volumes owed to Midcontinent Express from its customers or by Midcontinent Express to its customers. Gas imbalances represent the difference between customer nominated versus actual gas receipts from and gas deliveries to interconnecting pipelines under various Operational Balancing Agreements. Gas imbalances are periodically settled in cash or made up in-kind subject to the terms of the various agreements and are valued at the December 2013 and 2012 average monthly index prices of $4.15 and $3.21 per MMbtu, respectively.

Property, Plant and Equipment

Property, plant and equipment is stated at historical cost, which for constructed plant includes indirect costs such as allowance for funds used during construction, payroll taxes, fringe benefits, administrative and general costs. Expenditures that increase capacities, improve efficiencies or extend useful lives are capitalized. Routine maintenance, repairs and renewal costs are expensed as incurred. The cost of normal retirements of depreciable utility property, plant and equipment, plus the cost of removal less salvage, is recorded in accumulated depreciation with no effect on current period earnings. Gains or losses are recognized upon retirement of utility property, plant and equipment constituting an operating unit or system, and land, when sold or abandoned.

Midcontinent Express maintains natural gas in its pipeline which serves the function of maintaining the necessary pressure to allow efficient transmission of natural gas. This component of natural gas in the pipeline is generally known as “line pack.” Line pack is capitalized within Property, Plant and Equipment, Net and depreciated over the estimated useful life of the pipeline.

Midcontinent Express reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss results when the estimated undiscounted future net cash flows expected to result from the asset’s use and its eventual disposition are less than its carrying amount.

Depreciation and Amortization

Midcontinent Express uses the composite depreciation method to compute depreciation, whereby a single depreciation rate is applied for a group of assets. Generally we apply composite depreciation rates to functional groups of property having similar economic characteristics. The annual composite rate of depreciation for the years ended December 31, 2013 and 2012 was 3.0%.

Revenue Recognition

Midcontinent Express recognizes revenues as services are rendered or goods are delivered and, if applicable, title has passed. Midcontinent Express provides various types of natural gas transportation services to its customers in which the natural gas remains the property of these customers at all times. In many cases (generally described as "firm service"), the customer pays a two-part rate that includes (i) a fixed-fee reserving the right to transport natural gas in Midcontinent Express’ facilities and (ii) a per-unit rate for volumes actually transported. The fixed-fee component of the overall rate is recognized as revenue in the period the service is provided. The per-unit charge is recognized as revenue when the volumes are delivered to the customers’ agreed upon delivery point. In other cases (generally described as "interruptible service"), there is no fixed-fee associated with the services because the customer accepts the possibility that service may be interrupted at Midcontinent Express’ discretion in order to serve customers who have purchased firm service. In the case of interruptible service, revenue is recognized in the same manner utilized for the per-unit rate for volumes actually transported under firm service agreements. In addition to the “firm” and “interruptible” transportation services, Midcontinent Express also provides natural gas park and loan services to assist customers in managing short-term gas surpluses or deficits. Revenues are recognized as services are provided, in accordance with the terms negotiated under these contracts.

Debt Issuance Costs

Generally, debt issuance costs are amortized utilizing the straight-line-method, which approximates the effective interest rate method, over the life of the debt or the life of the facility. Debt issuance costs associated with the $75.0 million credit facility (see Note 5), were amortized over the construction period.

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Environmental Matters

Midcontinent Express expenses or capitalizes, as appropriate, environmental expenditures that relate to current operations. Midcontinent Express expenses amounts that relate to an existing condition caused by past operations that do not contribute to current or future revenue generation. Midcontinent Express does not discount environmental liabilities to a net present value, and records environmental liabilities when environmental assessments and/or remedial efforts are probable and costs can be reasonably estimated. Generally, recording of these accruals coincides with the completion of a feasibility study or a commitment to a formal plan of action.

Income Taxes

Midcontinent Express is a limited liability company that has elected to be treated as a partnership for income tax purposes. Accordingly, no provision for federal or state income taxes has been recorded in the financial statements of Midcontinent Express and the tax effects of Midcontinent Express’ activities accrue to its Members.

3. Property, Plant and Equipment

Midcontinent Express' Property, Plant and Equipment, Net consisted of the following (in millions):

	December 31,
	2013			2012
Natural gas pipelines	$	2,308.3		$	2,317.3
General and other	1.5			1.4
Accumulated depreciation and amortization	(306.1		)	(237.6		)
	2,003.7			2,081.1
Construction work in progress	3			0.8
Total Property, Plant and Equipment, Net	$	2,006.7		$	2,081.9

4. Members' Equity

During the years ended December 31, 2013 and 2012, Midcontinent Express made distributions to its Members of approximately $143.5 million and $149.7 million, respectively.

Subsequent Event

In January 2014, Midcontinent Express paid distributions of $11.5 million to its Members.

5. Financing

Short-term Debt

As of December 31, 2013, Midcontinent Express included $350 million in principal of its 5.45% senior notes due September 15, 2014 within the caption “Current maturities of long-term debt.”

Midcontinent Express maintained a $75.0 million three-year, unsecured revolving credit facility due February 25, 2014. This credit facility was canceled and replaced on February 4, 2014 with a loan agreement with KMP (see Note 6 “Related Party Transactions - Subsequent Event”). There were no amounts outstanding under the $75.0 million revolving credit facility as of December 31, 2013 and 2012. The credit facility was with a syndicate of financial institutions with The Royal Bank of Scotland as the administrative agent. Borrowings under the Midcontinent Express credit facility were generally comprised of underlying notes issued with terms not to exceed 90 days. Interest on borrowings against the credit facility accrued at Midcontinent Express’ option at a floating rate equal to either (i) the Prime Rate (but not less than the Federal Funds Rate, plus 0.5%); or (ii) LIBOR, plus a margin, which varies depending upon its credit rating. The credit agreement provided for customary commitment fees and letter of credit fees under the revolving credit facility. During the years ended December 31, 2013 and 2012, Midcontinent Express had average borrowings outstanding of $8.1 million and $9.7 million, respectively, with a weighted-average interest rate of 2.27% and 3.46%, respectively.

The $75.0 million credit facility included the following restrictive covenants:

• Certain limitations on indebtedness, including capital lease obligations in excess of $20 million;

• Certain limitations on entering into mergers, consolidations, sales of assets and investments;

• Limitations on granting liens; and

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• Total debt divided by earnings before interest, income taxes, depreciation and amortization for the preceding four quarters may not exceed 5.0.

The following constituted events of default under the credit facility, subject to certain cure periods:

• Nonpayment of interest, principal or fees;

• Failure to make required payments under other agreements or adverse judgments that exceed $25 million; and

• Voluntary or involuntary bankruptcy or liquidation.

As of December 31, 2013 and 2012, Midcontinent Express was in compliance with its debt related covenants.

Additionally, the revolving credit facility was available for the issuance of letters of credit to support the working capital and operations of the Midcontinent Express pipeline. As of December 31, 2013, there were no letters of credit outstanding and as of December 31, 2012, a letter of credit having a face amount of $33.3 million was issued under the credit facility.

Long-term Debt

Midcontinent Express’ outstanding long-term debt as of December 31, 2013 and 2012 consisted of the following (in millions):

	December 31,
	2013			2012
5.45% senior notes due September 15, 2014	$	350.0		$	350.0
6.70% senior notes due September 15, 2019	450.0			450.0
Current maturities of long-term debt (a)	(350.0		)	—
Unamortized debt discount	(0.4		)	(0.6		)
Total Long-term debt	$	449.6		$	799.4

(a) Midcontinent Express intends to satisfy the current portion of debt through the issuance of long-term debt, Member contributions or a combination of both.

Maturities of Debt

Midcontinent Express' senior notes are redeemable in whole or in part, at its option at any time, at redemption a price equal to 100% of the principal amount of the notes plus accrued interest to the redemption date plus a make-whole premium. The scheduled maturities of Midcontinent Express’ outstanding debt balances, excluding unamortized debt discount, as of December 31, 2013 are summarized as follows (in millions):

Year	Commitment
2014	$	350.0
2015	—
2016	—
2017	—
2018	—
Thereafter	450.0
Total	$	800.0

Fair Value

Fair value as used in the disclosure of financial instruments represents the amount at which an instrument could be exchanged in a current transaction between willing parties. As of each reporting date, the estimated fair value of Midcontinent Express’ outstanding private placement debt is based upon quoted market prices. In addition, Midcontinent Express adjusts (discounts) the fair value measurement of its long-term debt for the effect of credit risk. The estimated fair value of Midcontinent Express’ outstanding debt balance as of December 31, 2013 and 2012 was $781.0 million and $904.2 million, respectively.

GAAP includes a hierarchical disclosure framework associated with the level of pricing observability utilized in measuring fair value. This framework defines three levels of inputs to the fair value measurement process, and requires that each fair value

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measurement be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety.

The three broad levels of inputs defined by the fair value hierarchy are as follows:

• Level 1 Inputs-quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

• Level 2 Inputs-inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and

• Level 3 Inputs-unobservable inputs for the asset or liability. These unobservable inputs reflect the entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity's own data).

Midcontinent Express used Level 2 input values to measure the estimated fair value of Midcontinent Express’ outstanding debt balance as of both December 31, 2013 and 2012.

6. Related Party Transactions

KMI provides and bills Midcontinent Express for various services including employee costs, information technology services, employee health and life benefits, and insurance for property and casualty risks, at cost.

To the extent possible, Midcontinent Express’ policy is to settle receivable and payable balances with affiliates during the current month.

Totals of significant transactions with affiliated companies are as follows (in millions):

	December 31,
	2013		2012
Charges from KMI (a)
Directly charged wages and salaries	$	3.5	$	3.3
Other compensation and benefits	$	1.1	$	1.1
General and administrative charges from affiliate	$	1.5	$	1.9

(a) Includes charges of $0.2 million and $0.1 million for the years ended December 31, 2013 and 2012, respectively, that were capitalized in Property, Plant and Equipment, Net.

Balances with affiliated companies are included in the accompanying Balance Sheets as follows (in millions):

	December 31,
	2013		2012
Current Assets: Gas imbalances	$	0.3	$	—
Current Liabilities: Accounts payable	$	0.2	$	0.2
Current Liabilities: Gas imbalances	$	5.8	$	5.8

Subsequent Event

On February 4, 2014, Midcontinent Express entered into a loan agreement with KMP. The loan agreement allows Midcontinent Express, at KMP’s sole option, to borrow up to $40 million from KMP to fund its working capital needs and for other limited liability company purposes. Each individual loan must be in an amount not less than $2 million. All loans mature on February 3, 2015, however, the loan agreement includes renewal provisions for one or more additional one-year terms if approved by both parties. Borrowings under the loan agreement bear interest at LIBOR plus 1.5875%, and all borrowings can be prepaid before maturity without penalty or premium. As of the date of this report, there was no amount outstanding pursuant to this loan agreement.

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7. Commitments and Contingent Liabilities

Leases

Total lease and rental expenses under operating leases was $13.6 million and $15.6 million, respectively, for the years ended December 31, 2013 and 2012. Future minimum commitments under major operating leases as of December 31, 2013 are as follows (in millions):

Year	Total
2014	$	15.5
2015	15.4
2016	15.5
2017	15.5
2018	15.4
Thereafter	3.9
Total	$	81.2

The amounts of future minimum rental commitments as of December 31, 2013 are principally attributable to a 10-year capacity lease agreement entered into on December 11, 2006 (commenced on April 1, 2009) with Enogex Inc. (“Enogex”). The capacity lease provides the right to transport on a firm basis, 272,000 Dth of natural gas per day through Enogex’s system at the Washita receipt point, West Pool, and East Pool to a point of interconnection with the Midcontinent Express system in the vicinity of Bennington, Oklahoma.

Capital Expenditures Budget

Approximately $3.9 million had been committed for purchases of property, plant and equipment at December 31, 2013. These expenditures will be funded by cash generated from operations.

8. Major Customers

During 2013, three non-affiliated shippers accounted for $107.4 million (42%), $53.8 million (21%) and $27.4 million (11%), respectively, of Midcontinent Express’ total revenues. During 2012, three non-affiliated shippers accounted for $109.3 million (42%), $53.8 million (21%) and $27.3 million (10%), respectively, of Midcontinent Express’ total revenues.

9. Regulatory Matters

There are currently no proceedings challenging the rates Midcontinent Express charges. Regulators, as well as shippers on Midcontinent Express, do have rights, under circumstances prescribed by applicable regulations, to challenge the rates Midcontinent Express charges. Midcontinent Express can provide no assurance that it will not face challenges to the rates it charges in the future. Any successful challenge could adversely affect in a material way Midcontinent Express’ future earnings and cash flows.

Semi-Annual FERC Fuel Tracking Filing - Docket No. RP14-130-000

On October 31, 2013, Midcontinent Express made its semi-annual filing under Docket No. RP14-130-000 to revise its UAF Reimbursement Percentages for its Zone 1, Zone 2, Booster Compression Fuel, and system wide UAF Reimbursement Percentages applicable to its shippers for the period of six months starting December 1, 2013. In this filing, Midcontinent Express proposed a Fuel Reimbursement Percentage of 0.609% for Zone 1 and a Fuel Reimbursement Percentage of 0.272% for Zone 2, which represents a decreased percentage of 0.034% in Zone 1 and a decreased percentage of 0.004% in Zone 2. Also, Midcontinent Express proposed a system wide UAF Reimbursement Percentage of 0.000% and a Booster Compression Fuel Reimbursement Percentage of 0.776%, which represents an increased percentage of 0.074% for the Booster Compression Fuel Reimbursement Percentage. In this proceeding, Midcontinent Express also requested a continuance of its current waiver regarding the UAF Reimbursement Percentage which would allow Midcontinent Express to hold the UAF percentage at zero rather than allowing the percentage to be negative. On November 26, 2013, the FERC approved the aforementioned tariff fuel rates and granted a waiver regarding the UAF Reimbursement Percentage.

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Other Regulatory Matter

On July 17, 2013, Chesapeake Energy Marketing, Inc. (“CEMI”) filed a complaint with the FERC against Midcontinent Express alleging that its interpretation and application of its existing tariff language is incorrect, unjust and unreasonable, and requested the FERC to require Midcontinent Express to provide CEMI with reservation charge credits during a period when the Enogex Leased Capacity was unavailable. CEMI sought the following relief: (i) to retain approximately $3.4 million in reservation charge credits if the FERC finds Midcontinent Express’ interpretation and application of the existing language to be incorrect; or (ii) if the FERC concluded that Midcontinent Express’ interpretation of the tariff is correct, a change in Midcontinent Express’ Tariff pursuant to Section 5 of the Natural Gas Act (“NGA”) to provide reservation charge credits when it is unable to provide firm transportation from primary receipt points (on Leased Capacity). On October 17, 2013, the FERC issued its Order on Complaint and ruled that Midcontinent Express’ tariff required it to provide CEMI reservation charge credits for the period that the Enogex Lease Capacity was unavailable and also required Midcontinent Express to modify one aspect of its tariff pursuant to NGA Section 5. On November 15, 2013, Midcontinent Express made a tariff filing in connection with the FERC Order which was accepted by the Commission on December 5, 2013. On November 15, 2013, Midcontinent Express also filed a request for rehearing of the Order with respect to the FERC’s finding that Midcontinent Express’ tariff requires it to provide CEMI reservation charge credits due solely to the unavailability of the Enogex Leased Capacity (“Rehearing Request”). On December 13, 2013, FERC issued a tolling order to allow additional time to consider Midcontinent Express’ Rehearing Request.

10. Legal and Environmental Matters

Legal

Midcontinent Express Construction Incident

On July 15, 2009, a Midcontinent Express contractor and subcontractor were conducting a nitrogen pressure test on facilities at a Midcontinent Express delivery meter station that was under construction in Smith County, Mississippi. An unexpected release occurred during testing, resulting in one fatality and injuries to seven other employees of the contractor or subcontractor. The United States Occupational Safety and Health Administration (“OSHA”) completed its investigation. Midcontinent Express was not cited for any violations by OSHA.

In July 2010, KMI and Midcontinent Express were named in two lawsuits arising out of the accident, both pending in Louisiana State District Court, Vermilion Parish. One case was filed by one of the injured workers and the other case was filed by the decedent’s descendants. Plaintiffs allege that KMI and Midcontinent Express were negligent and grossly negligent in failing to maintain a safe worksite. In October 2013, the parties agreed to settle the foregoing two lawsuits on terms that are confidential and remain subject to court approval. In July 2012, three plaintiffs filed suit in Mississippi alleging personal injuries arising out of the accident. These lawsuits have not been set for trial. KMI and Midcontinent Express have tendered all of the foregoing lawsuits to the responsible insurance carriers, and they have agreed to accept the defense and indemnity.

In addition, Midcontinent Express is a party to various legal, regulatory and other matters arising from the day-to-day operations of its business that may result in claims against it. Although no assurance can be given, Midcontinent Express believes, based on its experience to date, that the ultimate resolution of such matters, including the matters discussed herein, will not have a material adverse impact on its business, cash flows, financial position or results of operations. Midcontinent Express believes it has meritorious defenses to the matters to which it is a party and intends to vigorously defend Midcontinent Express.

Environmental

Midcontinent Express is subject to a variety of federal, state and local laws that regulate permitted activities relating to air and water quality, waste disposal, and other environmental matters. Midcontinent Express believes that compliance with these laws will not have a material adverse impact on its business, cash flows, financial position or results of operations. However, there can be no assurances that future events, such as changes in existing laws, the promulgation of new laws, or the development of new facts or conditions will not cause Midcontinent Express to incur significant costs.

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