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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K/A

(AMENDMENT NO. 1)

[ X

]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

or

[

]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ____________________ to ____________________

Commission file number 333-110979

SOUTHERN STAR CENTRAL CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (646) 735-0500

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

Yes            No      X   

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [ X ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2 of the Act).   Yes            No      X   

State the aggregate market value of the voting stock held by non-affiliates of the registrant.  The aggregate market value shall be computed by reference to the price at which stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing.  None

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  79.367 shares as of March 5, 2004.

The undersigned registrant is filing this amended Annual Report for its fiscal year ended December 31, 2003 on Form 10-K because the html version of the Form 10-K, accepted for filing on March 18, 2004, does not appear on the SEC’s EDGAR website.  There is no change in the information in this Form 10-K/A from that contained in the previously filed Form 10-K.

TABLE OF CONTENTS

2003 FORM 10-K

SOUTHERN STAR CENTRAL CORP.

Page

Forward-Looking Statements

4

PART I

Item 1.

Business

5

Item 2.

Properties

13

Item 3.

Legal Proceedings

14

Item 4.

Submission of Matters to a Vote of Security Holders

15

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer

Purchases of Equity Securities

15

Item 6.

Selected Financial Data

17

Item 7.

Management’s Discussion and Analysis of Financial                                                                         Condition and Results of Operations

18

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

29

Item 8.

Financial Statements and Supplementary Data

29

Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial

Disclosure

29

Item 9A.

Controls and Procedures

29

PART III

Item 10.

Directors and Executive Officers of the Registrant

29

Item 11.

Executive Compensation

32

Item 12.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters

35

Item 13.

Certain Relationships and Related Transactions

35

Item 14.  Principal Accountant Fees and Services

35

PART IV

Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

36

FORWARD-LOOKING STATEMENTS

The information in this report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions and other matters. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and “objective” and other similar expressions identify some of the statements that are forward-looking. These statements are based on management’s beliefs and assumptions and on information currently available to management. Actual results could differ materially from those contemplated by the forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with such statements, factors that could cause actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:

•

future utilization of pipeline capacity, which can depend on energy prices and the prices for natural gas available on the Company’s system, competition from other pipelines and alternative fuels, the general level of natural gas demand, decisions by customers not to renew expiring natural gas transportation contracts, adequate supplies of natural gas, the construction or abandonment of natural gas customer facilities, weather conditions and other factors beyond the Company’s control;

•

operational risks and limitations of the Company’s pipeline system and of interconnected pipeline systems;

•

the ability to raise capital and fund capital expenditures in a cost-effective manner;

•

changes in federal, state or local laws and regulations to which the Company is subject, including allowed rates of return and related regulatory matters, and tax, environmental and employment laws and regulations;

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the ability to manage costs;

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the ability of the Company’s customers to pay for its services;

•

environmental liabilities that are not covered by an indemnity or insurance;

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the ability to expand into new markets as well as the ability to maintain existing markets;

•

the ability to obtain governmental and regulatory approval of various expansion projects;

•

the cost and effects of legal and administrative proceedings;

•

the effect of accounting interpretations and changes in accounting policies;

•

adverse developments involving Southern Star Central Gas Pipeline, Inc.’s previous ultimate parent, The Williams Companies, Inc.;

•

restrictive covenants contained in various instruments applicable to the Company and its subsidiaries which may restrict the Company’s ability to pursue its business strategies;

•

changes in general economic, market or business conditions; and

•

economic repercussions from terrorist activities and the government’s response to such terrorist activities.

Other factors and assumptions not identified above may also have been involved in deriving these forward-looking statements, and the failure of those other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking statements.

PART I

Item 1.  Business

GENERAL

Southern Star Central Corp.

Southern Star Central Corp. (Southern Star) was organized and incorporated in the state of Delaware on September 11, 2002 as a wholly owned subsidiary of AIG Highstar Capital, L.P. (Highstar).  On September 13, 2002, Southern Star entered into a purchase agreement with a subsidiary of The Williams Companies, Inc. (Williams) for the purchase and sale of all the capital stock of Williams Gas Pipelines Central, Inc. (WGP-Central) and all the limited liability company membership units of Western Frontier Pipeline Company, L.L.C. (Western Frontier).  The purchase price was $555.0 million, including $380.0 million in cash plus the assumption of $175.0 million in outstanding WGP-Central debt.  The transaction (the Acquisition) became effective November 16, 2002 (the Acquisition Date).   Southern Star has no operations other than its investment in WGP-Central and Western Frontier.  Effective December 9, 2002, WGP-Central’s name was changed to Southern Star Central Gas Pipeline, Inc. (Central).    

Southern Star operates as a holding company for its regulated natural gas pipeline operations and development opportunities. Central is Southern Star’s only operating subsidiary and the sole source of its operating revenues and cash flows. Southern Star also owns the development rights for the Western Frontier project, which could be developed in the future.

The terms “Southern Star” or “the Company” denote Southern Star Central Corp. and its consolidated subsidiaries.

Southern Star Central Gas Pipeline, Inc.

Central is an interstate natural gas transportation company that owns and operates a regulated natural gas pipeline system, including facilities for natural gas transmission and natural gas storage. The system operates in Colorado, Kansas, Missouri, Nebraska, Oklahoma, Texas and Wyoming, and serves customers in the major metropolitan areas of Kansas City, Kansas; Wichita, Kansas; Topeka, Kansas; Lawrence, Kansas; St. Joseph, Missouri; Joplin, Missouri; Kansas City, Missouri; and Springfield, Missouri. Central’s natural gas pipeline system has a delivery capacity of approximately 2.3 billion cubic feet (Bcf) of natural gas per day and as of December 31, 2003, was composed of approximately 6,000 miles of various diameter pipe. Central operates eight underground storage fields, seven in Kansas and one in Oklahoma, with an aggregate working gas storage capacity of approximately 43 Bcf and an aggregate delivery capacity of approximately 1.2 Bcf/day. The combination and market proximity of Central’s integrated transportation and storage system allow it to provide multiple, high-value services to its customers. Central’s service offerings include combined transportation/storage, transportation, storage, park and loan, and pooling. For the year ended December 31, 2003, 94% of Southern Star’s operating revenues were obtained through monthly firm reservation charges and 6% through commodity charges, which are based on volumes actually transported.

At December 31, 2003, Central had transportation contracts with approximately 180 shippers. Central transports natural gas to approximately 596 delivery points, including regulated natural gas distribution companies, municipalities, power plants, interstate and intrastate pipelines and large and small industrial and commercial customers.  The majority of Central’s business is conducted under long-term contracts with various expiration dates ranging from one to 20 years.  At December 31, 2003, the average remaining contract life on a volume-weighted basis was approximately five years.

For the year ended December 31, 2003, approximately 85% of Southern Star’s total operating revenues were generated from long-term contracts with its top ten customers. Natural gas transportation services for the two largest customers, Missouri Gas Energy Company, a division of Southern Union Company (approximately 30%), and Kansas Gas Service Company, a division of Oneok, Inc. (approximately 28%), accounted for approximately 58% of operating revenues for the year ended December 31, 2003. Missouri Gas Energy Company sells or resells natural gas to residential, commercial and industrial customers principally in certain major metropolitan areas of Missouri. Kansas Gas Service Company sells or resells natural gas to residential, commercial and industrial customers principally in certain major metropolitan areas of Kansas. Central has had significant business relationships with both of these customers or their predecessors for more than 20 years.  No other customer accounted for more than ten percent of the Company’s revenues in 2003.

As with all interstate natural gas pipelines, Central’s transmission and storage activities are subject to regulation by the Federal Energy Regulatory Commission (FERC) and, as such, rates and charges for the transportation of natural gas in interstate commerce, the extension, enlargement or abandonment of jurisdictional facilities, and its accounting, among other things, are subject to regulation.

Competition

Central competes primarily with other interstate pipelines in the transportation of natural gas, and natural gas competes with other forms of energy available to Central’s customers, including electricity, coal, and fuel oils.  The principal elements of competition among pipelines are rates, terms of service, access to supply basins, and flexibility and reliability of services.  Central competes primarily with other interstate pipelines in the Kansas City metropolitan area and in Wichita, Kansas in the transportation and storage of natural gas.  One of these interstate pipelines became an affiliated company with one of Central’s largest customers during 2003.  

Pipeline Operations

Central currently has 41 compressor stations with a certificated horsepower of approximately 224,000 horsepower. Twenty-eight of Central’s compressor stations are controlled remotely by its Supervisory, Control and Data Acquisition (SCADA) and station automation systems. The SCADA system gathers data from various points on the pipeline such as compressor stations, chromatographs and metering stations. Central’s Gas Control Center, located in Owensboro, Kentucky, remotely controls the operation of the automated engines at the compressor stations.

The system receives natural gas supplies from the major production areas of the Kansas Hugoton region, Oklahoma producing region, Wyoming Rocky Mountain region and Texas panhandle producing region.   The Kansas Hugoton region is a mature basin with substantial reserves.  The Company expects that gradual production declines in this area will be offset by attracting new supplies from other regions, particularly the Rocky Mountain region.  The Rocky Mountain region has substantial potential for future drilling and production.  Central’s Rawlins-Hesston line, which extends from Wyoming to Kansas, generally operates at full capacity.  The Company believes that its strategic location will continue to provide access to abundant natural gas supplies in the future.

The system has 31 pipeline interconnects with major interstate and intrastate pipelines that provide customers the opportunity to access natural gas from a variety of U.S. basins. Of the 31 interconnects, 13 are delivery points; 12 are receipt points; and six are bi-directional (both receipt and delivery) points. The large number and geographic diversity of interconnects provide Central’s customers with a high degree of flexibility in sourcing natural gas supplies and independence from any single interconnect. These interconnects allow the interaction of Central’s system with a substantial portion of the midwestern natural gas market, as well as access to major domestic pricing hubs.

Central has experienced average daily transportation throughput volumes as indicated in the tables below:

Trillion British thermal units (TBtu) per day

 This compares to Central’s average daily firm reserved capacity indicated below:  

TBtu per day

In addition, Central’s firm storage deliverability capacity has been 1.2 TBtu/day for each of these three years. Central has had a consistent business relationship with its large local distribution company customers, including Missouri Gas Energy, Kansas Gas Service, Oklahoma Natural Gas, Aquila, Atmos Energy and City Utilities of Springfield.

Storage Operations

Central operates eight underground storage fields, seven in Kansas and one in Oklahoma, with an aggregate working gas storage capacity of approximately 43 Bcf and an aggregate delivery capacity of approximately 1.2 Bcf/day.

Central’s storage services are a key component of its service offerings. During peak demand days, approximately 50% of the firm natural gas delivered to customers is supplied from Central’s storage fields. Central’s customers generally inject natural gas into storage in warm months, when natural gas demand is often lower, and withdraw natural gas during colder, peak demand months. Storage also provides flexibility to manage weather sensitive loads, such as residential heating, with no disruption in service. Storage capacity enables the pipeline to operate more uniformly and efficiently throughout the year by balancing daily receipts and deliveries.

Services

Transportation/Storage. Central offers a no-notice service that combines its firm transportation and firm storage services to enable its customers to manage their weather sensitive needs. The storage component of this service provides the customer with the flexibility to inject natural gas supplies into storage during the non-winter months when the cost of natural gas supplies is generally lower. During the winter months, the customer withdraws the stored natural gas supplies as needed to satisfy their weather sensitive needs. On peak days, these customers rely on the storage component of this service to satisfy up to two-thirds of their natural gas supply needs. This service accounted for approximately 66% of Central’s 2003 operating revenues, and as of December 31, 2003, accounted for approximately 76% of its firm market area capacity, 43% of its firm production area capacity and 87% of its firm storage deliverability.

Transportation. Central offers both firm and interruptible transportation service. Central transports natural gas from a receipt point to a delivery point and provides the related administrative functions, such as contracting, scheduling, billing and measuring and allocating natural gas flow into and out of the pipeline, principally on behalf of local natural gas distribution companies, power generators, industrials, marketers and producers. This service accounted for approximately 32% of Southern Star’s 2003 operating revenues, and as of December 31, 2003, comprised approximately 24% of Central’s firm market area capacity and 57% of its firm production area capacity.

Storage. Central provides both firm and interruptible storage service. Central has approximately 1.2 TBtu/day of firm storage deliverability capacity and 43 TBtu of on-system working gas storage capacity. Central’s storage service allows shippers to store natural gas close to their customers. Central’s storage facilities are strategically located in close proximity to its key market areas. The majority of the firm storage capacity is contracted as a component of the transportation/storage service (approximately 87% of the firm storage deliverability). The stand alone firm storage service (approximately 13% of firm storage deliverability) accounted for approximately 1% of the Company’s operating revenues for the year ended December 31, 2003.

Park and Loan. This is an interruptible service that provides customers with the flexibility to balance their supplies with market demand. Parking allows customers to store delivered natural gas on the pipeline on a temporary basis. Loaning permits a shipper to borrow natural gas from Central’s system on a temporary basis and later return an identical quantity of natural gas at a designated point on the pipeline. This service accounted for approximately 1% of the Company’s operating revenues for the year ended December 31, 2003.

Pooling. Central’s pooling service allows customers to aggregate natural gas from many receipt points into a pool before selling the natural gas into the market and provides them with access to natural gas at competitive prices. This is a service offered by interstate pipelines to eligible customers at no additional charge over regular applicable rates. Central’s ability to provide this service from multiple supply regions distinguishes its pooling service, providing it with a competitive advantage.

Seasonality

Substantially all of Central’s operating revenues are generated from the collection of fixed monthly reservation fees for transportation and/or storage services.  As a result, fluctuations in natural gas prices and actual volumes transported and stored have a limited impact on Central’s operating revenues.  Since the fixed monthly reservation fees are generally consistent from month to month, Central’s operating revenues do not fluctuate materially from season to season.

Generally, construction and maintenance on Central’s pipeline occurs during the summer months when volume throughput is usually lower than during the winter heating season.  As such, operating and maintenance expenses are generally higher in the second and third quarters and the majority of Central’s capital expenditures are incurred during this time.

Regulation

FERC Regulation. The siting of Central’s pipeline system and its transportation of natural gas in interstate commerce for its customers is subject to regulation by the FERC under the Natural Gas Act of 1938 (NGA) and/or the Natural Gas Policy Act of 1978 (NGPA). Central holds certificates of public convenience and necessity issued by the FERC authorizing Central to own and operate all pipelines, facilities and properties considered jurisdictional for which certificates are required under the Natural Gas Act, and approving Central’s rights-of-way. The pipeline’s tariff — a compilation of the pipeline’s rules, and operating and commercial practices which is binding on the pipeline and its customers — is a regulatory document and cannot be modified without public notice and FERC approval.

Central’s rates and charges for services in interstate commerce are subject to regulation by the FERC. FERC regulations and Central’s FERC approved tariff allow it to establish and collect rates designed to give it an opportunity to recover all actually and prudently incurred operations and maintenance costs of its pipeline system, taxes, interest, depreciation and amortization and a regulated equity return.

Generally, rates charged by interstate natural gas companies may not exceed the just and reasonable rates approved by the FERC. In addition, interstate natural gas companies are prohibited from granting any undue preference to any person, or maintaining any unreasonable difference in their rates or terms and conditions of service. FERC regulations also generally prohibit Central from preventing shippers from freely assigning their capacity to other parties, provided that the assignee meets the credit rating standards imposed by Central’s FERC tariff and that the assignment is operationally feasible to accommodate.

Rates. Natural gas pipeline companies subject to FERC jurisdiction may from time to time propose revised rates for their services in formal proceedings conducted by the FERC. Pipeline customers, state regulatory commissions and others are permitted to participate in the FERC rate case proceeding. In FERC rate case proceedings, the pipeline’s total cost of service is determined and is then divided among the various quantities and classes of service offered by the pipeline, resulting in a maximum rate for each type of service that the pipeline offers. For bona fide commercial reasons, a pipeline may offer customers discounts from the maximum rate if such discounts will increase the overall volumes shipped by the pipeline. Central provides no-notice service to local natural gas utilities, pursuant to which the utilities have flexible scheduling rights. In most locations, other than the Kansas City and Wichita metropolitan areas previously discussed, there is presently no competitive alternative.  As a result, Central’s largest customers generally pay the maximum reservation rates for their firm service.

Although a pipeline is generally not required to make periodic rate case filings to adjust its rates, in some circumstances the FERC may have the right to compel a pipeline to make a general rate filing. As part of a rate case settlement approved by the FERC, a pipeline may agree to file or to abstain from filing a new rate case for some stated period of time. Central’s current rates were set by the FERC’s approval of a settlement agreement in 1999. Central is currently not required to make any general rate case filing with the FERC, but has the right to do so at any time. Central’s rates are therefore stable and not subject to change, except in the event of a voluntary filing by Central seeking new rates, or a FERC rate investigation, which is not pending or, to Central’s knowledge, threatened.

Upon initiation of a new rate filing, proposed rates are generally placed into effect subject to refund within six months.  Such a filing process would likely involve a period of approximately two or more years to determine final new rates, and there would be no assurance that Central’s proposal would be accepted by the FERC.

Central’s rates are categorized by area served, type of service and interruptibility. Central has divided its service territory into two discrete geographical areas for rate purposes: the production area and the market area. The production area is located generally in Wyoming, Colorado, Texas, Oklahoma and western Kansas. The market area is located generally in Missouri, Nebraska and eastern Kansas. Central’s rates are designed to create discrete transportation tariffs within the production area and the market area that are additive for the transportation of natural gas from the production area to the market area and vice versa. The FERC generally requires rates to reflect the distances that natural gas is transported, and Central’s separate, additive rates are designed to comply with this FERC requirement.

Recent FERC Regulatory Orders.   As a result of FERC Order 636, which required interstate natural gas pipelines to change the way they did business, Central has completed the reformation or termination of its natural gas supply contracts.  As of December 31, 2003, Central’s only remaining commitment related to this reformation was a cash payment of $2.0 million.  This payment was made in January 2004.

On July 17, 2002, the FERC issued a Notice of Inquiry to seek comments on its negotiated rate policies and practices. The FERC stated that it is undertaking a review of the recourse rate as a viable alternative and safeguard against the exercise of market power of interstate natural gas pipelines, as well as the entire spectrum of issues related to its negotiated rate program. The FERC has requested that interested parties respond to various questions related to the FERC’s negotiated rate policies and practices. Central has negotiated certain rates under the FERC’s existing negotiated rate program, and participated in comments filed in this proceeding by Williams in support of the FERC’s existing negotiated rate program.

On February 11, 2004, the FERC issued a final rule in Docket No. RM-03-8-000, requiring interstate natural gas pipelines to file quarterly financial information.  The quarterly report, FERC Form No. 3-Q, will include a comparative Balance Sheet, Statement of Income and Retained Earnings, Statement of Cash Flows, Statement of Accumulated Comprehensive Income and Hedging Activities and other selected financial information prepared in accordance with FERC accounting requirements.  The first quarter 2004 report is due July 9, 2004.  The new rule also shortened the time period interstate pipelines have for filing FERC Form No. 2, which is the annual filing of financial information.

The nature and degree of regulation of natural gas companies has changed significantly during the past 25 years, and there is no assurance that further substantial changes will not occur or that existing policies and rules will not be applied in a new or different manner.

Safety Regulations. Central is subject to the Natural Gas Pipeline Safety Act of 1968, as amended, which regulates safety requirements in the design, construction, operation and maintenance of interstate natural gas transmission facilities. The Natural Gas Pipeline Safety Act requires any entity that owns or operates pipeline facilities to comply with applicable safety standards, to establish and maintain inspection and maintenance plans and to comply with such plans. Inspections and tests are performed at prescribed intervals to ensure the integrity of the pipeline system. These inspections, for example, include periodic corrosion surveys, testing of relief and over-pressure devices and periodic aerial inspections of the rights-of-way.

In 2002, the U.S. Congress enacted the Pipeline Safety Improvement Act, with final regulations implementing the Pipeline Safety Improvement Act issued in December 2003. The Pipeline Safety Improvement Act makes numerous changes to pipeline safety law, the most significant of which is the requirement that operators of pipeline facilities implement written integrity management programs. Such programs include a baseline integrity assessment of each facility located in high consequence areas that must be completed within ten years of the enactment of the Pipeline Safety Improvement Act. The Pipeline Safety Improvement Act and regulations will impose increased costs associated with new pipeline inspection and pipeline integrity program requirements, but, based on current information, the Company does not expect these costs to have a material adverse effect upon its earnings. Southern Star’s capital expenditure program includes its estimated expenditures required to comply with the Pipeline Safety Improvement Act.

In 2002, the Kansas Corporation Commission enacted the Kansas Underground Porosity Gas Storage Regulations to establish natural gas storage regulations for porosity natural gas storage fields located in the state of Kansas. These regulations impose numerous requirements including a geologic and hydro-geologic evaluation of storage fields, monitoring and reporting requirements and periodic inspections and testing of wells. Seven of the eight storage fields Central operates are located in the state of Kansas. Central anticipates that these regulations will result in increased costs to operate its storage fields; however, based on current information, it does not expect the costs to have a material adverse effect upon earnings.  Southern Star’s capital expenditure program includes its estimated expenditures required to comply with these regulations.

The Company believes that costs incurred to comply with safety regulations are prudent costs incurred in the ordinary course of business and, as such, will be recoverable in rates.

Environmental Matters

Central is subject to extensive federal, state and local statutes, rules and regulations relating to environmental protection, including the National Environmental Policy Act, the Clean Air Act, the Clean Water Act, and the Resource Conservation and Recovery Act. These laws and regulations can result in increased capital, operating and other costs. These laws and regulations generally subject Central to inspections and require it to obtain and comply with a wide variety of environmental licenses, permits and other approvals.

Central has an active program to identify and clean up contamination at its facilities and has either entered or plans to enter into consent orders with the EPA for voluntary cleanup of about 30 compressor sites. As of December 31, 2003, Central was aware of PCB and/or mercury contamination that requires remediation at 14 of Central’s compressor sites and 530 of its meter sites. To date, the contamination is generally limited to soils within the property boundaries of the sites. As of December 31, 2003, Central estimated that the remaining cost for clean-up of known contaminated facilities is approximately $6.8 million, to be incurred over the next five to six years. Central currently plans to spend approximately $1.3 million annually to remediate the PCB/mercury contamination. Central recovers approximately the same amount in its current rates each year. Central has also obtained environmental insurance, which provides an aggregate $25.0 million in coverage (subject to certain exclusions, limits and deductibles) for certain cleanup and remediation obligations. The policy covers, among other things, up to $10.0 million for costs incurred above the estimated cleanup cost of $8.6 million at the inception of the policy for PCB contamination at 14 compressor stations for a period of five years ending November 15, 2007.

Central may be responsible for environmental clean-up and other costs at sites that it formerly or currently owns or operates and at third-party waste disposal sites. Central cannot predict with certainty the amount or timing of future expenditures related to environmental matters because of the difficulty of estimating clean-up costs at sites not yet identified. There is also uncertainty in quantifying liabilities under environmental laws that impose joint and several liability on all potentially responsible parties. Environmental regulations may also require Central to install pollution control equipment at, or perform environmental remediation on, its facilities.

Historically, with respect to any capital expenditures required to meet applicable standards and regulations, the FERC has granted the requisite rate relief so that, for the most part, such expenditures and a return thereon have been allowed to be recovered. Central has no reason to believe the FERC will change that position. Central believes that compliance with applicable environmental requirements is not likely to have a material adverse effect upon its financial condition or results of operations.

Recent Expansion Projects

Central generally undertakes expansion projects only when it has firm commitments from customers that Central believes will provide revenues sufficient for Central to earn its regulated allowed return on investment. These customer commitments may take the form of actual reimbursement to Central for the cost of the project or long-term firm capacity contracts for increased transportation or storage.  The following is a summary of notable expansion projects for the past year:

Northern Natural. Northern Natural installed the majority of these facilities and Central provided the tap on its line. The facilities are designed to flow at a rate of 60,000 MMBtu/day and became operational in January 2003. This was a significant new supply interconnect on Central’s Hugoton line in Kiowa County, Kansas.

KCPL Gardner. Kansas City Power and Light (KCPL) constructed 320 MW of peaking capacity near Gardner, Kansas. KCPL built the lateral to Central’s system and Central built the new meter station and associated interconnect facilities. The Gardner interconnect, placed in service in March 2003, has the advantage of providing incremental summer peaking throughput, thus improving the overall usage profile of the system. Incremental revenue is limited to commodity revenue via seasonal transportation or released firm capacity. The cost of the meter station and related interconnect facilities was fully reimbursed by KCPL.

BP Energy. BP Energy and Central entered into agreements for firm transportation service from the Echo Springs plant in Wyoming to Questar’s Skull Creek delivery point in Wyoming. Minimal facility costs were required to implement this transaction and were fully reimbursed by BP Energy.  Service began in May 2003.

Southwest Missouri. The Southwest Missouri expansion consists of 15.7 miles of 20-inch pipe and modifications at the Saginaw compressor station. The in-service date is currently projected for second quarter of 2004. The project’s original anticipated in-service date of mid-2003 has been extended due to delays associated with certain regulatory approvals and a construction delay related to a river crossing.  The Company has received FERC approval for the construction extension.  Upon completion of the river crossing, Central expects to receive all associated regulatory authorization for this project from the FERC. The capital cost of the project is projected to be $10.8 million, and the annual revenue increase is projected to be $2.5 million in year one, increasing to $3.1 million by year 15. Empire District Electric has contracted for an additional firm contract of 28,800 MMBtu/day for its State Line Power Plant and an additional 35,000 MMBtu/day for its LaRussell Energy Center. Kansas Gas Service has subscribed for an additional firm contract of 3,000 MMBtu/day in the open season.  As of December 31, 2003, Central had spent $8.6 million for this project.  

Potential Expansion Projects

Cheyenne Plains Interconnect. El Paso Corporation has requested a new interconnect with Central’s system. This proposed receipt facility would be capable of delivering to Central up to 400,000 MMBtu/day of Rocky Mountain natural gas supplies from the developing reserves in that region. El Paso has filed with the FERC for authority to construct this greenfield project, known as “Cheyenne Plains.”  On October 22, 2003, FERC issued a Preliminary Order on Non-Environmental Determination Issues, which preliminarily authorizes construction and operation of Cheyenne Plains, subject to final environmental review.  If completed, Central expects that the Cheyenne Plains project would transport up to a total of 560,000 MMBtu/day from the Rockies to the mid-continent region beginning in 2005 and up to 730,000 MMBtu/day in 2006.

Western Frontier Pipeline. Western Frontier was formed in connection with a proposed greenfield development project to move natural gas supplies from the Rocky Mountain region to Central’s system in Kansas and Oklahoma. Western Frontier was designed to receive up to 540,000 MMBtu/day from the Cheyenne hub and Wattenburg processing plant. The 30” pipeline project would extend 340 miles from the Cheyenne hub to Central’s existing system at its Kansas Hugoton compressor station, then extend another 60 miles to a second connection to the system on the Straight Blackwell line in Beaver County, Oklahoma. The FERC certificate filing for this project was withdrawn in 2002. The Company is currently evaluating market interest in developing additional infrastructure to move natural gas to or from the Cheyenne hub area.

Insurance

Central maintains insurance coverage for its pipeline system in such amounts and covering such risks as is typically carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it operates. Central’s insurance program includes general liability insurance, auto insurance, workers’ compensation insurance, non-owned aviation insurance, environmental insurance, all-risk property and business interruption insurance, terrorism insurance,  and excess liability insurance.

Employees

As of December 31, 2003, the Company had 445 employees at Central and none at Southern Star. Central has a collective bargaining agreement with the International Union of Operating Engineers Local No. 647, or the Union, covering approximately 200 field employees. This agreement was due to expire by its terms on July 15, 2003, but has been extended until July 16, 2004. No strike or work stoppage has occurred at any of Central’s facilities during the last 20 years. Southern Star believes that the relationship between Central and the Union is positive. The Company provides competitive benefits including medical, retiree medical, 401(k) and pension benefits for all employees.

Item 2.  Properties

Ownership of Property

Central’s pipeline system includes approximately 6,000 miles of various diameter pipe,  eight storage fields and 41 compressor stations.  The system is constructed and maintained pursuant to rights-of-way, easements, permits, licenses or consents on and across properties owned in fee by others. Most of these easements and rights-of-way are perpetual in nature and any term leases are perpetual as long as annual revenue payments are made. Central’s compressor stations with appurtenant facilities are located in whole or in part upon lands owned by Central in fee, or held under the same type of term lease as described above, pursuant to permits issued or approved by public authorities, or pursuant to perpetual easements granted by private landowners. Central’s pipeline, storage and compressor facilities are all subject to FERC certificates, the issuance of which provides Central with eminent domain rights to occupy its right-of-way for certain pipeline-related purposes.

The “Little Mo” system is a facility originally constructed pursuant to Section 311 of the NGPA. This system consists of approximately 200 miles of 8-inch pipeline extending from Jackson County, Missouri to St. Charles County, Missouri, near St. Louis, and includes three compressor stations. Since this system was built originally under Section 311 of the NGPA, it was not required to be certificated under the NGA, as amended, 15 U.S.C. §717 et seq., and the regulations and orders thereunder.  These facilities are not for the purpose of locally distributing natural gas to retail customers and therefore do not subject Central to the Public Utility Holding Company Act of 1935.  On September 12, 2003, Central filed an application with the FERC in Docket No. CP03-352, requesting authority to convert the status of these facilities from “311” facilities to facilities governed by Section 7 of the NGA, consistent with the remainder of its system.  An order granting the certificate under Section 7 of the NGA was issued on February 18, 2004.  As a result of this order, Central now has the federal right of eminent domain with respect to these facilities.

Central’s pipeline headquarters is located in Owensboro, Kentucky.  Central currently leases office space pursuant to an arrangement that is set to expire on October 31, 2004.  The current annual rent is approximately $1.1 million.  Upon the expiration of the current lease, the Company will lease a new headquarters building in Owensboro, Kentucky, for which construction began in the fourth quarter of 2003.  The project is expected to cost approximately $9.0 million including the cost of furnishing the facility.  The project is being financed through the Owensboro-Daviess County Industrial Authority with the issuance of economic development bonds.  In February 2004, Central entered into a capital lease for the use of the facilities for a term of 20 years, after which ownership of the facilities will transfer to Central for a nominal fee.  

Central also has leases covering office space located in Lenexa, Kansas; Hesston, Kansas; Independence, Kansas; Bartlesville, Oklahoma; Tulsa, Oklahoma; and Woodward, Oklahoma. These leases are not for substantial space and have an aggregate annual rent of approximately $0.2 million.

Item 3.  Legal Proceedings

United States ex rel, Grynberg v. Williams Natural Gas Company, et. al. (the Grynberg Litigation)

In 1998 Jack Grynberg, an individual, sued Central and approximately 300 other energy companies, purportedly on behalf of the federal government (qui-tam).  Invoking the False Claims Act, Gynberg alleges that the defendants have mismeasured the volume and wrongfully analyzed the heating content of natural gas, causing underpayments of royalties to the United States.  The relief sought is an unspecified amount of royalties allegedly not paid to the federal government, treble damages, or civil penalty, attorney fees and costs. Thus far, the Department of Justice has declined to intervene in Grynberg’s qui-tam cases, which have been consolidated for pretrial purposes before a single judge in the United States District Court for the District of Wyoming.  The defendants’ obligation to file answers has been stayed, and thus far discovery has been limited to public disclosure/original source jurisdictional issues.  Following the completion of that discovery, and in coordination with other defendants, Central intends to move to dismiss Grynberg’s qui tam claims on the grounds that he is not the original source of the allegations.   

Will Price, et al. v. El Paso Natural Gas Co., et al., Case No. 99 C 30, District Court, Stevens County, Kansas

In this putative class action filed May 28, 1999, the named plaintiffs (Plaintiffs) have sued over 50 defendants, including Central.  Asserting theories of civil conspiracy, aiding and abetting, accounting and unjust enrichment, their Fourth Amended Class Action Petition alleges that the defendants have undermeasured the volume of, and therefore have underpaid for, the natural gas they have obtained from or measured for Plaintiffs.  Plaintiff seeks unspecified actual damages, attorney fees, pre- and post-judgment interest, and reserves the right to plead for punitive damages.  On August 22, 2003, an answer to that pleading was filed on behalf of Central.  Despite a denial by the court on April 10, 2003 of their original motion for class certification, the Plaintiffs continue to seek the certification of a class.  The issue of certification is due to be fully briefed by August 16, 2004, with oral argument to follow on September 17, 2004.   

Will Price, et al. v. El Paso Natural Gas Co., et al., Case No. 03 C 23, District Court, Stevens County, Kansas

In this putative class action filed May 12, 2003, the named plaintiffs from Case No. 99 C 30 (discussed above) have sued the same defendants, including Central.  Asserting substantially identical legal and/or equitable theories, the Original Class Action Petition alleges that the defendants have undermeasured the BTU content of, and therefore have underpaid for, the natural gas they have obtained from or measured for Plaintiffs.  Plaintiff seeks unspecified actual damages, attorney fees, pre- and post-judgment interest, and reserves the right to plead for punitive damages.  On November 10, 2003, an answer to that pleading was filed on behalf of Central.  The issue of certification is due to be fully briefed by August 16, 2004, with oral argument to follow on September 17, 2004.

KCP&L v. Bibb and Associates, et al. (the Kansas Litigation)

A lawsuit was filed in April 2001 in the Circuit Court of Jackson County, Missouri by KCPL against approximately 13 different defendants, including Central, regarding a February 1999 natural gas explosion at KCPL’s Hawthorne Unit No. 5 power plant which destroyed a boiler and various other parts of the power plant facility.  Central was officially served with the complaint in May 2001, which alleged that either Central did not odorize the natural gas, or if it did, odorization was not sufficient and, thus, Central’s negligence with respect to the odorization was a “proximate cause” of the damage.  The total claimed damages were in excess of $500.0 million. On January 15, 2004, Central and its excess insurance carrier agreed with plaintiffs to settle the claim.

The settlement amount in excess of a $2.0 million deductible that was applicable to Central and another Williams’ entity, also named as a defendant, is covered under Williams’ excess-liability insurance policies.  Pursuant to the purchase agreement between Williams and Southern Star, Williams agreed to pursue claims under such excess-liability insurance policies and to pay Southern Star the amount of any recovery it receives.  The Company expects its ultimate share of legal fees and/or settlement costs to be approximately $1.4 million, of which approximately $0.8 million had been paid through December 31, 2003 and the remainder had been accrued as an adjustment to the purchase price paid by Southern Star in the Acquisition.

In connection with the purchase of Central from Williams, a Litigation Cooperation Agreement was executed pursuant to which Williams agreed to cooperate in and assist with the defense of Central with respect to the Grynberg Litigation and the Kansas Litigation. Pursuant to that agreement, Williams agreed to provide information and data to Central, make witnesses available as necessary, assist Central in becoming a party to certain Joint Defense Agreements and to cooperate in general with Central in the preparation of its defense.

Southern Star is subject to claims and legal actions in the normal course of business in addition to those disclosed above. While no assurances can be given, Southern Star believes, based on advice of counsel and after consideration of amounts accrued, insurance coverage, potential recovery from customers and other indemnification arrangements, that the ultimate resolution of these matters will not have a material adverse effect upon its future financial position, results of operations or cash flow requirements. Costs incurred to date of defending Central’s pending cases have not been material.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

PART II

Item 5.  Market for Registrant’s Common Equity and Related Stockholder Matters

On January 21, 2003, Southern Star authorized and issued 500 shares of Series A Preferred Stock to an accredited investor for $50.0 million in cash.  Southern Star used the proceeds to repurchase 22.22 shares of its common stock owned by Highstar.  The Series A Preferred Stock is not registered under the Securities Act of 1933, as amended (the Securities Act), and was sold in a transaction exempt from registration pursuant to Regulation D of the Securities Act.

Simultaneously with the issuance of its Series A Preferred Stock, Southern Star issued a warrant to the purchaser of the Series A Preferred Stock.  The warrant was initially exercisable for two shares of Southern Star’s common stock, but was subsequently amended to represent two percent (2%) of Southern Star’s then outstanding common stock, or approximately 1.587 shares.  The warrant was exercised in August 2003 in accordance with its terms.  As of December 31, 2003, there were two holders of Southern Star’s common stock, Highstar and the holder of the Series A Preferred Stock.  There is no established trading market for Southern Star’s common stock.  

Prior to the exercise of the warrant, a dividend was declared on July 31, 2003 to Highstar, the sole holder of record of common stock as of that date.  The $50.0 million dividend was divided into multiple payments; the first payment of $25.0 million was paid in the third quarter of 2003, and a second payment of $12.5 million was made in January 2004.  The remainder of the dividend is payable quarterly and may be in any amount allowable in accordance with the restricted payment conditions set forth in the Indenture and certain other conditions.  

On August 8, 2003, Southern Star issued $180.0 million of 8.5% Senior Secured Notes due August 1, 2010 (the Senior Notes).  Southern Star sold the Senior Notes for cash to an initial purchaser in a transaction exempt from registration pursuant to Regulation D of the Securities Act.  The proceeds were used to repay in full the balance of a bridge loan used to finance the Acquisition of Central and certain other expenses.  Subsequently, the initial purchaser sold the Senior Notes to qualified institutional buyers (as defined in the rules promulgated under the Securities Act) in transactions exempt from registration pursuant to Rule 144A and Regulation S of the Securities Act.  On December 5, 2003, Southern Star filed a registration statement with the Securities and Exchange Commission to register notes substantially similar to the Senior Notes (the New Notes).  On January 9, 2004, the registration statement was declared effective.  The New Notes were offered in exchange for the Senior Notes.  All Senior Notes were exchanged for the New Notes.

Item 6.  Selected Financial Data

SELECTED HISTORICAL FINANCIAL DATA
SOUTHERN STAR CENTRAL CORP. AND SUBSIDIARIES

Southern Star was formed on September 11, 2002 but undertook no financial activity until the Acquisition became effective on November 16, 2002.  Therefore, statements of operations and cash flows for periods ending prior to November 16, 2002 reflect the operations of WGP-Central, the predecessor entity.  Hence, there is a blackline division on the financial statements, which is intended to signify that the reporting entities shown are not comparable.

You should read these tables in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements, related notes and other financial information included elsewhere in this report.

Southern Star Central Corp. and Subsidiaries
Selected Historical Financial Data