What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2020-08-10 compared with 2020-05-08 · 382 added, 211 removed, 1290 unchanged (31% of the section changed)

7 unchanged sentences

Accounts receivable – trade, net of allowance for doubtful accounts

of $ 16.7 at March 31, 2020 and $ 12.4 at December 31, 2019

of $ 13.9 at June 30, 2020 and $ 12.4 at December 31, 2019

Accounts receivable – related parties

5 unchanged sentences

Intangible assets, net of accumulated amortization of $ 1,763.7 at

March 31, 2020 and $ 1,687.5 at December 31, 2019 (see Note 6)

June 30, 2020 and $ 1,687.5 at December 31, 2019 (see Note 6)

Goodwill (see Note 6)

16 unchanged sentences

Common units ( 2,240,703,785 units issued and 2,185,896,433 units outstanding at

March 31, 2020, 2,189,226,130 units issued and outstanding at December 31, 2019)

Treasury units, at cost ( 54,807,352 units at March 31, 2020) (see Note 8)

Accumulated other comprehensive income

June 30, 2020, 2,189,226,130 units issued and outstanding at December 31, 2019)

Treasury units, at cost ( 54,807,352 units at June 30, 2020) (see Note 8)

Accumulated other comprehensive income (loss)

Total partners’ equity

6 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Third parties

24 unchanged sentences

(see Note 12)

Basic earnings per unit

Diluted earnings per unit

Basic and diluted earnings per unit

See Notes to Unaudited Condensed Consolidated Financial Statements.

4 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Other comprehensive income (loss):

3 unchanged sentences

Changes in fair value of cash flow hedges

Reclassificati on of gains to ne t income

Reclassificatio n of gains to ne t income

Interest rate hedging derivative instruments:

10 unchanged sentences

(Dollars in millions)

For the Three Months

Ended March 31,

For the Six Months

Ended June 30,

Operating activities:

4 unchanged sentences

Distributions received from unconsolidated affiliates attributable to earnings

Net losses (gains) attributable to asset sales

Net gains attributable to asset sales

Deferred income tax expense (benefit)

24 unchanged sentences

Other financing activities

Cas h provided by (used in) financing ac tivities

Cas h used in financing ac tivities

Net change in cash and cash equivalents, including restricted cash

4 unchanged sentences

UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020

(Dollars in millions)

3 unchanged sentences

Noncontrolling

For the Three Months Ended June 30, 2020:

Balance, March 31, 2020

Cash distributions paid to limited partners

Cash payments made in connection with

distribution equivalent rights

Cash distributions paid to noncontrolling interests

Cash contributions from noncontrolling interests

Amortization of fair value of equity-based awards

Cash flow hedges

Balance, June 30, 2020

Partners’ Equity

Comprehensive

Income (Loss)

Noncontrolling

For the Six Months Ended June 30, 2020:

Balance, December 31, 2019

12 unchanged sentences

Cash flow hedges

Balance, June 30, 2020

See Notes to Unaudited Condensed Consolidated Financial Statements.

For information regarding Unit History and

Accumulated Other Comprehensive Income (Loss), see Note 8.

ENTERPRISE PRODUCTS PARTNERS L.P.

UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019

(Dollars in millions)

Partners’ Equity

Comprehensive

Income (Loss)

Noncontrolling

For the Three Months Ended June 30, 2019:

Balance, March 31, 2019

Cash distributions paid to limited partners

Cash payments made in connection with distribution equivalent rights

Cash distributions paid to noncontrolling interests

Cash contributions from noncontrolling interests

Net cash proceeds from the issuance of common units

Repurchase and cancellation of common units under

2019 Buyback Program (see Note 8)

Amortization of fair value of equity-based awards

Cash flow hedges

Balance, June 30, 2019

Partners’ Equity

2 unchanged sentences

Noncontrolling

For the Six Months Ended June 30, 2019:

Balance, December 31, 2018

Cash distributions paid to limited partners

Cash payments made in connection with

distribution equivalent rights

Cash payments made in connection with distribution equivalent rights

Cash distributions paid to noncontrolling interests

1 unchanged sentence

Net cash proceeds from the issuance of common units

Common units issued in connection with

employee compensation

Amortization of fair value of equity-based awards

Common units issued in connection with employee compensation

Repurchase and cancellation of common units under

2019 Buyback Program

2019 Buyback Program (see Note 8)

Amortization of fair value of equity-based awards

Cash flow hedges

Balance, March 31, 2019

Balance, June 30, 2019

See Notes to Unaudited Condensed Consolidated Financial Statements.

For information regarding Unit History,

For information regarding Unit History and

Accumulated Other Comprehensive Income (Loss), see Note 8.

30 unchanged sentences

Fowler, who is also the Executive Vice President and Chief Financial Officer of EPCO.

EPCO, together with its privately held affiliates, owned approximately 32.1 % of EPD’s limited partner common units at March 31, 2020.

EPCO, together with its privately held affiliates, owned approximately 32.1 % of EPD’s limited partner common units at June 30, 2020.

Partnership Organization and Basis of Presentation

6 unchanged sentences

See Note 15 for information regarding related party matters.

Our results of operations for the three months ended March 31, 2020 are not necessarily indicative of results expected for the full year of 2020.

Our results of operations for the six months ended June 30, 2020 are not necessarily indicative of results expected for the full year of 2020.

In our opinion, the accompanying Unaudited Condensed Consolidated Financial Statements include all adjustments consisting of normal recurring accruals necessary for fair presentation.

19 unchanged sentences

Measurement of Credit Losses on Financial Instruments .

The new guidance, referred to as the current expected credit loss (“CECL”) model, requires the measurement of expected credit losses for financial assets (e.g., accounts receivable) held at the reporting date based on historical experience, current economic conditions, and reasonable and supportable forecasts.

The new guidance, referred to as the current expected credit loss model, requires the measurement of expected credit losses for financial assets (e.g., accounts receivable) held at the reporting date based on historical experience, current economic conditions, and reasonable and supportable forecasts.

These result in the more timely recognition of losses.

5 unchanged sentences

Additionally, the ASU eliminated certain policy and process disclosures and reporting requirements.

We adopted the requirements of this ASU on January 1, 2020.

The amendments that resulted in additional disclosures have been applied prospectively for only the most recent interim or annual period presented in the year of adoption.

All other amendments were applied retrospectively.

The adoption of this new guidance on January 1, 2020 did not have a material impact on our consolidated financial statements.

See Note 14 for information regarding our fair value measurements.

11 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Cost of sales (1)

Lower of cost or net realizable value adjustments recognized in cost of sales

Lower of cost or net realizable value adjustments

recognized in cost of sales

Cost of sales is a component of “Operating costs and expenses” as presented on our Unaudited Condensed Statements of Consolidated Operations.

34 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Depreciation expense (1)

5 unchanged sentences

Asset Retirement Obligations

Property, plant and equipment at March 31, 2020 and December 31, 2019 includes $ 70.0 million and $ 69.6 million, respectively, of asset retirement costs capitalized as an increase in the associated long-lived asset.

Property, plant and equipment at June 30, 2020 and December 31, 2019 includes $ 70.3 million and $ 69.6 million, respectively, of asset retirement costs capitalized as an increase in the associated long-lived asset.

The following table presents information regarding our asset retirement obligations, or AROs, since December 31, 2019:

1 unchanged sentence

Liabilities incurred

Liabilities settled

Revisions in estimated cash flows

Accretion expense

ARO liability balance, March 31, 2020

ARO liability balance, June 30, 2020

ENTERPRISE PRODUCTS PARTNERS L.P.

7 unchanged sentences

Petrochemical & Refined Products Services

The following table presents our equity in inc ome (loss) of u nconsolidated affiliates by business segment for the periods indicated:

The following table presents our equity in income (loss) of unconsolidated affiliates by business segment for the periods indicated:

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

NGL Pipelines & Services

7 unchanged sentences

The following table summarizes our intangible assets by business segment at the dates indicated:

March 31, 2020

June 30, 2020

December 31, 2019

18 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

NGL Pipelines & Services

16 unchanged sentences

Senior Notes RR, 2.85 % fixed-rate, due April 2021

April 2020 364-Day Revolving Credit Agreement, variable-rate, due April 2021

Senior Notes VV, 3.50 % fixed-rate, due February 2022

51 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the range of interest rates and weighted-average interest rates paid on our consolidated variable-rate debt during the three months ended March 31, 2020:

The following table presents the range of interest rates and weighted-average interest rates paid on our consolidated variable-rate debt during the six months ended June 30, 2020:

Range of Interest

5 unchanged sentences

3.13 % to 4.68 %

Amounts borrowed under our 364-Day and Multi-Year Revolving Credit Agreements bear interest, at our election, equal to:

Amounts borrowed under EPO’s 364-Day and Multi-Year Revolving Credit Agreements bear interest, at its election, equal to:

(i) LIBOR, plus an additional variable spread;

or (ii) an alternate base rate, which is the greater of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.5%, or (c) the LIBO Market Index Rate in effect on such day plus 1% and a variable spread.

The applicable spreads are determined based on our debt ratings.

The following table presents the scheduled contractual maturities of principal amounts of our consolidated debt obligations at March 31, 2020 for the next five years and in total thereafter:

The applicable spreads are determined based on EPO's debt ratings.

The following table presents the scheduled contractual maturities of principal amounts of our consolidated debt obligations at June 30, 2020 for the next five years and in total thereafter:

Scheduled Maturities of Debt

Principal amount of senior and junior debt obligations

In April 2020, EPO entered into an additional 364-Day revolving credit agreement.

See Note 19 regarding this subsequent event.

Parent-Subsidiary Guarantor Relationships

EPD acts as guarantor of the consolidated debt obligations of EPO, with the exception of the remaining debt obligations of TEPPCO.

If EPO were to default on any of its guaranteed debt, EPD would be responsible for full and unconditional repayment of that obligation.

Issuance of $ 3.0 Billion of Senior Notes in January 2020

Expected Renewal of September 2019 364-Day Revolving Credit Agreement

EPO’s September 2019 364-Day Revolving Credit Agreement is scheduled to mature in September 2020.

As a result, EPO expects to renew this credit agreement during the third quarter of 2020.

At June 30, 2020, there were no principal amounts outstanding under the September 2019 364-Day Revolving Credit Agreement.

April 2020 364-Day Revolving Credit Agreement

In April 2020, EPO entered into an additional 364-day revolving credit agreement (the “April 2020 364-Day Revolving Credit Agreement ”).

The new agreement provides EPO with an incremental $ 1.0 billion of borrowing capacity, thereby increasing its overall borrowing capacity under its revolving credit agreements to $ 6.0 billion.

Under the terms of the April 2020 364-Day Revolving Credit Agreement, EPO may borrow up to $ 1.0 billion at a variable interest rate for a term of 364 days, subject to the terms and conditions set forth therein.

EPO may use proceeds from borrowings under the April 2020 364-Day Revolving Credit Agreement for working capital, capital expenditures, acquisitions and other company purposes.

Senior Notes Offering in January 2020

In January 2020, EPO issued $ 3.0 billion aggregate principal amount of senior notes comprised of (i) $ 1.0 billion principal amount of senior notes due January 2030 (“Senior Notes AAA”), (ii) $ 1.0 billion principal amount of senior notes due January 2051 (“Senior Notes BBB”) and (iii) $ 1.0 billion principal amount of senior notes due January 2060 (“Senior Notes CCC”).

5 unchanged sentences

EPD guaranteed these senior notes through an unconditional guarantee on an unsecured and unsubordinated basis.

Lender Financial Covenants

We were in compliance with the financial covenants of our consolidated debt agreements at March 31, 2020.

Letters of Credit

At March 31, 2020, EPO had $ 101.4 million of letters of credit outstanding primarily related to our commodity hedging activities.

See Note 19 for a subsequent event involving the reopening of Senior Notes AAA and the issuance of $ 1.25 billion aggregate principal amount of new senior notes in August 2020.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lender Financial Covenants

We were in compliance with the financial covenants of our consolidated debt agreements at June 30, 2020.

Letters of Credit

At June 30, 2020, EPO had $ 150.7 million of letters of credit outstanding primarily related to our commodity hedging activities.

Parent-Subsidiary Guarantor Relationships

EPD acts as guarantor of the consolidated debt obligations of EPO, with the exception of the remaining debt obligations of TEPPCO.

If EPO were to default on any of its guaranteed debt, EPD would be responsible for full and unconditional repayment of that obligation.

Equity and Distributions

1 unchanged sentence

The following table summarizes changes in the number of our limited partner common units outstanding and treasury units since December 31, 2019:

Treasury Units

Units outstanding at December 31, 2019

6 unchanged sentences

2,185,800,243

Common units issued in connection with the vesting of phantom unit awards, net

Units outstanding at June 30, 2020

2,185,896,433

We have a universal shelf registration statement (the “2019 Shelf”) on file with the SEC which allows EPD and EPO (each on a standalone basis) to issue an unlimited amount of equity and debt securities, respectively.

1 unchanged sentence

In addition, EPD has a registration statement on file with the SEC covering the issuance of up to $ 2.54 billion of its common units in amounts, at prices and on terms to be determined by market conditions and other factors at the time of such offerings in connection with its at-the-market (“ATM”) program.

During the three months ended March 31, 2020 and 2019 , EPD did not issue any common units under its ATM program.

After taking into account the aggregate sales price of common units sold under the ATM program through March 31, 2020, EPD has the capacity to issue additional common units under its ATM program up to an aggregate sales price of $ 2.54 billion.

During the six months ended June 30, 2020 and 2019 , EPD did not issue any common units under its ATM program.

After taking into account the aggregate sales price of common units sold under the ATM program through June 30, 2020, EPD has the capacity to issue additional common units under its ATM program up to an aggregate sales price of $ 2.54 billion.

We may issue additional equity and debt securities to assist us in meeting our future liquidity requirements, including those related to capital investments.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Settlement of Liquidity Option in March 2020

On February 25, 2020, the Partnership received notice from Marquard & Bahls AG (“M&B”) of its election to exercise its rights (the “Liquidity Option”) under the Liquidity Option Agreement among EPD, Oiltanking Holding Americas, Inc.

(“OTA”), and M&B dated October 1, 2014 (the “Liquidity Option Agreement”).

11 unchanged sentences

Our obligation to Skyline to effect such transactions is limited to five registration statements and underwritten offerings.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In May 2020, we filed a registration statement on behalf of Skyline for the resale of up to 54,807,352 EPD common units.

This registration statement is effective and, in June 2020, we filed a prospectus supplement to this registration statement that allows Skyline to sell up to $ 500 million of the EPD common units it owns in connection with an “at-the-market” program that it administers.

We will not receive any proceeds from such offerings.

As a result of the Liquidity Option settlement, the partners’ equity balance for common units (as presented on our Unaudited Condensed Consolidated Balance Sheet) increased by the $ 1.3 billion market value of the new EPD common units issued to Skyline.

8 unchanged sentences

No time limit has been set for completion of the program, and it may be suspended or discontinued at any time.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In January 2020, management announced its intention to use approximately 2.0% of net cash flow provided by operating activities, or cash flow from operations (“CFFO”), in 2020 to repurchase EPD common units under the 2019 Buyback Program.

EPD repurchased 6,357,739 common units under the 2019 Buyback Program through open market purchases during the three months ended March 31, 2020 .

EPD repurchased 6,357,739 common units under the 2019 Buyback Program through open market purchases during the six months ended June 30, 2020 .

The total purchase price of these repurchases (including commissions and fees) was $ 140.1 million.

During the three months ended March 31, 2019, EPD repurchased 1,852,392 common units under the 2019 Buyback Program for a total purchase price of $ 51.6 million.

The units repurchased during the three months ended March 31, 2020 and 2019 were immediately cancelled upon acquisition.

At March 31, 2020, the remaining available capacity under the 2019 Buyback Program was $ 1.78 billion.

During the six months ended June 30, 2019 , EPD repurchased 2,909,128 common units under the 2019 Buyback Program for a total purchase price of $ 81.1 million.

The units repurchased during the six months ended June 30, 2020 and 2019 were immediately cancelled upon acquisition.

At June 30, 2020, the remaining available capacity under the 2019 Buyback Program was $ 1.78 billion.

Common Units Issued in Connection With the Vesting of Phantom Unit Awards

During the three months ended March 31, 2020 , after taking into account tax withholding requirements, EPD issued a net 2,912,214 new common units to employees in connection with the vesting of phantom unit awards.

During the six months ended June 30, 2020 , after taking into account tax withholding requirements, EPD issued a net 3,008,404 new common units to employees in connection with the vesting of phantom unit awards.

See Note 13 for information regarding our phantom unit awards.

3 unchanged sentences

This election is subject to change in future quarters depending on the partnership’s need for equity capital.

In February 2020, a total of 1,422,063 common units were purchased on the open market and delivered to participants in connection with the DRIP and EUPP.

During the six months ended June 30, 2020, a total of 3,379,971 common units were purchased on the open market and delivered to participants in connection with the DRIP and EUPP.

Apart from $ 1.3 million attributable to the plan discount available to all participants in the EUPP, the funds used to effect these purchases were sourced from the DRIP and EUPP participants.

No other partnership funds were used to satisfy these obligations.

We plan to use open market purchases to satisfy DRIP and EUPP reinvestments in connection with the distribution expected to be paid on May 12, 2020.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

We plan to use open market purchases to satisfy DRIP and EUPP reinvestments in connection with the distribution expected to be paid on August 12, 2020.

Accumulated Other Comprehensive Income (Loss)

6 unchanged sentences

Total other comprehensive income (loss) for period

Accumulated Other Comprehensive Income (Loss), March 31, 2020

Accumulated Other Comprehensive Income (Loss), June 30, 2020

Cash Flow Hedges

4 unchanged sentences

Total other comprehensive income (loss) for period

Accumulated Other Comprehensive Income (Loss), March 31, 2019

The following table presents reclassifications out of accumulated other comprehensive income (loss) into net income during the periods indicated:

Accumulated Other Comprehensive Income (Loss), June 30, 2019

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents reclassifications of (income) loss out of accumulated other comprehensive income into net income during the periods indicated:

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Losses (gains) on cash flow hedges:

6 unchanged sentences

Cash Distributions

On March 18, 2020, the Board declared a quarterly cash distribution to be paid to our limited partners with respect to the first quarter of 2020 of $ 0.4450 per common unit, or $ 1.78 per unit on an annualized basis.

The quarterly distribution associated with the first quarter of 2020 is payable on May 12, 2020, to unitholders of record as of the close of business on April 30, 2020.

This distribution represents a 1.7 % increase over the distribution declared with respect to the first quarter of 2019.

On July 7, 2020, we announced that the Board declared a quarterly cash distribution to be paid to our limited partners with respect to the second quarter of 2020 of $ 0.4450 per common unit, or $ 1.78 per unit on an annualized basis.

The quarterly distribution associated with the second quarter of 2020 is payable on August 12, 2020, to unitholders of record as of the close of business on July 31, 2020.

This distribution represents a 1.1 % increase over the distribution declared with respect to the second quarter of 2019.

In light of current economic conditions, management will evaluate future cash distributions in 2020 on a quarterly basis.

6 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

NGL Pipelines & Services:

30 unchanged sentences

Unbilled Revenue and Deferred Revenue

The following table provides information regarding our contract assets and contract liabilities at March 31, 2020:

The following table provides information regarding our contract assets and contract liabilities at June 30, 2020:

Contract Asset

8 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents significant changes in our unbilled revenue and deferred revenue balances during the three months ended March 31, 2020:

The following table presents significant changes in our unbilled revenue and deferred revenue balances during the six months ended June 30, 2020:

Balance at December 31, 2019

3 unchanged sentences

Other changes

Balance at March 31, 2020

Balance at June 30, 2020

Unbilled revenues are transferred to accounts receivable once we have an unconditional right to consideration from the customer.

2 unchanged sentences

The following table presents estimated fixed future consideration from revenue contracts that contain minimum volume commitments, deficiency and similar fees and the term of the contracts exceeds one year.

These amounts represent the revenues we expect to recognize in future periods from these contracts as of March 31, 2020.

These amounts represent the revenues we expect to recognize in future periods from these contracts as of June 30, 2020.

Consideration

Nine Months Ended December 31, 2020

Six Months Ended December 31, 2020

One Year Ended December 31, 2021

17 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Operating income

3 unchanged sentences

Asset impairment and related charges in operating costs and expenses

Net losses (gains) attributable to asset sales in operating costs and expenses

Net gains attributable to asset sales in operating costs and expenses

General and administrative costs

8 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Gross operating margin by segment:

8 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Mark-to-market gains (losses) in gross operating margin:

9 unchanged sentences

Petrochemical

& Refined Products Services

Revenues from third parties:

Three months ended March 31, 2020

Three months ended March 31, 2019

Three months ended June 30, 2020

Three months ended June 30, 2019

Six months ended June 30, 2020

Six months ended June 30, 2019

Revenues from related parties:

Three months ended March 31, 2020

Three months ended March 31, 2019

Three months ended June 30, 2020

Three months ended June 30, 2019

Six months ended June 30, 2020

Six months ended June 30, 2019

Intersegment and intrasegment revenues:

Three months ended March 31, 2020

Three months ended March 31, 2019

Three months ended June 30, 2020

Three months ended June 30, 2019

Six months ended June 30, 2020

Six months ended June 30, 2019

Total revenues:

Three months ended March 31, 2020

Three months ended March 31, 2019

Three months ended June 30, 2020

Three months ended June 30, 2019

Six months ended June 30, 2020

Six months ended June 30, 2019

Equity in income (loss) of unconsolidated affiliates:

Three months ended March 31, 2020

Three months ended March 31, 2019

Three months ended June 30, 2020

Three months ended June 30, 2019

Six months ended June 30, 2020

Six months ended June 30, 2019

Segment revenues include intersegment and intrasegment transactions, which are generally based on transactions made at market-based rates.

8 unchanged sentences

Property, plant and equipment, net:

At March 31, 2020

At June 30, 2020

At December 31, 2019

Investments in unconsolidated affiliates:

At March 31, 2020

At June 30, 2020

At December 31, 2019

Intangible assets, net:

At March 31, 2020

At June 30, 2020

At December 31, 2019

At March 31, 2020

At June 30, 2020

At December 31, 2019

Segment assets:

At March 31, 2020

At June 30, 2020

At December 31, 2019

2 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Consolidated revenues:

10 unchanged sentences

Asset impairment and related charges

Net losses (gains) attributable to asset sales

Ne t gains attributable to asset sales

General and administrative costs

17 unchanged sentences

Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

We did not rely on any uncertain tax positions in recording our income tax-related amounts during the first quarters of 2020 and 2019.

We did not rely on any uncertain tax positions in recording our income tax-related amounts during the six months ended June 30, 2020 and 2019.

OTA Deferred Tax Liability

On March 5, 2020, we settled the Liquidity Option (see Note 8) and assumed OTA’s deferred tax liability, which primarily comprised the outside basis difference of OTA in the 54,807,352 EPD common units it received in October 2014.

Upon settlement of the Liquidity Option, the Liquidity Option liability was effectively replaced by the deferred tax liability of OTA as calculated in accordance with ASC 740, Income Taxes .

On March 5, 2020, we settled the Liquidity Option (see Note 8) and assumed OTA’s deferred tax liability, which reflects the outside basis difference of OTA in the 54,807,352 EPD common units it received in October 2014.

Upon settlement of the Liquidity Option, the Liquidity Option liability was effectively replaced by the deferred tax liability of OTA calculated in accordance with ASC 740, Income Taxes .

At March 5, 2020, the Liquidity Option liability amount was $ 511.9 million.

Since the book value of the Liquidity Option liability exceeded OTA’s estimated deferred tax liability of $ 439.7 million on that date, we recognized a non-cash benefit in earnings of $ 72.2 million, which is reflected in the “Benefit from (provision for) income tax” line on our Unaudited Condensed Statement of Consolidated Operations for the three months ended March 31, 2020.

At March 31, 2020, OTA’s deferred tax liability decreased to $ 324.7 million primarily due to a decline in the fair value of OTA’s assets, which resulted in an additional non-cash benefit of $ 115.0 million in income tax expense for the first quarter of 2020.

In total, earnings for the first quarter of 2020 reflect $ 187.2 million of unrealized income tax benefits related to OTA.

The following table presents changes in OTA’s deferred tax liability since the settlement date to March 31, 2020:

The deferred tax liability of OTA is subject to fluctuation due to changes in the market value of the EPD common units it owns relative to its underlying tax basis in the units.

For example, if the market price of EPD common units increases between reporting dates, we expect to recognize deferred income tax expense in connection with an anticipated increase in OTA’s deferred tax liability.

Conversely, if the market price of EPD common units decreases between reporting dates, we expect to recognize a deferred income tax benefit in connection with an anticipated decrease in OTA’s deferred tax liability.

The following table presents changes in OTA’s deferred tax liability since the settlement date of March 5, 2020 to June 30, 2020:

Deferred tax liability at March 5, 2020

3 unchanged sentences

Other, including interim allocations of taxable income

Deferred tax liability at March 31, 2020

The market price of EPD common units declined from $ 23.67 per unit at March 5, 2020 (settlement date of the Liquidity Option) to $ 14.30 per unit on March 31, 2020.

The deferred tax liability of OTA will continue to be subject to periodic fluctuations due to changes in the market value of the EPD common units currently held, the resulting changes of which will be recognized through income tax expense (benefit) on our Unaudited Condensed Statements of Consolidated Operations.

Deferred tax liability at June 30, 2020

The market price of EPD common units declined from $ 23.67 per unit at March 5, 2020 (settlement date of the Liquidity Option) to $ 18.17 per unit on June 30, 2020.

As presented in the preceding table, OTA recognized a net deferred income tax benefit of $ 64.5 million through June 30, 2020 primarily due to a decrease in the market value of its investment in EPD common units since March 5, 2020.

With respect to the second quarter of 2020, OTA recognized deferred income tax expense of $ 50.5 million primarily due to an increase in the market value of its investment in EPD common units since March 31, 2020.

The market price of EPD common units increased from $ 14.30 per unit at March 31, 2020 to $ 18.17 per unit on June 30, 2020.

In total, earnings for the six months ended June 30, 2020 reflect a net $ 136.7 million of deferred income tax benefit attributable to OTA.

ENTERPRISE PRODUCTS PARTNERS L.P.

3 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Current portion of income tax provision (benefit):

6 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Pre-Tax Net Book Income (“NBI”)

Texas Margin Tax (1)

State income taxes (net of federal benefit) (2)

Federal income taxes computed by applying the federal

statutory rate to NBI of corporate entities

Federal benefit attributable to settlement of Liquidity Option (2)

State income tax provision (benefit), net of federal benefit (2)

Federal income tax provision (benefit) computed by applying

the federal statutory rate to NBI of corporate entities

Federal benefit attributable to settlement of

Liquidity Option (2)

Provision for (benefit from) income taxes

20 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

BASIC EARNINGS PER UNIT

18 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Equity-classified awards:

11 unchanged sentences

Phantom unit awards at December 31, 2019

Phantom unit awards at March 31, 2020

Phantom unit awards at June 30, 2020

Determined by dividing the aggregate grant date fair value of awards (before an allowance for forfeitures) by the number of awards issued.

6 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Cash payments made in connection with DERs

Total intrinsic value of phantom unit awards that vested during period

For the EPCO group of companies, the unrecognized compensation cost associated with phantom unit awards was $ 278.7 million at March 31, 2020, of which our share of such cost is currently estimated to be $ 239.8 million.

For the EPCO group of companies, the unrecognized compensation cost associated with phantom unit awards was $ 237.1 million at June 30, 2020, of which our share of such cost is currently estimated to be $ 202.0 million.

Due to the graded vesting provisions of these awards, we expect to recognize our share of the unrecognized compensation cost for these awards over a weighted-average period of 2.2 years.

4 unchanged sentences

The profits interest in a fifth Employee Partnership (EPD PubCo Unit I L.P.) fully vested in February 2020 and the partnership was liquidated.

At March 31, 2020 , our share of the total unrecognized compensation cost related to the four remaining Employee Partnerships was $ 21.0 million, which we expect to recognize over a weighted-average period of 3.2 years.

At June 30, 2020 , our share of the total unrecognized compensation cost related to the four remaining Employee Partnerships was $ 18.9 million, which we expect to recognize over a weighted-average period of 3.1 years.

Derivative Instruments, Hedging Activities and Fair Value Measurements

6 unchanged sentences

Forward-Starting Swaps

The following table summarizes our portfolio of 30-year forward-starting swaps at March 31, 2020 , all of which are associated with the expected future issuance of senior notes.

The following table summarizes our portfolio of 30-year forward-starting swaps at June 30, 2020, all of which are associated with the expected future issuance of senior notes.

Hedged Transaction

20 unchanged sentences

Cash flow hedge

These swaps were entered into during the three months ended March 31, 2020.

In total, the notional amount of forward-starting swaps outstanding at March 31, 2020 was $ 1.08 billion.

These swaps were entered into during the first quarter of 2020.

In total, the notional amount of forward-starting swaps outstanding at June 30, 2020 was $ 1.08 billion.

The weighted-average fixed interest rate of these derivative instruments is 1.83 %.

6 unchanged sentences

In order to manage such price risks, we enter into commodity derivative instruments such as physical forward contracts, futures contracts, fixed-for-float swaps and basis swaps.

At March 31, 2020, our predominant commodity hedging strategies consisted of (i) hedging anticipated future purchases and sales of commodity products associated with transportation, storage and blending activities, (ii) hedging the fair value of commodity products held in inventory and (iii) hedging natural gas processing margins.

The following table summarizes our portfolio of commodity derivative instruments outstanding at March 31, 2020 (volume measures as noted):

At June 30, 2020, our predominant commodity hedging strategies consisted of (i) hedging anticipated future purchases and sales of commodity products associated with transportation, storage and blending activities, (ii) hedging the fair value of commodity products held in inventory and (iii) hedging natural gas processing margins.

The following table summarizes our portfolio of commodity derivative instruments outstanding at June 30, 2020 (volume measures as noted):

Derivative Purpose

4 unchanged sentences

Cash flow hedge

Forecasted sales of NGLs (million barrels (“MMBbls”))

Cash flow hedge

Octane enhancement:

27 unchanged sentences

Cash flow hedge

Propylene marketing:

Forecasted sales of NGLs for propylene marketing activities (MMBbls)

Petrochemical marketing:

Forecasted sales of petrochemical products (MMBbls)

Cash flow hedge

14 unchanged sentences

Volume for derivatives designated as hedging instruments reflects the total amount of volumes hedged whereas volume for derivatives not designated as hedging instruments reflects the absolute value of derivative notional volumes.

The maximum term for derivatives designated as cash flow hedges, derivatives designated as fair value hedges and derivatives not designated as hedging instruments is December 2021, December 2020 and December 2022, respectively.

Reflects the use of derivative instruments to manage risks associated with transportation, processing, storage assets and end use power requirements.

The carrying amount of our inventories subject to fair value hedges was $ 28.1 million and $ 31.7 million at March 31, 2020 and December 31, 2019, respectively.

Current volumes include approximately 0.7 Bcf of physical derivatives instruments that are predominantly priced as index plus a premium or minus a discount.

Reflects the use of derivative instruments to manage risks associated with our transportation, processing, storage assets and end use power requirements.

The carrying amount of our inventories subject to fair value hedges was $ 233.8 million and $ 31.7 million at June 30, 2020 and December 31, 2019, respectively.

ENTERPRISE PRODUCTS PARTNERS L.P.

5 unchanged sentences

Liability Derivatives

March 31, 2020

June 30, 2020

December 31, 2019

March 31, 2020

June 30, 2020

December 31, 2019

35 unchanged sentences

(v) = (iii) + (iv)

As of March 31, 2020:

As of June 30, 2020:

Commodity derivatives

11 unchanged sentences

(v) = (iii) + (iv)

As of March 31, 2020:

As of June 30, 2020:

Interest rate derivatives

15 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Interest rate derivatives

Interest expense

Commodity derivatives

4 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Interest rate derivatives

Interest expense

Commodity derivatives

3 unchanged sentences

Change in Value Recognized in

Other Comprehensive Income (Loss)

on Derivative

Other Comprehensive Income (Loss) on Derivative

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Interest rate derivatives

2 unchanged sentences

The fair value of these derivative instruments will be reclassified to their respective locations on the Unaudited Condensed Statement of Consolidated Operations upon settlement of the underlying derivative transactions, as appropriate.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Derivatives in Cash Flow

1 unchanged sentence

Gain (Loss) Reclassified from

Accumulated Other

Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss) to Income

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Interest rate derivatives

3 unchanged sentences

Operating costs and expenses

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Over the next twelve months, we expect to reclassify $ 40.3 million of losses attributable to interest rate derivative instruments from accumulated other comprehensive loss to earnings as an increase in interest expense.

6 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Interest rate derivatives

Interest expense

Commodity derivatives

1 unchanged sentence

Operating costs and expenses

The $ 63.4 million gain recognized for the three months ended March 31, 2020 (as noted in the preceding table) from derivatives not designated as hedging instruments consists of $ 20.6 million of realized gains and $ 42.8 million of net unrealized mark-to-market gains attributable to commodity derivatives.

The $ 99.5 million gain recognized for the six months ended June 30, 2020 (as noted in the preceding table) from derivatives not designated as hedging instruments consists of $ 35.8 million of realized gains and $ 63.7 million of net unrealized mark-to-market gains attributable to commodity derivatives.

Fair Value Measurements

2 unchanged sentences

Our assessment of the relative significance of such inputs requires judgment.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The values for commodity derivatives are presented before and after the application of Chicago Mercantile Exchange (“CME”) Rule 814, which deems that financial instruments cleared by the CME are settled daily in connection with variation margin payments.

2 unchanged sentences

Derivative transactions cleared on exchanges other than the CME (e.g., the Intercontinental Exchange or ICE) continue to be reported on a gross basis.

At March 31, 2020

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At June 30, 2020

Fair Value Measurements Using

30 unchanged sentences

Total commodity derivatives

In the aggregate, the fair value of our commodity hedging portfolios at March 31, 2020 was a net derivative asset of $ 267.6 million prior to the impact of CME Rule 814.

In the aggregate, the fair value of our commodity hedging portfolios at June 30, 2020 was a net derivative liability of $ 197.4 million prior to the impact of CME Rule 814.

Financial assets and liabilities recorded on the balance sheet at June 30, 2020 using significant unobservable inputs (Level 3) are not material to the Unaudited Condensed Consolidated Financial Statements.

Refer to Note 8 for discussion of the settlement of the Liquidity Option in March 2020 and Note 11 for the income tax impact related to this transaction.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Financial assets and liabilities recorded on the balance sheet at March 31, 2020 using significant unobservable inputs (Level 3) are not material to the Unaudited Condensed Consolidated Financial Statements.

Refer to Note 8 for discussion of the settlement of the Liquidity Option in March 2020 and Note 11 for the income tax impact related to this transaction.

Nonrecurring Fair Value Measurements

Non-cash asset impairment charges for the three months ended March 31, 2020 were $ 1.6 million compared to $ 4.8 million for the three months ended March 31, 2019.

Non-cash asset impairment charges for the six months ended June 30, 2020 were $ 13.4 million compared to $ 11.8 million for the six months ended June 30, 2019.

Charges for 2020 primarily relate to assets retired during the quarter whose operations have ceased.

2 unchanged sentences

The carrying amounts of cash and cash equivalents (including restricted cash balances), accounts receivable, commercial paper notes and accounts payable approximate their fair values based on their short-term nature.

The estimated total fair value of our fixed-rate debt obligations was $ 28.77 billion and $ 30.37 billion at March 31, 2020 and December 31, 2019, respectively.

The aggregate carrying value of these debt obligations was $ 29.65 billion and $ 27.15 billion at March 31, 2020 and December 31, 2019, respectively.

The estimated total fair value of our fixed-rate debt obligations was $ 33.03 billion and $ 30.37 billion at June 30, 2020 and December 31, 2019, respectively.

The aggregate carrying value of these debt obligations was $ 29.65 billion and $ 27.15 billion at June 30, 2020 and December 31, 2019, respectively.

These values are primarily based on quoted market prices for such debt or debt of similar terms and maturities (Level 2) and our credit standing.

5 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Revenues – related parties:

15 unchanged sentences

We have an extensive and ongoing relationship with EPCO and its privately held affiliates (including Enterprise GP, our general partner), which are not a part of our consolidated group of companies.

At March 31, 2020, EPCO and its privately held affiliates (including Dan Duncan LLC and certain Duncan family trusts) beneficially owned the following limited partner interests in us:

At June 30, 2020, EPCO and its privately held affiliates (including Dan Duncan LLC and certain Duncan family trusts) beneficially owned the following limited partner interests in us:

Percentage of

Of the total number of units held by EPCO and its privately held affiliates, 108,222,618 have been pledged as security under the credit facilities of EPCO and its privately held affiliates at March 31, 2020.

Of the total number of units held by EPCO and its privately held affiliates, 88,222,618 have been pledged as security under the credit facilities of EPCO and its privately held affiliates at June 30, 2020.

These credit facilities contain customary and other events of default, including defaults by us and other affiliates of EPCO.

2 unchanged sentences

EPCO and its privately held affiliates depend on the cash distributions they receive from us and other investments to fund their other activities and to meet their debt obligations.

During the three months ended March 31, 2020 and 2019, we paid EPCO and its privately held affiliates cash distributions totaling $ 302.8 million and $ 296.0 million, respectively.

During the six months ended June 30, 2020 and 2019, we paid EPCO and its privately held affiliates cash distributions totaling $ 605.5 million and $ 593.7 million, respectively.

From time-to-time, EPCO and its privately held affiliates elect to purchase additional common units under EPD’s DRIP and ATM program.

4 unchanged sentences

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Operating costs and expenses

3 unchanged sentences

The rental rates in these lease agreements approximate market rates.

For the three months ended March 31, 2020 and 2019, we recognized $ 3.4 million and $ 3.8 million, respectively, of related party operating lease expense in connection with these office space leases.

For the three months ended June 30, 2020 and 2019, we recognized $ 2.9 million and $ 3.5 million, respectively, of related party operating lease expense in connection with these office space leases.

For the six months ended June 30, 2020 and 2019, we recognized $ 6.3 million and $ 7.3 million, respectively, of related party operating lease expense in connection with these office space leases.

Commitments and Contingencies

2 unchanged sentences

We will vigorously defend the partnership in litigation matters.

Our accruals for litigation contingencies were $ 0.2 million at March 31, 2020 and December 31, 2019, and recorded in our Unaudited Condensed Consolidated Balance Sheets as a component of “Other current liabilities.”

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Our accruals for litigation contingencies were $ 0.2 million at June 30, 2020 and December 31, 2019, and recorded in our Unaudited Condensed Consolidated Balance Sheets as a component of “Other current liabilities.”

Energy Transfer Matter

In connection with a proposed pipeline project, we and Energy Transfer Partners, L.P.

(“ETP”) signed a non-binding letter of intent in April 2011 that disclaimed any partnership or joint venture related to such project absent executed definitive documents and board approvals of the respective companies.

Definitive agreements were never executed and board approval was never obtained for the potential pipeline project.

In August 2011, the proposed pipeline project was cancelled due to a lack of customer support.

In September 2011, ETP filed suit against Enterprise and a third party in the 298 th Judicial District Court of Dallas County, Texas in connection with the cancelled project alleging, among other things, that we and ETP had formed a “partnership” and this suit went to trial in 2014.

While the trial court awarded a judgment for damages in ETP’s favor, Enterprise appealed this judgment.

On July 18, 2017, a panel of the Dallas Court of Appeals issued a unanimous opinion reversing the trial court’s judgment as to all of ETP’s claims against Enterprise and rendering judgment that ETP take nothing on those claims.

ETP filed a Petition for Review with the Supreme Court of Texas and, on January 31, 2020, the Supreme Court of Texas issued a unanimous opinion affirming the judgment of the Dallas Court of Appeals in Enterprise’s favor.

On March 6, 2020, the Supreme Court of Texas issued its Mandate to the Trial Court of Dallas County, bringing this lawsuit and the resulting appeal to a close.

As reported in our 2019 Form 10-K, we prevailed on our appeal on January 31, 2020 when the Supreme Court of Texas unanimously affirmed the opinion of the Dallas Court of Appeals.

On March 6, 2020, the Supreme Court of Texas issued its mandate to the Dallas County Civil District Court, bringing this lawsuit and the resulting appeal to a close.

PDH Litigation

8 unchanged sentences

We have long-term and short-term payment obligations under debt agreements.

In total, the principal amount of our consolidated debt obligations were $ 29.90 billion and $ 27.88 billion at March 31, 2020 and December 31, 2019, respectively.

In total, the principal amount of our consolidated debt obligations were $ 29.90 billion and $ 27.88 billion at June 30, 2020 and December 31, 2019, respectively.

See Note 7 for additional information regarding our scheduled future maturities of debt principal.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lease Accounting Matters

The following table presents information regarding operating leases where we are the lessee at March 31, 2020:

The following table presents information regarding operating leases where we are the lessee at June 30, 2020:

Asset Category

Liability Carrying

Storage and pipeline facilities

2 unchanged sentences

Right-of-use (“ROU”) asset amounts are a component of “Other assets” on our Unaudited Condensed Consolidated Balance Sheet.

At March 31, 2020 , lease liabilities of $ 31.0 million and $ 332.6 million were included within “Other current liabilities” and “Other liabilities,” respectively.

At June 30, 2020 , lease liabilities of $ 30.1 million and $ 328.9 million were included within “Other current liabilities” and “Other liabilities,” respectively.

The discount rate for each category of assets represents the weighted average of either (i) the implicit rate applicable to the underlying leases (where determinable) or (ii) our incremental borrowing rate adjusted for collateralization (if the implicit rate is not determinable).

In general, the discount rates are based on either (i) information available at the lease commencement date or (ii) January 1, 2019 for leases existing at the adoption date for ASC 842.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table disaggregates our total operating lease expense for the periods indicated :

For the Three Months

Ended March 31,

Ended June 30,

For the Six Months

Ended June 30,

Long-term operating leases:

9 unchanged sentences

Short-term operating lease expense is expensed as incurred.

Cash paid for operating lease liabilities recorded on our balance sheet was $ 10.1 million and $ 9.9 million for the three months ended March 31, 2020 and 2019, respectively.

Cash paid for operating lease liabilities recorded on our balance sheet was $ 7.9 million and $ 12.9 million for the three months ended June 30, 2020 and 2019, respectively.

For the six months ended June 30, 2020 and 2019 cash paid for operating lease liabilities was $ 18.3 million and $ 26.4 million, respectively.

We do not have any significant operating or direct financing leases where we are the lessor.

Our operating lease income for the three months ended March 31, 2020 and 2019 was $ 3.5 million and $ 4.8 million, respectively.

Our operating lease income for the three months ended June 30, 2020 and 2019 was $ 2.6 million and $ 2.4 million, respectively.

For the six months ended June 30, 2020 and 2019 operating lease income was $ 6.1 million and $ 7.2 million, respectively.

We do not have any sales-type leases.

Our operating lease commitments at March 31, 2020 did not differ materially from those reported in our 2019 Form 10-K.

Our operating lease commitments at June 30, 2020 did not differ materially from those reported in our 2019 Form 10-K.

Purchase Obligations

1 unchanged sentence

These commitments represent enforceable and legally binding agreements as of the reporting date.

Our product purchase commitments at March 31, 2020 declined by an estimated $ 10.45 billion when compared to those reported in our 2019 Form 10-K primarily due to lower NGL and crude oil prices in the first quarter of 2020.

At March 31, 2020, our estimated long-term product purchase obligations totaled $ 10.12 billion after reflecting the decline in commodity prices, agreements added during the first three months of 2020 and those commitments that expired during the year.

Our product purchase commitments at June 30, 2020 declined by an estimated $ 8.63 billion when compared to those reported in our 2019 Form 10-K primarily due to lower NGL and crude oil prices in the six months ended June 30, 2020.

At June 30, 2020, our estimated long-term product purchase obligations totaled $ 11.94 billion after reflecting the decline in commodity prices, agreements added during the six months ended June 30, 2020 and those commitments that expired during the year.

At December 31, 2019, our estimated long-term product purchase obligations totaled $ 20.57 billion.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Settlement of Liquidity Option

See Note 8 for information regarding settlement of the Liquidity Option on March 5, 2020.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Cash Flow Information

The following table presents the net effect of changes in our operating accounts for the periods indicated:

For the Three Months

Ended March 31,

For the Six Months

Ended June 30,

Decrease (increase) in:

10 unchanged sentences

Net effect of changes in operating accounts

We incurred liabilities for construction in progress that had not been paid at March 31, 2020 and December 31, 2019 of $ 394.0 million and $ 432.0 million, respectively.

We incurred liabilities for construction in progress that had not been paid at June 30, 2020 and December 31, 2019 of $ 306.6 million and $ 432.0 million, respectively.

Such amounts are not included under the caption “Capital expenditures” on the Unaudited Condensed Statements of Consolidated Cash Flows.

11 unchanged sentences

Unaudited Condensed Consolidating Balance Sheet

March 31, 2020

June 30, 2020

EPO and Subsidiaries

63 unchanged sentences

Unaudited Condensed Consolidating Statement of Operations

For the Three Months Ended March 31, 2020

For the Three Months Ended June 30, 2020

EPO and Subsidiaries

7 unchanged sentences

Interest expense

Total other income (expense), net

Total other expense, net

Income before income taxes

Benefit from (provision for) income taxes

Ne t income at tributable to noncontrolling interests

Net income attributable to noncontrolling interests

Net income attributable to entity

1 unchanged sentence

Unaudited Condensed Consolidating Statement of Operations

For the Three Months Ended March 31, 2019

For the Three Months Ended June 30, 2019

EPO and Subsidiaries

15 unchanged sentences

Enterprise Products Partners L.P.

Unaudited Condensed Consolidating Statement of Operations

For the Six Months Ended June 30, 2020

EPO and Subsidiaries

Costs and expenses:

Operating costs and expenses

General and administrative costs

Total costs and expenses

Equity in income of unconsolidated affiliates

Operating income

Other income (expense):

Interest expense

Total other expense, net

Income before income taxes

Benefit from (provision for) income taxes

Net income attributable to noncontrolling interests

Net income attributable to entity

Enterprise Products Partners L.P.

Unaudited Condensed Consolidating Statement of Operations

For the Six Months Ended June 30, 2019

EPO and Subsidiaries

Costs and expenses:

Operating costs and expenses

General and administrative costs

Total costs and expenses

Equity in income of unconsolidated affiliates

Operating income

Other income (expense):

Interest expense

Total other expense, net

Income before income taxes

Provision for income taxes

Net income attributable to noncontrolling interests

Net income attributable to entity

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Enterprise Products Partners L.P.

Unaudited Condensed Consolidating Statement of Comprehensive Income

For the Three Months Ended March 31, 2020

For the Three Months Ended June 30, 2020

EPO and Subsidiaries

Comprehensive income

Comprehensive income attrib utable to noncontrolling interests

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to entity

Enterprise Products Partners L.P.

Unaudited Condensed Consolidating Statement of Comprehensive Income

For the Three Months Ended March 31, 2019

For the Three Months Ended June 30, 2019

EPO and Subsidiaries

Comprehensive income

Comprehensive income attrib utable to noncontrolling interests

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to entity

Unaudited Condensed Consolidating Statement of Comprehensive Income

For the Six Months Ended June 30, 2020

EPO and Subsidiaries

Comprehensive income

Comp rehensive income attrib utable to noncontrolling interests

Comprehensive income attributable to entity

Unaudited Condensed Consolidating Statement of Comprehensive Income

For the Six Months Ended June 30, 2019

EPO and Subsidiaries

Comprehensive income

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to entity

ENTERPRISE PRODUCTS PARTNERS L.P.

2 unchanged sentences

Unaudited Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2020

For the Six Months Ended June 30, 2020

EPO and Subsidiaries

18 unchanged sentences

Cash contributions from noncontrolling interests

Common units acquired in connection with 2019 Buyback Program

Repurchase of common units under 2019 Buyback Program

Cash contributions from owners

11 unchanged sentences

Unaudited Condensed Consolidating Statement of Cash Flows

For the Three Months Ended March 31, 2019

For the Six Months Ended June 30, 2019

EPO and Subsidiaries

19 unchanged sentences

Net cash proceeds from issuance of common units

Common units acquired in connection with 2019 Buyback Program

Repurchase of common units under 2019 Buyback Program

Cash contributions from owners

7 unchanged sentences

restricted cash, at end of period

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Subsequent Events

Enterprise Enters Into April 2020 364-Day Revolving Credit Agreement

In April 2020, EPO entered into an additional 364-day revolving credit agreement (the “April 2020 364-Day Credit Agreement ”).

The new agreement provides EPO with an incremental $ 1.0 billion of borrowing capacity, thereby increasing its overall borrowing capacity under its credit agreements to $ 6.0 billion.

Under the terms of the April 2020 364-Day Credit Agreement, EPO may borrow up to $ 1.0 billion at a variable interest rate for a term of 364 days, subject to the terms and conditions set forth therein.

EPO may use proceeds from borrowings under the April 2020 364-Day Credit Agreement for working capital, capital expenditures, acquisitions and other company purposes.

Issuance of $ 1.25 Billion of Senior Notes in August 2020

In August 2020, EPO issued $ 1.0 billion in principal amount of 3.20 % senior notes due February 2052 (“Senior Notes DDD”) and $ 250.0 million in principal amount of 2.80 % reopened senior notes due January 2030 (“Senior Notes AAA”).

The reopened Senior Notes AAA and the Senior Notes DDD were issued at 107.211 % and 99.233 % of their principal amounts, respectively.

We received aggregate net proceeds of $ 1.25 billion from the sale of the notes after deducting underwriting discounts and other estimated offering expenses payable by us.

Net proceeds from the issuance of these senior notes will be used for general company purposes, including for growth capital investments, and to repay all or part of $ 750.0 million in principal amount of Senior Notes TT, which mature in February 2021.

The reopened Senior Notes AAA represent a re-opening of an outstanding series of EPO’s senior notes.

EPO originally issued $ 1.0 billion principal amount of Senior Notes AAA on January 15, 2020.

The reopened Senior Notes AAA will form a single series with the original notes of that series, will trade under the same CUSIP number, and will have the same terms as to status, redemption or otherwise as the original notes of that series.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements