What changed in this filing

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Item 1. Financial Statements

2023-11-09 compared with 2023-08-09 · 219 added, 207 removed, 1151 unchanged (27% of the section changed)

3 unchanged sentences

(Dollars in millions)

September 30,

Current assets:

2 unchanged sentences

Accounts receivable – trade, net of allowance for credit losses

of $ 50 at June 30, 2023 and $ 54 at December 31, 2022

of $ 49 at September 30, 2023 and $ 54 at December 31, 2022

Accounts receivable – related parties

23 unchanged sentences

Series A cumulative convertible preferred units (“preferred units”)

( 50,412 units outstanding at June 30, 2023 and December 31, 2022 )

( 50,412 units outstanding at September 30, 2023 and December 31, 2022 )

Partners’ equity:

Common limited partner interests ( 2,171,879,003 units issued and outstanding at

June 30, 2023 , 2,170,806,347 units issued and outstanding at December 31, 2022 )

September 30, 2023 , 2,170,806,347 units issued and outstanding at December 31, 2022 )

Treasury units, at cost

8 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Third parties

24 unchanged sentences

(see Note 11)

Basic earnings per common unit

Diluted earnings per common unit

Basic and diluted earnings per common unit

See Notes to Unaudited Condensed Consolidated Financial Statements.

4 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Other comprehensive income (loss):

3 unchanged sentences

Changes in fair value of cash flow hedges

Reclassificatio n of gains to ne t income

Reclassificatio n of losses ( gains) to ne t income

Interest rate hedging derivative instruments:

11 unchanged sentences

(Dollars in millions)

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

Operating activities:

8 unchanged sentences

Net losses (gains) attributable to asset sales and related matters

Deferred income tax expense (benefit)

Deferred income tax expense

Change in fair market value of derivative instruments

6 unchanged sentences

Cash used for business combinations, net of cash received (See Note 17)

Investments in unconsolidated affiliates

Distributions received from unconsolidated affiliates attributable to the return of capital

20 unchanged sentences

UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

(Dollars in millions)

3 unchanged sentences

Noncontrolling

For the Three Months Ended June 30, 2023 :

Balance March 31, 2023

For the Three Months Ended September 30, 2023 :

Balance June 30, 2023

Cash distributions paid to common unitholders

3 unchanged sentences

Cash contributions from noncontrolling interests

Repurchase and cancellation of common units under

2019 Buyback Program

Amortization of fair value of equity-based awards

Cash flow hedges

Balance, June 30, 2023

Balance, September 30, 2023

Partners’ Equity

2 unchanged sentences

Noncontrolling

For the Six Months Ended June 30, 2023 :

For the Nine Months Ended September 30, 2023 :

Balance, December 31, 2022

8 unchanged sentences

Cash flow hedges

Balance, June 30, 2023

Balance, September 30, 2023

See Notes to Unaudited Condensed Consolidated Financial Statements.

3 unchanged sentences

UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

(Dollars in millions)

3 unchanged sentences

Noncontrolling

For the Three Months Ended June 30, 2022 :

Balance, March 31, 2022

For the Three Months Ended September 30, 2022 :

Balance, June 30, 2022

Cash distributions paid to common unitholders

2 unchanged sentences

Cash distributions paid to noncontrolling interests

Cash contributions from noncontrolling interests

Repurchase and cancellation of common units under

2 unchanged sentences

Cash flow hedges

Balance, June 30, 2022

Balance, September 30, 2022

Partners’ Equity

2 unchanged sentences

Noncontrolling

For the Six Months Ended June 30, 2022 :

For the Nine Months Ended September 30, 2022 :

Balance, December 31, 2021

8 unchanged sentences

Cash flow hedges

Balance, June 30, 2022

Balance, September 30, 2022

See Notes to Unaudited Condensed Consolidated Financial Statements.

27 unchanged sentences

We, Enterprise GP, EPCO and Dan Duncan LLC are affiliates under the collective common control of the DD LLC Trustees and the EPCO Trustees.

EPCO, together with its privately held affiliates, owned approximately 32.3 % of the Partnership’s common units outstanding at June 30, 2023.

EPCO, together with its privately held affiliates, owned approximately 32.3 % of the Partnership’s common units outstanding at September 30, 2023.

With the exception of per unit amounts, or as noted within the context of each disclosure,

21 unchanged sentences

See Note 14 for information regarding related party matters.

Our results of operations for the six months ended June 30, 2023 are not necessarily indicative of results expected for the full year of 2023.

Our results of operations for the nine months ended September 30, 2023 are not necessarily indicative of results expected for the full year of 2023.

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

14 unchanged sentences

Charged to other accounts

Allowance for credit losses, June 30, 2023

Allowance for credit losses, September 30, 2023

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the Unaudited Condensed Consolidated Balance Sheets that sum to the total of the amounts shown in the Unaudited Condensed Statements of Consolidated Cash Flows.

September 30,

Cash and cash equivalents

6 unchanged sentences

Our inventory amounts by product type were as follows at the dates indicated:

September 30,

Petrochemicals and refined products

4 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Cost of sales (1)

5 unchanged sentences

The historical costs of our property, plant and equipment and related balances were as follows at the dates indicated:

September 30,

Plants, pipelines and facilities (1)(5)

32 unchanged sentences

On a weighted-average basis, the expected remaining amortization period for these costs is 0.9 years.

Property, plant and equipment at June 30, 2023 and December 31, 2022 includes $ 108 million and $ 117 million, respectively, of asset retirement costs capitalized as an increase in the associated long-lived asset.

Property, plant and equipment at September 30, 2023 and December 31, 2022 includes $ 107 million and $ 117 million, respectively, of asset retirement costs capitalized as an increase in the associated long-lived asset.

ENTERPRISE PRODUCTS PARTNERS L.P.

6 unchanged sentences

Accretion expense (4)

ARO liability balance, June 30, 2023

ARO liability balance, September 30, 2023

Represents the initial recognition of estimated ARO liabilities during period.

2 unchanged sentences

Represents net change in ARO liability balance attributable to the passage of time and other adjustments, including true-up amounts associated with revised closure estimates.

Of the $ 230 million total ARO liability recorded at June 30, 2023 , $ 16 million was reflected as a current liability and $ 214 million as a long-term liability.

Of the $ 223 million total ARO liability recorded at September 30, 2023 , $ 7 million was reflected as a current liability and $ 216 million as a long-term liability.

The following table summarizes our depreciation expense and capitalized interest amounts for the periods indicated:

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Depreciation expense (1)

7 unchanged sentences

We account for these investments using the equity method.

September 30,

NGL Pipelines & Services

4 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

NGL Pipelines & Services

7 unchanged sentences

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

June 30, 2023

September 30, 2023

December 31, 2022

18 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

NGL Pipelines & Services

9 unchanged sentences

The following table presents our consolidated debt obligations (arranged by company and maturity date) at the dates indicated:

September 30,

EPO senior debt obligations:

45 unchanged sentences

Under the terms of the agreement, EPO may borrow up to $ 2.7 billion (which may be increased by up to $ 500 million to $ 3.2 billion at EPO’s election provided certain conditions are met).

Variable rate is reset quarterly and based on 3-month London Interbank Offered Rate (“LIBOR”) plus 2.778 %.

Variable rate is reset quarterly and based on 3-month LIBOR plus 2.986 %.

Variable rate is reset quarterly and based on 3-month Chicago Mercantile Exchange (“CME”) Term Secured Overnight Financing Rate (“SOFR”) plus (a) a 0.26161% tenor spread adjustment and (b) 2.778 %.

Variable rate is reset quarterly and based on 3-month CME Term SOFR plus (a) a 0.26161% tenor spread adjustment and (b) 2.986 %.

Fixed rate of 5.250 % through August 15, 2027;

thereafter, a variable rate reset quarterly and based on 3-month LIBOR plus 3.033 %.

thereafter, a variable rate reset quarterly and based on 3-month CME Term SOFR plus (a) a 0.26161% tenor spread adjustment and (b) 3.033 %.

Fixed rate of 5.375 % through February 14, 2028;

thereafter, a variable rate reset quarterly and based on 3-month LIBOR plus 2.57 %.

thereafter, a variable rate reset quarterly and based on 3-month CME Term SOFR plus (a) a 0.26161% tenor spread adjustment and (b) 2.57 %.

Effective July 1, 2023, all series of our junior subordinated notes subject to a variable interest rate replaced the 3-month London Interbank Offered Rate (“LIBOR”) with 3-month CME Term SOFR plus a 0.26161% tenor spread adjustment.

See discussion below in “Variable Interest Rates” regarding the LIBOR replacement and LIBOR replacement rate.

References to “TEPPCO” mean TEPPCO Partners, L.P.

prior to its merger with one of our wholly owned subsidiaries in October 2009.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

References to “TEPPCO” mean TEPPCO Partners, L.P.

prior to its merger with one of our wholly owned subsidiaries in October 2009.

Variable Interest Rates

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, 2023:

The following table presents the range of interest rates and weighted-average interest rates paid on our consolidated variable-rate debt during the nine months ended September 30, 2023:

Range of Interest

8 unchanged sentences

Amounts borrowed under EPO’s March 2023 $1.5 Billion 364-Day Revolving Credit Agreement and March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement bear interest, at EPO’s election, equal to:

(i) the Secured Overnight Financing Rate (“SOFR”), plus an additional variable spread;

(i) SOFR, plus an additional variable spread;

or (ii) an alternate base rate, which is the greatest 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) Adjusted Term SOFR, for an interest period of one month in effect on such day plus 1%, and a variable spread.

4 unchanged sentences

The final rule became effective during the first quarter of 2023.

As a result of the LIBOR Act, our Junior Subordinated Notes C and D and the TEPPCO Junior Subordinated Notes, which were subject to a variable rate (as defined by the applicable agreement) based on three-month LIBOR (in each case, a “LIBOR Rate”) through June 30, 2023, replaced the applicable LIBOR Rate with a variable rate based on the three-month CME Term SOFR (“SOFR Rate”) as administered by the CME Group Benchmark Administration, Ltd.

As a result of the LIBOR Act, our Junior Subordinated Notes C and D and the TEPPCO Junior Subordinated Notes, which were subject to a variable rate (as defined by the applicable agreement) based on three-month LIBOR (in each case, a “LIBOR Rate”) through June 30, 2023, replaced the applicable LIBOR Rate with a variable rate based on the three-month CME Term SOFR as administered by the CME Group Benchmark Administration, Ltd.

plus a 0.26161% tenor spread adjustment beginning on July 1, 2023.

Additionally, our Junior Subordinated Notes E and F, which would have been subject to a variable rate (as defined by the applicable agreement) based on three-month LIBOR beginning in August 2027 and February 2028, respectively, will replace the applicable LIBOR Rate with the three-month SOFR Rate plus a 0.26161% tenor spread adjustment.

The foregoing tenor spread adjustment will be in addition to the applicable spread under the terms of each series of Junior Subordinated Notes.

1 unchanged sentence

Scheduled Maturities of Debt

The following table presents the scheduled maturities of principal amounts of EPO’s consolidated debt obligations at June 30, 2023 for the next five years, and in total thereafter:

The following table presents the scheduled maturities of principal amounts of EPO’s consolidated debt obligations at September 30, 2023 for the next five years, and in total thereafter:

Scheduled Maturities of Debt

6 unchanged sentences

There were no principal amounts outstanding under the September 2022 364-Day Revolving Credit Agreement when it was replaced by the March 2023 $1.5 Billion 364-Day Revolving Credit Agreement.

As of June 30, 2023, there were no principal amounts outstanding under the March 2023 $1.5 Billion 364-Day Revolving Credit Agreement.

As of September 30, 2023, there were no principal amounts outstanding under the March 2023 $1.5 Billion 364-Day Revolving Credit Agreement.

Under the terms of the March 2023 $1.5 Billion 364-Day Revolving Credit Agreement, EPO may borrow up to $ 1.5 billion (which may be increased by up to $ 200 million to $ 1.7 billion at EPO’s election, provided certain conditions are met) at a variable interest rate for a term of up to 364 days, subject to the terms and conditions set forth therein.

10 unchanged sentences

There were no principal amounts outstanding under the prior multi-year revolving credit agreement when it was replaced by the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement.

As of June 30, 2023 , there were no principal amounts outstanding under the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement.

As of September 30, 2023 , there were no principal amounts outstanding under the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement.

Under the terms of the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement, EPO may borrow up to $ 2.7 billion (which may be increased by up to $ 500 million to $ 3.2 billion at EPO’s election, provided certain conditions are met) at a variable interest rate for a term of five years, subject to the terms and conditions set forth therein.

14 unchanged sentences

Letters of Credit

At June 30, 2023, EPO had $ 110 million of letters of credit outstanding primarily related to our commodity hedging activities.

At September 30, 2023, EPO had $ 152 million of letters of credit outstanding primarily related to our commodity hedging activities.

Lender Financial Covenants

We were in compliance with the financial covenants of our consolidated debt agreements at June 30, 2023.

We were in compliance with the financial covenants of our consolidated debt agreements at September 30, 2023.

Parent-Subsidiary Guarantor Relationships

14 unchanged sentences

2,171,752,332

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

Common units outstanding at September 30, 2023

2,171,879,003

Registration Statements

1 unchanged sentence

In addition, the Partnership has a registration statement on file with the SEC covering the issuance of up to $ 2.5 billion of its common units in amounts, at prices and on terms based on market conditions and other factors at the time of such offerings (referred to as the Partnership’s at-the-market (“ATM”) program).

The Partnership did not issue any common units under its ATM program during the six months ended June 30, 2023 .

The Partnership’s capacity to issue additional common units under the ATM program remains at $ 2.5 billion as of June 30, 2023.

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

The Partnership did not issue any common units under its ATM program during the nine months ended September 30, 2023 .

The Partnership’s capacity to issue additional common units under the ATM program remains at $ 2.5 billion as of September 30, 2023.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Common Unit Repurchases Under 2019 Buyback Program

2 unchanged sentences

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

During the three and six months ended June 30, 2023, the Partnership repurchased 2,910,121 and 3,592,710 common units, respectively, under the 2019 Buyback Program through open market purchases .

The total cost of these repurchases, including commissions and fees, was $ 75 million and $ 92 million, respectively.

During the three and six months ended June 30, 2022 , the Partnership repurchased 1,408,121 common units under the 2019 Buyback Program through open market purchases.

The Partnership elected not to repurchase common units during the three months ended September 30, 2023.

During the nine months ended September 30, 2023, the Partnership repurchased 3,592,710 common units under the 2019 Buyback Program through open market purchases .

The total cost of these repurchases, including commissions and fees, was $ 92 million.

During the three and nine months ended September 30, 2022 , the Partnership repurchased 2,925,842 and 4,333,963 common units, respectively, under the 2019 Buyback Program through open market purchases.

The total cost of these repurchases, including commissions and fees, was $ 72 million and $ 107 million, respectively.

Common units repurchased under the 2019 Buyback Program are immediately cancelled upon acquisition.

At June 30, 2023, the remaining available capacity under the 2019 Buyback Program was $ 1.2 billion.

At September 30, 2023, the remaining available capacity under the 2019 Buyback Program was $ 1.2 billion.

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

After taking into account tax withholding requirements, the Partnership issued 4,517,803 new common units to employees in connection with the vesting of phantom unit awards during the six months ended June 30, 2023.

After taking into account tax withholding requirements, the Partnership issued 4,644,474 new common units to employees in connection with the vesting of phantom unit awards during the nine months ended September 30, 2023.

See Note 12 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.

During the six months ended June 30, 2023 , agents of the Partnership purchased 3,607,985 common units on the open market and delivered them to participants in the DRIP and EUPP.

During the nine months ended September 30, 2023 , agents of the Partnership purchased 4,986,549 common units on the open market and delivered them to participants in the DRIP and EUPP.

Apart from $ 2  

1 unchanged sentence

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 August 14, 2023.

We plan to use open market purchases to satisfy DRIP and EUPP reinvestments in connection with the distribution expected to be paid on November 14, 2023.

Preferred Units

There were 50,412 of our Series A Cumulative Convertible Preferred Units (“preferred units”) outstanding at June 30, 2023.

There were 50,412 of our Series A Cumulative Convertible Preferred Units (“preferred units”) outstanding at September 30, 2023.

We present the capital accounts attributable to our preferred unitholders as mezzanine equity on our consolidated balance sheets since the terms of the preferred units allow for cash redemption by such unitholders in the event of a Change of Control (as defined in our partnership agreement), without regard to the likelihood of such an event.

During the six months ended June 30, 2023, the Partnership made quarterly cash distributions to its preferred unitholders of $ 2 million.

During the nine months ended September 30, 2023, the Partnership made quarterly cash distributions to its preferred unitholders of $ 3 million.

ENTERPRISE PRODUCTS PARTNERS L.P.

8 unchanged sentences

Total other comprehensive income (loss) for period

Accumulated Other Comprehensive Income (Loss), June 30, 2023

Accumulated Other Comprehensive Income (Loss), September 30, 2023

Cash Flow Hedges

4 unchanged sentences

Total other comprehensive income (loss) for period

Accumulated Other Comprehensive Income (Loss), June 30, 2022

Accumulated Other Comprehensive Income (Loss), September 30, 2022

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 June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Losses (gains) on cash flow hedges:

6 unchanged sentences

Cash Distributions

On July 10, 2023, we announced that the Board declared a quarterly cash distribution of $ 0.50 per common unit, or $ 2.00 per common unit on an annualized basis, to be paid to the Partnership’s common unitholders with respect to the second quarter of 2023.

The quarterly distribution is payable on August 14, 2023 to unitholders of record as of the close of business on July 31, 2023.

On October 5, 2023, we announced that the Board declared a quarterly cash distribution of $ 0.50 per common unit, or $ 2.00 per common unit on an annualized basis, to be paid to the Partnership’s common unitholders with respect to the third quarter of 2023.

The quarterly distribution is payable on November 14, 2023 to unitholders of record as of the close of business on October 31, 2023.

The total amount to be paid is $ 1.1 billion, which includes $ 10 million for distribution equivalent rights (“DERs”) on phantom unit awards.

7 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

NGL Pipelines & Services:

32 unchanged sentences

Unbilled Revenue and Deferred Revenue

The following table provides information regarding our contract assets and contract liabilities at June 30, 2023:

The following table provides information regarding our contract assets and contract liabilities at September 30, 2023:

Contract Asset

6 unchanged sentences

Other long-term liabilities

The following table presents significant changes in our unbilled revenue and deferred revenue balances for the six months ended June 30, 2023:

The following table presents significant changes in our unbilled revenue and deferred revenue balances for the nine months ended September 30, 2023:

Balance at December 31, 2022

3 unchanged sentences

Other changes

Balance at June 30, 2023

Balance at September 30, 2023

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

4 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 June 30, 2023.

These amounts represent the revenues we expect to recognize in future periods from these contracts as of September 30, 2023.

Consideration

Six Months Ended December 31, 2023

Three Months Ended December 31, 2023

One Year Ended December 31, 2024

30 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Operating income

15 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Gross operating margin by segment:

11 unchanged sentences

Revenues from third parties:

Three months ended June 30, 2023

Three months ended June 30, 2022

Six months ended June 30, 2023

Six months ended June 30, 2022

Three months ended September 30, 2023

Three months ended September 30, 2022

Nine months ended September 30, 2023

Nine months ended September 30, 2022

Revenues from related parties:

Three months ended June 30, 2023

Three months ended June 30, 2022

Six months ended June 30, 2023

Six months ended June 30, 2022

Three months ended September 30, 2023

Three months ended September 30, 2022

Nine months ended September 30, 2023

Nine months ended September 30, 2022

Intersegment and intrasegment revenues:

Three months ended June 30, 2023

Three months ended June 30, 2022

Six months ended June 30, 2023

Six months ended June 30, 2022

Three months ended September 30, 2023

Three months ended September 30, 2022

Nine months ended September 30, 2023

Nine months ended September 30, 2022

Total revenues:

Three months ended June 30, 2023

Three months ended June 30, 2022

Six months ended June 30, 2023

Six months ended June 30, 2022

Three months ended September 30, 2023

Three months ended September 30, 2022

Nine months ended September 30, 2023

Nine months ended September 30, 2022

Equity in income of unconsolidated affiliates:

Three months ended June 30, 2023

Three months ended June 30, 2022

Six months ended June 30, 2023

Six months ended June 30, 2022

Three months ended September 30, 2023

Three months ended September 30, 2022

Nine months ended September 30, 2023

Nine months ended September 30, 2022

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

6 unchanged sentences

Property, plant and equipment, net:

At June 30, 2023

At September 30, 2023

At December 31, 2022

Investments in unconsolidated affiliates:

At June 30, 2023

At September 30, 2023

At December 31, 2022

Intangible assets, net:

At June 30, 2023

At September 30, 2023

At December 31, 2022

At June 30, 2023

At September 30, 2023

At December 31, 2022

Segment assets:

At June 30, 2023

At September 30, 2023

At December 31, 2022

4 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Consolidated revenues:

26 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

BASIC EARNINGS PER COMMON UNIT

22 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Equity-classified awards:

11 unchanged sentences

Phantom unit awards at December 31, 2022

Phantom unit awards at June 30, 2023

Phantom unit awards at September 30, 2023

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 June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 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 $ 272 million at June 30, 2023, of which our share of such cost is currently estimated to be $ 225 million.

For the EPCO group of companies, the unrecognized compensation cost associated with phantom unit awards was $ 225 million at September 30, 2023, of which our share of such cost is currently estimated to be $ 184 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 2.1 years.

Profits Interest Awards

EPCO has two limited partnerships (referred to as “Employee Partnerships”) that serve as long-term incentive arrangements for key employees of EPCO by providing them a profits interest in one or more of the Employee Partnerships.

At June 30, 2023 , our share of the total unrecognized compensation cost related to the Employee Partnerships was $ 2 million , which we expect to recognize over a weighted-average period of less than one  

EPCO has two limited partnerships (referred to as “Employee Partnerships”) that serve as long-term incentive arrangements for key employees of EPCO by providing them profits interest awards (or Class B limited partner interests) in one or more of the Employee Partnerships.

At September 30, 2023 , our share of the total unrecognized compensation cost related to the Employee Partnerships was $ 1 million , which we expect to recognize over a weighted-average period of less than one  

On November 6, 2023, the partners of both Employee Partnerships amended their respective Employee Partnership’s limited partnership agreement to provide that the Class B limited partner interests therein will vest on the earliest of (i) December 3, 2027, (ii) the first date on or after November 6, 2023 for which the closing sale price of the Partnership’s common units on the NYSE is equal to or greater than $ 29.02 per unit (subject to certain adjustments), (iii) a change of control, or (iv) dissolution of such Employee Partnership.

Hedging Activities and Fair Value Measurements

20 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 June 30, 2023 , 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 natural gas processing margins, (iii) hedging the fair value of commodity products held in inventory and (iv) hedging anticipated future purchases of power for certain operations in Southeast Texas .

At September 30, 2023 , 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 natural gas processing margins, (iii) hedging the fair value of commodity products held in inventory and (iv) hedging anticipated future purchases of power for certain operations in Southeast Texas .

The objective of our anticipated future commodity purchases and sales hedging program is to hedge the margins of certain transportation, storage, blending and operational activities by locking in purchase and sale prices through the use of derivative instruments and related contracts.

6 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes our portfolio of commodity derivative instruments outstanding at June 30, 2023 (volume measures as noted):

The following table summarizes our portfolio of commodity derivative instruments outstanding at September 30, 2023 (volume measures as noted):

Derivative Purpose

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Petrochemical marketing:

Forecasted purchases of petrochemical products (MMBbls)

Cash flow hedge

Forecasted sales of petrochemical products (MMBbls)

13 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 2025, January 2024 and January 2025, respectively.

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

The carrying amount of our inventories subject to fair value hedges was $ 8 million and $ 12 million at June 30, 2023 and December 31, 2022, respectively.

The carrying amount of our inventories subject to fair value hedges was $ 2 million and $ 12 million at September 30, 2023 and December 31, 2022, respectively.

ENTERPRISE PRODUCTS PARTNERS L.P.

5 unchanged sentences

Liability Derivatives

June 30, 2023

September 30, 2023

December 31, 2022

June 30, 2023

September 30, 2023

December 31, 2022

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(v) = (iii) + (iv)

As of June 30, 2023:

As of September 30, 2023:

Commodity derivatives

12 unchanged sentences

(v) = (iii) + (iv)

As of June 30, 2023:

As of September 30, 2023:

Commodity derivatives

13 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Commodity derivatives

4 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Commodity derivatives

7 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Interest rate derivatives

7 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Interest rate derivatives

13 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Commodity derivatives

1 unchanged sentence

Operating costs and expenses

The $ 217 million net gain recognized for the six months ended June 30, 2023 (as noted in the preceding table) from derivatives not designated as hedging instruments consists of $ 226 million of net realized gains and $ 9 million of net unrealized mark-to-market losses attributable to commodity derivatives.

The $ 190 million net gain recognized for the nine months ended September 30, 2023 (as noted in the preceding table) from derivatives not designated as hedging instruments consists of $ 240 million of net realized gains and $ 50 million of net unrealized mark-to-market losses attributable to commodity derivatives.

Fair Value Measurements

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

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.

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

As a result of this exchange rule, CME-related derivatives are considered to have no fair value at the balance sheet date for financial reporting purposes;

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At June 30, 2023

At September 30, 2023

Fair Value Measurements Using

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Total commodity derivatives

In the aggregate, the fair value of our commodity hedging portfolios at June 30, 2023 was a net derivative asset of $ 90  

In the aggregate, the fair value of our commodity hedging portfolios at September 30, 2023 was a net derivative liability of $ 108  

million prior to the impact of CME Rule 814.

Financial assets and liabilities recorded on the balance sheet at June 30, 2023 using significant unobservable inputs (Level 3) are not material to the Unaudited Condensed Consolidated Financial Statements.

Financial assets and liabilities recorded on the balance sheet at September 30, 2023 using significant unobservable inputs (Level 3) are not material to the Unaudited Condensed Consolidated Financial Statements.

ENTERPRISE PRODUCTS PARTNERS L.P.

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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 $ 25.6 billion and $ 24.2 billion at June 30, 2023 and December 31, 2022, respectively.

The aggregate carrying value of these debt obligations was $ 28.0 billion and $ 27.5 billion at June 30, 2023 and December 31, 2022, respectively.

The estimated total fair value of our fixed-rate debt obligations was $ 24.5 billion and $ 24.2 billion at September 30, 2023 and December 31, 2022, respectively.

The aggregate carrying value of these debt obligations was $ 28.0 billion and $ 27.5 billion at September 30, 2023 and December 31, 2022, 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 June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Revenues – related parties:

4 unchanged sentences

The following table summarizes our related party accounts receivable and accounts payable balances at the dates indicated:

September 30,

Accounts receivable - related parties:

8 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 June 30, 2023, 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 September 30, 2023, EPCO and its privately held affiliates (including Dan Duncan LLC and certain Duncan family trusts) beneficially owned the following limited partner interests in us:

Total Number of Limited Partner Interests Held

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Of the total number of Partnership common units held by EPCO and its privately held affiliates, 62,976,464 have been pledged as security under the separate credit facilities of EPCO and its privately held affiliates at June 30, 2023.

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 use cash on hand and cash distributions they receive from us and other investments to fund their other activities and to meet their respective debt obligations, if any.

During the six months ended June 30, 2023 and 2022, we paid EPCO and its privately held affiliates cash distributions totaling $ 666 million and $ 632 million, respectively.

During the nine months ended September 30, 2023 and 2022, we paid EPCO and its privately held affiliates cash distributions totaling $ 1.0 billion and $ 955 million, respectively.

We have no employees.

3 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Operating costs and expenses

2 unchanged sentences

We lease office space from privately held affiliates of EPCO at rental rates that approximate market rates.

For each of the three months ended June 30, 2023 and 2022 , we recognized $ 4 million of related party operating lease expense in connection with these office space leases.

For each of the six months ended June 30, 2023 and 2022, we recognized $ 7 million of related party operating lease expense in connection with these office space leases.

For each of the three months ended September 30, 2023 and 2022 , we recognized $ 3 million of related party operating lease expense in connection with these office space leases.

For each of the nine months ended September 30, 2023 and 2022, we recognized $ 10 million of related party operating lease expense in connection with these office space leases.

Income taxes are accounted for under the asset-and-liability method.

5 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 three and six months ended June 30, 2023 and 2022.

We did not rely on any uncertain tax positions in recording our income tax-related amounts during the three and nine months ended September 30, 2023 and 2022 .

Our federal, state and foreign income tax benefit (provision) is summarized below:

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Current portion of income tax benefit (provision):

Ended September 30,

For the Nine Months

Ended September 30,

Current portion of income tax provision:

Total current portion

Deferred portion of income tax benefit (provision):

Deferred portion of income tax provision:

Total deferred portion

5 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Pre-Tax Net Book Income (“NBI”)

7 unchanged sentences

The following table presents the significant components of deferred tax assets and deferred tax liabilities at the dates indicated:

September 30,

Deferred tax liabilities:

10 unchanged sentences

Total net deferred tax liabilities

The loss amount presented as of June 30, 2023 has an indefinite carryover period.

The loss amount presented as of September 30, 2023 has an indefinite carryover period.

All losses are subject to limitations on their utilization.

5 unchanged sentences

We will vigorously defend the Partnership in litigation matters.

There were no accruals for litigation contingencies at June 30, 2023 and December 31, 2022, respectively.

There were no accruals for litigation contingencies at September 30, 2023 and December 31, 2022, respectively.

Contractual Obligations

1 unchanged sentence

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

In total, the principal amount of our consolidated debt obligations were $ 28.9 billion and $ 28.6 billion at June 30, 2023 and December 31, 2022, respectively.

In total, the principal amount of our consolidated debt obligations were $ 29.2 billion and $ 28.6 billion at September 30, 2023 and December 31, 2022, respectively.

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

1 unchanged sentence

There has been no significant change in our operating lease obligations since those disclosed in the 2022 Form 10-K.

The following table presents information regarding operating leases where we are the lessee at June 30, 2023:

The following table presents information regarding operating leases where we are the lessee at September 30, 2023:

Asset Category

3 unchanged sentences

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

At June 30, 2023, lease liabilities of $ 65 million and $ 335 million were included within “ Other current liabilities ” and “ Other long-term liabilities ,” respectively.

At September 30, 2023, lease liabilities of $ 73 million and $ 338 million were included within “ Other current liabilities ” and “ Other long-term 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).

2 unchanged sentences

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Ended September 30,

For the Nine Months

Ended September 30,

Long-term operating leases:

9 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cash payments attributable to operating lease liabilities were $ 21 million and $ 16 million for the three months ended June 30, 2023 and 2022, respectively.

For the six months ended June 30, 2023 and 2022, cash paid for operating lease liabilities was $ 41 million and $ 28 million, respectively.

Operating lease income for the three months ended June 30, 2023 and 2022 was $ 4 million and $ 3 million, respectively.

For the six months ended June 30, 2023 and 2022 , operating lease income was $ 8 million and $ 6 million, respectively.

Cash payments attributable to operating lease liabilities were $ 21 million and $ 19 million for the three months ended September 30, 2023 and 2022, respectively.

For the nine months ended September 30, 2023 and 2022, cash paid for operating lease liabilities was $ 62 million and $ 47 million, respectively.

Operating lease income for each of the three months ended September 30, 2023 and 2022 was $ 4 million.

For the nine months ended September 30, 2023 and 2022 , operating lease income was $ 12 million and $ 10 million, respectively.

Purchase Obligations

We have contractual future product purchase commitments for natural gas, NGLs, crude oil, petrochemicals and refined products representing enforceable and legally binding agreements as of the reporting date.

Our product purchase commitments decreased from $ 17.6 billion at December 31, 2022 to $ 13.8 billion at June 30, 2023 primarily due to a decrease in crude oil and NGL prices between the two reporting dates.

Our consolidated purchase obligations at September 30, 2023 did not differ materially from those reported in our 2022 Form 10-K.

Supplemental Cash Flow Information

The following table provides information regarding the net effect of changes in our operating accounts and cash payments for interest and income taxes for the periods indicated:

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

Decrease (increase) in:

11 unchanged sentences

Cash payments for interest, net of $ 86 and $ 60 capitalized during the

six months ended June 30, 2023 and 2022 , respectively

Cash payments (refunds) for federal and state income taxes

We incurred liabilities for construction in progress that had not been paid at June 30, 2023 and December 31, 2022 of $ 425 million and $ 238 million, respectively.

nine months ended September 30, 2023 and 2022 , respectively

Cash payments for federal and state income taxes

We incurred liabilities for construction in progress that had not been paid at September 30, 2023 and December 31, 2022 of $ 371 million and $ 238 million, respectively.

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

2 unchanged sentences

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