What changed in this filing

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Item 1. Financial Statements

2024-05-09 compared with 2023-11-09 · 184 added, 339 removed, 1031 unchanged (34% 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 $ 49 at September 30, 2023 and $ 54 at December 31, 2022

of $ 35 at March 31, 2024 and December 31, 2023

Accounts receivable – related parties

23 unchanged sentences

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

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

( 50,412 units outstanding at March 31, 2024 and December 31, 2023 )

Partners’ equity:

Common limited partner interests ( 2,171,558,354 units issued and outstanding at

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

March 31, 2024 , 2,168,245,238 units issued and outstanding at December 31, 2023 )

Treasury units, at cost

8 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Third parties

31 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Other comprehensive income (loss):

3 unchanged sentences

Changes in fair value of cash flow hedges

Reclassificatio n of losses ( gains) to ne t income

Reclassificati on of gains to ne t income

Interest rate hedging derivative instruments:

2 unchanged sentences

Total cash flow hedges

Total other comprehens ive income (loss)

Total other comprehens ive loss

Comprehensive income

6 unchanged sentences

(Dollars in millions)

For the Nine Months

Ended September 30,

For the Three Months

Ended March 31,

Operating activities:

7 unchanged sentences

Distributions received from unconsolidated affiliates attributable to earnings

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

Net gains attributable to asset sales and related matters

Deferred income tax expense

2 unchanged sentences

Net effect of changes in operating accounts (see Note 17)

Other operating activities

Net cash flows provided by operating activities

1 unchanged sentence

Capital expenditures

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

12 unchanged sentences

Repurchase of common units under 2019 Buyback Program

Acquisition of noncontrolling interests

Other financing activities

6 unchanged sentences

UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

(Dollars in millions)

3 unchanged sentences

Noncontrolling

For the Three Months Ended September 30, 2023 :

Balance June 30, 2023

Cash distributions paid to common unitholders

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, September 30, 2023

Partners’ Equity

Comprehensive

Income (Loss)

Noncontrolling

For the Nine Months Ended September 30, 2023 :

Balance, December 31, 2023

Cash distributions paid to common unitholders

Cash payments made in connection with

distribution equivalent rights

Cash payments made in connection with distribution equivalent rights

Cash distributions paid to noncontrolling interests

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, September 30, 2023

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 NINE MONTHS ENDED SEPTEMBER 30, 2022

(Dollars in millions)

Partners’ Equity

Comprehensive

Income (Loss)

Noncontrolling

For the Three Months Ended September 30, 2022 :

Balance, June 30, 2022

Cash distributions paid to common unitholders

Cash payments made in connection with

distribution equivalent rights

Cash distributions paid to noncontrolling interests

Repurchase and cancellation of common units under

2019 Buyback Program

Repurchase and cancellation of common units under 2019 Buyback Program

Amortization of fair value of equity-based awards

Acquisition of noncontrolling interests

Cash flow hedges

Balance, September 30, 2022

Balance, March 31, 2024

Partners’ Equity

2 unchanged sentences

Noncontrolling

For the Nine Months Ended September 30, 2022 :

Balance, December 31, 2022

Cash distributions paid to common unitholders

Cash payments made in connection with

distribution equivalent rights

Cash payments made in connection with distribution equivalent rights

Cash distributions paid to noncontrolling interests

Cash contributions from noncontrolling interests

Repurchase and cancellation of common units under

2019 Buyback Program

Repurchase and cancellation of common units under 2019 Buyback Program

Amortization of fair value of equity-based awards

Cash flow hedges

Balance, September 30, 2022

Balance, March 31, 2023

See Notes to Unaudited Condensed Consolidated Financial Statements.

For information regarding Unit History and

For information regarding Unit History,

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

13 unchanged sentences

Bachmann, who is also a director and Vice Chairman of the Board;

Randall Fowler, who is also a director and the Co-Chief Executive Officer and Chief Financial Officer of Enterprise GP.

Randall Fowler, who is also a director and a Co-Chief Executive Officer of Enterprise GP.

Duncan Williams and Messrs.

9 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 September 30, 2023.

EPCO, together with its privately held affiliates, owned approximately 32.3 % of the Partnership’s common units outstanding at March 31, 2024.

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

Our results of operations for the three months ended March 31, 2024 are not necessarily indicative of results expected for the full year of 2024.

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

7 unchanged sentences

Apart from those matters described in this footnote, there have been no updates to our significant accounting policies since those reported under Note 2 of the 2023 Form 10-K.

Allowance for Credit Losses

We estimate our allowance for credit losses at each reporting date using a current expected credit loss model, which requires the measurement of expected credit losses for financial assets (e.g., accounts receivable) based on historical experience with customers, current economic conditions, and reasonable and supportable forecasts.

We may also increase the allowance for credit losses in response to the specific identification of customers involved in bankruptcy proceedings and similar financial difficulties.

The following table presents our allowance for credit losses activity since December 31, 2022:

Allowance for credit losses, December 31, 2022

Charged to costs and expenses

Charged to other accounts

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

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Due to fluctuating commodity prices, we recognize lower of cost or net realizable value adjustments when the carrying value of our available-for-sale inventories exceeds their net realizable value.

1 unchanged sentence

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

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.

Fluctuations in these amounts are primarily due to changes in energy commodity prices and sales volumes associated with our marketing activities.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Property, Plant and Equipment

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 3.0 years.

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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Property, plant and equipment at March 31, 2024 and December 31, 2023 includes $ 108 million and $ 109 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, 2023:

4 unchanged sentences

Accretion expense (4)

ARO liability balance, September 30, 2023

ARO liability balance, March 31, 2024

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 $ 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.

Of the $ 228 million total ARO liability recorded at March 31, 2024 , $ 4 million was reflected as a current liability and $ 224 million as a long-term liability.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Depreciation expense (1)

7 unchanged sentences

We account for these investments using the equity method.

September 30,

NGL Pipelines & Services

2 unchanged sentences

Petrochemical & Refined Products Services

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

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

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

NGL Pipelines & Services

7 unchanged sentences

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

September 30, 2023

March 31, 2024

December 31, 2023

18 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

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:

Commercial Paper Notes, variable-rates

Senior Notes HH, 3.35 % fixed-rate, due March 2023

Senior Notes JJ, 3.90 % fixed-rate, due February 2024

March 2023 $1.5 Billion 364-Day Revolving Credit Agreement, variable-rate, due March 2024 (1)

Senior Notes MM, 3.75 % fixed-rate, due February 2025

March 2024 $1.5 Billion 364-Day Revolving Credit Agreement, variable-rate, due March 2025 (1)

Senior Notes FFF, 5.05 % fixed-rate, due January 2026

Senior Notes PP, 3.70 % fixed-rate, due February 2026

Senior Notes HHH, 4.60 % fixed-rate, due January 2027

Senior Notes SS, 3.95 % fixed-rate, due February 2027

5 unchanged sentences

Senior Notes D, 6.875 % fixed-rate, due March 2033

Senior Notes III, 4.85 % fixed-rate, due January 2034

Senior Notes H, 6.65 % fixed-rate, due October 2034

36 unchanged sentences

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.

Effective July 1, 2023 and in accordance with the Adjustable Interest Rate (LIBOR) Act, 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.

ENTERPRISE PRODUCTS PARTNERS L.P.

3 unchanged sentences

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 nine months ended September 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 three months ended March 31, 2024:

Range of Interest

11 unchanged sentences

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

In July 2017, the Financial Conduct Authority in the U.K.

announced a desire to phase out LIBOR as a benchmark by the end of June 2023.

In December 2022, the Board of Governors of the Federal Reserve System approved a final rule to implement the Adjustable Interest Rate (LIBOR) Act, which established benchmark replacements for certain contracts that reference various tenors of LIBOR and do not provide an alternative rate or would result in a rate that is expressed in terms of the last known value of LIBOR (typically referred to as a “frozen LIBOR” provision).

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 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 CME Term SOFR 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.

We do not expect the transition from LIBOR to have a material financial impact on us.

Scheduled Maturities of Debt

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:

The following table presents the scheduled maturities of principal amounts of EPO’s consolidated debt obligations at March 31, 2024 for the next five years, and in total thereafter:

Scheduled Maturities of Debt

Commercial Paper Notes

Junior Subordinated Notes

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 2024 $1.5 Billion 364-Day Revolving Credit Agreement

In March 2023, EPO entered into a new 364-Day Revolving Credit Agreement (the “March 2023 $1.5 Billion 364-Day Revolving Credit Agreement”) that replaced its September 2022 364-Day Revolving Credit Agreement.

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

In March 2024, EPO entered into a new 364-Day Revolving Credit Agreement (the “March 2024 $1.5 Billion 364-Day Revolving Credit Agreement”) that replaced its prior 364-day revolving credit agreement.

There were no principal amounts outstanding under the prior 364-day revolving credit agreement when it was replaced by the March 2024 $1.5 Billion 364-Day Revolving Credit Agreement.

As of March 31, 2024, there were no principal amounts outstanding under the March 2024 $1.5 Billion 364-Day Revolving Credit Agreement.

Under the terms of the March 2024 $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.

6 unchanged sentences

however, they are guaranteed by the Partnership.

March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement

In March 2023, EPO entered into a new revolving credit agreement that matures in March 2028 (the “March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement”).

The March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement replaced EPO’s prior multi-year revolving credit agreement that was scheduled to mature in September 2026.

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 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.

The March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement matures in March 2028, although the maturity date may be extended at EPO’s request (up to two requests) for a one-year extension of the maturity date by delivering a request prior to the maturity date and with the consent of required lenders as set forth under the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement.

Borrowings under the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions and general company purposes.

The March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement contains customary representations, warranties, covenants (affirmative and negative) and events of default, the occurrence of which would permit the lenders to accelerate the maturity date of any amounts borrowed under this credit agreement.

The March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement also restricts EPO’s ability to pay cash distributions to the Partnership, if an event of default (as defined in the credit agreement) has occurred and is continuing at the time such distribution is scheduled to be paid or would result therefrom.

EPO’s obligations under the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement are not secured by any collateral;

however, they are guaranteed by the Partnership.

ENTERPRISE PRODUCTS PARTNERS L.P.

1 unchanged sentence

Issuance of $2.0 Billion of Senior Notes in January 2024

In January 2023, EPO issued $ 1.75 billion aggregate principal amount of senior notes comprised of (i) $ 750 million principal amount of senior notes due January 2026 (“Senior Notes FFF”) and (ii) $ 1.0 billion principal amount of senior notes due January 2033 (“Senior Notes GGG”).

Net proceeds from this offering were used by EPO for general company purposes, including for growth capital investments, and the repayment of debt (including the repayment of all of our $ 1.25 billion principal amount of 3.35 % Senior Notes HH at their maturity in March 2023 and amounts outstanding under our commercial paper program).

Senior Notes FFF were issued at 99.893 % of their principal amount and have a fixed-rate interest rate of 5.05 % per year.

Senior Notes GGG were issued at 99.803 % of their principal amount and have a fixed-rate interest rate of 5.35 % per year.

In January 2024, EPO issued $ 2.0 billion aggregate principal amount of senior notes comprised of (i) $ 1.0 billion principal amount of senior notes due January 2027 (“Senior Notes HHH”) and (ii) $ 1.0 billion principal amount of senior notes due January 2034 (“Senior Notes III”).

Net proceeds from this offering were used by EPO for general company purposes, including for growth capital investments, and the repayment of debt (including the repayment of all of our $ 850 million principal amount of 3.90 % Senior Notes JJ at their maturity in February 2024 and amounts outstanding under our commercial paper program).

Senior Notes HHH were issued at 99.897 % of their principal amount and have a fixed interest rate of 4.60 % per year.

Senior Notes III were issued at 99.705 % of their principal amount and have a fixed interest rate of 4.85 % per year.

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

Letters of Credit

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

At March 31, 2024, EPO had $ 131 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 September 30, 2023.

We were in compliance with the financial covenants of our consolidated debt agreements at March 31, 2024.

Parent-Subsidiary Guarantor Relationships

10 unchanged sentences

2,171,558,354

Common unit repurchases under 2019 Buyback Program

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

Common units outstanding at June 30, 2023

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 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.

The Partnership did not issue any common units under its ATM program during the three months ended March 31, 2024 .

The Partnership’s capacity to issue additional common units under the ATM program remains at $ 2.5 billion as of March 31, 2024.

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

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.

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 Partnership repurchased 1,386,835 and 682,589 common units under the 2019 Buyback Program through open market purchases during the three months ended March 31, 2024 and 2023, respectively .

The total cost of these repurchases, including commissions and fees, was $ 40 million and $ 17 million, respectively.

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

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

At March 31, 2024, the remaining available capacity under the 2019 Buyback Program was $ 1.0 billion.

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

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.

After taking into account tax withholding requirements, the Partnership issued 4,679,377 new common units to employees in connection with the vesting of phantom unit awards during the three months ended March 31, 2024.

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 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  

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.

During the three months ended March 31, 2024 , agents of the Partnership purchased 1,598,778 common units on the open market and delivered them to participants in the DRIP and EUPP.

Apart from $ 1 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 November 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 May 14, 2024.

Preferred Units

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

There were 50,412 of our Series A Cumulative Convertible Preferred Units (“preferred units”) outstanding at March 31, 2024.

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

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the three months ended March 31, 2024, the Partnership made quarterly cash distributions to its preferred unitholders of $ 1 million.

Accumulated Other Comprehensive Income (Loss)

6 unchanged sentences

Total other comprehensive income (loss) for period

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

Accumulated Other Comprehensive Income (Loss), March 31, 2024

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cash Flow Hedges

4 unchanged sentences

Total other comprehensive income (loss) for period

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:

Accumulated Other Comprehensive Income (Loss), March 31, 2023

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

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Losses (gains) on cash flow hedges:

5 unchanged sentences

For information regarding our interest rate and commodity derivative instruments, see Note 13.

Noncontrolling Interests

On February 16, 2024, we acquired the remaining 20 % equity interest in Whitethorn Pipeline Company LLC (“Whitethorn”) and remaining 25 % equity interest in Enterprise EF78 LLC (“EF78”) from affiliates of Western Midstream Partners, LP (“Western Midstream”) for total cash consideration of $ 375 million.

We funded the cash consideration using cash on hand and proceeds from the issuance of short-term notes under our commercial paper program.

As a result of these transactions, Whitethorn and EF78 are now our wholly owned subsidiaries.

Additionally, on March 27, 2024, we acquired an additional 15 % equity interest in Panola Pipeline Company, LLC (“Panola”) from an affiliate of Western Midstream for $ 25 million in cash consideration.

We funded the cash consideration using cash on hand.

As a result of this transaction, our equity interest in Panola increased to 70 %.

Since we had a controlling interest in each of these entities before and after the acquisitions, the increase in our ownership interest in each entity was accounted for as an equity transaction with no gain or loss recognized.

Cash Distributions

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.

On April 5, 2024, we announced that the Board declared a quarterly cash distribution of $ 0.5150 per common unit, or $ 2.06 per common unit on an annualized basis, to be paid to the Partnership’s common unitholders with respect to the first quarter of 2024.

The quarterly distribution is payable on May 14, 2024 to unitholders of record as of the close of business on April 30, 2024.

The total amount to be paid is $ 1.13 billion, which includes $ 11 million for distribution equivalent rights (“DERs”) on phantom unit awards.

7 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

NGL Pipelines & Services:

32 unchanged sentences

Unbilled Revenue and Deferred Revenue

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

The following table provides information regarding our contract assets and contract liabilities at March 31, 2024:

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 nine months ended September 30, 2023:

The following table presents significant changes in our unbilled revenue and deferred revenue balances for the three months ended March 31, 2024:

Balance at December 31, 2023

3 unchanged sentences

Other changes

Balance at September 30, 2023

Balance at March 31, 2024

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 September 30, 2023.

These amounts represent the revenues we expect to recognize in future periods from these contracts as of March 31, 2024.

Consideration

Three Months Ended December 31, 2023

Nine Months Ended December 31, 2024

One Year Ended December 31, 2025

2 unchanged sentences

One Year Ended December 31, 2028

Thereafter Zero Year

ENTERPRISE PRODUCTS PARTNERS L.P.

14 unchanged sentences

and (vi) marine transportation business .

Our plants, pipelines and other fixed assets are located in the U.S.

Segment Gross Operating Margin

10 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Operating income

3 unchanged sentences

Asset impairment charges in operating costs and expenses

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

Net gains attributable to asset sales and related matters in operating costs

General and administrative costs

Non-refundable payments received from shippers attributable to make-up rights (2)

N on-refundable payments received from shippers attributable to make-up rights (2)

Subsequent recognition of revenues attributable to make-up rights (3)

7 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Gross operating margin by segment:

11 unchanged sentences

Revenues from third parties:

Three months ended September 30, 2023

Three months ended September 30, 2022

Nine months ended September 30, 2023

Nine months ended September 30, 2022

Three months ended March 31, 2024

Three months ended March 31, 2023

Revenues from related parties:

Three months ended September 30, 2023

Three months ended September 30, 2022

Nine months ended September 30, 2023

Nine months ended September 30, 2022

Three months ended March 31, 2024

Three months ended March 31, 2023

Intersegment and intrasegment revenues:

Three months ended September 30, 2023

Three months ended September 30, 2022

Nine months ended September 30, 2023

Nine months ended September 30, 2022

Three months ended March 31, 2024

Three months ended March 31, 2023

Total revenues:

Three months ended September 30, 2023

Three months ended September 30, 2022

Nine months ended September 30, 2023

Nine months ended September 30, 2022

Three months ended March 31, 2024

Three months ended March 31, 2023

Equity in income of unconsolidated affiliates:

Three months ended September 30, 2023

Three months ended September 30, 2022

Nine months ended September 30, 2023

Nine months ended September 30, 2022

Three months ended March 31, 2024

Three months ended March 31, 2023

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 September 30, 2023

At March 31, 2024

At December 31, 2023

Investments in unconsolidated affiliates:

At September 30, 2023

At March 31, 2024

At December 31, 2023

Intangible assets, net:

At September 30, 2023

At March 31, 2024

At December 31, 2023

At September 30, 2023

At March 31, 2024

At December 31, 2023

Segment assets:

At September 30, 2023

At March 31, 2024

At December 31, 2023

4 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Consolidated revenues:

10 unchanged sentences

Asset impairment charges

Ne t losses (gains) attributable to asset sales and related matters

Net gains attributable to asset sales and related matters

General and administrative costs

Total consolidated costs and expenses

Represents the cost of operating our plants, pipelines and other fixed assets excluding:

depreciation, amortization and accretion charges;

Represents the cost of operating our plants, pipelines and other fixed assets excluding depreciation, amortization and accretion charges;

asset impairment charges;

and net losses (gains) attributable to asset sales and related matters.

and net losses (or gains) attributable to asset sales and related matters.

Fluctuations in our product sales revenues and cost of sales amounts are explained in large part by changes in energy commodity prices.

7 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

BASIC EARNINGS PER COMMON UNIT

14 unchanged sentences

Phantom units are considered participating securities for purposes of computing basic earnings per unit.

See Note 12 for information regarding the phantom units.

See Note 12 for information regarding our phantom units.

We use the “if-converted method” to determine the potential dilutive effect of the vesting of phantom unit awards and the conversion of preferred units outstanding.

5 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Equity-classified awards:

11 unchanged sentences

Phantom unit awards at December 31, 2023

Phantom unit awards at September 30, 2023

Phantom unit awards at March 31, 2024

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

The aggregate grant date fair value of phantom unit awards issued during 2023 was $ 230 million based on a grant date market price of the Partnership’s common units ranging from $ 25.80 to $ 26.70 per unit.

The aggregate grant date fair value of phantom unit awards issued during 2024 was $ 233 million based on a grant date market price of the Partnership’s common units of $ 26.25 per unit.

An estimated annual forfeiture rate of 2.0 % was applied to these awards.

4 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

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 $ 225 million at September 30, 2023, of which our share of such cost is currently estimated to be $ 184 million.

For the EPCO group of companies, the unrecognized compensation cost associated with phantom unit awards was $ 349 million at March 31, 2024, of which our share of such cost is currently estimated to be $ 289 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 2.4 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 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.

As of January 1, 2024, EPCO had two limited partnerships (referred to as “Employee Partnerships”) that served 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.

The Class B limited partner interests of these two Employee Partnerships vested on March 26, 2024 when the closing market price of the Partnership’s common units exceeded $ 29.02 per unit.

As a result of these vesting events, we recognized an incremental $ 7 million of non-cash compensation expense in the three months ended March 31, 2024.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Hedging Activities and Fair Value Measurements

2 unchanged sentences

Substantially all of our derivatives are used for non-trading activities.

ENTERPRISE PRODUCTS PARTNERS L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Interest Rate Hedging Activities

5 unchanged sentences

We use treasury lock agreements to hedge our exposure to interest rate changes and to reduce the volatility of financing costs on an expected future debt issuance.

During the fourth quarter of 2022, we entered into a treasury lock transaction to fix the ten-year treasury rate at 3.45 % on a notional amount of $ 750 million.

In January 2023, we entered into an additional treasury lock transaction to fix the three-year treasury rate at 4.165 % on a notional amount of $ 750 million.

The purpose of these transactions was to hedge the underlying interest rate risk associated with debt issuances which occurred in January 2023 (see Note 7).

Both of our treasury lock transactions were designated as cash flow hedges of the interest payments associated with these debt issuances.

In January 2023, we terminated both treasury lock transactions simultaneously with our issuance of the three-year and ten-year notes and received total cash proceeds of $ 21 million.

As cash flow hedges, gains on these derivative instruments are reflected as a component of accumulated other comprehensive income and will be amortized to earnings as a reduction to interest expense over the full term of each issuance.

During the fourth quarter of 2023, we entered into three treasury lock transactions to fix the ten-year treasury rate at a weighted-average rate of approximately 4.48 % on an aggregate notional amount of $ 600 million.

In January 2024, we entered into two additional treasury lock transactions to fix the ten-year treasury rate at 3.97 % on a notional amount of $ 400 million and to fix the three-year treasury rate at 4.11 % on a notional amount of $ 750 million.

The purpose of these transactions was to hedge the underlying interest rate risk associated with debt issuances that occurred in January 2024 (see Note 7).

In January 2024, we terminated all of the treasury lock transactions simultaneously with our issuance of the three-year and ten-year notes and made total cash payments of $ 29 million.

As cash flow hedges, losses on these derivative instruments are reflected as a component of accumulated other comprehensive income and will be amortized to earnings as a component of interest expense over the full term of each issuance.

Commodity Hedging Activities

1 unchanged sentence

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 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 .

At March 31, 2024 , 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 September 30, 2023 (volume measures as noted):

The following table summarizes our portfolio of commodity derivative instruments outstanding at March 31, 2024 (volume measures as noted):

Derivative Purpose

12 unchanged sentences

Natural gas marketing:

Forecasted purchases of natural gas (Bcf)

Cash flow hedge

Forecasted sales of natural gas (Bcf)

Cash flow hedge

Natural gas storage inventory management activities (Bcf)

16 unchanged sentences

Petrochemical marketing:

Forecasted purchases of petrochemical products (MMBbls)

Cash flow hedge

Forecasted sales of petrochemical products (MMBbls)

12 unchanged sentences

Mark-to-market

Petrochemical risk management activities (MMBbls) (3)

Mark-to-market

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, February 2024 and December 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 $ 2 million and $ 12 million at September 30, 2023 and December 31, 2022, respectively.

The carrying amount of our inventories subject to fair value hedges was $ 2 million at March 31, 2024 and December 31, 2023.

ENTERPRISE PRODUCTS PARTNERS L.P.

5 unchanged sentences

Liability Derivatives

September 30, 2023

March 31, 2024

December 31, 2023

September 30, 2023

March 31, 2024

December 31, 2023

25 unchanged sentences

(v) = (iii) + (iv)

As of September 30, 2023:

As of March 31, 2024:

Commodity derivatives

As of December 31, 2023:

Interest rate derivatives

Commodity derivatives

9 unchanged sentences

(v) = (iii) + (iv)

As of September 30, 2023:

As of March 31, 2024:

Commodity derivatives

As of December 31, 2023:

Interest rate derivatives

Commodity derivatives

11 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Commodity derivatives

4 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Commodity derivatives

5 unchanged sentences

Change in Value Recognized in

Other Comprehensive Income (Loss) on Derivative

Other Comprehensive Income (Loss)

on Derivative

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

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 when the forecasted transactions affect earnings.

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) to Income

Accumulated Other

Comprehensive Income (Loss)

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

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 $ 6 million of gains attributable to interest rate derivative instruments from accumulated other comprehensive income to earnings as a decrease in interest expense.

Likewise, we expect to reclassify $ 18 million of net gains attributable to commodity derivative instruments from accumulated other comprehensive income to earnings, with $ 35 million as an increase in revenue and $ 17 million as an increase in operating costs and expenses.

Likewise, we expect to reclassify $ 7 million of net losses attributable to commodity derivative instruments from accumulated other comprehensive income to earnings, with $ 1 million as a decrease in revenue and $ 6 million as an increase in operating costs and expenses.

The following table presents the effect of our derivative instruments not designated as hedging instruments on our Unaudited Condensed Statements of Consolidated Operations for the periods indicated:

4 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Commodity derivatives

1 unchanged sentence

Operating costs and expenses

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.

The $ 12 million net gain recognized for the three months ended March 31, 2024 (as noted in the preceding table) from derivatives not designated as hedging instruments consists of $ 18 million of net realized gains and $ 6 million of net unrealized mark-to-market losses attributable to commodity derivatives.

Fair Value Measurements

8 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At September 30, 2023

At March 31, 2024

Fair Value Measurements Using

18 unchanged sentences

Financial assets:

Interest rate derivatives:

Commodity derivatives:

3 unchanged sentences

Financial liabilities:

Interest rate derivatives:

Commodity derivatives:

2 unchanged sentences

Total commodity derivatives

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 September 30, 2023 using significant unobservable inputs (Level 3) are not material to the Unaudited Condensed Consolidated Financial Statements.

In the aggregate, the fair value of our commodity hedging portfolios at March 31, 2024 was a net derivative liability of $ 52 million prior to the impact of CME Rule 814.

Financial assets and liabilities recorded on the balance sheet at March 31, 2024 using significant unobservable inputs (Level 3) are not material to the Unaudited Condensed Consolidated Financial Statements.

ENTERPRISE PRODUCTS PARTNERS L.P.

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 $ 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.

The estimated total fair value of our fixed-rate debt obligations was $ 27.2 billion and $ 26.7 billion at March 31, 2024 and December 31, 2023, respectively.

The aggregate carrying value of these debt obligations was $ 29.1 billion and $ 28.0 billion at March 31, 2024 and December 31, 2023, 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 September 30,

For the Nine Months

Ended September 30,

Ended March 31,

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:

EPCO and its privately held affiliates

Unconsolidated affiliates

6 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 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:

At March 31, 2024, 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

3 unchanged sentences

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 September 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 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.

During the three months ended March 31, 2024 and 2023, we paid EPCO and its privately held affiliates cash distributions totaling $ 350 million and $ 333 million, respectively.

We have no employees.

3 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

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 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.

For each of the three months ended March 31, 2024 and 2023 , we recognized $ 3 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 nine months ended September 30, 2023 and 2022 .

We did not rely on any uncertain tax positions in recording our income tax-related amounts during the first quarters of 2024 and 2023.

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

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Current portion of income tax provision:

8 unchanged sentences

For the Three Months

Ended September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Pre-Tax Net Book Income (“NBI”)

1 unchanged sentence

State income tax provision, net of federal benefit

Federal income tax provision computed by applying

the federal statutory rate to NBI of corporate entities

Federal income tax provision computed by applying the federal

statutory rate to NBI of corporate entities

Provision for income taxes

2 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:

7 unchanged sentences

Total deferred tax assets

Valuation allowance

Total deferred tax assets, net of valuation allowance

Total net deferred tax liabilities

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

Represents the deferred tax liability balance held by our wholly owned subsidiary, OTA Holdings, Inc.

("OTA"), which we acquired in March 2020.

The loss amount presented as of March 31, 2024 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 September 30, 2023 and December 31, 2022, respectively.

There were no accruals for litigation contingencies at March 31, 2024 and December 31, 2023, 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 $ 29.2 billion and $ 28.6 billion at September 30, 2023 and December 31, 2022, respectively.

In total, the principal amount of our consolidated debt obligations were $ 29.7 billion and $ 29.0 billion at March 31, 2024 and December 31, 2023, 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 2023 Form 10-K.

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

The following table presents information regarding operating leases where we are the lessee at March 31, 2024:

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

At March 31, 2024, lease liabilities of $ 83 million and $ 333 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 September 30,

For the Nine Months

Ended September 30,

Ended March 31,

Long-term operating leases:

4 unchanged sentences

Variable lease expense

Subtotal operating lease expense

Total long-term operating lease expense

Short-term operating leases

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

Cash paid for operating lease liabilities was $ 23 million and $ 20 million for the three months ended March 31, 2024 and 2023, respectively.

Operating lease income for each of the three months ended March 31, 2024 and 2023 was $ 4 million.

Purchase Obligations

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

Our consolidated purchase obligations at March 31, 2024 did not differ materially from those reported in our 2023 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 Nine Months

Ended September 30,

For the Three Months

Ended March 31,

Decrease (increase) in:

11 unchanged sentences

Cash payments for interest, net of $ 25 and $ 32 capitalized during the

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.

three months ended March 31, 2024 and 2023 , respectively

Cash payments (refunds) for federal and state income taxes

We incurred liabilities for construction in progress that had not been paid at March 31, 2024 and December 31, 2023 of $ 498 million and $ 400 million, respectively.

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

Acquisition of Navitas Midstream

In February 2022, we acquired all of the member interests in Navitas Midstream Partners, LLC (“Navitas Midstream”) for $ 3.2 billion in net cash consideration.

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