Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
EN TERPRISE PRODUCTS PARTNERS L.P.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
March 31,
2024
December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents
$
283
$
180
Restricted cash
101
140
Accounts receivable – trade, net of allowance for credit losses
of $ 35 at March 31, 2024 and December 31, 2023
7,592
7,765
Accounts receivable – related parties
6
7
Inventories (see Note 3)
3,257
3,352
Derivative assets (see Note 13)
323
347
Prepaid and other current assets
531
457
Total current assets
12,093
12,248
Property, plant and equipment, net (see Note 4)
46,431
45,804
Investments in unconsolidated affiliates (see Note 5)
2,321
2,330
Intangible assets, net (see Note 6)
3,720
3,770
Goodwill (see Note 6)
5,608
5,608
Other assets
1,200
1,222
Total assets
$
71,373
$
70,982
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of debt (see Note 7)
$
1,149
$
1,300
Accounts payable – trade
1,372
1,195
Accounts payable – related parties
82
199
Accrued product payables
9,297
8,911
Accrued interest
254
455
Derivative liabilities (see Note 13)
332
396
Other current liabilities
544
675
Total current liabilities
13,030
13,131
Long-term debt (see Note 7)
28,285
27,448
Deferred tax liabilities (see Note 15)
620
611
Other long-term liabilities
912
984
Commitments and contingent liabilities (see Note 16)
Redeemable preferred limited partner interests: (see Note 8)
Series A cumulative convertible preferred units (“preferred units”)
( 50,412 units outstanding at March 31, 2024 and December 31, 2023 )
49
49
Equity: (see Note 8)
Partners’ equity:
Common limited partner interests ( 2,171,558,354 units issued and outstanding at
March 31, 2024 , 2,168,245,238 units issued and outstanding at December 31, 2023 )
28,831
28,663
Treasury units, at cost
( 1,297
)
( 1,297
)
Accumulated other comprehensive income
143
307
Total partners’ equity
27,677
27,673
Noncontrolling interests in consolidated subsidiaries
800
1,086
Total equity
28,477
28,759
Total liabilities, preferred units, and equity
$
71,373
$
70,982
See Notes to Unaudited Condensed Consolidated Financial Statements.
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ENTERPRISE PRODUCTS PARTNERS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(Dollars in millions, except per unit amounts)
For the Three Months
Ended March 31,
2024
2023
Revenues:
Third parties
$
14,745
$
12,431
Related parties
15
13
Total revenues (see Note 9)
14,760
12,444
Costs and expenses:
Operating costs and expenses:
Third party and other costs
12,591
10,432
Related parties
383
325
Total operating costs and expenses
12,974
10,757
General and administrative costs:
Third party and other costs
22
23
Related parties
44
34
Total general and administrative costs
66
57
Total costs and expenses (see Note 10)
13,040
10,814
Equity in income of unconsolidated affiliates
102
104
Operating income
1,822
1,734
Other income (expense):
Interest expense
( 331
)
( 314
)
Interest income
13
12
Total other expense, net
( 318
)
( 302
)
Income before income taxes
1,504
1,432
Provision for income taxes (see Note 15)
( 21
)
( 10
)
Net income
1,483
1,422
Net income attributable to noncontrolling interests
( 26
)
( 31
)
Net income attributable to preferred units
( 1
)
( 1
)
Net income attributable to common unitholders
$
1,456
$
1,390
Earnings per unit: (see Note 11)
Basic and diluted earnings per common unit
$
0.66
$
0.63
See Notes to Unaudited Condensed Consolidated Financial Statements.
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ENTERPRISE PRODUCTS PARTNERS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED
COMPREHENSIVE INCOME
(Dollars in millions)
For the Three Months
Ended March 31,
2024
2023
Net income
$
1,483
$
1,422
Other comprehensive income (loss):
Cash flow hedges: (see Note 13)
Commodity hedging derivative instruments:
Changes in fair value of cash flow hedges
( 162
)
( 89
)
Reclassificati on of gains to ne t income
( 2
)
( 32
)
Interest rate hedging derivative instruments:
Changes in fair value of cash flow hedges
2
( 5
)
Reclassification of losses (gains) to net income
( 2
)
2
Total cash flow hedges
( 164
)
( 124
)
Total other comprehens ive loss
( 164
)
( 124
)
Comprehensive income
1,319
1,298
Comprehensive income attributable to noncontrolling interests
( 26
)
( 31
)
Comprehensive income attributable to preferred units
( 1
)
( 1
)
Comprehensive income attributable to common unitholders
$
1,292
$
1,266
See Notes to Unaudited Condensed Consolidated Financial Statements.
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ENTERPRISE PRODUCT S PARTNERS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Dollars in millions)
For the Three Months
Ended March 31,
2024
2023
Operating activities:
Net income
$
1,483
$
1,422
Reconciliation of net income to net cash flows provided by operating activities:
Depreciation and accretion
488
454
Amortization of intangible assets
50
46
Amortization of major maintenance costs for reaction-based plants
13
14
Other amortization expense
65
53
Impairment of assets other than goodwill
20
13
Equity in income of unconsolidated affiliates
( 102
)
( 104
)
Distributions received from unconsolidated affiliates attributable to earnings
97
104
Net gains attributable to asset sales and related matters
–
( 2
)
Deferred income tax expense
9
3
Change in fair market value of derivative instruments
4
3
Non-cash expense related to long-term operating leases (see Note 16)
20
16
Net effect of changes in operating accounts (see Note 17)
( 36
)
( 439
)
Net cash flows provided by operating activities
2,111
1,583
Investing activities:
Capital expenditures
( 1,047
)
( 653
)
Distributions received from unconsolidated affiliates attributable to the return of capital
15
15
Proceeds from asset sales and other matters
2
2
Other investing activities
( 8
)
( 1
)
Cash used in investing activities
( 1,038
)
( 637
)
Financing activities:
Borrowings under debt agreements
14,328
8,321
Repayments of debt
( 13,632
)
( 8,018
)
Debt issuance costs
( 18
)
( 17
)
Monetization of interest rate derivative instruments
( 29
)
21
Cash distributions paid to common unitholders (see Note 8)
( 1,117
)
( 1,064
)
Cash payments made in connection with distribution equivalent rights
( 10
)
( 9
)
Cash distributions paid to noncontrolling interests
( 38
)
( 42
)
Cash contributions from noncontrolling interests
8
4
Repurchase of common units under 2019 Buyback Program
( 40
)
( 17
)
Acquisition of noncontrolling interests
( 400
)
–
Other financing activities
( 61
)
( 55
)
Cas h used in financing ac tivities
( 1,009
)
( 876
)
Net change in cash and cash equivalents, including restricted cash
64
70
Cash and cash equivalents, including restricted cash, at beginning of period
320
206
Cash and cash equivalents, including restricted cash, at end of period
$
384
$
276
See Notes to Unaudited Condensed Consolidated Financial Statements.
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ENTERPRISE PRODUCTS PARTNERS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED EQUITY
(Dollars in millions)
Partners’ Equity
Common
Limited
Partner
Interests
Treasury
Units
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests in
Consolidated
Subsidiaries
Total
Balance, December 31, 2023
$
28,663
$
( 1,297
)
$
307
$
1,086
$
28,759
Net income
1,456
–
–
26
1,482
Cash distributions paid to common unitholders
( 1,117
)
–
–
–
( 1,117
)
Cash payments made in connection with distribution equivalent rights
( 10
)
–
–
–
( 10
)
Cash distributions paid to noncontrolling interests
–
–
–
( 38
)
( 38
)
Cash contributions from noncontrolling interests
–
–
–
8
8
Repurchase and cancellation of common units under 2019 Buyback Program
( 40
)
–
–
–
( 40
)
Amortization of fair value of equity-based awards
56
–
–
–
56
Acquisition of noncontrolling interests
( 118
)
–
–
( 282
)
( 400
)
Cash flow hedges
–
–
( 164
)
–
( 164
)
Other, net
( 59
)
–
–
–
( 59
)
Balance, March 31, 2024
$
28,831
$
( 1,297
)
$
143
$
800
$
28,477
Partners’ Equity
Common
Limited
Partner
Interests
Treasury
Units
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests in
Consolidated
Subsidiaries
Total
Balance, December 31, 2022
$
27,555
$
( 1,297
)
$
365
$
1,079
$
27,702
Net income
1,390
–
–
31
1,421
Cash distributions paid to common unitholders
( 1,064
)
–
–
–
( 1,064
)
Cash payments made in connection with distribution equivalent rights
( 9
)
–
–
–
( 9
)
Cash distributions paid to noncontrolling interests
–
–
–
( 42
)
( 42
)
Cash contributions from noncontrolling interests
–
–
–
4
4
Repurchase and cancellation of common units under 2019 Buyback Program
( 17
)
–
–
–
( 17
)
Amortization of fair value of equity-based awards
41
–
–
–
41
Cash flow hedges
–
–
( 124
)
–
( 124
)
Other, net
( 53
)
–
–
–
( 53
)
Balance, March 31, 2023
$
27,843
$
( 1,297
)
$
241
$
1,072
$
27,859
See Notes to Unaudited Condensed Consolidated Financial Statements. For information regarding Unit History,
Accumulated Other Comprehensive Income (Loss), see Note 8.
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
KEY REFERENCES USED IN THESE
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unless the context requires otherwise, references to “we,” “us” or “our” within these Notes to Unaudited Condensed Consolidated Financial Statements are intended to mean the business and operations of Enterprise Products Partners L.P. and its consolidated subsidiaries.
References to the “Partnership” or “Enterprise” mean Enterprise Products Partners L.P. on a standalone basis.
References to “EPO” mean Enterprise Products Operating LLC, which is an indirect wholly owned subsidiary of the Partnership, and its consolidated subsidiaries, through which the Partnership conducts its business. We are managed by our general partner, Enterprise Products Holdings LLC (“Enterprise GP”), which is a wholly owned subsidiary of Dan Duncan LLC, a privately held Texas limited liability company.
The membership interests of Dan Duncan LLC are owned by a voting trust, the current trustees (“DD LLC Trustees”) of which are: (i) Randa Duncan Williams, who is also a director and Chairman of the Board of Directors of Enterprise GP (the “Board”); (ii) Richard H. Bachmann, who is also a director and Vice Chairman of the Board; and (iii) W. Randall Fowler, who is also a director and a Co-Chief Executive Officer of Enterprise GP. Ms. Duncan Williams and Messrs. Bachmann and Fowler also currently serve as managers of Dan Duncan LLC.
References to “EPCO” mean Enterprise Products Company, a privately held Texas corporation, and its privately held affiliates. The outstanding voting capital stock of EPCO is owned by a voting trust, the current trustees (“EPCO Trustees”) of which are: (i) Ms. Duncan Williams, who serves as Chairman of EPCO; (ii) Mr. Bachmann, who serves as the President and Chief Executive Officer of EPCO; and (iii) Mr. Fowler, who serves as an Executive Vice President and the Chief Financial Officer of EPCO. Ms. Duncan Williams and Messrs. Bachmann and Fowler also currently serve as directors of EPCO.
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 March 31, 2024.
With the exception of per unit amounts, or as noted within the context of each disclosure,
the dollar amounts presented in the tabular data within these disclosures are
stated in millions of dollars.
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Partnership Organization and Operations
We are a publicly traded Delaware limited partnership, the common units of which are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “EPD.” Our preferred units are not publicly traded. We were formed in April 1998 to own and operate certain natural gas liquids (“NGLs”) related businesses of EPCO and are a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs, crude oil, petrochemicals and refined products. We are owned by our limited partners (preferred and common unitholders) from an economic perspective. Enterprise GP, which owns a non-economic general partner interest in us, manages our Partnership. We conduct substantially all of our business operations through EPO and its consolidated subsidiaries.
Our fully integrated, midstream energy asset network (or “value chain”) links producers of natural gas, NGLs and crude oil from some of the largest supply basins in the United States (“U.S.”), Canada and the Gulf of Mexico with domestic consumers and international markets. Our midstream energy operations include:
•
natural gas gathering, treating, processing, transportation and storage;
•
NGL transportation, fractionation, storage, and marine terminals (including those used to export liquefied petroleum gases (“LPG”) and ethane);
•
crude oil gathering, transportation, storage, and marine terminals;
•
propylene production facilities (including propane dehydrogenation (“PDH”) facilities), butane isomerization, octane enhancement, isobutane dehydrogenation (“iBDH”) and high purity isobutylene (“HPIB”) production facilities;
•
petrochemical and refined products transportation, storage, and marine terminals (including those used to export ethylene and polymer grade propylene (“PGP”)); and
•
a marine transportation business that operates on key U.S. inland and intracoastal waterway systems.
Like many publicly traded partnerships, we have no employees. All of our management, administrative and operating functions are performed by employees of EPCO pursuant to an administrative services agreement (the “ASA”) or by other service providers. See Note 14 for information regarding related party matters.
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. Although we believe the disclosures in these financial statements are adequate and make the information presented not misleading, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
These Unaudited Condensed Consolidated Financial Statements and Notes thereto should be read in conjunction with the Audited Consolidated Financial Statements and Notes thereto included in our annual report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) filed with the SEC on February 28, 2024.
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2. Summary of Significant Accounting Policies
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.
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.
March 31,
2024
December 31,
2023
Cash and cash equivalents
$
283
$
180
Restricted cash
101
140
Total cash, cash equivalents and restricted cash shown in the
Unaudited Condensed Statements of Consolidated Cash Flows
$
384
$
320
Restricted cash primarily represents amounts held in segregated bank accounts by our clearing brokers as margin in support of our commodity derivative instruments portfolio and related physical purchases and sales of natural gas, NGLs, crude oil, refined products and power. Additional cash may be restricted to maintain our commodity derivative instruments portfolio as prices fluctuate or margin requirements change. See Note 13 for information regarding our derivative instruments and hedging activities.
Note 3. Inventories
Our inventory amounts by product type were as follows at the dates indicated:
March 31,
2024
December 31,
2023
NGLs
$
2,157
$
2,392
Petrochemicals and refined products
345
536
Crude oil
752
419
Natural gas
3
5
Total
$
3,257
$
3,352
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. The following table presents our total cost of sales amounts and lower of cost or net realizable value adjustments for the periods indicated:
For the Three Months
Ended March 31,
2024
2023
Cost of sales (1)
$
11,405
$
9,331
Lower of cost or net realizable value adjustments recognized in cost of sales
1
7
(1)
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.
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 4. Property, Plant and Equipment
The historical costs of our property, plant and equipment and related balances were as follows at the dates indicated:
Estimated
Useful Life
in Years
March 31,
2024
December 31,
2023
Plants, pipelines and facilities (1)(5)
3 - 45
$
58,900
$
57,983
Underground and other storage facilities (2)(6)
5 - 40
4,532
4,401
Transportation equipment (3)
3 - 10
250
242
Marine vessels (4)
15 - 30
932
935
Land
412
411
Construction in progress
2,228
2,245
Subtotal
67,254
66,217
Less accumulated depreciation
20,931
20,462
Subtotal property, plant and equipment, net
46,323
45,755
Capitalized major maintenance costs for reaction-based
plants, net of accumulated amortization (7)
108
49
Property, plant and equipment, net
$
46,431
$
45,804
(1)
Plants, pipelines and facilities include distillation-based and reaction-based plants; NGL, natural gas, crude oil and petrochemical and refined products pipelines; terminal loading and unloading facilities; buildings; office furniture and equipment; laboratory and shop equipment and related assets.
(2)
Underground and other storage facilities include underground product storage caverns; above ground storage tanks; water wells and related assets.
(3)
Transportation equipment includes tractor-trailer tank trucks and other vehicles and similar assets used in our operations.
(4)
Marine vessels include tow boats, barges and related equipment used in our marine transportation business.
(5)
In general, the estimated useful lives of major assets within this category are: distillation-based and reaction-based plants, 20 - 35 years; pipelines and related equipment, 5 - 45 years; terminal facilities, 10 - 35 years; buildings, 20 - 40 years; office furniture and equipment, 3 - 20 years; and laboratory and shop equipment, 5 - 35 years.
(6)
In general, the estimated useful lives of assets within this category are: underground storage facilities, 5 - 35 years; storage tanks, 10 - 40 years; and water wells, 5 - 35 years.
(7)
For reaction-based plants, we use the deferral method when accounting for major maintenance activities. Under the deferral method, major maintenance costs are capitalized and amortized over the period until the next major overhaul project. On a weighted-average basis, the expected remaining amortization period for these costs is 3.0 years.
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:
ARO liability balance, December 31, 2023
$
225
Liabilities incurred (1)
–
Revisions in estimated cash flows (2)
–
Liabilities settled (3)
–
Accretion expense (4)
3
ARO liability balance, March 31, 2024
$
228
(1)
Represents the initial recognition of estimated ARO liabilities during period.
(2)
Represents subsequent adjustments to estimated ARO liabilities during period.
(3)
Represents cash payments to settle ARO liabilities during period.
(4)
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 $ 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.
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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 March 31,
2024
2023
Depreciation expense (1)
$
485
$
450
Capitalized interest (2)
25
32
(1)
Depreciation expense is a component of “Costs and expenses” as presented on our Unaudited Condensed Statements of Consolidated Operations.
(2)
We capitalize interest costs incurred on funds used to construct property, plant and equipment while the asset is in its construction phase. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life as a component of depreciation expense. When capitalized interest is recorded, it reduces interest expense from what it would be otherwise.
Note 5. Investments in Unconsolidated Affiliates
The following table presents our investments in unconsolidated affiliates by business segment at the dates indicated. We account for these investments using the equity method.
March 31,
2024
December 31,
2023
NGL Pipelines & Services
$
610
$
612
Crude Oil Pipelines & Services
1,674
1,681
Natural Gas Pipelines & Services
34
33
Petrochemical & Refined Products Services
3
4
Total
$
2,321
$
2,330
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 March 31,
2024
2023
NGL Pipelines & Services
$
31
$
39
Crude Oil Pipelines & Services
69
64
Natural Gas Pipelines & Services
2
1
Petrochemical & Refined Products Services
–
–
Total
$
102
$
104
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 6. Intangible Assets and Goodwill
Identifiable Intangible Assets
The following table summarizes our intangible assets by business segment at the dates indicated:
March 31, 2024
December 31, 2023
Gross
Value
Accumulated
Amortization
Carrying
Value
Gross
Value
Accumulated
Amortization
Carrying
Value
NGL Pipelines & Services:
Customer relationship intangibles
$
449
$
( 267
)
$
182
$
449
$
( 263
)
$
186
Contract-based intangibles
752
( 116
)
636
752
( 110
)
642
Segment total
1,201
( 383
)
818
1,201
( 373
)
828
Crude Oil Pipelines & Services:
Customer relationship intangibles
2,195
( 555
)
1,640
2,195
( 530
)
1,665
Contract-based intangibles
283
( 275
)
8
283
( 275
)
8
Segment total
2,478
( 830
)
1,648
2,478
( 805
)
1,673
Natural Gas Pipelines & Services:
Customer relationship intangibles
1,351
( 634
)
717
1,351
( 625
)
726
Contract-based intangibles
641
( 213
)
428
641
( 209
)
432
Segment total
1,992
( 847
)
1,145
1,992
( 834
)
1,158
Petrochemical & Refined Products Services:
Customer relationship intangibles
181
( 87
)
94
181
( 86
)
95
Contract-based intangibles
45
( 30
)
15
45
( 29
)
16
Segment total
226
( 117
)
109
226
( 115
)
111
Total intangible assets
$
5,897
$
( 2,177
)
$
3,720
$
5,897
$
( 2,127
)
$
3,770
The following table presents the amortization expense of our intangible assets by business segment for the periods indicated:
For the Three Months
Ended March 31,
2024
2023
NGL Pipelines & Services
$
10
$
9
Crude Oil Pipelines & Services
25
23
Natural Gas Pipelines & Services
13
12
Petrochemical & Refined Products Services
2
2
Total
$
50
$
46
The following table presents our forecast of amortization expense associated with existing intangible assets for the periods indicated:
Remainder
of 2024
2025
2026
2027
2028
$
160
$
208
$
203
$
185
$
180
Goodwill
Goodwill represents the excess of the purchase price of an acquired business over the amounts assigned to assets acquired and liabilities assumed in the transaction. There has been no change in our goodwill amounts since those reported in our 2023 Form 10-K.
12
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 7. Debt Obligations
The following table presents our consolidated debt obligations (arranged by company and maturity date) at the dates indicated:
March 31,
2024
December 31,
2023
EPO senior debt obligations:
Commercial Paper Notes, variable-rates
$
–
$
450
Senior Notes JJ, 3.90 % fixed-rate, due February 2024
–
850
Senior Notes MM, 3.75 % fixed-rate, due February 2025
1,150
1,150
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
750
750
Senior Notes PP, 3.70 % fixed-rate, due February 2026
875
875
Senior Notes HHH, 4.60 % fixed-rate, due January 2027
1,000
–
Senior Notes SS, 3.95 % fixed-rate, due February 2027
575
575
March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement, variable-rate, due March 2028 (2)
–
–
Senior Notes WW, 4.15 % fixed-rate, due October 2028
1,000
1,000
Senior Notes YY, 3.125 % fixed-rate, due July 2029
1,250
1,250
Senior Notes AAA, 2.80 % fixed-rate, due January 2030
1,250
1,250
Senior Notes GGG, 5.35 % fixed-rate, due January 2033
1,000
1,000
Senior Notes D, 6.875 % fixed-rate, due March 2033
500
500
Senior Notes III, 4.85 % fixed-rate, due January 2034
1,000
–
Senior Notes H, 6.65 % fixed-rate, due October 2034
350
350
Senior Notes J, 5.75 % fixed-rate, due March 2035
250
250
Senior Notes W, 7.55 % fixed-rate, due April 2038
400
400
Senior Notes R, 6.125 % fixed-rate, due October 2039
600
600
Senior Notes Z, 6.45 % fixed-rate, due September 2040
600
600
Senior Notes BB, 5.95 % fixed-rate, due February 2041
750
750
Senior Notes DD, 5.70 % fixed-rate, due February 2042
600
600
Senior Notes EE, 4.85 % fixed-rate, due August 2042
750
750
Senior Notes GG, 4.45 % fixed-rate, due February 2043
1,100
1,100
Senior Notes II, 4.85 % fixed-rate, due March 2044
1,400
1,400
Senior Notes KK, 5.10 % fixed-rate, due February 2045
1,150
1,150
Senior Notes QQ, 4.90 % fixed-rate, due May 2046
975
975
Senior Notes UU, 4.25 % fixed-rate, due February 2048
1,250
1,250
Senior Notes XX, 4.80 % fixed-rate, due February 2049
1,250
1,250
Senior Notes ZZ, 4.20 % fixed-rate, due January 2050
1,250
1,250
Senior Notes BBB, 3.70 % fixed-rate, due January 2051
1,000
1,000
Senior Notes DDD, 3.20 % fixed-rate, due February 2052
1,000
1,000
Senior Notes EEE, 3.30 % fixed-rate, due February 2053
1,000
1,000
Senior Notes NN, 4.95 % fixed-rate, due October 2054
400
400
Senior Notes CCC, 3.95 % fixed-rate, due January 2060
1,000
1,000
Total principal amount of senior debt obligations
27,425
26,725
EPO Junior Subordinated Notes C, variable-rate, due June 2067 (3)(7)
232
232
EPO Junior Subordinated Notes D, variable-rate, due August 2077 (4)(7)
350
350
EPO Junior Subordinated Notes E, fixed/variable-rate, due August 2077 (5)(7)
1,000
1,000
EPO Junior Subordinated Notes F, fixed/variable-rate, due February 2078 (6)(7)
700
700
TEPPCO Junior Subordinated Notes, variable-rate, due June 2067 (3)(7)
14
14
Total principal amount of senior and junior debt obligations
29,721
29,021
Other, non-principal amounts
( 287
)
( 273
)
Less current maturities of debt
( 1,149
)
( 1,300
)
Total long-term debt
$
28,285
$
27,448
(1)
Under the terms of the 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).
(2)
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).
(3)
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 %.
(4)
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 %.
(5)
Fixed rate of 5.250 % through August 15, 2027; 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 %.
(6)
Fixed rate of 5.375 % through February 14, 2028; 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 %.
(7)
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.
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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 three months ended March 31, 2024:
Range of Interest
Rates Paid
Weighted-Average
Interest Rate Paid
Commercial Paper Notes
5.45 % to 5.50 %
5.45 %
EPO Junior Subordinated Notes C and TEPPCO Junior Subordinated Notes
8.38 % to 8.42 %
8.40 %
EPO Junior Subordinated Notes D
8.57 % to 8.64 %
8.61 %
Amounts borrowed under EPO’s March 2024 $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) 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. The applicable spreads are determined based on EPO's debt ratings.
Scheduled Maturities of Debt
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
Total
Remainder
of 2024
2025
2026
2027
2028
Thereafter
Senior Notes
$
27,425
$
–
$
1,150
$
1,625
$
1,575
$
1,000
$
22,075
Junior Subordinated Notes
2,296
–
–
–
–
–
2,296
Total
$
29,721
$
–
$
1,150
$
1,625
$
1,575
$
1,000
$
24,371
March 2024 $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. The March 2024 $1.5 Billion 364-Day Revolving Credit Agreement matures in March 2025. To the extent that principal amounts are outstanding at the maturity date, EPO may elect to have the entire principal balance then outstanding continued as non-revolving term loans for a period of one additional year, payable in March 2026. Borrowings under the March 2024 $1.5 Billion 364-Day Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions and general company purposes.
The March 2024 $1.5 Billion 364-Day 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 2024 $1.5 Billion 364-Day 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 2024 $1.5 Billion 364-Day Revolving Credit Agreement are not secured by any collateral; however, they are guaranteed by the Partnership.
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Issuance of $2.0 Billion of Senior Notes in January 2024
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 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 March 31, 2024.
Parent-Subsidiary Guarantor Relationships
The Partnership acts as guarantor of the consolidated debt obligations of EPO, with the exception of the remaining debt obligations of TEPPCO. If EPO were to default on any of its guaranteed debt, the Partnership would be responsible for full and unconditional repayment of such obligations.
Note 8. Capital Accounts
Common Limited Partner Interests
The following table summarizes changes in the number of our common units outstanding since December 31, 2023:
Common units outstanding at December 31, 2023
2,168,245,238
Common unit repurchases under 2019 Buyback Program
( 1,386,835
)
Common units issued in connection with the vesting of phantom unit awards, net
4,679,377
Other
20,574
Common units outstanding at March 31, 2024
2,171,558,354
Registration Statements
We have a universal shelf registration statement on file with the SEC which allows the Partnership and EPO (each on a standalone basis) to issue an unlimited amount of equity and debt securities, respectively.
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 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.
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Common Unit Repurchases Under 2019 Buyback Program
In January 2019, we announced that the Board had approved a $ 2.0 billion multi-year unit buyback program (the “2019 Buyback Program”), which provides the Partnership with an additional method to return capital to investors. The 2019 Buyback Program authorizes the Partnership to repurchase its common units from time to time, including through open market purchases and negotiated transactions. No time limit has been set for completion of the program, and it may be suspended or discontinued at any time.
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 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 4,679,377 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.
Common Units Delivered Under DRIP and EUPP
The Partnership has registration statements on file with the SEC in connection with its distribution reinvestment plan (“DRIP”) and employee unit purchase plan (“EUPP”). In July 2019, the Partnership announced that, beginning with the quarterly distribution payment paid in August 2019, it would use common units purchased on the open market, rather than issuing new common units, to satisfy its delivery obligations under the DRIP and EUPP. This election is subject to change in future quarters depending on the Partnership’s need for equity capital.
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 May 14, 2024.
Preferred Units
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 three months ended March 31, 2024, the Partnership made quarterly cash distributions to its preferred unitholders of $ 1 million.
Accumulated Other Comprehensive Income (Loss)
The following tables present the components of accumulated other comprehensive income (loss) as reported on our Unaudited Condensed Consolidated Balance Sheets at the dates indicated:
Cash Flow Hedges
Commodity
Derivative
Instruments
Interest Rate
Derivative
Instruments
Other
Total
Accumulated Other Comprehensive Income (Loss), December 31, 2023
$
154
$
151
$
2
$
307
Other comprehensive income (loss) for period, before reclassifications
( 162
)
2
–
( 160
)
Reclassification of losses (gains) to net income during period
( 2
)
( 2
)
–
( 4
)
Total other comprehensive income (loss) for period
( 164
)
–
–
( 164
)
Accumulated Other Comprehensive Income (Loss), March 31, 2024
$
( 10
)
$
151
$
2
$
143
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Cash Flow Hedges
Commodity
Derivative
Instruments
Interest Rate
Derivative
Instruments
Other
Total
Accumulated Other Comprehensive Income (Loss), December 31, 2022
$
171
$
192
$
2
$
365
Other comprehensive income (loss) for period, before reclassifications
( 89
)
( 5
)
–
( 94
)
Reclassification of losses (gains) to net income during period
( 32
)
2
–
( 30
)
Total other comprehensive income (loss) for period
( 121
)
( 3
)
–
( 124
)
Accumulated Other Comprehensive Income (Loss), March 31, 2023
$
50
$
189
$
2
$
241
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 March 31,
Losses (gains) on cash flow hedges:
Location
2024
2023
Interest rate derivatives
Interest expense
$
( 2
)
$
2
Commodity derivatives
Revenue
( 19
)
( 24
)
Commodity derivatives
Operating costs and expenses
17
( 8
)
Total
$
( 4
)
$
( 30
)
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 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.
The payment of quarterly cash distributions is subject to management’s evaluation of our financial condition, results of operations and cash flows in connection with such payments and Board approval. Management will evaluate any future increases in cash distributions on a quarterly basis.
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9. Revenues
We classify our revenues into sales of products and midstream services. Product sales relate primarily to our various marketing activities whereas midstream services represent our other integrated businesses (i.e., gathering, processing, transportation, fractionation, storage and terminaling). The following table presents our revenues by business segment, and further by revenue type, for the periods indicated:
For the Three Months
Ended March 31,
2024
2023
NGL Pipelines & Services:
Sales of NGLs and related products
$
4,400
$
4,264
Segment midstream services:
Natural gas processing and fractionation
358
300
Transportation
279
266
Storage and terminals
103
99
Total segment midstream services
740
665
Total NGL Pipelines & Services
5,140
4,929
Crude Oil Pipelines & Services:
Sales of crude oil
5,122
3,926
Segment midstream services:
Transportation
193
155
Storage and terminals
100
100
Total segment midstream services
293
255
Total Crude Oil Pipelines & Services
5,415
4,181
Natural Gas Pipelines & Services:
Sales of natural gas
503
846
Segment midstream services:
Transportation
351
369
Total segment midstream services
351
369
Total Natural Gas Pipelines & Services
854
1,215
Petrochemical & Refined Products Services:
Sales of petrochemicals and refined products
2,965
1,814
Segment midstream services:
Fractionation and isomerization
126
63
Transportation, including marine logistics
178
160
Storage and terminals
82
82
Total segment midstream services
386
305
Total Petrochemical & Refined Products Services
3,351
2,119
Total consolidated revenues
$
14,760
$
12,444
Substantially all of our revenues are derived from contracts with customers as defined within Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers .
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unbilled Revenue and Deferred Revenue
The following table provides information regarding our contract assets and contract liabilities at March 31, 2024:
Contract Asset
Location
Balance
Unbilled revenue (current amount)
Prepaid and other current assets
$
8
Total
$
8
Contract Liability
Location
Balance
Deferred revenue (current amount)
Other current liabilities
$
156
Deferred revenue (noncurrent)
Other long-term liabilities
294
Total
$
450
The following table presents significant changes in our unbilled revenue and deferred revenue balances for the three months ended March 31, 2024:
Unbilled
Revenue
Deferred
Revenue
Balance at December 31, 2023
$
11
$
519
Amount included in opening balance transferred to other accounts during period (1)
( 10
)
( 163
)
Amount recorded during period (2)
24
213
Amounts recorded during period transferred to other accounts (1)
( 16
)
( 115
)
Other changes
( 1
)
( 4
)
Balance at March 31, 2024
$
8
$
450
(1)
Unbilled revenues are transferred to accounts receivable once we have an unconditional right to consideration from the customer. Deferred revenues are recognized as revenue upon satisfaction of our performance obligation to the customer.
(2)
Unbilled revenue represents revenue that has been recognized upon satisfaction of a performance obligation, but cannot be contractually invoiced (or billed) to the customer at the balance sheet date until a future period. Deferred revenue is recorded when payment is received from a customer prior to our satisfaction of the associated performance obligation.
Remaining Performance Obligations
The following table presents estimated fixed future consideration from revenue contracts that contain minimum volume commitments, deficiency and similar fees and the term of the contracts exceeds one year. These amounts represent the revenues we expect to recognize in future periods from these contracts as of March 31, 2024.
Period
Fixed
Consideration
Nine Months Ended December 31, 2024
$
2,991
One Year Ended December 31, 2025
3,544
One Year Ended December 31, 2026
3,271
One Year Ended December 31, 2027
2,953
One Year Ended December 31, 2028
2,559
Thereafter Zero Year
9,957
Total
$
25,275
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10. Business Segments and Related Information
Our operations are reported under four business segments: (i) NGL Pipelines & Services, (ii) Crude Oil Pipelines & Services, (iii) Natural Gas Pipelines & Services and (iv) Petrochemical & Refined Products Services. Our business segments are generally organized and managed according to the types of services rendered (or technologies employed) and products produced and/or sold.
Financial information regarding these segments is evaluated regularly by our co-chief operating decision makers in deciding how to allocate resources and in assessing our operating and financial performance. The co-principal executive officers of our general partner have been identified as our co-chief operating decision makers. While these two officers evaluate results in a number of different ways, the business segment structure is the primary basis for which the allocation of resources and financial results are assessed.
The following information summarizes the assets and operations of each business segment:
•
Our NGL Pipelines & Services business segment includes our natural gas processing and related NGL marketing activities, NGL pipelines, NGL fractionation facilities, NGL and related product storage facilities, and NGL marine terminals .
•
Our Crude Oil Pipelines & Services business segment includes our crude oil pipelines, crude oil storage and marine terminals, and related crude oil marketing activities.
•
Our Natural Gas Pipelines & Services business segment includes our natural gas pipeline systems that provide for the gathering, treating and transportation of natural gas. This segment also includes our natural gas marketing activities.
•
Our Petrochemical & Refined Products Services business segment includes our (i) propylene production facilities, which include propylene fractionation units and PDH facilities, and related pipelines and marketing activities, (ii) butane isomerization complex and related deisobutanizer operations, (iii) octane enhancement, iBDH and HPIB production facilities, (iv) refined products pipelines, terminals and related marketing activities, (v) ethylene export terminal and related operations; and (vi) marine transportation business .
Our plants, pipelines and other fixed assets are located in the U.S.
Segment Gross Operating Margin
We evaluate segment performance based on our financial measure of gross operating margin. Gross operating margin is an important performance measure of the core profitability of our operations and forms the basis of our internal financial reporting. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating segment results. Gross operating margin is exclusive of other income and expense transactions, income taxes, the cumulative effect of changes in accounting principles and extraordinary charges. Gross operating margin is presented on a 100% basis before any allocation of earnings to noncontrolling interests. Our calculation of gross operating margin may or may not be comparable to similarly titled measures used by other companies.
20
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table presents our measurement of total segment gross operating margin for the periods presented. The GAAP financial measure most directly comparable to total segment gross operating margin is operating income.
For the Three Months
Ended March 31,
2024
2023
Operating income
$
1,822
$
1,734
Adjustments to reconcile operating income to total segment gross operating margin
(addition or subtraction indicated by sign):
Depreciation, amortization and accretion expense in operating costs and expenses (1)
582
533
Asset impairment charges in operating costs and expenses
20
13
Net gains attributable to asset sales and related matters in operating costs
and expenses
–
( 2
)
General and administrative costs
66
57
N on-refundable payments received from shippers attributable to make-up rights (2)
25
27
Subsequent recognition of revenues attributable to make-up rights (3)
( 8
)
( 20
)
Total segment gross operating margin
$
2,507
$
2,342
(1)
Excludes amortization of major maintenance costs for reaction-based plants, which are a component of gross operating margin.
(2)
Since make-up rights entail a future performance obligation by the pipeline to the shipper, these receipts are recorded as deferred revenue for GAAP purposes; however, these receipts are included in gross operating margin in the period of receipt since they are nonrefundable to the shipper.
(3)
As deferred revenues attributable to make-up rights are subsequently recognized as revenue under GAAP, gross operating margin must be adjusted to remove such amounts to prevent duplication since the associated non-refundable payments were previously included in gross operating margin.
Gross operating margin by segment is calculated by subtracting segment operating costs and expenses from segment revenues, with both segment totals reflecting the adjustments noted in the preceding table, as applicable, and before the elimination of intercompany transactions. The following table presents gross operating margin by segment for the periods indicated:
For the Three Months
Ended March 31,
2024
2023
Gross operating margin by segment:
NGL Pipelines & Services
$
1,340
$
1,212
Crude Oil Pipelines & Services
411
397
Natural Gas Pipelines & Services
312
314
Petrochemical & Refined Products Services
444
419
Total segment gross operating margin
$
2,507
$
2,342
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Summarized Segment Financial Information
Information by business segment, together with reconciliations to amounts presented on, or included in, our Unaudited Condensed Statements of Consolidated Operations, is presented in the following table:
Reportable Business Segments
NGL
Pipelines
& Services
Crude Oil
Pipelines
& Services
Natural Gas
Pipelines
& Services
Petrochemical
& Refined
Products
Services
Adjustments
and
Eliminations
Consolidated
Total
Revenues from third parties:
Three months ended March 31, 2024
$
5,137
$
5,406
$
851
$
3,351
$
–
$
14,745
Three months ended March 31, 2023
4,926
4,175
1,211
2,119
–
12,431
Revenues from related parties:
Three months ended March 31, 2024
3
9
3
–
–
15
Three months ended March 31, 2023
3
6
4
–
–
13
Intersegment and intrasegment revenues:
Three months ended March 31, 2024
11,555
13,827
177
6,324
( 31,883
)
–
Three months ended March 31, 2023
12,696
12,584
136
4,706
( 30,122
)
–
Total revenues:
Three months ended March 31, 2024
16,695
19,242
1,031
9,675
( 31,883
)
14,760
Three months ended March 31, 2023
17,625
16,765
1,351
6,825
( 30,122
)
12,444
Equity in income of unconsolidated affiliates:
Three months ended March 31, 2024
31
69
2
–
–
102
Three months ended March 31, 2023
39
64
1
–
–
104
Segment revenues include intersegment and intrasegment transactions, which are generally based on transactions made at market-based rates. Our consolidated revenues reflect the elimination of intercompany transactions. Substantially all of our consolidated revenues are earned in the U.S. and derived from a wide customer base.
Information by business segment, together with reconciliations to our Unaudited Condensed Consolidated Balance Sheet totals, is presented in the following table:
Reportable Business Segments
NGL
Pipelines
& Services
Crude Oil
Pipelines
& Services
Natural Gas
Pipelines
& Services
Petrochemical
& Refined
Products
Services
Adjustments
and
Eliminations
Consolidated
Total
Property, plant and equipment, net:
(see Note 4)
At March 31, 2024
$
18,051
$
6,412
$
10,039
$
9,701
$
2,228
$
46,431
At December 31, 2023
17,541
6,627
10,019
9,372
2,245
45,804
Investments in unconsolidated affiliates:
(see Note 5)
At March 31, 2024
610
1,674
34
3
–
2,321
At December 31, 2023
612
1,681
33
4
–
2,330
Intangible assets, net: (see Note 6)
At March 31, 2024
818
1,648
1,145
109
–
3,720
At December 31, 2023
828
1,673
1,158
111
–
3,770
Goodwill: (see Note 6)
At March 31, 2024
2,811
1,841
–
956
–
5,608
At December 31, 2023
2,811
1,841
–
956
–
5,608
Segment assets:
At March 31, 2024
22,290
11,575
11,218
10,769
2,228
58,080
At December 31, 2023
21,792
11,822
11,210
10,443
2,245
57,512
22
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Supplemental Revenue and Expense Information
The following table presents additional information regarding our consolidated revenues and costs and expenses for the periods indicated:
For the Three Months
Ended March 31,
2024
2023
Consolidated revenues:
NGL Pipelines & Services
$
5,140
$
4,929
Crude Oil Pipelines & Services
5,415
4,181
Natural Gas Pipelines & Services
854
1,215
Petrochemical & Refined Products Services
3,351
2,119
Total consolidated revenues
$
14,760
$
12,444
Consolidated costs and expenses
Operating costs and expenses:
Cost of sales
$
11,405
$
9,331
Other operating costs and expenses (1)
954
868
Depreciation, amortization and accretion
595
547
Asset impairment charges
20
13
Net gains attributable to asset sales and related matters
–
( 2
)
General and administrative costs
66
57
Total consolidated costs and expenses
$
13,040
$
10,814
(1)
Represents the cost of operating our plants, pipelines and other fixed assets excluding depreciation, amortization and accretion charges; asset impairment charges; 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. In general, higher energy commodity prices result in an increase in our revenues attributable to product sales; however, these higher commodity prices would also be expected to increase the associated cost of sales as purchase costs are higher. The same type of relationship would be true in the case of lower energy commodity sales prices and purchase costs.
23
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 11. Earnings Per Unit
The following table presents our calculation of basic and diluted earnings per common unit for the periods indicated:
For the Three Months
Ended March 31,
2024
2023
BASIC EARNINGS PER COMMON UNIT
Net income attributable to common unitholders
$
1,456
$
1,390
Earnings allocated to phantom unit awards (1)
( 14
)
( 13
)
Net income allocated to common unitholders
$
1,442
$
1,377
Basic weighted-average number of common units outstanding
2,170
2,173
Basic earnings per common unit
$
0.66
$
0.63
DILUTED EARNINGS PER COMMON UNIT
Net income attributable to common unitholders
$
1,456
$
1,390
Net income attributable to preferred units
1
1
Net income attributable to limited partners
$
1,457
$
1,391
Diluted weighted-average number of units outstanding:
Distribution-bearing common units
2,170
2,173
Phantom units (2)
21
20
Preferred units (2)
2
2
Total
2,193
2,195
Diluted earnings per common unit
$
0.66
$
0.63
(1)
Phantom units are considered participating securities for purposes of computing basic earnings per unit. See Note 12 for information regarding our phantom units.
(2)
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. See Note 12 for information regarding phantom unit awards. See Note 8 for information regarding preferred units.
Note 12. Equity-Based Awards
An allocated portion of the fair value of EPCO’s equity-based awards is charged to us under the ASA. The following table summarizes compensation expense we recognized in connection with equity-based awards for the periods indicated:
For the Three Months
Ended March 31,
2024
2023
Equity-classified awards:
Phantom unit awards
$
46
$
40
Profits interest awards
10
1
Total
$
56
$
41
The fair value of equity-classified awards is amortized to earnings over the requisite service or vesting period. Equity-classified awards are expected to result in the issuance of the Partnership’s common units upon vesting.
24
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Phantom Unit Awards
Subject to customary forfeiture provisions, phantom unit awards allow recipients to acquire the Partnership’s common units once a defined vesting period expires (at no cost to the recipient apart from fulfilling required service and other conditions). The following table presents phantom unit award activity for the period indicated:
Number of
Units
Weighted-
Average Grant
Date Fair Value
per Unit (1)
Phantom unit awards at December 31, 2023
19,557,251
$
24.47
Granted (2)
8,866,820
$
26.25
Vested
( 6,871,756
)
$
24.47
Forfeited
( 71,079
)
$
25.23
Phantom unit awards at March 31, 2024
21,481,236
$
25.21
(1)
Determined by dividing the aggregate grant date fair value of awards (before an allowance for forfeitures) by the number of awards issued.
(2)
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.
Each phantom unit award includes a DER, which entitles the participant to nonforfeitable cash payments equal to the product of the number of phantom unit awards outstanding for the participant and the cash distribution per common unit paid by the Partnership to its common unitholders. Cash payments made in connection with DERs are charged to partners’ equity when the phantom unit award is expected to result in the issuance of common units; otherwise, such amounts are expensed.
The following table presents supplemental information regarding phantom unit awards for the periods indicated:
For the Three Months
Ended March 31,
2024
2023
Cash payments made in connection with DERs
$
10
$
9
Total intrinsic value of phantom unit awards that vested during period
187
171
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
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.
25
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 13. Hedging Activities and Fair Value Measurements
In the normal course of our business operations, we are exposed to certain risks, including changes in interest rates and commodity prices. In order to manage risks associated with assets, liabilities and certain anticipated future transactions, we use derivative instruments such as futures, forward contracts, swaps, options and other instruments with similar characteristics. Substantially all of our derivatives are used for non-trading activities.
Interest Rate Hedging Activities
We may utilize interest rate swaps, forward-starting swaps, options to enter into forward-starting swaps (“swaptions”), and similar derivative instruments to manage our exposure to changes in interest rates charged on borrowings under certain consolidated debt agreements. This strategy may be used in controlling our overall cost of capital associated with such borrowings.
Treasury Locks
A treasury lock is an agreement that fixes the price (or yield) of a specified U.S. treasury security for an established period of time. 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 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
The prices of natural gas, NGLs, crude oil, petrochemicals and refined products, and power are subject to fluctuations in response to changes in supply and demand, market conditions and a variety of additional factors that are beyond our control. In order to manage such price risks, we enter into commodity derivative instruments such as physical forward contracts, futures contracts, fixed-for-float swaps and basis swaps.
At March 31, 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.
•
The objective of our natural gas processing hedging program is to hedge an amount of earnings associated with these activities. We achieve this objective by executing fixed-price sales for a portion of our expected equity production using derivative instruments and related contracts. For certain natural gas processing contracts, the hedging of expected equity NGL production also involves the purchase of natural gas for plant thermal reduction, which is hedged using derivative instruments and related contracts.
•
The objective of our inventory hedging program is to hedge the fair value of commodity products currently held in inventory by locking in the sales price of the inventory through the use of derivative instruments and related contracts.
•
The objective of our commercial energy hedging program is to hedge anticipated future purchases of power for certain operations in Southeast Texas by locking in purchase prices through the use of derivative instruments and related contracts.
26
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes our portfolio of commodity derivative instruments outstanding at March 31, 2024 (volume measures as noted):
Volume (1)
Accounting
Derivative Purpose
Current (2)
Long-Term (2)
Treatment
Derivatives designated as hedging instruments:
Natural gas processing:
Forecasted natural gas purchases for plant thermal reduction (billion cubic feet (“Bcf”))
13.5
n/a
Cash flow hedge
Forecasted sales of natural gas (Bcf)
31.3
14.0
Cash flow hedge
Forecasted sales of NGLs (MMBbls)
6.9
n/a
Cash flow hedge
Octane enhancement:
Forecasted sales of octane enhancement products (MMBbls)
4.1
1.5
Cash flow hedge
Natural gas marketing:
Natural gas storage inventory management activities (Bcf)
1.3
n/a
Fair value hedge
NGL marketing:
Forecasted purchases of NGLs and related hydrocarbon products (MMBbls)
90.7
4.5
Cash flow hedge
Forecasted sales of NGLs and related hydrocarbon products (MMBbls)
76.8
10.4
Cash flow hedge
Refined products marketing:
Forecasted purchases of refined products (MMBbls)
1.5
n/a
Cash flow hedge
Forecasted sales of refined products (MMBbls)
2.2
n/a
Cash flow hedge
Crude oil marketing:
Forecasted purchases of crude oil (MMBbls)
22.9
0.6
Cash flow hedge
Forecasted sales of crude oil (MMBbls)
36.1
3.5
Cash flow hedge
Petrochemical marketing:
Forecasted sales of petrochemical products (MMBbls)
0.5
n/a
Cash flow hedge
Commercial energy:
Forecasted purchases of power related to asset operations (terawatt hours (“TWh”))
1.5
1.1
Cash flow hedge
Derivatives not designated as hedging instruments:
Natural gas risk management activities (Bcf) (3)
33.0
1.6
Mark-to-market
NGL risk management activities (MMBbls) (3)
9.3
4.5
Mark-to-market
Refined products risk management activities (MMBbls) (3)
4.7
n/a
Mark-to-market
Crude oil risk management activities (MMBbls) (3)
96.3
18.9
Mark-to-market
Petrochemical risk management activities (MMBbls) (3)
0.1
n/a
Mark-to-market
(1)
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.
(2)
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 2026, December 2024 and December 2026, respectively.
(3)
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 at March 31, 2024 and December 31, 2023.
27
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Tabular Presentation of Fair Value Amounts, and Gains and Losses on
Derivative Instruments and Related Hedged Items
The following table provides a balance sheet overview of our derivative assets and liabilities at the dates indicated:
Asset Derivatives
Liability Derivatives
March 31, 2024
December 31, 2023
March 31, 2024
December 31, 2023
Balance
Sheet
Location
Fair
Value
Balance
Sheet
Location
Fair
Value
Balance
Sheet
Location
Fair
Value
Balance
Sheet
Location
Fair
Value
Derivatives designated as hedging instruments
Interest derivatives
Current
assets
$
–
Current
assets
$
–
Current
liabilities
$
–
Current
liabilities
$
31
Commodity derivatives
Current
assets
$
151
Current
assets
$
118
Current
liabilities
$
159
Current
liabilities
$
136
Commodity derivatives
Other assets
37
Other assets
31
Other liabilities
31
Other liabilities
35
Total commodity derivatives
188
149
190
171
Total derivatives designated as hedging instruments
$
188
$
149
$
190
$
202
Derivatives not designated as hedging instruments
Commodity derivatives
Current
assets
$
172
Current
assets
$
229
Current
liabilities
$
173
Current
liabilities
$
229
Commodity derivatives
Other assets
22
Other assets
72
Other liabilities
21
Other liabilities
71
Total commodity derivatives
194
301
194
300
Total derivatives not designated as hedging instruments
$
194
$
301
$
194
$
300
Certain of our commodity derivative instruments are subject to master netting arrangements or similar agreements. The following tables present our derivative instruments subject to such arrangements at the dates indicated:
Offsetting of Financial Assets and Derivative Assets
Gross
Amounts of
Recognized
Assets
Gross
Amounts
Offset in the
Balance Sheet
Amounts
of Assets
Presented
in the
Balance Sheet
Gross Amounts Not Offset
in the Balance Sheet
Amounts That
Would Have
Been Presented
On Net Basis
Financial
Instruments
Cash
Collateral
Received
Cash
Collateral
Paid
(i)
(ii)
(iii) = (i) – (ii)
(iv)
(v) = (iii) + (iv)
As of March 31, 2024:
Commodity derivatives
$
382
$
–
$
382
$
( 381
)
$
–
$
–
$
1
As of December 31, 2023:
Commodity derivatives
$
450
$
–
$
450
$
( 450
)
$
–
$
–
$
–
Offsetting of Financial Liabilities and Derivative Liabilities
Gross
Amounts of
Recognized
Liabilities
Gross
Amounts
Offset in the
Balance Sheet
Amounts
of Liabilities
Presented
in the
Balance Sheet
Gross Amounts Not Offset
in the Balance Sheet
Amounts That
Would Have
Been Presented
On Net Basis
Financial
Instruments
Cash
Collateral
Received
Cash
Collateral
Paid
(i)
(ii)
(iii) = (i) – (ii)
(iv)
(v) = (iii) + (iv)
As of March 31, 2024:
Commodity derivatives
$
384
$
–
$
384
$
( 381
)
$
( 3
)
$
–
$
–
As of December 31, 2023:
Interest rate derivatives
$
31
$
–
$
31
$
–
$
–
$
–
$
31
Commodity derivatives
471
–
471
( 450
)
1
( 21
)
1
28
Table of Contents
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Derivative assets and liabilities recorded on our Unaudited Condensed Consolidated Balance Sheets are presented on a gross-basis and determined at the individual transaction level. The tabular presentation above provides a means for comparing the gross amount of derivative assets and liabilities, excluding associated accounts payable and receivable, to the net amount that would likely be receivable or payable under a default scenario based on the existence of rights of offset in the respective derivative agreements. Any cash collateral paid or received is reflected in these tables, but only to the extent that it represents variation margins. Any amounts associated with derivative prepayments or initial margins that are not influenced by the derivative asset or liability amounts or those that are determined solely on their volumetric notional amounts are excluded from these tables.
The following tables present the effect of our derivative instruments designated as fair value hedges on our Unaudited Condensed Statements of Consolidated Operations for the periods indicated:
Derivatives in Fair Value
Hedging Relationships
Location
Gain (Loss) Recognized in
Income on Derivative
For the Three Months
Ended March 31,
2024
2023
Commodity derivatives
Revenue
$
1
$
4
Total
$
1
$
4
Derivatives in Fair Value
Hedging Relationships
Location
Gain (Loss) Recognized in
Income on Hedged Item
For the Three Months
Ended March 31,
2024
2023
Commodity derivatives
Revenue
$
4
$
( 1
)
Total
$
4
$
( 1
)
The gain (loss) corresponding to the hedge ineffectiveness on the fair value hedges was negligible for all periods presented. The remaining gain (loss) for each period presented is primarily attributable to prompt-to-forward month price differentials that were excluded from the assessment of hedge effectiveness.
The following tables present the effect of our derivative instruments designated as cash flow hedges on our Unaudited Condensed Statements of Consolidated Operations and Unaudited Condensed Statements of Consolidated Comprehensive Income for the periods indicated:
Derivatives in Cash Flow
Hedging Relationships
Change in Value Recognized in
Other Comprehensive Income (Loss)
on Derivative
For the Three Months
Ended March 31,
2024
2023
Interest rate derivatives
$
2
$
( 5
)
Commodity derivatives – Revenue (1)
( 149
)
( 65
)
Commodity derivatives – Operating costs and expenses (1)
( 13
)
( 24
)
Total
$
( 160
)
$
( 94
)
(1)
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.
29
Table of Contents
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Derivatives in Cash Flow
Hedging Relationships
Location
Gain (Loss) Reclassified from
Accumulated Other
Comprehensive Income (Loss)
to Income
For the Three Months
Ended March 31,
2024
2023
Interest rate derivatives
Interest expense
$
2
$
( 2
)
Commodity derivatives
Revenue
19
24
Commodity derivatives
Operating costs and expenses
( 17
)
8
Total
$
4
$
30
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 $ 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:
Derivatives Not Designated
as Hedging Instruments
Location
Gain (Loss) Recognized in
Income on Derivative
For the Three Months
Ended March 31,
2024
2023
Commodity derivatives
Revenue
$
13
$
200
Commodity derivatives
Operating costs and expenses
( 1
)
–
Total
$
12
$
200
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
The following tables set forth, by level within the Level 1, 2 and 3 fair value hierarchy, the carrying values of our financial assets and liabilities at the dates indicated. These assets and liabilities are measured on a recurring basis and are classified based on the lowest level of input used to estimate their fair value. Our assessment of the relative significance of such inputs requires judgment.
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; however, the derivatives remain outstanding and subject to future commodity price fluctuations until they are settled in accordance with their contractual terms. Derivative transactions cleared on exchanges other than the CME (e.g., the Intercontinental Exchange or ICE) continue to be reported on a gross basis.
30
Table of Contents
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
At March 31, 2024
Fair Value Measurements Using
Quoted Prices
in Active
Markets for
Identical Assets
and Liabilities
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Financial assets:
Commodity derivatives:
Value before application of CME Rule 814
$
283
$
345
$
–
$
628
Impact of CME Rule 814
( 89
)
( 157
)
–
( 246
)
Total commodity derivatives
194
188
–
382
Total
$
194
$
188
$
–
$
382
Financial liabilities:
Commodity derivatives:
Value before application of CME Rule 814
$
383
$
297
$
–
$
680
Impact of CME Rule 814
( 170
)
( 126
)
–
( 296
)
Total commodity derivatives
213
171
–
384
Total
$
213
$
171
$
–
$
384
At December 31, 2023
Fair Value Measurements Using
Quoted Prices
in Active
Markets for
Identical Assets
and Liabilities
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
Financial assets:
Commodity derivatives:
Value before application of CME Rule 814
$
431
$
297
$
–
$
728
Impact of CME Rule 814
( 147
)
( 131
)
–
( 278
)
Total commodity derivatives
284
166
–
450
Total
$
284
$
166
$
–
$
450
Financial liabilities:
Interest rate derivatives:
$
–
$
31
$
–
$
31
Commodity derivatives:
Value before application of CME Rule 814
317
308
–
625
Impact of CME Rule 814
( 22
)
( 132
)
–
( 154
)
Total commodity derivatives
295
176
–
471
Total
$
295
$
207
$
–
$
502
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.
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Other Fair Value Information
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 $ 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. Changes in market rates of interest affect the fair value of our fixed-rate debt. The carrying values of our variable-rate long-term debt obligations approximate their fair values since the associated interest rates are market-based. We do not have any long-term investments in debt or equity securities recorded at fair value.
Note 14. Related Party Transactions
The following table summarizes our related party transactions for the periods indicated:
For the Three Months
Ended March 31,
2024
2023
Revenues – related parties:
Unconsolidated affiliates
$
15
$
13
Costs and expenses – related parties:
EPCO and its privately held affiliates
$
381
$
310
Unconsolidated affiliates
46
49
Total
$
427
$
359
The following table summarizes our related party accounts receivable and accounts payable balances at the dates indicated:
March 31,
2024
December 31,
2023
Accounts receivable - related parties:
Unconsolidated affiliates
$
6
$
7
Accounts payable - related parties:
EPCO and its privately held affiliates
$
66
$
183
Unconsolidated affiliates
16
16
Total
$
82
$
199
We believe that the terms and provisions of our related party agreements are fair to us; however, such agreements and transactions may not be as favorable to us as we could have obtained from unaffiliated third parties.
Relationship with EPCO and Affiliates
We have an extensive and ongoing relationship with EPCO and its privately held affiliates (including Enterprise GP, our general partner), which are not a part of our consolidated group of companies.
At March 31, 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
Percentage of
Common Units
Outstanding
702,464,679 common units
32.3 %
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ENTERPRISE PRODUCTS PARTNERS L.P.
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 March 31, 2024. These credit facilities contain customary and other events of default, including defaults by us and other affiliates of EPCO. An event of default, followed by a foreclosure on the pledged collateral, could ultimately result in a change in ownership of these units and affect the market price of the Partnership’s common units.
The Partnership and Enterprise GP are both separate legal entities apart from each other and apart from EPCO and its other affiliates, with assets and liabilities that are also separate from those of EPCO and its other affiliates. 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 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. All of our administrative and operating functions are provided either by employees of EPCO (pursuant to the ASA) or by other service providers. We and our general partner are parties to the ASA. The following table presents our related party costs and expenses attributable to the ASA with EPCO for the periods indicated:
For the Three Months
Ended March 31,
2024
2023
Operating costs and expenses
$
334
$
273
General and administrative expenses
41
31
Total costs and expenses
$
375
$
304
We lease office space from privately held affiliates of EPCO at rental rates that approximate market rates. 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.
Note 15. Income Taxes
Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We did not rely on any uncertain tax positions in recording our income tax-related amounts during the first quarters of 2024 and 2023.
Our federal, state and foreign income tax benefit (provision) is summarized below:
For the Three Months
Ended March 31,
2024
2023
Current portion of income tax provision:
Federal
$
–
$
4
State
( 12
)
( 11
)
Total current portion
( 12
)
( 7
)
Deferred portion of income tax provision:
Federal
( 4
)
( 7
)
State
( 5
)
4
Total deferred portion
( 9
)
( 3
)
Total provision for income taxes
$
( 21
)
$
( 10
)
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of the provision for income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows:
For the Three Months
Ended March 31,
2024
2023
Pre-Tax Net Book Income (“NBI”)
$
1,504
$
1,432
Texas Margin Tax (1)
( 17
)
( 6
)
State income tax provision, net of federal benefit
–
( 1
)
Federal income tax provision computed by applying the federal
statutory rate to NBI of corporate entities
( 3
)
( 3
)
Other
( 1
)
–
Provision for income taxes
$
( 21
)
$
( 10
)
Effective income tax rate
( 1.4
)%
( 0.7
)%
(1)
Although the Texas Margin Tax is not considered a state income tax, it has the characteristics of an income tax since it is determined by applying a tax rate to a base that considers our Texas-sourced revenues and expenses.
The following table presents the significant components of deferred tax assets and deferred tax liabilities at the dates indicated:
March 31,
December 31,
2024
2023
Deferred tax liabilities:
Attributable to investment in OTA (1)
$
441
$
436
Attributable to property, plant and equipment
143
138
Attributable to investments in other entities
5
4
Other
83
83
Total deferred tax liabilities
672
661
Deferred tax assets:
Net operating loss carryovers (2)
48
46
Temporary differences related to Texas Margin Tax
4
4
Total deferred tax assets
52
50
Total net deferred tax liabilities
$
620
$
611
(1)
Represents the deferred tax liability balance held by our wholly owned subsidiary, OTA Holdings, Inc. ("OTA"), which we acquired in March 2020.
(2)
The loss amount presented as of March 31, 2024 has an indefinite carryover period. All losses are subject to limitations on their utilization.
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 16. Commitments and Contingent Liabilities
Litigation
As part of our normal business activities, we may be named as defendants in legal proceedings, including those arising from regulatory and environmental matters. Although we are insured against various risks to the extent we believe it is prudent, there is no assurance that the nature and amount of such insurance will be adequate, in every case, to fully indemnify us against losses arising from future legal proceedings. We will vigorously defend the Partnership in litigation matters.
There were no accruals for litigation contingencies at March 31, 2024 and December 31, 2023, respectively.
Contractual Obligations
Scheduled Maturities of Debt
We have long-term and short-term payment obligations under debt agreements. 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.
Lease Accounting Matters
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 March 31, 2024:
Asset Category
ROU
Asset
Carrying
Value (1)
Lease
Liability
Carrying
Value (2)
Weighted-
Average
Remaining
Term
Weighted-
Average
Discount
Rate (3)
Storage and pipeline facilities
$
191
$
190
8 years
4.3 %
Transportation equipment
41
42
4 years
4.8 %
Office and warehouse space
149
184
13 years
3.0 %
Total
$
381
$
416
(1)
Right of use (“ROU”) asset amounts are a component of “ Other assets ” on our Unaudited Condensed Consolidated Balance Sheet.
(2)
At March 31, 2024, lease liabilities of $ 83 million and $ 333 million were included within “ Other current liabilities ” and “ Other long-term liabilities ,” respectively.
(3)
The discount rate for each category of assets represents the weighted average of either (i) the implicit rate applicable to the underlying leases (where determinable) or (ii) our incremental borrowing rate adjusted for collateralization (if the implicit rate is not determinable). In general, the discount rates are based on either information available at the lease commencement date or January 1, 2019 for leases existing at the adoption date for ASC 842, Leases .
The following table disaggregates our total operating lease expense for the periods indicated :
For the Three Months
Ended March 31,
2024
2023
Long-term operating leases:
Fixed lease expense:
Non-cash lease expense (amortization of ROU assets)
$
20
$
16
Related accretion expense on lease liability balances
4
4
Total fixed lease expense
24
20
Variable lease expense
4
3
Total long-term operating lease expense
28
23
Short-term operating leases
29
25
Total operating lease expense
$
57
$
48
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ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 March 31, 2024 did not differ materially from those reported in our 2023 Form 10-K.
Note 17. 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 Three Months
Ended March 31,
2024
2023
Decrease (increase) in:
Accounts receivable – trade
$
274
$
356
Accounts receivable – related parties
–
3
Inventories
1
362
Prepaid and other current assets
( 76
)
( 358
)
Other assets
( 12
)
3
Increase (decrease) in:
Accounts payable – trade
52
( 21
)
Accounts payable – related parties
( 117
)
( 168
)
Accrued product payables
379
( 600
)
Accrued interest
( 201
)
( 187
)
Other current liabilities
( 288
)
161
Other long-term liabilities
( 48
)
10
Net effect of changes in operating accounts
$
( 36
)
$
( 439
)
Cash payments for interest, net of $ 25 and $ 32 capitalized during the
three months ended March 31, 2024 and 2023 , respectively
$
529
$
494
Cash payments (refunds) for federal and state income taxes
$
( 1
)
$
2
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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.