Delaware
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76-0568219
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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1100 Louisiana Street, 10th Floor, Houston, Texas 77002
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(Address of Principal Executive Offices, including Zip Code)
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(713) 381-6500
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(Registrant’s Telephone Number, including Area Code)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange On Which Registered
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Common Units
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EPD
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New York Stock Exchange
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Page
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Number
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/d
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=
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per day
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MMBbls
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=
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million barrels
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BBtus
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=
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billion British thermal units
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MMBPD
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=
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million barrels per day
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Bcf
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=
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billion cubic feet
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MMBtus
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=
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million British thermal units
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BPD
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=
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barrels per day
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MMcf
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=
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million cubic feet
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MBPD
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=
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thousand barrels per day
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TBtus
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=
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trillion British thermal units
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• |
capitalize on expected demand growth, including exports, for natural gas, NGLs, crude oil and petrochemical and refined products;
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• |
maintain a diversified portfolio of midstream energy assets and expand this asset base through growth capital projects and accretive acquisitions of complementary midstream energy assets;
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• |
enhance the stability of our cash flows by investing in pipelines and other fee-based businesses; and
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• |
share capital costs and risks through business ventures or alliances with strategic partners, including those that provide processing, throughput or feedstock volumes for growth capital projects or the purchase of such projects’ end products.
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• |
Ethane is primarily used in the petrochemical industry as a feedstock in the production of ethylene, one of the basic building blocks for a wide range of plastics and other chemical products.
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• |
Propane is used for heating, as an engine and industrial fuel, and as a petrochemical feedstock in the production of ethylene and propylene.
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• |
Normal butane is used as a petrochemical feedstock in the production of ethylene and butadiene (a key ingredient of synthetic rubber), as a blendstock for motor gasoline, and to produce isobutane through isomerization.
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• |
Isobutane is fractionated from mixed butane (a mixed stream of normal butane and isobutane) or produced from normal butane through the process of isomerization, and is used in refinery alkylation to enhance the octane content of motor gasoline, in the production of isooctane and other octane additives, and in the production of propylene oxide.
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• |
Natural gasoline, a mixture of pentanes and heavier hydrocarbons, is primarily used as a blendstock for motor gasoline, diluent in crude oil to aid in transportation, and as a petrochemical feedstock.
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Total Gas
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||||
Net Gas
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Processing
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||||
Production
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Processing
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Capacity
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|||
Region
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Ownership
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Capacity
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of Plant
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Facility Name
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Location
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Served
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Interest
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(MMcf/d) (1)
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(MMcf/d)
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Meeker
|
Colorado
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Piceance
|
100.0%
|
1,800
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1,800
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Pioneer
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Wyoming
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Green River
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100.0%
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1,400
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1,400
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Yoakum
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Texas
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Eagle Ford
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100.0%
|
1,050
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1,050
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Pascagoula
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Mississippi
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Gulf of Mexico
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75.0% (2)
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750
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1,000
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Chaco
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New Mexico
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San Juan
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100.0%
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600
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600
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Orla
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Texas
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Delaware
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100.0%
|
900
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900
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Neptune
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Louisiana
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Gulf of Mexico
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66.0% (3)
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430
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650
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Sea Robin
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Louisiana
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Gulf of Mexico
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54.1% (3)
|
352
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650
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Thompsonville
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Texas
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Eagle Ford
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100.0%
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330
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330
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Carthage (4)
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Texas
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Cotton Valley
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100.0%
|
320
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320
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Mentone
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Texas
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Delaware
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100.0%
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300
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300
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Shoup
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Texas
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Eagle Ford
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100.0%
|
280
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280
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Armstrong
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Texas
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Eagle Ford
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100.0%
|
250
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250
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Gilmore
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Texas
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Frio-Vicksburg
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100.0%
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250
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250
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San Martin
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Texas
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Eagle Ford
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100.0%
|
200
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200
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South Eddy
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New Mexico
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Delaware
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100.0%
|
200
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200
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Waha
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Texas
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Delaware
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100.0%
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150
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150
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Sonora
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Texas
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Strawn
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100.0%
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120
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120
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Venice
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Louisiana
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Gulf of Mexico
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13.1% (5)
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98
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750
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Indian Springs
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Texas
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Wilcox-Woodbine
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75.0% (3)
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90
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120
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Chaparral
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New Mexico
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Delaware
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100.0%
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45
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45
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Fairway
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Texas
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Cotton Valley
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100.0%
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5
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5
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Total
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9,920
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11,370
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(1)
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The approximate net gas processing capacity does not necessarily correspond to our ownership interest in each facility. The capacity is based on a variety of factors such as the level of volumes an owner processes at the facility and contractual arrangements with joint owners.
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(2)
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We own a 75.0% consolidated interest in the Pascagoula facility through our majority owned subsidiary, Pascagoula Gas Processing LLC.
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(3)
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We proportionately consolidate our undivided interests in these operating assets.
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(4)
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The Carthage facility consists of two plants: our legacy Panola gas plant and our recently completed Bulldog gas plant.
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(5)
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Our ownership in the Venice plant is held indirectly through our equity method investment in Venice Energy Services Company, L.L.C.
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Pipeline
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Ownership
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Length
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Description of Asset
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Location(s)
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Interest
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(Miles)
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Mid-America Pipeline System (1)
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Midwest and Western U.S.
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100.0%
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7,985
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South Texas NGL Pipeline System
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Texas
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100.0%
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2,001
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Dixie Pipeline (1)
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South and Southeastern U.S.
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100.0%
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1,307
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ATEX (1)
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Texas to Midwest and Northeast U.S.
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100.0%
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1,192
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Chaparral NGL System (1)
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Texas, New Mexico
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100.0%
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1,085
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Louisiana Pipeline System (1)
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Louisiana
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100.0%
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876
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Seminole NGL Pipeline (1,2)
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Texas
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100.0%
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869
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Shin Oak NGL Pipeline
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Texas
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67.0%
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662
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Texas Express Pipeline (1)
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Texas
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35.0%
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594
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Skelly-Belvieu Pipeline (1)
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Texas, Oklahoma
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50.0%
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572
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Front Range Pipeline (1)
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Colorado, Oklahoma, Texas
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33.3%
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447
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Houston Ship Channel Pipeline System
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Texas
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100.0%
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304
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Aegis Ethane Pipeline (1)
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Texas, Louisiana
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100.0%
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299
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Rio Grande Pipeline (1)
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Texas
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100.0%
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249
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Panola Pipeline (1)
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Texas
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55.0%
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249
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Lou-Tex NGL Pipeline (1)
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Texas, Louisiana
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100.0%
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206
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Promix NGL Gathering System
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Louisiana
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50.0%
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197
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Texas Express Gathering System
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Texas
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45.0%
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170
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Tri-States NGL Pipeline (1)
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Alabama, Mississippi, Louisiana
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83.3%
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168
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Others (eight systems) (3)
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Various
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Various (4)
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459
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Total
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19,891
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(1)
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Interstate transportation services provided by these liquids pipelines, in whole or part, are regulated by federal governmental agencies.
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(2)
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Pipeline mileage shown for the Seminole NGL Pipeline excludes 379 miles converted to crude oil service in January 2019 and used by our Midland-to-ECHO 2 pipeline.
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(3)
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Includes our Belle Rose and Wilprise pipelines located in the coastal regions of Louisiana; two pipelines located near Port Arthur in southeast Texas; our San Jacinto pipeline located in East Texas; our Permian NGL lateral pipelines located in West Texas; Leveret pipeline in West Texas and New Mexico; and a pipeline in Colorado associated with our Meeker facility. Transportation services provided by the Wilprise, Permian NGL and Leveret pipelines are regulated by federal governmental agencies.
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(4)
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We own a 74.7% consolidated interest in the 30-mile Wilprise pipeline through our majority owned subsidiary, Wilprise Pipeline Company, L.L.C. We proportionately consolidate our 50% undivided interest in a 45-mile segment of the Port Arthur pipelines. The remainder of these NGL pipelines are wholly owned.
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The Mid-America Pipeline System is an NGL pipeline system consisting of four primary segments: the 3,119-mile Rocky Mountain pipeline, the 2,138-mile Conway North pipeline, the 632-mile Ethane-Propane (“EP”) Mix pipeline, and the 2,096-mile Conway South pipeline. The Mid-America Pipeline System operates in 13 states: Colorado, Illinois, Iowa, Kansas, Minnesota, Missouri, Nebraska, New Mexico, Oklahoma, Texas, Utah, Wisconsin and Wyoming. Volumes transported on the Mid-America Pipeline System primarily originate from natural gas processing facilities located in the Rocky Mountains and Mid-Continent regions, as well as NGL fractionation and storage facilities in Kansas and Texas.
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The South Texas NGL Pipeline System is a network of NGL gathering and transportation pipelines located in South Texas that gather and transport mixed NGLs from natural gas processing facilities (owned by either us or third parties) located in South Texas to our NGL fractionators in South Texas and NGL fractionation and storage complex located in and near Mont Belvieu, Texas. The Mont Belvieu area in Chambers County, Texas, with its significant energy-related infrastructure, is a key hub of the global NGL industry (the “Mont Belvieu hub”). In addition, this system transports purity NGL products from our South Texas NGL fractionators to refineries and petrochemical plants located between Corpus Christi, Texas and Houston, Texas and within the Texas City-Houston area, as well as to interconnects with other NGL pipelines and to our Mont Belvieu storage complex. The South Texas NGL Pipeline System is a component of our ethane header system, extending it from the Mont Belvieu hub to Corpus Christi, Texas.
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• |
The Dixie Pipeline transports propane and other NGLs and extends from southeast Texas to markets in the southeastern U.S. Propane supplies transported on this system primarily originate from southeast Texas, south Louisiana and Mississippi. The Dixie Pipeline operates in seven states: Alabama, Georgia, Louisiana, Mississippi, North Carolina, South Carolina and Texas, and is connected to eight non-regulated propane terminals that we own and operate.
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The ATEX, or Appalachia-to-Texas Express, pipeline transports ethane in southbound service from third-party owned NGL fractionation plants located in Ohio, Pennsylvania and West Virginia to our Mont Belvieu storage complex. The ethane extracted by these fractionation facilities originates from the Marcellus and Utica Shale production areas. ATEX operates in nine states: Arkansas, Illinois, Indiana, Louisiana, Missouri, Ohio, Pennsylvania, Texas and West Virginia.
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The Chaparral NGL System transports mixed NGLs from natural gas processing facilities located in West Texas and New Mexico to Mont Belvieu. This system consists of the 906-mile Chaparral pipeline and the 179-mile Quanah pipeline. Interstate and intrastate transportation services provided by the Chaparral pipeline are regulated; however, transportation services provided by the Quanah pipeline are not.
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The Louisiana Pipeline System is a network of NGL pipelines located in southern Louisiana. This system transports NGLs originating in Louisiana and Texas to refineries and petrochemical plants located along the Mississippi River corridor in southern Louisiana. This system also provides transportation services for our natural gas processing facilities, NGL fractionators and other assets located in Louisiana.
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• |
The Seminole NGL Pipeline transports NGLs from the Hobbs hub and the Permian Basin to markets in southeast Texas, including our NGL fractionation complex located in and near Mont Belvieu. NGLs originating on the Mid-America Pipeline System are a significant source of throughput for the Seminole NGL Pipeline.
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The Shin Oak NGL Pipeline (“Shin Oak”) transports NGL production from the Permian Basin to our NGL fractionation and storage complex located at the Mont Belvieu hub. In February 2019, the mainline segment of Shin Oak from Orla, Texas to Mont Belvieu was placed into limited service with an initial transportation capacity of 250 MBPD. In June 2019, an additional pipeline segment, the Waha lateral, was placed into service and increased Shin Oak’s transportation capacity to 350 MBPD. We completed construction of the remaining components of Shin Oak in the fourth quarter of 2019, which increased its transportation capacity to 550 MBPD.
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The Texas Express Pipeline extends from Skellytown, Texas to our NGL fractionation and storage complex located in and near Mont Belvieu. Mixed NGLs from production fields located in the Rocky Mountains, Permian Basin and Mid-Continent regions are delivered to the Texas Express Pipeline via an interconnect with our Mid-America Pipeline System near Skellytown. In addition, the Texas Express Pipeline transports mixed NGLs gathered by the Texas Express Gathering System. Also, mixed NGLs originating from the Denver-Julesburg (“DJ”) Basin in Colorado are transported to the Texas Express Pipeline using the Front Range Pipeline. Our 35% ownership interest in the Texas Express Pipeline is held indirectly through our equity method investment in Texas Express Pipeline LLC.
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• |
The Skelly-Belvieu Pipeline transports mixed NGLs from Skellytown, Texas to Mont Belvieu. The Skelly-Belvieu Pipeline receives a significant quantity of NGLs through an interconnect with our Mid-America Pipeline System at Skellytown. Our 50% ownership interest in the Skelly-Belvieu Pipeline is held indirectly through our equity method investment in Skelly-Belvieu Pipeline Company, L.L.C.
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• |
The Front Range Pipeline transports mixed NGLs from natural gas processing facilities located in the DJ Basin in Colorado to an interconnect with our Texas Express Pipeline, Mid-America Pipeline System and other third party facilities located at Skellytown, Texas. Our 33.3% ownership interest in the Front Range Pipeline is held indirectly through our equity method investment in Front Range Pipeline LLC. As previously mentioned, we expect to complete an expansion project during the second quarter of 2020 that will increase transportation capacity on the Front Range Pipeline by 100 MBPD.
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• |
The Houston Ship Channel Pipeline System connects our Mont Belvieu area assets to our marine terminals on the Houston Ship Channel and to area petrochemical plants, refineries and other pipelines.
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• |
The Aegis Ethane Pipeline (“Aegis”) delivers purity ethane to petrochemical facilities located along the southeast Texas and Louisiana Gulf Coast. Aegis, when combined with a portion of our South Texas NGL Pipeline System, forms an ethane header system stretching from Corpus Christi, Texas to the Mississippi River in Louisiana.
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The Rio Grande Pipeline transports mixed NGLs from near Odessa, Texas to a pipeline interconnect at the Mexican border south of El Paso, Texas. In March 2019, we acquired the remaining 30% ownership interest in the Rio Grande Pipeline.
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• |
The Panola Pipeline transports mixed NGLs from injection points near Carthage, Texas to the Mont Belvieu hub and supports the Haynesville and Cotton Valley crude oil and natural gas production areas. We own a 55% consolidated interest in the Panola Pipeline through our majority owned subsidiary, Panola Pipeline Company, LLC.
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• |
The Lou-Tex NGL Pipeline system transports mixed NGLs, purity NGL products and refinery grade propylene (“RGP”) between the Louisiana and Texas markets.
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• |
The Promix NGL Gathering System gathers mixed NGLs from natural gas processing facilities in southern Louisiana for delivery to our Promix NGL fractionator. Our 50% ownership interest in the Promix NGL Gathering System is held indirectly through our equity method investment in K/D/S Promix, L.L.C. (“Promix”).
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• |
The Texas Express Gathering System is comprised of two gathering systems, Elk City and North Texas, that deliver mixed NGLs to the Texas Express Pipeline. Our 45% ownership interest in the Texas Express Gathering System is held indirectly through our equity method investment in Texas Express Gathering LLC.
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• |
The Tri-States NGL Pipeline transports mixed NGLs from Mobile Bay, Alabama to points near Kenner, Louisiana. We own an 83.3% consolidated interest in the Tri-States NGL Pipeline through our majority owned subsidiary, Tri-States NGL Pipeline, L.L.C.
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Net Plant
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Total Plant
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||
Ownership
|
Capacity
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Capacity
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Description of Asset
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Location
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Interest
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(MBPD) (1)
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(MBPD)
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NGL fractionation facilities:
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||||
Mont Belvieu complex:
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||||
Fracs I, II and III
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Texas
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75.0% (2)
|
189
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245
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Fracs IV, V, VI , and IX
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Texas
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100.0%
|
345
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345
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Fracs VII and VIII
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Texas
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75.0% (3)
|
128
|
170
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Total Mont Belvieu complex
|
662
|
760
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||
Shoup and Armstrong
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Texas
|
100.0%
|
93
|
93
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Hobbs
|
Texas
|
100.0%
|
75
|
75
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Norco
|
Louisiana
|
100.0%
|
75
|
75
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Promix
|
Louisiana
|
50.0%
|
73
|
145
|
Tebone
|
Louisiana
|
100.0%
|
30
|
30
|
Baton Rouge
|
Louisiana
|
32.2%
|
19
|
60
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Total
|
1,027
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1,238
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(1)
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The approximate net plant capacity does not necessarily correspond to our ownership interest in each facility. The capacity is based on a variety of factors such as the level of volumes an owner processes at the facility and contractual arrangements with joint owners.
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(2)
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We proportionately consolidate a 75% undivided interest in these fractionators.
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(3)
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We own a 75% consolidated equity interest in NGL fractionators VII and VIII through our majority owned subsidiary, Enterprise EF78 LLC.
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• |
The Mont Belvieu NGL fractionation complex includes fractionators located either in Mont Belvieu, Texas or in surrounding areas of Chambers County, Texas. This complex processes mixed NGLs from several major NGL supply basins in North America, including the Permian Basin, Rocky Mountains, Eagle Ford Shale, Mid-Continent and San Juan Basin. In addition, the Mont Belvieu NGL fractionation complex features connectivity to our network of NGL supply and distribution pipelines, approximately 130 MMBbls of underground salt dome storage capacity, along with access to international markets through our marine terminals located on the Houston Ship Channel. Demand for NGL fractionation capacity continues to expand as producers in domestic shale plays such as the Permian Basin, Eagle Ford Shale and DJ Basin seek market access and end users require supply assurance.
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• |
The Shoup and Armstrong NGL fractionators in South Texas process mixed NGLs supplied by regional natural gas processing facilities. Purity NGL products from the Shoup and Armstrong fractionators are transported to local markets in the Corpus Christi area and also to the Mont Belvieu hub using our South Texas NGL Pipeline System.
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• |
The Hobbs NGL fractionator serves NGL producers in West Texas, New Mexico and Colorado. This fractionator receives mixed NGLs from several major supply basins, including the Mid-Continent, Permian Basin, San Juan Basin and Rocky Mountains. The facility is located at the interconnect of our Mid-America Pipeline System and Seminole NGL Pipeline, thus providing customers access to both the Mont Belvieu and Conway hubs.
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• |
The Norco NGL fractionator receives mixed NGLs from refineries and natural gas processing facilities located in southern Louisiana and along the Mississippi and Alabama Gulf Coast, including our Pascagoula and Venice facilities.
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• |
The Promix NGL fractionator receives mixed NGLs from natural gas processing facilities located in south Louisiana and along the Mississippi Gulf Coast, including our Neptune and Pascagoula plants. The Promix NGL fractionation facility includes three NGL storage caverns and a barge dock that are integral to its operations. Our 50% ownership interest in the Promix fractionator is held indirectly through our equity method investment in Promix.
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• |
The Tebone NGL fractionator, which was restarted in February 2019 in light of regional demand for fractionation services, receives mixed NGLs from our Louisiana natural gas processing facilities, as well as our Mont Belvieu storage complex. The resumption of service at our Tebone fractionator complements our operations at the Norco and Promix NGL fractionators and provides us with another processing option for mixed NGLs delivered to Mont Belvieu.
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• |
The Baton Rouge NGL fractionator receives mixed NGLs from natural gas processing facilities located in Alabama, Mississippi and south Louisiana. This facility includes a leased NGL storage cavern. Our 32.2% ownership interest in the Baton Rouge fractionator is held indirectly through our equity method investment in Baton Rouge Fractionators LLC.
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|
Net Usable
|
||
Storage
|
|||
Ownership
|
Capacity
|
||
Description of Asset
|
Location
|
Interest
|
(MMBbls) (1)
|
Mont Belvieu storage complex
|
Texas
|
100.0%
|
129.8
|
Almeda and Markham (2)
|
Texas
|
Leased
|
12.4
|
Breaux Bridge, Anse La Butte and Sorrento (3)
|
Louisiana
|
100.0%
|
12.7
|
Petal (4)
|
Mississippi
|
100.0%
|
5.4
|
Hutchinson (5)
|
Kansas
|
100.0%
|
4.0
|
Others (6)
|
Various
|
Various
|
14.2
|
Total
|
178.5
|
(1)
|
Net usable storage capacity is based on our ownership interest or contractual right-of-use.
|
(2)
|
These storage facilities are used in connection with our South Texas NGL Pipeline System.
|
(3)
|
These storage facilities are used in connection with our Louisiana Pipeline System.
|
(4)
|
This storage facility is used in connection with our Dixie Pipeline.
|
(5)
|
This storage facility is used in connection with our Mid-America Pipeline System.
|
(6)
|
Primarily consists of operational storage capacity for our major pipeline systems, including the Mid-America Pipeline System, Dixie Pipeline and TE Products Pipeline. We own substantially all of this storage capacity.
|
• |
The Enterprise Hydrocarbons Terminal (“EHT”) is located on the Houston Ship Channel and provides terminaling services to exporters, marketers, distributors, chemical companies and major integrated oil companies. EHT has extensive waterfront access consisting of seven deep-water ship docks and one barge dock. The terminal can accommodate vessels with up to a 45 foot draft, including Suezmax tankers, which are the largest tankers that can navigate the Houston Ship Channel. We believe that our location on the Houston Ship Channel enables us to handle larger vessels than our competitors because our waterfront has fewer draft and beam (width) restrictions. The size and structure of our waterfront allows us to receive and unload products for our customers and provide terminaling and dock services.
|
• |
The Morgan’s Point Ethane Export Terminal, located on the Houston Ship Channel, has an aggregate loading rate (nameplate capacity) of approximately 10,000 barrels per hour of fully refrigerated ethane and is the largest of its kind in the world. The terminal supports domestic production of U.S. ethane from shale plays by providing the global petrochemical industry with access to a low-cost feedstock option and opportunities for supply diversification. Ethane volumes handled by the terminal are sourced from our Mont Belvieu NGL fractionation and storage complex. Ethane loading volumes at the terminal averaged 143 MBPD, 146 MBPD and 90 MBPD during the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
Operational
|
|||
Our
|
Storage
|
Pipeline
|
||
Ownership
|
Capacity
|
Length
|
||
Description of Asset
|
Location(s)
|
Interest
|
(MMBbls) (2)
|
(Miles)
|
Seaway Pipeline (1)
|
Texas, Oklahoma
|
50.0%
|
9.8
|
1,271
|
West Texas System (1)
|
Texas, New Mexico
|
100.0%
|
1.1
|
1,061
|
Midland-to-ECHO System
|
Texas
|
Various (3)
|
3.9
|
862
|
South Texas Crude Oil Pipeline System
|
Texas
|
100.0%
|
4.2
|
648
|
Basin Pipeline (1)
|
Texas, New Mexico, Oklahoma
|
13.0% (4)
|
6.0
|
618
|
EFS Midstream System
|
Texas
|
100.0%
|
0.3
|
486
|
Eagle Ford Crude Oil Pipeline System
|
Texas
|
50.0%
|
4.5
|
380
|
Total
|
29.8
|
5,326
|
(1)
|
Transportation services provided by these liquids pipelines are regulated, in whole or part, by federal governmental agencies.
|
(2)
|
Operational storage capacity amounts presented on a gross basis.
|
(3)
|
We own an 80% consolidated equity interest in the 418-mile Midland-to-ECHO 1 pipeline through our majority owned subsidiary, Whitethorn Pipeline Company LLC (“Whitethorn”). We own 100% of the 444-mile Midland-to-ECHO 2 pipeline.
|
(4)
|
We proportionately consolidate our 13% undivided interest in the Basin Pipeline.
|
• |
The Seaway Pipeline connects the Cushing, Oklahoma crude oil hub with markets in southeast Texas. Our 50% ownership interest in the Seaway Pipeline is held indirectly through our equity method investment in Seaway Crude Holdings LLC (“Seaway”). The Seaway Pipeline is comprised of the Longhaul System, the Freeport System and the Texas City System. The Cushing hub is an industry trading hub and price settlement point for West Texas Intermediate (“WTI”) crude oil on the New York Mercantile Exchange (“NYMEX”).
|
• |
The West Texas System connects crude oil gathering systems in West Texas and southeast New Mexico to our terminal facility located in Midland, Texas. The West Texas System, including the Loving County pipeline, is a key part of our strategic crude oil aggregation program designed to support Permian Basin producers. The Loving County pipeline can currently transport 200 MBPD of crude oil and condensate from various points in New Mexico and West Texas to our Midland crude oil terminal; however, we expect to complete an expansion project by March 2020 that will increase its transportation capacity up to 350 MBPD. At Midland, shippers will have access to storage and terminal services, as well as connectivity to multiple transportation alternatives such as trucking and pipeline infrastructure that offer access to various downstream markets, including the Gulf Coast.
|
• |
The Midland-to-ECHO System, which is currently comprised of our Midland-to-ECHO 1 and 2 pipelines, supports Permian Basin crude oil production by providing producers and other shippers with transportation solutions that are both cost-efficient and operationally flexible. After aggregating crude at our Midland terminal, the system transports multiple grades of crude oil, including WTI, WTI light sweet crude oil (“West Texas Light”), West Texas Sour, and condensate, to our ECHO terminal (using batched shipments to safeguard crude quality) for further delivery to markets along the Gulf Coast.
|
• |
The South Texas Crude Oil Pipeline System transports crude oil and condensate originating in South Texas to customers in the Houston area. This system includes storage terminal assets located at Sealy, Texas. The South Texas Crude Oil Pipeline System also includes our Rancho II pipeline, which extends 89-miles from the Sealy terminal to our ECHO terminal. From ECHO, we have connectivity to refinery customers and our marine terminals along the Texas Gulf Coast.
|
• |
The Basin Pipeline transports crude oil from the Permian Basin in West Texas and southern New Mexico to the Cushing hub.
|
• |
The EFS Midstream System serves producers in the Eagle Ford Shale, by providing condensate gathering and processing services as well as gathering, treating and compression services for associated natural gas. The EFS Midstream System includes 486 miles of gathering pipelines, 11 central gathering plants having a combined condensate storage capacity of 0.3 MMBbls, 171 MBPD of condensate stabilization capacity and 1.0 Bcf/d of associated natural gas treating capacity.
|
• |
The Eagle Ford Crude Oil Pipeline System transports crude oil and condensate for producers in South Texas. The system, which is effectively looped and has a capacity to transport over 600 MBPD of light and medium grades of crude oil, consists of 380 miles of crude oil and condensate pipelines originating in Gardendale, Texas and extending to Corpus Christi, Texas. The system interconnects with our South Texas Crude Oil Pipeline System in Wilson County, Texas and our recently completed Corpus Christi marine terminal. Our 50% ownership interest in the Eagle Ford Crude Oil Pipeline System is held indirectly through our equity method investment in Eagle Ford Pipeline LLC.
|
|
Number of
|
Net Storage
|
|||
Ownership
|
Number of
|
Above-Ground
|
Capacity
|
||
Description of Asset
|
Location(s)
|
Interest
|
Marine Docks
|
Tanks in Service
|
(MMBbls)
|
EHT (crude oil)
|
Texas
|
100.0%
|
7 deep-water ship; 1 barge
|
85
|
24.2
|
ECHO (1)
|
Texas
|
100.0%
|
n/a
|
14
|
5.9
|
Beaumont Marine West
|
Texas
|
100.0%
|
4 deep-water ship; 2 barge
|
12
|
4.2
|
Cushing
|
Oklahoma
|
100.0%
|
n/a
|
18
|
3.2
|
Midland
|
Texas
|
100.0%
|
n/a
|
9
|
2.6
|
Corpus Christi
|
Texas
|
50.0%
|
1 deep-water ship
|
4
|
0.7
|
Total
|
142
|
40.8
|
(1)
|
Number of tanks and storage capacity excludes three tanks that are used in the operation of our Midland-to-ECHO 1 pipeline and three tanks owned by Seaway.
|
• |
The EHT crude oil terminal is one of the largest such facilities on the Gulf Coast and part of our EHT complex, which is located on the Houston Ship Channel and features extensive waterfront access consisting of seven deep-water ship docks and a barge dock. As noted previously, the terminal can accommodate vessels with up to a 45-foot draft, including Suezmax tankers, which are the largest tankers that can navigate the Houston Ship Channel.
|
• |
The ECHO terminal is located in Houston, Texas and provides storage customers with access to major refineries located in the Houston, Texas City and Beaumont/Port Arthur areas. ECHO also has connections to marine terminals, including EHT, that provide access to any refinery on the U.S. Gulf Coast and international markets.
|
• |
The Beaumont Marine West terminal is located on the Neches River near Beaumont, Texas. This terminal includes four deep-water docks and two barge docks that facilitate the exporting and importing of crude oil and related products.
|
• |
The Cushing terminal is located at the Cushing hub in Oklahoma and provides crude oil storage, pumpover and trade documentation services. This terminal is one of the origination points for our Seaway Pipeline.
|
• |
The Midland terminal provides crude oil storage, pumpover and trade documentation services. The Midland terminal is the origination point for our Midland-to-ECHO pipelines.
|
• |
The Corpus Christi terminal, which commenced operations in the third quarter of 2019, is located in Corpus Christi, Texas and capable of loading ocean-going vessels with either crude oil or condensate. Initial storage capacity of the terminal is approximately 1.4 MMBbls (0.7 MMBbls net to our ownership interest). The facility has access to production from both the Eagle Ford Shale and the Permian Basin through a connection with our Eagle Ford Crude Oil Pipeline System. Our 50% ownership interest in the terminal is held indirectly through our equity method investment in Eagle Ford Terminals Corpus Christi LLC.
|
|
Net Capacity (1)
|
|||||
Pipeline
|
Pipeline
|
Natural Gas
|
Usable
|
|||
Ownership
|
Length
|
Capacity
|
Treating
|
Storage
|
||
Description of Asset
|
Location(s)
|
Interest
|
(Miles)
|
(MMcf/d)
|
(MMcf/d)
|
(Bcf)
|
Texas Intrastate System (2)
|
Texas
|
Various
|
6,916
|
7,345
|
80
|
12.9
|
Acadian Gas System (2)
|
Louisiana
|
100.0%
|
1,312
|
3,100
|
–
|
1.3
|
Jonah Gathering System
|
Wyoming
|
100.0%
|
761
|
2,360
|
–
|
–
|
Piceance Basin Gathering System
|
Colorado
|
100.0%
|
191
|
1,800
|
–
|
–
|
San Juan Gathering System
|
New Mexico, Colorado
|
100.0%
|
6,078
|
1,750
|
420
|
–
|
Permian Basin Gathering System
|
Texas, New Mexico
|
100.0%
|
1,681
|
1,575
|
150
|
–
|
White River Hub (3)
|
Colorado
|
50.0%
|
10
|
1,500
|
–
|
–
|
Haynesville Gathering System
|
Louisiana, Texas
|
100.0%
|
360
|
1,300
|
810
|
–
|
BTA Gathering System (4)
|
Texas
|
100.0% (5)
|
723
|
925
|
160
|
–
|
Indian Springs Gathering System (4)
|
Texas
|
80.0% (6)
|
145
|
160
|
–
|
–
|
Delmita Gathering System
|
Texas
|
100.0%
|
201
|
145
|
–
|
–
|
South Texas Gathering System
|
Texas
|
100.0%
|
518
|
143
|
220
|
–
|
Old Ocean Pipeline
|
Texas
|
50.0%
|
240
|
80
|
–
|
–
|
Big Thicket Gathering System
|
Texas
|
100.0%
|
250
|
60
|
–
|
–
|
Central Treating Facility
|
Colorado
|
100.0%
|
–
|
–
|
200
|
–
|
Total
|
19,386
|
22,243
|
2,040
|
14.2
|
(1)
|
Net capacity amounts are based on our ownership interest or contractual right-of-use.
|
(2)
|
Transportation services provided by these pipeline systems, in whole or part, are regulated by both federal and state governmental agencies.
|
(3)
|
Services provided by the White River Hub are regulated by federal governmental agencies.
|
(4)
|
Transportation services provided by these systems are regulated in part by state governmental agencies.
|
(5)
|
This system includes approximately 52 miles of pipeline held under an operating lease.
|
(6)
|
We proportionately consolidate our 80% undivided interest in the Indian Springs Gathering System.
|
• |
The Texas Intrastate System is comprised of the 6,299-mile Enterprise Texas pipeline system and the 617-mile Channel pipeline system. The Texas Intrastate System gathers, transports and stores natural gas from supply basins in Texas including the Permian Basin and Eagle Ford and Barnett Shales for delivery to local gas distribution companies, electric utility plants and industrial and municipal consumers. The system is also connected to regional natural gas processing facilities and other intrastate and interstate pipelines. The Texas Intrastate System serves a number of commercial markets in Texas, including Corpus Christi, San Antonio/Austin, Beaumont/Orange and Houston, including the Houston Ship Channel industrial market.
|
• |
The Acadian Gas System transports, stores and markets natural gas in Louisiana. The Acadian Gas System is comprised of the 582-mile Cypress pipeline, 429-mile Acadian pipeline, 275-mile Haynesville Extension pipeline and 26-mile Enterprise Pelican pipeline. The Acadian Gas System includes a leased underground salt dome natural gas storage cavern located at Napoleonville, Louisiana. The Acadian Gas System links natural gas supplies from Louisiana (e.g., from Haynesville Shale supply basin) and offshore Gulf of Mexico developments with local gas distribution companies, electric utility plants and industrial customers located primarily in the Baton Rouge/New Orleans/Mississippi River corridor.
|
• |
The Jonah Gathering System is located in the Greater Green River Basin of southwest Wyoming. This system gathers natural gas from the Jonah and Pinedale supply fields for delivery to regional natural gas processing facilities, including our Pioneer facility.
|
• |
The Piceance Basin Gathering System gathers natural gas produced from the Piceance Basin in northwestern Colorado to our Meeker natural gas processing facility.
|
• |
The San Juan Gathering System gathers and treats natural gas produced from the San Juan Basin in northern New Mexico and southern Colorado and delivers the natural gas either directly into interstate pipelines (if dry natural gas) or to regional natural gas plants, including our Chaco facility, for further processing (if rich natural gas) prior to being transported on interstate pipelines.
|
• |
The Permian Basin Gathering System is comprised of the 993-mile Carlsbad pipeline system, the 636-mile Waha pipeline system, the 34-mile Orla pipeline system and the 18-mile Mentone pipeline system. The Permian Basin Gathering System gathers natural gas from the Permian Basin for delivery to regional natural gas processing facilities, including our Chaparral, South Eddy, Waha, Mentone and Orla plants, and delivers residue and treated natural gas into our Texas Intrastate System and third party pipelines.
|
• |
The White River Hub is a natural gas hub facility serving producers in the Piceance Basin. The facility enables producers to access six interstate natural gas pipelines and has a gross throughput capacity of 3 Bcf/d of natural gas. Our 50% ownership interest in White River Hub is held indirectly through our equity method investment in White River Hub, LLC.
|
• |
The Haynesville Gathering System consists of the 217-mile State Line gathering system, the 73-mile Southeast Mansfield gathering system, and the 70-mile Southeast Stanley gathering system. The Haynesville Gathering System gathers and treats natural gas produced from the Haynesville and Bossier Shale supply basins and the Cotton Valley and Taylor Sand formations in Louisiana and eastern Texas for delivery to regional markets, including (through an interconnect with the Haynesville Extension pipeline) markets served by our Acadian Gas System.
|
• |
The BTA Gathering System, which is located in East Texas, gathers and treats natural gas from the Haynesville Shale and Bossier, Cotton Valley and Travis Peak formations. This system includes our Fairplay Gathering System.
|
• |
The Indian Springs Gathering System, along with the Big Thicket Gathering System, gather natural gas from the Woodbine, Wilcox and Yegua production areas in East Texas.
|
• |
The Delmita Gathering System gathers natural gas from the Frio-Vicksburg formation in South Texas for delivery to our South Texas natural gas processing facilities.
|
• |
The South Texas Gathering System gathers natural gas from the Olmos and Wilcox formations for delivery into our Texas Intrastate System, which delivers the natural gas to our South Texas natural gas processing facilities.
|
• |
The Old Ocean Pipeline transports natural gas from an injection point on our Texas Intrastate System near Maypearl, Texas for delivery to a pipeline interconnect at Sweeny, Texas. Our 50% ownership interest in the Old Ocean Pipeline is held indirectly through our equity method investment in Old Ocean Pipeline, LLC. A third party serves as operator of the pipeline, which has a gross natural gas transportation capacity of 160 MMcf/d and entered full service in January 2019.
|
• |
The Central Treating Facility is located in Rio Blanco County, Colorado and serves producers in the Piceance Basin. Natural gas delivered to the treating facility is treated to remove impurities and transported to our Meeker gas plant for further processing.
|
• |
propylene production facilities, which include propylene fractionation units and a propane dehydrogenation (“PDH”) facility, approximately 800 miles of pipelines, and related marketing activities;
|
• |
a butane isomerization complex and related deisobutanizer (“DIB”) operations, along with approximately 70 miles of associated pipelines;
|
• |
isobutane dehydrogenation (“iBDH”), octane enhancement and high purity isobutylene (“HPIB”) production facilities;
|
• |
refined products pipelines aggregating approximately 3,300 miles, terminals and related marketing activities;
|
• |
an ethylene export terminal and related operations; and
|
• |
marine transportation.
|
|
Our
|
Net Plant
|
Total Plant
|
|
Ownership
|
Capacity
|
Capacity
|
||
Description of Asset
|
Location
|
Interest
|
(MBPD)
|
(MBPD)
|
Propylene fractionation facilities:
|
||||
Mont Belvieu (six units)
|
Texas
|
Various (1)
|
80
|
93
|
BRPC (one unit)
|
Louisiana
|
30.0% (2)
|
7
|
23
|
Total
|
87
|
116
|
||
PDH facility:
|
||||
Mont Belvieu – PDH 1
|
Texas
|
100.0%
|
25
|
25
|
(1)
|
We proportionately consolidate a 66.7% undivided interest in three of the propylene splitters, which have an aggregate 38 MBPD of total plant capacity. The remaining three propylene fractionation units are wholly owned.
|
(2)
|
Our ownership interest in the BRPC facility is held indirectly through our equity method investment in Baton Rouge Propylene Concentrator LLC (“BRPC”).
|
|
Ownership
|
Length
|
|
Description of Asset
|
Location(s)
|
Interest
|
(Miles)
|
Lou-Tex Propylene Pipeline
|
Texas, Louisiana
|
100.0%
|
263
|
Texas City RGP Gathering System
|
Texas
|
100.0%
|
157
|
North Dean Pipeline System
|
Texas
|
100.0%
|
157
|
Propylene Splitter PGP Distribution System
|
Texas
|
100.0%
|
92
|
Louisiana RGP Gathering System
|
Louisiana
|
100.0%
|
63
|
Lake Charles PGP Pipeline
|
Texas, Louisiana
|
50.0% (1)
|
27
|
La Porte PGP Pipeline
|
Texas
|
80.0% (2)
|
20
|
Sabine Pipeline
|
Texas, Louisiana
|
100.0%
|
15
|
Total
|
794
|
(1)
|
We proportionately consolidate our undivided interest in the Lake Charles PGP Pipeline.
|
(2)
|
We own an 80% consolidated interest in the La Porte PGP Pipeline through our majority owned subsidiaries, La Porte Pipeline Company, L.P. and La Porte Pipeline GP, L.L.C.
|
|
For the Year Ended December 31,
|
|||||||||||
2019
|
2018
|
2017
|
||||||||||
Refined products transportation (MBPD)
|
407
|
456
|
456
|
|||||||||
Petrochemical transportation (MBPD)
|
126
|
148
|
156
|
|||||||||
NGL transportation (MBPD)
|
63
|
71
|
57
|
• |
Our operations along the Gulf Coast, including those at our Mont Belvieu complex, may be affected by weather events such as hurricanes and tropical storms, which generally arise during the summer and fall months.
|
• |
Residential demand for natural gas typically peaks during the winter months in connection with heating needs and during the summer months for power generation for air conditioning. These seasonal trends affect throughput volumes on our natural gas pipelines and associated natural gas storage levels and marketing results.
|
• |
Due to increased demand for fuel additives used in the production of motor gasoline, our isomerization and octane enhancement businesses experience higher levels of demand during the summer driving season, which typically occurs in the spring and summer months. Likewise, shipments of refined products and normal butane experience similar changes in demand due to their use in motor fuels.
|
• |
Extreme temperatures and ice during the winter months can negatively affect our trucking and inland marine operations on the upper Mississippi and Illinois rivers.
|
• |
a substantial portion of our cash flow could be dedicated to the payment of principal and interest on our future debt and may not be available for other purposes, including the payment of distributions on our common units and for capital investments;
|
• |
credit rating agencies may take a negative view of our consolidated debt level;
|
• |
covenants contained in our existing and future credit and debt agreements will require us to continue to meet financial tests that may adversely affect our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;
|
• |
our ability to obtain additional financing, if necessary, for working capital, capital investments, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
|
• |
we may be at a competitive disadvantage relative to similar companies that have less debt; and
|
• |
we may be more vulnerable to adverse economic and industry conditions as a result of our significant debt level.
|
• |
we may be unable to complete construction projects on schedule or at the budgeted cost due to the unavailability of required construction personnel or materials, accidents, weather conditions or an inability to obtain necessary permits;
|
• |
we will not receive any material increase in operating cash flows until the project is completed, even though we may have expended considerable funds during the construction phase, which may be prolonged;
|
• |
we may construct facilities to capture anticipated future production growth in a region in which such growth does not materialize;
|
• |
since we are not engaged in the exploration for and development of crude oil or natural gas reserves, we may not have access to third party estimates of reserves in an area prior to our constructing facilities in the area. As a result, we may construct facilities in an area where the reserves are materially lower than we anticipate;
|
• |
in those situations where we do rely on third party reserve estimates in making a decision to construct assets, these estimates may prove inaccurate;
|
• |
the completion or success of our construction project may depend on the completion of a third party construction project (e.g., a downstream crude oil refinery expansion or construction of a new petrochemical facility) that we do not control and that may be subject to numerous of its own potential risks, delays and complexities; and
|
• |
we may be unable to obtain rights-of-way to construct additional pipelines or the cost to do so may be uneconomical.
|
• |
difficulties in the assimilation of the operations, technologies, services and products of the acquired assets or businesses;
|
• |
establishing the internal controls and procedures we are required to maintain under the Sarbanes-Oxley Act of 2002;
|
• |
managing relationships with new joint venture partners with whom we have not previously partnered;
|
• |
experiencing unforeseen operational interruptions or the loss of key employees, customers or suppliers;
|
• |
inefficiencies and complexities that can arise because of unfamiliarity with new assets and the businesses associated with them, including with their markets; and
|
• |
diversion of the attention of management and other personnel from day-to-day business to the development or acquisition of new businesses and other business opportunities.
|
• |
neither our partnership agreement nor any other agreement requires our general partner or EPCO to pursue a business strategy that favors us;
|
• |
decisions of our general partner regarding the amount and timing of asset purchases and sales, cash expenditures, borrowings, issuances of additional units, and the establishment of additional reserves in any quarter may affect the level of cash available to pay quarterly distributions to our unitholders;
|
• |
under our partnership agreement, our general partner determines which costs incurred by it and its affiliates are reimbursable by us;
|
• |
our general partner is allowed to resolve any conflicts of interest involving us and our general partner and its affiliates, and may take into account the interests of parties other than us, such as EPCO, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders;
|
• |
any resolution of a conflict of interest by our general partner not made in bad faith and that is fair and reasonable to us is binding on the partners and is not a breach of our partnership agreement;
|
• |
affiliates of our general partner may compete with us in certain circumstances;
|
• |
our general partner has limited its liability and reduced its fiduciary duties and has also restricted the remedies available to our unitholders for actions that might, without the limitations, constitute breaches of fiduciary duty. As a result of purchasing our units, you are deemed to consent to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable law;
|
• |
we do not have any employees and we rely solely on employees of EPCO and its affiliates;
|
• |
in some instances, our general partner may cause us to borrow funds in order to permit the payment of distributions;
|
• |
our general partner may cause us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;
|
• |
our general partner intends to limit its liability regarding our contractual and other obligations and, in some circumstances, may be entitled to be indemnified by us;
|
• |
our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates; and
|
• |
our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
|
While we currently believe that our classification as a partnership for federal income tax purposes continues to provide a net benefit for our unitholders, should we continue to see (i) additional publicly traded partnerships elect to be taxed as corporations, which could result in a further decrease in the total market capitalization of the publicly traded partnership sector, (ii) lower demand for equity capital in the publicly traded partnership sector, (iii) the absence of a historic premium in the market valuation of publicly traded partnerships compared to midstream energy companies taxed as corporations (or if we see any discount in the valuation of our partnership compared to such companies), or (iv) a combination thereof that results in a material difference in our cost of capital or limits our access to capital, the board of directors of our general partner may determine it is in our unitholders’ best interest to change our classification as a partnership for federal income tax purposes. Should the general partner recommend that we change our tax classification, such change would be subject to the approval of our common unitholders.
|
Period
|
Total Number
of Units
Purchased
|
Average
Price Paid
per Unit
|
Total
Number
Of Units
Purchased
as Part of
2019 Buyback
Program
|
Remaining
Dollar Amount
of Units
That May
Be Purchased
Under the 2019 Buyback
Program
($ thousands)
|
||||||||||||
2019 Buyback Program: (1)
|
||||||||||||||||
October 2019
|
–
|
$
|
–
|
–
|
$
|
1,923,165
|
||||||||||
November 2019
|
–
|
$
|
–
|
–
|
$
|
1,923,165
|
||||||||||
December 2019
|
–
|
$
|
–
|
–
|
$
|
1,923,165
|
||||||||||
Vesting of phantom unit awards:
|
||||||||||||||||
October 2019
|
–
|
$
|
–
|
n/a
|
n/a
|
|||||||||||
November 2019 (2)
|
25,970
|
$
|
26.26
|
n/a
|
n/a
|
|||||||||||
December 2019 (3)
|
1,811
|
$
|
26.25
|
n/a
|
n/a
|
(1)
|
In January 2019, we announced the 2019 Buyback Program, which authorized the repurchase of up to $2 billion of EPD’s common units. See “Significant Recent Developments” under Part II, Item 7 of this annual report for additional information. Units repurchased under this program during 2019 were cancelled immediately upon acquisition.
|
(2)
|
Of the 76,988 phantom unit awards that vested in November 2019 and converted to common units, 25,970 units were sold back to us by employees to cover related withholding tax requirements. These repurchases are not part of any announced program. We cancelled these units immediately upon acquisition.
|
(3)
|
Of the 7,395 phantom unit awards that vested in December 2019 and converted to common units, 1,811 units were sold back to us by employees to cover related withholding tax requirements. These repurchases are not part of any announced program. We cancelled these units immediately upon acquisition.
|
For the Year Ended December 31,
|
||||||||||||||||||||
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||||||||
Statement of operations data:
|
||||||||||||||||||||
Total revenues
|
$
|
32,789.2
|
$
|
36,534.2
|
$
|
29,241.5
|
$
|
23,022.3
|
$
|
27,027.9
|
||||||||||
Cost of sales
|
22,065.8
|
26,789.8
|
21,487.0
|
15,710.9
|
19,612.9
|
|||||||||||||||
Other costs and expenses
|
5,207.7
|
4,815.8
|
4,251.6
|
4,092.7
|
4,248.4
|
|||||||||||||||
Operating income
|
6,078.7
|
5,408.6
|
3,928.9
|
3,580.7
|
3,540.2
|
|||||||||||||||
Net income
|
4,687.1
|
4,238.5
|
2,855.6
|
2,553.0
|
2,558.4
|
|||||||||||||||
Net income attributable to limited partners
|
4,591.3
|
4,172.4
|
2,799.3
|
2,513.1
|
2,521.2
|
|||||||||||||||
Earnings per unit:
|
||||||||||||||||||||
Basic ($/unit)
|
2.09
|
1.91
|
1.30
|
1.20
|
1.28
|
|||||||||||||||
Diluted ($/unit)
|
2.09
|
1.91
|
1.30
|
1.20
|
1.26
|
|||||||||||||||
Cash distributions per unit with respect to year
|
1.7650
|
1.7250
|
1.6825
|
1.6100
|
1.5300
|
At December 31,
|
||||||||||||||||||||
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||||||||
Balance sheet data:
|
||||||||||||||||||||
Property, plant and equipment, net
|
$
|
41,603.4
|
$
|
38,737.6
|
$
|
35,620.4
|
$
|
33,292.5
|
$
|
32,034.7
|
||||||||||
Total assets
|
61,733.2
|
56,969.8
|
54,418.1
|
52,194.0
|
48,802.2
|
|||||||||||||||
Long-term debt, including current maturities
|
27,625.1
|
26,178.2
|
24,568.7
|
23,697.7
|
22,540.8
|
|||||||||||||||
Total liabilities
|
35,905.7
|
32,677.6
|
31,645.7
|
29,928.0
|
28,301.1
|
|||||||||||||||
Total equity
|
25,827.5
|
24,292.2
|
22,772.4
|
22,266.0
|
20,501.1
|
|||||||||||||||
Limited partner units outstanding (millions)
|
2,189.2
|
2,184.9
|
2,161.1
|
2,117.6
|
2,012.6
|
/d
|
=
|
per day
|
MMBbls
|
=
|
million barrels
|
BBtus
|
=
|
billion British thermal units
|
MMBPD
|
=
|
million barrels per day
|
Bcf
|
=
|
billion cubic feet
|
MMBtus
|
=
|
million British thermal units
|
BPD
|
=
|
barrels per day
|
MMcf
|
=
|
million cubic feet
|
MBPD
|
=
|
thousand barrels per day
|
TBtus
|
=
|
trillion British thermal units
|
• |
The Permian Basin in West Texas and southeastern New Mexico has experienced the largest increase in production in the country. According to the December 2019 EIA Drilling Productivity Report (“2019 EIA Report”), production in the Permian Basin was 4.7 MMBPD of crude oil and 16.3 Bcf/d of natural gas in November 2019. The basin continues to have many advantages relative to other producing regions, including up to 10 or more stacked pay zones, light sweet crude oil and significant infrastructure. With 405 drilling rigs working in the Permian Basin as of December 2019 (as reported by Baker Hughes), and major oil companies such as Exxon and Chevron focused on developing their presence in the basin, we expect production to continue to grow.
|
• |
In the Eagle Ford Shale (“Eagle Ford”), crude oil and natural gas production for 2019 was essentially the same as that for 2018. According to the 2019 EIA Report, production in the Eagle Ford was 1.4 MMBPD of crude oil and 6.9 Bcf/d of natural gas in November 2019. The number of drilling rigs working in the Eagle Ford (as reported by Baker Hughes) decreased from 80 at the beginning of 2019 to 67 in December 2019; however, it appears that the rig count has stabilized as we enter 2020.
|
• |
With respect to the Haynesville Shale (“Haynesville”), natural gas production is increasing due to higher rig counts and improved drilling efficiencies. As reported by Baker Hughes, the number of gas drilling rigs working in the Haynesville has increased from a low of 11 rigs in 2016 to an average of 52 rigs in 2019. Like the Eagle Ford, we saw several significant changes in the ownership of producing properties in 2019, which contributed to increased drilling activity in the region by the new owners. According to the 2019 EIA Report, natural gas production in the Haynesville reached record levels in 2019, with production increasing to approximately 12.3 Bcf/d in November 2019. Assuming supportive natural gas prices, we believe these trends will continue.
|
• |
In the Rocky Mountain region, rig counts (as reported by Baker Hughes) in the Piceance and San Juan basins and also in the Jonah field were essentially flat in 2019 when compared to 2018; however, the predominant producer in the Pinedale field suspended drilling in 2019 due to low commodity prices. As we move into 2020, we expect that Piceance, San Juan and Jonah producers will continue a modest level of conventional drilling with certain developments showing encouraging long-term trends. In the Piceance Basin, operators have drilled several horizontal wells in the Williams Fork formation and obtained permits for deeper wells in the Mancos Shale. In the San Juan Basin, operators continue to drill horizontal wells in both the crude oil and natural gas horizons of the Mancos Shale. In the Jonah field, producers saw positive results from recent horizontal well tests and plan to continue these efforts into 2020.
|
|
Polymer
|
Refinery
|
Indicative Gas
|
||||||
Natural
|
Normal
|
Natural
|
Grade
|
Grade
|
Processing
|
||||
Gas,
|
Ethane,
|
Propane,
|
Butane,
|
Isobutane,
|
Gasoline,
|
Propylene,
|
Propylene,
|
Gross Spread
|
|
$/MMBtu
|
$/gallon
|
$/gallon
|
$/gallon
|
$/gallon
|
$/gallon
|
$/pound
|
$/pound
|
$/gallon
|
|
(1)
|
(2)
|
(2)
|
(2)
|
(2)
|
(2)
|
(3)
|
(3)
|
(4)
|
|
2018 by quarter:
|
|||||||||
1st Quarter
|
$3.01
|
$0.25
|
$0.85
|
$0.96
|
$1.00
|
$1.41
|
$0.53
|
$0.33
|
$0.40
|
2nd Quarter
|
$2.80
|
$0.29
|
$0.87
|
$1.00
|
$1.20
|
$1.53
|
$0.52
|
$0.37
|
$0.47
|
3rd Quarter
|
$2.91
|
$0.43
|
$0.99
|
$1.21
|
$1.25
|
$1.54
|
$0.60
|
$0.45
|
$0.58
|
4th Quarter
|
$3.65
|
$0.35
|
$0.79
|
$0.91
|
$0.94
|
$1.22
|
$0.51
|
$0.35
|
$0.34
|
2018 Averages
|
$3.09
|
$0.33
|
$0.88
|
$1.02
|
$1.10
|
$1.43
|
$0.54
|
$0.38
|
$0.45
|
2019 by quarter:
|
|||||||||
1st Quarter
|
$3.15
|
$0.30
|
$0.67
|
$0.82
|
$0.85
|
$1.16
|
$0.38
|
$0.24
|
$0.31
|
2nd Quarter
|
$2.64
|
$0.21
|
$0.55
|
$0.63
|
$0.65
|
$1.21
|
$0.37
|
$0.24
|
$0.25
|
3rd Quarter
|
$2.23
|
$0.17
|
$0.44
|
$0.51
|
$0.66
|
$1.06
|
$0.38
|
$0.23
|
$0.21
|
4th Quarter
|
$2.50
|
$0.19
|
$0.50
|
$0.68
|
$0.82
|
$1.20
|
$0.35
|
$0.21
|
$0.25
|
2019 Averages
|
$2.63
|
$0.22
|
$0.54
|
$0.66
|
$0.75
|
$1.16
|
$0.37
|
$0.23
|
$0.26
|
(1)
|
Natural gas prices are based on Henry-Hub Inside FERC commercial index prices as reported by Platts, which is a division of McGraw Hill Financial, Inc.
|
(2)
|
NGL prices for ethane, propane, normal butane, isobutane and natural gasoline are based on Mont Belvieu Non-TET commercial index prices as reported by Oil Price Information Service.
|
(3)
|
Polymer grade propylene prices represent average contract pricing for such product as reported by IHS Chemical, a division of IHS Inc. (“IHS Chemical”). Refinery grade propylene prices represent weighted-average spot prices for such product as reported by IHS Chemical.
|
(4)
|
The “Indicative Gas Processing Gross Spread” represents a generic estimate of the gross economic benefit from extracting NGLs from natural gas production based on certain pricing assumptions. Specifically, it is the amount by which the assumed economic value of a composite gallon of NGLs at Mont Belvieu, Texas exceeds the value of the equivalent amount of energy in natural gas at Henry Hub, Louisiana (as presented in the table above). The indicative spread does not consider the operating costs incurred by a natural gas processing facility to extract the NGLs nor the transportation and fractionation costs to deliver the NGLs to market. In addition, the actual gas processing spread earned at each plant is determined by regional pricing and extraction dynamics. As presented in the table above, the indicative spread assumes that a gallon of NGLs is comprised of 47% ethane, 28% propane, 9% normal butane, 6% isobutane and 10% natural gasoline. The value of an equivalent amount of energy in natural gas to one gallon of NGLs is assumed to be 8.4% of the price of a MMBtu of natural gas at Henry Hub.
|
|
WTI
|
Midland
|
Houston
|
LLS
|
Crude Oil,
|
Crude Oil,
|
Crude Oil
|
Crude Oil,
|
|
$/barrel
|
$/barrel
|
$/barrel
|
$/barrel
|
|
(1)
|
(2)
|
(2)
|
(3)
|
|
2018 by quarter:
|
||||
1st Quarter
|
$62.87
|
$62.51
|
$65.47
|
$65.79
|
2nd Quarter
|
$67.88
|
$59.93
|
$72.38
|
$72.97
|
3rd Quarter
|
$69.50
|
$55.28
|
$73.67
|
$74.28
|
4th Quarter
|
$58.81
|
$53.64
|
$66.34
|
$66.20
|
2018 Averages
|
$64.77
|
$57.84
|
$69.47
|
$69.81
|
2019 by quarter:
|
||||
1st Quarter
|
$54.90
|
$53.70
|
$61.19
|
$62.35
|
2nd Quarter
|
$59.81
|
$57.62
|
$66.47
|
$67.07
|
3rd Quarter
|
$56.45
|
$56.12
|
$59.75
|
$60.64
|
4th Quarter
|
$56.96
|
$57.80
|
$60.04
|
$60.76
|
2019 Averages
|
$57.03
|
$56.31
|
$61.86
|
$62.71
|
(1)
|
WTI prices are based on commercial index prices at Cushing, Oklahoma as measured by the NYMEX.
|
(2)
|
Midland and Houston crude oil prices are based on commercial index prices as reported by Argus.
|
(3)
|
Light Louisiana Sweet (“LLS”) prices are based on commercial index prices as reported by Platts.
|
For the Year Ended
December 31,
|
||||||||
|
2019
|
2018
|
||||||
Revenues
|
$
|
32,789.2
|
$
|
36,534.2
|
||||
Costs and expenses:
|
||||||||
Operating costs and expenses:
|
||||||||
Cost of sales
|
22,065.8
|
26,789.8
|
||||||
Other operating costs and expenses
|
3,020.7
|
2,898.7
|
||||||
Depreciation, amortization and accretion expenses
|
1,848.3
|
1,687.0
|
||||||
Net gains attributable to asset sales
|
(5.7
|
)
|
(28.7
|
)
|
||||
Asset impairment and related charges
|
132.7
|
50.5
|
||||||
Total operating costs and expenses
|
27,061.8
|
31,397.3
|
||||||
General and administrative costs
|
211.7
|
208.3
|
||||||
Total costs and expenses
|
27,273.5
|
31,605.6
|
||||||
Equity in income of unconsolidated affiliates
|
563.0
|
480.0
|
||||||
Operating income
|
6,078.7
|
5,408.6
|
||||||
Interest expense
|
(1,243.0
|
)
|
(1,096.7
|
)
|
||||
Change in fair value of Liquidity Option
|
(119.6
|
)
|
(56.1
|
)
|
||||
Other, net
|
16.6
|
43.0
|
||||||
Provision for income taxes
|
(45.6
|
)
|
(60.3
|
)
|
||||
Net income
|
4,687.1
|
4,238.5
|
||||||
Net income attributable to noncontrolling interests
|
(95.8
|
)
|
(66.1
|
)
|
||||
Net income attributable to limited partners
|
$
|
4,591.3
|
$
|
4,172.4
|
For the Year Ended
December 31,
|
||||||||
|
2019
|
2018
|
||||||
NGL Pipelines & Services:
|
||||||||
Sales of NGLs and related products
|
$
|
10,934.3
|
$
|
12,920.9
|
||||
Midstream services
|
2,536.4
|
2,728.0
|
||||||
Total
|
13,470.7
|
15,648.9
|
||||||
Crude Oil Pipelines & Services:
|
||||||||
Sales of crude oil
|
9,007.8
|
10,001.2
|
||||||
Midstream services
|
1,279.5
|
1,041.4
|
||||||
Total
|
10,287.3
|
11,042.6
|
||||||
Natural Gas Pipelines & Services:
|
||||||||
Sales of natural gas
|
2,075.4
|
2,411.7
|
||||||
Midstream services
|
1,094.0
|
1,042.7
|
||||||
Total
|
3,169.4
|
3,454.4
|
||||||
Petrochemical & Refined Products Services:
|
||||||||
Sales of petrochemicals and refined products
|
4,985.2
|
5,535.4
|
||||||
Midstream services
|
876.6
|
852.9
|
||||||
Total
|
5,861.8
|
6,388.3
|
||||||
Total consolidated revenues
|
$
|
32,789.2
|
$
|
36,534.2
|
For the Year Ended
December 31,
|
||||||||
|
2019
|
2018
|
||||||
Interest charged on debt principal outstanding
|
$
|
1,251.6
|
$
|
1,195.4
|
||||
Impact of interest rate hedging program, including related amortization (1)
|
107.4
|
8.1
|
||||||
Interest costs capitalized in connection with construction projects (2)
|
(143.8
|
)
|
(147.9
|
)
|
||||
Other (3)
|
27.8
|
41.1
|
||||||
Total
|
$
|
1,243.0
|
$
|
1,096.7
|
(1)
|
Amounts presented for 2019 and 2018 includes $23.1 million and $29.4 million, respectively, of swaption premium income. See discussion below for information regarding an unrealized $94.9 million loss recorded in 2019 related to forward-starting interest rate swaps.
|
(2)
|
We capitalize interest costs incurred on funds used to construct property, plant and equipment while the asset is in its construction phase. Capitalized interest amounts become part of the historical cost of an asset and are charged to earnings (as a component of depreciation expense) on a straight-line basis over the estimated useful life of the asset once the asset enters its intended service. When capitalized interest is recorded, it reduces interest expense from what it would be otherwise. Capitalized interest amounts fluctuate based on the timing of when projects are placed into service, our capital investment levels and the interest rates charged on borrowings.
|
(3)
|
Primarily reflects facility commitment fees charged in connection with our revolving credit facilities and amortization of debt issuance costs. Amount presented for 2018 includes $14.2 million of debt issuance costs that were written off in connection with the redemption of junior subordinated notes.
|
For the Year Ended
December 31,
|
||||||||
|
2019
|
2018
|
||||||
Gross operating margin by segment:
|
||||||||
NGL Pipelines & Services
|
$
|
4,069.8
|
$
|
3,830.7
|
||||
Crude Oil Pipelines & Services
|
2,087.8
|
1,511.3
|
||||||
Natural Gas Pipelines & Services
|
1,062.6
|
891.2
|
||||||
Petrochemical & Refined Products Services
|
1,069.6
|
1,057.8
|
||||||
Total segment gross operating margin (1)
|
8,289.8
|
7,291.0
|
||||||
Net adjustment for shipper make-up rights
|
(24.1
|
)
|
34.7
|
|||||
Total gross operating margin (non-GAAP)
|
$
|
8,265.7
|
$
|
7,325.7
|
(1)
|
Within the context of this table, total segment gross operating margin represents a subtotal and corresponds to measures similarly titled within our business segment disclosures found under Note 10 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report.
|
For the Year Ended
December 31,
|
||||||||
2019
|
2018
|
|||||||
Operating income
|
$
|
6,078.7
|
$
|
5,408.6
|
||||
Adjustments to reconcile operating income to total gross operating margin
(addition or subtraction indicated by sign):
|
||||||||
Depreciation, amortization and accretion expense in operating costs and expenses
|
1,848.3
|
1,687.0
|
||||||
Asset impairment and related charges in operating costs and expenses
|
132.7
|
50.5
|
||||||
Net gains attributable to asset sales in operating costs and expenses
|
(5.7
|
)
|
(28.7
|
)
|
||||
General and administrative costs
|
211.7
|
208.3
|
||||||
Total gross operating margin (non-GAAP)
|
$
|
8,265.7
|
$
|
7,325.7
|
For the Year Ended
December 31,
|
||||||||
|
2019
|
2018
|
||||||
Segment gross operating margin:
|
||||||||
Natural gas processing and related NGL marketing activities
|
$
|
1,159.7
|
$
|
1,240.1
|
||||
NGL pipelines, storage and terminals
|
2,402.2
|
2,048.3
|
||||||
NGL fractionation
|
507.9
|
542.3
|
||||||
Total
|
$
|
4,069.8
|
$
|
3,830.7
|
||||
Selected volumetric data:
|
||||||||
NGL pipeline transportation volumes (MBPD)
|
3,615
|
3,461
|
||||||
NGL marine terminal volumes (MBPD)
|
626
|
593
|
||||||
NGL fractionation volumes (MBPD)
|
1,017
|
945
|
||||||
Equity NGL production (MBPD) (1)
|
144
|
155
|
||||||
Fee-based natural gas processing (MMcf/d) (2)
|
5,282
|
4,831
|
(1)
|
Represents the NGL volumes we earn and take title to in connection with our processing activities.
|
(2)
|
Volumes reported correspond to the revenue streams earned by our natural gas processing facilities.
|
For the Year Ended
December 31,
|
||||||||
|
2019
|
2018
|
||||||
Segment gross operating margin:
|
||||||||
Midland-to-ECHO System:
|
||||||||
Midland-to-ECHO 1 pipeline and related business activities, excluding associated
non-cash mark-to-market results
|
$
|
363.1
|
$
|
349.3
|
||||
Non-cash mark-to-market gain (loss) attributable to the Midland-to-ECHO 1 pipeline
|
88.4
|
(44.6
|
)
|
|||||
Total Midland-to-ECHO 1 pipeline and related business activities
|
451.5
|
304.7
|
||||||
Midland-to-ECHO 2 pipeline
|
99.9
|
–
|
||||||
Total Midland-to-ECHO System
|
551.4
|
304.7
|
||||||
Other crude oil pipelines, terminals and related marketing results
|
1,536.4
|
1,206.6
|
||||||
Total
|
$
|
2,087.8
|
$
|
1,511.3
|
||||
Selected volumetric data:
|
||||||||
Crude oil pipeline transportation volumes (MBPD)
|
2,304
|
2,000
|
||||||
Crude oil marine terminal volumes (MBPD)
|
964
|
684
|
For the Year Ended
December 31,
|
||||||||
|
2019
|
2018
|
||||||
Segment gross operating margin
|
$
|
1,062.6
|
$
|
891.2
|
||||
Natural gas pipeline transportation volumes (BBtus/d)
|
14,198
|
13,727
|
For the Year Ended
December 31,
|
||||||||
|
2019
|
2018
|
||||||
Segment gross operating margin:
|
||||||||
Propylene production and related activities
|
$
|
445.1
|
$
|
462.6
|
||||
Butane isomerization and related operations
|
79.9
|
93.4
|
||||||
Octane enhancement and related plant operations
|
166.0
|
154.1
|
||||||
Refined products pipelines and related activities
|
330.8
|
320.3
|
||||||
Marine transportation and other services
|
47.8
|
27.4
|
||||||
Total
|
$
|
1,069.6
|
$
|
1,057.8
|
||||
|
||||||||
Selected volumetric data:
|
||||||||
Propylene production volumes (MBPD)
|
97
|
98
|
||||||
Butane isomerization volumes (MBPD)
|
109
|
107
|
||||||
Standalone DIB processing volumes (MBPD)
|
99
|
89
|
||||||
Octane additive and related plant production volumes (MBPD)
|
25
|
28
|
||||||
Pipeline transportation volumes, primarily refined products & petrochemicals (MBPD)
|
739
|
821
|
||||||
Refined products and petrochemical marine terminal volumes (MBPD)
|
325
|
353
|
|
Scheduled Maturities of Debt
|
|||||||||||||||||||||||||||
|
Total
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
|||||||||||||||||||||
Principal amount of senior and junior debt obligations at December 31, 2019
|
$
|
27,878.4
|
$
|
1,982.0
|
$
|
1,325.0
|
$
|
1,400.0
|
$
|
1,250.0
|
$
|
850.0
|
$
|
21,071.4
|
Number of
Common
Units Issued
|
Net Cash
Proceeds
Received
|
|||||||
Year Ended December 31, 2018:
|
||||||||
Common units issued in connection with DRIP and EUPP
|
19,861,951
|
$
|
538.4
|
|||||
Year Ended December 31, 2019:
|
||||||||
Common units issued in connection with DRIP and EUPP (1)
|
2,897,990
|
$
|
82.2
|
(1)
|
The decrease in net cash proceeds from the DRIP and EUPP between 2018 and 2019 is primarily due to (i) lower reinvestments by privately held affiliates of EPCO in 2019, (ii) lower levels of reinvestment by participants due to a reduction in the DRIP discount from 2.5% to 0% beginning with the distribution paid in February 2019 and (iii) the election to satisfy delivery obligations under the DRIP and EUPP using common units purchased on the open market, rather than issuing new common units, beginning with the distribution paid in August 2019.
|
For the Year Ended
December 31,
|
||||||||
2019
|
2018
|
|||||||
Net cash flows provided by operating activities
|
$
|
6,520.5
|
$
|
6,126.3
|
||||
Cash used in investing activities
|
4,575.5
|
4,281.6
|
||||||
Cash used in financing activities
|
1,945.1
|
1,504.9
|
• |
a $779.2 million year-to-year increase resulting from higher partnership earnings in 2019 when compared to 2018 (determined by adjusting our $448.6 million year-to-year increase in net income for changes in the non-cash items identified on our Statements of Consolidated Cash Flows); and
|
• |
an $88.6 million year-to-year increase in cash distributions received on earnings from unconsolidated affiliates primarily due to investments in crude oil pipeline businesses; partially offset by
|
• |
a $473.6 million year-to-year decrease primarily due to the timing of cash receipts and payments related to operations.
|
• |
a $308.5 million year-to-year increase in expenditures for consolidated property, plant and equipment (see “Capital Investments” within this Part II, Item 7 for additional information); and
|
• |
a $140.6 million year-to-year decrease in proceeds from asset sales primarily due to the sale of our former Red River System in October 2018 for $134.9 million; partially offset by
|
• |
a $150.6 million year-to-year decrease in net cash used for business combinations. We acquired a 50% equity interest in Delaware Processing in March 2018 for $150.6 million.
|
• |
a $456.2 million year-to-year decrease in net cash proceeds from the issuance of common units in connection with the DRIP and EUPP. As noted previously, EPD announced in July 2019 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. Prior to this change, EPD issued an aggregate 2,897,990 common units, which generated $82.2 million of net cash proceeds, in connection with the DRIP and EUPP in 2019. This compares to an aggregate 19,861,951 common units, which generated $538.4 million of net cash proceeds, issued under these plans in 2018;
|
• |
a net $175.5 million year-to-year decrease in net cash inflows from debt. During 2019, we issued $2.5 billion aggregate principal amount of senior notes, partially offset by the repayment or repurchase of $1.52 billion principal amount of senior and junior subordinated notes. During 2018, we issued $5.7 billion aggregate principal amount of senior and junior subordinated notes, partially offset by the repayment of $2.3 billion in principal amount of such notes. In addition, net issuances of short term notes under EPO’s commercial paper program were $481.8 million in 2019 compared to net repayments of $1.75 billion in 2018;
|
• |
a $112.9 million year-to-year increase in cash distributions paid to limited partners primarily due to an increase in the quarterly cash distribution rate per unit; and
|
• |
a $50.3 million year-to-year increase in cash used to acquire common units under our buyback programs; partially offset by
|
• |
a $394.7 million year-to-year increase in cash contributions from noncontrolling interests. In July 2019, Altus acquired a 33% equity interest in our consolidated subsidiary that owns Shin Oak for $440.7 million. In June 2019, an affiliate of American Midstream, LP acquired a 25% equity interest in our consolidated subsidiary that owns the Pascagoula natural gas processing facility for $36.0 million in cash. In June 2018, WES acquired a 20% equity interest in our consolidated subsidiary that owns a majority of the Midland-to-ECHO 1 pipeline for $189.6 million in cash. In addition, cash contributions from noncontrolling interests in connection with the construction of our ethylene export facility increased $43.5 million year-to-year.
|
For the Year Ended
December 31,
|
||||||||
2019
|
2018
|
|||||||
Net income attributable to limited partners (GAAP) (1)
|
$
|
4,591.3
|
$
|
4,172.4
|
||||
Adjustments to net income attributable to limited partners to derive DCF
(addition or subtraction indicated by sign):
|
||||||||
Depreciation, amortization and accretion expenses
|
1,949.3
|
1,791.6
|
||||||
Cash distributions received from unconsolidated affiliates (2)
|
631.3
|
529.4
|
||||||
Equity in income of unconsolidated affiliates
|
(563.0
|
)
|
(480.0
|
)
|
||||
Asset impairment and related charges
|
132.8
|
50.5
|
||||||
Change in fair market value of derivative instruments
|
27.2
|
17.8
|
||||||
Change in fair value of Liquidity Option
|
119.6
|
56.1
|
||||||
Gain on step acquisition of unconsolidated affiliate
|
–
|
(39.4
|
)
|
|||||
Sustaining capital expenditures (3)
|
(325.2
|
)
|
(320.9
|
)
|
||||
Other, net
|
40.0
|
28.6
|
||||||
Subtotal DCF, before proceeds from asset sales and monetization of interest rate derivative
instruments accounted for as cash flow hedges
|
6,603.3
|
5,806.1
|
||||||
Proceeds from asset sales
|
20.6
|
161.2
|
||||||
Monetization of interest rate derivative instruments accounted for as cash flow hedges
|
–
|
22.1
|
||||||
DCF (non-GAAP)
|
$
|
6,623.9
|
$
|
5,989.4
|
||||
|
||||||||
Cash distributions paid to limited partners with respect to period
|
$
|
3,887.0
|
$
|
3,777.1
|
||||
|
||||||||
Cash distribution per unit declared by Enterprise GP with respect to period (4)
|
$
|
1.7650
|
$
|
1.7250
|
||||
|
||||||||
Total DCF retained by partnership with respect to period (5)
|
$
|
2,736.9
|
$
|
2,212.3
|
||||
|
||||||||
Distribution coverage ratio (6)
|
1.70
|
x
|
1.59
|
x
|
(1)
|
For a discussion of the primary drivers of changes in our comparative income statement amounts, see “Income Statement Highlights” within this Part II, Item 7.
|
(2)
|
Reflects both distributions received on earnings from unconsolidated affiliates and those attributable to a return of capital from unconsolidated affiliates.
|
(3)
|
Sustaining capital expenditures include cash payments and accruals applicable to the period.
|
(4)
|
See Note 8 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report for additional information regarding our quarterly cash distributions declared with respect to the years indicated.
|
(5)
|
At the sole discretion of Enterprise GP, cash retained by the partnership with respect to each of these periods was primarily reinvested in growth capital projects. This retainage of cash substantially reduced our reliance on the equity capital markets to fund such expenditures.
|
(6)
|
Distribution coverage ratio is determined by dividing DCF by total cash distributions paid to limited partners and in connection with distribution equivalent rights with respect to the period.
|
For the Year Ended
December 31,
|
||||||||
2019
|
2018
|
|||||||
Net cash flows provided by operating activities (GAAP)
|
$
|
6,520.5
|
$
|
6,126.3
|
||||
Adjustments to reconcile net cash flows provided by operating activities to DCF (addition or subtraction indicated by sign):
|
||||||||
Net effect of changes in operating accounts
|
457.4
|
(16.2
|
)
|
|||||
Sustaining capital expenditures
|
(325.2
|
)
|
(320.9
|
)
|
||||
Distributions received for return of capital from unconsolidated affiliates
|
63.3
|
50.0
|
||||||
Proceeds from asset sales
|
20.6
|
161.2
|
||||||
Net income attributable to noncontrolling interest
|
(95.8
|
)
|
(66.1
|
)
|
||||
Monetization of interest rate derivative instruments accounted for as cash flow hedges
|
–
|
22.1
|
||||||
Other, net
|
(16.9
|
)
|
33.0
|
|||||
DCF (non-GAAP)
|
$
|
6,623.9
|
$
|
5,989.4
|
For the Year Ended
December 31,
|
||||||||
2019
|
2018
|
|||||||
Net cash flows provided by operating activities (GAAP)
|
$
|
6,520.5
|
$
|
6,126.3
|
||||
Adjustments to net cash flows provided by operating activities to derive FCF
(addition or subtraction indicated by sign):
|
||||||||
Cash used in investing activities
|
(4,575.5
|
)
|
(4,281.6
|
)
|
||||
Cash contributions from noncontrolling interests
|
632.8
|
238.1
|
||||||
Cash distributions paid to noncontrolling interests
|
(106.2
|
)
|
(81.6
|
)
|
||||
FCF (non-GAAP)
|
$
|
2,471.6
|
$
|
2,001.2
|
• |
two NGL fractionators in Chambers County, Texas (“Frac X,” first quarter of 2020; “Frac XI,” third quarter of 2020),
|
• |
expansion of our Texas Express Pipeline and Front Range Pipeline (second quarter of 2020):
|
• |
the Midland-to-ECHO 3 pipeline (third through fourth quarters of 2020),
|
• |
expansion of our natural gas pipelines in northeast Texas in support of our Carthage natural gas processing facility (third quarter of 2020),
|
• |
completion of the Baymark ethylene pipeline in South Texas (fourth quarter of 2020),
|
• |
an eighth deep-water ship dock at EHT for loading crude oil (fourth quarter of 2020),
|
• |
expansion of our ethylene export capabilities at Morgan’s Point (fourth quarter of 2020),
|
• |
our Midland-to-ECHO 4 pipeline (second quarter of 2021),
|
• |
expansion of our LPG and PGP export capabilities at EHT (second half of 2021),
|
• |
expansion and extension of Acadian Gas System (Gillis Lateral and related projects) (third quarter of 2021),
|
• |
addition of incremental capacity at our isomerization facility (first quarter of 2022),
|
• |
construction of our PDH 2 facility (first quarter of 2023).
|
For the Year Ended
December 31,
|
||||||||
2019
|
2018
|
|||||||
Capital investments for property, plant and equipment: (1)
|
||||||||
Growth capital projects (2)
|
$
|
4,208.1
|
$
|
3,902.3
|
||||
Sustaining capital projects (3)
|
323.6
|
320.9
|
||||||
Total
|
$
|
4,531.7
|
$
|
4,223.2
|
||||
Cash used for business combinations, net
|
$
|
–
|
$
|
150.6
|
||||
Investments in unconsolidated affiliates
|
$
|
111.6
|
$
|
113.6
|
(1)
|
Growth and sustaining capital amounts presented in the table above are presented on a cash basis.
|
(2)
|
Growth capital projects either (a) result in new sources of cash flow due to enhancements of or additions to existing assets (e.g., additional revenue streams, cost savings resulting from debottlenecking of a facility, etc.) or (b) expand our asset base through construction of new facilities that will generate additional revenue streams and cash flows.
|
(3)
|
Sustaining capital expenditures are capital expenditures (as defined by GAAP) resulting from improvements to existing assets. Such expenditures serve to maintain existing operations but do not generate additional revenues or result in significant cost savings.
|
|
Payment or Settlement due by Period
|
|||||||||||||||||||
In less than
|
In 1-3
|
In 4-5
|
More than
|
|||||||||||||||||
Contractual Obligations
|
Total
|
1 year
|
years
|
years
|
5 years
|
|||||||||||||||
Scheduled maturities of debt obligations (1)
|
$
|
27,878.4
|
$
|
1,982.0
|
$
|
2,725.0
|
$
|
2,100.0
|
$
|
21,071.4
|
||||||||||
Estimated cash payments for interest (2)
|
26,264.5
|
1,224.7
|
2,255.2
|
2,084.1
|
20,700.5
|
|||||||||||||||
Operating lease obligations (3)
|
271.2
|
45.2
|
68.7
|
35.9
|
121.4
|
|||||||||||||||
Purchase obligations:
|
||||||||||||||||||||
Product purchase commitments (4)
|
20,574.0
|
2,798.0
|
5,274.1
|
4,228.2
|
8,273.7
|
|||||||||||||||
Service payment commitments (4,5)
|
335.7
|
66.6
|
117.4
|
57.8
|
93.9
|
|||||||||||||||
Capital expenditure commitments (6)
|
45.8
|
45.8
|
–
|
–
|
–
|
|||||||||||||||
Other long-term liabilities (7)
|
860.8
|
–
|
76.8
|
45.8
|
738.2
|
|||||||||||||||
Total contractual payment obligations
|
$
|
76,230.4
|
$
|
6,162.3
|
$
|
10,517.2
|
$
|
8,551.8
|
$
|
50,999.1
|
(1)
|
Represents scheduled future maturities of our current and long-term debt principal obligations. For information regarding our consolidated debt obligations, see Note 7 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report.
|
(2)
|
Estimated cash payments for interest are based on the principal amount of our consolidated debt obligations outstanding at December 31, 2019, the contractually scheduled maturities of such balances, and the applicable interest rates. Our estimated cash payments for interest are influenced by the long-term maturities of our $2.65 billion in junior subordinated notes (due June 2067 through February 2078). The estimated cash payments assume that (i) the junior subordinated notes are not repaid prior to their respective maturity dates and (ii) the amount of interest paid on the junior subordinated notes is based on either (a) the current fixed interest rate charged or (b) the weighted-average variable rate paid in 2019, as applicable, for each note through the respective maturity date.
|
(3)
|
Primarily represents (i) land held pursuant to property leases, (ii) the lease of underground storage caverns for natural gas and NGLs, (iii) the lease of transportation equipment used in our operations and (iv) office space leased from affiliates of EPCO.
|
(4)
|
Represents enforceable and legally binding agreements to purchase goods or services as of December 31, 2019. The estimated payment obligations are based on contractual prices in effect at December 31, 2019 applied to all future volume commitments. Actual future payment obligations may vary depending on prices at the time of delivery.
|
(5)
|
Primarily represents our unconditional payment obligations under firm pipeline transportation contracts.
|
(6)
|
Represents unconditional payment obligations for services to be rendered or products to be delivered in connection with our capital expenditures, including our share of the capital expenditures of unconsolidated affiliates.
|
(7)
|
Primarily represents the Liquidity Option liability, the noncurrent portion of asset retirement obligations and deferred revenues. We expect that the Liquidity Option will be replaced with a long-term deferred tax liability of similar amount upon exercise of the Liquidity Option. For a discussion of the Liquidity Option and the effects of the option exercise, see Note 17 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report.
|
• |
the derivative instrument functions effectively as a hedge of the underlying risk;
|
• |
the derivative instrument is not closed out in advance of its expected term; and
|
• |
the hedged forecasted transaction occurs within the expected time period.
|
|
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 (Bcf)
|
3.9
|
n/a
|
Cash flow hedge
|
||||
Forecasted sales of NGLs (MMBbls)
|
0.8
|
n/a
|
Cash flow hedge
|
||||
Octane enhancement:
|
|||||||
Forecasted purchase of NGLs (MMBbls)
|
0.6
|
n/a
|
Cash flow hedge
|
||||
Forecasted sales of octane enhancement products (MMBbls)
|
11.2
|
0.1
|
Cash flow hedge
|
||||
Natural gas marketing:
|
|
|
|
|
|
||
Forecasted purchases of natural gas (Bcf)
|
1.1
|
n/a
|
Cash flow hedge
|
||||
Natural gas storage inventory management activities (Bcf)
|
|
3.0
|
|
|
n/a
|
|
Fair value hedge
|
NGL marketing:
|
|
|
|
|
|
||
Forecasted purchases of NGLs and related hydrocarbon products (MMBbls)
|
|
103.5
|
|
|
n/a
|
|
Cash flow hedge
|
Forecasted sales of NGLs and related hydrocarbon products (MMBbls)
|
|
128.1
|
|
|
n/a
|
|
Cash flow hedge
|
NGLs inventory management activities (MMBbls)
|
0.5
|
n/a
|
Fair value hedge
|
||||
Refined products marketing:
|
|
|
|
|
|
||
Forecasted purchases of refined products (MMBbls)
|
|
0.2
|
|
|
n/a
|
|
Cash flow hedge
|
Forecasted sales of refined products (MMBbls)
|
|
0.2
|
|
|
n/a
|
|
Cash flow hedge
|
Crude oil marketing:
|
|
|
|
|
|
||
Forecasted purchases of crude oil (MMBbls)
|
|
15.3
|
|
|
n/a
|
|
Cash flow hedge
|
Forecasted sales of crude oil (MMBbls)
|
|
19.9
|
|
|
n/a
|
|
Cash flow hedge
|
Propylene marketing:
|
|||||||
Forecasted sales of NGLs for propylene marketing activities (MMBbls)
|
0.5
|
n/a
|
Cash flow hedge
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||
Natural gas risk management activities (Bcf) (3)
|
|
52.3
|
|
|
0.2
|
|
Mark-to-market
|
NGL risk management activities (MMBbls) (3)
|
6.5
|
n/a
|
Mark-to-market
|
||||
Refined products risk management activities (MMBbls) (3)
|
9.4
|
n/a
|
Mark-to-market
|
||||
Crude oil risk management activities (MMBbls) (3)
|
|
27.3
|
|
|
11.0
|
|
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 January 2021, April 2020 and December 2022, respectively.
|
(3)
|
Reflects the use of derivative instruments to manage risks associated with transportation, processing and storage assets.
|
|
|
Portfolio Fair Value at
|
|||||||||||
Scenario
|
Resulting
Classification
|
December 31,
2018
|
December 31,
2019
|
January 31,
2020
|
|||||||||
Fair value assuming no change in underlying commodity prices
|
Asset (Liability)
|
$
|
7.8
|
$
|
1.1
|
$
|
(16.8
|
)
|
|||||
Fair value assuming 10% increase in underlying commodity prices
|
Asset (Liability)
|
8.0
|
(4.3
|
)
|
(25.8
|
)
|
|||||||
Fair value assuming 10% decrease in underlying commodity prices
|
Asset (Liability)
|
7.7
|
6.6
|
(7.8
|
)
|
|
|
Portfolio Fair Value at
|
|||||||||||
Scenario
|
Resulting
Classification
|
December 31,
2018
|
December 31,
2019
|
January 31,
2020
|
|||||||||
Fair value assuming no change in underlying commodity prices
|
Asset (Liability)
|
$
|
77.5
|
$
|
43.7
|
$
|
86.9
|
||||||
Fair value assuming 10% increase in underlying commodity prices
|
Asset (Liability)
|
56.2
|
(19.0
|
)
|
55.6
|
||||||||
Fair value assuming 10% decrease in underlying commodity prices
|
Asset (Liability)
|
98.9
|
106.4
|
118.1
|
|
|
Portfolio Fair Value at
|
|||||||||||
Scenario
|
Resulting
Classification
|
December 31,
2018
|
December 31,
2019
|
January 31,
2020
|
|||||||||
Fair value assuming no change in underlying commodity prices
|
Asset (Liability)
|
$
|
(26.5
|
)
|
$
|
(9.6
|
)
|
$
|
60.0
|
||||
Fair value assuming 10% increase in underlying commodity prices
|
Asset (Liability)
|
(88.6
|
)
|
(50.6
|
)
|
25.4
|
|||||||
Fair value assuming 10% decrease in underlying commodity prices
|
Asset (Liability)
|
35.6
|
31.5
|
94.7
|
Hedged Transaction
|
Number and Type
of Derivatives
Outstanding
|
Notional
Amount
|
Expected
Settlement
Date
|
Weighted-Average
Fixed Rate
Locked
|
Accounting
Treatment
|
Future long-term debt offering
|
1 forward-starting swap (1)
|
$75.0
|
9/2020
|
2.39%
|
Cash flow hedge
|
Future long-term debt offering
|
1 forward-starting swap (1)
|
$75.0
|
4/2021
|
2.41%
|
Cash flow hedge
|
Future long-term debt offering
|
5 forward-starting swaps (2)
|
$500.0
|
9/2020
|
2.12%
|
Cash flow hedge
|
Future long-term debt offering
|
5 forward-starting swaps (2)
|
$500.0
|
4/2021
|
2.13%
|
Cash flow hedge
|
(1)
|
These swaps were entered into in May 2019.
|
(2)
|
These swaps were entered into in September 2019 as a result of the exercise of swaptions. See “Interest Rate Hedging Activities” under Note 14 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report for additional information regarding the swaption exercise and related loss at inception.
|
|
|
Forward-Starting Swap
Portfolio Fair Value at
|
|||||||||||
Scenario
|
Resulting
Classification
|
December 31,
2018
|
December 31,
2019
|
January 31,
2020
|
|||||||||
Fair value assuming no change in underlying interest rates
|
Asset (Liability)
|
$
|
–
|
$
|
(13.5
|
)
|
$
|
(67.8
|
)
|
||||
Fair value assuming 10% increase in underlying interest rates
|
Asset (Liability)
|
–
|
38.2
|
(38.9
|
)
|
||||||||
Fair value assuming 10% decrease in underlying interest rates
|
Asset (Liability)
|
–
|
(68.3
|
)
|
(98.1
|
)
|
(i) |
that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow for timely decisions regarding required disclosures; and
|
(ii) |
that our disclosure controls and procedures are effective.
|
/s/ A. James Teague
|
/s/ W. Randall Fowler
|
|||
Name:
|
A. James Teague
|
Name:
|
W. Randall Fowler
|
|
Title:
|
Co-Chief Executive Officer
|
Title:
|
Co-Chief Executive Officer
|
|
of Enterprise Products Holdings LLC
|
and Chief Financial Officer
|
|||
of Enterprise Products Holdings LLC
|
• |
the strategic direction of Enterprise (including business opportunities through organic growth and acquisitions);
|
• |
the vision, leadership and development of the management team;
|
• |
business goals and operational performance; and
|
• |
strategies to preserve our financial strength.
|
Name
|
Age
|
Position with Enterprise GP
|
Randa Duncan Williams (1,2,6)
|
58
|
Director and Chairman of the Board
|
Richard H. Bachmann (1,6)
|
67
|
Director and Vice Chairman of the Board
|
A. James Teague (1,6,7,8)
|
74
|
Director and Co-CEO
|
W. Randall Fowler (1,6,7,8)
|
63
|
Director, Co-CEO and CFO
|
Carin M. Barth (2,6)
|
57
|
Director
|
Murray E. Brasseux (4)
|
70
|
Director
|
James T. Hackett (2,3,6)
|
66
|
Director
|
William C. Montgomery (4,5)
|
58
|
Director
|
John R. Rutherford (4)
|
59
|
Director
|
Richard S. Snell (4,6)
|
77
|
Director
|
Harry P. Weitzel (6,8)
|
55
|
Director and Executive Vice President, General Counsel and Secretary
|
Graham W. Bacon (8)
|
56
|
Executive Vice President and Chief Operating Officer
|
R. Daniel Boss (8)
|
44
|
Executive Vice President – Accounting, Risk Control and Information Technology
|
Christian M. Nelly (8)
|
44
|
Executive Vice President – Finance and Treasurer
|
Robert D. Sanders (8)
|
67
|
Executive Vice President, Asset Optimization
|
Brent B. Secrest (8)
|
47
|
Executive Vice President and Chief Commercial Officer
|
Michael W. Hanson (8)
|
52
|
Vice President and Principal Accounting Officer
|
(1)
|
Member of Office of the Chairman
|
(2)
|
Member of the Governance Committee
|
(3)
|
Chairman of the Governance Committee
|
(4)
|
Member of the Audit and Conflicts Committee
|
(5)
|
Chairman of the Audit and Conflicts Committee
|
(6)
|
Member of the Capital Projects Committee
|
(7)
|
Co-Chairman of the Capital Projects Committee
|
(8)
|
Executive officer
|
• |
for Ms. Duncan Williams, legal and community involvement with numerous charitable organizations, and active involvement in EPCO’s businesses, including ownership in and management of our businesses;
|
• |
for Mr. Teague, over 40 years of commercial management of midstream assets and marketing and trading activities, both for third parties and for us;
|
• |
for Mr. Fowler, over 20 years of experience with our midstream assets, including finance, accounting and investor relations and, for over the last ten years, as a member of our executive management team;
|
• |
for Mr. Bachmann, over 30 years of experience with our midstream assets, including legal, regulatory, contracts and mergers and acquisitions and, for approximately 20 years, as a member of either EPCO’s or our executive management teams; and
|
• |
for Mr. Weitzel, over 25 years of experience in Texas and California as a commercial litigator, having successfully represented individual, corporate and governmental clients as plaintiffs and defendants in a wide variety of business-related matters.
|
• |
for Ms. Barth, executive management experience in various financial and governance roles;
|
• |
for Mr. Brasseux, executive management experience in banking and finance as well as governance roles;
|
• |
for Mr. Hackett, executive management of a major oil and gas exploration and production company;
|
• |
for Mr. Montgomery, executive management of both an investment banking firm and a private equity investment firm serving the global energy industry;
|
• |
for Mr. Rutherford, executive management experience in the midstream energy industry (including in the areas of strategic planning, mergers and acquisitions, investment banking and finance); and
|
• |
for Mr. Snell, professional experience involving complex legal and accounting matters.
|
|
Equity-
|
||||||||||||||||||||
Cash
|
Based
|
All Other
|
|||||||||||||||||||
Name and
|
|
Salary
|
Bonus
|
Awards
|
Compensation
|
Total
|
|||||||||||||||
Principal Position
|
Year
|
($)
|
($)
|
($) (1)
|
($) (2)
|
($)
|
|||||||||||||||
A. James Teague
|
2019
|
$
|
887,500
|
$
|
3,000,000
|
$
|
5,827,500
|
$
|
822,661
|
$
|
10,537,661
|
||||||||||
Co-CEO,
|
2018
|
837,500
|
2,716,250
|
4,359,306
|
706,531
|
8,619,587
|
|||||||||||||||
(Co-Principal Executive Officer)
|
2017
|
800,000
|
2,205,000
|
4,041,800
|
651,138
|
7,697,938
|
|||||||||||||||
W. Randall Fowler
|
2019
|
609,375
|
2,250,000
|
3,663,000
|
519,072
|
7,041,447
|
|||||||||||||||
Co-CEO/CFO,
|
2018
|
567,188
|
1,845,000
|
2,736,631
|
430,337
|
5,579,156
|
|||||||||||||||
(Co-Principal Executive Officer
|
2017
|
525,000
|
1,181,250
|
2,425,080
|
374,191
|
4,505,521
|
|||||||||||||||
and Principal Financial Officer)
|
|||||||||||||||||||||
Graham W. Bacon
|
2019
|
481,250
|
500,000
|
2,358,750
|
386,692
|
3,726,692
|
|||||||||||||||
Executive Vice President and
|
2018
|
418,750
|
411,000
|
3,159,310
|
315,136
|
4,304,196
|
|||||||||||||||
Chief Operating Officer
|
2017
|
393,750
|
315,000
|
1,674,460
|
263,501
|
2,646,711
|
|||||||||||||||
Brent B. Secrest
|
2019
|
390,000
|
500,000
|
1,248,750
|
219,012
|
2,357,762
|
|||||||||||||||
Executive Vice President and
|
2018
|
332,500
|
359,750
|
2,007,334
|
168,921
|
2,868,505
|
|||||||||||||||
Chief Commercial Officer
|
2017
|
306,750
|
262,500
|
1,154,800
|
378,084
|
2,102,134
|
|||||||||||||||
William Ordemann (3)
|
2019
|
353,598
|
--
|
1,387,500
|
421,748
|
2,162,846
|
|||||||||||||||
Former Executive Vice President,
|
2018
|
460,150
|
308,500
|
1,823,080
|
318,608
|
2,910,338
|
|||||||||||||||
Strategy Development and Implementation
|
2017
|
451,150
|
367,500
|
1,674,460
|
302,070
|
2,795,180
|
|||||||||||||||
Harry P. Weitzel
|
2019
|
318,875
|
280,500
|
1,092,656
|
199,709
|
1,891,740
|
|||||||||||||||
Executive Vice President,
|
|||||||||||||||||||||
General Counsel and Secretary
|
(1)
|
Amounts represent our estimated share of the aggregate grant date fair value of equity-based awards granted during each year presented.
|
(2)
|
Amounts include (i) contributions in connection with funded, qualified, defined contribution retirement plans, (ii) quarterly distributions paid on equity-based awards, (iii) the imputed value of life insurance premiums paid on behalf of the officer, (iv) employee retention payments and (v) other amounts.
|
(3)
|
Mr. Ordemann retired effective August 16, 2019.
|
Named Executive Officer
|
Contributions
Under
Funded,
Qualified,
Defined
Contribution
Retirement
Plans
|
Quarterly
Distributions
Paid On
Equity-Based
Awards (1)
|
Life
Insurance
Premiums
|
Other
|
Total
All Other
Compensation
|
|||||||||||||||
A. James Teague
|
$
|
33,600
|
$
|
775,721
|
$
|
7,663
|
$
|
5,677
|
$
|
822,661
|
||||||||||
W. Randall Fowler
|
25,200
|
485,510
|
3,267
|
5,095
|
519,072
|
|||||||||||||||
Graham W. Bacon
|
33,600
|
344,544
|
2,838
|
5,710
|
386,692
|
|||||||||||||||
Brent B. Secrest
|
30,800
|
180,861
|
990
|
6,361
|
219,012
|
|||||||||||||||
William Ordemann (2)
|
33,600
|
216,019
|
2,904
|
169,225
|
421,748
|
|||||||||||||||
Harry P. Weitzel
|
25,200
|
166,630
|
2,483
|
5,396
|
199,709
|
(1)
|
Reflects aggregate cash payments made to the named executive officer in connection with (i) distribution equivalent rights
(“DERs”) issued in tandem with phantom unit awards and (ii) distributions paid in connection with profits interest awards. With respect to DER amounts allocated to us, the following cash payments were made to the named executive officers during the year ended December 31, 2019: Mr. Teague, $748,254; Mr. Fowler, $460,374; Mr. Bacon, $305,153; Mr. Secrest, $156,656; Mr. Ordemann, $196,370 and Mr. Weitzel, $148,651. |
(2)
|
Upon his retirement, Mr. Ordemann was granted a travel voucher in the amount of $100,000 and additional compensation of $65,000 as a gross-up for the related taxes. These amounts are included in the “Other” category for Mr. Ordemann.
|
|
Grant
|
||||
|
Date Fair
|
||||
Value of
|
|||||
|
Estimated Future Payouts Under
|
Equity-
|
|||
|
Equity Incentive Plan Awards
|
Based
|
|||
Grant
|
Threshold
|
Target
|
Maximum
|
Awards
|
|
Award Type/Named Executive Officer
|
Date
|
(#)
|
(#)
|
(#)
|
($) (1)
|
Phantom unit awards: (2)
|
|||||
A. James Teague
|
2/11/19
|
--
|
210,000
|
--
|
$ 5,827,500
|
W. Randall Fowler
|
2/11/19
|
--
|
176,000
|
--
|
3,663,000
|
Graham W. Bacon
|
2/11/19
|
--
|
85,000
|
--
|
2,358,750
|
Brent B. Secrest
|
2/11/19
|
--
|
45,000
|
--
|
1,248,750
|
William Ordemann
|
2/11/19
|
--
|
50,000
|
--
|
1,387,500
|
Harry P. Weitzel
|
2/11/19
|
--
|
45,000
|
--
|
1,092,656
|
(1)
|
Amounts presented reflect that portion of grant date fair value allocable to us based on the estimated percentage of time each named executive officer spent on our consolidated business activities during 2019. Based on current allocations, we estimate that the compensation expense we record for each named executive officer with respect to these awards will equal these amounts over time.
|
(2)
|
The grant date fair value presented for the phantom unit awards is based, in part, on the closing price of our common units on February 11, 2019 of $27.75 per unit. For information about assumptions utilized in the valuation of these awards, see Note 13 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report, the applicable disclosures of which are incorporated by reference into this Item 11.
|
|
Unit Awards
|
|
Number of
|
||
|
Units
|
Value
|
|
Acquired on
|
Realized on
|
|
Vesting
|
Vesting
|
Named Executive Officer
|
(#) (1)
|
($) (2)
|
A. James Teague
|
146,075
|
$ 4,168,981
|
W. Randall Fowler
|
113,262
|
3,232,497
|
Graham W. Bacon
|
55,250
|
1,576,835
|
Brent B. Secrest
|
24,375
|
695,663
|
William Ordemann (3)
|
203,125
|
5,780,401
|
Harry P. Weitzel
|
28,900
|
816,996
|
(1)
|
Represents the gross number of common units acquired upon vesting of phantom unit awards, before adjustments for associated tax withholdings.
|
(2)
|
Amount determined by multiplying the gross number of vested phantom unit awards by the closing price of our common units on the date of vesting.
|
(3)
|
Of the 203,125 phantom unit awards presented for Mr. Ordemann, 146,250 of these awards vested upon his retirement on August 16, 2019.
|
|
Unit Awards
|
||
|
Market
|
||
Number
|
Value
|
||
|
of Units
|
of Units
|
|
|
That Have
|
That Have
|
|
|
Vesting
|
Not Vested
|
Not Vested
|
Award Type/Named Executive Officer
|
Date
|
(#) (1)
|
($) (2,3)
|
Phantom unit awards: (4)
|
|||
A. James Teague
|
Various
|
442,200
|
$ 12,452,352
|
W. Randall Fowler
|
Various
|
365,312
|
10,287,186
|
Graham W. Bacon
|
Various
|
181,250
|
5,104,000
|
Brent B. Secrest
|
Various
|
94,375
|
2,657,600
|
Harry P. Weitzel
|
Various
|
102,325
|
2,881,472
|
Profits interest awards:
|
|||
A. James Teague:
|
|||
PubCo I (5)
|
2/22/20
|
--
|
$ 707,355
|
W. Randall Fowler:
|
|||
PrivCo I (6)
|
2/22/21
|
--
|
816,391
|
Graham W. Bacon:
|
|||
PubCo I (5)
|
2/22/20
|
--
|
808,406
|
EPD IV (7)
|
12/03/23
|
--
|
364,800
|
Brent B. Secrest:
|
|||
PubCo II (8)
|
2/22/21
|
--
|
437,092
|
EPD IV (7)
|
12/03/23
|
--
|
291,840
|
Harry P. Weitzel:
|
|||
PubCo II (8)
|
2/22/21
|
--
|
349,674
|
EPD IV (7)
|
12/03/23
|
--
|
291,840
|
(1)
|
Represents the total number of phantom unit awards outstanding for each named executive officer.
|
(2)
|
With respect to amounts presented for phantom unit awards, the market values were derived by multiplying the total number of each award type outstanding for the named executive officer by the closing price of our common units on December 31, 2019 (the last trading day of 2019) of $28.16 per unit.
|
(3)
|
With respect to amounts presented for the profits interest awards, amount represents the estimated liquidation value to be received by the named executive officer based on the closing price of our common units on December 31, 2019 and the terms of liquidation outlined in the applicable Employee Partnership agreement.
|
(4)
|
Of the 1,185,462 phantom unit awards presented in the table, the vesting schedule is as follows: 442,437 in 2020; 353,450 in 2021; 249,325 in 2022 and 140,250 in 2023.
|
(5)
|
With respect to PubCo I, the profits interest share held by Messrs. Teague and Bacon at December 31, 2019 was approximately 5.47% and 6.25%, respectively.
|
(6)
|
Mr. Fowler’s share of the profits interest in PrivCo I was approximately 15.46% at December 31, 2019.
|
(7)
|
With respect to EPD IV, the profits interest share held by Messrs. Bacon, Secrest and Weitzel at December 31, 2019 was approximately 5.00%, 4.00% and 4.00%, respectively.
|
(8)
|
With respect to PubCo II, the profits interest share held by Messrs. Secrest and Weitzel at December 31, 2019 was approximately 3.25% and 2.60%, respectively.
|
Median total annual compensation
|
$
|
118,763
|
||
Total annual compensation of Mr. Teague
|
$
|
10,537,661
|
||
Ratio of CEO compensation to median compensation
|
89:1
|
• |
First, a list was prepared of all active EPCO employees, excluding Mr. Teague and those on long-term disability, that devote all or a substantial portion of their time to our consolidated businesses and affairs. This list was based on employee information as of December 31, 2019. There are approximately 7,300 EPCO personnel who spend all or a substantial portion of their time engaged in our business.
|
• |
Second, basic wage data for each employee was extracted from Form W-2 information provided to the Internal Revenue Service for calendar year 2019. This information was then sorted and the employee who earned the median compensation (the “median employee”) was selected from the list.
|
• |
Third, once the median employee was selected, his or her respective total annual compensation for 2019 was determined using the same method used to determine Mr. Teague’s total annual compensation for 2019 as presented in the Summary Compensation Table within this Part III, Item 11.
|
• |
each received an $85,000 annual cash retainer and an annual grant of our common units having a fair market value, based on the closing price of such security on the trading day immediately preceding the date of grant, of $85,000;
|
• |
if the individual served as a chairman of the Audit and Conflicts Committee, then such individual received an additional $20,000 annual cash retainer;
|
• |
if the individual served as a chairman of the Governance Committee, then such individual received an additional $15,000 annual cash retainer; and,
|
• |
for those independent voting directors that serve on the Capital Projects Committee, a $2,500 per meeting cash fee for attendance at meetings of this committee.
|
|
Fees Earned
|
Value of
|
||||||||||
or Paid
|
Equity-Based
|
|||||||||||
in Cash
|
Awards
|
Total
|
||||||||||
Independent Voting Director
|
($)
|
($)
|
($)
|
|||||||||
Carin M. Barth
|
$
|
85,000
|
$
|
85,000
|
$
|
170,000
|
||||||
Murray E. Brasseux
|
85,000
|
85,000
|
170,000
|
|||||||||
James T. Hackett (1)
|
100,000
|
85,000
|
185,000
|
|||||||||
Charles E. McMahen (2)
|
105,000
|
85,000
|
190,000
|
|||||||||
William C. Montgomery
|
85,000
|
85,000
|
170,000
|
|||||||||
John R. Rutherford
|
85,000
|
85,000
|
170,000
|
|||||||||
Richard S. Snell
|
85,000
|
85,000
|
170,000
|
(1)
|
Mr. Hackett serves as chairman of the Governance Committee.
|
(2)
|
Mr. McMahen served as a director and as chairman of the Audit and Conflicts Committee in 2019. He was not re-elected to the Board for 2020.
|
|
Amount and
|
||
Nature of
|
|||
Title of
|
Name and Address
|
Beneficial
|
Percent
|
Class
|
of Beneficial Owner
|
Ownership
|
of Class
|
Common units
|
Randa Duncan Williams (1)
|
701,533,776
|
32.0%
|
1100 Louisiana Street, 10th Floor
|
|||
Houston, Texas 77002
|
(1)
|
For a detailed listing of the ownership amounts that comprise Ms. Duncan Williams’ total beneficial ownership of our common units, see the table presented in the following section, “Security Ownership of Management,” within this Part III, Item 12.
|
|
Amount and
|
|||||
Positions with
|
Nature Of
|
|||||
Enterprise GP
|
Beneficial
|
Percent of
|
||||
at February 19, 2020
|
Ownership
|
Class
|
||||
Randa Duncan Williams:
|
Director and Chairman of the Board
|
|||||
Units controlled by EPCO Voting Trust:
|
||||||
Through EPCO
|
70,408,549
|
3.2%
|
||||
Through EPCO Investments L.P.
|
4,346,154
|
*
|
||||
Through EPCO Holdings, Inc. (1)
|
591,049,499
|
27.0%
|
||||
Through Employee Partnerships (1)
|
14,668,688
|
*
|
||||
Units controlled by Alkek and Williams, Ltd.
|
407,807
|
*
|
||||
Units controlled by Chaswil, Ltd.
|
10,000
|
*
|
||||
Units controlled by family trusts (2)
|
20,629,949
|
*
|
||||
Units owned personally (3)
|
13,130
|
*
|
||||
Total for Randa Duncan Williams
|
701,533,776
|
32.0%
|
* Represents a beneficial ownership of less than 1% of class
|
|||||
(1)
|
Within 30 days after February 22, 2020, PubCo I (one of the Employee Partnerships) will be liquidated and expects to distribute to EPCO Holdings, Inc. (the Class A limited partner of PubCo I) a total number of common units having a fair market value equal to $63,746,647. Any remaining common units will be distributed in kind to the Class B limited partners of PubCo I (including the named executive officers specified in the table below), pro rata relative to their share in PubCo I.
|
||||
(2)
|
The number of common units presented for Ms. Duncan Williams includes common units held by family trusts for which she serves as a director of an entity trustee but has disclaimed beneficial ownership (except to the extent of her pecuniary interest therein).
|
||||
(3)
|
The number of common units presented for Ms. Duncan Williams includes 9,090 common units held by her spouse and 4,040 common units held jointly with her spouse.
|
|
Amount and
|
|||||
Positions with
|
Nature Of
|
|||||
Enterprise GP
|
Beneficial
|
Percent of
|
||||
at February 19, 2020
|
Ownership
|
Class
|
||||
Richard H. Bachmann (1)
|
Director and Vice Chairman of the Board
|
1,595,636
|
*
|
|||
A. James Teague (2,3)
|
Director and Co-CEO
|
1,990,744
|
*
|
|||
W. Randall Fowler (2,4)
|
Director and Co-CEO and CFO
|
1,589,440
|
*
|
|||
Carin M. Barth
|
Director
|
47,693
|
*
|
|||
Murray E. Brasseux (5)
|
Director
|
24,040
|
*
|
|||
James T. Hackett (6)
|
Director
|
275,851
|
*
|
|||
William C. Montgomery
|
Director
|
53,193
|
*
|
|||
John R. Rutherford
|
Director
|
24,358
|
*
|
|||
Richard S. Snell (7)
|
Director
|
75,735
|
*
|
|||
Harry P. Weitzel (2)
|
Director and Executive Vice President,
General Counsel and Secretary
|
82,840
|
*
|
|||
Graham W. Bacon (2,8)
|
Executive Vice President and
Chief Operating Officer
|
281,467
|
*
|
|||
Brent B. Secrest (2)
|
Executive Vice President and
Chief Commercial Officer
|
90,163
|
*
|
|||
William Ordemann (2,9)
|
Former Executive Vice President
|
997,563
|
*
|
|||
All directors and executive officers (including all named executive officers) of Enterprise GP, as a group (18 individuals in total)
|
708,966,076
|
32.4%
|
* Represents a beneficial ownership of less than 1% of class
|
|||||
(1)
|
The number of common units presented for Mr. Bachmann includes 9,588 common units held by his spouse.
|
||||
(2)
|
These individuals are named executive officers for the year ended December 31, 2019.
|
||||
(3)
|
The number of common units presented for Mr. Teague includes (i) 56,721 common units held by a trust and (ii) 37,175 common units held by his spouse. The number of common units presented for Mr. Teague (a Class B limited partner in PubCo I) does not include any common units that he may receive upon liquidation of PubCo I.
|
||||
(4)
|
The number of common units presented for Mr. Fowler includes 605,927 common units held by a family limited partnership (for which he has disclaimed beneficial ownership except to the extent of his pecuniary interest).
|
||||
(5)
|
The number of common units presented for Mr. Brasseux includes 2,882 common units held by his spouse.
|
||||
(6)
|
The number of common units presented for Mr. Hackett includes (i) 9,661 common units held by family trusts and (ii) 33,000 common units held by a family limited partnership.
|
||||
(7)
|
The number of common units presented for Mr. Snell includes 2,956 common units held by his spouse.
|
||||
(8)
|
The number of common units presented for Mr. Bacon (a Class B limited partner in PubCo I) does not include any common units that he may receive upon liquidation of PubCo I.
|
||||
(9)
|
The ownership information presented is based on Mr. Ordemann’s reported holdings of our common units immediately prior to his retirement. Mr. Ordemann retired effective August 16, 2019.
|
• |
each non-management director of our general partner is required to own Enterprise common units having an aggregate value (as defined in the guidelines) of three times the dollar amount of such non-management director’s aggregate annual cash retainer for service on the Board for the most recently completed calendar year; and
|
• |
each executive officer of our general partner is required to own Enterprise common units having an aggregate value (as defined in the guidelines) of three times the dollar amount of such executive officer’s aggregate annual base salary for the most recently completed calendar year.
|
|
Number of
|
|||
Units
|
||||
Remaining
|
||||
Available For
|
||||
Number of
|
Future Issuance
|
|||
Units to
|
Weighted-
|
Under Equity
|
||
Be Issued
|
Average
|
Compensation
|
||
Upon Exercise
|
Exercise Price
|
Plans (excluding
|
||
of Outstanding
|
of Outstanding
|
securities
|
||
Common Unit
|
Common Unit
|
reflected in
|
||
Plan Category
|
Options
|
Options
|
column (a))
|
|
(a)
|
(b)
|
(c)
|
||
Equity compensation plans approved by unitholders:
|
||||
2008 Plan (1)
|
–
|
–
|
22,106,468
|
|
Equity compensation plans not approved by unitholders:
|
||||
None
|
–
|
–
|
–
|
|
Total for equity compensation plans
|
–
|
–
|
22,106,468
|
(1)
|
At December 31, 2019, the total number of common units authorized for issuance under the 2008 Plan was 50,000,000 common units. This amount increased by 5,000,000 common units on January 1, 2020 and will increase by an additional 5,000,000 common units subsequently on each January 1 thereafter during the term of the 2008 Plan; provided, however, that in no event shall the maximum aggregate amount available for issuance under the 2008 Plan exceed 70,000,000 common units.
|
• |
pursuant to our partnership agreement or the limited liability company agreement of Enterprise GP, as such agreements may be amended from time to time;
|
• |
in which an officer or director of Enterprise GP or any of our subsidiaries, or an immediate family member of such an officer or director, has a material financial interest or is otherwise a party;
|
• |
when requested to do so by management or the Board;
|
• |
with a value of $5 million or more (unless such transaction is equivalent to an arm’s length transaction with a third party); or
|
• |
that it may otherwise deem appropriate from time to time.
|
• |
the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest;
|
• |
the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us);
|
• |
any customary or accepted industry practices and any customary or historical dealings with a particular party;
|
• |
any applicable generally accepted accounting or engineering practices or principles;
|
• |
the relative cost of capital of the parties involved and the consequent rates of return to the equity holders of such parties; and
|
• |
such additional factors as the Audit and Conflicts Committee determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances.
|
• |
assessing the business rationale for the transaction;
|
• |
reviewing the terms and conditions of the proposed transaction, including consideration and financing requirements, if any;
|
• |
assessing the effect of the transaction on our results of operations, financial condition, cash available for distribution, properties or prospects;
|
• |
conducting due diligence, including interviews and discussions with management and other representatives and reviewing transaction materials and findings of management and other representatives;
|
• |
considering the relative advantages and disadvantages of the transactions to the parties involved;
|
• |
engaging third party financial advisors to provide financial advice and assistance, including fairness opinions if requested;
|
• |
engaging legal advisors; and
|
• |
evaluating and negotiating the transaction and recommending for approval or approving the transaction, as the case may be.
|
For the Year Ended December 31,
|
||||||||
2019
|
2018
|
|||||||
Audit fees (1)
|
$
|
5,283,280
|
$
|
5,253,365
|
(1)
|
Audit fees for 2019 and 2018 include $40,000 and $50,000, respectively, of charges for audit-related projects that were reimbursed by business partners.
|
(1) |
Financial Statements: See “Index to Consolidated Financial Statements” beginning on page F-1 of this annual report for the financial statements included herein.
|
(2) |
Financial Statement Schedules: The separate filing of financial statement schedules has been omitted because such schedules are either not applicable or the information called for therein appears in the footnotes of our Consolidated Financial Statements.
|
(3) |
Exhibits:
|
Exhibit Number
|
Exhibit*
|
2.1
|
|
2.2
|
|
2.3
|
|
2.4
|
|
2.5
|
|
2.6
|
|
2.7
|
|
2.8
|
|
2.9
|
2.10
|
|
2.11
|
|
2.12
|
|
2.13
|
|
2.14
|
|
3.1
|
|
3.2
|
|
3.3
|
|
3.4
|
|
3.5
|
|
3.6
|
|
3.7
|
|
3.8
|
|
3.9
|
|
3.10
|
|
3.11
|
|
3.12
|
|
3.13
|
3.14
|
|
3.15
|
|
4.1
|
|
4.2#
|
|
4.3
|
|
4.4
|
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
4.11
|
|
4.12
|
|
4.13
|
4.14
|
|
4.15
|
|
4.16
|
|
4.17
|
|
4.18
|
|
4.19
|
|
4.20
|
|
4.21
|
|
4.22
|
|
4.23
|
|
4.24
|
|
4.25
|
|
4.26
|
4.27
|
|
4.28
|
|
4.29
|
|
4.30
|
|
4.31
|
|
4.32
|
|
4.33
|
|
4.34
|
|
4.35
|
|
4.36
|
|
4.37
|
|
4.38
|
|
4.39
|
|
4.40
|
|
4.41
|
|
4.42
|
|
4.43
|
4.44
|
|
4.45
|
|
4.46
|
|
4.47
|
|
4.48
|
|
4.49
|
|
4.50
|
|
4.51
|
|
4.52
|
|
4.53
|
|
4.54
|
|
4.55
|
|
4.56
|
|
4.57
|
|
4.58
|
|
4.59
|
|
4.60
|
|
4.61
|
4.62
|
|
4.63
|
|
4.64
|
|
4.65
|
|
4.66
|
|
4.67
|
|
4.68
|
|
4.69
|
|
4.70
|
|
4.71
|
|
4.72
|
|
4.73
|
|
4.74
|
|
4.75
|
|
4.76
|
4.77
|
|
4.78
|
|
4.79
|
|
4.80
|
|
4.81
|
|
4.82
|
|
4.83
|
|
10.1***
|
|
10.2***
|
|
10.3***
|
|
10.4***
|
|
10.5
|
|
10.6
|
10.21***
|
|
10.22***
|
|
10.23***
|
|
21.1#
|
|
23.1#
|
|
31.1#
|
|
31.2#
|
|
32.1#
|
|
32.2#
|
|
101#
|
Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language) in this Form 10-K includes: (i) the Consolidated Balance Sheets, (ii) the Statements of Consolidated Operations, (iii) the Statements of Consolidated Comprehensive Income, (iv) the Statements of Consolidated Cash Flows, (v) the Statements of Consolidated Equity and (vi) Notes to the Consolidated Financial Statements.
|
104#
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
*
|
With respect to any exhibits incorporated by reference to any Exchange Act filings, the Commission file numbers for Enterprise Products Partners L.P., Enterprise GP Holdings L.P, TEPPCO Partners, L.P. and TE Products Pipeline Company, LLC are 1-14323, 1-32610, 1-10403 and 1-13603, respectively.
|
***
|
Identifies management contract and compensatory plan arrangements.
|
#
|
Filed with this report.
|
ENTERPRISE PRODUCTS PARTNERS L.P.
|
|
(A Delaware Limited Partnership)
|
|
By:
|
Enterprise Products Holdings LLC, as General Partner
|
By:
|
/s/ R. Daniel Boss
|
Name:
|
R. Daniel Boss
|
Title:
|
Executive Vice President – Accounting, Risk Control and
Information Technology of the General Partner
|
By:
|
/s/ Michael W. Hanson
|
Name:
|
Michael W. Hanson
|
Title:
|
Vice President and Principal Accounting Officer
of the General Partner |
Signature
|
Title (Position with Enterprise Products Holdings LLC)
|
|
/s/ Randa Duncan Williams
|
Director and Chairman of the Board
|
|
Randa Duncan Williams
|
||
/s/ Richard H. Bachmann
|
Director and Vice-Chairman of the Board
|
|
Richard H. Bachmann
|
||
/s/ A. James Teague
|
Director and Co-Chief Executive Officer
|
|
A. James Teague
|
||
/s/ W. Randall Fowler
|
Director, Co-Chief Executive Officer and Chief Financial Officer
|
|
W. Randall Fowler
|
||
/s/ Harry P. Weitzel
|
Director and Executive Vice President, General Counsel and Secretary
|
|
Harry P. Weitzel
|
||
/s/ Carin M. Barth
|
Director
|
|
Carin M. Barth
|
||
/s/ Murray E. Brasseux
|
Director
|
|
Murray E. Brasseux
|
||
/s/ James T. Hackett
|
Director
|
|
James T. Hackett
|
||
/s/ William C. Montgomery
|
Director
|
|
William C. Montgomery
|
||
/s/ John R. Rutherford
|
Director
|
|
John R. Rutherford
|
||
/s/ Richard S. Snell
|
Director
|
|
Richard S. Snell
|
||
/s/ R. Daniel Boss
|
Executive Vice President – Accounting, Risk Control and Information Technology
|
|
R. Daniel Boss
|
||
/s/ Michael W. Hanson
|
Vice President and Principal Accounting Officer
|
|
Michael W. Hanson
|
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
•
|
We tested the effectiveness of controls over goodwill, including those over the assumptions related to planned capital projects and related contract fees underlying the forecasted operating margin, the long-term growth rate for cash flows beyond the discrete forecast period, and the discount rate.
|
•
|
We evaluated management’s ability to reasonably forecast operating margin by performing a look-back test comparing actual results to management’s historical forecasts.
|
•
|
We evaluated the reasonableness of management’s operating margin forecast for planned capital projects and related contract fees by comparing the forecast to:
|
-
|
Internal communications to management and the Board of Directors regarding the projects.
|
-
|
Forecasted information regarding the projects included in analyst and industry reports for the Company and certain of its peer companies.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of the long-term growth rate for cash flows beyond the discrete forecast period and the discount rate by:
|
-
|
Testing the source information underlying the determination of the long-term growth rate and discount rate, and the mathematical accuracy of the calculations.
|
-
|
Developing a range of independent estimates and comparing those to the long-term growth rate and discount rate selected by management.
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
334.7
|
$
|
344.8
|
||||
Restricted cash
|
75.3
|
65.3
|
||||||
Accounts receivable – trade, net of allowance for doubtful accounts
of $12.4 at December 31, 2019 and $11.5 at December 31, 2018
|
4,873.6
|
3,659.1
|
||||||
Accounts receivable – related parties
|
2.5
|
3.5
|
||||||
Inventories
|
2,091.4
|
1,522.1
|
||||||
Derivative assets (see Note 14)
|
127.2
|
154.4
|
||||||
Prepaid and other current assets
|
358.2
|
311.5
|
||||||
Total current assets
|
7,862.9
|
6,060.7
|
||||||
Property, plant and equipment, net
|
41,603.4
|
38,737.6
|
||||||
Investments in unconsolidated affiliates
|
2,600.2
|
2,615.1
|
||||||
Intangible assets, net of accumulated amortization of $1,687.5 at
December 31, 2019 and $1,735.1 at December 31, 2018 (see Note 6)
|
3,449.0
|
3,608.4
|
||||||
Goodwill (see Note 6)
|
5,745.2
|
5,745.2
|
||||||
Other assets
|
472.5
|
202.8
|
||||||
Total assets
|
$
|
61,733.2
|
$
|
56,969.8
|
||||
|
||||||||
LIABILITIES AND EQUITY
|
||||||||
Current liabilities:
|
||||||||
Current maturities of debt (see Note 7)
|
$
|
1,981.9
|
$
|
1,500.1
|
||||
Accounts payable – trade
|
1,004.5
|
1,102.8
|
||||||
Accounts payable – related parties
|
162.3
|
140.2
|
||||||
Accrued product payables
|
4,915.7
|
3,475.8
|
||||||
Accrued interest
|
431.7
|
395.6
|
||||||
Derivative liabilities (see Note 14)
|
122.4
|
148.2
|
||||||
Other current liabilities
|
511.2
|
404.8
|
||||||
Total current liabilities
|
9,129.7
|
7,167.5
|
||||||
Long-term debt (see Note 7)
|
25,643.2
|
24,678.1
|
||||||
Deferred tax liabilities
|
100.4
|
80.4
|
||||||
Other long-term liabilities
|
1,032.4
|
751.6
|
||||||
Commitments and contingencies (see Note 17)
|
|
|
||||||
Equity: (see Note 8)
|
||||||||
Partners’ equity:
|
||||||||
Limited partners:
|
||||||||
Common units (2,189,226,130 units issued and outstanding at December 31, 2019
and 2,184,869,029 units issued and outstanding at December 31, 2018)
|
24,692.6
|
23,802.6
|
||||||
Accumulated other comprehensive income
|
71.4
|
50.9
|
||||||
Total partners’ equity
|
24,764.0
|
23,853.5
|
||||||
Noncontrolling interests
|
1,063.5
|
438.7
|
||||||
Total equity
|
25,827.5
|
24,292.2
|
||||||
Total liabilities and equity
|
$
|
61,733.2
|
$
|
56,969.8
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Revenues:
|
||||||||||||
Third parties
|
$
|
32,721.9
|
$
|
36,426.5
|
$
|
29,196.5
|
||||||
Related parties
|
67.3
|
107.7
|
45.0
|
|||||||||
Total revenues (see Note 9)
|
32,789.2
|
36,534.2
|
29,241.5
|
|||||||||
Costs and expenses:
|
||||||||||||
Operating costs and expenses:
|
||||||||||||
Third parties
|
25,649.8
|
29,991.2
|
24,444.7
|
|||||||||
Related parties
|
1,412.0
|
1,406.1
|
1,112.8
|
|||||||||
Total operating costs and expenses
|
27,061.8
|
31,397.3
|
25,557.5
|
|||||||||
General and administrative costs:
|
||||||||||||
Third parties
|
75.3
|
77.4
|
59.6
|
|||||||||
Related parties
|
136.4
|
130.9
|
121.5
|
|||||||||
Total general and administrative costs
|
211.7
|
208.3
|
181.1
|
|||||||||
Total costs and expenses (see Note 10)
|
27,273.5
|
31,605.6
|
25,738.6
|
|||||||||
Equity in income of unconsolidated affiliates
|
563.0
|
480.0
|
426.0
|
|||||||||
Operating income
|
6,078.7
|
5,408.6
|
3,928.9
|
|||||||||
Other income (expense):
|
||||||||||||
Interest expense
|
(1,243.0
|
)
|
(1,096.7
|
)
|
(984.6
|
)
|
||||||
Change in fair market value of Liquidity Option (see Note 17)
|
(119.6
|
)
|
(56.1
|
)
|
(64.3
|
)
|
||||||
Gain on step acquisition of unconsolidated affiliate (see Note 12)
|
–
|
39.4
|
–
|
|||||||||
Interest income
|
11.6
|
3.6
|
1.3
|
|||||||||
Other, net
|
5.0
|
–
|
–
|
|||||||||
Total other expense, net
|
(1,346.0
|
)
|
(1,109.8
|
)
|
(1,047.6
|
)
|
||||||
Income before income taxes
|
4,732.7
|
4,298.8
|
2,881.3
|
|||||||||
Provision for income taxes (see Note 16)
|
(45.6
|
)
|
(60.3
|
)
|
(25.7
|
)
|
||||||
Net income
|
4,687.1
|
4,238.5
|
2,855.6
|
|||||||||
Net income attributable to noncontrolling interests (see Note 8)
|
(95.8
|
)
|
(66.1
|
)
|
(56.3
|
)
|
||||||
Net income attributable to limited partners
|
$
|
4,591.3
|
$
|
4,172.4
|
$
|
2,799.3
|
||||||
|
||||||||||||
Earnings per unit: (see Note 11)
|
||||||||||||
Basic earnings per unit
|
$
|
2.09
|
$
|
1.91
|
$
|
1.30
|
||||||
Diluted earnings per unit
|
$
|
2.09
|
$
|
1.91
|
$
|
1.30
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Net income
|
$
|
4,687.1
|
$
|
4,238.5
|
$
|
2,855.6
|
||||||
Other comprehensive income (loss):
|
||||||||||||
Cash flow hedges: (see Note 14)
|
||||||||||||
Commodity hedging derivative instruments:
|
||||||||||||
Change in fair value of cash flow hedges
|
44.1
|
293.2
|
(38.5
|
)
|
||||||||
Reclassification of losses (gains) to net income
|
(141.7
|
)
|
(130.4
|
)
|
112.2
|
|||||||
Interest rate hedging derivative instruments:
|
||||||||||||
Change in fair value of cash flow hedges
|
81.4
|
22.2
|
(5.7
|
)
|
||||||||
Reclassification of losses to net income
|
37.3
|
38.1
|
40.4
|
|||||||||
Total cash flow hedges
|
21.1
|
223.1
|
108.4
|
|||||||||
Other
|
(0.6
|
)
|
(0.5
|
)
|
(0.1
|
)
|
||||||
Total other comprehensive income
|
20.5
|
222.6
|
108.3
|
|||||||||
Comprehensive income
|
4,707.6
|
4,461.1
|
2,963.9
|
|||||||||
Comprehensive income attributable to noncontrolling interests
|
(95.8
|
)
|
(66.1
|
)
|
(56.3
|
)
|
||||||
Comprehensive income attributable to limited partners
|
$
|
4,611.8
|
$
|
4,395.0
|
$
|
2,907.6
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Operating activities:
|
||||||||||||
Net income
|
$
|
4,687.1
|
$
|
4,238.5
|
$
|
2,855.6
|
||||||
Reconciliation of net income to net cash flows provided by operating activities:
|
||||||||||||
Depreciation, amortization and accretion
|
1,949.3
|
1,791.6
|
1,644.0
|
|||||||||
Asset impairment and related charges
|
132.8
|
50.5
|
49.8
|
|||||||||
Equity in income of unconsolidated affiliates
|
(563.0
|
)
|
(480.0
|
)
|
(426.0
|
)
|
||||||
Distributions received from unconsolidated affiliates attributable to earnings
|
568.0
|
479.4
|
433.7
|
|||||||||
Net gains attributable to asset sales (see Note 19)
|
(5.7
|
)
|
(28.7
|
)
|
(10.7
|
)
|
||||||
Deferred income tax expense
|
20.0
|
21.4
|
6.1
|
|||||||||
Change in fair market value of derivative instruments
|
27.2
|
17.8
|
22.8
|
|||||||||
Change in fair market value of Liquidity Option (see Note 17)
|
119.6
|
56.1
|
64.3
|
|||||||||
Gain on step acquisition of unconsolidated affiliate (see Note 12)
|
–
|
(39.4
|
)
|
–
|
||||||||
Non-cash expense related to long-term operating leases (see Note 17)
|
42.8
|
–
|
–
|
|||||||||
Net effect of changes in operating accounts (see Note 19)
|
(457.4
|
)
|
16.2
|
32.2
|
||||||||
Other operating activities
|
(0.2
|
)
|
2.9
|
(5.5
|
)
|
|||||||
Net cash flows provided by operating activities
|
6,520.5
|
6,126.3
|
4,666.3
|
|||||||||
Investing activities:
|
||||||||||||
Capital expenditures
|
(4,531.7
|
)
|
(4,223.2
|
)
|
(3,101.8
|
)
|
||||||
Cash used for business combinations, net of cash received (see Note 12)
|
–
|
(150.6
|
)
|
(198.7
|
)
|
|||||||
Investments in unconsolidated affiliates
|
(111.6
|
)
|
(113.6
|
)
|
(50.5
|
)
|
||||||
Distributions received from unconsolidated affiliates attributable to return of capital
|
63.3
|
50.0
|
49.3
|
|||||||||
Proceeds from asset sales (see Note 19)
|
20.6
|
161.2
|
40.1
|
|||||||||
Other investing activities
|
(16.1
|
)
|
(5.4
|
)
|
(24.5
|
)
|
||||||
Cash used in investing activities
|
(4,575.5
|
)
|
(4,281.6
|
)
|
(3,286.1
|
)
|
||||||
Financing activities:
|
||||||||||||
Borrowings under debt agreements
|
58,172.6
|
79,588.7
|
69,315.3
|
|||||||||
Repayments of debt
|
(56,716.5
|
)
|
(77,957.1
|
)
|
(68,459.6
|
)
|
||||||
Debt issuance costs
|
(27.6
|
)
|
(49.1
|
)
|
(24.1
|
)
|
||||||
Monetization of interest rate derivative instruments (see Note 14)
|
–
|
22.1
|
30.6
|
|||||||||
Cash distributions paid to limited partners (see Note 8)
|
(3,839.8
|
)
|
(3,726.9
|
)
|
(3,569.9
|
)
|
||||||
Cash payments made in connection with distribution equivalent rights
|
(22.1
|
)
|
(17.7
|
)
|
(15.1
|
)
|
||||||
Cash distributions paid to noncontrolling interests (see Note 8)
|
(106.2
|
)
|
(81.6
|
)
|
(49.2
|
)
|
||||||
Cash contributions from noncontrolling interests (see Note 8)
|
632.8
|
238.1
|
0.4
|
|||||||||
Net cash proceeds from the issuance of common units
|
82.2
|
538.4
|
1,073.4
|
|||||||||
Repurchase of common units under buyback programs (see Note 8)
|
(81.1
|
)
|
(30.8
|
)
|
–
|
|||||||
Other financing activities
|
(39.4
|
)
|
(29.0
|
)
|
(29.3
|
)
|
||||||
Cash used in financing activities
|
(1,945.1
|
)
|
(1,504.9
|
)
|
(1,727.5
|
)
|
||||||
Net change in cash and cash equivalents, including restricted cash
|
(0.1
|
)
|
339.8
|
(347.3
|
)
|
|||||||
Cash and cash equivalents, including restricted cash, January 1
|
410.1
|
70.3
|
417.6
|
|||||||||
Cash and cash equivalents, including restricted cash, December 31
|
$
|
410.0
|
$
|
410.1
|
$
|
70.3
|
|
Partners’ Equity
|
|||||||||||||||
|
Limited
Partners
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Noncontrolling
Interests
|
Total
|
||||||||||||
Balance, December 31, 2016
|
$
|
22,327.0
|
$
|
(280.0
|
)
|
$
|
219.0
|
$
|
22,266.0
|
|||||||
Net income
|
2,799.3
|
–
|
56.3
|
2,855.6
|
||||||||||||
Cash distributions paid to limited partners
|
(3,569.9
|
)
|
–
|
–
|
(3,569.9
|
)
|
||||||||||
Cash payments made in connection with distribution equivalent rights
|
(15.1
|
)
|
–
|
–
|
(15.1
|
)
|
||||||||||
Cash distributions paid to noncontrolling interests
|
–
|
–
|
(49.2
|
)
|
(49.2
|
)
|
||||||||||
Cash contributions from noncontrolling interests
|
–
|
–
|
0.4
|
0.4
|
||||||||||||
Net cash proceeds from the issuance of common units
|
1,073.4
|
–
|
–
|
1,073.4
|
||||||||||||
Common units issued in connection with employee compensation
|
33.7
|
–
|
–
|
33.7
|
||||||||||||
Amortization of fair value of equity-based awards
|
99.0
|
–
|
–
|
99.0
|
||||||||||||
Cash flow hedges
|
–
|
108.4
|
–
|
108.4
|
||||||||||||
Other, net
|
(28.5
|
)
|
(0.1
|
)
|
(1.3
|
)
|
(29.9
|
)
|
||||||||
Balance, December 31, 2017
|
22,718.9
|
(171.7
|
)
|
225.2
|
22,772.4
|
|||||||||||
Net income
|
4,172.4
|
–
|
66.1
|
4,238.5
|
||||||||||||
Cash distributions paid to limited partners
|
(3,726.9
|
)
|
–
|
–
|
(3,726.9
|
)
|
||||||||||
Cash payments made in connection with distribution equivalent rights
|
(17.7
|
)
|
–
|
–
|
(17.7
|
)
|
||||||||||
Cash distributions paid to noncontrolling interests
|
–
|
–
|
(81.6
|
)
|
(81.6
|
)
|
||||||||||
Cash contributions from noncontrolling interests
|
–
|
–
|
238.1
|
238.1
|
||||||||||||
Net cash proceeds from the issuance of common units
|
538.4
|
–
|
–
|
538.4
|
||||||||||||
Common units issued in connection with employee compensation
|
39.1
|
–
|
–
|
39.1
|
||||||||||||
Common units issued in connection with land acquisition
|
30.0
|
–
|
–
|
30.0
|
||||||||||||
Repurchase of common units under Legacy Buyback Program
|
(30.8
|
)
|
–
|
–
|
(30.8
|
)
|
||||||||||
Amortization of fair value of equity-based awards
|
104.7
|
–
|
–
|
104.7
|
||||||||||||
Cash flow hedges
|
–
|
223.1
|
–
|
223.1
|
||||||||||||
Other, net
|
(25.5
|
)
|
(0.5
|
)
|
(9.1
|
)
|
(35.1
|
)
|
||||||||
Balance, December 31, 2018
|
23,802.6
|
50.9
|
438.7
|
24,292.2
|
||||||||||||
Net income
|
4,591.3
|
–
|
95.8
|
4,687.1
|
||||||||||||
Cash distributions paid to limited partners
|
(3,839.8
|
)
|
–
|
–
|
(3,839.8
|
)
|
||||||||||
Cash payments made in connection with distribution equivalent rights
|
(22.1
|
)
|
–
|
–
|
(22.1
|
)
|
||||||||||
Cash distributions paid to noncontrolling interests
|
–
|
–
|
(106.2
|
)
|
(106.2
|
)
|
||||||||||
Cash contributions from noncontrolling interests
|
–
|
–
|
632.8
|
632.8
|
||||||||||||
Net cash proceeds from the issuance of common units
|
82.2
|
–
|
–
|
82.2
|
||||||||||||
Common units issued in connection with employee compensation
|
45.6
|
–
|
–
|
45.6
|
||||||||||||
Repurchase of common units under 2019 Buyback Program
|
(81.1
|
)
|
–
|
–
|
(81.1
|
)
|
||||||||||
Amortization of fair value of equity-based awards
|
143.3
|
–
|
–
|
143.3
|
||||||||||||
Cash flow hedges
|
–
|
21.1
|
–
|
21.1
|
||||||||||||
Other, net
|
(29.4
|
)
|
(0.6
|
)
|
2.4
|
(27.6
|
)
|
|||||||||
Balance, December 31, 2019
|
$
|
24,692.6
|
$
|
71.4
|
$
|
1,063.5
|
$
|
25,827.5
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Balance at beginning of period
|
$
|
11.5
|
$
|
12.1
|
$
|
11.3
|
||||||
Charged to costs and expenses
|
1.2
|
0.7
|
2.7
|
|||||||||
Deductions
|
(0.3
|
)
|
(1.3
|
)
|
(1.9
|
)
|
||||||
Balance at end of period
|
$
|
12.4
|
$
|
11.5
|
$
|
12.1
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
Cash and cash equivalents
|
$
|
334.7
|
$
|
344.8
|
||||
Restricted cash
|
75.3
|
65.3
|
||||||
Total cash, cash equivalents and restricted cash shown in the
Statements of Consolidated Cash Flows
|
$
|
410.0
|
$
|
410.1
|
• |
Changes in the fair value of a recognized asset or liability, or an unrecognized firm commitment – In a fair value hedge, gains and losses for both the derivative instrument and the hedged item are recognized in income during the period of change.
|
• |
Variable cash flows of a forecasted transaction – In a cash flow hedge, the change in the fair value of the hedge is reported in other comprehensive income (loss) and is reclassified to earnings when the forecasted transaction affects earnings.
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Balance at beginning of period
|
$
|
6.9
|
$
|
11.6
|
$
|
11.9
|
||||||
Charged to costs and expenses
|
12.3
|
8.2
|
12.1
|
|||||||||
Acquisition-related additions and other
|
2.5
|
1.7
|
1.7
|
|||||||||
Deductions
|
(14.5
|
)
|
(14.6
|
)
|
(14.1
|
)
|
||||||
Balance at end of period
|
$
|
7.2
|
$
|
6.9
|
$
|
11.6
|
• |
Level 1 fair values are based on quoted prices, which are available in active markets for identical assets or liabilities as of the measurement date. Active markets are defined as those in which transactions for identical assets or liabilities occur with sufficient frequency so as to provide pricing information on an ongoing basis (e.g., the New York Mercantile Exchange (“NYMEX”)). Our Level 1 fair values consist of financial assets and liabilities such as exchange-traded commodity derivative instruments.
|
• |
Level 2 fair values are based on pricing inputs other than quoted prices in active markets (as reflected in Level 1 fair values) and are either directly or indirectly observable as of the measurement date. Level 2 fair values include instruments that are valued using financial models or other appropriate valuation methodologies. Such financial models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, the time value of money, volatility factors, current market and contractual prices for the underlying instruments and other relevant economic measures. Substantially all of these assumptions (i) are observable in the marketplace throughout the full term of the instrument; (ii) can be derived from observable data; or (iii) are validated by inputs other than quoted prices (e.g., interest rate and yield curves at commonly quoted intervals). Our Level 2 fair values primarily consist of commodity derivative instruments such as forwards, swaps and other instruments transacted on an exchange or over-the-counter and interest rate derivative instruments. The fair values of these derivative instruments are based on observable price quotes for similar products and locations. The fair value of our interest rate derivatives are determined using financial models that incorporate third-party yield curves for the same period as the future interest rate swap settlements.
|
• |
Level 3 fair values are based on unobservable inputs. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Unobservable inputs reflect management’s ideas about the assumptions that market participants would use in pricing an asset or liability (including assumptions about risk). Unobservable inputs are based on the best information available to us in the circumstances, which might include our internally developed data. Level 3 inputs are typically used in connection with internally developed valuation methodologies where we make our best estimate of an instrument’s fair value. With regards to commodity derivatives, our Level 3 fair values primarily consist of the following commodity derivative instruments which are used to hedge our various inventories and transportation capacities: (i) NGL-based contracts with terms greater than one year; (ii) crude, natural gas and refined products-based contracts with terms greater than 36 months; (iii) over-the-counter options; and (iv) exchange traded options with terms greater than one year. In addition, we often rely on price quotes from reputable brokers who publish price quotes on certain products and compare these prices to other reputable brokers for the same products in the same markets whenever possible. These prices, when combined with data from our commodity derivative instruments, are used in our models to determine the fair value of such instruments.
|
• |
We do not recognize ROU assets and lease liabilities for short-term leases and instead record them in a manner similar to operating leases under legacy lease accounting guidelines. A short term lease is one with a maximum lease term of 12 months or less and does not include a purchase option the lessee is reasonably certain to exercise.
|
• |
We did not reassess whether any expired or existing contracts as of January 1, 2019 contained leases or the lease classification for any such existing or expired leases.
|
• |
The impact of adopting ASC 842 was prospective beginning January 1, 2019. We did not recast prior periods presented in our consolidated financial statements to reflect the new lease accounting guidance.
|
• |
We combine lease and nonlease components relating to our office and warehouse leases, as applicable.
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
NGLs
|
$
|
1,094.9
|
$
|
647.7
|
||||
Petrochemicals and refined products
|
311.5
|
264.7
|
||||||
Crude oil
|
674.2
|
593.4
|
||||||
Natural gas
|
10.8
|
16.3
|
||||||
Total
|
$
|
2,091.4
|
$
|
1,522.1
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Cost of sales (1)
|
$
|
22,065.8
|
$
|
26,789.8
|
$
|
21,487.0
|
||||||
Lower of cost or net realizable value adjustments recognized in cost of sales
|
22.7
|
11.5
|
9.1
|
(1)
|
Cost of sales is a component of “Operating costs and expenses,” as presented on our 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.
|
|
Estimated
Useful Life
|
December 31,
|
||||||||||
|
in Years
|
2019
|
2018
|
|||||||||
Plants, pipelines and facilities (1)
|
3-45
|
(5)
|
$
|
47,201.2
|
$
|
42,371.0
|
||||||
Underground and other storage facilities (2)
|
5-40
|
(6)
|
3,965.5
|
3,624.2
|
||||||||
Transportation equipment (3)
|
3-10
|
198.9
|
187.1
|
|||||||||
Marine vessels (4)
|
15-30
|
905.9
|
828.6
|
|||||||||
Land
|
372.3
|
359.5
|
||||||||||
Construction in progress
|
2,641.2
|
3,526.8
|
||||||||||
Total
|
55,285.0
|
50,897.2
|
||||||||||
Less accumulated depreciation
|
13,681.6
|
12,159.6
|
||||||||||
Property, plant and equipment, net
|
$
|
41,603.4
|
$
|
38,737.6
|
(1)
|
Plants, pipelines and facilities include processing 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. We placed a number of major growth projects into service during 2019 including the Shin Oak NGL pipeline, Midland-to-ECHO 2 pipeline, an isobutane dehydrogenation facility, the Mentone and Bulldog natural gas processing plants, and LPG-related expansion projects at our Enterprise Hydrocarbons Terminal.
|
(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: processing 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.
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Depreciation expense (1)
|
$
|
1,562.6
|
$
|
1,436.2
|
$
|
1,296.1
|
||||||
Capitalized interest (2)
|
143.8
|
147.9
|
192.1
|
(1)
|
Depreciation expense is a component of “Costs and expenses” as presented on our Statements of Consolidated Operations.
|
(2)
|
Capitalized interest is a component of “Interest expense” as presented on our Statements of Consolidated Operations.
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
ARO liability beginning balance
|
$
|
126.3
|
$
|
86.7
|
$
|
85.4
|
||||||
Liabilities incurred
|
5.0
|
24.4
|
4.7
|
|||||||||
Liabilities settled
|
(2.3
|
)
|
(2.5
|
)
|
(2.2
|
)
|
||||||
Revisions in estimated cash flows
|
(4.8
|
)
|
11.5
|
(6.7
|
)
|
|||||||
Accretion expense
|
7.9
|
6.2
|
5.5
|
|||||||||
ARO liability ending balance
|
$
|
132.1
|
$
|
126.3
|
$
|
86.7
|
2020
|
2021
|
2022
|
2023
|
2024
|
||||||||||||||
$
|
8.2
|
$
|
8.6
|
$
|
9.1
|
$
|
9.6
|
$
|
10.3
|
|
Ownership
Interest at
December 31,
|
|
December 31,
|
||||
2019
|
2019
|
2018
|
|||||
NGL Pipelines & Services:
|
|
|
|
|
|
||
Venice Energy Service Company, L.L.C. (“VESCO”)
|
13.1%
|
|
$
|
23.2
|
|
$
|
24.1
|
K/D/S Promix, L.L.C. (“Promix”)
|
50%
|
|
|
25.7
|
|
|
28.9
|
Baton Rouge Fractionators LLC (“BRF”)
|
32.2%
|
|
|
15.6
|
|
|
16.3
|
Skelly-Belvieu Pipeline Company, L.L.C. (“Skelly-Belvieu”)
|
50%
|
|
|
33.1
|
|
|
35.6
|
Texas Express Pipeline LLC (“Texas Express”)
|
35%
|
|
|
358.1
|
|
|
337.6
|
Texas Express Gathering LLC (“TEG”)
|
45%
|
|
|
41.1
|
|
|
43.6
|
Front Range Pipeline LLC (“Front Range”)
|
33.3%
|
|
|
207.0
|
|
|
175.9
|
Crude Oil Pipelines & Services:
|
|
|
|
|
|
|
|
Seaway Crude Holdings LLC (“Seaway”)
|
50%
|
|
|
1,353.1
|
|
|
1,369.7
|
Eagle Ford Pipeline LLC (“Eagle Ford Crude Oil Pipeline”)
|
50%
|
|
|
386.5
|
|
|
388.7
|
Eagle Ford Terminals Corpus Christi LLC (“Eagle Ford Corpus Christi”)
|
50%
|
126.9
|
109.1
|
||||
Natural Gas Pipelines & Services:
|
|
|
|
|
|
|
|
White River Hub, LLC (“White River Hub”)
|
50%
|
|
|
19.1
|
|
|
20.1
|
Old Ocean Pipeline, LLC (“Old Ocean”)
|
50%
|
8.2
|
2.7
|
||||
Petrochemical & Refined Products Services:
|
|
|
|
||||
Centennial Pipeline LLC (“Centennial”) (1)
|
50%
|
|
|
–
|
|
|
59.1
|
Baton Rouge Propylene Concentrator LLC (“BRPC”)
|
30%
|
2.0
|
3.2
|
||||
Transport 4, LLC (“Transport 4”)
|
25%
|
|
|
0.6
|
0.5
|
||
Total
|
$
|
2,600.2
|
$
|
2,615.1
|
(1)
|
The investment in Centennial was written off in December 2019.
|
• |
VESCO owns the Venice natural gas processing facility and a related gathering system located in south Louisiana.
|
• |
Promix owns an NGL fractionation facility and a related gathering system located in south Louisiana.
|
• |
BRF owns an NGL fractionation facility located in south Louisiana.
|
• |
Skelly-Belvieu owns a pipeline that transports mixed NGLs from Skellytown, Texas to Mont Belvieu, Texas.
|
• |
Texas Express owns an NGL pipeline that extends from Skellytown to our Mont Belvieu NGL fractionation and storage complex. Mixed NGLs from the Rocky Mountains, Permian Basin and Mid-Continent regions are delivered to the Texas Express Pipeline via an interconnect with our Mid-America Pipeline System near Skellytown. In addition, mixed NGLs from the Denver-Julesburg (“DJ”) Basin in Colorado are delivered to the Texas Express Pipeline via an interconnect with the Front Range Pipeline near Skellytown. The Texas Express Pipeline is also used to transport mixed NGLs gathered by TEG to Mont Belvieu.
|
• |
TEG owns two NGL gathering systems that deliver mixed NGLs to the Texas Express Pipeline.
|
• |
Front Range owns an NGL pipeline that transports mixed NGLs from natural gas processing facilities located in the DJ Basin to an interconnect with our Texas Express Pipeline and Mid-America Pipeline System and other third party facilities near Skellytown.
|
• |
Seaway owns a crude oil pipeline system that connects the Cushing, Oklahoma hub, which is a major industry trading hub and price settlement point for West Texas Intermediate on the NYMEX, with markets in Southeast Texas. The Seaway Pipeline is comprised of the Longhaul System, the Freeport System and the Texas City System.
|
• |
Eagle Ford Crude Oil Pipeline owns a pipeline that transports crude oil and condensate for producers in South Texas. The system originates in Gardendale, Texas and extends to Three Rivers, Texas and further to Corpus Christi, Texas. The system interconnects with our South Texas Crude Oil Pipeline System and a marine terminal owned by Eagle Ford Corpus Christi.
|
• |
Eagle Ford Corpus Christi owns a marine crude oil terminal located in Corpus Christi, Texas that can load ocean-going vessels with either crude oil or condensate. The terminal commenced operations in the third quarter of 2019.
|
• |
White River Hub owns a natural gas hub facility serving producers in the Piceance Basin of northwest Colorado.
|
• |
Old Ocean owns a natural gas pipeline that extends from near Maypearl, Texas to Sweeny, Texas.
|
• |
BRPC owns a propylene fractionation facility located in south Louisiana.
|
• |
Transport 4 provides pipeline and terminal logistics services used by our refined products pipelines.
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
NGL Pipelines & Services
|
$
|
114.5
|
$
|
117.0
|
$
|
73.4
|
||||||
Crude Oil Pipelines & Services
|
449.2
|
365.4
|
358.4
|
|||||||||
Natural Gas Pipelines & Services
|
6.3
|
6.8
|
3.8
|
|||||||||
Petrochemical & Refined Products Services (1)
|
(7.0
|
)
|
(9.2
|
)
|
(9.6
|
)
|
||||||
Total
|
$
|
563.0
|
$
|
480.0
|
$
|
426.0
|
(1)
|
The losses recorded for this segment are primarily due to protection, maintenance and pipeline integrity costs of the idled Centennial Pipeline, which was purged and filled with nitrogen in 2013. Although we wrote off our investment in Centennial in 2019, we, as a 50% owner of Centennial, have a continuing obligation to fund the pipeline’s costs in its idled state.
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
NGL Pipelines & Services
|
$
|
20.5
|
$
|
21.7
|
||||
Crude Oil Pipelines & Services
|
16.6
|
17.4
|
||||||
Petrochemical & Refined Products Services
|
–
|
1.7
|
||||||
Total
|
$
|
37.1
|
$
|
40.8
|
|
December 31,
|
|||||||
2019
|
2018
|
|||||||
Balance Sheet Data:
|
||||||||
Current assets
|
$
|
358.1
|
$
|
350.2
|
||||
Property, plant and equipment, net
|
5,379.7
|
5,359.1
|
||||||
Other assets
|
68.7
|
80.4
|
||||||
Total assets
|
$
|
5,806.5
|
$
|
5,789.7
|
||||
Current liabilities
|
$
|
230.9
|
$
|
220.6
|
||||
Other liabilities
|
69.6
|
77.9
|
||||||
Combined equity
|
5,506.0
|
5,491.2
|
||||||
Total liabilities and combined equity
|
$
|
5,806.5
|
$
|
5,789.7
|
|
For the Year Ended December 31,
|
|||||||||||
2019
|
2018
|
2017
|
||||||||||
Income Statement Data:
|
||||||||||||
Revenues
|
$
|
1,950.2
|
$
|
1,721.3
|
$
|
1,509.0
|
||||||
Operating income
|
1,250.4
|
1,074.6
|
925.9
|
|||||||||
Net income
|
1,251.8
|
1,069.1
|
929.5
|
|
December 31, 2019
|
December 31, 2018
|
||||||||||||||||||||||
|
Gross
Value
|
Accumulated
Amortization
|
Carrying
Value
|
Gross
Value
|
Accumulated
Amortization
|
Carrying
Value
|
||||||||||||||||||
NGL Pipelines & Services:
|
||||||||||||||||||||||||
Customer relationship intangibles
|
$
|
447.8
|
$
|
(206.3
|
)
|
$
|
241.5
|
$
|
457.3
|
$
|
(201.9
|
)
|
$
|
255.4
|
||||||||||
Contract-based intangibles
|
162.6
|
(43.9
|
)
|
118.7
|
363.4
|
(238.7
|
)
|
124.7
|
||||||||||||||||
Segment total
|
610.4
|
(250.2
|
)
|
360.2
|
820.7
|
(440.6
|
)
|
380.1
|
||||||||||||||||
Crude Oil Pipelines & Services:
|
||||||||||||||||||||||||
Customer relationship intangibles
|
2,203.5
|
(243.5
|
)
|
1,960.0
|
2,203.5
|
(174.1
|
)
|
2,029.4
|
||||||||||||||||
Contract-based intangibles
|
276.9
|
(235.0
|
)
|
41.9
|
276.9
|
(211.7
|
)
|
65.2
|
||||||||||||||||
Segment total
|
2,480.4
|
(478.5
|
)
|
2,001.9
|
2,480.4
|
(385.8
|
)
|
2,094.6
|
||||||||||||||||
Natural Gas Pipelines & Services:
|
||||||||||||||||||||||||
Customer relationship intangibles
|
1,350.3
|
(481.6
|
)
|
868.7
|
1,350.3
|
(447.8
|
)
|
902.5
|
||||||||||||||||
Contract-based intangibles
|
468.0
|
(395.5
|
)
|
72.5
|
464.7
|
(387.9
|
)
|
76.8
|
||||||||||||||||
Segment total
|
1,818.3
|
(877.1
|
)
|
941.2
|
1,815.0
|
(835.7
|
)
|
979.3
|
||||||||||||||||
Petrochemical & Refined Products Services:
|
||||||||||||||||||||||||
Customer relationship intangibles
|
181.4
|
(57.5
|
)
|
123.9
|
181.4
|
(51.8
|
)
|
129.6
|
||||||||||||||||
Contract-based intangibles
|
46.0
|
(24.2
|
)
|
21.8
|
46.0
|
(21.2
|
)
|
24.8
|
||||||||||||||||
Segment total
|
227.4
|
(81.7
|
)
|
145.7
|
227.4
|
(73.0
|
)
|
154.4
|
||||||||||||||||
Total intangible assets
|
$
|
5,136.5
|
$
|
(1,687.5
|
)
|
$
|
3,449.0
|
$
|
5,343.5
|
$
|
(1,735.1
|
)
|
$
|
3,608.4
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
NGL Pipelines & Services
|
$
|
31.9
|
$
|
34.7
|
$
|
28.9
|
||||||
Crude Oil Pipelines & Services
|
92.7
|
87.8
|
92.5
|
|||||||||
Natural Gas Pipelines & Services
|
41.4
|
39.1
|
36.2
|
|||||||||
Petrochemical & Refined Products Services
|
8.7
|
8.7
|
9.3
|
|||||||||
Total
|
$
|
174.7
|
$
|
170.3
|
$
|
166.9
|
2020
|
2021
|
2022
|
2023
|
2024
|
||||||||||||||
$
|
164.8
|
$
|
167.0
|
$
|
164.0
|
$
|
162.4
|
$
|
158.9
|
a
|
Weighted
Average
Remaining
Amortization
Period
|
December 31, 2019
|
|||||||||
Gross
Value
|
Accumulated
Amortization
|
Carrying
Value
|
|||||||||
Basin-specific customer relationships:
|
|||||||||||
EFS Midstream (acquired 2015)
|
22.4 years
|
$
|
1,409.8
|
$
|
(160.1)
|
$
|
1,249.7
|
||||
State Line and Fairplay (acquired 2010)
|
27.2 years
|
895.0
|
(205.1)
|
689.9
|
|||||||
San Juan Gathering (acquired 2004)
|
19.8 years
|
331.3
|
(236.8)
|
94.5
|
|||||||
General customer relationships:
|
|||||||||||
Oiltanking (acquired 2014)
|
24.0 years
|
1,192.5
|
(122.2)
|
1,070.3
|
• |
The EFS Midstream customer relationships provide us with long-term access to condensate and natural gas producers in the Eagle Ford Shale served by our EFS Midstream System. The EFS Midstream System provides condensate gathering and processing services along with gathering, treating and compression services for associated natural gas.
|
• |
The State Line and Fairplay customer relationships provide us with long-term access to natural gas producers served by our Haynesville and Fairplay Gathering Systems. The Haynesville Gathering System gathers and treats natural gas produced from the Haynesville and Bossier Shale supply basins and the Cotton Valley and Taylor Sand formations in Louisiana and East Texas. The Fairplay Gathering System gathers natural gas produced from the Cotton Valley formation in East Texas.
|
• |
The San Juan Gathering customer relationships provide us with long-term access to natural gas producers in the San Juan Basin served by our San Juan Gathering System.
|
• |
The Oiltanking customer relationships provide us with long-term access to crude oil and refined products storage and terminal customers served at our Houston Ship Channel and Beaumont, Texas terminals.
|
a
|
Weighted
Average
Remaining
Amortization
Period
|
December 31, 2019
|
|||||||||
Gross
Value
|
Accumulated
Amortization
|
Carrying
Value
|
|||||||||
Oiltanking customer contracts
|
3.6 years
|
$
|
293.3
|
$
|
(245.9)
|
$
|
47.4
|
||||
Jonah natural gas gathering agreements
|
22.0 years
|
224.4
|
(171.4)
|
53.0
|
|||||||
Delaware Basin natural gas processing contracts
|
7.0 years
|
82.6
|
(15.0)
|
67.6
|
• |
The Oiltanking customer contracts represent the estimated value we assigned to crude oil storage and terminal agreements we acquired in 2014 associated with our Houston and Beaumont marine terminals. Amortization expense attributable to these contracts is recorded using a straight-line approach over the terms of the underlying contracts.
|
• |
The Jonah natural gas gathering agreements represent the estimated value we assigned to natural gas gathering contracts acquired in 2001 associated with the Jonah Gathering System. Amortization expense attributable to these intangible assets is recorded using a units-of-production method based on gathering volumes.
|
• |
The Delaware Basin natural gas processing contracts represent the estimated value we assigned to natural gas processing contracts we acquired in March 2018 in connection with our step acquisition of the remaining 50% member interest in Delaware Basin Gas Processing LLC (“Delaware Processing”) (see Note 12). Amortization expense attributable to these contracts is recorded using a straight-line approach over the terms of the underlying contracts.
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
EPO senior debt obligations:
|
||||||||
Commercial Paper Notes, variable-rates
|
$
|
482.0
|
$
|
–
|
||||
Senior Notes N, 6.50% fixed-rate, due January 2019
|
–
|
700.0
|
||||||
Senior Notes LL, 2.55% fixed-rate, due October 2019
|
–
|
800.0
|
||||||
Senior Notes Q, 5.25% fixed-rate, due January 2020
|
500.0
|
500.0
|
||||||
Senior Notes Y, 5.20% fixed-rate, due September 2020
|
1,000.0
|
1,000.0
|
||||||
364-Day Revolving Credit Agreement, variable-rate, due September 2020
|
–
|
–
|
||||||
Senior Notes TT, 2.80% fixed-rate, due February 2021
|
750.0
|
750.0
|
||||||
Senior Notes RR, 2.85% fixed-rate, due April 2021
|
575.0
|
575.0
|
||||||
Senior Notes VV, 3.50% fixed-rate, due February 2022
|
750.0
|
750.0
|
||||||
Senior Notes CC, 4.05% fixed-rate, due February 2022
|
650.0
|
650.0
|
||||||
Senior Notes HH, 3.35% fixed-rate, due March 2023
|
1,250.0
|
1,250.0
|
||||||
Senior Notes JJ, 3.90% fixed-rate, due February 2024
|
850.0
|
850.0
|
||||||
Multi-Year Revolving Credit Agreement, variable-rate, due September 2024
|
–
|
–
|
||||||
Senior Notes MM, 3.75% fixed-rate, due February 2025
|
1,150.0
|
1,150.0
|
||||||
Senior Notes PP, 3.70% fixed-rate, due February 2026
|
875.0
|
875.0
|
||||||
Senior Notes SS, 3.95% fixed-rate, due February 2027
|
575.0
|
575.0
|
||||||
Senior Notes WW, 4.15% fixed-rate, due October 2028
|
1,000.0
|
1,000.0
|
||||||
Senior Notes YY, 3.125% fixed-rate, due July 2029
|
1,250.0
|
–
|
||||||
Senior Notes D, 6.875% fixed-rate, due March 2033
|
500.0
|
500.0
|
||||||
Senior Notes H, 6.65% fixed-rate, due October 2034
|
350.0
|
350.0
|
||||||
Senior Notes J, 5.75% fixed-rate, due March 2035
|
250.0
|
250.0
|
||||||
Senior Notes W, 7.55% fixed-rate, due April 2038
|
399.6
|
399.6
|
||||||
Senior Notes R, 6.125% fixed-rate, due October 2039
|
600.0
|
600.0
|
||||||
Senior Notes Z, 6.45% fixed-rate, due September 2040
|
600.0
|
600.0
|
||||||
Senior Notes BB, 5.95% fixed-rate, due February 2041
|
750.0
|
750.0
|
||||||
Senior Notes DD, 5.70% fixed-rate, due February 2042
|
600.0
|
600.0
|
||||||
Senior Notes EE, 4.85% fixed-rate, due August 2042
|
750.0
|
750.0
|
||||||
Senior Notes GG, 4.45% fixed-rate, due February 2043
|
1,100.0
|
1,100.0
|
||||||
Senior Notes II, 4.85% fixed-rate, due March 2044
|
1,400.0
|
1,400.0
|
||||||
Senior Notes KK, 5.10% fixed-rate, due February 2045
|
1,150.0
|
1,150.0
|
||||||
Senior Notes QQ, 4.90% fixed-rate, due May 2046
|
975.0
|
975.0
|
||||||
Senior Notes UU, 4.25% fixed-rate, due February 2048
|
1,250.0
|
1,250.0
|
||||||
Senior Notes XX, 4.80% fixed-rate, due February 2049
|
1,250.0
|
1,250.0
|
||||||
Senior Notes ZZ, 4.20% fixed-rate, due January 2050
|
1,250.0
|
–
|
||||||
Senior Notes NN, 4.95% fixed-rate, due October 2054
|
400.0
|
400.0
|
||||||
TEPPCO senior debt obligations:
|
||||||||
TEPPCO Senior Notes, 7.55% fixed-rate, due April 2038
|
0.4
|
0.4
|
||||||
Total principal amount of senior debt obligations
|
25,232.0
|
23,750.0
|
||||||
EPO Junior Subordinated Notes C, variable-rate, due June 2067 (1)
|
232.2
|
256.4
|
||||||
EPO Junior Subordinated Notes D, fixed/variable-rate, due August 2077 (2)
|
700.0
|
700.0
|
||||||
EPO Junior Subordinated Notes E, fixed/variable-rate, due August 2077 (3)
|
1,000.0
|
1,000.0
|
||||||
EPO Junior Subordinated Notes F, fixed/variable-rate, due February 2078 (4)
|
700.0
|
700.0
|
||||||
TEPPCO Junior Subordinated Notes, variable-rate, due June 2067 (1)
|
14.2
|
14.2
|
||||||
Total principal amount of senior and junior debt obligations
|
27,878.4
|
26,420.6
|
||||||
Other, non-principal amounts
|
(253.3
|
)
|
(242.4
|
)
|
||||
Less current maturities of debt
|
(1,981.9
|
)
|
(1,500.1
|
)
|
||||
Total long-term debt
|
$
|
25,643.2
|
$
|
24,678.1
|
(1)
|
Variable rate is reset quarterly and based on 3-month London Interbank Offered Rate ("LIBOR") plus 2.778%.
|
(2)
|
Fixed rate of 4.875% through August 15, 2022; thereafter, a variable rate reset quarterly and based on 3-month LIBOR plus 2.986%.
|
(3)
|
Fixed rate of 5.250% through August 15, 2027; thereafter, a variable rate reset quarterly and based on 3-month LIBOR plus 3.033%.
|
(4)
|
Fixed rate of 5.375% through February 14, 2028; thereafter, a variable rate reset quarterly and based on 3-month LIBOR plus 2.57%.
|
|
Range of Interest
Rates Paid
|
Weighted-Average
Interest Rate Paid
|
Commercial Paper Notes
|
1.79% to 2.80%
|
2.61%
|
EPO Junior Subordinated Notes C and TEPPCO Junior Subordinated Notes
|
4.68% to 5.52%
|
5.22%
|
|
Scheduled Maturities of Debt
|
|||||||||||||||||||||||||||
|
Total
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
|||||||||||||||||||||
Commercial Paper Notes
|
$
|
482.0
|
$
|
482.0
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
||||||||||||||
Senior Notes
|
24,750.0
|
1,500.0
|
1,325.0
|
1,400.0
|
1,250.0
|
850.0
|
18,425.0
|
|||||||||||||||||||||
Junior Subordinated Notes
|
2,646.4
|
–
|
–
|
–
|
–
|
–
|
2,646.4
|
|||||||||||||||||||||
Total
|
$
|
27,878.4
|
$
|
1,982.0
|
$
|
1,325.0
|
$
|
1,400.0
|
$
|
1,250.0
|
$
|
850.0
|
$
|
21,071.4
|
|
Common
Units
(Unrestricted)
|
Restricted
Common
Units
|
Total
Common
Units
|
|||||||||
Number of units issued and outstanding at December 31, 2016
|
2,116,906,120
|
682,294
|
2,117,588,414
|
|||||||||
Common units issued in connection with ATM program
|
21,807,726
|
–
|
21,807,726
|
|||||||||
Common units issued in connection with DRIP and EUPP
|
19,046,019
|
–
|
19,046,019
|
|||||||||
Common units issued in connection with the vesting of phantom unit awards
|
2,485,580
|
–
|
2,485,580
|
|||||||||
Common units issued in connection with the vesting of restricted common unit awards
|
681,044
|
(681,044
|
)
|
–
|
||||||||
Forfeiture of restricted common unit awards
|
–
|
(1,250
|
)
|
(1,250
|
)
|
|||||||
Cancellation of treasury units acquired in connection with the vesting of
equity-based awards
|
(1,027,798
|
)
|
–
|
(1,027,798
|
)
|
|||||||
Common units issued in connection with employee compensation
|
1,176,103
|
–
|
1,176,103
|
|||||||||
Other
|
14,685
|
–
|
14,685
|
|||||||||
Number of units issued and outstanding at December 31, 2017
|
2,161,089,479
|
–
|
2,161,089,479
|
|||||||||
Common unit repurchases under Legacy Buyback Program
|
(1,236,800
|
)
|
–
|
(1,236,800
|
)
|
|||||||
Common units issued in connection with DRIP and EUPP
|
19,861,951
|
–
|
19,861,951
|
|||||||||
Common units issued in connection with the vesting of phantom unit awards
|
3,479,958
|
–
|
3,479,958
|
|||||||||
Cancellation of treasury units acquired in connection with the vesting of
equity-based awards
|
(1,037,522
|
)
|
–
|
(1,037,522
|
)
|
|||||||
Common units issued in connection with employee compensation
|
1,443,586
|
–
|
1,443,586
|
|||||||||
Common units issued in connection with land acquisition
|
1,223,242
|
–
|
1,223,242
|
|||||||||
Other
|
45,135
|
–
|
45,135
|
|||||||||
Number of units issued and outstanding at December 31, 2018
|
2,184,869,029
|
–
|
2,184,869,029
|
|||||||||
Common unit repurchases under 2019 Buyback Program
|
(2,909,128
|
)
|
–
|
(2,909,128
|
)
|
|||||||
Common units issued in connection with DRIP and EUPP
|
2,897,990
|
–
|
2,897,990
|
|||||||||
Common units issued in connection with the vesting of phantom unit awards
|
3,895,049
|
–
|
3,895,049
|
|||||||||
Cancellation of treasury units acquired in connection with the vesting of
equity-based awards
|
(1,174,446
|
)
|
–
|
(1,174,446
|
)
|
|||||||
Common units issued in connection with employee compensation
|
1,626,041
|
–
|
1,626,041
|
|||||||||
Other
|
21,595
|
–
|
21,595
|
|||||||||
Number of units issued and outstanding at December 31, 2019
|
2,189,226,130
|
–
|
2,189,226,130
|
|
Cash Flow Hedges
|
|||||||||||||||
|
Commodity
Derivative
Instruments
|
Interest Rate
Derivative
Instruments
|
Other
|
Total
|
||||||||||||
Accumulated Other Comprehensive Income (Loss), December 31, 2017
|
$
|
(10.1
|
)
|
$
|
(165.1
|
)
|
$
|
3.5
|
$
|
(171.7
|
)
|
|||||
Other comprehensive income (loss) for period, before reclassifications
|
293.2
|
22.2
|
(0.5
|
)
|
314.9
|
|||||||||||
Reclassification of losses (gains) to net income during period
|
(130.4
|
)
|
38.1
|
–
|
(92.3
|
)
|
||||||||||
Total other comprehensive income (loss) for period
|
162.8
|
60.3
|
(0.5
|
)
|
222.6
|
|||||||||||
Accumulated Other Comprehensive Income (Loss), December 31, 2018
|
152.7
|
(104.8
|
)
|
3.0
|
50.9
|
|||||||||||
Other comprehensive income (loss) for period, before reclassifications
|
44.1
|
81.4
|
(0.6
|
)
|
124.9
|
|||||||||||
Reclassification of losses (gains) to net income during period
|
(141.7
|
)
|
37.3
|
–
|
(104.4
|
)
|
||||||||||
Total other comprehensive income (loss) for period
|
(97.6
|
)
|
118.7
|
(0.6
|
)
|
20.5
|
||||||||||
Accumulated Other Comprehensive Income (Loss), December 31, 2019
|
$
|
55.1
|
$
|
13.9
|
$
|
2.4
|
$
|
71.4
|
|
|
For the Year Ended December 31,
|
|||||||
Losses (gains) on cash flow hedges:
|
Location
|
2019
|
2018
|
||||||
Interest rate derivatives
|
Interest expense
|
$
|
37.3
|
$
|
38.1
|
||||
Commodity derivatives
|
Revenue
|
(152.4
|
)
|
(131.7
|
)
|
||||
Commodity derivatives
|
Operating costs and expenses
|
10.7
|
1.3
|
||||||
Total
|
|
$
|
(104.4
|
)
|
$
|
(92.3
|
)
|
|
Distribution Per
Common Unit
|
Record
Date
|
Payment
Date
|
|||
2017:
|
|
|
||||
1st Quarter
|
$
|
0.4150
|
4/28/2017
|
5/8/2017
|
||
2nd Quarter
|
$
|
0.4200
|
7/31/2017
|
8/7/2017
|
||
3rd Quarter
|
$
|
0.4225
|
10/31/2017
|
11/7/2017
|
||
4th Quarter
|
$
|
0.4250
|
1/31/2018
|
2/7/2018
|
||
2018:
|
||||||
1st Quarter
|
$
|
0.4275
|
4/30/2018
|
5/8/2018
|
||
2nd Quarter
|
$
|
0.4300
|
7/31/2018
|
8/8/2018
|
||
3rd Quarter
|
$
|
0.4325
|
10/31/2018
|
11/8/2018
|
||
4th Quarter
|
$
|
0.4350
|
1/31/2019
|
2/8/2019
|
||
2019:
|
|
|
||||
1st Quarter
|
$
|
0.4375
|
4/30/2019
|
5/13/2019
|
||
2nd Quarter
|
$
|
0.4400
|
7/31/2019
|
8/13/2019
|
||
3rd Quarter
|
$
|
0.4425
|
10/31/2019
|
11/12/2019
|
||
4th Quarter
|
$
|
0.4450
|
1/31/2020
|
2/12/2020
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019 (1)
|
2018 (1)
|
2017 (2)
|
|||||||||
NGL Pipelines & Services:
|
||||||||||||
Sales of NGLs and related products
|
$
|
10,934.3
|
$
|
12,920.9
|
$
|
10,521.3
|
||||||
Segment midstream services:
|
||||||||||||
Natural gas processing and fractionation
|
1,069.9
|
1,341.0
|
719.1
|
|||||||||
Transportation
|
1,054.3
|
1,007.0
|
891.7
|
|||||||||
Storage and terminals
|
412.2
|
380.0
|
335.9
|
|||||||||
Total segment midstream services
|
2,536.4
|
2,728.0
|
1,946.7
|
|||||||||
Total NGL Pipelines & Services
|
13,470.7
|
15,648.9
|
12,468.0
|
|||||||||
Crude Oil Pipelines & Services:
|
||||||||||||
Sales of crude oil
|
9,007.8
|
10,001.2
|
7,365.2
|
|||||||||
Segment midstream services:
|
||||||||||||
Transportation
|
801.8
|
676.5
|
473.9
|
|||||||||
Storage and terminals
|
477.7
|
364.9
|
317.7
|
|||||||||
Total segment midstream services
|
1,279.5
|
1,041.4
|
791.6
|
|||||||||
Total Crude Oil Pipelines & Services
|
10,287.3
|
11,042.6
|
8,156.8
|
|||||||||
Natural Gas Pipelines & Services:
|
||||||||||||
Sales of natural gas
|
2,075.4
|
2,411.7
|
2,238.5
|
|||||||||
Segment midstream services:
|
||||||||||||
Transportation
|
1,094.0
|
1,042.7
|
907.1
|
|||||||||
Total segment midstream services
|
1,094.0
|
1,042.7
|
907.1
|
|||||||||
Total Natural Gas Pipelines & Services
|
3,169.4
|
3,454.4
|
3,145.6
|
|||||||||
Petrochemical & Refined Products Services:
|
||||||||||||
Sales of petrochemicals and refined products
|
4,985.2
|
5,535.4
|
4,696.3
|
|||||||||
Segment midstream services:
|
||||||||||||
Fractionation and isomerization
|
166.6
|
188.3
|
156.3
|
|||||||||
Transportation, including marine logistics
|
539.4
|
481.8
|
430.7
|
|||||||||
Storage and terminals
|
170.6
|
182.8
|
187.8
|
|||||||||
Total segment midstream services
|
876.6
|
852.9
|
774.8
|
|||||||||
Total Petrochemical & Refined Products Services
|
5,861.8
|
6,388.3
|
5,471.1
|
|||||||||
Total consolidated revenues
|
$
|
32,789.2
|
$
|
36,534.2
|
$
|
29,241.5
|
(1)
|
Revenues are accounted for under ASC 606.
|
(2)
|
Revenues are accounted for under ASC 605.
|
|
December 31,
|
||||||||
Contract Asset
|
Location
|
2019
|
2018
|
||||||
Unbilled revenue (current amount)
|
Prepaid and other current assets
|
$
|
17.6
|
$
|
13.3
|
||||
Total
|
$
|
17.6
|
$
|
13.3
|
|
December 31,
|
||||||||
Contract Liability
|
Location
|
2019
|
2018
|
||||||
Deferred revenue (current amount)
|
Other current liabilities
|
$
|
117.9
|
$
|
80.9
|
||||
Deferred revenue (noncurrent)
|
Other long-term liabilities
|
197.0
|
210.3
|
||||||
Total
|
$
|
314.9
|
$
|
291.2
|
|
Unbilled
Revenue
|
Deferred
Revenue
|
||||||
Balance at January 1, 2018 (upon adoption of ASC 606)
|
$
|
–
|
$
|
224.7
|
||||
Amount included in opening balance transferred to other accounts during period (1)
|
–
|
(90.8
|
)
|
|||||
Amount recorded during period
|
321.7
|
432.5
|
||||||
Amounts recorded during period transferred to other accounts (1)
|
(310.6
|
)
|
(274.8
|
)
|
||||
Amount recorded in connection with business combination
|
2.2
|
–
|
||||||
Other changes
|
–
|
(0.4
|
)
|
|||||
Balance at December 31, 2018
|
$
|
13.3
|
$
|
291.2
|
||||
Amount included in opening balance transferred to other accounts during period (1)
|
(13.3
|
)
|
(126.4
|
)
|
||||
Amount recorded during period
|
340.0
|
539.8
|
||||||
Amounts recorded during period transferred to other accounts (1)
|
(322.4
|
)
|
(384.8
|
)
|
||||
Amount recorded in connection with business combination
|
–
|
–
|
||||||
Other changes
|
–
|
(4.9
|
)
|
|||||
Balance at December 31, 2019
|
$
|
17.6
|
$
|
314.9
|
(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.
|
Period
|
Fixed Consideration
|
|||
One Year Ended December 31, 2020
|
$
|
3,654.6
|
||
One Year Ended December 31, 2021
|
3,363.9
|
|||
One Year Ended December 31, 2022
|
3,062.7
|
|||
One Year Ended December 31, 2023
|
2,857.8
|
|||
One Year Ended December 31, 2024
|
2,743.8
|
|||
Thereafter
|
14,106.7
|
|||
Total
|
$
|
29,789.5
|
• |
Our NGL Pipelines & Services business segment currently includes natural gas processing facilities and associated NGL marketing activities; approximately 19,900 miles of NGL pipelines; NGL and related product storage facilities; and NGL fractionators. This segment also includes our NGL marine terminals and related operations.
|
• |
Our Crude Oil Pipelines & Services business segment currently includes approximately 5,300 miles of crude oil pipelines, crude oil storage and marine terminals, and associated crude oil marketing activities.
|
• |
Our Natural Gas Pipelines & Services business segment currently includes approximately 19,400 miles of natural gas pipeline systems that provide for the gathering and transportation of natural gas in Colorado, Louisiana, New Mexico, Texas and Wyoming. This segment also includes our natural gas marketing activities.
|
• |
Our Petrochemical & Refined Products Services business segment currently includes (i) propylene production facilities, which include propylene fractionation units and a PDH facility, approximately 800 miles of pipelines, and associated marketing operations; (ii) a butane isomerization complex and related deisobutanizer units; (iii) isobutane dehydrogenation, octane enhancement and high purity isobutylene production facilities; (iv) refined products pipelines aggregating approximately 3,300 miles, terminals and associated marketing activities; (v) an ethylene export terminal and related operations, and (v) marine transportation.
|
|
For the Year Ended December 31,
|
|||||||||||
2019
|
2018
|
2017
|
||||||||||
Operating income
|
$
|
6,078.7
|
$
|
5,408.6
|
$
|
3,928.9
|
||||||
Adjustments to reconcile operating income to total gross operating margin
(addition or subtraction indicated by sign):
|
||||||||||||
Depreciation, amortization and accretion expense in operating costs and expenses
|
1,848.3
|
1,687.0
|
1,531.3
|
|||||||||
Asset impairment and related charges in operating costs and expenses
|
132.7
|
50.5
|
49.8
|
|||||||||
Net gains attributable to asset sales in operating costs and expenses
|
(5.7
|
)
|
(28.7
|
)
|
(10.7
|
)
|
||||||
General and administrative costs
|
211.7
|
208.3
|
181.1
|
|||||||||
Non-refundable payments received from shippers attributable to make-up rights (1)
|
47.0
|
21.5
|
24.1
|
|||||||||
Subsequent recognition of revenues attributable to make-up rights (2)
|
(22.9
|
)
|
(56.2
|
)
|
(29.9
|
)
|
||||||
Total segment gross operating margin
|
$
|
8,289.8
|
$
|
7,291.0
|
$
|
5,674.6
|
(1)
|
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.
|
(2)
|
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.
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Gross operating margin by segment:
|
||||||||||||
NGL Pipelines & Services
|
$
|
4,069.8
|
$
|
3,830.7
|
$
|
3,258.3
|
||||||
Crude Oil Pipelines & Services
|
2,087.8
|
1,511.3
|
987.2
|
|||||||||
Natural Gas Pipelines & Services
|
1,062.6
|
891.2
|
714.5
|
|||||||||
Petrochemical & Refined Products Services
|
1,069.6
|
1,057.8
|
714.6
|
|||||||||
Total segment gross operating margin
|
$
|
8,289.8
|
$
|
7,291.0
|
$
|
5,674.6
|
|
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:
|
||||||||||||||||||||||||
Year ended December 31, 2019
|
$
|
13,460.8
|
$
|
10,244.6
|
$
|
3,154.7
|
$
|
5,861.8
|
$
|
–
|
$
|
32,721.9
|
||||||||||||
Year ended December 31, 2018
|
15,630.5
|
10,968.2
|
3,439.5
|
6,388.3
|
–
|
36,426.5
|
||||||||||||||||||
Year ended December 31, 2017
|
12,455.7
|
8,137.2
|
3,132.5
|
5,471.1
|
–
|
29,196.5
|
||||||||||||||||||
Revenues from related parties:
|
||||||||||||||||||||||||
Year ended December 31, 2019
|
9.9
|
42.7
|
14.7
|
–
|
–
|
67.3
|
||||||||||||||||||
Year ended December 31, 2018
|
18.4
|
74.4
|
14.9
|
–
|
–
|
107.7
|
||||||||||||||||||
Year ended December 31, 2017
|
12.3
|
19.6
|
13.1
|
–
|
–
|
45.0
|
||||||||||||||||||
Intersegment and intrasegment revenues:
|
||||||||||||||||||||||||
Year ended December 31, 2019
|
20,840.4
|
34,613.0
|
624.7
|
2,481.3
|
(58,559.4
|
)
|
–
|
|||||||||||||||||
Year ended December 31, 2018
|
26,453.6
|
35,490.4
|
721.9
|
2,917.5
|
(65,583.4
|
)
|
–
|
|||||||||||||||||
Year ended December 31, 2017
|
27,278.6
|
15,943.0
|
850.8
|
1,766.9
|
(45,839.3
|
)
|
–
|
|||||||||||||||||
Total revenues:
|
||||||||||||||||||||||||
Year ended December 31, 2019
|
34,311.1
|
44,900.3
|
3,794.1
|
8,343.1
|
(58,559.4
|
)
|
32,789.2
|
|||||||||||||||||
Year ended December 31, 2018
|
42,102.5
|
46,533.0
|
4,176.3
|
9,305.8
|
(65,583.4
|
)
|
36,534.2
|
|||||||||||||||||
Year ended December 31, 2017
|
39,746.6
|
24,099.8
|
3,996.4
|
7,238.0
|
(45,839.3
|
)
|
29,241.5
|
|||||||||||||||||
Equity in income (loss) of unconsolidated affiliates:
|
||||||||||||||||||||||||
Year ended December 31, 2019
|
114.5
|
449.2
|
6.3
|
(7.0
|
)
|
–
|
563.0
|
|||||||||||||||||
Year ended December 31, 2018
|
117.0
|
365.4
|
6.8
|
(9.2
|
)
|
–
|
480.0
|
|||||||||||||||||
Year ended December 31, 2017
|
73.4
|
358.4
|
3.8
|
(9.6
|
)
|
–
|
426.0
|
|
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 December 31, 2019
|
$
|
16,652.1
|
$
|
6,324.4
|
$
|
8,432.5
|
$
|
7,553.2
|
$
|
2,641.2
|
$
|
41,603.4
|
||||||||||||
At December 31, 2018
|
14,845.4
|
5,847.7
|
8,303.8
|
6,213.9
|
3,526.8
|
38,737.6
|
||||||||||||||||||
At December 31, 2017
|
13,831.2
|
5,208.4
|
8,375.0
|
3,507.7
|
4,698.1
|
35,620.4
|
||||||||||||||||||
Investments in unconsolidated affiliates: (see Note 5)
|
||||||||||||||||||||||||
At December 31, 2019
|
703.8
|
1,866.5
|
27.3
|
2.6
|
–
|
2,600.2
|
||||||||||||||||||
At December 31, 2018
|
662.0
|
1,867.5
|
22.8
|
62.8
|
–
|
2,615.1
|
||||||||||||||||||
At December 31, 2017
|
733.9
|
1,839.2
|
20.8
|
65.5
|
–
|
2,659.4
|
||||||||||||||||||
Intangible assets, net: (see Note 6)
|
||||||||||||||||||||||||
At December 31, 2019
|
360.2
|
2,001.9
|
941.2
|
145.7
|
–
|
3,449.0
|
||||||||||||||||||
At December 31, 2018
|
380.1
|
2,094.6
|
979.3
|
154.4
|
–
|
3,608.4
|
||||||||||||||||||
At December 31, 2017
|
322.3
|
2,186.5
|
1,018.4
|
163.1
|
–
|
3,690.3
|
||||||||||||||||||
Goodwill: (see Note 6)
|
||||||||||||||||||||||||
At December 31, 2019
|
2,651.7
|
1,841.0
|
296.3
|
956.2
|
–
|
5,745.2
|
||||||||||||||||||
At December 31, 2018
|
2,651.7
|
1,841.0
|
296.3
|
956.2
|
–
|
5,745.2
|
||||||||||||||||||
At December 31, 2017
|
2,651.7
|
1,841.0
|
296.3
|
956.2
|
–
|
5,745.2
|
||||||||||||||||||
Segment assets:
|
||||||||||||||||||||||||
At December 31, 2019
|
20,367.8
|
12,033.8
|
9,697.3
|
8,657.7
|
2,641.2
|
53,397.8
|
||||||||||||||||||
At December 31, 2018
|
18,539.2
|
11,650.8
|
9,602.2
|
7,387.3
|
3,526.8
|
50,706.3
|
||||||||||||||||||
At December 31, 2017
|
17,539.1
|
11,075.1
|
9,710.5
|
4,692.5
|
4,698.1
|
47,715.3
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Consolidated revenues:
|
||||||||||||
NGL Pipelines & Services
|
$
|
13,470.7
|
$
|
15,648.9
|
$
|
12,468.0
|
||||||
Crude Oil Pipelines & Services
|
10,287.3
|
11,042.6
|
8,156.8
|
|||||||||
Natural Gas Pipelines & Services
|
3,169.4
|
3,454.4
|
3,145.6
|
|||||||||
Petrochemical & Refined Products Services
|
5,861.8
|
6,388.3
|
5,471.1
|
|||||||||
Total consolidated revenues
|
$
|
32,789.2
|
$
|
36,534.2
|
$
|
29,241.5
|
||||||
|
||||||||||||
Consolidated costs and expenses:
|
||||||||||||
Operating costs and expenses:
|
||||||||||||
Cost of sales
|
$
|
22,065.8
|
$
|
26,789.8
|
$
|
21,487.0
|
||||||
Other operating costs and expenses (1)
|
3,020.7
|
2,898.7
|
2,500.1
|
|||||||||
Depreciation, amortization and accretion
|
1,848.3
|
1,687.0
|
1,531.3
|
|||||||||
Asset impairment and related charges
|
132.7
|
50.5
|
49.8
|
|||||||||
Net gains attributable to asset sales
|
(5.7
|
)
|
(28.7
|
)
|
(10.7
|
)
|
||||||
General and administrative costs
|
211.7
|
208.3
|
181.1
|
|||||||||
Total consolidated costs and expenses
|
$
|
27,273.5
|
$
|
31,605.6
|
$
|
25,738.6
|
(1)
|
Represents the cost of operating our plants, pipelines and other fixed assets excluding: depreciation, amortization and accretion charges; asset impairment and related charges; and net losses (or gains) attributable to asset sales and insurance recoveries.
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
BASIC EARNINGS PER UNIT
|
||||||||||||
Net income attributable to limited partners
|
$
|
4,591.3
|
$
|
4,172.4
|
$
|
2,799.3
|
||||||
Earnings allocated to phantom unit awards (1)
|
(27.7
|
)
|
(21.5
|
)
|
(15.9
|
)
|
||||||
Net income available to common unitholders
|
$
|
4,563.6
|
$
|
4,150.9
|
$
|
2,783.4
|
||||||
|
||||||||||||
Basic weighted-average number of common units outstanding
|
2,188.6
|
2,176.5
|
2,145.0
|
|||||||||
|
||||||||||||
Basic earnings per unit
|
$
|
2.09
|
$
|
1.91
|
$
|
1.30
|
||||||
|
||||||||||||
DILUTED EARNINGS PER UNIT
|
||||||||||||
Net income attributable to limited partners
|
$
|
4,591.3
|
$
|
4,172.4
|
$
|
2,799.3
|
||||||
|
||||||||||||
Diluted weighted-average number of units outstanding:
|
||||||||||||
Distribution-bearing common units
|
2,188.6
|
2,176.5
|
2,145.0
|
|||||||||
Phantom units (1)
|
13.1
|
10.5
|
9.3
|
|||||||||
Total
|
2,201.7
|
2,187.0
|
2,154.3
|
|||||||||
|
||||||||||||
Diluted earnings per unit
|
$
|
2.09
|
$
|
1.91
|
$
|
1.30
|
(1)
|
Phantom units are considered participating securities for purposes of computing basic earnings per unit. See Note 13 for information regarding our phantom units.
|
Purchase price for remaining 50% equity interest in Delaware Processing
|
$
|
154.5
|
||
Fair value of our 50% equity interest in Delaware Processing held before the acquisition
|
146.4
|
|||
Total
|
$
|
300.9
|
||
Recognized amounts of identifiable assets acquired and liabilities assumed:
|
||||
Assets acquired in business combination:
|
||||
Current assets, including cash of $3.9 million
|
$
|
10.8
|
||
Property, plant and equipment
|
200.0
|
|||
Contract-based intangible assets
|
82.6
|
|||
Customer relationship intangible assets
|
9.9
|
|||
Total assets acquired
|
$
|
303.3
|
||
Liabilities assumed in business combination:
|
||||
Current liabilities
|
$
|
(1.8
|
)
|
|
Long-term liabilities
|
(0.6
|
)
|
||
Total liabilities assumed
|
$
|
(2.4
|
)
|
|
Total identifiable net assets
|
$
|
300.9
|
||
Goodwill
|
$
|
–
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Equity-classified awards:
|
||||||||||||
Phantom unit awards
|
$
|
132.2
|
$
|
99.7
|
$
|
92.8
|
||||||
Profits interest awards
|
11.6
|
6.1
|
6.0
|
|||||||||
Restricted common unit awards
|
–
|
–
|
0.5
|
|||||||||
Liability-classified awards
|
0.1
|
0.3
|
0.4
|
|||||||||
Total
|
$
|
143.9
|
$
|
106.1
|
$
|
99.7
|
|
Number of
Units
|
Weighted-
Average Grant
Date Fair Value
per Unit (1)
|
||||||
Phantom unit awards at December 31, 2016
|
7,767,501
|
$
|
27.20
|
|||||
Granted (2)
|
4,268,920
|
$
|
28.83
|
|||||
Vested
|
(2,490,081
|
)
|
$
|
28.30
|
||||
Forfeited
|
(256,839
|
)
|
$
|
27.60
|
||||
Phantom unit awards at December 31, 2017
|
9,289,501
|
$
|
27.65
|
|||||
Granted (3)
|
5,006,181
|
$
|
26.82
|
|||||
Vested
|
(3,479,958
|
)
|
$
|
28.57
|
||||
Forfeited
|
(482,447
|
)
|
$
|
26.88
|
||||
Phantom unit awards at December 31, 2018
|
10,333,277
|
$
|
26.97
|
|||||
Granted (4)
|
6,854,920
|
$
|
27.75
|
|||||
Vested
|
(3,895,049
|
)
|
$
|
27.53
|
||||
Forfeited
|
(318,464
|
)
|
$
|
27.21
|
||||
Phantom unit awards at December 31, 2019
|
12,974,684
|
$
|
27.21
|
(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 2017 was $123.1 million based on a grant date market price of EPD common units ranging from $24.55 to $28.87 per unit. An estimated annual forfeiture rate of 3.8% was applied to these awards.
|
(3)
|
The aggregate grant date fair value of phantom unit awards issued during 2018 was $134.3 million based on a grant date market price of EPD common units ranging from $25.40 to $29.22 per unit. An estimated annual forfeiture rate of 3.2% was applied to these awards.
|
(4)
|
The aggregate grant date fair value of phantom unit awards issued during 2019 was $190.2 million based on a grant date market price of EPD common units ranging from $26.32 to $29.29 per unit. An estimated annual forfeiture rate of 3.0% was applied to these awards.
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Cash payments made in connection with DERs
|
$
|
22.1
|
$
|
17.7
|
$
|
15.1
|
||||||
Total intrinsic value of phantom unit awards that vested during period
|
$
|
111.1
|
$
|
90.7
|
$
|
69.8
|
Employee
Partnership
|
EPD
Common Units
Contributed to
Employee Partnership
by EPCO Holdings
|
Class A
Capital
Base (1)
|
Class A
Preference
Return
|
Expected
Vesting/
Liquidation
Date
|
Estimated
Grant Date
Fair Value of
Profits Interest
Awards (2)
|
Unrecognized
Compensation
Cost (3)
|
PubCo I
|
2,723,052
|
$63.7 million
|
0.3900
|
February 2020
|
$12.9 million
|
$0.8 million
|
PubCo II
|
2,834,198
|
$66.3 million
|
0.3900
|
February 2021
|
$14.9 million
|
$4.0 million
|
PrivCo I
|
1,111,438
|
$26.0 million
|
0.3900
|
February 2021
|
$5.8 million
|
$0.3 million
|
EPD IV
|
6,400,000
|
$172.9 million
|
0.4325
|
December 2023
|
$26.7 million
|
$18.4 million
|
EPCO II
|
1,600,000
|
$43.2 million
|
0.4325
|
December 2023
|
$6.6 million
|
$0.5 million
|
(1)
|
Represents the fair market value of EPD common units contributed to each Employee Partnership at the applicable contribution date.
|
(2)
|
Represents the total grant date fair value of the profits interest awards awarded to the Class B limited partners of each Employee Partnership irrespective of how such costs will be allocated between us and EPCO and its privately held affiliates.
|
(3)
|
Represents our expected share of the unrecognized compensation cost at December 31, 2019. We expect to recognize our share of the unrecognized compensation cost for PubCo II, PrivCo I, EPD IV and EPCO II over a weighted-average period of 1.1 years, 1.1 years, 3.9 years and 3.9 years, respectively. The Class B limited partner interests of PubCo I vested on February 22, 2020.
|
|
Expected
|
Risk-Free
|
Expected
|
Expected Unit
|
Employee
|
Life
|
Interest
|
Distribution
|
Price
|
Partnership
|
of Award
|
Rate
|
Yield
|
Volatility
|
PubCo I
|
4.0 years
|
0.9% to 2.7%
|
5.9% to 7.0%
|
15% to 40%
|
PubCo II
|
5.0 years
|
1.1% to 3.0%
|
5.9% to 7.0%
|
19% to 40%
|
PrivCo I
|
5.0 years
|
1.2% to 1.6%
|
6.1% to 6.7%
|
28% to 40%
|
EPD IV
|
5.0 years
|
2.8%
|
6.5%
|
27%
|
EPCO II
|
5.0 years
|
1.6% to 2.8%
|
6.3% to 6.8%
|
24% to 27%
|
Hedged Transaction
|
Number and Type
of Derivatives
Outstanding
|
Notional
Amount
|
Expected
Settlement
Date
|
Weighted-Average
Fixed Rate
Locked
|
Accounting
Treatment
|
Future long-term debt offering
|
1 forward-starting swap (1)
|
$75.0
|
9/2020
|
2.39%
|
Cash flow hedge
|
Future long-term debt offering
|
1 forward-starting swap (1)
|
$75.0
|
4/2021
|
2.41%
|
Cash flow hedge
|
Future long-term debt offering
|
5 forward-starting swaps (2)
|
$500.0
|
9/2020
|
2.12%
|
Cash flow hedge
|
Future long-term debt offering
|
5 forward-starting swaps (2)
|
$500.0
|
4/2021
|
2.13%
|
Cash flow hedge
|
(1)
|
These swaps were entered into in May 2019.
|
(2)
|
These swaps were entered into in September 2019 as a result of the exercise of swaptions.
|
• |
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 NGL 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 shrinkage, 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.
|
|
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 (Bcf)
|
3.9
|
n/a
|
Cash flow hedge
|
||||
Forecasted sales of NGLs (MMBbls)
|
0.8
|
n/a
|
Cash flow hedge
|
||||
Octane enhancement:
|
|||||||
Forecasted purchase of NGLs (MMBbls)
|
0.6
|
n/a
|
Cash flow hedge
|
||||
Forecasted sales of octane enhancement products (MMBbls)
|
11.2
|
0.1
|
Cash flow hedge
|
||||
Natural gas marketing:
|
|
|
|
|
|
||
Forecasted purchases of natural gas (Bcf)
|
1.1
|
n/a
|
Cash flow hedge
|
||||
Natural gas storage inventory management activities (Bcf)
|
|
3.0
|
|
|
n/a
|
|
Fair value hedge
|
NGL marketing:
|
|
|
|
|
|
||
Forecasted purchases of NGLs and related hydrocarbon products (MMBbls)
|
|
103.5
|
|
|
n/a
|
|
Cash flow hedge
|
Forecasted sales of NGLs and related hydrocarbon products (MMBbls)
|
|
128.1
|
|
|
n/a
|
|
Cash flow hedge
|
NGLs inventory management activities (MMBbls)
|
0.5
|
n/a
|
Fair value hedge
|
||||
Refined products marketing:
|
|
|
|
|
|
||
Forecasted purchases of refined products (MMBbls)
|
|
0.2
|
|
|
n/a
|
|
Cash flow hedge
|
Forecasted sales of refined products (MMBbls)
|
|
0.2
|
|
|
n/a
|
|
Cash flow hedge
|
Crude oil marketing:
|
|
|
|
|
|
||
Forecasted purchases of crude oil (MMBbls)
|
|
15.3
|
|
|
n/a
|
|
Cash flow hedge
|
Forecasted sales of crude oil (MMBbls)
|
|
19.9
|
|
|
n/a
|
|
Cash flow hedge
|
Propylene marketing:
|
|||||||
Forecasted sales of NGLs for propylene marketing activities (MMBbls)
|
0.5
|
n/a
|
Cash flow hedge
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||
Natural gas risk management activities (Bcf) (3)
|
|
52.3
|
|
|
0.2
|
|
Mark-to-market
|
NGL risk management activities (MMBbls) (3)
|
6.5
|
n/a
|
Mark-to-market
|
||||
Refined products risk management activities (MMBbls) (3)
|
9.4
|
n/a
|
Mark-to-market
|
||||
Crude oil risk management activities (MMBbls) (3)
|
|
27.3
|
|
|
11.0
|
|
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 January 2021, April 2020 and December 2022, respectively.
|
(3)
|
Reflects the use of derivative instruments to manage risks associated with transportation, processing and storage assets.
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2019
|
|
December 31, 2018
|
|||||||||
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 rate derivatives
|
Current assets
|
$
|
–
|
Current assets
|
$
|
–
|
Current
liabilities
|
$
|
6.7
|
Current
liabilities
|
$
|
–
|
|||
Interest rate derivatives
|
Other assets
|
–
|
Other assets
|
–
|
Other liabilities
|
6.8
|
Other liabilities
|
–
|
|||||||
Total interest rate derivatives
|
–
|
–
|
13.5
|
–
|
|||||||||||
Commodity derivatives
|
Current assets
|
116.5
|
|
Current assets
|
138.5
|
|
Current
liabilities
|
107.1
|
|
Current
liabilities
|
115.0
|
||||
Commodity derivatives
|
Other assets
|
|
–
|
|
Other assets
|
|
5.6
|
|
Other liabilities
|
|
–
|
|
Other liabilities
|
|
11.1
|
Total commodity derivatives
|
116.5
|
144.1
|
107.1
|
126.1
|
|||||||||||
Total derivatives designated as hedging instruments
|
$
|
116.5
|
$
|
144.1
|
$
|
120.6
|
$
|
126.1
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments
|
|||||||||||||||
Commodity derivatives
|
Current assets
|
|
10.7
|
|
Current assets
|
15.9
|
|
Current
liabilities
|
8.6
|
|
Current
liabilities
|
33.2
|
|||
Commodity derivatives
|
Other assets
|
|
0.6
|
|
Other assets
|
1.9
|
|
Other liabilities
|
0.5
|
|
Other liabilities
|
3.1
|
|||
Total commodity derivatives
|
|
|
11.3
|
|
|
17.8
|
|
|
9.1
|
|
|
36.3
|
|||
Total derivatives not designated as hedging instruments
|
$
|
11.3
|
$
|
17.8
|
$
|
9.1
|
$
|
36.3
|
|
Offsetting of Financial Assets and Derivative Assets
|
|||||||||||||||||||||||||||
|
Gross Amounts Not Offset
in the Balance Sheet
|
|||||||||||||||||||||||||||
|
Gross
Amounts of
Recognized
Assets
|
Gross
Amounts
Offset in the
Balance Sheet
|
Amounts
of Assets
Presented
in the
Balance Sheet
|
Financial
Instruments
|
Cash
Collateral
Paid
|
Cash
Collateral
Received
|
Amounts That
Would Have
Been Presented
On Net Basis
|
|||||||||||||||||||||
|
(i)
|
(ii)
|
(iii) = (i) – (ii)
|
(iv)
|
(v) = (iii) + (iv)
|
|||||||||||||||||||||||
As of December 31, 2019:
|
||||||||||||||||||||||||||||
Commodity derivatives
|
$
|
127.8
|
$
|
–
|
$
|
127.8
|
$
|
(115.3
|
)
|
$
|
(11.0
|
)
|
$
|
–
|
$
|
1.5
|
||||||||||||
As of December 31, 2018:
|
||||||||||||||||||||||||||||
Commodity derivatives
|
$
|
161.9
|
–
|
$
|
161.9
|
$
|
(158.6
|
)
|
$
|
–
|
$
|
–
|
$
|
3.3
|
|
Offsetting of Financial Liabilities and Derivative Liabilities
|
|||||||||||||||||||||||
|
Gross Amounts Not Offset
in the Balance Sheet
|
|||||||||||||||||||||||
|
Gross
Amounts of
Recognized
Liabilities
|
Gross
Amounts
Offset in the
Balance Sheet
|
Amounts
of Liabilities
Presented
in the
Balance Sheet
|
Financial
Instruments
|
Cash
Collateral
Paid
|
Amounts That
Would Have
Been Presented
On Net Basis
|
||||||||||||||||||
|
(i)
|
(ii)
|
(iii) = (i) – (ii)
|
(iv)
|
(v) = (iii) + (iv)
|
|||||||||||||||||||
As of December 31, 2019:
|
||||||||||||||||||||||||
Interest rate derivatives
|
$
|
13.5
|
$
|
–
|
$
|
13.5
|
$
|
–
|
$
|
–
|
$
|
13.5
|
||||||||||||
Commodity derivatives
|
116.2
|
–
|
116.2
|
(115.3
|
)
|
–
|
0.9
|
|||||||||||||||||
As of December 31, 2018:
|
||||||||||||||||||||||||
Commodity derivatives
|
$
|
162.4
|
$
|
–
|
$
|
162.4
|
$
|
(158.6
|
)
|
$
|
(2.3
|
)
|
$
|
1.5
|
Derivatives in Fair Value
Hedging Relationships
|
Location
|
Gain (Loss) Recognized in
Income on Derivative
|
|||||||||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2019
|
2018
|
2017
|
|||||||||
Interest rate derivatives
|
Interest expense
|
$
|
–
|
$
|
1.3
|
$
|
(0.2
|
)
|
|||||
Commodity derivatives
|
Revenue
|
2.2
|
9.9
|
1.1
|
|||||||||
Total
|
|
$
|
2.2
|
$
|
11.2
|
$
|
0.9
|
Derivatives in Fair Value
Hedging Relationships
|
Location
|
Gain (Loss) Recognized in
Income on Hedged Item
|
|||||||||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2019
|
2018
|
2017
|
|||||||||
Interest rate derivatives
|
Interest expense
|
$
|
–
|
$
|
(1.4
|
)
|
$
|
0.4
|
|||||
Commodity derivatives
|
Revenue
|
6.9
|
(6.9
|
)
|
27.4
|
||||||||
Total
|
|
$
|
6.9
|
$
|
(8.3
|
)
|
$
|
27.8
|
Derivatives in Cash Flow
Hedging Relationships
|
Change in Value Recognized in
Other Comprehensive Income (Loss)
On Derivative
|
|||||||||||
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Interest rate derivatives
|
$
|
81.4
|
$
|
22.2
|
$
|
(5.7
|
)
|
|||||
Commodity derivatives – Revenue (1)
|
55.8
|
293.0
|
(33.7
|
)
|
||||||||
Commodity derivatives – Operating costs and expenses (1)
|
(11.7
|
)
|
0.2
|
(4.8
|
)
|
|||||||
Total
|
$
|
125.5
|
$
|
315.4
|
$
|
(44.2
|
)
|
(1)
|
The fair value of these derivative instruments will be reclassified to their respective locations on the Statement of Consolidated Operations upon settlement of the underlying derivative transactions, as appropriate.
|
Derivatives in Cash Flow
Hedging Relationships
|
Location
|
Gain (Loss) Reclassified from
Accumulated Other Comprehensive
Income (Loss) to Income
|
|||||||||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2019
|
2018
|
2017
|
|||||||||
Interest rate derivatives
|
Interest expense
|
$
|
(37.3
|
)
|
$
|
(38.1
|
)
|
$
|
(40.4
|
)
|
|||
Commodity derivatives
|
Revenue
|
152.4
|
131.7
|
(111.6
|
)
|
||||||||
Commodity derivatives
|
Operating costs and expenses
|
(10.7
|
)
|
(1.3
|
)
|
(0.6
|
)
|
||||||
Total
|
|
$
|
104.4
|
$
|
92.3
|
$
|
(152.6
|
)
|
Derivatives Not Designated as
Hedging Instruments
|
Location
|
Gain (Loss) Recognized in
Income on Derivative
|
|||||||||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2019
|
2018
|
2017
|
|||||||||
Interest rate derivatives
|
Interest expense
|
$
|
(94.9
|
)
|
$
|
–
|
$
|
–
|
|||||
Commodity derivatives
|
Revenue
|
102.2
|
(462.9
|
)
|
(42.7
|
)
|
|||||||
Commodity derivatives
|
Operating costs and expenses
|
(12.4
|
)
|
8.2
|
0.1
|
||||||||
Total
|
|
$
|
(5.1
|
)
|
$
|
(454.7
|
)
|
$
|
(42.6
|
)
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Mark-to-market gains (losses) in gross operating margin:
|
||||||||||||
NGL Pipelines & Services
|
$
|
(5.5
|
)
|
$
|
18.0
|
$
|
(11.2
|
)
|
||||
Crude Oil Pipelines & Services
|
80.6
|
(44.1
|
)
|
(4.8
|
)
|
|||||||
Natural Gas Pipelines & Services
|
(0.2
|
)
|
6.7
|
(9.4
|
)
|
|||||||
Petrochemical & Refined Products Services
|
(7.2
|
)
|
1.7
|
2.4
|
||||||||
Total mark-to-market impact on gross operating margin
|
67.7
|
(17.7
|
)
|
(23.0
|
)
|
|||||||
Mark-to-market gains (losses) in interest expense
|
(94.9
|
)
|
(0.1
|
)
|
0.2
|
|||||||
Total
|
$
|
(27.2
|
)
|
$
|
(17.8
|
)
|
$
|
(22.8
|
)
|
|
At December 31, 2019
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
|
$
|
53.4
|
$
|
343.7
|
$
|
0.1
|
$
|
397.2
|
||||||||
Impact of CME Rule 814 change
|
(47.0
|
)
|
(222.4
|
)
|
–
|
(269.4
|
)
|
|||||||||
Total commodity derivatives
|
6.4
|
121.3
|
0.1
|
127.8
|
||||||||||||
Total
|
$
|
6.4
|
$
|
121.3
|
$
|
0.1
|
$
|
127.8
|
||||||||
|
||||||||||||||||
Financial liabilities:
|
||||||||||||||||
Liquidity Option (see Note 17)
|
$
|
–
|
$
|
–
|
$
|
509.6
|
$
|
509.6
|
||||||||
Interest rate derivatives
|
–
|
13.5
|
–
|
13.5
|
||||||||||||
Commodity derivatives:
|
||||||||||||||||
Value before application of CME Rule 814
|
88.1
|
273.6
|
0.3
|
362.0
|
||||||||||||
Impact of CME Rule 814 change
|
(81.9
|
)
|
(163.9
|
)
|
–
|
(245.8
|
)
|
|||||||||
Total commodity derivatives
|
6.2
|
109.7
|
0.3
|
116.2
|
||||||||||||
Total
|
$
|
6.2
|
$
|
123.2
|
$
|
509.9
|
$
|
639.3
|
|
At December 31, 2018
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
|
$
|
172.3
|
$
|
282.4
|
$
|
2.2
|
$
|
456.9
|
||||||||
Impact of CME Rule 814 change
|
(134.8
|
)
|
(159.3
|
)
|
(0.9
|
)
|
(295.0
|
)
|
||||||||
Total commodity derivatives
|
37.5
|
123.1
|
1.3
|
161.9
|
||||||||||||
Total
|
$
|
37.5
|
$
|
123.1
|
$
|
1.3
|
$
|
161.9
|
||||||||
|
||||||||||||||||
Financial liabilities:
|
||||||||||||||||
Liquidity Option (see Note 17)
|
$
|
–
|
$
|
–
|
$
|
390.0
|
$
|
390.0
|
||||||||
Commodity derivatives:
|
||||||||||||||||
Value before application of CME Rule 814
|
85.5
|
291.2
|
21.4
|
398.1
|
||||||||||||
Impact of CME Rule 814 change
|
(48.6
|
)
|
(172.9
|
)
|
(14.2
|
)
|
(235.7
|
)
|
||||||||
Total commodity derivatives
|
36.9
|
118.3
|
7.2
|
162.4
|
||||||||||||
Total
|
$
|
36.9
|
$
|
118.3
|
$
|
397.2
|
$
|
552.4
|
|
Fair Value At
December 31, 2019
|
|
|
|
|||||||
|
Financial
Assets
|
Financial
Liabilities
|
Valuation
Techniques
|
Unobservable Input
|
Range
|
||||||
Commodity derivatives – Crude oil
|
$
|
0.1
|
$
|
0.3
|
Discounted cash flow
|
Forward commodity prices
|
$61.05-$62.14/barrel
|
||||
Total
|
$
|
0.1
|
$
|
0.3
|
|
|
|
|
Fair Value At
December 31, 2018
|
|
|
|
|||||||
|
Financial
Assets
|
Financial
Liabilities
|
Valuation
Techniques
|
Unobservable Input
|
Range
|
||||||
Commodity derivatives – Crude oil
|
$
|
0.9
|
$
|
0.8
|
Discounted cash flow
|
Forward commodity prices
|
$37.59-$51.99/barrel
|
||||
Commodity derivatives – Ethane
|
0.4
|
0.6
|
Discounted cash flow
|
Forward commodity prices
|
$0.28-$0.31/gallon
|
||||||
Commodity derivatives – Propane
|
–
|
1.0
|
Discounted cash flow
|
Forward commodity prices
|
$0.61-$0.66/gallon
|
||||||
Commodity derivatives – Normal butane
|
–
|
0.7
|
Discounted cash flow
|
Forward commodity prices
|
$0.66-$0.72/gallon
|
||||||
Commodity derivatives – Natural gasoline
|
–
|
4.1
|
Discounted cash flow
|
Forward commodity prices
|
$0.99-$1.01/gallon
|
||||||
Total
|
$
|
1.3
|
$
|
7.2
|
|
|
|
test
|
|
For the Year Ended December 31,
|
|||||||
test
|
Location
|
2019
|
2018
|
||||||
Financial asset (liability) balance, net, January 1
|
|
$
|
(395.9
|
)
|
$
|
(332.7
|
)
|
||
Total gains (losses) included in:
|
|
||||||||
Net income (1)
|
Revenue
|
3.7
|
0.7
|
||||||
Net income
|
Other expense, net – Liquidity Option
|
(119.6
|
)
|
(56.1
|
)
|
||||
Other comprehensive income (loss)
|
Commodity derivative instruments – changes in fair value of cash flow hedges
|
(2.1
|
)
|
(3.2
|
)
|
||||
Settlements (1)
|
Revenue
|
(3.5
|
)
|
(1.9
|
)
|
||||
Transfers out of Level 3 (2)
|
|
7.6
|
(2.7
|
)
|
|||||
Financial liability balance, net, December 31 (2)
|
|
$
|
(509.8
|
)
|
$
|
(395.9
|
)
|
(1)
|
There were $0.2 million of unrealized gains and $1.2 million of unrealized losses included in these amounts for the years ended December 31, 2019 and 2018, respectively.
|
(2)
|
Transfers out of Level 3 into Level 2 were due to shorter remaining transaction maturities falling inside of the Level 2 range at December 31, 2019 and 2018.
|
|
Fair Value Measurements
at the End of the Reporting Period Using
|
|||||||||||||||||||
|
Carrying
Value at
December 31,
2019
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
Non-Cash
Impairment
Loss
|
|||||||||||||||
Long-lived assets disposed of other than by sale
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
50.6
|
||||||||||
Long-lived assets held and used
|
0.3
|
–
|
–
|
0.3
|
0.5
|
|||||||||||||||
Total
|
$
|
51.1
|
|
Fair Value Measurements
at the End of the Reporting Period Using
|
|||||||||||||||||||
|
Carrying
Value at
December 31,
2018
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
Non-Cash
Impairment
Loss
|
|||||||||||||||
Long-lived assets disposed of other than by sale
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
43.7
|
||||||||||
Long-lived assets held and used
|
–
|
–
|
–
|
–
|
3.1
|
|||||||||||||||
Total
|
$
|
46.8
|
|
Fair Value Measurements
at the End of the Reporting Period Using
|
|||||||||||||||||||
|
Carrying
Value at
December 31,
2017
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
Non-Cash
Impairment
Loss
|
|||||||||||||||
Long-lived assets disposed of other than by sale
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
16.7
|
||||||||||
Long-lived assets held and used
|
1.5
|
–
|
–
|
1.5
|
15.4
|
|||||||||||||||
Long-lived assets held for sale
|
2.5
|
–
|
–
|
2.5
|
2.5
|
|||||||||||||||
Long-lived assets disposed of by sale
|
–
|
–
|
–
|
–
|
3.2
|
|||||||||||||||
Total
|
$
|
37.8
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Revenues – related parties:
|
||||||||||||
Unconsolidated affiliates
|
$
|
67.3
|
$
|
107.7
|
$
|
45.0
|
||||||
Costs and expenses – related parties:
|
||||||||||||
EPCO and its privately held affiliates
|
$
|
1,145.3
|
$
|
1,089.6
|
$
|
1,010.9
|
||||||
Unconsolidated affiliates
|
403.1
|
447.4
|
223.4
|
|||||||||
Total
|
$
|
1,548.4
|
$
|
1,537.0
|
$
|
1,234.3
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
Accounts receivable - related parties:
|
||||||||
Unconsolidated affiliates
|
$
|
2.5
|
$
|
3.5
|
||||
|
||||||||
Accounts payable - related parties:
|
||||||||
EPCO and its privately held affiliates
|
$
|
143.7
|
$
|
116.3
|
||||
Unconsolidated affiliates
|
18.6
|
23.9
|
||||||
Total
|
$
|
162.3
|
$
|
140.2
|
Total Number
of Units
|
Percentage of
Total Units
Outstanding
|
700,783,776
|
32%
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Operating costs and expenses
|
$
|
1,000.2
|
$
|
948.8
|
$
|
882.1
|
||||||
General and administrative expenses
|
127.6
|
124.2
|
110.4
|
|||||||||
Total costs and expenses
|
$
|
1,127.8
|
$
|
1,073.0
|
$
|
992.5
|
• |
For the years ended December 31, 2019, 2018 and 2017, we paid Seaway $194.5 million, $163.2 million and $98.8 million, respectively, for pipeline transportation and storage services in connection with our crude oil marketing activities. Revenues from Seaway were $42.7 million, $74.4 million and $19.6 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
• |
For the years ended December 31, 2019 and 2018, we purchased $89.2 million and $157.9 million, respectively, of NGLs from VESCO.
|
• |
We pay Promix for the transportation, storage and fractionation of NGLs. Expenses with Promix were $34.8 million, $31.9 million and $27.8 million for the years ended December 31, 2019, 2018 and 2017, respectively. In addition, we sell natural gas to Promix for its plant fuel requirements. Revenues from Promix were $9.1 million, $9.5 million and $7.8 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
• |
For the years ended December 31, 2019, 2018 and 2017, we paid Texas Express $33.5 million, $57.6 million and $29.5 million, respectively, for pipeline transportation services.
|
• |
For the years ended December 31, 2019, 2018 and 2017, we paid Eagle Ford Crude Oil Pipeline $36.0 million, $18.5 million and $42.8 million, respectively, for pipeline transportation services.
|
• |
We perform management services for certain of our unconsolidated affiliates. We charged such affiliates $9.9 million, $11.6 million and $10.6 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Current portion of income tax provision (benefit):
|
||||||||||||
Federal
|
$
|
(1.3
|
)
|
$
|
5.3
|
$
|
0.1
|
|||||
State
|
25.7
|
33.1
|
18.5
|
|||||||||
Foreign
|
1.2
|
0.5
|
1.0
|
|||||||||
Total current portion
|
25.6
|
38.9
|
19.6
|
|||||||||
Deferred portion of income tax provision (benefit):
|
||||||||||||
Federal
|
1.6
|
(0.3
|
)
|
(1.8
|
)
|
|||||||
State
|
18.5
|
21.7
|
7.9
|
|||||||||
Foreign
|
(0.1
|
)
|
–
|
–
|
||||||||
Total deferred portion
|
20.0
|
21.4
|
6.1
|
|||||||||
Total provision for income taxes
|
$
|
45.6
|
$
|
60.3
|
$
|
25.7
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Pre-Tax Net Book Income (“NBI”)
|
$
|
4,732.7
|
$
|
4,298.8
|
$
|
2,881.3
|
||||||
|
||||||||||||
Texas Margin Tax (1)
|
$
|
44.2
|
$
|
54.8
|
$
|
26.4
|
||||||
State income taxes (net of federal benefit)
|
0.5
|
0.2
|
0.5
|
|||||||||
Federal income taxes computed by applying the federal
statutory rate to NBI of corporate entities
|
0.9
|
2.1
|
0.1
|
|||||||||
Other permanent differences
|
–
|
3.2
|
(1.3
|
)
|
||||||||
Provision for income taxes
|
$
|
45.6
|
$
|
60.3
|
$
|
25.7
|
||||||
|
||||||||||||
Effective income tax rate
|
1.0
|
%
|
1.4
|
%
|
0.9
|
%
|
(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.
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
Deferred tax liabilities:
|
||||||||
Attributable to property, plant and equipment
|
$
|
100.2
|
$
|
80.8
|
||||
Attributable to investments in partnerships
|
3.3
|
2.3
|
||||||
Total deferred tax liabilities
|
103.5
|
83.1
|
||||||
Less deferred tax assets:
|
||||||||
Net operating loss carryovers (1)
|
0.1
|
0.1
|
||||||
Temporary differences related to Texas Margin Tax
|
3.0
|
2.6
|
||||||
Total deferred tax assets
|
3.1
|
2.7
|
||||||
Total net deferred tax liabilities
|
$
|
100.4
|
$
|
80.4
|
(1)
|
These losses expire in various years between 2020 and 2037 and are subject to limitations on their utilization.
|
|
Payment or Settlement due by Period
|
|||||||||||||||||||||||||||
Contractual Obligations
|
Total
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
|||||||||||||||||||||
Scheduled maturities of debt obligations
|
$
|
27,878.4
|
$
|
1,982.0
|
$
|
1,325.0
|
$
|
1,400.0
|
$
|
1,250.0
|
$
|
850.0
|
$
|
21,071.4
|
||||||||||||||
Estimated cash interest payments
|
$
|
26,264.5
|
$
|
1,224.7
|
$
|
1,154.0
|
$
|
1,101.2
|
$
|
1,061.1
|
$
|
1,023.0
|
$
|
20,700.5
|
||||||||||||||
Operating lease obligations
|
$
|
271.2
|
$
|
45.2
|
$
|
40.1
|
$
|
28.6
|
$
|
20.2
|
$
|
15.7
|
$
|
121.4
|
||||||||||||||
Purchase obligations:
|
||||||||||||||||||||||||||||
Product purchase commitments:
|
||||||||||||||||||||||||||||
Estimated payment obligations:
|
||||||||||||||||||||||||||||
Natural gas
|
$
|
610.2
|
$
|
345.4
|
$
|
264.8
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
||||||||||||||
NGLs
|
$
|
5,534.7
|
$
|
844.0
|
$
|
911.1
|
$
|
627.5
|
$
|
548.1
|
$
|
513.5
|
$
|
2,090.5
|
||||||||||||||
Crude oil
|
$
|
14,025.5
|
$
|
1,436.9
|
$
|
1,677.2
|
$
|
1,659.8
|
$
|
1,532.1
|
$
|
1,536.3
|
$
|
6,183.2
|
||||||||||||||
Petrochemicals and refined products
|
$
|
384.0
|
$
|
164.1
|
$
|
77.2
|
$
|
48.9
|
$
|
48.9
|
$
|
44.9
|
$
|
–
|
||||||||||||||
Other
|
$
|
19.6
|
$
|
7.6
|
$
|
4.8
|
$
|
2.8
|
$
|
2.9
|
$
|
1.5
|
$
|
–
|
||||||||||||||
Service payment commitments
|
$
|
335.7
|
$
|
66.6
|
$
|
59.7
|
$
|
57.7
|
$
|
43.3
|
$
|
14.5
|
$
|
93.9
|
||||||||||||||
Capital expenditure commitments
|
$
|
45.8
|
$
|
45.8
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
$
|
–
|
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
|
$
|
137.9
|
$
|
138.6
|
16 years
|
4.3
|
%
|
||||||
Transportation equipment
|
49.9
|
52.4
|
3 years
|
3.5
|
%
|
||||||||
Office and warehouse space
|
22.4
|
21.0
|
2 years
|
3.4
|
%
|
||||||||
Total
|
$
|
210.2
|
$
|
212.0
|
(1)
|
ROU asset amounts are a component of “Other assets” on our consolidated balance sheet.
|
(2)
|
At December 31, 2019, lease liabilities of $40.4 million and $171.6 million were included within “Other current liabilities” and “Other 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 (i) information available at the lease commencement date or (ii) January 1, 2019 for leases existing at the adoption date for ASC 842.
|
Long-term operating leases:
|
||||
Fixed lease expense:
|
||||
Non-cash lease expense (amortization of ROU assets)
|
$
|
42.8
|
||
Related accretion expense on lease liability balances
|
9.0
|
|||
Total fixed lease expense
|
51.8
|
|||
Variable lease expense
|
6.2
|
|||
Subtotal operating lease expense
|
58.0
|
|||
Short-term operating leases
|
48.6
|
|||
Total operating lease expense
|
$
|
106.6
|
• |
We have long-term product purchase obligations for natural gas, NGLs, crude oil, and petrochemicals and refined products with third party suppliers. The prices that we are obligated to pay under these contracts approximate market prices at the time we take delivery of the volumes. The preceding table presents our estimated future payment obligations under these contracts based on the contractual price in each agreement at December 31, 2019 applied to all future volume commitments. Actual future payment obligations may vary depending on prices at the time of delivery.
|
• |
We have long-term commitments to pay service providers, including those attributable to obligations under firm pipeline transportation contracts. Payment obligations vary by contract, but generally represent a price per unit of volume multiplied by a firm transportation volume commitment.
|
• |
We have short-term payment obligations relating to our capital expenditures, including our share of the capital expenditures of unconsolidated affiliates. These commitments represent unconditional payment obligations for services to be rendered or products to be delivered in connection with capital projects.
|
|
December 31,
|
|||||||
|
2019
|
2018
|
||||||
Noncurrent portion of AROs (see Note 4)
|
$
|
126.9
|
$
|
121.4
|
||||
Deferred revenues – non-current portion (see Note 9)
|
197.0
|
210.3
|
||||||
Liquidity Option liability
|
509.6
|
390.0
|
||||||
Lease liability – non-current portion
|
171.6
|
–
|
||||||
Derivative liabilities
|
7.3
|
14.2
|
||||||
Other
|
20.0
|
15.7
|
||||||
Total
|
$
|
1,032.4
|
$
|
751.6
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Decrease (increase) in:
|
||||||||||||
Accounts receivable – trade
|
$
|
(1,248.8
|
)
|
$
|
730.2
|
$
|
(1,076.2
|
)
|
||||
Accounts receivable – related parties
|
0.9
|
(2.3
|
)
|
(0.7
|
)
|
|||||||
Inventories
|
(558.0
|
)
|
121.4
|
194.6
|
||||||||
Prepaid and other current assets
|
(69.6
|
)
|
214.4
|
226.0
|
||||||||
Other assets
|
(63.5
|
)
|
(9.7
|
)
|
(111.0
|
)
|
||||||
Increase (decrease) in:
|
||||||||||||
Accounts payable – trade
|
(43.9
|
)
|
18.3
|
66.6
|
||||||||
Accounts payable – related parties
|
67.8
|
51.4
|
56.0
|
|||||||||
Accrued product payables
|
1,447.8
|
(1,132.0
|
)
|
952.3
|
||||||||
Accrued interest
|
36.1
|
37.6
|
17.3
|
|||||||||
Other current liabilities
|
58.1
|
(70.9
|
)
|
(291.4
|
)
|
|||||||
Other liabilities
|
(84.3
|
)
|
57.8
|
(1.3
|
)
|
|||||||
Net effect of changes in operating accounts
|
$
|
(457.4
|
)
|
$
|
16.2
|
$
|
32.2
|
|||||
|
||||||||||||
Cash payments for interest, net of $143.8, $147.9 and $192.1
capitalized in 2019, 2018 and 2017, respectively
|
$
|
1,080.3
|
$
|
1,017.9
|
$
|
912.1
|
||||||
|
||||||||||||
Cash payments for federal and state income taxes
|
$
|
23.6
|
$
|
15.5
|
$
|
20.9
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Cash proceeds from sale of crude oil pipeline system (the “Red River System”)
|
$
|
–
|
$
|
134.9
|
$
|
–
|
||||||
Cash proceeds from other asset sales
|
20.6
|
26.3
|
40.1
|
|||||||||
Total
|
$
|
20.6
|
$
|
161.2
|
$
|
40.1
|
|
For the Year Ended December 31,
|
|||||||||||
|
2019
|
2018
|
2017
|
|||||||||
Gains attributable to sale of Red River System
|
$
|
–
|
$
|
20.6
|
$
|
–
|
||||||
Net gains attributable to other asset sales
|
5.7
|
8.1
|
10.7
|
|||||||||
Total
|
$
|
5.7
|
$
|
28.7
|
$
|
10.7
|
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||||||||||
For the Year Ended December 31, 2019:
|
||||||||||||||||
Revenues
|
$
|
8,543.5
|
$
|
8,276.3
|
$
|
7,964.1
|
$
|
8,005.3
|
||||||||
Operating income
|
1,626.2
|
1,560.3
|
1,474.2
|
1,418.0
|
||||||||||||
Net income
|
1,280.4
|
1,236.5
|
1,044.8
|
1,125.4
|
||||||||||||
Net income attributable to limited partners
|
1,260.5
|
1,214.7
|
1,019.2
|
1,096.9
|
||||||||||||
|
||||||||||||||||
Earnings per unit:
|
||||||||||||||||
Basic
|
$
|
0.57
|
$
|
0.55
|
$
|
0.46
|
$
|
0.50
|
||||||||
Diluted
|
$
|
0.57
|
$
|
0.55
|
$
|
0.46
|
$
|
0.50
|
||||||||
|
||||||||||||||||
For the Year Ended December 31, 2018:
|
||||||||||||||||
Revenues
|
$
|
9,298.5
|
$
|
8,467.5
|
$
|
9,585.9
|
$
|
9,182.3
|
||||||||
Operating income
|
1,138.5
|
986.4
|
1,643.3
|
1,640.4
|
||||||||||||
Net income
|
911.5
|
687.2
|
1,334.6
|
1,305.2
|
||||||||||||
Net income attributable to limited partners
|
900.7
|
673.8
|
1,313.2
|
1,284.7
|
||||||||||||
|
||||||||||||||||
Earnings per unit:
|
||||||||||||||||
Basic
|
$
|
0.41
|
$
|
0.31
|
$
|
0.60
|
$
|
0.59
|
||||||||
Diluted
|
$
|
0.41
|
$
|
0.31
|
$
|
0.60
|
$
|
0.59
|
|
EPO and Subsidiaries
|
|||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other
Subsidiaries
(Non-
guarantor)
|
EPO and
Subsidiaries
Eliminations
and
Adjustments
|
Consolidated
EPO and
Subsidiaries
|
Enterprise
Products
Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated
Total
|
|||||||||||||||||||||
ASSETS
|
||||||||||||||||||||||||||||
Current assets:
|
||||||||||||||||||||||||||||
Cash and cash equivalents and restricted cash
|
$
|
109.2
|
$
|
315.8
|
$
|
(15.1
|
)
|
$
|
409.9
|
$
|
0.1
|
$
|
–
|
$
|
410.0
|
|||||||||||||
Accounts receivable – trade, net
|
1,471.1
|
3,403.8
|
(1.3
|
)
|
4,873.6
|
–
|
–
|
4,873.6
|
||||||||||||||||||||
Accounts receivable – related parties
|
233.1
|
799.9
|
(1,023.6
|
)
|
9.4
|
–
|
(6.9
|
)
|
2.5
|
|||||||||||||||||||
Inventories
|
1,351.3
|
740.4
|
(0.3
|
)
|
2,091.4
|
–
|
–
|
2,091.4
|
||||||||||||||||||||
Derivative assets
|
115.2
|
12.0
|
–
|
127.2
|
–
|
–
|
127.2
|
|||||||||||||||||||||
Prepaid and other current assets
|
221.0
|
183.5
|
(46.3
|
)
|
358.2
|
–
|
–
|
358.2
|
||||||||||||||||||||
Total current assets
|
3,500.9
|
5,455.4
|
(1,086.6
|
)
|
7,869.7
|
0.1
|
(6.9
|
)
|
7,862.9
|
|||||||||||||||||||
Property, plant and equipment, net
|
6,413.3
|
35,233.6
|
(43.5
|
)
|
41,603.4
|
–
|
–
|
41,603.4
|
||||||||||||||||||||
Investments in unconsolidated affiliates
|
45,514.0
|
4,165.7
|
(47,079.5
|
)
|
2,600.2
|
25,279.3
|
(25,279.3
|
)
|
2,600.2
|
|||||||||||||||||||
Intangible assets, net
|
636.7
|
2,852.3
|
(40.0
|
)
|
3,449.0
|
–
|
–
|
3,449.0
|
||||||||||||||||||||
Goodwill
|
459.5
|
5,285.7
|
–
|
5,745.2
|
–
|
–
|
5,745.2
|
|||||||||||||||||||||
Other assets
|
404.9
|
288.5
|
(221.9
|
)
|
471.5
|
1.0
|
–
|
472.5
|
||||||||||||||||||||
Total assets
|
$
|
56,929.3
|
$
|
53,281.2
|
$
|
(48,471.5
|
)
|
$
|
61,739.0
|
$
|
25,280.4
|
$
|
(25,286.2
|
)
|
$
|
61,733.2
|
||||||||||||
|
||||||||||||||||||||||||||||
LIABILITIES AND EQUITY
|
||||||||||||||||||||||||||||
Current liabilities:
|
||||||||||||||||||||||||||||
Current maturities of debt
|
$
|
1,981.9
|
$
|
–
|
$
|
–
|
$
|
1,981.9
|
$
|
–
|
$
|
–
|
$
|
1,981.9
|
||||||||||||||
Accounts payable – trade
|
301.4
|
717.7
|
(14.6
|
)
|
1,004.5
|
–
|
–
|
1,004.5
|
||||||||||||||||||||
Accounts payable – related parties
|
977.5
|
222.3
|
(1,037.5
|
)
|
162.3
|
6.9
|
(6.9
|
)
|
162.3
|
|||||||||||||||||||
Accrued product payables
|
1,895.4
|
3,021.9
|
(1.6
|
)
|
4,915.7
|
–
|
–
|
4,915.7
|
||||||||||||||||||||
Accrued interest
|
431.6
|
0.9
|
(0.8
|
)
|
431.7
|
–
|
–
|
431.7
|
||||||||||||||||||||
Derivative liabilities
|
114.2
|
8.2
|
–
|
122.4
|
–
|
–
|
122.4
|
|||||||||||||||||||||
Other current liabilities
|
120.5
|
438.2
|
(47.3
|
)
|
511.4
|
–
|
(0.2
|
)
|
511.2
|
|||||||||||||||||||
Total current liabilities
|
5,822.5
|
4,409.2
|
(1,101.8
|
)
|
9,129.9
|
6.9
|
(7.1
|
)
|
9,129.7
|
|||||||||||||||||||
Long-term debt
|
25,628.6
|
14.6
|
–
|
25,643.2
|
–
|
–
|
25,643.2
|
|||||||||||||||||||||
Deferred tax liabilities
|
22.2
|
75.6
|
(0.8
|
)
|
97.0
|
–
|
3.4
|
100.4
|
||||||||||||||||||||
Other long-term liabilities
|
161.2
|
608.9
|
(247.2
|
)
|
522.9
|
509.5
|
–
|
1,032.4
|
||||||||||||||||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Equity:
|
||||||||||||||||||||||||||||
Partners’ and other owners’ equity
|
25,294.8
|
48,107.6
|
(48,155.3
|
)
|
25,247.1
|
24,764.0
|
(25,247.1
|
)
|
24,764.0
|
|||||||||||||||||||
Noncontrolling interests
|
–
|
65.3
|
1,033.6
|
1,098.9
|
–
|
(35.4
|
)
|
1,063.5
|
||||||||||||||||||||
Total equity
|
25,294.8
|
48,172.9
|
(47,121.7
|
)
|
26,346.0
|
24,764.0
|
(25,282.5
|
)
|
25,827.5
|
|||||||||||||||||||
Total liabilities and equity
|
$
|
56,929.3
|
$
|
53,281.2
|
$
|
(48,471.5
|
)
|
$
|
61,739.0
|
$
|
25,280.4
|
$
|
(25,286.2
|
)
|
$
|
61,733.2
|
|
EPO and Subsidiaries
|
|||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other
Subsidiaries
(Non-
guarantor)
|
EPO and
Subsidiaries
Eliminations
and
Adjustments
|
Consolidated
EPO and
Subsidiaries
|
Enterprise
Products
Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated
Total
|
|||||||||||||||||||||
ASSETS
|
||||||||||||||||||||||||||||
Current assets:
|
||||||||||||||||||||||||||||
Cash and cash equivalents and restricted cash
|
$
|
393.4
|
$
|
50.3
|
$
|
(33.6
|
)
|
$
|
410.1
|
$
|
–
|
$
|
–
|
$
|
410.1
|
|||||||||||||
Accounts receivable – trade, net
|
1,303.1
|
2,356.8
|
(0.8
|
)
|
3,659.1
|
–
|
–
|
3,659.1
|
||||||||||||||||||||
Accounts receivable – related parties
|
141.8
|
1,423.7
|
(1,530.1
|
)
|
35.4
|
0.8
|
(32.7
|
)
|
3.5
|
|||||||||||||||||||
Inventories
|
889.3
|
633.2
|
(0.4
|
)
|
1,522.1
|
–
|
–
|
1,522.1
|
||||||||||||||||||||
Derivative assets
|
105.0
|
49.1
|
0.3
|
154.4
|
–
|
–
|
154.4
|
|||||||||||||||||||||
Prepaid and other current assets
|
166.0
|
155.1
|
(10.2
|
)
|
310.9
|
–
|
0.6
|
311.5
|
||||||||||||||||||||
Total current assets
|
2,998.6
|
4,668.2
|
(1,574.8
|
)
|
6,092.0
|
0.8
|
(32.1
|
)
|
6,060.7
|
|||||||||||||||||||
Property, plant and equipment, net
|
6,112.7
|
32,628.7
|
(3.8
|
)
|
38,737.6
|
–
|
–
|
38,737.6
|
||||||||||||||||||||
Investments in unconsolidated affiliates
|
43,962.6
|
4,170.6
|
(45,518.1
|
)
|
2,615.1
|
24,273.6
|
(24,273.6
|
)
|
2,615.1
|
|||||||||||||||||||
Intangible assets, net
|
659.2
|
2,963.0
|
(13.8
|
)
|
3,608.4
|
–
|
–
|
3,608.4
|
||||||||||||||||||||
Goodwill
|
459.5
|
5,285.7
|
–
|
5,745.2
|
–
|
–
|
5,745.2
|
|||||||||||||||||||||
Other assets
|
292.1
|
131.9
|
(222.1
|
)
|
201.9
|
0.9
|
–
|
202.8
|
||||||||||||||||||||
Total assets
|
$
|
54,484.7
|
$
|
49,848.1
|
$
|
(47,332.6
|
)
|
$
|
57,000.2
|
$
|
24,275.3
|
$
|
(24,305.7
|
)
|
$
|
56,969.8
|
||||||||||||
|
||||||||||||||||||||||||||||
LIABILITIES AND EQUITY
|
||||||||||||||||||||||||||||
Current liabilities:
|
||||||||||||||||||||||||||||
Current maturities of debt
|
$
|
1,500.0
|
$
|
0.1
|
$
|
–
|
$
|
1,500.1
|
$
|
–
|
$
|
–
|
$
|
1,500.1
|
||||||||||||||
Accounts payable – trade
|
404.0
|
734.3
|
(35.5
|
)
|
1,102.8
|
–
|
–
|
1,102.8
|
||||||||||||||||||||
Accounts payable – related parties
|
1,557.3
|
127.5
|
(1,543.9
|
)
|
140.9
|
31.9
|
(32.6
|
)
|
140.2
|
|||||||||||||||||||
Accrued product payables
|
1,574.7
|
1,902.3
|
(1.2
|
)
|
3,475.8
|
–
|
–
|
3,475.8
|
||||||||||||||||||||
Accrued interest
|
395.5
|
0.9
|
(0.8
|
)
|
395.6
|
–
|
–
|
395.6
|
||||||||||||||||||||
Derivative liabilities
|
86.2
|
61.7
|
0.3
|
148.2
|
–
|
–
|
148.2
|
|||||||||||||||||||||
Other current liabilities
|
87.9
|
326.3
|
(9.4
|
)
|
404.8
|
–
|
–
|
404.8
|
||||||||||||||||||||
Total current liabilities
|
5,605.6
|
3,153.1
|
(1,590.5
|
)
|
7,168.2
|
31.9
|
(32.6
|
)
|
7,167.5
|
|||||||||||||||||||
Long-term debt
|
24,663.4
|
14.7
|
–
|
24,678.1
|
–
|
–
|
24,678.1
|
|||||||||||||||||||||
Deferred tax liabilities
|
17.0
|
62.0
|
(0.9
|
)
|
78.1
|
–
|
2.3
|
80.4
|
||||||||||||||||||||
Other long-term liabilities
|
65.2
|
518.4
|
(221.9
|
)
|
361.7
|
389.9
|
–
|
751.6
|
||||||||||||||||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Equity:
|
||||||||||||||||||||||||||||
Partners’ and other owners’ equity
|
24,133.5
|
46,031.8
|
(45,917.9
|
)
|
24,247.4
|
23,853.5
|
(24,247.4
|
)
|
23,853.5
|
|||||||||||||||||||
Noncontrolling interests
|
–
|
68.1
|
398.6
|
466.7
|
–
|
(28.0
|
)
|
438.7
|
||||||||||||||||||||
Total equity
|
24,133.5
|
46,099.9
|
(45,519.3
|
)
|
24,714.1
|
23,853.5
|
(24,275.4
|
)
|
24,292.2
|
|||||||||||||||||||
Total liabilities and equity
|
$
|
54,484.7
|
$
|
49,848.1
|
$
|
(47,332.6
|
)
|
$
|
57,000.2
|
$
|
24,275.3
|
$
|
(24,305.7
|
)
|
$
|
56,969.8
|
|
EPO and Subsidiaries
|
|||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other
Subsidiaries
(Non-
guarantor)
|
EPO and
Subsidiaries
Eliminations
and
Adjustments
|
Consolidated
EPO and
Subsidiaries
|
Enterprise
Products
Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated
Total
|
|||||||||||||||||||||
Revenues
|
$
|
35,396.9
|
$
|
21,849.0
|
$
|
(24,456.7
|
)
|
$
|
32,789.2
|
$
|
–
|
$
|
–
|
$
|
32,789.2
|
|||||||||||||
Costs and expenses:
|
||||||||||||||||||||||||||||
Operating costs and expenses
|
34,074.1
|
17,438.7
|
(24,451.0
|
)
|
27,061.8
|
–
|
–
|
27,061.8
|
||||||||||||||||||||
General and administrative costs
|
32.2
|
174.2
|
3.1
|
209.5
|
2.2
|
–
|
211.7
|
|||||||||||||||||||||
Total costs and expenses
|
34,106.3
|
17,612.9
|
(24,447.9
|
)
|
27,271.3
|
2.2
|
–
|
27,273.5
|
||||||||||||||||||||
Equity in income of unconsolidated affiliates
|
4,667.1
|
648.7
|
(4,752.8
|
)
|
563.0
|
4,713.0
|
(4,713.0
|
)
|
563.0
|
|||||||||||||||||||
Operating income
|
5,957.7
|
4,884.8
|
(4,761.6
|
)
|
6,080.9
|
4,710.8
|
(4,713.0
|
)
|
6,078.7
|
|||||||||||||||||||
Other income (expense):
|
||||||||||||||||||||||||||||
Interest expense
|
(1,243.8
|
)
|
(10.5
|
)
|
11.3
|
(1,243.0
|
)
|
–
|
–
|
(1,243.0
|
)
|
|||||||||||||||||
Other, net
|
19.8
|
8.0
|
(11.3
|
)
|
16.5
|
(119.5
|
)
|
–
|
(103.0
|
)
|
||||||||||||||||||
Total other expense, net
|
(1,224.0
|
)
|
(2.5
|
)
|
–
|
(1,226.5
|
)
|
(119.5
|
)
|
–
|
(1,346.0
|
)
|
||||||||||||||||
Income before income taxes
|
4,733.7
|
4,882.3
|
(4,761.6
|
)
|
4,854.4
|
4,591.3
|
(4,713.0
|
)
|
4,732.7
|
|||||||||||||||||||
Provision for income taxes
|
(16.5
|
)
|
(28.3
|
)
|
0.3
|
(44.5
|
)
|
–
|
(1.1
|
)
|
(45.6
|
)
|
||||||||||||||||
Net income
|
4,717.2
|
4,854.0
|
(4,761.3
|
)
|
4,809.9
|
4,591.3
|
(4,714.1
|
)
|
4,687.1
|
|||||||||||||||||||
Net loss (income) attributable to noncontrolling interests
|
–
|
(6.6
|
)
|
(94.7
|
)
|
(101.3
|
)
|
–
|
5.5
|
(95.8
|
)
|
|||||||||||||||||
Net income attributable to entity
|
$
|
4,717.2
|
$
|
4,847.4
|
$
|
(4,856.0
|
)
|
$
|
4,708.6
|
$
|
4,591.3
|
$
|
(4,708.6
|
)
|
$
|
4,591.3
|
|
EPO and Subsidiaries
|
|||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other
Subsidiaries
(Non-
guarantor)
|
EPO and
Subsidiaries
Eliminations
and
Adjustments
|
Consolidated
EPO and
Subsidiaries
|
Enterprise
Products
Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated
Total
|
|||||||||||||||||||||
Revenues
|
$
|
42,946.4
|
$
|
23,756.4
|
$
|
(30,168.6
|
)
|
$
|
36,534.2
|
$
|
–
|
$
|
–
|
$
|
36,534.2
|
|||||||||||||
Costs and expenses:
|
||||||||||||||||||||||||||||
Operating costs and expenses
|
41,718.2
|
19,845.2
|
(30,166.1
|
)
|
31,397.3
|
–
|
–
|
31,397.3
|
||||||||||||||||||||
General and administrative costs
|
31.8
|
172.0
|
2.1
|
205.9
|
2.3
|
0.1
|
208.3
|
|||||||||||||||||||||
Total costs and expenses
|
41,750.0
|
20,017.2
|
(30,164.0
|
)
|
31,603.2
|
2.3
|
0.1
|
31,605.6
|
||||||||||||||||||||
Equity in income of unconsolidated affiliates
|
4,148.3
|
587.2
|
(4,255.5
|
)
|
480.0
|
4,230.8
|
(4,230.8
|
)
|
480.0
|
|||||||||||||||||||
Operating income
|
5,344.7
|
4,326.4
|
(4,260.1
|
)
|
5,411.0
|
4,228.5
|
(4,230.9
|
)
|
5,408.6
|
|||||||||||||||||||
Other income (expense):
|
||||||||||||||||||||||||||||
Interest expense
|
(1,097.1
|
)
|
(10.5
|
)
|
10.9
|
(1,096.7
|
)
|
–
|
–
|
(1,096.7
|
)
|
|||||||||||||||||
Other, net
|
12.1
|
41.8
|
(10.9
|
)
|
43.0
|
(56.1
|
)
|
–
|
(13.1
|
)
|
||||||||||||||||||
Total other expense, net
|
(1,085.0
|
)
|
31.3
|
–
|
(1,053.7
|
)
|
(56.1
|
)
|
–
|
(1,109.8
|
)
|
|||||||||||||||||
Income before income taxes
|
4,259.7
|
4,357.7
|
(4,260.1
|
)
|
4,357.3
|
4,172.4
|
(4,230.9
|
)
|
4,298.8
|
|||||||||||||||||||
Provision for income taxes
|
(29.2
|
)
|
(29.6
|
)
|
–
|
(58.8
|
)
|
–
|
(1.5
|
)
|
(60.3
|
)
|
||||||||||||||||
Net income
|
4,230.5
|
4,328.1
|
(4,260.1
|
)
|
4,298.5
|
4,172.4
|
(4,232.4
|
)
|
4,238.5
|
|||||||||||||||||||
Net loss (income) attributable to noncontrolling interests
|
–
|
(7.6
|
)
|
(63.8
|
)
|
(71.4
|
)
|
–
|
5.3
|
(66.1
|
)
|
|||||||||||||||||
Net income attributable to entity
|
$
|
4,230.5
|
$
|
4,320.5
|
$
|
(4,323.9
|
)
|
$
|
4,227.1
|
$
|
4,172.4
|
$
|
(4,227.1
|
)
|
$
|
4,172.4
|
|
EPO and Subsidiaries
|
|||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other
Subsidiaries
(Non-
guarantor)
|
EPO and
Subsidiaries
Eliminations
and
Adjustments
|
Consolidated
EPO and
Subsidiaries
|
Enterprise
Products
Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated
Total
|
|||||||||||||||||||||
Revenues
|
$
|
40,696.8
|
$
|
18,451.2
|
$
|
(29,906.5
|
)
|
$
|
29,241.5
|
$
|
–
|
$
|
–
|
$
|
29,241.5
|
|||||||||||||
Costs and expenses:
|
||||||||||||||||||||||||||||
Operating costs and expenses
|
39,809.6
|
15,654.9
|
(29,907.0
|
)
|
25,557.5
|
–
|
–
|
25,557.5
|
||||||||||||||||||||
General and administrative costs
|
31.4
|
148.0
|
(0.1
|
)
|
179.3
|
1.8
|
–
|
181.1
|
||||||||||||||||||||
Total costs and expenses
|
39,841.0
|
15,802.9
|
(29,907.1
|
)
|
25,736.8
|
1.8
|
–
|
25,738.6
|
||||||||||||||||||||
Equity in income of unconsolidated affiliates
|
2,990.1
|
566.8
|
(3,130.9
|
)
|
426.0
|
2,865.4
|
(2,865.4
|
)
|
426.0
|
|||||||||||||||||||
Operating income
|
3,845.9
|
3,215.1
|
(3,130.3
|
)
|
3,930.7
|
2,863.6
|
(2,865.4
|
)
|
3,928.9
|
|||||||||||||||||||
Other income (expense):
|
||||||||||||||||||||||||||||
Interest expense
|
(982.5
|
)
|
(11.8
|
)
|
9.7
|
(984.6
|
)
|
–
|
–
|
(984.6
|
)
|
|||||||||||||||||
Other, net
|
9.2
|
1.8
|
(9.7
|
)
|
1.3
|
(64.3
|
)
|
–
|
(63.0
|
)
|
||||||||||||||||||
Total other expense, net
|
(973.3
|
)
|
(10.0
|
)
|
–
|
(983.3
|
)
|
(64.3
|
)
|
–
|
(1,047.6
|
)
|
||||||||||||||||
Income before income taxes
|
2,872.6
|
3,205.1
|
(3,130.3
|
)
|
2,947.4
|
2,799.3
|
(2,865.4
|
)
|
2,881.3
|
|||||||||||||||||||
Provision for income taxes
|
(12.0
|
)
|
(13.7
|
)
|
–
|
(25.7
|
)
|
–
|
–
|
(25.7
|
)
|
|||||||||||||||||
Net income
|
2,860.6
|
3,191.4
|
(3,130.3
|
)
|
2,921.7
|
2,799.3
|
(2,865.4
|
)
|
2,855.6
|
|||||||||||||||||||
Net loss (income) attributable to noncontrolling interests
|
–
|
(6.5
|
)
|
(55.1
|
)
|
(61.6
|
)
|
–
|
5.3
|
(56.3
|
)
|
|||||||||||||||||
Net income attributable to entity
|
$
|
2,860.6
|
$
|
3,184.9
|
$
|
(3,185.4
|
)
|
$
|
2,860.1
|
$
|
2,799.3
|
$
|
(2,860.1
|
)
|
$
|
2,799.3
|
|
EPO and Subsidiaries
|
|||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other
Subsidiaries
(Non-
guarantor)
|
EPO and
Subsidiaries
Eliminations
and
Adjustments
|
Consolidated
EPO and
Subsidiaries
|
Enterprise
Products
Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated
Total
|
|||||||||||||||||||||
Comprehensive income
|
$
|
4,890.2
|
$
|
4,701.5
|
$
|
(4,761.3
|
)
|
$
|
4,830.4
|
$
|
4,611.8
|
$
|
(4,734.6
|
)
|
$
|
4,707.6
|
||||||||||||
Comprehensive loss (income) attributable to noncontrolling interests
|
–
|
(6.6
|
)
|
(94.7
|
)
|
(101.3
|
)
|
–
|
5.5
|
(95.8
|
)
|
|||||||||||||||||
Comprehensive income attributable to entity
|
$
|
4,890.2
|
$
|
4,694.9
|
$
|
(4,856.0
|
)
|
$
|
4,729.1
|
$
|
4,611.8
|
$
|
(4,729.1
|
)
|
$
|
4,611.8
|
|
EPO and Subsidiaries
|
|||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other
Subsidiaries
(Non-
guarantor)
|
EPO and
Subsidiaries
Eliminations
and
Adjustments
|
Consolidated
EPO and
Subsidiaries
|
Enterprise
Products
Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated
Total
|
|||||||||||||||||||||
Comprehensive income
|
$
|
4,312.6
|
$
|
4,468.5
|
$
|
(4,260.1
|
)
|
$
|
4,521.0
|
$
|
4,395.0
|
$
|
(4,454.9
|
)
|
$
|
4,461.1
|
||||||||||||
Comprehensive loss (income) attributable to noncontrolling interests
|
–
|
(7.6
|
)
|
(63.8
|
)
|
(71.4
|
)
|
–
|
5.3
|
(66.1
|
)
|
|||||||||||||||||
Comprehensive income attributable to entity
|
$
|
4,312.6
|
$
|
4,460.9
|
$
|
(4,323.9
|
)
|
$
|
4,449.6
|
$
|
4,395.0
|
$
|
(4,449.6
|
)
|
$
|
4,395.0
|
|
EPO and Subsidiaries
|
|||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other
Subsidiaries
(Non-
guarantor)
|
EPO and
Subsidiaries
Eliminations
and
Adjustments
|
Consolidated
EPO and
Subsidiaries
|
Enterprise
Products
Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated
Total
|
|||||||||||||||||||||
Comprehensive income
|
$
|
2,951.7
|
$
|
3,208.6
|
$
|
(3,130.2
|
)
|
$
|
3,030.1
|
$
|
2,907.6
|
$
|
(2,973.8
|
)
|
$
|
2,963.9
|
||||||||||||
Comprehensive loss (income) attributable to noncontrolling interests
|
–
|
(6.5
|
)
|
(55.1
|
)
|
(61.6
|
)
|
–
|
5.3
|
(56.3
|
)
|
|||||||||||||||||
Comprehensive income attributable to entity
|
$
|
2,951.7
|
$
|
3,202.1
|
$
|
(3,185.3
|
)
|
$
|
2,968.5
|
$
|
2,907.6
|
$
|
(2,968.5
|
)
|
$
|
2,907.6
|
|
EPO and Subsidiaries
|
|||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other
Subsidiaries
(Non-
guarantor)
|
EPO and
Subsidiaries
Eliminations
and
Adjustments
|
Consolidated
EPO and
Subsidiaries
|
Enterprise
Products
Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated
Total
|
|||||||||||||||||||||
Operating activities:
|
||||||||||||||||||||||||||||
Net income
|
$
|
4,717.2
|
$
|
4,854.0
|
$
|
(4,761.3
|
)
|
$
|
4,809.9
|
$
|
4,591.3
|
$
|
(4,714.1
|
)
|
$
|
4,687.1
|
||||||||||||
Reconciliation of net income to net cash flows provided by operating activities:
|
||||||||||||||||||||||||||||
Depreciation, amortization and accretion
|
309.0
|
1,642.7
|
(2.4
|
)
|
1,949.3
|
–
|
–
|
1,949.3
|
||||||||||||||||||||
Equity in income of unconsolidated affiliates
|
(4,667.1
|
)
|
(648.7
|
)
|
4,752.8
|
(563.0
|
)
|
(4,713.0
|
)
|
4,713.0
|
(563.0
|
)
|
||||||||||||||||
Distributions received from unconsolidated affiliates attributable to earnings
|
1,560.7
|
317.7
|
(1,310.4
|
)
|
568.0
|
4,005.8
|
(4,005.8
|
)
|
568.0
|
|||||||||||||||||||
Net effect of changes in operating accounts and other operating activities
|
3,007.5
|
(3,294.0
|
)
|
35.5
|
(251.0
|
)
|
129.9
|
0.2
|
(120.9
|
)
|
||||||||||||||||||
Net cash flows provided by operating activities
|
4,927.3
|
2,871.7
|
(1,285.8
|
)
|
6,513.2
|
4,014.0
|
(4,006.7
|
)
|
6,520.5
|
|||||||||||||||||||
Investing activities:
|
||||||||||||||||||||||||||||
Capital expenditures
|
(675.4
|
)
|
(3,850.2
|
)
|
(6.1
|
)
|
(4,531.7
|
)
|
–
|
–
|
(4,531.7
|
)
|
||||||||||||||||
Proceeds from asset sales
|
2.3
|
18.3
|
–
|
20.6
|
–
|
–
|
20.6
|
|||||||||||||||||||||
Other investing activities
|
(2,080.6
|
)
|
3.7
|
2,012.5
|
(64.4
|
)
|
(119.3
|
)
|
119.3
|
(64.4
|
)
|
|||||||||||||||||
Cash used in investing activities
|
(2,753.7
|
)
|
(3,828.2
|
)
|
2,006.4
|
(4,575.5
|
)
|
(119.3
|
)
|
119.3
|
(4,575.5
|
)
|
||||||||||||||||
Financing activities:
|
||||||||||||||||||||||||||||
Borrowings under debt agreements
|
58,172.6
|
–
|
–
|
58,172.6
|
–
|
–
|
58,172.6
|
|||||||||||||||||||||
Repayments of debt
|
(56,716.4
|
)
|
(0.1
|
)
|
–
|
(56,716.5
|
)
|
–
|
–
|
(56,716.5
|
)
|
|||||||||||||||||
Cash distributions paid to partners
|
(4,005.8
|
)
|
(1,871.7
|
)
|
1,871.7
|
(4,005.8
|
)
|
(3,839.8
|
)
|
4,005.8
|
(3,839.8
|
)
|
||||||||||||||||
Cash payments made in connection with DERs
|
–
|
–
|
–
|
–
|
(22.1
|
)
|
–
|
(22.1
|
)
|
|||||||||||||||||||
Cash distributions paid to noncontrolling interests
|
–
|
(9.5
|
)
|
(97.6
|
)
|
(107.1
|
)
|
–
|
0.9
|
(106.2
|
)
|
|||||||||||||||||
Cash contributions from noncontrolling interests
|
–
|
–
|
632.8
|
632.8
|
–
|
–
|
632.8
|
|||||||||||||||||||||
Net cash proceeds from issuance of common units
|
–
|
–
|
–
|
–
|
82.2
|
–
|
82.2
|
|||||||||||||||||||||
Common units acquired in connection with 2019 Buyback Program
|
–
|
–
|
–
|
–
|
(81.1
|
)
|
–
|
(81.1
|
)
|
|||||||||||||||||||
Cash contributions from owners
|
119.3
|
3,109.0
|
(3,109.0
|
)
|
119.3
|
–
|
(119.3
|
)
|
–
|
|||||||||||||||||||
Other financing activities
|
(27.5
|
)
|
(5.7
|
)
|
–
|
(33.2
|
)
|
(33.8
|
)
|
–
|
(67.0
|
)
|
||||||||||||||||
Cash provided by (used in) financing activities
|
(2,457.8
|
)
|
1,222.0
|
(702.1
|
)
|
(1,937.9
|
)
|
(3,894.6
|
)
|
3,887.4
|
(1,945.1
|
)
|
||||||||||||||||
Net change in cash and cash equivalents,
including restricted cash
|
(284.2
|
)
|
265.5
|
18.5
|
(0.2
|
)
|
0.1
|
–
|
(0.1
|
)
|
||||||||||||||||||
Cash and cash equivalents, including
restricted cash, January 1
|
393.4
|
50.3
|
(33.6
|
)
|
410.1
|
–
|
–
|
410.1
|
||||||||||||||||||||
Cash and cash equivalents, including
restricted cash, December 31
|
$
|
109.2
|
$
|
315.8
|
$
|
(15.1
|
)
|
$
|
409.9
|
$
|
0.1
|
$
|
–
|
$
|
410.0
|
|
EPO and Subsidiaries
|
|||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other
Subsidiaries
(Non-
guarantor)
|
EPO and
Subsidiaries
Eliminations
and
Adjustments
|
Consolidated
EPO and
Subsidiaries
|
Enterprise
Products
Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated
Total
|
|||||||||||||||||||||
Operating activities:
|
||||||||||||||||||||||||||||
Net income
|
$
|
4,230.5
|
$
|
4,328.1
|
$
|
(4,260.1
|
)
|
$
|
4,298.5
|
$
|
4,172.4
|
$
|
(4,232.4
|
)
|
$
|
4,238.5
|
||||||||||||
Reconciliation of net income to net cash flows provided by operating activities:
|
||||||||||||||||||||||||||||
Depreciation, amortization and accretion
|
279.9
|
1,512.1
|
(0.4
|
)
|
1,791.6
|
–
|
–
|
1,791.6
|
||||||||||||||||||||
Equity in income of unconsolidated affiliates
|
(4,148.3
|
)
|
(587.2
|
)
|
4,255.5
|
(480.0
|
)
|
(4,230.8
|
)
|
4,230.8
|
(480.0
|
)
|
||||||||||||||||
Distributions received from unconsolidated affiliates attributable to earnings
|
1,248.9
|
263.0
|
(1,032.5
|
)
|
479.4
|
3,780.0
|
(3,780.0
|
)
|
479.4
|
|||||||||||||||||||
Net effect of changes in operating accounts and other operating activities
|
3,221.5
|
(3,244.2
|
)
|
(2.3
|
)
|
(25.0
|
)
|
121.2
|
0.6
|
96.8
|
||||||||||||||||||
Net cash flows provided by operating activities
|
4,832.5
|
2,271.8
|
(1,039.8
|
)
|
6,064.5
|
3,842.8
|
(3,781.0
|
)
|
6,126.3
|
|||||||||||||||||||
Investing activities:
|
||||||||||||||||||||||||||||
Capital expenditures
|
(692.0
|
)
|
(3,476.0
|
)
|
–
|
(4,168.0
|
)
|
(55.2
|
)
|
–
|
(4,223.2
|
)
|
||||||||||||||||
Cash used for business combinations, net of cash received
|
–
|
(150.6
|
)
|
–
|
(150.6
|
)
|
–
|
–
|
(150.6
|
)
|
||||||||||||||||||
Proceeds from asset sales
|
129.3
|
31.9
|
–
|
161.2
|
–
|
–
|
161.2
|
|||||||||||||||||||||
Other investing activities
|
(2,288.2
|
)
|
196.2
|
2,023.0
|
(69.0
|
)
|
(523.3
|
)
|
523.3
|
(69.0
|
)
|
|||||||||||||||||
Cash used in investing activities
|
(2,850.9
|
)
|
(3,398.5
|
)
|
2,023.0
|
(4,226.4
|
)
|
(578.5
|
)
|
523.3
|
(4,281.6
|
)
|
||||||||||||||||
Financing activities:
|
||||||||||||||||||||||||||||
Borrowings under debt agreements
|
79,588.7
|
11.5
|
(11.5
|
)
|
79,588.7
|
–
|
–
|
79,588.7
|
||||||||||||||||||||
Repayments of debt
|
(77,956.7
|
)
|
(0.4
|
)
|
–
|
(77,957.1
|
)
|
–
|
–
|
(77,957.1
|
)
|
|||||||||||||||||
Cash distributions paid to partners
|
(3,780.0
|
)
|
(1,333.1
|
)
|
1,333.1
|
(3,780.0
|
)
|
(3,726.9
|
)
|
3,780.0
|
(3,726.9
|
)
|
||||||||||||||||
Cash payments made in connection with DERs
|
–
|
–
|
–
|
–
|
(17.7
|
)
|
–
|
(17.7
|
)
|
|||||||||||||||||||
Cash distributions paid to noncontrolling interests
|
–
|
(9.2
|
)
|
(73.4
|
)
|
(82.6
|
)
|
–
|
1.0
|
(81.6
|
)
|
|||||||||||||||||
Cash contributions from noncontrolling interests
|
–
|
–
|
238.1
|
238.1
|
–
|
–
|
238.1
|
|||||||||||||||||||||
Net cash proceeds from issuance of common units
|
–
|
–
|
–
|
–
|
538.4
|
–
|
538.4
|
|||||||||||||||||||||
Common units acquired in connection with Legacy Buyback Program
|
–
|
–
|
–
|
–
|
(30.8
|
)
|
–
|
(30.8
|
)
|
|||||||||||||||||||
Cash contributions from owners
|
523.3
|
2,476.7
|
(2,476.7
|
)
|
523.3
|
–
|
(523.3
|
)
|
–
|
|||||||||||||||||||
Other financing activities
|
(28.7
|
)
|
–
|
–
|
(28.7
|
)
|
(27.3
|
)
|
–
|
(56.0
|
)
|
|||||||||||||||||
Cash provided by (used in) financing activities
|
(1,653.4
|
)
|
1,145.5
|
(990.4
|
)
|
(1,498.3
|
)
|
(3,264.3
|
)
|
3,257.7
|
(1,504.9
|
)
|
||||||||||||||||
Net change in cash and cash equivalents,
including restricted cash
|
328.2
|
18.8
|
(7.2
|
)
|
339.8
|
–
|
–
|
339.8
|
||||||||||||||||||||
Cash and cash equivalents, including
restricted cash, January 1
|
65.2
|
31.5
|
(26.4
|
)
|
70.3
|
–
|
–
|
70.3
|
||||||||||||||||||||
Cash and cash equivalents, including
restricted cash, December 31
|
$
|
393.4
|
$
|
50.3
|
$
|
(33.6
|
)
|
$
|
410.1
|
$
|
–
|
$
|
–
|
$
|
410.1
|
|
EPO and Subsidiaries
|
|||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other
Subsidiaries
(Non-
guarantor)
|
EPO and
Subsidiaries
Eliminations
and
Adjustments
|
Consolidated
EPO and
Subsidiaries
|
Enterprise
Products
Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated
Total
|
|||||||||||||||||||||
Operating activities:
|
||||||||||||||||||||||||||||
Net income
|
$
|
2,860.6
|
$
|
3,191.4
|
$
|
(3,130.3
|
)
|
$
|
2,921.7
|
$
|
2,799.3
|
$
|
(2,865.4
|
)
|
$
|
2,855.6
|
||||||||||||
Reconciliation of net income to net cash flows provided by operating activities:
|
||||||||||||||||||||||||||||
Depreciation, amortization and accretion
|
216.6
|
1,427.8
|
(0.4
|
)
|
1,644.0
|
–
|
–
|
1,644.0
|
||||||||||||||||||||
Equity in income of unconsolidated affiliates
|
(2,990.1
|
)
|
(566.8
|
)
|
3,130.9
|
(426.0
|
)
|
(2,865.4
|
)
|
2,865.4
|
(426.0
|
)
|
||||||||||||||||
Distributions received from unconsolidated affiliates attributable to earnings
|
1,162.8
|
272.7
|
(1,001.8
|
)
|
433.7
|
3,574.6
|
(3,574.6
|
)
|
433.7
|
|||||||||||||||||||
Net effect of changes in operating accounts and other operating activities
|
2,812.2
|
(2,726.3
|
)
|
(19.1
|
)
|
66.8
|
93.2
|
(1.0
|
)
|
159.0
|
||||||||||||||||||
Net cash flows provided by operating activities
|
4,062.1
|
1,598.8
|
(1,020.7
|
)
|
4,640.2
|
3,601.7
|
(3,575.6
|
)
|
4,666.3
|
|||||||||||||||||||
Investing activities:
|
||||||||||||||||||||||||||||
Capital expenditures
|
(846.8
|
)
|
(2,255.0
|
)
|
–
|
(3,101.8
|
)
|
–
|
–
|
(3,101.8
|
)
|
|||||||||||||||||
Cash used for business combinations, net of cash received
|
(7.3
|
)
|
(191.4
|
)
|
–
|
(198.7
|
)
|
–
|
–
|
(198.7
|
)
|
|||||||||||||||||
Proceeds from asset sales
|
17.0
|
23.1
|
–
|
40.1
|
–
|
–
|
40.1
|
|||||||||||||||||||||
Other investing activities
|
(1,908.5
|
)
|
(28.0
|
)
|
1,910.8
|
(25.7
|
)
|
(1,060.5
|
)
|
1,060.5
|
(25.7
|
)
|
||||||||||||||||
Cash used in investing activities
|
(2,745.6
|
)
|
(2,451.3
|
)
|
1,910.8
|
(3,286.1
|
)
|
(1,060.5
|
)
|
1,060.5
|
(3,286.1
|
)
|
||||||||||||||||
Financing activities:
|
||||||||||||||||||||||||||||
Borrowings under debt agreements
|
69,349.3
|
–
|
(34.0
|
)
|
69,315.3
|
–
|
–
|
69,315.3
|
||||||||||||||||||||
Repayments of debt
|
(68,459.5
|
)
|
(0.1
|
)
|
–
|
(68,459.6
|
)
|
–
|
–
|
(68,459.6
|
)
|
|||||||||||||||||
Cash distributions paid to partners
|
(3,574.6
|
)
|
(1,065.3
|
)
|
1,065.3
|
(3,574.6
|
)
|
(3,569.9
|
)
|
3,574.6
|
(3,569.9
|
)
|
||||||||||||||||
Cash payments made in connection with DERs
|
–
|
–
|
–
|
–
|
(15.1
|
)
|
–
|
(15.1
|
)
|
|||||||||||||||||||
Cash distributions paid to noncontrolling interests
|
–
|
(9.6
|
)
|
(40.6
|
)
|
(50.2
|
)
|
–
|
1.0
|
(49.2
|
)
|
|||||||||||||||||
Cash contributions from noncontrolling interests
|
–
|
0.1
|
0.3
|
0.4
|
–
|
–
|
0.4
|
|||||||||||||||||||||
Net cash proceeds from issuance of common units
|
–
|
–
|
–
|
–
|
1,073.4
|
–
|
1,073.4
|
|||||||||||||||||||||
Cash contributions from owners
|
1,060.5
|
1,900.0
|
(1,900.0
|
)
|
1,060.5
|
–
|
(1,060.5
|
)
|
–
|
|||||||||||||||||||
Other financing activities
|
6.8
|
–
|
–
|
6.8
|
(29.6
|
)
|
–
|
(22.8
|
)
|
|||||||||||||||||||
Cash provided by (used in) financing activities
|
(1,617.5
|
)
|
825.1
|
(909.0
|
)
|
(1,701.4
|
)
|
(2,541.2
|
)
|
2,515.1
|
(1,727.5
|
)
|
||||||||||||||||
Net change in cash and cash equivalents,
including restricted cash
|
(301.0
|
)
|
(27.4
|
)
|
(18.9
|
)
|
(347.3
|
)
|
–
|
–
|
(347.3
|
)
|
||||||||||||||||
Cash and cash equivalents, including
restricted cash, January 1
|
366.2
|
58.9
|
(7.5
|
)
|
417.6
|
–
|
–
|
417.6
|
||||||||||||||||||||
Cash and cash equivalents, including
restricted cash, December 31
|
$
|
65.2
|
$
|
31.5
|
$
|
(26.4
|
)
|
$
|
70.3
|
$
|
–
|
$
|
–
|
$
|
70.3
|
•
|
a current list of the name and last known address of each partner;
|
•
|
a copy of our tax returns;
|
•
|
information as to the amount of cash and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each became
a partner;
|
•
|
copies of our partnership agreement, our certificate of limited partnership, amendments to either of them and powers of attorney which have been
executed under our partnership agreement;
|
•
|
information regarding the status of our business and financial condition; and
|
•
|
any other information regarding our affairs as is just and reasonable.
|
•
|
less the amount of cash reserves that is necessary or
appropriate in the reasonable discretion of the general partner to:
|
•
|
provide for the proper conduct of our business (including reserves for our future capital expenditures and for our future credit needs) subsequent to such
quarter;
|
•
|
comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which we are a party or
to which we are bound or our assets are subject; or
|
•
|
provide funds for distributions to unitholders in respect of any one or more of the next four quarters;
|
•
|
plus all cash on hand on the date of determination of
available cash for the quarter resulting from working capital borrowings made after the end of the quarter or certain interim capital transactions after the end of such quarter designated by our general partner as operating surplus in
accordance with the partnership agreement. Working capital borrowings are generally borrowings that are made under our credit facilities and in all cases are used solely for working capital purposes or to pay distributions to partners.
|
•
|
first, to the unitholders having negative balances in
their capital accounts to the extent of and in proportion to such negative balances; and
|
•
|
second, to the unitholders, pro rata.
|
•
|
first, to the unitholders in proportion to the positive
balances in their respective capital accounts, until the capital accounts of the unitholders have been reduced to zero; and
|
•
|
second, to the unitholders, pro rata.
|
•
|
distributions of our available cash are described under “Cash Distribution Policy”; and
|
•
|
rights of holders of common units are described under “Description of Our Common Units.”
|
•
|
the merger of our partnership or a sale, exchange or other disposition of all or substantially all of our assets;
|
•
|
the removal of our general partner (requires 60% of the outstanding common units, including common units held by our general partner and its affiliates);
|
•
|
the election of a successor general partner;
|
•
|
the dissolution of our partnership or the reconstitution of our partnership upon dissolution;
|
•
|
approval of certain actions of our general partner (including the transfer by the general partner of its general partner interest under certain
circumstances); and
|
•
|
certain amendments to the partnership agreement, including any amendment that would cause us to be treated as an association taxable as a corporation.
|
•
|
a change in our names, the location of our principal place of business, our registered agent or our registered office;
|
•
|
the admission, substitution, withdrawal or removal of partners;
|
•
|
a change to qualify or continue our qualification as a limited partnership or a partnership in which our limited partners have limited liability under the
laws of any state or to ensure that neither we, EPO, nor any of our subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes;
|
•
|
a change that does not adversely affect our limited partners in any material respect;
|
•
|
a change to (i) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state
agency or judicial authority or contained in any federal or state statute or (ii) facilitate the trading of our limited partner interests or comply with any rule, regulation, guideline or requirement of any national securities exchange on
which our limited partner interests are or will be listed for trading;
|
•
|
a change in our fiscal year or taxable year and any changes that are necessary or advisable as a result of a change in our fiscal year or taxable year;
|
•
|
an amendment that is necessary to prevent us, or our general partner or its directors, officers, trustees or agents from being subjected to the provisions
of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended;
|
•
|
an amendment that is necessary or advisable in connection with the authorization or issuance of any class or series of our securities;
|
•
|
any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone;
|
•
|
an amendment effected, necessitated or contemplated by a merger agreement approved in accordance with our partnership agreement;
|
•
|
an amendment that is necessary or advisable to reflect, account for and deal with appropriately our formation of, or investment in, any corporation, partnership, joint venture, limited liability company or
other entity other than EPO, in connection with our conduct of activities permitted by our partnership agreement;
|
•
|
a merger or conveyance to effect a change in our legal form; or
|
•
|
any other amendments substantially similar to the foregoing.
|
•
|
first, towards the payment of all of our creditors and the
creation of a reserve for contingent liabilities; and
|
•
|
then, to all partners in accordance with the positive
balance in the respective capital accounts.
|
|
Jurisdiction
|
|
Name of Subsidiary
|
of Formation
|
Effective Ownership
|
Acadian Gas Pipeline System
|
Delaware
|
TXO-Acadian Gas Pipeline, LLC – 50%
MCN Acadian Gas Pipeline, LLC – 50%
|
Acadian Gas, LLC
|
Delaware
|
Duncan Energy Partners L.P. – 100%
|
Adamana Land Company, LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Arizona Gas Storage, L.L.C.
|
Delaware
|
Enterprise Arizona Gas, L.L.C. – 60%
Third Party – 40%
|
Baton Rouge Fractionators LLC
|
Delaware
|
Enterprise Products Operating LLC – 32.25%
Third Parties – 67.75%
|
Baton Rouge Pipeline LLC
|
Delaware
|
Baton Rouge Fractionators LLC – 100%
|
Baton Rouge Propylene Concentrator LLC
|
Delaware
|
Enterprise Products Operating LLC – 30%
Third Parties – 70%
|
Baymark Pipeline LLC
|
Texas
|
Enterprise Products Operating LLC – 70%
Third Party - 30%
|
Belle Rose NGL Pipeline, L.L.C.
|
Delaware
|
Enterprise NGL Pipelines, LLC –41.67%
Enterprise Products Operating LLC – 58.33%
|
Belvieu Environmental Fuels GP, LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
Belvieu Environmental Fuels LLC
|
Texas
|
Enterprise Products Operating LLC – 99%
Belvieu Environmental Fuels GP, LLC – 1%
|
Breviloba, LLC
|
Texas
|
Enterprise Products Operating LLC – 67%
Third Party – 33%
|
BTA ETG Gathering LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
BTA Gas Processing LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
Cajun Pipeline Company, LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
Calcasieu Gas Gathering System
|
Texas
|
TXO-Acadian Gas Pipeline, LLC – 50%
MCN Acadian Gas Pipeline, LLC – 50%
|
Canadian Enterprise Gas Products, Ltd.
|
Alberta, Canada
|
Enterprise Products Operating LLC – 100%
|
Centennial Pipeline LLC
|
Delaware
|
Enterprise TE Products Pipeline Company, LLC – 50%
Third Party – 50%
|
Chama Gas Services, LLC
|
Delaware
|
Enterprise New Mexico Ventures, LLC – 75%
Third Party – 25%
|
Channelview Fleeting Services, L.L.C.
|
Texas
|
Enterprise Marine Services LLC – 100%
|
Chaparral Pipeline Company, LLC
|
Texas
|
Enterprise Midstream Companies LLC – 99.999%
Enterprise NGL Pipelines II LLC – 0.001%
|
Chunchula Pipeline Company, LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
CTCO of Texas, LLC
|
Texas
|
Enterprise Marine Services LLC – 100%
|
Cypress Gas Marketing, LLC
|
Delaware
|
Acadian Gas, LLC – 100%
|
Dean Pipeline Company, LLC
|
Texas
|
Enterprise Midstream Companies LLC – 99.999%
Enterprise NGL Pipelines II LLC – 0.001%
|
Delaware Basin Gas Processing LLC
|
Delaware
|
Enterprise GC LLC – 100%
|
DEP Holdings, LLC
|
Delaware
|
Enterprise GTM Holdings L.P. – 100%
|
DEP Offshore Port System, LLC
|
Texas
|
Duncan Energy Partners L.P. – 100%
|
Dixie Pipeline Company LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Name of Subsidiary
|
Jurisdiction
of Formation
|
Effective Ownership
|
Duncan Energy Partners L.P.
|
Delaware
|
Enterprise GTM Holdings L.P. – 99.3%
DEP Holdings, LLC – 0.700%
|
Eagle Ford Pipeline LLC
|
Delaware
|
Enterprise Products Operating LLC – 50%
Third Party – 50%
|
Eagle Ford Terminals Corpus Christi LLC
|
Delaware
|
Enterprise Products Operating LLC – 50%
Third Party – 50%
|
EFS Midstream LLC
|
Delaware
|
Enterprise Acquisition Holdings LLC – 100%
|
EF Terminals Corpus Christi LLC
|
Delaware
|
Eagle Ford Terminals Corpus Christi LLC – 100%
|
Electra Shipyard Services LLC
|
Texas
|
Enterprise Marine Services LLC – 100%
|
Energy Ventures, LLC
|
Colorado
|
Enterprise Crude Oil LLC – 100%
|
Enterprise Acquisition Holdings LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Enterprise Appelt, LLC
|
Texas
|
Enterprise Houston Ship Channel, L.P. – 100%
|
Enterprise Arizona Gas, LLC
|
Delaware
|
Enterprise Field Services, LLC – 100%
|
Enterprise Crude GP LLC
|
Delaware
|
TCTM, L.P. – 100%
|
Enterprise Crude Oil LLC
|
Texas
|
TCTM, L.P. – 99.99%
Enterprise Crude GP LLC – 0.01%
|
Enterprise Crude Pipeline LLC
|
Texas
|
TCTM, L.P. – 99.99%
Enterprise Crude GP LLC – 0.01%
|
Enterprise Crude Terminals and Storage LLC
|
Texas
|
Enterprise Crude GP LLC – 100%
|
Enterprise Custom Marketing LLC
|
Delaware
|
Enterprise Crude Oil LLC – 100%
|
Enterprise EF78 LLC
|
Delaware
|
Enterprise Products Texas Operating LLC – 75%
Third Party – 25%
|
Enterprise Field Services, LLC
|
Texas
|
Enterprise GTM Holdings L.P. – 100%
|
Enterprise Field Services (Offshore) LLC
|
Texas
|
Enterprise GTM Holdings L.P. – 100%
|
Enterprise Fractionation, LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Enterprise Gas Liquids LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
Enterprise Gas Processing, LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Enterprise Gathering II LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Enterprise Gathering LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Enterprise GC LLC
|
Texas
|
Duncan Energy Partners L.P. – 100%
|
Enterprise GP LLC
|
Delaware
|
Enterprise TE Partners L.P. – 100%
|
Enterprise GTM Hattiesburg Storage, LLC
|
Delaware
|
Enterprise GTM Holdings L.P. – 100%
|
Enterprise GTM Holdings L.P.
|
Delaware
|
Enterprise Products Operating LLC – 99%
Enterprise GTMGP, LLC – 1%
|
Enterprise GTMGP, LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Enterprise Houston Ship Channel GP, LLC
|
Texas
|
Enterprise Terminaling Services, L.P. – 100%
|
Enterprise Houston Ship Channel, L.P.
|
Texas
|
Enterprise Terminaling Services, L.P. – 99%
Enterprise Houston Ship Channel GP, LLC – 1%
|
Enterprise Hydrocarbons L.P.
|
Delaware
|
Enterprise Products Texas Operating LLC – 99%
Enterprise Products Operating LLC – 1%
|
Enterprise Interstate Crude LLC
|
Texas
|
Enterprise Crude GP LLC – 100%
|
Enterprise Intrastate LLC
|
Delaware
|
Duncan Energy Partners L.P. – 100%
|
Enterprise Jonah Gas Gathering Company LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Name of Subsidiary
|
Jurisdiction
of Formation
|
Effective Ownership
|
Enterprise Logistic Services LLC
(DBA Enterprise Transportation Company)
|
Texas
|
Enterprise Products Operating LLC – 100%
|
Enterprise Lou-Tex NGL Pipeline L.P.
|
Texas
|
Enterprise Products Operating LLC – 99%
HSC Pipeline Partnership, LLC – 1%
|
Enterprise Lou-Tex Propylene Pipeline LLC
|
Texas
|
Duncan Energy Partners L.P. – 100%
|
Enterprise Louisiana Pipeline LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
Enterprise Marine Services LLC
|
Delaware
|
Enterprise TE Partners L.P. – 100%
|
Enterprise Midstream Companies LLC
|
Texas
|
Enterprise TE Partners L.P. – 99.999%
Enterprise GP LLC – 0.001%
|
Enterprise Mont Belvieu Program Company
|
Texas
|
Enterprise Products Operating LLC – 100%
|
Enterprise Natural Gas Pipeline LLC
|
Delaware
|
Enterprise GTM Holdings L.P. – 100%
|
Enterprise Navigator Ethylene Terminal LLC
|
Texas
|
Enterprise Products Operating LLC – 50%
Third Party – 50%
|
Enterprise New Mexico Ventures, LLC
|
Delaware
|
Enterprise Field Services, LLC – 100%
|
Enterprise NGL Pipelines II LLC
|
Delaware
|
Enterprise Midstream Companies LLC – 100%
|
Enterprise NGL Pipelines, LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Enterprise NGL Private Lines & Storage, LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Enterprise Offshore Port System, LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
Enterprise Pathfinder, LLC
|
Delaware
|
Enterprise GTM Holdings L.P. – 100%
|
Enterprise Pelican Pipeline L.P.
|
Texas
|
Evangeline Gulf Coast Gas, LLC – 90%
Evangeline Gas Corp. – 10%
|
Enterprise Plevna Marketing LLC
|
Delaware
|
Enterprise Crude Oil LLC – 100%
|
Enterprise Products BBCT LLC
|
Texas
|
Enterprise Crude Oil LLC – 99.99%
Enterprise Crude GP LLC – 0.01%
|
Enterprise Products Marketing Company LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
Enterprise Products OLPGP, Inc.
|
Delaware
|
Enterprise Products Partners L.P. – 100%
|
Enterprise Products Operating LLC
|
Texas
|
Enterprise Products Partners L.P. – 99.999%
Enterprise Products OLPGP, Inc. – 0.001%
|
Enterprise Products Pipeline Company LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Enterprise Products Texas Operating LLC
|
Texas
|
Enterprise Products Operating LLC – 99%
Enterprise Products OLPGP, Inc. – 1%
|
Enterprise Propane Terminals and Storage, LLC
|
Delaware
|
Enterprise Terminals & Storage, LLC – 100%
|
Enterprise Refined Products Company LLC
|
Delaware
|
Enterprise Products Operating LLC –100%
|
Enterprise Refined Products Marketing
Company LLC
|
Delaware
|
Enterprise Refined Products Company LLC – 100%
|
Enterprise Sage Marketing LLC
|
Delaware
|
Enterprise Crude Oil LLC – 100%
|
Enterprise Seaway L.P.
|
Delaware
|
Enterprise Products Operating LLC – 99.99%
Enterprise Crude GP LLC – 0.01%
|
Enterprise TE Investments LLC
|
Delaware
|
Enterprise Products Pipeline Company LLC – 100%
|
Enterprise TE Partners L.P.
|
Delaware
|
Enterprise Products Pipeline Company LLC – 2%
Enterprise Products Operating LLC – 98%
|
Enterprise TE Products Pipeline Company LLC
|
Texas
|
Enterprise TE Partners L.P. – 99.999%
Enterprise GP LLC – 0.001%
|
Enterprise Terminaling Services GP, LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Enterprise Terminaling Services, L.P.
|
Delaware
|
Enterprise Products Operating LLC – 98%
Enterprise Terminaling Services GP, LLC – 2%
|
Enterprise Terminalling LLC
|
Texas
|
Enterprise Products Operating LLC – 99%
Enterprise Gas Liquids LLC – 1%
|
Enterprise Terminals & Storage, LLC
|
Delaware
|
Mapletree, LLC – 100%
|
Enterprise Texas Pipeline LLC
|
Texas
|
Duncan Energy Partners L.P. – 100%
|
Name of Subsidiary
|
Jurisdiction
of Formation
|
Effective Ownership
|
Enterprise White River Hub, LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Evangeline Gas Corp.
|
Delaware
|
Evangeline Gulf Coast Gas, LLC – 100%
|
Evangeline Gulf Coast Gas, LLC
|
Delaware
|
Acadian Gas, LLC – 100%
|
Front Range Pipeline LLC
|
Delaware
|
Enterprise Products Operating LLC – 33.33%
Third Parties – 66.67%
|
Groves RGP Pipeline LLC
|
Texas
|
Enterprise Products Operating LLC – 99%
Enterprise Products Texas Operating LLC – 1%
|
HSC Pipeline Partnership, LLC
|
Texas
|
Enterprise Products Operating LLC – 99%
Enterprise Products OLPGP, Inc. – 1%
|
JMRS Transport Services, Inc.
|
Delaware
|
Enterprise Logistic Services LLC – 100%
|
K/D/S Promix, L.L.C.
|
Delaware
|
Enterprise Fractionation, LLC – 50%
Third Parties – 50%
|
La Porte Pipeline Company, L.P.
|
Texas
|
Enterprise Products Operating LLC – 79.24%
La Porte Pipeline GP, LLC – 1.0%
Third Party – 19.76%
|
La Porte Pipeline GP, L.L.C.
|
Delaware
|
Enterprise Products Operating LLC – 80.04%
Third Party – 19.96%
|
Leveret Pipeline Company LLC
|
Texas
|
Enterprise Field Services, LLC – 100%
|
M2E3 LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
M2E4 LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
Mapletree, LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
MCN Acadian Gas Pipeline, LLC
|
Delaware
|
Acadian Gas, LLC – 100%
|
MCN Pelican Interstate Gas, LLC
|
Delaware
|
Acadian Gas, LLC – 100%
|
Mid-America Pipeline Company, LLC
|
Texas
|
Mapletree, LLC – 100%
|
Mont Belvieu Caverns, LLC
|
Delaware
|
Duncan Energy Partners L.P. – 100%
|
Neches Pipeline System
|
Delaware
|
TXO-Acadian Gas Pipeline, LLC – 50%
MCN Acadian Gas Pipeline, LLC – 50%
|
Norco-Taft Pipeline, LLC
|
Delaware
|
Enterprise NGL Private Lines & Storage, LLC – 100%
|
Old Ocean Pipeline, LLC
|
Texas
|
Enterprise Products Operating – 50%
Third Party – 50%
|
Olefins Terminal LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Panola Pipeline Company, LLC
|
Texas
|
Enterprise Midstream Companies LLC – 55%
Third Parties – 45%
|
Pascagoula Gas Processing LLC
|
Texas
|
Enterprise Gas Processing, LLC – 75%
Third Party – 25%
|
Pontchartrain Natural Gas System
|
Texas
|
TXO-Acadian Gas Pipeline, LLC – 50%
MCN Acadian Gas Pipeline, LLC – 50%
|
Port Neches GP LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
Port Neches Pipeline LLC
|
Texas
|
Enterprise Products Operating LLC – 99%
Port Neches GP LLC – 1%
|
QP-LS, LLC
|
Wyoming
|
Enterprise Products BBCT LLC – 100%
|
Quanah Pipeline Company, LLC
|
Texas
|
Enterprise Midstream Companies LLC – 99.999%
Enterprise NGL Pipelines II LLC – 0.001%
|
Rio Grande Pipeline Company LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
Sabine Propylene Pipeline LLC
|
Texas
|
Duncan Energy Partners L.P. – 100%
|
Seaway Crude Holdings LLC
|
Delaware
|
Enterprise Seaway L.P. – 50%
Third Party – 50%
|
Seaway Crude Pipeline Company LLC
|
Delaware
|
Seaway Crude Holdings LLC – 100%
|
Seaway Intrastate LLC
|
Delaware
|
Seaway Crude Holdings LLC – 100%
|
Seaway Marine LLC
|
Delaware
|
Seaway Intrastate LLC – 100%
|
Name of Subsidiary
|
Jurisdiction
of Formation
|
Effective Ownership
|
Seminole Pipeline Company LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Skelly-Belvieu Pipeline Company, L.L.C.
|
Delaware
|
Enterprise Products Operating LLC – 50%
Third Party – 50%
|
Sorrento Pipeline Company, LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
South Texas NGL Pipelines, LLC
|
Delaware
|
Duncan Energy Partners L.P. – 100%
|
SPOT Terminal Operating LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
SPOT Terminal Services LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
Tarpon Land Holdings LLC
|
Texas
|
Enterprise Products Operating LLC – 100%
|
TCTM, L.P.
|
Delaware
|
Enterprise TE Partners L.P. – 99.999%
Enterprise GP LLC – 0.001%
|
TECO Gas Gathering LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
TECO Gas Processing LLC
|
Delaware
|
Enterprise Products Operating LLC – 100%
|
Tejas-Magnolia Energy, LLC
|
Delaware
|
Pontchartrain Natural Gas System – 96.6%
MCN Pelican Interstate Gas, LLC – 3.4%
|
TEPPCO O/S Port System, LLC
|
Texas
|
Enterprise Crude GP LLC – 100%
|
Texas Express Gathering LLC
|
Delaware
|
Enterprise Products Operating LLC – 45%
Third Parties – 55%
|
Texas Express Pipeline LLC
|
Delaware
|
Enterprise Products Operating LLC – 35%
Third Parties – 65%
|
Transport 4, L.L.C.
|
Delaware
|
Enterprise TE Products Pipeline Company LLC – 25%
Third Parties – 75%
|
Tri-States NGL Pipeline, L.L.C.
|
Delaware
|
Enterprise Products Operating LLC – 50%
Enterprise NGL Pipelines, LLC – 33.3%
Third Party – 16.67%
|
TXO-Acadian Gas Pipeline, LLC
|
Delaware
|
Acadian Gas, LLC – 100%
|
Venice Energy Services Company, L.L.C.
|
Delaware
|
Enterprise Gas Processing LLC – 13.1%
Third Parties – 86.9%
|
White River Hub, LLC
|
Delaware
|
Enterprise White River Hub, LLC – 50%
Third Party – 50%
|
Whitethorn Pipeline Company LLC
|
Texas
|
Enterprise Products Operating LLC – 80%
Third Party – 20%
|
Wilcox Pipeline Company, LLC
|
Texas
|
Enterprise Midstream Companies LLC – 99.999%
Enterprise NGL Pipelines II LLC – 0.001%
|
Wilprise Pipeline Company, L.L.C.
|
Delaware
|
Enterprise Products Operating LLC – 74.7%
Third Party – 25.3%
|
1.
|
I have reviewed this annual report on Form 10-K of Enterprise Products Partners L.P;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
|
/s/ A. James Teague
|
||
Name:
|
A. James Teague
|
|
Title:
|
Co-Chief Executive Officer of Enterprise Products Holdings LLC, the General Partner of Enterprise Products Partners L.P.
|
1.
|
I have reviewed this annual report on Form 10-K of Enterprise Products Partners L.P.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
|
/s/ W. Randall Fowler
|
||
Name:
|
W. Randall Fowler
|
|
Title:
|
Co-Chief Executive Officer and Chief Financial Officer of Enterprise Products Holdings LLC, the General Partner of Enterprise Products Partners L.P.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Registrant.
|
/s/ A. James Teague
|
||
Name:
|
A. James Teague
|
|
Title:
|
Co-Chief Executive Officer of Enterprise Products Holdings LLC, the General Partner of Enterprise Products Partners L.P.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of
the Registrant.
|
/s/ W. Randall Fowler
|
||
Name:
|
W. Randall Fowler
|
|
Title:
|
Co-Chief Executive Officer and Chief Financial Officer of Enterprise Products Holdings LLC, the General Partner of Enterprise Products Partners L.P.
|