Item 1.
|
Financial Statements
.
|
ENTERPRISE PRODUCTS PARTNERS L.P.
UNAUDITED CONDENSED CONSOLIDATED
BALANCE SHEETS
(Dollars in millions)
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
ASSETS
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
57.1
|
|
|
$
|
19.0
|
|
Restricted cash
|
|
|
277.3
|
|
|
|
15.9
|
|
Accounts receivable – trade, net of allowance for doubtful accounts
of $14.0 at September 30, 2016 and $12.1 at December 31, 2015
|
|
|
2,944.1
|
|
|
|
2,569.9
|
|
Accounts receivable – related parties
|
|
|
1.7
|
|
|
|
1.2
|
|
Inventories
|
|
|
1,762.5
|
|
|
|
1,038.1
|
|
Derivative assets
|
|
|
241.4
|
|
|
|
258.6
|
|
Prepaid and other current assets
|
|
|
457.5
|
|
|
|
395.6
|
|
Total current assets
|
|
|
5,741.6
|
|
|
|
4,298.3
|
|
Property, plant and equipment, net
|
|
|
33,119.4
|
|
|
|
32,034.7
|
|
Investments in unconsolidated affiliates
|
|
|
2,687.2
|
|
|
|
2,628.5
|
|
Intangible assets, net of accumulated amortization of $1,365.9 at
September 30, 2016 and $1,235.8 at December 31, 2015
(see Note 6)
|
|
|
3,907.2
|
|
|
|
4,037.2
|
|
Goodwill
(see Note 6)
|
|
|
5,745.2
|
|
|
|
5,745.2
|
|
Other assets
|
|
|
57.8
|
|
|
|
58.3
|
|
Total assets
|
|
$
|
51,258.4
|
|
|
$
|
48,802.2
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Current maturities of debt (see Note 7)
|
|
$
|
2,838.1
|
|
|
$
|
1,863.9
|
|
Accounts payable – trade
|
|
|
453.7
|
|
|
|
860.1
|
|
Accounts payable – related parties
|
|
|
97.7
|
|
|
|
84.1
|
|
Accrued product payables
|
|
|
3,087.5
|
|
|
|
2,484.4
|
|
Accrued liability related to EFS Midstream acquisition
|
|
|
--
|
|
|
|
993.2
|
|
Accrued interest
|
|
|
202.7
|
|
|
|
352.1
|
|
Derivative liabilities
|
|
|
464.2
|
|
|
|
140.6
|
|
Other current liabilities
|
|
|
424.4
|
|
|
|
388.2
|
|
Total current liabilities
|
|
|
7,568.3
|
|
|
|
7,166.6
|
|
Long-term debt
(see Note 7)
|
|
|
21,121.2
|
|
|
|
20,676.9
|
|
Deferred tax liabilities
|
|
|
51.6
|
|
|
|
46.1
|
|
Other long-term liabilities
|
|
|
478.6
|
|
|
|
411.5
|
|
Commitments and contingencies
(see
Note 14)
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
Partners’ equity:
|
|
|
|
|
|
|
|
|
Limited partners:
|
|
|
|
|
|
|
|
|
Common units (2,102,796,228 units outstanding at September 30, 2016
and 2,012,553,024 units outstanding at December 31, 2015)
|
|
|
22,127.9
|
|
|
|
20,514.3
|
|
Accumulated other comprehensive loss
|
|
|
(308.7
|
)
|
|
|
(219.2
|
)
|
Total partners’ equity
|
|
|
21,819.2
|
|
|
|
20,295.1
|
|
Noncontrolling interests
|
|
|
219.5
|
|
|
|
206.0
|
|
Total equity
|
|
|
22,038.7
|
|
|
|
20,501.1
|
|
Total liabilities and equity
|
|
$
|
51,258.4
|
|
|
$
|
48,802.2
|
|
See Notes to Unaudited Condensed Consolidated Financial Statements.
ENTERPRISE PRODUCTS PARTNERS L.P.
UNAUDITED CONDENSED STATEMENTS OF
CONSOLIDATED OPERATIONS
(Dollars in millions, except per unit amounts)
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Third parties
|
|
$
|
5,904.7
|
|
|
$
|
6,294.0
|
|
|
$
|
16,499.0
|
|
|
$
|
20,845.6
|
|
Related parties
|
|
|
15.7
|
|
|
|
13.9
|
|
|
|
44.5
|
|
|
|
27.3
|
|
Total revenues (see Note 9)
|
|
|
5,920.4
|
|
|
|
6,307.9
|
|
|
|
16,543.5
|
|
|
|
20,872.9
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
4,781.2
|
|
|
|
5,167.9
|
|
|
|
13,199.4
|
|
|
|
17,642.6
|
|
Related parties
|
|
|
284.5
|
|
|
|
284.7
|
|
|
|
835.4
|
|
|
|
783.9
|
|
Total operating costs and expenses
|
|
|
5,065.7
|
|
|
|
5,452.6
|
|
|
|
14,034.8
|
|
|
|
18,426.5
|
|
General and administrative costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third parties
|
|
|
15.0
|
|
|
|
20.8
|
|
|
|
35.9
|
|
|
|
57.9
|
|
Related parties
|
|
|
27.0
|
|
|
|
28.2
|
|
|
|
85.1
|
|
|
|
85.3
|
|
Total general and administrative costs
|
|
|
42.0
|
|
|
|
49.0
|
|
|
|
121.0
|
|
|
|
143.2
|
|
Total costs and expenses (see Note 9)
|
|
|
5,107.7
|
|
|
|
5,501.6
|
|
|
|
14,155.8
|
|
|
|
18,569.7
|
|
Equity in income of unconsolidated affiliates
|
|
|
92.3
|
|
|
|
103.1
|
|
|
|
269.8
|
|
|
|
302.5
|
|
Operating income
|
|
|
905.0
|
|
|
|
909.4
|
|
|
|
2,657.5
|
|
|
|
2,605.7
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(250.9
|
)
|
|
|
(243.7
|
)
|
|
|
(735.6
|
)
|
|
|
(723.2
|
)
|
Change in fair market value of Liquidity Option
Agreement (see Note 14)
|
|
|
(6.9
|
)
|
|
|
(4.3
|
)
|
|
|
(28.0
|
)
|
|
|
(15.8
|
)
|
Other, net
|
|
|
0.7
|
|
|
|
1.8
|
|
|
|
2.5
|
|
|
|
2.6
|
|
Total other expense, net
|
|
|
(257.1
|
)
|
|
|
(246.2
|
)
|
|
|
(761.1
|
)
|
|
|
(736.4
|
)
|
Income before income taxes
|
|
|
647.9
|
|
|
|
663.2
|
|
|
|
1,896.4
|
|
|
|
1,869.3
|
|
Provision for income taxes
|
|
|
(4.8
|
)
|
|
|
(5.5
|
)
|
|
|
(13.1
|
)
|
|
|
(4.4
|
)
|
Net income
|
|
|
643.1
|
|
|
|
657.7
|
|
|
|
1,883.3
|
|
|
|
1,864.9
|
|
Net income attributable to noncontrolling interests (see Note 8)
|
|
|
(8.5
|
)
|
|
|
(8.4
|
)
|
|
|
(29.0
|
)
|
|
|
(28.5
|
)
|
Net income attributable to limited partners
|
|
$
|
634.6
|
|
|
$
|
649.3
|
|
|
$
|
1,854.3
|
|
|
$
|
1,836.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per unit:
(see Note 10)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per unit
|
|
$
|
0.30
|
|
|
$
|
0.33
|
|
|
$
|
0.89
|
|
|
$
|
0.94
|
|
Diluted earnings per unit
|
|
$
|
0.30
|
|
|
$
|
0.32
|
|
|
$
|
0.89
|
|
|
$
|
0.92
|
|
See Notes to Unaudited Condensed Consolidated Financial Statements.
ENTERPRISE PRODUCTS PARTNERS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED
(Dollars in millions)
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
643.1
|
|
|
$
|
657.7
|
|
|
$
|
1,883.3
|
|
|
$
|
1,864.9
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value of cash flow hedges
|
|
|
22.7
|
|
|
|
85.8
|
|
|
|
(52.2
|
)
|
|
|
112.3
|
|
Reclassificatio
n of
gains
to ne
t income
|
|
|
(26.9
|
)
|
|
|
(46.8
|
)
|
|
|
(48.7
|
)
|
|
|
(128.1
|
)
|
Interest rate derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value of cash flow hedges
|
|
|
(6.9
|
)
|
|
|
--
|
|
|
|
(16.3
|
)
|
|
|
--
|
|
Reclassification of
losses to
net income
|
|
|
9.4
|
|
|
|
8.9
|
|
|
|
27.8
|
|
|
|
26.3
|
|
Total cash flow hedges
|
|
|
(1.7
|
)
|
|
|
47.9
|
|
|
|
(89.4
|
)
|
|
|
10.5
|
|
Other
|
|
|
--
|
|
|
|
--
|
|
|
|
(0.1
|
)
|
|
|
0.4
|
|
Total other comprehens
ive income (loss)
|
|
|
(1.7
|
)
|
|
|
47.9
|
|
|
|
(89.5
|
)
|
|
|
10.9
|
|
Comprehensive income
|
|
|
641.4
|
|
|
|
705.6
|
|
|
|
1,793.8
|
|
|
|
1,875.8
|
|
Comprehensive income attributable to noncontrolling interests
|
|
|
(8.5
|
)
|
|
|
(8.4
|
)
|
|
|
(29.0
|
)
|
|
|
(28.5
|
)
|
Comprehensive income attributable to limited partners
|
|
$
|
632.9
|
|
|
$
|
697.2
|
|
|
$
|
1,764.8
|
|
|
$
|
1,847.3
|
|
See Notes to Unaudited Condensed Consolidated Financial Statements.
ENTERPRISE PRODUCTS PARTNERS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED
CASH FLOWS
(Dollars in millions)
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
Operating activities:
|
|
|
|
|
|
|
Net income
|
|
$
|
1,883.3
|
|
|
$
|
1,864.9
|
|
Reconciliation of net income to net cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation, amortization and accretion
|
|
|
1,155.3
|
|
|
|
1,147.7
|
|
Asset impairment charges (see Note 12)
|
|
|
22.0
|
|
|
|
139.1
|
|
Loss due to Pascagoula fire (see Note 4)
|
|
|
7.1
|
|
|
|
--
|
|
Equity in income of unconsolidated affiliates
|
|
|
(269.8
|
)
|
|
|
(302.5
|
)
|
Distributions received on earnings from unconsolidated affiliates
|
|
|
281.6
|
|
|
|
362.4
|
|
Net losses (gains) attributable to asset sales
|
|
|
(2.3
|
)
|
|
|
14.7
|
|
Gains on early extinguishment of debt
|
|
|
--
|
|
|
|
(1.4
|
)
|
Deferred income tax expense (benefit)
|
|
|
5.3
|
|
|
|
(13.3
|
)
|
Change in fair market value of derivative instruments
|
|
|
42.1
|
|
|
|
(7.7
|
)
|
Change in fair market value of Liquidity Option Agreement (see Note 14)
|
|
|
28.0
|
|
|
|
15.8
|
|
Net effect of changes in operating accounts (see Note 15)
|
|
|
(489.7
|
)
|
|
|
(627.9
|
)
|
Other operating activities
|
|
|
(3.9
|
)
|
|
|
(0.6
|
)
|
Net cash flows provided by operating activities
|
|
|
2,659.0
|
|
|
|
2,591.2
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(2,443.9
|
)
|
|
|
(2,630.5
|
)
|
Contributions in aid of construction costs
|
|
|
34.1
|
|
|
|
11.4
|
|
Increase in restricted cash
|
|
|
(261.4
|
)
|
|
|
(46.2
|
)
|
Cash used for business combinations, net of cash received
|
|
|
(1,000.0
|
)
|
|
|
(1,045.1
|
)
|
Investments in unconsolidated affiliates
|
|
|
(119.9
|
)
|
|
|
(130.7
|
)
|
Distributions received for return of capital from unconsolidated affiliates
|
|
|
51.9
|
|
|
|
--
|
|
Proceeds from asset sales
|
|
|
43.9
|
|
|
|
1,537.3
|
|
Other investing activities
|
|
|
(0.4
|
)
|
|
|
(4.4
|
)
|
Cash used in investing activities
|
|
|
(3,695.7
|
)
|
|
|
(2,308.2
|
)
|
Financing activities:
|
|
|
|
|
|
|
|
|
Borrowings under debt agreements
|
|
|
50,183.8
|
|
|
|
17,113.7
|
|
Repayments of debt
|
|
|
(48,776.5
|
)
|
|
|
(16,139.2
|
)
|
Debt issuance costs
|
|
|
(10.5
|
)
|
|
|
(23.9
|
)
|
Cash distributions paid to limited partners (see Note 8)
|
|
|
(2,448.3
|
)
|
|
|
(2,185.1
|
)
|
Cash payments made in connection with distribution equivalent rights
|
|
|
(8.5
|
)
|
|
|
(5.6
|
)
|
Cash distributions paid to noncontrolling interests
|
|
|
(35.7
|
)
|
|
|
(33.2
|
)
|
Cash contributions from noncontrolling interests
|
|
|
20.1
|
|
|
|
37.4
|
|
Net cash proceeds from the issuance of common units
|
|
|
2,170.4
|
|
|
|
1,011.4
|
|
Other financing activities
|
|
|
(20.0
|
)
|
|
|
(52.4
|
)
|
Cas
h provided by (used in) financing ac
tivities
|
|
|
1,074.8
|
|
|
|
(276.9
|
)
|
Net change in cash and cash equivalents
|
|
|
38.1
|
|
|
|
6.1
|
|
Cash and cash equivalents, January 1
|
|
|
19.0
|
|
|
|
74.4
|
|
Cash and cash equivalents, September 30
|
|
$
|
57.1
|
|
|
$
|
80.5
|
|
See Notes to Unaudited Condensed Consolidated Financial Statements.
ENTERPRISE PRODUCTS PARTNERS L.P.
UNAUDITED CONDENSED STATEMENTS OF
CONSOLIDATED EQUITY
(See Note 8 for Unit History, Accumulated Other Comprehensive
Income (Loss) and Noncontrolling Interests)
(Dollars in millions)
|
|
Partners’ Equity
|
|
|
|
|
|
|
|
|
|
Limited
Partners
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
Noncontrolling
Interests
|
|
|
Total
|
|
Balance, December 31, 2015
|
|
$
|
20,514.3
|
|
|
$
|
(219.2
|
)
|
|
$
|
206.0
|
|
|
$
|
20,501.1
|
|
Net income
|
|
|
1,854.3
|
|
|
|
--
|
|
|
|
29.0
|
|
|
|
1,883.3
|
|
Cash distributions paid to limited partners
|
|
|
(2,448.3
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(2,448.3
|
)
|
Cash payments made in connection with distribution equivalent rights
|
|
|
(8.5
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(8.5
|
)
|
Cash distributions paid to noncontrolling interests
|
|
|
--
|
|
|
|
--
|
|
|
|
(35.7
|
)
|
|
|
(35.7
|
)
|
Cash contributions from noncontrolling interests
|
|
|
--
|
|
|
|
--
|
|
|
|
20.1
|
|
|
|
20.1
|
|
Net cash proceeds from the issuance of common units
|
|
|
2,170.4
|
|
|
|
--
|
|
|
|
--
|
|
|
|
2,170.4
|
|
Amortization of fair value of equity-based awards
|
|
|
67.7
|
|
|
|
--
|
|
|
|
--
|
|
|
|
67.7
|
|
Cash flow hedges
|
|
|
--
|
|
|
|
(89.4
|
)
|
|
|
--
|
|
|
|
(89.4
|
)
|
Other
|
|
|
(22.0
|
)
|
|
|
(0.1
|
)
|
|
|
0.1
|
|
|
|
(22.0
|
)
|
Balance, September 30, 2016
|
|
$
|
22,127.9
|
|
|
$
|
(308.7
|
)
|
|
$
|
219.5
|
|
|
$
|
22,038.7
|
|
|
|
Partners’ Equity
|
|
|
|
|
|
|
|
|
|
Limited
Partners
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
Noncontrolling
Interests
|
|
|
Total
|
|
Balance, December 31, 2014
|
|
$
|
18,304.8
|
|
|
$
|
(241.6
|
)
|
|
$
|
1,629.0
|
|
|
$
|
19,692.2
|
|
Net income
|
|
|
1,836.4
|
|
|
|
--
|
|
|
|
28.5
|
|
|
|
1,864.9
|
|
Cash distributions paid to limited partners
|
|
|
(2,185.1
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(2,185.1
|
)
|
Cash payments made in connection with distribution equivalent rights
|
|
|
(5.6
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(5.6
|
)
|
Cash distributions paid to noncontrolling interests
|
|
|
--
|
|
|
|
--
|
|
|
|
(33.2
|
)
|
|
|
(33.2
|
)
|
Cash contributions from noncontrolling interests
|
|
|
--
|
|
|
|
--
|
|
|
|
37.4
|
|
|
|
37.4
|
|
Common units issued in connection with Step 2 of Oiltanking acquisition
|
|
|
1,408.7
|
|
|
|
--
|
|
|
|
(1,408.7
|
)
|
|
|
--
|
|
Removal of noncontrolling interests in connection with sale of Offshore Business
|
|
|
--
|
|
|
|
--
|
|
|
|
(62.1
|
)
|
|
|
(62.1
|
)
|
Net cash proceeds from the issuance of common units
|
|
|
1,011.4
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1,011.4
|
|
Amortization of fair value of equity-based awards
|
|
|
72.9
|
|
|
|
--
|
|
|
|
--
|
|
|
|
72.9
|
|
Cash flow hedges
|
|
|
--
|
|
|
|
10.5
|
|
|
|
--
|
|
|
|
10.5
|
|
Other
|
|
|
(50.7
|
)
|
|
|
0.4
|
|
|
|
(0.1
|
)
|
|
|
(50.4
|
)
|
Balance, September 30, 2015
|
|
$
|
20,392.8
|
|
|
$
|
(230.7
|
)
|
|
$
|
190.8
|
|
|
$
|
20,352.9
|
|
See Notes to Unaudited Condensed Consolidated Financial Statements.
With the exception of per unit amounts, or as noted within the context of each disclosure,
the dollar amounts presented in the tabular data within these disclosures are
stated in millions of dollars.
KEY REFERENCES USED IN THESE
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unless the context requires otherwise, references to “we,” “us,” “our,” “Enterprise” or “Enterprise Products Partners” are intended to mean the business and operations of Enterprise Products Partners L.P. and its consolidated subsidiaries. References to “EPO” mean Enterprise Products Operating LLC, which is a wholly owned subsidiary of Enterprise, and its consolidated subsidiaries, through which Enterprise Products Partners L.P. conducts its business. Enterprise is managed by its general partner, Enterprise Products Holdings LLC (“Enterprise GP”), which is a wholly owned subsidiary of Dan Duncan LLC, a privately held Texas limited liability company.
The membership interests of Dan Duncan LLC are owned by a voting trust, the current trustees (“DD LLC Trustees”) of which are: (i) Randa Duncan Williams, who is also a director and Chairman of the Board of Directors (the “Board”) of Enterprise GP; (ii) Richard H. Bachmann, who is also a director and Vice Chairman of the Board of Enterprise GP; and (iii) Dr. Ralph S. Cunningham. Ms. Duncan Williams and Mr. Bachmann also currently serve as managers of Dan Duncan LLC along with W. Randall Fowler, who is also a director and President of Enterprise GP.
References to “EPCO” mean Enterprise Products Company, a privately held Texas corporation, and its privately held affiliates. A majority of the outstanding voting capital stock of EPCO is owned by a voting trust, the current trustees (“EPCO Trustees”) of which are: (i) Ms. Duncan Williams, who serves as Chairman of EPCO; (ii) Dr. Cunningham, who serves as Vice Chairman of EPCO; and (iii) Mr. Bachmann, who serves as the President and Chief Executive Officer of EPCO. Ms. Duncan Williams and Mr. Bachmann also currently serve as directors of EPCO along with Mr. Fowler, who is also the Executive Vice President and Chief Administrative Officer of EPCO. EPCO, together with its privately held affiliates, owned approximately 32.6% of our limited partner interests at September 30, 2016.
References to “Oiltanking” and “Oiltanking GP” mean Oiltanking Partners, L.P. and OTLP GP, LLC, the general partner of Oiltanking, respectively. In October 2014, we acquired approximately 65.9% of the limited partner interests of Oiltanking, all of the member interests of Oiltanking GP and the incentive distribution rights (“IDRs”) held by Oiltanking GP from Oiltanking Holding Americas, Inc. (“OTA”), a U.S. corporation, as the first step of a two-step acquisition of Oiltanking. In February 2015, we completed the second step of this transaction consisting of the acquisition of the noncontrolling interests in Oiltanking.
References to “TEPPCO” mean TEPPCO Partners, L.P. prior to its merger with one of our wholly owned subsidiaries in October 2009.
References to “Offshore Business” refer to the Gulf of Mexico operations we sold to Genesis Energy, L.P. (“Genesis”) in July 2015.
References to “EFS Midstream” mean EFS Midstream LLC, which we acquired in July 2015 from affiliates of Pioneer Natural Resources Company (“Pioneer”) and Reliance Industries Limited (“Reliance”).
Note 1. Partnership Operations, Organization and Basis of Presentation
We are a publicly traded Delaware limited partnership, the common units of which are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “EPD.” We were formed in April 1998 to own and operate certain natural gas liquid (“NGL”) related businesses of EPCO and are a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs, crude oil, petrochemicals and refined products.
Our integrated midstream energy asset network links producers of natural gas, NGLs and crude oil from some of the largest supply basins in the United States (“U.S.”), Canada and the Gulf of Mexico with domestic consumers and international markets. Our midstream energy operations currently include: natural gas gathering, treating, processing, transportation and storage; NGL transportation, fractionation, storage, and import and export terminals (including liquefied petroleum gas, or “LPG”); crude oil gathering, transportation, storage and terminals; petrochemical and refined products transportation, storage and terminals, and related services; and a marine transportation business that operates primarily on the U.S. inland and Intracoastal Waterway systems. Our assets currently include approximately 49,000 miles of pipelines; 250 million barrels (“MMBbls”) of storage capacity for NGLs, crude oil, petrochemicals and refined products; and 14 billion cubic feet (“Bcf”) of natural gas storage capacity.
We conduct substantially all of our business through EPO and are owned 100% by our limited partners from an economic perspective. Enterprise GP manages our partnership and owns a non-economic general partner interest in us. We, Enterprise GP, EPCO and Dan Duncan LLC are affiliates under the collective common control of the DD LLC Trustees and the EPCO Trustees. Like many publicly traded partnerships, we have no employees. All of our management, administrative and operating functions are performed by employees of EPCO pursuant to an administrative services agreement (the “ASA”) or by other service providers. See Note 13 for information regarding the ASA and other related party matters.
Our historical operations are reported under five business segments: (i) NGL Pipelines & Services, (ii) Crude Oil Pipelines & Services, (iii) Natural Gas Pipelines & Services, (iv) Petrochemical & Refined Products Services and (v) Offshore Pipelines & Services. On July 24, 2015, we completed the sale of our Offshore Business, which primarily consisted of our Offshore Pipelines & Services segment. Our consolidated financial statements reflect ownership of the Offshore Business through July 24, 2015. See Note 9 for additional information regarding our business segments.
As a result of our acquisition of the member interests of EFS Midstream effective July 1, 2015, we began consolidating the financial statements of EFS Midstream as of that date.
Effective January 1, 2016, we applied the provisions of Accounting Standard Update (“ASU”) 2015-03,
Simplifying the Presentation of Debt Issuance Costs
, which requires bond issuance costs to be presented on the balance sheet as a deduction from the carrying value of the associated debt. The guidance was applied on a retrospective basis; therefore, we adjusted our December 31, 2015 consolidated balance sheet to reflect the reclassification of $14.7 million of bond issuance costs from prepaid and other current assets and $135.1 million from other assets to reduce the carrying amount of long-term debt by an aggregate $149.8 million. See Note 7 for additional information regarding our long-term debt.
Note 2. General Accounting and Disclosure Matters
Our results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of results expected for the full year of 2016. In our opinion, the accompanying Unaudited Condensed Consolidated Financial Statements include all adjustments consisting of normal recurring accruals necessary for fair presentation. Although we believe the disclosures in these financial statements are adequate and make the information presented not misleading, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
These Unaudited Condensed Consolidated Financial Statements and Notes thereto should be read in conjunction with the Audited Consolidated Financial Statements and Notes thereto included in our annual report on Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”) filed with the SEC on February 26, 2016.
Contingencies
Certain conditions may exist as of the date our consolidated financial statements are issued, which may result in a loss to us but which will only be resolved when one or more future events occur or fail to occur. Management has regular quarterly litigation reviews, including updates from legal counsel, to assess the need for accounting recognition or disclosure of these contingencies, and such assessment inherently involves an exercise in judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, our management and legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
We accrue an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. If a range of amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum of the range is accrued. We do not record a contingent liability when the likelihood of loss is probable but the amount cannot be reasonably estimated or when the likelihood of loss is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and the impact would be material to our consolidated financial statements, we disclose the nature of the contingency and, where feasible, an estimate of the possible loss or range of loss.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. See Note 14 for additional information regarding our contingencies.
Derivative Instruments
We use derivative instruments such as futures, swaps, forward contracts and other arrangements to manage price risks associated with inventories, firm commitments, interest rates and certain anticipated future commodity transactions. To qualify for hedge accounting, the hedged item must expose us to risk and the related derivative instrument must reduce the exposure to that risk and meet specific hedge documentation requirements related to designation dates, expectations for hedge effectiveness and the probability that hedged future transactions will occur as forecasted. We formally designate derivative instruments as hedges and document and assess their effectiveness at inception of the hedge and on a monthly basis thereafter. Forecasted transactions are evaluated for the probability of occurrence and are periodically back-tested once the forecasted period has passed to determine whether similarly forecasted transactions are probable of occurring in the future.
For certain physical forward commodity derivative contracts, we apply the normal purchase/normal sale exception, whereby changes in the mark-to-market values of such contracts are not recognized in income. As a result, the revenues and expenses associated with such physical transactions are recognized during the period when volumes are physically delivered or received. Physical forward commodity contracts subject to this exception are evaluated for the probability of future delivery and are periodically back-tested once the forecasted period has passed to determine whether similar forward contracts are probable of physical delivery in the future. See Note 12 for additional information regarding our derivative instruments.
Estimates
Preparing our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates that affect amounts presented in the financial statements. Our most significant estimates relate to: (i) the useful lives and depreciation/amortization methods used for fixed and identifiable intangible assets; (ii) measurement of fair value and projections used in impairment testing of fixed and intangible assets (including goodwill); (iii) contingencies; and (iv) revenue and expense accruals.
Actual results could differ materially from our estimates. On an ongoing basis, we review our estimates based on currently available information. Any changes in the facts and circumstances underlying our estimates may require us to update such estimates, which could have a material impact on our consolidated financial statements.
Fair Value Measurements
Our fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk, in the principal market of the asset or liability at a specified measurement date. Recognized valuation techniques employ inputs such as contractual prices, quoted market prices or rates, operating costs, discount factors and business growth rates. These inputs may be either readily observable, corroborated by market data or generally unobservable. In developing our estimates of fair value, we endeavor to utilize the best information available and apply market-based data to the highest extent possible. Accordingly, we utilize valuation techniques (such as the market approach) that maximize the use of observable inputs and minimize the use of unobservable inputs.
A three-tier hierarchy has been established that classifies fair value amounts recognized in the financial statements based on the observability of inputs used to estimate such fair values. The hierarchy considers fair value amounts based on observable inputs (Levels 1 and 2) to be more reliable and predictable than those based primarily on unobservable inputs (Level 3). At each balance sheet reporting date, we categorize our financial assets and liabilities using this hierarchy.
Restricted Cash
Restricted cash represents amounts held in segregated bank accounts by our clearing brokers as margin in support of our commodity derivative instruments portfolio and related physical purchases and sales of natural gas, NGLs, crude oil and refined products. Additional cash may be restricted to maintain our commodity derivative instruments portfolio as prices fluctuate or margin requirements change.
At September 30, 2016 and December 31, 2015, our restricted cash amounts were $277.3 million and $15.9 million, respectively. The balance at September 30, 2016 consisted of initial margin requirements of $48.9 million and variation margin requirements of $228.4 million. The initial margin requirements will be returned to us as the related derivative instruments are settled. Our variation margin requirements increased by $248.7 million since December 31, 2015 primarily due to higher forward commodity prices for NGLs and related hydrocarbons during 2016 relative to our short financial derivative positions in these products. See Note 12 for information regarding our derivative instruments and hedging activities.
Our inventory amounts by product type were as follows at the dates indicated:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
NGLs
|
|
$
|
1,202.4
|
|
|
$
|
639.9
|
|
Petrochemicals and refined products
|
|
|
230.4
|
|
|
|
148.0
|
|
Crude oil
|
|
|
299.3
|
|
|
|
222.1
|
|
Natural gas
|
|
|
30.4
|
|
|
|
28.1
|
|
Total
|
|
$
|
1,762.5
|
|
|
$
|
1,038.1
|
|
Our inventories, and associated working capital commitments, have increased significantly since December 31, 2015 primarily due to our marketing groups taking advantage of contango opportunities using our storage assets. We expect to gradually settle these inventory positions (valued at approximately $1 billion) through the first quarter of 2017, with a corresponding decrease in working capital commitments and related debt.
Due to fluctuating commodity prices, we recognize lower of cost or market adjustments when the carrying value of our available-for-sale inventories exceeds their net realizable value. The following table presents our total cost of sales amounts and lower of cost or market adjustments for the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Cost of sales (1)
|
|
$
|
4,088.6
|
|
|
$
|
4,419.9
|
|
|
$
|
11,135.6
|
|
|
$
|
15,355.9
|
|
Lower of cost or market adjustments within cost of sales
|
|
|
1.5
|
|
|
|
2.1
|
|
|
|
7.6
|
|
|
|
6.1
|
|
|
|
(1)
Cost of sales is a component of “Operating costs and expenses” as presented on our Unaudited Condensed Statements of Consolidated Operations. Fluctuations in these amounts are primarily due to changes in energy commodity prices and sales volumes associated with our marketing activities.
|
|
Note 4. Property, Plant and Equipment
The historical costs of our property, plant and equipment and related accumulated depreciation balances were as follows at the dates indicated:
|
|
Estimated
Useful Life
in Years
|
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
Plants, pipelines and facilities (1)
|
|
3-45 (5)
|
|
|
$
|
34,752.7
|
|
|
$
|
32,525.0
|
|
Underground and other storage facilities (2)
|
|
5-40 (6)
|
|
|
|
3,309.2
|
|
|
|
3,000.5
|
|
Transportation equipment (3)
|
|
3-10
|
|
|
|
162.9
|
|
|
|
159.9
|
|
Marine vessels (4)
|
|
15-30
|
|
|
|
792.0
|
|
|
|
769.8
|
|
Land
|
|
|
|
|
|
|
264.6
|
|
|
|
262.7
|
|
Construction in progress
|
|
|
|
|
|
|
3,276.4
|
|
|
|
3,894.0
|
|
Total
|
|
|
|
|
|
|
42,557.8
|
|
|
|
40,611.9
|
|
Less accumulated depreciation
|
|
|
|
|
|
|
9,438.4
|
|
|
|
8,577.2
|
|
Property, plant and equipment, net
|
|
|
|
|
|
$
|
33,119.4
|
|
|
$
|
32,034.7
|
|
|
|
(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.
(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.
|
|
The following table summarizes our depreciation expense and capitalized interest amounts for the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Depreciation expense (1)
|
|
$
|
309.4
|
|
|
$
|
286.2
|
|
|
$
|
903.5
|
|
|
$
|
870.1
|
|
Capitalized interest (2)
|
|
|
38.9
|
|
|
|
40.3
|
|
|
|
127.8
|
|
|
|
105.6
|
|
|
|
(1)
Depreciation expense is a component of “Costs and expenses” as presented on our Unaudited Condensed Statements of Consolidated Operations.
(2)
We capitalize interest costs incurred on funds used to construct property, plant and equipment while the asset is in its construction phase. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life as a component of depreciation expense. When capitalized interest is recorded, it reduces interest expense from what it would be otherwise.
|
|
Fire at Pascagoula Facility
We acquired the remaining 60% undivided interest in the Pascagoula natural gas processing facility (the “Pascagoula Facility”) for $35.0 million in March 2016 and assumed operatorship of the facility on June 1, 2016. The facility is located in Pascagoula, Mississippi and processes natural gas received from third-party production developments located in the northern Gulf of Mexico. On June 27, 2016, we experienced a fire at the facility, which remains out of service as a result of damage sustained during the fire. Repairs to this location have commenced and the facility is expected to return to commercial service during the fourth quarter of 2016.
As a result of this event, we recorded a $7.1 million non-cash loss in the second quarter of 2016 attributable to assets damaged in the fire. In addition, we incurred $7.1 million of expense during the third quarter of 2016 for fire response activities at the Pascagoula Facility. We will capitalize those expenditures we incur to rebuild the facility.
Under our current insurance program, the standalone deductible for property damage claims is $55 million. We also have business interruption protection; however, such claims must involve physical damage and have a combined loss value in excess of $55 million and the period of interruption must exceed 60 days. We continue to evaluate the possibility of filing an insurance claim related to this event.
Asset Retirement Obligations
We record asset retirement obligations (“AROs”) in connection with legal requirements to perform specified retirement activities under contractual arrangements and/or governmental regulations. Our contractual AROs primarily result from right-of-way agreements associated with our pipeline operations and real estate leases associated with our plant sites. In addition, we record AROs in connection with governmental regulations associated with the abandonment or retirement of above-ground brine storage pits and certain marine vessels. We also record AROs in connection with regulatory requirements associated with the renovation or demolition of certain assets containing hazardous substances such as asbestos. We typically fund our AROs using cash flow from operations.
Property, plant and equipment at September 30, 2016 and December 31, 2015 includes $21.1 million and $17.6 million, respectively, of asset retirement costs capitalized as an increase in the associated long-lived asset.
The following table presents information regarding our AROs since December 31, 2015:
ARO liability balance, December 31, 2015
|
|
$
|
58.5
|
|
Liabilities incurred
|
|
|
4.1
|
|
Liabilities settled
|
|
|
(2.9
|
)
|
Revisions in estimated cash flows
|
|
|
4.0
|
|
Accretion expense
|
|
|
2.8
|
|
ARO liability balance, September 30, 2016
|
|
$
|
66.5
|
|
Note 5. Investments in Unconsolidated Affiliates
The following table presents our investments in unconsolidated affiliates by business segment at the dates indicated. We account for these investments using the equity method.
|
|
Ownership
Interest at
September 30,
2016
|
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
NGL Pipelines & Services:
|
|
|
|
|
|
|
|
|
|
Venice Energy Service Company, L.L.C.
|
|
13.1%
|
|
|
$
|
25.0
|
|
|
$
|
25.9
|
|
K/D/S Promix, L.L.C.
|
|
50%
|
|
|
|
35.2
|
|
|
|
38.3
|
|
Baton Rouge Fractionators LLC
|
|
32.2%
|
|
|
|
17.1
|
|
|
|
18.5
|
|
Skelly-Belvieu Pipeline Company, L.L.C.
|
|
50%
|
|
|
|
40.0
|
|
|
|
39.8
|
|
Texas Express Pipeline LLC
|
|
35%
|
|
|
|
330.1
|
|
|
|
342.0
|
|
Texas Express Gathering LLC
|
|
45%
|
|
|
|
36.1
|
|
|
|
36.8
|
|
Front Range Pipeline LLC
|
|
33.3%
|
|
|
|
168.0
|
|
|
|
171.2
|
|
Delaware Basin Gas Processing LLC
|
|
50%
|
|
|
|
96.0
|
|
|
|
46.2
|
|
Crude Oil Pipelines & Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
Seaway Crude Pipeline Company LLC
|
|
50%
|
|
|
|
1,405.7
|
|
|
|
1,396.0
|
|
Eagle Ford Pipeline LLC
|
|
50%
|
|
|
|
383.6
|
|
|
|
388.8
|
|
Eagle Ford Terminals Corpus Christi LLC
|
|
50%
|
|
|
|
49.4
|
|
|
|
28.6
|
|
Natural Gas Pipelines & Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
White River Hub, LLC
|
|
50%
|
|
|
|
22.0
|
|
|
|
22.5
|
|
Petrochemical & Refined Products Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
Baton Rouge Propylene Concentrator, LLC
|
|
30%
|
|
|
|
4.6
|
|
|
|
5.4
|
|
Centennial Pipeline LLC
|
|
50%
|
|
|
|
62.7
|
|
|
|
65.6
|
|
Other
|
|
Various
|
|
|
|
11.7
|
|
|
|
2.9
|
|
Total investments in unconsolidated affiliates
|
|
|
|
|
|
$
|
2,687.2
|
|
|
$
|
2,628.5
|
|
The following table presents our equity in income (loss) of unconsolidated affiliates by business segment for the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
NGL Pipelines & Services
|
|
$
|
15.9
|
|
|
$
|
18.9
|
|
|
$
|
45.0
|
|
|
$
|
43.0
|
|
Crude Oil Pipelines & Services
|
|
|
78.4
|
|
|
|
81.2
|
|
|
|
234.3
|
|
|
|
220.5
|
|
Natural Gas Pipelines & Services
|
|
|
1.0
|
|
|
|
0.9
|
|
|
|
2.9
|
|
|
|
2.8
|
|
Petrochemical & Refined Products Services
|
|
|
(3.0
|
)
|
|
|
(3.3
|
)
|
|
|
(12.4
|
)
|
|
|
(10.4
|
)
|
Offshore Pipelines & Services
|
|
|
--
|
|
|
|
5.4
|
|
|
|
--
|
|
|
|
46.6
|
|
Total
|
|
$
|
92.3
|
|
|
$
|
103.1
|
|
|
$
|
269.8
|
|
|
$
|
302.5
|
|
The following table presents our unamortized excess cost amounts by business segment at the dates indicated:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
NGL Pipelines & Services
|
|
$
|
24.4
|
|
|
$
|
25.3
|
|
Crude Oil Pipelines & Services
|
|
|
18.7
|
|
|
|
19.3
|
|
Petrochemical & Refined Products Services
|
|
|
2.2
|
|
|
|
2.3
|
|
Total
|
|
$
|
45.3
|
|
|
$
|
46.9
|
|
In total, amortization of excess cost amounts was $0.5 million and $0.6 million for the three months ended September 30, 2016 and 2015, respectively. During the nine months ended September 30, 2016 and 2015, amortization of excess cost amounts was $1.6 million and $4.5 million, respectively.
Summarized Combined Financial Information of Unconsolidated Affiliates
Combined results of operations data for the periods indicated for our unconsolidated affiliates are summarized in the following table (all data presented on a 100% basis):
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
328.9
|
|
|
$
|
368.2
|
|
|
$
|
991.9
|
|
|
$
|
1,121.4
|
|
Operating income
|
|
|
193.6
|
|
|
|
225.4
|
|
|
|
589.0
|
|
|
|
662.7
|
|
Net income
|
|
|
192.0
|
|
|
|
223.0
|
|
|
|
585.5
|
|
|
|
654.1
|
|
Note 6. Intangible Assets and Goodwill
Identifiable Intangible Assets
The following table summarizes our intangible assets by business segment at the dates indicated:
|
|
September 30, 2016
|
|
|
December 31, 2015
|
|
|
|
Gross
Value
|
|
|
Accumulated
Amortization
|
|
|
Carrying
Value
|
|
|
Gross
Value
|
|
|
Accumulated
Amortization
|
|
|
Carrying
Value
|
|
NGL Pipelines & Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationship intangibles
|
|
$
|
447.4
|
|
|
$
|
(168.9
|
)
|
|
$
|
278.5
|
|
|
$
|
447.4
|
|
|
$
|
(156.9
|
)
|
|
$
|
290.5
|
|
Contract-based intangibles
|
|
|
283.5
|
|
|
|
(204.3
|
)
|
|
|
79.2
|
|
|
|
283.0
|
|
|
|
(193.2
|
)
|
|
|
89.8
|
|
Segment total
|
|
|
730.9
|
|
|
|
(373.2
|
)
|
|
|
357.7
|
|
|
|
730.4
|
|
|
|
(350.1
|
)
|
|
|
380.3
|
|
Crude Oil Pipelines & Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationship intangibles
|
|
|
2,204.4
|
|
|
|
(74.2
|
)
|
|
|
2,130.2
|
|
|
|
2,204.4
|
|
|
|
(39.1
|
)
|
|
|
2,165.3
|
|
Contract-based intangibles
|
|
|
281.0
|
|
|
|
(109.3
|
)
|
|
|
171.7
|
|
|
|
281.4
|
|
|
|
(69.2
|
)
|
|
|
212.2
|
|
Segment total
|
|
|
2,485.4
|
|
|
|
(183.5
|
)
|
|
|
2,301.9
|
|
|
|
2,485.8
|
|
|
|
(108.3
|
)
|
|
|
2,377.5
|
|
Natural Gas Pipelines & Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationship intangibles
|
|
|
1,350.3
|
|
|
|
(384.1
|
)
|
|
|
966.2
|
|
|
|
1,350.3
|
|
|
|
(366.3
|
)
|
|
|
984.0
|
|
Contract-based intangibles
|
|
|
464.7
|
|
|
|
(368.2
|
)
|
|
|
96.5
|
|
|
|
464.7
|
|
|
|
(361.0
|
)
|
|
|
103.7
|
|
Segment total
|
|
|
1,815.0
|
|
|
|
(752.3
|
)
|
|
|
1,062.7
|
|
|
|
1,815.0
|
|
|
|
(727.3
|
)
|
|
|
1,087.7
|
|
Petrochemical & Refined Products Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationship intangibles
|
|
|
185.5
|
|
|
|
(42.5
|
)
|
|
|
143.0
|
|
|
|
185.5
|
|
|
|
(38.3
|
)
|
|
|
147.2
|
|
Contract-based intangibles
|
|
|
56.3
|
|
|
|
(14.4
|
)
|
|
|
41.9
|
|
|
|
56.3
|
|
|
|
(11.8
|
)
|
|
|
44.5
|
|
Segment total
|
|
|
241.8
|
|
|
|
(56.9
|
)
|
|
|
184.9
|
|
|
|
241.8
|
|
|
|
(50.1
|
)
|
|
|
191.7
|
|
Total intangible assets
|
|
$
|
5,273.1
|
|
|
$
|
(1,365.9
|
)
|
|
$
|
3,907.2
|
|
|
$
|
5,273.0
|
|
|
$
|
(1,235.8
|
)
|
|
$
|
4,037.2
|
|
The following table presents the amortization expense of our intangible assets by business segment for the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
NGL Pipelines & Services
|
|
$
|
7.6
|
|
|
$
|
9.7
|
|
|
$
|
23.1
|
|
|
$
|
24.9
|
|
Crude Oil Pipelines & Services
|
|
|
23.2
|
|
|
|
29.0
|
|
|
|
75.6
|
|
|
|
62.3
|
|
Natural Gas Pipelines & Services
|
|
|
8.1
|
|
|
|
10.7
|
|
|
|
25.0
|
|
|
|
30.5
|
|
Petrochemical & Refined Products Services
|
|
|
2.3
|
|
|
|
2.3
|
|
|
|
6.8
|
|
|
|
7.0
|
|
Offshore Pipelines & Services
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
4.5
|
|
Total
|
|
$
|
41.2
|
|
|
$
|
51.7
|
|
|
$
|
130.5
|
|
|
$
|
129.2
|
|
The following table presents our forecast of amortization expense associated with existing intangible assets for the periods indicated:
Remainder
of 2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
$
|
44.6
|
|
|
$
|
176.4
|
|
|
$
|
171.8
|
|
|
$
|
167.3
|
|
|
$
|
166.4
|
|
Goodwill
Goodwill represents the excess of the purchase price of an acquired business over the amounts assigned to assets acquired and liabilities assumed in the transaction. The following table presents the carrying amount of goodwill at the dates indicated:
|
|
NGL
Pipelines
& Services
|
|
|
Crude Oil
Pipelines
& Services
|
|
|
Natural Gas
Pipelines
& Services
|
|
|
Petrochemical
& Refined
Products
Services
|
|
|
Consolidated
Total
|
|
Balance at December 31, 2015
|
|
$
|
2,651.7
|
|
|
$
|
1,841.0
|
|
|
$
|
296.3
|
|
|
$
|
956.2
|
|
|
$
|
5,745.2
|
|
Balance at September 30, 2016
|
|
$
|
2,651.7
|
|
|
$
|
1,841.0
|
|
|
$
|
296.3
|
|
|
$
|
956.2
|
|
|
$
|
5,745.2
|
|
The following table presents our consolidated debt obligations (arranged by company and maturity date) at the dates indicated:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
EPO senior debt obligations:
|
|
|
|
|
|
|
Commercial Paper Notes, variable-rates
|
|
$
|
2,038.6
|
|
|
$
|
1,114.1
|
|
Senior Notes AA, 3.20% fixed-rate, due February 2016
|
|
|
--
|
|
|
|
750.0
|
|
Senior Notes L, 6.30% fixed-rate, due September 2017
|
|
|
800.0
|
|
|
|
800.0
|
|
364-Day Credit Agreement, variable-rate, due September 2017
|
|
|
--
|
|
|
|
--
|
|
Senior Notes V, 6.65% fixed-rate, due April 2018
|
|
|
349.7
|
|
|
|
349.7
|
|
Senior Notes OO, 1.65% fixed-rate, due May 2018
|
|
|
750.0
|
|
|
|
750.0
|
|
Senior Notes N, 6.50% fixed-rate, due January 2019
|
|
|
700.0
|
|
|
|
700.0
|
|
Senior Notes LL, 2.55% fixed-rate, due October 2019
|
|
|
800.0
|
|
|
|
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
|
|
Multi-Year Revolving Credit Facility, variable-rate, due September 2020
|
|
|
--
|
|
|
|
--
|
|
Senior Notes RR, 2.85% fixed-rate, due April 2021
|
|
|
575.0
|
|
|
|
--
|
|
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
|
|
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
|
|
|
|
--
|
|
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
|
|
|
|
875.0
|
|
Senior Notes NN, 4.95% fixed-rate, due October 2054
|
|
|
400.0
|
|
|
|
400.0
|
|
TEPPCO senior debt obligations:
|
|
|
|
|
|
|
|
|
TEPPCO Senior Notes, 6.65% fixed-rate, due April 2018
|
|
|
0.3
|
|
|
|
0.3
|
|
TEPPCO Senior Notes, 7.55% fixed-rate, due April 2038
|
|
|
0.4
|
|
|
|
0.4
|
|
Total principal amount of senior debt obligations
|
|
|
22,688.6
|
|
|
|
21,264.1
|
|
EPO Junior Subordinated Notes A, fixed/variable-rate, due August 2066
(1)
|
|
|
521.1
|
|
|
|
521.1
|
|
EPO Junior Subordinated Notes C, fixed/variable-rate, due June 2067
(2)
|
|
|
256.4
|
|
|
|
256.4
|
|
EPO Junior Subordinated Notes B, fixed/variable-rate, due January 2068
(3)
|
|
|
682.7
|
|
|
|
682.7
|
|
TEPPCO Junior Subordinated Notes, fixed/variable-rate, due June 2067
|
|
|
14.2
|
|
|
|
14.2
|
|
Total principal amount of senior and junior debt obligations
|
|
|
24,163.0
|
|
|
|
22,738.5
|
|
Other, non-principal amounts
|
|
|
(203.7
|
)
|
|
|
(197.7
|
)
|
Less current maturities of debt
|
|
|
(2,838.1
|
)
|
|
|
(1,863.9
|
)
|
Total long-term debt
|
|
$
|
21,121.2
|
|
|
$
|
20,676.9
|
|
|
|
(1)
Fixed rate of 8.375% was paid through August 1, 2016; thereafter, a variable rate is in effect based on 3-month LIBOR plus 3.708%.
(2)
Fixed rate of 7.000% through September 1, 2017 (i.e., first call date without a make-whole redemption premium); thereafter, variable rate based on 3-month LIBOR plus 2.778%.
(3)
Fixed rate of 7.034% through January 15, 2018 (i.e., first call date without a make-whole redemption premium); thereafter, the rate will be the greater of 7.034% or a variable rate based on 3-month LIBOR plus 2.680%.
|
|
At December 31, 2015, we reclassified $149.8 million of bond issuance costs, which were previously accounted for as assets on our consolidated balance sheet, to long-term debt in connection with the adoption of ASU 2015-03 (see Note 1). These amounts are a component of “Other, non-principal amounts” in the preceding table.
The following table presents contractually scheduled maturities of our consolidated debt obligations outstanding at September 30, 2016 for the next five years, and in total thereafter:
|
|
|
|
|
Scheduled Maturities of Debt
|
|
|
|
Total
|
|
|
Remainder
of 2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
Thereafter
|
|
Commercial Paper Notes
|
|
$
|
2,038.6
|
|
|
$
|
2,038.6
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
Senior Notes
|
|
|
20,650.0
|
|
|
|
--
|
|
|
|
800.0
|
|
|
|
1,100.0
|
|
|
|
1,500.0
|
|
|
|
1,500.0
|
|
|
|
15,750.0
|
|
Junior Subordinated Notes
|
|
|
1,474.4
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1,474.4
|
|
Total
|
|
$
|
24,163.0
|
|
|
$
|
2,038.6
|
|
|
$
|
800.0
|
|
|
$
|
1,100.0
|
|
|
$
|
1,500.0
|
|
|
$
|
1,500.0
|
|
|
$
|
17,224.4
|
|
Parent-Subsidiary Guarantor Relationships
Enterprise Products Partners L.P. acts as guarantor of the consolidated debt obligations of EPO, with the exception of the remaining debt obligations of TEPPCO. If EPO were to default on any of its guaranteed debt, Enterprise Products Partners L.P. would be responsible for full and unconditional repayment of that obligation.
Issuance of $1.25 Billion of Senior Notes in April 2016
In April 2016, EPO issued $575 million in principal amount of 2.85% senior notes due April 2021 (“Senior Notes RR”), $575 million in principal amount of 3.95% senior notes due February 2027 (“Senior Notes SS”) and $100 million in principal amount of 4.90% reopened senior notes due May 2046 (“Senior Notes QQ”). Senior Notes RR, SS and QQ were issued at 99.898%, 99.760% and 95.516% of their principal amounts, respectively. We issued these senior notes using our 2013 Shelf (see Note 8).
Net proceeds from the issuance of these senior notes were used as follows: (i) the repayment of amounts then outstanding under EPO’s commercial paper program, which included amounts we used to repay $750 million in principal amount of Senior Notes AA that matured in February 2016, and (ii) for general company purposes.
Enterprise Products Partners L.P. has unconditionally guaranteed these senior notes on an unsecured and unsubordinated basis. These senior notes rank equal with EPO’s existing and future unsecured and unsubordinated indebtedness and are senior to any existing and future subordinated indebtedness of EPO. These senior notes are subject to make-whole redemption rights and were issued under an indenture containing certain covenants, which generally restrict EPO’s ability (with certain exceptions) to incur debt secured by liens and engage in sale and leaseback transactions.
364-Day Credit Agreement
In September 2016, EPO amended its 364-Day Credit Agreement to extend its maturity date to September 2017. There are currently no principal amounts outstanding under this revolving credit agreement. Under the terms of the 364-Day Credit Agreement, EPO may borrow up to $1.5 billion (which may be increased by up to $200 million to $1.7 billion at EPO’s election, provided certain conditions are met) at a variable interest rate for a term of 364 days, subject to the terms and conditions set forth therein. To the extent that principal amounts are outstanding at the maturity date, EPO may elect to have the entire principal balance then outstanding continued as a non-revolving term loan for a period of one additional year, payable in September 2018. The remaining terms of the 364-Day Credit Agreement, as amended, remain materially the same as those reported for the 364-Day Credit Agreement in our 2015 Form 10-K.
Letters of Credit
At September 30, 2016, EPO had $67.7 million of letters of credit outstanding primarily related to our commodity hedging activities.
Lender Financial Covenants
We were in compliance with the financial covenants of our consolidated debt agreements at September 30, 2016.
Information Regarding Variable Interest Rates Paid
The following table presents the range of interest rates and weighted-average interest rates paid on our consolidated variable-rate debt during the nine months ended September 30, 2016:
|
Range of Interest
Rates Paid
|
Weighted-Average
Interest Rate Paid
|
Commercial Paper Notes
|
0.56% to 1.18%
|
0.89%
|
Junior Subordinated Notes A
|
4.46%
|
4.46%
|
Multi-Year Revolving Credit Facility
|
1.43% to 1.43%
|
1.43%
|
Note 8. Equity and Distributions
Partners Equity
Partners’ equity reflects the limited partner interests (i.e., common units, including restricted common units) that we have outstanding. The following table summarizes changes in the number of our outstanding units from December 31, 2015 to September 30, 2016:
|
|
Common
Units
(Unrestricted)
|
|
|
Restricted
Common
Units
|
|
|
Total
Common
Units
|
|
Number of units outstanding at December 31, 2015
|
|
|
2,010,592,504
|
|
|
|
1,960,520
|
|
|
|
2,012,553,024
|
|
Common units issued in connection with ATM program
|
|
|
76,113,492
|
|
|
|
--
|
|
|
|
76,113,492
|
|
Common units issued in connection with DRIP and EUPP
|
|
|
13,334,558
|
|
|
|
--
|
|
|
|
13,334,558
|
|
Common units issued in connection with the vesting of phantom unit awards
|
|
|
1,149,450
|
|
|
|
--
|
|
|
|
1,149,450
|
|
Common units issued in connection with the vesting of restricted common unit awards
|
|
|
1,214,178
|
|
|
|
(1,214,178
|
)
|
|
|
--
|
|
Forfeiture of restricted common unit awards
|
|
|
--
|
|
|
|
(41,774
|
)
|
|
|
(41,774
|
)
|
Acquisition and cancellation of treasury units in connection with the
vesting of equity-based awards
|
|
|
(403,229
|
)
|
|
|
--
|
|
|
|
(403,229
|
)
|
Other
|
|
|
90,707
|
|
|
|
--
|
|
|
|
90,707
|
|
Number of units outstanding at September 30, 2016
|
|
|
2,102,091,660
|
|
|
|
704,568
|
|
|
|
2,102,796,228
|
|
The net cash proceeds we received from the issuance of common units during the nine months ended September 30, 2016 were used to temporarily reduce principal amounts outstanding under EPO’s commercial paper program and revolving credit facilities and for general company purposes.
We expect to issue additional equity and debt securities to assist us in meeting our future liquidity requirements, including those related to capital spending.
Universal shelf registration statement
On May 12, 2016, we filed with the SEC a new universal shelf registration statement (the “2016 Shelf”), which was immediately effective and replaced our prior universal shelf registration statement filed with the SEC in June 2013 (the “2013 Shelf”). The 2016 Shelf allows (and the prior 2013 Shelf allowed) Enterprise Products Partners L.P. and EPO (each on a standalone basis) to issue an unlimited amount of equity and debt securities, respectively. See Note 7 for information regarding an offering of senior notes we completed in April 2016 using the 2013 Shelf.
At-the-Market (“ATM”) program
On July 11, 2016, we filed an amended registration statement with the SEC covering the issuance of up to $1.89 billion of our common units in amounts, at prices and on terms to be determined by market conditions and other factors at the time of such offerings. Pursuant to the ATM program, we may sell common units under an equity distribution agreement between Enterprise Products Partners L.P. and certain broker-dealers from time-to-time by means of ordinary brokers’ transactions through the NYSE at market prices, in block transactions or as otherwise agreed to with the broker-dealer parties to the agreement. The new registration statement was declared effective on July 14, 2016 and replaced our prior registration statement with respect to the ATM program.
During the nine months ended September 30, 2016, we sold 76,113,492 common units under the ATM program for aggregate gross proceeds of $1.87 billion. This includes 3,830,256 common units sold in January 2016 to privately held affiliates of EPCO, which generated gross proceeds of $100 million. After taking into account applicable costs, our transactions under the ATM program resulted in aggregate net cash proceeds of $1.85 billion during the nine months ended September 30, 2016. During the nine months ended September 30, 2015, we issued 23,258,453 common units under this program for aggregate gross cash proceeds of $767.1 million, resulting in total net cash proceeds of $759.7 million. This includes 3,225,057 common units sold in March 2015 to a privately held affiliate of EPCO, which generated gross proceeds of $100 million. Following the effectiveness of the new ATM registration statement and after taking into account the aggregate sales price of common units sold under the ATM program through September 30, 2016, we have the capacity to issue additional common units under the ATM program up to an aggregate sales price of $1.75 billion.
Distribution reinvestment plan
On May 12, 2016, we filed with the SEC a new registration statement in connection with our distribution reinvestment plan (“DRIP”), which was immediately effective and amended a prior registration statement filed in March 2010. The new registration statement increased the aggregate number of our common units authorized for issuance under the DRIP from 140,000,000 to 240,000,000. The DRIP provides unitholders of record and beneficial owners of our common units a voluntary means by which they can increase the number of our common units they own by reinvesting the quarterly cash distributions they receive from us into the purchase of additional new common units.
We issued a total of 12,946,724 common units under our DRIP during the nine months ended September 30, 2016, which generated net cash proceeds of $306.2 million. During the nine months ended September 30, 2015, we issued 7,965,318 common units under our DRIP, which generated net cash proceeds of $242.8 million. Privately held affiliates of EPCO reinvested $100 million through the DRIP during the nine months ended September 30, 2016 (this amount being a component of the net cash proceeds presented).
After taking into account the new registration statement and the number of common units issued under the DRIP through September 30, 2016, we have the capacity to issue an additional 102,121,274 common units under this plan.
Employee unit purchase plan
In addition to the DRIP, we have registration statements on file with the SEC authorizing the issuance of up to 8,000,000 of our common units in connection with our employee unit purchase plan (“EUPP”). We issued 387,834 common units under our EUPP during the nine months ended September 30, 2016, which generated net cash proceeds of $9.8 million. During the nine months ended September 30, 2015, we issued 285,997 common units under our EUPP, which generated net cash proceeds of $8.9 million. After taking into account the number of common units issued under the EUPP through September 30, 2016, we may issue an additional 6,384,672 common units under this plan.
Noncontrolling Interests
Noncontrolling interests represent third party equity ownership interests in our consolidated subsidiaries (e.g., joint venture partners in entities in which we have a controlling ownership interest).
Accumulated Other Comprehensive Loss
The following tables present the components of accumulated other comprehensive income (loss) as reported on our Unaudited Condensed Consolidated Balance Sheets at the dates indicated:
|
|
Gains (Losses) on
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
Commodity
Derivative
Instruments
|
|
|
Interest Rate
Derivative
Instruments
|
|
|
Other
|
|
|
Total
|
|
Balance, December 31, 2015
|
|
$
|
56.6
|
|
|
$
|
(279.5
|
)
|
|
$
|
3.7
|
|
|
$
|
(219.2
|
)
|
Other comprehensive loss before reclassifications
|
|
|
(52.2
|
)
|
|
|
(16.3
|
)
|
|
|
(0.1
|
)
|
|
|
(68.6
|
)
|
Amounts reclassified from accumulated other comprehe
nsive loss (income)
|
|
|
(48.7
|
)
|
|
|
27.8
|
|
|
|
--
|
|
|
|
(20.9
|
)
|
Total other comprehensive income (loss)
|
|
|
(100.9
|
)
|
|
|
11.5
|
|
|
|
(0.1
|
)
|
|
|
(89.5
|
)
|
Balance, September 30, 2016
|
|
$
|
(44.3
|
)
|
|
$
|
(268.0
|
)
|
|
$
|
3.6
|
|
|
$
|
(308.7
|
)
|
|
|
Gains (Losses) on
Cash Flow Hedges
|
|
|
|
|
|
|
|
|
|
Commodity
Derivative
Instruments
|
|
|
Interest Rate
Derivative
Instruments
|
|
|
Other
|
|
|
Total
|
|
Balance, December 31, 2014
|
|
$
|
69.9
|
|
|
$
|
(314.8
|
)
|
|
$
|
3.3
|
|
|
$
|
(241.6
|
)
|
Other comprehensive income before reclassifications
|
|
|
112.3
|
|
|
|
--
|
|
|
|
0.4
|
|
|
|
112.7
|
|
Amounts reclassified from accumulated other comprehensive loss (income)
|
|
|
(128.1
|
)
|
|
|
26.3
|
|
|
|
--
|
|
|
|
(101.8
|
)
|
Total other comprehensive income (loss)
|
|
|
(15.8
|
)
|
|
|
26.3
|
|
|
|
0.4
|
|
|
|
10.9
|
|
Balance, September 30, 2015
|
|
$
|
54.1
|
|
|
$
|
(288.5
|
)
|
|
$
|
3.7
|
|
|
$
|
(230.7
|
)
|
The following table presents reclassifications out of accumulated other comprehensive income (loss) into net income during the periods indicated:
|
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
Location
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Losses (gains) on cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives
|
Interest expense
|
|
$
|
9.4
|
|
|
$
|
8.9
|
|
|
$
|
27.8
|
|
|
$
|
26.3
|
|
Commodity derivatives
|
Revenue
|
|
|
(23.0
|
)
|
|
|
(46.8
|
)
|
|
|
(47.6
|
)
|
|
|
(128.6
|
)
|
Commodity derivatives
|
Operating costs and expenses
|
|
|
(3.9
|
)
|
|
|
--
|
|
|
|
(1.1
|
)
|
|
|
0.5
|
|
Total
|
|
|
$
|
(17.5
|
)
|
|
$
|
(37.9
|
)
|
|
$
|
(20.9
|
)
|
|
$
|
(101.8
|
)
|
For information regarding our interest rate and commodity derivative instruments, see Note 12.
Cash Distributions
The following table presents Enterprise’s declared quarterly cash distribution rates per common unit with respect to the quarter indicated:
|
|
Distribution Per
Common Unit
|
|
Record
Date
|
Payment
Date
|
2015:
|
|
|
|
|
|
1st Quarter
|
|
$
|
0.3750
|
|
4/30/2015
|
5/7/2015
|
2nd Quarter
|
|
$
|
0.3800
|
|
7/31/2015
|
8/7/2015
|
3rd Quarter
|
|
$
|
0.3850
|
|
10/30/2015
|
11/6/2015
|
2016:
|
|
|
|
|
|
|
1st Quarter
|
|
$
|
0.3950
|
|
4/29/2016
|
5/6/2016
|
2nd Quarter
|
|
$
|
0.4000
|
|
7/29/2016
|
8/5/2016
|
3rd Quarter
|
|
$
|
0.4050
|
|
10/31/2016
|
11/7/2016
|
In November 2010, we completed our merger with Enterprise GP Holdings L.P. (the “Holdings Merger”). In connection with the Holdings Merger, a privately held affiliate of EPCO agreed to temporarily waive the regular cash distributions it would otherwise receive from us with respect to a certain number of our common units it owns (the “Designated Units”). Distributions paid to partners during 2015 reflected the exclusion of 35,380,000 Designated Units. The temporary distribution waiver expired in November 2015; therefore, distributions paid to partners during calendar year 2016 are payable on all outstanding common units.
Note 9. Business Segments
Our historical operations are reported under five business segments: (i) NGL Pipelines & Services, (ii) Crude Oil Pipelines & Services, (iii) Natural Gas Pipelines & Services, (iv) Petrochemical & Refined Products Services and (v) Offshore Pipelines & Services. On July 24, 2015, we completed the sale of our Offshore Business, which primarily consisted of our Offshore Pipelines & Services segment. Our consolidated financial statements reflect ownership of the Offshore Business through July 24, 2015.
Our business segments are generally organized and managed according to the types of services rendered (or technologies employed) and products produced and/or sold. Financial information regarding these segments is evaluated regularly by our chief operating decision makers in deciding how to allocate resources and in assessing operating and financial performance.
Segment revenues include intersegment and intrasegment transactions, which are generally based on transactions made at market-based rates. Our consolidated revenues reflect the elimination of intercompany transactions. Substantially all of our consolidated revenues are earned in the U.S. and derived from a wide customer base.
We evaluate segment performance based on our financial measure of gross operating margin. Gross operating margin is an important performance measure of the core profitability of our operations and forms the basis of our internal financial reporting. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating segment results. The GAAP financial measure most directly comparable to total segment gross operating margin is operating income.
Gross operating margin represents GAAP operating income exclusive of (i) depreciation, amortization and accretion expenses, (ii) impairment charges, (iii) gains and losses attributable to asset sales, insurance recoveries and related property damage and (iv) general and administrative costs. Gross operating margin includes (i) equity in the earnings of unconsolidated affiliates and (ii) non-refundable deferred transportation revenues relating to the make-up rights of committed shippers on certain pipeline assets. Gross operating margin is exclusive of other income and expense transactions, income taxes, the cumulative effect of changes in accounting principles and extraordinary charges. Gross operating margin is presented on a 100% basis before any allocation of earnings to noncontrolling interests. Gross operating margin by segment is calculated by subtracting segment operating costs and expenses from segment revenues, with both segment totals reflecting the adjustments noted above, as applicable, and before the elimination of intercompany transactions.
Segment assets consist of property, plant and equipment, investments in unconsolidated affiliates, intangible assets and goodwill. The carrying values of such amounts are assigned to each segment based on each asset’s or investment’s principal operations and contribution to the gross operating margin of that particular segment. Since construction-in-progress amounts (a component of property, plant and equipment) generally do not contribute to segment gross operating margin, such amounts are excluded from segment asset totals until the underlying assets are placed in service. Intangible assets and goodwill are assigned to each segment based on the classification of the assets to which they relate. The remainder of our consolidated total assets, which consist primarily of working capital assets, are excluded from segment assets since these amounts are not attributable to one specific segment (e.g. cash).
Substantially all of our plants, pipelines and other fixed assets are located in the U.S.
The following table presents our measurement of total segment gross operating margin for the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Revenues
|
|
$
|
5,920.4
|
|
|
$
|
6,307.9
|
|
|
$
|
16,543.5
|
|
|
$
|
20,872.9
|
|
Subtract operating costs and expenses
|
|
|
(5,065.7
|
)
|
|
|
(5,452.6
|
)
|
|
|
(14,034.8
|
)
|
|
|
(18,426.5
|
)
|
Add equity in income of unconsolidated affiliates
|
|
|
92.3
|
|
|
|
103.1
|
|
|
|
269.8
|
|
|
|
302.5
|
|
Add depreciation, amortization and accretion expense amounts not reflected in gross operating margin
|
|
|
367.1
|
|
|
|
351.1
|
|
|
|
1,085.6
|
|
|
|
1,082.0
|
|
Add asset impairment charges not reflected in gross operating margin
|
|
|
6.8
|
|
|
|
26.8
|
|
|
|
21.6
|
|
|
|
139.1
|
|
Add net losses or subtract net gains attributable to asset sales, insurance recoveries and related property damage not reflected in gross operating margin
|
|
|
(8.9
|
)
|
|
|
12.3
|
|
|
|
4.8
|
|
|
|
14.7
|
|
Add non-refundable payments attributable to shipper make-up rights on new pipeline projects reflected in gross operating margin
|
|
|
1.2
|
|
|
|
3.4
|
|
|
|
10.1
|
|
|
|
39.3
|
|
Subtract subsequent revenue recognition of deferred revenues attributable to make-up rights not reflected in gross operating margin
|
|
|
(5.6
|
)
|
|
|
(10.9
|
)
|
|
|
(25.1
|
)
|
|
|
(45.3
|
)
|
Total segment gross operating margin
|
|
$
|
1,307.6
|
|
|
$
|
1,341.1
|
|
|
$
|
3,875.5
|
|
|
$
|
3,978.7
|
|
The following table presents a reconciliation of total segment gross operating margin to GAAP operating income and further to income before income taxes for the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Total segment gross operating margin
|
|
$
|
1,307.6
|
|
|
$
|
1,341.1
|
|
|
$
|
3,875.5
|
|
|
$
|
3,978.7
|
|
Adjustments to reconcile total segment gross operating margin to operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtract depreciation, amortization and accretion expense amounts not reflected in gross operating margin
|
|
|
(367.1
|
)
|
|
|
(351.1
|
)
|
|
|
(1,085.6
|
)
|
|
|
(1,082.0
|
)
|
Subtract asset impairment charges not reflected in gross operating margin
|
|
|
(6.8
|
)
|
|
|
(26.8
|
)
|
|
|
(21.6
|
)
|
|
|
(139.1
|
)
|
Add net gains or subtract net losses attributable to asset sales, insurance recoveries and related property damage not reflected in gross operating margin
|
|
|
8.9
|
|
|
|
(12.3
|
)
|
|
|
(4.8
|
)
|
|
|
(14.7
|
)
|
Subtract non-refundable payments attributable to shipper make-up rights on new pipeline projects reflected in gross operating margin
|
|
|
(1.2
|
)
|
|
|
(3.4
|
)
|
|
|
(10.1
|
)
|
|
|
(39.3
|
)
|
Add subsequent revenue recognition of deferred revenues attributable to make-up rights not reflected in gross operating margin
|
|
|
5.6
|
|
|
|
10.9
|
|
|
|
25.1
|
|
|
|
45.3
|
|
Subtract general and administrative costs not reflected in gross operating margin
|
|
|
(42.0
|
)
|
|
|
(49.0
|
)
|
|
|
(121.0
|
)
|
|
|
(143.2
|
)
|
Operating income
|
|
|
905.0
|
|
|
|
909.4
|
|
|
|
2,657.5
|
|
|
|
2,605.7
|
|
Other expense, net
|
|
|
(257.1
|
)
|
|
|
(246.2
|
)
|
|
|
(761.1
|
)
|
|
|
(736.4
|
)
|
Income before income taxes
|
|
$
|
647.9
|
|
|
$
|
663.2
|
|
|
$
|
1,896.4
|
|
|
$
|
1,869.3
|
|
Information by business segment, together with reconciliations to our consolidated financial statement totals, is presented in the following table:
|
|
Business Segments
|
|
|
|
|
|
|
|
|
|
NGL
Pipelines
& Services
|
|
|
Crude Oil
Pipelines
& Services
|
|
|
Natural Gas
Pipelines
& Services
|
|
|
Petrochemical
& Refined Products Services
|
|
|
Offshore
Pipelines
& Services
|
|
|
Adjustments
and
Eliminations
|
|
|
Consolidated
Total
|
|
Revenues from third parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2016
|
|
$
|
2,414.2
|
|
|
$
|
1,712.9
|
|
|
$
|
711.3
|
|
|
$
|
1,066.3
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
5,904.7
|
|
Three months ended September 30, 2015
|
|
|
2,284.6
|
|
|
|
2,316.4
|
|
|
|
705.2
|
|
|
|
980.0
|
|
|
|
7.8
|
|
|
|
--
|
|
|
|
6,294.0
|
|
Nine months ended September 30, 2016
|
|
|
7,328.9
|
|
|
|
4,641.8
|
|
|
|
1,792.5
|
|
|
|
2,735.8
|
|
|
|
--
|
|
|
|
--
|
|
|
|
16,499.0
|
|
Nine months ended September 30, 2015
|
|
|
7,223.2
|
|
|
|
8,080.4
|
|
|
|
2,117.5
|
|
|
|
3,347.6
|
|
|
|
76.9
|
|
|
|
--
|
|
|
|
20,845.6
|
|
Revenues from related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2016
|
|
|
2.7
|
|
|
|
10.1
|
|
|
|
2.9
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
15.7
|
|
Three months ended September 30, 2015
|
|
|
2.2
|
|
|
|
6.2
|
|
|
|
4.5
|
|
|
|
--
|
|
|
|
1.0
|
|
|
|
--
|
|
|
|
13.9
|
|
Nine months ended September 30, 2016
|
|
|
7.3
|
|
|
|
29.8
|
|
|
|
7.4
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
44.5
|
|
Nine months ended September 30, 2015
|
|
|
6.0
|
|
|
|
8.6
|
|
|
|
10.8
|
|
|
|
--
|
|
|
|
1.9
|
|
|
|
--
|
|
|
|
27.3
|
|
Intersegment and intrasegment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2016
|
|
|
4,772.4
|
|
|
|
2,445.2
|
|
|
|
201.2
|
|
|
|
315.4
|
|
|
|
--
|
|
|
|
(7,734.2
|
)
|
|
|
--
|
|
Three months ended September 30, 2015
|
|
|
2,461.0
|
|
|
|
1,142.1
|
|
|
|
180.2
|
|
|
|
267.3
|
|
|
|
0.1
|
|
|
|
(4,050.7
|
)
|
|
|
--
|
|
Nine months ended September 30, 2016
|
|
|
12,828.0
|
|
|
|
6,390.3
|
|
|
|
472.8
|
|
|
|
865.8
|
|
|
|
--
|
|
|
|
(20,556.9
|
)
|
|
|
--
|
|
Nine months ended September 30, 2015
|
|
|
7,685.1
|
|
|
|
3,958.9
|
|
|
|
519.7
|
|
|
|
875.8
|
|
|
|
0.6
|
|
|
|
(13,040.1
|
)
|
|
|
--
|
|
Total revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2016
|
|
|
7,189.3
|
|
|
|
4,168.2
|
|
|
|
915.4
|
|
|
|
1,381.7
|
|
|
|
--
|
|
|
|
(7,734.2
|
)
|
|
|
5,920.4
|
|
Three months ended September 30, 2015
|
|
|
4,747.8
|
|
|
|
3,464.7
|
|
|
|
889.9
|
|
|
|
1,247.3
|
|
|
|
8.9
|
|
|
|
(4,050.7
|
)
|
|
|
6,307.9
|
|
Nine months ended September 30, 2016
|
|
|
20,164.2
|
|
|
|
11,061.9
|
|
|
|
2,272.7
|
|
|
|
3,601.6
|
|
|
|
--
|
|
|
|
(20,556.9
|
)
|
|
|
16,543.5
|
|
Nine months ended September 30, 2015
|
|
|
14,914.3
|
|
|
|
12,047.9
|
|
|
|
2,648.0
|
|
|
|
4,223.4
|
|
|
|
79.4
|
|
|
|
(13,040.1
|
)
|
|
|
20,872.9
|
|
Equity in income (loss) of unconsolidated affiliates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2016
|
|
|
15.9
|
|
|
|
78.4
|
|
|
|
1.0
|
|
|
|
(3.0
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
92.3
|
|
Three months ended September 30, 2015
|
|
|
18.9
|
|
|
|
81.2
|
|
|
|
0.9
|
|
|
|
(3.3
|
)
|
|
|
5.4
|
|
|
|
--
|
|
|
|
103.1
|
|
Nine months ended September 30, 2016
|
|
|
45.0
|
|
|
|
234.3
|
|
|
|
2.9
|
|
|
|
(12.4
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
269.8
|
|
Nine months ended September 30, 2015
|
|
|
43.0
|
|
|
|
220.5
|
|
|
|
2.8
|
|
|
|
(10.4
|
)
|
|
|
46.6
|
|
|
|
--
|
|
|
|
302.5
|
|
Gross operating margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2016
|
|
|
703.5
|
|
|
|
254.0
|
|
|
|
178.5
|
|
|
|
171.6
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1,307.6
|
|
Three months ended September 30, 2015
|
|
|
695.5
|
|
|
|
254.6
|
|
|
|
192.4
|
|
|
|
191.5
|
|
|
|
7.1
|
|
|
|
--
|
|
|
|
1,341.1
|
|
Nine months ended September 30, 2016
|
|
|
2,206.3
|
|
|
|
633.7
|
|
|
|
533.6
|
|
|
|
501.9
|
|
|
|
--
|
|
|
|
--
|
|
|
|
3,875.5
|
|
Nine months ended September 30, 2015
|
|
|
2,041.3
|
|
|
|
704.2
|
|
|
|
588.3
|
|
|
|
547.4
|
|
|
|
97.5
|
|
|
|
--
|
|
|
|
3,978.7
|
|
Property, plant and equipment, net:
(see Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2016
|
|
|
14,040.1
|
|
|
|
4,074.1
|
|
|
|
8,473.7
|
|
|
|
3,255.1
|
|
|
|
--
|
|
|
|
3,276.4
|
|
|
|
33,119.4
|
|
At December 31, 2015
|
|
|
12,909.7
|
|
|
|
3,550.3
|
|
|
|
8,620.0
|
|
|
|
3,060.7
|
|
|
|
--
|
|
|
|
3,894.0
|
|
|
|
32,034.7
|
|
Investments in unconsolidated affiliates:
(see Note 5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2016
|
|
|
747.5
|
|
|
|
1,838.7
|
|
|
|
22.0
|
|
|
|
79.0
|
|
|
|
--
|
|
|
|
--
|
|
|
|
2,687.2
|
|
At December 31, 2015
|
|
|
718.7
|
|
|
|
1,813.4
|
|
|
|
22.5
|
|
|
|
73.9
|
|
|
|
--
|
|
|
|
--
|
|
|
|
2,628.5
|
|
Intangible assets, net:
(see Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2016
|
|
|
357.7
|
|
|
|
2,301.9
|
|
|
|
1,062.7
|
|
|
|
184.9
|
|
|
|
--
|
|
|
|
--
|
|
|
|
3,907.2
|
|
At December 31, 2015
|
|
|
380.3
|
|
|
|
2,377.5
|
|
|
|
1,087.7
|
|
|
|
191.7
|
|
|
|
--
|
|
|
|
--
|
|
|
|
4,037.2
|
|
Goodwill:
(see Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2016
|
|
|
2,651.7
|
|
|
|
1,841.0
|
|
|
|
296.3
|
|
|
|
956.2
|
|
|
|
--
|
|
|
|
--
|
|
|
|
5,745.2
|
|
At December 31, 2015
|
|
|
2,651.7
|
|
|
|
1,841.0
|
|
|
|
296.3
|
|
|
|
956.2
|
|
|
|
--
|
|
|
|
--
|
|
|
|
5,745.2
|
|
Segment assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At September 30, 2016
|
|
|
17,797.0
|
|
|
|
10,055.7
|
|
|
|
9,854.7
|
|
|
|
4,475.2
|
|
|
|
--
|
|
|
|
3,276.4
|
|
|
|
45,459.0
|
|
At December 31, 2015
|
|
|
16,660.4
|
|
|
|
9,582.2
|
|
|
|
10,026.5
|
|
|
|
4,282.5
|
|
|
|
--
|
|
|
|
3,894.0
|
|
|
|
44,445.6
|
|
The following table presents additional information regarding our consolidated revenues and costs and expenses for the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
NGL Pipelines & Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of NGLs and related products
|
|
$
|
1,959.0
|
|
|
$
|
1,844.9
|
|
|
$
|
5,962.9
|
|
|
$
|
5,936.2
|
|
Midstream services
|
|
|
457.9
|
|
|
|
441.9
|
|
|
|
1,373.3
|
|
|
|
1,293.0
|
|
Total
|
|
|
2,416.9
|
|
|
|
2,286.8
|
|
|
|
7,336.2
|
|
|
|
7,229.2
|
|
Crude Oil Pipelines & Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of crude oil
|
|
|
1,538.5
|
|
|
|
2,147.3
|
|
|
|
4,141.8
|
|
|
|
7,689.3
|
|
Midstream services
|
|
|
184.5
|
|
|
|
175.3
|
|
|
|
529.8
|
|
|
|
399.7
|
|
Total
|
|
|
1,723.0
|
|
|
|
2,322.6
|
|
|
|
4,671.6
|
|
|
|
8,089.0
|
|
Natural Gas Pipelines & Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of natural gas
|
|
|
483.7
|
|
|
|
455.0
|
|
|
|
1,104.4
|
|
|
|
1,361.2
|
|
Midstream services
|
|
|
230.5
|
|
|
|
254.7
|
|
|
|
695.5
|
|
|
|
767.1
|
|
Total
|
|
|
714.2
|
|
|
|
709.7
|
|
|
|
1,799.9
|
|
|
|
2,128.3
|
|
Petrochemical & Refined Products Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of petrochemicals and refined products
|
|
|
871.3
|
|
|
|
780.5
|
|
|
|
2,137.9
|
|
|
|
2,764.2
|
|
Midstream services
|
|
|
195.0
|
|
|
|
199.5
|
|
|
|
597.9
|
|
|
|
583.4
|
|
Total
|
|
|
1,066.3
|
|
|
|
980.0
|
|
|
|
2,735.8
|
|
|
|
3,347.6
|
|
Offshore Pipelines & Services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of crude oil
|
|
|
--
|
|
|
|
0.4
|
|
|
|
--
|
|
|
|
3.2
|
|
Midstream services
|
|
|
--
|
|
|
|
8.4
|
|
|
|
--
|
|
|
|
75.6
|
|
Total
|
|
|
--
|
|
|
|
8.8
|
|
|
|
--
|
|
|
|
78.8
|
|
Total consolidated revenues
|
|
$
|
5,920.4
|
|
|
$
|
6,307.9
|
|
|
$
|
16,543.5
|
|
|
$
|
20,872.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
$
|
4,088.6
|
|
|
$
|
4,419.9
|
|
|
$
|
11,135.6
|
|
|
$
|
15,355.9
|
|
Other operating costs and expenses (1)
|
|
|
612.1
|
|
|
|
642.5
|
|
|
|
1,787.2
|
|
|
|
1,834.8
|
|
Depreciation, amortization and accretion
|
|
|
367.1
|
|
|
|
351.1
|
|
|
|
1,085.6
|
|
|
|
1,082.0
|
|
Asset impairment charges
|
|
|
6.8
|
|
|
|
26.8
|
|
|
|
21.6
|
|
|
|
139.1
|
|
Loss due to Pascagoula fire
|
|
|
--
|
|
|
|
--
|
|
|
|
7.1
|
|
|
|
--
|
|
Ne
t losses
(gains) attributable to asset sales
|
|
|
(8.9
|
)
|
|
|
12.3
|
|
|
|
(2.3
|
)
|
|
|
14.7
|
|
General and administrative costs
|
|
|
42.0
|
|
|
|
49.0
|
|
|
|
121.0
|
|
|
|
143.2
|
|
Total consolidated costs and expenses
|
|
$
|
5,107.7
|
|
|
$
|
5,501.6
|
|
|
$
|
14,155.8
|
|
|
$
|
18,569.7
|
|
|
|
(1)
Represents the cost of operating our plants, pipelines and other fixed assets excluding: depreciation, amortization and accretion charges; asset impairment charges; losses due to property damage events (e.g., the fire at our Pascagoula Facility (see Note 4)); and net losses (or gains) attributable to asset sales.
|
|
Fluctuations in our product sales revenues and related cost of sales amounts are explained in part by changes in energy commodity prices. In general, lower energy commodity prices result in a decrease in our revenues attributable to product sales; however, these lower commodity prices also decrease the associated cost of sales as purchase costs decline. The same correlation would be true in the case of higher energy commodity sales prices and purchase costs.
Note 10. Earnings Per Unit
The following table presents our calculation of basic and diluted earnings per unit for the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
BASIC EARNINGS PER UNIT
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to limited partners
|
|
$
|
634.6
|
|
|
$
|
649.3
|
|
|
$
|
1,854.3
|
|
|
$
|
1,836.4
|
|
Undistributed earnings allocated and cash payments on phantom unit awards (1)
|
|
|
(3.2
|
)
|
|
|
(2.2
|
)
|
|
|
(9.7
|
)
|
|
|
(6.6
|
)
|
Net income available to common unitholders
|
|
$
|
631.4
|
|
|
$
|
647.1
|
|
|
$
|
1,844.6
|
|
|
$
|
1,829.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted-average number of common units outstanding
|
|
|
2,097.5
|
|
|
|
1,969.3
|
|
|
|
2,072.2
|
|
|
|
1,952.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per unit
|
|
$
|
0.30
|
|
|
$
|
0.33
|
|
|
$
|
0.89
|
|
|
$
|
0.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED EARNINGS PER UNIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to limited partners
|
|
$
|
634.6
|
|
|
$
|
649.3
|
|
|
$
|
1,854.3
|
|
|
$
|
1,836.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted-average number of units outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution-bearing common units
|
|
|
2,097.5
|
|
|
|
1,969.3
|
|
|
|
2,072.2
|
|
|
|
1,952.3
|
|
Designated Units
|
|
|
--
|
|
|
|
35.4
|
|
|
|
--
|
|
|
|
35.4
|
|
Phantom units (1)
|
|
|
8.0
|
|
|
|
5.7
|
|
|
|
7.6
|
|
|
|
5.4
|
|
Incremental option units
|
|
|
--
|
|
|
|
0.1
|
|
|
|
--
|
|
|
|
0.2
|
|
Total
|
|
|
2,105.5
|
|
|
|
2,010.5
|
|
|
|
2,079.8
|
|
|
|
1,993.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per unit
|
|
$
|
0.30
|
|
|
$
|
0.32
|
|
|
$
|
0.89
|
|
|
$
|
0.92
|
|
|
|
(1)
Each phantom unit award includes a DER, which entitles the recipient to receive cash payments equal to the product of the number of phantom unit awards and the cash distribution per unit paid to our common unitholders. Cash payments made in connection with DERs are nonforfeitable. As a result, the phantom units are considered participating securities for purposes of computing basic earnings per unit.
|
|
Note 11. Equity-Based Awards
An allocated portion of the fair value of EPCO’s equity-based awards is charged to us under the ASA. The following table summarizes compensation expense we recognized in connection with equity-based awards for the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Equity-classified awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Phantom unit awards
|
|
$
|
19.9
|
|
|
$
|
20.3
|
|
|
$
|
58.6
|
|
|
$
|
60.2
|
|
Restricted common unit awards
|
|
|
0.8
|
|
|
|
3.1
|
|
|
|
3.7
|
|
|
|
13.1
|
|
Profits interest awards
|
|
|
1.5
|
|
|
|
--
|
|
|
|
3.8
|
|
|
|
--
|
|
Liability-classified awards
|
|
|
0.1
|
|
|
|
--
|
|
|
|
0.4
|
|
|
|
0.2
|
|
Total
|
|
$
|
22.3
|
|
|
$
|
23.4
|
|
|
$
|
66.5
|
|
|
$
|
73.5
|
|
The fair value of equity-classified awards is amortized into earnings over the requisite service or vesting period. Equity-classified awards are expected to result in the issuance of common units upon vesting. Compensation expense for liability-classified awards is recognized over the requisite service or vesting period based on the fair value of the award remeasured at each reporting date. Liability-classified awards are settled in cash upon vesting.
At September 30, 2016, EPCO’s significant long-term incentive plans applicable to us were the Enterprise Products 1998 Long-Term Incentive Plan (“1998 Plan”) and the 2008 Enterprise Products Long-Term Incentive Plan (Third Amendment and Restatement) (“2008 Plan”). Up to 14,000,000 of our common units may be issued as awards under the 1998 Plan. The maximum number of common units authorized for issuance under the 2008 Plan was 35,000,000 at September 30, 2016. This authorized amount will automatically increase under the terms of the 2008 Plan by 5,000,000 common units on January 1, 2017 and will continue to automatically increase annually on January 1 thereafter during the term of the 2008 Plan; provided, however, that in no event shall the maximum aggregate number exceed 70,000,000 common units. After giving effect to awards granted under the 1998 Plan and 2008 Plan through September 30, 2016, a total of 3,255,545 and 18,297,995 additional common units were available for issuance under these plans, respectively.
In addition, during the first half of 2016, EPCO formed four limited partnerships (generally referred to as “Employee Partnerships”) to serve as incentive arrangements for key employees of EPCO by providing them a “profits interest” in an Employee Partnership. The names of the Employee Partnerships are EPD PubCo Unit I L.P. (“PubCo I”), EPD PubCo Unit II L.P. (“PubCo II”), EPD PubCo Unit III L.P. (“PubCo III”) and EPD PrivCo Unit I L.P. (“PrivCo I”). The Employee Partnerships are discussed later in this note.
Phantom Unit Awards
Phantom unit awards allow recipients to acquire our common units (at no cost to the recipient apart from fulfilling service and other conditions) once a defined vesting period expires, subject to customary forfeiture provisions. Phantom unit awards generally vest at a rate of 25% per year beginning one year after the grant date and are non-vested until the required service periods expire.
At September 30, 2016, substantially all of our phantom unit awards are expected to result in the issuance of common units upon vesting; therefore, the applicable awards are accounted for as equity-classified awards. The grant date fair value of a phantom unit award is based on the market price per unit of our common units on the date of grant. Compensation expense is recognized based on the grant date fair value, net of an allowance for estimated forfeitures, over the requisite service or vesting period.
The following table presents phantom unit award activity for the period indicated:
|
|
Number of
Units
|
|
|
Weighted-
Average Grant
Date Fair Value
per Unit
(1)
|
|
Phantom unit awards at December 31, 2015
|
|
|
5,426,949
|
|
|
$
|
33.63
|
|
Granted (2)
|
|
|
4,486,910
|
|
|
$
|
21.88
|
|
Vested
|
|
|
(1,728,388
|
)
|
|
$
|
33.13
|
|
Forfeited
|
|
|
(364,506
|
)
|
|
$
|
28.71
|
|
Phantom unit awards at September 30, 2016
|
|
|
7,820,965
|
|
|
$
|
27.23
|
|
|
|
(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 2016 was $98.2 million based on grant date market prices of our common units ranging from $21.86 per unit to $27.39 per unit. An estimated annual forfeiture rate of 3.9% was applied to these awards.
|
|
Our long-term incentive plans provide for the issuance of distribution equivalent rights (“DERs”) in connection with phantom unit awards. A DER entitles the participant to nonforfeitable cash payments equal to the product of the number of phantom unit awards outstanding for the participant and the cash distribution per common unit paid to our common unitholders. Cash payments made in connection with DERs are charged to partners’ equity when the phantom unit award is expected to result in the issuance of common units; otherwise, such amounts are expensed.
The following table presents supplemental information regarding phantom unit awards for the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Cash payments made in connection with DERs
|
|
$
|
3.2
|
|
|
$
|
2.2
|
|
|
$
|
8.5
|
|
|
$
|
5.6
|
|
Total intrinsic value of phantom unit awards that vested during period
|
|
|
3.0
|
|
|
|
2.3
|
|
|
|
40.1
|
|
|
|
31.0
|
|
For the EPCO group of companies, the unrecognized compensation cost associated with phantom unit awards was $99.7 million at September 30, 2016, of which our share of the cost is currently estimated to be $89.9 million. Due to the graded vesting provisions of these awards, we expect to recognize our share of the unrecognized compensation cost for these awards over a weighted-average period of 2.0 years.
Restricted Common Unit Awards
Restricted common unit awards allow recipients to acquire our common units (at no cost to the recipient apart from fulfilling service and other conditions) once a defined vesting period expires, subject to customary forfeiture provisions. Restricted common unit awards generally vest at a rate of 25% per year beginning one year after the grant date and are non-vested until the required service periods expire. Restricted common units are included in the number of common units outstanding as presented on our Unaudited Condensed Consolidated Balance Sheets.
The fair value of a restricted common unit award is based on the market price per unit of our common units on the date of grant. Compensation expense is recognized based on the grant date fair value, net of an allowance for estimated forfeitures, over the requisite service or vesting period.
The following table presents restricted common unit award activity for the period indicated:
|
|
Number of
Units
|
|
|
Weighted-
Average Grant
Date Fair Value
per Unit
(1)
|
|
Restricted common units at December 31, 2015
|
|
|
1,960,520
|
|
|
$
|
27.88
|
|
Vested
|
|
|
(1,214,178
|
)
|
|
$
|
27.45
|
|
Forfeited
|
|
|
(41,774
|
)
|
|
$
|
28.46
|
|
Restricted common units at September 30, 2016
|
|
|
704,568
|
|
|
$
|
28.58
|
|
|
|
(1)
Determined by dividing the aggregate grant date fair value of awards (before an allowance for forfeitures) by the number of awards issued.
|
|
Each recipient of a restricted common unit award is entitled to nonforfeitable cash distributions equal to the product of the number of restricted common units outstanding for the participant and the cash distribution per unit paid to our common unitholders. These distributions are included in “Cash distributions paid to limited partners” as presented on our Unaudited Condensed Statements of Consolidated Cash Flows.
The following table presents supplemental information regarding restricted common unit awards for the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Cash distributions paid to restricted common unitholders
|
|
$
|
0.3
|
|
|
$
|
0.8
|
|
|
$
|
1.4
|
|
|
$
|
3.2
|
|
Total intrinsic value of restricted common unit awards that vested during period
|
|
|
0.7
|
|
|
|
1.5
|
|
|
|
28.0
|
|
|
|
66.9
|
|
For the EPCO group of companies, the unrecognized compensation cost associated with restricted common unit awards was an aggregate $1.9 million at September 30, 2016, of which our share of the cost is currently estimated to be $1.4 million. We expect to recognize our share of the unrecognized compensation cost for these awards by the end of 2017.
Unit Option Awards
EPCO’s long-term incentive plans provide for the issuance of non-qualified incentive options denominated in our common units. All of our unit option awards had been exercised as of December 31, 2015 and no new unit option awards were granted during the nine months ended September 30, 2016.
In order to fund its unit option award-related obligations, EPCO purchased our common units at fair value directly from us. When employees exercise unit option awards, we reimburse EPCO for the cash difference between the strike price paid by the employee and the actual purchase price paid by EPCO for the units issued to the employee.
The following table presents supplemental information regarding unit option awards during the periods indicated:
|
|
For the Three
Months Ended
September 30,
2015
|
|
|
For the Nine
Months Ended September 30,
2015
|
|
Total intrinsic value of unit option awards exercised during period
|
|
$
|
0.2
|
|
|
$
|
19.8
|
|
Cash received from EPCO in connection with the exercise of unit option awards
|
|
|
0.2
|
|
|
|
11.5
|
|
Unit option award-related cash reimbursements to EPCO
|
|
|
0.2
|
|
|
|
19.8
|
|
Profits Interest Awards
On February 22, 2016, EPCO Holdings Inc. (“EPCO Holdings”), a privately held affiliate of EPCO, contributed the following Enterprise common units it owned to the Employee Partnerships: (i) 2,723,052 units to PubCo I, (ii) 2,834,198 units to PubCo II and (iii) 1,111,438 units to PrivCo I. On April 6, 2016, EPCO Holdings contributed 105,000 Enterprise common units it owned to PubCo III. In exchange for these contributions, EPCO Holdings was admitted as the Class A limited partner of each Employee Partnership. Also on the applicable contribution date, certain key EPCO employees were issued Class B limited partner interests (i.e., profits interest awards) and admitted as Class B limited partners of each Employee Partnership, all without any capital contribution by such employees. EPCO serves as the general partner of each Employee Partnership.
In general, the Class A limited partner earns a preferred return (the “Class A Preference Return,” as described below) on its investment (or “Capital Base”) in each Employee Partnership, with any residual cash amounts being paid to the Class B limited partners of such Employee Partnership on a quarterly basis. Upon liquidation of an Employee Partnership, assets having a then current fair market value equal to the Class A limited partner’s Capital Base in such Employee Partnership, plus any preferred return for the period in which liquidation occurs, will be distributed to the Class A limited partner. Any remaining assets of such Employee Partnership will be distributed to the Class B limited partners of such Employee Partnership as a residual profits interest, which represents the appreciation in value of the Employee Partnership’s assets since the date of EPCO Holdings’ contribution to it, as described above.
Unless otherwise agreed to by EPCO and a majority in interest of the limited partners of each Employee Partnership, such Employee Partnership will terminate at the earliest to occur of (i) 30 days following its vesting date, (ii) a change of control or (iii) a dissolution of the Employee Partnership. The Class B limited partner interests in each Employee Partnership vest as follows: PubCo I, four years from February 22, 2016; PubCo II and PrivCo I, five years from February 22, 2016; and PubCo III, four years from April 6, 2016.
Individually, each Class B limited partner interest is subject to forfeiture if the participating employee’s employment with EPCO is terminated prior to vesting, with customary exceptions for death, disability and certain retirements. The risk of forfeiture will also lapse upon certain change of control events. Forfeited individual Class B limited partner interests are allocated to the remaining Class B limited partners.
The following table summarizes key elements of each Employee Partnership:
Employee
Partnership
|
Enterprise
Common Units
owned by
Employee
Partnership
|
Class A
Capital
Base
(1)
|
|
Class A
Partner
Preferred
Return
Rate
(2)
|
|
Expected
Liquidation
Date
|
Estimated
Grant Date
Fair Value of
Profits Interest
Awards
(3)
|
Unrecognized
Compensation
Cost
(4)
|
|
|
|
|
|
|
|
|
|
PubCo I
|
2,723,052 units
|
$63.5 million
|
|
6.6638%
|
|
Feb. 2020
|
$13.2 million
|
$11.2 million
|
|
|
|
|
|
|
|
|
|
|
PubCo II
|
2,834,198 units
|
$66.1 million
|
|
6.6638%
|
|
Feb. 2021
|
$14.8 million
|
$12.9 million
|
|
|
|
|
|
|
|
|
|
|
PubCo III
|
105,000 units
|
$2.5 million
|
|
6.5381%
|
|
Apr. 2020
|
$0.5 million
|
$0.5 million
|
|
|
|
|
|
|
|
|
|
|
PrivCo I
|
1,111,438 units
|
$25.9 million
|
|
6.6638%
|
|
Feb. 2021
|
$5.8 million
|
$1.1 million
|
|
(1)
Represents fair market value of the Enterprise common units contributed to each Employee Partnership at the applicable contribution date.
(2)
For each period and Employee Partnership, the Class A Preference Return amount equals the Class A Capital Base, after adjusting for certain retained cash distributions and other amounts as defined in the underlying agreements, multiplied by the applicable Class A Partner Preferred Return Rate divided by 365 or 366 days, as the case may be during such calendar year, multiplied by the number of days in the applicable period.
(3)
Represents the total grant date fair value of the profits interest awards irrespective of how such costs will be allocated between us and EPCO and its privately held affiliates.
(4)
Represents our expected share of the unrecognized compensation cost at September 30, 2016. We expect to recognize our share of the unrecognized compensation cost for PubCo I, PubCo II, PubCo III and PrivCo I over a weighted-average period of 3.4 years, 4.4 years, 3.5 years and 4.4 years, respectively.
|
The grant date fair value of each Employee Partnership is based on (i) the estimated value (as determined using a Black-Scholes option pricing model) of such Employee Partnership’s assets that would be distributed to the Class B limited partners thereof upon liquidation and (ii) the value, based on a discounted cash flow analysis, of the residual quarterly cash amounts that such Class B limited partners are expected to receive over the life of the Employee Partnership.
The following table summarizes the assumptions we used in applying a Black-Scholes option pricing model to derive that portion of the estimated grant date fair value of the profits interest awards for each Employee Partnership:
|
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 1.1%
|
6.2% to 6.7%
|
29% to 40%
|
PubCo II
|
5.0 years
|
1.1% to 1.3%
|
6.2% to 6.7%
|
27% to 40%
|
PubCo III
|
4.0 years
|
0.9% to 1.0%
|
6.2%
|
29% to 40%
|
PrivCo I
|
5.0 years
|
1.1% to 1.3%
|
6.2% to 6.7%
|
27% to 40%
|
Compensation expense attributable to the profits interest awards is based on the estimated grant date fair value of each award. A portion of the fair value of these equity-based awards is allocated to us under the ASA as a non-cash expense. We are not responsible for reimbursing EPCO for any expenses of the Employee Partnerships, including the value of any contributions of units made by EPCO Holdings.
Note 12. Derivative Instruments, Hedging Activities and Fair Value Measurements
In the normal course of our business operations, we are exposed to certain risks, including changes in interest rates and commodity prices. In order to manage risks associated with assets, liabilities and certain anticipated future transactions, we use derivative instruments such as futures, forward contracts, swaps and other instruments with similar characteristics. Substantially all of our derivatives are used for non-trading activities.
Interest Rate Hedging Activities
We may utilize interest rate swaps, forward starting swaps and similar derivative instruments to manage our exposure to changes in interest rates charged on borrowings under certain consolidated debt agreements. This strategy may be used in controlling our overall cost of capital associated with such borrowings.
The following table summarizes our portfolio of interest rate swaps at September 30, 2016:
Hedged Transaction
|
Number and Type
of Derivatives
Outstanding
|
|
Notional
Amount
|
|
Period of
Hedge
|
Rate
Swap
|
Accounting
Treatment
|
Senior Notes OO
|
10 fixed-to-floating swaps
|
|
$
|
750.0
|
|
5/2015 to 5/2018
|
1.65% to 1.27%
|
Fair value hedge
|
As a result of lower market interest rates in June and July 2016, we entered into eight 30-year forward-starting swaps associated with anticipated future issuances of debt. At September 30, 2016, our portfolio of forward starting swaps was as follows:
Hedged Transaction
|
Number and Type
of Derivatives
Outstanding
|
|
Notional
Amount
|
|
Expected
Settlement
Date
|
Average Rate
Locked
|
Accounting
Treatment
|
Future long-term debt offering
|
4 forward starting swaps
|
|
$
|
250.0
|
|
9/2017
|
1.91%
|
Cash flow hedge
|
Future long-term debt offering
|
4 forward starting swaps
|
|
$
|
275.0
|
|
5/2018
|
2.02%
|
Cash flow hedge
|
As a result of market conditions in October 2016, we elected to terminate the forward starting swaps that were scheduled to settle in September 2017, which resulted in cash gains totaling $6.1 million. As cash flow hedges, gains on these derivative instruments will be reflected as a component of accumulated other comprehensive income and be amortized to earnings (as a decrease in interest expense) over the life of the associated future debt obligations beginning in September 2017.
Commodity Hedging Activities
The prices of natural gas, NGLs, crude oil, petrochemicals and refined products are subject to fluctuations in response to changes in supply and demand, market conditions and a variety of additional factors that are beyond our control. In order to manage such price risks, we enter into commodity derivative instruments such as physical forward contracts, futures contracts, fixed-for-float swaps and basis swaps. The following table summarizes our portfolio of commodity derivative instruments outstanding at September 30, 2016 (volume measures as noted):
|
Volume (1)
|
Accounting
|
Derivative Purpose
|
Current
(2)
|
Long-Term
(2)
|
Treatment
|
Derivatives designated as hedging instruments:
|
|
|
|
Natural gas processing:
|
|
|
|
Forecasted natural gas purchases for plant thermal reduction (Bcf)
|
24.4
|
3.3
|
Cash flow hedge
|
Forecasted sales of NGLs (MMBbls)
|
12.1
|
3.5
|
Cash flow hedge
|
Octane enhancement:
|
|
|
|
Forecasted purchase of NGLs (MMBbls)
|
1.3
|
n/a
|
Cash flow hedge
|
Forecasted sales of octane enhancement products (MMBbls)
|
1.4
|
n/a
|
Cash flow hedge
|
Natural gas marketing:
|
|
|
|
Forecasted purchases of natural gas for fuel (Bcf)
|
3.3
|
0.5
|
Cash flow hedge
|
Natural gas storage inventory management activities (Bcf)
|
8.2
|
n/a
|
Fair value hedge
|
NGL marketing:
|
|
|
|
Forecasted purchases of NGLs and related hydrocarbon products (MMBbls)
|
78.2
|
2.3
|
Cash flow hedge
|
Forecasted sales of NGLs and related hydrocarbon products (MMBbls)
|
99.0
|
7.0
|
Cash flow hedge
|
Refined products marketing:
|
|
|
|
Forecasted purchases of refined products (MMBbls)
|
0.3
|
n/a
|
Cash flow hedge
|
Forecasted sales of refined products (MMBbls)
|
0.4
|
n/a
|
Cash flow hedge
|
Refined products inventory management activities (MMBbls)
|
2.1
|
n/a
|
Fair value hedge
|
Crude oil marketing:
|
|
|
|
Forecasted purchases of crude oil (MMBbls)
|
7.4
|
n/a
|
Cash flow hedge
|
Forecasted sales of crude oil (MMBbls)
|
11.5
|
n/a
|
Cash flow hedge
|
Crude oil inventory management activities (MMBbls)
|
0.2
|
n/a
|
Fair value hedge
|
Derivatives not designated as hedging instruments:
|
|
|
|
Natural gas risk management activities (Bcf) (3,4)
|
98.2
|
20.9
|
Mark-to-market
|
NGL risk management activities (MMBbls) (4)
|
7.2
|
n/a
|
Mark-to-market
|
Crude oil risk management activities (MMBbls) (4)
|
28.5
|
0.9
|
Mark-to-market
|
|
(1)
Volume for derivatives designated as hedging instruments reflects the total amount of volumes hedged whereas volume for derivatives not designated as hedging instruments reflects the absolute value of derivative notional volumes.
(2)
The maximum term for derivatives designated as cash flow hedges, derivatives designated as fair value hedges and derivatives not designated as hedging instruments is December 2017, June 2017 and March 2020, respectively.
(3)
Current and long-term volumes include 25.4 Bcf and 1.8 Bcf, respectively, of physical derivative instruments that are predominantly priced at a marked-based index plus a premium or minus a discount related to location differences.
(4)
Reflects the use of derivative instruments to manage risks associated with transportation, processing and storage assets.
|
At September 30, 2016, our predominant commodity hedging strategies consisted of (i) hedging anticipated future purchases and sales of commodity products associated with transportation, storage and blending activities, (ii) hedging natural gas processing margins and (iii) hedging the fair value of commodity products held in inventory.
|
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 sales contracts 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 plant thermal reduction, which is hedged using derivative instruments and related contracts.
|
|
The objective of our inventory hedging program is to hedge the fair value of commodity products currently held in inventory by locking in the sales price of the inventory through the use of derivative instruments and related contracts.
|
Tabular Presentation of Fair Value Amounts, and Gains and Losses on
Derivative Instruments and Related Hedged Items
The following table provides a balance sheet overview of our derivative assets and liabilities at the dates indicated:
|
|
Asset Derivatives
|
|
Liability Derivatives
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
|
September 30, 2016
|
|
December 31, 2015
|
|
|
|
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
|
|
$
|
3.0
|
|
Current assets
|
|
$
|
3.2
|
|
Current
liabilities
|
|
$
|
--
|
|
Current
liabilities
|
|
$
|
--
|
|
Interest rate derivatives
|
|
Other assets
|
|
|
0.5
|
|
Other assets
|
|
|
--
|
|
Other liabilities
|
|
|
16.3
|
|
Other liabilities
|
|
|
3.7
|
|
Total interest rate derivatives
|
|
|
|
|
3.5
|
|
|
|
|
3.2
|
|
|
|
|
16.3
|
|
|
|
|
3.7
|
|
Commodity derivatives
|
|
Current assets
|
|
|
202.6
|
|
Current assets
|
|
|
253.8
|
|
Current
liabilities
|
|
|
407.1
|
|
Current
liabilities
|
|
|
137.5
|
|
Commodity derivatives
|
|
Other assets
|
|
|
5.7
|
|
Other assets
|
|
|
0.2
|
|
Other liabilities
|
|
|
6.0
|
|
Other liabilities
|
|
|
1.4
|
|
Total commodity derivatives
|
|
|
|
|
208.3
|
|
|
|
|
254.0
|
|
|
|
|
413.1
|
|
|
|
|
138.9
|
|
Total derivatives designated as hedging instruments
|
|
|
|
$
|
211.8
|
|
|
|
$
|
257.2
|
|
|
|
$
|
429.4
|
|
|
|
$
|
142.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments
|
|
Commodity derivatives
|
|
Current assets
|
|
$
|
35.8
|
|
Current assets
|
|
$
|
1.6
|
|
Current
liabilities
|
|
$
|
57.1
|
|
Current
liabilities
|
|
$
|
3.1
|
|
Commodity derivatives
|
|
Other assets
|
|
|
1.6
|
|
Other assets
|
|
|
--
|
|
Other liabilities
|
|
|
5.2
|
|
Other liabilities
|
|
|
1.0
|
|
Total commodity derivatives
|
|
|
|
$
|
37.4
|
|
|
|
$
|
1.6
|
|
|
|
$
|
62.3
|
|
|
|
$
|
4.1
|
|
Certain of our commodity derivative instruments are subject to master netting arrangements or similar agreements. The following tables present our derivative instruments subject to such arrangements at the dates indicated:
|
Offsetting of Financial Assets and Derivative Assets
|
|
|
Gross
Amounts of
Recognized
Assets
|
|
Gross
Amounts
Offset in the
Balance Sheet
|
|
Amounts
of Assets
Presented
in the
Balance Sheet
|
|
Gross Amounts Not Offset
in the Balance Sheet
|
|
Amounts That
Would Have
Been Presented
On Net Basis
|
|
Financial
Instruments
|
|
|
Cash
Collateral
Received
|
|
|
Cash
Collateral
Paid
|
|
|
(i)
|
|
(ii)
|
|
(iii) = (i) – (ii)
|
|
(iv)
|
|
(v) = (iii) + (iv)
|
|
As of September 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives
|
|
$
|
3.5
|
|
|
$
|
--
|
|
|
$
|
3.5
|
|
|
$
|
(2.1
|
)
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
1.4
|
|
Commodity derivatives
|
|
|
245.7
|
|
|
|
--
|
|
|
|
245.7
|
|
|
|
(244.1
|
)
|
|
|
--
|
|
|
|
8.9
|
|
|
|
10.5
|
|
As of December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives
|
|
$
|
3.2
|
|
|
$
|
--
|
|
|
$
|
3.2
|
|
|
$
|
(3.2
|
)
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
Commodity derivatives
|
|
|
255.6
|
|
|
|
--
|
|
|
|
255.6
|
|
|
|
(143.0
|
)
|
|
|
(72.2
|
)
|
|
|
(40.1
|
)
|
|
|
0.3
|
|
|
Offsetting of Financial Liabilities and Derivative Liabilities
|
|
|
Gross
Amounts of
Recognized
Liabilities
|
|
Gross
Amounts
Offset in the
Balance Sheet
|
|
Amounts
of Liabilities
Presented
in the
Balance Sheet
|
|
Gross Amounts Not Offset
in the Balance Sheet
|
|
Amounts That
Would Have
Been Presented
On Net Basis
|
|
Financial
Instruments
|
|
|
Cash
Collateral
Paid
|
|
|
(i)
|
|
(ii)
|
|
(iii) = (i) – (ii)
|
|
(iv)
|
|
(v) = (iii) + (iv)
|
|
As of September 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives
|
|
$
|
16.3
|
|
|
$
|
--
|
|
|
$
|
16.3
|
|
|
$
|
(2.1
|
)
|
|
$
|
--
|
|
|
$
|
14.2
|
|
Commodity derivatives
|
|
|
475.4
|
|
|
|
--
|
|
|
|
475.4
|
|
|
|
(244.1
|
)
|
|
|
(231.3
|
)
|
|
|
--
|
|
As of December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives
|
|
$
|
3.7
|
|
|
$
|
--
|
|
|
$
|
3.7
|
|
|
$
|
(3.2
|
)
|
|
$
|
--
|
|
|
$
|
0.5
|
|
Commodity derivatives
|
|
|
143.0
|
|
|
|
--
|
|
|
|
143.0
|
|
|
|
(143.0
|
)
|
|
|
--
|
|
|
|
--
|
|
Derivative assets and liabilities recorded on our Unaudited Condensed Consolidated Balance Sheets are presented on a gross-basis and determined at the individual transaction level. The tabular presentation above provides a means for comparing the gross amount of derivative assets and liabilities, excluding associated accounts payable and receivable, to the net amount that would likely be receivable or payable under a default scenario based on the existence of rights of offset in the respective derivative agreements. Any cash collateral paid or received is reflected in these tables, but only to the extent that it represents variation margins. Any amounts associated with derivative prepayments or initial margins that are not influenced by the derivative asset or liability amounts or those that are determined solely on their volumetric notional amounts are excluded from these tables.
The following tables present the effect of our derivative instruments designated as fair value hedges on our Unaudited Condensed Statements of Consolidated Operations for the periods indicated:
Derivatives in Fair Value
Hedging Relationships
|
Location
|
|
Gain (Loss) Recognized in
Income on Derivative
|
|
|
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Interest rate derivatives
|
Interest expense
|
|
$
|
(3.8
|
)
|
|
$
|
5.9
|
|
|
$
|
3.5
|
|
|
$
|
5.1
|
|
Commodity derivatives
|
Revenue
|
|
|
(0.4
|
)
|
|
|
3.6
|
|
|
|
(82.4
|
)
|
|
|
4.0
|
|
Total
|
|
|
$
|
(4.2
|
)
|
|
$
|
9.5
|
|
|
$
|
(78.9
|
)
|
|
$
|
9.1
|
|
Derivatives in Fair Value
Hedging Relationships
|
Location
|
|
Gain (Loss) Recognized in
Income on Hedged Item
|
|
|
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Interest rate derivatives
|
Interest expense
|
|
$
|
3.8
|
|
|
$
|
(5.7
|
)
|
|
$
|
(3.7
|
)
|
|
$
|
(5.2
|
)
|
Commodity derivatives
|
Revenue
|
|
|
2.1
|
|
|
|
(2.5
|
)
|
|
|
110.9
|
|
|
|
7.4
|
|
Total
|
|
|
$
|
5.9
|
|
|
$
|
(8.2
|
)
|
|
$
|
107.2
|
|
|
$
|
2.2
|
|
For the nine months ended September 30, 2016, the net gain of $28.5 million recognized in income from our commodity derivatives designated as fair value hedges includes $0.8 million of net gains attributable to hedge ineffectiveness. The remaining $27.7 million of net gain recognized during the nine months ended September 30, 2016 was primarily related to prompt-to-forward month price differentials that were excluded from the assessment of hedge effectiveness. Net gains or losses due to ineffectiveness and from those amounts excluded from the assessment of hedge effectiveness were immaterial for all other periods presented.
The following tables present the effect of our derivative instruments designated as cash flow hedges on our Unaudited Condensed Statements of Consolidated Operations and Unaudited Condensed Statements of Consolidated Comprehensive Income for the periods indicated:
Derivatives in Cash Flow
Hedging Relationships
|
|
Change in Value Recognized in
Other Comprehensive Income (Loss)
on Derivative (Effective Portion)
|
|
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Interest rate derivatives
|
|
$
|
(6.9
|
)
|
|
$
|
--
|
|
|
$
|
(16.3
|
)
|
|
$
|
--
|
|
Commodity derivatives – Revenue (1)
|
|
|
23.8
|
|
|
|
87.4
|
|
|
|
(53.4
|
)
|
|
|
113.9
|
|
Commodity derivatives – Operating costs and expenses (1)
|
|
|
(1.1
|
)
|
|
|
(1.6
|
)
|
|
|
1.2
|
|
|
|
(1.6
|
)
|
Total
|
|
$
|
15.8
|
|
|
$
|
85.8
|
|
|
$
|
(68.5
|
)
|
|
$
|
112.3
|
|
|
|
(1)
The fair value of these derivative instruments will be reclassified to their respective locations on the Unaudited Condensed Statement of Consolidated Operations upon settlement of the underlying derivative transactions, as appropriate.
|
|
Derivatives in Cash Flow
Hedging Relationships
|
Location
|
|
Gain (Loss) Reclassified from
Accumulated Other Comprehensive Income (Loss)
to Income (Effective Portion)
|
|
|
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Interest rate derivatives
|
Interest expense
|
|
$
|
(9.4
|
)
|
|
$
|
(8.9
|
)
|
|
$
|
(27.8
|
)
|
|
$
|
(26.3
|
)
|
Commodity derivatives
|
Revenue
|
|
|
23.0
|
|
|
|
46.8
|
|
|
|
47.6
|
|
|
|
128.6
|
|
Commodity derivatives
|
Operating costs and expenses
|
|
|
3.9
|
|
|
|
--
|
|
|
|
1.1
|
|
|
|
(0.5
|
)
|
Total
|
|
|
$
|
17.5
|
|
|
$
|
37.9
|
|
|
$
|
20.9
|
|
|
$
|
101.8
|
|
Derivatives in Cash Flow
Hedging Relationships
|
Location
|
|
Gain (Loss) Recognized in Income
on Derivative (Ineffective Portion)
|
|
|
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Commodity derivatives
|
Revenue
|
|
$
|
--
|
|
|
$
|
(3.5
|
)
|
|
$
|
--
|
|
|
$
|
(3.1
|
)
|
Commodity derivatives
|
Operating costs and expenses
|
|
|
(0.3
|
)
|
|
|
--
|
|
|
|
(0.3
|
)
|
|
|
--
|
|
Total
|
|
|
$
|
(0.3
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(3.1
|
)
|
Over the next twelve months, we expect to reclassify $39.5 million of losses attributable to interest rate derivative instruments from accumulated other comprehensive loss to earnings as an increase in interest expense. Likewise, we expect to reclassify $43.6 million of net losses attributable to commodity derivative instruments from accumulated other comprehensive income to earnings, $44.0 million as a decrease in revenue and $0.4 million as a decrease in operating costs and expenses.
The following table presents the effect of our derivative instruments not designated as hedging instruments on our Unaudited Condensed Statements of Consolidated Operations for the periods indicated:
Derivatives Not Designated
as Hedging Instruments
|
Location
|
|
Gain (Loss) Recognized in
Income on Derivative
|
|
|
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Commodity derivatives
|
Revenue
|
|
$
|
18.3
|
|
|
$
|
--
|
|
|
$
|
(28.3
|
)
|
|
$
|
3.9
|
|
Commodity derivatives
|
Operating costs and expenses
|
|
|
--
|
|
|
|
(0.3
|
)
|
|
|
--
|
|
|
|
--
|
|
Total
|
|
|
$
|
18.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
(28.3
|
)
|
|
$
|
3.9
|
|
The following tables set forth, by level within the Level 1, 2 and 3 fair value hierarchy, the carrying values of our financial assets and liabilities at the dates indicated. These assets and liabilities are measured on a recurring basis and are classified based on the lowest level of input used to estimate their fair value. Our assessment of the relative significance of such inputs requires judgment.
|
|
September 30, 2016
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives
|
|
$
|
--
|
|
|
$
|
3.5
|
|
|
$
|
--
|
|
|
$
|
3.5
|
|
Commodity derivatives
|
|
|
82.2
|
|
|
|
149.1
|
|
|
|
14.4
|
|
|
|
245.7
|
|
Total
|
|
$
|
82.2
|
|
|
$
|
152.6
|
|
|
$
|
14.4
|
|
|
$
|
249.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity Option Agreement
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
273.1
|
|
|
$
|
273.1
|
|
Interest rate derivatives
|
|
|
--
|
|
|
|
16.3
|
|
|
|
--
|
|
|
|
16.3
|
|
Commodity derivatives
|
|
|
202.8
|
|
|
|
256.6
|
|
|
|
16.0
|
|
|
|
475.4
|
|
Total
|
|
$
|
202.8
|
|
|
$
|
272.9
|
|
|
$
|
289.1
|
|
|
$
|
764.8
|
|
|
|
December 31, 2015
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate derivatives
|
|
$
|
--
|
|
|
$
|
3.2
|
|
|
$
|
--
|
|
|
$
|
3.2
|
|
Commodity derivatives
|
|
|
109.5
|
|
|
|
145.2
|
|
|
|
0.9
|
|
|
|
255.6
|
|
Total
|
|
$
|
109.5
|
|
|
$
|
148.4
|
|
|
$
|
0.9
|
|
|
$
|
258.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity Option Agreement
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
245.1
|
|
|
$
|
245.1
|
|
Interest rate derivatives
|
|
|
--
|
|
|
|
3.7
|
|
|
|
--
|
|
|
|
3.7
|
|
Commodity derivatives
|
|
|
31.3
|
|
|
|
109.2
|
|
|
|
2.5
|
|
|
|
143.0
|
|
Total
|
|
$
|
31.3
|
|
|
$
|
112.9
|
|
|
$
|
247.6
|
|
|
$
|
391.8
|
|
The following table sets forth a reconciliation of changes in the fair values of our recurring Level 3 financial assets and liabilities on a combined basis for the periods indicated:
|
|
|
For the Nine Months
Ended September 30,
|
|
|
Location
|
|
2016
|
|
|
2015
|
|
Financial asset (liability) balance, net, January 1
|
|
|
$
|
(246.7
|
)
|
|
$
|
(219.3
|
)
|
Total gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
Net income (1)
|
Revenue
|
|
|
0.7
|
|
|
|
(0.4
|
)
|
Net income
|
Other expense, net
|
|
|
2.2
|
|
|
|
--
|
|
Other comprehensive income
|
Commodity derivative instruments – changes in fair value of cash flow hedges
|
|
|
1.5
|
|
|
|
(1.5
|
)
|
Settlements
|
Revenue
|
|
|
(0.1
|
)
|
|
|
(0.5
|
)
|
Transfers out of Level 3
|
|
|
|
0.1
|
|
|
|
0.1
|
|
Financial asset (liability) balance, net, March 31
|
|
|
|
(242.3
|
)
|
|
|
(221.6
|
)
|
Total gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
Net income (1)
|
Revenue
|
|
|
--
|
|
|
|
(0.4
|
)
|
Net income
|
Other expense, net
|
|
|
(23.3
|
)
|
|
|
(11.5
|
)
|
Other comprehensive income
|
Commodity derivative instruments – changes in fair value of cash flow hedges
|
|
|
2.0
|
|
|
|
(1.0
|
)
|
Settlements
|
Revenue
|
|
|
(0.1
|
)
|
|
|
0.2
|
|
Transfers out of Level 3
|
|
|
|
--
|
|
|
|
1.5
|
|
Financial asset (liability) balance, net, June 30
|
|
|
|
(263.7
|
)
|
|
|
(232.8
|
)
|
Total gains (losses) included in:
|
|
|
|
|
|
|
|
|
|
Net income (1)
|
Revenue
|
|
|
0.2
|
|
|
|
(0.3
|
)
|
Net income
|
Other expense, net
|
|
|
(6.9
|
)
|
|
|
(4.3
|
)
|
Other comprehensive income
|
Commodity derivative instruments – changes in fair value of cash flow hedges
|
|
|
(4.1
|
)
|
|
|
(15.5
|
)
|
Settlements
|
Revenue
|
|
|
(0.2
|
)
|
|
|
0.3
|
|
Transfers out of Level 3
|
|
|
|
--
|
|
|
|
1.1
|
|
Financial asset (liability) balance, net, September 30
|
|
|
$
|
(274.7
|
)
|
|
$
|
(251.5
|
)
|
|
|
(1) There were $0.5 million of unrealized gains included in these amounts for the nine months ended September 30, 2016. There were unrealized losses of $1.1 million included in these amounts for the nine months ended September 30, 2015.
|
|
The following
table provides quantitative information regarding our recurring Level 3 fair value measurements for commodity derivatives at September 30, 2016:
|
|
Fair Value
|
|
|
|
|
|
|
Financial
Assets
|
|
|
Financial
Liabilities
|
|
Valuation
Techniques
|
Unobservable
Input
|
Range
|
Commodity derivatives – Crude oil
|
|
$
|
1.4
|
|
|
$
|
1.3
|
|
Discounted cash flow
|
Forward commodity prices
|
$45.44-$48.89/barrel
|
Commodity derivatives – Propane
|
|
|
5.8
|
|
|
|
6.5
|
|
Discounted cash flow
|
Forward commodity prices
|
$0.49-$0.57/gallon
|
Commodity derivatives – Natural gasoline
|
|
|
2.2
|
|
|
|
2.1
|
|
Discounted cash flow
|
Forward commodity prices
|
$1.06-$1.11/gallon
|
Commodity derivatives – Ethane
|
|
|
3.4
|
|
|
|
2.6
|
|
Discounted cash flow
|
Forward commodity prices
|
$0.23-$0.29/gallon
|
Commodity derivatives – Normal butane
|
|
|
1.6
|
|
|
|
3.5
|
|
Discounted cash flow
|
Forward commodity prices
|
$0.62-$0.73/gallon
|
Total
|
|
$
|
14.4
|
|
|
$
|
16.0
|
|
|
|
|
With respect to commodity derivatives, we believe forward commodity prices are the most significant unobservable inputs in determining our Level 3 recurring fair value measurements at September 30, 2016. In general, changes in the price of the underlying commodity increases or decreases the fair value of a commodity derivative depending on whether the derivative was purchased or sold. We generally expect changes in the fair value of our derivative instruments to be offset by corresponding changes in the fair value of our hedged exposures.
Nonrecurring Fair Value Measurements
Long-lived assets (including intangible assets with finite useful lives and property, plant and equipment) are reviewed for impairment (i.e., subject to nonrecurring fair value measurements) when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Long-lived assets with carrying values that are not expected to be recovered through future cash flows are written-down to their estimated fair values. The following table summarizes our non-cash impairment charges by segment during each of the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
NGL Pipelines & Services
|
|
$
|
3.8
|
|
|
$
|
14.6
|
|
|
$
|
6.4
|
|
|
$
|
20.6
|
|
Crude Oil Pipelines & Services
|
|
|
--
|
|
|
|
--
|
|
|
|
0.9
|
|
|
|
25.9
|
|
Natural Gas Pipelines & Services
|
|
|
2.0
|
|
|
|
--
|
|
|
|
11.7
|
|
|
|
21.5
|
|
Petrochemical & Refined Products Services
|
|
|
1.0
|
|
|
|
12.2
|
|
|
|
3.0
|
|
|
|
12.6
|
|
Offshore Pipelines & Services
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
58.5
|
|
Total
|
|
$
|
6.8
|
|
|
$
|
26.8
|
|
|
$
|
22.0
|
|
|
$
|
139.1
|
|
Impairment charges are primarily a component of “Operating costs and expenses” on our Unaudited Condensed Statements of Consolidated Operations.
Our non-cash impairment charges for the nine months ended September 30, 2016 include $1.2 million related to other current assets, primarily spare parts and materials. The following table presents categories of long-lived assets, primarily property, plant and equipment, that were subject to non-recurring fair value measurements during the nine months ended September 30, 2016:
|
|
|
|
|
Fair Value Measurements
at the End of the Reporting Period Using
|
|
|
|
|
|
|
Carrying
Value at
September 30,
2016
|
|
|
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
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
11.3
|
|
Long-lived assets held for sale
|
|
|
1.5
|
|
|
|
--
|
|
|
|
1.5
|
|
|
|
--
|
|
|
|
9.5
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
20.8
|
|
The following table presents categories of long-lived assets that were subject to non-recurring fair value measurements during the nine months ended September 30, 2015:
|
|
|
|
|
Fair Value Measurements
at the End of the Reporting Period Using
|
|
|
|
|
|
|
Carrying
Value at
September 30,
2015
|
|
|
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
|
|
$
|
0.4
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
0.4
|
|
|
$
|
69.9
|
|
Long-lived assets held for sale
|
|
|
34.2
|
|
|
|
--
|
|
|
|
--
|
|
|
|
34.2
|
|
|
|
14.2
|
|
Long-lived assets disposed of by sale (1)
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
55.0
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
139.1
|
|
|
|
(1)
Primarily represents the impairment charge recorded in connection with the sale of our Offshore Business.
|
|
Other Fair Value Information
The carrying amounts of cash and cash equivalents (including restricted cash balances), accounts receivable, commercial paper notes and accounts payable approximate their fair values based on their short-term nature. The estimated total fair value of our fixed-rate debt obligations was $22.5 billion and $19.51 billion at September 30, 2016 and December 31, 2015, respectively. The aggregate carrying value of these debt obligations was $20.85 billion and $20.87 billion at September 30, 2016 and December 31, 2015, respectively. These values are based on quoted market prices for such debt or debt of similar terms and maturities (Level 2), our credit standing and the credit standing of our counterparties. Changes in market rates of interest affect the fair value of our fixed-rate debt. The amounts reported for fixed-rate debt obligations exclude those amounts hedged using fixed-to-floating interest rate swaps. See “
Interest Rate Hedging Activities
” within this Note 12 for additional information.
The carrying values of our variable-rate long-term debt obligations approximate their fair values since the associated interest rates are market-based. We do not have any long-term investments in debt or equity securities recorded at fair value.
Note 13. Related Party Transactions
The following table summarizes our related party transactions for the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Revenues – related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unconsolidated affiliates
|
|
$
|
15.7
|
|
|
$
|
13.9
|
|
|
$
|
44.5
|
|
|
$
|
27.3
|
|
Costs and expenses – related parties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EPCO and its privately held affiliates
|
|
$
|
242.3
|
|
|
$
|
246.0
|
|
|
$
|
721.0
|
|
|
$
|
703.9
|
|
Unconsolidated affiliates
|
|
|
69.2
|
|
|
|
66.9
|
|
|
|
199.5
|
|
|
|
165.3
|
|
Total
|
|
$
|
311.5
|
|
|
$
|
312.9
|
|
|
$
|
920.5
|
|
|
$
|
869.2
|
|
The following table summarizes our related party accounts receivable and accounts payable balances at the dates indicated:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
Accounts receivable - related parties:
|
|
|
|
|
|
|
Unconsolidated affiliates
|
|
$
|
1.7
|
|
|
$
|
1.2
|
|
|
|
|
|
|
|
|
|
|
Accounts payable - related parties:
|
|
|
|
|
|
|
|
|
EPCO and its privately held affiliates
|
|
$
|
81.9
|
|
|
$
|
75.6
|
|
Unconsolidated affiliates
|
|
|
15.8
|
|
|
|
8.5
|
|
Total
|
|
$
|
97.7
|
|
|
$
|
84.1
|
|
We believe that the terms and provisions of our related party agreements are fair to us; however, such agreements and transactions may not be as favorable to us as we could have obtained from unaffiliated third parties.
Relationship with EPCO and Affiliates
We have an extensive and ongoing relationship with EPCO and its privately held affiliates (including Enterprise GP, our general partner), which are not a part of our consolidated group of companies.
At September 30, 2016, EPCO and its privately held affiliates (including Dan Duncan LLC and certain Duncan family trusts) beneficially owned the following limited partner interests in us:
Total Number
of Units
|
Percentage of
Total Units
Outstanding
|
685,481,428
|
32.6%
|
Of the total number of units held by EPCO and its privately held affiliates, 118,000,000 have been pledged as security under the credit facilities of a privately held affiliate at September 30, 2016. These credit facilities contain customary and other events of default, including defaults by us and other affiliates of EPCO. An event of default, followed by a foreclosure on the pledged collateral, could ultimately result in a change in ownership of these units and affect the market price of our common units.
We and Enterprise GP are both separate legal entities apart from each other and apart from EPCO and its other affiliates, with assets and liabilities that are also separate from those of EPCO and its other affiliates. EPCO and its privately held affiliates depend on the cash distributions they receive from us and other investments to fund their other activities and to meet their debt obligations. During the nine months ended September 30, 2016 and 2015, we paid EPCO and its privately held affiliates cash distributions totaling $793.6 million and $705.9 million, respectively. Distributions paid during 2015 excluded 35,380,000 Designated Units (see Note 8).
In January 2016, privately held affiliates of EPCO purchased 3,830,256 common units from us under our ATM program, generating gross proceeds of $100 million. In February 2016, privately held affiliates of EPCO reinvested $100 million through our DRIP, resulting in the issuance of an additional 4,481,504 of our common units. See Note 8 for additional information regarding our ATM program and DRIP.
We have no employees. All of our operating functions and general and administrative support services are provided by employees of EPCO pursuant to the ASA or by other service providers. The following table presents our related party costs and expenses attributable to the ASA with EPCO for the periods indicated:
|
|
For the Three Months
Ended September 30,
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Operating costs and expenses
|
|
$
|
212.9
|
|
|
$
|
215.3
|
|
|
$
|
628.9
|
|
|
$
|
612.2
|
|
General and administrative expenses
|
|
|
25.9
|
|
|
|
26.4
|
|
|
|
79.5
|
|
|
|
78.8
|
|
Total costs and expenses
|
|
$
|
238.8
|
|
|
$
|
241.7
|
|
|
$
|
708.4
|
|
|
$
|
691.0
|
|
Note 14. Commitments and Contingencies
Litigation
As part of our normal business activities, we may be named as defendants in legal proceedings, including those arising from regulatory and environmental matters. Although we are insured against various risks to the extent we believe it is prudent, there is no assurance that the nature and amount of such insurance will be adequate, in every case, to fully indemnify us against losses arising from future legal proceedings. We will vigorously defend the partnership in litigation matters.
Management has regular quarterly litigation reviews, including updates from legal counsel, to assess the possible need for accounting recognition and disclosure of these contingencies. We accrue an undiscounted liability for those contingencies where the loss is probable and the amount can be reasonably estimated. If a range of probable loss amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum amount in the range is accrued.
We do not record a contingent liability when the likelihood of loss is probable but the amount cannot be reasonably estimated or when the likelihood of loss is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and the impact would be material to our consolidated financial statements, we disclose the nature of the contingency and, where feasible, an estimate of the possible loss or range of loss. Based on a consideration of all relevant known facts and circumstances, we do not believe that the ultimate outcome of any currently pending litigation directed against us will have a material impact on our consolidated financial statements either individually at the claim level or in the aggregate.
At September 30, 2016 and December 31, 2015, our accruals for litigation contingencies were $5.6 million and $4.6 million, respectively, and were recorded in our Unaudited Condensed Consolidated Balance Sheets as a component of “Other current liabilities.” Our evaluation of litigation contingencies is based on the facts and circumstances of each case and predicting the outcome of these matters involves uncertainties. In the event the assumptions we use to evaluate these matters change in future periods or new information becomes available, we may be required to record additional accruals. In an effort to mitigate expenses associated with litigation, we may settle legal proceedings out of court.
ETP Matter
In connection with a proposed pipeline project, we and Energy Transfer Partners, L.P. (“ETP”) signed a non-binding letter of intent in April 2011 that disclaimed any partnership or joint venture related to such project absent executed definitive documents and board approvals of the respective companies. Definitive agreements were never executed and board approval was never obtained for the potential pipeline project. In August 2011, the proposed pipeline project was cancelled due to a lack of customer support.
In September 2011, ETP filed suit against us and a third party in connection with the cancelled project alleging, among other things, that we and ETP had formed a “partnership.” The case was tried in the District Court of Dallas County, Texas, 298th Judicial District. While we firmly believe, and argued during our defense, that no agreement was ever executed forming a legal joint venture or partnership between the parties, the jury found that the actions of the two companies, nevertheless, constituted a legal partnership. As a result, the jury found that ETP was wrongfully excluded from a subsequent pipeline project involving a third party, and awarded ETP $319.4 million in actual damages on March 4, 2014. On July 29, 2014, the court entered judgment against us in an aggregate amount of $535.8 million, which includes (i) $319.4 million as the amount of actual damages awarded by the jury, (ii) an additional $150.0 million in disgorgement for the alleged benefit we received due to a breach of fiduciary duties by us against ETP and (iii) prejudgment interest in the amount of $66.4 million. The court also awarded post-judgment interest on such aggregate amount, to accrue at a rate of 5%, compounded annually.
We do not believe that the verdict or the judgment entered against us is supported by the evidence or the law. We filed our Brief of the Appellant in the Court of Appeals for the Fifth District of Dallas, Texas on March 30, 2015 and ETP filed its Brief of Appellees on June 29, 2015. We filed our Reply Brief of Appellant on September 18, 2015. Oral argument was conducted on April 20, 2016, and the case has now been submitted to the Court of Appeals for its consideration. We intend to vigorously oppose the judgment through the appeals process. As of September 30, 2016, we have not recorded a provision for this matter as management believes payment of damages in this case is not probable.
FTC Inquiry regarding Oiltanking Acquisition
On February 23, 2015, we received a Civil Investigative Demand and a related Subpoena Duces Tecum from the Federal Trade Commission (“FTC”) requesting specified information relating to the Oiltanking acquisition and our operations. On April 13, 2015, we received a Civil Investigative Demand issued by the Attorney General of the State of Texas requesting copies of the same information and any correspondence with the FTC. In a letter dated August 10, 2016 and published by the FTC on August 19, 2016, the FTC announced, “[u]pon further review of this matter, it now appears that no further action is warranted by the Commission at this time. Accordingly, the investigation has been closed.” Contemporaneously, the Attorney General of the State of Texas closed its investigation of the Oiltanking acquisition.
PDH Litigation
In July 2013, we executed a contract with Foster Wheeler USA Corporation (“Foster Wheeler”) pursuant to which Foster Wheeler was to serve as the general contractor responsible for the engineering, procurement, construction and installation of our propane dehydrogenation (“PDH”) facility. In November 2014, Foster Wheeler was acquired by an affiliate of AMEC plc to form Amec Foster Wheeler plc, and Foster Wheeler is now known as Amec Foster Wheeler USA Corporation (“AFW”). In December 2015, Enterprise and AFW entered into a transition services agreement under which AFW was partially terminated from the PDH project. In December 2015, Enterprise engaged a second contractor, Optimized Process Designs LLC (“OPD”), to complete the construction and installation of the PDH facility.
On September 2, 2016, we terminated AFW for cause and filed a lawsuit in the 151st Judicial Civil District Court of Harris County, Texas against AFW and its parent company, Amec Foster Wheeler plc, asserting claims for breach of contract, breach of warranty, fraudulent inducement, string-along fraud, gross negligence, professional negligence, negligent misrepresentation and attorneys’ fees. This case has yet to be set for trial, and we intend to diligently prosecute these claims and seek all direct, consequential, and exemplary damages to which we may be entitled.
Contractual Obligations
Scheduled Maturities of Debt
We have long-term and short-term payment obligations under debt agreements. See Note 7 for additional information regarding our scheduled future maturities of debt principal.
Operating Lease Obligations
Consolidated lease and rental expense was $27.0 million and $28.8 million during the three months ended September 30, 2016 and 2015, respectively. For the nine months ended September 30, 2016 and 2015, consolidated lease and rental expense was $81.8 million and $76.4 million, respectively. Our operating lease commitments at September 30, 2016 did not differ materially from those reported in our 2015 Form 10-K.
Purchase Obligations
Our consolidated purchase obligations at September 30, 2016 did not differ materially from those reported in our 2015 Form 10-K.
Liquidity Option Agreement
We entered into a put option agreement (the “Liquidity Option Agreement”) with OTA and Marquard & Bahls (“M&B”) in connection with the Oiltanking acquisition. Under the Liquidity Option Agreement, we granted M&B the option to sell to us 100% of the issued and outstanding capital stock of OTA at any time within a 90-day period commencing on February 1, 2020. At that time, OTA’s only significant asset is expected to be the 54,807,352 Enterprise common units it received in Step 1 of the Oiltanking acquisition, to the extent that such common units are not sold by M&B prior to the option exercise date pursuant to a related registration rights agreement.
If the Liquidity Option is exercised, we would indirectly acquire any Enterprise common units owned by OTA and assume all future income tax obligations of OTA associated with (i) owning common units encumbered by the entity-level taxes of a U.S. corporation and (ii) OTA’s deferred tax liabilities. To the extent that the sum of OTA’s deferred tax liabilities exceeds the then current book value of the Liquidity Option liability, we will recognize expense for the difference.
The fair value of the Liquidity Option, at any measurement date, represents the present value of estimated federal and state income tax payments that we believe a market participant would incur on the future taxable income of OTA. We expect that OTA’s taxable income would, in turn, be based on an allocation of our partnership’s taxable income to the common units held by OTA and reflect any tax planning we believe could be employed. Our valuation estimate for the Liquidity Option is based on several inputs that are not observable in the market (i.e., Level 3 inputs). For example, the fair value of the Liquidity Option at September 30, 2016 was estimated at $273.1 million and was based on the following Level 3 inputs:
|
OTA remains in existence (i.e., is not dissolved and its assets sold) between one and 30 years following exercise of the Liquidity Option, depending on the liquidity preference of its owner. An equal probability that OTA will be dissolved was assigned to each year in the 30-year forecast period;
|
|
OTA assumes approximately $2.2 billion of associated long-term debt (30-year maturity) immediately after the Liquidity Option is exercised. For purposes of the valuation at September 30, 2016, we used a market rate commensurate with level of debt and tenure of approximately 4.75%. If the assumption of debt is excluded from the valuation model (and all other inputs are the same), the estimated fair value of the Liquidity Option would increase by $211.1 million at September 30, 2016;
|
|
Forecasted annual growth rates of Enterprise’s taxable earnings before interest, taxes, depreciation and amortization ranging from 2% to 15%;
|
|
OTA’s ownership interest in Enterprise common units is assumed to be diluted over time in connection with Enterprise’s issuance of equity for general company reasons. For purposes of the valuation at September 30, 2016, we used ownership interests ranging from 1.9% to 2.6%;
|
|
A forecasted yield on Enterprise common units of 5.8% to 6.6%;
|
|
OTA pays an aggregate federal and state income tax rate of 38% on its taxable income; and
|
|
A discount rate of 7.5% based on our weighted-average cost of capital at September 30, 2016.
|
Furthermore, our valuation estimate incorporates probability-weighted scenarios reflecting the likelihood that M&B may elect to divest a portion of the Enterprise common units held by OTA prior to exercise of the option. At September 30, 2016, based on these scenarios, we expect that OTA would own approximately 83% of the 54,807,352 Enterprise common units it received in Step 1 when the option period begins in February 2020. For sensitivity purposes, if OTA owned all of the Enterprise common units it received in Step 1 at the time of exercise (and all other inputs remained the same), the estimated fair value of the Liquidity Option liability would increase by $56.7 million at September 30, 2016.
Changes in the fair value of the Liquidity Option are recognized in earnings as a component of other income (expense) on our Unaudited Statements of Consolidated Operations. Results for the three and nine months ended September 30, 2015 include $4.3 million and $15.8 million, respectively, of expense for the Liquidity Option. Results for the three and nine months ended September 30, 2016 include $6.9 million and $28.0 million, respectively, of aggregate non-cash expense attributable to accretion and changes in management estimates regarding inputs to the valuation model.
Note 15. Supplemental Cash Flow Information
The following table presents the net effect of changes in our operating accounts for the periods indicated:
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
Decrease (increase) in:
|
|
|
|
|
|
|
Accounts receivable – trade
|
|
$
|
(370.4
|
)
|
|
$
|
1,042.5
|
|
Accounts receivable – related parties
|
|
|
(0.2
|
)
|
|
|
1.2
|
|
Inventories
|
|
|
(701.6
|
)
|
|
|
(143.2
|
)
|
Prepaid and other current assets
|
|
|
(71.8
|
)
|
|
|
(32.7
|
)
|
Other assets
|
|
|
(1.3
|
)
|
|
|
2.1
|
|
Increase (decrease) in:
|
|
|
|
|
|
|
|
|
Accounts payable – trade
|
|
|
(36.8
|
)
|
|
|
(72.7
|
)
|
Accounts payable – related parties
|
|
|
13.6
|
|
|
|
(38.6
|
)
|
Accrued product payables
|
|
|
615.1
|
|
|
|
(1,248.4
|
)
|
Accrued interest
|
|
|
(149.5
|
)
|
|
|
(136.7
|
)
|
Other current liabilities
|
|
|
201.1
|
|
|
|
(13.8
|
)
|
Other liabilities
|
|
|
12.1
|
|
|
|
12.4
|
|
Net effect of changes in operating accounts
|
|
$
|
(489.7
|
)
|
|
$
|
(627.9
|
)
|
We incurred liabilities for construction in progress that had not been paid at September 30, 2016 and December 31, 2015 of $166.5 million and $472.8 million, respectively. Such amounts are not included under the caption “Capital expenditures” on the Unaudited Condensed Statements of Consolidated Cash Flows.
On certain of our capital projects, third parties are obligated to reimburse us for all or a portion of project expenditures. The majority of such arrangements are associated with projects related to pipeline construction activities and production well tie-ins. These cash receipts are presented as “Contributions in aid of construction costs” within the investing activities section of our Unaudited Condensed Statements of Consolidated Cash Flows.
In July 2015, we purchased EFS Midstream from affiliates of Pioneer and Reliance for approximately $2.1 billion, which was payable in two installments. The initial payment of $1.1 billion was paid at closing on July 8, 2015. The second and final installment of $1.0 billion was paid on July 11, 2016 using a combination of cash on hand and proceeds from the issuance of short-term notes under EPO’s commercial paper program.
The following table presents our cash proceeds from asset sales and insurance recoveries for the periods indicated:
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
Sale of Offshore Business
|
|
$
|
--
|
|
|
$
|
1,528.6
|
|
Other cash proceeds
|
|
|
43.9
|
|
|
|
8.7
|
|
Total
|
|
$
|
43.9
|
|
|
$
|
1,537.3
|
|
The following table presents net gains (losses) attributable to asset sales and insurance recoveries for the periods indicated:
|
|
For the Nine Months
Ended September 30,
|
|
|
|
2016
|
|
|
2015
|
|
Sale of Offshore Business
|
|
$
|
--
|
|
|
$
|
(12.6
|
)
|
Ne
t gains (losses) attributable to other asset sales
|
|
|
2.3
|
|
|
|
(2.1
|
)
|
Total
|
|
$
|
2.3
|
|
|
$
|
(14.7
|
)
|
Note 16. Condensed Consolidating Financial Information
EPO conducts all of our business. Currently, we have no independent operations and no material assets outside those of EPO.
EPO has issued publicly traded debt securities. As the parent company of EPO, Enterprise Products Partners L.P. guarantees substantially all of the debt obligations of EPO. If EPO were to default on any of its guaranteed debt, Enterprise Products Partners L.P. would be responsible for full and unconditional repayment of that obligation. See Note 7 for additional information regarding our consolidated debt obligations.
EPO’s consolidated subsidiaries have no significant restrictions on their ability to pay distributions or make loans to Enterprise Products Partners L.P.
Enterprise Products Partners L.P.
Unaudited Condensed Consolidating Balance Sheet
September 30, 2016
|
|
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
|
|
$
|
279.2
|
|
|
$
|
59.6
|
|
|
$
|
(4.4
|
)
|
|
$
|
334.4
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
334.4
|
|
Accounts receivable – trade, net
|
|
|
1,089.9
|
|
|
|
1,857.4
|
|
|
|
(3.2
|
)
|
|
|
2,944.1
|
|
|
|
--
|
|
|
|
--
|
|
|
|
2,944.1
|
|
Accounts receivable – related parties
|
|
|
125.8
|
|
|
|
772.6
|
|
|
|
(895.0
|
)
|
|
|
3.4
|
|
|
|
--
|
|
|
|
(1.7
|
)
|
|
|
1.7
|
|
Inventories
|
|
|
1,426.3
|
|
|
|
339.5
|
|
|
|
(3.3
|
)
|
|
|
1,762.5
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1,762.5
|
|
Derivative assets
|
|
|
193.2
|
|
|
|
48.2
|
|
|
|
--
|
|
|
|
241.4
|
|
|
|
--
|
|
|
|
--
|
|
|
|
241.4
|
|
Prepaid and other current assets
|
|
|
268.9
|
|
|
|
199.9
|
|
|
|
(11.5
|
)
|
|
|
457.3
|
|
|
|
0.2
|
|
|
|
--
|
|
|
|
457.5
|
|
Total current assets
|
|
|
3,383.3
|
|
|
|
3,277.2
|
|
|
|
(917.4
|
)
|
|
|
5,743.1
|
|
|
|
0.2
|
|
|
|
(1.7
|
)
|
|
|
5,741.6
|
|
Property, plant and equipment, net
|
|
|
4,608.0
|
|
|
|
28,510.0
|
|
|
|
1.4
|
|
|
|
33,119.4
|
|
|
|
--
|
|
|
|
--
|
|
|
|
33,119.4
|
|
Investments in unconsolidated affiliates
|
|
|
40,035.9
|
|
|
|
4,208.7
|
|
|
|
(41,557.4
|
)
|
|
|
2,687.2
|
|
|
|
22,093.4
|
|
|
|
(22,093.4
|
)
|
|
|
2,687.2
|
|
Intangible assets, net
|
|
|
706.6
|
|
|
|
3,215.0
|
|
|
|
(14.4
|
)
|
|
|
3,907.2
|
|
|
|
--
|
|
|
|
--
|
|
|
|
3,907.2
|
|
Goodwill
|
|
|
459.5
|
|
|
|
5,285.7
|
|
|
|
--
|
|
|
|
5,745.2
|
|
|
|
--
|
|
|
|
--
|
|
|
|
5,745.2
|
|
Other assets
|
|
|
194.8
|
|
|
|
41.4
|
|
|
|
(178.9
|
)
|
|
|
57.3
|
|
|
|
0.5
|
|
|
|
--
|
|
|
|
57.8
|
|
Total assets
|
|
$
|
49,388.1
|
|
|
$
|
44,538.0
|
|
|
$
|
(42,666.7
|
)
|
|
$
|
51,259.4
|
|
|
$
|
22,094.1
|
|
|
$
|
(22,095.1
|
)
|
|
$
|
51,258.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of debt
|
|
$
|
2,838.0
|
|
|
$
|
0.1
|
|
|
$
|
--
|
|
|
$
|
2,838.1
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
2,838.1
|
|
Accounts payable – trade
|
|
|
197.8
|
|
|
|
260.2
|
|
|
|
(4.4
|
)
|
|
|
453.6
|
|
|
|
0.1
|
|
|
|
--
|
|
|
|
453.7
|
|
Accounts payable – related parties
|
|
|
886.0
|
|
|
|
123.1
|
|
|
|
(911.4
|
)
|
|
|
97.7
|
|
|
|
1.7
|
|
|
|
(1.7
|
)
|
|
|
97.7
|
|
Accrued product payables
|
|
|
1,594.4
|
|
|
|
1,496.0
|
|
|
|
(2.9
|
)
|
|
|
3,087.5
|
|
|
|
--
|
|
|
|
--
|
|
|
|
3,087.5
|
|
Accrued interest
|
|
|
202.3
|
|
|
|
0.4
|
|
|
|
--
|
|
|
|
202.7
|
|
|
|
--
|
|
|
|
--
|
|
|
|
202.7
|
|
Derivative liabilities
|
|
|
371.7
|
|
|
|
92.5
|
|
|
|
--
|
|
|
|
464.2
|
|
|
|
--
|
|
|
|
--
|
|
|
|
464.2
|
|
Other current liabilities
|
|
|
85.3
|
|
|
|
348.7
|
|
|
|
(10.3
|
)
|
|
|
423.7
|
|
|
|
--
|
|
|
|
0.7
|
|
|
|
424.4
|
|
Total current liabilities
|
|
|
6,175.5
|
|
|
|
2,321.0
|
|
|
|
(929.0
|
)
|
|
|
7,567.5
|
|
|
|
1.8
|
|
|
|
(1.0
|
)
|
|
|
7,568.3
|
|
Long-term debt
|
|
|
21,106.0
|
|
|
|
15.2
|
|
|
|
--
|
|
|
|
21,121.2
|
|
|
|
--
|
|
|
|
--
|
|
|
|
21,121.2
|
|
Deferred tax liabilities
|
|
|
3.7
|
|
|
|
45.7
|
|
|
|
(0.8
|
)
|
|
|
48.6
|
|
|
|
--
|
|
|
|
3.0
|
|
|
|
51.6
|
|
Other long-term liabilities
|
|
|
33.8
|
|
|
|
351.5
|
|
|
|
(179.8
|
)
|
|
|
205.5
|
|
|
|
273.1
|
|
|
|
--
|
|
|
|
478.6
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners’ and other owners’ equity
|
|
|
22,069.1
|
|
|
|
41,727.7
|
|
|
|
(41,729.4
|
)
|
|
|
22,067.4
|
|
|
|
21,819.2
|
|
|
|
(22,067.4
|
)
|
|
|
21,819.2
|
|
Noncontrolling interests
|
|
|
--
|
|
|
|
76.9
|
|
|
|
172.3
|
|
|
|
249.2
|
|
|
|
--
|
|
|
|
(29.7
|
)
|
|
|
219.5
|
|
Total equity
|
|
|
22,069.1
|
|
|
|
41,804.6
|
|
|
|
(41,557.1
|
)
|
|
|
22,316.6
|
|
|
|
21,819.2
|
|
|
|
(22,097.1
|
)
|
|
|
22,038.7
|
|
Total liabilities and equity
|
|
$
|
49,388.1
|
|
|
$
|
44,538.0
|
|
|
$
|
(42,666.7
|
)
|
|
$
|
51,259.4
|
|
|
$
|
22,094.1
|
|
|
$
|
(22,095.1
|
)
|
|
$
|
51,258.4
|
|
Enterprise Products Partners L.P.
Unaudited Condensed Consolidating Balance Sheet
December 31, 2015
|
|
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
|
|
$
|
14.4
|
|
|
$
|
71.1
|
|
|
$
|
(50.6
|
)
|
|
$
|
34.9
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
34.9
|
|
Accounts receivable – trade, net
|
|
|
811.3
|
|
|
|
1,755.8
|
|
|
|
2.8
|
|
|
|
2,569.9
|
|
|
|
--
|
|
|
|
--
|
|
|
|
2,569.9
|
|
Accounts receivable – related parties
|
|
|
59.0
|
|
|
|
795.4
|
|
|
|
(853.0
|
)
|
|
|
1.4
|
|
|
|
--
|
|
|
|
(0.2
|
)
|
|
|
1.2
|
|
Inventories
|
|
|
786.9
|
|
|
|
251.4
|
|
|
|
(0.2
|
)
|
|
|
1,038.1
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1,038.1
|
|
Derivative assets
|
|
|
150.4
|
|
|
|
108.2
|
|
|
|
--
|
|
|
|
258.6
|
|
|
|
--
|
|
|
|
--
|
|
|
|
258.6
|
|
Prepaid and other current assets
|
|
|
153.6
|
|
|
|
249.1
|
|
|
|
(7.1
|
)
|
|
|
395.6
|
|
|
|
--
|
|
|
|
--
|
|
|
|
395.6
|
|
Total current assets
|
|
|
1,975.6
|
|
|
|
3,231.0
|
|
|
|
(908.1
|
)
|
|
|
4,298.5
|
|
|
|
--
|
|
|
|
(0.2
|
)
|
|
|
4,298.3
|
|
Property, plant and equipment, net
|
|
|
3,859.8
|
|
|
|
28,173.5
|
|
|
|
1.4
|
|
|
|
32,034.7
|
|
|
|
--
|
|
|
|
--
|
|
|
|
32,034.7
|
|
Investments in unconsolidated affiliates
|
|
|
38,655.0
|
|
|
|
4,067.3
|
|
|
|
(40,093.8
|
)
|
|
|
2,628.5
|
|
|
|
20,540.2
|
|
|
|
(20,540.2
|
)
|
|
|
2,628.5
|
|
Intangible assets, net
|
|
|
721.2
|
|
|
|
3,330.7
|
|
|
|
(14.7
|
)
|
|
|
4,037.2
|
|
|
|
--
|
|
|
|
--
|
|
|
|
4,037.2
|
|
Goodwill
|
|
|
459.5
|
|
|
|
5,285.7
|
|
|
|
--
|
|
|
|
5,745.2
|
|
|
|
--
|
|
|
|
--
|
|
|
|
5,745.2
|
|
Other assets
|
|
|
145.1
|
|
|
|
47.9
|
|
|
|
(135.2
|
)
|
|
|
57.8
|
|
|
|
0.5
|
|
|
|
--
|
|
|
|
58.3
|
|
Total assets
|
|
$
|
45,816.2
|
|
|
$
|
44,136.1
|
|
|
$
|
(41,150.4
|
)
|
|
$
|
48,801.9
|
|
|
$
|
20,540.7
|
|
|
$
|
(20,540.4
|
)
|
|
$
|
48,802.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current maturities of debt
|
|
$
|
1,863.8
|
|
|
$
|
0.1
|
|
|
$
|
--
|
|
|
$
|
1,863.9
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
1,863.9
|
|
Accounts payable – trade
|
|
|
375.3
|
|
|
|
535.1
|
|
|
|
(50.6
|
)
|
|
|
859.8
|
|
|
|
0.3
|
|
|
|
--
|
|
|
|
860.1
|
|
Accounts payable – related parties
|
|
|
885.3
|
|
|
|
62.3
|
|
|
|
(863.5
|
)
|
|
|
84.1
|
|
|
|
0.2
|
|
|
|
(0.2
|
)
|
|
|
84.1
|
|
Accrued product payables
|
|
|
997.7
|
|
|
|
1,489.3
|
|
|
|
(2.6
|
)
|
|
|
2,484.4
|
|
|
|
--
|
|
|
|
--
|
|
|
|
2,484.4
|
|
Accrued liability related to EFS Midstream acquisition
|
|
|
--
|
|
|
|
993.2
|
|
|
|
--
|
|
|
|
993.2
|
|
|
|
--
|
|
|
|
--
|
|
|
|
993.2
|
|
Accrued interest
|
|
|
352.0
|
|
|
|
0.1
|
|
|
|
--
|
|
|
|
352.1
|
|
|
|
--
|
|
|
|
--
|
|
|
|
352.1
|
|
Derivative liabilities
|
|
|
75.1
|
|
|
|
65.5
|
|
|
|
--
|
|
|
|
140.6
|
|
|
|
--
|
|
|
|
--
|
|
|
|
140.6
|
|
Other current liabilities
|
|
|
103.6
|
|
|
|
291.6
|
|
|
|
(7.0
|
)
|
|
|
388.2
|
|
|
|
--
|
|
|
|
--
|
|
|
|
388.2
|
|
Total current liabilities
|
|
|
4,652.8
|
|
|
|
3,437.2
|
|
|
|
(923.7
|
)
|
|
|
7,166.3
|
|
|
|
0.5
|
|
|
|
(0.2
|
)
|
|
|
7,166.6
|
|
Long-term debt
|
|
|
20,661.6
|
|
|
|
15.3
|
|
|
|
--
|
|
|
|
20,676.9
|
|
|
|
--
|
|
|
|
--
|
|
|
|
20,676.9
|
|
Deferred tax liabilities
|
|
|
3.4
|
|
|
|
40.8
|
|
|
|
(0.8
|
)
|
|
|
43.4
|
|
|
|
--
|
|
|
|
2.7
|
|
|
|
46.1
|
|
Other long-term liabilities
|
|
|
14.5
|
|
|
|
286.9
|
|
|
|
(135.0
|
)
|
|
|
166.4
|
|
|
|
245.1
|
|
|
|
--
|
|
|
|
411.5
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners’ and other owners’ equity
|
|
|
20,483.9
|
|
|
|
40,297.2
|
|
|
|
(40,266.8
|
)
|
|
|
20,514.3
|
|
|
|
20,295.1
|
|
|
|
(20,514.3
|
)
|
|
|
20,295.1
|
|
Noncontrolling interests
|
|
|
--
|
|
|
|
58.7
|
|
|
|
175.9
|
|
|
|
234.6
|
|
|
|
--
|
|
|
|
(28.6
|
)
|
|
|
206.0
|
|
Total equity
|
|
|
20,483.9
|
|
|
|
40,355.9
|
|
|
|
(40,090.9
|
)
|
|
|
20,748.9
|
|
|
|
20,295.1
|
|
|
|
(20,542.9
|
)
|
|
|
20,501.1
|
|
Total liabilities and equity
|
|
$
|
45,816.2
|
|
|
$
|
44,136.1
|
|
|
$
|
(41,150.4
|
)
|
|
$
|
48,801.9
|
|
|
$
|
20,540.7
|
|
|
$
|
(20,540.4
|
)
|
|
$
|
48,802.2
|
|
Enterprise Products Partners L.P.
Unaudited Condensed Consolidating Statement of Operations
For the Three Months Ended September 30, 2016
|
|
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
|
|
$
|
7,291.8
|
|
|
$
|
3,932.4
|
|
|
$
|
(5,303.8
|
)
|
|
$
|
5,920.4
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
5,920.4
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses
|
|
|
7,099.6
|
|
|
|
3,270.3
|
|
|
|
(5,304.2
|
)
|
|
|
5,065.7
|
|
|
|
--
|
|
|
|
--
|
|
|
|
5,065.7
|
|
General and administrative costs
|
|
|
6.3
|
|
|
|
35.0
|
|
|
|
0.2
|
|
|
|
41.5
|
|
|
|
0.5
|
|
|
|
--
|
|
|
|
42.0
|
|
Total costs and expenses
|
|
|
7,105.9
|
|
|
|
3,305.3
|
|
|
|
(5,304.0
|
)
|
|
|
5,107.2
|
|
|
|
0.5
|
|
|
|
--
|
|
|
|
5,107.7
|
|
Equity in income of unconsolidated affiliates
|
|
|
701.6
|
|
|
|
129.3
|
|
|
|
(738.6
|
)
|
|
|
92.3
|
|
|
|
642.0
|
|
|
|
(642.0
|
)
|
|
|
92.3
|
|
Operating income
|
|
|
887.5
|
|
|
|
756.4
|
|
|
|
(738.4
|
)
|
|
|
905.5
|
|
|
|
641.5
|
|
|
|
(642.0
|
)
|
|
|
905.0
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(248.8
|
)
|
|
|
(4.2
|
)
|
|
|
2.1
|
|
|
|
(250.9
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(250.9
|
)
|
Other, net
|
|
|
2.1
|
|
|
|
0.7
|
|
|
|
(2.1
|
)
|
|
|
0.7
|
|
|
|
(6.9
|
)
|
|
|
--
|
|
|
|
(6.2
|
)
|
Total other expense, net
|
|
|
(246.7
|
)
|
|
|
(3.5
|
)
|
|
|
--
|
|
|
|
(250.2
|
)
|
|
|
(6.9
|
)
|
|
|
--
|
|
|
|
(257.1
|
)
|
Income before income taxes
|
|
|
640.8
|
|
|
|
752.9
|
|
|
|
(738.4
|
)
|
|
|
655.3
|
|
|
|
634.6
|
|
|
|
(642.0
|
)
|
|
|
647.9
|
|
Provision for income taxes
|
|
|
(2.7
|
)
|
|
|
(1.6
|
)
|
|
|
--
|
|
|
|
(4.3
|
)
|
|
|
--
|
|
|
|
(0.5
|
)
|
|
|
(4.8
|
)
|
Net income
|
|
|
638.1
|
|
|
|
751.3
|
|
|
|
(738.4
|
)
|
|
|
651.0
|
|
|
|
634.6
|
|
|
|
(642.5
|
)
|
|
|
643.1
|
|
Net income attributable to noncontrolling interests
|
|
|
--
|
|
|
|
(1.7
|
)
|
|
|
(8.1
|
)
|
|
|
(9.8
|
)
|
|
|
--
|
|
|
|
1.3
|
|
|
|
(8.5
|
)
|
Net income attributable to entity
|
|
$
|
638.1
|
|
|
$
|
749.6
|
|
|
$
|
(746.5
|
)
|
|
$
|
641.2
|
|
|
$
|
634.6
|
|
|
$
|
(641.2
|
)
|
|
$
|
634.6
|
|
Enterprise Products Partners L.P.
Unaudited Condensed Consolidating Statement of Operations
For the Three Months Ended September 30, 2015
|
|
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
|
|
$
|
4,685.2
|
|
|
$
|
4,531.1
|
|
|
$
|
(2,908.4
|
)
|
|
$
|
6,307.9
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
6,307.9
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses
|
|
|
4,506.7
|
|
|
|
3,854.5
|
|
|
|
(2,908.6
|
)
|
|
|
5,452.6
|
|
|
|
--
|
|
|
|
--
|
|
|
|
5,452.6
|
|
General and administrative costs
|
|
|
11.1
|
|
|
|
38.3
|
|
|
|
--
|
|
|
|
49.4
|
|
|
|
(0.4
|
)
|
|
|
--
|
|
|
|
49.0
|
|
Total costs and expenses
|
|
|
4,517.8
|
|
|
|
3,892.8
|
|
|
|
(2,908.6
|
)
|
|
|
5,502.0
|
|
|
|
(0.4
|
)
|
|
|
--
|
|
|
|
5,501.6
|
|
Equity in income of unconsolidated affiliates
|
|
|
725.5
|
|
|
|
116.5
|
|
|
|
(738.9
|
)
|
|
|
103.1
|
|
|
|
653.2
|
|
|
|
(653.2
|
)
|
|
|
103.1
|
|
Operating income
|
|
|
892.9
|
|
|
|
754.8
|
|
|
|
(738.7
|
)
|
|
|
909.0
|
|
|
|
653.6
|
|
|
|
(653.2
|
)
|
|
|
909.4
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(239.5
|
)
|
|
|
(4.2
|
)
|
|
|
--
|
|
|
|
(243.7
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(243.7
|
)
|
Other, net
|
|
|
1.7
|
|
|
|
0.1
|
|
|
|
--
|
|
|
|
1.8
|
|
|
|
(4.3
|
)
|
|
|
--
|
|
|
|
(2.5
|
)
|
Total other expense, net
|
|
|
(237.8
|
)
|
|
|
(4.1
|
)
|
|
|
--
|
|
|
|
(241.9
|
)
|
|
|
(4.3
|
)
|
|
|
--
|
|
|
|
(246.2
|
)
|
Income before income taxes
|
|
|
655.1
|
|
|
|
750.7
|
|
|
|
(738.7
|
)
|
|
|
667.1
|
|
|
|
649.3
|
|
|
|
(653.2
|
)
|
|
|
663.2
|
|
Provision for income taxes
|
|
|
(3.3
|
)
|
|
|
(2.2
|
)
|
|
|
--
|
|
|
|
(5.5
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(5.5
|
)
|
Net income
|
|
|
651.8
|
|
|
|
748.5
|
|
|
|
(738.7
|
)
|
|
|
661.6
|
|
|
|
649.3
|
|
|
|
(653.2
|
)
|
|
|
657.7
|
|
Net income attributable to noncontrolling interests
|
|
|
--
|
|
|
|
--
|
|
|
|
(9.7
|
)
|
|
|
(9.7
|
)
|
|
|
--
|
|
|
|
1.3
|
|
|
|
(8.4
|
)
|
Net income attributable to entity
|
|
$
|
651.8
|
|
|
$
|
748.5
|
|
|
$
|
(748.4
|
)
|
|
$
|
651.9
|
|
|
$
|
649.3
|
|
|
$
|
(651.9
|
)
|
|
$
|
649.3
|
|
Enterprise Products Partners L.P.
Unaudited Condensed Consolidating Statement of Operations
For the Nine Months Ended September 30, 2016
|
|
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
|
|
$
|
19,847.9
|
|
|
$
|
11,009.3
|
|
|
$
|
(14,313.7
|
)
|
|
$
|
16,543.5
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
16,543.5
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses
|
|
|
19,192.8
|
|
|
|
9,156.3
|
|
|
|
(14,314.3
|
)
|
|
|
14,034.8
|
|
|
|
--
|
|
|
|
--
|
|
|
|
14,034.8
|
|
General and administrative costs
|
|
|
16.4
|
|
|
|
102.3
|
|
|
|
0.2
|
|
|
|
118.9
|
|
|
|
2.1
|
|
|
|
--
|
|
|
|
121.0
|
|
Total costs and expenses
|
|
|
19,209.2
|
|
|
|
9,258.6
|
|
|
|
(14,314.1
|
)
|
|
|
14,153.7
|
|
|
|
2.1
|
|
|
|
--
|
|
|
|
14,155.8
|
|
Equity in income of unconsolidated affiliates
|
|
|
1,971.6
|
|
|
|
389.3
|
|
|
|
(2,091.1
|
)
|
|
|
269.8
|
|
|
|
1,884.4
|
|
|
|
(1,884.4
|
)
|
|
|
269.8
|
|
Operating income
|
|
|
2,610.3
|
|
|
|
2,140.0
|
|
|
|
(2,090.7
|
)
|
|
|
2,659.6
|
|
|
|
1,882.3
|
|
|
|
(1,884.4
|
)
|
|
|
2,657.5
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(726.4
|
)
|
|
|
(14.8
|
)
|
|
|
5.6
|
|
|
|
(735.6
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(735.6
|
)
|
Other, net
|
|
|
6.0
|
|
|
|
2.1
|
|
|
|
(5.6
|
)
|
|
|
2.5
|
|
|
|
(28.0
|
)
|
|
|
--
|
|
|
|
(25.5
|
)
|
Total other expense, net
|
|
|
(720.4
|
)
|
|
|
(12.7
|
)
|
|
|
--
|
|
|
|
(733.1
|
)
|
|
|
(28.0
|
)
|
|
|
--
|
|
|
|
(761.1
|
)
|
Income before income taxes
|
|
|
1,889.9
|
|
|
|
2,127.3
|
|
|
|
(2,090.7
|
)
|
|
|
1,926.5
|
|
|
|
1,854.3
|
|
|
|
(1,884.4
|
)
|
|
|
1,896.4
|
|
Provision for income taxes
|
|
|
(5.5
|
)
|
|
|
(6.2
|
)
|
|
|
--
|
|
|
|
(11.7
|
)
|
|
|
--
|
|
|
|
(1.4
|
)
|
|
|
(13.1
|
)
|
Net income
|
|
|
1,884.4
|
|
|
|
2,121.1
|
|
|
|
(2,090.7
|
)
|
|
|
1,914.8
|
|
|
|
1,854.3
|
|
|
|
(1,885.8
|
)
|
|
|
1,883.3
|
|
Net income attributable to noncontrolling interests
|
|
|
--
|
|
|
|
(5.3
|
)
|
|
|
(27.6
|
)
|
|
|
(32.9
|
)
|
|
|
--
|
|
|
|
3.9
|
|
|
|
(29.0
|
)
|
Net income attributable to entity
|
|
$
|
1,884.4
|
|
|
$
|
2,115.8
|
|
|
$
|
(2,118.3
|
)
|
|
$
|
1,881.9
|
|
|
$
|
1,854.3
|
|
|
$
|
(1,881.9
|
)
|
|
$
|
1,854.3
|
|
Enterprise Products Partners L.P.
Unaudited Condensed Consolidating Statement of Operations
For the Nine Months Ended September 30, 2015
|
|
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
|
|
$
|
15,301.0
|
|
|
$
|
14,751.0
|
|
|
$
|
(9,179.1
|
)
|
|
$
|
20,872.9
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
20,872.9
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses
|
|
|
14,696.2
|
|
|
|
12,909.8
|
|
|
|
(9,179.5
|
)
|
|
|
18,426.5
|
|
|
|
--
|
|
|
|
--
|
|
|
|
18,426.5
|
|
General and administrative costs
|
|
|
28.9
|
|
|
|
113.9
|
|
|
|
--
|
|
|
|
142.8
|
|
|
|
0.4
|
|
|
|
--
|
|
|
|
143.2
|
|
Total costs and expenses
|
|
|
14,725.1
|
|
|
|
13,023.7
|
|
|
|
(9,179.5
|
)
|
|
|
18,569.3
|
|
|
|
0.4
|
|
|
|
--
|
|
|
|
18,569.7
|
|
Equity in income of unconsolidated affiliates
|
|
|
1,996.4
|
|
|
|
314.5
|
|
|
|
(2,008.4
|
)
|
|
|
302.5
|
|
|
|
1,852.6
|
|
|
|
(1,852.6
|
)
|
|
|
302.5
|
|
Operating income
|
|
|
2,572.3
|
|
|
|
2,041.8
|
|
|
|
(2,008.0
|
)
|
|
|
2,606.1
|
|
|
|
1,852.2
|
|
|
|
(1,852.6
|
)
|
|
|
2,605.7
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(717.9
|
)
|
|
|
(7.3
|
)
|
|
|
2.0
|
|
|
|
(723.2
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(723.2
|
)
|
Other, net
|
|
|
4.0
|
|
|
|
0.6
|
|
|
|
(2.0
|
)
|
|
|
2.6
|
|
|
|
(15.8
|
)
|
|
|
--
|
|
|
|
(13.2
|
)
|
Total other expense, net
|
|
|
(713.9
|
)
|
|
|
(6.7
|
)
|
|
|
--
|
|
|
|
(720.6
|
)
|
|
|
(15.8
|
)
|
|
|
--
|
|
|
|
(736.4
|
)
|
Income before income taxes
|
|
|
1,858.4
|
|
|
|
2,035.1
|
|
|
|
(2,008.0
|
)
|
|
|
1,885.5
|
|
|
|
1,836.4
|
|
|
|
(1,852.6
|
)
|
|
|
1,869.3
|
|
Benefit from (provision for) income taxes
|
|
|
(8.9
|
)
|
|
|
5.4
|
|
|
|
--
|
|
|
|
(3.5
|
)
|
|
|
--
|
|
|
|
(0.9
|
)
|
|
|
(4.4
|
)
|
Net income
|
|
|
1,849.5
|
|
|
|
2,040.5
|
|
|
|
(2,008.0
|
)
|
|
|
1,882.0
|
|
|
|
1,836.4
|
|
|
|
(1,853.5
|
)
|
|
|
1,864.9
|
|
Net loss (income) attributable to noncontrolling interests
|
|
|
--
|
|
|
|
0.8
|
|
|
|
(32.9
|
)
|
|
|
(32.1
|
)
|
|
|
--
|
|
|
|
3.6
|
|
|
|
(28.5
|
)
|
Net income attributable to entity
|
|
$
|
1,849.5
|
|
|
$
|
2,041.3
|
|
|
$
|
(2,040.9
|
)
|
|
$
|
1,849.9
|
|
|
$
|
1,836.4
|
|
|
$
|
(1,849.9
|
)
|
|
$
|
1,836.4
|
|
Enterprise Products Partners L.P.
Unaudited Condensed Consolidating Statement of Comprehensive Income
For the Three Months Ended September 30, 2016
|
|
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
|
|
$
|
649.9
|
|
|
$
|
738.0
|
|
|
$
|
(738.6
|
)
|
|
$
|
649.3
|
|
|
$
|
632.9
|
|
|
$
|
(640.8
|
)
|
|
$
|
641.4
|
|
Comprehensive loss (income) attributable to noncontrolling interests
|
|
|
--
|
|
|
|
(1.7
|
)
|
|
|
(8.1
|
)
|
|
|
(9.8
|
)
|
|
|
--
|
|
|
|
1.3
|
|
|
|
(8.5
|
)
|
Comprehensive income attributable to entity
|
|
$
|
649.9
|
|
|
$
|
736.3
|
|
|
$
|
(746.7
|
)
|
|
$
|
639.5
|
|
|
$
|
632.9
|
|
|
$
|
(639.5
|
)
|
|
$
|
632.9
|
|
Enterprise Products Partners L.P.
Unaudited Condensed Consolidating Statement of Comprehensive Income
For the Three Months Ended September 30, 2015
|
|
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
|
|
$
|
676.0
|
|
|
$
|
797.3
|
|
|
$
|
(763.9
|
)
|
|
$
|
709.4
|
|
|
$
|
697.2
|
|
|
$
|
(701.0
|
)
|
|
$
|
705.6
|
|
Comprehensive income attributable to noncontrolling interests
|
|
|
--
|
|
|
|
--
|
|
|
|
(9.7
|
)
|
|
|
(9.7
|
)
|
|
|
--
|
|
|
|
1.3
|
|
|
|
(8.4
|
)
|
Comprehensive income attributable to entity
|
|
$
|
676.0
|
|
|
$
|
797.3
|
|
|
$
|
(773.6
|
)
|
|
$
|
699.7
|
|
|
$
|
697.2
|
|
|
$
|
(699.7
|
)
|
|
$
|
697.2
|
|
Enterprise Products Partners L.P.
Unaudited Condensed Consolidating Statement of Comprehensive Income
For the Nine Months Ended September 30, 2016
|
|
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
|
|
$
|
1,824.5
|
|
|
$
|
2,091.6
|
|
|
$
|
(2,090.8
|
)
|
|
$
|
1,825.3
|
|
|
$
|
1,764.8
|
|
|
$
|
(1,796.3
|
)
|
|
$
|
1,793.8
|
|
Comp
rehensive loss (income) attrib
utable to noncontrolling interests
|
|
|
--
|
|
|
|
(5.3
|
)
|
|
|
(27.6
|
)
|
|
|
(32.9
|
)
|
|
|
--
|
|
|
|
3.9
|
|
|
|
(29.0
|
)
|
Comprehensive income attributable to entity
|
|
$
|
1,824.5
|
|
|
$
|
2,086.3
|
|
|
$
|
(2,118.4
|
)
|
|
$
|
1,792.4
|
|
|
$
|
1,764.8
|
|
|
$
|
(1,792.4
|
)
|
|
$
|
1,764.8
|
|
Enterprise Products Partners L.P.
Unaudited Condensed Consolidating Statement of Comprehensive Income
For the Nine Months Ended September 30, 2015
|
|
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
|
|
$
|
1,869.9
|
|
|
$
|
2,056.1
|
|
|
$
|
(2,033.2
|
)
|
|
$
|
1,892.8
|
|
|
$
|
1,847.3
|
|
|
$
|
(1,864.3
|
)
|
|
$
|
1,875.8
|
|
Comprehensive loss (income) attributable to noncontrolling interests
|
|
|
--
|
|
|
|
0.8
|
|
|
|
(32.9
|
)
|
|
|
(32.1
|
)
|
|
|
--
|
|
|
|
3.6
|
|
|
|
(28.5
|
)
|
Comprehensive income attributable to entity
|
|
$
|
1,869.9
|
|
|
$
|
2,056.9
|
|
|
$
|
(2,066.1
|
)
|
|
$
|
1,860.7
|
|
|
$
|
1,847.3
|
|
|
$
|
(1,860.7
|
)
|
|
$
|
1,847.3
|
|
Enterprise Products Partners L.P.
Unaudited Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2016
|
|
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
|
|
$
|
1,884.4
|
|
|
$
|
2,121.1
|
|
|
$
|
(2,090.7
|
)
|
|
$
|
1,914.8
|
|
|
$
|
1,854.3
|
|
|
$
|
(1,885.8
|
)
|
|
$
|
1,883.3
|
|
Reconciliation of net income to net cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, amortization and accretion
|
|
|
131.9
|
|
|
|
1,023.7
|
|
|
|
(0.3
|
)
|
|
|
1,155.3
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1,155.3
|
|
Equity in income of unconsolidated affiliates
|
|
|
(1,971.6
|
)
|
|
|
(389.3
|
)
|
|
|
2,091.1
|
|
|
|
(269.8
|
)
|
|
|
(1,884.4
|
)
|
|
|
1,884.4
|
|
|
|
(269.8
|
)
|
Distributions received on earnings from unconsolidated affiliates
|
|
|
733.1
|
|
|
|
196.9
|
|
|
|
(648.4
|
)
|
|
|
281.6
|
|
|
|
2,477.3
|
|
|
|
(2,477.3
|
)
|
|
|
281.6
|
|
Net effect of changes in operating accounts and other operating activities
|
|
|
1,281.6
|
|
|
|
(1,742.7
|
)
|
|
|
46.1
|
|
|
|
(415.0
|
)
|
|
|
22.9
|
|
|
|
0.7
|
|
|
|
(391.4
|
)
|
Net cash flows provided by operating activities
|
|
|
2,059.4
|
|
|
|
1,209.7
|
|
|
|
(602.2
|
)
|
|
|
2,666.9
|
|
|
|
2,470.1
|
|
|
|
(2,478.0
|
)
|
|
|
2,659.0
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures, net of contributions in aid of construction costs
|
|
|
(989.6
|
)
|
|
|
(1,420.2
|
)
|
|
|
--
|
|
|
|
(2,409.8
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(2,409.8
|
)
|
Cash used for business combinations, net of cash received
|
|
|
--
|
|
|
|
(1,000.0
|
)
|
|
|
--
|
|
|
|
(1,000.0
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(1,000.0
|
)
|
Proceeds from asset sales
|
|
|
27.9
|
|
|
|
16.0
|
|
|
|
--
|
|
|
|
43.9
|
|
|
|
--
|
|
|
|
--
|
|
|
|
43.9
|
|
Other investing activities
|
|
|
(2,177.0
|
)
|
|
|
(84.2
|
)
|
|
|
1,931.4
|
|
|
|
(329.8
|
)
|
|
|
(2,161.2
|
)
|
|
|
2,161.2
|
|
|
|
(329.8
|
)
|
Cash used in investing activities
|
|
|
(3,138.7
|
)
|
|
|
(2,488.4
|
)
|
|
|
1,931.4
|
|
|
|
(3,695.7
|
)
|
|
|
(2,161.2
|
)
|
|
|
2,161.2
|
|
|
|
(3,695.7
|
)
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under debt agreements
|
|
|
50,183.8
|
|
|
|
41.4
|
|
|
|
(41.4
|
)
|
|
|
50,183.8
|
|
|
|
--
|
|
|
|
--
|
|
|
|
50,183.8
|
|
Repayments of debt
|
|
|
(48,776.4
|
)
|
|
|
(0.1
|
)
|
|
|
--
|
|
|
|
(48,776.5
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(48,776.5
|
)
|
Cash distributions paid to owners
|
|
|
(2,477.3
|
)
|
|
|
(677.5
|
)
|
|
|
677.5
|
|
|
|
(2,477.3
|
)
|
|
|
(2,448.3
|
)
|
|
|
2,477.3
|
|
|
|
(2,448.3
|
)
|
Cash payments made in connection with DERs
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
(8.5
|
)
|
|
|
--
|
|
|
|
(8.5
|
)
|
Cash distributions paid to noncontrolling interests
|
|
|
--
|
|
|
|
(7.3
|
)
|
|
|
(29.1
|
)
|
|
|
(36.4
|
)
|
|
|
--
|
|
|
|
0.7
|
|
|
|
(35.7
|
)
|
Cash contributions from noncontrolling interests
|
|
|
--
|
|
|
|
20.1
|
|
|
|
--
|
|
|
|
20.1
|
|
|
|
--
|
|
|
|
--
|
|
|
|
20.1
|
|
Net cash proceeds from issuance of common units
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
2,170.4
|
|
|
|
--
|
|
|
|
2,170.4
|
|
Cash contributions from owners
|
|
|
2,161.2
|
|
|
|
1,890.0
|
|
|
|
(1,890.0
|
)
|
|
|
2,161.2
|
|
|
|
--
|
|
|
|
(2,161.2
|
)
|
|
|
--
|
|
Other financing activities
|
|
|
(8.0
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(8.0
|
)
|
|
|
(22.5
|
)
|
|
|
--
|
|
|
|
(30.5
|
)
|
Cash provided by financing activities
|
|
|
1,083.3
|
|
|
|
1,266.6
|
|
|
|
(1,283.0
|
)
|
|
|
1,066.9
|
|
|
|
(308.9
|
)
|
|
|
316.8
|
|
|
|
1,074.8
|
|
Net change in cash and cash equivalents
|
|
|
4.0
|
|
|
|
(12.1
|
)
|
|
|
46.2
|
|
|
|
38.1
|
|
|
|
--
|
|
|
|
--
|
|
|
|
38.1
|
|
Cash and cash equivalents, January 1
|
|
|
--
|
|
|
|
69.6
|
|
|
|
(50.6
|
)
|
|
|
19.0
|
|
|
|
--
|
|
|
|
--
|
|
|
|
19.0
|
|
Cash and cash equivalents, September 30
|
|
$
|
4.0
|
|
|
$
|
57.5
|
|
|
$
|
(4.4
|
)
|
|
$
|
57.1
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
57.1
|
|
Enterprise Products Partners L.P.
Unaudited Condensed Consolidating Statement of Cash Flows
For the Nine Months Ended September 30, 2015
|
|
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
|
|
$
|
1,849.5
|
|
|
$
|
2,040.5
|
|
|
$
|
(2,008.0
|
)
|
|
$
|
1,882.0
|
|
|
$
|
1,836.4
|
|
|
$
|
(1,853.5
|
)
|
|
$
|
1,864.9
|
|
Reconciliation of net income to net cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, amortization and accretion
|
|
|
106.0
|
|
|
|
1,042.1
|
|
|
|
(0.4
|
)
|
|
|
1,147.7
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1,147.7
|
|
Equity in income of unconsolidated affiliates
|
|
|
(1,996.4
|
)
|
|
|
(314.5
|
)
|
|
|
2,008.4
|
|
|
|
(302.5
|
)
|
|
|
(1,852.6
|
)
|
|
|
1,852.6
|
|
|
|
(302.5
|
)
|
Distributions received on earnings from unconsolidated affiliates
|
|
|
1,705.4
|
|
|
|
227.1
|
|
|
|
(1,570.1
|
)
|
|
|
362.4
|
|
|
|
2,241.1
|
|
|
|
(2,241.1
|
)
|
|
|
362.4
|
|
Net effect of changes in operating accounts and other operating activities
|
|
|
(52.9
|
)
|
|
|
(450.6
|
)
|
|
|
9.3
|
|
|
|
(494.2
|
)
|
|
|
12.0
|
|
|
|
0.9
|
|
|
|
(481.3
|
)
|
Net cash flows provided by operating activities
|
|
|
1,611.6
|
|
|
|
2,544.6
|
|
|
|
(1,560.8
|
)
|
|
|
2,595.4
|
|
|
|
2,236.9
|
|
|
|
(2,241.1
|
)
|
|
|
2,591.2
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures, net of contributions in aid of construction costs
|
|
|
(725.5
|
)
|
|
|
(1,893.6
|
)
|
|
|
--
|
|
|
|
(2,619.1
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(2,619.1
|
)
|
Cash used for business combinations, net of cash received
|
|
|
(1,058.4
|
)
|
|
|
13.3
|
|
|
|
--
|
|
|
|
(1,045.1
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(1,045.1
|
)
|
Proceeds from asset sales
|
|
|
1,532.1
|
|
|
|
5.2
|
|
|
|
--
|
|
|
|
1,537.3
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1,537.3
|
|
Other investing activities
|
|
|
(1,091.2
|
)
|
|
|
(43.5
|
)
|
|
|
953.4
|
|
|
|
(181.3
|
)
|
|
|
(1,005.2
|
)
|
|
|
1,005.2
|
|
|
|
(181.3
|
)
|
Cash used in investing activities
|
|
|
(1,343.0
|
)
|
|
|
(1,918.6
|
)
|
|
|
953.4
|
|
|
|
(2,308.2
|
)
|
|
|
(1,005.2
|
)
|
|
|
1,005.2
|
|
|
|
(2,308.2
|
)
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings under debt agreements
|
|
|
17,113.7
|
|
|
|
77.9
|
|
|
|
(77.9
|
)
|
|
|
17,113.7
|
|
|
|
--
|
|
|
|
--
|
|
|
|
17,113.7
|
|
Repayments of debt
|
|
|
(16,139.2
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(16,139.2
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(16,139.2
|
)
|
Cash distributions paid to owners
|
|
|
(2,241.1
|
)
|
|
|
(1,602.4
|
)
|
|
|
1,602.4
|
|
|
|
(2,241.1
|
)
|
|
|
(2,185.1
|
)
|
|
|
2,241.1
|
|
|
|
(2,185.1
|
)
|
Cash payments made in connection with DERs
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
(5.6
|
)
|
|
|
--
|
|
|
|
(5.6
|
)
|
Cash distributions paid to noncontrolling interests
|
|
|
--
|
|
|
|
(0.8
|
)
|
|
|
(32.4
|
)
|
|
|
(33.2
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(33.2
|
)
|
Cash contributions from noncontrolling interests
|
|
|
--
|
|
|
|
37.8
|
|
|
|
(0.4
|
)
|
|
|
37.4
|
|
|
|
--
|
|
|
|
--
|
|
|
|
37.4
|
|
Net cash proceeds from issuance of common units
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
1,011.4
|
|
|
|
--
|
|
|
|
1,011.4
|
|
Cash contributions from owners
|
|
|
1,005.2
|
|
|
|
875.1
|
|
|
|
(875.1
|
)
|
|
|
1,005.2
|
|
|
|
--
|
|
|
|
(1,005.2
|
)
|
|
|
--
|
|
Other financing activities
|
|
|
(23.9
|
)
|
|
|
--
|
|
|
|
--
|
|
|
|
(23.9
|
)
|
|
|
(52.4
|
)
|
|
|
--
|
|
|
|
(76.3
|
)
|
Cash used in financing activities
|
|
|
(285.3
|
)
|
|
|
(612.4
|
)
|
|
|
616.6
|
|
|
|
(281.1
|
)
|
|
|
(1,231.7
|
)
|
|
|
1,235.9
|
|
|
|
(276.9
|
)
|
Net change in cash and cash equivalents
|
|
|
(16.7
|
)
|
|
|
13.6
|
|
|
|
9.2
|
|
|
|
6.1
|
|
|
|
--
|
|
|
|
--
|
|
|
|
6.1
|
|
Cash and cash equivalents, January 1
|
|
|
18.7
|
|
|
|
70.4
|
|
|
|
(14.7
|
)
|
|
|
74.4
|
|
|
|
--
|
|
|
|
--
|
|
|
|
74.4
|
|
Cash and cash equivalents, September 30
|
|
$
|
2.0
|
|
|
$
|
84.0
|
|
|
$
|
(5.5
|
)
|
|
$
|
80.5
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
80.5
|
|