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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices, including Zip Code)
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(
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(Registrant’s Telephone Number, including Area Code)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange On Which Registered
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Page
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Number
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/d
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=
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per day
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MMBPD
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=
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million barrels per day
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BBtus
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=
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billion British thermal units
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MMBtus
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=
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million British thermal units
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Bcf
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=
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billion cubic feet
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MMcf
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=
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million cubic feet
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BPD
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=
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barrels per day
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MWac
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=
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megawatts, alternating current
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MBPD
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=
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thousand barrels per day
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MWdc
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=
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megawatts, direct current
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MMBbls
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=
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million barrels
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TBtus
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=
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trillion British thermal units
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| • |
natural gas gathering, treating, processing, transportation and storage;
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NGL transportation, fractionation, storage, and marine terminals (including those used to export liquefied petroleum gases (“LPG”) and ethane);
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crude oil gathering, transportation, storage, and marine terminals;
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propylene production facilities (including propane dehydrogenation (“PDH”) facilities), butane isomerization, octane enhancement, isobutane dehydrogenation (“iBDH”) and high purity isobutylene (“HPIB”) production facilities;
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petrochemical and refined products transportation, storage, and marine terminals (including those used to export ethylene and polymer grade propylene (“PGP”)); and
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a marine transportation business that operates on key U.S. inland and intracoastal waterway systems.
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capitalize on expected trends and opportunities in all energy supply and demand cycles to provide value added services to our customers;
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maintain a diversified portfolio of midstream energy assets and expand this asset base through growth capital projects and accretive acquisitions of complementary assets that enhance our overall value chain; and
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share capital costs and risks through business ventures or alliances with strategic partners, including those that provide incremental volumes on our systems.
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Ethane is primarily used in the petrochemical industry as a feedstock in the production of ethylene, one of the basic building blocks for a wide range of plastics and other chemical products.
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Propane is used for heating, as an engine and industrial fuel, and as a petrochemical feedstock in the production of ethylene and propylene.
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Normal butane is used as a petrochemical feedstock in the production of ethylene and butadiene (a key ingredient of synthetic rubber), as a blendstock for motor gasoline, and to produce isobutane through isomerization.
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Isobutane is fractionated from mixed butane (a mixed stream of normal butane and isobutane) or produced from normal butane through the process of isomerization, and is used in refinery alkylation to enhance the octane content of motor gasoline, in the production of isooctane and other octane additives, and in the production of propylene oxide.
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Natural gasoline, a mixture of pentanes and heavier hydrocarbons, is primarily used as a blendstock for motor gasoline, diluent in crude oil to aid in transportation, and as a petrochemical feedstock.
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Net Gas
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Total Gas
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Production
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No. of
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Processing
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Processing
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Region
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Ownership
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Processing
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Capacity
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Capacity
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Description of Asset
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Location
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Served
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Interest
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Trains (1)
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(MMcf/d)
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(MMcf/d) (2)
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Rocky Mountains
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Meeker
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Colorado
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Piceance
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100.0%
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2
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1,600
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1,600
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Pioneer
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Wyoming
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Green River
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100.0%
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2
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1,100
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1,100
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Chaco
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New Mexico
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San Juan
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100.0%
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2
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700
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700
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South Texas
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||||||
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Yoakum
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Texas
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Eagle Ford
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100.0%
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3
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900
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900
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Thompsonville
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Texas
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Eagle Ford
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100.0%
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1
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330
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330
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Shoup
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Texas
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Eagle Ford
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100.0%
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1
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280
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280
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Armstrong
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Texas
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Eagle Ford
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100.0%
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2
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250
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250
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San Martin
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Texas
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Eagle Ford
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100.0%
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1
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200
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200
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Sonora
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Texas
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Strawn
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100.0%
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3
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90
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90
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Delaware Basin
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Orla
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Texas
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Delaware
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100.0%
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3
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900
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900
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Mentone
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Texas
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Delaware
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100.0%
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2
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600
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600
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South Eddy
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New Mexico
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Delaware
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100.0%
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1
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200
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200
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Waha
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Texas
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Delaware
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100.0%
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1
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150
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150
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Chaparral
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New Mexico
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Delaware
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100.0%
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1
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40
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40
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Midland Basin
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Poseidon
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Texas
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Midland
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100.0%
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1
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300
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300
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Newberry
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Texas
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Midland
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100.0%
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2
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260
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260
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Leiker
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Texas
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Midland
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100.0%
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1
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200
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200
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Trident
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Texas
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Midland
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100.0%
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1
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200
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200
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Taylor
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Texas
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Midland
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100.0%
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1
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200
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200
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Louisiana and Mississippi
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Pascagoula
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Mississippi
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Gulf of Mexico
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75.0% (3)
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2
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750
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1,000
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Neptune
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Louisiana
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Gulf of Mexico
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66.0% (4)
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2
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429
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650
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Venice
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Louisiana
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Gulf of Mexico
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13.1% (5)
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2
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98
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750
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Carthage
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Bulldog
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Texas
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Cotton Valley
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100.0%
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1
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200
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200
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Panola
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Texas
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Cotton Valley
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100.0%
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1
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120
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120
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Other
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Indian Springs
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Texas
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Wilcox-Woodbine
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75.0% (4)
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1
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75
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100
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Total
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10,172
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11,320
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(1)
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Each of our natural gas processing assets is comprised of one or more natural gas processing units (referred to as “processing trains”) that are available to handle unprocessed natural gas delivered to each facility. The nameplate capacity of each processing train will vary.
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(2)
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Total gas processing capacity represents the combined nameplate processing capacity of all processing trains at each facility. Actual processing capacity may differ from nameplate processing capacity due to multiple factors including items such as compression limitations, and quality and composition of the gas being processed.
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(3)
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We own a 75% consolidated interest in the Pascagoula facility through our majority owned subsidiary, Pascagoula Gas Processing LLC.
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(4)
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We proportionately consolidate our undivided interests in these operating assets.
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(5)
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Our 13.1% ownership in Venice is held indirectly through our equity method investment in Venice Energy Services Company, L.L.C.
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Pipeline
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Ownership
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Length
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Description of Asset
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Location(s)
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Interest
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(Miles)
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Mid-America Pipeline System (1)
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Midwest and Western U.S.
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100.0%
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7,850
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South Texas NGL Pipeline System
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Texas
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100.0%
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1,957
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Dixie Pipeline (1)
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South and Southeastern U.S.
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100.0%
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1,300
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Seminole NGL Pipeline (1)
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Texas
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100.0%
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1,245
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ATEX (1)
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Texas to Midwest and Northeast U.S.
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100.0%
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1,224
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Chaparral NGL System
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Texas, New Mexico
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100.0%
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1,080
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Louisiana Pipeline System (1)
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Louisiana
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100.0%
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874
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Shin Oak NGL Pipeline
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Texas
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67.0% (3)
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668
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Texas Express Pipeline (1)
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Texas
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35.0% (4)
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593
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Skelly-Belvieu Pipeline (1)
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Texas, Oklahoma
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50.0% (5)
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572
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Front Range Pipeline (1)
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Colorado, Oklahoma, Texas
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33.3% (6)
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452
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Houston Ship Channel Pipeline System
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Texas
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100.0%
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304
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Panola Pipeline (1)
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Texas
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55.0% (7)
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253
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Rio Grande Pipeline (1)
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Texas
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100.0%
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248
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Aegis Ethane Pipeline (1)
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Texas, Louisiana
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100.0%
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232
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Lou-Tex NGL Pipeline (1)
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Texas, Louisiana
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100.0%
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209
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Promix NGL Gathering System
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Louisiana
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50.0% (8)
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191
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Tri-States NGL Pipeline (1)
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Alabama, Mississippi, Louisiana
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83.3% (9)
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168
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Texas Express Gathering System
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Texas
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45.0% (10)
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138
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Others (nine systems) (2)
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Various
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Various (11)
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523
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Total
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20,081
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(1)
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Interstate transportation services provided on these liquids pipelines, in whole or part, are regulated by federal governmental agencies.
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(2)
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Includes our Belle Rose and Wilprise pipelines located in the coastal regions of Louisiana; two pipelines located near Port Arthur in southeast Texas; our San Jacinto pipeline located in East Texas; our Permian NGL lateral pipelines located in New Mexico; Leveret pipeline in West Texas and New Mexico; Enterprise Ethane Pipeline in Texas; and a pipeline in Colorado associated with our Meeker facility. Transportation services provided on the Wilprise and Leveret pipelines are regulated by federal governmental agencies.
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(3)
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We own a 67% consolidated interest in the Shin Oak NGL Pipeline through our majority owned subsidiary, Breviloba, LLC.
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(4)
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Our 35% ownership interest in the Texas Express Pipeline is held indirectly through our equity method investment in Texas Express Pipeline LLC.
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(5)
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Our 50% ownership interest in the Skelly-Belvieu Pipeline is held indirectly through our equity method investment in Skelly-Belvieu Pipeline Company, L.L.C.
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(6)
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Our 33.3% ownership interest in the Front Range Pipeline is held indirectly through our equity method investment in Front Range Pipeline LLC.
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(7)
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We own a 55% consolidated interest in the Panola Pipeline through our majority owned subsidiary, Panola Pipeline Company, LLC (“Panola”). On February 16, 2024, an affiliate of Enterprise entered into a definitive agreement to acquire additional equity interests in Panola. For more information, see Note 20 of the Notes to Consolidated Financial Statements under Part II, Item 8 of this annual report.
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(8)
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Our 50% ownership interest in the Promix NGL Gathering System is held indirectly through our equity method investment in K/D/S Promix, L.L.C.
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(9)
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We own an 83.3% consolidated interest in the Tri-States NGL Pipeline through our majority owned subsidiary, Tri-States NGL Pipeline, L.L.C.
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(10)
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Our 45% ownership interest in the Texas Express Gathering System is held indirectly through our equity method investment in Texas Express Gathering LLC.
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(11)
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We proportionately consolidate our 50% undivided interest in a 45-mile segment of the Port Arthur pipelines. The remainder of these NGL pipelines are wholly owned.
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| • |
The
Mid-America Pipeline System
is an NGL pipeline system consisting of the 3,111-mile Rocky Mountain pipeline, the 2,020-mile Conway North pipeline, the 628-mile Ethane-Propane (“EP”) Mix pipeline, and the 2,091-mile Conway South pipeline. The Rocky Mountain pipeline transports mixed NGLs from production fields located in the Rocky Mountain Overthrust and San Juan Basin to the Hobbs NGL hub located on the Texas-New Mexico border. The Conway North segment links the NGL hub at Conway, Kansas to refineries, petrochemical plants and propane markets in the upper Midwest. NGL hubs provide buyers and sellers with a centralized location for the storage and pricing of products, while also providing connections to intrastate and/or interstate pipelines. The EP Mix segment transports EP mix from the Conway hub to petrochemical plants in Iowa and Illinois. The Conway South pipeline connects the Conway hub with Kansas refineries and provides bi-directional transportation of NGLs between the Conway and Hobbs hubs. At the Hobbs NGL hub, the Mid-America Pipeline System interconnects with our Seminole NGL Pipeline and Hobbs NGL fractionation and storage facility. The Mid-America Pipeline System is also connected to 18 non-regulated NGL terminals, 17 of which we own and operate.
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| • |
The
South Texas NGL Pipeline System
is a network of NGL gathering and transportation pipelines located in South Texas that gather and transport mixed NGLs from natural gas processing facilities (owned by either us or third parties) to our NGL fractionators located in South Texas and in Chambers County, Texas. In addition, this system transports purity NGL products from our South Texas NGL fractionators to refineries and petrochemical plants located between Corpus Christi, Texas and Houston, Texas and within the Texas City-Houston area, as well as to interconnects with other NGL pipelines and to our Chambers County storage complex. The South Texas NGL Pipeline System extends our ethane header system from Chambers County, Texas to Corpus Christi, Texas.
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The
Dixie Pipeline
transports propane and other NGLs from locations in southeast Texas, south Louisiana and Mississippi to markets in the southeastern U.S. The Dixie Pipeline operates in seven states: Alabama, Georgia, Louisiana, Mississippi, North Carolina, South Carolina and Texas, and is connected to eight non-regulated propane terminals that we own and operate.
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The Appalachia-to-Texas Express, or
ATEX
, pipeline transports ethane in southbound service from third-party owned NGL fractionation plants located in Ohio, Pennsylvania and West Virginia to our Chambers County storage complex. Ethane originating at these fractionation facilities is sourced from the Marcellus and Utica Shale production areas. ATEX operates in nine states: Arkansas, Illinois, Indiana, Louisiana, Missouri, Ohio, Pennsylvania, Texas and West Virginia.
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The
Chaparral NGL System
transports mixed NGLs from natural gas processing facilities located in West Texas and New Mexico to interconnects with our NGL pipelines, which will have destinations at our facilities in Chambers County, Texas. This system consists of the 901-mile Chaparral Pipeline and the 179-mile Quanah Pipeline. Intrastate transportation services provided on the Chaparral Pipeline are regulated; however, transportation services provided by the Quanah pipeline are not.
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The
Louisiana Pipeline System
is a network of NGL pipelines that transport NGLs originating in Louisiana and Texas to refineries and petrochemical plants located along the Mississippi River corridor in southern Louisiana. This system also provides transportation services for our natural gas processing facilities, NGL fractionators and other assets located in Louisiana.
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The
Seminole NGL Pipeline
transports NGLs from the Hobbs hub and the Permian Basin to markets in southeast Texas, including our Chambers County NGL fractionation complex. NGLs originating on the Mid-America Pipeline System are a significant source of throughput for the Seminole NGL Pipeline.
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| • |
The
Shin Oak NGL Pipeline
transports NGL production from Orla, Texas in the Permian Basin to our Chambers County NGL fractionation and storage complex.
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The
Texas Express Pipeline
extends from Skellytown, Texas to our Chambers County NGL fractionation and storage complex. Mixed NGLs from production fields located in the Rocky Mountains, Permian Basin and Mid-Continent regions are delivered to the Texas Express Pipeline via an interconnect with our Mid-America Pipeline System near Skellytown. In addition, the Texas Express Pipeline transports mixed NGLs gathered by the Texas Express Gathering System. Also, mixed NGLs originating from the Denver-Julesburg (“DJ”) Basin in Colorado are transported to the Texas Express Pipeline using the Front Range Pipeline.
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The
Skelly-Belvieu Pipeline
transports mixed NGLs from Skellytown, Texas to Chambers County, Texas. The Skelly-Belvieu Pipeline receives a significant quantity of NGLs through an interconnect with our Mid-America Pipeline System at Skellytown.
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The
Front Range Pipeline
transports mixed NGLs from natural gas processing facilities located in the DJ Basin in Colorado to an interconnect with our Texas Express Pipeline, Mid-America Pipeline System and other third-party facilities located at Skellytown, Texas.
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The
Houston Ship Channel Pipeline System
connects our Chambers County, Texas assets to our marine terminals on the Houston Ship Channel and to area petrochemical plants, refineries and other pipelines.
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| • |
The
Panola Pipeline
transports mixed NGLs from injection points near Carthage, Texas to Chambers County, Texas and supports the Haynesville and Cotton Valley crude oil and natural gas production areas.
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| • |
The
Rio Grande Pipeline
transports mixed NGLs from near Odessa, Texas to a pipeline interconnect at the Mexican border south of El Paso, Texas.
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The
Aegis Ethane Pipeline
(“Aegis”) delivers purity ethane to petrochemical facilities located along the southeast Texas and Louisiana Gulf Coast. Aegis, when combined with our Enterprise Ethane Pipeline and a portion of our South Texas NGL Pipeline System, forms an ethane header system stretching from Corpus Christi, Texas to the Mississippi River in Louisiana.
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| • |
The
Lou-Tex NGL Pipeline
transports mixed NGLs, purity NGL products and refinery grade propylene (“RGP”) between the Louisiana and Texas markets.
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Net Plant
|
Total Plant
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Ownership
|
Capacity
|
Capacity
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Description of Asset
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Location
|
Interest
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(MBPD)
(1)
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(MBPD)
(2)
|
|
NGL fractionation facilities:
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||||
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Chambers County:
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|
Fracs 1, 2 and 3
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Texas
|
75.0% (3)
|
189
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245
|
|
Fracs 4, 5, 6, 9, 10, 11 and 12
|
Texas
|
100.0%
|
770
|
770
|
|
Fracs 7 and 8
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Texas
|
75.0% (4)
|
128
|
170
|
|
Total Chambers County
|
1,087
|
1,185
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||
|
Shoup and Armstrong
|
Texas
|
100.0%
|
97
|
97
|
|
Hobbs
|
Texas
|
100.0%
|
75
|
75
|
|
Norco
|
Louisiana
|
100.0%
|
75
|
75
|
|
Promix
|
Louisiana
|
50.0% (5)
|
73
|
145
|
|
Tebone
|
Louisiana
|
100.0%
|
30
|
30
|
|
Baton Rouge
|
Louisiana
|
32.2% (6)
|
19
|
60
|
|
Total
|
1,456
|
1,667
|
|
(1)
|
The approximate net plant capacity does not necessarily correspond to our ownership interest in each facility. The capacity is based on a variety of factors such as the level of volumes an owner processes at the facility and contractual arrangements with joint owners.
|
|
(2)
|
Total plant capacity reflects nameplate capacity at our fractionation facilities. Actual fractionation capacity, which may routinely exceed nameplate capacity, can vary based on operating conditions including the composition of the NGLs being processed.
|
|
(3)
|
We proportionately consolidate a 75% undivided interest in these fractionators.
|
|
(4)
|
We own a 75% consolidated equity interest in NGL fractionators 7 and 8 through our majority owned subsidiary, Enterprise EF78 LLC. On February 16, 2024, we acquired the remaining 25% equity interest in Enterprise EF78 LLC. For more information, see Note 20 of the Notes to Consolidated Financial Statements under Part II, Item 8 of this annual report.
|
|
(5)
|
Our 50% ownership interest in the Promix NGL fractionator is held indirectly through our equity method investment in K/D/S Promix, L.L.C.
|
|
(6)
|
Our 32.2% ownership interest in the Baton Rouge fractionator is held indirectly through our equity method investment in Baton Rouge Fractionators LLC.
|
| • |
We own and operate NGL fractionators located in Chambers County, Texas. These fractionators process mixed NGLs from several major NGL supply basins in North America, including the Permian Basin, Rocky Mountains, Eagle Ford Shale, Mid-Continent and San Juan Basin. Our Chambers County NGL fractionators are connected to our network of NGL supply and distribution pipelines, approximately 170 MMBbls of underground salt dome storage capacity, along with access to international markets through our marine terminals located on the Houston Ship Channel.
|
| • |
The
Shoup and Armstrong
NGL fractionators in South Texas process mixed NGLs supplied by regional natural gas processing facilities. Purity NGL products from these fractionators are transported to local markets in the Corpus Christi area and also to Chambers County, Texas using our South Texas NGL Pipeline System.
|
| • |
The
Hobbs
NGL fractionator serves NGL producers in West Texas, New Mexico, Colorado and Wyoming. This fractionator receives mixed NGLs from several major supply basins, including the Mid-Continent, Permian Basin, San Juan Basin and Rocky Mountains. The facility is located at the interconnect of our Mid-America Pipeline System and Seminole NGL Pipeline, thus providing customers access to the Conway hub and Chambers County, Texas.
|
| • |
The
Norco
NGL fractionator receives mixed NGLs from refineries and natural gas processing facilities located in southern Louisiana and along the Mississippi and Alabama Gulf Coast, including our Pascagoula and Venice facilities.
|
|
|
Net Usable
|
||
|
Storage
|
|||
|
Ownership
|
Capacity
|
||
|
Description of Asset
|
Location
|
Interest
|
(MMBbls)
(1)
|
|
Chambers County storage complex
|
Texas
|
100.0%
|
169.5
|
|
Almeda and Markham (2)
|
Texas
|
Leased
|
12.4
|
|
Breaux Bridge, Anse La Butte and Sorrento (3)
|
Louisiana
|
100.0%
|
11.0
|
|
Petal (4)
|
Mississippi
|
100.0%
|
5.4
|
|
Hutchinson (5)
|
Kansas
|
100.0%
|
4.0
|
|
Others (6)
|
Various
|
Various
|
14.4
|
|
Total
|
216.7
|
|
(1)
|
Net usable storage capacity is based on our ownership interest or contractual right-of-use.
|
|
(2)
|
These storage facilities are used in connection with our South Texas NGL Pipeline System.
|
|
(3)
|
These storage facilities are used in connection with our Louisiana Pipeline System.
|
|
(4)
|
This storage facility is used in connection with our Dixie Pipeline.
|
|
(5)
|
This storage facility is used in connection with our Mid-America Pipeline System.
|
|
(6)
|
Primarily consists of operational storage capacity for our major pipeline systems, including the Mid-America Pipeline System, Dixie Pipeline and TE Products Pipeline. We own substantially all of this storage capacity.
|
| • |
The
Enterprise Hydrocarbons Terminal
(“EHT”) provides terminaling services to exporters, marketers, distributors, chemical companies and major integrated oil companies. EHT has extensive waterfront access consisting of eight deep-water ship docks and a barge dock. The terminal can accommodate vessels with up to a 45 foot draft, including Suezmax tankers, which are the largest tankers that can navigate the Houston Ship Channel. We believe that our location on the Houston Ship Channel enables us to handle larger vessels than our competitors because our waterfront has fewer draft and beam (width) restrictions. The size and structure of our waterfront allows us to receive and unload products for our customers and provide terminaling services.
|
| • |
The
Morgan’s Point Ethane Export Terminal
, located on the Houston Ship Channel, has a nameplate loading capacity of approximately 10,000 barrels per hour of fully refrigerated ethane and is the largest of its kind in the world. The terminal supports domestic production of U.S. ethane from shale plays by providing the global petrochemical industry with access to a low-cost feedstock option and opportunities for supply diversification. Ethane volumes handled by the terminal are sourced from our Chambers County NGL fractionation and storage complex. Ethane loading volumes at the terminal averaged 198 MBPD, 168 MBPD and 157 MBPD during the years ended December 31, 2023, 2022 and 2021, respectively.
|
|
|
Operational
|
|||
|
Storage
|
Pipeline
|
|||
|
Ownership
|
Capacity
|
Length
|
||
|
Description of Asset
|
Location(s)
|
Interest
|
(MMBbls)
(2)
|
(Miles)
|
|
Seaway Pipeline (1)
|
Texas, Oklahoma
|
50.0% (3)
|
9.7
|
1,273
|
|
West Texas System (1)
|
Texas, New Mexico
|
100.0%
|
1.7
|
1,081
|
|
Midland-to-ECHO System
|
Texas
|
Various (4)
|
3.7
|
938
|
|
Basin Pipeline (1)
|
Texas, New Mexico, Oklahoma
|
13.0% (5)
|
5.2
|
601
|
|
South Texas Crude Oil Pipeline System
|
Texas
|
100.0%
|
5.6
|
508
|
|
EFS Midstream System
|
Texas
|
100.0%
|
0.3
|
500
|
|
Eagle Ford Crude Oil Pipeline System
|
Texas
|
50.0% (6)
|
4.5
|
390
|
|
Total
|
30.7
|
5,291
|
|
(1)
|
Transportation services provided on these liquids pipelines are regulated, in whole or part, by federal governmental agencies.
|
|
(2)
|
Operational storage capacity amounts presented on a gross basis.
|
|
(3)
|
Our 50% ownership interest in the Seaway Pipeline is held indirectly through our equity method investment in Seaway Crude Holdings LLC (“Seaway”).
|
|
(4)
|
We own an 80% consolidated interest in the 417-mile Midland-to-Sealy section of the Midland-to-ECHO 1 Pipeline through our majority owned subsidiary, Whitethorn Pipeline Company LLC. On February 16, 2024, we acquired the remaining 20% equity interest in Whitethorn Pipeline Company LLC. For more information, see Note 20 of the Notes to Consolidated Financial Statements under Part II, Item 8 of this annual report. Additionally, we proportionately consolidate our 29% undivided interest in the 521-mile Midland-to-Webster pipeline, which we refer to as the Midland-to-ECHO 3 Pipeline.
|
|
(5)
|
We proportionately consolidate our 13% undivided interest in the Basin Pipeline.
|
|
(6)
|
Our 50% ownership interest in the Eagle Ford Crude Oil Pipeline System is held indirectly through our equity method investment in Eagle Ford Pipeline LLC.
|
| • |
The
Midland-
to-ECHO System
supports Permian Basin crude oil production by providing producers and other shippers with transportation solutions that are both cost-efficient and operationally flexible. After aggregating crude at our Midland terminal, the system has the capability to transport multiple grades of crude oil, including West Texas Intermediate (“WTI”), WTI light
sweet crude oil (“West Texas Light”), West Texas Sour, and condensate, to our Enterprise Crude Houston (“ECHO”) storage terminal (using batched shipments to safeguard crude quality) for further delivery to markets along the Gulf Coast. Using the ECHO terminal, shippers on the Midland-to-ECHO System have access to every refinery in Houston, Texas City, Beaumont and Port Arthur, Texas, as well as our crude oil export terminal facilities.
|
| • |
The
Seaway Pipeline
connects the Cushing, Oklahoma crude oil hub with markets in southeast Texas. The Seaway Pipeline is comprised of the Longhaul System, the Freeport System and the Texas City System. The Cushing hub is an industry trading hub and price settlement point for WTI crude oil on the New York Mercantile Exchange (“NYMEX”).
|
| • |
The
West Texas System
connects crude oil gathering systems in West Texas and southeast New Mexico to our terminal facility located in Midland, Texas. The West Texas System, including the Loving County pipeline, is a key part of our strategic crude oil aggregation program designed to support Permian Basin producers with a transport capacity over 600 MBPD. At Midland, shippers have access to storage and terminal services, as well as connectivity to multiple transportation alternatives such as trucking and pipeline infrastructure that offer access to various downstream markets, including the Gulf Coast.
|
| • |
The
Basin Pipeline
transports crude oil from the Permian Basin in West Texas and southern New Mexico to the Cushing hub.
|
| • |
The
EFS Midstream System
serves producers in the Eagle Ford Shale by providing condensate gathering and processing services as well as gathering, treating and compression services for associated natural gas. The EFS Midstream System includes 500 miles of gathering pipelines, 11 central gathering plants having a combined condensate storage capacity of 0.3 MMBbls, 201 MBPD of condensate stabilization capacity and 1.0 Bcf/d of associated natural gas treating capacity.
|
| • |
The
South Texas Crude Oil Pipeline System
has the capacity to transport approximately 450 MBPD of crude oil and condensate originating in South Texas to customers in the Houston area. This system includes storage terminal assets located at Lyssy, Milton, Marshall and Sealy, Texas. The South Texas Crude Oil Pipeline System also includes our Rancho II pipeline, which extends 89-miles from the Sealy terminal to our ECHO terminal. From ECHO, we have connectivity to refinery customers and our marine terminals along the Texas Gulf Coast.
|
| • |
The
Eagle Ford Crude Oil Pipeline System
transports crude oil and condensate for producers in South Texas. The system, which is effectively looped and has a capacity to transport over 600 MBPD of light and medium grades of crude oil, consists of 390 miles of crude oil and condensate pipelines originating in Gardendale, Texas and extending to Corpus Christi, Texas. The system interconnects with our South Texas Crude Oil Pipeline System in Wilson County, Texas and our Corpus Christi marine terminal.
|
|
|
Number of
|
Net Storage
|
||
|
Ownership
|
Above-Ground
|
Capacity
|
||
|
Description of Asset
|
Location
|
Interest
|
Tanks in Service
|
(MMBbls)
|
|
EHT (crude oil)
|
Texas
|
100.0%
|
81
|
24.0
|
|
ECHO (1)
|
Texas
|
100.0%
|
15
|
6.6
|
|
Midland (2)
|
Texas
|
100.0%
|
13
|
5.2
|
|
Beaumont Marine West
|
Texas
|
100.0%
|
12
|
4.2
|
|
Cushing
|
Oklahoma
|
100.0%
|
19
|
3.5
|
|
Corpus Christi
|
Texas
|
50.0% (3)
|
4
|
0.7
|
|
Total
|
144
|
44.2
|
|
(1)
|
Number of tanks and storage capacity excludes three tanks that are used in the operation of our Midland-to-ECHO 1 pipeline and three tanks owned by Seaway.
|
|
(2)
|
Number of tanks and storage capacity excludes three tanks that are used in the operation of our Midland-to-ECHO 1 pipeline.
|
|
(3)
|
Our 50% ownership interest in the terminal is held indirectly through our equity method investment in Eagle Ford Terminals Corpus Christi LLC.
|
| • |
The
EHT
marine terminal located on the Houston Ship Channel includes export assets capable of loading up to 2.9 MMBPD, or 88 MMBbls per month, of crude oil. The crude oil terminal at EHT represents one of the largest such facilities on the Gulf Coast. As noted previously, EHT can accommodate vessels with up to a 45-foot draft, including Suezmax tankers, which are the largest tankers that can navigate the Houston Ship Channel.
|
| • |
The
ECHO
terminal is located in Houston, Texas and provides storage customers with access to major refineries located in the Houston, Texas City and Beaumont/Port Arthur areas. Beginning in March 2022, the ECHO terminal became one of two physical delivery points for the Midland WTI American Gulf Coast futures contract (“HOU”) traded on the Intercontinental Exchange (“ICE”). ECHO also has connections to marine terminals, including EHT, that provide access to any refinery on the U.S. Gulf Coast and international markets.
|
| • |
The
Beaumont Marine West
terminal is located on the Neches River near Beaumont, Texas. This terminal includes three deep-water docks and one barge dock that facilitate the exporting and importing of crude oil and related products.
|
| • |
The
Cushing
terminal is located at the Cushing hub in Oklahoma and provides crude oil storage, pumpover and trade documentation services. This terminal is one of the origination points for our Seaway Pipeline.
|
| • |
The
Midland
terminal provides crude oil storage, pumpover and trade documentation services. The Midland terminal is the origination point for our Midland-to-ECHO pipelines.
|
| • |
The
Corpus Christi
terminal, located in Corpus Christi, Texas, is capable of loading ocean-going vessels with either crude oil or condensate. The terminal includes one deep-water ship dock and serves Eagle Ford Shale and Permian Basin producers through a connection with our Eagle Ford Crude Oil Pipeline System.
|
|
|
Net Capacity
(1)
|
|||||
|
Pipeline
|
Pipeline
|
Natural Gas
|
Usable
|
|||
|
Ownership
|
Length
|
Capacity
|
Treating
|
Storage
|
||
|
Description of Asset
|
Location(s)
|
Interest
|
(Miles)
|
(MMcf/d)
|
(MMcf/d)
|
(Bcf)
|
|
Texas Intrastate System (2)
|
Texas
|
Various (5)
|
6,719
|
7,328
|
–
|
12.9
|
|
Acadian Gas System (2)
|
Louisiana
|
100.0% (6)
|
1,409
|
4,825
|
–
|
1.2
|
|
Jonah Gathering System
|
Wyoming
|
100.0%
|
786
|
2,360
|
–
|
–
|
|
Delaware Basin Gathering System
|
Texas, New Mexico
|
100.0%
|
1,772
|
2,300
|
–
|
–
|
|
Midland Basin Gathering System
|
Texas
|
100.0%
|
1,818
|
1,900
|
–
|
–
|
|
Piceance Basin Gathering System
|
Colorado
|
100.0%
|
195
|
1,800
|
–
|
–
|
|
White River Hub (3)
|
Colorado
|
50.0% (7)
|
10
|
1,500
|
–
|
–
|
|
BTA Gathering System (4)
|
Texas
|
100.0% (8)
|
804
|
1,420
|
240
|
–
|
|
Haynesville Gathering System
|
Louisiana, Texas
|
100.0%
|
364
|
1,300
|
810
|
–
|
|
San Juan Gathering System
|
New Mexico, Colorado
|
100.0%
|
5,568
|
1,200
|
–
|
–
|
|
Indian Springs Gathering System (4)
|
Texas
|
80.0% (9)
|
145
|
160
|
–
|
–
|
|
Delmita Gathering System
|
Texas
|
100.0%
|
201
|
145
|
–
|
–
|
|
South Texas Gathering System
|
Texas
|
100.0%
|
524
|
143
|
320
|
–
|
|
Old Ocean Pipeline
|
Texas
|
50.0% (10)
|
240
|
80
|
–
|
–
|
|
Big Thicket Gathering System (4)
|
Texas
|
100.0%
|
234
|
60
|
–
|
–
|
|
Central Treating Facility
|
Colorado
|
100.0%
|
–
|
–
|
200
|
–
|
|
Total
|
20,789
|
26,521
|
1,570
|
14.1
|
||
|
(1)
|
Net capacity amounts are based on our ownership interest or contractual right-of-use.
|
|
(2)
|
Transportation services provided on these pipeline systems, in whole or part, are regulated by both federal and state governmental agencies.
|
|
(3)
|
Services provided by the White River Hub are regulated by federal governmental agencies.
|
|
(4)
|
Transportation services provided on these systems are regulated in part by state governmental agencies.
|
|
(5)
|
We proportionately consolidate our undivided interests, which range from 22% to 80%, in 1,469 miles of the Texas Intrastate System. The Texas Intrastate System also includes our Wilson natural gas storage facility, which consists of a network of owned underground salt dome storage caverns located in Wharton County, Texas with an aggregate 12.9 Bcf of usable storage capacity.
|
|
(6)
|
The Acadian Gas System includes a leased 1.2 Bcf underground salt dome natural gas storage cavern located at Napoleonville, Louisiana.
|
|
(7)
|
Our 50% ownership interest in White River Hub is held indirectly through our equity method investment in White River Hub, LLC.
|
|
(8)
|
This system includes approximately 56 miles of leased pipelines.
|
|
(9)
|
We proportionately consolidate our 80% undivided interest in the Indian Springs Gathering System.
|
|
(10)
|
Our 50% ownership interest in the Old Ocean Pipeline is held indirectly through our equity method investment in Old Ocean Pipeline, LLC.
|
| • |
The
Texas Intrastate System
is comprised of the 6,071-mile Enterprise Texas pipeline system and the 648-mile Channel pipeline system. The Texas Intrastate System gathers, transports and stores natural gas from supply basins in Texas including the Permian Basin and Eagle Ford and Barnett Shales for delivery to local gas distribution companies, electric utility plants and industrial and municipal consumers. The system is also connected to regional natural gas processing facilities and other intrastate and interstate pipelines. The Texas Intrastate System serves a number of commercial markets in Texas, including Corpus Christi, San Antonio/Austin, Beaumont/Orange and Houston, including the Houston Ship Channel industrial market.
|
| • |
The
Acadian Gas System
transports, stores and markets natural gas in Louisiana. The Acadian Gas System is comprised of the 1,006-mile Acadian pipeline, 292-mile Acadian Haynesville Extension pipeline, 83-mile Gillis Lateral pipeline and 28-mile Enterprise Pelican pipeline. The Acadian Gas System links natural gas supplies from Louisiana (e.g., from the Haynesville Shale supply basin) and offshore Gulf of Mexico developments with local gas distribution companies, electric utility plants and industrial customers located primarily in the Baton Rouge/New Orleans/Mississippi River corridor. Additionally, the Acadian Gas System delivers natural gas production from the Haynesville Shale to the liquefied natural gas (“LNG”) markets in South Louisiana via the Gillis Lateral pipeline.
|
| • |
The
Jonah Gathering System
is located in the Greater Green River Basin of southwest Wyoming. This system gathers natural gas from the Jonah and Pinedale supply fields for delivery to regional natural gas processing facilities, including our Pioneer facility.
|
| • |
The
Piceance Basin Gathering System
gathers natural gas produced from the Piceance Basin in northwestern Colorado to our Meeker natural gas processing facility.
|
| • |
The
Midland Basin Gathering System
, which is located in West Texas, gathers natural gas from the Midland Basin for delivery to our Midland Basin processing facility. We acquired this system in February 2022, along with our Midland Basin processing facility. For more information regarding this acquisition, see Note 12 of the Notes to Consolidated Financial Statements under Part II, Item 8 of this annual report.
|
| • |
The
Delaware Basin Gathering System
is comprised of the 1,130-mile Carlsbad pipeline system, the 585-mile Waha pipeline system, the 34-mile Orla pipeline system and the 23-mile Mentone pipeline system. The Delaware Basin Gathering System gathers natural gas from the Delaware Basin for delivery to regional natural gas processing facilities, including our Delaware Basin natural gas processing facility, and delivers residue and treated natural gas into our Texas Intrastate System and third-party pipelines.
|
| • |
The
White River Hub
is a natural gas hub facility serving producers in the Piceance Basin. The facility enables producers to access six interstate natural gas pipelines and has a gross throughput capacity of 3 Bcf/d of natural gas.
|
| • |
The
BTA Gathering System
, which is located in East Texas, gathers and treats natural gas from the Haynesville Shale and Bossier, Cotton Valley and Travis Peak formations. This system includes our Fairplay Gathering System.
|
| • |
The
Haynesville Gathering System
gathers and treats natural gas produced from the Haynesville and Bossier Shale supply basins and the Cotton Valley and Taylor Sand formations in Louisiana and eastern Texas for delivery to regional markets, including (through an interconnect with the Acadian Haynesville Extension pipeline) markets served by our Acadian Gas System.
|
| • |
The
San Juan Gathering System
gathers and treats natural gas produced from the San Juan Basin in northern New Mexico and southern Colorado and delivers the natural gas either directly into interstate pipelines or to regional natural gas plants, including our Chaco facility, for processing prior to being transported on interstate pipelines.
|
| • |
The
Indian Springs Gathering System
, along with the
Big Thicket Gathering System
, gather natural gas from the Woodbine, Wilcox and Yegua production areas in East Texas.
|
| • |
The
Delmita Gathering System
gathers natural gas from the Frio-Vicksburg formation in South Texas for delivery to our South Texas natural gas processing facilities.
|
| • |
The
South Texas Gathering System
gathers natural gas from the Olmos and Wilcox formations for delivery to our South Texas natural gas processing facilities.
|
| • |
The
Old Ocean Pipeline
transports natural gas from an injection point on our Texas Intrastate System near Maypearl, Texas for delivery to a pipeline interconnect at Sweeny, Texas. A third party serves as operator of the pipeline, which has a gross natural gas transportation capacity of 160 MMcf/d.
|
| • |
The
Central Treating Facility
is located in Rio Blanco County, Colorado and serves producers in the Piceance Basin. Natural gas delivered to the treating facility is treated to remove impurities and transported to our Meeker processing trains for further processing.
|
| • |
propylene production facilities, which include propylene fractionation units and PDH facilities, and related pipelines and marketing activities;
|
| • |
butane isomerization complex and related DIB operations;
|
| • |
octane enhancement, iBDH and HPIB production facilities;
|
| • |
refined products pipelines, terminals and related marketing activities;
|
| • |
an ethylene export terminal and related operations; and
|
| • |
marine transportation business.
|
|
|
Net Plant
|
Total Plant
|
||
|
Ownership
|
Capacity
|
Capacity
|
||
|
Description of Asset
|
Location
|
Interest
|
(MBPD)
|
(MBPD)
|
|
Propylene fractionation facilities:
|
||||
|
Chambers County (six units)
|
Texas
|
Various (1)
|
82
|
95
|
|
BRPC (one unit)
|
Louisiana
|
30.0% (2)
|
7
|
23
|
|
Total
|
89
|
118
|
||
|
PDH facilities:
|
||||
|
PDH 1
|
Texas
|
100.0%
|
25
|
25
|
|
PDH 2
|
Texas
|
100.0%
|
25
|
25
|
|
Total
|
50
|
50
|
|
(1)
|
We proportionately consolidate a 66.7% undivided interest in three of the propylene splitters, which have an aggregate 40 MBPD of total plant capacity. The remaining three propylene fractionation units are wholly owned.
|
|
(2)
|
Our 30% ownership interest in the BRPC facility is held indirectly through our equity method investment in Baton Rouge Propylene Concentrator LLC (“BRPC”).
|
|
|
Ownership
|
Length
|
|
|
Description of Asset
|
Location(s)
|
Interest
|
(Miles)
|
|
Texas RGP Gathering System
|
Texas
|
100.0%
|
708
|
|
Lou-Tex Propylene Pipeline
|
Texas, Louisiana
|
100.0%
|
267
|
|
North Dean Pipeline System
|
Texas
|
100.0%
|
254
|
|
Propylene Splitter PGP Distribution System
|
Texas
|
100.0%
|
152
|
|
Taurus Pipeline
|
Texas
|
70.0% (1)
|
115
|
|
Louisiana RGP Gathering System
|
Louisiana
|
100.0%
|
63
|
|
Lake Charles PGP Pipeline
|
Texas, Louisiana
|
50.0% (2)
|
27
|
|
Sabine Pipeline
|
Texas, Louisiana
|
100.0%
|
24
|
|
La Porte PGP Pipeline
|
Texas
|
80.0% (3)
|
20
|
|
Total
|
1,630
|
|
(1)
|
We own a 70% consolidated interest in the Taurus Pipeline through our majority owned subsidiary Steor LLC.
|
|
(2)
|
We proportionately consolidate our 50% undivided interest in the Lake Charles PGP Pipeline.
|
|
(3)
|
We own an 80% consolidated interest in the La Porte PGP Pipeline through our majority owned subsidiaries, La Porte Pipeline Company, L.P. and La Porte Pipeline GP, L.L.C.
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
2023
|
2022
|
2021
|
||||||||||
|
Refined products transportation (MBPD)
|
502
|
447
|
464
|
|||||||||
|
Petrochemical transportation (MBPD)
|
–
|
–
|
170
|
|||||||||
|
NGL transportation (MBPD)
|
51
|
56
|
52
|
|||||||||
| • |
Our operations along the Gulf Coast, including those at our Chambers County complex, may be affected by weather events such as hurricanes and tropical storms, which generally arise during the summer and fall months.
|
| • |
Residential demand for natural gas typically peaks during the winter months in connection with heating needs and during the summer months for power generation for air conditioning. These seasonal trends affect throughput volumes on our natural gas pipelines and associated natural gas storage levels and marketing results.
|
| • |
Residential demand for propane typically peaks during the winter months in connection with heating needs in rural areas. These seasonal trends can affect throughput volumes on our TE Products Pipeline, Dixie Pipeline and Mid-America Pipeline System and associated terminals.
|
| • |
Due to increased demand for fuel additives used in the production of motor gasoline, our isomerization and octane enhancement businesses experience higher levels of demand during the summer driving season, which typically occurs in the spring and summer months. Likewise, shipments of refined products and normal butane experience similar changes in demand due to their use in motor fuels.
|
| • |
Extreme temperatures and ice during the winter months can negatively impact our gas processing assets as they may experience freeze offs. In addition, these conditions can negatively affect our trucking and inland marine operations on the upper Mississippi and Illinois rivers.
|
| • |
The impact of a global public health crisis or foreign conflict on global oil and gas markets may have material adverse consequences for general economic, financial and business conditions, and could materially and adversely affect our business, financial condition, results of operations and liquidity and those of our customers, suppliers and other counterparties.
|
| • |
Changes in price levels could negatively impact our revenue, our expenses, or both, which could adversely affect our business.
|
| • |
Changes in demand for and prices and production of hydrocarbon products could have a material adverse effect on our financial position, results of operations and cash flows.
|
| • |
Our debt level may limit our future financial and operating flexibility.
|
| • |
We may not be able to fully execute our growth strategy if we encounter illiquid capital markets or increased competition for investment opportunities.
|
| • |
Our construction of new assets is subject to operational, regulatory, environmental, political, geopolitical, legal and economic risks, which may result in delays, increased costs or decreased cash flows.
|
| • |
Several of our assets have been in service for many years and require significant expenditures to maintain them. As a result, an increase in future maintenance or repair costs or delays in completing necessary maintenance or repair activities could have a material adverse effect on our financial position, results of operations and cash flows.
|
| • |
The inability to continue to access lands owned by third parties and governmental bodies could adversely affect our operations and have a material adverse effect on our financial position, results of operations and cash flows.
|
| • |
Our growth strategy may adversely affect our results of operations if we do not successfully integrate and manage the businesses that we acquire or if we substantially increase our indebtedness and contingent liabilities to make acquisitions.
|
| • |
A natural disaster, catastrophe, terrorist attack or other extraordinary event could result in severe personal injury, property damage and environmental damage, which could curtail our operations and have a material adverse effect on our financial position, results of operations and cash flows.
|
| • |
A cyber-attack on our information technology (“IT”) or operational technology (“OT”) systems could affect our business and assets, and have a material adverse effect on our financial position, results of operations and cash flows.
|
| • |
Our business requires extensive credit risk management that may not be adequate to protect against customer nonpayment.
|
| • |
The use of derivative financial instruments could result in material financial losses by us.
|
| • |
Our risk management policies cannot eliminate all commodity price risks. In addition, any noncompliance with our risk management policies could result in significant financial losses.
|
| • |
Federal, state or local regulatory measures (including those related to climate, environmental, health, safety and pipeline integrity matters) could have a material adverse effect on our financial position, results of operations and cash flows.
|
| • |
The rates of our regulated assets are subject to review and possible adjustment by federal and state regulators, which could adversely affect our revenues.
|
| • |
Our standalone operating cash flow is derived primarily from cash distributions we receive from EPO.
|
| • |
Changes in management’s estimates and assumptions may have a material impact on our financial statements and financial performance.
|
| • |
We may not have sufficient operating cash flows to pay cash distributions at the current level following establishment of cash reserves and payments of fees and expenses.
|
| • |
Our general partner and its affiliates have limited fiduciary responsibilities to, and conflicts of interest with respect to, our partnership, which may permit it to favor its own interests to your detriment.
|
| • |
Unitholders have limited voting rights and are not entitled to elect our general partner or its directors. In addition, even if unitholders are dissatisfied, they cannot easily remove our general partner.
|
| • |
Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our common units.
|
| • |
Our general partner has a limited call right that may require common unitholders to sell their common units at an undesirable time or price.
|
| • |
Our common unitholders may not have limited liability if a court finds that limited partner actions constitute control of our business.
|
| • |
Unitholders may have a liability to repay distributions.
|
| • |
Our general partner’s interest in us and the control of our general partner may be transferred to a third party without unitholder consent.
|
| • |
Our tax treatment depends on our status as a partnership for federal income tax purposes, which could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.
|
| • |
A successful IRS contest of the federal income tax positions we take and certain valuation methodologies we adopt in determining a unitholder’s allocation of income, gain, loss and deductions may adversely impact the market for our common units and the cost of any IRS contest will reduce our cash available for distribution to unitholders.
|
| • |
If the IRS makes audit adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us, in which case we would pay the taxes directly to the IRS and our cash available for distribution to our unitholders might be substantially reduced.
|
| • |
Our unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us.
|
| • |
Tax gains or losses on the disposition of our common units could be more or less than expected.
|
| • |
We treat each purchaser of our common units as having the same tax benefits without regard to the common units purchased. The IRS may challenge this treatment, which could adversely affect the value of our common units.
|
| • |
Our common unitholders will likely be subject to state and local taxes and return filing requirements in states where they do not live as a result of an investment in our common units.
|
| • |
a substantial portion of our cash flow could be dedicated to the payment of principal and interest on our future debt and may not be available for other purposes, including the payment of distributions on our common units and for capital investments;
|
| • |
credit rating agencies may take a negative view of the energy sector or our consolidated debt level;
|
| • |
covenants contained in our existing and future credit and debt agreements will require us to continue to meet financial tests that may adversely affect our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;
|
| • |
our ability to obtain additional financing, if necessary, for working capital, capital investments, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
|
| • |
we may be at a competitive disadvantage relative to similar companies that have less debt; and
|
| • |
we may be more vulnerable to adverse economic and industry conditions as a result of our significant debt level.
|
| • |
we may be unable to complete construction projects on schedule or at the budgeted cost due to the unavailability of required construction personnel, the unavailability of or delays in obtaining necessary materials as a result of supply chain disruptions (including those caused by public health emergency restrictions or geopolitical events, such as the Russian invasion of Ukraine or ongoing conflicts in the Middle East), accidents, weather conditions or an inability to obtain necessary permits;
|
| • |
we will not receive any material increase in operating cash flows until the project is completed, even though we may have expended considerable funds during the construction phase, which may be prolonged;
|
| • |
we may construct facilities to capture anticipated future production growth in a region in which such growth does not materialize;
|
| • |
since we are not engaged in the exploration for and development of crude oil or natural gas reserves, we may not have access to third-party estimates of reserves in an area prior to our constructing facilities in the area. As a result, we may construct facilities in an area where the reserves are materially lower than we anticipate;
|
| • |
in those situations where we do rely on third-party reserve estimates in making a decision to construct assets, these estimates may prove inaccurate;
|
| • |
the completion or success of our construction project may depend on the completion of a third-party construction project (e.g., a downstream crude oil refinery expansion or construction of a new petrochemical facility) that we do not control and that may be subject to numerous of its own potential risks, delays and complexities; and
|
| • |
we may be unable to obtain rights-of-way to construct additional pipelines or the cost to do so may be uneconomical.
|
| • |
difficulties in the assimilation of the operations, technologies, services and products of the acquired assets or businesses;
|
| • |
establishing the internal controls and procedures we are required to maintain under the Sarbanes-Oxley Act of 2002;
|
| • |
managing relationships with new joint venture partners with whom we have not previously partnered;
|
| • |
experiencing unforeseen operational interruptions or the loss of key employees, customers or suppliers;
|
| • |
inefficiencies and complexities that can arise because of unfamiliarity with new assets and the businesses associated with them, including with their markets; and
|
| • |
diversion of the attention of management and other personnel from day-to-day business to the development or acquisition of new businesses and other business opportunities.
|
| • |
neither our partnership agreement nor any other agreement requires our general partner or EPCO to pursue a business strategy that favors us;
|
| • |
decisions of our general partner regarding the amount and timing of asset purchases and sales, cash expenditures, borrowings, issuances of additional units, and the establishment of additional reserves in any quarter may affect the level of cash available to pay quarterly distributions to our unitholders;
|
| • |
under our partnership agreement, our general partner determines which costs incurred by it and its affiliates are reimbursable by us;
|
| • |
our general partner is allowed to resolve any conflicts of interest involving us and our general partner and its affiliates, and may take into account the interests of parties other than us, such as EPCO, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders;
|
| • |
any resolution of a conflict of interest by our general partner not made in bad faith and that is fair and reasonable to us is binding on the partners and is not a breach of our partnership agreement;
|
| • |
affiliates of our general partner may compete with us in certain circumstances;
|
| • |
our general partner has limited its liability and reduced its fiduciary duties and has also restricted the remedies available to our unitholders for actions that might, without the limitations, constitute breaches of fiduciary duty. As a result of purchasing our units, you are deemed to consent to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable law;
|
| • |
we do not have any employees and we rely solely on employees of EPCO and its affiliates;
|
| • |
in some instances, our general partner may cause us to borrow funds in order to permit the payment of distributions;
|
| • |
our general partner may cause us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;
|
| • |
our general partner intends to limit its liability regarding our contractual and other obligations and, in some circumstances, may be entitled to be indemnified by us;
|
| • |
our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates; and
|
| • |
our general partner decides whether to retain separate counsel, accountants or others to perform services for us.
|
|
While we currently believe that our classification as a partnership for federal income tax purposes continues to provide a net benefit for our unitholders, should we continue to see (i) additional publicly traded partnerships elect to be taxed as corporations, which could result in a further decrease in the total market capitalization of the publicly traded partnership sector, (ii) lower demand for equity capital in the publicly traded partnership sector, (iii) the absence of a historic premium in the market valuation of publicly traded partnerships compared to midstream energy companies taxed as corporations (or if we see any discount in the valuation of our partnership compared to such companies), or (iv) a combination thereof that results in a material difference in our cost of capital or limits our access to capital, the board of directors of our general partner may determine it is in our unitholders’ best interest to change our classification as a partnership for federal income tax purposes. Should the general partner recommend that we change our tax classification, such change would be subject to the approval of our common unitholders.
|
|
•
|
In June 2019, we received a Notice of Violation from the U.S. Environmental Protection Agency (“EPA”) in connection with regulatory requirements applicable to facilities that we operate near Baton Rouge, Louisiana.
|
|
•
|
In July 2021, we received a civil penalty demand from the U.S. Department of Justice and the State of Colorado regarding alleged violations of hydrocarbon leak detection and repair regulations applicable to our Meeker gas processing plant in Colorado.
|
|
•
|
In August 2022, we received a Notice of Violation from the U.S. EPA alleging that gasoline at two of our refined products terminals in Texas had exceeded certain Clean Air Act-related standards during two past regulatory control periods.
|
|
•
|
In August 2022, we received two Notices of Enforcement from the Texas Commission on Environmental Quality for alleged exceedances of air permit emission limits at our PDH 1 and iBDH facilities in Texas.
|
|
Period
|
Total Number
of Units
Purchased
|
Average
Price Paid
per Unit
|
Total Number
Of Units
Purchased
as Part of
2019 Buyback
Program
|
Remaining
Dollar Amount
of Units That May
Be Purchased
Under the 2019 Buyback Program
($ thousands)
|
||||||||||||
|
2019 Buyback Program: (1)
|
||||||||||||||||
|
October 2023
|
–
|
$
|
–
|
–
|
$
|
1,177,244
|
||||||||||
|
November 2023
|
2,867,527
|
$
|
26.14
|
2,867,527
|
$
|
1,102,297
|
||||||||||
|
December 2023
|
784,303
|
$
|
26.28
|
784,303
|
$
|
1,081,686
|
||||||||||
|
Vesting of phantom unit awards:
|
||||||||||||||||
|
November
2023 (2)
|
6,197
|
$
|
25.98
|
n/a
|
n/a
|
|||||||||||
|
(1)
|
In January 2019, we announced the 2019 Buyback Program, which authorized the repurchase of up to $2 billion of EPD’s common units. Units repurchased under this program are cancelled immediately upon acquisition.
|
|
(2)
|
Of the
24,262
phantom unit awards that vested in
November
2023 and converted to common units,
6,197
units were sold back to us by employees to cover related withholding tax requirements. These repurchases are not part of any announced program. We cancelled these units immediately upon acquisition.
|
|
/d
|
=
|
per day
|
MMBPD
|
=
|
million barrels per day
|
|
BBtus
|
=
|
billion British thermal units
|
MMBtus
|
=
|
million British thermal units
|
|
Bcf
|
=
|
billion cubic feet
|
MMcf
|
=
|
million cubic feet
|
|
BPD
|
=
|
barrels per day
|
MWac
|
=
|
megawatts, alternating current
|
|
MBPD
|
=
|
thousand barrels per day
|
MWdc
|
=
|
megawatts, direct current
|
|
MMBbls
|
=
|
million barrels
|
TBtus
|
=
|
trillion British thermal units
|
| • |
natural gas gathering, treating, processing, transportation and storage;
|
| • |
NGL transportation, fractionation, storage, and marine terminals (including those used to export liquefied petroleum gases (“LPG”) and ethane);
|
| • |
crude oil gathering, transportation, storage, and marine terminals;
|
| • |
propylene production facilities (including propane dehydrogenation (“PDH”) facilities), butane isomerization, octane enhancement, isobutane dehydrogenation (“iBDH”) and high purity isobutylene (“HPIB”) production facilities;
|
| • |
petrochemical and refined products transportation, storage, and marine terminals (including those used to export ethylene and polymer grade propylene (“PGP”)); and
|
| • |
a marine transportation business that operates on key U.S. inland and intracoastal waterway systems.
|
|
•
|
Our Assets – Our employees find innovative ways to optimize our large, integrated and diversified asset base to provide incremental services to customers and to respond to market opportunities. Additional production volumes could lead to higher demand for processing, transportation, fractionation and terminaling services. Storage services provide valuable flexibility for customers seeking to balance supply and demand while also allowing us to capture valuable contango and other marketing opportunities should they arise. U.S. energy and feedstock advantages position our assets well to compete globally for incremental production and processing volumes. To the extent a rising operating cost environment impacts our results, there are typically offsetting benefits either inherent in our business or that result from other steps we take proactively to reduce the impact of inflation on our net operating results. These benefits include revenue rate escalations based on inflation factors, fuel and electricity rebills or surcharges, and increased volumetric throughput often achieved during periods of higher commodity prices.
|
|
•
|
Our Quality Customers – We have contracted with a large number of quality customers in order to achieve revenue diversification. In 2023, our top 200 largest customers represented 95.9% of our consolidated revenues. Based on their respective year-end 2023 debt ratings, 88.9% of the revenues from our top 200 customers came from companies who were either investment grade rated or backed by letters of credit. Additionally, less than 3% of our top 200 customers were attributable to sub-investment grade companies or non-rated upstream producers.
|
|
•
|
Our Balance Sheet and Liquidity – We currently maintain investment grade credit ratings on EPO’s long-term senior unsecured debt of A-, A3 and A- from Standard and Poor’s, Moody’s and Fitch Ratings, respectively. Based on current market conditions, we believe that we have sufficient consolidated liquidity as of December 31, 2023, which was comprised of $3.75 billion of available borrowing capacity under EPO’s revolving credit facilities and $180 million of unrestricted cash on hand. As of December 31, 2023, approximately 96.4% of our debt portfolio is fixed-rate debt at a weighted-average cost of 4.6% and weighted-average maturity of 19 years.
|
|
•
|
Our Access to Capital Markets – EPO successfully issued $2.0 billion in aggregate principal amount of senior notes in January 2024. Based on current conditions, we believe that we will have sufficient liquidity and/or access to debt capital markets to fund our operations, capital investments and the remaining principal amount of senior notes maturing in 2024 and beyond.
|
| • |
the Bahia NGL Pipeline (first half of 2025);
|
| • |
a natural gas processing train at our Mentone West location in the Delaware Basin (second half of 2025);
|
| • |
an eighth natural gas processing train (“Orion”) in the Midland Basin (second half of 2025); and
|
| • |
an NGL fractionator (“Frac 14”) and an associated deisobutanizer (“DIB”) unit in Chambers County, TX (second half of 2025)
|
|
In July 2023, we placed into service our sixth Midland Basin natural gas processing train (“Poseidon”), which is located in Glasscock County, Texas. Poseidon has a nameplate capacity of 300 MMcf/d and can extract more than 40 MBPD of NGLs. Supported by long-term acreage dedication agreements, Poseidon will support Permian Basin producers as they meet growing demand in the U.S. and internationally.
|
|
|
Polymer
|
Refinery
|
Indicative Gas
|
||||||
|
Natural
|
Normal
|
Natural
|
Grade
|
Grade
|
Processing
|
||||
|
Gas,
|
Ethane,
|
Propane,
|
Butane,
|
Isobutane,
|
Gasoline,
|
Propylene,
|
Propylene,
|
Gross Spread
|
|
|
$/MMBtu
|
$/gallon
|
$/gallon
|
$/gallon
|
$/gallon
|
$/gallon
|
$/pound
|
$/pound
|
$/gallon
|
|
|
(1)
|
(2)
|
(2)
|
(2)
|
(2)
|
(2)
|
(3)
|
(3)
|
(4)
|
|
|
2022 by quarter:
|
|||||||||
|
1st Quarter
|
$4.96
|
$0.40
|
$1.30
|
$1.59
|
$1.60
|
$2.21
|
$0.63
|
$0.39
|
$0.55
|
|
2nd Quarter
|
$7.17
|
$0.59
|
$1.24
|
$1.50
|
$1.68
|
$2.17
|
$0.61
|
$0.40
|
$0.46
|
|
3rd Quarter
|
$8.20
|
$0.55
|
$1.08
|
$1.19
|
$1.44
|
$1.72
|
$0.47
|
$0.28
|
$0.26
|
|
4th Quarter
|
$6.26
|
$0.39
|
$0.79
|
$0.97
|
$1.03
|
$1.54
|
$0.32
|
$0.18
|
$0.17
|
|
2022 Averages
|
$6.65
|
$0.48
|
$1.10
|
$1.31
|
$1.44
|
$1.91
|
$0.51
|
$0.31
|
$0.36
|
|
2023 by quarter:
|
|||||||||
|
1st Quarter
|
$3.44
|
$0.25
|
$0.82
|
$1.11
|
$1.16
|
$1.62
|
$0.50
|
$0.22
|
$0.37
|
|
2nd Quarter
|
$2.09
|
$0.21
|
$0.67
|
$0.78
|
$0.84
|
$1.44
|
$0.40
|
$0.21
|
$0.37
|
|
3rd Quarter
|
$2.54
|
$0.30
|
$0.68
|
$0.83
|
$0.94
|
$1.55
|
$0.36
|
$0.15
|
$0.40
|
|
4th Quarter
|
$2.88
|
$0.23
|
$0.67
|
$0.91
|
$1.07
|
$1.48
|
$0.46
|
$0.17
|
$0.33
|
|
2023 Averages
|
$2.74
|
$0.25
|
$0.71
|
$0.91
|
$1.00
|
$1.52
|
$0.43
|
$0.19
|
$0.37
|
|
(1)
|
Natural gas prices are based on Henry-Hub Inside FERC commercial index prices as reported by Platts
, which is a division of S&P Global, Inc.
|
|
(2)
|
NGL prices for ethane, propane, normal butane, isobutane and natural gasoline are based on Mont Belvieu, Texas Non-TET commercial index prices as reported by Oil Price Information Service, which is a division of Dow Jones
.
|
|
(3)
|
Polymer grade propylene prices represent average contract pricing for such product as reported by IHS Markit (“IHS”), which is a division of S&P Global, Inc. Refinery grade propylene (“RGP”) prices represent weighted-average spot prices for such product as reported by IHS.
|
|
(4)
|
The “Indicative Gas Processing Gross Spread” represents our generic estimate of the gross economic benefit from extracting NGLs from natural gas production based on certain pricing assumptions. Specifically, it is the amount by which the assumed economic value of a composite gallon of NGLs in Chambers County, Texas exceeds the value of the equivalent amount of energy in natural gas at Henry Hub, Louisiana. Our estimate of the indicative spread does not consider the operating costs incurred by a natural gas processing facility to extract the NGLs nor the transportation and fractionation costs to deliver the NGLs to market. In addition, the actual gas processing spread earned at each plant is further influenced by regional pricing and extraction dynamics.
|
|
|
WTI
|
Midland
|
Houston
|
LLS
|
|
Crude Oil,
|
Crude Oil,
|
Crude Oil
|
Crude Oil,
|
|
|
$/barrel
|
$/barrel
|
$/barrel
|
$/barrel
|
|
|
(1)
|
(2)
|
(2)
|
(3)
|
|
|
2022 by quarter:
|
||||
|
1st Quarter
|
$94.29
|
$96.43
|
$96.77
|
$96.77
|
|
2nd Quarter
|
$108.41
|
$109.66
|
$109.96
|
$110.17
|
|
3rd Quarter
|
$91.56
|
$93.41
|
$93.77
|
$94.17
|
|
4th Quarter
|
$82.64
|
$83.97
|
$84.33
|
$85.50
|
|
2022 Averages
|
$94.23
|
$95.87
|
$96.21
|
$96.65
|
|
2023 by quarter:
|
||||
|
1st Quarter
|
$76.13
|
$77.50
|
$77.74
|
$79.00
|
|
2nd Quarter
|
$73.78
|
$74.48
|
$74.68
|
$75.87
|
|
3rd Quarter
|
$82.26
|
$83.85
|
$84.02
|
$84.72
|
|
4th Quarter
|
$78.32
|
$79.62
|
$79.89
|
$80.93
|
|
2023 Averages
|
$77.62
|
$78.86
|
$79.08
|
$80.13
|
|
(1)
|
WTI prices are based on commercial index prices at Cushing, Oklahoma as measured by the NYMEX.
|
|
(2)
|
Midland and Houston crude oil prices are based on commercial index prices as reported by Argus.
|
|
(3)
|
Light Louisiana Sweet (“LLS”) prices are based on commercial index prices as reported by Platts.
|
|
|
For the Year Ended
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Revenues
|
$
|
49,715
|
$
|
58,186
|
||||
|
Costs and expenses:
|
||||||||
|
Operating costs and expenses:
|
||||||||
|
Cost of sales
|
37,023
|
45,836
|
||||||
|
Other operating costs and expenses
|
3,695
|
3,454
|
||||||
|
Depreciation, amortization and accretion expenses
|
2,279
|
2,158
|
||||||
|
Asset impairment charges
|
30
|
53
|
||||||
|
Net losses (gains) attributable to asset sales and related matters
|
(10
|
)
|
1
|
|||||
|
Total operating costs and expenses
|
43,017
|
51,502
|
||||||
|
General and administrative costs
|
231
|
241
|
||||||
|
Total costs and expenses
|
43,248
|
51,743
|
||||||
|
Equity in income of unconsolidated affiliates
|
462
|
464
|
||||||
|
Operating income
|
6,929
|
6,907
|
||||||
|
Other income (expense):
|
||||||||
|
Interest expense
|
(1,269
|
)
|
(1,244
|
)
|
||||
|
Other, net
|
41
|
34
|
||||||
|
Total other expense, net
|
(1,228
|
)
|
(1,210
|
)
|
||||
|
Income before income taxes
|
5,701
|
5,697
|
||||||
|
Provision for income taxes
|
(44
|
)
|
(82
|
)
|
||||
|
Net income
|
5,657
|
5,615
|
||||||
|
Net income attributable to noncontrolling interests
|
(125
|
)
|
(125
|
)
|
||||
|
Net income attributable to preferred units
|
(3
|
)
|
(3
|
)
|
||||
|
Net income attributable to common unitholders
|
$
|
5,529
|
$
|
5,487
|
||||
|
For the Year Ended
December 31,
|
||||||||
|
|
2023
|
2022
|
||||||
|
NGL Pipelines & Services:
|
||||||||
|
Sales of NGLs and related products
|
$
|
14,846
|
$
|
21,307
|
||||
|
Midstream services
|
2,799
|
2,952
|
||||||
|
Total
|
17,645
|
24,259
|
||||||
|
Crude Oil Pipelines & Services:
|
||||||||
|
Sales of crude oil
|
18,185
|
17,301
|
||||||
|
Midstream services
|
1,151
|
1,260
|
||||||
|
Total
|
19,336
|
18,561
|
||||||
|
Natural Gas Pipelines & Services:
|
||||||||
|
Sales of natural gas
|
2,373
|
5,019
|
||||||
|
Midstream services
|
1,403
|
1,241
|
||||||
|
Total
|
3,776
|
6,260
|
||||||
|
Petrochemical & Refined Products Services:
|
||||||||
|
Sales of petrochemicals and refined products
|
7,689
|
8,003
|
||||||
|
Midstream services
|
1,269
|
1,103
|
||||||
|
Total
|
8,958
|
9,106
|
||||||
|
Total consolidated revenues
|
$
|
49,715
|
$
|
58,186
|
||||
|
|
For the Year Ended
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Interest charged on debt principal outstanding (1)
|
$
|
1,355
|
$
|
1,288
|
||||
|
Impact of interest rate hedging program, including related amortization
|
(5
|
)
|
19
|
|||||
|
Interest costs capitalized in connection with construction projects (2)
|
(106
|
)
|
(90
|
)
|
||||
|
Other
|
25
|
27
|
||||||
|
Total
|
$
|
1,269
|
$
|
1,244
|
||||
|
(1)
|
The weighted-average interest rates on debt principal outstanding were 4.56% and 4.33% during the years ended December 31, 2023 and 2022, respectively.
|
|
(2)
|
We capitalize interest costs incurred on funds used to construct property, plant and equipment while the asset is in its construction phase. Capitalized interest amounts become part of the historical cost of an asset and are charged to earnings (as a component of depreciation expense) on a straight-line basis over the estimated useful life of the asset once the asset enters its intended service. When capitalized interest is recorded, it reduces interest expense from what it would be otherwise. Capitalized interest amounts fluctuate based on the timing of when projects are placed into service, our capital investment levels and the interest rates charged on borrowings.
|
| • |
Our NGL Pipelines & Services business segment includes our natural gas processing and related NGL marketing activities, NGL pipelines, NGL fractionation facilities, NGL and related product storage facilities, and NGL marine terminals.
|
| • |
Our Crude Oil Pipelines & Services business segment includes our crude oil pipelines, crude oil storage and marine terminals, and related crude oil marketing activities.
|
| • |
Our Natural Gas Pipelines & Services business segment includes our natural gas pipeline systems that provide for the gathering, treating and transportation of natural gas. This segment also includes our natural gas marketing activities.
|
| • |
Our Petrochemical & Refined Products Services business segment includes our (i) propylene production facilities, which include propylene fractionation units and PDH facilities, and related pipelines and marketing activities, (ii) butane isomerization complex and related DIB operations, (iii) octane enhancement, iBDH and HPIB production facilities, (iv) refined products pipelines, terminals and related marketing activities, (v) an ethylene export terminal and related operations; and (vi) marine transportation business.
|
|
|
For the Year Ended
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Gross operating margin by segment:
|
||||||||
|
NGL Pipelines & Services
|
$
|
4,898
|
$
|
5,142
|
||||
|
Crude Oil Pipelines & Services
|
1,707
|
1,655
|
||||||
|
Natural Gas Pipelines & Services
|
1,077
|
1,042
|
||||||
|
Petrochemical & Refined Products Services
|
1,694
|
1,517
|
||||||
|
Total segment gross operating margin (1)
|
9,376
|
9,356
|
||||||
|
Net adjustment for shipper make-up rights
|
19
|
(47
|
)
|
|||||
|
Total gross operating margin (non-GAAP)
|
$
|
9,395
|
$
|
9,309
|
||||
|
(1)
|
Within the context of this table, total segment gross operating margin represents a subtotal and corresponds to measures similarly titled within our business segment disclosures found under Note 10 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report.
|
|
|
For the Year Ended
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Operating income
|
$
|
6,929
|
$
|
6,907
|
||||
|
Adjustments to reconcile operating income to total gross operating margin
(addition or subtraction indicated by sign):
|
||||||||
|
Depreciation, amortization and accretion expense in operating costs and expenses (1)
|
2,215
|
2,107
|
||||||
|
Asset impairment charges in operating costs and expenses
|
30
|
53
|
||||||
|
Net losses (gains) attributable to asset sales and related matters in operating
costs and expenses
|
(10
|
)
|
1
|
|||||
|
General and administrative costs
|
231
|
241
|
||||||
|
Total gross operating margin (non-GAAP)
|
$
|
9,395
|
$
|
9,309
|
||||
|
(1)
|
Excludes amortization of major maintenance costs for reaction-based plants, which are a component of gross operating margin.
|
|
|
For the Year Ended
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Segment gross operating margin:
|
||||||||
|
Natural gas processing and related NGL marketing activities
|
$
|
1,300
|
$
|
1,946
|
||||
|
NGL pipelines, storage and terminals
|
2,771
|
2,362
|
||||||
|
NGL fractionation
|
827
|
834
|
||||||
|
Total
|
$
|
4,898
|
$
|
5,142
|
||||
|
Selected volumetric data:
|
||||||||
|
NGL pipeline transportation volumes (MBPD)
|
4,040
|
3,703
|
||||||
|
NGL marine terminal volumes (MBPD)
|
821
|
723
|
||||||
|
NGL fractionation volumes (MBPD)
|
1,556
|
1,339
|
||||||
|
Equity NGL-equivalent production volumes (MBPD) (1)
|
175
|
182
|
||||||
|
Fee-based natural gas processing volumes (MMcf/d) (2, 3)
|
5,848
|
5,182
|
||||||
|
(1)
|
Primarily represents the NGL and condensate volumes we earn and take title to in connection with our processing activities. The total equity NGL-equivalent production volumes also include residue natural gas volumes from our natural gas processing business.
|
|
(2)
|
Volumes reported correspond to the revenue streams earned by our natural gas processing plants.
|
|
(3)
|
Fee-based natural gas processing volumes are measured at either the wellhead or plant inlet in MMcf/d.
|
|
|
For the Year Ended
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Segment gross operating margin:
|
||||||||
|
Midland-to-ECHO System and related business activities
|
$
|
551
|
$
|
393
|
||||
|
Other crude oil pipelines, terminals and related marketing results
|
1,156
|
1,262
|
||||||
|
Total
|
$
|
1,707
|
$
|
1,655
|
||||
|
Selected volumetric data:
|
||||||||
|
Crude oil pipeline transportation volumes (MBPD)
|
2,461
|
2,222
|
||||||
|
Crude oil marine terminal volumes (MBPD)
|
913
|
788
|
||||||
|
|
For the Year Ended
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Segment gross operating margin
|
$
|
1,077
|
$
|
1,042
|
||||
|
Selected volumetric data:
|
||||||||
|
Natural gas pipeline transportation volumes (BBtus/d)
|
18,365
|
17,107
|
||||||
|
|
For the Year Ended
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Segment gross operating margin:
|
||||||||
|
Propylene production and related activities
|
$
|
583
|
$
|
564
|
||||
|
Butane isomerization and related operations
|
124
|
114
|
||||||
|
Octane enhancement and related plant operations
|
442
|
394
|
||||||
|
Refined products pipelines and related activities
|
357
|
277
|
||||||
|
Ethylene exports and related activities
|
123
|
123
|
||||||
|
Marine transportation and other services
|
65
|
45
|
||||||
|
Total
|
$
|
1,694
|
$
|
1,517
|
||||
|
|
||||||||
|
Selected volumetric data:
|
||||||||
|
Propylene production volumes (MBPD)
|
101
|
101
|
||||||
|
Butane isomerization volumes (MBPD)
|
112
|
108
|
||||||
|
Standalone DIB processing volumes (MBPD)
|
176
|
159
|
||||||
|
Octane enhancement and related plant sales volumes (MBPD) (1)
|
36
|
39
|
||||||
|
Pipeline transportation volumes, primarily refined products and
petrochemicals (MBPD)
|
836
|
747
|
||||||
|
Marine terminal volumes, primarily refined products and
petrochemicals (MBPD)
|
320
|
202
|
||||||
|
(1)
|
Reflects aggregate sales volumes for our octane enhancement and iBDH facilities located at our Chambers County complex and our HPIB facility located adjacent to the Houston Ship Channel.
|
|
|
For the Year Ended
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Net cash flows provided by operating activities
|
$
|
7,569
|
$
|
8,039
|
||||
|
Cash used in investing activities
|
3,197
|
4,954
|
||||||
|
Cash used in financing activities
|
4,258
|
5,844
|
||||||
| • |
a $501 million year-to-year decrease from changes in operating accounts primarily due to the use of working capital employed in our marketing activities, which includes the impact of (i) fluctuations in commodity prices, (ii) timing of our inventory purchase and sale strategies, and (iii) changes in margin deposit requirements associated with our commodity derivative instruments; partially offset by
|
| • |
a $31 million year-to-year increase resulting from higher partnership earnings (determined by adjusting our $42 million year-to-year increase in net income for changes in the non-cash items identified on our Statements of Consolidated Cash Flows).
|
| • |
a net $
3.2
billion cash outflow in February 2022 in connection with the acquisition of our Midland Basin System; partially offset by
|
| • |
a $1.3 billion year-to-year increase in investments for property, plant and equipment (see “
Capital Investments
” within this Part II, Item 7 for additional information).
|
| • |
a net cash inflow of $456 million related to debt transactions that occurred during the year ended December 31, 2023 compared to a net cash outflow of $1.3 billion related to debt transactions that occurred during the year ended December 31, 2022. In 2023, we issued $1.75 billion aggregate principal amount of senior notes, partially offset by the repayment of $1.25 billion principal amount of senior notes and net repayments of $45 million under EPO’s commercial paper program. In 2022 we repaid $1.75 billion aggregate principal amount of senior and junior subordinated notes, partially offset by net issuances of $495 million under EPO’s commercial paper program; partially offset by
|
| • |
a $206 million year-to-year increase in cash distributions paid to common unitholders primarily attributable to increases in the quarterly cash distribution rate per unit.
|
|
|
For the Year Ended
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Net income attributable to common unitholders (GAAP) (1)
|
$
|
5,529
|
$
|
5,487
|
||||
|
Adjustments to net income attributable to common unitholders to
derive DCF and Operational DCF (addition or subtraction indicated by sign):
|
||||||||
|
Depreciation, amortization and accretion expenses
|
2,343
|
2,245
|
||||||
|
Cash distributions received from unconsolidated affiliates (2)
|
488
|
544
|
||||||
|
Equity in income of unconsolidated affiliates
|
(462
|
)
|
(464
|
)
|
||||
|
Asset impairment charges
|
32
|
53
|
||||||
|
Change in fair market value of derivative instruments
|
33
|
78
|
||||||
|
Deferred income tax expense
|
12
|
60
|
||||||
|
Sustaining capital expenditures (3)
|
(413
|
)
|
(372
|
)
|
||||
|
Other, net
|
(24
|
)
|
(2
|
)
|
||||
|
Operational DCF (non-GAAP)
|
$
|
7,538
|
$
|
7,629
|
||||
|
Proceeds from asset sales and other matters
|
42
|
122
|
||||||
|
Monetization of interest rate derivative instruments accounted
for as cash flow hedges
|
21
|
–
|
||||||
|
DCF (non-GAAP)
|
$
|
7,601
|
$
|
7,751
|
||||
|
|
||||||||
|
Cash distributions paid to common unitholders with respect to period,
including distribution equivalent rights on phantom unit awards
|
$
|
4,393
|
$
|
4,182
|
||||
|
|
||||||||
|
Cash distribution per common unit declared by Enterprise GP with respect to period (4)
|
$
|
2.0050
|
$
|
1.9050
|
||||
|
|
||||||||
|
Total DCF retained by the Partnership with respect to period (5)
|
$
|
3,208
|
$
|
3,569
|
||||
|
|
||||||||
|
Distribution coverage ratio (6)
|
1.73
|
x
|
1.85
|
x
|
||||
|
(1)
|
For a discussion of the primary drivers of changes in our comparative income statement amounts, see “
Income Statement Highlights
” within this Part II, Item 7.
|
|
(2)
|
Reflects aggregate distributions received from unconsolidated affiliates attributable to both earnings and the return of capital.
|
|
(3)
|
Sustaining capital expenditures include cash payments and accruals applicable to the period.
|
|
(4)
|
See Note 8 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of this annual report for information regarding our quarterly cash distributions declared with respect to the years indicated.
|
|
(5)
|
Cash retained by the Partnership may be used for capital investments, debt service, working capital, operating expenses, common unit repurchases, commitments and contingencies and other amounts. The retention of cash reduces our reliance on the capital markets.
|
|
(6)
|
Distribution coverage ratio is determined by dividing DCF by total cash distributions paid to common unitholders and in connection with distribution equivalent rights with respect to the period.
|
|
|
For the Year Ended
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Net cash flows provided by operating activities (GAAP)
|
$
|
7,569
|
$
|
8,039
|
||||
|
Adjustments to reconcile net cash flows provided by operating activities to
DCF and Operational DCF (addition or subtraction indicated by sign):
|
||||||||
|
Net effect of changes in operating accounts
|
555
|
54
|
||||||
|
Sustaining capital expenditures
|
(413
|
)
|
(372
|
)
|
||||
|
Distributions received from unconsolidated affiliates attributable
to the return of capital
|
42
|
98
|
||||||
|
Net income attributable to noncontrolling interests
|
(125
|
)
|
(125
|
)
|
||||
|
Other, net
|
(90
|
)
|
(65
|
)
|
||||
|
Operational DCF (non-GAAP)
|
$
|
7,538
|
$
|
7,629
|
||||
|
Proceeds from asset sales and other matters
|
42
|
122
|
||||||
|
Monetization of interest rate derivative instruments accounted
for as cash flow hedges
|
21
|
–
|
||||||
|
DCF (non-GAAP)
|
$
|
7,601
|
$
|
7,751
|
||||
| • |
the first and second phase of our Texas Western Products System (first half of 2024);
|
| • |
our third natural gas processing train at Mentone in the Delaware Basin (first quarter of 2024);
|
| • |
our seventh natural gas processing train (“Leonidas”) in the Midland Basin (first quarter of 2024);
|
| • |
natural gas gathering expansion projects in the Delaware and Midland Basins (2024 and first half of 2025);
|
| • |
the expansion of our LPG and PGP export capacity at EHT (first half of 2025);
|
| • |
the Bahia NGL Pipeline (first half of 2025);
|
| • |
an NGL fractionator (“Frac 14”) and an associated DIB unit in Chambers County, Texas (second half of 2025);
|
| • |
our first natural gas processing train at our Mentone West location in the Delaware Basin (second half of 2025);
|
| • |
an eighth natural gas processing train (“Orion”) in the Midland Basin (second half of 2025);
|
| • |
an expansion of our Morgan’s Point terminal to increase ethylene export capacity (second half of 2024 and second half of 2025); and
|
| • |
our Neches River Ethane / Propane Export Facility located in Orange County, Texas (second half of 2025 and first half of 2026).
|
|
|
For the Year Ended
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Capital investments for property, plant and equipment: (1)
|
||||||||
|
Growth capital projects (2)
|
$
|
2,844
|
$
|
1,606
|
||||
|
Sustaining capital projects (3)
|
422
|
358
|
||||||
|
Total
|
$
|
3,266
|
$
|
1,964
|
||||
|
Cash used for business combinations, net (4)
|
$
|
–
|
$
|
3,204
|
||||
|
Investments in unconsolidated affiliates
|
$
|
2
|
$
|
1
|
||||
|
(1)
|
Growth and sustaining capital amounts presented in the table above are presented on a cash basis. In total, these amounts represent “Capital expenditures” as presented on our Statements of Consolidated Cash Flows.
|
|
(2)
|
Growth capital projects either (a) result in new sources of cash flow due to enhancements of or additions to existing assets (e.g., additional revenue streams, cost savings resulting from debottlenecking of a facility, etc.) or (b) expand our asset base through construction of new facilities that will generate additional revenue streams and cash flows.
|
|
(3)
|
Sustaining capital projects are capital expenditures (as defined by GAAP) resulting from improvements to existing assets. Such expenditures serve to maintain existing operations but do not generate additional revenues or result in significant cost savings.
Sustaining capital expenditures include the costs of major maintenance activities at our reaction-based plants, which are accounted for using the deferral method.
|
|
(4)
|
Amount for the year ended December 31, 2022 represents net cash used for the acquisition of our Midland Basin System, which closed in February 2022.
|
| • |
higher investments in natural gas gathering and processing projects in the Permian Basin (e.g., construction of six natural gas processing trains and related gathering systems), which accounted for a $761 million increase;
|
| • |
higher investments in ethane, ethylene and LPG export expansion projects at our Gulf Coast terminals, which accounted for a $295 million increase; and
|
| • |
higher investments in our Texas Western Products System, which accounted for a $245 million increase; partially offset by
|
| • |
lower investments in PDH 2 (placed into service in July 2023) at our Chambers County complex, which accounted for a $76 million decrease.
|
|
|
Total
|
2024
|
2025
|
2026
|
2027
|
2028
|
Thereafter
|
|||||||||||||||||||||
|
Principal amount of debt obligations
|
$
|
29,021
|
$
|
1,300
|
$
|
1,150
|
$
|
1,625
|
$
|
575
|
$
|
1,000
|
$
|
23,371
|
||||||||||||||
|
Estimated cash payments for interest (1)
|
$
|
26,940
|
$
|
1,300
|
$
|
1,256
|
$
|
1,187
|
$
|
1,160
|
$
|
1,149
|
$
|
20,888
|
||||||||||||||
|
(1)
|
Estimated cash payments for interest are based on the principal amount of our consolidated debt obligations outstanding at December 31, 2023, the contractually scheduled maturities of such balances, and the applicable interest rates. Our estimated cash payments for interest are influenced by the long-term maturities of our $2.3 billion in junior subordinated notes (due June 2067 through February 2078). The estimated cash payments assume that (i) the junior subordinated notes are not repaid prior to their respective maturity dates and (ii) the amount of interest paid on the junior subordinated notes is based on either (a) the current fixed interest rate charged or (b) the weighted-average variable rate paid in 2023, as applicable, for each note through the respective maturity date.
|
|
|
Total
|
2024
|
2025
|
2026
|
2027
|
2028
|
Thereafter
|
|||||||||||||||||||||
|
Product purchase commitments
|
$
|
11,924
|
$
|
2,576
|
$
|
2,539
|
$
|
1,932
|
$
|
1,827
|
$
|
1,511
|
$
|
1,539
|
||||||||||||||
|
Selected asset information:
|
||||
|
Current receivables from Non-Obligor Subsidiaries
|
$
|
2,569
|
||
|
Other current assets
|
5,416
|
|||
|
Long-term receivables from Non-Obligor Subsidiaries
|
187
|
|||
|
Other noncurrent assets, excluding investments in Non-Obligor Subsidiaries of $46.8 billion
|
9,185
|
|||
|
Selected liability information:
|
||||
|
Current portion of Guaranteed Debt, including interest of $455 million
|
$
|
1,755
|
||
|
Current payables to Non-Obligor Subsidiaries
|
1,567
|
|||
|
Other current liabilities
|
4,239
|
|||
|
Noncurrent portion of Guaranteed Debt, principal only
|
27,707
|
|||
|
Noncurrent payables to Non-Obligor Subsidiaries
|
57
|
|||
|
Other noncurrent liabilities
|
122
|
|||
|
Mezzanine equity of Obligor Group:
|
||||
|
Preferred units
|
$
|
49
|
||
|
Revenues from Non-Obligor Subsidiaries
|
$
|
17,344
|
||
|
Revenues from other sources
|
15,375
|
|||
|
Operating income of Obligor Group
|
835
|
|||
|
Net loss of Obligor Group, excluding equity in earnings of Non-Obligor Subsidiaries of $6.0 billion
|
(483
|
)
|
| • |
the derivative instrument functions effectively as a hedge of the underlying risk;
|
| • |
the derivative instrument is not closed out in advance of its expected term; and
|
| • |
the hedged forecasted transaction occurs within the expected time period.
|
|
|
|
Portfolio Fair Value at
|
|||||||||||
|
Scenario
|
Resulting
Classification
|
December 31,
2022
|
December 31,
2023
|
January 31,
2024
|
|||||||||
|
Fair value assuming no change in underlying commodity prices
|
Asset (Liability)
|
$
|
90
|
$
|
7
|
$
|
10
|
||||||
|
Fair value assuming 10% increase in underlying commodity prices
|
Asset (Liability)
|
97
|
6
|
9
|
|||||||||
|
Fair value assuming 10% decrease in underlying commodity prices
|
Asset (Liability)
|
83
|
8
|
11
|
|||||||||
|
|
|
Portfolio Fair Value at
|
|||||||||||
|
Scenario
|
Resulting
Classification
|
December 31,
2022
|
December 31,
2023
|
January 31,
2024
|
|||||||||
|
Fair value assuming no change in underlying commodity prices
|
Asset (Liability)
|
$
|
18
|
$
|
39
|
$
|
(31
|
)
|
|||||
|
Fair value assuming 10% increase in underlying commodity prices
|
Asset (Liability)
|
(29
|
)
|
9
|
(64
|
)
|
|||||||
|
Fair value assuming 10% decrease in underlying commodity prices
|
Asset (Liability)
|
64
|
69
|
2
|
|||||||||
|
|
|
Portfolio Fair Value at
|
|||||||||||
|
Scenario
|
Resulting
Classification
|
December 31,
2022
|
December 31,
2023
|
January 31,
2024
|
|||||||||
|
Fair value assuming no change in underlying commodity prices
|
Asset (Liability)
|
$
|
53
|
$
|
66
|
$
|
8
|
||||||
|
Fair value assuming 10% increase in underlying commodity prices
|
Asset (Liability)
|
24
|
(61
|
)
|
(97
|
)
|
|||||||
|
Fair value assuming 10% decrease in underlying commodity prices
|
Asset (Liability)
|
81
|
193
|
113
|
|||||||||
|
|
|
Portfolio Fair Value at
|
|||||||||||
|
Scenario
|
Resulting
Classification
|
December 31,
2022
|
December 31,
2023
|
January 31,
2024
|
|||||||||
|
Fair value assuming no change in underlying commodity prices
|
Asset (Liability)
|
$
|
(38
|
)
|
$
|
(9
|
)
|
$
|
(10
|
)
|
|||
|
Fair value assuming 10% increase in underlying commodity prices
|
Asset (Liability)
|
(10
|
)
|
9
|
7
|
||||||||
|
Fair value assuming 10% decrease in underlying commodity prices
|
Asset (Liability)
|
(63
|
)
|
(27
|
)
|
(27
|
)
|
||||||
| (i) |
that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow for timely decisions regarding required disclosures; and
|
| (ii) |
that our disclosure controls and procedures are effective.
|
|
/s/ A. James Teague
|
/s/ W. Randall Fowler
|
|||
|
Name:
|
A. James Teague
|
Name:
|
W. Randall Fowler
|
|
|
Title:
|
Co-Chief Executive Officer
|
Title:
|
Co-Chief Executive Officer
|
|
|
of Enterprise Products Holdings LLC
|
and Chief Financial Officer
|
|||
|
of Enterprise Products Holdings LLC
|
||||
| • |
our strategic direction (including business opportunities through organic growth and acquisitions);
|
| • |
the vision, leadership and development of our management team;
|
| • |
our business goals and operational performance; and
|
| • |
strategies to preserve our financial strength.
|
|
Name
|
Age
|
Position with Enterprise GP
|
|
Randa Duncan Williams (1,6)
|
62
|
Director and Chairman of the Board
|
|
Richard H. Bachmann (1,6)
|
71
|
Director and Vice Chairman of the Board
|
|
A. James Teague (1,6,7,8)
|
78
|
Director and Co-CEO
|
|
W. Randall Fowler (1,6,7,8)
|
67
|
Director, Co-CEO and CFO
|
|
Carin M. Barth (2,6)
|
61
|
Director
|
|
Murray E. Brasseux (4, 6)
|
75
|
Director
|
|
Rebecca G. Followill (4)
|
65
|
Director
|
|
James T. Hackett (2,3,6)
|
70
|
Director
|
|
William C. Montgomery (4,5)
|
62
|
Director
|
|
John R. Rutherford (2)
|
63
|
Director
|
|
Harry P. Weitzel (6,8)
|
59
|
Director and Executive Vice President, General Counsel and Secretary
|
|
Graham W. Bacon (8)
|
60
|
Executive Vice President and Chief Operating Officer
|
|
R. Daniel Boss (8)
|
48
|
Executive Vice President – Accounting, Risk Control and Information Technology
|
|
Christian M. Nelly (8)
|
48
|
Executive Vice President – Finance and Sustainability and Treasurer
|
|
Brent B. Secrest (8)
|
51
|
Executive Vice President and Chief Commercial Officer
|
|
(1)
|
Member of Office of the Chairman
|
|
(2)
|
Member of the Governance Committee
|
|
(3)
|
Chairman of the Governance Committee
|
|
(4)
|
Member of the Audit and Conflicts Committee
|
|
(5)
|
Chairman of the Audit and Conflicts Committee
|
|
(6)
|
Member of the Capital Projects Committee
|
|
(7)
|
Co-Chairman of the Capital Projects Committee
|
|
(8)
|
Executive officer
|
| • |
for Ms. Duncan Williams, legal and community involvement with numerous charitable organizations, and active involvement in EPCO’s businesses, including ownership in and management of our businesses;
|
| • |
for Mr. Teague, over 50 years of commercial management of midstream assets and marketing and trading activities, both for third parties and for us;
|
| • |
for Mr. Fowler, over 24 years of experience with our midstream assets, including finance, accounting and investor relations and, for over 18 years, as a member of our executive management team;
|
| • |
for Mr. Bachmann, over 40 years of experience with our midstream assets, including legal, regulatory, contracts and mergers and acquisitions and, for over 24 years, as a member of either EPCO’s or our executive management teams; and
|
| • |
for Mr. Weitzel, over 24 years of experience in Texas and California as a commercial litigator, having successfully represented individual, corporate and governmental clients as plaintiffs and defendants in a wide variety of business-related matters.
|
| • |
for Ms. Barth, executive management experience in various financial and governance roles;
|
| • |
for Mr. Brasseux, executive management experience in banking and finance as well as governance roles;
|
| • |
for Mrs. Followill, executive management experience in the financial services industry (including in the areas of analysis and assessing the valuations and competitiveness of public and private companies in the energy industry);
|
| • |
for Mr. Hackett, executive management of a major oil and gas exploration and production company;
|
| • |
for Mr. Montgomery, executive management of both an investment banking firm and a private equity investment firm serving the global energy industry; and
|
| • |
for Mr. Rutherford, executive management experience in the midstream energy industry (including in the areas of strategic planning, mergers and acquisitions, investment banking and finance).
|
|
|
Equity-
|
|||||
|
Cash
|
Based
|
All Other
|
||||
|
Name and
|
|
Salary
|
Bonus
|
Awards
|
Compensation
|
Total
|
|
Principal Position
|
Year
|
($)
|
($)
|
($)
(1)
|
($)
(2)
|
($)
|
|
A. James Teague,
|
2023
|
$ 1,149,500
|
$ 3,700,000
|
$ 7,740,000
|
$ 1,377,039
|
$ 13,966,539
|
|
Co-CEO
|
2022
|
1,075,000
|
3,700,000
|
6,386,500
|
6,192,313
|
17,353,813
|
|
2021
|
987,500
|
3,200,000
|
5,197,500
|
1,031,514
|
10,416,514
|
|
|
W. Randall Fowler,
|
2023
|
862,125
|
2,775,000
|
5,805,000
|
4,773,863
|
14,215,988
|
|
Co-CEO and CFO
|
2022
|
806,250
|
2,775,000
|
4,789,875
|
872,614
|
9,243,739
|
|
2021
|
731,250
|
2,400,000
|
3,898,125
|
753,389
|
7,782,764
|
|
|
Graham W. Bacon,
|
2023
|
593,750
|
825,000
|
3,336,500
|
1,617,939
|
6,373,189
|
|
Executive Vice President and
|
2022
|
563,000
|
825,000
|
2,289,500
|
532,326
|
4,209,826
|
|
Chief Operating Officer
|
2021
|
524,000
|
750,000
|
1,975,050
|
457,633
|
3,706,683
|
|
Brent B. Secrest,
|
2023
|
563,750
|
700,000
|
3,185,200
|
1,588,794
|
6,037,744
|
|
Executive Vice President and
|
2022
|
519,250
|
775,000
|
2,289,500
|
490,539
|
4,074,289
|
|
Chief Commercial Officer
|
2021
|
484,000
|
700,000
|
1,975,050
|
397,510
|
3,556,560
|
|
R. Daniel Boss,
|
2023
|
454,812
|
498,750
|
2,842,115
|
1,437,564
|
5,233,241
|
|
Executive Vice President – Accounting,
|
||||||
|
Risk Control and Information Technology
|
|
(1)
|
Amounts represent our estimated share of the aggregate grant date fair value of equity-based awards granted during each year presented. See “
Grants of Equity-Based Awards in Fiscal Year 2023
” within this Item 11 for information regarding awards granted in the year ended December 31, 2023.
|
|
(2)
|
Amounts include (i) contributions in connection with funded, qualified, defined contribution retirement plans, (ii) quarterly distributions paid on equity-based awards, (iii) the imputed value of life insurance premiums paid on behalf of the officer, (iv) employee retention payments and (v) other amounts.
|
|
Named Executive Officer
|
Contributions
Under
Funded,
Qualified,
Defined
Contribution
Retirement
Plans
|
Distributions
Paid On
Equity-Based
Awards
(1)
|
Life
Insurance
Premiums
|
Employee
Retention
Payments
(2)
|
Other
|
Total
All Other
Compensation
|
||||||||||||||||||
|
A. James Teague
|
$
|
39,600
|
$
|
1,315,775
|
$
|
13,596
|
$
|
–
|
$
|
8,068
|
$
|
1,377,039
|
||||||||||||
|
W. Randall Fowler
|
29,700
|
983,708
|
6,286
|
3,750,000
|
4,169
|
4,773,863
|
||||||||||||||||||
|
Graham W. Bacon
|
39,600
|
565,873
|
4,356
|
1,000,000
|
8,110
|
1,617,939
|
||||||||||||||||||
|
Brent B. Secrest
|
39,600
|
542,476
|
1,518
|
1,000,000
|
5,200
|
1,588,794
|
||||||||||||||||||
|
R. Daniel Boss
|
34,485
|
447,339
|
941
|
950,000
|
4,799
|
1,437,564
|
||||||||||||||||||
|
(1)
|
Reflects aggregate cash payments made to the named executive officer in connection with (i) distribution equivalent rights (“DERs”) issued in tandem with phantom unit awards and (ii) distributions paid in connection with profits interest awards. With respect to DER amounts allocated to us, the following cash payments were made to the named executive officers during the year ended December 31, 2023: Mr. Teague, $1,315,775; Mr. Fowler, $983,708; Mr. Bacon, $473,388; Mr. Secrest, $468,488; and Mr. Boss, $377,050.
|
|
(2)
|
Amounts presented for each of Messrs. Fowler, Bacon, Secrest and Boss relate to a four-year employee retention agreement that was settled in June 2023 and reflects the amount charged to us based on the percentage of time that each applicable named executive officer spent on our business and affairs since the retention agreement was originally executed. For more information regarding employee retention agreements involving our named executive officers see “Compensation Discussion and Analysis” below.
|
|
|
Grant
|
||||
|
|
Date Fair
|
||||
|
Value of
|
|||||
|
|
Estimated Future Payouts Under
|
Equity-
|
|||
|
|
Equity Incentive Plan Awards
|
Based
|
|||
|
Grant
|
Threshold
|
Target
|
Maximum
|
Awards
|
|
|
Award Type/Named Executive Officer
|
Date
|
(#)
|
(#)
|
(#)
|
($)
(1)
|
|
Phantom unit awards:
(2)
|
|||||
|
A. James Teague
|
2/09/23
|
–
|
300,000
|
–
|
$ 7,740,000
|
|
W. Randall Fowler
|
2/09/23
|
–
|
300,000
|
–
|
5,805,000
|
|
Graham W. Bacon
|
2/09/23
|
–
|
100,000
|
–
|
2,580,000
|
|
Brent B. Secrest
|
2/09/23
|
–
|
100,000
|
–
|
2,580,000
|
|
R. Daniel Boss
|
2/09/23
|
–
|
92,500
|
–
|
2,267,175
|
|
Profits interest awards:
(3)
|
|||||
|
Graham W. Bacon
|
11/06/23
|
–
|
–
|
–
|
$ 756,500
|
|
Brent B. Secrest
|
11/06/23
|
–
|
–
|
–
|
605,200
|
|
R. Daniel Boss
|
11/06/23
|
–
|
–
|
–
|
574,940
|
|
(1)
|
Amounts presented reflect that portion of grant date fair value allocable to us based on the estimated percentage of time each named executive officer spent on our consolidated business activities during 2023. Based on current allocations, we estimate that the compensation expense we record for each named executive officer with respect to these awards will equal these amounts over time.
|
|
(2)
|
The grant date fair value presented for the phantom unit awards is based, in part, on the closing price of our common units on February 9, 2023 of $25.80 per unit.
|
|
(3)
|
Represents the incremental fair value of the modifications of Mr. Bacon’s, Mr. Secrest’s and Mr. Boss’s respective profits interest awards in EPD IV, computed as of the amendment date of November 6, 2023.
|
|
|
Unit Awards
|
|
|
Number of
|
||
|
|
Units
|
Value
|
|
|
Acquired on
|
Realized on
|
|
|
Vesting
|
Vesting
|
|
Named Executive Officer
|
(#)
(1)
|
($)
|
|
A. James Teague:
|
||
|
Vesting of phantom unit awards (2)
|
237,500
|
$ 6,360,250
|
|
W. Randall Fowler:
|
||
|
Vesting of phantom unit awards (2)
|
229,000
|
$ 6,132,620
|
|
Graham W. Bacon:
|
||
|
Vesting of phantom unit awards (2)
|
91,250
|
$ 2,443,675
|
|
Brent B. Secrest:
|
||
|
Vesting of phantom unit awards (2)
|
81,250
|
$ 2,175,875
|
|
R. Daniel Boss:
|
||
|
Vesting of phantom unit awards (2)
|
62,000
|
$ 1,660,360
|
|
(1)
|
Represents the gross number of Partnership common units acquired upon vesting of phantom unit and profits interest awards, before adjustments for associated tax withholdings.
|
|
(2)
|
Value realized on vesting of the phantom unit awards determined by multiplying the gross number of Partnership common units received by the closing price of our common units on the date of vesting.
|
|
|
Unit Awards
|
||
|
|
Market
|
||
|
Number
|
Value
|
||
|
|
of Units
|
of Units
|
|
|
|
That Have
|
That Have
|
|
|
|
Not Vested
|
Not Vested
|
|
|
Award Type/Named Executive Officer
|
(#)
(1)
|
($)
(2,3)
|
|
|
Phantom unit awards:
(4)
|
|||
|
A. James Teague
|
680,000
|
$ 17,918,000
|
|
|
W. Randall Fowler
|
680,000
|
17,918,000
|
|
|
Graham W. Bacon
|
241,250
|
6,356,938
|
|
|
Brent B. Secrest
|
241,250
|
6,356,938
|
|
|
R. Daniel Boss
|
208,000
|
5,480,800
|
|
|
Profits interest awards:
|
|||
|
Graham W. Bacon:
|
|||
|
EPD IV (5)
|
–
|
$ –
|
|
|
Brent B. Secrest:
|
|||
|
EPD IV (5)
|
–
|
–
|
|
|
R. Daniel Boss:
|
|||
|
EPD IV (5)
|
–
|
–
|
|
|
(1)
|
Represents the total number of phantom unit awards outstanding for each named executive officer.
|
|
(2)
|
With respect to amounts presented for phantom unit awards, the market values were derived by multiplying the total number of awards outstanding for the named executive officer by the closing price of Partnership common units on December 29, 2023 (the last trading day of 2023) of $26.35 per unit.
|
|
(3)
|
With respect to amounts presented for the profits interest awards, amount represents the estimated liquidation value to be received by the named executive officer based on the closing price of Partnership common units on December 29, 2023 and the terms of liquidation outlined in the applicable Employee Partnership agreement. There was no residual profits interest in any of the Employee Partnerships due to a decrease in the market value of the Partnership common units they own since the formation date of each respective Employee Partnership.
|
|
(4)
|
Of the 2,050,500 phantom unit awards presented in the table, the vesting schedule is as follows: 785,625 in 2024; 617,375 in 2025; 424,375 in 2026 and 223,125 in 2027.
|
|
(5)
|
With respect to EPD IV, the profits interest share held by Messrs. Bacon, Secrest and Boss at December 31, 2023 was approximately 5.78%, 4.62% and 4.62%, respectively. The vesting date of the profits interests awards for EPD IV is the earliest of (i) December 3, 2027, (ii) the first date on or after November 6, 2023 for which the closing sale price of the Partnership’s common units on the NYSE is equal to or greater than $29.02 per unit (subject to certain adjustments), (iii) a change of control, or (iv) dissolution of such Employee Partnership.
|
| • |
First, a list was prepared of all active EPCO employees, excluding Mr. Teague, Mr. Fowler and those on long-term disability, that devote all or a substantial portion of their time to our consolidated businesses and affairs. This list was based on employee information as of December 31, 2023. There are approximately
7,447
EPCO personnel who spend all or a substantial portion of their time engaged in our business.
|
| • |
Second, basic wage data for each active EPCO employee, excluding Mr. Teague, Mr. Fowler and those on long-term disability, was extracted from Form W-2 information provided to the Internal Revenue Service for fiscal 2023. This information was then sorted and the employee who earned the median compensation (the “median employee”) was selected from the list.
|
| • |
Third, once the median employee was selected, his or her respective total annual compensation for 2023 was determined using the same method used to determine Mr. Teague’s and Mr. Fowler’s total annual compensation for 2023 as presented in the Summary Compensation Table within this Part III, Item 11.
|
| • |
a $90,000 annual cash retainer and an annual grant of the Partnership’s common units having a fair market value of $90,000, based on the closing price of such common units on the trading day immediately preceding grant date;
|
| • |
a $2,500 per meeting cash fee for attendance at each meeting of the Board (other than a quarterly Board meeting);
|
| • |
a $2,500 per meeting cash fee for attendance at each meeting of a committee or subcommittee of which such director is a member (other than any committee or subcommittee meeting that occurs on the same day as (i) a Board meeting and/or (ii) a previous meeting of a committee or subcommittee of which such director is a member);
|
| • |
if the individual served as a chairman of the Audit and Conflicts Committee, an additional $25,000 annual cash retainer; and
|
| • |
if the individual served as a chairman of the Governance Committee, an additional $20,000 annual cash retainer.
|
|
|
Fees Earned
|
Value of
|
||||||||||
|
or Paid
|
Equity-Based
|
|||||||||||
|
in Cash
|
Awards
|
Total
|
||||||||||
|
Independent Voting Director
|
($)
|
($)
|
($)
|
|||||||||
|
Carin M. Barth
|
$
|
95,000
|
$
|
90,000
|
$
|
185,000
|
||||||
|
Murray E. Brasseux
|
110,000
|
90,000
|
200,000
|
|||||||||
|
Rebecca G. Followill
|
110,000
|
90,000
|
200,000
|
|||||||||
|
James T. Hackett (1)
|
115,000
|
90,000
|
205,000
|
|||||||||
|
William C. Montgomery (2)
|
135,000
|
90,000
|
225,000
|
|||||||||
|
John R. Rutherford
|
92,500
|
90,000
|
182,500
|
|||||||||
|
(1)
|
Mr. Hackett serves as chairman of the Governance Committee.
|
|
(2)
|
Mr. Montgomery serves as chairman of the Audit and Conflicts Committee.
|
|
|
Amount and
|
||
|
Nature of
|
|||
|
Name and Address
|
Beneficial
|
Percent
|
|
|
of Beneficial Owner
|
Title of Class
|
Ownership
|
of Class
|
|
Randa Duncan Williams (1)
|
Common Units
|
702,452,294
|
32.4%
|
|
1100 Louisiana Street, 10
th
Floor
|
|||
|
Houston, Texas 77002
|
|
(1)
|
For a detailed listing of the ownership amounts that comprise Ms. Duncan Williams’ total beneficial ownership of the Partnership’s common units, see the table presented in the following section, “
Security Ownership of Management
,” within this Part III, Item 12.
|
|
|
Amount and
|
|||||
|
Positions with
|
Nature Of
|
|||||
|
Enterprise GP
|
Beneficial
|
Percent of
|
||||
|
at February 16, 2024
|
Ownership
|
Class
|
||||
|
Randa Duncan Williams:
|
Director and Chairman of the Board
|
|||||
|
Units controlled by EPCO Voting Trust:
|
||||||
|
Through EPCO
|
74,754,703
|
3.4%
|
||||
|
Through EPCO Holdings, Inc.
|
597,110,600
|
27.5%
|
||||
|
Through Employee Partnerships
|
8,000,000
|
*
|
||||
|
Units controlled by Alkek and Williams, Ltd.
|
558,315
|
*
|
||||
|
Units controlled by Chaswil, Ltd.
|
92,913
|
*
|
||||
|
Units controlled by family trusts (1)
|
21,070,501
|
*
|
||||
|
Units owned personally (2)
|
865,262
|
*
|
||||
|
Total for Randa Duncan Williams
|
702,452,294
|
32.4%
|
|
* Represents a beneficial ownership of less than 1% of class
|
|
|
(1)
|
The number of common units presented for Ms. Duncan Williams includes common units held by family trusts for which she serves as a director of an entity trustee but has disclaimed beneficial ownership (except to the extent of her pecuniary interest therein).
|
|
(2)
|
The number of common units presented for Ms. Duncan Williams includes 9,090 common units held by her spouse and 4,040 common units held jointly with her spouse.
|
|
|
Common Units
|
|||||
|
Amount and
|
||||||
|
Positions with
|
Nature Of
|
|||||
|
Enterprise GP
|
Beneficial
|
Percent of
|
||||
|
at February 16, 2024
|
Ownership
|
Class
|
||||
|
Richard H. Bachmann
|
Director and Vice Chairman of the Board
|
2,013,767
|
*
|
|||
|
A. James Teague (1,2)
|
Director and Co-CEO
|
2,798,764
|
*
|
|||
|
W. Randall Fowler (1,3)
|
Director, Co-CEO and CFO
|
2,147,320
|
*
|
|||
|
Carin M. Barth (4)
|
Director
|
101,737
|
*
|
|||
|
Murray E. Brasseux (5)
|
Director
|
39,034
|
*
|
|||
|
Rebecca G. Followill (6)
|
Director
|
8,244
|
*
|
|||
|
James T. Hackett (7)
|
Director
|
305,974
|
*
|
|||
|
William C. Montgomery
|
Director
|
118,187
|
*
|
|||
|
John R. Rutherford
|
Director
|
150,853
|
*
|
|||
|
Harry P. Weitzel
|
Director and Executive Vice President, General Counsel and Secretary
|
239,761
|
*
|
|||
|
Graham W. Bacon (1)
|
Executive Vice President and
Chief Operating Officer
|
538,307
|
*
|
|||
|
Brent B. Secrest (1)
|
Executive Vice President and
Chief Commercial Officer
|
304,882
|
*
|
|||
|
R. Daniel Boss (1)
|
Executive Vice President – Accounting, Risk Control and Information Technology
|
217,956
|
*
|
|||
|
All directors and executive officers (including all named executive officers) of Enterprise GP, as a group (15 individuals in total)
|
711,638,754
|
32.8%
|
||||
|
* Represents a beneficial ownership of less than 1% of class
|
|
|
(1)
|
These individuals are named executive officers for the year ended December 31, 2023.
|
|
(2)
|
The number of common units presented for Mr. Teague includes (i) 70,731 common units held by a trust, (ii) 41,155 common units held by his spouse and (iii) 6,060 common units held by minor children.
|
|
(3)
|
The number of common units presented for Mr. Fowler includes (i) 708,419 common units held by a family limited partnership (for which he has disclaimed beneficial ownership except to the extent of his pecuniary interest) and (ii) 2,339 common units held by his spouse.
|
|
(4)
|
The number of common units presented for Ms. Barth includes 19,050 common units held for the benefit of her parents (for which she has disclaimed beneficial ownership except to the extent of her pecuniary interest).
|
|
(5)
|
The number of common units presented for Mr. Brasseux includes 2,882 common units held by his spouse.
|
|
(6)
|
The number of common units presented for Mrs. Followill includes 1,200 common units held for the benefit of her mother-in-law (for which she has disclaimed beneficial ownership except to the extent of her pecuniary interest).
|
|
(7)
|
The number of common units presented for Mr. Hackett includes (i) 10,215 common units held by family trusts and (ii) 34,897 common units held by a family limited partnership.
|
| • |
each non-management director of Enterprise GP is required to own our common units having an aggregate value (as defined in the guidelines) of three times the dollar amount of such non-management director’s aggregate annual cash retainer for service on the Board for the most recently completed calendar year; and
|
| • |
each executive officer of Enterprise GP is required to own our common units having an aggregate value (as defined in the guidelines) of three times the dollar amount of such executive officer’s aggregate annual base salary for the most recently completed calendar year.
|
|
|
Number of
|
|||
|
Units
|
||||
|
Remaining
|
||||
|
Available For
|
||||
|
Number of
|
Future Issuance
|
|||
|
Units to
|
Weighted-
|
Under Equity
|
||
|
Be Issued
|
Average
|
Compensation
|
||
|
Upon Exercise
|
Exercise Price
|
Plans (excluding
|
||
|
of Outstanding
|
of Outstanding
|
securities
|
||
|
Common Unit
|
Common Unit
|
reflected in
|
||
|
Plan Category
|
Options
|
Options
|
column (a))
|
|
|
(a)
|
(b)
|
(c)
|
||
|
Equity compensation plans approved by unitholders:
|
||||
|
2008 Plan (1)
|
–
|
–
|
109,102,487
|
|
|
Equity compensation plans not approved by unitholders:
|
||||
|
None
|
–
|
–
|
–
|
|
|
Total for equity compensation plans
|
–
|
–
|
109,102,487
|
|
|
(1)
|
At December 31, 2023, the total number of common units authorized for issuance under the 2008 Plan was 165,000,000 common units.
|
| • |
pursuant to our partnership agreement or the limited liability company agreement of Enterprise GP, as such agreements may be amended from time to time, including without limitation for the purpose of obtaining “Special Approval” (as described below);
|
| • |
in which an officer or director of Enterprise GP or any of our subsidiaries, or an immediate family member of such an officer or director, has an interest that is financially material to such officer, director or immediate family member (as applicable) or is otherwise a named party;
|
| • |
when requested to do so by management or the Board;
|
| • |
in accordance with and to the extent required under Rule 314.00 of the Listed Company Manual of the NYSE;
|
| • |
with a value of $5 million or more (unless such transaction is equivalent to an arm’s length transaction with a third party); or
|
| • |
that it may otherwise deem appropriate from time to time.
|
| • |
the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest;
|
| • |
the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to us);
|
| • |
any customary or accepted industry practices and any customary or historical dealings with a particular party;
|
| • |
any applicable generally accepted accounting or engineering practices or principles;
|
| • |
the relative cost of capital of the parties involved and the consequent rates of return to the equity holders of such parties; and
|
| • |
such additional factors as the Audit and Conflicts Committee determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances.
|
| • |
assessing the business rationale for the transaction;
|
| • |
reviewing the terms and conditions of the proposed transaction, including consideration and financing requirements, if any;
|
| • |
assessing the effect of the transaction on our results of operations, financial condition, cash available for distribution, properties or prospects;
|
| • |
conducting due diligence, including interviews and discussions with management and other representatives and reviewing transaction materials and findings of management and other representatives;
|
| • |
considering the relative advantages and disadvantages of the transactions to the parties involved;
|
| • |
engaging third party financial advisors to provide financial advice and assistance, including fairness opinions if requested;
|
| • |
engaging legal advisors; and
|
| • |
evaluating and negotiating the transaction and recommending for approval or approving the transaction, as the case may be.
|
|
For the Year Ended December 31,
|
||||||||
|
2023
|
2022
|
|||||||
|
Audit fees (1)
|
$
|
5,386,633
|
$
|
5,398,000
|
||||
|
(1)
|
Audit fees for 2023 and 2022 include $67,500 and $40,000, respectively, of charges for audit-related projects that were reimbursed by business partners.
|
| (1) |
Financial Statements: See “
Index to Consolidated Financial Statements
” beginning on page F-1 of this annual report for the financial statements included herein.
|
| (2) |
Financial Statement Schedules: The separate filing of financial statement schedules has been omitted because such schedules are either not applicable or the information called for therein appears in the footnotes of our Consolidated Financial Statements.
|
| (3) |
Exhibits:
|
|
Exhibit Number
|
Exhibit*
|
|
2.1
|
|
|
2.2
|
|
|
2.3
|
|
|
2.4
|
|
|
2.5
|
|
|
2.6
|
|
|
2.7
|
|
|
2.8
|
|
|
2.9
|
|
2.10
|
|
|
2.11
|
|
|
2.12
|
|
|
2.13
|
|
|
2.14
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
|
3.6
|
|
|
3.7
|
|
|
3.8
|
|
|
3.9
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
|
4.15
|
|
|
4.16
|
|
|
4.17
|
|
4.18
|
|
|
4.19
|
|
|
4.20
|
|
|
4.21
|
|
|
4.22
|
|
|
4.23
|
|
|
4.24
|
|
|
4.25
|
|
|
4.26
|
|
|
4.27
|
|
|
4.28
|
|
|
4.29
|
|
|
4.30
|
|
4.31
|
|
|
4.32
|
|
|
4.33
|
|
|
4.34
|
|
|
4.35
|
|
|
4.36
|
|
|
4.37
|
|
|
4.38
|
|
|
4.39
|
|
|
4.40
|
|
|
4.41
|
|
|
4.42
|
|
|
4.43
|
|
|
4.44
|
|
|
4.45
|
|
|
4.46
|
|
|
4.47
|
|
4.48
|
|
|
4.49
|
|
|
4.50
|
|
|
4.51
|
|
|
4.52
|
|
|
4.53
|
|
|
4.54
|
|
|
4.55
|
|
|
4.56
|
|
|
4.57
|
|
|
4.58
|
|
|
4.59
|
|
|
4.60
|
|
|
4.61
|
|
|
4.62
|
|
|
4.63
|
|
|
4.64
|
|
4.65
|
|
|
4.66
|
|
|
4.67
|
|
|
4.68
|
|
|
4.69
|
|
|
4.70
|
|
|
4.71
|
|
|
4.72
|
|
|
4.73
|
|
|
4.74
|
|
|
4.75
|
|
|
4.76
|
|
|
4.77
|
|
|
4.78
|
|
|
4.79
|
|
4.80
|
|
|
4.81
|
|
|
4.82
|
|
|
4.83
|
|
|
4.84
|
|
|
4.85
|
|
|
4.86
|
|
|
4.87
|
|
|
10.1***
|
|
|
10.2***
|
|
|
10.3***
|
|
|
10.4***
|
|
|
10.5
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10***
|
|
|
10.11***
|
|
|
10.12***
|
|
|
10.13***
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17***
|
|
|
10.18***
|
|
|
10.19***
|
|
|
10.20***
|
|
|
10.21***#
|
|
21.1#
|
|||
|
22.1#
|
|||
|
23.1#
|
|||
|
31.1#
|
|||
|
31.2#
|
|||
|
32.1#
|
|||
|
32.2#
|
|||
|
97.1#
|
|||
|
101#
|
Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language) in this Form 10-K include the: (i) Consolidated Balance Sheets, (ii) Statements of Consolidated Operations, (iii) Statements of Consolidated Comprehensive Income, (iv) Statements of Consolidated Cash Flows, (v) Statements of Consolidated Equity and (vi) Notes to the Consolidated Financial Statements.
|
||
|
104#
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
||
|
*
|
With respect to any exhibits incorporated by reference to any Exchange Act filings, the Commission file numbers for Enterprise Products Partners L.P., Enterprise GP Holdings L.P, TEPPCO Partners, L.P. and TE Products Pipeline Company, LLC are 1-14323, 1-32610, 1-10403 and 1-13603, respectively.
|
||
|
***
|
Identifies management contract and compensatory plan arrangements.
|
||
|
#
|
Filed with this report.
|
||
|
ENTERPRISE PRODUCTS PARTNERS L.P.
|
|
|
(A Delaware Limited Partnership)
|
|
|
By:
|
Enterprise Products Holdings LLC, as General Partner
|
|
By:
|
/s/ R. Daniel Boss
|
|
Name:
|
R. Daniel Boss
|
|
Title:
|
Executive Vice President – Accounting, Risk Control and
Information Technology of the General Partner
|
|
Signature
|
Title (Position with Enterprise Products Holdings LLC)
|
|
|
/s/ Randa Duncan Williams
|
Director and Chairman of the Board
|
|
|
Randa Duncan Williams
|
||
|
/s/ Richard H. Bachmann
|
Director and Vice-Chairman of the Board
|
|
|
Richard H. Bachmann
|
||
|
/s/ A. James Teague
|
Director and Co-Chief Executive Officer
|
|
|
A. James Teague
|
||
|
/s/ W. Randall Fowler
|
Director, Co-Chief Executive Officer and Chief Financial Officer
|
|
|
W. Randall Fowler
|
||
|
/s/ Harry P. Weitzel
|
Director and Executive Vice President, General Counsel and Secretary
|
|
|
Harry P. Weitzel
|
||
|
/s/ Carin M. Barth
|
Director
|
|
|
Carin M. Barth
|
||
|
/s/ Murray E. Brasseux
|
Director
|
|
|
Murray E. Brasseux
|
||
|
/s/ Rebecca G. Followill
|
Director
|
|
|
Rebecca G. Followill
|
||
|
/s/ James T. Hackett
|
Director
|
|
|
James T. Hackett
|
||
|
/s/ William C. Montgomery
|
Director
|
|
|
William C. Montgomery
|
||
|
/s/ John R. Rutherford
|
Director
|
|
|
John R. Rutherford
|
||
|
/s/ R. Daniel Boss
|
Executive Vice President – Accounting, Risk Control and Information Technology
|
|
|
R. Daniel Boss
|
|
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
•
|
We tested the effectiveness of controls over the identification of events or changes in circumstances that indicate that the carrying value of long-lived assets may not be recoverable.
|
|
•
|
We evaluated management’s analysis of impairment indicators by:
|
|
-
|
Assessing whether long-lived assets having indicators of impairment were appropriately identified and further tested for impairment.
|
|
-
|
Comparing the recent gross operating margin results to the carrying value of long-lived assets to determine if there is an indicator that the carrying value may not be recoverable over the estimated remaining useful life.
|
|
-
|
Reading publicly available information for the industry, peers, and customers to determine whether a potential impairment indicator was not contemplated in management’s analysis.
|
|
-
|
Reading minutes of the Board of Directors to understand if there were factors that could represent a potential impairment indicator not contemplated in management’s analysis.
|
|
|
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Restricted cash
|
|
|
||||||
|
Accounts receivable – trade, net of allowance for credit losses
of $
|
|
|
||||||
|
Accounts receivable – related parties
|
|
|
||||||
|
Inventories (see Note 3)
|
|
|
||||||
|
Derivative assets (see Note 14)
|
|
|
||||||
|
Prepaid and other current assets
|
|
|
||||||
|
Total current assets
|
|
|
||||||
|
Property, plant and equipment, net
(see Note 4)
|
|
|
||||||
|
Investments in unconsolidated affiliates
(see Note 5)
|
|
|
||||||
|
Intangible assets, net
(see Note 6)
|
|
|
||||||
|
Goodwill
(see Note 6)
|
|
|
||||||
|
Other assets
|
|
|
||||||
|
Total assets
|
$
|
|
$
|
|
||||
|
|
||||||||
|
LIABILITIES AND EQUITY
|
||||||||
|
Current liabilities:
|
||||||||
|
Current maturities of debt (see Note 7)
|
$
|
|
$
|
|
||||
|
Accounts payable – trade
|
|
|
||||||
|
Accounts payable – related parties
|
|
|
||||||
|
Accrued product payables
|
|
|
||||||
|
Accrued interest
|
|
|
||||||
|
Derivative liabilities (see Note 14)
|
|
|
||||||
|
Other current liabilities
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
Long-term debt
(see Note 7)
|
|
|
||||||
|
Deferred tax liabilities
(see Note 16)
|
|
|
||||||
|
Other long-term liabilities
|
|
|
||||||
|
Commitments and contingent liabilities
(see
Note 17)
|
|
|
||||||
|
Redeemable preferred limited partner interests:
(see Note 8)
|
||||||||
|
Series A cumulative convertible preferred units (“preferred units”)
(
|
|
|
||||||
|
Equity:
(see Note 8)
|
||||||||
|
Partners’ equity:
|
||||||||
|
Common limited partner interests (
|
|
|
||||||
|
Treasury units, at cost
|
(
|
)
|
(
|
)
|
||||
|
Accumulated other comprehensive income
|
|
|
||||||
|
Total partners’ equity
|
|
|
||||||
|
Noncontrolling interests in consolidated subsidiaries
|
|
|
||||||
|
Total equity
|
|
|
||||||
|
Total liabilities, preferred units, and equity
|
$
|
|
$
|
|
||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Revenues:
|
||||||||||||
|
Third parties
|
$
|
|
$
|
|
$
|
|
||||||
|
Related parties
|
|
|
|
|||||||||
|
Total revenues (see Note 9)
|
|
|
|
|||||||||
|
Costs and expenses:
|
||||||||||||
|
Operating costs and expenses:
|
||||||||||||
|
Third party and other costs
|
|
|
|
|||||||||
|
Related parties
|
|
|
|
|||||||||
|
Total operating costs and expenses
|
|
|
|
|||||||||
|
General and administrative costs:
|
||||||||||||
|
Third party and other costs
|
|
|
|
|||||||||
|
Related parties
|
|
|
|
|||||||||
|
Total general and administrative costs
|
|
|
|
|||||||||
|
Total costs and expenses (see Note 10)
|
|
|
|
|||||||||
|
Equity in income of unconsolidated affiliates
|
|
|
|
|||||||||
|
Operating income
|
|
|
|
|||||||||
|
Other income (expense):
|
||||||||||||
|
Interest expense
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Interest income
|
|
|
|
|||||||||
|
Other, net
|
|
|
|
|||||||||
|
Total other expense, net
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Income before income taxes
|
|
|
|
|||||||||
|
Provision for income taxes (see Note 16)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net income
|
|
|
|
|||||||||
|
Net income attributable to noncontrolling interests (see Note 8)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net income attributable to preferred units (see Note 8)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net income attributable to common unitholders
|
$
|
|
$
|
|
$
|
|
||||||
|
|
||||||||||||
|
Earnings per unit:
(see Note 11)
|
||||||||||||
|
Basic earnings per common unit
|
$
|
|
$
|
|
$
|
|
||||||
|
Diluted earnings per common unit
|
$
|
|
$
|
|
$
|
|
||||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Net income
|
$
|
|
$
|
|
$
|
|
||||||
|
Other comprehensive income (loss):
|
||||||||||||
|
Cash flow hedges: (see Note 14)
|
||||||||||||
|
Commodity hedging derivative instruments:
|
||||||||||||
|
Changes in fair value of cash flow hedges
|
|
|
(
|
)
|
||||||||
|
Reclassification of losses (gains) to net income
|
(
|
)
|
(
|
)
|
|
|||||||
|
Interest rate hedging derivative instruments:
|
||||||||||||
|
Changes in fair value of cash flow hedges
|
(
|
)
|
|
|
||||||||
|
Reclassification of losses (gains) to net income
|
(
|
)
|
|
|
||||||||
|
Total cash flow hedges
|
(
|
)
|
|
|
||||||||
|
Total other comprehensive income (loss)
|
(
|
)
|
|
|
||||||||
|
Comprehensive income
|
|
|
|
|||||||||
|
Comprehensive income attributable to noncontrolling interests
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Comprehensive income attributable to preferred units (see Note 8)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Comprehensive income attributable to common unitholders
|
$
|
|
$
|
|
$
|
|
||||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Operating activities:
|
||||||||||||
|
Net income
|
$
|
|
$
|
|
$
|
|
||||||
|
Reconciliation of net income to net cash flows provided by operating activities:
|
||||||||||||
|
Depreciation and accretion
|
|
|
|
|||||||||
|
Amortization of intangible assets
|
|
|
|
|||||||||
|
Amortization of major maintenance costs for reaction-based plants
|
|
|
|
|||||||||
|
Other amortization expense
|
|
|
|
|||||||||
|
Impairment of assets other than goodwill (see Notes 2 and 4)
|
|
|
|
|||||||||
|
Equity in income of unconsolidated affiliates
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Distributions received from unconsolidated affiliates attributable to earnings
|
|
|
|
|||||||||
|
Net losses (gains) attributable to asset sales and related matters (see Note 19)
|
(
|
)
|
|
|
||||||||
|
Deferred income tax expense
|
|
|
|
|||||||||
|
Change in fair market value of derivative instruments
|
|
|
(
|
)
|
||||||||
|
Non-cash expense related to long-term operating leases (see Note 17)
|
|
|
|
|||||||||
|
Net effect of changes in operating accounts (see Note 19)
|
(
|
)
|
(
|
)
|
|
|||||||
|
Other operating activities
|
|
|
(
|
)
|
||||||||
|
Net cash flows provided by operating activities
|
|
|
|
|||||||||
|
Investing activities:
|
||||||||||||
|
Capital expenditures
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Cash used for business combinations, net of cash received (see Note 12)
|
|
(
|
)
|
|
||||||||
|
Investments in unconsolidated affiliates
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Distributions received from unconsolidated affiliates attributable to the return of capital
|
|
|
|
|||||||||
|
Proceeds from asset sales and other matters (see Note 19)
|
|
|
|
|||||||||
|
Other investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Cash used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Financing activities:
|
||||||||||||
|
Borrowings under debt agreements
|
|
|
|
|||||||||
|
Repayments of debt
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Debt issuance costs
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Monetization of interest rate derivative instruments (see Note 14)
|
|
|
|
|||||||||
|
Cash distributions paid to common unitholders (see Note 8)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Cash payments made in connection with distribution equivalent rights
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Cash distributions paid to noncontrolling interests (see Note 8)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Cash contributions from noncontrolling interests (see Note 8)
|
|
|
|
|||||||||
|
Repurchase of common units under 2019 Buyback Program (see Note
8)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Other financing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Cash used in financing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net change in cash and cash equivalents, including restricted cash
|
|
(
|
)
|
|
||||||||
|
Cash and cash equivalents, including restricted cash, January 1
|
|
|
|
|||||||||
|
Cash and cash equivalents, including restricted cash, December 31
|
$
|
|
$
|
|
$
|
|
||||||
|
|
Partners’ Equity
|
|||||||||||||||||||
|
|
Common
Limited
Partner
Interests
|
Treasury
Units
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Noncontrolling
Interests in
Consolidated
Subsidiaries
|
Total
|
|||||||||||||||
|
Balance,
December 31, 2020
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
||||||||
|
Net income
|
|
|
|
|
|
|||||||||||||||
|
Cash distributions paid to common unitholders
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Cash payments made in connection with distribution
equivalent rights
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Cash distributions paid to noncontrolling interests
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Cash contributions from noncontrolling interests
|
|
|
|
|
|
|||||||||||||||
|
Repurchase and cancellation of common units under
2019 Buyback Program
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Amortization of fair value of equity-based awards
|
|
|
|
|
|
|||||||||||||||
|
Cash flow hedges
|
|
|
|
|
|
|||||||||||||||
|
Other, net
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Balance, December 31, 2021
|
|
(
|
)
|
|
|
|
||||||||||||||
|
Net income
|
|
|
|
|
|
|||||||||||||||
|
Cash distributions paid to common unitholders
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Cash payments made in connection with distribution
equivalent rights
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Cash distributions paid to noncontrolling interests
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Cash contributions from noncontrolling interests
|
|
|
|
|
|
|||||||||||||||
|
Repurchase and cancellation of common units under
2019 Buyback Program
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Amortization of fair value of equity-based awards
|
|
|
|
|
|
|||||||||||||||
|
Cash flow hedges
|
|
|
|
|
|
|||||||||||||||
|
Other, net
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Balance, December 31, 2022
|
|
(
|
)
|
|
|
|
||||||||||||||
|
Net income
|
|
|
|
|
|
|||||||||||||||
|
Cash distributions paid to common unitholders
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Cash payments made in connection with distribution
equivalent rights
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Cash distributions paid to noncontrolling interests
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
|
Cash contributions from noncontrolling interests
|
|
|
|
|
|
|||||||||||||||
|
Repurchase and cancellation of common units under
2019 Buyback Program
|
(
|
)
|
|
|
|
(
|
)
|
|||||||||||||
|
Amortization of fair value of equity-based awards
|
|
|
|
|
|
|||||||||||||||
|
Cash flow hedges
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
|
Other, net
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
||||||||||||
|
Balance, December 31, 2023
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
|||||||||
|
•
|
natural gas gathering, treating, processing, transportation and storage;
|
|
•
|
NGL transportation, fractionation, storage, and marine terminals (including those used to export liquefied petroleum gases (“LPG”) and ethane);
|
|
•
|
crude oil gathering, transportation, storage, and marine terminals;
|
|
•
|
propylene production facilities (including propane dehydrogenation (“PDH”) facilities), butane isomerization, octane enhancement, isobutane dehydrogenation (“iBDH”) and high purity isobutylene (“HPIB”) production facilities;
|
|
•
|
petrochemical and refined products transportation, storage, and marine terminals (including those used to export ethylene and polymer grade propylene (“PGP”)); and
|
|
•
|
a marine transportation business that operates on key U.S. inland and intracoastal waterway systems.
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Balance at beginning of period
|
$
|
|
$
|
|
$
|
|
||||||
|
Charged to costs and expenses
|
|
|
|
|||||||||
|
Charged to other accounts
|
|
|
|
|||||||||
|
Deductions
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Balance at end of period
|
$
|
|
$
|
|
$
|
|
||||||
|
|
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Restricted cash
|
|
|
||||||
|
Total cash, cash equivalents and restricted cash shown in the
Statements of Consolidated Cash Flows
|
$
|
|
$
|
|
||||
| • |
Changes in the fair value of a recognized asset or liability, or an unrecognized firm commitment – In a fair value hedge, gains and losses for both the derivative instrument and the hedged item are recognized in income during the period of change.
|
| • |
Variable cash flows of a forecasted transaction – In a cash flow hedge, the change in the fair value of the hedge is reported in other comprehensive income (loss) and is reclassified to earnings when the forecasted transaction affects earnings.
|
| • |
Level 1 fair value measures
. Level 1 fair values are based on quoted prices, which are available in active markets for identical assets or liabilities as of the measurement date. Active markets are defined as those in which transactions for identical assets or liabilities occur with sufficient frequency so as to provide pricing information on an ongoing basis (e.g., transactions on the New York Mercantile Exchange (“NYMEX”) and Intercontinental Exchange (“ICE”)). Our Level 1 fair values consist of financial assets and liabilities such as exchange-traded commodity derivative instruments.
|
| • |
Level 2 fair value measures
. Level 2 fair values are based on pricing inputs other than quoted prices in active markets (a Level 1 fair value measure) and are either directly or indirectly observable as of the measurement date. Level 2 fair values include instruments that are valued using financial models or other appropriate valuation methodologies. Such financial models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, the time value of money, volatility factors, current market and contractual prices for the underlying instruments and other relevant economic measures. Substantially all of these assumptions (i) are observable in the marketplace throughout the full term of the instrument; (ii) can be derived from observable data; or (iii) are validated by inputs other than quoted prices (e.g., interest rate and yield curves at commonly quoted intervals). Our Level 2 fair values primarily consist of commodity derivative instruments such as forwards, swaps and other instruments transacted on an exchange or over-the-counter and interest rate derivative instruments. The fair values of these derivative instruments are based on observable price quotes for similar products and locations. The fair value of our interest rate derivatives are determined using financial models that incorporate third-party yield curves for the same period as the future interest rate derivative settlements.
|
| • |
Level 3 fair value measures
. Level 3 fair values are based on unobservable inputs. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Unobservable inputs reflect management’s ideas about the assumptions that market participants would use in pricing an asset or liability (including assumptions about risk). Unobservable inputs are based on the best information available to us in the circumstances, which might include our internally developed forecasts. Level 3 inputs are typically used in connection with internally developed valuation methodologies where we make our best estimate of fair value. Valuations using Level 3 inputs are reviewed and approved by members of senior management.
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Impairment charges reflected in operating costs and expenses:
|
||||||||||||
|
Property, plant and equipment
|
$
|
|
$
|
|
$
|
|
||||||
|
Other (1)
|
|
|
|
|||||||||
|
Total asset impairment charges in operating costs and expenses (2)
|
|
|
|
|||||||||
|
Other property, plant and equipment impairment charges (3)
|
|
|
|
|||||||||
|
Total asset impairment charges
|
$
|
|
$
|
|
$
|
|
||||||
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
| • |
Impairment Testing for Long-Lived Assets.
Long-lived assets, which consist of intangible assets with finite lives and property, plant and equipment, are reviewed for impairment 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 carrying value of a long-lived asset is deemed not recoverable if it exceeds the sum of undiscounted estimated cash flows expected to result from the use and eventual disposition of the asset. If the asset’s carrying value exceeds the sum of its undiscounted cash flows, a non-cash asset impairment charge equal to the excess of the asset’s carrying value over its estimated fair value is recorded. Fair value is defined as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at a specified measurement date. We measure fair value using market price indicators or, in the absence of such data, appropriate valuation techniques. See Note
4
for information regarding impairment charges attributable to property, plant and equipment.
|
| • |
Impairment Testing for Investments in Unconsolidated Affiliates.
We evaluate our equity method investments for impairment when there are events or changes in circumstances that indicate there is a potential loss in value of the investment attributable to an other-than-temporary decline. Examples of such events or changes in circumstances include continuing operating losses of the entity and/or long-term negative changes in the entity’s industry. In the event we determine that the value of an investment is not recoverable due to an other-than-temporary decline, we record a non-cash impairment charge to adjust the carrying value of the investment to its estimated fair value. We did not record any non-cash impairment charges related to our equity method investments during the years ended December 31, 2023, 2022 or 2021. See Note 5 for information regarding our equity method investments.
|
| • |
Impairment Testing for Goodwill.
Goodwill, which represents the cost of an acquired business in excess of the fair value of its net assets at the acquisition date, is subject to annual impairment testing in the fourth quarter of each year or when events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable. We test goodwill for impairment at the reporting unit (or operating segment) level following guidance in ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” Goodwill impairment charges represent the amount by which a reporting unit’s carrying value (including its respective goodwill) exceeds its fair value, not to exceed the carrying amount of the reporting unit’s goodwill.
|
|
|
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
NGLs
|
$
|
|
$
|
|
||||
|
Petrochemicals and refined products
|
|
|
||||||
|
Crude oil
|
|
|
||||||
|
Natural gas
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Cost of sales (1)
|
$
|
|
$
|
|
$
|
|
||||||
|
Lower of cost or net realizable value adjustments recognized in cost of sales
|
|
|
|
|||||||||
|
(1)
|
|
|
|
Estimated
Useful Life
|
December 31,
|
||||||||||
|
|
in Years
|
2023
|
2022
|
|||||||||
|
Plants, pipelines and facilities (1)(5)
|
|
$
|
|
$
|
|
|||||||
|
Underground and other storage facilities (2)(6)
|
|
|
|
|||||||||
|
Transportation equipment (3)
|
|
|
|
|||||||||
|
Marine vessels (4)
|
|
|
|
|||||||||
|
Land
|
|
|
||||||||||
|
Construction in progress
|
|
|
||||||||||
|
Subtotal
|
|
|
||||||||||
|
Less accumulated depreciation
|
|
|
||||||||||
|
Subtotal property, plant and equipment, net
|
|
|
||||||||||
|
Capitalized major maintenance costs for reaction-based
plants, net of accumulated amortization (7)
|
|
|
||||||||||
|
Property, plant and equipment, net
|
$
|
|
$
|
|
||||||||
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
|
(5)
|
|
|
(6)
|
|
|
(7)
|
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Depreciation expense (1)
|
$
|
|
$
|
|
$
|
|
||||||
|
Capitalized interest (2)
|
|
|
|
|||||||||
|
(1)
|
|
|
(2)
|
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
ARO liability beginning balance
|
$
|
|
$
|
|
$
|
|
||||||
|
Liabilities incurred (1)
|
|
|
|
|||||||||
|
Revisions in estimated cash flows (2)
|
(
|
)
|
|
|
||||||||
|
Liabilities settled (3)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Accretion expense (4)
|
|
|
|
|||||||||
|
ARO liability ending balance
|
$
|
|
$
|
|
$
|
|
||||||
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
|
2024
|
2025
|
2026
|
2027
|
2028
|
||||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||
|
For the Year Ended December 31,
|
||||||||||||
|
2023
|
2022
|
2021
|
||||||||||
|
NGL Pipelines & Services
|
$
|
|
$
|
|
$
|
|
||||||
|
Crude Oil Pipelines & Services
|
|
|
|
|||||||||
|
Natural Gas Pipelines & Services (1)
|
|
|
|
|||||||||
|
Petrochemical & Refined Products Services (2)
|
|
|
|
|||||||||
|
Total impairment charges for property, plant and equipment
|
$
|
|
$
|
|
$
|
|
||||||
|
(1)
|
|
|
(2)
|
|
| • |
In December 2021, we evaluated our marine transportation business for impairment due to a further deterioration of demand for such services, which resulted in lower-than-expected term and spot rates. As a result of our review, we recognized an impairment charge of $
|
| • |
In March 2021, we entered into agreements to sell a coal bed natural gas gathering system and related Val Verde treating facility, both of which were components of our San Juan Gathering System, to a third party for $
|
|
|
Ownership
Interest at
December 31,
|
|
December 31,
|
||||
|
2023
|
2023
|
2022
|
|||||
|
NGL Pipelines & Services:
|
|
|
|
|
|
||
|
Venice Energy Service Company, L.L.C. (“VESCO”)
|
|
|
$
|
|
|
$
|
|
|
K/D/S Promix, L.L.C. (“Promix”)
|
|
|
|
|
|
|
|
|
Baton Rouge Fractionators LLC (“BRF”)
|
|
|
|
|
|
|
|
|
Skelly-Belvieu Pipeline Company, L.L.C. (“Skelly-Belvieu”)
|
|
|
|
|
|
|
|
|
Texas Express Pipeline LLC (“Texas Express”)
|
|
|
|
|
|
|
|
|
Texas Express Gathering LLC (“TEG”)
|
|
|
|
|
|
|
|
|
Front Range Pipeline LLC (“Front Range”)
|
|
|
|
|
|
|
|
|
Crude Oil Pipelines & Services:
|
|
|
|
|
|
|
|
|
Seaway Crude Holdings LLC (“Seaway”)
|
|
|
|
|
|
|
|
|
Eagle Ford Pipeline LLC (“Eagle Ford Crude Oil Pipeline”)
|
|
|
|
|
|
|
|
|
Eagle Ford Terminals Corpus Christi LLC (“Eagle Ford Corpus Christi”)
|
|
|
|
||||
|
Natural Gas Pipelines & Services:
|
|
|
|
|
|
|
|
|
White River Hub, LLC (“White River Hub”)
|
|
|
|
|
|
|
|
|
Old Ocean Pipeline, LLC (“Old Ocean”)
|
|
|
|
||||
|
Petrochemical & Refined Products Services:
|
|
|
|
||||
|
Baton Rouge Propylene Concentrator LLC (“BRPC”)
|
|
|
|
||||
|
Transport 4, LLC (“Transport 4”)
|
|
|
|
|
|
||
|
Total
|
$
|
|
$
|
|
|||
| • |
VESCO
owns the Venice natural gas processing facility and a related gathering system located in south Louisiana.
|
| • |
Promix
owns an NGL fractionation facility and a related gathering system located in south Louisiana.
|
| • |
BRF
owns an NGL fractionation facility located in south Louisiana.
|
| • |
Skelly-Belvieu
owns a pipeline that transports mixed NGLs from Skellytown, Texas to Chambers County, Texas.
|
| • |
Texas Express
owns an NGL pipeline that extends from Skellytown, Texas to our Chambers County NGL fractionation and storage complex. Mixed NGLs from the Rocky Mountains, Permian Basin and Mid-Continent regions are delivered to the Texas Express Pipeline via an interconnect with our Mid-America Pipeline System near Skellytown. In addition, the Texas Express Pipeline transports mixed NGLs gathered by Texas Express Gathering System. Also, mixed NGLs originating from the Denver-Julesburg (“DJ”) Basin in Colorado are transported to the Texas Express Pipeline using the Front Range Pipeline.
|
| • |
TEG
owns two NGL gathering systems that deliver mixed NGLs to the Texas Express Pipeline.
|
| • |
Front Range
owns an NGL pipeline that transports mixed NGLs from natural gas processing facilities located in the DJ Basin to an interconnect with our Texas Express Pipeline and Mid-America Pipeline System and other third party facilities near Skellytown, Texas.
|
| • |
Seaway
owns a crude oil pipeline system that connects the Cushing, Oklahoma hub, which is a major industry trading hub and price settlement point for West Texas Intermediate on the NYMEX, with markets in Southeast Texas. The Seaway Pipeline is comprised of the Longhaul System, the Freeport System and the Texas City System.
|
| • |
Eagle Ford Crude Oil Pipeline
owns a pipeline that transports crude oil and condensate for producers in South Texas. The system originates in Gardendale, Texas and extends to Corpus Christi, Texas. The system interconnects with our South Texas Crude Oil Pipeline System and a marine terminal owned by Eagle Ford Corpus Christi.
|
| • |
Eagle Ford Corpus Christi
owns a marine crude oil terminal located in Corpus Christi, Texas that can load ocean-going vessels with either crude oil or condensate.
|
| • |
White River Hub
owns a natural gas hub facility serving producers in the Piceance Basin of northwest Colorado.
|
| • |
Old Ocean
owns a natural gas pipeline that extends from near Maypearl, Texas to Sweeny, Texas.
|
| • |
BRPC
owns a propylene fractionation facility located in south Louisiana.
|
| • |
Transport 4
provides pipeline and terminal logistics services used by our refined products pipelines.
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
NGL Pipelines & Services
|
$
|
|
$
|
|
$
|
|
||||||
|
Crude Oil Pipelines & Services
|
|
|
|
|||||||||
|
Natural Gas Pipelines & Services
|
|
|
|
|||||||||
|
Petrochemical & Refined Products Services
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
|
December 31, 2023
|
December 31, 2022
|
||||||||||||||||||||||
|
|
Gross
Value
|
Accumulated
Amortization
|
Carrying
Value
|
Gross
Value
|
Accumulated
Amortization
|
Carrying
Value
|
||||||||||||||||||
|
NGL Pipelines & Services:
|
||||||||||||||||||||||||
|
Customer relationship intangibles
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
|
Contract-based intangibles
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Segment total
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Crude Oil Pipelines & Services:
|
||||||||||||||||||||||||
|
Customer relationship intangibles
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Contract-based intangibles
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Segment total
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Natural Gas Pipelines & Services:
|
||||||||||||||||||||||||
|
Customer relationship intangibles
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Contract-based intangibles
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Segment total
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Petrochemical & Refined Products Services:
|
||||||||||||||||||||||||
|
Customer relationship intangibles
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Contract-based intangibles
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Segment total
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Total intangible assets
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
NGL Pipelines & Services
|
$
|
|
$
|
|
$
|
|
||||||
|
Crude Oil Pipelines & Services
|
|
|
|
|||||||||
|
Natural Gas Pipelines & Services
|
|
|
|
|||||||||
|
Petrochemical & Refined Products Services
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
2024
|
2025
|
2026
|
2027
|
2028
|
||||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||
|
a
|
Weighted
Average
Remaining
Amortization
Period
|
December 31, 2023
|
|||||||||
|
Gross
Value
|
Accumulated
Amortization
|
Carrying
Value
|
|||||||||
|
Basin-specific customer relationships:
|
|||||||||||
|
EFS Midstream (acquired 2015)
|
|
$
|
|
$
|
(
|
$
|
|
||||
|
State Line and Fairplay (acquired 2010)
|
|
|
(
|
|
|||||||
|
San Juan Gathering (acquired 2004)
|
|
|
(
|
|
|||||||
|
General customer relationships:
|
|||||||||||
|
Oiltanking (acquired 2014)
|
|
|
(
|
|
|||||||
| • |
The
State Line and Fairplay
customer relationships provide us with long-term access to natural gas producers served by our Haynesville and Fairplay Gathering Systems.
The Haynesville Gathering System gathers and treats natural gas produced from the Haynesville and Bossier Shale supply basins and the Cotton Valley and Taylor Sand formations in Louisiana and East Texas. The Fairplay Gathering System gathers natural gas produced from the Cotton Valley formation in East Texas.
|
| • |
The
San Juan Gathering
customer relationships provide us with long-term access to natural gas producers in the San Juan Basin served by our San Juan Gathering System.
|
| • |
The
Oiltanking
customer relationships provide us with long-term access to crude oil and refined products storage and terminal customers served at our Houston Ship Channel and Beaumont, Texas terminals.
|
|
a
|
Weighted
Average
Remaining
Amortization
Period
|
December 31, 2023
|
|||||||||
|
Gross
Value
|
Accumulated
Amortization
|
Carrying
Value
|
|||||||||
|
Navitas Midstream customer contracts
|
|
$
|
|
$
|
(
|
$
|
|
||||
|
Jonah natural gas gathering agreements
|
|
|
(
|
|
|||||||
|
Delaware Basin natural gas processing contracts
|
|
|
(
|
|
|||||||
| • |
The
Jonah natural gas gathering agreements
represent the estimated value we assigned to natural gas gathering contracts acquired in 2001 associated with the Jonah Gathering System. Amortization expense attributable to these intangible assets is recorded using a units-of-production method based on gathering volumes.
|
| • |
The
Delaware Basin natural gas processing contracts
represent the estimated value we assigned to natural gas processing contracts we acquired in 2018 in connection with our step acquisition of the remaining 50% member interest in Delaware Basin Gas Processing LLC. Amortization expense attributable to these contracts is recorded using a straight-line approach over the terms of the underlying contracts.
|
|
|
NGL
Pipelines
& Services
|
Crude Oil
Pipelines
& Services
|
Natural Gas
Pipelines
& Services
|
Petrochemical
& Refined
Products
Services
|
Consolidated
Total
|
|||||||||||||||
|
Balance at
December 31, 2021
(1)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
Goodwill related to acquisition (2)
|
|
|
|
|
|
|||||||||||||||
|
Balance at
December 31, 2022
(1)
|
|
|
|
|
|
|||||||||||||||
|
Balance at
December 31, 2023
(1)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
|
(1)
|
|
|
(2)
|
|
|
|
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
EPO senior debt obligations:
|
||||||||
|
Commercial Paper Notes, variable-rates
|
$
|
|
$
|
|
||||
|
Senior Notes HH,
|
|
|
||||||
|
Senior Notes JJ,
|
|
|
||||||
|
March 2023 $1.5 Billion 364-Day Revolving Credit Agreement, variable-rate, due March 2024 (1)
|
|
|
||||||
|
Senior Notes MM,
|
|
|
||||||
|
Senior Notes FFF,
|
|
|
||||||
|
Senior Notes PP,
|
|
|
||||||
|
Senior Notes SS,
|
|
|
||||||
|
March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement, variable-rate, due March 2028 (2)
|
|
|
||||||
|
Senior Notes WW,
|
|
|
||||||
|
Senior Notes YY,
|
|
|
||||||
|
Senior Notes AAA,
|
|
|
||||||
|
Senior Notes GGG,
|
|
|
||||||
|
Senior Notes D,
|
|
|
||||||
|
Senior Notes H,
|
|
|
||||||
|
Senior Notes J,
|
|
|
||||||
|
Senior Notes W,
|
|
|
||||||
|
Senior Notes R,
|
|
|
||||||
|
Senior Notes Z,
|
|
|
||||||
|
Senior Notes BB,
|
|
|
||||||
|
Senior Notes DD,
|
|
|
||||||
|
Senior Notes EE,
|
|
|
||||||
|
Senior Notes GG,
|
|
|
||||||
|
Senior Notes II,
|
|
|
||||||
|
Senior Notes KK,
|
|
|
||||||
|
Senior Notes QQ,
|
|
|
||||||
|
Senior Notes UU,
|
|
|
||||||
|
Senior Notes XX,
|
|
|
||||||
|
Senior Notes ZZ,
|
|
|
||||||
|
Senior Notes BBB,
|
|
|
||||||
|
Senior Notes DDD,
|
|
|
||||||
|
Senior Notes EEE,
|
|
|
||||||
|
Senior Notes NN,
|
|
|
||||||
|
Senior Notes CCC,
|
|
|
||||||
|
Total principal amount of senior debt obligations
|
|
|
||||||
|
EPO Junior Subordinated Notes C, variable-rate, due June 2067
(3)(7)
|
|
|
||||||
|
EPO Junior Subordinated Notes D, variable-rate, due August 2077
(4)(7)
|
|
|
||||||
|
EPO Junior Subordinated Notes E, fixed/variable-rate, due August 2077
(5)(7)
|
|
|
||||||
|
EPO Junior Subordinated Notes F, fixed/variable-rate, due February 2078
(6)(7)
|
|
|
||||||
|
TEPPCO Junior Subordinated Notes, variable-rate, due June 2067
(3)(7)
|
|
|
||||||
|
Total principal amount of senior and junior debt obligations
|
|
|
||||||
|
Other, non-principal amounts
|
(
|
)
|
(
|
)
|
||||
|
Less current maturities of debt
|
(
|
)
|
(
|
)
|
||||
|
Total long-term debt
|
$
|
|
$
|
|
||||
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
|
(5)
|
|
|
(6)
|
|
|
(7)
|
|
|
|
Range of Interest
Rates Paid
|
Weighted-Average
Interest Rate Paid
|
|
Commercial Paper Notes
|
|
|
|
EPO Junior Subordinated Notes C and TEPPCO Junior Subordinated Notes
|
|
|
|
EPO Junior Subordinated Notes D
|
|
|
|
|
Scheduled Maturities of Debt
|
|||||||||||||||||||||||||||
|
|
Total
|
2024
|
2025
|
2026
|
2027
|
2028
|
Thereafter
|
|||||||||||||||||||||
|
Commercial Paper Notes
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Senior Notes
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Junior Subordinated Notes
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Common units outstanding at
December 31, 2020
|
|
|||
|
Common unit repurchases under 2019 Buyback Program
|
(
|
)
|
||
|
Common units issued in connection with the vesting of phantom unit awards, net
|
|
|||
|
Other
|
|
|||
|
Common units outstanding at
December 31, 2021
|
|
|||
|
Common unit repurchases under 2019 Buyback Program
|
(
|
)
|
||
|
Common units issued in connection with the vesting of phantom unit awards, net
|
|
|||
|
Other
|
|
|||
|
Common units outstanding at
December 31, 2022
|
|
|||
|
Common unit repurchases under 2019 Buyback Program
|
(
|
)
|
||
|
Common units issued in connection with the vesting of phantom unit awards, net
|
|
|||
|
Other
|
|
|||
|
Common units outstanding at
December 31, 2023
|
|
|
Preferred units outstanding at December 31, 2020
|
|
|||
|
Paid-in kind distribution to related party
|
|
|||
|
Preferred units outstanding at December 31, 2021
|
|
|||
|
Preferred units outstanding at December 31, 2022
|
|
|||
|
Preferred units outstanding at December 31, 2023
|
|
|
•
|
With respect to distribution and liquidation rights, the preferred units rank senior to the Partnership’s common units. Preferred units held by persons other than the Partnership, its subsidiaries and its affiliates generally will vote on an as-converted basis with the Partnership’s common units and have certain class voting rights with respect to certain protective matters.
|
|
•
|
Holders of the preferred units are entitled to receive cumulative quarterly distributions at a rate of
|
|
•
|
Subject to certain limitations, each preferred unitholder may elect to convert its preferred units on or after September 30, 2025 into a number of the Partnership’s common units equal to (a) the number of preferred units to be converted multiplied by (b) the quotient of (i) $
|
|
•
|
The Partnership may elect to redeem the preferred units for cash, in whole or in part, based on a redemption price outlined in the following schedule, plus any accrued and unpaid distributions at the redemption date:
|
|
•
|
$
|
|
•
|
$
|
|
•
|
$
|
|
•
|
$
|
|
•
|
if a Change of Control event occurs prior to September 30, 2026, the redemption price is $
|
|
|
Cash Flow Hedges
|
|||||||||||||||
|
|
Commodity
Derivative
Instruments
|
Interest Rate
Derivative
Instruments
|
Other
|
Total
|
||||||||||||
|
Accumulated Other Comprehensive Income (Loss),
December 31, 2021
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Other comprehensive income (loss) for period, before reclassifications
|
|
|
|
|
||||||||||||
|
Reclassification of losses (gains) to net income during period
|
(
|
)
|
|
|
(
|
)
|
||||||||||
|
Total other comprehensive income (loss) for period
|
|
|
|
|
||||||||||||
|
Accumulated Other Comprehensive Income (Loss),
December 31, 2022
|
|
|
|
|
||||||||||||
|
Other comprehensive income (loss) for period, before reclassifications
|
|
(
|
)
|
|
|
|||||||||||
|
Reclassification of losses (gains) to net income during period
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Total other comprehensive income (loss) for period
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Accumulated Other Comprehensive Income (Loss),
December 31, 2023
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
|
For the Year Ended December 31,
|
|||||||
|
Losses (gains) on cash flow hedges:
|
Location
|
2023
|
2022
|
||||||
|
Interest rate derivatives
|
Interest expense
|
$
|
(
|
)
|
$
|
|
|||
|
Commodity derivatives
|
Revenue
|
(
|
)
|
(
|
)
|
||||
|
Commodity derivatives
|
Operating costs and expenses
|
(
|
)
|
(
|
)
|
||||
|
Total
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||
|
|
At December 31,
|
|||||||
|
Consolidated Subsidiary
|
2023
|
2022
|
||||||
|
Breviloba LLC (“Breviloba”)(1)
|
$
|
|
$
|
|
||||
|
Whitethorn Pipeline Company LLC (“Whitethorn”)(2)
|
|
|
||||||
|
Enterprise Navigator Ethylene Terminal LLC (“ENET”)(3)
|
|
|
||||||
|
Other (4)
|
|
|
||||||
|
Total noncontrolling interests in consolidated subsidiaries
|
$
|
|
$
|
|
||||
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
|
|
Quarterly
Distribution Per
Common Unit
|
Record
Date
|
Payment
Date
|
|||
|
2021
:
|
|
|
||||
|
1st Quarter
|
$
|
|
|
|
||
|
2nd Quarter
|
$
|
|
|
|
||
|
3rd Quarter
|
$
|
|
|
|
||
|
4th Quarter
|
$
|
|
|
|
||
|
2022:
|
||||||
|
1st Quarter
|
$
|
|
|
|
||
|
2nd Quarter
|
$
|
|
|
|
||
|
3rd Quarter
|
$
|
|
|
|
||
|
4th Quarter
|
$
|
|
|
|
||
|
2023
:
|
|
|
||||
|
1st Quarter
|
$
|
|
|
|
||
|
2nd Quarter
|
$
|
|
|
|
||
|
3rd Quarter
|
$
|
|
|
|
||
|
4th Quarter
|
$
|
|
|
|
||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
NGL Pipelines & Services:
|
||||||||||||
|
Sales of NGLs and related products
|
$
|
|
$
|
|
$
|
|
||||||
|
Segment midstream services:
|
||||||||||||
|
Natural gas processing and fractionation
|
|
|
|
|||||||||
|
Transportation
|
|
|
|
|||||||||
|
Storage and terminals
|
|
|
|
|||||||||
|
Total segment midstream services
|
|
|
|
|||||||||
|
Total NGL Pipelines & Services
|
|
|
|
|||||||||
|
Crude Oil Pipelines & Services:
|
||||||||||||
|
Sales of crude oil
|
|
|
|
|||||||||
|
Segment midstream services:
|
||||||||||||
|
Transportation
|
|
|
|
|||||||||
|
Storage and terminals
|
|
|
|
|||||||||
|
Total segment midstream services
|
|
|
|
|||||||||
|
Total Crude Oil Pipelines & Services
|
|
|
|
|||||||||
|
Natural Gas Pipelines & Services:
|
||||||||||||
|
Sales of natural gas
|
|
|
|
|||||||||
|
Segment midstream services:
|
||||||||||||
|
Transportation
|
|
|
|
|||||||||
|
Total segment midstream services
|
|
|
|
|||||||||
|
Total Natural Gas Pipelines & Services
|
|
|
|
|||||||||
|
Petrochemical & Refined Products Services:
|
||||||||||||
|
Sales of petrochemicals and refined products
|
|
|
|
|||||||||
|
Segment midstream services:
|
||||||||||||
|
Fractionation and isomerization
|
|
|
|
|||||||||
|
Transportation, including marine logistics
|
|
|
|
|||||||||
|
Storage and terminals
|
|
|
|
|||||||||
|
Total segment midstream services
|
|
|
|
|||||||||
|
Total Petrochemical & Refined Products Services
|
|
|
|
|||||||||
|
Total consolidated revenues
|
$
|
|
$
|
|
$
|
|
||||||
|
|
December 31,
|
||||||||
|
Contract Asset
|
Location
|
2023
|
2022
|
||||||
|
Unbilled revenue (current amount)
|
Prepaid and other current assets
|
$
|
|
$
|
|
||||
|
Total
|
$
|
|
$
|
|
|||||
|
|
December 31,
|
||||||||
|
Contract Liability
|
Location
|
2023
|
2022
|
||||||
|
Deferred revenue (current amount)
|
Other current liabilities
|
$
|
|
$
|
|
||||
|
Deferred revenue (noncurrent)
|
Other long-term liabilities
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
|||||
|
|
Unbilled
Revenue
|
Deferred
Revenue
|
||||||
|
Balance at December 31, 2020
|
$
|
|
$
|
|
||||
|
Amount included in opening balance transferred to other accounts during period (1)
|
(
|
)
|
(
|
)
|
||||
|
Amount recorded during period (2)
|
|
|
||||||
|
Amounts recorded during period transferred to other accounts (1)
|
(
|
)
|
(
|
)
|
||||
|
Other changes
|
|
(
|
)
|
|||||
|
Balance at December 31, 2021
|
$
|
|
$
|
|
||||
|
Amount included in opening balance transferred to other accounts during period (1)
|
(
|
)
|
(
|
)
|
||||
|
Amount recorded during period (2)
|
|
|
||||||
|
Amounts recorded during period transferred to other accounts (1)
|
(
|
)
|
(
|
)
|
||||
|
Other changes
|
|
(
|
)
|
|||||
|
Balance at December 31, 2022
|
$
|
|
$
|
|
||||
|
Amount included in opening balance transferred to other accounts during period (1)
|
(
|
)
|
(
|
)
|
||||
|
Amount recorded during period (2)
|
|
|
||||||
|
Amounts recorded during period transferred to other accounts (1)
|
(
|
)
|
(
|
)
|
||||
|
Other changes
|
|
(
|
)
|
|||||
|
Balance at December 31, 2023
|
$
|
|
$
|
|
||||
|
(1)
|
|
|
(2)
|
|
|
Period
|
Fixed
Consideration
|
|||
|
|
$
|
|
||
|
|
|
|||
|
|
|
|||
|
|
|
|||
|
|
|
|||
|
Thereafte
r
|
|
|||
|
Total
|
$
|
|
||
| • |
Our NGL Pipelines & Services
business segment includes our natural gas processing and related NGL marketing activities, NGL pipelines, NGL fractionation facilities, NGL and related product storage facilities, and NGL marine terminals
.
|
| • |
Our Crude Oil Pipelines & Services business segment includes our crude oil pipelines, crude oil storage and marine terminals, and related crude oil marketing activities.
|
| • |
Our Natural Gas Pipelines & Services business segment includes our natural gas pipeline systems that provide for the gathering, treating and transportation of natural gas. This segment also includes our natural gas marketing activities.
|
| • |
Our Petrochemical & Refined Products Services business segment includes our (i) propylene production facilities, which include propylene fractionation units and PDH facilities, and related pipelines and marketing activities, (ii) butane isomerization complex and related deisobutanizer operations, (iii) octane enhancement, iBDH and HPIB production facilities, (iv) refined products pipelines, terminals and related marketing activities, (v) ethylene export terminal and related operations; and (vi) marine transportation business.
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
2023
|
2022
|
2021
|
||||||||||
|
Operating income
|
$
|
|
$
|
|
$
|
|
||||||
|
Adjustments to reconcile operating income to total segment gross operating margin
(addition or subtraction indicated by sign):
|
||||||||||||
|
Depreciation, amortization and accretion expense in operating costs and expenses (1)
|
|
|
|
|||||||||
|
Asset impairment charges in operating costs and expenses
|
|
|
|
|||||||||
|
Net losses (gains) attributable to asset sales and related matters in operating costs and
expenses
|
(
|
)
|
|
|
||||||||
|
General and administrative costs
|
|
|
|
|||||||||
|
Non-refundable payments received from shippers attributable to make-up rights (2)
|
|
|
|
|||||||||
|
Subsequent recognition of revenues attributable to make-up rights (3)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Total segment gross operating margin
|
$
|
|
$
|
|
$
|
|
||||||
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Gross operating margin by segment:
|
||||||||||||
|
NGL Pipelines & Services
|
$
|
|
$
|
|
$
|
|
||||||
|
Crude Oil Pipelines & Services
|
|
|
|
|||||||||
|
Natural Gas Pipelines & Services
|
|
|
|
|||||||||
|
Petrochemical & Refined Products Services
|
|
|
|
|||||||||
|
Total segment gross operating margin
|
$
|
|
$
|
|
$
|
|
||||||
|
|
Reportable Business Segments
|
|||||||||||||||||||||||
|
|
NGL
Pipelines
& Services
|
Crude Oil
Pipelines
& Services
|
Natural Gas
Pipelines
& Services
|
Petrochemical
& Refined
Products
Services
|
Adjustments
and
Eliminations
|
Consolidated
Total
|
||||||||||||||||||
|
Revenues from third parties:
|
||||||||||||||||||||||||
|
Year ended December 31, 2023
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Year ended December 31, 2022
|
|
|
|
|
|
|
||||||||||||||||||
|
Year ended December 31, 2021
|
|
|
|
|
|
|
||||||||||||||||||
|
Revenues from related parties:
|
||||||||||||||||||||||||
|
Year ended December 31, 2023
|
|
|
|
|
|
|
||||||||||||||||||
|
Year ended December 31, 2022
|
|
|
|
|
|
|
||||||||||||||||||
|
Year ended December 31, 2021
|
|
|
|
|
|
|
||||||||||||||||||
|
Intersegment and intrasegment revenues:
|
||||||||||||||||||||||||
|
Year ended December 31, 2023
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||
|
Year ended December 31, 2022
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||
|
Year ended December 31, 2021
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||
|
Total revenues:
|
||||||||||||||||||||||||
|
Year ended December 31, 2023
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||
|
Year ended December 31, 2022
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||
|
Year ended December 31, 2021
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||
|
Equity in income of unconsolidated affiliates:
|
||||||||||||||||||||||||
|
Year ended December 31, 2023
|
|
|
|
|
|
|
||||||||||||||||||
|
Year ended December 31, 2022
|
|
|
|
|
|
|
||||||||||||||||||
|
Year ended December 31, 2021
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Reportable Business Segments
|
|||||||||||||||||||||||
|
|
NGL
Pipelines
& Services
|
Crude Oil
Pipelines
& Services
|
Natural Gas
Pipelines
& Services
|
Petrochemical
& Refined
Products
Services
|
Adjustments
and
Eliminations
|
Consolidated
Total
|
||||||||||||||||||
|
Property, plant and equipment, net:
(see Note 4)
|
||||||||||||||||||||||||
|
At December 31, 2023
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
At December 31, 2022
|
|
|
|
|
|
|
||||||||||||||||||
|
At December 31, 2021
|
|
|
|
|
|
|
||||||||||||||||||
|
Investments in unconsolidated affiliates:
(see Note 5)
|
||||||||||||||||||||||||
|
At December 31, 2023
|
|
|
|
|
|
|
||||||||||||||||||
|
At December 31, 2022
|
|
|
|
|
|
|
||||||||||||||||||
|
At December 31, 2021
|
|
|
|
|
|
|
||||||||||||||||||
|
Intangible assets, net:
(see Note 6)
|
||||||||||||||||||||||||
|
At December 31, 2023
|
|
|
|
|
|
|
||||||||||||||||||
|
At December 31, 2022
|
|
|
|
|
|
|
||||||||||||||||||
|
At December 31, 2021
|
|
|
|
|
|
|
||||||||||||||||||
|
Goodwill:
(see Note 6)
|
||||||||||||||||||||||||
|
At December 31, 2023
|
|
|
|
|
|
|
||||||||||||||||||
|
At December 31, 2022
|
|
|
|
|
|
|
||||||||||||||||||
|
At December 31, 2021
|
|
|
|
|
|
|
||||||||||||||||||
|
Segment assets:
|
||||||||||||||||||||||||
|
At December 31, 2023
|
|
|
|
|
|
|
||||||||||||||||||
|
At December 31, 2022
|
|
|
|
|
|
|
||||||||||||||||||
|
At December 31, 2021
|
|
|
|
|
|
|
||||||||||||||||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Consolidated revenues:
|
||||||||||||
|
NGL Pipelines & Services
|
$
|
|
$
|
|
$
|
|
||||||
|
Crude Oil Pipelines & Services
|
|
|
|
|||||||||
|
Natural Gas Pipelines & Services
|
|
|
|
|||||||||
|
Petrochemical & Refined Products Services
|
|
|
|
|||||||||
|
Total consolidated revenues
|
$
|
|
$
|
|
$
|
|
||||||
|
|
||||||||||||
|
Consolidated costs and expenses:
|
||||||||||||
|
Operating costs and expenses:
|
||||||||||||
|
Cost of sales
|
$
|
|
$
|
|
$
|
|
||||||
|
Other operating costs and expenses (1)
|
|
|
|
|||||||||
|
Depreciation, amortization and accretion
|
|
|
|
|||||||||
|
Impairment of assets other than goodwill
|
|
|
|
|||||||||
|
Ne
t losses (g
ains) attributable to asset sales and related matters
|
(
|
)
|
|
|
||||||||
|
General and administrative costs
|
|
|
|
|||||||||
|
Total consolidated costs and expenses
|
$
|
|
$
|
|
$
|
|
||||||
|
(1)
|
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
BASIC EARNINGS PER COMMON UNIT
|
||||||||||||
|
Net income attributable to common unitholders
|
$
|
|
$
|
|
$
|
|
||||||
|
Earnings allocated to phantom unit awards (1)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net income allocated to common unitholders
|
$
|
|
$
|
|
$
|
|
||||||
|
|
||||||||||||
|
Basic weighted-average number of common units outstanding
|
|
|
|
|||||||||
|
|
||||||||||||
|
Basic earnings per common unit
|
$
|
|
$
|
|
$
|
|
||||||
|
|
||||||||||||
|
DILUTED EARNINGS PER COMMON UNIT
|
||||||||||||
|
Net income attributable to common unitholders
|
$
|
|
$
|
|
$
|
|
||||||
|
Net income attributable to preferred units
|
|
|
|
|||||||||
|
Net income attributable to limited partners
|
$
|
|
$
|
|
$
|
|
||||||
|
|
||||||||||||
|
Diluted weighted-average number of units outstanding:
|
||||||||||||
|
Distribution-bearing common units
|
|
|
|
|||||||||
|
Phantom units (2)
|
|
|
|
|||||||||
|
Preferred units (2)
|
|
|
|
|||||||||
|
Total
|
|
|
|
|||||||||
|
|
||||||||||||
|
Diluted earnings per common unit
|
$
|
|
$
|
|
$
|
|
||||||
|
(1)
|
|
|
(2)
|
|
|
Purchase price for 100% interest in Navitas Midstream
|
$
|
|
||
|
Recognized amounts of identifiable assets acquired and liabilities assumed:
|
||||
|
Cash and cash equivalents
|
$
|
|
||
|
Property, plant and equipment
|
|
|||
|
Contract-based intangible asset
|
|
|||
|
Assumed liabilities, net of acquired other assets (1)
|
(
|
)
|
||
|
Total identifiable net assets
|
$
|
|
||
|
Goodwill
|
$
|
|
|
(1)
|
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Equity-classified awards:
|
||||||||||||
|
Phantom unit awards
|
$
|
|
$
|
|
$
|
|
||||||
|
Profits interest awards
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
|
Number of
Units
|
Weighted-
Average Grant
Date Fair Value
per Unit
(1)
|
||||||
|
Phantom unit awards at
December 31, 2020
|
|
$
|
|
|||||
|
Granted (2)
|
|
$
|
|
|||||
|
Vested
|
(
|
)
|
$
|
|
||||
|
Forfeited
|
(
|
)
|
$
|
|
||||
|
Phantom unit awards at
December 31, 2021
|
|
$
|
|
|||||
|
Granted (3)
|
|
$
|
|
|||||
|
Vested
|
(
|
)
|
$
|
|
||||
|
Forfeited
|
(
|
)
|
$
|
|
||||
|
Phantom unit awards at
December 31, 2022
|
|
$
|
|
|||||
|
Granted (4)
|
|
$
|
|
|||||
|
Vested
|
(
|
)
|
$
|
|
||||
|
Forfeited
|
(
|
)
|
$
|
|
||||
|
Phantom unit awards at
December 31, 2023
|
|
$
|
|
|||||
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
(4)
|
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Cash payments made in connection with DERs
|
$
|
|
$
|
|
$
|
|
||||||
|
Total intrinsic value of phantom unit awards that vested during period
|
$
|
|
$
|
|
$
|
|
||||||
|
Employee
Partnership
|
Partnership
Common Units
Contributed by
EPCO Holdings
|
Class A
Capital
Base
(1)
|
Class A
Preference
Return
Per Unit
|
Expected
Vesting/
Liquidation
Date
(2)
|
Estimated
Fair Value of
Profits Interest
Awards
(3)
|
Unrecognized
Compensation
Cost
(4)
|
|
EPD IV
|
|
$
|
$
|
October 2024
|
$
|
$
|
|
EPCO II
|
|
$
|
$
|
October 2024
|
$
|
$
|
|
(1)
|
|
|
(2)
|
Represents the expected vesting/liquidation date based on the requisite service period (as derived using a Monte Carlo model) for each Employee Partnership.
|
|
(3)
|
|
|
(4)
|
|
|
|
Expected Life
|
Risk-Free
|
Expected
|
Expected Unit
|
|
Employee
|
of Award
|
Interest
|
Distribution
|
Price
|
|
Partnership
|
from Grant Date
|
Rate
|
Yield
|
Volatility
|
|
EPD IV
|
|
|
|
|
|
EPCO II
|
|
|
|
|
| • |
The objective of our anticipated future commodity purchases and sales hedging program is to hedge the margins of certain transportation, storage, blending and operational activities by locking in purchase and sale prices through the use of derivative instruments and related contracts.
|
| • |
The objective of our natural gas processing hedging program is to hedge an amount of earnings associated with these activities. We achieve this objective by executing fixed-price sales for a portion of our expected equity production using derivative instruments and related contracts. For certain natural gas processing contracts, the hedging of expected equity NGL production also involves the purchase of natural gas for plant thermal reduction, which is hedged using derivative instruments and related contracts.
|
| • |
The objective of our inventory hedging program is to hedge the fair value of commodity products currently held in inventory by locking in the sales price of the inventory through the use of derivative instruments and related contracts.
|
| • |
The objective of our commercial energy hedging program is to hedge anticipated future purchases of power for certain operations in Southeast Texas by locking in purchase prices through the use of derivative instruments and related contracts.
|
|
|
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)
|
|
n/a
|
Cash flow hedge
|
||
|
Forecasted sales of natural gas (Bcf)
|
|
n/a
|
Cash flow hedge
|
||
|
Forecasted sales of NGLs (MMBbls)
|
|
n/a
|
Cash flow hedge
|
||
|
Octane enhancement:
|
|||||
|
Forecasted sales of octane enhancement products (MMBbls)
|
|
|
Cash flow hedge
|
||
|
Natural gas marketing:
|
|||||
|
Natural gas storage inventory management activities (Bcf)
|
|
n/a
|
Fair value hedge
|
||
|
NGL marketing:
|
|
|
|
||
|
Forecasted purchases of NGLs and related hydrocarbon products (MMBbls)
|
|
|
|
|
Cash flow hedge
|
|
Forecasted sales of NGLs and related hydrocarbon products (MMBbls)
|
|
|
|
|
Cash flow hedge
|
|
Refined products marketing:
|
|
|
|
||
|
Forecasted purchases of refined products (MMBbls)
|
|
|
Cash flow hedge
|
||
|
Crude oil marketing:
|
|
|
|
||
|
Forecasted purchases of crude oil (MMBbls)
|
|
|
n/a
|
|
Cash flow hedge
|
|
Forecasted sales of crude oil (MMBbls)
|
|
|
n/a
|
|
Cash flow hedge
|
|
Petrochemical marketing:
|
|||||
|
Forecasted sales of petrochemical products (MMBbls)
|
|
n/a
|
Cash flow hedge
|
||
|
Commercial energy:
|
|||||
|
Forecasted purchases of power related to asset operations (terawatt hours (“TWh”))
|
|
|
Cash flow hedge
|
||
|
Derivatives not designated as hedging instruments:
|
|
|
|
||
|
Natural gas risk management activities (Bcf) (3)
|
|
|
n/a
|
|
Mark-to-market
|
|
NGL risk management activities (MMBbls) (3)
|
|
|
Mark-to-market
|
||
|
Refined products risk management activities (MMBbls) (3)
|
|
n/a
|
Mark-to-market
|
||
|
Crude oil risk management activities (MMBbls) (3)
|
|
|
|
|
Mark-to-market
|
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
|
December 31, 2023
|
|
December 31, 2022
|
|
December 31, 2023
|
|
December 31, 2022
|
|||||||||
|
Balance
Sheet
Location
|
Fair
Value
|
|
Balance
Sheet
Location
|
Fair
Value
|
|
Balance
Sheet
Location
|
Fair
Value
|
|
Balance
Sheet
Location
|
Fair
Value
|
|||||
|
Derivatives designated as hedging instruments
|
|||||||||||||||
|
Interest rate derivatives
|
Current
assets
|
$
|
|
Current
assets
|
$
|
|
Current
liabilities
|
$
|
|
Current
liabilities
|
$
|
|
|||
|
Commodity derivatives
|
Current
assets
|
$
|
|
|
Current
assets
|
$
|
|
|
Current
liabilities
|
$
|
|
|
Current
liabilities
|
$
|
|
|
Commodity derivatives
|
Other assets
|
|
|
|
Other assets
|
|
|
|
Other liabilities
|
|
|
|
Other liabilities
|
|
|
|
Total commodity derivatives
|
|
|
|
|
|||||||||||
|
Total derivatives designated as hedging instruments
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives not designated as hedging instruments
|
|||||||||||||||
|
Commodity derivatives
|
Current
assets
|
$
|
|
|
Current
assets
|
$
|
|
|
Current
liabilities
|
$
|
|
|
Current
liabilities
|
$
|
|
|
Commodity derivatives
|
Other assets
|
|
|
|
Other assets
|
|
|
Other liabilities
|
|
|
Other liabilities
|
|
|||
|
Total commodity derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total derivatives not designated as hedging instruments
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||
|
|
Offsetting of Financial Assets and Derivative Assets
|
|||||||||||||||||||||||||||
|
|
Gross Amounts Not Offset
in the Balance Sheet
|
|||||||||||||||||||||||||||
|
|
Gross
Amounts of
Recognized
Assets
|
Gross
Amounts
Offset in the
Balance Sheet
|
Amounts
of Assets
Presented
in the
Balance Sheet
|
Financial
Instruments
|
Cash
Collateral
Received
|
Cash
Collateral
Paid
|
Amounts That
Would Have
Been Presented
On Net Basis
|
|||||||||||||||||||||
|
|
(i)
|
(ii)
|
(iii) = (i) – (ii)
|
(iv)
|
(v) = (iii) + (iv)
|
|||||||||||||||||||||||
|
As of December 31, 2023:
|
||||||||||||||||||||||||||||
|
Commodity derivatives
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
|||||||||||||
|
As of
December 31, 2022
:
|
||||||||||||||||||||||||||||
|
Interest rate derivatives
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Commodity derivatives
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|||||||||||||||||||
|
|
Offsetting of Financial Liabilities and Derivative Liabilities
|
|||||||||||||||||||||||||||
|
|
Gross Amounts Not Offset
in the Balance Sheet
|
|||||||||||||||||||||||||||
|
|
Gross
Amounts of
Recognized
Liabilities
|
Gross
Amounts
Offset in the
Balance Sheet
|
Amounts
of Liabilities
Presented
in the
Balance Sheet
|
Financial
Instruments
|
Cash
Collateral
Received
|
Cash
Collateral
Paid
|
Amounts That
Would Have
Been Presented
On Net Basis
|
|||||||||||||||||||||
|
|
(i)
|
(ii)
|
(iii) = (i) – (ii)
|
(iv)
|
(v) = (iii) + (iv)
|
|||||||||||||||||||||||
|
As of
December 31, 2023
:
|
||||||||||||||||||||||||||||
|
Interest rate derivatives
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Commodity derivatives
|
|
|
|
(
|
)
|
|
(
|
)
|
|
|||||||||||||||||||
|
As of
December 31, 2022
:
|
||||||||||||||||||||||||||||
|
Commodity derivatives
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
|||||||||||||
|
Derivatives in Fair Value
Hedging Relationships
|
Location
|
Gain (Loss) Recognized in
Income on Derivative
|
|||||||||||
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
|
2023
|
2022
|
2021
|
|||||||||
|
Commodity derivatives
|
Revenue
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Total
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Derivatives in Fair Value
Hedging Relationships
|
Location
|
Gain (Loss) Recognized in
Income on Hedged Item
|
|||||||||||
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
|
2023
|
2022
|
2021
|
|||||||||
|
Commodity derivatives
|
Revenue
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Total
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Derivatives in Cash Flow
Hedging Relationships
|
Change in Value Recognized in
Other Comprehensive Income (Loss)
On Derivative
|
|||||||||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Interest rate derivatives
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Commodity derivatives – Revenue (1)
|
|
|
(
|
)
|
||||||||
|
Commodity derivatives – Operating costs and expenses (1)
|
|
|
(
|
)
|
||||||||
|
Total
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
(1)
|
|
|
Derivatives in Cash Flow
Hedging Relationships
|
Location
|
Gain (Loss) Reclassified from
Accumulated Other Comprehensive
Income (Loss) to Income
|
|||||||||||
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
|
2023
|
2022
|
2021
|
|||||||||
|
Interest rate derivatives
|
Interest expense
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
|
Commodity derivatives
|
Revenue
|
|
|
(
|
)
|
||||||||
|
Commodity derivatives
|
Operating costs and expenses
|
|
|
(
|
)
|
||||||||
|
Total
|
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Derivatives Not Designated as
Hedging Instruments
|
Location
|
Gain (Loss) Recognized in
Income on Derivative
|
|||||||||||
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
|
2023
|
2022
|
2021
|
|||||||||
|
Commodity derivatives
|
Revenue
|
$
|
|
$
|
|
$
|
|
||||||
|
Commodity derivatives
|
Operating costs and expenses
|
|
|
|
|||||||||
|
Total
|
|
$
|
|
$
|
|
$
|
|
||||||
|
For the Year Ended December 31,
|
||||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Mark-to-market gains (losses) in gross operating margin:
|
||||||||||||
|
NGL Pipelines & Services
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
Crude Oil Pipelines & Services
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Natural Gas Pipelines & Services
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Petrochemical & Refined Products Services
|
(
|
)
|
|
(
|
)
|
|||||||
|
Total mark-to-market impact on gross operating margin
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
|
At December 31, 2023
Fair Value Measurements Using
|
|||||||||||||||
|
|
Quoted Prices
in Active
Markets for
Identical Assets
and Liabilities
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Total
|
||||||||||||
|
Financial assets:
|
||||||||||||||||
|
Commodity derivatives:
|
||||||||||||||||
|
Value before application of CME Rule 814
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Impact of CME Rule 814
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Total commodity derivatives
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
||||||||||||||||
|
Financial liabilities:
|
||||||||||||||||
|
Interest rate derivatives:
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Commodity derivatives:
|
||||||||||||||||
|
Value before application of CME Rule 814
|
|
|
|
|
||||||||||||
|
Impact of CME Rule 814
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Total commodity derivatives
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
At December 31, 2022
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:
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Commodity derivatives:
|
||||||||||||||||
|
Value before application of CME Rule 814
|
|
|
|
|
||||||||||||
|
Impact of CME Rule 814
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Total commodity derivatives
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
||||||||||||||||
|
Financial liabilities:
|
||||||||||||||||
|
Commodity derivatives:
|
||||||||||||||||
|
Value before application of CME Rule 814
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Impact of CME Rule 814
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||
|
Total commodity derivatives
|
|
|
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Revenues – related parties:
|
||||||||||||
|
Unconsolidated affiliates
|
$
|
|
$
|
|
$
|
|
||||||
|
Costs and expenses – related parties:
|
||||||||||||
|
EPCO and its privately held affiliates
|
$
|
|
$
|
|
$
|
|
||||||
|
Unconsolidated affiliates
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
|
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Accounts receivable - related parties:
|
||||||||
|
EPCO and its privately held affiliates
|
$
|
|
$
|
|
||||
|
Unconsolidated affiliates
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
|
|
||||||||
|
Accounts payable - related parties:
|
||||||||
|
EPCO and its privately held affiliates
|
$
|
|
$
|
|
||||
|
Unconsolidated affiliates
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
|
Total Number of Limited Partner Interests Held
|
Percentage of
Common Units
Outstanding
|
|
|
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Operating costs and expenses
|
$
|
|
$
|
|
$
|
|
||||||
|
General and administrative expenses
|
|
|
|
|||||||||
|
Total costs and expenses
|
$
|
|
$
|
|
$
|
|
||||||
| • |
For the years ended December 31, 2023, 2022 and 2021, we paid Seaway $
|
| • |
For the years ended December 31, 2023, 2022 and 2021, we purchased $
|
| • |
We pay Promix for the transportation, storage and fractionation of NGLs. Expenses with Promix were $
|
| • |
For the years ended December 31, 2023, 2022 and 2021, we paid Texas Express $
|
| • |
We perform management services for certain of our unconsolidated affiliates. We charged such affiliates $
|
|
For the Year Ended December 31,
|
||||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Current portion of income tax provision:
|
||||||||||||
|
Federal
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
State
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Foreign
|
|
(
|
)
|
(
|
)
|
|||||||
|
Total current portion
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Deferred portion of income tax provision:
|
||||||||||||
|
Federal
|
|
(
|
)
|
(
|
)
|
|||||||
|
State
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Foreign
|
|
|
|
|||||||||
|
Total deferred portion
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Total provision for income taxes
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Pre-Tax Net Book Income (“NBI”)
|
$
|
|
$
|
|
$
|
|
||||||
|
|
||||||||||||
|
Texas Margin Tax (1)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
State income tax provision, net of federal benefit
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Federal income tax provision computed by applying the
federal statutory rate to NBI of corporate entities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Change in valuation allowance (2)
|
|
(
|
)
|
(
|
)
|
|||||||
|
Other
|
|
(
|
)
|
|
||||||||
|
Provision for income taxes
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||
|
|
||||||||||||
|
Effective income tax rate
|
(
|
)%
|
(
|
)%
|
(
|
)%
|
||||||
|
(1)
|
|
|
(2)
|
|
|
|
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Deferred tax liabilities:
|
||||||||
|
Attributable to investment in OTA (1)
|
$
|
|
$
|
|
||||
|
Attributable to property, plant and equipment
|
|
|
||||||
|
Attributable to investments in other entities
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total deferred tax liabilities
|
|
|
||||||
|
Deferred tax assets:
|
||||||||
|
Net operating loss carryovers (2)
|
|
|
||||||
|
Temporary differences related to Texas Margin Tax
|
|
|
||||||
|
Total deferred tax assets
|
|
|
||||||
|
Valuation allowance
|
|
|
||||||
|
Total deferred tax assets, net of valuation allowance
|
|
|
||||||
|
Total net deferred tax liabilities
|
$
|
|
$
|
|
||||
|
(1)
|
|
|
(2)
|
|
|
|
Payment or Settlement due by Period
|
|||||||||||||||||||||||||||
|
Contractual Obligations
|
Total
|
2024
|
2025
|
2026
|
2027
|
2028
|
Thereafter
|
|||||||||||||||||||||
|
Scheduled maturities of debt obligations
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Estimated cash interest payments
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Operating lease obligations
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Purchase obligations:
|
||||||||||||||||||||||||||||
|
Product purchase commitments:
|
||||||||||||||||||||||||||||
|
Estimated payment obligations:
|
||||||||||||||||||||||||||||
|
Natural gas
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
NGLs
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Crude oil
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Petrochemicals and refined products
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Other
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Service payment commitments
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Capital expenditure commitments
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Asset Category
|
ROU
Asset
Carrying
Value
(1)
|
Lease
Liability
Carrying
Value
(2)
|
Weighted-
Average
Remaining
Term
|
Weighted-
Average
Discount
Rate
(3)
|
|||||||||
|
Storage and pipeline facilities
|
$
|
|
$
|
|
|
|
%
|
||||||
|
Transportation equipment
|
|
|
|
|
%
|
||||||||
|
Office and warehouse space
|
|
|
|
|
%
|
||||||||
|
Total
|
$
|
|
$
|
|
|||||||||
|
(1)
|
|
|
(2)
|
|
|
(3)
|
|
|
For the Year
Ended December,
|
||||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Long-term operating leases:
|
||||||||||||
|
Fixed lease expense:
|
||||||||||||
|
Non-cash lease expense (amortization of ROU assets)
|
$
|
|
$
|
|
$
|
|
||||||
|
Related accretion expense on lease liability balances
|
|
|
|
|||||||||
|
Total fixed lease expense
|
|
|
|
|||||||||
|
Variable lease expense
|
|
|
|
|||||||||
|
Total long-term operating lease expense
|
|
|
|
|||||||||
|
Short-term operating leases
|
|
|
|
|||||||||
|
Total operating lease expense
|
$
|
|
$
|
|
$
|
|
||||||
| • |
Product purchase commitments – We have long-term product purchase obligations for natural gas, NGLs, crude oil, and petrochemicals and refined products with third party suppliers. The prices that we are obligated to pay under these contracts approximate market prices at the time we take delivery of the volumes. The preceding table presents our estimated future payment obligations under these contracts based on the contractual price in each agreement at December 31, 2023 applied to all future volume commitments. Actual future payment obligations may vary depending on prices at the time of delivery.
|
| • |
Service payment commitments – We have long-term commitments to pay service providers, including those attributable to obligations under firm pipeline transportation contracts. Payment obligations vary by contract, but generally represent a price per unit of volume multiplied by a firm transportation volume commitment.
|
| • |
We have short-term payment obligations relating to our capital expenditures, including our share of the capital expenditures of unconsolidated affiliates. These commitments represent unconditional payment obligations for services to be rendered or products to be delivered in connection with capital projects.
|
|
|
December 31,
|
|||||||
|
|
2023
|
2022
|
||||||
|
Noncurrent portion of AROs (see Note 4)
|
$
|
|
$
|
|
||||
|
Deferred revenues – non-current portion (see Note 9)
|
|
|
||||||
|
Lease liability – non-current portion
|
|
|
||||||
|
Derivative liabilities
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Decrease (increase) in:
|
||||||||||||
|
Accounts receivable – trade
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||
|
Accounts receivable – related parties
|
|
|
(
|
)
|
||||||||
|
Inventories
|
(
|
)
|
|
|
||||||||
|
Prepaid and other current assets
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Other assets
|
|
(
|
)
|
|
||||||||
|
Increase (decrease) in:
|
||||||||||||
|
Accounts payable – trade
|
|
(
|
)
|
(
|
)
|
|||||||
|
Accounts payable – related parties
|
(
|
)
|
|
|
||||||||
|
Accrued product payables
|
|
(
|
)
|
|
||||||||
|
Accrued interest
|
|
(
|
)
|
(
|
)
|
|||||||
|
Other current liabilities
|
|
|
|
|||||||||
|
Other liabilities
|
(
|
)
|
|
|
||||||||
|
Net effect of changes in operating accounts
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||
|
|
||||||||||||
|
Cash payments for interest, net of $
capitalized in
2023
,
2022
and
2021
, respectively
|
$
|
|
$
|
|
$
|
|
||||||
|
|
||||||||||||
|
Cash payments for federal and state income taxes
|
$
|
|
$
|
|
$
|
|
||||||
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Recovery of construction costs (1)
|
$
|
|
$
|
|
$
|
|
||||||
|
Sale of natural gas gathering system and related treating facility
|
|
|
|
|||||||||
|
Other asset sales
|
|
|
|
|||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
|
(1)
|
|
|
|
For the Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Loss on involuntary conversions
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
|
Net gains (losses) attributable to other asset sales
|
|
(
|
)
|
|
||||||||
|
Total
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|