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Delaware
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76-0568219
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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1100 Louisiana Street, 10th Floor
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Houston, Texas 77002
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(Address of Principal Executive Offices, Including Zip Code)
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(713) 381-6500
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(Registrant’s Telephone Number, Including Area Code)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page No.
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March 31,
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December 31,
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|||||||
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ASSETS
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2011
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2010
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||||||
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Current assets:
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||||||||
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Cash and cash equivalents
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$ | 150.4 | $ | 65.5 | ||||
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Restricted cash
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191.6 | 98.7 | ||||||
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Accounts receivable – trade, net of allowance for doubtful accounts
of $13.5 at March 31, 2011 and $18.4 at December 31, 2010
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3,881.3 | 3,800.1 | ||||||
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Accounts receivable – related parties
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31.0 | 36.8 | ||||||
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Inventories
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800.8 | 1,134.0 | ||||||
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Prepaid and other current assets
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391.7 | 372.0 | ||||||
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Total current assets
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5,446.8 | 5,507.1 | ||||||
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Property, plant and equipment, net
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19,892.9 | 19,332.9 | ||||||
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Investments in unconsolidated affiliates
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2,269.9 | 2,293.1 | ||||||
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Intangible assets, net of accumulated amortization of $945.3 at
March 31, 2011 and $932.3 at December 31, 2010
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1,794.0 | 1,841.7 | ||||||
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Goodwill
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2,107.7 | 2,107.7 | ||||||
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Other assets
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309.9 | 278.3 | ||||||
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Total assets
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$ | 31,821.2 | $ | 31,360.8 | ||||
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LIABILITIES AND EQUITY
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||||||||
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Current liabilities:
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||||||||
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Current maturities of debt
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$ | 782.3 | $ | 282.3 | ||||
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Accounts payable – trade
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607.6 | 542.0 | ||||||
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Accounts payable – related parties
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139.0 | 133.1 | ||||||
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Accrued product payables
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4,078.7 | 4,164.8 | ||||||
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Accrued interest
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181.3 | 252.9 | ||||||
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Other current liabilities
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669.2 | 505.1 | ||||||
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Total current liabilities
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6,458.1 | 5,880.2 | ||||||
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Long-term debt:
(see Note 9)
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13,273.6 | 13,281.2 | ||||||
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Deferred tax liabilities
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78.6 | 78.0 | ||||||
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Other long-term liabilities
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210.9 | 220.6 | ||||||
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Commitments and contingencies
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||||||||
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Equity:
(see Note 10)
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||||||||
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Partners’ equity:
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||||||||
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Limited partners:
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||||||||
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Common units (845,431,409 units outstanding at March 31, 2011
and 843,681,572 units outstanding at December 31, 2010)
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11,258.5 | 11,288.2 | ||||||
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Class B units (4,520,431 units outstanding at March 31, 2011 and
December 31, 2010)
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118.5 | 118.5 | ||||||
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Accumulated other comprehensive loss
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(100.1 | ) | (32.5 | ) | ||||
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Total partners’ equity
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11,276.9 | 11,374.2 | ||||||
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Noncontrolling interest
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523.1 | 526.6 | ||||||
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Total equity
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11,800.0 | 11,900.8 | ||||||
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Total liabilities and equity
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$ | 31,821.2 | $ | 31,360.8 | ||||
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For the Three Months
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||||||||
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Ended March 31,
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||||||||
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2011
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2010
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|||||||
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Revenues:
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||||||||
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Third parties
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$ | 9,933.6 | $ | 8,312.1 | ||||
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Related parties
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250.1 | 232.4 | ||||||
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Total revenues (see Note 11)
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10,183.7 | 8,544.5 | ||||||
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Costs and expenses:
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||||||||
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Operating costs and expenses:
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||||||||
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Third parties
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9,111.5 | 7,647.9 | ||||||
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Related parties
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425.6 | 324.0 | ||||||
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Total operating costs and expenses
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9,537.1 | 7,971.9 | ||||||
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General and administrative costs:
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||||||||
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Third parties
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12.9 | 16.3 | ||||||
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Related parties
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25.0 | 24.0 | ||||||
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Total general and administrative costs
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37.9 | 40.3 | ||||||
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Total costs and expenses (see Note 11)
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9,575.0 | 8,012.2 | ||||||
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Equity in income of unconsolidated affiliates
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16.2 | 26.6 | ||||||
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Operating income
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624.9 | 558.9 | ||||||
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Other income (expense):
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||||||||
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Interest expense
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(183.8 | ) | (157.9 | ) | ||||
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Interest income
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0.3 | 0.2 | ||||||
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Other, net
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0.2 | (0.1 | ) | |||||
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Total other expense, net
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(183.3 | ) | (157.8 | ) | ||||
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Income before provision for income taxes
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441.6 | 401.1 | ||||||
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Provision for income taxes
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(7.1 | ) | (8.7 | ) | ||||
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Net income
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434.5 | 392.4 | ||||||
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Net income attributable to noncontrolling interest (see Note 10)
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(13.8 | ) | (322.5 | ) | ||||
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Net income attributable to partners
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$ | 420.7 | $ | 69.9 | ||||
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Allocation of net income attributable to partners:
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||||||||
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Limited partners
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$ | 420.7 | $ | 69.9 | ||||
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General partner
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$ | -- | $ | ** | ||||
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Earnings per unit
(see Note 13)
|
||||||||
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Basic earnings per unit
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$ | 0.52 | $ | 0.33 | ||||
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Diluted earnings per unit
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$ | 0.49 | $ | 0.33 | ||||
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For the Three Months
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||||||||
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Ended March 31,
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||||||||
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2011
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2010
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|||||||
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Net income
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$ | 434.5 | $ | 392.4 | ||||
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Other comprehensive income (loss):
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||||||||
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Cash flow hedges:
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||||||||
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Commodity derivative instrument losses during period
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(151.4 | ) | (58.9 | ) | ||||
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Reclassification adjustment for losses included in net income
related to commodity derivative instruments
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68.9 | 16.5 | ||||||
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Interest rate derivative instrument gains (losses) during period
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14.1 | (7.5 | ) | |||||
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Reclassification adjustment for losses included in net income
related to interest rate derivative instruments
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1.5 | 6.1 | ||||||
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Foreign currency derivative losses during period
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-- | (0.1 | ) | |||||
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Reclassification adjustment for gains included in net income
related to foreign currency derivative instruments
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-- | (0.3 | ) | |||||
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Total cash flow hedges
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(66.9 | ) | (44.2 | ) | ||||
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Foreign currency translation adjustment
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-- | 0.6 | ||||||
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Change in funded status of pension and postretirement plans, net of tax
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0.3 | (0.9 | ) | |||||
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Proportionate share of other comprehensive income (loss) of unconsolidated affiliate
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(1.0 | ) | 1.0 | |||||
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Total other comprehensive loss
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(67.6 | ) | (43.5 | ) | ||||
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Comprehensive income
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366.9 | 348.9 | ||||||
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Comprehensive income attributable to noncontrolling interest
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(13.8 | ) | (279.5 | ) | ||||
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Comprehensive income attributable to partners
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$ | 353.1 | $ | 69.4 | ||||
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For the Three Months
|
||||||||
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Ended March 31,
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2011
|
2010
|
|||||||
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Operating activities:
|
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Net income
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$ | 434.5 | $ | 392.4 | ||||
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Adjustments to reconcile net income to net cash
flows provided by operating activities:
|
||||||||
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Depreciation, amortization and accretion
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241.1 | 218.6 | ||||||
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Non-cash asset impairment charges
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-- | 1.5 | ||||||
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Equity in income of unconsolidated affiliates
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(16.2 | ) | (26.6 | ) | ||||
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Distributions received from unconsolidated affiliates
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42.5 | 51.4 | ||||||
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Operating lease expenses paid by EPCO
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0.2 | 0.2 | ||||||
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Gains from asset sales and related transactions
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(18.4 | ) | (7.5 | ) | ||||
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Deferred income tax expense
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0.8 | 1.0 | ||||||
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Changes in fair market value of derivative instruments
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(1.3 | ) | (7.8 | ) | ||||
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Effect of pension settlement recognition
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(0.5 | ) | (0.2 | ) | ||||
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Net effect of changes in operating accounts (see Note 16)
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120.0 | 73.4 | ||||||
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Net cash flows provided by operating activities
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802.7 | 696.4 | ||||||
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Investing activities:
|
||||||||
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Capital expenditures
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(713.5 | ) | (347.8 | ) | ||||
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Contributions in aid of construction costs
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3.2 | 3.6 | ||||||
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Increase in restricted cash
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(92.9 | ) | (38.1 | ) | ||||
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Cash used for business combinations
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-- | (2.2 | ) | |||||
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Investments in unconsolidated affiliates
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(3.8 | ) | (7.7 | ) | ||||
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Proceeds from asset sales and related transactions
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84.2 | 21.7 | ||||||
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Other investing activities
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(3.6 | ) | -- | |||||
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Cash used in investing activities
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(726.4 | ) | (370.5 | ) | ||||
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Financing activities:
|
||||||||
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Borrowings under debt agreements
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2,821.6 | 378.1 | ||||||
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Repayments of debt
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(2,316.0 | ) | (615.8 | ) | ||||
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Debt issuance costs
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(12.8 | ) | (0.1 | ) | ||||
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Cash distributions paid to partners
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(479.7 | ) | (73.8 | ) | ||||
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Cash distributions paid to noncontrolling interest
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(17.2 | ) | (351.9 | ) | ||||
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Cash contributions from noncontrolling interest
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1.3 | 417.3 | ||||||
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Net cash proceeds from issuance of common units
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21.0 | -- | ||||||
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Acquisition of treasury units
|
(3.9 | ) | (0.2 | ) | ||||
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Other financing activities
|
(5.7 | ) | -- | |||||
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Cash provided by (used in) financing activities
|
8.6 | (246.4 | ) | |||||
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Effect of exchange rate changes on cash
|
-- | 0.4 | ||||||
|
Net change in cash and cash equivalents
|
84.9 | 79.5 | ||||||
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Cash and cash equivalents, January 1
|
65.5 | 55.3 | ||||||
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Cash and cash equivalents, March 31
|
$ | 150.4 | $ | 135.2 | ||||
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Partners’ Equity
|
||||||||||||||||||||
|
Limited
Partners
|
General
Partner
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Noncontrolling
Interest
|
Total
|
||||||||||||||||
|
Balance, December 31, 2010
|
$ | 11,406.7 | $ | -- | $ | (32.5 | ) | $ | 526.6 | $ | 11,900.8 | |||||||||
|
Net income
|
420.7 | -- | -- | 13.8 | 434.5 | |||||||||||||||
|
Operating lease expenses paid by EPCO
|
0.2 | -- | -- | -- | 0.2 | |||||||||||||||
|
Cash distributions paid to partners
|
(479.7 | ) | -- | -- | -- | (479.7 | ) | |||||||||||||
|
Cash distributions paid to noncontrolling interest
|
-- | -- | -- | (17.2 | ) | (17.2 | ) | |||||||||||||
|
Cash contributions from noncontrolling interest
|
-- | -- | -- | 1.3 | 1.3 | |||||||||||||||
|
Net cash proceeds from issuance of common units
|
21.0 | -- | -- | -- | 21.0 | |||||||||||||||
|
Acquisition of treasury units
|
(3.9 | ) | -- | -- | -- | (3.9 | ) | |||||||||||||
|
Amortization of equity awards
|
12.0 | -- | -- | 0.1 | 12.1 | |||||||||||||||
|
Change in value of cash flow hedges
|
-- | -- | (66.9 | ) | -- | (66.9 | ) | |||||||||||||
|
Proportionate share of other comprehensive loss of
unconsolidated affiliate
|
-- | -- | (1.0 | ) | -- | (1.0 | ) | |||||||||||||
|
Other
|
-- | -- | 0.3 | (1.5 | ) | (1.2 | ) | |||||||||||||
|
Balance, March 31, 2011
|
$ | 11,377.0 | $ | -- | $ | (100.1 | ) | $ | 523.1 | $ | 11,800.0 | |||||||||
|
Partners’ Equity
|
||||||||||||||||||||
|
Limited
Partners
|
General
Partner
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Noncontrolling
Interest
|
Total
|
||||||||||||||||
|
Balance, December 31, 2009
|
$ | 1,972.4 | $ | ** | $ | (33.3 | ) | $ | 8,534.0 | $ | 10,473.1 | |||||||||
|
Net income
|
69.9 | ** | -- | 322.5 | 392.4 | |||||||||||||||
|
Operating lease expenses paid by EPCO
|
-- | -- | -- | 0.2 | 0.2 | |||||||||||||||
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Cash distributions paid to partners
|
(73.8 | ) | -- | -- | -- | (73.8 | ) | |||||||||||||
|
Cash distributions paid to noncontrolling interest
|
-- | -- | -- | (351.9 | ) | (351.9 | ) | |||||||||||||
|
Cash contributions from noncontrolling interest
|
-- | -- | -- | 417.3 | 417.3 | |||||||||||||||
|
Acquisition of treasury units
|
-- | -- | -- | (0.2 | ) | (0.2 | ) | |||||||||||||
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Amortization of equity awards
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0.5 | -- | -- | 8.0 | 8.5 | |||||||||||||||
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Change in value of cash flow hedges
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-- | -- | (1.5 | ) | (42.7 | ) | (44.2 | ) | ||||||||||||
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Proportionate share of other comprehensive income of
unconsolidated affiliate
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-- | -- | 1.0 | -- | 1.0 | |||||||||||||||
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Other
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-- | -- | -- | (0.3 | ) | (0.3 | ) | |||||||||||||
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Balance, March 31, 2010
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$ | 1,969.0 | $ | ** | $ | (33.8 | ) | $ | 8,886.9 | $ | 10,822.1 | |||||||||
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For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Balance at beginning of period
|
$ | 18.4 | $ | 16.8 | ||||
|
Charged to costs and expenses
|
0.2 | 0.7 | ||||||
|
Deductions (1)
|
(5.1 | ) | -- | |||||
|
Balance at end of period
|
$ | 13.5 | $ | 17.5 | ||||
|
(1)
Primarily due to our reassessment of the allowance for doubtful accounts as a result of improved credit ratings of a significant customer, which reduced our exposure to potential uncollectibility.
|
||||||||
|
For the Three Months
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Restricted common unit awards
|
$ | 11.4 | $ | 5.8 | ||||
|
Unit option awards
|
0.9 | 0.7 | ||||||
|
Other (1)
|
(0.5 | ) | 2.2 | |||||
|
Total compensation expense
|
$ | 11.8 | $ | 8.7 | ||||
|
(1)
Primarily consists of unit appreciation rights (“UARs”), phantom units and similar awards. Equity-based compensation expense for the three months ended March 31, 2011 includes a credit of $0.6 million associated with UARs. Also, the amount presented for 2010 consists of awards related to limited partnership interests in the Employee Partnerships.
|
||||||||
|
Number of
Units
|
Weighted-
Average Grant
Date Fair Value
per Unit
(1)
|
|||||||
|
Enterprise restricted common unit awards:
|
||||||||
|
Restricted common units at December 31, 2010
|
3,561,614 | $ | 29.78 | |||||
|
Granted (2)
|
1,350,530 | $ | 43.70 | |||||
|
Vested
|
(336,227 | ) | $ | 32.43 | ||||
|
Forfeited
|
(16,475 | ) | $ | 34.37 | ||||
|
Restricted common units at March 31, 2011
|
4,559,442 | $ | 33.69 | |||||
|
Duncan Energy Partners restricted common unit awards:
|
||||||||
|
Restricted common units at December 31, 2010
|
-- | $ | -- | |||||
|
Granted (3)
|
3,666 | $ | 32.56 | |||||
|
Vested (3)
|
(3,666 | ) | $ | 32.56 | ||||
|
Restricted common units at March 31, 2011
|
-- | $ | -- | |||||
|
(1)
Determined by dividing the aggregate grant date fair value of awards (before an allowance for forfeitures) by the number of awards issued.
(2)
The aggregate grant date fair value of restricted common unit awards issued in 2011 was $59.0 million based on a grant date market price of $43.70 per unit. Estimated forfeiture rates ranging between 4.6% and 17% were applied to these awards.
(3)
The aggregate grant date fair value of restricted common unit awards issued in 2011 was $0.1 million based on a grant date market price of $32.56 per unit. These awards vested upon issuance.
|
||||||||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Cash distributions paid to restricted common unit holders
|
$ | 2.1 | $ | 1.5 | ||||
|
Total intrinsic value of restricted common unit awards vesting during period
|
14.7 | 1.1 | ||||||
|
Number of
Units
|
Weighted-
Average
Strike Price
(dollars/unit)
|
Weighted-
Average
Remaining
Contractual
Term
(in years)
|
Aggregate
Intrinsic
Value
(1)
|
|||||||||||||
|
Unit options at December 31, 2010
|
3,753,420 | $ | 28.08 | 3.6 | $ | -- | ||||||||||
|
Unit options at March 31, 2011
|
3,753,420 | $ | 28.08 | 3.4 | $ | -- | ||||||||||
|
Options exercisable at March 31, 2011
|
-- | -- | $ | -- | ||||||||||||
|
(1)
Aggregate intrinsic value reflects fully vested unit options at the date indicated. There were no vested unit options outstanding at either December 31, 2010 or March 31, 2011.
|
||||||||||||||||
|
For the Three Months
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Total intrinsic value of option awards exercised during period
|
$ | -- | $ | 0.9 | ||||
|
Cash received from EPCO in connection with the
exercise of unit option awards
|
-- | 0.6 | ||||||
|
Unit option-related reimbursements to EPCO
|
-- | 0.9 | ||||||
|
UARs at December 31, 2010
|
170,104 | |||
|
Vested
|
(4,102 | ) | ||
|
Settled or forfeited
|
(45,000 | ) | ||
|
UARs at March 31, 2011
|
121,002 |
|
March 31,
2011
|
December 31,
2010
|
|||||||
|
Accrued liability for UARs
|
$ | 0.3 | $ | 1.0 | ||||
|
§
|
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 effective portion of the hedge is reported in other comprehensive income (loss) and is reclassified into earnings when the forecasted transaction affects earnings.
|
|
Hedged Transaction
|
Number and Type of
Derivative(s) Employed
|
Notional
Amount
|
Period of
Hedge
|
Rate
Swap
|
Accounting
Treatment
|
|
Senior Notes C
|
1 fixed-to-floating swap
|
$100.0
|
1/04 to 2/13
|
6.4% to 2.3%
|
Fair value hedge
|
|
Senior Notes G
|
3 fixed-to-floating swaps
|
$300.0
|
10/04 to 10/14
|
5.6% to 1.4%
|
Fair value hedge
|
|
Senior Notes P
|
7 fixed-to-floating swaps
|
$400.0
|
6/09 to 8/12
|
4.6% to 2.7%
|
Fair value hedge
|
|
Senior Notes AA
|
10 fixed-to-floating swaps
|
$750.0
|
1/11 to 2/16
|
3.2% to 1.3%
|
Fair value hedge
|
|
Non-Hedged Swaps
|
2 floating-to-fixed swaps
|
$250.0
|
9/07 to 8/11
|
0.3% to 4.8%
|
Mark-to-market
|
|
Non-Hedged Swaps
|
6 floating-to-fixed swaps
|
$600.0
|
5/10 to 7/14
|
0.3% to 2.0%
|
Mark-to-market
|
|
Hedged Transaction
|
Number and Type of
Derivatives Employed
|
Notional
Amount
|
Expected
Termination
Date
|
Average Rate
Locked
|
Accounting
Treatment
|
|
Future debt offering
|
10 forward starting swaps
|
$500.0
|
2/12
|
4.5%
|
Cash flow hedge
|
|
Future debt offering
|
3 forward starting swaps
|
$150.0
|
8/12
|
4.0%
|
Cash flow hedge
|
|
Future debt offering
|
16 forward starting swaps
|
$1,000.0
|
3/13
|
3.7%
|
Cash flow hedge
|
|
Volume
(1)
|
Accounting
|
||
|
Derivative Purpose
|
Current
|
Long-Term
(2)
|
Treatment
|
|
Derivatives designated as hedging instruments:
|
|||
|
Enterprise:
|
|||
|
Natural gas processing:
|
|||
|
Forecasted natural gas purchases for plant thermal reduction (“PTR”) (3)
|
33.4 Bcf
|
n/a
|
Cash flow hedge
|
|
Forecasted sales of NGLs (4)
|
7.0 MMBbls
|
n/a
|
Cash flow hedge
|
|
Octane enhancement:
|
|||
|
Forecasted purchases of NGLs (4)
|
0.1 MMBbls
|
n/a
|
Cash flow hedge
|
|
Forecasted sales of octane enhancement products
|
3.0 MMBbls
|
n/a
|
Cash flow hedge
|
|
Natural gas marketing:
|
|||
|
Natural gas storage inventory management activities
|
4.1 Bcf
|
n/a
|
Fair value hedge
|
|
NGL marketing:
|
|||
|
Forecasted purchases of NGLs and related hydrocarbon products
|
4.3 MMBbls
|
n/a
|
Cash flow hedge
|
|
Forecasted sales of NGLs and related hydrocarbon products
|
3.6 MMBbls
|
n/a
|
Cash flow hedge
|
|
Refined products marketing:
|
|||
|
Forecasted purchases of refined products
|
4.0 MMBbls
|
0.1 MMBbls
|
Cash flow hedge
|
|
Forecasted sales of refined products
|
4.0 MMBbls
|
0.1 MMBbls
|
Cash flow hedge
|
|
Crude oil marketing:
|
|||
|
Forecasted purchases of crude oil
|
3.6 MMBbls
|
n/a
|
Cash flow hedge
|
|
Forecasted sales of crude oil
|
5.2 MMBbls
|
n/a
|
Cash flow hedge
|
|
Derivatives not designated as hedging instruments:
|
|||
|
Enterprise:
|
|||
|
Natural gas risk management activities (5,6)
|
355.5 Bcf
|
55.6 Bcf
|
Mark-to-market
|
|
Refined products risk management activities (6)
|
4.5 MMBbls
|
n/a
|
Mark-to-market
|
|
Crude oil risk management activities (6)
|
7.3 MMBbls
|
n/a
|
Mark-to-market
|
|
Duncan Energy Partners:
|
|||
|
Natural gas risk management activities (6)
|
2.4 Bcf
|
n/a
|
Mark-to-market
|
|
(1)
Volume for derivatives designated as hedging instruments reflects the total amount of volumes hedged whereas volume for derivatives not designated as hedging instruments reflects the absolute value of derivative notional volumes.
(2)
The maximum term for derivatives included in the long-term column is December 2013.
(3)
PTR represents the British thermal unit equivalent of the NGLs extracted from natural gas by a processing plant, and includes the natural gas used as plant fuel to extract those liquids, plant flare and other shortages.
(4)
Forecasted sales of NGL volumes under Natural gas processing exclude 3.0 MMBbls of additional hedges executed under contracts that have been designated as normal sales agreements.
(5)
Current and long-term volumes include approximately 151.9 Bcf and 4.1 Bcf, respectively, of physical derivative instruments that are predominantly priced at an index plus a premium or minus a discount related to location differences.
(6)
Reflects the use of derivative instruments to manage risks associated with transportation, processing and storage assets.
|
|||
|
§
|
The objective of our natural gas processing strategy is to hedge an amount of gross margin associated with our natural gas processing activities. We achieve this objective by using physical
|
|
|
and financial instruments to lock in the purchase prices of natural gas consumed as PTR and the sales prices of the related NGL products. This program consists of (i) the forward sale of a portion of our expected equity NGL production at fixed prices through December 2011, which is achieved through the use of forward physical sales contracts and commodity derivative instruments and (ii) the purchase of commodity derivative instruments having a notional amount based on the volume of natural gas expected to be consumed as PTR in the production of such equity NGL production.
|
|
§
|
The objective of our NGL, refined products and crude oil sales hedging program is to hedge the margins of anticipated future sales of inventory by locking in sales prices through the use of forward physical sales contracts and commodity derivative instruments.
|
|
§
|
The objective of our natural gas inventory hedging program is to hedge the fair value of natural gas currently held in inventory by locking in the sales price of the inventory through the use of commodity derivative instruments.
|
|
Asset Derivatives
|
Liability Derivatives
|
|||||||||||||||||||
|
March 31, 2011
|
December 31, 2010
|
March 31, 2011
|
December 31, 2010
|
|||||||||||||||||
|
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
|
Other current
assets
|
$ | 46.6 |
Other current
assets
|
$ | 30.3 |
Other current liabilities
|
$ | 22.0 |
Other current
liabilities
|
$ | 5.5 | ||||||||
|
Interest rate derivatives
|
Other assets
|
82.0 |
Other assets
|
77.8 |
Other liabilities
|
18.9 |
Other liabilities
|
26.2 | ||||||||||||
|
Total interest rate derivatives
|
128.6 | 108.1 | 40.9 | 31.7 | ||||||||||||||||
|
Commodity derivatives
|
Other current
assets
|
58.7 |
Other current assets
|
46.3 |
Other current
liabilities
|
185.8 |
Other current liabilities
|
93.0 | ||||||||||||
|
Commodity derivatives
|
Other assets
|
2.8 |
Other assets
|
1.0 |
Other liabilities
|
2.7 |
Other liabilities
|
1.7 | ||||||||||||
|
Total commodity derivatives
(1)
|
61.5 | 47.3 | 188.5 | 94.7 | ||||||||||||||||
|
Total derivatives designated as
hedging instruments
|
$ | 190.1 | $ | 155.4 | $ | 229.4 | $ | 126.4 | ||||||||||||
|
Derivatives not designated as hedging instruments
|
||||||||||||||||||||
|
Interest rate derivatives
|
Other current
assets
|
$ | -- |
Other current
assets
|
$ | -- |
Other current
liabilities
|
$ | 18.1 |
Other current liabilities
|
$ | 21.0 | ||||||||
|
Interest rate derivatives
|
Other assets
|
3.0 |
Other assets
|
-- |
Other liabilities
|
-- |
Other liabilities
|
0.9 | ||||||||||||
|
Total interest rate derivatives
|
3.0 | -- | 18.1 | 21.9 | ||||||||||||||||
|
Commodity derivatives
|
Other current
assets
|
50.9 |
Other current
assets
|
38.6 |
Other current
liabilities
|
61.1 |
Other current liabilities
|
41.2 | ||||||||||||
|
Commodity derivatives
|
Other assets
|
3.8 |
Other assets
|
4.5 |
Other liabilities
|
1.5 |
Other liabilities
|
5.4 | ||||||||||||
|
Total commodity derivatives
|
54.7 | 43.1 | 62.6 | 46.6 | ||||||||||||||||
|
Foreign currency derivatives
|
Other assets
|
-- |
Other assets
|
0.3 |
Other liabilities
|
-- |
Other liabilities
|
0.1 | ||||||||||||
|
Total derivatives not designated as
hedging instruments
|
$ | 57.7 | $ | 43.4 | $ | 80.7 | $ | 68.6 | ||||||||||||
|
(1)
Represents commodity derivative instrument transactions that have either not settled or have settled and not been invoiced. Settled and invoiced transactions are reflected in either accounts receivable or accounts payable depending on the outcome of the transaction.
|
||||||||||||||||||||
|
Derivatives in Fair Value
Hedging Relationships
|
Location
|
Gain/(Loss) Recognized in
Income on Derivative
|
|||||||
|
For the Three Months
Ended March 31,
|
|||||||||
|
2011
|
2010
|
||||||||
|
Interest rate derivatives
|
Interest expense
|
$ | (12.3 | ) | $ | 7.4 | |||
|
Commodity derivatives
|
Revenue
|
0.3 | (1.8 | ) | |||||
|
Total
|
$ | (12.0 | ) | $ | 5.6 | ||||
|
Derivatives in Fair Value
Hedging Relationships
|
Location
|
Gain/(Loss) Recognized in
Income on Hedged Item
|
|||||||
|
For the Three Months
Ended March 31,
|
|||||||||
|
2011
|
2010
|
||||||||
|
Interest rate derivatives
|
Interest expense
|
$ | 11.3 | $ | (7.4 | ) | |||
|
Commodity derivatives
|
Revenue
|
(1.3 | ) | 1.9 | |||||
|
Total
|
$ | 10.0 | $ | (5.5 | ) | ||||
|
Derivatives in Cash Flow
Hedging Relationships
|
Change in Value
Recognized in Other
Comprehensive Income/(Loss)
on Derivative –
Effective Portion
|
|||||||
|
For the Three Months
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Interest rate derivatives
|
$ | 14.1 | $ | (7.5 | ) | |||
|
Commodity derivatives – Revenue (1)
|
(155.4 | ) | (7.1 | ) | ||||
|
Commodity derivatives – Operating costs and expenses
|
4.0 | (51.8 | ) | |||||
|
Foreign currency derivatives
|
-- | (0.1 | ) | |||||
|
Total
|
$ | (137.3 | ) | $ | (66.5 | ) | ||
|
(1)
The increase in other comprehensive loss for the first quarter of 2011 is primarily due to the impact of rising crude oil, refined products and NGL prices on our derivative instruments designated as cash flow hedges of future physical sales transactions.
|
||||||||
|
Derivatives in Cash Flow
Hedging Relationships
|
Location
|
Gain/(Loss) Reclassified
from Accumulated Other
Comprehensive
Income/(Loss) to Income
(Effective Portion)
|
|||||||
|
For the Three Months
|
|||||||||
|
Ended March 31,
|
|||||||||
|
2011
|
2010
|
||||||||
|
Interest rate derivatives
|
Interest expense
|
$ | (1.5 | ) | $ | (6.1 | ) | ||
|
Commodity derivatives
|
Revenue
|
(69.2 | ) | (15.8 | ) | ||||
|
Commodity derivatives
|
Operating costs and expenses
|
0.3 | (0.7 | ) | |||||
|
Foreign currency derivatives
|
Other income
|
-- | 0.3 | ||||||
|
Total
|
$ | (70.4 | ) | $ | (22.3 | ) | |||
|
Derivatives in Cash Flow
Hedging Relationships
|
Location
|
Gain/(Loss) Recognized in
Income on Ineffective
Portion of Derivative
|
|||||||
|
For the Three Months
|
|||||||||
|
Ended March 31,
|
|||||||||
|
2011
|
2010
|
||||||||
|
Commodity derivatives
|
Revenue
|
$ | (0.1 | ) | $ | -- | |||
|
Commodity derivatives
|
Operating costs and expenses
|
-- | (0.6 | ) | |||||
|
Total
|
$ | (0.1 | ) | $ | (0.6 | ) | |||
|
Derivatives Not Designated as Hedging Instruments
|
Location
|
Gain/(Loss) Recognized in
Income on Derivative
|
|||||||
|
For the Three Months
|
|||||||||
|
Ended March 31,
|
|||||||||
|
2011
|
2010
|
||||||||
|
Interest rate derivatives
|
Interest expense
|
$ | (2.1 | ) | $ | -- | |||
|
Commodity derivatives
|
Revenue
|
3.8 | 3.9 | ||||||
|
Commodity derivatives
|
Operating costs and expenses
|
-- | (1.5 | ) | |||||
|
Total
|
$ | 1.7 | $ | 2.4 | |||||
|
At March 31, 2011
|
||||||||||||||||
|
Quoted Prices
|
||||||||||||||||
|
in Active
|
||||||||||||||||
|
Markets for
|
Significant
|
Significant
|
||||||||||||||
|
Identical Assets
|
Observable
|
Unobservable
|
||||||||||||||
|
and Liabilities
|
Inputs
|
Inputs
|
||||||||||||||
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
Total
|
|||||||||||||
|
Financial assets:
|
||||||||||||||||
|
Interest rate derivatives
|
$ | -- | $ | 131.6 | $ | -- | $ | 131.6 | ||||||||
|
Commodity derivatives
|
47.1 | 63.6 | 5.5 | 116.2 | ||||||||||||
|
Total
|
$ | 47.1 | $ | 195.2 | $ | 5.5 | $ | 247.8 | ||||||||
|
Financial liabilities:
|
||||||||||||||||
|
Interest rate derivatives
|
$ | -- | $ | 59.0 | $ | -- | $ | 59.0 | ||||||||
|
Commodity derivatives
|
137.2 | 108.8 | 5.1 | 251.1 | ||||||||||||
|
Total
|
$ | 137.2 | $ | 167.8 | $ | 5.1 | $ | 310.1 | ||||||||
|
§
|
Level 1 fair values are based on quoted prices, which are available in active markets for identical assets or liabilities as of the measurement date. Active markets are defined as those in which
|
|
|
transactions for identical assets or liabilities occur with sufficient frequency so as to provide pricing information on an ongoing basis (e.g., the New York Mercantile Exchange). Our Level 1 fair values consist of financial assets and liabilities such as exchange-traded commodity derivative instruments.
|
|
§
|
Level 2 fair values are based on pricing inputs other than quoted prices in active markets (as reflected in Level 1 fair values) and are either directly or indirectly observable as of the measurement date. Level 2 fair values include instruments that are valued using financial models or other appropriate valuation methodologies. Such financial models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, the time value of money, volatility factors, current market and contractual prices for the underlying instruments and other relevant economic measures. Substantially all of these assumptions (i) are observable in the marketplace throughout the full term of the instrument; (ii) can be derived from observable data; or (iii) are validated by inputs other than quoted prices (e.g., interest rate and yield curves at commonly quoted intervals). Our Level 2 fair values primarily consist of commodity derivative instruments such as forwards, swaps and other instruments transacted on an exchange or over-the-counter and interest rate derivative instruments. The fair values of these derivative instruments are based on observable price quotes for similar products and locations. The fair value of our interest rate derivatives are determined using financial models that incorporate the implied forward London Interbank Offered Rate yield curve for the same period as the future interest swap settlements.
|
|
§
|
Level 3 fair values are based on unobservable inputs. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Unobservable inputs reflect management’s ideas about the assumptions that market participants would use in pricing an asset or liability (including assumptions about risk). Unobservable inputs are based on the best information available to us in the circumstances, which might include our internally developed data. Level 3 inputs are typically used in connection with internally developed valuation methodologies where we make our best estimate of an instrument’s fair value. Our Level 3 fair values primarily consist of ethane, normal butane and natural gasoline-based contracts with terms greater than one year and certain options used to hedge natural gas storage inventory and transportation capacities. In addition, we often rely on price quotes from reputable brokers who publish price quotes on certain products and compare these prices to other reputable brokers for the same products in the same markets whenever possible. These prices, when combined with data from our commodity derivative instruments, are used in our models to determine the fair value of such instruments.
|
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Balance, January 1
|
$ | (25.9 | ) | $ | 5.7 | |||
|
Total gains (losses) included in:
|
||||||||
|
Net income (1)
|
(0.5 | ) | (3.6 | ) | ||||
|
Other comprehensive income (loss)
|
16.2 | (8.3 | ) | |||||
|
Settlements
|
0.8 | 3.6 | ||||||
|
Transfers out of Level 3 (2)
|
9.8 | -- | ||||||
|
Balance, March 31
|
$ | 0.4 | $ | (2.6 | ) | |||
|
(1)
There were unrealized losses of $0.2 million and unrealized gains of $0.5 million included in these amounts for the three months ended March 31, 2011 and 2010, respectively.
(2)
Transfers out of Level 3 into Level 2 were primarily due to the change in observability of forward NGL prices as described above.
|
||||||||
|
March 31,
2011
|
December 31,
2010
|
|||||||
|
Working inventory (1)
|
$ | 525.4 | $ | 690.9 | ||||
|
Forward sales inventory (2)
|
275.4 | 443.1 | ||||||
|
Total inventory
|
$ | 800.8 | $ | 1,134.0 | ||||
|
(1)
Working inventory is comprised of natural gas, NGLs, crude oil, refined products, lubrication oils and certain petrochemical products that are either available-for-sale or used in the provision for services.
(2)
Forward sales inventory consists of identified natural gas, NGL, refined product and crude oil volumes dedicated to the fulfillment of forward sales contracts.
|
||||||||
|
For the Three Months
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Cost of sales (1)
|
$ | 8,819.3 | $ | 7,342.3 | ||||
|
LCM adjustments
|
1.2 | 5.7 | ||||||
|
(1)
Cost of sales is a component of “Operating costs and expenses,” as presented on our Unaudited Condensed Statements of Consolidated Operations. Quarter-to-quarter fluctuations in these amounts are primarily due to changes in energy commodity prices and sales volumes associated with our marketing activities.
|
||||||||
|
Estimated
Useful Life
in Years
|
March 31,
2011
|
December 31,
2010
|
||||||||||
|
Plants, pipelines and facilities (1)
|
3-45 (6) | $ | 19,552.3 | $ | 19,388.4 | |||||||
|
Underground and other storage facilities (2)
|
5-40 (7) | 1,491.3 | 1,477.8 | |||||||||
|
Platforms and facilities (3)
|
20-31 | 637.5 | 637.5 | |||||||||
|
Transportation equipment (4)
|
3-10 | 120.0 | 119.1 | |||||||||
|
Marine vessels (5)
|
15-30 | 563.7 | 560.0 | |||||||||
|
Land
|
123.4 | 123.4 | ||||||||||
|
Construction in progress
|
2,168.8 | 1,607.2 | ||||||||||
|
Total
|
24,657.0 | 23,913.4 | ||||||||||
|
Less accumulated depreciation
|
4,764.1 | 4,580.5 | ||||||||||
|
Property, plant and equipment, net
|
$ | 19,892.9 | $ | 19,332.9 | ||||||||
|
(1)
Plants and pipelines include processing plants; NGL, natural gas, crude oil and petrochemical and refined products pipelines; terminal loading and unloading facilities; office furniture and equipment; buildings; laboratory and shop equipment and related assets.
(2)
Underground and other storage facilities include underground product storage caverns; above ground storage tanks; water wells and related assets.
(3)
Platforms and facilities include offshore platforms and related facilities and other associated assets located in the Gulf of Mexico.
(4)
Transportation equipment includes tractor-trailer tank trucks and other vehicles and similar assets used in our operations.
(5)
Marine vessels include tow boats, barges and related equipment used in our marine transportation business.
(6)
In general, the estimated useful lives of major assets within this category are: processing plants, 20-35 years; pipelines and related equipment, 5-45 years; terminal facilities, 10-35 years; office furniture and equipment, 3-20 years; buildings, 20-40 years; and laboratory and shop equipment, 5-35 years.
(7)
In general, the estimated useful lives of assets within this category are: underground storage facilities, 5-35 years; storage tanks, 10-40 years; and water wells, 5-35 years.
|
||||||||||||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Depreciation expense (1)
|
$ | 186.5 | $ | 180.3 | ||||
|
Capitalized interest (2)
|
17.2 | 10.5 | ||||||
|
(1)
Depreciation expense is a component of “Costs and expenses” as presented in our Unaudited Condensed Statements of Consolidated Operations.
(2)
Capitalized interest increases the carrying value of the associated asset and reduces interest expense during the period it is recorded.
|
||||||||
|
ARO liability balance, December 31, 2010
|
$ | 97.1 | ||
|
Revisions in estimated cash flows
|
1.0 | |||
|
Accretion expense
|
1.6 | |||
|
Liabilities settled during period
|
(0.2 | ) | ||
|
ARO liability balance, March 31, 2011
|
$ | 99.5 |
|
Remainder of 2011
|
2012
|
2013
|
2014
|
2015
|
||||||||||||||
| $ | 4.8 | $ | 5.0 | $ | 5.4 | $ | 5.8 | $ | 5.5 | |||||||||
|
Ownership
Interest at
March 31,
2011
|
March 31,
2011
|
December 31,
2010
|
||||||||||
|
NGL Pipelines & Services:
|
||||||||||||
|
Venice Energy Service Company, L.L.C.
|
13.1% | $ | 33.5 | $ | 31.9 | |||||||
|
K/D/S Promix, L.L.C. (“Promix”)
|
50% | 42.4 | 43.5 | |||||||||
|
Baton Rouge Fractionators LLC
|
32.2% | 21.7 | 21.9 | |||||||||
|
Skelly-Belvieu Pipeline Company, L.L.C.
|
50% | 34.0 | 34.2 | |||||||||
|
Onshore Natural Gas Pipelines & Services:
|
||||||||||||
|
Evangeline (1)
|
49.5% | 6.7 | 6.4 | |||||||||
|
White River Hub, LLC (“White River Hub”)
|
50% | 26.1 | 26.2 | |||||||||
|
Onshore Crude Oil Pipelines & Services:
|
||||||||||||
|
Seaway Crude Pipeline Company (“Seaway”)
|
50% | 171.7 | 172.2 | |||||||||
|
Offshore Pipelines & Services:
|
||||||||||||
|
Poseidon Oil Pipeline Company, L.L.C. (“Poseidon”)
|
36% | 55.1 | 57.2 | |||||||||
|
Cameron Highway Oil Pipeline Company
|
50% | 231.8 | 233.7 | |||||||||
|
Deepwater Gateway, L.L.C.
|
50% | 97.7 | 98.4 | |||||||||
|
Neptune Pipeline Company, L.L.C.
|
25.7% | 53.0 | 53.9 | |||||||||
|
Petrochemical & Refined Products Services:
|
||||||||||||
|
Baton Rouge Propylene Concentrator, LLC
|
30% | 10.0 | 10.1 | |||||||||
|
Centennial Pipeline LLC (“Centennial”)
|
50% | 61.5 | 63.1 | |||||||||
|
Other (2)
|
Various
|
3.6 | 3.6 | |||||||||
|
Other Investments:
|
||||||||||||
|
Energy Transfer Equity
|
17.5% | 1,421.1 | 1,436.8 | |||||||||
|
Total
|
$ | 2,269.9 | $ | 2,293.1 | ||||||||
|
|
||||||||||||
|
(1)
Evangeline refers to our ownership interests in Evangeline Gas Pipeline Company, L.P. and Evangeline Gas Corp., collectively.
(2)
Other unconsolidated affiliates include a 50% interest in a propylene pipeline extending from Mont Belvieu, Texas to La Porte, Texas and a 25% interest in a company that provides logistics communications solutions between petroleum pipelines and their customers.
|
||||||||||||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
NGL Pipelines & Services
|
$ | 5.9 | $ | 3.3 | ||||
|
Onshore Natural Gas Pipelines & Services
|
1.2 | 1.3 | ||||||
|
Onshore Crude Oil Pipelines & Services
|
(0.5 | ) | 2.3 | |||||
|
Offshore Pipelines & Services
|
8.3 | 11.8 | ||||||
|
Petrochemical & Refined Products Services
|
(5.0 | ) | (2.7 | ) | ||||
|
Other Investments
|
6.3 | 10.6 | ||||||
|
Total
|
$ | 16.2 | $ | 26.6 | ||||
|
March 31,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
NGL Pipelines & Services
|
$ | 25.4 | $ | 25.7 | ||||
|
Onshore Crude Oil Pipelines & Services
|
19.7 | 19.7 | ||||||
|
Offshore Pipelines & Services
|
15.7 | 16.0 | ||||||
|
Petrochemical & Refined Products Services
|
3.0 | 3.0 | ||||||
|
Other Investments (1)
|
1,516.0 | 1,525.1 | ||||||
|
Total
|
$ | 1,579.8 | $ | 1,589.5 | ||||
|
(1)
Holdings’ investment in Energy Transfer Equity exceeded its share of the historical cost of the underlying net assets of such investee by $1.66 billion in May 2007. At March 31, 2011, this basis differential decreased to $1.52 billion and consisted of the following: $481.3 million attributed to fixed assets; $509.7 million attributed to the IDRs (an indefinite-life intangible asset) held by Energy Transfer Equity in the cash flows of ETP; $191.7 million attributed to amortizable intangible assets and $333.3 million attributed to equity method goodwill. These unamortized excess cost amounts are being amortized over their estimated economic lives of 20-27 years.
|
||||||||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
NGL Pipelines & Services
|
$ | 0.3 | $ | 0.2 | ||||
|
Onshore Crude Oil Pipelines & Services
|
0.2 | 0.2 | ||||||
|
Offshore Pipelines & Services
|
0.3 | 0.3 | ||||||
|
Petrochemical & Refined Products Services
|
-- | 0.7 | ||||||
|
Other Investments
|
9.1 | 9.2 | ||||||
|
Total
|
$ | 9.9 | $ | 10.6 | ||||
|
Summarized Income Statement Information for the Three Months Ended
|
||||||||||||||||||||||||
|
March 31, 2011
|
March 31, 2010
|
|||||||||||||||||||||||
|
Operating
|
Net
|
Operating
|
Net
|
|||||||||||||||||||||
|
Revenues
|
Income
|
Income (Loss)
|
Revenues
|
Income
|
Income (Loss)
|
|||||||||||||||||||
|
NGL Pipelines & Services
|
$ | 100.1 | $ | 23.4 | $ | 23.4 | $ | 74.8 | $ | 13.1 | $ | 13.0 | ||||||||||||
|
Onshore Natural Gas Pipelines & Services
|
35.5 | 2.6 | 2.6 | 42.3 | 2.5 | 2.4 | ||||||||||||||||||
|
Onshore Crude Oil Pipelines & Services
|
11.2 | 0.5 | 0.5 | 18.5 | 7.3 | 7.3 | ||||||||||||||||||
|
Offshore Pipelines & Services
|
46.3 | 18.9 | 18.7 | 55.0 | 29.2 | 28.7 | ||||||||||||||||||
|
Petrochemical & Refined Products Services
|
10.1 | (7.0 | ) | (9.2 | ) | 8.6 | 0.6 | (0.3 | ) | |||||||||||||||
|
Other Investments (1)
|
1,989.1 | 364.2 | 88.6 | 1,872.0 | 338.9 | 112.8 | ||||||||||||||||||
|
(1)
Net income for Energy Transfer Equity represents net income attributable to the partners of Energy Transfer Equity.
|
||||||||||||||||||||||||
|
March 31, 2011
|
December 31, 2010
|
|||||||||||||||||||||||
|
Gross
Value
|
Accum.
Amort.
|
Carrying
Value
|
Gross
Value
|
Accum.
Amort.
|
Carrying
Value
|
|||||||||||||||||||
|
NGL Pipelines & Services:
|
||||||||||||||||||||||||
|
Customer relationship intangibles
|
$ | 340.8 | $ | (112.4 | ) | $ | 228.4 | $ | 340.8 | $ | (106.7 | ) | $ | 234.1 | ||||||||||
|
Contract-based intangibles
|
287.5 | (156.6 | ) | 130.9 | 322.2 | (176.6 | ) | 145.6 | ||||||||||||||||
|
Segment total
|
628.3 | (269.0 | ) | 359.3 | 663.0 | (283.3 | ) | 379.7 | ||||||||||||||||
|
Onshore Natural Gas Pipelines & Services:
|
||||||||||||||||||||||||
|
Customer relationship intangibles
|
1,163.6 | (173.2 | ) | 990.4 | 1,163.6 | (160.8 | ) | 1,002.8 | ||||||||||||||||
|
Contract-based intangibles
|
565.3 | (329.5 | ) | 235.8 | 565.3 | (322.0 | ) | 243.3 | ||||||||||||||||
|
Segment total
|
1,728.9 | (502.7 | ) | 1,226.2 | 1,728.9 | (482.8 | ) | 1,246.1 | ||||||||||||||||
|
Onshore Crude Oil Pipelines & Services:
|
||||||||||||||||||||||||
|
Customer relationship intangibles
|
9.7 | (3.8 | ) | 5.9 | 9.7 | (3.7 | ) | 6.0 | ||||||||||||||||
|
Contract-based intangibles
|
0.4 | (0.2 | ) | 0.2 | 0.4 | (0.2 | ) | 0.2 | ||||||||||||||||
|
Segment total
|
10.1 | (4.0 | ) | 6.1 | 10.1 | (3.9 | ) | 6.2 | ||||||||||||||||
|
Offshore Pipelines & Services:
|
||||||||||||||||||||||||
|
Customer relationship intangibles
|
205.8 | (121.0 | ) | 84.8 | 205.8 | (118.1 | ) | 87.7 | ||||||||||||||||
|
Contract-based intangibles
|
1.2 | (0.3 | ) | 0.9 | 1.2 | (0.2 | ) | 1.0 | ||||||||||||||||
|
Segment total
|
207.0 | (121.3 | ) | 85.7 | 207.0 | (118.3 | ) | 88.7 | ||||||||||||||||
|
Petrochemical & Refined Products Services:
|
||||||||||||||||||||||||
|
Customer relationship intangibles
|
104.7 | (25.2 | ) | 79.5 | 104.7 | (23.8 | ) | 80.9 | ||||||||||||||||
|
Contract-based intangibles
|
60.3 | (23.1 | ) | 37.2 | 60.3 | (20.2 | ) | 40.1 | ||||||||||||||||
|
Segment total
|
165.0 | (48.3 | ) | 116.7 | 165.0 | (44.0 | ) | 121.0 | ||||||||||||||||
|
Total all segments
|
$ | 2,739.3 | $ | (945.3 | ) | $ | 1,794.0 | $ | 2,774.0 | $ | (932.3 | ) | $ | 1,841.7 | ||||||||||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
NGL Pipelines & Services
|
$ | 10.4 | $ | 9.3 | ||||
|
Onshore Natural Gas Pipelines & Services
|
19.9 | 14.2 | ||||||
|
Onshore Crude Oil Pipelines & Services
|
0.1 | 0.1 | ||||||
|
Offshore Pipelines & Services
|
3.0 | 3.4 | ||||||
|
Petrochemical & Refined Products Services
|
4.3 | 2.6 | ||||||
|
Total
|
$ | 37.7 | $ | 29.6 | ||||
|
Remainder of
2011
|
2012
|
2013
|
2014
|
2015
|
||||||||||||||
| $ | 105.9 | $ | 132.4 | $ | 127.1 | $ | 127.2 | $ | 125.8 | |||||||||
|
March 31,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
EPO senior debt obligations:
|
||||||||
|
$1.75 Billion Multi-Year Revolving Credit Facility, variable-rate, due November 2012
|
$ | -- | $ | 648.0 | ||||
|
Petal GO Zone Bonds, variable-rate, due August 2034
|
57.5 | 57.5 | ||||||
|
Senior Notes B, 7.50% fixed-rate, due February 2011
|
-- | 450.0 | ||||||
|
Senior Notes C, 6.375% fixed-rate, due February 2013
|
350.0 | 350.0 | ||||||
|
Senior Notes D, 6.875% fixed-rate, due March 2033
|
500.0 | 500.0 | ||||||
|
Senior Notes G, 5.60% fixed-rate, due October 2014
|
650.0 | 650.0 | ||||||
|
Senior Notes H, 6.65% fixed-rate, due October 2034
|
350.0 | 350.0 | ||||||
|
Senior Notes I, 5.00% fixed-rate, due March 2015
|
250.0 | 250.0 | ||||||
|
Senior Notes J, 5.75% fixed-rate, due March 2035
|
250.0 | 250.0 | ||||||
|
Senior Notes L, 6.30% fixed-rate, due September 2017
|
800.0 | 800.0 | ||||||
|
Senior Notes M, 5.65% fixed-rate, due April 2013
|
400.0 | 400.0 | ||||||
|
Senior Notes N, 6.50% fixed-rate, due January 2019
|
700.0 | 700.0 | ||||||
|
Senior Notes O, 9.75% fixed-rate, due January 2014
|
500.0 | 500.0 | ||||||
|
Senior Notes P, 4.60% fixed-rate, due August 2012
|
500.0 | 500.0 | ||||||
|
Senior Notes Q, 5.25% fixed-rate, due January 2020
|
500.0 | 500.0 | ||||||
|
Senior Notes R, 6.125% fixed-rate, due October 2039
|
600.0 | 600.0 | ||||||
|
Senior Notes S, 7.625% fixed-rate, due February 2012
|
490.5 | 490.5 | ||||||
|
Senior Notes T, 6.125% fixed-rate, due February 2013
|
182.5 | 182.5 | ||||||
|
Senior Notes U, 5.90% fixed-rate, due April 2013
|
237.6 | 237.6 | ||||||
|
Senior Notes V, 6.65% fixed-rate, due April 2018
|
349.7 | 349.7 | ||||||
|
Senior Notes W, 7.55% fixed-rate, due April 2038
|
399.6 | 399.6 | ||||||
|
Senior Notes X, 3.70% fixed-rate, due June 2015
|
400.0 | 400.0 | ||||||
|
Senior Notes Y, 5.20% fixed-rate, due September 2020
|
1,000.0 | 1,000.0 | ||||||
|
Senior Notes Z, 6.45% fixed-rate, due September 2040
|
600.0 | 600.0 | ||||||
|
Senior Notes AA, 3.20% fixed-rate, due February 2016
|
750.0 | -- | ||||||
|
Senior Notes BB, 5.95% fixed-rate, due February 2041
|
750.0 | -- | ||||||
|
TEPPCO senior debt obligations:
|
||||||||
|
TEPPCO Senior Notes
|
40.1 | 40.1 | ||||||
|
Duncan Energy Partners’ debt obligations:
|
||||||||
|
DEP Term Loan, variable-rate, due December 2011
|
282.3 | 282.3 | ||||||
|
DEP $850 Million Multi-Year Revolving Credit Facility ,variable-rate, due October 2013
|
215.5 | 106.0 | ||||||
|
DEP $400 Million Term Loan Facility, variable-rate, due October 2013
|
400.0 | 400.0 | ||||||
|
Total principal amount of senior debt obligations
|
12,505.3 | 11,993.8 | ||||||
|
EPO Junior Subordinated Notes A, fixed/variable-rate, due August 2066
|
550.0 | 550.0 | ||||||
|
EPO Junior Subordinated Notes B, fixed/variable-rate, due January 2068
|
682.7 | 682.7 | ||||||
|
EPO Junior Subordinated Notes C, fixed/variable-rate, due June 2067
|
285.8 | 285.8 | ||||||
|
TEPPCO Junior Subordinated Notes, fixed/variable-rate, due June 2067
|
14.2 | 14.2 | ||||||
|
Total principal amount of senior and junior debt obligations
|
14,038.0 | 13,526.5 | ||||||
|
Other, non-principal amounts:
|
||||||||
|
Change in fair value of debt-related derivative instruments (1)
|
38.1 | 49.3 | ||||||
|
Unamortized discounts, net of premiums
|
(29.5 | ) | (24.0 | ) | ||||
|
Unamortized deferred net gains related to terminated interest rate swaps (1)
|
9.3 | 11.7 | ||||||
|
Total other, non-principal amounts
|
17.9 | 37.0 | ||||||
|
Less current maturities of debt (2)
|
(782.3 | ) | (282.3 | ) | ||||
|
Total long-term debt
|
$ | 13,273.6 | $ | 13,281.2 | ||||
|
(1)
See Note 4 for information regarding our interest rate hedging activities.
(2)
We expect to refinance the current maturities of our debt obligations prior to their maturity.
|
||||||||
|
Range of
Interest Rates
Paid
|
Weighted-Average
Interest Rate
Paid
|
|
|
EPO Multi-Year Revolving Credit Facility
|
0.75% to 3.25%
|
0.82%
|
|
DEP Term Loan
|
1.06% to 1.16%
|
1.09%
|
|
DEP Multi-Year Revolving Credit Facility
|
2.01% to 2.16%
|
2.06%
|
|
DEP $400 Million Term Loan Facility
|
2.26% to 2.51%
|
2.34%
|
|
Petal GO Zone Bonds
|
0.23% to 0.33%
|
0.25%
|
|
Scheduled Maturities of Debt
|
||||||||||||||||||||||||||||
|
Total
|
Remainder of 2011
|
2012
|
2013
|
2014
|
2015
|
After
2015
|
||||||||||||||||||||||
|
Revolving Credit Facilities
|
$ | 215.5 | $ | -- | $ | -- | $ | 215.5 | $ | -- | $ | -- | $ | -- | ||||||||||||||
|
Senior Notes
|
11,550.0 | -- | 1,000.0 | 1,200.0 | 1,150.0 | 650.0 | 7,550.0 | |||||||||||||||||||||
|
Term Loans
|
682.3 | 282.3 | -- | 400.0 | -- | -- | -- | |||||||||||||||||||||
|
Junior Subordinated Notes
|
1,532.7 | -- | -- | -- | -- | -- | 1,532.7 | |||||||||||||||||||||
|
Other
|
57.5 | -- | -- | -- | -- | -- | 57.5 | |||||||||||||||||||||
|
Total
|
$ | 14,038.0 | $ | 282.3 | $ | 1,000.0 | $ | 1,815.5 | $ | 1,150.0 | $ | 650.0 | $ | 9,140.2 | ||||||||||||||
|
Scheduled Maturities of Debt
|
|||||||||||||||||||||||||||||||
|
Ownership
Interest
|
Total
|
Remainder of 2011
|
2012
|
2013
|
2014
|
2015
|
After
2015
|
||||||||||||||||||||||||
|
Poseidon
|
36% | $ | 92.0 | $ | 92.0 | $ | -- | $ | -- | $ | -- | $ | -- | $ | -- | ||||||||||||||||
|
Centennial
|
50% | 108.7 | 6.8 | 8.9 | 8.6 | 8.6 | 8.6 | 67.2 | |||||||||||||||||||||||
|
Total
|
$ | 200.7 | $ | 98.8 | $ | 8.9 | $ | 8.6 | $ | 8.6 | $ | 8.6 | $ | 67.2 | |||||||||||||||||
|
Balance, January 1, 2010
|
139,191,640 | |||
|
Issuance of Units to directors of the general partner of Holdings
|
2,991 | |||
|
Balance, March 31, 2010
|
139,194,631 |
|
Common
Units
|
Class B
Units
|
Treasury
Units
|
||||||||||
|
Balance, December 31, 2010
|
843,681,572 | 4,520,431 | -- | |||||||||
|
Common units issued in connection with DRIP and EUPP
|
506,908 | -- | -- | |||||||||
|
Restricted common units issued
|
1,350,530 | -- | -- | |||||||||
|
Forfeiture of restricted common units
|
(16,475 | ) | -- | -- | ||||||||
|
Acquisition of treasury units
|
(91,126 | ) | -- | 91,126 | ||||||||
|
Cancellation of treasury units
|
-- | -- | (91,126 | ) | ||||||||
|
Balance, March 31, 2011
|
845,431,409 | 4,520,431 | -- | |||||||||
|
Number of
Common Units
Issued
|
Net Cash
Proceeds
|
|||||||
|
February DRIP and EUPP
|
506,908 | $ | 21.0 | |||||
|
March 31,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
Commodity derivative instruments (1)
|
$ | (114.3 | ) | $ | (31.8 | ) | ||
|
Interest rate derivative instruments (1)
|
13.5 | (2.1 | ) | |||||
|
Foreign currency translation adjustment (2)
|
1.7 | 1.7 | ||||||
|
Pension and postretirement benefit plans
|
(0.1 | ) | (0.4 | ) | ||||
|
Proportionate share of other comprehensive loss of
unconsolidated affiliates, primarily Energy Transfer Equity
|
(2.0 | ) | (1.0 | ) | ||||
|
Subtotal
|
(101.2 | ) | (33.6 | ) | ||||
|
Amounts attributable to noncontrolling interests
|
1.1 | 1.1 | ||||||
|
Total accumulated other comprehensive loss in partners’ equity
|
$ | (100.1 | ) | $ | (32.5 | ) | ||
|
(1)
See Note 4 for additional information regarding these components of accumulated other comprehensive income (loss).
(2)
Relates to transactions of our Canadian NGL marketing subsidiary.
|
||||||||
|
March 31,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
Limited partners of Duncan Energy Partners:
|
||||||||
|
Third-party owners of Duncan Energy Partners (1)
|
$ | 408.1 | $ | 410.4 | ||||
|
Related party owners of Duncan Energy Partners (2)
|
1.7 | 1.7 | ||||||
|
Joint venture partners (3)
|
114.4 | 115.6 | ||||||
|
Accumulated other comprehensive loss
attributable to noncontrolling interest
|
(1.1 | ) | (1.1 | ) | ||||
|
Total noncontrolling interest
|
$ | 523.1 | $ | 526.6 | ||||
|
(1)
Consists of non-affiliate public unitholders of Duncan Energy Partners.
(2)
Consists of unitholders of Duncan Energy Partners that are related party affiliates.
(3)
Represents third-party ownership interests in joint ventures that we consolidate, including Seminole, Tri-States Pipeline L.L.C., Independence Hub LLC, Rio Grande Pipeline, LLC and Wilprise Pipeline Company LLC.
|
||||||||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Limited partners of Enterprise
|
$ | -- | $ | 306.5 | ||||
|
Limited partners of Duncan Energy Partners
|
7.9 | 8.7 | ||||||
|
Joint venture partners
|
5.9 | 7.3 | ||||||
|
Total
|
$ | 13.8 | $ | 322.5 | ||||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Cash distributions paid to noncontrolling interest:
|
||||||||
|
Limited partners of Enterprise
|
$ | -- | $ | 334.5 | ||||
|
Limited partners of Duncan Energy Partners
|
10.9 | 10.6 | ||||||
|
Joint venture partners
|
6.3 | 6.8 | ||||||
|
Total cash distributions paid to noncontrolling interest
|
$ | 17.2 | $ | 351.9 | ||||
|
Cash contributions from noncontrolling interest:
|
||||||||
|
Limited partners of Enterprise
|
$ | -- | $ | 417.1 | ||||
|
Limited partners of Duncan Energy Partners
|
0.6 | 0.2 | ||||||
|
Joint venture partners
|
0.7 | -- | ||||||
|
Total cash contributions from noncontrolling interest
|
$ | 1.3 | $ | 417.3 | ||||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Revenues
|
$ | 10,183.7 | $ | 8,544.5 | ||||
|
Less: Operating costs and expenses
|
(9,537.1 | ) | (7,971.9 | ) | ||||
|
Add: Equity in income of unconsolidated affiliates
|
16.2 | 26.6 | ||||||
|
Depreciation, amortization and accretion in operating costs and expenses (1)
|
230.8 | 212.4 | ||||||
|
Non-cash asset impairment charges
|
-- | 1.5 | ||||||
|
Operating lease expenses paid by EPCO
|
0.2 | 0.2 | ||||||
|
Gains from asset sales and related transactions in operating costs and expenses (2)
|
(18.4 | ) | (7.3 | ) | ||||
|
Total segment gross operating margin
|
$ | 875.4 | $ | 806.0 | ||||
|
(1)
Amount is a component of “Depreciation, amortization and accretion” as presented on the Unaudited Condensed Statements of Consolidated Cash Flows.
(2)
Amount is a component of “Gains from asset sales and related transactions” as presented on the Unaudited Condensed Statements of Consolidated Cash Flows.
|
||||||||
|
For the Three Months
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Total segment gross operating margin
|
$ | 875.4 | $ | 806.0 | ||||
|
Adjustments to reconcile total segment gross operating margin to operating income:
|
||||||||
|
Depreciation, amortization and accretion in operating costs and expenses
|
(230.8 | ) | (212.4 | ) | ||||
|
Non-cash asset impairment charges
|
-- | (1.5 | ) | |||||
|
Operating lease expenses paid by EPCO
|
(0.2 | ) | (0.2 | ) | ||||
|
Gains from asset sales and related transactions in operating costs and expenses
|
18.4 | 7.3 | ||||||
|
General and administrative costs
|
(37.9 | ) | (40.3 | ) | ||||
|
Operating income
|
624.9 | 558.9 | ||||||
|
Other expense, net
|
(183.3 | ) | (157.8 | ) | ||||
|
Income before provision for income taxes
|
$ | 441.6 | $ | 401.1 | ||||
|
Reportable Business Segments
|
||||||||||||||||||||||||||||||||
|
Onshore
|
Onshore
|
Petrochemical
|
||||||||||||||||||||||||||||||
|
NGL
|
Natural Gas
|
Crude Oil
|
Offshore
|
& Refined
|
Adjustments
|
|||||||||||||||||||||||||||
|
Pipelines
|
Pipelines
|
Pipelines
|
Pipelines
|
Products
|
Other
|
and
|
Consolidated
|
|||||||||||||||||||||||||
|
& Services
|
& Services
|
& Services
|
& Services
|
Services
|
Investments
|
Eliminations
|
Totals
|
|||||||||||||||||||||||||
|
Revenues from third parties:
|
||||||||||||||||||||||||||||||||
|
Three months ended March 31, 2011
|
$ | 4,055.4 | $ | 871.7 | $ | 3,370.6 | $ | 60.6 | $ | 1,575.3 | $ | -- | $ | -- | $ | 9,933.6 | ||||||||||||||||
|
Three months ended March 31, 2010
|
3,666.3 | 1,111.1 | 2,386.7 | 86.5 | 1,061.5 | -- | -- | 8,312.1 | ||||||||||||||||||||||||
|
Revenues from related parties:
|
||||||||||||||||||||||||||||||||
|
Three months ended March 31, 2011
|
201.4 | 44.9 | -- | 3.8 | -- | -- | -- | 250.1 | ||||||||||||||||||||||||
|
Three months ended March 31, 2010
|
180.0 | 50.4 | (0.1 | ) | 2.1 | -- | -- | -- | 232.4 | |||||||||||||||||||||||
|
Intersegment and intrasegment
revenues:
|
||||||||||||||||||||||||||||||||
|
Three months ended March 31, 2011
|
3,474.6 | 270.9 | 707.1 | 1.7 | 473.1 | -- | (4,927.4 | ) | -- | |||||||||||||||||||||||
|
Three months ended March 31, 2010
|
2,547.2 | 215.6 | 24.7 | 0.4 | 257.8 | -- | (3,045.7 | ) | -- | |||||||||||||||||||||||
|
Total revenues:
|
||||||||||||||||||||||||||||||||
|
Three months ended March 31, 2011
|
7,731.4 | 1,187.5 | 4,077.7 | 66.1 | 2,048.4 | -- | (4,927.4 | ) | 10,183.7 | |||||||||||||||||||||||
|
Three months ended March 31, 2010
|
6,393.5 | 1,377.1 | 2,411.3 | 89.0 | 1,319.3 | -- | (3,045.7 | ) | 8,544.5 | |||||||||||||||||||||||
|
Equity in income (loss) of
unconsolidated affiliates:
|
||||||||||||||||||||||||||||||||
|
Three months ended March 31, 2011
|
5.9 | 1.2 | (0.5 | ) | 8.3 | (5.0 | ) | 6.3 | -- | 16.2 | ||||||||||||||||||||||
|
Three months ended March 31, 2010
|
3.3 | 1.3 | 2.3 | 11.8 | (2.7 | ) | 10.6 | -- | 26.6 | |||||||||||||||||||||||
|
Gross operating margin:
|
||||||||||||||||||||||||||||||||
|
Three months ended March 31, 2011
|
504.4 | 159.2 | 31.8 | 61.3 | 112.4 | 6.3 | -- | 875.4 | ||||||||||||||||||||||||
|
Three months ended March 31, 2010
|
437.3 | 130.3 | 26.7 | 81.1 | 120.0 | 10.6 | -- | 806.0 | ||||||||||||||||||||||||
|
Segment assets:
|
||||||||||||||||||||||||||||||||
|
At March 31, 2011
|
7,640.3 | 8,196.8 | 913.7 | 1,977.9 | 3,745.9 | 1,421.1 | 2,168.8 | 26,064.5 | ||||||||||||||||||||||||
|
At December 31, 2010
|
7,665.5 | 8,184.8 | 917.5 | 2,004.9 | 3,758.7 | 1,436.8 | 1,607.2 | 25,575.4 | ||||||||||||||||||||||||
|
Property, plant and equipment, net:
(see Note 6)
|
||||||||||||||||||||||||||||||||
|
At March 31, 2011
|
6,808.2 | 6,626.7 | 424.7 | 1,372.5 | 2,492.0 | -- | 2,168.8 | 19,892.9 | ||||||||||||||||||||||||
|
At December 31, 2010
|
6,813.1 | 6,595.0 | 427.9 | 1,390.9 | 2,498.8 | -- | 1,607.2 | 19,332.9 | ||||||||||||||||||||||||
|
Investments in unconsolidated
affiliates:
(see Note 7)
|
||||||||||||||||||||||||||||||||
|
At March 31, 2011
|
131.6 | 32.8 | 171.7 | 437.6 | 75.1 | 1,421.1 | -- | 2,269.9 | ||||||||||||||||||||||||
|
At December 31, 2010
|
131.5 | 32.6 | 172.2 | 443.2 | 76.8 | 1,436.8 | -- | 2,293.1 | ||||||||||||||||||||||||
|
Intangible assets, net:
(see Note 8)
|
||||||||||||||||||||||||||||||||
|
At March 31, 2011
|
359.3 | 1,226.2 | 6.1 | 85.7 | 116.7 | -- | -- | 1,794.0 | ||||||||||||||||||||||||
|
At December 31, 2010
|
379.7 | 1,246.1 | 6.2 | 88.7 | 121.0 | -- | -- | 1,841.7 | ||||||||||||||||||||||||
|
Goodwill:
(see Note 8)
|
||||||||||||||||||||||||||||||||
|
At March 31, 2011
|
341.2 | 311.1 | 311.2 | 82.1 | 1,062.1 | -- | -- | 2,107.7 | ||||||||||||||||||||||||
|
At December 31, 2010
|
341.2 | 311.1 | 311.2 | 82.1 | 1,062.1 | -- | -- | 2,107.7 | ||||||||||||||||||||||||
|
For the Three Months
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
NGL Pipelines & Services:
|
||||||||
|
Sales of NGLs
|
$ | 4,057.1 | $ | 3,664.1 | ||||
|
Sales of other petroleum and related products
|
0.6 | 0.5 | ||||||
|
Midstream services
|
199.1 | 181.7 | ||||||
|
Total
|
4,256.8 | 3,846.3 | ||||||
|
Onshore Natural Gas Pipelines & Services:
|
||||||||
|
Sales of natural gas
|
712.7 | 975.2 | ||||||
|
Midstream services
|
203.9 | 186.3 | ||||||
|
Total
|
916.6 | 1,161.5 | ||||||
|
Onshore Crude Oil Pipelines & Services:
|
||||||||
|
Sales of crude oil
|
3,348.2 | 2,367.3 | ||||||
|
Midstream services
|
22.4 | 19.3 | ||||||
|
Total
|
3,370.6 | 2,386.6 | ||||||
|
Offshore Pipelines & Services:
|
||||||||
|
Sales of natural gas
|
0.3 | 0.4 | ||||||
|
Sales of crude oil
|
3.3 | 2.1 | ||||||
|
Midstream services
|
60.8 | 86.1 | ||||||
|
Total
|
64.4 | 88.6 | ||||||
|
Petrochemical & Refined Products Services:
|
||||||||
|
Sales of other petroleum and related products
|
1,382.8 | 932.6 | ||||||
|
Midstream services
|
192.5 | 128.9 | ||||||
|
Total
|
1,575.3 | 1,061.5 | ||||||
|
Total consolidated revenues
|
$ | 10,183.7 | $ | 8,544.5 | ||||
|
Consolidated costs and expenses
|
||||||||
|
Operating costs and expenses:
|
||||||||
|
Cost of sales related to our marketing activities
|
$ | 7,930.1 | $ | 6,649.2 | ||||
|
Depreciation, amortization and accretion
|
230.8 | 212.4 | ||||||
|
Gains from asset sales and related transactions
|
(18.4 | ) | (7.3 | ) | ||||
|
Non-cash asset impairment charges
|
-- | 1.5 | ||||||
|
Other operating costs and expenses
|
1,394.6 | 1,116.1 | ||||||
|
General and administrative costs
|
37.9 | 40.3 | ||||||
|
Total consolidated costs and expenses
|
$ | 9,575.0 | $ | 8,012.2 | ||||
|
For the Three Months
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Revenues – related parties:
|
||||||||
|
Energy Transfer Equity and subsidiaries
|
$ | 210.2 | $ | 186.6 | ||||
|
Other unconsolidated affiliates
|
39.9 | 45.8 | ||||||
|
Total revenue – related parties
|
$ | 250.1 | $ | 232.4 | ||||
|
Costs and expenses – related parties:
|
||||||||
|
EPCO and affiliates
|
$ | 173.0 | $ | 158.9 | ||||
|
Energy Transfer Equity and subsidiaries
|
267.4 | 176.9 | ||||||
|
Other unconsolidated affiliates
|
10.2 | 12.2 | ||||||
|
Total costs and expenses – related parties
|
$ | 450.6 | $ | 348.0 | ||||
|
March 31,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
Accounts receivable - related parties:
|
||||||||
|
EPCO and affiliates
|
$ | 0.1 | $ | -- | ||||
|
Energy Transfer Equity and subsidiaries
|
15.1 | 21.4 | ||||||
|
Other unconsolidated affiliates
|
15.8 | 15.4 | ||||||
|
Total accounts receivable – related parties
|
$ | 31.0 | $ | 36.8 | ||||
|
Accounts payable - related parties:
|
||||||||
|
EPCO and affiliates
|
$ | 62.3 | $ | 88.0 | ||||
|
Energy Transfer Equity and subsidiaries
|
67.2 | 36.7 | ||||||
|
Other unconsolidated affiliates
|
9.5 | 8.4 | ||||||
|
Total accounts payable – related parties
|
$ | 139.0 | $ | 133.1 | ||||
|
§
|
EPCO and its privately held affiliates; and
|
|
§
|
Enterprise GP, our sole general partner.
|
|
Number of Units
|
Percentage of
Outstanding Units
|
|
338,282,914 (1)
|
39.8%
|
|
(1)
Includes 4,520,431 Class B units.
|
|
|
For the Three Months
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Enterprise
|
$ | 172.1 | $ | 82.9 | ||||
|
Holdings
|
-- | 57.3 | ||||||
|
Total distributions
|
$ | 172.1 | $ | 140.2 | ||||
|
§
|
EPCO will provide selling, general and administrative services and management and operating services as may be necessary to manage and operate our businesses, properties and assets (all in accordance with prudent industry practices). EPCO will employ or otherwise retain the services of such personnel.
|
|
§
|
We are required to reimburse EPCO for its services in an amount equal to the sum of all costs and expenses incurred by EPCO which are directly or indirectly related to our business or activities (including expenses reasonably allocated to us by EPCO). In addition, we have agreed to pay all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the services provided to us by EPCO.
|
|
§
|
EPCO will allow us to participate as a named insured in its overall insurance program, with the associated premiums and other costs being allocated to us. See Note 15 for additional information regarding our insurance programs.
|
|
For the Three Months
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Operating costs and expenses
|
$ | 147.4 | $ | 134.4 | ||||
|
General and administrative expenses
|
25.6 | 24.5 | ||||||
|
Total costs and expenses
|
$ | 173.0 | $ | 158.9 | ||||
|
§
|
We sell natural gas to Evangeline, which, in turn, uses the natural gas to satisfy supply commitments it has with a major Louisiana utility. Revenues from Evangeline were $30.7 million and $37.8 million for the three months ended March 31, 2011 and 2010, respectively.
|
|
§
|
We pay Promix for the transportation, storage and fractionation of NGLs. In addition, we sell natural gas to Promix for its plant fuel requirements. Revenues from Promix were $3.2 million and $3.1 million for the three months ended March 31, 2011 and 2010, respectively. Expenses with Promix were $9.0 million and $8.6 million for the three months ended March 31, 2011 and 2010, respectively.
|
|
§
|
We paid $0.2 million and $2.6 million to Centennial for the three months ended March 31, 2011 and 2010 for other pipeline transportation services, respectively.
|
|
§
|
For the three months ended March 31, 2011 and 2010, we paid Seaway $0.7 million and $1.1 million, respectively, for transportation and tank rentals in connection with our crude oil marketing activities.
|
|
§
|
For the three months ended March 31, 2011 and 2010, we paid White River Hub $1.7 million and $1.4 million, respectively, primarily for firm capacity reservation fees.
|
|
§
|
We perform management services for certain of our unconsolidated affiliates. We charged such affiliates $3.2 million and $2.9 million for the three months ended March 31, 2011 and 2010, respectively.
|
|
§
|
We have a long-term sales contract with a subsidiary of Energy Transfer Equity. In addition, we and another subsidiary of ETP transport natural gas on each other’s systems and share operating expenses on certain pipelines. A subsidiary of ETP also sells natural gas to us. See previous table for related party revenue and expense amounts recorded by us in connection with Energy Transfer Equity.
|
|
For Three Months
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
BASIC EARNINGS PER UNIT
|
||||||||
|
Numerator:
|
||||||||
|
Net income attributable to partners
|
$ | 420.7 | $ | 69.9 | ||||
|
General partner interest in net income
|
-- | * | ||||||
|
Net income available to limited partners
|
$ | 420.7 | $ | 69.9 | ||||
|
Denominator:
|
||||||||
|
Common units
|
809.9 | 208.8 | ||||||
|
Time-vested restricted common units
|
4.0 | -- | ||||||
|
Total
|
813.9 | 208.8 | ||||||
|
Basic earnings per unit:
|
||||||||
|
Net income attributable to partners
|
$ | 0.52 | $ | 0.33 | ||||
|
General partner interest in net income
|
-- | * | ||||||
|
Net income available to limited partners
|
$ | 0.52 | $ | 0.33 | ||||
|
DILUTED EARNINGS PER UNIT
|
||||||||
|
Numerator:
|
||||||||
|
Net income attributable to partners
|
$ | 420.7 | $ | 69.9 | ||||
|
General partner interest in net income
|
-- | * | ||||||
|
Net income available to limited partners
|
$ | 420.7 | $ | 69.9 | ||||
|
Denominator:
|
||||||||
|
Common units
|
809.9 | 208.8 | ||||||
|
Time-vested restricted common units
|
4.0 | -- | ||||||
|
Class B units
|
4.5 | -- | ||||||
|
Designated Units
|
30.6 | -- | ||||||
|
Incremental option units
|
1.3 | -- | ||||||
|
Total
|
850.3 | 208.8 | ||||||
|
Diluted earnings per unit:
|
||||||||
|
Net income attributable to partners
|
$ | 0.49 | $ | 0.33 | ||||
|
General partner interest in net income
|
-- | * | ||||||
|
Net income available to limited partners
|
$ | 0.49 | $ | 0.33 | ||||
|
* Amount is negligible.
|
||||||||
|
Business interruption proceeds:
|
||||
|
Claims related to Hurricanes Gustav and Ike in 2008
|
$ | 1.1 | ||
|
Total proceeds
|
1.1 | |||
|
Property damage proceeds:
|
||||
|
Claims related to Hurricanes Katrina and Rita in 2005
|
26.8 | |||
|
Claims related to Hurricanes Gustav and Ike in 2008
|
1.9 | |||
|
Other claims
|
0.3 | |||
|
Total proceeds
|
29.0 | |||
|
Total
|
$ | 30.1 | ||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Decrease (increase) in:
|
||||||||
|
Accounts receivable – trade
|
$ | (81.2 | ) | $ | 43.4 | |||
|
Accounts receivable – related party
|
(8.1 | ) | 11.8 | |||||
|
Inventories
|
357.2 | (279.1 | ) | |||||
|
Prepaid and other current assets
|
25.8 | (55.3 | ) | |||||
|
Other assets
|
(11.8 | ) | 0.6 | |||||
|
Increase (decrease) in:
|
||||||||
|
Accounts payable – trade
|
28.0 | 118.6 | ||||||
|
Accounts payable – related party
|
5.7 | (22.6 | ) | |||||
|
Accrued product payables
|
(114.8 | ) | 302.5 | |||||
|
Accrued interest
|
(71.6 | ) | (54.3 | ) | ||||
|
Other current liabilities
|
(9.3 | ) | 11.1 | |||||
|
Other liabilities
|
0.1 | (3.3 | ) | |||||
|
Net effect of changes in operating accounts
|
$ | 120.0 | $ | 73.4 | ||||
|
EPO and Subsidiaries
|
||||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other Subsidiaries
(Non-
guarantor)
|
EPO and Subsidiaries Eliminations
and
Adjustments
|
Consolidated
EPO and Subsidiaries
|
Enterprise Products Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated Total
|
||||||||||||||||||||||
|
ASSETS
|
||||||||||||||||||||||||||||
|
Current assets:
|
||||||||||||||||||||||||||||
|
Cash and cash equivalents and restricted cash
|
$ | 290.0 | $ | 62.4 | $ | (10.4 | ) | $ | 342.0 | $ | -- | $ | -- | $ | 342.0 | |||||||||||||
|
Accounts receivable – trade, net
|
1,510.1 | 2,400.0 | (28.8 | ) | 3,881.3 | -- | -- | 3,881.3 | ||||||||||||||||||||
|
Accounts receivable – related parties
|
(1,164.5 | ) | 1,139.3 | 64.8 | 39.6 | (8.6 | ) | -- | 31.0 | |||||||||||||||||||
|
Prepaid and other current assets
|
791.7 | 410.7 | (10.3 | ) | 1,192.1 | 0.4 | -- | 1,192.5 | ||||||||||||||||||||
|
Total current assets
|
1,427.3 | 4,012.4 | 15.3 | 5,455.0 | (8.2 | ) | -- | 5,446.8 | ||||||||||||||||||||
|
Property, plant and equipment, net
|
1,465.7 | 18,437.1 | (9.9 | ) | 19,892.9 | -- | -- | 19,892.9 | ||||||||||||||||||||
|
Investments in unconsolidated affiliates
|
23,077.6 | 6,349.9 | (27,157.6 | ) | 2,269.9 | 11,657.9 | (11,657.9 | ) | 2,269.9 | |||||||||||||||||||
|
Intangible assets, net
|
152.2 | 1,656.1 | (14.3 | ) | 1,794.0 | -- | -- | 1,794.0 | ||||||||||||||||||||
|
Goodwill
|
469.1 | 1,638.6 | -- | 2,107.7 | -- | -- | 2,107.7 | |||||||||||||||||||||
|
Other assets
|
303.4 | 141.5 | (135.0 | ) | 309.9 | -- | -- | 309.9 | ||||||||||||||||||||
|
Total assets
|
$ | 26,895.3 | $ | 32,235.6 | $ | (27,301.5 | ) | $ | 31,829.4 | $ | 11,649.7 | $ | (11,657.9 | ) | $ | 31,821.2 | ||||||||||||
|
LIABILITIES AND EQUITY
|
||||||||||||||||||||||||||||
|
Current liabilities:
|
||||||||||||||||||||||||||||
|
Current maturities of debt
|
$ | 490.5 | $ | 291.8 | $ | -- | $ | 782.3 | $ | -- | $ | -- | $ | 782.3 | ||||||||||||||
|
Accounts payable – trade
|
209.4 | 408.6 | (10.4 | ) | 607.6 | -- | -- | 607.6 | ||||||||||||||||||||
|
Accounts payable – related parties
|
-- | 200.9 | (61.9 | ) | 139.0 | -- | -- | 139.0 | ||||||||||||||||||||
|
Accrued product payables
|
1,676.5 | 2,434.0 | (31.8 | ) | 4,078.7 | -- | -- | 4,078.7 | ||||||||||||||||||||
|
Accrued interest
|
179.6 | 1.8 | (0.1 | ) | 181.3 | -- | -- | 181.3 | ||||||||||||||||||||
|
Other current liabilities
|
254.6 | 420.2 | (5.7 | ) | 669.1 | -- | 0.1 | 669.2 | ||||||||||||||||||||
|
Total current liabilities
|
2,810.6 | 3,757.3 | (109.9 | ) | 6,458.0 | -- | 0.1 | 6,458.1 | ||||||||||||||||||||
|
Long-term debt
|
12,556.1 | 726.4 | (8.9 | ) | 13,273.6 | -- | -- | 13,273.6 | ||||||||||||||||||||
|
Other long-term liabilities
|
34.6 | 256.2 | (0.4 | ) | 290.4 | -- | (0.9 | ) | 289.5 | |||||||||||||||||||
|
Commitments and contingencies
|
||||||||||||||||||||||||||||
|
Equity:
|
||||||||||||||||||||||||||||
|
Partners’ and other owners’ equity
|
11,494.0 | 26,611.4 | (26,834.8 | ) | 11,270.6 | 11,649.7 | (11,643.4 | ) | 11,276.9 | |||||||||||||||||||
|
Noncontrolling interest
|
-- | 884.3 | (347.5 | ) | 536.8 | -- | (13.7 | ) | 523.1 | |||||||||||||||||||
|
Total equity
|
11,494.0 | 27,495.7 | (27,182.3 | ) | 11,807.4 | 11,649.7 | (11,657.1 | ) | 11,800.0 | |||||||||||||||||||
|
Total liabilities and equity
|
$ | 26,895.3 | $ | 32,235.6 | $ | (27,301.5 | ) | $ | 31,829.4 | $ | 11,649.7 | $ | (11,657.9 | ) | $ | 31,821.2 | ||||||||||||
|
EPO and Subsidiaries
|
||||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other Subsidiaries (Non-
guarantor)
|
EPO and Subsidiaries Eliminations
and
Adjustments
|
Consolidated
EPO and Subsidiaries
|
Enterprise Products Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated Total
|
||||||||||||||||||||||
|
ASSETS
|
||||||||||||||||||||||||||||
|
Current assets:
|
||||||||||||||||||||||||||||
|
Cash and cash equivalents and restricted cash
|
$ | 97.1 | $ | 70.0 | $ | (2.9 | ) | $ | 164.2 | $ | -- | $ | -- | $ | 164.2 | |||||||||||||
|
Accounts receivable – trade, net
|
1,684.1 | 2,127.9 | (11.9 | ) | 3,800.1 | -- | -- | 3,800.1 | ||||||||||||||||||||
|
Accounts receivable – related parties
|
(952.7 | ) | 927.6 | 63.2 | 38.1 | (1.3 | ) | -- | 36.8 | |||||||||||||||||||
|
Prepaid and other current assets
|
1,030.7 | 486.2 | (10.9 | ) | 1,506.0 | -- | -- | 1,506.0 | ||||||||||||||||||||
|
Total current assets
|
1,859.2 | 3,611.7 | 37.5 | 5,508.4 | (1.3 | ) | -- | 5,507.1 | ||||||||||||||||||||
|
Property, plant and equipment, net
|
1,461.0 | 17,881.9 | (10.0 | ) | 19,332.9 | -- | -- | 19,332.9 | ||||||||||||||||||||
|
Investments in unconsolidated affiliates
|
22,640.3 | 6,254.0 | (26,601.2 | ) | 2,293.1 | 11,375.5 | (11,375.5 | ) | 2,293.1 | |||||||||||||||||||
|
Intangible assets, net
|
155.5 | 1,700.8 | (14.6 | ) | 1,841.7 | -- | -- | 1,841.7 | ||||||||||||||||||||
|
Goodwill
|
469.1 | 1,638.6 | -- | 2,107.7 | -- | -- | 2,107.7 | |||||||||||||||||||||
|
Other assets
|
296.4 | 126.7 | (144.8 | ) | 278.3 | -- | -- | 278.3 | ||||||||||||||||||||
|
Total assets
|
$ | 26,881.5 | $ | 31,213.7 | $ | (26,733.1 | ) | $ | 31,362.1 | $ | 11,374.2 | $ | (11,375.5 | ) | $ | 31,360.8 | ||||||||||||
|
LIABILITIES AND EQUITY
|
||||||||||||||||||||||||||||
|
Current liabilities:
|
||||||||||||||||||||||||||||
|
Current maturities of debt
|
$ | -- | $ | 282.3 | $ | -- | $ | 282.3 | $ | -- | $ | -- | $ | 282.3 | ||||||||||||||
|
Accounts payable – trade
|
138.1 | 406.8 | (2.9 | ) | 542.0 | -- | -- | 542.0 | ||||||||||||||||||||
|
Accounts payable – related parties
|
-- | 204.3 | (71.2 | ) | 133.1 | -- | -- | 133.1 | ||||||||||||||||||||
|
Accrued product payables
|
2,057.2 | 2,124.8 | (17.2 | ) | 4,164.8 | -- | -- | 4,164.8 | ||||||||||||||||||||
|
Accrued interest
|
251.3 | 1.8 | (0.2 | ) | 252.9 | -- | -- | 252.9 | ||||||||||||||||||||
|
Other current liabilities
|
217.2 | 294.7 | (6.9 | ) | 505.0 | -- | 0.1 | 505.1 | ||||||||||||||||||||
|
Total current liabilities
|
2,663.8 | 3,314.7 | (98.4 | ) | 5,880.1 | -- | 0.1 | 5,880.2 | ||||||||||||||||||||
|
Long-term debt
|
12,663.7 | 626.4 | (8.9 | ) | 13,281.2 | -- | -- | 13,281.2 | ||||||||||||||||||||
|
Other long-term liabilities
|
48.0 | 251.5 | (0.1 | ) | 299.4 | -- | (0.8 | ) | 298.6 | |||||||||||||||||||
|
Commitments and contingencies
|
||||||||||||||||||||||||||||
|
Equity:
|
||||||||||||||||||||||||||||
|
Partners’ and other owners’ equity
|
11,506.0 | 23,176.8 | (23,321.2 | ) | 11,361.6 | 11,374.2 | (11,361.6 | ) | 11,374.2 | |||||||||||||||||||
|
Noncontrolling interest
|
-- | 3,844.3 | (3,304.5 | ) | 539.8 | -- | (13.2 | ) | 526.6 | |||||||||||||||||||
|
Total equity
|
11,506.0 | 27,021.1 | (26,625.7 | ) | 11,901.4 | 11,374.2 | (11,374.8 | ) | 11,900.8 | |||||||||||||||||||
|
Total liabilities and equity
|
$ | 26,881.5 | $ | 31,213.7 | $ | (26,733.1 | ) | $ | 31,362.1 | $ | 11,374.2 | $ | (11,375.5 | ) | $ | 31,360.8 | ||||||||||||
|
EPO and Subsidiaries
|
||||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other Subsidiaries (Non-
guarantor)
|
EPO and Subsidiaries Eliminations
and
Adjustments
|
Consolidated
EPO and Subsidiaries
|
Enterprise Products Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated Total
|
||||||||||||||||||||||
|
Revenues
|
$ | 8,324.8 | $ | 6,078.7 | $ | (4,219.8 | ) | $ | 10,183.7 | $ | -- | $ | -- | $ | 10,183.7 | |||||||||||||
|
Costs and expenses:
|
||||||||||||||||||||||||||||
|
Operating costs and expenses
|
8,178.2 | 5,578.6 | (4,219.7 | ) | 9,537.1 | -- | -- | 9,537.1 | ||||||||||||||||||||
|
General and administrative costs
|
0.9 | 33.7 | -- | 34.6 | 3.3 | -- | 37.9 | |||||||||||||||||||||
|
Total costs and expenses
|
8,179.1 | 5,612.3 | (4,219.7 | ) | 9,571.7 | 3.3 | -- | 9,575.0 | ||||||||||||||||||||
|
Equity in income of unconsolidated affiliates
|
458.0 | 31.8 | (473.6 | ) | 16.2 | 424.0 | (424.0 | ) | 16.2 | |||||||||||||||||||
|
Operating income
|
603.7 | 498.2 | (473.7 | ) | 628.2 | 420.7 | (424.0 | ) | 624.9 | |||||||||||||||||||
|
Other income (expense):
|
||||||||||||||||||||||||||||
|
Interest expense
|
(179.0 | ) | (6.7 | ) | 1.9 | (183.8 | ) | -- | -- | (183.8 | ) | |||||||||||||||||
|
Other, net
|
2.0 | 0.4 | (1.9 | ) | 0.5 | -- | -- | 0.5 | ||||||||||||||||||||
|
Total other expense, net
|
(177.0 | ) | (6.3 | ) | -- | (183.3 | ) | -- | -- | (183.3 | ) | |||||||||||||||||
|
Income before provision for income taxes
|
426.7 | 491.9 | (473.7 | ) | 444.9 | 420.7 | (424.0 | ) | 441.6 | |||||||||||||||||||
|
Provision for income taxes
|
(2.8 | ) | (4.3 | ) | -- | (7.1 | ) | -- | -- | (7.1 | ) | |||||||||||||||||
|
Net income
|
423.9 | 487.6 | (473.7 | ) | 437.8 | 420.7 | (424.0 | ) | 434.5 | |||||||||||||||||||
|
Net loss (income) attributable to noncontrolling
interest
|
-- | (3.4 | ) | (10.7 | ) | (14.1 | ) | -- | 0.3 | (13.8 | ) | |||||||||||||||||
|
Net income attributable to entity
|
$ | 423.9 | $ | 484.2 | $ | (484.4 | ) | $ | 423.7 | $ | 420.7 | $ | (423.7 | ) | $ | 420.7 | ||||||||||||
|
EPO and Subsidiaries
|
||||||||||||||||||||||||||||||||
|
Subsidiary Issuer
(EPO)
|
Other Subsidiaries (Non-guarantor)
|
EPO and Subsidiaries Eliminations and Adjustments
|
Consolidated EPO and Subsidiaries
|
Enterprise Products Partners
L.P. (Guarantor)
|
Holdings
and
EPGP
|
Eliminations and Adjustments
|
Consolidated Total
|
|||||||||||||||||||||||||
|
Revenues
|
$ | 6,957.4 | $ | 4,613.0 | $ | (3,025.9 | ) | $ | 8,544.5 | $ | -- | $ | -- | $ | -- | $ | 8,544.5 | |||||||||||||||
|
Costs and expenses:
|
||||||||||||||||||||||||||||||||
|
Operating costs and expenses
|
6,846.1 | 4,152.3 | (3,026.5 | ) | 7,971.9 | -- | -- | -- | 7,971.9 | |||||||||||||||||||||||
|
General and administrative costs
|
-- | 35.6 | -- | 35.6 | 2.0 | 2.7 | -- | 40.3 | ||||||||||||||||||||||||
|
Total costs and expenses
|
6,846.1 | 4,187.9 | (3,026.5 | ) | 8,007.5 | 2.0 | 2.7 | -- | 8,012.2 | |||||||||||||||||||||||
|
Equity in income of unconsolidated affiliates
|
413.7 | 53.5 | (451.2 | ) | 16.0 | 379.8 | 142.0 | (511.2 | ) | 26.6 | ||||||||||||||||||||||
|
Operating income
|
525.0 | 478.6 | (450.6 | ) | 553.0 | 377.8 | 139.3 | (511.2 | ) | 558.9 | ||||||||||||||||||||||
|
Other income (expense):
|
||||||||||||||||||||||||||||||||
|
Interest expense
|
(143.8 | ) | (7.4 | ) | 2.6 | (148.6 | ) | -- | (9.3 | ) | -- | (157.9 | ) | |||||||||||||||||||
|
Other, net
|
2.8 | (0.1 | ) | (2.6 | ) | 0.1 | -- | -- | -- | 0.1 | ||||||||||||||||||||||
|
Total other expense, net
|
(141.0 | ) | (7.5 | ) | -- | (148.5 | ) | -- | (9.3 | ) | -- | (157.8 | ) | |||||||||||||||||||
|
Income before provision for income taxes
|
384.0 | 471.1 | (450.6 | ) | 404.5 | 377.8 | 130.0 | (511.2 | ) | 401.1 | ||||||||||||||||||||||
|
Provision for income taxes
|
(4.9 | ) | (3.8 | ) | -- | (8.7 | ) | -- | -- | -- | (8.7 | ) | ||||||||||||||||||||
|
Net income
|
379.1 | 467.3 | (450.6 | ) | 395.8 | 377.8 | 130.0 | (511.2 | ) | 392.4 | ||||||||||||||||||||||
|
Net loss (income) attributable to noncontrolling
interest
|
-- | 0.2 | (16.3 | ) | (16.1 | ) | -- | -- | (306.4 | ) | (322.5 | ) | ||||||||||||||||||||
|
Net income attributable to entity
|
$ | 379.1 | $ | 467.5 | $ | (466.9 | ) | $ | 379.7 | $ | 377.8 | $ | 130.0 | $ | (817.6 | ) | $ | 69.9 | ||||||||||||||
|
EPO and Subsidiaries
|
||||||||||||||||||||||||||||
|
Subsidiary
Issuer
(EPO)
|
Other Subsidiaries (Non-
guarantor)
|
EPO and Subsidiaries Eliminations
and
Adjustments
|
Consolidated
EPO and Subsidiaries
|
Enterprise Products Partners
L.P.
(Guarantor)
|
Eliminations
and
Adjustments
|
Consolidated Total
|
||||||||||||||||||||||
|
Operating activities:
|
||||||||||||||||||||||||||||
|
Net income
|
$ | 423.9 | $ | 487.6 | $ | (473.7 | ) | $ | 437.8 | $ | 420.7 | $ | (424.0 | ) | $ | 434.5 | ||||||||||||
|
Adjustments to reconcile net income to cash provided by operating activities:
|
||||||||||||||||||||||||||||
|
Depreciation, amortization and accretion
|
27.8 | 213.6 | (0.3 | ) | 241.1 | -- | -- | 241.1 | ||||||||||||||||||||
|
Equity in income of unconsolidated affiliates
|
(458.0 | ) | (31.8 | ) | 473.6 | (16.2 | ) | (424.0 | ) | 424.0 | (16.2 | ) | ||||||||||||||||
|
Distributions received from unconsolidated affiliates
|
65.5 | 56.1 | (79.1 | ) | 42.5 | 481.7 | (481.7 | ) | 42.5 | |||||||||||||||||||
|
Net effect of changes in operating accounts and other operating activities
|
455.1 | (275.3 | ) | (85.3 | ) | 94.5 | 6.3 | -- | 100.8 | |||||||||||||||||||
|
Cash provided by operating activities
|
514.3 | 450.2 | (164.8 | ) | 799.7 | 484.7 | (481.7 | ) | 802.7 | |||||||||||||||||||
|
Investing activities:
|
||||||||||||||||||||||||||||
|
Capital expenditures, net of contributions in aid of construction costs
|
(24.9 | ) | (685.4 | ) | -- | (710.3 | ) | -- | -- | (710.3 | ) | |||||||||||||||||
|
Other investing activities
|
(309.5 | ) | 79.0 | 214.4 | (16.1 | ) | (22.1 | ) | 22.1 | (16.1 | ) | |||||||||||||||||
|
Cash used in investing activities
|
(334.4 | ) | (606.4 | ) | 214.4 | (726.4 | ) | (22.1 | ) | 22.1 | (726.4 | ) | ||||||||||||||||
|
Financing activities:
|
||||||||||||||||||||||||||||
|
Borrowings under debt agreements
|
2,662.1 | 159.5 | -- | 2,821.6 | -- | -- | 2,821.6 | |||||||||||||||||||||
|
Repayments of debt
|
(2,266.0 | ) | (50.0 | ) | -- | (2,316.0 | ) | -- | -- | (2,316.0 | ) | |||||||||||||||||
|
Cash distributions paid to partners
|
(481.7 | ) | (132.8 | ) | 132.8 | (481.7 | ) | (479.7 | ) | 481.7 | (479.7 | ) | ||||||||||||||||
|
Cash distributions paid to noncontrolling interest
|
-- | (41.7 | ) | 24.5 | (17.2 | ) | -- | -- | (17.2 | ) | ||||||||||||||||||
|
Cash contributions from noncontrolling interest
|
-- | 214.3 | (213.0 | ) | 1.3 | -- | -- | 1.3 | ||||||||||||||||||||
|
Net cash proceeds from issuance of common units
|
-- | -- | -- | -- | 21.0 | -- | 21.0 | |||||||||||||||||||||
|
Cash contributions from members
|
22.1 | 1.4 | (1.4 | ) | 22.1 | -- | (22.1 | ) | -- | |||||||||||||||||||
|
Other financing activities
|
(18.5 | ) | -- | -- | (18.5 | ) | (3.9 | ) | -- | (22.4 | ) | |||||||||||||||||
|
Cash provided by (used in) financing activities
|
(82.0 | ) | 150.7 | (57.1 | ) | 11.6 | (462.6 | ) | 459.6 | 8.6 | ||||||||||||||||||
|
Net change in cash and cash equivalents
|
97.9 | (5.5 | ) | (7.5 | ) | 84.9 | -- | -- | 84.9 | |||||||||||||||||||
|
Cash and cash equivalents, January 1
|
0.5 | 67.9 | (2.9 | ) | 65.5 | -- | -- | 65.5 | ||||||||||||||||||||
|
Cash and cash equivalents, March 31
|
$ | 98.4 | $ | 62.4 | $ | (10.4 | ) | $ | 150.4 | $ | -- | $ | -- | $ | 150.4 | |||||||||||||
|
EPO and Subsidiaries
|
||||||||||||||||||||||||||||||||
|
Subsidiary Issuer
(EPO)
|
Other Subsidiaries (Non-guarantor)
|
EPO and Subsidiaries Eliminations and Adjustments
|
Consolidated EPO and Subsidiaries
|
Enterprise Products Partners
L.P. (Guarantor)
|
Holdings
and
EPGP
|
Eliminations and Adjustments
|
Consolidated Total
|
|||||||||||||||||||||||||
|
Operating activities:
|
||||||||||||||||||||||||||||||||
|
Net income
|
$ | 379.1 | $ | 467.3 | $ | (450.6 | ) | $ | 395.8 | $ | 377.8 | $ | 130.0 | $ | (511.2 | ) | $ | 392.4 | ||||||||||||||
|
Adjustments to reconcile net income to cash provided by operating activities:
|
||||||||||||||||||||||||||||||||
|
Depreciation, amortization and accretion
|
21.5 | 196.4 | (0.3 | ) | 217.6 | -- | 1.0 | -- | 218.6 | |||||||||||||||||||||||
|
Equity in income of unconsolidated affiliates
|
(413.7 | ) | (53.5 | ) | 451.2 | (16.0 | ) | (379.8 | ) | (142.0 | ) | 511.2 | (26.6 | ) | ||||||||||||||||||
|
Distributions received from unconsolidated affiliates
|
47.7 | 44.4 | (61.9 | ) | 30.2 | 406.8 | 154.9 | (540.5 | ) | 51.4 | ||||||||||||||||||||||
|
Net effect of changes in operating accounts and other operating activities
|
427.2 | (429.6 | ) | 61.7 | 59.3 | 2.1 | (0.7 | ) | (0.1 | ) | 60.6 | |||||||||||||||||||||
|
Cash provided by operating activities
|
461.8 | 225.0 | 0.1 | 686.9 | 406.9 | 143.2 | (540.6 | ) | 696.4 | |||||||||||||||||||||||
|
Investing activities:
|
||||||||||||||||||||||||||||||||
|
Capital expenditures, net of contributions in aid of construction costs
|
(18.0 | ) | (326.2 | ) | -- | (344.2 | ) | -- | -- | -- | (344.2 | ) | ||||||||||||||||||||
|
Cash used for business combinations
|
(2.2 | ) | -- | -- | (2.2 | ) | -- | -- | -- | (2.2 | ) | |||||||||||||||||||||
|
Other investing activities
|
(166.4 | ) | 57.8 | 84.5 | (24.1 | ) | (437.1 | ) | (29.3 | ) | 466.4 | (24.1 | ) | |||||||||||||||||||
|
Cash used in investing activities
|
(186.6 | ) | (268.4 | ) | 84.5 | (370.5 | ) | (437.1 | ) | (29.3 | ) | 466.4 | (370.5 | ) | ||||||||||||||||||
|
Financing activities:
|
||||||||||||||||||||||||||||||||
|
Borrowings under debt agreements
|
330.4 | 15.1 | -- | 345.5 | -- | 32.6 | -- | 378.1 | ||||||||||||||||||||||||
|
Repayments of debt
|
(579.9 | ) | (15.1 | ) | -- | (595.0 | ) | -- | (20.8 | ) | -- | (615.8 | ) | |||||||||||||||||||
|
Cash distributions paid to partners
|
(406.8 | ) | (49.1 | ) | 49.1 | (406.8 | ) | (407.3 | ) | (134.7 | ) | 875.0 | (73.8 | ) | ||||||||||||||||||
|
Cash distributions paid to noncontrolling interest
|
-- | (32.8 | ) | 15.3 | (17.5 | ) | -- | -- | (334.4 | ) | (351.9 | ) | ||||||||||||||||||||
|
Cash contributions from noncontrolling interest
|
-- | 78.8 | (78.6 | ) | 0.2 | -- | -- | 417.1 | 417.3 | |||||||||||||||||||||||
|
Net cash proceeds from issuance of common units
|
-- | -- | -- | -- | 437.7 | -- | (437.7 | ) | -- | |||||||||||||||||||||||
|
Cash contributions from members
|
437.1 | 68.6 | (68.6 | ) | 437.1 | -- | 8.7 | (445.8 | ) | -- | ||||||||||||||||||||||
|
Other financing activities
|
(0.1 | ) | -- | -- | (0.1 | ) | (0.2 | ) | -- | -- | (0.3 | ) | ||||||||||||||||||||
|
Cash provided by (used in) financing activities
|
(219.3 | ) | 65.5 | (82.8 | ) | (236.6 | ) | 30.2 | (114.2 | ) | 74.2 | (246.4 | ) | |||||||||||||||||||
|
Effect of exchange rate changes on cash
|
-- | 0.4 | -- | 0.4 | -- | -- | -- | 0.4 | ||||||||||||||||||||||||
|
Net change in cash and cash equivalents
|
55.9 | 22.1 | 1.8 | 79.8 | -- | (0.3 | ) | -- | 79.5 | |||||||||||||||||||||||
|
Cash and cash equivalents, January 1
|
14.4 | 46.3 | (6.2 | ) | 54.5 | -- | 0.7 | 0.1 | 55.3 | |||||||||||||||||||||||
|
Cash and cash equivalents, March 31
|
$ | 70.3 | $ | 68.8 | $ | (4.4 | ) | $ | 134.7 | $ | -- | $ | 0.4 | $ | 0.1 | $ | 135.2 | |||||||||||||||
|
/d
|
= per day
|
|
|
BBtus
|
= billion British thermal units
|
|
|
Bcf
|
= billion cubic feet
|
|
|
MBPD
|
= thousand barrels per day
|
|
|
MMBbls
|
= million barrels
|
|
|
MMBtus
|
= million British thermal units
|
|
|
MMcf
|
= million cubic feet
|
|
|
TBtus
|
= trillion British thermal units
|
|
Polymer
|
Refinery
|
|||||||||||||||||||||||||||||||||||
|
Natural
|
Normal
|
Natural
|
Grade
|
Grade
|
||||||||||||||||||||||||||||||||
|
Gas,
|
Ethane,
|
Propane,
|
Butane,
|
Isobutane,
|
Gasoline,
|
Propylene,
|
Propylene,
|
Crude Oil,
|
||||||||||||||||||||||||||||
|
$/MMBtu
|
$/gallon
|
$/gallon
|
$/gallon
|
$/gallon
|
$/gallon
|
$/pound
|
$/pound
|
$/barrel
|
||||||||||||||||||||||||||||
| (1) | (2) | (2) | (2) | (2) | (2) | (3) | (3) | (4) | ||||||||||||||||||||||||||||
|
2010
|
||||||||||||||||||||||||||||||||||||
|
1st Quarter
|
$ | 5.30 | $ | 0.73 | $ | 1.24 | $ | 1.52 | $ | 1.64 | $ | 1.82 | $ | 0.63 | $ | 0.54 | $ | 78.72 | ||||||||||||||||||
|
2nd Quarter
|
$ | 4.09 | $ | 0.55 | $ | 1.08 | $ | 1.47 | $ | 1.58 | $ | 1.81 | $ | 0.65 | $ | 0.44 | $ | 78.03 | ||||||||||||||||||
|
3rd Quarter
|
$ | 4.38 | $ | 0.48 | $ | 1.07 | $ | 1.38 | $ | 1.43 | $ | 1.71 | $ | 0.58 | $ | 0.44 | $ | 76.20 | ||||||||||||||||||
|
4th Quarter
|
$ | 3.80 | $ | 0.64 | $ | 1.26 | $ | 1.62 | $ | 1.68 | $ | 2.00 | $ | 0.59 | $ | 0.49 | $ | 85.17 | ||||||||||||||||||
|
2010 Averages
|
$ | 4.39 | $ | 0.60 | $ | 1.16 | $ | 1.50 | $ | 1.58 | $ | 1.84 | $ | 0.61 | $ | 0.48 | $ | 79.53 | ||||||||||||||||||
|
2011
|
||||||||||||||||||||||||||||||||||||
|
1st Quarter
|
$ | 4.11 | $ | 0.66 | $ | 1.37 | $ | 1.75 | $ | 1.85 | $ | 2.27 | $ | 0.76 | $ | 0.68 | $ | 94.10 | ||||||||||||||||||
|
(1)
Natural gas prices are based on Henry-Hub I-FERC commercial index prices.
(2)
NGL prices for ethane, propane, normal butane, isobutane and natural gasoline are based on Mont Belvieu Non-TET commercial index prices as reported by Oil Price Information Service.
(3)
Polymer-grade propylene prices represent average contract pricing for such product as reported by Chemical Market Associates, Inc. (“CMAI”). Refinery grade propylene prices represent weighted-average spot prices for such product as reported by CMAI.
(4)
Crude oil prices are based on commercial index prices for West Texas Intermediate as measured on the New York Mercantile Exchange (“NYMEX”).
|
||||||||||||||||||||||||||||||||||||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
NGL Pipelines & Services, net:
|
||||||||
|
NGL transportation volumes (MBPD)
|
2,366 | 2,240 | ||||||
|
NGL fractionation volumes (MBPD)
|
549 | 473 | ||||||
|
Equity NGL production (MBPD)
|
119 | 122 | ||||||
|
Fee-based natural gas processing (MMcf/d)
|
3,698 | 2,679 | ||||||
|
Onshore Natural Gas Pipelines & Services, net:
|
||||||||
|
Natural gas transportation volumes (BBtus/d)
|
11,678 | 10,706 | ||||||
|
Onshore Crude Oil Pipelines & Services, net:
|
||||||||
|
Crude oil transportation volumes (MBPD)
|
666 | 672 | ||||||
|
Offshore Pipelines & Services, net:
|
||||||||
|
Natural gas transportation volumes (BBtus/d)
|
1,155 | 1,406 | ||||||
|
Crude oil transportation volumes (MBPD)
|
299 | 354 | ||||||
|
Platform natural gas processing (MMcf/d)
|
445 | 632 | ||||||
|
Platform crude oil processing (MBPD)
|
16 | 18 | ||||||
|
Petrochemical & Refined Products Services, net:
|
||||||||
|
Butane isomerization volumes (MBPD)
|
88 | 73 | ||||||
|
Propylene fractionation volumes (MBPD)
|
73 | 80 | ||||||
|
Octane enhancement production volumes (MBPD)
|
12 | 11 | ||||||
|
Transportation volumes, primarily refined products
and petrochemicals (MBPD)
|
743 | 804 | ||||||
|
Total, net:
|
||||||||
|
NGL, crude oil, refined products and petrochemical transportation
volumes (MBPD)
|
4,074 | 4,070 | ||||||
|
Natural gas transportation volumes (BBtus/d)
|
12,833 | 12,112 | ||||||
|
Equivalent transportation volumes (MBPD) (1)
|
7,451 | 7,257 | ||||||
|
(1)
Reflects equivalent energy volumes where 3.8 MMBtus of natural gas are equivalent to one barrel of NGLs.
|
||||||||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Revenues
|
$ | 10,183.7 | $ | 8,544.5 | ||||
|
Operating costs and expenses
|
9,537.1 | 7,971.9 | ||||||
|
General and administrative costs
|
37.9 | 40.3 | ||||||
|
Equity in income of unconsolidated affiliates
|
16.2 | 26.6 | ||||||
|
Operating income
|
624.9 | 558.9 | ||||||
|
Interest expense
|
183.8 | 157.9 | ||||||
|
Provision for income taxes
|
7.1 | 8.7 | ||||||
|
Net income
|
434.5 | 392.4 | ||||||
|
Net income attributable to noncontrolling interest
|
13.8 | 322.5 | ||||||
|
Net income attributable to partners
|
420.7 | 69.9 | ||||||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
NGL Pipelines & Services
|
$ | 504.4 | $ | 437.3 | ||||
|
Onshore Natural Gas Pipelines & Services
|
159.2 | 130.3 | ||||||
|
Onshore Crude Oil Pipelines & Services
|
31.8 | 26.7 | ||||||
|
Offshore Pipelines & Services
|
61.3 | 81.1 | ||||||
|
Petrochemical & Refined Products Services
|
112.4 | 120.0 | ||||||
|
Other Investments
|
6.3 | 10.6 | ||||||
|
Total segment gross operating margin
|
$ | 875.4 | $ | 806.0 | ||||
|
For the Three Months
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
NGL Pipelines & Services:
|
||||||||
|
Sales of NGLs
|
$ | 4,057.1 | $ | 3,664.1 | ||||
|
Sales of other petroleum and related products
|
0.6 | 0.5 | ||||||
|
Midstream services
|
199.1 | 181.7 | ||||||
|
Total
|
4,256.8 | 3,846.3 | ||||||
|
Onshore Natural Gas Pipelines & Services:
|
||||||||
|
Sales of natural gas
|
712.7 | 975.2 | ||||||
|
Midstream services
|
203.9 | 186.3 | ||||||
|
Total
|
916.6 | 1,161.5 | ||||||
|
Onshore Crude Oil Pipelines & Services:
|
||||||||
|
Sales of crude oil
|
3,348.2 | 2,367.3 | ||||||
|
Midstream services
|
22.4 | 19.3 | ||||||
|
Total
|
3,370.6 | 2,386.6 | ||||||
|
Offshore Pipelines & Services:
|
||||||||
|
Sales of natural gas
|
0.3 | 0.4 | ||||||
|
Sales of crude oil
|
3.3 | 2.1 | ||||||
|
Midstream services
|
60.8 | 86.1 | ||||||
|
Total
|
64.4 | 88.6 | ||||||
|
Petrochemical & Refined Products Services:
|
||||||||
|
Sales of other petroleum and related products
|
1,382.8 | 932.6 | ||||||
|
Midstream services
|
192.5 | 128.9 | ||||||
|
Total
|
1,575.3 | 1,061.5 | ||||||
|
Total consolidated revenues
|
$ | 10,183.7 | $ | 8,544.5 | ||||
|
Number of
Common Units
Issued
|
Net Cash
Proceeds
|
|||||||
|
February DRIP and EUPP
|
506,908 | $ | 21.0 | |||||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Net cash flows provided by operating activities
|
$ | 802.7 | $ | 696.4 | ||||
|
Cash used in investing activities
|
726.4 | 370.5 | ||||||
|
Cash provided by (used in) financing activities
|
8.6 | (246.4 | ) | |||||
|
§
|
Net cash flows from consolidated operations (excluding cash distributions received from unconsolidated affiliates and cash payments for interest) increased $152.5 million quarter-to-quarter. The increase in operating cash flow is generally due to increased profitability and the timing of related cash receipts and disbursements.
|
|
§
|
Cash payments for interest increased $37.3 million quarter-to-quarter primarily due to an increase in debt obligations quarter-to-quarter. Our average debt outstanding was $14.11 billion during the three months ended March 31, 2011 compared to $12.26 billion during the three months ended March 31, 2010.
|
|
§
|
Capital spending for property, plant and equipment, net of contributions in aid of construction costs, increased $366.1 million quarter-to-quarter primarily due to our Eagle Ford Shale and Haynesville Shale natural gas pipeline projects, which began ramping up construction in mid-2010. For additional information related to our capital spending program, see “Liquidity and Capital Resources – Capital Spending” included within this Item 2.
|
|
§
|
Cash outflows related to restricted cash increased $54.8 million quarter-to-quarter primarily due to increases in the margin requirements of our commodity hedging positions.
|
|
§
|
Proceeds from asset sales and related transactions increased $62.5 million quarter-to-quarter, primarily from sales of certain marine assets and a non-strategic fractionation facility during the first quarter of 2011.
|
|
§
|
Net borrowings under our consolidated debt agreements of $505.6 million for the first quarter of 2011 compared to net repayments under our consolidated debt agreements of $237.7 million for the first quarter of 2010. During the first quarter of 2011, EPO issued $1.5 billion in senior notes (Senior Notes AA and BB) and repaid its $450 million Senior Notes B.
|
|
§
|
Cash distributions to partners and noncontrolling interests were a combined $496.9 million for the first quarter of 2011 compared to $425.7 million for the first quarter of 2010. The increase in cash distributions is primarily due to an increase in the number of distribution-bearing common units outstanding and the quarterly distribution rates of Enterprise.
|
|
§
|
Cash contributions from noncontrolling interests were $1.3 million for the first quarter of 2011 compared to $417.3 million for the first quarter of 2010. The issuance of common units by Enterprise (other than to Holdings) during the first quarter of 2010 generated $417.1 million of net cash proceeds. Net cash proceeds from the issuance of Enterprise common units during the first quarter of 2011 were $21.0 million.
|
|
For the Three Months
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Capital spending for property, plant and equipment, net of contributions in aid of construction costs
|
$ | 710.3 | $ | 344.2 | ||||
|
Capital spending for business combinations
|
-- | 2.2 | ||||||
|
Capital spending for intangible assets
|
3.6 | -- | ||||||
|
Capital spending for investments in unconsolidated affiliates
|
3.8 | 7.7 | ||||||
|
Total capital spending
|
$ | 717.7 | $ | 354.1 | ||||
|
For the Three Months
|
||||||||
|
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Expensed
|
$ | 7.7 | $ | 9.4 | ||||
|
Capitalized
|
10.7 | 2.7 | ||||||
|
Total
|
$ | 18.4 | $ | 12.1 | ||||
|
§
|
depreciation methods and estimated useful lives of property, plant and equipment;
|
|
§
|
measuring recoverability of long-lived assets and equity method investments;
|
|
§
|
amortization methods and estimated useful lives of qualifying intangible assets;
|
|
§
|
methods we employ to measure the fair value of goodwill;
|
|
§
|
revenue recognition policies and the use of estimates when recording revenue and expense accruals;
|
|
§
|
reserves for environmental matters and litigation contingencies; and
|
|
§
|
natural gas imbalances.
|
|
For the Three Months
Ended March 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Total segment gross operating margin
|
$ | 875.4 | $ | 806.0 | ||||
|
Adjustments to reconcile total segment gross operating margin to operating income:
|
||||||||
|
Depreciation, amortization and accretion in operating costs and expenses
|
(230.8 | ) | (212.4 | ) | ||||
|
Non-cash asset impairment charges
|
-- | (1.5 | ) | |||||
|
Operating lease expenses paid by EPCO
|
(0.2 | ) | (0.2 | ) | ||||
|
Gains from asset sales and related transactions in operating costs and expenses
|
18.4 | 7.3 | ||||||
|
General and administrative costs
|
(37.9 | ) | (40.3 | ) | ||||
|
Operating income
|
624.9 | 558.9 | ||||||
|
Other expense, net
|
(183.3 | ) | (157.8 | ) | ||||
|
Income before provision for income taxes
|
$ | 441.6 | $ | 401.1 | ||||
|
Hedged Transaction
|
Number and Type of
Derivative(s) Employed
|
Notional
Amount
|
Period of
Hedge
|
Rate
Swap
|
Accounting
Treatment
|
|
Senior Notes C
|
1 fixed-to-floating swap
|
$100.0
|
1/04 to 2/13
|
6.4% to 2.3%
|
Fair value hedge
|
|
Senior Notes G
|
3 fixed-to-floating swaps
|
$300.0
|
10/04 to 10/14
|
5.6% to 1.4%
|
Fair value hedge
|
|
Senior Notes P
|
7 fixed-to-floating swaps
|
$400.0
|
6/09 to 8/12
|
4.6% to 2.7%
|
Fair value hedge
|
|
Senior Notes AA
|
10 fixed-to-floating swaps
|
$750.0
|
1/11 to 2/16
|
3.2% to 1.3%
|
Fair value hedge
|
|
Non-Hedged Swaps
|
2 floating-to-fixed swaps
|
$250.0
|
9/07 to 8/11
|
0.3% to 4.8%
|
Mark-to-market
|
|
Non-Hedged Swaps
|
6 floating-to-fixed swaps
|
$600.0
|
5/10 to 7/14
|
0.3% to 2.0%
|
Mark-to-market
|
|
Resulting
|
Swap Fair Value at
|
||||||||
|
Scenario
|
Classification
|
March 31, 2011
|
April 19, 2011
|
||||||
|
FV assuming no change in underlying interest rates
|
Asset
|
$ | 33.5 | $ | 40.0 | ||||
|
FV assuming 10% increase in underlying interest rates
|
Asset
|
26.3 | 33.5 | ||||||
|
FV assuming 10% decrease in underlying interest rates
|
Asset
|
40.8 | 46.7 | ||||||
|
Hedged Transaction
|
Number and Type of
Derivatives Employed
|
Notional
Amount
|
Expected Termination
Date
|
Average Rate
Locked
|
Accounting
Treatment
|
|
Future debt offering
|
10 forward starting swaps
|
$500.0
|
2/12
|
4.5%
|
Cash flow hedge
|
|
Future debt offering
|
3 forward starting swaps
|
$150.0
|
8/12
|
4.0%
|
Cash flow hedge
|
|
Future debt offering
|
16 forward starting swaps
|
$1,000.0
|
3/13
|
3.7%
|
Cash flow hedge
|
|
Resulting
|
Swap Fair Value at
|
||||||||
|
Scenario
|
Classification
|
March 31, 2011
|
April 19, 2011
|
||||||
|
FV assuming no change in underlying commodity prices
|
Asset
|
$ | 39.1 | $ | 19.3 | ||||
|
FV assuming 10% increase in underlying commodity prices
|
Asset
|
93.8 | 73.0 | ||||||
|
FV assuming 10% decrease in underlying commodity prices
|
Liability
|
(18.1 | ) | (36.7 | ) | ||||
|
§
|
The objective of our natural gas processing strategy is to hedge an amount of gross margin associated with our natural gas processing activities. We achieve this objective by using physical and financial instruments to lock in the purchase prices of natural gas consumed as PTR and the sales prices of the related NGL products. This program consists of (i) the forward sale of a portion of our expected equity NGL production at fixed prices through December 2011, which is achieved through the use of forward physical sales contracts and commodity derivative instruments and (ii) the purchase of commodity derivative instruments having a notional amount based on the volume of natural gas expected to be consumed as PTR in the production of such equity NGL production.
|
|
§
|
The objective of our NGL, refined products and crude oil sales hedging program is to hedge the margins of anticipated future sales of inventory by locking in sales prices through the use of forward physical sales contracts and commodity derivative instruments.
|
|
§
|
The objective of our natural gas inventory hedging program is to hedge the fair value of natural gas currently held in inventory by locking in the sales price of the inventory through the use of commodity derivative instruments.
|
|
Volume
(1)
|
Accounting
|
||
|
Derivative Purpose
|
Current
|
Long-Term
(2)
|
Treatment
|
|
Derivatives designated as hedging instruments:
|
|||
|
Enterprise:
|
|||
|
Natural gas processing:
|
|||
|
Forecasted natural gas purchases for plant thermal reduction (“PTR”) (3)
|
33.4 Bcf
|
n/a
|
Cash flow hedge
|
|
Forecasted sales of NGLs (4)
|
7.0 MMBbls
|
n/a
|
Cash flow hedge
|
|
Octane enhancement:
|
|||
|
Forecasted purchases of NGLs (4)
|
0.1 MMBbls
|
n/a
|
Cash flow hedge
|
|
Forecasted sales of octane enhancement products
|
3.0 MMBbls
|
n/a
|
Cash flow hedge
|
|
Natural gas marketing:
|
|||
|
Natural gas storage inventory management activities
|
4.1 Bcf
|
n/a
|
Fair value hedge
|
|
NGL marketing:
|
|||
|
Forecasted purchases of NGLs and related hydrocarbon products
|
4.3 MMBbls
|
n/a
|
Cash flow hedge
|
|
Forecasted sales of NGLs and related hydrocarbon products
|
3.6 MMBbls
|
n/a
|
Cash flow hedge
|
|
Refined products marketing:
|
|||
|
Forecasted purchases of refined products
|
4.0 MMBbls
|
0.1 MMBbls
|
Cash flow hedge
|
|
Forecasted sales of refined products
|
4.0 MMBbls
|
0.1 MMBbls
|
Cash flow hedge
|
|
Crude oil marketing:
|
|||
|
Forecasted purchases of crude oil
|
3.6 MMBbls
|
n/a
|
Cash flow hedge
|
|
Forecasted sales of crude oil
|
5.2 MMBbls
|
n/a
|
Cash flow hedge
|
|
Derivatives not designated as hedging instruments:
|
|||
|
Enterprise:
|
|||
|
Natural gas risk management activities (5,6)
|
355.5 Bcf
|
55.6 Bcf
|
Mark-to-market
|
|
Refined products risk management activities (6)
|
4.5 MMBbls
|
n/a
|
Mark-to-market
|
|
Crude oil risk management activities (6)
|
7.3 MMBbls
|
n/a
|
Mark-to-market
|
|
Duncan Energy Partners:
|
|||
|
Natural gas risk management activities (6)
|
2.4 Bcf
|
n/a
|
Mark-to-market
|
|
(1)
Volume for derivatives designated as hedging instruments reflects the total amount of volumes hedged whereas volume for derivatives not designated as hedging instruments reflects the absolute value of derivative notional volumes.
(2)
The maximum term for derivatives included in the long-term column is December 2013.
(3)
PTR represents the British thermal unit equivalent of the NGLs extracted from natural gas by a processing plant, and includes the natural gas used as plant fuel to extract those liquids, plant flare and other shortages.
(4)
Forecasted sales of NGL volumes under Natural gas processing exclude 3.0 MMBbls of additional hedges executed under contracts that have been designated as normal sales agreements.
(5)
Current and long-term volumes include approximately 151.9 Bcf and 4.1 Bcf, respectively, of physical derivative instruments that are predominantly priced at an index plus a premium or minus a discount related to location differences.
(6)
Reflects the use of derivative instruments to manage risks associated with transportation, processing and storage assets.
|
|||
|
Resulting
|
Portfolio Fair Value at
|
||||||||
|
Scenario
|
Classification
|
March 31, 2011
|
April 19, 2011
|
||||||
|
FV assuming no change in underlying commodity prices
|
Liability
|
$ | (15.7 | ) | $ | (9.8 | ) | ||
|
FV assuming 10% increase in underlying commodity prices
|
Liability
|
(22.2 | ) | (12.3 | ) | ||||
|
FV assuming 10% decrease in underlying commodity prices
|
Liability
|
(9.1 | ) | (7.3 | ) | ||||
|
Resulting
|
Portfolio Fair Value at
|
||||||||
|
Scenario
|
Classification
|
March 31, 2011
|
April 19, 2011
|
||||||
|
FV assuming no change in underlying commodity prices
|
Liability
|
$ | (114.1 | ) | $ | (147.4 | ) | ||
|
FV assuming 10% increase in underlying commodity prices
|
Liability
|
(185.0 | ) | (218.9 | ) | ||||
|
FV assuming 10% decrease in underlying commodity prices
|
Liability
|
(43.2 | ) | (75.9 | ) | ||||
|
Resulting
|
Portfolio Fair Value at
|
||||||||
|
Scenario
|
Classification
|
March 31, 2011
|
April 19, 2011
|
||||||
|
FV assuming no change in underlying commodity prices
|
Liability
|
$ | (5.1 | ) | $ | (6.2 | ) | ||
|
FV assuming 10% increase in underlying commodity prices
|
Liability
|
(13.7 | ) | (16.0 | ) | ||||
|
FV assuming 10% decrease in underlying commodity prices
|
Asset (Liability)
|
(3.5 | ) | 3.7 | |||||
|
(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 the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure; and
|
|
(ii)
|
that our disclosure controls and procedures are effective.
|
|
Maximum
|
||||||||||||||||
|
Total Number of
|
Number of Units
|
|||||||||||||||
|
Average
|
Units Purchased
|
That May Yet
|
||||||||||||||
|
Total Number of
|
Price Paid
|
as Part of Publicly
|
Be Purchased
|
|||||||||||||
|
Period
|
Units Purchased
|
per Unit
|
Announced Plans
|
Under the Plans
|
||||||||||||
|
February 2011 (1)
|
91,126 | $ | 43.00 | -- | -- | |||||||||||
|
(1)
Of the 336,227 restricted common units that vested in February 2011 and converted to common units, 91,126 units were sold back to us by employees to cover related withholding tax requirements.
|
||||||||||||||||
|
Exhibit
Number
|
Exhibit*
|
|
2.1
|
Merger Agreement, dated as of December 15, 2003, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy Company, L.L.C. (incorporated by reference to Exhibit 2.1 to Form 8-K filed December 15, 2003).
|
|
2.2
|
Amendment No. 1 to Merger Agreement, dated as of August 31, 2004, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy Company, L.L.C. (incorporated by reference to Exhibit 2.1 to Form 8-K filed September 7, 2004).
|
|
2.3
|
Parent Company Agreement, dated as of December 15, 2003, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products GTM, LLC, El Paso Corporation, Sabine River Investors I, L.L.C., Sabine River Investors II, L.L.C., El Paso EPN Investments, L.L.C. and GulfTerra GP Holding Company (incorporated by reference to Exhibit 2.2 to Form 8-K filed December 15, 2003).
|
|
2.4
|
Amendment No. 1 to Parent Company Agreement, dated as of April 19, 2004, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products GTM, LLC, El Paso Corporation, Sabine River Investors I, L.L.C., Sabine River Investors II, L.L.C., El Paso EPN Investments, L.L.C. and GulfTerra GP Holding Company (incorporated by reference to Exhibit 2.1 to Form 8-K filed April 21, 2004).
|
|
2.5
|
Purchase and Sale Agreement (Gas Plants), dated as of December 15, 2003, by and between El Paso Corporation, El Paso Field Services Management, Inc., El Paso Transmission, L.L.C., El Paso Field Services Holding Company and Enterprise Products Operating L.P. (incorporated by reference to Exhibit 2.4 to Form 8-K filed December 15, 2003).
|
|
2.6
|
Agreement and Plan of Merger, dated as of June 28, 2009, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Sub B LLC, TEPPCO Partners, L.P. and Texas Eastern Products Pipeline Company, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed June 29, 2009).
|
|
2.7
|
Agreement and Plan of Merger, dated as of June 28, 2009, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Sub A LLC, TEPPCO Partners, L.P. and Texas Eastern Products Pipeline Company, LLC (incorporated by reference to Exhibit 2.2 to Form 8-K filed June 29, 2009).
|
|
2.8
|
Agreement and Plan of Merger, dated as of September 3, 2010, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise ETE LLC, Enterprise GP Holdings L.P. and EPE Holdings, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed September 7, 2010).
|
|
2.9
|
Agreement and Plan of Merger, dated as of September 3, 2010, by and among Enterprise Products GP, LLC, Enterprise GP Holdings L.P. and EPE Holdings, LLC (incorporated by reference to Exhibit 2.2 to Form 8-K filed September 7, 2010).
|
|
2.10
|
Contribution Agreement, dated as of September 30, 2010, by and between Enterprise Products Company and Enterprise Products Partners L.P. (incorporated by reference to Exhibit 2.1 to Form 8-K filed October 1, 2010).
|
|
2.11
|
Agreement and Plan of Merger, dated as of April 28, 2011, by and among Enterprise Products Partners L.P., Enterprise Products Holdings LLC, EPD MergerCo LLC, Duncan Energy Partners L.P. and DEP Holdings, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed April 29, 2011).
|
|
3.1
|
Certificate of Limited Partnership of Enterprise Products Partners L.P. (incorporated by reference to Exhibit 3.6 to Form 10-Q filed November 9, 2007).
|
|
3.2
|
Certificate of Amendment to Certificate of Limited Partnership of Enterprise Products Partners L.P., filed on November 22, 2010 with the Delaware Secretary of State (incorporated by reference to Exhibit 3.6 to Form 8-K filed November 23, 2010).
|
|
3.3
|
Sixth Amended and Restated Agreement of Limited Partnership of Enterprise Products Partners L.P., dated November 22, 2010 (incorporated by reference to Exhibit 3.2 to Form 8-K filed November 23, 2010).
|
|
3.4
|
Certificate of Formation of EPE Holdings, LLC (incorporated by reference to Exhibit 3.3 to Form S-1/A Registration Statement, Reg. No. 333-124320, filed by Enterprise GP Holdings L.P. on July 22, 2005).
|
|
3.5
|
Certificate of Amendment to Certificate of Formation of EPE Holdings, LLC, filed on November 22, 2010 with the Delaware Secretary of State (incorporated by reference to Exhibit 3.5 to Form 8-K filed November 23, 2010).
|
|
3.6
|
Fourth Amended and Restated Limited Liability Company Agreement of EPE Holdings, LLC dated effective as of November 22, 2010 (incorporated by reference to Exhibit 3.3 to Form 8-K filed November 23, 2010).
|
|
3.7
|
First Amendment to Fourth Amended and Restated Limited Liability Company Agreement of EPE Holdings, LLC, dated effective as of November 23, 2010 (changing name to Enterprise Products Holdings LLC) (incorporated by reference to Exhibit 3.4 to Form 8-K filed November 23, 2010).
|
|
3.8
|
Company Agreement of Enterprise Products Operating LLC dated June 30, 2007 (incorporated by reference to Exhibit 3.3 to Form 10-Q filed August 8, 2007).
|
|
3.9
|
Certificate of Incorporation of Enterprise Products OLPGP, Inc., dated December 3, 2003 (incorporated by reference to Exhibit 3.5 to Form S-4 Registration Statement, Reg. No. 333-121665, filed December 27, 2004).
|
|
3.10
|
Bylaws of Enterprise Products OLPGP, Inc., dated December 8, 2003 (incorporated by reference to Exhibit 3.6 to Form S-4 Registration Statement, Reg. No. 333-121665, filed December 27, 2004).
|
|
4.1
|
Form of Common Unit certificate (incorporated by reference to Exhibit 4.1 to Form S-1/A Registration Statement, Reg. No. 333-52537, filed July 21, 1998).
|
|
4.2
|
Indenture, dated as of March 15, 2000, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Guarantor, and First Union National Bank, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed March 10, 2000).
|
|
4.3
|
First Supplemental Indenture, dated as of January 22, 2003, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Guarantor, and Wachovia Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-4, Reg. No. 333-102776, filed January 28, 2003).
|
|
4.4
|
Second Supplemental Indenture, dated as of February 14, 2003, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Guarantor, and Wachovia Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 10-K filed March 31, 2003).
|
|
4.5
|
Third Supplemental Indenture, dated as of June 30, 2007, among Enterprise Products Operating L.P., as Original Issuer, Enterprise Products Partners L.P., as Parent Guarantor, Enterprise Products Operating LLC, as New Issuer, and U.S. Bank National Association, as successor Trustee (incorporated by reference to Exhibit 4.55 to Form 10-Q filed August 8, 2007).
|
|
4.6
|
Indenture, dated as of October 4, 2004, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed October 6, 2004).
|
|
4.7
|
First Supplemental Indenture, dated as of October 4, 2004, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed October 6, 2004).
|
|
4.8
|
Second Supplemental Indenture, dated as of October 4, 2004, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed October 6, 2004).
|
| 4.9 | Third Supplemental Indenture, dated as of October 4, 2004, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed October 6, 2004). |
|
4.10
|
Fourth Supplemental Indenture, dated as of October 4, 2004, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.5 to Form 8-K filed October 6, 2004).
|
|
4.11
|
Fifth Supplemental Indenture, dated as of March 2, 2005, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed March 3, 2005).
|
|
4.12
|
Sixth Supplemental Indenture, dated as of March 2, 2005, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed March 3, 2005).
|
|
4.13
|
Seventh Supplemental Indenture, dated as of June 1, 2005, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.46 to Form 10-Q filed November 4, 2005).
|
|
4.14
|
Eighth Supplemental Indenture, dated as of July 18, 2006, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed July 19, 2006).
|
|
4.15
|
Ninth Supplemental Indenture, dated as of May 24, 2007, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed May 24, 2007).
|
|
4.16
|
Tenth Supplemental Indenture, dated as of June 30, 2007, among Enterprise Products Operating L.P., as Original Issuer, Enterprise Products Partners L.P., as Parent Guarantor, Enterprise Products Operating LLC, as New Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.54 to Form 10-Q filed August 8, 2007).
|
|
4.17
|
Eleventh Supplemental Indenture, dated as of September 4, 2007, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed September 5, 2007).
|
|
4.18
|
Twelfth Supplemental Indenture, dated as of April 3, 2008, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed April 3, 2008).
|
|
4.19
|
Thirteenth Supplemental Indenture, dated as of April 3, 2008, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed April 3, 2008).
|
|
4.20
|
Fourteenth Supplemental Indenture, dated as of December 8, 2008, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed December 8, 2008).
|
|
4.21
|
Fifteenth Supplemental Indenture, dated as of June 10, 2009, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed June 10, 2009).
|
| 4.22 |
Sixteenth Supplemental Indenture, dated as of October 5, 2009, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed October 5, 2009).
|
| 4.23 |
Seventeenth Supplemental Indenture, dated as of October 27, 2009, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed October 28, 2009).
|
|
4.24
|
Eighteenth Supplemental Indenture, dated as of October 27, 2009, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed October 28, 2009).
|
|
4.25
|
Nineteenth Supplemental Indenture, dated as of May 20, 2010, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed May 20, 2010).
|
|
4.26
|
Twentieth Supplemental Indenture, dated as of January 13, 2011, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed January 13, 2011).
|
|
4.27
|
Global Note representing $350.0 million principal amount of 6.375% Series B Senior Notes due 2013 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-4, Reg. No. 333-102776, filed January 28, 2003).
|
|
4.28
|
Global Note representing $499.2 million principal amount of 6.875% Series B Senior Notes due 2033 with attached Guarantee (incorporated by reference to Exhibit 4.5 to Form 10-K filed March 31, 2003).
|
|
4.29
|
Global Notes representing $450.0 million principal amount of 7.50% Senior Notes due 2011 (incorporated by reference to Exhibit 4.1 to Form 8-K filed January 25, 2001).
|
|
4.30
|
Global Note representing $500.0 million principal amount of 5.60% Series B Senior Notes due 2014 with attached Guarantee (incorporated by reference to Exhibit 4.17 to Form S-3 Registration Statement, Reg. No. 333-123150, filed March 4, 2005).
|
|
4.31
|
Global Note representing $150.0 million principal amount of 5.60% Series B Senior Notes due 2014 with attached Guarantee (incorporated by reference to Exhibit 4.18 to Form S-3 Registration Statement, Reg. No. 333-123150, filed March 4, 2005).
|
|
4.32
|
Global Note representing $350.0 million principal amount of 6.65% Series B Senior Notes due 2034 with attached Guarantee (incorporated by reference to Exhibit 4.19 to Form S-3 Registration Statement, Reg. No. 333-123150, filed March 4, 2005).
|
|
4.33
|
Global Note representing $250.0 million principal amount of 5.00% Series B Senior Notes due 2015 with attached Guarantee (incorporated by reference to Exhibit 4.31 to Form 10-Q filed November 4, 2005).
|
|
4.34
|
Global Note representing $250.0 million principal amount of 5.75% Series B Senior Notes due 2035 with attached Guarantee (incorporated by reference to Exhibit 4.32 to Form 10-Q filed November 4, 2005).
|
|
4.35
|
Global Note representing $500.0 million principal amount of 4.95% Senior Notes due 2010 with attached Guarantee (incorporated by reference to Exhibit 4.47 to Form 10-Q filed November 4, 2005).
|
|
4.36
|
Form of Junior Subordinated Note, including Guarantee (incorporated by reference to Exhibit 4.2 to Form 8-K filed July 19, 2006).
|
|
4.37
|
Global Note representing $800.0 million principal amount of 6.30% Senior Notes due 2017 with attached Guarantee (incorporated by reference to Exhibit 4.38 to Form 10-Q filed November 9, 2007).
|
|
4.38
|
Form of Global Note representing $400.0 million principal amount of 5.65% Senior Notes due 2013 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Form 8-K filed April 3, 2008).
|
| 4.39 |
Form of Global Note representing $700.0 million principal amount of 6.50% Senior Notes due 2019 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed April 3, 2008).
|
|
4.40
|
Form of Global Note representing $500.0 million principal amount of 9.75% Senior Notes due 2014 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Form 8-K filed December 8, 2008).
|
|
4.41
|
Form of Global Note representing $500.0 million principal amount of 4.60% Senior Notes due 2012 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Form 8-K filed June 10, 2009).
|
|
4.42
|
Form of Global Note representing $500.0 million principal amount of 5.25% Senior Notes due 2020 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Form 8-K filed October 5, 2009).
|
|
4.43
|
Form of Global Note representing $600.0 million principal amount of 6.125% Senior Notes due 2039 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Form 8-K filed October 5, 2009).
|
|
4.44
|
Form of Global Note representing $490.5 million principal amount of 7.625% Senior Notes due 2012 with attached Guarantee (incorporated by reference to Exhibit 4.3 to Form 8-K filed October 28, 2009).
|
|
4.45
|
Form of Global Note representing $182.6 million principal amount of 6.125% Senior Notes due 2013 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed October 28, 2009).
|
|
4.46
|
Form of Global Note representing $237.6 million principal amount of 5.90% Senior Notes due 2013 with attached Guarantee (incorporated by reference to Exhibit 4.5 to Form 8-K filed October 28, 2009).
|
|
4.47
|
Form of Global Note representing $349.7 million principal amount of 6.65% Senior Notes due 2018 with attached Guarantee (incorporated by reference to Exhibit 4.6 to Form 8-K filed October 28, 2009).
|
|
4.48
|
Form of Global Note representing $399.6 million principal amount of 7.55% Senior Notes due 2038 with attached Guarantee (incorporated by reference to Exhibit 4.7 to Form 8-K filed October 28, 2009).
|
|
4.49
|
Form of Global Note representing $285.8 million principal amount of 7.000% Junior Subordinated Notes due 2067 with attached Guarantee (incorporated by reference to Exhibit 4.8 to Form 8-K filed October 28, 2009).
|
|
4.50
|
Form of Global Note representing $400.0 million principal amount of 3.70% Senior Notes due 2015 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed May 20, 2010).
|
|
4.51
|
Form of Global Note representing $1.0 billion principal amount of 5.20% Senior Notes due 2020 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed May 20, 2010).
|
|
4.52
|
Form of Global Note representing $600.0 million principal amount of 6.45% Senior Notes due 2040 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed May 20, 2010).
|
|
4.53
|
Form of Global Note representing $750.0 million principal amount of 3.20% Senior Notes due 2016 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed January 13, 2011).
|
|
4.54
|
Form of Global Note representing $750.0 million principal amount of 5.95% Senior Notes due 2041 with attached Guarantee (incorporated by reference to Exhibit 4.4 to Form 8-K filed January 13, 2011).
|
|
4.55
|
Replacement Capital Covenant, dated May 24, 2007, executed by Enterprise Products Operating L.P. and Enterprise Products Partners L.P. in favor of the covered debtholders described therein (incorporated by reference to Exhibit 99.1 to Form 8-K filed May 24, 2007).
|
|
4.56
|
First Amendment to Replacement Capital Covenant dated August 25, 2006, executed by Enterprise Products Operating L.P. in favor of the covered debtholders described therein (incorporated by reference to Exhibit 99.2 to Form 8-K filed August 25, 2006).
|
|
4.57
|
Replacement Capital Covenant, dated October 27, 2009, among Enterprise Products Operating LLC and Enterprise Products Partners L.P. in favor of the covered debtholders described therein (incorporated by reference to Exhibit 4.9 to Form 8-K filed October 28, 2009).
|
|
4.58
|
Indenture, dated February 20, 2002, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Jonah Gas Gathering Company, as Subsidiary Guarantors, and First Union National Bank, NA, as Trustee (incorporated by reference to Exhibit 99.2 to the Form 8-K filed by TEPPCO Partners, L.P. on February 20, 2002).
|
|
4.59
|
First Supplemental Indenture, dated February 20, 2002, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Jonah Gas Gathering Company, as Subsidiary Guarantors, and First Union National Bank, NA, as Trustee (incorporated by reference to Exhibit 99.3 to the Form 8-K filed by TEPPCO Partners, L.P. on February 20, 2002).
|
|
4.60
|
Second Supplemental Indenture, dated June 27, 2002, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Jonah Gas Gathering Company, as Initial Subsidiary Guarantors, Val Verde Gas Gathering Company, L.P., as New Subsidiary Guarantor, and Wachovia Bank, National Association, formerly known as First Union National Bank, as Trustee (incorporated by reference to Exhibit 4.6 to the Form 10-Q filed by TEPPCO Partners, L.P. on August 14, 2002).
|
|
4.61
|
Third Supplemental Indenture, dated January 20, 2003, by and among TEPPCO Partners, L.P. as Issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P., Jonah Gas Gathering Company and Val Verde Gas Gathering Company, L.P. as Subsidiary Guarantors, and Wachovia Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.7 to the Form 10-K filed by TEPPCO Partners, L.P. on March 21, 2003).
|
|
4.62
|
Full Release of Guarantee, dated July 31, 2006, by Wachovia Bank, National Association, as Trustee, in favor of Jonah Gas Gathering Company (incorporated by reference to Exhibit 4.8 to the Form 10-Q filed by TEPPCO Partners, L.P. on November 7, 2006).
|
|
4.63
|
Fourth Supplemental Indenture, dated June 30, 2007, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P., Val Verde Gas Gathering Company, L.P., TE Products Pipeline Company, LLC and TEPPCO Midstream Companies, LLC, as Subsidiary Guarantors, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed by TE Products Pipeline Company, LLC on July 6, 2007).
|
|
4.64
|
Fifth Supplemental Indenture, dated March 27, 2008, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gathering Company, L.P., as Subsidiary Guarantors, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.11 to the Form 10-Q filed by TEPPCO Partners, L.P. on May 8, 2008).
|
|
4.65
|
Sixth Supplemental Indenture, dated March 27, 2008, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gas Gathering Company, L.P., as Subsidiary Guarantors, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.12 to the Form 10-Q filed by TEPPCO Partners, L.P. on May 8, 2008).
|
|
4.66
|
Seventh Supplemental Indenture, dated March 27, 2008, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gas Gathering Company, L.P., as Subsidiary Guarantors, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.13 to the Form 10-Q filed by TEPPCO Partners, L.P. on May 8, 2008).
|
|
4.67
|
Eighth Supplemental Indenture, dated October 27, 2009, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gas Gathering Company, L.P., as Subsidiary Guarantors, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by TEPPCO Partners, L.P. on October 28, 2009).
|
|
4.68
|
Full Release of Guarantee, dated November 23, 2009, of TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gas Gathering Company, L.P. by U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.64 to Form 10-K filed on March 1, 2010).
|
|
4.69
|
Indenture, dated May 14, 2007, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Val Verde Gas Gathering Company, L.P., as Subsidiary Guarantors, and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 99.1 of the Form 8-K filed by TEPPCO Partners, L.P. on May 15, 2007).
|
|
4.70
|
First Supplemental Indenture, dated May 18, 2007, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Val Verde Gas Gathering Company, L.P., as Subsidiary Guarantors, and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by TEPPCO Partners, L.P. on May 18, 2007).
|
|
4.71
|
Replacement of Capital Covenant, dated May 18, 2007, executed by TEPPCO Partners, L.P., TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Val Verde Gas Gathering Company, L.P. in favor of the covered debt holders described therein (incorporated by reference to Exhibit 99.1 to the Form 8-K of TEPPCO Partners, L.P. on May 18, 2007).
|
|
4.72
|
Second Supplemental Indenture, dated as of June 30, 2007, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream Companies, L.P. and Val Verde Gas Gathering Company, L.P., as Existing Subsidiary Guarantors, TE Products Pipeline Company, LLC and TEPPCO Midstream Companies, LLC, as New Subsidiary Guarantors, and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by TE Products Pipeline Company, LLC on July 6, 2007).
|
|
4.73
|
Third Supplemental Indenture, dated as of October 27, 2009, by and among TEPPCO Partners, L.P., as Issuer, TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gas Gathering Company, L.P., as Subsidiary Guarantors, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by TEPPCO Partners, L.P. on October 28, 2009).
|
|
4.74
|
Full Release of Guarantee, dated as of November 23, 2009, of TE Products Pipeline Company, LLC, TCTM, L.P., TEPPCO Midstream Companies, LLC and Val Verde Gas Gathering Company, L.P. by The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.70 to Form 10-K filed on March 1, 2010).
|
|
10.1
|
First Amendment to Second Amended and Restated Limited Liability Company Agreement of Acadian Gas dated effective March 15, 2011 (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 15, 2011).
|
|
10.2
|
Voting Agreement, dated as of April 28, 2011, by and among Duncan Energy Partners L.P. Enterprise Products Partners L.P. and Enterprise GTM Holdings L.P. (incorporated by reference to Exhibit 10.1 to Form 8-K filed April 29, 2011).
|
|
31.1#
|
Sarbanes-Oxley Section 302 certification of Michael A. Creel for Enterprise Products Partners L.P. for the March 31, 2011 quarterly report on Form 10-Q.
|
|
31.2#
|
Sarbanes-Oxley Section 302 certification of W. Randall Fowler for Enterprise Products Partners L.P. for the March 31, 2011 quarterly report on Form 10-Q.
|
|
32.1#
|
Section 1350 certification of Michael A. Creel for the March 31, 2011 quarterly report on Form 10-Q.
|
|
32.2#
|
Section 1350 certification of W. Randall Fowler for the March 31, 2011 quarterly report on Form 10-Q.
|
|
101.CAL#
|
XBRL Calculation Linkbase Document
|
|
101.DEF#
|
XBRL Definition Linkbase Document
|
|
101.INS#
|
XBRL Instance Document
|
|
101.LAB#
|
XBRL Labels Linkbase Document
|
|
101.PRE#
|
XBRL Presentation Linkbase Document
|
|
101.SCH#
|
XBRL Schema 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.
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#
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Filed with this report.
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ENTERPRISE PRODUCTS PARTNERS L.P.
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(A Delaware Limited Partnership)
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By:
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Enterprise Products Holdings LLC, as General Partner
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By:
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/s/ Michael J. Knesek |
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Name:
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Michael J. Knesek
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Title:
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Senior Vice President, Controller
and Principal Accounting Officer
of the General Partner
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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 |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|