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Form 10-Q Enterprise Products Partners L.P

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Form 10-Q Enterprise Products Partners L.P UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___. Commission file number: 1-14323 ENTERPRISE PRODUCTS PARTNERS L.P. (Exact Name of Registrant as Specified in Its Charter) Delaware 76-0568219 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 1100 Louisiana Street, 10th Floor Houston, Texas 77002 (Address of Principal Executive Offices, including Zip Code) (713) 381-6500 (Registrant’s Telephone Number, including Area Code) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of Each Class Trading Symbol(s) Name of Each Exchange On Which Registered Common Units EPD New York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑ There were 2,185,896,433 common units of Enterprise Products Partners L.P. outstanding at the close of business on July 31, 2020. ENTERPRISE PRODUCTS PARTNERS L.P. TABLE OF CONTENTS Page No. PART I. FINANCIAL INFORMATION. Item 1. Financial Statements. Unaudited Condensed Consolidated Balance Sheets 2 Unaudited Condensed Statements of Consolidated Operations 3 Unaudited Condensed Statements of Consolidated Comprehensive Income 4 Unaudited Condensed Statements of Consolidated Cash Flows 5 Unaudited Condensed Statements of Consolidated Equity 6 Notes to Unaudited Condensed Consolidated Financial Statements: 1. Partnership Organization and Basis of Presentation 8 2. Summary of Significant Accounting Policies 9 3. Inventories 10 4. Property, Plant and Equipment 11 5. Investments in Unconsolidated Affiliates 12 6. Intangible Assets and Goodwill 13 7. Debt Obligations 14 8. Equity and Distributions 16 9. Revenues 20 10. Business Segments and Related Information 22 11. Income Taxes 25 12. Earnings Per Unit 27 13. Equity-Based Awards 28 14. Derivative Instruments, Hedging Activities and Fair Value Measurements 29 15. Related Party Transactions 35 16. Commitments and Contingencies 36 17. Supplemental Cash Flow Information 39 18. Condensed Consolidating Financial Information 40 19. Subsequent Events 47 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 48 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 78 Item 4. Controls and Procedures. 81 PART II. OTHER INFORMATION. Item 1. Legal Proceedings. 82 Item 1A. Risk Factors. 83 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 84 Item 3. Defaults Upon Senior Securities. 84 Item 4. Mine Safety Disclosures. 84 Item 5. Other Information. 84 Item 6. Exhibits. 85 Signatures 94 1 PART I. FINANCIAL INFORMATION. ITEM 1. FINANCIAL STATEMENTS. ENTERPRISE PRODUCTS PARTNERS L.P. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in millions) June 30, December 31, 2020 2019 ASSETS Current assets: Cash and cash equivalents $ 1,298.5 $ 334.7 Restricted cash 138.1 75.3 Accounts receivable – trade, net of allowance for doubtful accounts of $13.9 at June 30, 2020 and $12.4 at December 31, 2019 2,907.7 4,873.6 Accounts receivable – related parties 2.6 2.5 Inventories 2,024.1 2,091.4 Derivative assets 209.7 127.2 Prepaid and other current assets 535.6 358.2 Total current assets 7,116.3 7,862.9 Property, plant and equipment, net 42,538.4 41,603.4 Investments in unconsolidated affiliates 2,547.4 2,600.2 Intangible assets, net of accumulated amortization of $1,763.7 at June 30, 2020 and $1,687.5 at December 31, 2019 (see Note 6) 3,379.4 3,449.0 Goodwill (see Note 6) 5,745.2 5,745.2 Other assets 617.8 472.5 Total assets $ 61,944.5 $ 61,733.2 LIABILITIES AND EQUITY Current liabilities: Current maturities of debt (see Note 7) $ 2,325.0 $ 1,981.9 Accounts payable – trade 902.5 1,004.5 Accounts payable – related parties 89.3 162.3 Accrued product payables 2,803.5 4,915.7 Accrued interest 461.7 431.7 Derivative liabilities 385.4 122.4 Other current liabilities 515.0 511.2 Total current liabilities 7,482.4 9,129.7 Long-term debt (see Note 7) 27,285.2 25,643.2 Deferred tax liabilities (see Note 11) 481.6 100.4 Other long-term liabilities 753.9 1,032.4 Commitments and contingencies (see Note 16) Equity: (see Note 8) Partners’ equity: Limited partners: Common units (2,240,703,785 units issued and 2,185,896,433 units outstanding at June 30, 2020, 2,189,226,130 units issued and outstanding at December 31, 2019) 26,321.1 24,692.6 Treasury units, at cost (54,807,352 units at June 30, 2020) (see Note 8) (1,297.3) – Accumulated other comprehensive income (loss) (147.1) 71.4 Total partners’ equity 24,876.7 24,764.0 Noncontrolling interests 1,064.7 1,063.5 Total equity 25,941.4 25,827.5 Total liabilities and equity $ 61,944.5 $ 61,733.2 See Notes to Unaudited Condensed Consolidated Financial Statements. 2 ENTERPRISE PRODUCTS PARTNERS L.P. UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (Dollars in millions, except per unit amounts) For the Three Months For the Six Months Ended June 30, Ended June 30, 2020 2019 2020 2019 Revenues: Third parties $ 5,745.3 $ 8,250.5 $ 13,211.8 $ 16,781.7 Related parties 5.7 25.8 21.7 38.1 Total revenues (see Note 9) 5,751.0 8,276.3 13,233.5 16,819.8 Costs and expenses: Operating costs and expenses: Third parties 4,063.9 6,469.5 9,799.2 13,124.8 Related parties 306.5 331.4 631.5 695.8 Total operating costs and expenses 4,370.4 6,800.9 10,430.7 13,820.6 General and administrative costs: Third parties 23.8 21.4 46.8 41.8 Related parties 33.2 31.1 65.7 62.9 Total general and administrative costs 57.0 52.5 112.5 104.7 Total costs and expenses (see Note 10) 4,427.4 6,853.4 10,543.2 13,925.3 Equity in income of unconsolidated affiliates 113.3 137.4 254.1 292.0 Operating income 1,436.9 1,560.3 2,944.4 3,186.5 Other income (expense): Interest expense (320.2) (290.1) (637.7) (567.3) Change in fair market value of Liquidity Option – (26.6) (2.3) (84.4) Interest income 2.9 0.7 10.1 2.0 Other, net 0.9 1.9 1.8 2.1 Total other expense, net (316.4) (314.1) (628.1) (647.6) Income before income taxes 1,120.5 1,246.2 2,316.3 2,538.9 Benefit from (provision for) income taxes (see Note 11) (59.7) (9.7) 119.5 (22.0) Net income 1,060.8 1,236.5 2,435.8 2,516.9 Net income attributable to noncontrolling interests (26.1) (21.8) (51.0) (41.7) Net income attributable to limited partners $ 1,034.7 $ 1,214.7 $ 2,384.8 $ 2,475.2 Earnings per unit: (see Note 12) Basic and diluted earnings per unit $ 0.47 $ 0.55 $ 1.08 $ 1.12 See Notes to Unaudited Condensed Consolidated Financial Statements. 3 ENTERPRISE PRODUCTS PARTNERS L.P. UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (Dollars in millions) For the Three Months For the Six Months Ended June 30, Ended June 30, 2020 2019 2020 2019 Net income $ 1,060.8 $ 1,236.5 $ 2,435.8 $ 2,516.9 Other comprehensive income (loss): Cash flow hedges: (see Note 14) Commodity hedging derivative instruments: Changes in fair value of cash flow hedges (78.2) 81.5 396.9 (13.7) Reclassification of gains to net income (208.7) (2.2) (364.3) (60.5) Interest rate hedging derivative instruments: Changes in fair value of cash flow hedges 7.8 (5.2) (284.2) (5.2) Reclassification of losses to net income 9.7 9.2 33.2 18.4 Total cash flow hedges (269.4) 83.3 (218.4) (61.0) Other – – (0.1) (0.6) Total other comprehensive income (loss) (269.4) 83.3 (218.5) (61.6) Comprehensive income 791.4 1,319.8 2,217.3 2,455.3 Comprehensive income attributable to noncontrolling interests (26.1) (21.8) (51.0) (41.7) Comprehensive income attributable to limited partners $ 765.3 $ 1,298.0 $ 2,166.3 $ 2,413.6 See Notes to Unaudited Condensed Consolidated Financial Statements.
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