Attached files
file | filename |
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8-K - CURRENT REPORT - ENTERPRISE PRODUCTS PARTNERS L.P. | epdform8k_121809.htm |
EX-99.1 - EXHIBIT 99.1 - ENTERPRISE PRODUCTS PARTNERS L.P. | epdexhibit99_1.htm |
EX-23.1 - EXHIBIT 23.1 - ENTERPRISE PRODUCTS PARTNERS L.P. | epdexhibit23_1.htm |
EXHIBIT
99.2
ENTERPRISE
PRODUCTS GP, LLC
RECAST
OF EXHIBIT 99.1 FROM CURRENT REPORT
ON
FORM 8-K DATED NOVEMBER, 16, 2009
TABLE
OF CONTENTS
Unaudited
Supplemental Condensed Consolidated Balance Sheet at September 30,
2009
|
2
|
Notes
to Unaudited Supplemental Condensed Consolidated Balance
Sheet:
|
|
1. Company
Organization and Basis of Presentation
|
3
|
2. General
Accounting Matters
|
5
|
3. Accounting
for Equity Awards
|
7
|
4. Derivative
Instruments, Hedging Activities and Fair Value
Measurements
|
11
|
5. Inventories
|
18
|
6. Property,
Plant and Equipment
|
19
|
7. Investments
in Unconsolidated Affiliates
|
20
|
8. Business
Combinations
|
20
|
9. Intangible
Assets and Goodwill
|
21
|
10. Debt
Obligations
|
22
|
11. Equity
|
25
|
12. Business
Segments
|
26
|
13. Related
Party Transactions
|
26
|
14. Commitments
and Contingencies
|
29
|
15. Significant
Risks and Uncertainties
|
33
|
16. Subsequent
Events
|
34
|
1
ENTERPRISE
PRODUCTS GP, LLC
UNAUDITED
SUPPLEMENTAL CONDENSED CONSOLIDATED BALANCE SHEET
AT
SEPTEMBER 30, 2009
(Dollars
in millions)
ASSETS
|
||||
Current
assets:
|
||||
Cash
and cash equivalents
|
$ | 77.4 | ||
Restricted
cash
|
102.8 | |||
Accounts
and notes receivable – trade, net of allowance for doubtful
accounts of $17.0
|
2,579.6 | |||
Accounts
receivable – related parties
|
9.6 | |||
Inventories
(see Note 5)
|
1,220.6 | |||
Derivative
assets (see Note 4)
|
199.5 | |||
Prepaid
and other current assets
|
168.0 | |||
Total
current assets
|
4,357.5 | |||
Property,
plant and equipment, net
|
17,297.0 | |||
Investments
in unconsolidated affiliates
|
899.3 | |||
Intangible
assets, net of accumulated amortization of $765.6
|
1,093.2 | |||
Goodwill
|
2,018.3 | |||
Deferred
tax asset
|
1.1 | |||
Other
assets
|
264.9 | |||
Total
assets
|
$ | 25,931.3 | ||
LIABILITIES
AND EQUITY
|
||||
Current
liabilities:
|
||||
Accounts
payable – trade
|
$ | 399.7 | ||
Accounts
payable – related parties
|
44.2 | |||
Accrued
product payables
|
2,657.4 | |||
Accrued
interest payable
|
163.1 | |||
Other
accrued expenses
|
55.1 | |||
Derivative
liabilities (see Note 4)
|
264.6 | |||
Other
current liabilities
|
263.5 | |||
Total
current liabilities
|
3,847.6 | |||
Long-term debt: (see
Note 10)
|
||||
Senior
debt obligations – principal
|
10,404.0 | |||
Junior
subordinated notes – principal
|
1,532.7 | |||
Other
|
62.5 | |||
Total
long-term debt
|
11,999.2 | |||
Deferred
tax liabilities
|
69.6 | |||
Other
long-term liabilities
|
151.2 | |||
Commitments
and contingencies
|
||||
Equity: (see Note
11)
|
||||
Member’s
interest
|
540.0 | |||
Accumulated
other comprehensive loss
|
(1.4 | ) | ||
Total
member’s equity
|
538.6 | |||
Noncontrolling
interest
|
9,325.1 | |||
Total
equity
|
9,863.7 | |||
Total
liabilities and equity
|
$ | 25,931.3 |
See Notes
to Unaudited Supplemental Condensed Consolidated Balance Sheet.
2
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Except per unit amounts, or as noted
within the context of each footnote disclosure, the dollar amounts presented in
the tabular data within these footnote disclosures are stated in millions of
dollars.
Note
1. Company Organization and Basis of Presentation
Company
Organization
Enterprise
Products GP, LLC is a Delaware limited liability company that was formed in
April 1998 to become the general partner of Enterprise Products Partners
L.P. The business purpose of Enterprise Products GP, LLC is to manage
the affairs and operations of Enterprise Products Partners L.P. At
September 30, 2009, Enterprise GP Holdings L.P. owned 100% of the membership
interests of Enterprise Products GP, LLC.
Unless
the context requires otherwise, references to “we,” “us,” “our” or “the Company”
are intended to mean and include the business and operations of Enterprise
Products GP, LLC, as well as its consolidated subsidiaries, which include
Enterprise Products Partners L.P. and its consolidated
subsidiaries.
References
to “Enterprise Products Partners” mean the business and operations of Enterprise
Products Partners L.P. and its consolidated subsidiaries, which now includes
TEPPCO Partners, L.P. and its general partner. Enterprise Products
Partners is a publicly traded Delaware limited partnership, the registered
common units of which are listed on the New York Stock Exchange (“NYSE”) under
the ticker symbol “EPD.” References to “EPGP” mean Enterprise
Products GP, LLC, individually as the general partner of Enterprise Products
Partners, and not on a consolidated basis. Enterprise Products
Partners has no business activities outside those conducted by its operating
subsidiary, Enterprise Products Operating LLC (“EPO”). Enterprise
Products Partners and EPO were formed to acquire, own and operate certain
natural gas liquids (“NGLs”) related businesses of EPCO, Inc.
References
to “Enterprise GP Holdings” mean the business and operations of Enterprise GP
Holdings L.P. and its consolidated subsidiaries. Enterprise GP
Holdings is a publicly traded Delaware limited partnership, the registered units
of which are listed on the NYSE under the ticker symbol
“EPE.” References to “EPE Holdings” mean EPE Holdings, LLC, which is
the general partner of Enterprise GP Holdings.
References
to “TEPPCO” and “TEPPCO GP” mean TEPPCO Partners, L.P. and Texas Eastern
Products Pipeline Company, LLC (which is the general partner of TEPPCO),
respectively, prior to their mergers with subsidiaries of Enterprise Products
Partners. On October 26, 2009, Enterprise Products Partners completed
its mergers with TEPPCO and TEPPCO GP (such related mergers referred to herein
individually and together as the “TEPPCO Merger”). See Note 16 for
additional information regarding the TEPPCO Merger.
References
to “Energy Transfer Equity” mean the business and operations of Energy Transfer
Equity, L.P. and its consolidated subsidiaries. References to “LE GP”
mean LE GP, LLC, which is the general partner of Energy Transfer
Equity. Enterprise GP Holdings owns noncontrolling interests in both
LE GP and Energy Transfer Equity. Enterprise GP Holdings accounts for
its investments in LE GP and Energy Transfer Equity using the equity method of
accounting.
References
to “Employee Partnerships” mean EPE Unit L.P., EPE Unit II, L.P., EPE Unit III,
L.P., Enterprise Unit L.P., EPCO Unit L.P., TEPPCO Unit L.P., and TEPPCO Unit II
L.P., collectively, all of which are privately held affiliates of EPCO,
Inc.
References
to “EPCO” mean EPCO, Inc. and its wholly-owned privately held affiliates, which
are related parties to all of the foregoing named entities. Dan L.
Duncan is the Group Co-Chairman and controlling shareholder of
EPCO.
3
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
For
financial reporting purposes, Enterprise Products Partners consolidates the
balance sheet of Duncan Energy Partners L.P. (“Duncan Energy Partners”) with
that of its own. Enterprise Products Partners controls Duncan Energy
Partners through the ownership of its general partner, DEP Holdings, LLC (“DEP
GP”). Public ownership of Duncan Energy Partners’ net assets is
presented as a component of noncontrolling interest in our Unaudited
Supplemental Condensed Consolidated Balance Sheet. The borrowings of
Duncan Energy Partners are presented as part of our consolidated debt; however,
neither Enterprise Products Partners nor EPGP have any obligation for the
payment of interest or repayment of borrowings incurred by Duncan Energy
Partners.
Basis
of Presentation
General. EPGP
owns a 2% general partner interest in Enterprise Products Partners, which
conducts substantially all of its business. EPGP has no independent
operations and no material assets outside those of Enterprise Products
Partners. The number of reconciling items between our consolidated
balance sheet and that of Enterprise Products Partners are few. The
most significant difference is that relating to noncontrolling interest
ownership in our net assets by the limited partners of Enterprise Products
Partners, and the elimination of our investment in Enterprise Products Partners
with our underlying capital account in Enterprise Products
Partners.
Noncontrolling
Interests. Effective January 1, 2009, we adopted new
accounting guidance that has been codified under Accounting Standards
Codification (“ASC”) 810, Consolidation, which established accounting and
reporting standards for noncontrolling interests, which were previously
identified as minority interest in our Unaudited Condensed Consolidated Balance
Sheet. The new guidance requires, among other things, that
noncontrolling interests be presented as a component of equity on our Unaudited
Condensed Consolidated Balance Sheet (i.e., elimination of the “mezzanine”
presentation previously used for minority interest).
The
Unaudited Supplemental Condensed Consolidated Balance Sheet included in this
Exhibit 99.2 reflects the changes required under ASC 810. This
Unaudited Supplemental Condensed Consolidated Balance Sheet and Notes thereto
should be read in conjunction with the Audited Supplemental Consolidated Balance
Sheet and Notes thereto included in Exhibit 99.1 of this Current Report on Form
8-K.
TEPPCO
Merger. Since Enterprise Products Partners, TEPPCO and TEPPCO
GP are under common control of Mr. Duncan, the TEPPCO Merger was accounted for
at historical costs as a reorganization of entities under common control in a
manner similar to a pooling of interests. The inclusion of TEPPCO and
TEPPCO GP in our Unaudited Supplemental Condensed Consolidated Balance Sheet was
effective January 1, 2005 because an affiliate of EPCO under common control with
Enterprise Products Partners originally acquired ownership interests in TEPPCO
GP in February 2005.
Our
Unaudited Supplemental Condensed Consolidated Balance Sheet prior to the TEPPCO
Merger reflects the combined financial information of Enterprise Products
Partners, TEPPCO and TEPPCO GP on a 100% basis. Third party and
related party ownership interests in TEPPCO and TEPPCO GP prior to the merger
have been reflected as “Former owners of TEPPCO” a component of noncontrolling
interest.
Our
Unaudited Supplemental Condensed Consolidated Balance Sheet has been prepared in
accordance with U.S. generally accepted accounting principles
(“GAAP”). The balance sheets of TEPPCO and TEPPCO GP were prepared
from the separate accounting records maintained by TEPPCO and TEPPCO
GP. All intercompany balances and transactions were eliminated in
consolidation.
We
revised our business segments and related disclosures to reflect the TEPPCO
Merger. Our reorganized business segments reflect the manner in which
these businesses are managed and reviewed by the chief executive officer of
EPGP. Under our new business segment structure, we have five
reportable business segments: (i) NGL Pipelines & Services; (ii)
Onshore Natural Gas Pipelines & Services; (iii)
4
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Onshore
Crude Oil Pipelines & Services; (iv) Offshore Pipelines & Services; and
(v) Petrochemical & Refined Products Services.
Note
2. General Accounting Matters
Estimates
Preparing
our supplemental balance sheet in conformity with GAAP requires management to
make estimates and assumptions that affect amounts presented in the supplemental
balance sheet (e.g. assets and liabilities) and disclosures about contingent
assets and liabilities. Our actual results could differ from these
estimates. On an ongoing basis, management reviews its estimates
based on currently available information. Changes in facts and
circumstances may result in revised estimates.
Fair
Value Information
Cash and
cash equivalents and restricted cash, accounts receivable, accounts payable and
accrued expenses, and other current liabilities are carried at amounts which
reasonably approximate their fair values due to their short-term
nature. The estimated fair values of our fixed rate debt are based on
quoted market prices for such debt or debt of similar terms and
maturities. The carrying amounts of our variable rate debt
obligations reasonably approximate their fair values due to their variable
interest rates. See Note 4 for fair value information associated with
our derivative instruments. The following table presents the
estimated fair values of our financial instruments at September 30,
2009:
Carrying
|
Fair
|
|||||||
Financial
Instruments
|
Value
|
Value
|
||||||
Financial
assets:
|
||||||||
Cash
and cash equivalents and restricted cash
|
$ | 180.2 | $ | 180.2 | ||||
Accounts
receivable
|
2,589.2 | 2,589.2 | ||||||
Financial
liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
3,319.5 | 3,319.5 | ||||||
Other
current liabilities
|
263.5 | 263.5 | ||||||
Fixed-rate
debt (principal amount)
|
9,986.7 | 10,450.6 | ||||||
Variable-rate
debt
|
1,950.0 | 1,950.0 |
Recent
Accounting Developments
The
following information summarizes recently issued accounting guidance that will
or may affect our future balance sheets.
Generally
Accepted Accounting Principles. In June 2009,
the FASB published ASC 105, Generally Accepted Accounting Principles, as the
source of authoritative GAAP for U.S. companies. The ASC reorganized
GAAP into a topical format and significantly changes the way users research
accounting issues. For SEC registrants, the rules and interpretive
releases of the SEC under federal securities laws are also sources of
authoritative GAAP. References to specific GAAP now refer exclusively
to the ASC. We adopted the new codification on September 30,
2009.
Fair
Value Measurements. In April 2009,
the FASB issued ASC 820, Fair Value Measurements and Disclosures, to clarify
fair value accounting rules. This new accounting guidance establishes a
process to determine whether a market is active and a transaction is consummated
under distress. Companies should review several factors and use
professional judgment to ascertain if a formerly active market has become
inactive. When estimating fair value, companies are required to place more
weight on observable transactions in orderly markets. Our adoption of
this new guidance on June 30, 2009 did not have any impact on our supplemental
consolidated balance sheet or related disclosures.
5
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
In August
2009, the FASB issued Accounting Standards Update 2009-05, Measuring Liabilities
at Fair Value, to clarify how an entity should estimate the fair value of
liabilities. If a quoted price in an active market for an identical
liability is not available, a company must measure the fair value of the
liability using one of several valuation techniques (e.g., quoted prices for
similar liabilities or present value of cash flows). Our adoption of
this new guidance on October 1, 2009 did not have any impact on our supplemental
consolidated balance sheet or related disclosures.
Financial
Instruments. In April 2009,
the FASB issued ASC 825, Financial Instruments, which requires companies to
provide in each interim report both qualitative and quantitative information
regarding fair value estimates for financial instruments not recorded on the
balance sheet at fair value. Previously, this was only an annual
requirement. Apart from adding the required fair value disclosures
within this Note 2, our adoption of this new guidance on June 30, 2009 did not
have a material impact on our supplemental consolidated balance sheet or related
disclosures.
Subsequent
Events. In May 2009, the
FASB issued ASC 855, Subsequent Events, which governs the accounting for, and
disclosure of, events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. The
date through which an entity has evaluated subsequent events is now a required
disclosure. Our adoption of this guidance on June 30, 2009 did not
have any impact on our supplemental consolidated balance sheet.
Consolidation
of Variable Interest Entities. In June 2009,
the FASB amended consolidation guidance for variable interest entities (“VIEs”)
under ASC 810. VIEs are entities whose equity investors do not have
sufficient equity capital at risk such that the entity cannot finance its own
activities. When a business has a “controlling financial interest” in
a VIE, the assets, liabilities and profit or loss of that entity must be
consolidated. A business must also consolidate a VIE when that
business has a “variable interest” that (i) provides the business with the power
to direct the activities that most significantly impact the economic performance
of the VIE and (ii) funds most of the entity’s expected losses and/or receives
most of the entity’s anticipated residual returns. The amended
guidance:
§
|
eliminates
the scope exception for qualifying special-purpose
entities;
|
§
|
amends
certain guidance for determining whether an entity is a
VIE;
|
§
|
expands
the list of events that trigger reconsideration of whether an entity is a
VIE;
|
§
|
requires
a qualitative rather than a quantitative analysis to determine the primary
beneficiary of a VIE;
|
§
|
requires
continuous assessments of whether a company is the primary beneficiary of
a VIE; and
|
§
|
requires
enhanced disclosures about a company’s involvement with a
VIE.
|
The
amended guidance is effective for us on January 1, 2010. At September
30, 2009, we did not have any VIEs based on prior guidance. We are in
the process of evaluating the amended guidance; however, our adoption and
implementation of this guidance is not expected to have an impact on our
consolidated balance sheet.
Restricted
Cash
Restricted
cash represents amounts held in connection with our commodity derivative
instruments portfolio and related physical natural gas and NGL
purchases. Additional cash may be restricted to maintain this
portfolio as commodity prices fluctuate or deposit requirements
change. At September 30, 2009, our restricted cash amounts were
$102.8 million. See Note 4 for additional information regarding
derivative instruments and hedging activities.
6
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Subsequent
Events
We have
evaluated subsequent events through December 18, 2009, which is the date of we
filed this Exhibit 99.2 to Current Report on Form 8-K.
Note
3. Accounting for Equity Awards
Certain
key employees of EPCO participate in long-term incentive compensation plans
managed by EPCO. We record our pro rata share of such costs based on
the percentage of time each employee spends on our consolidated business
activities. Such awards were not material to our consolidated
financial position.
EPCO
1998 Long-Term Incentive Plan
The EPCO
1998 Long-Term Incentive Plan (“EPCO 1998 Plan”) provides for the issuance of up
to 7,000,000 of Enterprise Products Partners’ common units. After
giving effect to the issuance or forfeiture of option awards and restricted unit
awards through September 30, 2009, a total of 428,847 additional common units
could be issued under the EPCO 1998 Plan.
Unit
Option Awards. The following table presents option activity
under the EPCO 1998 Plan for the periods indicated:
Weighted-
|
||||||||||||||||
Weighted-
|
Average
|
|||||||||||||||
Average
|
Remaining
|
Aggregate
|
||||||||||||||
Number
of
|
Strike
Price
|
Contractual
|
Intrinsic
|
|||||||||||||
Units
|
(dollars/unit)
|
Term
(in years)
|
Value
(1)
|
|||||||||||||
Outstanding
at December 31, 2008
|
2,168,500 | $ | 26.32 | |||||||||||||
Granted
(2)
|
30,000 | $ | 20.08 | |||||||||||||
Exercised
|
(56,000 | ) | $ | 15.66 | ||||||||||||
Forfeited
|
(365,000 | ) | $ | 26.38 | ||||||||||||
Outstanding
at September 30, 2009
|
1,777,500 | $ | 26.54 | 4.6 | $ | 3.0 | ||||||||||
Options
exercisable at
|
||||||||||||||||
September
30, 2009
|
652,500 | $ | 23.71 | 4.7 | $ | 3.0 | ||||||||||
(1)
Aggregate
intrinsic value reflects fully vested unit options at September 30,
2009.
(2)
Aggregate
grant date fair value of these unit options issued during 2009 was $0.2
million based on the following assumptions: (i) a grant date market price
of Enterprise Products Partners’ common units of $20.08 per unit; (ii)
expected life of options of 5.0 years; (iii) risk-free interest rate of
1.81%; (iv) expected distribution yield on Enterprise Products Partners’
common units of 10%; and (v) expected unit price volatility on Enterprise
Products Partners’ common units of 72.76%.
|
The total
intrinsic value of option awards exercised during the three months ended
September 30, 2009 was $0.3 million. For the nine months ended
September 30, 2009, the total intrinsic value of option awards exercised was
$0.6 million.
During
the nine months ended September 30, 2009, we received cash of $0.5 million, from
the exercise of option awards granted under the EPCO 1998
Plan. Conversely, our option-related reimbursements to EPCO during
this period were $0.5 million.
7
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Restricted
Unit Awards. The following table summarizes information
regarding our restricted unit awards under the EPCO 1998 Plan for the periods
indicated:
Weighted-
|
||||||||
Average
Grant
|
||||||||
Number
of
|
Date
Fair Value
|
|||||||
Units
|
per Unit
(1)
|
|||||||
Restricted
units at December 31, 2008
|
2,080,600 | |||||||
Granted
(2)
|
1,016,950 | $ | 20.65 | |||||
Vested
|
(244,300 | ) | $ | 26.66 | ||||
Forfeited
|
(194,400 | ) | $ | 28.92 | ||||
Restricted
units at September 30, 2009
|
2,658,850 | |||||||
(1)
Determined
by dividing the aggregate grant date fair value of awards by the number of
awards issued. The weighted-average grant date fair value per unit
for forfeited and vested awards is determined before an allowance for
forfeitures.
(2)
Net
of forfeitures, aggregate grant date fair value of restricted unit awards
issued during 2009 was $21.0 million based on grant date market prices of
Enterprise Products Partners’ common units ranging from $20.08 to $27.66
per unit. Estimated forfeiture rates ranged between 4.6% and
17%.
|
The total
fair value of restricted unit awards that vested during the three and nine
months ended September 30, 2009 was $6.2 million and $6.5 million,
respectively.
Phantom
Unit Awards and Distribution Equivalent Rights. No phantom
unit awards or distribution equivalent rights have been issued as of September
30, 2009 under the EPCO 1998 Plan.
Enterprise
Products 2008 Long-Term Incentive Plan
The Enterprise Products 2008 Long-Term
Incentive Plan (“EPD 2008 LTIP”) provides for the issuance of up to 10,000,000
of Enterprise Products Partners’ common units. After giving effect to
the issuance or forfeiture of option awards through September 30, 2009, a total
of 7,865,000 additional common units could be issued under the EPD 2008
LTIP.
Unit
Option Awards. The following
table presents unit option activity under the EPD 2008 LTIP for the periods
indicated:
Weighted-
|
||||||||||||
Weighted-
|
Average
|
|||||||||||
Average
|
Remaining
|
|||||||||||
Number
of
|
Strike
Price
|
Contractual
|
||||||||||
Units
|
(dollars/unit)
|
Term
(in years)
|
||||||||||
Outstanding
at December 31, 2008
|
795,000 | $ | 30.93 | |||||||||
Granted
(1)
|
1,430,000 | $ | 23.53 | |||||||||
Forfeited
|
(90,000 | ) | $ | 30.93 | ||||||||
Outstanding at September 30,
2009 (2)
|
2,135,000 | $ | 25.97 | 4.9 | ||||||||
(1)
Net
of forfeitures, aggregate grant date fair value of these unit options
issued during 2009 was $6.5 million based on the following assumptions:
(i) a weighted-average grant date market price of Enterprise Products
Partners’ common units of $23.53 per unit; (ii) weighted-average expected
life of options of 4.9 years; (iii) weighted-average risk-free interest
rate of 2.14%; (iv) expected weighted-average distribution yield on
Enterprise Products Partners’ common units of 9.37%; (v) expected
weighted-average unit price volatility on Enterprise Products Partners’
common units of 57.11%. An estimated forfeiture rate of 17% was
applied to awards granted during 2009.
(2)
No
unit options were exercisable as of September 30, 2009.
|
Phantom
Unit Awards. There were a total of 10,600 phantom units
outstanding at September 30, 2009 under the EPD 2008 LTIP. These
awards cliff vest in 2011 and 2012. At September 30, 2009, we had
accrued an immaterial liability for compensation related to these phantom unit
awards.
8
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
DEP
GP Unit Appreciation Rights
At
September 30, 2009, we had a total of 90,000 outstanding unit appreciation
rights (“UARs”) granted to non-employee directors of DEP GP that cliff vest in
2012. If a director resigns prior to vesting, his UAR awards are
forfeited. At September 30, 2009, we had accrued an immaterial
liability for compensation related to these UARs.
TEPPCO
1999 Phantom Unit Retention Plan
There
were a total of 2,800 phantom units outstanding under the TEPPCO 1999 Phantom
Unit Retention Plan (“TEPPCO 1999 Plan”) at September 30, 2009, which cliff vest
in January 2010. During the first quarter of 2009, 2,800 phantom
units that were outstanding at December 31, 2008 under the TEPPCO 1999 Plan were
forfeited. Additionally, in April 2009, 13,000 phantom units vested,
resulting in a cash payment of $0.3 million. At September 30, 2009,
TEPPCO had accrued a liability balance of $0.1 million, for compensation related
to the TEPPCO 1999 Plan.
Effective
upon the consummation of the TEPPCO Merger (see Note 16), we assumed the
unvested phantom units outstanding on October 26, 2009 under the TEPPCO 1999
Plan and, based on the TEPPCO Merger exchange ratio, converted them into an
equivalent number of Enterprise Products Partners’ phantom units. The
vesting terms and other provisions remain unchanged.
TEPPCO
2000 Long-Term Incentive Plan
On
December 31, 2008, 11,300 phantom units vested and $0.2 million was paid out to
participants in the first quarter of 2009. There are no remaining
phantom units outstanding under the TEPPCO 2000 Long-Term Incentive
Plan.
TEPPCO
2005 Phantom Unit Plan
On
December 31, 2008, 36,600 phantom units vested and $0.6 million was paid out to
participants in the first quarter of 2009. There are no remaining phantom units
outstanding under the TEPPCO 2005 Phantom Unit Plan.
EPCO
2006 TPP Long-Term Incentive Plan
The EPCO
2006 TPP Long-Term Incentive Plan (“TEPPCO 2006 LTIP”) provides for the issuance
of up to 5,000,000 of TEPPCO’s units. After giving effect to the
issuance or forfeiture of unit options and restricted units through September
30, 2009, a total of 4,268,546 additional units of TEPPCO could be issued under
the TEPPCO 2006 LTIP. However, after giving effect to the TEPPCO
Merger, no additional units will be issued under the TEPPCO 2006 LTIP other than
our common units pursuant to awards we assumed under this plan in accordance
with the TEPPCO Merger agreements.
Effective
upon the consummation of the TEPPCO Merger (see Note 16), we assumed the
unvested awards outstanding on October 26, 2009 under the TEPPCO 2006 LTIP and,
based on the TEPPCO Merger exchange ratio, converted them into an equivalent
number of Enterprise Products Partners’ awards except for UARs and phantom unit
awards held by non-employee directors of TEPPCO GP which were settled in
cash. The vesting terms and other provisions remain
unchanged.
9
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
TEPPCO
Unit Options. The following table presents unit option
activity under the TEPPCO 2006 LTIP for the periods indicated:
Weighted-
|
||||||||||||
Weighted-
|
Average
|
|||||||||||
Average
|
Remaining
|
|||||||||||
Number
|
Strike
Price
|
Contractual
|
||||||||||
of Units
|
(dollars/unit)
|
Term
(in years)
|
||||||||||
Outstanding
at December 31, 2008
|
355,000 | $ | 40.00 | |||||||||
Granted
(1)
|
329,000 | $ | 24.84 | |||||||||
Forfeited
|
(205,000 | ) | $ | 33.45 | ||||||||
Outstanding at September 30,
2009 (2)
|
479,000 | $ | 32.39 | 4.5 | ||||||||
(1)
Net
of forfeitures, aggregate grant date fair value of these awards granted
during 2009 was $1.4 million based on the following assumptions: (i)
weighted-average expected life of the options of 4.8 years; (ii)
weighted-average risk-free interest rate of 2.1%; (iii) weighted-average
expected distribution yield on TEPPCO’s units of 11.3% and (iv)
weighted-average expected unit price volatility on TEPPCO’s units of
59.3%. An estimated forfeiture rate of 17% was applied to awards
granted during 2009.
(2)
No
unit options were exercisable as of September 30, 2009.
|
TEPPCO
Restricted Units. The following table
summarizes information regarding TEPPCO’s restricted unit awards under the
TEPPCO 2006 LTIP for the periods indicated:
Weighted-
|
||||||||
Average
Grant
|
||||||||
Number
of
|
Date
Fair Value
|
|||||||
Units
|
per Unit
(1)
|
|||||||
Restricted
units at December 31, 2008
|
157,300 | |||||||
Granted
(2)
|
141,950 | $ | 23.98 | |||||
Vested
|
(5,000 | ) | $ | 34.63 | ||||
Forfeited
|
(45,850 | ) | $ | 35.25 | ||||
Restricted
units at September 30, 2009
|
248,400 | |||||||
(1)
Determined
by dividing the aggregate grant date fair value of awards by the number of
awards issued. The weighted-average grant date fair value per unit
for forfeited awards is determined before an allowance for
forfeitures.
(2)
Net
of forfeitures, aggregate grant date fair value of restricted unit awards
issued during 2009 was $3.4 million based on grant date market prices of
TEPPCO’s units ranging from $28.81 to $34.40 per unit. An estimated
forfeiture rate of 17% was applied to awards granted during
2009.
|
The total
fair value of TEPPCO’s restricted unit awards that vested during the nine months
ended September 30, 2009 was $0.1 million.
TEPPCO
UARs and Phantom Units. At September 30, 2009, there were a
total of 95,654 UARs outstanding that had been granted under the TEPPCO 2006
LTIP to non-employee directors of TEPPCO GP and 265,160 UARs outstanding that
were granted to certain employees of EPCO who work on behalf of
TEPPCO. These UAR awards to employees are subject to five year cliff
vesting. If the employee resigns prior to vesting, their UAR awards
are forfeited. The UAR awards held by non-employee directors of
TEPPGO GP were settled in cash on the effective date of the TEPPCO
Merger.
As of
September 30, 2009, there were a total of 1,647 phantom unit awards outstanding
that had been granted under the TEPPCO 2006 LTIP to non-employee directors of
TEPPCO GP. The phantom unit awards were settled in cash on the
effective date of the TEPPCO Merger.
Employee
Partnerships
On
October 26, 2009, TEPPCO Unit was dissolved and its assets distributed to its
partners. Also on October 26, 2009, the 123,185 TEPPCO units held by
TEPPCO Unit II were exchanged for 152,749 of
10
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Enterprise
Products Partners’ common units in connection with the TEPPCO
Merger. See Note 16 for additional information regarding the TEPPCO
Merger.
Note
4. Derivative Instruments, Hedging Activities and Fair Value
Measurements
In the
course of our normal business operations, we are exposed to certain risks,
including changes in interest rates, commodity prices and, to a limited extent,
foreign exchange rates. In order to manage risks associated with
certain identifiable and anticipated transactions, we use derivative
instruments. Derivatives are financial instruments whose fair value
is determined by changes in a specified benchmark such as interest rates,
commodity prices or currency values. Typical derivative instruments
include futures, forward contracts, swaps and other instruments with similar
characteristics. Substantially all of our derivatives are used for
non-trading activities.
We are required to recognize derivative
instruments at fair value as either assets or liabilities on the balance
sheet. While all derivatives are required to be reported at fair
value on the balance sheet, changes in fair value of the derivative instruments
will be reported in different ways depending on the nature and effectiveness of
the hedging activities to which they are related. After meeting
specified conditions, a qualified derivative may be specifically designated as a
total or partial hedge of:
§
|
Changes
in the fair value of a recognized asset or liability, or an unrecognized
firm commitment.
|
§
|
Variable
cash flows of a forecasted
transaction.
|
§
|
Foreign
currency exposure, such as through an unrecognized firm
commitment.
|
An effective hedge is one in which the
change in fair value of a derivative instrument can be expected to offset 80% to
125% of changes in the fair value of a hedged item at inception and throughout
the life of the hedging relationship. The effective portion of a
hedge is the amount by which the derivative instrument exactly offsets the
change in fair value of the hedged item during the reporting
period. Conversely, ineffectiveness represents the change in the fair
value of the derivative instrument that does not exactly offset the change in
the fair value of the hedged item. Any ineffectiveness associated
with a hedge is recognized in earnings immediately. Ineffectiveness
can be caused by, among other things, changes in the timing of forecasted
transactions or a mismatch of terms between the derivative instrument and the
hedged item.
Interest
Rate Derivative Instruments
We utilize interest rate swaps,
treasury locks and similar derivative instruments to manage our exposure to
changes in the interest rates of certain consolidated debt
agreements. This strategy is a component in controlling our cost of
capital associated with such borrowings.
The following table summarizes our
interest rate derivative instruments outstanding at September 30, 2009, all of
which were designated
as hedging instruments under ASC 815-20, Hedging - General:
Number
and Type of
|
Notional
|
Period
of
|
Rate
|
Accounting
|
||||
Hedged
Transaction
|
Derivative
Employed
|
Amount
|
Hedge
|
Swap
|
Treatment
|
|||
Enterprise
Products Partners:
|
||||||||
Senior
Notes C
|
1
fixed-to-floating swap
|
$ | 100.0 |
1/04
to 2/13
|
6.4%
to 2.8%
|
Fair
value hedge
|
||
Senior
Notes G
|
3
fixed-to-floating swaps
|
$ | 300.0 |
10/04
to 10/14
|
5.6%
to 2.6%
|
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
|
||
Duncan
Energy Partners:
|
||||||||
Variable-interest
rate borrowings
|
3
floating-to-fixed swaps
|
$ | 175.0 |
9/07
to 9/10
|
0.3%
to 4.6%
|
Cash
flow hedge
|
11
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
At times,
we may use treasury lock derivative instruments to hedge the underlying U.S.
treasury rates related to forecasted issuances of debt.
During
the nine months ended September 30, 2009, we entered into three forward starting
interest rate swaps to hedge the underlying benchmark interest payments related
to the forecasted issuances of debt.
Number
and Type of
|
Notional
|
Period
of
|
Average
Rate
|
Accounting
|
||||||
Hedged
Transaction
|
Derivative
Employed
|
Amount
|
Hedge
|
Locked
|
Treatment
|
|||||
Future
debt offering
|
1
forward starting swap
|
$ | 50.0 |
6/10
to 6/20
|
3.3% |
Cash
flow hedge
|
||||
Future
debt offering
|
2
forward starting swaps
|
$ | 200.0 |
2/11
to 2/21
|
3.6% |
Cash
flow hedge
|
The fair market value of the forward
starting swaps was $8.1 million at September 30, 2009. We entered
into one additional forward starting swap for $50.0 million in October 2009 to
hedge the February 2011 to February 2021 future debt offering.
For
information regarding consolidated fair value amounts of interest rate
derivative instruments and related hedged items, see “Tabular Presentation of
Fair Value Amounts on Derivative Instruments and Related Hedged Items” within
this Note 4.
12
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Commodity
Derivative Instruments
The prices of natural gas, NGLs and
certain petrochemical products are subject to fluctuations in response to
changes in supply, demand, general market uncertainty and a variety of
additional factors that are beyond our control. In order to manage the price
risk associated with such products, we enter into commodity derivative
instruments such as forwards, basis swaps and futures contracts. The
following table summarizes our commodity derivative instruments outstanding at
September 30, 2009:
Volume
(1)
|
Accounting
|
||
Derivative
Purpose
|
Current
|
Long-Term
(2)
|
Treatment
|
Derivatives
designated as hedging instruments:
|
|||
Enterprise
Products Partners:
|
|||
Natural
gas processing:
|
|||
Forecasted
natural gas purchases for plant thermal reduction (“PTR”)
(3)
|
16.6
Bcf
|
n/a
|
Cash
flow hedge
|
Forecasted
NGL sales
|
1.0
MMBbls
|
n/a
|
Cash
flow hedge
|
Octane
enhancement:
|
|||
Forecasted
purchases of NGLs
|
0.1
MMBbls
|
n/a
|
Cash
flow hedge
|
Forecasted
sales of NGLs
|
n/a
|
0.1
MMBbls
|
Cash
flow hedge
|
Forecasted
sales of octane enhancement products
|
1.0
MMBbls
|
n/a
|
Cash
flow hedge
|
Natural
gas marketing:
|
|||
Natural
gas storage inventory management activities
|
7.2
Bcf
|
n/a
|
Fair
value hedge
|
Forecasted
purchases of natural gas
|
n/a
|
3.0
Bcf
|
Cash
flow hedge
|
Forecasted
sales of natural gas
|
4.2
Bcf
|
0.9
Bcf
|
Cash
flow hedge
|
NGL
marketing:
|
|||
Forecasted
purchases of NGLs and related hydrocarbon products
|
2.7
MMBbls
|
0.1
MMBbls
|
Cash
flow hedge
|
Forecasted
sales of NGLs and related hydrocarbon products
|
7.0
MMBbls
|
0.4
MMBbls
|
Cash
flow hedge
|
Derivatives
not designated as hedging instruments:
|
|||
Enterprise
Products Partners:
|
|||
Natural
gas risk management activities (4) (5)
|
313.3
Bcf
|
34.4
Bcf
|
Mark-to-market
|
Crude
oil risk management activities (6)
|
4.7
MMBbls
|
n/a
|
Mark-to-market
|
Duncan
Energy Partners:
|
|||
Natural
gas risk management activities (5)
|
1.7
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
2012.
(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. See the discussion below for the primary objective
of this strategy.
(4)
Volume
includes approximately 61.8 billion cubic feet (“Bcf”) of physical
derivative instruments that are predominantly priced as an index plus a
premium or minus a discount.
(5)
Reflects
the use of derivative instruments to manage risks associated with natural
gas transportation, processing and storage assets.
(6)
Reflects
the use of derivative instruments to manage risks associated with our
portfolio of crude oil storage
assets.
|
The table
above does not include additional hedges of forecasted NGL sales executed under
contracts that have been designated as normal purchase and sale
agreements. At September 30, 2009, the volume hedged under
these contracts was 4.6 million barrels (“MMBbls”).
Certain of our derivative instruments
do not meet hedge accounting requirements; therefore, they are accounted for as
economic hedges using mark-to-market accounting.
Our three
predominant hedging strategies are hedging natural gas processing margins,
hedging anticipated future sales of NGLs associated with volumes held in
inventory and hedging the fair value of natural gas in
inventory.
13
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
The
objective of our natural gas processing strategy is to hedge a level of gross
margins associated with the NGL forward sales contracts (i.e., NGL sales
revenues less actual costs for PTR and the gain or loss on the PTR hedge) by
locking in the cost of natural gas used for PTR through the use of commodity
derivative instruments. This program consists of:
§
|
the
forward sale of a portion of our expected equity NGL production at fixed
prices through December 2009, and
|
§
|
the
purchase, using commodity derivative instruments, of the amount of natural
gas expected to be consumed as PTR in the production of such equity NGL
production.
|
The objective of our NGL sales hedging
program is to hedge future sales of NGL inventory by locking in the sales price
through the use of 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.
For
information regarding consolidated fair value amounts of commodity derivative
instruments and related hedged items, see “Tabular Presentation of Fair Value
Amounts on Derivative Instruments and Related Hedged Items” within this Note
4.
Foreign
Currency Derivative Instruments
We are exposed to foreign currency
exchange risk in connection with our NGL and natural gas marketing activities in
Canada. As a result, we could be adversely affected by fluctuations
in currency rates between the U.S. dollar and Canadian dollar. In
order to manage this risk, we may enter into foreign exchange purchase contracts
to lock in the exchange rate. Prior to 2009, these derivative
instruments were accounted for using mark-to-market
accounting. Beginning with the first quarter of 2009, the long-term
transactions (more than two months) are accounted for as cash flow
hedges. Shorter term transactions are accounted for using
mark-to-market accounting.
In addition, we were exposed to foreign
currency exchange risk in connection with a term loan denominated in Japanese
yen (see Note 10). We entered into this loan agreement in November
2008 and the loan matured in March 2009. The derivative instrument
used to hedge this risk was accounted for as a cash flow hedge and settled upon
repayment of the loan.
At
September 30, 2009, we had foreign currency derivative instruments outstanding
with a notional amount of $5.5 million Canadian. The fair market
value of these instruments was an asset of $0.3 million at September 30,
2009.
For
information regarding consolidated fair value amounts of foreign currency
derivative instruments and related hedged items, see “Tabular Presentation of
Fair Value Amounts on Derivative Instruments and Related Hedged Items” within
this Note 4.
Credit-Risk
Related Contingent Features in Derivative Instruments
A
limited number of our commodity derivative instruments include provisions
related to credit ratings and/or adequate assurance clauses. A credit
rating provision provides for a counterparty to demand immediate full or partial
payment to cover a net liability position upon the loss of a stipulated credit
rating. An adequate assurance clause provides for a counterparty to demand
immediate full or partial payment to cover a net liability position should
reasonable grounds for insecurity arise with respect to contractual performance
by either party. At September 30, 2009, the aggregate fair value of
our over-the-counter derivative instruments in a net liability position was $5.7
million, the total of which was subject to a credit
14
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
rating
contingent feature. If our credit ratings were downgraded to Ba2/BB,
approximately $5.0 million would be payable as a margin deposit to the
counterparties, and if our credit ratings were downgraded to Ba3/BB- or below,
approximately $5.7 million would be payable as a margin deposit to the
counterparties. Currently, no margin is required to be
deposited. The potential for derivatives with contingent features to
enter a net liability position may change in the future as positions and prices
fluctuate.
Tabular
Presentation of Fair Value Amounts on Derivative Instruments and Related Hedged
Items
The
following table provides a balance sheet overview of our derivative assets and
liabilities at September 30, 2009:
Asset
Derivatives
|
Liability
Derivatives
|
|||||||||
Balance
Sheet
|
Fair
|
Balance
Sheet
|
Fair
|
|||||||
Location
|
Value
|
Location
|
Value
|
|||||||
Derivatives designated as hedging
instruments:
|
||||||||||
Interest
rate derivatives
|
Derivative
assets
|
$ | 23.2 |
Derivative
liabilities
|
$ | 6.0 | ||||
Interest
rate derivatives
|
Other
assets
|
33.4 |
Other
liabilities
|
2.0 | ||||||
Total
interest rate derivatives
|
56.6 | 8.0 | ||||||||
Commodity
derivatives
|
Derivative
assets
|
51.9 |
Derivative
liabilities
|
133.2 | ||||||
Commodity
derivatives
|
Other
assets
|
0.2 |
Other
liabilities
|
2.1 | ||||||
Total
commodity derivatives (1)
|
52.1 | 135.3 | ||||||||
Foreign
currency derivatives (2)
|
Derivative
assets
|
0.3 |
Derivative
liabilities
|
-- | ||||||
Total
derivatives designated as
|
||||||||||
hedging
instruments
|
$ | 109.0 | $ | 143.3 | ||||||
Derivatives not designated as hedging
instruments:
|
||||||||||
Commodity
derivatives
|
Derivative
assets
|
$ | 124.1 |
Derivative
liabilities
|
$ | 125.4 | ||||
Commodity
derivatives
|
Other
assets
|
1.1 |
Other
liabilities
|
2.4 | ||||||
Total
commodity derivatives
|
125.2 | 127.8 | ||||||||
Total
derivatives not designated as
|
||||||||||
hedging
instruments
|
$ | 125.2 | $ | 127.8 | ||||||
(1)
Represent
commodity derivative instrument transactions that either have 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.
(2)
Relates
to the hedging of our exposure to fluctuations in the foreign currency
exchange rate related to our Canadian NGL marketing
subsidiary.
|
Fair
Value Measurements
Fair
value is defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at a
specified measurement date. Our fair value estimates are based on
either (i) actual market data or (ii) assumptions that other market participants
would use in pricing an asset or liability, including estimates of risk.
Recognized valuation techniques employ inputs such as product prices, operating
costs, discount factors and business growth rates. These inputs may
be either readily observable, corroborated by market data or generally
unobservable. In developing our estimates of fair value, we endeavor
to utilize the best information available and apply market-based data to the
extent possible. Accordingly, we utilize valuation techniques (such
as the market approach) that maximize the use of observable inputs and minimize
the use of unobservable inputs.
15
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
A
three-tier hierarchy has been established that classifies fair value amounts
recognized or disclosed in the financial statements based on the observability
of inputs used to estimate such fair values. The hierarchy considers fair value
amounts based on observable inputs (Levels 1 and 2) to be more reliable and
predictable than those based primarily on unobservable inputs (Level 3). At each
balance sheet reporting date, we categorize our financial assets and liabilities
using this hierarchy.
The
characteristics of fair value amounts classified within each level of the
hierarchy are described as follows:
§
|
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 primarily consist
of financial assets and liabilities such as exchange-traded commodity
financial 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 are (i) 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 financial instruments such as
forwards, swaps and other instruments transacted on an exchange or over
the counter. The fair values of these derivatives are based on
observable price quotes for similar products and locations. The
value of our interest rate derivatives are valued by using appropriate
financial models with 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 the reporting
entity’s own 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 in the circumstances, which might include the reporting entity’s
internally developed data. The reporting entity must not ignore
information about market participant assumptions that is reasonably
available without undue cost and effort. Level 3 inputs are
typically used in connection with internally developed valuation
methodologies where management makes its best estimate of an instrument’s
fair value. Our Level 3 fair values largely consist of ethane
and normal butane-based contracts with a range of two to twelve months in
term. We rely on broker quotes for these
products.
|
16
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
The
following table sets forth, by level within the fair value hierarchy, our
financial assets and liabilities measured on a recurring basis at September 30,
2009. These financial assets and liabilities are classified in their
entirety based on the lowest level of input that is significant to the fair
value measurement. Our assessment of the significance of a particular
input to the fair value measurement requires judgment and may affect the
valuation of the fair value assets and liabilities, in addition to their
placement within the fair value hierarchy levels.
Level
1
|
Level
2
|
Level
3
|
Total
|
|||||||||||||
Financial
assets:
|
||||||||||||||||
Interest
rate derivative instruments
|
$ | -- | $ | 56.6 | $ | -- | $ | 56.6 | ||||||||
Commodity
derivative instruments
|
10.9 | 153.3 | 13.1 | 177.3 | ||||||||||||
Foreign
currency derivative instruments
|
-- | 0.3 | -- | 0.3 | ||||||||||||
Total
|
$ | 10.9 | $ | 210.2 | $ | 13.1 | $ | 234.2 | ||||||||
Financial
liabilities:
|
||||||||||||||||
Interest
rate derivative instruments
|
$ | -- | $ | 8.0 | $ | -- | $ | 8.0 | ||||||||
Commodity
derivative instruments
|
36.7 | 212.6 | 13.8 | 263.1 | ||||||||||||
Total
|
$ | 36.7 | $ | 220.6 | $ | 13.8 | $ | 271.1 |
The
following table sets forth a reconciliation of changes in the fair value of our
Level 3 financial assets and liabilities since December 31, 2008:
Balance,
January 1
|
$ | 32.4 | ||
Total
gains (losses) included in:
|
||||
Net
income
|
12.9 | |||
Other
comprehensive income (loss)
|
1.5 | |||
Purchases,
issuances, settlements
|
(12.3 | ) | ||
Balance,
March 31
|
34.5 | |||
Total
gains (losses) included in:
|
||||
Net
income
|
7.7 | |||
Other
comprehensive income
|
(23.1 | ) | ||
Purchases,
issuances, settlements
|
(8.1 | ) | ||
Transfer
in/out of Level 3
|
(0.2 | ) | ||
Balance,
June 30
|
10.8 | |||
Total
gains (losses) included in:
|
||||
Net
income
|
7.6 | |||
Other
comprehensive income
|
(10.1 | ) | ||
Purchases,
issuances, settlements
|
(6.7 | ) | ||
Transfer
in/out of Level 3
|
(2.3 | ) | ||
Balance,
September 30
|
$ | (0.7 | ) |
Nonfinancial
Assets and Liabilities
Certain
nonfinancial assets and liabilities are measured at fair value on a nonrecurring
basis and are subject to fair value adjustments in certain circumstances (e.g.,
when there is evidence of impairment). The following table presents the
estimated fair value of certain assets carried on our Unaudited Supplemental
Condensed Consolidated Balance Sheet by caption for which a nonrecurring change
in fair value has been recorded during the nine months ended September 30,
2009:
Level
3
|
Impairment
Charges
|
|||||||
Property,
plant and equipment (see Note 6)
|
$ | 21.9 | $ | 20.6 | ||||
Intangible
assets (see Note 9)
|
0.6 | 0.6 | ||||||
Goodwill
(see Note 9)
|
-- | 1.3 | ||||||
Other
current assets
|
1.0 | 2.1 | ||||||
Total
|
$ | 23.5 | $ | 24.6 |
Using appropriate valuation techniques,
we adjusted the carrying value of certain river terminal and marine barge assets
to $20.5 million and recorded a non-cash impairment charge of $21.0 million
17
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
during
the third quarter of 2009. In addition, we recorded an impairment
charge of $1.3 million related to goodwill. The fair value adjustment
was allocated to property, plant and equipment, intangible assets and other
current assets. The current level of throughput volumes at certain
river terminals and the suspension of three new proposed river terminals were
contributing factors that led to the impairment charges associated with the
terminal assets. A determination that certain marine barges were
obsolete resulted in the remaining impairment charges. Our fair value
estimates for the terminal and marine assets were based primarily on an
evaluation of the future cash flows associated with each asset. See
Note 14 for information regarding a related $28.7 million charge for contractual
obligations associated with the terminal assets.
Using
appropriate valuation techniques, we adjusted the carrying value of an idle
river terminal to $3.0 million and recorded a non-cash impairment charge of $2.3
million during the second quarter of 2009. The fair value
adjustment was allocated to plant, property and equipment.
Note
5. Inventories
Our inventory amounts were as follows
at September 30, 2009:
Working
inventory (1)
|
$ | 533.3 | ||
Forward
sales inventory (2)
|
687.3 | |||
Total
inventory
|
$ | 1,220.6 | ||
(1)
Working
inventory is comprised of inventories of natural gas, crude oil, refined
products, lubrication oils, NGLs 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, crude oil and NGL
volumes dedicated to the fulfillment of forward sales contracts. As a
result of energy market conditions, we significantly increased our
physical inventory purchases and related forward physical sales
commitments during 2009. In general, the significant increase in
volumes dedicated to forward physical sales contracts improves the overall
utilization and profitability of our fee-based assets.
|
Our
inventory values reflect payments for product purchases, freight charges
associated with such purchase volumes, terminal and storage fees, vessel
inspection costs, demurrage charges and other related
costs. Inventories are valued at the lower of average cost or
market.
Due to
fluctuating commodity prices, we recognize lower of average cost or market
(“LCM”) adjustments when the carrying value of our available-for-sale
inventories exceed their net realizable value. LCM adjustments may be
mitigated or offset through the use of commodity hedging instruments to the
extent such instruments affect net realizable value. See Note 4 for a
description of our commodity hedging activities.
18
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Note
6. Property, Plant and Equipment
Our
property, plant and equipment values and accumulated depreciation balances were
as follows at September 30, 2009:
Estimated
|
|||||||
Useful
Life
|
|||||||
in
Years
|
|||||||
Plants
and pipelines (1)
|
3-45 (5) | $ | 16,958.5 | ||||
Underground
and other storage facilities (2)
|
5-40 (6) | 1,254.9 | |||||
Platforms
and facilities (3)
|
20-31 | 637.6 | |||||
Transportation
equipment (4)
|
3-10 | 56.3 | |||||
Marine
vessels
|
20-30 | 527.0 | |||||
Land
|
260.2 | ||||||
Construction
in progress
|
1,226.8 | ||||||
Total
|
20,921.3 | ||||||
Less
accumulated depreciation
|
3,624.3 | ||||||
Property,
plant and equipment, net
|
$ | 17,297.0 | |||||
(1)
Plants
and pipelines include processing plants; NGL, petrochemical, crude oil and
natural gas 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;
storage tanks; water wells; and related assets.
(3)
Platforms
and facilities include offshore platforms and related facilities and other
associated assets.
(4)
Transportation
equipment includes vehicles and similar assets used in our
operations.
(5)
In
general, the estimated useful lives of major components of this category
are as follows: processing plants, 20-35 years; pipelines and related
equipment, 18-45 years (with some equipment at 5 years); terminal
facilities, 10-35 years; delivery facilities, 20-40 years; office
furniture and equipment, 3-20 years; buildings, 20-40 years; and
laboratory and shop equipment, 5-35 years.
(6)
In
general, the estimated useful lives of major components of this category
are as follows: underground storage facilities, 20-35 years (with
some components at 5 years); storage tanks, 10-40 years; and water wells,
25-35 years (with some components at 5 years).
|
We recorded $11.4 million and $39.5
million in capitalized interest during the three and nine months ended September
30, 2009.
In August
2008, our wholly owned subsidiaries, together with Oiltanking Holding Americas,
Inc. (“Oiltanking”) formed the Texas Offshore Port System partnership
(“TOPS”). Effective April 16, 2009, our wholly owned subsidiaries
dissociated from TOPS.
TOPS was
a consolidated subsidiary of ours prior to the dissociation. The effect of
deconsolidation was to remove the accounts of TOPS, including Oiltanking’s
noncontrolling interest of $33.4 million, from our books and records, after
reflecting the $68.4 million aggregate write-off of the investment.
Asset
Retirement Obligations
Asset
retirement obligations (“AROs”) are legal obligations associated with the
retirement of certain tangible long-lived assets that result from acquisitions,
construction, development and/or normal operations. The following
table presents information regarding our AROs since December 31,
2008.
ARO
liability balance, December 31, 2008
|
$ | 42.2 | ||
Liabilities
incurred
|
0.4 | |||
Liabilities
settled
|
(15.2 | ) | ||
Revisions
in estimated cash flows
|
23.6 | |||
Accretion
expense
|
2.1 | |||
ARO
liability balance, September 30, 2009
|
$ | 53.1 |
19
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
The
increase in our ARO liability balance during 2009 primarily reflects revised
estimates of the cost to comply with regulatory abandonment obligations
associated with our offshore facilities in the Gulf of Mexico. Our
consolidated property, plant and equipment at September 30, 2009 includes $26.3
million, of asset retirement costs capitalized as an increase in the associated
long-lived asset.
Note
7. Investments in Unconsolidated Affiliates
We own
interests in a number of related businesses that are accounted for using the
equity method of accounting. Our investments in unconsolidated
affiliates are grouped according to the business segment to which they
relate. See Note 12 for a general discussion of our business
segments. The following table shows our investments in unconsolidated
affiliates at September 30, 2009.
Ownership
|
|||||||
Percentage
|
|||||||
NGL
Pipelines & Services:
|
|||||||
Venice
Energy Service Company, L.L.C.
|
13.1% | $ | 33.1 | ||||
K/D/S
Promix, L.L.C. (“Promix”)
|
50% | 47.8 | |||||
Baton
Rouge Fractionators LLC
|
32.2% | 23.6 | |||||
Skelly-Belvieu
Pipeline Company, L.L.C. (“Skelly-Belvieu”)
|
49% | 37.4 | |||||
Onshore
Natural Gas Pipelines & Services:
|
|||||||
Evangeline
(1)
|
49.5% | 5.4 | |||||
White
River Hub, LLC
|
50% | 27.1 | |||||
Onshore
Crude Oil Pipelines & Services:
|
|||||||
Seaway
Crude Pipeline Company (“Seaway”)
|
50% | 181.0 | |||||
Offshore
Pipelines & Services:
|
|||||||
Poseidon
Oil Pipeline, L.L.C. (“Poseidon”)
|
36% | 61.3 | |||||
Cameron
Highway Oil Pipeline Company (“Cameron Highway”)
|
50% | 243.2 | |||||
Deepwater
Gateway, L.L.C.
|
50% | 102.8 | |||||
Neptune
Pipeline Company, L.L.C. (“Neptune”)
|
25.7% | 54.4 | |||||
Nemo
Gathering Company, LLC
|
33.9% | -- | |||||
Petrochemical
& Refined Products Services:
|
|||||||
Baton
Rouge Propylene Concentrator, LLC
|
30% | 11.4 | |||||
La
Porte (2)
|
50% | 3.5 | |||||
Centennial
Pipeline LLC (“Centennial”)
|
50% | 66.8 | |||||
Other
|
25% | 0.5 | |||||
Total
|
$ | 899.3 | |||||
(1)
Refers
to our ownership interests in Evangeline Gas Pipeline Company, L.P. and
Evangeline Gas Corp., collectively.
(2)
Refers
to our ownership interests in La Porte Pipeline Company, L.P. and La Porte
GP, LLC, collectively.
|
At
September 30, 2009, our investments in Promix, Skelly-Belvieu, La Porte,
Neptune, Poseidon, Cameron Highway, Seaway and Centennial included excess cost
amounts totaling $70.5 million, all of which were attributable to the fair value
of the underlying tangible assets of these entities exceeding their book
carrying values at the time of our acquisition of interests in these
entities.
Note
8. Business Combinations
In May
2009, we acquired certain rail and truck terminal facilities located in Mont
Belvieu, Texas from Martin Midstream Partners L.P (“Martin”). Cash
consideration paid for this business combination was $23.7 million, all of which
was recorded as additions to property, plant and equipment. We used
our revolving credit facility to finance this acquisition.
In June 2009, TEPPCO expanded its
marine transportation business with the acquisition of 19 tow boats and 28 tank
barges from TransMontaigne Product Services Inc. for $50.0 million in
cash. The
20
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
acquired
vessels provide marine vessel fueling services for cruise liners and cargo
ships, referred to as bunkering, and other ship-assist services and transport
fuel oil for electric generation plants. The newly acquired assets
are generally supported by contracts that have a three to five year term and are
based primarily in Miami, Florida, with additional assets located in Mobile,
Alabama, and Houston, Texas. The cost of the acquisition has been
recorded as property, plant and equipment based on estimated fair
values. We used TEPPCO's revolving credit facility to finance this
acquisition.
These
acquisitions were accounted for as business combinations using the acquisition
method of accounting. All of the assets acquired in these
transactions were recognized at their acquisition-date fair
values. Such fair values have been developed using recognized
business valuation techniques.
Note
9. Intangible Assets and Goodwill
Identifiable
Intangible Assets
The
following table summarizes our intangible assets by segment at September 30,
2009:
Gross
|
Accum.
|
Carrying
|
||||||||||
Value
|
Amort.
|
Value
|
||||||||||
NGL
Pipelines & Services:
|
||||||||||||
Customer
relationship intangibles
|
$ | 237.4 | $ | (82.2 | ) | $ | 155.2 | |||||
Contract-based
intangibles
|
320.5 | (151.7 | ) | 168.8 | ||||||||
Subtotal
|
557.9 | (233.9 | ) | 324.0 | ||||||||
Onshore
Natural Gas Pipelines & Services:
|
||||||||||||
Customer
relationship intangibles
|
372.0 | (119.1 | ) | 252.9 | ||||||||
Gas
gathering agreements
|
464.0 | (234.1 | ) | 229.9 | ||||||||
Contract-based
intangibles
|
101.3 | (43.1 | ) | 58.2 | ||||||||
Subtotal
|
937.3 | (396.3 | ) | 541.0 | ||||||||
Onshore
Crude Oil Pipelines & Services:
|
||||||||||||
Contract-based
intangibles
|
10.0 | (3.4 | ) | 6.6 | ||||||||
Subtotal
|
10.0 | (3.4 | ) | 6.6 | ||||||||
Offshore
Pipelines & Services:
|
||||||||||||
Customer
relationship intangibles
|
205.8 | (101.8 | ) | 104.0 | ||||||||
Contract-based
intangibles
|
1.2 | (0.2 | ) | 1.0 | ||||||||
Subtotal
|
207.0 | (102.0 | ) | 105.0 | ||||||||
Petrochemical
& Refined Products Services:
|
||||||||||||
Customer
relationship intangibles
|
104.6 | (17.6 | ) | 87.0 | ||||||||
Contract-based
intangibles
|
42.0 | (12.4 | ) | 29.6 | ||||||||
Subtotal
|
146.6 | (30.0 | ) | 116.6 | ||||||||
Total
|
$ | 1,858.8 | $ | (765.6 | ) | $ | 1,093.2 |
Goodwill
Goodwill
represents the excess of the purchase price of an acquired business over the
amounts assigned to assets acquired and liabilities assumed in the
transaction. We do not amortize goodwill; however, we test goodwill
for impairment annually, or more frequently if circumstances indicate that it is
more likely than not that the fair value of goodwill is less than its carrying
value. The following table summarizes our goodwill amounts by business segment
at September 30, 2009:
NGL
Pipelines & Services
|
$ | 341.2 | ||
Onshore
Natural Gas Pipelines & Services
|
284.9 | |||
Onshore
Crude Oil Pipelines & Services
|
303.0 | |||
Offshore
Pipelines & Services
|
82.1 | |||
Petrochemical
& Refined Products Services
|
1,007.1 | |||
Total
|
$ | 2,018.3 |
21
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Note
10. Debt Obligations
Our
consolidated debt obligations consisted of the following at September 30,
2009:
EPO
senior debt obligations:
|
||||
Multi-Year
Revolving Credit Facility, variable rate, due November
2012
|
$ | 638.0 | ||
Pascagoula
MBFC Loan, 8.70% fixed-rate, due March 2010 (1)
|
54.0 | |||
Petal
GO Zone Bonds, variable rate, due August 2037
|
57.5 | |||
Yen
Term Loan, 4.93% fixed-rate, due March 2009 (2)
|
-- | |||
Senior
Notes B, 7.50% fixed-rate, due February 2011
|
450.0 | |||
Senior
Notes C, 6.375% fixed-rate, due February 2013
|
350.0 | |||
Senior
Notes D, 6.875% fixed-rate, due March 2033
|
500.0 | |||
Senior
Notes F, 4.625% fixed-rate, due October 2009 (1)
|
500.0 | |||
Senior
Notes G, 5.60% fixed-rate, due October 2014
|
650.0 | |||
Senior
Notes H, 6.65% fixed-rate, due October 2034
|
350.0 | |||
Senior
Notes I, 5.00% fixed-rate, due March 2015
|
250.0 | |||
Senior
Notes J, 5.75% fixed-rate, due March 2035
|
250.0 | |||
Senior
Notes K, 4.950% fixed-rate, due June 2010 (1)
|
500.0 | |||
Senior
Notes L, 6.30% fixed-rate, due September 2017
|
800.0 | |||
Senior
Notes M, 5.65% fixed-rate, due April 2013
|
400.0 | |||
Senior
Notes N, 6.50% fixed-rate, due January 2019
|
700.0 | |||
Senior
Notes O, 9.75% fixed-rate, due January 2014
|
500.0 | |||
Senior
Notes P, 4.60% fixed-rate, due August 2012
|
500.0 | |||
TEPPCO
senior debt obligations: (3)
|
||||
TEPPCO
Revolving Credit Facility, variable rate, due December
2012
|
791.7 | |||
TEPPCO
Senior Notes, 7.625% fixed-rate, due February 2012
|
500.0 | |||
TEPPCO
Senior Notes, 6.125% fixed-rate, due February 2013
|
200.0 | |||
TEPPCO
Senior Notes, 5.90% fixed-rate, due April 2013
|
250.0 | |||
TEPPCO
Senior Notes, 6.65% fixed-rate, due April 2018
|
350.0 | |||
TEPPCO
Senior Notes, 7.55% fixed-rate, due April 2038
|
400.0 | |||
Duncan
Energy Partners’ debt obligations:
|
||||
DEP
Revolving Credit Facility, variable rate, due February
2011
|
180.5 | |||
DEP
Term Loan, variable rate, due December 2011
|
282.3 | |||
Total
principal amount of senior debt obligations
|
10,404.0 | |||
EPO
Junior Subordinated Notes A, fixed/variable rate, due August
2066
|
550.0 | |||
EPO
Junior Subordinated Notes B, fixed/variable rate, due January
2068
|
682.7 | |||
TEPPCO
Junior Subordinated Notes, fixed/variable rate, due June
2067
|
300.0 | |||
Total
principal amount of senior and junior debt obligations
|
11.936.7 | |||
Other,
non-principal amounts:
|
||||
Change
in fair value of debt-related derivative instruments
|
47.6 | |||
Unamortized
discounts, net of premiums
|
(12.1 | ) | ||
Unamortized
deferred net gains related to terminated interest rate
swaps
|
27.0 | |||
Total
other, non-principal amounts
|
62.5 | |||
Total
long-term debt
|
$ | 11,999.2 | ||
Letters
of credit outstanding
|
$ | 109.3 | ||
(1)
In
accordance with ASC 470, Debt, long-term and current maturities of debt
reflect the classification of such obligations at September 30, 2009 after
taking into consideration EPO’s (i) $1.1 billion issuance of Senior Notes
in October 2009 and (ii) ability to use available borrowing capacity under
its Multi-Year Revolving Credit Facility.
(2)
The
Yen Term Loan matured on March 30, 2009.
(3)
In
October 2009, EPO completed an exchange offer for TEPPCO notes (see
below).
|
Parent-Subsidiary
Guarantor Relationships
Enterprise
Products Partners L.P. acts as guarantor of the consolidated debt obligations of
EPO with the exception of the DEP Revolving Credit Facility and the DEP Term
Loan. If EPO were to default on any of its guaranteed debt,
Enterprise Products Partners L.P. would be responsible for full repayment of
that obligation.
22
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Letters
of Credit
At
September 30, 2009, EPO had an outstanding $50.0 million letter of credit
relating to its commodity derivative instruments and a $58.3 million letter of
credit related to its Petal GO Zone Bonds. These letter of credit
facilities do not reduce the amount available for borrowing under EPO’s credit
facilities. In addition, at September 30, 2009, Duncan Energy
Partners had an outstanding letter of credit in the amount of $1.0 million which
reduces the amount available for borrowing under its credit
facility.
EPO’s
Debt Obligations
Apart
from that discussed below, there have been no significant changes in the terms
of our debt obligations since those reported in this Current Report on Form 8-K
under Exhibit 99.1.
$200.0
Million Term Loan. In April 2009,
EPO entered into a $200.0 Million Term Loan, which was subsequently repaid and
terminated in June 2009 using funds from the issuance of Senior Notes P (see
below).
Senior
Notes P. In June 2009,
EPO issued $500.0 million in principal amount of 3-year senior unsecured notes
(“Senior Notes P”). Senior Notes P were issued at 99.95% of their
principal amount, have a fixed interest rate of 4.60% and mature on August 1,
2012. Net proceeds from the issuance of Senior Notes P were used (i)
to repay amounts borrowed under the $200 Million Term Loan, (ii) to temporarily
reduce borrowings outstanding under EPO’s Multi-Year Revolving Credit Facility
and (iii) for general partnership purposes.
Senior
Notes P rank equal with EPO’s existing and future unsecured and unsubordinated
indebtedness. They are senior to any existing and future subordinated
indebtedness of EPO. Senior Notes P are subject to make-whole
redemption rights and were issued under indentures containing certain covenants,
which generally restrict EPO’s ability, with certain exceptions, to incur debt
secured by liens and engage in sale and leaseback transactions.
364-Day
Revolving Credit Facility. In November 2008, EPO executed
a standby 364-Day Revolving Credit Agreement (the “364-Day Facility”) that had a
borrowing capacity of $375.0 million. The 364-Day Facility was
terminated in June 2009 under its terms as a result of the issuance of Senior
Notes P. No amounts were borrowed under this standby facility through
its termination date.
Senior
Notes Q and R. In October 2009,
EPO issued $500.0 million in principal amount of 10-year senior unsecured notes
(“Senior Notes Q”) and $600.0 million in principal amount of 30-year senior
unsecured notes (“Senior Notes R”). EPO used a portion of the net
proceeds it received from the issuance of Senior Notes Q and R to repay its
$500.0 million in principal amount unsecured notes (“Senior Notes F”) that
matured in October 2009. See Note 16 for additional information
regarding these debt issuances.
TEPPCO’s
Debt Obligations
Exchange
Offers for TEPPCO Notes. In September
2009, EPO commenced offers to exchange all outstanding notes issued by TEPPCO
for a corresponding series of new notes to be issued by EPO and guaranteed by
Enterprise Products Partners L.P. The aggregate principal amount of
the TEPPCO notes subject to the exchange was $2 billion. The exchange
offer was completed on October 27, 2009, resulting in the exchange of
approximately $1.95 billion of new EPO notes for existing TEPPCO
notes. See Note 16 for additional information regarding this exchange
offer.
Upon the
consummation of the TEPPCO Merger, EPO repaid and terminated indebtedness under
the TEPPCO Revolving Credit Facility.
23
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Dixie
Revolving Credit Facility
The Dixie Revolving Credit Facility was
terminated in January 2009.
Covenants
We were
in compliance with the covenants of our consolidated debt agreements at
September 30, 2009.
Information
Regarding Variable Interest Rates Paid
The
following table shows the weighted-average interest rate paid on our
consolidated variable-rate debt obligations during the nine months ended
September 30, 2009.
Weighted-Average
|
|
Interest
Rate
|
|
Paid
|
|
EPO’s
Multi-Year Revolving Credit Facility
|
0.97%
|
DEP
Revolving Credit Facility
|
1.64%
|
DEP
Term Loan
|
1.20%
|
Petal
GO Zone Bonds
|
0.76%
|
TEPPCO
Revolving Credit Facility
|
0.86%
|
Consolidated
Debt Maturity Table
The
following table presents the scheduled contractual maturities of principal
amounts of our debt obligations for the next five years and in total
thereafter.
2009
(1)
|
$ | 500.0 | ||
2010
(1)
|
554.0 | |||
2011
|
912.8 | |||
2012
|
2,429.7 | |||
2013
|
1,200.0 | |||
Thereafter
|
6,340.2 | |||
Total
scheduled principal payments
|
$ | 11,936.7 | ||
(1)
Long-term
and current maturities of debt reflect the classification of such
obligations on our Unaudited Supplemental Condensed Consolidated Balance
Sheet at September 30, 2009 after taking into consideration
EPO’s (i) $1.1 billion issuance of Senior Notes in October
2009 and (ii) ability to use available borrowing capacity under its
Multi-Year Revolving Credit Facility.
|
Debt
Obligations of Unconsolidated Affiliates
We have
three unconsolidated affiliates with long-term debt obligations. The
following table shows (i) the ownership interest in each entity at September 30,
2009, (ii) total debt of each unconsolidated affiliate at September 30, 2009 (on
a 100% basis to the unconsolidated affiliate) and (iii) the corresponding
scheduled maturities of such debt:
Scheduled
Maturities of Debt
|
|||||||||||||||||||||||||||||||
Ownership
|
After
|
||||||||||||||||||||||||||||||
Interest
|
Total
|
2009
|
2010
|
2011
|
2012
|
2013
|
2013
|
||||||||||||||||||||||||
Poseidon
|
36% | $ | 92.0 | $ | -- | $ | -- | $ | 92.0 | $ | -- | $ | -- | $ | -- | ||||||||||||||||
Evangeline
|
49.5% | 15.7 | 5.0 | 3.2 | 7.5 | -- | -- | -- | |||||||||||||||||||||||
Centennial
|
50% | 122.4 | 2.4 | 9.1 | 9.0 | 8.9 | 8.6 | 84.4 | |||||||||||||||||||||||
Total
|
$ | 230.1 | $ | 7.4 | $ | 12.3 | $ | 108.5 | $ | 8.9 | $ | 8.6 | $ | 84.4 |
24
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
The
credit agreements of these unconsolidated affiliates contain various affirmative
and negative covenants, including financial covenants. These
businesses were in compliance with such covenants at September 30,
2009. The credit agreements of these unconsolidated affiliates also
restrict their ability to pay cash dividends or distributions if a default or an
event of default (as defined in each credit agreement) has occurred and is
continuing at the time such dividend or distribution is scheduled to be
paid.
There
have been no significant changes in the terms of the debt obligations of our
unconsolidated affiliates since those reported in this Current Report on Form
8-K under Exhibit 99.1.
Note
11. Equity
At
September 30, 2009, equity consisted of the capital account of Enterprise GP
Holdings, accumulated other comprehensive loss and noncontrolling
interest.
Accumulated
Other Comprehensive Loss
The
following table summarizes transactions affecting our accumulated other
comprehensive loss:
Balance,
December 31, 2008
|
$ | (2.0 | ) | |
Net
commodity financial instrument gains during period
|
0.6 | |||
Net
interest rate financial instrument gains during period
|
0.2 | |||
Net
foreign currency financial instrument gains
during period
|
(0.2 | ) | ||
Balance,
September 30, 2009
|
$ | (1.4 | ) |
Noncontrolling
Interest
The
following table shows the components of noncontrolling interest at September 30,
2009:
Limited
partners of Enterprise Products Partners:
|
||||
Third-party
owners of Enterprise Products Partners (1)
|
$ | 5,379.7 | ||
Related
party owners of Enterprise Products Partners (2)
|
922.0 | |||
Former
owners of TEPPCO (3)
|
2,608.7 | |||
Limited
partners of Duncan Energy Partners:
|
||||
Third-party
owners of Duncan Energy Partners (4)
|
416.9 | |||
Joint
venture partners (5)
|
108.6 | |||
Accumulated
other comprehensive loss attributable to noncontrolling
interest
|
(110.8 | ) | ||
Total
noncontrolling interest on Unaudited Supplemental Condensed Consolidated
Balance Sheet
|
$ | 9,325.1 | ||
(1)
Consists
of non-affiliate public unitholders of Enterprise Products
Partners.
(2)
Consists
of unitholders of Enterprise Products Partners that are related party
affiliates. This group is primarily comprised of EPCO and certain of
its private company consolidated subsidiaries.
(3)
Represents
former ownership interests in TEPPCO and TEPPCO GP (see Note 1 - “Basis of
Presentation”).
(4)
Consists
of non-affiliate public unitholders of Duncan Energy
Partners.
(5)
Represents
third-party ownership interests in joint ventures that we consolidate,
including Seminole Pipeline Company, Tri-States Pipeline, L.L.C.,
Independence Hub, LLC and Wilprise Pipeline Company,
L.L.C.
|
25
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Note
12. Business Segments
As
previously mentioned in Note 1, we revised our business segments as a result of
the TEPPCO Merger. We have five reportable business segments: NGL
Pipelines & Services, Onshore Natural Gas Pipelines & Services, Onshore
Crude Oil Pipelines & Services, Offshore Pipelines & Services and
Petrochemical & Refined Products Services. Our business segments
are generally organized and managed according to the type of services rendered
(or technologies employed) and products produced and/or sold.
Information
by segment, together with reconciliations to our consolidated totals, is
presented in the following table at September 30, 2009:
Reportable
Segments
|
||||||||||||||||||||||||||||
Onshore
|
Onshore
|
Petrochemical
|
||||||||||||||||||||||||||
NGL
|
Natural
Gas
|
Crude
Oil
|
Offshore
|
&
Refined
|
Adjustments
|
|||||||||||||||||||||||
Pipelines
|
Pipelines
|
Pipelines
|
Pipelines
|
Products
|
and
|
Consolidated
|
||||||||||||||||||||||
&
Services
|
&
Services
|
&
Services
|
&
Services
|
Services
|
Eliminations
|
Totals
|
||||||||||||||||||||||
Segment
assets
|
$ | 6,280.3 | $ | 5,761.5 | $ | 391.6 | $ | 1,488.4 | $ | 2,148.4 | $ | 1,226.8 | $ | 17,297.0 | ||||||||||||||
Investments
in unconsolidated
affiliates (see Note
7)
|
141.9 | 32.5 | 181.0 | 461.7 | 82.2 | -- | 899.3 | |||||||||||||||||||||
Intangible assets, net:
(see Note 9)
|
324.0 | 541.0 | 6.6 | 105.0 | 116.6 | -- | 1,093.2 | |||||||||||||||||||||
Goodwill (see Note
9)
|
341.2 | 284.9 | 303.0 | 82.1 | 1,007.1 | -- | 2,018.3 |
Note
13. Related Party Transactions
The
following table summarizes our related party receivable and payable amounts at
September 30, 2009:
Accounts
receivable - related parties:
|
||||
EPCO
and affiliates
|
$ | -- | ||
Energy
Transfer Equity and subsidiaries
|
6.4 | |||
Other
|
3.2 | |||
Total
|
$ | 9.6 | ||
Accounts
payable - related parties:
|
||||
EPCO
and affiliates
|
$ | 12.0 | ||
Energy
Transfer Equity and subsidiaries
|
27.2 | |||
Other
|
5.0 | |||
Total
|
$ | 44.2 |
We
believe that the terms and provisions of our related party agreements are fair
to us; however, such agreements and transactions may not be as favorable to us
as we could have obtained from unaffiliated third parties.
Significant
Relationships and Agreements with EPCO and affiliates
We have an extensive and ongoing
relationship with EPCO and its affiliates, which include the following
significant entities that are not a part of our consolidated group of
companies:
§
|
EPCO
and its privately held affiliates;
|
§
|
Enterprise
GP Holdings, which owns and controls EPGP;
and
|
§
|
the
Employee Partnerships.
|
26
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
We also
have an ongoing relationship with Duncan Energy Partners, the financial
statements of which are consolidated with our own financial
statements. Our transactions with Duncan Energy Partners are
eliminated in consolidation. A description of our relationship with
Duncan Energy Partners is presented within this Note 13.
EPCO is a
privately held company controlled by Dan L. Duncan, who is also a director and
Chairman of EPGP, our general partner. At September 30, 2009, EPCO
and its affiliates beneficially owned 168,005,206 (or 35.2%) of Enterprise
Products Partners’ outstanding common units, which includes 13,952,402 of
Enterprise Products Partners’ common units owned by Enterprise GP
Holdings. In addition, at September 30, 2009, EPCO and its affiliates
beneficially owned 77.8% of the limited partner interests of Enterprise GP
Holdings and 100% of its general partner, EPE Holdings. Enterprise GP
Holdings owns all of the membership interests of EPGP. The principal
business activity of EPGP is to act as Enterprise Products Partners’ managing
partner. The executive officers and certain of the directors of EPGP
and EPE Holdings are employees of EPCO.
In
connection with its general partner interest in Enterprise Products Partners,
EPGP received cash distributions of $124.9 million from Enterprise Products
Partners during the nine months ended September 30, 2009. This amount
includes incentive distributions of $109.9 million for the nine months ended
September 30, 2009.
Enterprise
Products Partners and EPGP are both separate legal entities apart from each
other and apart from EPCO, Enterprise GP Holdings and their respective other
affiliates, with assets and liabilities that are separate from those of EPCO,
Enterprise GP Holdings and their respective other affiliates. EPCO
and its privately held subsidiaries depend on the cash distributions they
receive from Enterprise Products Partners, Enterprise GP Holdings and other
investments to fund their other operations and to meet their debt
obligations. EPCO and its privately held affiliates received from
Enterprise Products Partners and Enterprise GP Holdings $354.9 million in cash
distributions during the nine months ended September 30, 2009.
EPCO
ASA. We have no
employees. Substantially all of our operating functions and general
and administrative support services are provided by employees of EPCO pursuant
to the ASA. We, Duncan Energy Partners, Enterprise GP Holdings and
our respective general partners are among the parties to the ASA.
Relationship
with Energy Transfer Equity
In May
2007, Enterprise GP Holdings acquired equity method investments in Energy
Transfer Equity and its general partner. As a result of common
control of us and Enterprise GP Holdings, Energy Transfer Equity and its
consolidated subsidiaries are related parties to our consolidated
businesses.
We have a
long-term revenue generating contract with Titan Energy Partners, L.P.
(“Titan”), a consolidated subsidiary of ETP. Titan purchases
substantially all of its propane requirements from us. The contract
continues until March 31, 2010 and contains renewal and extension
options. We and Energy Transfer Company (“ETC OLP”) transport natural
gas on each other’s systems and share operating expenses on certain
pipelines. ETC OLP also sells natural gas to us.
Relationship
with Duncan Energy Partners
Duncan
Energy Partners was formed in September 2006 and did not acquire any assets
prior to February 5, 2007, which was the date it completed its initial public
offering and acquired controlling interests in five midstream energy businesses
from EPO in a dropdown transaction (the “DEP I Midstream
Businesses”). On December 8, 2008, through a second dropdown
transaction, Duncan Energy Partners acquired controlling interests in three
additional midstream energy businesses from EPO (the “DEP II Midstream
Businesses”). The business purpose of Duncan Energy Partners is to
acquire, own and operate a diversified portfolio of midstream energy assets and
to support the growth objectives of EPO and other
27
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
affiliates
under common control. Duncan Energy Partners is engaged in (i) the gathering,
transportation and storage
of natural gas; (ii) NGL transportation and fractionation; (iii) the storage of
NGL and petrochemical products; (iv) the transportation of petrochemical
products; and (v) the marketing of NGLs and natural gas.
At September 30, 2009, Duncan Energy
Partners was owned 99.3% by its limited partners and 0.7% by its general
partner, DEP GP, which is a wholly owned subsidiary of EPO. DEP GP is
responsible for managing the business and operations of Duncan Energy
Partners. DEP Operating Partnership, L.P., a wholly owned subsidiary
of Duncan Energy Partners, conducts substantially all of Duncan Energy Partners’
business. At September 30, 2009, EPO beneficially owned approximately
58% of Duncan Energy Partners’ limited partner interests and 100% of its general
partner.
Enterprise Products Partners has
continued involvement with all of the subsidiaries of Duncan Energy Partners,
including the following types of transactions: (i) it utilizes Duncan
Energy Partners’ storage services to support its Mont Belvieu fractionation and
other businesses; (ii) it buys from, and sells to, Duncan Energy Partners
natural gas in connection with its normal business activities; and (iii) it is
currently the sole shipper on an NGL pipeline system located in South Texas that
is owned by Duncan Energy Partners.
Duncan Energy Partners issued an
aggregate 8,943,400 of its common units in June and July 2009, which generated
net proceeds of approximately $137.4 million. Duncan Energy Partners
used the net proceeds from its issuance of these units to repurchase and cancel
an equal number of its common units beneficially owned by EPO. The
repurchase of Duncan Energy Partners’ common units beneficially owned by EPO was
reviewed and approved by the ACG Committees of EPGP and DEP GP.
Omnibus
Agreement. Under the
Omnibus Agreement, EPO agreed to make additional contributions to Duncan Energy
Partners as reimbursement for Duncan Energy Partners’ 66% share of any excess
construction costs above the (i) $28.6 million of estimated capital expenditures
to complete Phase II expansions of the DEP South Texas NGL Pipeline System and
(ii) $14.1 million of estimated construction costs for additional brine
production capacity and above-ground storage reservoir projects at Mont Belvieu,
Texas. Both projects were underway at the time of Duncan Energy
Partners’ initial public offering. EPO made cash contributions to
Duncan Energy Partners of $1.4 million in connection with the Omnibus Agreement
during the nine months ended September 30, 2009. The majority of
these contributions related to funding the Phase II expansion costs of the DEP
South Texas NGL Pipeline System. EPO will not receive an increased
allocation of earnings or cash flows as a result of these contributions to South
Texas NGL and Mont Belvieu Caverns.
Mont
Belvieu Caverns’ LLC Agreement. EPO made cash
contributions of $14.1 million under the Mont Belvieu Caverns limited liability
company agreement during the nine months ended September 30, 2009, to fund 100%
of certain storage-related projects for the benefit of EPO’s NGL marketing
activities. At present, Mont Belvieu Caverns is not expected to
generate any identifiable incremental cash flows in connection with these
projects; thus, the sharing ratio for Mont Belvieu Caverns is not expected to
change from the current sharing ratio of 66% for Duncan Energy Partners and 34%
for EPO. EPO expects to make additional contributions of
approximately $9.1 million to fund such projects during the fourth quarter of
2009. The constructed assets will be the property of Mont Belvieu
Caverns.
Company
and Limited Partnership Agreements – DEP II Midstream Businesses. Enterprise
Holdings III, LLC (“Enterprise III”) has not yet participated in expansion
project spending with respect to the DEP II Midstream Businesses, although it
may elect to invest in existing or future expansion projects at a later
date. As a result, Enterprise GTM Holdings L.P. has funded 100% of
such growth capital spending and its Distribution Base has increased from $473.4
million at December 31, 2008 to $745.7 million at September 30,
2009. The Enterprise III Distribution Base was unchanged at $730.0
million at September 30, 2009.
28
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Relationships
with Unconsolidated Affiliates
Our
significant related party transactions with unconsolidated affiliates consist of
the sale of natural gas to Evangeline and Promix. In addition, we
purchase NGL storage, transportation and fractionation services from
Promix. For additional information regarding our unconsolidated
affiliates, see Note 7.
Relationship
with Cenac
In
connection with our marine services acquisition in February 2008, Cenac and
affiliates became a related party of ours due to their ownership of TEPPCO units
through October 26, 2009, which converted to common units of Enterprise Products
Partners, and other considerations. We entered into a transitional
operating agreement with Cenac in which our fleet of tow boats and tank barges
(acquired from Cenac) continued to be operated by employees of Cenac for a
period of up to two years following the acquisition. Under this
agreement, we paid Cenac a monthly operating fee and reimbursed Cenac for
personnel salaries and related employee benefit expenses, certain repairs and
maintenance expenses and insurance premiums on the
equipment. Effective August 1, 2009, the transitional operating
agreement was terminated. Personnel providing services pursuant to
the agreement became employees of EPCO and will continue to provide services
under the ASA. Concurrently with the termination of the transitional
operating agreement, we entered into a two-year consulting agreement with Mr.
Cenac and Cenac Marine Services, L.L.C. under which Mr. Cenac has agreed to
supervise the day-to-day operations of our marine services business on a
part-time basis and, at our request, provide related management and transitional
services.
Note
14. Commitments and Contingencies
Litigation
On
occasion, we or our unconsolidated affiliates are named as a defendant in
litigation and legal proceedings, including regulatory and environmental
matters. Although we are insured against various risks to the extent
we believe it is prudent, there is no assurance that the nature and amount of
such insurance will be adequate, in every case, to indemnify us against
liabilities arising from future legal proceedings. We are unaware of
any litigation, pending or threatened, that we believe is reasonably likely to
have a significant adverse effect on our financial position.
We
evaluate our ongoing litigation based upon a combination of litigation and
settlement alternatives. These reviews are updated as the facts and
combinations of the cases develop or change. Assessing and predicting
the outcome of these matters involves substantial uncertainties. In
the event that the assumptions we used to evaluate these matters change in
future periods or new information becomes available, we may be required to
record a liability for an adverse outcome. In an effort to mitigate
potential adverse consequences of litigation, we could also seek to settle legal
proceedings brought against us. We have not recorded any significant
reserves for any litigation in our supplemental balance
sheet.
On
September 18, 2006, Peter Brinckerhoff, a purported unitholder of TEPPCO, filed
a complaint in the Court of Chancery of the State of Delaware (the “Delaware
Court”), in his individual capacity, as a putative class action on behalf of
other unitholders of TEPPCO and derivatively on behalf of TEPPCO, concerning,
among other things, certain transactions involving TEPPCO and Enterprise
Products Partners or its affiliates. Mr. Brinckerhoff filed an
amended complaint on July 12, 2007. The amended complaint names as
defendants (i) TEPPCO, certain of its current and former directors, and certain
of its affiliates, (ii) Enterprise Products Partners and certain of its
affiliates, (iii) EPCO and (iv) Dan L. Duncan.
The amended complaint alleges, among
other things, that the defendants caused TEPPCO to enter into specified
transactions that were unfair to TEPPCO or otherwise unfairly favored Enterprise
Products Partners or its affiliates over TEPPCO. These transactions
are alleged to include: (i) the joint venture to further expand the Jonah system
entered into by TEPPCO and Enterprise Products Partners in August
2006
29
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
(the
plaintiff alleges that TEPPCO did not receive fair value for allowing Enterprise
Products Partners to participate in the joint venture); (ii) the sale by TEPPCO
of its Pioneer natural gas processing plant and certain gas processing rights to
Enterprise Products Partners in March 2006 (the plaintiff alleges that the
purchase price we paid did not provide fair value to TEPPCO); and (iii) certain
amendments to TEPPCO’s partnership agreement, including a reduction in the
maximum tier of TEPPCO’s incentive distribution rights in exchange for TEPPCO
units. The amended complaint seeks (i) rescission of the amendments
to TEPPCO’s partnership agreement, (ii) damages for profits and special benefits
allegedly obtained by defendants as a result of the alleged wrongdoings in the
amended complaint and (iii) an award to plaintiff of the costs of the action,
including fees and expenses of his attorneys and experts. By its
Opinion and Order dated November 25, 2008, the Delaware Court dismissed Mr.
Brinckerhoff’s individual and putative class action claims with respect to the
amendments to TEPPCO’s partnership agreement. We refer to this action
and the remaining claims in this action as the “Derivative Action.”
On April 29, 2009, Peter Brinckerhoff
and Renee Horowitz, as Attorney in Fact for Rae Kenrow, purported unitholders of
TEPPCO, filed separate complaints in the Delaware Court as putative class
actions on behalf of other unitholders of TEPPCO, concerning the TEPPCO
Merger. On May 11, 2009, these actions were consolidated under the
caption Texas Eastern Products Pipeline Company, LLC Merger Litigation, C.A. No.
4548-VCL (“Merger Action”). The complaints name as defendants Enterprise
Products Partners, EPGP, TEPPCO GP, the directors of TEPPCO GP, EPCO and Dan L.
Duncan.
The Merger Action complaints allege,
among other things, that the terms of the merger (as proposed as of the time the
Merger Action complaints were filed) are grossly unfair to TEPPCO’s unitholders
and that the TEPPCO Merger is an attempt to extinguish the Derivative Action
without consideration. The complaints further allege that the process
through which the Special Committee of the ACG Committee of TEPPCO GP was
appointed to consider the TEPPCO Merger is contrary to the spirit and intent of
TEPPCO’s partnership agreement and constitutes a breach of the implied covenant
of fair dealing.
The complaints seek relief (i)
enjoining the defendants and all persons acting in concert with them from
pursuing the TEPPCO Merger, (ii) rescinding the TEPPCO Merger to the extent it
is consummated, or awarding rescissory damages in respect thereof, (iii)
directing the defendants to account for all damages suffered or to be suffered
by the plaintiffs and the purported class as a result of the defendants’ alleged
wrongful conduct, and (iv) awarding plaintiffs’ costs of the actions, including
fees and expenses of their attorneys and experts.
On June 28, 2009, the parties entered
into a Memorandum of Understanding pursuant to which Enterprise Products
Partners, TEPPCO, EPCO, TEPPCO GP, all other individual defendants and the
plaintiffs have proposed to settle the Merger Action and the Derivative
Action. The Memorandum of Understanding contemplated that the parties
would enter into a stipulation of settlement within 30 days from the date of the
Memorandum of Understanding. On August 5, 2009, the parties entered
into a Stipulation and Agreement of Compromise, Settlement and Release (the
“Settlement Agreement”) contemplated by the Memorandum of
Understanding. Pursuant to the Settlement Agreement, the board of
directors of TEPPCO GP recommended to TEPPCO’s unitholders that they approve the
adoption of the merger agreement and took all necessary steps to seek unitholder
approval for the merger as soon as practicable. Pursuant to the
Settlement Agreement, approval of the merger required, in addition to votes
required under TEPPCO’s partnership agreement, that the actual votes cast in
favor of the proposal by holders of TEPPCO’s outstanding units, excluding those
held by defendants to the Derivative Action, exceed the actual votes cast
against the proposal by those holders. The Settlement Agreement
further provides that the Derivative Action was considered by TEPPCO GP’s
Special Committee to be a significant TEPPCO benefit for which fair value was
obtained in the merger consideration.
The Settlement Agreement is subject to
customary conditions, including Delaware Court approval. A hearing
regarding approval of the Settlement Agreement by the Delaware Court was held on
October 12, 2009, but the Delaware Court has yet to rule on the
settlement. There can be no assurance that the Delaware Court will
approve the settlement in the Settlement Agreement. In such event,
the proposed
30
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
settlement
as contemplated by the Settlement Agreement may be terminated. Among
other things, the plaintiffs’ agreement to settle the Derivative Action and
Merger Action litigation, including their agreement to the fairness of the terms
and process of the merger negotiations, is subject to (i) the drafting and
execution of other such documentation as may be required to obtain final
Delaware Court approval and dismissal of the actions, (ii) Delaware Court
approval and the mailing of the notice of settlement which sets forth the terms
of settlement to TEPPCO’s unitholders, (iii) consummation of the TEPPCO Merger and (iv) final Delaware Court certification
and approval of the settlement and dismissal of the actions. See
Notes 1 and 16 for additional information regarding our relationship with
TEPPCO, including information related to the TEPPCO Merger.
Additionally,
on June 29 and 30, 2009, respectively, M. Lee Arnold and Sharon Olesky,
purported unitholders of TEPPCO, filed separate complaints in the District
Courts of Harris County, Texas, as putative class actions on behalf of other
unitholders of TEPPCO, concerning the TEPPCO Merger (the “Texas
Actions”). The complaints name as defendants us, TEPPCO, TEPPCO GP,
EPGP, EPCO, Dan L. Duncan, Jerry Thompson, and the board of directors of TEPPCO
GP. The allegations in the complaints are similar to the complaints
filed in Delaware on April 29, 2009 and seek similar relief. The
named plaintiffs in the two Texas Actions (the “Texas Plaintiffs/Objectors”)
have also appeared in the Delaware proceedings as objectors to the settlement of
those cases which are awaiting court approval. On October 7, 2009,
the Texas Plaintiffs/Objectors and the parties to the Settlement Agreement
entered into a Stipulation to Withdraw Objection (the
“Stipulation”). In accordance with the Stipulation, TEPPCO made
certain supplemental disclosures and, if the Settlement Agreement obtains Final
Court Approval (as defined in the Settlement Agreement), the Texas
Plaintiffs/Objectors have agreed to dismiss the Texas Actions with prejudice
and, pending such Final Court Approval, will take no action to prosecute the
Texas Actions.
In
February 2007, EPO received a letter from the Environment and Natural Resources
Division of the U.S. Department of Justice related to an ammonia release in
Kingman County, Kansas on October 27, 2004 from a pressurized anhydrous ammonia
pipeline owned by a third party, Magellan Ammonia Pipeline, L.P. (“Magellan”),
and a previous release of ammonia on September 27, 2004 from the same
pipeline. EPO was the operator of this pipeline until July 1,
2008. This matter was settled in September 2009, and Magellan has
agreed to pay all assessed penalties.
The Attorney General of Colorado on
behalf of the Colorado Department of Public Health and Environment filed suit
against us and others on April 15, 2008 in connection with the construction of a
pipeline near Parachute, Colorado. The State sought a temporary
restraining order and an injunction to halt construction activities since it
alleged that the defendants failed to install measures to minimize damage to the
environment and to follow requirements for the pipeline’s stormwater permit and
appropriate stormwater plan. We have entered into a settlement agreement
with the State that dismisses the suit and assesses a fine of approximately $0.2
million.
In
January 2009, the State of New Mexico filed suit in District Court in Santa Fe
County, New Mexico, under the New Mexico Air Quality Control Act. The
lawsuit arose out of a February 27, 2008 Notice Of Violation issued to Marathon
Oil Corp. (“Marathon”) as operator of the Indian Basin natural gas processing
facility located in Eddy County, New Mexico. We own a 42.4% undivided
interest in the assets comprising the Indian Basin facility. The
State alleges violations of its air laws, and Marathon is attempting to
negotiate an acceptable resolution with the state. The State seeks
penalties and remedial projects above $0.1 million. Marathon continues to
work with the State to determine if resolution of the case is
possible. We believe that any potential penalties will not have a
material impact on our consolidated financial position.
In
connection with our dissociation from TOPS (see Note 6), Oiltanking filed an
original petition against Enterprise Offshore Port System, LLC, EPO, TEPPCO O/S
Port System, LLC, TEPPCO and TEPPCO GP in the District Court of Harris County,
Texas, 61st Judicial District (Cause No. 2009-31367), asserting, among other
things, that the dissociation was wrongful and in breach of the TOPS partnership
agreement, citing provisions of the agreement that, if applicable, would
continue to obligate Enterprise Products Partners and TEPPCO to make capital
contributions to fund the project and impose liabilities on
31
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Enterprise
Products Partners and TEPPCO. On September 17, 2009, Enterprise
Products Partners and TEPPCO entered into a settlement agreement with certain
affiliates of Oiltanking and TOPS that resolved all disputes between the parties
related to the business and affairs of the TOPS project (including the
litigation described above).
Regulatory
Matters
Recent scientific studies have
suggested that emissions of certain gases, commonly referred to as “greenhouse
gases” or “GHGs” and including carbon dioxide and methane, may be contributing
to climate change. On April 17, 2009, the U.S. Environmental
Protection Agency (“EPA”) issued a notice of its proposed finding and
determination that emission of carbon dioxide, methane, and other GHGs present
an endangerment to human health and the environment because emissions of such
gases are, according to the EPA, contributing to warming of the earth’s
atmosphere. The EPA’s finding and determination would allow it to
begin regulating emissions of GHGs under existing provisions of the federal
Clean Air Act. Although it may take the EPA several years to adopt
and impose regulations limiting emissions of GHGs, any such regulation could
require us to incur costs to reduce emissions of GHGs associated with our
operations. In addition, on June 26, 2009, the U.S. House of
Representatives approved adoption of the “American Clean Energy and Security Act
of 2009,” also known as the “Waxman-Markey cap-and-trade legislation” or
“ACESA.” ACESA would establish an economy-wide cap on emissions of
GHGs in the United States and would require most sources of GHG emissions to
obtain GHG emission “allowances” corresponding to their annual emissions of
GHGs. The U.S. Senate has also begun work on its own legislation for
controlling and reducing emissions of GHGs in the United States. Any
laws or regulations that may be adopted to restrict or reduce emissions of GHGs
would likely require us to incur increased operating costs, and may have an
adverse effect on our business and financial position.
Contractual
Obligations
Scheduled
maturities of long-term debt. See
Notes 10 and 16 for information regarding changes in our consolidated debt
obligations.
Operating
lease obligations. During the second quarter of 2009, we
entered into a 20-year right-of-way agreement with the Jicarilla Apache Nation
in support of continued natural gas gathering activities on our San Juan
gathering system in Northwest New Mexico. Pending
approval of this agreement by the U.S. Department of the Interior, our minimum
lease obligations will be $3.0 million for the first year and $2.0 million per
year for each of the next succeeding four years. Aggregate minimum
lease commitments are $43.3 million over the 20-year contractual
term. The agreement also provides for contingent rentals that are
calculated annually based on actual throughput volumes and then current natural
gas and NGL prices. Our agreement with the Jicarilla Apache Nation
does not provide for renewal options beyond the 20-year lease
term.
Prior to
May 2009, we leased rail and truck terminal facilities in Mont Belvieu, Texas
from Martin. At December 31, 2008, our remaining aggregate minimum
lease commitments under this agreement were $56.8 million through the
contractual term ending in 2023. The lease agreement with Martin was
terminated upon our acquisition of such facilities in May 2009. See
Note 8 for additional information regarding our acquisition of certain rail and
truck terminal facilities from Martin.
Except
for the foregoing, there have been no material changes in our operating lease
commitments since December 31, 2008.
Purchase
obligations. Apart from that
discussed below, there have been no material changes in our consolidated
purchase obligations since December 31, 2008.
As a
result of our dissociation from TOPS, capital expenditure commitments decreased
by an estimated $203.0 million from that reported in this Current Report on Form
8-K under Exhibit 99.1. See Note 6 for additional information regarding
TOPS.
32
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
In
January 2008, TEPPCO entered into an amended throughput and deficiency agreement
with Colonial Pipeline Company (“Colonial”) related to our Boligee river
terminal. Under terms of the agreement, Colonial agreed to provide
transportation services to the Boligee terminal for a period of 10-years
effective January 1, 2009. The minimum annual throughput commitment
to Colonial was approximately 8.0 million barrels of product. We
agreed to pay annual deficiency charges if it failed to meet its minimum annual
volume throughput commitment.
The
contractual annual minimum commitment of 8.0 million barrels was premised upon
expected throughput volumes at the Boligee terminal, which was designed to serve
several planned river terminals to be constructed. In September 2009, the
expansion river terminal construction projects were suspended. Based
on the current level of terminal volumes, we forecast that the Boligee terminal
will not be able to meet its annual minimum commitment to Colonial over the term
of the contract. As a result, we accrued a liability of $28.7 million
for deficiency fees that it reasonably estimates will be incurred due to the
expected level of throughput volumes at Boligee. In accordance with
applicable accounting standards, we will adjust its accrual if it determines
that it is probable that the amount it is obligated to pay Colonial changes in
the future.
At
September 30, 2009, the accrued liability was recorded as a component of other
current liabilities and other long-term liabilities, as appropriate, on our
Unaudited Supplemental Condensed Consolidated Balance Sheet.
Other
Claims
As part of our normal business
activities with joint venture partners and certain customers and suppliers, we
occasionally have claims made against us as a result of disputes related to
contractual agreements or similar arrangements. As of September 30,
2009, claims against us totaled approximately $4.8 million. These
matters are in various stages of assessment and the ultimate outcome of such
disputes cannot be reasonably estimated. However, in our opinion, the
likelihood of a material adverse outcome related to disputes against us is
remote. Accordingly, accruals for loss contingencies related to these
matters, if any, that might result from the resolution of such disputes have not
been reflected in our Unaudited Supplemental Condensed Consolidated Balance
Sheet.
Note
15. Significant Risks and Uncertainties
Insurance
Matters
EPCO
completed its annual insurance renewal process during the second quarter of
2009. In light of recent hurricane and other weather-related events, the
renewal of policies for weather-related risks resulted in significant increases
in premiums and certain deductibles, as well as changes in the scope of
coverage.
EPCO’s
deductible for onshore physical damage from windstorms increased from $10.0
million per storm to $25.0 million per storm. EPCO’s onshore program
currently provides $150.0 million per occurrence for named windstorm events
compared to $175.0 million per occurrence in the prior year. With
respect to offshore assets, the windstorm deductible increased significantly
from $10.0 million per storm (with a one-time aggregate deductible of $15.0
million) to $75.0 million per storm. EPCO’s offshore program
currently provides $100.0 million in the aggregate compared to $175.0 million in
the aggregate for the prior year. For non-windstorm events, EPCO’s
deductible for both onshore and offshore physical damage remained at $5.0
million per occurrence. For certain of our major offshore assets, our
producer customers have agreed to provide a specified level of physical damage
insurance for named windstorms. For example, the producers associated
with our Independence Hub and Marco Polo platforms have agreed to cover
windstorm generated physical damage costs up to $250.0 million for each
platform.
33
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Business
interruption coverage in connection with a windstorm event remains in place for
onshore assets, but was eliminated for offshore assets. Onshore
assets covered by business interruption insurance must be out-of-service in
excess of 60 days before any losses from business interruption will be
covered. Furthermore, pursuant to the current policy, we will now
absorb 50% of the first $50.0 million of any loss in excess of deductible
amounts for our onshore assets.
In the
third quarter of 2008, certain of our onshore and offshore facilities located
along the Gulf Coast of Texas and Louisiana were damaged by Hurricanes Gustav
and Ike. The disruptions in hydrocarbon production caused by these
storms resulted in decreased volumes for some of our pipeline systems, natural
gas processing plants, NGL fractionators and offshore platforms, which in turn
caused a decrease in gross operating margin from these operations. As
a result of our share of EPCO’s insurance deductibles for windstorm coverage, we
expensed a combined cumulative total of $48.8 million of repair costs for
property damage in connection with these two storms through September 30,
2009. We continue to file property damage claims in connection with
the damage caused by these storms. We recognize business interruption
proceeds as income when they are received in cash.
The
following table summarizes proceeds we received during the nine months ended
September 30, 2009 from business interruption and property damage insurance
claims with respect to certain named storms:
Business
interruption proceeds:
|
||||
Hurricane
Ike
|
$ | 19.2 | ||
Property
damage proceeds:
|
||||
Hurricane
Ivan
|
0.7 | |||
Hurricane
Katrina
|
26.7 | |||
Total
property damage proceeds
|
27.4 | |||
Total
|
$ | 46.6 |
At
September 30, 2009, we had $22.6 million of estimated property damage claims
outstanding related to storms that we believe are probable of collection during
the next twelve months and $45.2 million thereafter. To the extent we
estimate the dollar value of such damages, please be aware that a change in our
estimates may occur, if and when additional information becomes
available.
Credit
Risk due to Industry Concentrations
On
January 6, 2009, LyondellBasell Industries and its affiliates (“LBI”) announced
that its U.S. operations had voluntarily filed to reorganize under Chapter 11 of
the U.S. Bankruptcy Code. At the time of the bankruptcy filing, we
had approximately $10.0 million of net credit exposure to LBI. We
resolved our outstanding claims with LBI in October 2009 with no gain or loss
being recorded in connection with the settlement. We continue to do
business with this important customer; however, we continue to monitor our
credit exposure to LBI.
Note
16. Subsequent Events
Issuance
of Senior Notes Q and R
On
October 5, 2009, EPO issued $500.0 million in principal amount of 10-year
unsecured Senior Notes Q and $600.0 million in principal amount of 30-year
unsecured Senior Notes R. Senior Notes Q were issued at 99.355% of
their principal amount, have a fixed interest rate of 5.25% and mature on
January 31, 2020. Senior Notes R were issued at 99.386% of their
principal amount, have a fixed interest rate of 6.125% and mature on October 15,
2039. Net proceeds from the issuance of Senior Notes Q and R were
used (i) to repay $500.0 million in aggregate principal amount of Senior Notes F
that matured in October 2009, (ii) to temporarily reduce borrowings outstanding
under EPO’s Multi-Year Revolving Credit Facility and (iii) for general
partnership purposes.
34
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
Senior
Notes Q and R rank equal with EPO’s existing and future unsecured and
unsubordinated indebtedness. They are senior to any existing and
future subordinated indebtedness of EPO. Senior Notes Q and R are
subject to make-whole redemption rights and were issued under indentures
containing certain covenants, which generally restrict EPO’s ability, with
certain exceptions, to incur debt secured by liens and engage in sale and
leaseback transactions.
Completion
of TEPPCO Merger
On October 26, 2009, the related
mergers of Enterprise Products Partners’ wholly owned subsidiaries with TEPPCO
and TEPPCO GP were completed. Under terms of the merger agreements,
TEPPCO and TEPPCO GP became wholly owned subsidiaries of Enterprise Products
Partners and each of TEPPCO's unitholders, except for a privately held affiliate
of EPCO, were entitled to receive 1.24 of Enterprise Products Partners’ common
units for each TEPPCO unit. In total, Enterprise Products Partners
issued an aggregate of 126,932,318 common units and 4,520,431 Class B units
(described below) as consideration in the TEPPCO Merger for both TEPPCO units
and the TEPPCO GP membership interests. TEPPCO’s units, which had
been trading on the NYSE under the ticker symbol TPP, have been delisted and are
no longer publicly traded.
A
privately held affiliate of EPCO exchanged a portion of its TEPPCO units, based
on the 1.24 exchange rate, for 4,520,431 of Enterprise Products Partners’ Class
B units in lieu of common units. The Class B units are not entitled
to regular quarterly cash distributions for the first sixteen quarters following
the closing date of the merger. The Class B units automatically
convert into the same number of common units on the date immediately following
the payment date for the sixteenth quarterly distribution following the closing
date of the merger. The Class B units are entitled to vote together
with the common units as a single class on partnership matters and, except for
the payment of distributions, have the same rights and privileges as Enterprise
Products Partners’ common units.
Under the
terms of the TEPPCO Merger agreements, Enterprise GP Holdings received 1,331,681
of Enterprise Products Partners’ common units and an increase in the capital
account of EPGP to maintain its 2% general partner interest in Enterprise
Products Partners as consideration for 100% of the membership interests of
TEPPCO GP. Following the closing of the TEPPCO Merger, affiliates of
EPCO owned approximately 31.3% of Enterprise Products Partners’ outstanding
limited partner units, including 3.4% owned by Enterprise GP
Holdings.
The
post-merger partnership, which retains the name Enterprise Products Partners
L.P., accesses the largest producing basins of natural gas, NGLs and crude oil
in the U.S., and serves some of the largest consuming regions for natural gas,
NGLs, refined products, crude oil and petrochemicals. The post-merger
partnership owns almost 48,000 miles of pipelines comprised of over 22,000 miles
of NGL, refined product and petrochemical pipelines, over 20,000 miles of
natural gas pipelines and more than 5,000 miles of crude oil
pipelines. The merged partnership’s logistical assets include
approximately 200 MMBbls of NGL, refined product and crude oil storage capacity;
27 Bcf of natural gas storage capacity; one of the largest NGL import/export
terminals in the U.S., located on the Houston Ship Channel; 60 NGL, refined
product and chemical terminals spanning the U.S. from the west coast to the east
coast; and crude oil import terminals on the Texas Gulf Coast. The
post-merger partnership owns interests in 17 fractionation plants with over 600
thousand barrels per day (“MBPD”) of net capacity; 25 natural gas processing
plants with a net capacity of approximately 9 Bcf/d; and 3 butane isomerization
facilities with a capacity of 116 MBPD. The post-merger partnership is also one
of the largest inland tank barge companies in the U.S.
The
merger transactions will be accounted for as a reorganization of entities under
common control. The financial and operating activities of Enterprise
Products Partners, TEPPCO and Enterprise GP Holdings and their respective
general partners, and EPCO and its privately held subsidiaries, are under the
common control of Dan L. Duncan.
35
ENTERPRISE
PRODUCTS GP, LLC
NOTES
TO UNAUDITED SUPPLEMENTAL
CONDENSED
CONSOLIDATED BALANCE SHEET
In
connection with the TEPPCO Merger, EPO commenced offers in September 2009 to
exchange all of TEPPCO’s outstanding notes for a corresponding series of new EPO
notes. The purpose of the exchange offer was to simplify our capital
structure following the TEPPCO Merger. The exchanges were completed
on October 27, 2009. The new EPO notes are guaranteed by Enterprise
Products Partners L.P. As presented in the following
table, the aggregate principal amount of the TEPPCO notes was $2 billion, of
which $1.95 billion was exchanged:
TEPPCO
Notes Exchanged
|
Principal
Amount
Exchanged
|
Principal
Amount
Not
Exchanged
|
||||||
7.625%
Senior Notes due 2012
|
$ | 490.5 | $ | 9.5 | ||||
6.125%
Senior Notes due 2013
|
182.5 | 17.5 | ||||||
5.90%
Senior Notes due 2013
|
237.6 | 12.4 | ||||||
6.65%
Senior Notes due 2018
|
349.7 | 0.3 | ||||||
7.55%
Senior Notes due 2038
|
399.6 | 0.4 | ||||||
7.00%
Junior Fixed/Floating Subordinated Notes due 2067
|
285.8 | 14.2 | ||||||
Total | $ | 1,945.7 | $ | 54.3 |
The EPO
notes issued in the exchange will be recorded at the same carrying value as the
TEPPCO notes being replaced. Accordingly, we will recognize no gain
or loss for accounting purposes related to this exchange. All note
exchange direct costs paid to third parties will be expensed.
In
addition to the debt exchange, we gained approval from the requisite TEPPCO
noteholders to eliminate substantially all of the restrictive covenants and
reporting requirements associated with the remaining TEPPCO notes.
Upon the
consummation of the TEPPCO Merger, EPO repaid and terminated indebtedness under
TEPPCO’s Revolving Credit Facility.
36