ITEM 1. FINANCIAL STATEMENTS.
EN
TERPRISE PRODUCTS PARTNERS L.P.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in millions)
See Notes to Unaudited Condensed Consolidated Financial Statements.
ENTERPRISE PRODUCTS PARTNERS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(Dollars in millions, except per unit amounts)
See Notes to Unaudited Condensed Consolidated Financial Statements.
ENTERPRISE PRODUCTS PARTNERS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED
COMPREHENSIVE INCOME
(Dollars in millions)
See Notes to Unaudited Condensed Consolidated Financial Statements.
ENTERPRISE PRODUCT
S PARTNERS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Dollars in millions)
See Notes to Unaudited Condensed Consolidated Financial Statements.
ENTERPRISE PRODUCTS PARTNERS L.P.
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED EQUITY
(Dollars in millions)
See Notes to Unaudited Condensed Consolidated Financial Statements. For information regarding Unit History,
Accumulated Other Comprehensive Income (Loss), see Note 8.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
KEY REFERENCES USED IN THESE
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unless the context requires otherwise, references to “we,” “us” or “our” within these Notes to Unaudited Condensed Consolidated Financial Statements are intended to mean the business and operations of Enterprise Products Partners L.P. and its consolidated subsidiaries.
References to the “Partnership” mean Enterprise Products Partners L.P. on a standalone basis.
References to “EPO” mean Enterprise Products Operating LLC, which is an indirect wholly owned subsidiary of the Partnership, and its consolidated subsidiaries, through which the Partnership conducts its business. We are managed by our general partner, Enterprise Products Holdings LLC (“Enterprise GP”), which is a wholly owned subsidiary of Dan Duncan LLC, a privately held Texas limited liability company.
The membership interests of Dan Duncan LLC are owned by a voting trust, the current trustees (“DD LLC Trustees”) of which are: (i) Randa Duncan Williams, who is also a director and Chairman of the Board of Directors (the “Board”) of Enterprise GP; (ii) Richard H. Bachmann, who is also a director and Vice Chairman of the Board of Enterprise GP; and (iii) W. Randall Fowler, who is also a director and the Co-Chief Executive Officer and Chief Financial Officer of Enterprise GP. Ms. Duncan Williams and Messrs. Bachmann and Fowler also currently serve as managers of Dan Duncan LLC.
References to “EPCO” mean Enterprise Products Company, a privately held Texas corporation, and its privately held affiliates. The outstanding voting capital stock of EPCO is owned by a voting trust, the current trustees (“EPCO Trustees”) of which are: (i) Ms. Duncan Williams, who serves as Chairman of EPCO; (ii) Mr. Bachmann, who serves as the President and Chief Executive Officer of EPCO; and (iii) Mr. Fowler, who serves as an Executive Vice President and the Chief Financial Officer of EPCO. Ms. Duncan Williams and Messrs. Bachmann and Fowler also currently serve as directors of EPCO.
We, Enterprise GP, EPCO and Dan Duncan LLC are affiliates under the collective common control of the DD LLC Trustees and the EPCO Trustees. EPCO, together with its privately held affiliates, owned approximately 32.2% of the Partnership’s common units outstanding at March 31, 2021.
With the exception of per unit amounts, or as noted within the context of each disclosure,
the dollar amounts presented in the tabular data within these disclosures are
stated in millions of dollars.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Partnership Organization and Operations
We are a publicly traded Delaware limited partnership, the common units of which are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “EPD.” Our preferred units are not publicly traded. We were formed in April 1998 to own and operate certain natural gas liquids (“NGLs”) related businesses of EPCO and are a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs, crude oil, petrochemicals and refined products. We are owned by our limited partners (preferred and common unitholders) from an economic perspective. Enterprise GP, which owns a non-economic general partner interest in us, manages our Partnership. We conduct substantially all of our business operations through EPO and its consolidated subsidiaries.
Our fully integrated, midstream energy asset network (or “value chain”) links producers of natural gas, NGLs and crude oil from some of the largest supply basins in the United States (“U.S.”), Canada and the Gulf of Mexico with domestic consumers and international markets. Our midstream energy operations include:
Like many publicly traded partnerships, we have no employees. All of our management, administrative and operating functions are performed by employees of EPCO pursuant to an administrative services agreement (the “ASA”) or by other service providers. See Note 14 for information regarding related party matters.
Our results of operations for the three months ended March 31, 2021 are not necessarily indicative of results expected for the full year of 2021. In our opinion, the accompanying Unaudited Condensed Consolidated Financial Statements include all adjustments consisting of normal recurring accruals necessary for fair presentation. Although we believe the disclosures in these financial statements are adequate and make the information presented not misleading, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
These Unaudited Condensed Consolidated Financial Statements and Notes thereto should be read in conjunction with the Audited Consolidated Financial Statements and Notes thereto included in our annual report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”) filed with the SEC on March 1, 2021.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2. Summary of Significant Accounting Policies
Apart from those matters described in this footnote, there have been no updates to our significant accounting policies since those reported under Note 2 of the 2020 Form 10-K.
Allowance for Credit Losses
We estimate our allowance for credit losses (formerly, the allowance for doubtful accounts) at each reporting date using a current expected credit loss model, which requires the measurement of expected credit losses for financial assets (e.g., accounts receivable) based on historical experience with customers, current economic conditions, and reasonable and supportable forecasts. We may also increase the allowance for credit losses in response to the specific identification of customers involved in bankruptcy proceedings and similar financial difficulties.
The following table presents our allowance for credit losses activity since December 31, 2020:
Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the Unaudited Condensed Consolidated Balance Sheets that sum to the total of the amounts shown in the Unaudited Condensed Statements of Consolidated Cash Flows.
Restricted cash primarily represents amounts held in segregated bank accounts by our clearing brokers as margin in support of our commodity derivative instruments portfolio and related physical purchases and sales of natural gas, NGLs, crude oil, refined products and power. Additional cash may be restricted to maintain our commodity derivative instruments portfolio as prices fluctuate or margin requirements change. See Note 13 for information regarding our derivative instruments and hedging activities.
Note 3. Inventories
Our inventory amounts by product type were as follows at the dates indicated:
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Due to fluctuating commodity prices, we recognize lower of cost or net realizable value adjustments when the carrying value of our available-for-sale inventories exceeds their net realizable value. The following table presents our total cost of sales amounts and lower of cost or net realizable value adjustments for the periods indicated:
Note 4. Property, Plant and Equipment
The historical costs of our property, plant and equipment and related balances were as follows at the dates indicated:
Property, plant and equipment at March 31, 2021 and December 31, 2020 includes $69.0 million and $69.7 million, respectively, of asset retirement costs capitalized as an increase in the associated long-lived asset. The following table presents information regarding our asset retirement obligations, or AROs, since December 31, 2020:
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Of the $150.1 million total ARO liability recorded at March 31, 2021, $11.3 million was reflected as a current liability and $138.8 million as a long-term liability.
The following table summarizes our depreciation and accretion expense and capitalized interest amounts for the periods indicated:
Asset impairment charges
In March 2021, we entered into agreements to sell a coal bed natural gas gathering system and related Val Verde treating facility, both of which were components of our San Juan Gathering System, to a third party for $40.0 million in cash. The transaction closed and was effective on April 1, 2021. In total, we recognized an impairment charge of $43.4 million, which reflects the write down of $36.6 million of property, plant and equipment and $6.8 million of intangible assets (see Note 6). The impairment charge attributable to this transaction primarily reflects the reclassification of the underlying assets and liabilities (at their estimated fair values) to their respective held-for-sale accounts at March 31, 2021. The remainder of our impairment charges for the three month periods ended March 31, 2021 and 2020 are attributable to the complete write-off of assets that are no longer expected to be used or constructed.
Asset impairment charges related to operations are a component of “Third party and other costs” within the “Operating costs and expenses” section of our Unaudited Condensed Statements of Consolidated Operations.
We are closely monitoring the recoverability of our long-lived assets, investments in unconsolidated affiliates and goodwill in light of the adverse economic effects of the coronavirus disease 2019 (“COVID-19”) pandemic. If the adverse economic impacts of the pandemic persist for longer periods than currently expected, these developments could result in the recognition of non-cash impairment charges in the future.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 5. Investments in Unconsolidated Affiliates
The following table presents our investments in unconsolidated affiliates by business segment at the dates indicated. We account for these investments using the equity method.
The following table presents our equity in income (loss) of unconsolidated affiliates by business segment for the periods indicated:
Note 6. Intangible Assets and Goodwill
Identifiable Intangible Assets
The following table summarizes our intangible assets by business segment at the dates indicated:
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the amortization expense of our intangible assets by business segment for the periods indicated:
The following table presents our forecast of amortization expense associated with existing intangible assets for the periods indicated:
Impairment of Intangible Asset
In March 2021, we recognized an impairment charge of $6.8 million for the write down of contract-based intangible assets associated with the sale of a portion of our San Juan Gathering System (see Note 4). The contract-based intangible assets were classified within our Natural Gas Pipelines & Services business segment.
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. There has been no change in our goodwill amounts since those reported in our 2020 Form 10-K. We are closely monitoring the recoverability of our long-lived assets, which include goodwill, in light of the COVID-19 pandemic.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 7. Debt Obligations
The following table presents our consolidated debt obligations (arranged by company and maturity date) at the dates indicated:
|
|
March 31,
2021
|
|
|
December 31,
2020
|
|
EPO senior debt obligations:
|
|
|
|
|
|
|
Commercial Paper Notes, variable-rates
|
|
$
|
115.0
|
|
|
$
|
–
|
|
Senior Notes TT, 2.80% fixed-rate, due February 2021
|
|
|
–
|
|
|
|
750.0
|
|
Senior Notes RR, 2.85% fixed-rate, due April 2021
|
|
|
–
|
|
|
|
575.0
|
|
September 2020 364-Day Revolving Credit Agreement, variable-rate, due September 2021
|
|
|
–
|
|
|
|
–
|
|
Senior Notes VV, 3.50% fixed-rate, due February 2022
|
|
|
750.0
|
|
|
|
750.0
|
|
Senior Notes CC, 4.05% fixed-rate, due February 2022
|
|
|
650.0
|
|
|
|
650.0
|
|
Senior Notes HH, 3.35% fixed-rate, due March 2023
|
|
|
1,250.0
|
|
|
|
1,250.0
|
|
Senior Notes JJ, 3.90% fixed-rate, due February 2024
|
|
|
850.0
|
|
|
|
850.0
|
|
Multi-Year Revolving Credit Agreement, variable-rate, due September 2024
|
|
|
–
|
|
|
|
–
|
|
Senior Notes MM, 3.75% fixed-rate, due February 2025
|
|
|
1,150.0
|
|
|
|
1,150.0
|
|
Senior Notes PP, 3.70% fixed-rate, due February 2026
|
|
|
875.0
|
|
|
|
875.0
|
|
Senior Notes SS, 3.95% fixed-rate, due February 2027
|
|
|
575.0
|
|
|
|
575.0
|
|
Senior Notes WW, 4.15% fixed-rate, due October 2028
|
|
|
1,000.0
|
|
|
|
1,000.0
|
|
Senior Notes YY, 3.125% fixed-rate, due July 2029
|
|
|
1,250.0
|
|
|
|
1,250.0
|
|
Senior Notes AAA, 2.80% fixed-rate, due January 2030
|
|
|
1,250.0
|
|
|
|
1,250.0
|
|
Senior Notes D, 6.875% fixed-rate, due March 2033
|
|
|
500.0
|
|
|
|
500.0
|
|
Senior Notes H, 6.65% fixed-rate, due October 2034
|
|
|
350.0
|
|
|
|
350.0
|
|
Senior Notes J, 5.75% fixed-rate, due March 2035
|
|
|
250.0
|
|
|
|
250.0
|
|
Senior Notes W, 7.55% fixed-rate, due April 2038
|
|
|
399.6
|
|
|
|
399.6
|
|
Senior Notes R, 6.125% fixed-rate, due October 2039
|
|
|
600.0
|
|
|
|
600.0
|
|
Senior Notes Z, 6.45% fixed-rate, due September 2040
|
|
|
600.0
|
|
|
|
600.0
|
|
Senior Notes BB, 5.95% fixed-rate, due February 2041
|
|
|
750.0
|
|
|
|
750.0
|
|
Senior Notes DD, 5.70% fixed-rate, due February 2042
|
|
|
600.0
|
|
|
|
600.0
|
|
Senior Notes EE, 4.85% fixed-rate, due August 2042
|
|
|
750.0
|
|
|
|
750.0
|
|
Senior Notes GG, 4.45% fixed-rate, due February 2043
|
|
|
1,100.0
|
|
|
|
1,100.0
|
|
Senior Notes II, 4.85% fixed-rate, due March 2044
|
|
|
1,400.0
|
|
|
|
1,400.0
|
|
Senior Notes KK, 5.10% fixed-rate, due February 2045
|
|
|
1,150.0
|
|
|
|
1,150.0
|
|
Senior Notes QQ, 4.90% fixed-rate, due May 2046
|
|
|
975.0
|
|
|
|
975.0
|
|
Senior Notes UU, 4.25% fixed-rate, due February 2048
|
|
|
1,250.0
|
|
|
|
1,250.0
|
|
Senior Notes XX, 4.80% fixed-rate, due February 2049
|
|
|
1,250.0
|
|
|
|
1,250.0
|
|
Senior Notes ZZ, 4.20% fixed-rate, due January 2050
|
|
|
1,250.0
|
|
|
|
1,250.0
|
|
Senior Notes BBB, 3.70% fixed-rate, due January 2051
|
|
|
1,000.0
|
|
|
|
1,000.0
|
|
Senior Notes DDD, 3.20% fixed-rate, due February 2052
|
|
|
1,000.0
|
|
|
|
1,000.0
|
|
Senior Notes NN, 4.95% fixed-rate, due October 2054
|
|
|
400.0
|
|
|
|
400.0
|
|
Senior Notes CCC, 3.95% fixed rate, due January 2060
|
|
|
1,000.0
|
|
|
|
1,000.0
|
|
TEPPCO senior debt obligations:
|
|
|
|
|
|
|
|
|
TEPPCO Senior Notes, 7.55% fixed-rate, due April 2038
|
|
|
0.4
|
|
|
|
0.4
|
|
Total principal amount of senior debt obligations
|
|
|
26,290.0
|
|
|
|
27,500.0
|
|
EPO Junior Subordinated Notes C, variable-rate, due June 2067 (1)
|
|
|
232.2
|
|
|
|
232.2
|
|
EPO Junior Subordinated Notes D, fixed/variable-rate, due August 2077 (2)
|
|
|
700.0
|
|
|
|
700.0
|
|
EPO Junior Subordinated Notes E, fixed/variable-rate, due August 2077 (3)
|
|
|
1,000.0
|
|
|
|
1,000.0
|
|
EPO Junior Subordinated Notes F, fixed/variable-rate, due February 2078 (4)
|
|
|
700.0
|
|
|
|
700.0
|
|
TEPPCO Junior Subordinated Notes, variable-rate, due June 2067 (1)
|
|
|
14.2
|
|
|
|
14.2
|
|
Total principal amount of senior and junior debt obligations
|
|
|
28,936.4
|
|
|
|
30,146.4
|
|
Other, non-principal amounts
|
|
|
(277.1
|
)
|
|
|
(280.7
|
)
|
Less current maturities of debt
|
|
|
(1,513.4
|
)
|
|
|
(1,325.0
|
)
|
Total long-term debt
|
|
$
|
27,145.9
|
|
|
$
|
28,540.7
|
|
References to “TEPPCO” mean TEPPCO Partners, L.P. prior to its merger with one of our wholly owned subsidiaries in October 2009.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Variable Interest Rates
The following table presents the range of interest rates and weighted-average interest rates paid on our consolidated variable-rate debt during the three months ended March 31, 2021:
Amounts borrowed under EPO’s 364-Day and Multi-Year Revolving Credit Agreements bear interest, at its election, equal to: (i) LIBOR, plus an additional variable spread; or (ii) an alternate base rate, which is the greater of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.5%, or (c) the LIBO Market Index Rate in effect on such day plus 1% and a variable spread. The applicable spreads are determined based on EPO's debt ratings.
In July 2017, the Financial Conduct Authority in the U.K. announced a desire to phase out LIBOR as a benchmark by the end of June 2023. Financial industry working groups are developing replacement rates and methodologies to transition existing agreements that depend on LIBOR as a reference rate. We currently do not expect the transition from LIBOR to have a material financial impact on us.
Scheduled Maturities of Debt
The following table presents the scheduled maturities of principal amounts of EPO’s consolidated debt obligations at March 31, 2021 for the next five years, and in total thereafter:
In February 2021, EPO repaid all of the $750.0 million in principal amount of its Senior Notes TT using remaining cash on hand attributable to its August 2020 senior notes offering and proceeds from the issuance of short-term notes under its commercial paper program.
In March 2021, EPO redeemed all of the $575.0 million outstanding principal amount of its Senior Notes RR one month prior to their scheduled maturity in April 2021. These notes were redeemed at par (i.e., at a redemption price equal to the outstanding principal amount of such notes to be redeemed, plus accrued and unpaid interest thereon) using proceeds from the issuance of short-term notes under its commercial paper program.
Letters of Credit
At March 31, 2021, EPO had $200.7 million of letters of credit outstanding primarily related to our commodity hedging activities.
Lender Financial Covenants
We were in compliance with the financial covenants of our consolidated debt agreements at March 31, 2021.
Parent-Subsidiary Guarantor Relationships
The Partnership acts as guarantor of the consolidated debt obligations of EPO, with the exception of the remaining debt obligations of TEPPCO. If EPO were to default on any of its guaranteed debt, the Partnership would be responsible for full and unconditional repayment of that obligation.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 8. Capital Accounts
Common Limited Partner Interests
The following table summarizes changes in the number of our common units outstanding since December 31, 2020:
Registration Statements
We have a universal shelf registration statement (the “2019 Shelf”) on file with the SEC which allows the Partnership and EPO (each on a standalone basis) to issue an unlimited amount of equity and debt securities, respectively.
In addition, the Partnership has a registration statement on file with the SEC covering the issuance of up to $2.54 billion of its common units in amounts, at prices and on terms based on market conditions and other factors at the time of such offerings (referred to as the Partnership’s at-the-market (“ATM”) program). The Partnership did not issue any common units under its ATM program during the three months ended March 31, 2021. The Partnership’s capacity to issue additional common units under the ATM program remains at $2.54 billion as of March 31, 2021.
We may issue additional equity and debt securities to assist us in meeting our future liquidity requirements, including those related to capital investments.
Common Unit Repurchases Under 2019 Buyback Program
In January 2019, we announced that the Board of Enterprise GP had approved a $2.0 billion multi-year unit buyback program (the “2019 Buyback Program”), which provides the Partnership with an additional method to return capital to investors. The 2019 Buyback Program authorizes the Partnership to repurchase its common units from time to time, including through open market purchases and negotiated transactions. No time limit has been set for completion of the program, and it may be suspended or discontinued at any time.
During the three months ended March 31, 2021, the Partnership settled open market repurchase transactions initiated in December 2020 involving an aggregate 709,816 common units. The total cost of these repurchases was $13.9 million including commissions and fees. During the three months ended March 31, 2020, the Partnership repurchased 6,357,739 common units under the 2019 Buyback Program for a total purchase price of $140.1 million including commissions and fees. Units repurchased under the 2019 Buyback Program are immediately cancelled upon acquisition. At March 31, 2021, the remaining available capacity under the 2019 Buyback Program was $1.72 billion.
Common Units Issued in Connection With the Vesting of Phantom Unit Awards
After taking into account tax withholding requirements, the Partnership issued 3,553,313 new common units to employees in connection with the vesting of phantom unit awards during the three months ended March 31, 2021. See Note 12 for information regarding our phantom unit awards.
Common Units Delivered Under DRIP and EUPP
The Partnership has registration statements on file with the SEC in connection with its distribution reinvestment plan (“DRIP”) and employee unit purchase plan (“EUPP”). In July 2019, the Partnership announced that, beginning with the quarterly distribution payment paid in August 2019, it would use common units purchased on the open market, rather than issuing new common units, to satisfy its delivery obligations under the DRIP and EUPP. This election is subject to change in future quarters depending on the Partnership’s need for equity capital. During the three months ended March 31, 2021, agents of the Partnership purchased 1,553,688 common units on the open market and delivered them to participants in the DRIP and EUPP. Apart from $0.5 million attributable to the plan discount available to all participants in the EUPP, the funds used to effect these purchases were sourced from the DRIP and EUPP participants. No other Partnership funds were used to satisfy these obligations. We plan to use open market purchases to satisfy DRIP and EUPP reinvestments in connection with the distribution expected to be paid on May 12, 2021.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Preferred Units
The following table summarizes changes in the number of our Series A Cumulative Convertible Preferred Units (“preferred units”) outstanding since December 31, 2020:
We present the capital accounts attributable to our preferred unitholders as mezzanine equity on our consolidated balance sheets since the terms of the preferred units allow for cash redemption by such unitholders in the event of a Change of Control (as defined in our partnership agreement), without regard to the likelihood of such an event.
In February 2021, the Partnership made a quarterly distribution to its third party and related party preferred unitholders valued at $0.9 million, consisting of paid-in-kind distributions of 274 new preferred units and $0.6 million of cash.
In March 2021, a privately held affiliate of EPCO sold its entire ownership interest in the Partnership’s preferred units to third parties.
Accumulated Other Comprehensive Income (Loss)
The following tables present the components of accumulated other comprehensive income (loss) as reported on our Unaudited Condensed Consolidated Balance Sheets at the dates indicated:
The following table presents reclassifications of (income) loss out of accumulated other comprehensive income (loss) into net income during the periods indicated:
For information regarding our interest rate and commodity derivative instruments, see Note 13.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Cash Distributions
On April 8, 2021, we announced that the Board declared a quarterly cash distribution of $0.45 per common unit, or $1.80 per common unit on an annualized basis, to be paid to the Partnership’s common unitholders with respect to the first quarter of 2021. The quarterly distribution is payable on May 12, 2021 to unitholders of record as of the close of business on April 30, 2021. The total amount to be paid is $991.5 million, which includes $8.1 million for distribution equivalent rights (“DERs”) on phantom unit awards.
The payment of quarterly cash distributions is subject to management’s evaluation of our financial condition, results of operations and cash flows in connection with such payments and Board approval. In light of current economic conditions, management will evaluate any future increases in cash distributions on a quarterly basis.
Note 9. Revenues
We classify our revenues into sales of products and midstream services. Product sales relate primarily to our various marketing activities whereas midstream services represent our other integrated businesses (i.e., gathering, processing, transportation, fractionation, storage and terminaling). The following table presents our revenues by business segment, and further by revenue type, for the periods indicated:
Substantially all of our revenues are derived from contracts with customers as defined within ASC 606, Revenue from Contracts with Customers.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unbilled Revenue and Deferred Revenue
The following table provides information regarding our contract assets and contract liabilities at March 31, 2021:
The following table presents significant changes in our unbilled revenue and deferred revenue balances for the three months ended March 31, 2021:
Remaining Performance Obligations
The following table presents estimated fixed future consideration from revenue contracts that contain minimum volume commitments, deficiency and similar fees and the term of the contracts exceeds one year. These amounts represent the revenues we expect to recognize in future periods from these contracts as of March 31, 2021.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 10. Business Segments and Related Information
Our operations are reported under four business segments: (i) NGL Pipelines & Services, (ii) Crude Oil Pipelines & Services, (iii) Natural Gas Pipelines & Services and (iv) Petrochemical & Refined Products Services. Our business segments are generally organized and managed according to the types of services rendered (or technologies employed) and products produced and/or sold.
Financial information regarding these segments is evaluated regularly by our co-chief operating decision makers in deciding how to allocate resources and in assessing our operating and financial performance. The co-principal executive officers of our general partner have been identified as our chief operating decision makers. While these two officers evaluate results in a number of different ways, the business segment structure is the primary basis for which the allocation of resources and financial results are assessed.
The following information summarizes the assets and operations of each business segment:
Segment Gross Operating Margin
We evaluate segment performance based on our financial measure of gross operating margin. Gross operating margin is an important performance measure of the core profitability of our operations and forms the basis of our internal financial reporting. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating segment results. Gross operating margin is exclusive of other income and expense transactions, income taxes, the cumulative effect of changes in accounting principles and extraordinary charges. Gross operating margin is presented on a 100% basis before any allocation of earnings to noncontrolling interests. Our calculation of gross operating margin may or may not be comparable to similarly titled measures used by other companies.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table presents our measurement of total segment gross operating margin for the periods presented. The GAAP financial measure most directly comparable to total segment gross operating margin is operating income.
Gross operating margin by segment is calculated by subtracting segment operating costs and expenses from segment revenues, with both segment totals reflecting the adjustments noted in the preceding table, as applicable, and before the elimination of intercompany transactions. The following table presents gross operating margin by segment for the periods indicated:
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Summarized Segment Financial Information
Information by business segment, together with reconciliations to amounts presented on, or included in, our Unaudited Condensed Statements of Consolidated Operations, is presented in the following table:
Segment revenues include intersegment and intrasegment transactions, which are generally based on transactions made at market-based rates. Our consolidated revenues reflect the elimination of intercompany transactions. Substantially all of our consolidated revenues are earned in the U.S. and derived from a wide customer base.
Information by business segment, together with reconciliations to our Unaudited Condensed Consolidated Balance Sheet totals, is presented in the following table:
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Supplemental Revenue and Expense Information
The following table presents additional information regarding our consolidated revenues and costs and expenses for the periods indicated:
Fluctuations in our product sales revenues and related cost of sales amounts are explained in part by changes in energy commodity prices. In general, higher energy commodity prices result in an increase in our revenues attributable to product sales; however, these higher commodity prices also increase the associated cost of sales as purchase costs are higher. The same type of correlation would be true in the case of lower energy commodity sales prices and purchase costs.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 11. Earnings Per Unit
The following table presents our calculation of basic and diluted earnings per common unit for the periods indicated:
Note 12. Equity-Based Awards
An allocated portion of the fair value of EPCO’s equity-based awards is charged to us under the ASA. The following table summarizes compensation expense we recognized in connection with equity-based awards for the periods indicated:
The fair value of equity-classified awards is amortized to earnings over the requisite service or vesting period. Equity-classified awards are expected to result in the issuance of the Partnership’s common units upon vesting. Compensation expense for liability-classified awards is recognized over the requisite service or vesting period based on the fair value of the award remeasured at each reporting date. Liability-classified awards are settled in cash upon vesting.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Phantom Unit Awards
Subject to customary forfeiture provisions, phantom unit awards allow recipients to acquire the Partnership’s common units once a defined vesting period expires (at no cost to the recipient apart from fulfilling required service and other conditions). The following table presents phantom unit award activity for the period indicated:
Each phantom unit award includes a DER, which entitles the participant to nonforfeitable cash payments equal to the product of the number of phantom unit awards outstanding for the participant and the cash distribution per common unit paid by the Partnership to its common unitholders. Cash payments made in connection with DERs are charged to partners’ equity when the phantom unit award is expected to result in the issuance of common units; otherwise, such amounts are expensed.
The following table presents supplemental information regarding phantom unit awards for the periods indicated:
For the EPCO group of companies, the unrecognized compensation cost associated with phantom unit awards was $269.8 million at March 31, 2021, of which our share of such cost is currently estimated to be $229.2 million. Due to the graded vesting provisions of these awards, we expect to recognize our share of the unrecognized compensation cost for these awards over a weighted-average period of 2.3 years.
Profits Interest Awards
EPCO has established four limited partnerships (referred to as “Employee Partnerships”) that serve as long-term incentive arrangements for key employees of EPCO by providing them a profits interest in one or more of the Employee Partnerships. At March 31, 2021, our share of the total unrecognized compensation cost related to the Employee Partnerships was $14.9 million, which we expect to recognize over a weighted-average period of 2.6 years.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 13. Hedging Activities and Fair Value Measurements
In the normal course of our business operations, we are exposed to certain risks, including changes in interest rates and commodity prices. In order to manage risks associated with assets, liabilities and certain anticipated future transactions, we use derivative instruments such as futures, forward contracts, swaps, options and other instruments with similar characteristics. Substantially all of our derivatives are used for non-trading activities.
Interest Rate Hedging Activities
We may utilize interest rate swaps, forward-starting swaps, options to enter into forward-starting swaps (“swaptions”), and similar derivative instruments to manage our exposure to changes in interest rates charged on borrowings under certain consolidated debt agreements. This strategy may be used in controlling our overall cost of capital associated with such borrowings.
Forward-Starting Swaps
As a result of favorable market conditions, we terminated an aggregate $675.0 million notional amount of forward-starting swaps in March 2021, which resulted in a net cash payment of $0.1 million. Since the original swaptions associated with these forward-starting swaps were not designated as hedging instruments and were subject to mark-to-market accounting, we previously incurred an unrealized, mark-to-market loss at inception of the forward starting swaps of $47.6 million that was reflected as an increase in interest expense in 2019. Immediately following exercise of the swaptions and our being put into the forward-starting swaps, these instruments were designated as cash flow hedges. For the period from inception through the termination date in March 2021, we recognized cumulative gains on the forward-starting swaps of $47.5 million in accumulated other comprehensive income, of which $45.9 million will be reclassified to earnings (as a decrease in interest expense) over the life of the associated debt obligations. We reclassified $1.6 million of the cumulative gain as a decrease in interest expense in March 2021.
We terminated an additional aggregate $400.0 million notional amount of forward-starting swaps in March 2021 due to favorable market conditions, which resulted in net cash proceeds of $75.3 million. As cash flow hedges, gains on these derivative instruments are reflected as a component of accumulated other comprehensive income and will be reclassified to earnings (as a decrease in interest expense) over the life of the associated future debt obligations.
As a result of these terminations, we do not have any interest rate derivative instruments outstanding at March 31, 2021.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Commodity Hedging Activities
The prices of natural gas, NGLs, crude oil, petrochemicals and refined products are subject to fluctuations in response to changes in supply and demand, market conditions and a variety of additional factors that are beyond our control. In order to manage such price risks, we enter into commodity derivative instruments such as physical forward contracts, futures contracts, fixed-for-float swaps and basis swaps.
At March 31, 2021, our predominant commodity hedging strategies consisted of (i) hedging anticipated future purchases and sales of commodity products associated with transportation, storage and blending activities, (ii) hedging natural gas processing margins and (iii) hedging the fair value of commodity products held in inventory.
The following table summarizes our portfolio of commodity derivative instruments outstanding at March 31, 2021 (volume measures as noted):
The carrying amount of our inventories subject to fair value hedges was $256.8 million and $144.0 million at March 31, 2021 and December 31, 2020, respectively.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Tabular Presentation of Fair Value Amounts, and Gains and Losses on
Derivative Instruments and Related Hedged Items
The following table provides a balance sheet overview of our derivative assets and liabilities at the dates indicated:
Certain of our commodity derivative instruments are subject to master netting arrangements or similar agreements. The following tables present our derivative instruments subject to such arrangements at the dates indicated:
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Derivative assets and liabilities recorded on our Unaudited Condensed Consolidated Balance Sheets are presented on a gross-basis and determined at the individual transaction level. The tabular presentation above provides a means for comparing the gross amount of derivative assets and liabilities, excluding associated accounts payable and receivable, to the net amount that would likely be receivable or payable under a default scenario based on the existence of rights of offset in the respective derivative agreements. Any cash collateral paid or received is reflected in these tables, but only to the extent that it represents variation margins. Any amounts associated with derivative prepayments or initial margins that are not influenced by the derivative asset or liability amounts or those that are determined solely on their volumetric notional amounts are excluded from these tables.
The following tables present the effect of our derivative instruments designated as fair value hedges on our Unaudited Condensed Statements of Consolidated Operations for the periods indicated:
The gain (loss) corresponding to the hedge ineffectiveness on the fair value hedges was negligible for all periods presented. The remaining gain (loss) for each period presented is primarily attributable to prompt-to-forward month price differentials that were excluded from the assessment of hedge effectiveness.
The following tables present the effect of our derivative instruments designated as cash flow hedges on our Unaudited Condensed Statements of Consolidated Operations and Unaudited Condensed Statements of Consolidated Comprehensive Income for the periods indicated:
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Over the next twelve months, we expect to reclassify $39.8 million of losses attributable to interest rate derivative instruments from accumulated other comprehensive loss to earnings as an increase in interest expense. Likewise, we expect to reclassify $92.1 million of gains attributable to commodity derivative instruments from accumulated other comprehensive income to earnings, with $92.0 million as an increase in revenue and $0.1 million as a decrease in operating costs and expenses.
The following table presents the effect of our derivative instruments not designated as hedging instruments on our Unaudited Condensed Statements of Consolidated Operations for the periods indicated:
The $42.2 million loss recognized for the three months ended March 31, 2021 (as noted in the preceding table) from derivatives not designated as hedging instruments consists of $104.5 million of realized losses and $62.3 million of net unrealized mark-to-market gains attributable to commodity derivatives.
Fair Value Measurements
The following tables set forth, by level within the Level 1, 2 and 3 fair value hierarchy, the carrying values of our financial assets and liabilities at the dates indicated. These assets and liabilities are measured on a recurring basis and are classified based on the lowest level of input used to estimate their fair value. Our assessment of the relative significance of such inputs requires judgment.
The values for commodity derivatives are presented before and after the application of Chicago Mercantile Exchange (“CME”) Rule 814, which deems that financial instruments cleared by the CME are settled daily in connection with variation margin payments. As a result of this exchange rule, CME-related derivatives are considered to have no fair value at the balance sheet date for financial reporting purposes; however, the derivatives remain outstanding and subject to future commodity price fluctuations until they are settled in accordance with their contractual terms. Derivative transactions cleared on exchanges other than the CME (e.g., the Intercontinental Exchange or ICE) continue to be reported on a gross basis.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In the aggregate, the fair value of our commodity hedging portfolios at March 31, 2021 was a net derivative liability of $340.7 million prior to the impact of CME Rule 814.
Financial assets and liabilities recorded on the balance sheet at March 31, 2021 using significant unobservable inputs (Level 3) are not material to the Unaudited Condensed Consolidated Financial Statements.
Nonrecurring Fair Value Measurements
We did not have any significant nonrecurring fair value measurements at March 31, 2021 or 2020.
See Note 4 for information regarding other non-cash asset impairment charges.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Other Fair Value Information
The carrying amounts of cash and cash equivalents (including restricted cash balances), accounts receivable, commercial paper notes and accounts payable approximate their fair values based on their short-term nature. The estimated total fair value of our fixed-rate debt obligations was $31.72 billion and $35.00 billion at March 31, 2021 and December 31, 2020, respectively. The aggregate carrying value of these debt obligations was $28.58 billion and $29.90 billion at March 31, 2021 and December 31, 2020, respectively. These values are primarily based on quoted market prices for such debt or debt of similar terms and maturities (Level 2) and our credit standing. Changes in market rates of interest affect the fair value of our fixed-rate debt. The carrying values of our variable-rate long-term debt obligations approximate their fair values since the associated interest rates are market-based. We do not have any long-term investments in debt or equity securities recorded at fair value.
Note 14. Related Party Transactions
The following table summarizes our related party transactions for the periods indicated:
The following table summarizes our related party accounts receivable and accounts payable balances at the dates indicated:
We believe that the terms and provisions of our related party agreements are fair to us; however, such agreements and transactions may not be as favorable to us as we could have obtained from unaffiliated third parties.
Relationship with EPCO and Affiliates
We have an extensive and ongoing relationship with EPCO and its privately held affiliates (including Enterprise GP, our general partner), which are not a part of our consolidated group of companies.
At March 31, 2021, EPCO and its privately held affiliates (including Dan Duncan LLC and certain Duncan family trusts) beneficially owned the following limited partner interests in us:
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Of the total number of Partnership common units held by EPCO and its privately held affiliates, 92,976,464 have been pledged as security under the separate credit facilities of EPCO and its privately held affiliates at March 31, 2021. These credit facilities contain customary and other events of default, including defaults by us and other affiliates of EPCO. An event of default, followed by a foreclosure on the pledged collateral, could ultimately result in a change in ownership of these units and affect the market price of the Partnership’s common units.
The Partnership and Enterprise GP are both separate legal entities apart from each other and apart from EPCO and its other affiliates, with assets and liabilities that are also separate from those of EPCO and its other affiliates. EPCO and its privately held affiliates depend on the cash distributions they receive from us and other investments to fund their other activities and to meet their respective debt obligations. During the three months ended March 31, 2021 and 2020, we paid EPCO and its privately held affiliates cash distributions totaling $306.1 million and $302.8 million, respectively.
We have no employees. All of our administrative and operating functions are provided either by employees of EPCO (pursuant to the ASA) or by other service providers. We and our general partner are parties to the ASA. The following table presents our related party costs and expenses attributable to the ASA with EPCO for the periods indicated:
We lease office space from privately held affiliates of EPCO at rental rates that approximate market rates. For each of the three months ended March 31, 2021 and 2020, we recognized $3.4 million of related party operating lease expense in connection with these office space leases.
Note 15. Income Taxes
The following table presents the components of our consolidated benefit from (provision for) income taxes for the periods indicated (dollars in millions):
Our federal, state and foreign income tax benefit (provision) is summarized below:
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of the benefit from (provision for) income taxes with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows:
The following table presents the significant components of deferred tax assets and deferred tax liabilities at the dates indicated:
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OTA Deferred Tax Liability
On March 5, 2020, the Partnership settled its obligations under a put option agreement (the “Liquidity Option Agreement” or “Liquidity Option”) with OTA and Marquard & Bahls AG, and became the owner of OTA and indirectly assumed its deferred tax liability, which reflects OTA’s outside basis difference in the limited partner interests it received from the Partnership in October 2014. Upon settlement of the Liquidity Option, the Liquidity Option liability recorded by the Partnership was effectively replaced by the deferred tax liability of OTA calculated in accordance with ASC 740, Income Taxes.
At March 5, 2020, the Liquidity Option liability amount was $511.9 million. Since the book value of the Liquidity Option liability exceeded OTA’s estimated deferred tax liability of $439.7 million on that date, we recognized a non-cash benefit in earnings of $72.2 million, which is reflected in the “Benefit from (provision for) income tax” line on our Unaudited Condensed Statement of Consolidated Operations for the three months ended March 31, 2020. OTA recognized an additional net, non-cash deferred income tax benefit of $115.0 million at March 31, 2020 primarily due to a decrease in the outside basis difference of its investment in the Partnership attributable to a decline in the market price of the Partnership’s common units subsequent to March 5, 2020 through March 31, 2020. In total, our earnings for the three months ended March 31, 2020 reflect $187.2 million of net deferred income tax benefit attributable to OTA.
Note 16. Commitments and Contingent Liabilities
Litigation
As part of our normal business activities, we may be named as defendants in legal proceedings, including those arising from regulatory and environmental matters. Although we are insured against various risks to the extent we believe it is prudent, there is no assurance that the nature and amount of such insurance will be adequate, in every case, to fully indemnify us against losses arising from future legal proceedings. We will vigorously defend the Partnership in litigation matters.
Our accruals for litigation contingencies were $0.2 million and $6.1 million at March 31, 2021 and December 31, 2020, respectively, and recorded in our Unaudited Condensed Consolidated Balance Sheets as a component of “Other current liabilities.”
PDH Litigation
In July 2013, we executed a contract with Foster Wheeler USA Corporation (“Foster Wheeler”) pursuant to which Foster Wheeler was to serve as the general contractor responsible for the engineering, procurement, construction and installation of our first propane dehydrogenation facility (“PDH 1”). In November 2014, Foster Wheeler was acquired by an affiliate of AMEC plc to form Amec Foster Wheeler plc, and Foster Wheeler is now known as Amec Foster Wheeler USA Corporation (“AFW”). In December 2015, Enterprise and AFW entered into a transition services agreement under which AFW was partially terminated from the PDH 1 project. In December 2015, Enterprise engaged a second contractor, Optimized Process Designs LLC, to complete the construction and installation of PDH 1.
On September 2, 2016, we terminated AFW for cause and filed a lawsuit in the 151st Judicial Civil District Court of Harris County, Texas against AFW and its parent company, Amec Foster Wheeler plc, asserting claims for breach of contract, breach of warranty, fraudulent inducement, string-along fraud, gross negligence, professional negligence, negligent misrepresentation and attorneys’ fees. We intend to diligently prosecute these claims and seek all direct, consequential, and exemplary damages to which we may be entitled.
Contractual Obligations
Scheduled Maturities of Debt
We have long-term and short-term payment obligations under debt agreements. In total, the principal amount of our consolidated debt obligations were $28.94 billion and $30.15 billion at March 31, 2021 and December 31, 2020, respectively. The year-to-date reduction in debt principal amount outstanding is primarily due to EPO’s repayment of Senior Notes TT and RR, partially offset by the issuance of short-term notes under its commercial paper program. See Note 7 for additional information regarding our scheduled future maturities of debt principal.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Lease Accounting Matters
There has been no significant change in our operating lease obligations since those disclosed in the 2020 Form 10-K.
The following table presents information regarding operating leases where we are the lessee at March 31, 2021:
The following table disaggregates our total operating lease expense for the periods indicated:
Cash payments attributable to operating lease obligations were $9.1 million and $10.1 million for the three months ended March 31, 2021 and 2020, respectively.
Operating lease income for the three months ended March 31, 2021 and 2020 was $3.0 million and $3.5 million, respectively.
Purchase Obligations
We have contractual future product purchase commitments for natural gas, NGLs, crude oil, petrochemicals and refined products representing enforceable and legally binding agreements as of the reporting date. Our product purchase commitments increased from $14.8 billion at December 31, 2020 to $19.34 billion at March 31, 2021 primarily due to an increase in crude oil and NGL prices between the two reporting dates.
ENTERPRISE PRODUCTS PARTNERS L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 17. Supplemental Cash Flow Information
The following table provides information regarding the net effect of changes in our operating accounts and cash payments for interest and income taxes for the periods indicated:
We incurred liabilities for construction in progress that had not been paid at March 31, 2021 and December 31, 2020 of $283.4 million and $236.1 million, respectively. Such amounts are not included under the caption “Capital expenditures” on the Unaudited Condensed Statements of Consolidated Cash Flows.
We recognized non-cash charges totaling $11.5 million for involuntary conversions during the first quarter of 2021 that are a component of net losses attributable to asset sales and related matters.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
For the Three Months Ended March 31, 2021 and 2020
The following information should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and accompanying Notes included in this quarterly report on Form 10-Q and the Audited Consolidated Financial Statements and related Notes, together with our discussion and analysis of financial position and results of operations, included in our annual report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”), as filed on March 1, 2021 with the U.S. Securities and Exchange Commission (“SEC”). Our financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”).
Cautionary Statement Regarding Forward-Looking Information
This quarterly report on Form 10-Q for the year ended March 31, 2021 (our “quarterly report”) contains various forward-looking statements and information that are based on our beliefs and those of our general partner, as well as assumptions made by us and information currently available to us. When used in this document, words such as “anticipate,” “project,” “expect,” “plan,” “seek,” “goal,” “estimate,” “forecast,” “intend,” “could,” “should,” “would,” “will,” “believe,” “may,” “scheduled,” “potential” and similar expressions and statements regarding our plans and objectives for future operations are intended to identify forward-looking statements. Although we and our general partner believe that our expectations reflected in such forward-looking statements (including any forward-looking statements/expectations of third parties referenced in this quarterly report) are reasonable, neither we nor our general partner can give any assurances that such expectations will prove to be correct.
Forward-looking statements are subject to a variety of risks (including those attributable to the Coronavirus disease 2019 (“COVID-19”) pandemic), uncertainties and assumptions as described in more detail under Part I, Item 1A of our 2020 Form 10-K. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. You should not put undue reliance on any forward-looking statements. The forward-looking statements in this quarterly report speak only as of the date hereof. Except as required by federal and state securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or any other reason.
Key References Used in this Management’s Discussion and Analysis
Unless the context requires otherwise, references to “we,” “us” or “our” within this quarterly report are intended to mean the business and operations of Enterprise Products Partners L.P. and its consolidated subsidiaries.
References to the “Partnership” mean Enterprise Products Partners L.P. on a standalone basis.
References to “EPO” mean Enterprise Products Operating LLC, which is an indirect wholly owned subsidiary of the Partnership, and its consolidated subsidiaries, through which the Partnership conducts its business. We are managed by our general partner, Enterprise Products Holdings LLC (“Enterprise GP”), which is a wholly owned subsidiary of Dan Duncan LLC, a privately held Texas limited liability company.
The membership interests of Dan Duncan LLC are owned by a voting trust, the current trustees (“DD LLC Trustees”) of which are: (i) Randa Duncan Williams, who is also a director and Chairman of the Board of Directors (the “Board”) of Enterprise GP; (ii) Richard H. Bachmann, who is also a director and Vice Chairman of the Board of Enterprise GP; and (iii) W. Randall Fowler, who is also a director and the Co-Chief Executive Officer and Chief Financial Officer of Enterprise GP. Ms. Duncan Williams and Messrs. Bachmann and Fowler also currently serve as managers of Dan Duncan LLC.
References to “EPCO” mean Enterprise Products Company, a privately held Texas corporation, and its privately held affiliates. The outstanding voting capital stock of EPCO is owned by a voting trust, the current trustees (“EPCO Trustees”) of which are: (i) Ms. Duncan Williams, who serves as Chairman of EPCO; (ii) Mr. Bachmann, who serves as the President and Chief Executive Officer of EPCO; and (iii) Mr. Fowler, who serves as an Executive Vice President and the Chief Financial Officer of EPCO. Ms. Duncan Williams and Messrs. Bachmann and Fowler also currently serve as directors of EPCO.
We, Enterprise GP, EPCO and Dan Duncan LLC are affiliates under the collective common control of the DD LLC Trustees and the EPCO Trustees. EPCO, together with its privately held affiliates, owned approximately 32.2% of the Partnership’s common units outstanding at March 31, 2021. In March 2021, a privately held affiliate of EPCO sold its entire ownership interest in the Partnership’s Series A Cumulative Convertible Preferred Units (“preferred units”) to third parties.
As generally used in the energy industry and in this quarterly report, the acronyms below have the following meanings:
As used in this quarterly report, the phrase “quarter-to-quarter” means the first quarter of 2021 compared to the first quarter of 2020.
Business Summary
We are a publicly traded Delaware limited partnership, the common units of which are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “EPD.” Our preferred units are not publicly traded. We were formed in April 1998 to own and operate certain natural gas liquids (“NGLs”) related businesses of EPCO and are a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs, crude oil, petrochemicals and refined products. We are owned by our limited partners (preferred and common unitholders) from an economic perspective. Enterprise GP, which owns a non-economic general partner interest in us, manages our Partnership. We conduct substantially all of our business operations through EPO and its consolidated subsidiaries.
Our fully integrated, midstream energy asset network (or “value chain”) links producers of natural gas, NGLs and crude oil from some of the largest supply basins in the United States (“U.S.”), Canada and the Gulf of Mexico with domestic consumers and international markets. Our midstream energy operations include:
The safe operation of our assets is a top priority. We are committed to protecting the environment and the health and safety of the public and those working on our behalf by conducting our business activities in a safe and environmentally responsible manner. For additional information, see “Environmental, Safety and Conservation” within the Regulatory Matters section of Part I, Items 1 and 2 of the 2020 Form 10-K.
Like many publicly traded partnerships, we have no employees. All of our management, administrative and operating functions are performed by employees of EPCO pursuant to an administrative services agreement (the “ASA”) or by other service providers.
Our financial position, results of operations and cash flows are subject to certain risks. For information regarding such risks, see “Risk Factors” included under Part I, Item 1A of the 2020 Form 10-K.
We provide investors access to additional information regarding the Partnership and our consolidated businesses, including information relating to governance procedures and principles, through our website, www.enterpriseproducts.com.
Current Outlook
As noted previously under “Cautionary Statement Regarding Forward-Looking Information” within this Part I, Item 2, this quarterly report on Form 10-Q, including this update to our outlook on business conditions, contains forward-looking statements that are based on our beliefs and those of Enterprise GP. In addition, it reflects assumptions made by us and information currently available to us.
With regards to the outlook for hydrocarbon supply and demand fundamentals described in our 2020 Form 10-K, we believe that the underlying trends remain generally intact. Ongoing production cuts within the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia (collectively, the “OPEC+” group), along with market-driven cuts in U.S., Brazilian and Canadian supplies, continue to provide much-needed support for international energy markets in coping with weakness in hydrocarbon demand attributable to the COVID-19 pandemic. As vaccination programs are implemented on a wider scale, many countries have eased their COVID-19 containment measures and governments have instituted fiscal measures in an effort to support economic activity. As a result, hydrocarbon demand has started to recover; however, a continuation of this trend remains dependent on successful containment of the disease, the efficacy and distribution of approved vaccines on COVID-19 and its emerging variants, and proven therapeutics.
We continue to believe that our integrated, diversified and fee-based business model will enable us to successfully traverse this difficult period. The Partnership and its consolidated operations remain in a strong position, with our financial strength and operational flexibility demonstrated by $5.11 billion of consolidated liquidity at March 31, 2021, investment grade credit ratings on EPO’s long-term senior unsecured debt, a disciplined capital spending approach, the optimization of our assets to provide incremental services to customers and to respond to market opportunities, and a portfolio of diverse, high quality customers.
The value of our diversified and integrated midstream system was exhibited again in the first quarter of 2021. Our propylene, NGL, refined products and natural gas businesses benefited from greater demand associated with the early stages of an economic recovery, winter demand and higher commodity prices. This was partially offset by plant and pipeline disruptions and lower volumes attributable to the impacts of major winter storms in mid-February 2021 and major maintenance activities at our PDH 1 and octane enhancement facilities.
Impact of February 2021 Winter Storms
Two major winter storms, Uri and Viola, impacted Texas and the southern U.S. in mid-February 2021 (the “February 2021 winter storms”). The storms had a major impact on the electric power grid in Texas, which resulted in widespread power outages. Voluntarily and in accordance with our agreements with the Electric Reliability Council of Texas, Inc. (“ERCOT”), we temporarily shut down our non-essential plants and other operations in Texas to support residential power consumption. Those Texas assets that remained operational (e.g., our natural gas processing plants, storage facilities and Texas Intrastate System) were impacted by rolling blackouts. The economic impacts of these disruptions, higher power and natural gas costs, as well as losses on natural gas hedges, were mitigated by sales of natural gas to electricity generators, natural gas utilities and industrial customers to assist them in meeting their requirements. During and following the storms, many of our customers also experienced downtime due to freeze-related damage and repairs that impacted our volumes.
Significant Recent Developments
Enterprise to Increase Its Use of Power from Renewable Resources
In March 2021, we announced the execution of a power purchase agreement with EDF Renewables North America that will increase our use of electricity from solar power by 100 MWac/132 MWdc. We are committed to being a responsible steward of the environment, including using energy sustainably across our footprint. We estimate that by 2025, approximately 25% of our power will be from renewable resources.
Enterprise and Magellan to Develop Joint Houston Crude Oil Futures Contract
In January 2021, we and Magellan Midstream Partners, L.P (“Magellan”) announced that our affiliates had entered into an agreement to jointly develop a futures contract for the physical delivery of crude oil in the Houston, Texas area in response to market interest for a Houston-based index with greater scale, flow assurance and price transparency. The quality specifications will be consistent with WTI crude oil originating from the Permian Basin with delivery capabilities at either our ECHO terminal in Houston or Magellan’s East Houston terminal.
Selected Energy Commodity Price Data
The following table presents selected average index prices for natural gas and selected NGL and petrochemical products for the periods indicated:
The weighted-average indicative market price for NGLs was $0.61 per gallon in the first quarter of 2021 versus $0.35 per gallon in the first quarter of 2020.
The following table presents selected average index prices for crude oil for the periods indicated:
Fluctuations in our consolidated revenues and cost of sales amounts are explained in large part by changes in energy commodity prices. An increase in our consolidated marketing revenues due to higher energy commodity sales prices may not result in an increase in gross operating margin or cash available for distribution, since our consolidated cost of sales amounts would also increase due to comparable increases in the purchase prices of the underlying energy commodities. The same type of correlation would be true in the case of lower energy commodity sales prices and purchase costs.
We attempt to mitigate commodity price exposure through our hedging activities and the use of fee-based arrangements. See Note 13 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report and “Quantitative and Qualitative Disclosures About Market Risk” under Part I, Item 3 of this quarterly report for information regarding our commodity hedging activities.
Income Statement Highlights
The following table summarizes the key components of our consolidated results of operations for the periods indicated (dollars in millions):
Revenues
The following table presents each business segment’s contribution to consolidated revenues for the periods indicated (dollars in millions):
Total revenues for the first quarter of 2021 increased $1.67 billion when compared to the first quarter of 2020 primarily due to a net $1.67 billion increase in marketing revenues. Revenues from the marketing of NGLs, natural gas, petrochemicals and refined products increased a combined $1.52 billion quarter-to-quarter primarily due to higher average sales prices, which accounted for a $2.1 billion increase, partially offset by lower sales volumes, which accounted for a $580.3 million decrease. Revenues from the marketing of crude oil increased $142.0 million quarter-to-quarter primarily due to higher sales volumes, which accounted for a $121.7 million increase, and higher average sales prices, which accounted for an additional $20.3 million increase.
Revenues from midstream services for the first quarter of 2021 increased $6.9 million when compared to the first quarter of 2020. Revenues from our terminal facilities increased $30.2 million quarter-to-quarter primarily due to higher deficiency fee revenue. Revenues from our pipeline assets decreased $24.6 million quarter-to-quarter primarily due to lower demand for natural gas transportation services.
Operating costs and expenses
Total operating costs and expenses for the first quarter of 2021 increased $1.49 billion when compared to the first quarter of 2020 primarily due to higher cost of sales.
Cost of sales
Cost of sales increased $1.44 billion for the first quarter of 2021 when compared to the first quarter of 2020. On a combined basis, the cost of sales associated with our marketing of NGLs, natural gas, petrochemicals and refined products increased a net $1.13 billion quarter-to-quarter primarily due to higher average purchase prices, which accounted for a $1.44 billion increase, partially offset by lower sales volumes, which accounted for a $313.7 million decrease. The cost of sales associated with our marketing of crude oil increased $311.6 million quarter-to-quarter primarily due to higher average purchase prices, which accounted for a $199.8 million increase, and higher sales volumes, which accounted for an additional $111.8 million increase.
Depreciation, amortization and accretion expenses
Depreciation, amortization and accretion expense for the first quarter of 2021 increased a combined $15.9 million when compared to the first quarter of 2020 primarily due to assets placed into full or limited service since the first quarter of 2020 (e.g., Chambers County Fracs X and XI and the Midland-to-ECHO 3 pipeline).
Asset impairment charges
Non-cash asset impairment charges for the first quarter of 2021 increased $63.9 million when compared to the first quarter of 2020 primarily due to a $43.4 million charge attributable to a coal bed natural gas gathering system and related Val Verde treating facility, both of which were components of our San Juan Gathering System and classified as held-for-sale at March 31, 2021.
See Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report for additional information regarding our asset impairment charges.
Other operating costs and expenses
Other operating costs and expenses for the first quarter of 2021 decreased $26.7 million when compared the first quarter of 2020 primarily due to lower maintenance, chemical and facility charges.
General and administrative costs
General and administrative costs for the first quarter of 2021 increased $0.8 million when compared to the first quarter of 2020 primarily due to higher employee compensation costs.
Equity in income of unconsolidated affiliates
Equity income from our unconsolidated affiliates for the first quarter of 2021 increased $8.1 million when compared to the first quarter of 2020 primarily due to increased earnings from our investments in crude oil pipelines.
Operating income
Operating income for the first quarter of 2021 increased $187.0 million when compared to the first quarter of 2020 due to the previously described quarter-to-quarter changes.
Interest expense
The following table presents the components of our consolidated interest expense for the periods indicated (dollars in millions):
Interest charged on debt principal outstanding, which is a key driver of interest expense, decreased a net $4.6 million quarter-to-quarter primarily due to the effects of lower overall interest rates during the first quarter of 2021, which accounted for an $8.9 million decrease, partially offset by higher debt principal amounts outstanding during the first quarter of 2021, which accounted for a $4.3 million increase. Our weighted-average debt principal balance for the first quarter of 2021 was $29.96 billion compared to $29.39 billion for the first quarter of 2020. In general, our debt principal balances have increased over time due to the partial debt financing of our capital investments.
For additional information regarding our debt obligations, see Note 7 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report. For a discussion of our capital projects, see “Capital Investments” within this Part I, Item 2.
Income taxes
The following table presents the components of our consolidated benefit from (provision for) income taxes for the periods indicated (dollars in millions):
On February 25, 2020, we received notice from Marquard & Bahls AG (“M&B”) of its election to exercise its rights under the Liquidity Option Agreement among the Partnership, OTA Holdings, Inc. (a Delaware corporation previously named Oiltanking Holding Americas, Inc. (“OTA”)), and M&B dated October 1, 2014 (the “Liquidity Option Agreement”). The Partnership settled its obligations under the Liquidity Option Agreement on March 5, 2020 and indirectly assumed the deferred tax liability of OTA, which reflects OTA’s outside basis difference in the limited partner interests it received from the Partnership in October 2014.
At March 5, 2020, the Partnership’s liability recognized in connection with the Liquidity Option Agreement was $511.9 million (referred to as the “Liquidity Option liability”). Upon settlement of the Liquidity Option Agreement, the Liquidity Option liability was effectively replaced by the deferred tax liability of OTA calculated in accordance with ASC 740, Income Taxes. Since the book value of the Liquidity Option liability exceeded OTA’s estimated deferred tax liability of $439.7 million on that date, we recognized a non-cash benefit in earnings of $72.2 million, which is reflected in the “Benefit from (provision for) income tax” line on our Unaudited Condensed Statement of Consolidated Operations for the first quarter of 2020. OTA recognized an additional net, non-cash deferred income tax benefit of $115.0 million primarily due to a decrease in the outside basis difference of its investment in the Partnership attributable to a decline in the market price of the Partnership’s common units subsequent to March 5, 2020 through March 31, 2020. In total, our earnings for the first quarter of 2020 reflect $187.2 million of deferred income tax benefit attributable to OTA.
On September 30, 2020, OTA exchanged the Partnership common units it owned for non-publicly traded preferred units having a stated value of $1,000 per unit. As a result, beginning September 30, 2020, OTA’s deferred tax liability no longer fluctuates due to market price changes in our common units.
Business Segment Highlights
Our operations are reported under four business segments: (i) NGL Pipelines & Services, (ii) Crude Oil Pipelines & Services, (iii) Natural Gas Pipelines & Services and (iv) Petrochemical & Refined Products Services. Our business segments are generally organized and managed according to the types of services rendered (or technologies employed) and products produced and/or sold.
We evaluate segment performance based on our non-generally accepted accounting principle (“non-GAAP”) financial measure of gross operating margin. Gross operating margin is an important performance measure of the core profitability of our operations and forms the basis of our internal financial reporting. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating segment results.
The following table presents gross operating margin by segment and non-GAAP total gross operating margin for the periods indicated (dollars in millions):
Total gross operating margin includes equity in the earnings of unconsolidated affiliates, but is exclusive of other income and expense transactions, income taxes, the cumulative effect of changes in accounting principles and extraordinary charges. Total gross operating margin is presented on a 100% basis before any allocation of earnings to noncontrolling interests. Our calculation of gross operating margin may or may not be comparable to similarly titled measures used by other companies. Segment gross operating margin for NGL Pipelines & Services and Crude Oil Pipelines & Services reflect adjustments for shipper make-up rights that are included in management’s evaluation of segment results. However, these adjustments are excluded from non-GAAP total gross operating margin.
The GAAP financial measure most directly comparable to total gross operating margin is operating income. For a discussion of operating income and its components, see the previous section titled “Income Statement Highlights” within this Part I, Item 2. The following table presents a reconciliation of operating income to total gross operating margin for the periods indicated (dollars in millions):
Each of our business segments benefits from the supporting role of our marketing activities. The main purpose of our marketing activities is to support the utilization and expansion of assets across our midstream energy asset network by increasing the volumes handled by such assets, which results in additional fee-based earnings for each business segment. In performing these support roles, our marketing activities also seek to participate in supply and demand opportunities as a supplemental source of gross operating margin for us. The financial results of our marketing efforts fluctuate due to changes in volumes handled and overall market conditions, which are influenced by current and forward market prices for the products bought and sold.
NGL Pipelines & Services
The following table presents segment gross operating margin and selected volumetric data for the NGL Pipelines & Services segment for the periods indicated (dollars in millions, volumes as noted):
Natural gas processing and related NGL marketing activities
Gross operating margin from natural gas processing and related NGL marketing activities for the first quarter of 2021 increased $42.0 million when compared to the first quarter of 2020.
Gross operating margin from our NGL marketing activities increased $96.7 million quarter-to-quarter primarily due to higher average sales margins (including the impact of hedging activities), which accounted for a $53.7 million increase, and higher sales volumes, which accounted for an additional $46.6 million increase. Results from marketing strategies that optimize our transportation, storage and plant assets increased a combined $95.4 million quarter-to-quarter, partially offset by lower earnings from the optimization of our export assets, which accounted for a $47.1 million decrease.
Gross operating margin from our Permian Basin natural gas processing facilities increased $10.0 million quarter-to-quarter primarily due to higher fee-based processing volumes, which accounted for a $6.7 million increase, and higher average processing margins (including the impact of hedging activities), which accounted for an additional $3.5 million increase. Fee-based processing volumes and equity NGL production at our Permian Basin natural gas processing facilities increased 193 MMcf/d and 31 MBPD, respectively, quarter-to-quarter.
Gross operating margin from our South Texas natural gas processing facilities decreased $41.2 million quarter-to-quarter primarily due to lower equity NGL production of 6 MBPD, which accounted for a $28.8 million decrease, lower average processing fees and volumes, which accounted for decreases of $12.3 million and $3.7 million, respectively, and higher operating and maintenance costs, which accounted for an additional $6.1 million decrease. Partially offsetting these negative impacts were higher average processing margins (including the impact of hedging activities), which accounted for a $9.8 million quarter-to-quarter increase. Fee-based processing volumes at our South Texas natural gas processing facilities decreased 213 MMcf/d quarter-to-quarter.
Gross operating margin from our Rockies natural gas processing facilities (Meeker, Pioneer and Chaco) decreased a combined $21.5 million quarter-to-quarter primarily due to lower average processing margins (including the impact of hedging activities), which accounted for a $19.4 million decrease, and lower fee-based processing volumes, which accounted for an additional $6.2 million decrease, partially offset by lower operating costs, which accounted for a $4.1 million increase. On a combined basis, fee-based natural gas processing volumes decreased 402 MMcf/d quarter-to-quarter.
Gross operating margin from our Louisiana and Mississippi natural gas processing facilities decreased $1.2 million quarter-to-quarter primarily due to lower average processing fees. Net to our interest, fee-based natural gas processing volumes and equity NGL production decreased 184 MMcf/d and 5 MBPD, respectively, quarter-to-quarter.
NGL pipelines, storage and terminals
Gross operating margin from our NGL pipelines, storage and terminal assets during the first quarter of 2021 decreased $26.7 million when compared to the first quarter of 2020.
A number of our pipelines, including the Mid-America Pipeline System, Seminole NGL Pipeline, Chaparral NGL Pipeline, Shin Oak NGL Pipeline, Texas Express Pipeline and Front Range Pipeline, serve Permian Basin and/or Rocky Mountain producers. On a combined basis, gross operating margin from these pipelines decreased a net $21.8 million quarter-to-quarter primarily due to lower transportation volumes of 213 MBPD (net to our interest), which accounted for a $44.0 million decrease, partially offset by higher average transportation fees, which accounted for an $18.6 million increase.
Gross operating margin from LPG-related activities at EHT decreased $15.1 million quarter-to-quarter primarily due to lower export volumes of 95 MBPD. Gross operating margin from our related Houston Ship Channel Pipeline System decreased $3.6 million quarter-to-quarter primarily due to a 144 MBPD decrease in transportation volumes. Our marine terminal operations on the Houston Ship Channel were halted for 3 days due to closure of the ship channel during the February 2021 winter storms.
Gross operating margin from our South Texas NGL Pipeline System decreased $4.9 million quarter-to-quarter primarily due to lower transportation volumes of 55 MBPD.
Gross operating margin from our South Louisiana storage facilities increased $4.6 million quarter-to-quarter primarily due to higher product blending revenues. Gross operating margin from our Chambers County storage complex increased a net $4.4 million quarter-to-quarter primarily due to higher storage fees, which accounted for a $15.1 million increase, partially offset by lower throughput fee revenues, which accounted for an $8.4 million decrease, and higher operating costs, which accounted for an additional $3.4 million decrease.
NGL fractionation
Gross operating margin from NGL fractionation during the first quarter of 2021 increased $29.1 million when compared to the first quarter of 2020. Gross operating margin from our Chambers County NGL fractionation complex increased $41.2 million quarter-to-quarter primarily due to higher volumes, including contributions from Frac X, which entered service in late March 2020, and Frac XI, which entered service in September 2020. NGL fractionation volumes increased 159 MBPD quarter-to-quarter (net to our interest). Gross operating margin from our South Texas NGL fractionators decreased $4.7 million quarter-to-quarter primarily due to lower NGL fractionation volumes of 49 MBPD.
Crude Oil Pipelines & Services
The following table presents segment gross operating margin and selected volumetric data for the Crude Oil Pipelines & Services segment for the periods indicated (dollars in millions, volumes as noted):
Gross operating margin from our Crude Oil Pipelines & Services segment for the first quarter of 2021 decreased $52.7 million when compared to the first quarter of 2020.
Gross operating margin from our South Texas Crude Oil Pipeline System decreased $25.7 million quarter-to-quarter primarily due to lower transportation and other fees, which accounted for a $15.3 million decrease, and lower transportation volumes of 49 MBPD, which accounted for an additional $12.4 million decrease. Gross operating margin from our equity investment in the Eagle Ford Crude Oil Pipeline decreased $11.3 million quarter-to-quarter primarily due to lower transportation volumes of 93 MBPD (net to our interest).
Gross operating margin from our West Texas Pipeline System decreased $19.9 million quarter-to-quarter primarily due to lower transportation volumes of 57 MBPD, which accounted for an $8.4 million decrease, and lower average fees, which accounted for an additional $7.9 million decrease.
Gross operating margin from our Midland-to-ECHO System and related business activities decreased $11.4 million quarter-to-quarter primarily due to lower average sales margins from marketing activities (including the impact of hedging activities), which accounted for a $21.2 million decrease, partially offset by lower chemical and other operating costs, which accounted for a $12.1 million increase. Transportation volumes for our Midland-to-ECHO System decreased an aggregate 6 MBPD quarter-to-quarter (net to our interest).
Gross operating margin from our ECHO terminal decreased $4.9 million quarter-to-quarter primarily due to lower terminaling and storage revenues.
Gross operating margin from our other crude oil marketing activities increased $16.6 million quarter-to-quarter primarily due to higher average sales margins (including the impact of hedging activities).
Gross operating margin from crude oil activities at EHT increased $8.9 million quarter-to-quarter primarily due to lower operating costs. Loading volumes at EHT decreased 380 MBPD in the first quarter of 2021 due to lower export activity.
Gross operating margin from our equity investment in the Seaway Pipeline increased slightly quarter-to-quarter. Higher capacity and other fees of $9.0 million quarter-to-quarter were substantially offset by the effects of lower transportation volumes of 182 MBPD (net to our interest), which accounted for a $7.7 million decrease.
Natural Gas Pipelines & Services
The following table presents segment gross operating margin and selected volumetric data for the Natural Gas Pipelines & Services segment for the periods indicated (dollars in millions, volumes as noted):
Gross operating margin from our Natural Gas Pipelines & Services segment for the first quarter of 2021 increased $251.4 million when compared to the first quarter of 2020. As noted previously, two major winter storms impacted Texas and the southern U.S. in mid-February 2021. Given the high demand for natural gas during the storms, we sold natural gas to assist electricity generators, natural gas utilities and industrial customers in meeting their requirements. Gross operating margin from natural gas marketing activities increased $265.9 million quarter-to-quarter primarily due to higher average sales margins (including the impact of hedging activities) in connection with these unusual storm events.
Gross operating margin from our Permian Basin Gathering System increased $14.1 million quarter-to-quarter primarily due to higher average condensate sales prices, which accounted for a $6.1 million increase, higher condensate sales volumes, which accounted for a $4.5 million increase, and higher natural gas gathering volumes of 361 BBtus/d, which accounted for an additional $4.3 million increase, partially offset by lower average gathering fees, which accounted for a $2.9 million decrease. The quarter-to-quarter increase in gathering volumes is attributable to deliveries at our Orla and Mentone facilities.
On a combined basis, gross operating margin from our Jonah Gathering System, Piceance Basin Gathering System, and San Juan Gathering System in the Rocky Mountains increased a net $0.8 million quarter-to-quarter primarily due to higher average gathering and other fees, which accounted for a $6.9 million increase, and lower operating costs, which accounted for an additional $3.6 million increase, partially offset by lower gathering volumes of 503 BBtus/d, which accounted for a $9.7 million decrease.
Gross operating margin from our Acadian Gas System decreased $14.2 million primarily due to a one-time producer payment in the first quarter of 2020, which accounted for a $12.5 million quarter-to-quarter decrease, and lower capacity reservation fees, which accounted for an additional $4.9 million decrease. Transportation volumes for the Acadian Gas System decreased 60 BBtus/d quarter-to-quarter.
Gross operating margin from our Texas Intrastate System decreased $12.1 million quarter-to-quarter primarily due to lower capacity reservation revenues. Transportation volumes on our Texas Intrastate System decreased 11 BBtus/d.
Petrochemical & Refined Products Services
The following table presents segment gross operating margin and selected volumetric data for the Petrochemical & Refined Products Services segment for the periods indicated (dollars in millions, volumes as noted):
Propylene production and related activities
Gross operating margin from propylene production and related activities for the first quarter of 2021 increased $37.4 million when compared to the first quarter of 2020.
Gross operating margin from our propylene production facilities increased a combined $27.8 million quarter-to-quarter primarily due to higher propylene fractionation fees, which accounted for a $24.7 million increase, and lower operating costs, which accounted for an additional $10.2 million increase, partially offset by lower propylene and associated by-product sales volumes, which accounted for an $8.2 million decrease. Propylene and associated by-product volumes at these facilities decreased a combined 16 MBPD quarter-to-quarter (net to our interest) primarily due to planned major maintenance activities at our PDH 1 facility during the first quarter of 2021. The PDH 1 facility returned to service during the second half of March 2021.
Gross operating margin from our propylene pipelines in Louisiana increased $6.3 million quarter-to-quarter primarily due to higher transportation volumes of 22 MBPD.
Butane isomerization and related operations
Gross operating margin from butane isomerization and related operations decreased $4.9 million quarter-to-quarter primarily due to lower isomerization volumes, which accounted for a $6.4 million decrease.
Octane enhancement and related plant operations
Gross operating margin from our octane enhancement and related plant operations decreased $53.5 million quarter-to-quarter primarily due to lower average sales margins (including the impact of hedging), which accounted for a $32.4 million decrease, and lower sales volumes, which accounted for an additional $21.1 million decrease. Volumes at these facilities were lower in the first quarter of 2021 due to planned major maintenance activities, which were completed in the last week of January 2021 for our HPIB plant and the beginning of May 2021 for our octane enhancement plant.
Refined products pipelines and related activities
Gross operating margin from refined products pipelines and related activities during the first quarter of 2021 increased $27.2 million when compared to the first quarter of 2020. Gross operating margin from our refined products marketing activities increased $28.2 million quarter-to-quarter primarily due to higher sales volumes, which accounted for a $34.9 million increase, partially offset by lower average sales margins (including the impact of hedging activities), which accounted for a $6.6 million decrease.
Ethylene exports and other services
Gross operating margin from ethylene exports and other services for the first quarter of 2021 decreased a net $3.2 million when compared to the first quarter of 2020. Gross operating margin from marine transportation decreased $11.4 million quarter-to-quarter primarily due to lower fleet utilization rates. Gross operating margin from our ethylene export terminal and its related operations increased $8.2 million quarter-to-quarter primarily due to higher loading volumes of 6 MBPD (net to our interest).
Liquidity and Capital Resources
Based on current market conditions (as of the filing date of this quarterly report), we believe that the Partnership and its consolidated businesses will have sufficient liquidity, cash flow from operations and access to capital markets to fund their capital investments and working capital needs for the reasonably foreseeable future. At March 31, 2021, we had $5.11 billion of consolidated liquidity, which was comprised of $4.88 billion of available borrowing capacity under EPO’s revolving credit facilities and $229.4 million of unrestricted cash on hand.
We may issue debt and equity securities to assist us in meeting our future funding and liquidity requirements, including those related to capital investments. We have a universal shelf registration statement on file with the SEC which allows the Partnership and EPO to issue an unlimited amount of equity and debt securities, respectively.
Enterprise Declares Cash Distribution for First Quarter of 2021
On April 8, 2021, we announced that the Board declared a quarterly cash distribution of $0.45 per common unit, or $1.80 per unit on an annualized basis, to be paid to the Partnership’s common unitholders with respect to the first quarter of 2021. The quarterly distribution is payable on May 12, 2021 to unitholders of record as of the close of business on April 30, 2021. The total amount to be paid is $991.5 million, which includes $8.1 million for distribution equivalent rights on phantom unit awards.
The payment of quarterly cash distribution is subject to management’s evaluation of our financial condition, results of operations and cash flows in connection with such payments and Board approval. In light of current economic conditions, management will evaluate any future increases in cash distributions on a quarterly basis.
Consolidated Debt
At March 31, 2021, the average maturity of EPO’s consolidated debt obligations was approximately 21 years. The following table presents the scheduled maturities of principal amounts of EPO’s consolidated debt obligations at March 31, 2021 for the years indicated (dollars in millions):
In February 2021, EPO repaid all of the $750.0 million in principal amount of its Senior Notes TT using remaining cash on hand attributable to its August 2020 senior notes offering and proceeds from the issuance of short-term notes under its commercial paper program.
In March 2021, EPO redeemed all of the $575.0 million outstanding principal amount of its Senior Notes RR one month prior to their scheduled maturity in April 2021. These notes were redeemed at par (i.e., at a redemption price equal to the outstanding principal amount of such notes to be redeemed, plus accrued and unpaid interest thereon) using proceeds from the issuance of short-term notes under its commercial paper program.
For additional information regarding our consolidated debt obligations, see Note 7 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report.
Credit Ratings
As of May 7, 2021, the investment-grade credit ratings of EPO’s long-term senior unsecured debt securities were BBB+ from Standard and Poor’s, Baa1 from Moody’s and BBB+ from Fitch Ratings. In addition, the credit ratings of EPO’s short-term senior unsecured debt securities were A-2 from Standard and Poor’s, P-2 from Moody’s and F-2 from Fitch Ratings. EPO’s credit ratings reflect only the view of a rating agency and should not be interpreted as a recommendation to buy, sell or hold any of our securities. A credit rating can be revised upward or downward or withdrawn at any time by a rating agency, if it determines that circumstances warrant such a change. A credit rating from one rating agency should be evaluated independently of credit ratings from other rating agencies.
Common Unit Repurchases Under 2019 Buyback Program
In January 2019, we announced that the Board had approved a $2.0 billion multi-year unit buyback program (the “2019 Buyback Program”), which provides the Partnership with an additional method to return capital to investors. During the first quarter of 2021, the Partnership settled open market repurchase transactions initiated in December 2020 involving an aggregate 709,816 common units. The total cost of these repurchases was $13.9 million including commissions and fees. As of March 31, 2021, the remaining available capacity under the 2019 Buyback Program was $1.72 billion.
Cash Flow Statement Highlights
The following table summarizes our consolidated cash flows from operating, investing and financing activities for the periods indicated (dollars in millions).
Net cash flows provided by operating activities are largely dependent on earnings from our consolidated business activities. Changes in energy commodity prices may impact the demand for natural gas, NGLs, crude oil, petrochemical and refined products, which could impact sales of our products and the demand for our midstream services. Changes in demand for our products and services may be caused by other factors, including prevailing economic conditions, reduced demand by consumers for the end products made with hydrocarbon products, increased competition, public health emergencies, adverse weather conditions and government regulations affecting prices and production levels. We may also incur credit and price risk to the extent customers do not fulfill their contractual obligations to us in connection with our marketing activities and long-term take-or-pay agreements. For a more complete discussion of these and other risk factors, see “Risk Factors” included under Part I, Item 1A of the 2020 Form 10-K.
For additional information regarding our cash flow amounts, please refer to our Unaudited Condensed Statements of Consolidated Cash Flows included under Part I, Item 1 of this quarterly report.
The following information highlights significant quarter-to-quarter fluctuations in our consolidated cash flow amounts:
Operating activities
Net cash flows provided by operating activities for the first quarter of 2021 increased a net $10.9 million when compared to the first quarter of 2020 primarily due to:
For information regarding significant quarter-to-quarter changes in our consolidated net income and underlying segment results, see “Income Statement Highlights” and “Business Segment Highlights” within this Part I, Item 2.
Investing activities
Cash used in investing activities during the first quarter of 2021 decreased $414.7 million when compared to the first quarter of 2020 primarily due to a $400.5 million quarter-to-quarter decrease in investments for property, plant and equipment (see “Capital Investments” within this Part I, Item 2 for additional information).
Financing activities
Cash used in financing activities during the first quarter of 2021 was $2.19 billion compared to cash provided by financing activities of $765.1 million in the first quarter of 2020. The $2.95 billion quarter-to-quarter change in financing cash flows was primarily due to a net cash outflow of $1.13 billion related to debt during the first quarter of 2021 compared to a net cash inflow of $1.94 billion related to debt during the first quarter of 2020. During the first quarter of 2021, we repaid $1.33 billion aggregate principal amount of senior notes. During the first quarter of 2020, we issued $3.0 billion aggregate principal amount of senior notes, partially offset by the repayment of $500 million principal amount of senior notes. In addition, net issuances of short term notes under EPO’s commercial paper program were $115.0 million during the first quarter of 2021 compared to net repayments of $481.8 million during the first quarter of 2020. In addition, cash used to acquire Partnership common units under the 2019 Buyback Program decreased $126.2 million quarter-to-quarter.
Non-GAAP Cash Flow Measures
Distributable Cash Flow
Our partnership agreement requires us to make quarterly distributions to our common unitholders of all available cash, after any cash reserves established by Enterprise GP in its sole discretion. Cash reserves include those for the proper conduct of our business, including those for capital investments, debt service, working capital, operating expenses, common unit repurchases, commitments and contingencies and other amounts. The retention of cash allows us to reinvest in our growth and reduce our future reliance on the equity and debt capital markets.
We measure available cash by reference to distributable cash flow (“DCF”), which is a non-GAAP cash flow measure. DCF is an important financial measure for our limited partners since it serves as an indicator of our success in providing a cash return on investment. Specifically, this financial measure indicates to investors whether or not we are generating cash flows at a level that can sustain our declared quarterly cash distributions. DCF is also a quantitative standard used by the investment community with respect to publicly traded partnerships since the value of a partnership unit is, in part, measured by its yield, which is based on the amount of cash distributions a partnership can pay to a unitholder. Our management compares the DCF we generate to the cash distributions we expect to pay our common unitholders. Using this metric, management computes our distribution coverage ratio. Our calculation of DCF may or may not be comparable to similarly titled measures used by other companies.
Based on the level of available cash each quarter, management proposes a quarterly cash distribution rate to the Board, which has sole authority in approving such matters. Enterprise GP has a non-economic ownership interest in the Partnership and is not entitled to receive any cash distributions from it based on incentive distribution rights or other equity interests.
Our use of DCF for the limited purposes described above and in this quarterly report is not a substitute for net cash flows provided by operating activities, which is the most comparable GAAP measure to DCF. For a discussion of net cash flows provided by operating activities, see “Cash Flow Statement Highlights” within this Part I, Item 2.
The following table summarizes our calculation of DCF for the periods indicated (dollars in millions):
The following table presents a reconciliation of net cash flows provided by operating activities to DCF for the periods indicated (dollars in millions):
Free Cash Flow
Free Cash Flow (“FCF”), a non-GAAP cash flow measure that is widely used by investors and other participants in the financial community, reflects how much cash flow a business generates during a period after accounting for all capital investments, including those for growth and sustaining capital projects. By comparison, only sustaining capital expenditures are reflected in DCF.
We believe that FCF is important to traditional investors since it reflects the amount of cash available for reducing debt, investing in additional capital projects, paying distributions, common unit repurchases and similar matters. Since business partners fund certain capital projects of our consolidated subsidiaries, our determination of FCF reflects the amount of cash contributed from and distributed to noncontrolling interests. Our calculation of FCF may or may not be comparable to similarly titled measures used by other companies.
Our use of FCF for the limited purposes described above and in this report is not a substitute for net cash flows provided by operating activities, which is the most comparable GAAP measure to FCF.
FCF fluctuates quarter-to-quarter based on a number of factors including earnings, the level of investing activities, the timing of operating cash receipts and payments, and contributions from noncontrolling interests. The following table summarizes our calculation of FCF for the periods indicated (dollars in millions):
The elements used in calculating FCF are sourced directly from our Unaudited Condensed Statements of Consolidated Cash Flows presented under Part I, Item 1 of this quarterly report. For a discussion of significant quarter-to-quarter changes in our cash flow statement amounts, see “Cash Flow Statement Highlights” within this Part I, Item 2.
Capital Investments
The following table summarizes our capital investments for the periods indicated (dollars in millions):
We currently have $3.6 billion of growth capital projects scheduled to be completed by the end of 2023, which includes completion of a natural gasoline hydrotreater facility at our Chambers County complex in the fourth quarter of 2021, the Gillis Lateral natural gas pipeline and related infrastructure in the fourth quarter of 2021, and our PDH 2 facility in the second quarter of 2023.
Based on information currently available, we expect our total capital investments for 2021, net of expected contributions from noncontrolling interests, to approximate $2.1 billion, which reflects growth capital investments of $1.6 billion and sustaining capital expenditures of $440 million. In addition, we currently expect our growth capital investments in 2022 and 2023 for sanctioned projects to approximate $800 million and $400 million, respectively. These amounts do not include capital investments associated with SPOT, our proposed deepwater offshore crude oil terminal, which remains subject to governmental approvals. We currently anticipate receiving approval for SPOT as early as the second half of 2021; however, we can give no assurance as to whether the project will ultimately be approved or the timing of such decision.
Our forecast of capital investments for 2021 through 2023 is based on announced strategic operating and growth plans (through the filing date of this quarterly report), which are dependent upon our ability to generate the required funds from either operating cash flows or other means, including borrowings under debt agreements, the issuance of additional equity and debt securities, and potential divestitures. We may revise our forecast of capital investments due to factors beyond our control, such as adverse economic conditions, weather-related issues and changes in supplier prices. Furthermore, our forecast of capital investments may change due to decisions made by management at a later date, which may include unforeseen acquisition opportunities. Our success in raising capital, including partnering with other companies to share project costs and risks, continues to be a significant factor in determining how much capital we can invest. We believe our access to capital resources is sufficient to meet the demands of our current and future growth needs and, although we expect to make the forecast capital investments noted above, we may adjust the timing and amounts of projected expenditures in response to changes in capital market conditions.
Comparison of First Quarter of 2021 with the First Quarter of 2020
In total, investments in growth capital projects decreased $433.0 million quarter-to-quarter primarily due to the following:
Investments attributable to sustaining capital projects increased $32.5 million quarter-to-quarter primarily due to major maintenance activities performed during the first quarter of 2021 at our PDH 1, octane enhancement and high purity isobutylene facilities. The remaining change is primarily due to changes in the timing and cost of pipeline integrity and similar projects.
Critical Accounting Policies and Estimates
A discussion of our critical accounting policies and estimates is included in our 2020 Form 10-K. The following types of estimates, in our opinion, are subjective in nature, require the exercise of professional judgment and involve complex analysis:
When used to prepare our Unaudited Condensed Consolidated Financial Statements, the foregoing types of estimates are based on our current knowledge and understanding of the underlying facts and circumstances. Such estimates may be revised as a result of changes in the underlying facts and circumstances. Subsequent changes in these estimates may have a significant impact on our consolidated financial position, results of operations and cash flows.
Other Items
Parent-Subsidiary Guarantor Relationship
The Partnership (the “Parent Guarantor”) has guaranteed the payment of principal and interest on the consolidated debt obligations of EPO (the “Subsidiary Issuer”), with the exception of the remaining debt obligations of TEPPCO Partners, L.P. (collectively, the “Guaranteed Debt”). If EPO were to default on any of its Guaranteed Debt, the Partnership would be responsible for full and unconditional repayment of such obligations. At March 31, 2021, the total amount of Guaranteed Debt was $29.15 billion, which was comprised of $26.18 billion of EPO’s senior notes, $115.0 million of short-term commercial paper notes, $2.63 billion of EPO’s junior subordinated notes and $224.2 million of related accrued interest.
The Partnership’s guarantees of EPO’s senior note obligations, commercial paper notes and borrowings under bank credit facilities represent unsecured and unsubordinated obligations of the Partnership that rank equal in right of payment to all other existing or future unsecured and unsubordinated indebtedness of the Partnership. In addition, these guarantees effectively rank junior in right of payment to any existing or future indebtedness of the Partnership that is secured and unsubordinated, to the extent of the assets securing such indebtedness.
The Partnership’s guarantees of EPO’s junior subordinated notes represent unsecured and subordinated obligations of the Partnership that rank equal in right of payment to all other existing or future subordinated indebtedness of the Partnership and senior in right of payment to all existing or future equity securities of the Partnership. The Partnership’s guarantees of EPO’s junior subordinated notes effectively rank junior in right of payment to (i) any existing or future indebtedness of the Partnership that is secured, to the extent of the assets securing such indebtedness and (ii) all other existing or future unsecured and unsubordinated indebtedness of the Partnership.
The Partnership may be released from its guarantee obligations only in connection with EPO’s exercise of its legal or covenant defeasance options as described in the underlying agreements.
Selected Financial Information of Obligor Group
The following tables present summarized financial information of the Partnership (as Parent Guarantor) and EPO (as Subsidiary Issuer) on a combined basis (collectively, the “Obligor Group”), after the elimination of intercompany balances and transactions among the Obligor Group.
In accordance with Rule 13.01 of Regulation S-X, the summarized financial information of the Obligor Group excludes the Obligor Group’s equity in income and investments in the consolidated subsidiaries of EPO that are not party to the guarantee obligations (the “Non-Obligor Subsidiaries”). The total carrying value of the Obligor Group’s investments in the Non-Obligor Subsidiaries was $45.86 billion at March 31, 2021. The Obligor Group’s equity in the earnings of the Non-Obligor Subsidiaries for the first quarter of 2021 was $878.0 million. Although the net assets and earnings of the Non-Obligor Subsidiaries are not directly available to the holders of the Guaranteed Debt to satisfy the repayment of such obligations, there are no significant restrictions on the ability of the Non-Obligor Subsidiaries to pay distributions or make loans to EPO or the Partnership. EPO exercises control over the Non-Obligor Subsidiaries. We continue to believe that the unaudited condensed consolidated financial statements of the Partnership presented under Part I, Item 1 of this quarterly report provide a more appropriate view of our credit standing. Our investment grade credit ratings are based on the Partnership’s consolidated financial statements and not the Obligor Group financial information presented below.
The following table presents summarized balance sheet information for the combined Obligor Group at the dates indicated (dollars in millions):
The following table presents summarized income statement information for the combined Obligor Group for the periods indicated (dollars in millions):
Contractual Obligations
We have contractual future product purchase commitments for natural gas, NGLs, crude oil, petrochemicals and refined products representing enforceable and legally binding agreements as of the reporting date. Our product purchase commitments increased from $14.80 billion at December 31, 2020 to $19.34 billion at March 31, 2021 primarily due to an increase in crude oil and NGL prices between the two reporting dates.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably expected to have a material current or future effect on our financial position, results of operations and cash flows.
Related Party Transactions
For information regarding our related party transactions, see Note 14 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report.