|
|
|
|
|
|
| Senior Notes | $ | 30,775 | | | $ | – | | | $ | 1,625 | | | $ | 1,575 | | | $ | 1,500 | | | $ | 1,250 | | | $ | 24,825 | |
| Junior Subordinated Notes | 2,282 | | | – | | | – | | | – | | | – | | | – | | | 2,282 | |
| Total | $ | 33,057 | | | $ | – | | | $ | 1,625 | | | $ | 1,575 | | | $ | 1,500 | | | $ | 1,250 | | | $ | 27,107 | |
In March 2025, EPO entered into a new 364-Day Revolving Credit Agreement (the “March 2025 $1.5 Billion 364-Day Revolving Credit Agreement”) that replaced its prior 364-day revolving credit agreement. The March 2025 $1.5 Billion 364-Day Revolving Credit Agreement matures in March 2026. EPO’s borrowing capacity was unchanged from the prior 364-day revolving credit agreement. As of June 30, 2025, there are no principal amounts outstanding under this new revolving credit agreement.
Also in March 2025, EPO amended its Multi-Year Revolving Credit Agreement (the “March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement”) to extend its maturity date from March 2028 to March 2030. The remaining material terms of the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement, as amended, are consistent with those reported in our 2024 Form 10-K. As of June 30, 2025, there are no principal amounts outstanding under this revolving credit agreement.
In June 2025, EPO issued $2.0 billion aggregate principal amount of senior notes comprised of (i) $500 million principal amount of senior notes due June 2028 (“Senior Notes LLL”), (ii) $750 million principal amount of senior notes due January 2031 (“Senior Notes MMM”) and (iii) $750 million principal amount of senior notes due January 2036 (“Senior Notes NNN”). Senior Notes LLL were issued at 99.869% of their principal amount and have a fixed interest rate of 4.30% per year. Senior Notes MMM were issued at 99.816% of their principal amount and have a fixed interest rate of 4.60% per year. Senior Notes NNN were issued at 99.665% of their principal amount and have a fixed interest rate of 5.20% per year. Net proceeds from this offering were used by EPO for general company purposes, including for growth capital investments, and the repayment of debt (including amounts outstanding under our 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 August 8, 2025, the investment-grade credit ratings of EPO’s long-term senior unsecured debt securities were A- from Standard and Poor’s, A3 from Moody’s and A- 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. The Partnership repurchased 3,566,979 and 5,370,194 common units through open market purchases during the three and six months ended June 30, 2025, respectively. The total cost of these repurchases, including commissions and fees was $110 million and $170 million, respectively. As of June 30, 2025, the remaining available capacity under the 2019 Buyback Program was $692 million.
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).
| | | | | | | | | | | |
| For the Six Months
Ended June 30, |
| 2025 | | 2024 |
| Net cash flow provided by operating activities | $ | 4,375 | | | $ | 3,685 | |
| Net cash flow used in investing activities | 2,321 | | | 2,281 | |
| Net cash flow used in financing activities | 1,796 | | | 1,290 | |
Net cash flow 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, petrochemicals 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 and dedication agreements. For a more complete discussion of these and other risk factors pertinent to our business, see “Risk Factors” included under Part I, Item 1A of the 2024 Form 10-K and Part II, Item 1A of this quarterly report.
For additional information regarding our cash flow amounts, please refer to the 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 flow provided by operating activities for the six months ended June 30, 2025 increased $690 million when compared to the six months ended June 30, 2024 primarily due to changes in operating accounts primarily due to the use of working capital employed in our marketing activities, which includes the impact of (i) fluctuations in commodity prices, (ii) timing of our inventory purchase and sale strategies, and (iii) changes in margin deposit requirements associated with our commodity derivative instruments.
For information regarding significant period-to-period 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
Net cash flow used in investing activities during the six months ended June 30, 2025 increased $40 million when compared to the six months ended June 30, 2024 primarily due to an increase in investments for property, plant and equipment (see “Capital Investments” within this Part I, Item 2 for additional information).
Financing activities
Net cash flow used in financing activities during the six months ended June 30, 2025 increased a net $506 million when compared to the six months ended June 30, 2024 primarily due to:
•a net cash inflow of $834 million related to debt transactions that occurred during the six months ended June 30, 2025 compared to a net cash inflow of $1.5 billion related to debt transactions that occurred during the six months ended June 30, 2024. During the six months ended June 30, 2025, we issued $2.0 billion aggregate principal amount of senior notes, partially offset by the repayment of $1.15 billion principal amount of senior notes. During the six months ended June 30, 2024, we issued $2.0 billion aggregate principal amount of senior notes and issued a net $450 million under EPO’s commercial paper program, partially offset by the repayment of $850 million principal amount of senior notes;
•a $90 million period-to-period increase in the repurchase of common units under the 2019 Buyback Program; and
•an $84 million period-to-period increase in cash distributions paid to common unitholders primarily attributable to increases in the quarterly cash distribution rate per unit; partially offset by
•a $400 million cash outflow during the first quarter of 2024 in connection with the acquisition of noncontrolling interests from affiliates of Western Midstream Partners, LP.
Non-GAAP Cash Flow Measures
Distributable Cash Flow and Operational 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 common unitholders 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.
Operational distributable cash flow (“Operational DCF”), which is defined as DCF excluding the impact of proceeds from asset sales and other matters and monetization of interest rate derivative instruments, is a supplemental non-GAAP liquidity measure that quantifies the portion of cash available for distribution to common unitholders that was generated from our normal operations. We believe that it is important to consider this non-GAAP measure as it provides an enhanced perspective of our assets’ ability to generate cash flows without regard for certain items that do not reflect our core operations.
Our use of DCF and Operational DCF for the limited purposes described above and in this quarterly report is not a substitute for net cash flow provided by operating activities, which is the most comparable GAAP measure to DCF and Operational DCF. For a discussion of net cash flow provided by operating activities, see “Cash Flow Statement Highlights” within this Part I, Item 2.
The following table summarizes our calculation of DCF and Operational DCF for the periods indicated (dollars in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months
Ended June 30, | | For the Six Months
Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Net income attributable to common unitholders (GAAP) (1) | $ | 1,435 | | | $ | 1,405 | | | $ | 2,828 | | | $ | 2,861 | |
| Adjustments to net income attributable to common unitholders to derive DCF and Operational DCF (addition or subtraction indicated by sign): | | | | | | | |
| Depreciation, amortization and accretion expenses | 643 | | | 611 | | | 1,279 | | | 1,227 | |
| Cash distributions received from unconsolidated affiliates (2) | 121 | | | 131 | | | 224 | | | 243 | |
| Equity in income of unconsolidated affiliates | (92) | | | (101) | | | (186) | | | (203) | |
| Asset impairment charges | 11 | | | 4 | | | 21 | | | 24 | |
| Change in fair market value of derivative instruments | (52) | | | (12) | | | (10) | | | (8) | |
| Deferred income tax expense | 5 | | | 5 | | | 16 | | | 14 | |
| Sustaining capital expenditures (3) | (117) | | | (245) | | | (219) | | | (425) | |
| Other, net | (40) | | | 10 | | | (30) | | | 17 | |
| Operational DCF (non-GAAP) | $ | 1,914 | | | $ | 1,808 | | | $ | 3,923 | | | $ | 3,750 | |
| Proceeds from asset sales and other matters | 11 | | | 4 | | | 15 | | | 6 | |
| Monetization of interest rate derivative instruments accounted for as cash flow hedges | 14 | | | – | | | 14 | | | (29) | |
| DCF (non-GAAP) | $ | 1,939 | | | $ | 1,812 | | | $ | 3,952 | | | $ | 3,727 | |
| | | | | | | |
| Cash distributions paid to common unitholders with respect to period, including distribution equivalent rights on phantom unit awards | $ | 1,191 | | | $ | 1,150 | | | $ | 2,362 | | | $ | 2,279 | |
| | | | | | | |
| Cash distribution per common unit declared by Enterprise GP with respect to period (4) | $ | 0.545 | | | $ | 0.5250 | | | $ | 1.080 | | | $ | 1.0400 | |
| | | | | | | |
| Total DCF retained by the Partnership with respect to period (5) | $ | 748 | | | $ | 662 | | | $ | 1,590 | | | $ | 1,448 | |
| | | | | | | |
| Distribution coverage ratio (6) | 1.6 | x | | 1.6 | x | | 1.7 | x | | 1.6 | x |
| | | | | | | |
(1)For a discussion of the primary drivers of changes in our comparative income statement amounts, see “Income Statement Highlights” within this Part I, Item 2.
(2)Reflects aggregate distributions received from unconsolidated affiliates attributable to both earnings and the return of capital.
(3)Sustaining capital expenditures include cash payments and accruals applicable to the period.
(4)See Note 8 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report for information regarding our quarterly cash distributions declared with respect to the periods indicated.
(5)Cash retained by the Partnership may be used for capital investments, debt service, working capital, operating expenses, common unit repurchases, commitments and contingencies and other amounts. The retention of cash reduces our reliance on the capital markets.
(6)Distribution coverage ratio is determined by dividing DCF by total cash distributions paid to common unitholders and in connection with distribution equivalent rights with respect to the period.
The following table presents a reconciliation of net cash flow provided by operating activities to DCF and Operational DCF for the periods indicated (dollars in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months
Ended June 30, | | For the Six Months
Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Net cash flow provided by operating activities (GAAP) | $ | 2,061 | | | $ | 1,574 | | | $ | 4,375 | | | $ | 3,685 | |
| Adjustments to reconcile net cash flow provided by operating activities to DCF and Operational DCF (addition or subtraction indicated by sign): | | | | | | | |
| Net effect of changes in operating accounts | 50 | | | 491 | | | (153) | | | 527 | |
| Sustaining capital expenditures | (117) | | | (245) | | | (219) | | | (425) | |
| Distributions received from unconsolidated affiliates attributable to the return of capital | 20 | | | 24 | | | 35 | | | 39 | |
| Net income attributable to noncontrolling interests | (18) | | | (16) | | | (30) | | | (42) | |
| Other, net | (82) | | | (20) | | | (85) | | | (34) | |
| Operational DCF (non-GAAP) | $ | 1,914 | | | $ | 1,808 | | | $ | 3,923 | | | $ | 3,750 | |
| Proceeds from asset sales and other matters | 11 | | | 4 | | | 15 | | | 6 | |
| Monetization of interest rate derivative instruments accounted for as cash flow hedges | 14 | | | – | | | 14 | | | (29) | |
| DCF (non-GAAP) | $ | 1,939 | | | $ | 1,812 | | | $ | 3,952 | | | $ | 3,727 | |
Capital Investments
Since the beginning of 2025, we have placed into service two natural gas processing trains in the Permian Basin and the first phase of our Neches River Ethane / Propane Export Facility. We have approximately $6.0 billion of growth capital projects scheduled to be completed by the end of 2026, including the following projects (including their respective scheduled completion dates):
•natural gas gathering, compression and treating expansion projects in the Delaware and Midland Basins (2025 and 2026);
•an NGL fractionator (“Frac 14”) and an associated DIB unit at our Mont Belvieu area NGL fractionation complex (fourth quarter of 2025);
•the Bahia NGL Pipeline (fourth quarter of 2025);
•the second phase of enhancements at our Morgan’s Point terminal (fourth quarter of 2025);
•the second phase of our Neches River Ethane / Propane Export Facility located in Orange County, Texas (first half of 2026);
•our second natural gas processing train at our Mentone West location in the Delaware Basin (first half of 2026);
•the expansion of our LPG and PGP export capacity at EHT, including Ref 4 (fourth quarter of 2026); and
•a ninth natural gas processing train (“Athena”) in the Midland Basin (fourth quarter of 2026).
Based on information currently available, we expect our total organic capital investments for 2025, net of contributions from noncontrolling interests, to approximate $4.5 billion to $5.0 billion, which reflects organic growth capital investments of $4.0 billion to $4.5 billion and sustaining capital expenditures of $525 million.
In July 2025, an affiliate of Enterprise agreed to acquire an affiliate of Oxy, which owns approximately 200 miles of natural gas gathering pipelines in the Midland Basin, in a debt-free transaction for $580 million in cash consideration (subject to adjustment in accordance with the agreement). In addition, an affiliate of Enterprise has agreed to provide Oxy with natural gas gathering and processing services, supported by a long-term dedication of approximately 73,000 acres across four counties in the Midland Basin. Completion of the acquisition is subject to customary regulatory approvals and closing conditions. The acquisition is expected to close in the third quarter of 2025.
Our forecast of capital investments is 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 resulting from raw material or labor shortages, supply chain disruptions or inflation. Furthermore, our forecast of capital investments may change over time based on future decisions by management, which may include changing the scope or timing of projects or cancelling projects altogether. Our success in raising capital, having the ability to increase revenues commensurate with cost increases and our ability to partner with other companies to share project costs and risks continue to be significant factors 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 currently expect to make the forecast capital investments noted above, we may revise our plans in response to changes in economic and capital market conditions.
The following table summarizes our capital investments for the periods indicated (dollars in millions):
| | | | | | | | | | | |
| For the Six Months
Ended June 30, |
| 2025 | | 2024 |
| Capital investments for property, plant and equipment: (1) | | | |
| Growth capital projects (2) | $ | 2,138 | | | $ | 1,937 | |
| Sustaining capital projects (3) | 223 | | | 374 | |
| Total | $ | 2,361 | | | $ | 2,311 | |
| | | |
(1)Growth and sustaining capital amounts presented in the table above are presented on a cash basis. In total, these amounts represent “Capital expenditures” as presented on our Unaudited Condensed Statements of Consolidated Cash Flows.
(2)Growth capital projects either (a) result in new sources of cash flow due to enhancements of or additions to existing assets (e.g., additional revenue streams, cost savings resulting from debottlenecking of a facility, etc.) or (b) expand our asset base through construction of new facilities that will generate additional revenue streams and cash flows.
(3)Sustaining capital projects are capital expenditures (as defined by GAAP) resulting from improvements to existing assets. Such expenditures serve to maintain existing operations but do not generate additional revenues or result in significant cost savings. Sustaining capital expenditures include the costs of major maintenance activities at our reaction-based plants, which are accounted for using the deferral method.
Comparison of Six Months Ended June 30, 2025 with Six Months Ended June 30, 2024
In total, investments in growth capital projects increased a net $201 million period-to-period primarily due to the following:
•higher investments in the construction of natural gas processing trains and related gathering system expansions in the Delaware and Midland Basins, which accounted for a $221 million increase;
•higher investments in ethane and LPG export expansion and enhancement projects at our Gulf Coast marine terminals, which accounted for an additional $82 million increase; partially offset by
•lower investments in our TW Products System (placed into service during 2024), which accounted for a $114 million decrease.
Investments attributable to sustaining capital projects decreased $151 million period-to-period primarily due to lower major maintenance activities performed at certain of our reaction-based plants (e.g., our PDH 1 and iBDH facilities) and fluctuations in timing and costs of pipeline integrity and similar projects.
Critical Accounting Policies and Estimates
A discussion of our critical accounting policies and estimates is included in our 2024 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:
•depreciation methods and estimated useful lives of property, plant and equipment;
•measuring recoverability of long-lived assets and fair value of equity method investments;
•amortization methods of customer relationships and contract-based intangible assets;
•methods we employ to measure the fair value of goodwill and related assets; and
•the use of estimates for revenue and expenses.
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 Matters
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”) (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 June 30, 2025, the total amount of Guaranteed Debt was $33.6 billion, which was comprised of $30.8 billion of EPO’s senior notes, $2.3 billion of EPO’s junior subordinated notes and $520 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 $50.5 billion at June 30, 2025. The Obligor Group’s equity in the earnings of the Non-Obligor Subsidiaries for the six months ended June 30, 2025 was $3.3 billion. 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’s financial information presented below.
The following table presents summarized balance sheet information for the combined Obligor Group at the dates indicated (dollars in millions):
| | | | | | | | | | | |
| Selected asset information: | June 30,
2025 | | December 31,
2024 |
| Current receivables from Non-Obligor Subsidiaries | $ | 3,208 | | | $ | 1,569 | |
| Other current assets | 6,714 | | | 6,487 | |
| Long-term receivables from Non-Obligor Subsidiaries | 187 | | | 187 | |
Other noncurrent assets, excluding investments in Non-Obligor Subsidiaries of $50.5 billion at June 30, 2025 and $50.8 billion at December 31, 2024 | 9,270 | | | 9,350 | |
| | | |
| Selected liability information: | | | |
Current portion of Guaranteed Debt, including interest of $520 million at June 30, 2025 and $536 million at December 31, 2024 | $ | 2,143 | | | $ | 1,686 | |
| Current payables to Non-Obligor Subsidiaries | 1,549 | | | 1,438 | |
| Other current liabilities | 4,286 | | | 4,074 | |
| Noncurrent portion of Guaranteed Debt, principal only | 31,432 | | | 31,057 | |
| Noncurrent payables to Non-Obligor Subsidiaries | 55 | | | 55 | |
| Other noncurrent liabilities | 197 | | | 215 | |
| | | |
| Mezzanine equity of Obligor Group: | | | |
| Preferred units | $ | 50 | | | $ | 50 | |
The following table presents summarized income statement information for the combined Obligor Group for the periods indicated (dollars in millions):
| | | | | | | | | | | |
| For the Six Months Ended June 30,
2025 | | For the Twelve Months Ended December 31, 2024 |
| Revenues from Non-Obligor Subsidiaries | $ | 11,513 | | | $ | 22,286 | |
| Revenues from other sources | 8,163 | | | 19,781 | |
| Operating income of Obligor Group | 180 | | | 443 | |
Net loss of Obligor Group excluding equity in earnings of Non-Obligor Subsidiaries of $3.3 billion for the six months ended June 30, 2025 and $6.8 billion for the twelve months ended December 31, 2024 | (522) | | | (933) | |
Related Party Transactions
For information regarding our related party transactions, see Note 15 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
General
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 and other instruments with similar characteristics. Substantially all of our derivatives are used for non-trading activities.
We assess the risk associated with each of our derivative instrument portfolios using a sensitivity analysis model. This approach measures the change in fair value of the derivative instrument portfolio based on a hypothetical 10% change in the underlying interest rates or quoted market prices on a particular day. In addition to these variables, the fair value of each portfolio is influenced by changes in the notional amounts of the instruments outstanding. The sensitivity analysis approach does not reflect the impact that the same hypothetical price movement would have on the hedged exposures to which they relate. Therefore, the impact on the fair value of a derivative instrument resulting from a change in interest rates or quoted market prices (as applicable) would normally be offset by a corresponding gain or loss on the hedged debt instrument, inventory value or forecasted transaction assuming:
•the derivative instrument functions effectively as a hedge of the underlying risk;
•the derivative instrument is not closed out in advance of its expected term; and
•the hedged forecasted transaction occurs within the expected time period.
We routinely review the effectiveness of our derivative instrument portfolios in light of current market conditions. Accordingly, the nature and volume of our derivative instruments may change depending on the specific exposure being managed.
Commodity Hedging Activities
The price of energy commodities such as natural gas, NGLs, crude oil, petrochemicals and refined products and power 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 June 30, 2025, 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, (iii) hedging the fair value of commodity products held in inventory and (iv) hedging anticipated future purchases of power for certain operations in Southeast Texas. For a summary of our portfolio of commodity derivative instruments outstanding, see Note 14 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report.
Sensitivity Analysis
The following tables show the effect of hypothetical price movements on the estimated fair values of our principal commodity derivative instrument portfolios at the dates indicated (dollars in millions).
The fair value information presented in the sensitivity analysis tables excludes the impact of applying 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.
Natural gas marketing portfolio
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Portfolio Fair Value at |
| Scenario | Resulting
Classification | | December 31, 2024 | | June 30,
2025 | | July 15,
2025 |
| Fair value assuming no change in underlying commodity prices | Asset (Liability) | | $ | 5 | | | $ | 37 | | | $ | 32 | |
| Fair value assuming 10% increase in underlying commodity prices | Asset (Liability) | | 4 | | | 31 | | | 25 | |
| Fair value assuming 10% decrease in underlying commodity prices | Asset (Liability) | | 6 | | | 43 | | | 39 | |
NGL, petrochemical and refined products marketing, natural gas processing and octane enhancement portfolio
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Portfolio Fair Value at |
| Scenario | Resulting
Classification | | December 31, 2024 | | June 30,
2025 | | July 15,
2025 |
| Fair value assuming no change in underlying commodity prices | Asset (Liability) | | $ | 61 | | | $ | (33) | | | $ | (13) | |
| Fair value assuming 10% increase in underlying commodity prices | Asset (Liability) | | 24 | | | (39) | | | (25) | |
| Fair value assuming 10% decrease in underlying commodity prices | Asset (Liability) | | 98 | | | (27) | | | (1) | |
Crude oil marketing portfolio
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Portfolio Fair Value at |
| Scenario | Resulting
Classification | | December 31, 2024 | | June 30,
2025 | | July 15,
2025 |
| Fair value assuming no change in underlying commodity prices | Asset (Liability) | | $ | 19 | | | $ | 63 | | | $ | 36 | |
| Fair value assuming 10% increase in underlying commodity prices | Asset (Liability) | | (79) | | | (26) | | | (25) | |
| Fair value assuming 10% decrease in underlying commodity prices | Asset (Liability) | | 117 | | | 152 | | | 97 | |
Commercial energy derivative portfolio
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Portfolio Fair Value at |
| Scenario | Resulting
Classification | | December 31, 2024 | | June 30,
2025 | | July 15,
2025 |
| Fair value assuming no change in underlying commodity prices | Asset (Liability) | | $ | (3) | | | $ | 2 | | | $ | 2 | |
| Fair value assuming 10% increase in underlying commodity prices | Asset (Liability) | | 7 | | | 12 | | | 13 | |
| Fair value assuming 10% decrease in underlying commodity prices | Asset (Liability) | | (13) | | | (8) | | | (9) | |
Interest Rate Hedging Activities
We may utilize interest rate swaps, forward-starting swaps, options to enter into forward-starting swaps (“swaptions”), treasury locks 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. As of the filing date of this quarterly report, we do not have any interest rate hedging instruments outstanding.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report, our management carried out an evaluation, with the participation of (i) A. James Teague, Co-Chief Executive Officer of Enterprise GP, (ii) W. Randall Fowler, Co-Chief Executive Officer of Enterprise GP and (iii) R. Daniel Boss, Executive Vice President and Chief Financial Officer of Enterprise GP, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based on this evaluation, as of the end of the period covered by this quarterly report, Messrs. Teague, Fowler and Boss concluded:
(i)that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow for timely decisions regarding required disclosures; and
(ii)that our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the second quarter of 2025, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Section 302 and 906 Certifications
The required certifications of Messrs. Teague, Fowler and Boss under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included as exhibits to this quarterly report (see Exhibits 31 and 32 under Part II, Item 6 of this quarterly report).
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
As part of our normal business activities, we may be named as defendants in litigation and 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 indemnify us against liabilities arising from future legal proceedings. We will vigorously defend the Partnership in litigation matters.
For additional information regarding our litigation matters, see Note 17 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report.
On occasion, we are assessed monetary penalties by governmental authorities related to administrative or judicial proceedings involving environmental matters. The following information summarizes matters where the eventual resolution of each of these matters may result in monetary sanctions in excess of $0.3 million. We do not expect that any expenditures related to the following matters will be material to our consolidated financial statements.
•In June 2019, we received a Notice of Violation from the U.S. Environmental Protection Agency (“EPA”) in connection with regulatory requirements applicable to facilities that we operate near Baton Rouge, Louisiana.
•In August 2022, we received a Notice of Violation from the U.S. EPA alleging that gasoline at two of our refined products terminals in Texas had exceeded certain Clean Air Act-related standards during two past regulatory control periods.
•In August 2022, we received two Notices of Enforcement from the Texas Commission on Environmental Quality for alleged exceedances of air permit emission limits at our PDH 1 and iBDH facilities in Texas.
•In November 2024 and January 2025, we received notices that the New Mexico Environment Department intended to pursue enforcement for alleged exceedances of emission limits, and alleged associated late emissions reports, at our recently acquired Pinon Midstream treating facility and compressor station on various occasions from 2021 through October 2024 (prior to our acquisition date).
ITEM 1A. RISK FACTORS.
An investment in our securities involves certain risks. Security holders and potential investors in our securities should carefully consider the risks described under “Risk Factors” set forth in Part I, Item 1A of our 2024 Form 10-K, in addition to other information in such annual report and this quarterly report (including the risk factor set forth below). The risk factors set forth in our 2024 Form 10-K and as set forth below are important factors that could cause our actual results to differ materially from those contained in any written or oral forward-looking statements made by us or on our behalf.
Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and results of operations.
Our business and results of operations may be adversely affected by uncertainty and changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments. These actions have caused uncertainty and volatility in financial markets, may result in retaliatory measures on U.S. goods and may adversely impact both the U.S. and global economies.
Our business requires access to steel and other materials to construct and maintain our pipelines. While our practice is to source steel through domestic producers in the U.S. in most instances, any imposition of or increase in tariffs on imports of steel or other materials, as well as corresponding price increases for such materials available domestically, could increase our construction costs and our costs to maintain our assets. To the extent that we are unable to pass all or any such cost increases on to our customers, such cost increases could adversely affect our returns on investment. Higher materials costs could also diminish our ability to develop new projects at acceptable returns, particularly during times of economic uncertainty, and limit our ability to pursue growth opportunities.
Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial and economic conditions and commodity markets, inflation, and reduced demand for our and our customers’ products and services. Such conditions could have a material adverse impact on our business, results of operations and cash flows. Also, disruptions and volatility in the financial markets may lead to adverse changes in the availability, terms and cost of capital. Such adverse changes could increase our costs of capital and limit our access to external financing sources to fund acquisitions, capital projects, or refinancing of debt maturities on similar terms, which could in turn reduce our cash flows and limit our ability to pursue growth opportunities.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Recent Issuances of Unregistered Securities
Holders of our Series A Cumulative Convertible Preferred Units (“preferred units”) are entitled to receive cumulative quarterly distributions at a rate of 7.25% per annum. We may satisfy our obligation to pay distributions to the preferred unitholders through the issuance, in whole or in part, of additional preferred units (referred to as paid-in-kind or “PIK” distributions), with the remainder in cash, subject to certain rights of a holder to elect all cash and other conditions as described in our partnership agreement.
The Partnership made quarterly PIK distributions to preferred unitholders in the first and second quarters of 2025 of 20,965 and 21,345 preferred units, respectively. With the exception of 95 and 97 preferred units distributed to an unaffiliated third party in the first and second quarters of 2025, respectively, all of the PIK distributions made during the six months ended June 30, 2025 were to OTA Holdings, Inc. (“OTA”), an indirect, wholly owned subsidiary of the Partnership. The preferred units held by OTA are accounted for as treasury units in consolidation. For additional information regarding the preferred units, see Note 8 of the Notes to Unaudited Condensed Consolidated Financial Statements included under Part I, Item 1 of this quarterly report.
The issuances of preferred units as PIK distributions during the three and six months ended June 30, 2025 were undertaken in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.
Other than as described above, there were no sales of unregistered equity securities during the second quarter of 2025.
Issuer Purchases of Equity Securities
The following table summarizes our equity repurchase activity during the second quarter of 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | Total Number
of Units
Purchased | | Average
Price Paid
per Unit | | Total Number
Of Units
Purchased
as Part of
2019 Buyback
Program | | Remaining Dollar Amount of Units That May Be Purchased Under the 2019 Buyback Program ($ thousands) |
| 2019 Buyback Program: (1) | | | | | | | | |
April 2025 | | – | | $ | – | | | – | | $ | 802,646 | |
May 2025 | | 2,161,299 | | $ | 30.70 | | | 2,161,299 | | $ | 736,291 | |
June 2025 | | 1,405,680 | | $ | 31.30 | | | 1,405,680 | | $ | 692,293 | |
| Vesting of phantom unit awards: | | | | | | | | |
May 2025 (2) | | 79,675 | | $ | 30.03 | | | n/a | | n/a |
June 2025 (3) | | 2,030 | | $ | 31.51 | | | n/a | | n/a |
| | | | | | | | |
(1)In January 2019, we announced the 2019 Buyback Program, which authorized the repurchase of up to $2 billion of the Partnership’s common units. Units repurchased under this program are cancelled immediately upon acquisition.
(2)Of the 287,559 phantom unit awards that vested in May 2025 and converted to common units, 79,675 units were sold back to us by employees to cover related withholding tax requirements. These repurchases are not part of any announced program. We cancelled these units immediately upon acquisition.
(3)Of the 14,975 phantom unit awards that vested in June 2025 and converted to common units, 2,030 units were sold back to us by employees to cover related withholding tax requirements. These repurchases are not part of any announced program. We cancelled these units immediately upon acquisition.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
During the three months ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) of Enterprise GP or a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS.
| | | | | |
| Exhibit Number | Exhibit |
| 2.1 | Merger Agreement, dated as of December 15, 2003, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy Company, L.L.C. (incorporated by reference to Exhibit 2.1 to Form 8-K filed December 15, 2003). |
| 2.2 | Amendment No. 1 to Merger Agreement, dated as of August 31, 2004, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products Management LLC, GulfTerra Energy Partners, L.P. and GulfTerra Energy Company, L.L.C. (incorporated by reference to Exhibit 2.1 to Form 8-K filed September 7, 2004). |
| 2.3 | Parent Company Agreement, dated as of December 15, 2003, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products GTM, LLC, El Paso Corporation, Sabine River Investors I, L.L.C., Sabine River Investors II, L.L.C., El Paso EPN Investments, L.L.C. and GulfTerra GP Holding Company (incorporated by reference to Exhibit 2.2 to Form 8-K filed December 15, 2003). |
| 2.4 | Amendment No. 1 to Parent Company Agreement, dated as of April 19, 2004, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Products GTM, LLC, El Paso Corporation, Sabine River Investors I, L.L.C., Sabine River Investors II, L.L.C., El Paso EPN Investments, L.L.C. and GulfTerra GP Holding Company (incorporated by reference to Exhibit 2.1 to Form 8-K filed April 21, 2004). |
| 2.5 | |
| 2.6 | Agreement and Plan of Merger, dated as of June 28, 2009, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Sub B LLC, TEPPCO Partners, L.P. and Texas Eastern Products Pipeline Company, LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed June 29, 2009). |
| 2.7 | Agreement and Plan of Merger, dated as of June 28, 2009, by and among Enterprise Products Partners L.P., Enterprise Products GP, LLC, Enterprise Sub A LLC, TEPPCO Partners, L.P. and Texas Eastern Products Pipeline Company, LLC (incorporated by reference to Exhibit 2.2 to Form 8-K filed June 29, 2009). |
| 2.8 | |
| 2.9 | |
| 2.10 | |
| | | | | |
| 2.11 | |
| 2.12 | |
| 2.13 | |
| 2.14 | |
| 3.1 | |
| 3.2 | |
| 3.3 | |
| 3.4 | |
| 3.5 | |
| 3.6 | |
| 3.7 | |
| 3.8 | |
| 3.9 | |
| 4.1 | |
| 4.2 | |
| 4.3 | |
| 4.4 | Second Supplemental Indenture, dated as of February 14, 2003, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Guarantor, and Wachovia Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 10-K filed March 31, 2003). |
| 4.5 | Third Supplemental Indenture, dated as of June 30, 2007, among Enterprise Products Operating L.P., as Original Issuer, Enterprise Products Partners L.P., as Parent Guarantor, Enterprise Products Operating LLC, as New Issuer, and U.S. Bank National Association, as successor Trustee (incorporated by reference to Exhibit 4.55 to Form 10-Q filed August 8, 2007). |
| 4.6 | Indenture, dated as of October 4, 2004, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed October 6, 2004). |
| | | | | |
| 4.7 | Fourth Supplemental Indenture, dated as of October 4, 2004, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.5 to Form 8-K filed October 6, 2004). |
| 4.8 | Sixth Supplemental Indenture, dated as of March 2, 2005, among Enterprise Products Operating L.P., as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed March 3, 2005). |
| 4.9 | Tenth Supplemental Indenture, dated as of June 30, 2007, among Enterprise Products Operating L.P., as Original Issuer, Enterprise Products Partners L.P., as Parent Guarantor, Enterprise Products Operating LLC, as New Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.54 to Form 10-Q filed August 8, 2007). |
| 4.10 | Sixteenth Supplemental Indenture, dated as of October 5, 2009, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed October 5, 2009). |
| 4.11 | Seventeenth Supplemental Indenture, dated as of October 27, 2009, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed October 28, 2009). |
| 4.12 | Eighteenth Supplemental Indenture, dated as of October 27, 2009, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Form 8-K filed October 28, 2009). |
| 4.13 | Nineteenth Supplemental Indenture, dated as of May 20, 2010, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed May 20, 2010). |
| 4.14 | Twentieth Supplemental Indenture, dated as of January 13, 2011, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed January 13, 2011). |
| 4.15 | Twenty-First Supplemental Indenture, dated as of August 24, 2011, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed August 24, 2011). |
| 4.16 | Twenty-Second Supplemental Indenture, dated as of February 15, 2012, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.25 to Form 10-Q filed May 10, 2012). |
| 4.17 | Twenty-Third Supplemental Indenture, dated as of August 13, 2012, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed August 13, 2012). |
| 4.18 | Twenty-Fourth Supplemental Indenture, dated as of March 18, 2013, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed March 18, 2013). |
| 4.19 | Twenty-Fifth Supplemental Indenture, dated as of February 12, 2014, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed February 12, 2014). |
| 4.20 | Twenty-Sixth Supplemental Indenture, dated as of October 14, 2014, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed October 14, 2014). |
| 4.21 | Twenty-Seventh Supplemental Indenture, dated as of May 7, 2015, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee(incorporated by reference to Exhibit 4.3 to Form 8-K filed May 7, 2015). |
| 4.22 | Twenty-Eighth Supplemental Indenture, dated as of April 13, 2016, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed April 13, 2016). |
| 4.23 | Twenty-Ninth Supplemental Indenture, dated as of August 16, 2017, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed August 16, 2017). |
| | | | | |
| 4.24 | Thirtieth Supplemental Indenture, dated as of February 15, 2018, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed February 15, 2018). |
| 4.25 | Thirty-First Supplemental Indenture, dated as of February 15, 2018, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed February 15, 2018). |
| 4.26 | Thirty-Second Supplemental Indenture, dated as of October 11, 2018, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed October 11, 2018). |
| 4.27 | Thirty-Third Supplemental Indenture, dated as of July 8, 2019, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed July 8, 2019). |
| 4.28 | Thirty-Fourth Supplemental Indenture, dated as of January 15, 2020, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed January 15, 2020). |
| 4.29 | Thirty-Fifth Supplemental Indenture, dated as of August 7, 2020, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed August 7, 2020). |
| 4.30 | Thirty-Sixth Supplemental Indenture, dated as of September 15, 2021, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, Wells Fargo Bank, National Association, as Original Trustee, and U.S. Bank National Association, as Series Trustee (incorporated by reference to Exhibit 4.3 to Form 8-K filed September 15, 2021). |
| 4.31 | Thirty-Seventh Supplemental Indenture, dated as of January 10, 2023, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and U.S. Bank Trust Company, National Association, as Series Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed January 10, 2023). |
| 4.32 | Thirty-Eighth Supplemental Indenture, dated as of January 11, 2024, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and U.S. Bank Trust Company, National Association, as Series Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed January 11, 2024). |
| 4.33 | Thirty-Ninth Supplemental Indenture, dated as of August 8, 2024, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and U.S. Bank Trust Company, National Association, as Series Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed August 8, 2024). |
| 4.34 | Fortieth Supplemental Indenture, dated as of June 20, 2025, among Enterprise Products Operating LLC, as Issuer, Enterprise Products Partners L.P., as Parent Guarantor, and U.S. Bank Trust Company, National Association, as Series Trustee (incorporated by reference to Exhibit 4.4 to Form 8-K filed June 20, 2025). |
| 4.35 | |
| 4.36 | |
| 4.37 | |
| 4.38 | |
| 4.39 | |
| 4.40 | |
| | | | | |
| 4.41 | |
| 4.42 | |
| 4.43 | |
| 4.44 | |
| 4.45 | |
| 4.46 | |
| 4.47 | |
| 4.48 | |
| 4.49 | |
| 4.50 | |
| 4.51 | |
| 4.52 | |
| 4.53 | |
| 4.54 | |
| 4.55 | |
| 4.56 | |
| 4.57 | |
| 4.58 | |
| 4.59 | |
| | | | | |
| 4.60 | |
| 4.61 | |
| 4.62 | |
| 4.63 | |
| 4.64 | |
| 4.65 | |
| 4.66 | |
| 4.67 | |
| 4.68 | |
| 4.69 | |
| 4.70 | |
| 4.71 | |
| 4.72 | |
| 4.73 | |
| 4.74 | |
| 4.75 | |
| 4.76 | |
| 4.77 | |
| 4.78 | |
| | | | | |
| 4.79 | |
| 4.80 | |
| 4.81 | |
10.1***# | |
| 22.1# | |
| 31.1# | |
| 31.2# | |
| 31.3# | |
| 32.1# | |
| 32.2# | |
| 32.3# | |
| 101# | Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language) in this Form 10-Q include the: (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Statements of Consolidated Operations, (iii) Unaudited Condensed Statements of Consolidated Comprehensive Income, (iv) Unaudited Condensed Statements of Consolidated Cash Flows, (v) Unaudited Condensed Statements of Consolidated Equity and (vi) Notes to the Unaudited Condensed Consolidated Financial Statements. |
| 104# | Cover Page Interactive Data File (embedded within the iXBRL document). |
| # | Filed with this report. |
*** | Identifies management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on August 8, 2025.
| | | | | | | | |
| ENTERPRISE PRODUCTS PARTNERS L.P. (A Delaware Limited Partnership) |
| | |
| By: | Enterprise Products Holdings LLC, as General Partner |
| | |
| By: | /s/ R. Daniel Boss |
| Name: | R. Daniel Boss |
| Title: | Executive Vice President and Chief Financial Officer of the General Partner |
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