Form 8-K, Financials of Enterprise Products GP,LLC

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RWRU4CwEJgDUXSeSFDkBMcbQZDR3uh1ndRucmQPU0VJAem/x7JSvr1TW0MTLvAn8 jyuDgRUEyPZ97dtqtbjlkA== 0001061219-02-000048.txt : 20021002 0001061219-02-000048.hdr.sgml : 20021002 20021002164803 ACCESSION NUMBER: 0001061219-02-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021002 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERPRISE PRODUCTS PARTNERS L P CENTRAL INDEX KEY: 0001061219 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760568219 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14323 FILM NUMBER: 02780013 BUSINESS ADDRESS: STREET 1: 2727 NORTH LOOP WEST CITY: HOUSTON STATE: TX ZIP: 77008 BUSINESS PHONE: 7138806500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERPRISE PRODUCTS OPERATING L P CENTRAL INDEX KEY: 0001102995 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760568220 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-93239-01 FILM NUMBER: 02780014 BUSINESS ADDRESS: STREET 1: 2727 NORTH LOOP WEST STREET 2: STE 700 CITY: HOUSTON STATE: TX ZIP: 77210-4324 BUSINESS PHONE: 7138806500 MAIL ADDRESS: STREET 1: PO BOX 4324 CITY: HOUSTON STATE: TX ZIP: 77210 8-K 1 form8kgpfinancials.htm FORM 8-K, GP FINANCIALS, 10-02-02 Form 8-K, Financials of Enterprise Products GP,LLC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report: October 2, 2002

ENTERPRISE PRODUCTS PARTNERS L.P.
ENTERPRISE PRODUCTS OPERATING L.P.
(Exact name of registrants as specified in their charters)

Delaware 1-14323 76-0568219
Delaware 333-93239-01 76-0568220
(State or other jurisdiction of (Commission (I.R.S. Employer Identification
incorporation of organization) File Number) No.)

2727 North Loop West, Houston, Texas 77008-1037
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(713) 880-6500

EXPLANATORY NOTE

This report constitutes a combined report for Enterprise Products Partners L.P. ("Enterprise") (Commission File No. 1-14323) and its
98.9899% owned subsidiary, Enterprise Products Operating L.P. (the "Operating Partnership") (Commission File No. 333-93239-01).
Since the Operating Partnership owns substantially all of Enterprise's consolidated assets and conducts substantially all of
Enterprise's business and operations, the information set forth herein constitutes combined information for Enterprise and the
Operating Partnership.

Unless the context requires otherwise, references to "we", "us" or "our" are intended to mean the consolidated business and
operations of Enterprise Products Partners L.P., which includes Enterprise Products Operating L.P. and its subsidiaries.

Item 5. OTHER EVENTS.

We are filing the balance sheet of Enterprise Products GP, LLC as of December 31, 2001 and June 30, 2002, which is included as
Exhibit 99.1 to this report. Enterprise Products GP, LLC is the general partner of Enterprise Products Partners L.P. and Enterprise
Products Operating L.P.

Additionally, we have included as an exhibit to this report an auditors' consent to the incorporation by reference of this report in
previously filed registration statements.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma unaudited financial information.

Not applicable.

23.1 Consent of Deloitte and Touche, LLP.

99.1 Enterprise Products GP, LLC balance sheets as of December 31, 2001 and June 30, 2002.

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 hereunto duly authorized.

ENTERPRISE PRODUCTS PARTNERS L.P.
ENTERPRISE PRODUCTS OPERATING L.P.

By: Enterprise Products GP, LLC, the general partner of
Enterprise and the Operating Partnership

By: /s/ Michael J. Knesek
Date: October 2, 2002 ------------------------------------------------------------
Name: Michael J. Knesek
Title: Vice President, Controller and Principal Accounting
Officer of Enterprise Products GP, LLC

EX-23 3 exhibit23-1.htm EXHIBIT 23.1, GP FINANCIALS Exhibit 23.1, Consent of Independent Auditors


                                                                                                                      Exhibit 23.1
                                                CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-56082) and related Prospectuses of
Enterprise Products Partners L.P. and Enterprise Products Operating L.P. and in the Registration Statement (Form S-8 No. 333-36856)
and in the Registration Statement (Form S-8 No. 333-92486) and related Prospectuses of Enterprise Products Partners L.P. of our
report dated October 1, 2002 with respect to the balance sheet of Enterprise Products GP, LLC included in this Current Report on
Form 8-K dated October 2, 2002, related to Enterprise Products Partners L.P. and Enterprise Products Operating L.P.

/s/ DELOITTE and TOUCHE LLP

Houston, Texas
October 2, 2002

EX-99 4 exhibit99-1.htm EXHIBIT 99.1, GP FINANCIALS, 10-02-02 Exhibit 99.1, Enterprise Product GP, LLC Financials


                                                                                                                       Exhibit 99.1

ENTERPRISE PRODUCTS GP, LLC

Balance Sheets as of December 31, 2001 and
June 30, 2002 and Independent Auditors' Report







                                                  INDEPENDENT AUDITORS' REPORT


Enterprise Products GP, LLC:
Houston, Texas

We have audited the accompanying balance sheet of Enterprise Products GP, LLC (the "Company") as of December 31, 2001.  This
financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial
statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall balance sheet presentation.  We believe that our audit of the balance sheet provides a reasonable basis for our opinion.

In our opinion, such balance sheet presents fairly, in all material respects, the financial position of the Company, as of December
31, 2001, in conformity with accounting principles generally accepted in the United States of America.



/s/ DELOITTE and TOUCHE LLP

October 1, 2002
Houston, Texas





ENTERPRISE PRODUCTS GP, LLC
BALANCE SHEETS
                                                                      December 31,          June 30,
                                                                          2001                2002
                                                                   ----------------------------------------
                                                                                           (Unaudited)
                              ASSETS
CURRENT ASSETS:
       Cash and cash equivalents                                          $ 2,589,547         $   147,218
       Accounts receivable - affiliates, net                                    1,866
                                                                   ----------------------------------------
               Total current assets                                         2,591,413             147,218

INVESTMENTS IN UNCONSOLIDATED AFFILIATES                                   23,246,978          21,466,843

                                                                   ----------------------------------------
TOTAL                                                                     $25,838,391         $21,614,061
                                                                   ========================================

                 LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES:
       Accounts payable and accrued expenses                              $   241,340         $   455,974
       Accounts payable - affiliates, net                                                           8,085
                                                                   ----------------------------------------
               Total current liabilities                                      241,340             464,059

MEMBERS' EQUITY:
       Members' equity                                                     26,853,625          22,014,739
       Note receivable, Dan Duncan, LLC                                    (1,256,574)           (864,737)
                                                                   ----------------------------------------
               Total members' equity                                       25,597,051          21,150,002
                                                                   ----------------------------------------
TOTAL                                                                     $25,838,391         $21,614,061
                                                                   ========================================


See Notes to Balance Sheets.



PAGE 1





ENTERPRISE PRODUCTS GP, LLC

NOTES TO BALANCE SHEETS
AS OF DECEMBER 31, 2001 AND JUNE 30, 2002  
(Information pertaining to June 30, 2002 is unaudited)
- ---------------------------------------------------------------------------------------------

1.    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization - Enterprise Products GP, LLC (the "Company") is a Delaware limited liability company that was
         formed on May 1, 1998 to become the general partner of Enterprise Products Operating L.P. ("EPOLP") and Enterprise Products
         Partners L.P. ("EPPLP").  EPPLP, including its consolidated subsidiaries, is a publicly traded Delaware limited partnership
         listed on the New York Stock Exchange under symbol "EPD".  EPPLP conducts substantially all of its business through EPOLP,
         of  which EPPLP owns a 98.9899% limited partner interest.  EPOLP is a limited partnership that was formed to acquire, own
         and operate the natural gas liquids business of Enterprise Products Company ("EPCO").

         At December 31, 2001, EPC Partners II, Inc. (a subsidiary of EPCO) owned 65%, Shell US Gas and Power (an affiliate of Shell
         Oil Company) owned 30% and Dan Duncan, LLC owned 5% interests in the Company.  The above entities, which own a portion of
         the Company, are hereafter collectively referred to as the "Members."

         Investments in Unconsolidated Affiliates - Investments in unconsolidated affiliates represents the Company's
         1% ownership in EPPLP and 1.0101% ownership in EPOLP.  As the general partner, the Company exercises significant influence
         over EPPLP's and EPOLP's operating and financial policies.  The equity method of accounting is used to account for these
         investments.

         Cash and cash equivalents -The Company considers all highly liquid debt instruments with an original maturity
         of less than three months at the date of purchase to be cash equivalents.

         Federal Income Taxes - Federal income taxes are not provided because the Company was organized as a
         pass-through entity for federal income tax purposes.  As a result, for federal income tax purposes, the Members are
         individually responsible for taxes of their allocable share of the taxable income of the Company.  State income taxes are
         not material.

         Use of Estimates and Assumptions - Use of estimates and assumptions by management that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
         statements are required for the preparation of financial statements in conformity with accounting principles generally
         accepted in the United States of America.  Actual results could differ from these estimates.

         Cash Distributions - Cash distributions to the Members are made in accordance with their members' interests.



PAGE 2




2.    INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES

         At December 31, 2001, the Company's significant unconsolidated affiliates accounted for by the equity method included its
         1% economic interest in EPPLP and its 1.0101% economic interest in EPOLP.  Since EPOLP owns substantially all of EPPLP's
         consolidated assets and conducts substantially all of EPPLP's business and operations, the information set forth herein
         constitutes combined information for EPPLP and EPOLP.

         The following is condensed financial data for EPPLP (in thousands):

                                                                     December 31,          June 30,
                                                                         2001                2002
                                                                  ----------------------------------------
                                                                                          (Unaudited)
BALANCE SHEET DATA:
Assets:
         Current assets                                                   $  518,775          $  481,059
         Property, plant and equipment, net                                1,306,790           1,570,571
         Investments in advanced to unconsolidated affiliates                398,201             403,070
         Other long-term assets                                              207,427             337,676
                                                                  ----------------------------------------
              Total assets                                                $2,431,193          $2,792,376
                                                                  ========================================

Liabilities and Partners' equity:
         Current liabilities                                              $  409,216            $504,241
         Long-term liabilities                                               863,339           1,231,471
         Minority interests                                                   11,716              10,818
         Partners' equity                                                  1,146,922           1,045,846
                                                                  ----------------------------------------
              Total liabilities and partners' equity                      $2,431,193          $2,792,376
                                                                  ========================================

                                                                      For the Year         For the Six
                                                                         Ended            MonthsEnded
                                                                      December 31,          June 30,
                                                                         2001                2002
                                                                  ----------------------------------------
                                                                                          (Unaudited)
INCOME STATEMENT DATA:
         Revenues                                                         $3,179,727          $1,464,606
         Expenses                                                          2,892,039           1,425,746
                                                                  ----------------------------------------
              Operating income                                               287,688              38,860
         Other income (expense)                                              (43,038)            (33,713)
         Minority interest                                                    (2,472)                (30)
                                                                  ----------------------------------------
              Net income                                                  $  242,178          $    5,117
                                                                  ========================================


3.   NOTE RECEIVABLE

As of December 31, 2001 and June 30, 2002, the Company held a promissory note due from Dan Duncan, LLC. The note matures on December
31, 2005 and interest is payable quarterly.  The rate on the note fluctuates quarterly based on the prime rate, but in no event to
exceed the maximum rate of nonusurious interest allowed from time to time by the law.  Under the terms of the note, Dan Duncan, LLC
may prepay the note, in whole or in part, without premium or penalty.   The note receivable from Dan Duncan, LLC is classified as
contra-equity on the balance sheet as of December 31, 2001 and June 30, 2002.



PAGE 3




4.   FAIR VALUE OF FINANCIAL INSTRUMENTS

Cash and cash equivalents, accounts receivable - affiliates, net, accounts payable and accrued expenses, and accounts payable -
affiliates, net are carried at amounts which reasonably approximate their fair value at year end due to their short-term nature.

5.    RELATED-PARTY TRANSACTIONS

At December 31, 2001, the Company had a net receivable from Dan Duncan, LLC for interest on the note receivable.  At June 30, 2002,
the Company had a net payable to EPCO for payment of operating expenses.  Such amounts have been included on the Company's balance
sheets.








PAGE 4

-----END PRIVACY-ENHANCED MESSAGE-----