Capital Accounts

3 Months Ended

Mar. 31, 2021

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:

Common units outstanding at December 31, 2020	2,182,308,958
Common unit repurchases under 2019 Buyback Program	(709,816	)
Common units issued in connection with the vesting of phantom unit awards, net	3,553,313
Other	26,148
Common units outstanding at March 31, 2021	2,185,178,603

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.

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:

Preferred units outstanding at December 31, 2020			50,138
Paid in-kind distribution to related party			274
Preferred units outstanding at March 31, 2021			50,412

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:

	Cash Flow Hedges
	Commodity Derivative Instruments			Interest Rate Derivative Instruments			Other			Total
Accumulated Other Comprehensive Income (Loss), December 31, 2020	$	(93.2	)	$	(74.3	)	$	2.3		$	(165.2	)
Other comprehensive income (loss) for period, before reclassifications		(461.2	)		182.9			(0.2	)		(278.5	)
Reclassification of losses (gains) to net income during period		616.1			8.6			–			624.7
Total other comprehensive income (loss) for period		154.9			191.5			(0.2	)		346.2
Accumulated Other Comprehensive Income, March 31, 2021	$	61.7		$	117.2		$	2.1		$	181.0

	Cash Flow Hedges
	Commodity Derivative Instruments			Interest Rate Derivative Instruments			Other			Total
Accumulated Other Comprehensive Income, December 31, 2019	$	55.1		$	13.9		$	2.4		$	71.4
Other comprehensive income (loss) for period, before reclassifications		475.1			(278.1	)		(0.1	)		196.9
Reclassification of losses (gains) to net income during period		(155.6	)		9.6			–			(146.0	)
Total other comprehensive income (loss) for period		319.5			(268.5	)		(0.1	)		50.9
Accumulated Other Comprehensive Income (Loss), March 31, 2020	$	374.6		$	(254.6	)	$	2.3		$	122.3

The following table presents reclassifications of (income) loss out of accumulated other comprehensive income (loss) into net income during the periods indicated:

		For the Three Months Ended March 31,
	Location	2021		2020
Losses (gains) on cash flow hedges:
Interest rate derivatives	Interest expense	$	8.6	$	9.6
Commodity derivatives	Revenue		597.4		(154.4)
Commodity derivatives	Operating costs and expenses		18.7		(1.2)
Total		$	624.7	$	(146.0)

For information regarding our interest rate and commodity derivative instruments, see Note 13.

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.