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Commitments and Contingencies | 9 Months Ended
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Sep. 30, 2015
Commitments and Contingencies [Abstract] |
Commitments and Contingencies | Note 15. Commitments and Contingencies 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. Management has regular quarterly litigation reviews, including updates from legal counsel, to assess the possible need for accounting recognition and disclosure of these contingencies. We accrue an undiscounted liability for those contingencies where the loss is probable and the amount can be reasonably estimated. If a range of probable loss amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then the minimum amount in the range is accrued. We do not record a contingent liability when the likelihood of loss is probable but the amount cannot be reasonably estimated or when the likelihood of loss is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and the impact would be material to our consolidated financial statements, we disclose the nature of the contingency and, where feasible, an estimate of the possible loss or range of loss. Based on a consideration of all relevant known facts and circumstances, we do not believe that the ultimate outcome of any currently pending litigation directed against us will have a material impact on our consolidated financial statements either individually at the claim level or in the aggregate. At September 30, 2015 and December 31, 2014, our accruals for litigation contingencies were $4.6 million and $2.4 million, respectively, and were recorded in our Unaudited Condensed Consolidated Balance Sheets as a component of “Other current liabilities.” Our evaluation of litigation contingencies is based on the facts and circumstances of each case and predicting the outcome of these matters involves uncertainties. In the event the assumptions we use to evaluate these matters change in future periods or new information becomes available, we may be required to record additional accruals. In an effort to mitigate expenses associated with litigation, we may settle legal proceedings out of court. ETP Matter In connection with a proposed pipeline project, we and Energy Transfer Partners, L.P. (“ETP”) signed a non-binding letter of intent in April 2011 that disclaimed any partnership or joint venture related to such project absent executed definitive documents and board approvals of the respective companies. Definitive agreements were never executed and board approval was never obtained for the potential pipeline project. In August 2011, the proposed pipeline project was cancelled due to a lack of customer support. In September 2011, ETP filed suit against us and a third party in connection with the cancelled project alleging, among other things, that we and ETP had formed a “partnership.” The case was tried in the District Court of Dallas County, Texas, 298th Judicial District. While we firmly believe, and argued during our defense, that no agreement was ever executed forming a legal joint venture or partnership between the parties, the jury found that the actions of the two companies, nevertheless, constituted a legal partnership. As a result, the jury found that ETP was wrongfully excluded from a subsequent pipeline project involving a third party, and awarded ETP $319.4 million in actual damages on March 4, 2014. On July 29, 2014, the court entered judgment against us in an aggregate amount of $535.8 million, which includes (i) $319.4 million as the amount of actual damages awarded by the jury, (ii) an additional $150.0 million in disgorgement for the alleged benefit we received due to a breach of fiduciary duties by us against ETP and (iii) prejudgment interest in the amount of $66.4 million. The court also awarded post-judgment interest on such aggregate amount, to accrue at a rate of 5% per annum, compounded annually. We do not believe that the verdict or the judgment entered against us is supported by the evidence or the law. We filed our Brief of the Appellant in the Court of Appeals for the Fifth District of Dallas, Texas on March 30, 2015 and ETP filed its Brief of Appellees on June 29, 2015. We filed our Reply Brief of Appellant on September 18, 2015. We intend to vigorously oppose the judgment through the appeals process. As of September 30, 2015, we have not recorded a provision for this matter as management believes payment of damages in this case is not probable. FTC Matter On February 23, 2015, we received a Civil Investigative Demand and a related Subpoena Duces Tecum from the FTC requesting specified information relating to the Oiltanking acquisition and Enterprise’s operations. On April 13, 2015, we received a Civil Investigative Demand issued by the Attorney General of the State of Texas requesting copies of the same information and any correspondence with the FTC. We are in the process of complying with the requests and are cooperating with the investigations. Based on the limited information that we have at this time, we are unable to predict the outcome of the investigations. Contractual Obligations Scheduled Maturities of Debt We have long-term and short-term payment obligations under debt agreements. See Note 10 for additional information regarding our scheduled future maturities of debt principal. Operating Lease Obligations Consolidated lease and rental expense was $28.8 million and $23.5 million during the third quarters of 2015 and 2014, respectively. For the nine months ended September 30, 2015 and 2014, consolidated lease and rental expense was $76.4 million and $69.2 million, respectively. Our operating lease commitments at September 30, 2015 did not differ materially from those reported in our 2014 Form 10-K. Purchase Obligations Our consolidated purchase obligations at September 30, 2015 did not differ materially from those reported in our 2014 Form 10-K. Other Commitments In connection with the agreements to acquire EFS Midstream (see Note 8), we are obligated to spend up to an aggregate of $270 million on specified midstream gathering assets for Pioneer and Reliance, if requested by these producers, over a ten year period. If constructed, these new assets would be owned by us and be a component of the EFS Midstream asset network. Liquidity Option Agreement As described in Note 18 of the Notes to Consolidated Financial Statements included under Part II, Item 8 of our 2014 Form 10-K, we entered into a put option agreement (the “Liquidity Option Agreement”) with OTA and Marquard & Bahls (“M&B”) in connection with the Oiltanking acquisition. Under the Liquidity Option Agreement, we granted M&B the option to sell to us 100% of the issued and outstanding capital stock of OTA at any time within a 90-day period commencing on February 1, 2020. At that time, OTA’s only significant asset is expected to be the Enterprise common units it received in Step 1 of the Oiltanking acquisition, to the extent that such common units are not sold by M&B prior to the option exercise date pursuant to a related registration rights agreement. During 2015, we retrospectively adjusted our provisional fair value estimate for the Liquidity Option Agreement from $119.4 million to $219.7 million. The retrospective adjustment was applied in our December 31, 2014 Consolidated Balance Sheet as a $100.3 million increase in goodwill and a corresponding increase in the Liquidity Option Agreement liability, which is a component of “Other long-term liabilities.” The retrospective adjustment did not impact our historical results of operations, cash flows or other balance sheet amounts. As described in our 2014 Form 10-K, the provisional estimate represents the present value at October 1, 2014 of estimated federal and state income tax payments that we would make on the taxable income of OTA, a corporation, over a stated period of time following exercise of the option. We expect that OTA’s taxable income would, in turn, be based on an allocation of our partnership’s taxable income to the common units held by OTA and reflect any tax mitigation strategies that we believe could be employed. Our initial fair value estimate of $119.4 million was based on a variety of assumptions (each a Level 3 input), including a key assumption that a market participant would maintain the OTA corporate structure and not divest of its Enterprise common units for 30 years following exercise of the option in 2020. After further consideration, we revised this key assumption to reflect that a market participant might elect to dissolve the OTA corporate structure and sell the Enterprise common units at earlier dates. Accordingly, for purposes of our discounted cash flow model, we assigned an equal probability to the divesture of OTA and its assets over each of the 30 years in our forecast period. As a result, our provisional fair value estimate at October 1, 2014 increased by $100.3 million to $219.7 million, with a corresponding $100.3 million increase in goodwill which has been retrospectively adjusted as of December 31, 2014. This change is not considered material to our consolidated financial statements. None of the other key valuation assumptions we listed in our 2014 Form 10-K for the Liquidity Option Agreement have changed. We finalized the determination of the initial fair value of the Liquidity Option Agreement during the third quarter of 2015. Results for the three and nine months ended September 30, 2015 include $4.3 million and $15.8 million, respectively, of non-cash accretion expense associated with the change in fair value of the Liquidity Option Agreement from October 1, 2014 through September 30, 2015. The carrying value of the Liquidity Option Agreement, which is a component of “Other long-term liabilities” on our Unaudited Condensed Consolidated Balance Sheet, increased to $235.5 million at September 30, 2015 as of result of accretion.

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