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Commitments and Contingent Liabilities

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies [Abstract]

Note 17. Commitments and Contingent Liabilities

Litigation

As part of our normal business activities, we may be named as defendants in legal proceedings, including those arising from regulatory and environmental matters. Although we are insured against various risks to the extent we believe it is prudent, there is no assurance that the nature and amount of such insurance will be adequate, in every case, to fully indemnify us against losses arising from future legal proceedings. We will vigorously defend the Partnership in litigation matters.

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.

There were no accruals for litigation contingencies at December 31, 2022. Our accruals for litigation contingencies were immaterial at December 31, 2021. We have classified our accruals for litigation contingencies in our Consolidated Balance Sheets as a component of “Other current liabilities” or “Other long-term liabilities” based on management’s estimate regarding the timing of settlement. 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.

PDH Litigation

In July 2013, we executed a contract with Foster Wheeler USA Corporation (“Foster Wheeler”) pursuant to which Foster Wheeler was to serve as the general contractor responsible for the engineering, procurement, construction and installation of our first propane dehydrogenation facility (“PDH 1”). In November 2014, Foster Wheeler was acquired by an affiliate of AMEC plc to form Amec Foster Wheeler plc, and Foster Wheeler is now known as Amec Foster Wheeler USA Corporation (“AFW”). In December 2015, Enterprise and AFW entered into a transition services agreement under which AFW was partially terminated from the PDH 1 project. In December 2015, Enterprise engaged a second contractor, Optimized Process Designs LLC, to complete the construction and installation of PDH 1.

On September 2, 2016, we terminated AFW for cause and filed a lawsuit in the 151st Judicial Civil District Court of Harris County, Texas against AFW and its parent company, Amec Foster Wheeler plc, asserting claims for breach of contract, breach of warranty, fraudulent inducement, string-along fraud, gross negligence, professional negligence, negligent misrepresentation and attorneys’ fees. Trial for the case began on April 19, 2022, and closing arguments were completed July 22, 2022. Effective November 11, 2022, the parties reached a settlement of the claims underlying the lawsuit. As part of the settlement, AFW paid $115 million in cash to Enterprise.

The settlement amount was attributable to the partial recovery of capital costs incurred during the time that Foster Wheeler served as general contractor and the partial recovery of attorneys’ fees incurred as a result of the litigation. Based on management’s evaluation of the settlement amount relative to the damages and costs incurred, we determined that $99 million of the settlement was attributable to the partial recovery of capital costs, which is reflected as a reduction to “Property, plant and equipment, net” on our Consolidated Balance Sheets and presented as a component of “Proceeds from asset sales and other matters” on our Statements of Consolidated Cash Flows, and $16 million was attributable to the partial recovery of attorneys’ fees, which are a component of “Other, net” within the “Other income (expense)” section of our Statements of Consolidated Operations and a component of cash provided by operating activities as presented on our Statements of Consolidated Cash Flows.

Commitments Under Equity Compensation Plans of EPCO

In accordance with our agreements with EPCO, we reimburse EPCO for our share of its compensation expense attributable to employees who perform management, administrative and operating functions for us. See Notes 13 and 15 for additional information regarding our accounting for equity-based awards and related party information, respectively.

Contractual Obligations

The following table summarizes our various contractual obligations at December 31, 2022. A description of each type of contractual obligation follows:

	Payment or Settlement due by Period
Contractual Obligations	Total		2023		2024		2025		2026		2027		Thereafter
Scheduled maturities of debt obligations	$	28,566	$	1,745	$	850	$	1,150	$	875	$	575	$	23,371
Estimated cash interest payments	$	27,324	$	1,239	$	1,200	$	1,158	$	1,124	$	1,100	$	21,503
Operating lease obligations	$	493	$	71	$	63	$	49	$	34	$	31	$	245
Purchase obligations:
Product purchase commitments:
Estimated payment obligations:
Natural gas	$	245	$	109	$	109	$	27	$	–	$	–	$	–
NGLs	$	4,043	$	847	$	841	$	705	$	414	$	406	$	830
Crude oil	$	13,138	$	2,333	$	2,293	$	2,224	$	1,902	$	1,797	$	2,589
Petrochemicals and refined products	$	194	$	105	$	89	$	–	$	–	$	–	$	–
Other	$	24	$	7	$	6	$	4	$	2	$	2	$	3
Service payment commitments	$	200	$	40	$	34	$	17	$	13	$	13	$	83

Scheduled Maturities of Debt

We have long-term and short-term payment obligations under debt agreements. Amounts shown in the preceding table represent our scheduled future maturities of debt principal for the years indicated. See Note 7 for additional information regarding our consolidated debt obligations.

Estimated Cash Interest Payments

Our estimated cash payments for interest are based on the principal amount of our consolidated debt obligations outstanding at December 31, 2022, the contractually scheduled maturities of such balances, and the applicable interest rates. Our estimated cash payments for interest are influenced by the long-term maturities of our $2.3 billion in junior subordinated notes (due June 2067 through February 2078). The estimated cash payments assume that (i) the junior subordinated notes are not repaid prior to their respective maturity dates and (ii) the amount of interest paid on the junior subordinated notes is based on either (a) the current fixed interest rate charged or (b) the weighted-average variable rate paid in 2022, as applicable, for each note through the respective maturity date. See Note 7 for information regarding fixed and weighted-average variable interest rates charged in 2022.

Operating Lease Obligations

We lease certain property, plant and equipment under noncancelable and cancelable operating leases. Amounts shown in the preceding table represent minimum cash lease payment obligations under our operating leases with terms in excess of one year.

Our significant lease agreements consist of (i) land held pursuant to property leases, (ii) the lease of underground storage caverns for natural gas, NGLs and ethylene, (iii) the lease of transportation equipment used in our operations and (iv) office space leased from affiliates of EPCO. These lease agreements have terms that range from 5 to 30 years. The agreements to lease office space from affiliates of EPCO and those relating to underground NGL storage caverns we lease from a third party include renewal options that could extend these contracts for up to an additional 20 years. The remainder of our significant lease agreements do not provide for additional renewal terms.

Lease expense is charged to operating costs and expenses on a straight-line basis over the period of expected economic benefit. Contingent rental payments are expensed as incurred. We are generally required to perform routine maintenance on the underlying leased assets. In addition, certain leases give us the option to make leasehold improvements. Maintenance and repairs of leased assets resulting from our operations are charged to expense as incurred.

The following table presents information regarding operating leases where we are the lessee at December 31, 2022:

Asset Category	ROU Asset Carrying Value (1)		Lease Liability Carrying Value (2)		Weighted- Average Remaining Term	Weighted- Average Discount Rate (3)
Storage and pipeline facilities	$	191	$	193	10 years		3.7	%
Transportation equipment		17		17	4 years		3.5	%
Office and warehouse space		157		191	14 years		3.0	%
Total	$	365	$	401

(1)	ROU asset amounts are a component of “Other assets” on our Consolidated Balance Sheet.
(2)	At December 31, 2022, lease liabilities of $60 million and $341 million were included within “Other current liabilities” and “Other long-term liabilities,” respectively.
(3)	The discount rate for each category of assets represents the weighted average incremental borrowing rate adjusted for collateralization (if the implicit rate is not determinable). In general, the discount rates are based on either (i) information available at the lease commencement date or (ii) January 1, 2019 for leases existing at the adoption date for ASC 842.

The following table disaggregates our total operating lease expense for the years indicated:

	For the Year Ended December,
	2022		2021		2020
Long-term operating leases:
Fixed lease expense:
Non-cash lease expense (amortization of ROU assets)	$	59	$	41	$	39
Related accretion expense on lease liability balances		12		12		13
Total fixed lease expense		71		53		52
Variable lease expense		6		1		–
Subtotal operating lease expense		77		54		52
Short-term operating leases		91		54		50
Total operating lease expense	$	168	$	108	$	102

Fixed lease expense is charged to earnings on a straight-line basis over the contractual term, with any variable lease payments expensed as incurred. Short-term operating lease expense is expensed as incurred. Cash paid for operating lease liabilities recorded on our balance sheet was $65 million, and $40 million, and $37 million for the years ended December 31, 2022, 2021 and 2020, respectively.

We do not have any significant operating or direct financing leases where we are the lessor. Our operating lease income for the years ended December 31, 2022, 2021 and 2020 was $14 million, $12 million and $11 million, respectively. We do not have any sales-type leases.

Purchase Obligations

We define purchase obligations as agreements with remaining terms in excess of one year to purchase goods or services that are enforceable and legally binding (i.e., unconditional) on us that specify all significant terms, including (i) fixed or minimum quantities to be purchased, (ii) fixed, minimum or variable price provisions and (iii) the approximate timing of the transactions. We classify our unconditional purchase obligations into the following categories:

•

Product purchase commitments – We have long-term product purchase obligations for natural gas, NGLs, crude oil, and petrochemicals and refined products with third party suppliers. The prices that we are obligated to pay under these contracts approximate market prices at the time we take delivery of the volumes. The preceding table presents our estimated future payment obligations under these contracts based on the contractual price in each agreement at December 31, 2022 applied to all future volume commitments. Actual future payment obligations may vary depending on prices at the time of delivery.

•

Service payment commitments – We have long-term commitments to pay service providers, including those attributable to obligations under firm pipeline transportation contracts. Payment obligations vary by contract, but generally represent a price per unit of volume multiplied by a firm transportation volume commitment.

•

We have short-term payment obligations relating to our capital expenditures, including our share of the capital expenditures of unconsolidated affiliates. These commitments represent unconditional payment obligations for services to be rendered or products to be delivered in connection with capital projects.

Other Long-Term Liabilities

The following table summarizes the components of “Other long-term liabilities” as presented on our Consolidated Balance Sheets at the dates indicated:

	December 31,
	2022		2021
Noncurrent portion of AROs (see Note 4)	$	214	$	159
Deferred revenues – non-current portion (see Note 9)		320		250
Lease liability – non-current portion		341		339
Derivative liabilities		58		2
Other		8		10
Total	$	941	$	760