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Debt Obligations | 12 Months Ended
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Dec. 31, 2023
Debt Obligations [Abstract] |
Debt Obligations | Note 7. Debt Obligations The following table presents our consolidated debt obligations (arranged by company and maturity date) at the dates indicated:
|  | December 31, |
|  | 2023 |  |  | 2022 |
EPO senior debt obligations: |  |  |  |  |  |
Commercial Paper Notes, variable-rates |  | $ | 450 |  |  | $ | 495 |
Senior Notes HH, 3.35% fixed-rate, due March 2023 |  |  | – |  |  |  | 1,250 |
Senior Notes JJ, 3.90% fixed-rate, due February 2024 |  |  | 850 |  |  |  | 850 |
March 2023 $1.5 Billion 364-Day Revolving Credit Agreement, variable-rate, due March 2024 (1) |  |  | – |  |  |  | – |
Senior Notes MM, 3.75% fixed-rate, due February 2025 |  |  | 1,150 |  |  |  | 1,150 |
Senior Notes FFF, 5.05% fixed-rate, due January 2026 |  |  | 750 |  |  |  | – |
Senior Notes PP, 3.70% fixed-rate, due February 2026 |  |  | 875 |  |  |  | 875 |
Senior Notes SS, 3.95% fixed-rate, due February 2027 |  |  | 575 |  |  |  | 575 |
March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement, variable-rate, due March 2028 (2) |  |  | – |  |  |  | – |
Senior Notes WW, 4.15% fixed-rate, due October 2028 |  |  | 1,000 |  |  |  | 1,000 |
Senior Notes YY, 3.125% fixed-rate, due July 2029 |  |  | 1,250 |  |  |  | 1,250 |
Senior Notes AAA, 2.80% fixed-rate, due January 2030 |  |  | 1,250 |  |  |  | 1,250 |
Senior Notes GGG, 5.35% fixed-rate, due January 2033 |  |  | 1,000 |  |  |  | – |
Senior Notes D, 6.875% fixed-rate, due March 2033 |  |  | 500 |  |  |  | 500 |
Senior Notes H, 6.65% fixed-rate, due October 2034 |  |  | 350 |  |  |  | 350 |
Senior Notes J, 5.75% fixed-rate, due March 2035 |  |  | 250 |  |  |  | 250 |
Senior Notes W, 7.55% fixed-rate, due April 2038 |  |  | 400 |  |  |  | 400 |
Senior Notes R, 6.125% fixed-rate, due October 2039 |  |  | 600 |  |  |  | 600 |
Senior Notes Z, 6.45% fixed-rate, due September 2040 |  |  | 600 |  |  |  | 600 |
Senior Notes BB, 5.95% fixed-rate, due February 2041 |  |  | 750 |  |  |  | 750 |
Senior Notes DD, 5.70% fixed-rate, due February 2042 |  |  | 600 |  |  |  | 600 |
Senior Notes EE, 4.85% fixed-rate, due August 2042 |  |  | 750 |  |  |  | 750 |
Senior Notes GG, 4.45% fixed-rate, due February 2043 |  |  | 1,100 |  |  |  | 1,100 |
Senior Notes II, 4.85% fixed-rate, due March 2044 |  |  | 1,400 |  |  |  | 1,400 |
Senior Notes KK, 5.10% fixed-rate, due February 2045 |  |  | 1,150 |  |  |  | 1,150 |
Senior Notes QQ, 4.90% fixed-rate, due May 2046 |  |  | 975 |  |  |  | 975 |
Senior Notes UU, 4.25% fixed-rate, due February 2048 |  |  | 1,250 |  |  |  | 1,250 |
Senior Notes XX, 4.80% fixed-rate, due February 2049 |  |  | 1,250 |  |  |  | 1,250 |
Senior Notes ZZ, 4.20% fixed-rate, due January 2050 |  |  | 1,250 |  |  |  | 1,250 |
Senior Notes BBB, 3.70% fixed-rate, due January 2051 |  |  | 1,000 |  |  |  | 1,000 |
Senior Notes DDD, 3.20% fixed-rate, due February 2052 |  |  | 1,000 |  |  |  | 1,000 |
Senior Notes EEE, 3.30% fixed-rate, due February 2053 |  |  | 1,000 |  |  |  | 1,000 |
Senior Notes NN, 4.95% fixed-rate, due October 2054 |  |  | 400 |  |  |  | 400 |
Senior Notes CCC, 3.95% fixed-rate, due January 2060 |  |  | 1,000 |  |  |  | 1,000 |
Total principal amount of senior debt obligations |  |  | 26,725 |  |  |  | 26,270 |
EPO Junior Subordinated Notes C, variable-rate, due June 2067 (3)(7) |  |  | 232 |  |  |  | 232 |
EPO Junior Subordinated Notes D, variable-rate, due August 2077 (4)(7) |  |  | 350 |  |  |  | 350 |
EPO Junior Subordinated Notes E, fixed/variable-rate, due August 2077 (5)(7) |  |  | 1,000 |  |  |  | 1,000 |
EPO Junior Subordinated Notes F, fixed/variable-rate, due February 2078 (6)(7) |  |  | 700 |  |  |  | 700 |
TEPPCO Junior Subordinated Notes, variable-rate, due June 2067 (3)(7) |  |  | 14 |  |  |  | 14 |
Total principal amount of senior and junior debt obligations |  |  | 29,021 |  |  |  | 28,566 |
Other, non-principal amounts |  |  | (273 | ) |  |  | (271 | )
Less current maturities of debt |  |  | (1,300 | ) |  |  | (1,744 | )
Total long-term debt |  | $ | 27,448 |  |  | $ | 26,551 |
(1) | Under the terms of the agreement, EPO may borrow up to $1.5 billion (which may be increased by up to $200 million to $1.7 billion at EPO’s election provided certain conditions are met).
(2) | Under the terms of the agreement, EPO may borrow up to $2.7 billion (which may be increased by up to $500 million to $3.2 billion at EPO’s election provided certain conditions are met).
(3) | Variable rate is reset quarterly and based on 3-month Chicago Mercantile Exchange (“CME”) Term Secured Overnight Financing Rate (“SOFR”) plus (a) a 0.26161% tenor spread adjustment and (b) 2.778%.
(4) | Variable rate is reset quarterly and based on 3-month CME Term SOFR plus (a) a 0.26161% tenor spread adjustment and (b) 2.986%.
(5) | Fixed rate of 5.250% through August 15, 2027; thereafter, a variable rate reset quarterly and based on 3-month CME Term SOFR plus (a) a 0.26161% tenor spread adjustment and (b) 3.033%.
(6) | Fixed rate of 5.375% through February 14, 2028; thereafter, a variable rate reset quarterly and based on 3-month CME Term SOFR plus (a) a 0.26161% tenor spread adjustment and (b) 2.57%.
(7) | Effective July 1, 2023, all series of our junior subordinated notes subject to a variable interest rate replaced the 3-month London Interbank Offered Rate (“LIBOR”) with 3-month CME Term SOFR plus a 0.26161% tenor spread adjustment. See discussion below in “Variable Interest Rates” regarding the LIBOR replacement and LIBOR replacement rate.
References to “TEPPCO” mean TEPPCO Partners, L.P. prior to its merger with one of our wholly owned subsidiaries in October 2009. Variable Interest Rates The following table presents the range of interest rates and weighted-average interest rates paid on our consolidated variable-rate debt during the year ended December 31, 2023:
| Range of Interest Rates Paid | Weighted-Average Interest Rate Paid
Commercial Paper Notes | 4.59% to 5.65% | 5.38%
EPO Junior Subordinated Notes C and TEPPCO Junior Subordinated Notes | 7.54% to 8.45% | 8.08%
EPO Junior Subordinated Notes D | 7.63% to 8.64% | 8.23%
Amounts borrowed under EPO’s March 2023 $1.5 Billion 364-Day Revolving Credit Agreement and March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement bear interest, at EPO’s election, equal to: (i) SOFR, plus an additional variable spread; or (ii) an alternate base rate, which is the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.5%, or (c) Adjusted Term SOFR for an interest period of one month in effect on such day plus 1%, and a variable spread. The applicable spreads are determined based on EPO's debt ratings. In July 2017, the Financial Conduct Authority in the U.K. announced a desire to phase out LIBOR as a benchmark by the end of June 2023. In December 2022, the Board of Governors of the Federal Reserve System approved a final rule to implement the Adjustable Interest Rate (LIBOR) Act, which established benchmark replacements for certain contracts that reference various tenors of LIBOR and do not provide an alternative rate or would result in a rate that is expressed in terms of the last known value of LIBOR (typically referred to as a “frozen LIBOR” provision). The final rule became effective during the first quarter of 2023. As a result of the LIBOR Act, our Junior Subordinated Notes C and D and the TEPPCO Junior Subordinated Notes, which were subject to a variable rate (as defined by the applicable agreement) based on three-month LIBOR (in each case, a “LIBOR Rate”) through June 30, 2023, replaced the applicable LIBOR Rate with a variable rate based on the three-month CME Term SOFR as administered by the CME Group Benchmark Administration, Ltd. plus a 0.26161% tenor spread adjustment beginning on July 1, 2023. Additionally, our Junior Subordinated Notes E and F, which would have been subject to a variable rate (as defined by the applicable agreement) based on three-month LIBOR beginning in August 2027 and February 2028, respectively, will replace the applicable LIBOR Rate with the three-month CME Term SOFR plus a 0.26161% tenor spread adjustment. The foregoing tenor spread adjustment will be in addition to the applicable spread under the terms of each series of Junior Subordinated Notes. We do not expect the transition from LIBOR to have a material financial impact on us. Scheduled Maturities of Debt The following table presents the scheduled maturities of principal amounts of EPO’s consolidated debt obligations at December 31, 2023 for the next five years, and in total thereafter:
|  |  |  |  | Scheduled Maturities of Debt |
|  | Total |  |  | 2024 |  |  | 2025 |  |  | 2026 |  |  | 2027 |  |  | 2028 |  |  | Thereafter |
Commercial Paper Notes |  | $ | 450 |  |  | $ | 450 |  |  | $ | – |  |  | $ | – |  |  | $ | – |  |  | $ | – |  |  | $ | – |
Senior Notes |  |  | 26,275 |  |  |  | 850 |  |  |  | 1,150 |  |  |  | 1,625 |  |  |  | 575 |  |  |  | 1,000 |  |  |  | 21,075 |
Junior Subordinated Notes |  |  | 2,296 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 2,296 |
Total |  | $ | 29,021 |  |  | $ | 1,300 |  |  | $ | 1,150 |  |  | $ | 1,625 |  |  | $ | 575 |  |  | $ | 1,000 |  |  | $ | 23,371 |
EPO Debt Obligations Commercial Paper Notes EPO maintains a commercial paper program under which it may issue (and have outstanding at any time) up to $3.0 billion in aggregate principal amount of short-term notes. As a back-stop to the program, we intend to maintain a minimum aggregate available borrowing capacity under EPO’s revolving credit facilities equal to the aggregate amount outstanding under our commercial paper notes. All commercial paper notes issued under the program are senior unsecured obligations of EPO that are unconditionally guaranteed by the Partnership. As of December 31, 2023, EPO had $450 million aggregate principal amount of short-term notes outstanding under its commercial paper program. March 2023 $1.5 Billion 364-Day Revolving Credit Agreement In March 2023, EPO entered into a new $1.5 billion 364-Day Revolving Credit Agreement (the “March 2023 $1.5 Billion 364-Day Revolving Credit Agreement”) that replaced its September 2022 364-day revolving credit agreement. There were no principal amounts outstanding under the September 2022 364-day revolving credit agreement when it was replaced by the March 2023 $1.5 Billion 364-Day Revolving Credit Agreement. As of December 31, 2023, there were no principal amounts outstanding under the March 2023 $1.5 Billion 364-Day Revolving Credit Agreement. Under the terms of the March 2023 $1.5 Billion 364-Day Revolving Credit Agreement, EPO may borrow up to $1.5 billion (which may be increased by up to $200 million to $1.7 billion at EPO’s election, provided certain conditions are met) at a variable interest rate for a term of up to 364 days, subject to the terms and conditions set forth therein. The March 2023 $1.5 Billion 364-Day Revolving Credit Agreement matures in March 2024. To the extent that principal amounts are outstanding at the maturity date, EPO may elect to have the entire principal balance then outstanding continued as non-revolving term loans for a period of one additional year, payable in March 2025. Borrowings under the March 2023 $1.5 Billion 364-Day Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions and general company purposes. The March 2023 $1.5 Billion 364-Day Revolving Credit Agreement contains customary representations, warranties, covenants (affirmative and negative) and events of default, the occurrence of which would permit the lenders to accelerate the maturity date of any amounts borrowed under this credit agreement. The March 2023 $1.5 Billion 364-Day Revolving Credit Agreement also restricts EPO’s ability to pay cash distributions to the Partnership, if an event of default (as defined in the credit agreement) has occurred and is continuing at the time such distribution is scheduled to be paid or would result therefrom. EPO’s obligations under the March 2023 $1.5 Billion 364-Day Revolving Credit Agreement are not secured by any collateral; however, they are guaranteed by the Partnership. March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement In March 2023, EPO entered into a new revolving credit agreement that matures in March 2028 (the “March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement”). The March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement replaced EPO’s prior multi-year revolving credit agreement that was scheduled to mature in September 2026. There were no principal amounts outstanding under the prior multi-year revolving credit agreement when it was replaced by the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement. As of December 31, 2023, there were no principal amounts outstanding under the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement. Under the terms of the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement, EPO may borrow up to $2.7 billion (which may be increased by up to $500 million to $3.2 billion at EPO’s election, provided certain conditions are met) at a variable interest rate for a term of five years, subject to the terms and conditions set forth therein. The March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement matures in March 2028, although the maturity date may be extended at EPO’s request (up to two requests) for a one-year extension of the maturity date by delivering a request prior to the maturity date and with the consent of required lenders as set forth under the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement. Borrowings under the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions and general company purposes. The March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement contains customary representations, warranties, covenants (affirmative and negative) and events of default, the occurrence of which would permit the lenders to accelerate the maturity date of any amounts borrowed under this credit agreement. The March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement also restricts EPO’s ability to pay cash distributions to the Partnership, if an event of default (as defined in the credit agreement) has occurred and is continuing at the time such distribution is scheduled to be paid or would result therefrom. EPO’s obligations under the March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement are not secured by any collateral; however, they are guaranteed by the Partnership. Senior Notes EPO’s fixed-rate senior notes are unsecured obligations of EPO that rank equal with its existing and future unsecured and unsubordinated indebtedness. They are senior to any existing and future subordinated indebtedness of EPO. EPO’s senior notes are subject to make-whole redemption rights and were issued under indentures containing certain covenants, which generally restrict its ability (with certain exceptions) to incur debt secured by liens and engage in sale and leaseback transactions. In total, EPO issued $1.75 billion and $1.0 billion of senior notes during the years ended December 31, 2023 and 2021, respectively. EPO did not issue any senior notes during the year ended December 31, 2022. In January 2023, EPO issued $1.75 billion aggregate principal amount of senior notes comprised of (i) $750 million principal amount of senior notes due January 2026 (“Senior Notes FFF”) and (ii) $1.0 billion principal amount of senior notes due January 2033 (“Senior Notes GGG”). Net proceeds from this offering were used by EPO for general company purposes, including for growth capital investments, and the repayment of debt (including the repayment of all of our $1.25 billion principal amount of 3.35% Senior Notes HH at their maturity in March 2023 and amounts outstanding under our commercial paper program). EPO’s senior notes are unconditionally guaranteed on an unsecured and unsubordinated basis by the Partnership. See Note 20, Subsequent Events, for information regarding the issuance of Senior Notes HHH and III in January 2024. EPO Junior Subordinated Notes EPO’s payment obligations under its junior subordinated notes (“junior notes”) are subordinated to all of its current and future senior indebtedness. The indenture agreement governing the junior notes allows EPO to defer interest payments on one or more occasions for up to ten consecutive years subject to certain conditions. Subject to certain exceptions, during any period in which interest payments are deferred, neither the Partnership nor EPO can declare or make any distributions on any of our respective equity securities or make any payments on indebtedness or other obligations that rank equal with or are subordinate to the junior notes. Each series of EPO’s junior notes rank equal with each other and generally are not redeemable by EPO while such notes bear interest at a fixed annual rate. In connection with the issuance of EPO’s Junior Subordinated Notes C, EPO entered into a Replacement Capital Covenant in favor of covered debt holders (as defined in the underlying documents) pursuant to which EPO agreed, for the benefit of such debt holders, that it would not redeem or repurchase such junior notes unless such redemption or repurchase is made using proceeds from the issuance of certain securities. EPO’s junior notes are unconditionally guaranteed on an unsecured and subordinated basis by the Partnership. Letters of Credit At December 31, 2023, EPO had $152 million of letters of credit outstanding primarily related to our commodity hedging activities. Lender Financial Covenants We were in compliance with the financial covenants of our consolidated debt agreements at December 31, 2023. Parent-Subsidiary Guarantor Relationships The Partnership acts as guarantor of the consolidated debt obligations of EPO, with the exception of the remaining debt obligations of TEPPCO. If EPO were to default on any of its guaranteed debt, the Partnership would be responsible for full and unconditional repayment of such obligations.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1C -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1I -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I + Details
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