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Debt Obligations | 9 Months Ended
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Sep. 30, 2024
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:
|  | September 30, 2024 |  |  | December 31, 2023 |
EPO senior debt obligations: |  |  |  |  |  |
Commercial Paper Notes, variable-rates |  | $ | – |  |  | $ | 450 |
Senior Notes JJ, 3.90% fixed-rate, due February 2024 |  |  | – |  |  |  | 850 |
Senior Notes MM, 3.75% fixed-rate, due February 2025 |  |  | 1,150 |  |  |  | 1,150 |
March 2024 $1.5 Billion 364-Day Revolving Credit Agreement, variable-rate, due March 2025 (1) |  |  | – |  |  |  | – |
Senior Notes FFF, 5.05% fixed-rate, due January 2026 |  |  | 750 |  |  |  | 750 |
Senior Notes PP, 3.70% fixed-rate, due February 2026 |  |  | 875 |  |  |  | 875 |
Senior Notes HHH, 4.60% fixed-rate, due January 2027 |  |  | 1,000 |  |  |  | – |
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 |  |  |  | 1,000 |
Senior Notes D, 6.875% fixed-rate, due March 2033 |  |  | 500 |  |  |  | 500 |
Senior Notes III, 4.85% fixed-rate, due January 2034 |  |  | 1,000 |  |  |  | – |
Senior Notes H, 6.65% fixed-rate, due October 2034 |  |  | 350 |  |  |  | 350 |
Senior Notes JJJ 4.95% fixed-rate, due February 2035 |  |  | 1,100 |  |  |  | – |
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 KKK, 5.55% fixed-rate, due February 2055 |  |  | 1,400 |  |  |  | – |
Senior Notes CCC, 3.95% fixed-rate, due January 2060 |  |  | 1,000 |  |  |  | 1,000 |
Total principal amount of senior debt obligations |  |  | 29,925 |  |  |  | 26,725 |
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 |  |  | 32,221 |  |  |  | 29,021 |
Other, non-principal amounts |  |  | (316 | ) |  |  | (273 | )
Less current maturities of debt |  |  | (1,149 | ) |  |  | (1,300 | )
Total long-term debt |  | $ | 30,756 |  |  | $ | 27,448 |
(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 and in accordance with the Adjustable Interest Rate (LIBOR) Act, 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.
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 nine months ended September 30, 2024:
| Range of Interest Rates Paid | Weighted-Average Interest Rate Paid
Commercial Paper Notes | 5.45% to 5.50% | 5.46%
EPO Junior Subordinated Notes C and TEPPCO Junior Subordinated Notes | 8.06% to 8.42% | 8.35%
EPO Junior Subordinated Notes D | 8.34% to 8.64% | 8.55%
Amounts borrowed under EPO’s March 2024 $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. Scheduled Maturities of Debt The following table presents the scheduled maturities of principal amounts of EPO’s consolidated debt obligations at September 30, 2024 for the next five years, and in total thereafter:
|  |  | Scheduled Maturities of Debt |
| Total |  | Remainder of 2024 |  | 2025 |  | 2026 |  | 2027 |  | 2028 |  | Thereafter |
Senior Notes |  | $ | 29,925 |  |  | $ | – |  |  | $ | 1,150 |  |  | $ | 1,625 |  |  | $ | 1,575 |  |  | $ | 1,000 |  |  | $ | 24,575 |
Junior Subordinated Notes |  |  | 2,296 |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |  |  |  | 2,296 |
Total |  | $ | 32,221 |  |  | $ | – |  |  | $ | 1,150 |  |  | $ | 1,625 |  |  | $ | 1,575 |  |  | $ | 1,000 |  |  | $ | 26,871 |
March 2024 $1.5 Billion 364-Day Revolving Credit Agreement In March 2024, EPO entered into a new 364-Day Revolving Credit Agreement (the “March 2024 $1.5 Billion 364-Day Revolving Credit Agreement”) that replaced its prior 364-day revolving credit agreement. There were no principal amounts outstanding under the prior 364-day revolving credit agreement when it was replaced by the March 2024 $1.5 Billion 364-Day Revolving Credit Agreement. As of September 30, 2024, there were no principal amounts outstanding under the March 2024 $1.5 Billion 364-Day Revolving Credit Agreement. Under the terms of the March 2024 $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 2024 $1.5 Billion 364-Day Revolving Credit Agreement matures in March 2025. 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 2026. Borrowings under the March 2024 $1.5 Billion 364-Day Revolving Credit Agreement may be used for working capital, capital expenditures, acquisitions and general company purposes. The March 2024 $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 2024 $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 2024 $1.5 Billion 364-Day Revolving Credit Agreement are not secured by any collateral; however, they are guaranteed by the Partnership. Issuance of $2.0 Billion of Senior Notes in January 2024 In January 2024, EPO issued $2.0 billion aggregate principal amount of senior notes comprised of (i) $1.0 billion principal amount of senior notes due January 2027 (“Senior Notes HHH”) and (ii) $1.0 billion principal amount of senior notes due January 2034 (“Senior Notes III”). 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 $850 million principal amount of 3.90% Senior Notes JJ at their maturity in February 2024 and amounts outstanding under our commercial paper program). Senior Notes HHH were issued at 99.897% of their principal amount and have a fixed interest rate of 4.60% per year. Senior Notes III were issued at 99.705% of their principal amount and have a fixed interest rate of 4.85% per year. The Partnership guaranteed these senior notes through an unconditional guarantee on an unsecured and unsubordinated basis. Issuance of $2.5 Billion of Senior Notes in August 2024 In August 2024, EPO issued $2.5 billion aggregate principal amount of senior notes comprised of (i) $1.1 billion principal amount of senior notes due February 2035 (“Senior Notes JJJ”) and (ii) $1.4 billion principal amount of senior notes due February 2055 (“Senior Notes KKK”). Net proceeds from this offering will be used by EPO for general company purposes, including for growth capital investments, and the repayment of debt (including the repayment of all or a portion of our $1.15 billion principal amount of 3.75% Senior Notes MM at their maturity in February 2025). Senior Notes JJJ were issued at 99.400% of their principal amount and have a fixed interest rate of 4.95% per year. Senior Notes KKK were issued at 99.663% of their principal amount and have a fixed interest rate of 5.55% per year. The Partnership guaranteed these senior notes through an unconditional guarantee on an unsecured and unsubordinated basis. Letters of Credit At September 30, 2024, EPO had $28 million of letters of credit outstanding primarily related to our insurance program. Lender Financial Covenants We were in compliance with the financial covenants of our consolidated debt agreements at September 30, 2024. 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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