8-KRegulation FD

ENTERPRISE PRODUCTS PARTNERS L.P. 8-K Report, Regulation FD Disclosure (Jan 27, 2011)

Filed January 27, 2011For Securities:EPDEPDU

Summary

Enterprise Products Partners L.P. (EPD) filed an 8-K on January 26, 2011, to provide clarity on accounting and reporting changes resulting from the Holdings Merger completed on November 22, 2010. The primary impact for investors is a restatement of historical financial results. For periods prior to the merger, EPD's financial statements will be presented as if Enterprise Products Partners L.P. was the accounting acquirer (previously Holdings was the parent entity). This means historical results of Holdings will become the primary historical financial statements for EPD. Furthermore, net income attributable to noncontrolling interests will be significantly higher in historical periods because it will now include limited partner interests previously owned by third parties and related parties other than Holdings. This will also impact earnings per unit calculations, which will be retroactively adjusted to reflect the merger exchange ratio and present figures on a Holdings partner basis for pre-merger periods. Investors should carefully review comparative financial statements for periods before and after the merger to understand the new presentation basis.

Key Highlights

  • 1EPD is providing updated accounting and reporting information due to the November 22, 2010 Holdings Merger.
  • 2For accounting purposes, Enterprise Products Partners L.P. (EPD) will present historical financial and operating results as if it were Enterprise GP Holdings (Holdings) prior to the merger date.
  • 3Historical financial statements for periods before November 22, 2010, will now reflect Holdings' financials, with EPD being the legal and reporting entity post-merger.
  • 4Net income attributable to noncontrolling interests will be significantly higher in historical periods due to the accounting treatment of the merger.
  • 5Earnings per unit (EPU) calculations for periods before the merger will be adjusted to reflect the 1.5 EPD common units for each Holdings unit exchange ratio.
  • 6A temporary waiver on quarterly cash distributions for 30,610,000 Enterprise common units (Designated Units) by a privately held affiliate of Enterprise Products Company will occur for a five-year period starting in 2011.
  • 7The company expects to announce its Q4 2010 and full-year 2010 financial results and host a webcast on February 17, 2011.

Frequently Asked Questions

The most significant impact for investors is the change in the presentation of historical financial results. For accounting purposes, EPD's financial statements prior to November 22, 2010, will be presented as if Enterprise Products Partners L.P. was Enterprise GP Holdings. This means the historical financial statements of Holdings will become the primary historical financial statements for EPD.

Net income attributable to noncontrolling interests for historical periods will be significantly higher because it will now include the interests of third-party and related party EPD limited partners that were not previously held by Holdings. Consequently, earnings per unit calculations for periods before the merger will be retroactively adjusted to reflect the merger's exchange ratio (1.5 EPD units per Holdings unit) and the net income attributable to Holdings' partners.

A privately held affiliate of Enterprise Products Company has agreed to temporarily waive quarterly cash distributions on an initial amount of 30,610,000 Enterprise common units (referred to as 'Designated Units'). This waiver will last for a five-year period, with the number of units subject to the waiver decreasing each year from 2011 to 2015.

Enterprise Products Partners L.P. expects to issue a press release announcing its financial and operating results for the three months and year ended December 31, 2010, and will host a webcast conference call to discuss those results on February 17, 2011.