UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): May 31, 2006

 

 

ENTERPRISE PRODUCTS PARTNERS L.P.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware 1-14323 76-0568219
(State or Other Jurisdiction of
Incorporation or Organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)


  1100 Louisiana, Houston, Texas 77002
  (Address of Principal Executive Offices) (Zip Code)  

(713) 381-6500
(Registrant’s Telephone Number, including Area Code)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 




 

Item 7.01. Regulation FD Disclosure.

 

In accordance with General Instruction B.2 of Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

 

On May 31, 2006, Dr. Ralph S. Cunningham and Michael A. Creel gave a presentation to investors and analysts regarding the growth strategies, capital spending program and recent financial performance of Enterprise Products Partners L.P. Dr. Cunningham is Group Executive Vice President and Chief Operating Officer of Enterprise Products GP, LLC, the general partner of Enterprise Products Partners L.P. Mr. Creel is an Executive Vice President and the Chief Financial Officer of Enterprise Products GP, LLC. Enterprise Products Partners L.P. is a North American midstream energy company that provides a wide range of services to producers and consumers of natural gas, natural gas liquids (“NGLs”), and crude oil. In addition, Enterprise Products Partners L.P. is an industry leader in the development of pipeline and other midstream assets in the continental United States and Gulf of Mexico.

 

A copy of the presentation is filed as Exhibit 99.1 to this Current Report on Form 8-K. In addition, interested parties will be able to view the presentation by visiting Enterprise Products Partners L.P.’s website, www.epplp.com. The presentation will be archived on its website for 90 days.

 

Unless the context requires otherwise, references to “we,” “our,” “EPD,” or the “Company” within the presentation or this Current Report on Form 8-K shall mean Enterprise Products Partners L.P. and its consolidated subsidiaries. References to “EPE” refer to Enterprise GP Holdings L.P., which is the sole member of Enterprise Products GP, LLC. EPE and its general partner and the Company and its general partner are under common control of Dan L. Duncan, the Chairman and controlling shareholder of EPCO, Inc. (“EPCO”). Mr. Duncan is the primary sponsor of the Company’s activities.

 


USE OF INDUSTRY TERMS AND OTHER ABBREVIATIONS IN PRESENTATION

 

As used within the Investor Presentation, the following industry terms and other abbreviations have the following meanings:

 

 

Bcf

Billion cubic feet

 

 

Bcf/d

Billion cubic feet per day

 

 

CAGR

Compound Annual Growth Rate

 

 

DCF

Distributable Cash Flow

 

 

EBITDA

Earnings before interest, taxes, depreciation and amortization

 

 

GOM

Gulf of Mexico

 

 

GP

General partner

 

 

IDR

Incentive distribution rights

 

 

LP

Limited partner

 

 

MAPL

Mid-America Pipeline System, an NGL pipeline system wholly-owned by

 

the Company

 

 

MBPD

Thousand barrels per day

 

 

MLP

Master Limited Partnership

 

 

MMBbls

Million barrels

 

 

MMcf/d

Million cubic feet per day

 

 

MTBV

Mont Belvieu, Texas

 

 

NGL

Natural gas liquid

 

 

NYSE

New York Stock Exchange

 

 

Tcf

Trillion cubic feet

 



2


 

USE OF NON-GAAP FINANCIAL MEASURES

 

Our presentation includes references to the non-generally accepted accounting principle (“non-GAAP”) financial measures of gross operating margin, distributable cash flow, EBITDA and Leverage Ratio Cash Flow. To the extent appropriate, this Current Report on Form 8-K provides reconciliations of these non-GAAP financial measures to their most directly comparable historical financial measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our non-GAAP financial measures should not be considered as alternatives to GAAP measures such as net income, operating income, cash flow from operating activities or any other GAAP measure of liquidity or financial performance.

 

Gross Operating Margin

 

Quarterly and annual gross operating margin amounts (Slides 6, 22 and 27). We evaluate segment performance based on the non-GAAP financial measure of gross operating margin. Gross operating margin (either in total or by individual segment) is an important performance measure of the core profitability of our operations. This measure forms the basis of our internal financial reporting and is used by senior management in deciding how to allocate capital resources among business segments. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating segment results. The GAAP measure most directly comparable to total segment gross operating margin is operating income.

 

We define total segment gross operating margin as operating income before: (i) depreciation, amortization and accretion expense; (ii) operating lease expenses for which we do not have the payment obligation; (iii) gains and losses on the sale of assets; and (iv) general and administrative expenses. Gross operating margin is exclusive of other income and expense transactions, provision for income taxes, minority interest, cumulative effect of changes in accounting principles and extraordinary charges. Gross operating margin by segment is calculated by subtracting segment operating costs and expenses (net of the adjustments noted above) from segment revenues, with both segment totals before the elimination of intercompany transactions. In accordance with GAAP, intercompany accounts and transactions are eliminated in consolidation. Our non-GAAP financial measure of total segment gross operating margin should not be considered as an alternative to GAAP operating income.

 

We include earnings from equity method unconsolidated affiliates in our measurement of segment gross operating margin. Our joint ventures with industry partners are a vital component of our business strategy. They are a means by which we conduct our operations to align our interests with those of our customers, which may be a supplier of raw materials to the joint venture or a consumer of products made by the joint venture. This method of operation enables us to achieve favorable economies of scale relative to the level of investment and business risk we assume versus what we could accomplish on a stand-alone basis. Many of these businesses perform supporting or complementary roles to our other business operations. As circumstances dictate, we may increase our ownership interests in such investments, which could result in their subsequent consolidation into our operations.

 

Reconciliations of our non-GAAP quarterly and annual gross operating margin amounts (as shown in our presentation) to their respective GAAP operating income amounts are presented as Schedule A to this Current Report on Form 8-K.

 

Gross operating margin potential of major growth projects (Slide 10). Our presentation includes forecasts of annual gross operating margin amounts from groups of selected growth capital projects (as defined in the presentation). When used in the context of capital projects, gross operating margin amounts provide us with an indication of the profitability of a project. We believe that investors benefit from having access to the same financial measures that our management uses in evaluating projects.

 

For those assets that we consolidate, we define project gross operating margin as project operating income before depreciation and amortization expense and any allocation of indirect costs and expenses. Project gross operating margin is exclusive of other income and expense transactions, provision for income taxes, minority interest, cumulative effect of changes in accounting principles and extraordinary charges. Project gross operating margin is calculated by subtracting direct project operating costs and expenses (net of the adjustments noted above) from project revenues, with both project totals before the elimination of intercompany transactions. For those assets

3


 

in which we own an equity interest through a joint venture arrangement, we define project gross operating margin as our share of the earnings from such investment.

 

Since project gross operating margin is usually specific to a single asset, it should not be considered as an alternative to consolidated GAAP operating income, which includes all of our operations. In addition, since we do not prepare GAAP financial forecasts at the project level, we are not able to provide reconciliations between project-specific gross operating margin amounts and consolidated operating income, which includes all aspects of our operations.

 

Distributable Cash Flow

 

Quarterly and annual distributable cash flow (Slides 6 and 27). We define distributable cash flow as net income or loss plus: (i) depreciation, amortization and accretion expense; (ii) operating lease expenses for which we do not have the payment obligation; (iii) cash distributions received from unconsolidated affiliates less equity in the earnings of such unconsolidated affiliates; (iv) the subtraction of sustaining capital expenditures; (v) the addition of losses or subtraction of gains relating to the sale of assets; (vi) cash proceeds from the sale of assets or return of investment from unconsolidated affiliates; (vii) gains or losses on monetization of financial instruments recorded in accumulated other comprehensive income less related amortization of such amount to earnings; (viii) transition support payments received from El Paso related to the GTM merger and (ix) the addition of losses or subtraction of gains relating to other miscellaneous non-cash amounts affecting net income for the period. Sustaining capital expenditures are capital expenditures (as defined by GAAP) resulting from improvements to and major renewals of existing assets. Distributable cash flow is a significant liquidity metric used by our senior management to compare basic cash flows generated by us to the cash distributions we expect to pay our partners. Using this metric, our management can compute the coverage ratio of estimated cash flows to planned cash distributions.

 

Distributable cash flow is also an important non-GAAP financial measure for our limited partners since it serves as an indicator of our success in providing a cash return on investment. Specifically, this financial measure indicates to investors whether or not we are generating cash flows at a level that can sustain or support an increase in our quarterly cash distribution rate. Distributable cash flow is also a quantitative standard used by the investment community with respect to publicly traded partnerships such as ours because the value of a partnership unit is in part measured by its yield (which in turn is based on the amount of cash distributions a partnership pays to a unitholder). The GAAP measure most directly comparable to distributable cash flow is cash flow from operating activities.

 

Reconciliations of our non-GAAP quarterly and annual distributable cash flow amounts (as shown in the presentation) to their respective GAAP cash flow from operating activities amounts are presented as Schedule B to this Current Report on Form 8-K.

 

EBITDA

 

Quarterly and annual EBITDA amounts (Slides 22 and 27). We define EBITDA as net income or loss plus interest expense, provision for income taxes and depreciation and amortization expense. EBITDA is commonly used as a supplemental financial measure by management and external users of our financial statements, such as investors, commercial banks, research analysts and rating agencies, to assess: (i) the financial performance of our assets without regard to financing methods, capital structures or historical cost basis; (ii) the ability of our assets to generate cash sufficient to pay interest cost and support our indebtedness; (iii) our operating performance and return on capital as compared to those of other companies in the midstream energy industry, without regard to financing and capital structure; and (iv) the viability of projects and the overall rates of return on alternative investment opportunities. Because EBITDA excludes some, but not all, items that affect net income or loss and because these measures may vary among other companies, the EBITDA data presented in the our presentation may not be comparable to similarly titled measures of other companies. The GAAP measure most directly comparable to EBITDA is cash flow from operating activities.

 

Reconciliations of our non-GAAP quarterly and annual EBITDA amounts (as shown in the presentation) to their respective GAAP cash flow from operating activities amounts are presented as Schedule C to this Current Report on Form 8-K.



4


 

Leverage Ratio Cash Flow

 

Leverage Ratio (Slide 28). The presentation includes references to our Leverage Ratio, which is a financial measure calculated by Enterprise Products Operating L.P. (our “Operating Partnership”) in accordance with the provisions of its multi-year revolving credit facility. Schedule D presents our Operating Partnership’s calculation of historical Leverage Ratio amounts at March 31, 2006 and December 31, 2005 along with a reconciliation of historical Leverage Ratio Cash Flow (a non-GAAP financial measure used to determine the Leverage Ratio) to its closest GAAP counterpart, which is cash flow from operating activities.

 


USE OF CAPITAL PROJECT FINANCIAL FORECAST DATA

 

Slide 10 of our presentation includes forecasts of annual gross operating margin amounts from groups of selected growth capital projects. Such forecasts are based upon key assumptions that we and our general partner, Enterprise Products GP, LLC, believe are reasonable; however, neither we nor our general partner can give you any assurance that such expectations will prove to be correct. You should not put undue reliance on any such forward-looking statements. Our forecasts of annual gross operating margins from such projects are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected.

 

The key assumptions underlying our forecasts of gross operating margin from such projects are: (i) throughput and processing volumes from producers and other customers will materialize in the amounts and during the periods we estimate; (ii) construction and operation of the underlying assets will not be significantly hampered by weather delays or other natural and economic forces; (iii) costs to construct and operate the underlying assets will be within expected ranges of tolerance; and (iv) project revenues will be realized on a timely basis.

 

We do not intend and have no obligation to publicly update or revise any forward-looking statement such as our forecast of annual gross operating margins from such projects, whether as a result of new information, future events or otherwise.

 


Item 9.01. Financial Statements and Exhibits.

 

(a) Financial Statements of Businesses Acquired.

 

 

Not applicable.

 

(b) Pro Forma Financial Information.

 

 

Not applicable.

 

(c) Exhibits.

 

Exhibit Number

Exhibit

99.1

Enterprise Products Partners L.P. investor presentation, May 31, 2006.

 

 



5


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ENTERPRISE PRODUCTS PARTNERS L.P.

 

 

By:

Enterprise Products GP, LLC, as general partner

 

 

 

Date: May 31, 2006

By: ___/s/ Michael J. Knesek_______________

 

Michael J. Knesek

 

 

Senior Vice President, Controller

 

 

and Principal Accounting Officer

 

 

of Enterprise Products GP, LLC

 

 

 







6


 

Enterprise Products Partners L.P.

Schedule A

Gross Operating Margin by Segment (Dollars in 000s)

 

 

 

 

 

 

 

 

 

 

For the Twelve Months

 

 

 

 

 

 

Ended December 31,

 

 

 

 

 

 

2005

2004

 

 

 

 

Gross operating margin by segment:

 

 

 

 

 

 

 

NGL Pipelines & Services

$579,706

$374,196

 

 

 

 

 

Onshore Natural Gas Pipelines & Services

353,076

90,977

 

 

 

 

 

Offshore Pipelines & Services

77,505

36,478

 

 

 

 

 

Petrochemical Services

126,060

121,515

 

 

 

 

Other, non-segment

 

32,025

 

 

 

 

Total segment gross operating margin

1,136,347

655,191

 

 

 

 

Adjustments to reconcile Non-GAAP “Gross Operating Margin”

 

 

 

 

 

 

to GAAP “Operating Income”

 

 

 

 

 

 

 

Deduct depreciation and amortization in operating costs and expenses

(413,441)

(193,734)

 

 

 

 

 

Deduct operating lease expense paid by EPCO

(2,112)

(7,705)

 

 

 

 

 

Deduct/Add gains (losses) on sales of assets

4,488

15,901

 

 

 

 

 

Deduct general and administrative expenses

(62,266)

(46,659)

 

 

 

 

Operating Income

$663,016

$422,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Fiscal Quarter

 

 

4Q 04

1Q 05

2Q 05

3Q 05

4Q 05

1Q 06

Gross operating margin by segment:

 

 

 

 

 

 

 

NGL Pipelines & Services

$142,466

$153,304

$120,328

$153,760

$152,314

$170,950

 

Onshore Natural Gas Pipelines & Services

72,049

79,358

84,903

93,513

95,302

96,803

 

Offshore Pipelines & Services

33,901

23,224

22,034

16,922

15,325

17,252

 

Petrochemical Services

30,784

19,328

18,610

47,621

40,501

27,518

Total segment gross operating margin

279,200

275,214

245,875

311,816

303,442

312,523

Adjustments to reconcile Non-GAAP “Gross Operating Margin”

 

 

 

 

 

 

to GAAP “Operating Income”

 

 

 

 

 

 

 

Deduct depreciation and amortization in operating costs and expenses

(99,060)

(99,965)

(101,048)

(103,028)

(109,400)

(104,816)

 

Deduct operating lease expense paid by EPCO

(885)

(528)

(528)

(528)

(528)

(528)

 

Deduct/Add gains (losses) on sales of assets

16,059

5,436

(83)

(611)

(254)

61

 

Deduct general and administrative expenses

(20,030)

(14,693)

(18,710)

(13,252)

(15,611)

(13,740)

Operating Income

$175,284

$165,464

$125,506

$194,397

$177,649

$193,500



7


 

Enterprise Products Partners L.P.

Schedule B

Distributable Cash Flow (Dollars in 000s, Unaudited)

 

 

 

 

 

For the Twelve Months

 

 

 

 

Ended December 31,

 

 

 

 

2005

2004

Reconciliation of Non-GAAP "Distributable Cash Flow" to GAAP "Net

 

 

 

Income" and GAAP "Cash provided by (used in) operating activities" ($ in 000s)

 

 

Net income

 

$ 419,508

$ 268,261

 

Adjustments to derive Distributable Cash Flow:

 

 

 

(add or subtract as indicated by sign of number):

 

 

 

 

Add/Deduct amortization in interest expense

152

3,503

 

 

Add depreciation, amortization and accretion in costs and expenses

420,625

195,384

 

 

Add operating lease expense paid by EPCO

2,112

7,705

 

 

Add deferred income tax expense

8,594

9,608

 

 

Add monetization of forward-starting interest rate swaps

 

19,405

 

 

Deduct amortization of net gain from forward-starting interest rate swaps

(3,602)

(857)

 

 

Add provision for non-cash asset impairment charge

 

4,114

 

 

Add/Deduct cumulative effect of change in accounting principle,

 

 

 

 

excluding minority interest portion

4,208

(8,443)

 

 

Add/Deduct equity in loss (income) of unconsolidated affiliates

(14,548)

(52,787)

 

 

Add distributions received from unconsolidated affiliates

56,058

68,027

 

 

Add/Deduct loss (gain) on sale of assets

(4,488)

(15,901)

 

 

Add proceeds from sale of assets

44,746

6,882

 

 

Deduct sustaining capital expenditures

(92,158)

(37,315)

 

 

Add/Deduct changes in fair market value of financial instruments

122

5

 

 

Add return of investment from Cameron Highway Oil Pipeline System

 

 

 

 

related to refinancing of its project debt

47,500

 

 

 

Add GulfTerra distributable cash flow for third quarter of 2004

 

68,402

 

 

Add El Paso transition support payments

17,250

4,500

Distributable Cash Flow

906,079

540,493

 

Adjustments to Distributable Cash Flow to derive Cash Provided by (used in)

 

 

 

Operating Activities (add or subtract as indicated by sign of number):

 

 

 

 

Deduct minority interest portion of cumulative effect of change in

 

 

 

 

accounting principle

 

(2,338)

 

 

Deduct monetization of forward-starting interest rate swaps

 

(19,405)

 

 

Add amortization of net gain from forward-starting interest rate swaps

3,602

857

 

 

Deduct proceeds from sale of assets

(44,746)

(6,882)

 

 

Add sustaining capital expenditures

92,158

37,315

 

 

Deduct return of investment from Cameron Highway Oil Pipeline System

 

 

 

 

related to refinancing of its project debt

(47,500)

 

 

 

Deduct GulfTerra distributable cash flow for third quarter of 2004

 

(68,402)

 

 

Deduct El Paso transition support payments

(17,250)

(4,500)

 

 

Add minority interest in total

5,760

8,128

 

 

Add/Deduct net effect of changes in operating accounts

(266,395)

(93,725)

Cash provided by (used in) operating activities

$ 631,708

$ 391,541



8


 

Enterprise Products Partners L.P.

Schedule B (continued)

Distributable Cash Flow (Dollars in 000s, Unaudited)

 

 

 

 

 

For the Quarterly Period

 

 

 

 

4Q 04

1Q 05

2Q 05

3Q 05

4Q 05

1Q 06

Reconciliation of Non-GAAP “Distributable Cash Flow” to GAAP “Net

 

 

 

 

 

 

 

Income” and GAAP “Cash provided by (used in) operating activities” ($ in 000s)

 

 

 

 

 

Net income

 

$115,354

$109,256

$ 70,659

$131,169

$108,424

$133,777

 

Adjustments to derive Distributable Cash Flow:

 

 

 

 

 

 

 

(add or subtract as indicated by sign of number):

 

 

 

 

 

 

 

 

Add/Deduct amortization in interest expense

635

(477)

107

254

268

250

 

 

Add depreciation, amortization and accretion in costs and expenses

100,408

101,887

102,616

104,562

111,560

106,317

 

 

Add operating lease expense paid by EPCO

885

528

528

528

528

528

 

 

Add deferred income tax expense

3,315

1,802

2,073

1,952

2,767

1,487

 

 

Add monetization of forward-starting interest rate swaps

 

 

 

 

 

 

 

 

Deduct amortization of net gain from forward-starting interest rate swaps

(857)

(886)

(896)

(905)

(915)

(925)

 

 

Add provision for non-cash asset impairment charge

98

 

 

 

 

 

 

 

Add/Deduct cumulative effect of change in accounting principle,

 

 

 

 

 

 

 

 

excluding minority interest portion

 

 

 

 

4,208

(1,475)

 

 

Add/Deduct equity in loss (income) of unconsolidated affiliates

(10,563)

(8,279)

(2,581)

(3,703)

15

(4,029)

 

 

Add distributions received from unconsolidated affiliates

13,447

21,838

17,070

8,480

8,670

8,253

 

 

Add/Deduct loss (gain) on sale of assets

(16,059)

(5,436)

83

611

254

(61)

 

 

Add proceeds from sale of assets

6,772

42,158

109

953

1,526

75

 

 

Deduct sustaining capital expenditures

(21,314)

(15,550)

(21,293)

(25,935)

(29,380)

(30,010)

 

 

Add/Deduct changes in fair market value of financial instruments

(77)

102

9

11

 

(53)

 

 

Add return of investment from Cameron Highway Oil Pipeline System

 

 

 

 

 

 

 

related to refinancing of its project debt

 

 

47,500

 

 

 

 

 

Add GulfTerra distributable cash flow for third quarter of 2004

 

 

 

 

 

 

 

 

Add El Paso transition support payments

4,500

4,500

4,500

4,500

3,750

3,750

Distributable Cash Flow

196,544

251,443

220,484

222,477

211,675

217,884

 

Adjustments to Distributable Cash Flow to derive Cash Provided by (used in)

 

 

 

 

 

 

Operating Activities (add or subtract as indicated by sign of number):

 

 

 

 

 

 

 

 

Deduct minority interest portion of cumulative effect of change in

 

 

 

 

 

 

 

 

accounting principle

 

 

 

 

 

 

 

 

Deduct monetization of forward-starting interest rate swaps

 

 

 

 

 

 

 

 

Add amortization of net gain from forward-starting interest rate swaps

857

886

896

905

915

925

 

 

Deduct proceeds from sale of assets

(6,772)

(42,158)

(109)

(953)

(1,526)

(75)

 

 

Add sustaining capital expenditures

21,314

15,550

21,293

25,935

29,380

30,010

 

 

Deduct return of investment from Cameron Highway Oil Pipeline System

 

 

 

 

 

 

 

related to refinancing of its project debt

 

 

(47,500)

 

 

 

 

 

Deduct GulfTerra distributable cash flow for third quarter of 2004

 

 

 

 

 

 

 

 

Deduct El Paso transition support payments

(4,500)

(4,500)

(4,500)

(4,500)

(3,750)

(3,750)

 

 

Add minority interest in total

1,281

1,945

380

861

2,574

2,198

 

 

Add/Deduct net effect of changes in operating accounts

146,801

(58,920)

(237,353)

(17,929)

47,807

247,084

Cash provided by (used in) operating activities

$355,525

$164,246

$(46,409)

$226,796

$287,075

$494,276



9


 

Enterprise Products Partners L.P.

 

 

Schedule C

EBITDA (Dollars in 000s, Unaudited)

 

 

 

 

 

 

 

For the Three Months

 

For the Twelve Months

 

 

 

 

Ended March 31,

 

Ended December 31,

 

 

 

 

2006

 

2005

 

2005

 

2004

Reconciliation of Non-GAAP "EBITDA" to GAAP "Net Income" and

 

 

 

 

 

 

 

 

GAAP "Cash provided by operating activities" ($ in 000s)

 

 

 

 

 

 

 

Net income

 

$ 133,777

 

$ 109,256

 

$ 419,508

 

$ 268,261

 

Additions to net income to derive EBITDA:

 

 

 

 

 

 

 

 

 

Add interest expense (including related amortization)

58,077

 

53,413

 

230,549

 

155,740

 

 

Add provision for income taxes

2,892

 

1,769

 

8,362

 

3,761

 

 

Add depreciation, amortization and accretion in costs and expenses

106,317

 

101,887

 

420,625

 

195,384

EBITDA

 

301,063

 

266,325

 

1,079,044

 

623,146

 

Adjustments to EBITDA to derive cash provided by operating activities

 

 

 

 

 

 

 

 

(add or subtract as indicated by sign of number):

 

 

 

 

 

 

 

 

 

Deduct interest expense

(58,077)

 

(53,413)

 

(230,549)

 

(155,740)

 

 

Deduct provision for income taxes

(2,892)

 

(1,769)

 

(8,362)

 

(3,761)

 

 

Add/Deduct cumulative effect of changes in accounting principles

(1,475)

 

 

 

4,208

 

(10,781)

 

 

Deduct equity in income of unconsolidated affiliates

(4,029)

 

(8,279)

 

(14,548)

 

(52,787)

 

 

Add/Deduct amortization in interest expense

250

 

(477)

 

152

 

3,503

 

 

Add deferred income tax expense

1,487

 

1,802

 

8,594

 

9,608

 

 

Add provision for non-cash asset impairment charge

 

 

 

 

 

 

4,114

 

 

Add distributions received from unconsolidated affiliates

8,253

 

21,838

 

56,058

 

68,027

 

 

Add operating lease expense paid by EPCO

528

 

528

 

2,112

 

7,705

 

 

Add other expenses paid by EPCO

 

 

 

 

 

 

 

 

 

Add minority interest

2,198

 

1,945

 

5,760

 

8,128

 

 

Deduct gain on sale of assets

(61)

 

(5,436)

 

(4,488)

 

(15,901)

 

 

Add/Deduct changes in fair market value of financial instruments

(53)

 

102

 

122

 

5

 

 

Add/Deduct net effect of changes in operating accounts

247,084

 

(58,920)

 

(266,395)

 

(93,725)

Cash provided by operating activities

$ 494,276

 

$ 164,246

 

$ 631,708

 

$ 391,541



10


 

Enterprise Products Partners L.P.

 

 

Schedule D

Leverage Ratio (Dollars in 000s, Unaudited)

 

 

 

 

 

 

 

 

At March

 

 

At December

 

 

 

 

31, 2006

 

 

31, 2005

 

Net Income (1)

$       446,309

 

 

$       420,950

 

Adjustments to reconcile GAAP “Net Income” to

 

 

 

 

 

Non-GAAP “Leverage Ratio Cash Flow”

 

 

 

 

 

 

Deduct equity earnings from unconsolidated affiliates

(10,298)

 

 

(14,548)

 

 

Add cash distributions from unconsolidated affiliates

42,473

 

 

56,058

 

 

Add interest expense

235,213

 

 

230,549

 

 

Add depreciation, amortization and accretion in costs and expenses

425,054

 

 

420,625

 

 

Add operating lease expense paid by EPCO

2,112

 

 

2,112

 

 

Add provision for income taxes

9,485

 

 

8,362

 

 

Add return of investment from unconsolidated affiliate

47,500

 

 

47,500

 

 

Add pro forma adjustments for Ferrellgas assets acquired during 2005 (2)

2,525

 

 

5,050

 

Leverage Ratio Cash Flow (A) (3)

$    1,200,373

 

 

$    1,176,658

 

Consolidated Debt (principal only) (B)

$    4,456,068

 

 

$    4,866,068

 

Leverage Ratio (B/A)

3.71

x

 

4.14

x

 

 

 

 

 

 

 

 

Reconciliation of Non-GAAP “Leverage Ratio Cash Flow” to

 

 

 

 

 

GAAP “Cash Provided by Operating Activities”

 

 

 

 

 

Leverage Ratio Cash Flow

$    1,200,373

 

 

$    1,176,658

 

 

Deduct interest expense

(235,213)

 

 

(230,549)

 

 

Add amortization in interest expense

880

 

 

152

 

 

Add cumulative effect of changes in accounting principles

2,733

 

 

4,208

 

 

Add minority interest

6,248

 

 

5,989

 

 

Add/Deduct gain on sale of assets

887

 

 

(4,488)

 

 

Deduct provision for income taxes

(9,485)

 

 

(8,362)

 

 

Add deferred income tax expense

8,279

 

 

8,594

 

 

Add/Deduct changes in fair market value of financial instruments

(33)

 

 

122

 

 

Add/Deduct net effect of changes in operating accounts

27,896

 

 

(277,531)

 

 

Deduct return of investment from unconsolidated affiliate

(47,500)

 

 

(47,500)

 

 

Add pro forma adjustments for Ferrellgas assets

 

 

 

 

 

 

acquired during 2005 (2)

(2,525)

 

 

(5,050)

 

Cash Provided by Operating Activities

$       952,540

 

 

$       622,243

 

 

 

 

 

 

 

 

 

Notes:

 

 

 

 

 

 

(1) Represents net income for Enterprise Products Operating L.P., the operating partnership of Enterprise Products Partners L.P.

 

(2) Represents pro forma earnings of storage and terminal assets acquired from Ferrellgas for 1Q 2005 and 2Q 2005

 

(3) Also referred to as “Consolidated EBITDA” in our Multi-Year Revolving Credit Facility

 

 

 

 



11