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 11, 2009
ENTERPRISE
GP HOLDINGS L.P.
(Exact
name of registrant as specified in its charter)
|
Delaware
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1-32610
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13-4297064
|
|
(State
or Other Jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
Incorporation
or Organization)
|
Identification
No.)
|
|
1100
Louisiana, 10th Floor
Houston,
Texas 77002
(Address
of Principal Executive Offices, including 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:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02. Results of Operations and Financial Condition.
On May
11, 2009, Enterprise GP Holdings L.P. issued a press release regarding its
consolidated and parent-only financial results for the three months ended March
31, 2009. A copy of the earnings press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by
reference into this Item 2.02.
Significant
Relationships
Enterprise GP Holdings L.P. is a
publicly traded Delaware limited partnership, the limited partnership interests
(the “Units”) of which are listed on the New York Stock Exchange (“NYSE”) under
the ticker symbol “EPE.” The business of Enterprise GP Holdings L.P.
is the ownership of general and limited partner interests of publicly traded
partnerships engaged in the midstream energy industry and related
businesses. Unless the context requires otherwise, references to
“we,” “us,” “our” or the “Partnership” are intended to mean the business and
operations of Enterprise GP Holdings L.P. and its consolidated
subsidiaries.
References to “Parent Company” mean
Enterprise GP Holdings L.P., individually as the parent company, and not on a
consolidated basis. The Parent Company is owned 99.99% by its limited
partners and 0.01% by its general partner, EPE Holdings, LLC (“EPE
Holdings”). EPE Holdings is a wholly owned subsidiary of Dan Duncan,
LLC, the membership interests of which are owned by Dan L. Duncan.
References to “Enterprise Products
Partners” mean Enterprise Products Partners L.P., the common units of which are
listed on the NYSE under the ticker symbol “EPD” and its consolidated
subsidiaries. Enterprise Products Partners has no business activities
outside those conducted by its operating subsidiary, Enterprise Products
Operating LLC (“EPO”). References to “EPGP” refer to Enterprise
Products GP, LLC, which is the general partner of Enterprise Products
Partners. The Parent Company owns EPGP.
References to “Duncan Energy Partners”
mean Duncan Energy Partners L.P., which is a consolidated subsidiary of
EPO. Duncan Energy Partners is a publicly traded Delaware limited
partnership, the common units of which are listed on the NYSE under the ticker
symbol “DEP.”
References to “TEPPCO” mean TEPPCO
Partners, L.P., the common units of which are listed on the NYSE under the
ticker symbol “TPP.” References to “TEPPCO GP” refer to Texas Eastern
Products Pipeline Company, LLC, which is the general partner of
TEPPCO. The Parent Company owns TEPPCO GP.
References to “Energy Transfer Equity”
mean the business and operations of Energy Transfer Equity, L.P. and its
consolidated subsidiaries, which includes Energy Transfer Partners, L.P.
(“ETP”). Energy Transfer Equity is a publicly traded Delaware limited
partnership, the common units of which are listed on the NYSE under the ticker
symbol “ETE.” The general partner of Energy Transfer Equity is LE GP, LLC (“LE
GP”). The Parent Company has non-controlling interests in both Energy
Transfer Equity and LE GP that it accounts for using the equity method of
accounting.
References to “EPCO” mean EPCO, Inc.
and its private company affiliates, which are related parties to all of the
foregoing named entities. Mr. Duncan is the Group Co-Chairman and
controlling shareholder of EPCO.
The
Parent Company, Enterprise Products Partners, EPGP, TEPPCO, TEPPCO GP and EPCO
are affiliates under common control of Mr. Duncan. We do not control Energy
Transfer Equity or LE GP.
Basis
of Financial Statement Presentation
General Purpose Consolidated and
Parent Company-Only Information
In accordance with rules and
regulations of the U.S. Securities and Exchange Commission (“SEC”) and various
other accounting standard-setting organizations, our general
purpose financial statements reflect the consolidation of the financial
information of businesses that we control through the ownership of general
partner interests (e.g., Enterprise Products Partners and
TEPPCO). Our general purpose consolidated financial statements
present those investments in which we do not have a controlling interest as
unconsolidated affiliates (e.g., Energy Transfer Equity and LE
GP). To the extent that Enterprise Products Partners and TEPPCO
reflect investments in unconsolidated affiliates in their respective
consolidated financial statements, such investments will also be reflected as
such in our general purpose consolidated financial statements unless
subsequently consolidated by us due to common
1
control
considerations (e.g., Jonah Gas Gathering Company and Texas Offshore Port
System). As presented in our consolidated financial statements,
noncontrolling interest reflects third-party and related party ownership of our
consolidated subsidiaries, which include the third-party and related party
unitholders of Enterprise Products Partners, TEPPCO and Duncan Energy
Partners.
In order
for the unitholders of Enterprise GP Holdings L.P. and others to more fully
understand the Parent Company’s business activities and financial statements on
a standalone basis, our press release includes information devoted exclusively
to the Parent Company apart from that of our consolidated
Partnership. A key difference between the non-consolidated Parent
Company financial information and those of our consolidated Partnership is that
the Parent Company views each of its investments (e.g., Enterprise Products
Partners, TEPPCO and Energy Transfer Equity) as unconsolidated affiliates and
records its share of the net income of each investee as equity
earnings. In accordance with U.S. generally accepted accounting
principles (“GAAP”), we eliminate such equity earnings in the preparation of our
consolidated Partnership financial statements.
Presentation
of Investments
Enterprise
Products Partners and EPGP. The Parent Company owns common
units of Enterprise Products Partners and 100% of the membership interests of
EPGP, which is entitled to 2% of the cash distributions paid by Enterprise
Products Partners as well as the associated incentive distribution rights
(“IDRs”) of Enterprise Products Partners. At March 31, 2009 and 2008,
the Parent Company owned 13,670,925 and 13,454,498 common units, respectively,
of Enterprise Products Partners.
TEPPCO
and TEPPCO GP. The Parent Company owns 4,400,000 common units
of TEPPCO and 100% of the membership interests of TEPPCO GP, which is entitled
to 2% of the cash distributions of TEPPCO as well as the IDRs of
TEPPCO.
Energy
Transfer Equity and LE GP. The Parent Company owns 38,976,090
common units of Energy Transfer Equity. In addition, at March 31,
2009 and 2008, the Parent Company owned approximately 40.6% and 34.9%
respectively, of the membership interests of LE GP.
Use
of Non-GAAP Financial Measures
The press release and accompanying
schedules include the non-generally accepted accounting principle (“non-GAAP”)
financial measure of distributable cash flow. Exhibit C provides a
reconciliation of this non-GAAP financial measure to its most directly
comparable financial measure calculated in accordance with GAAP, net cash flow
provided by operating activities. Distributable cash flow should not
be considered an alternative to GAAP financial measures such as net income, net
cash flow provided by operating activities or any other GAAP measure of
liquidity or financial performance. We define distributable cash flow
as follows:
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§
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Cash
distributions expected to be received from the Parent Company’s
investments in limited and general partner interests (including related
IDRs, if any, held by these general partners); less the sum
of,
|
|
§
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Parent
Company, EPGP and TEPPCO GP cash expenses (all on a standalone basis) for
the period.
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Distributable
cash flow is a significant liquidity metric used by senior management to compare
net cash flow generated by the Parent Company’s investments to the cash
distributions the Parent Company is expected to pay its
partners. Using this metric, senior management can quickly compute
the coverage ratio of estimated cash flow to planned cash
distributions.
Distributable cash flow is an important
non-GAAP financial measure for the Parent Company’s unitholders since it
indicates to investors whether or not the Parent Company’s investments are
generating cash flow at a level that can sustain or support an increase in
quarterly cash distribution levels. Financial metrics such as
distributable cash flow are quantitative standards used by the investment
community because the value of a partnership unit is in part measured by its
yield, which is based on the amount of cash distributions a partnership pays to
a unitholder.
Presentation
of Noncontrolling Interests in Consolidated Financial Statements
Effective January 1, 2009, we adopted
the provisions of Statement of Financial Accounting Standards (“SFAS”) 160,
Noncontrolling Interests in Consolidated Financial Statements. SFAS
160 established accounting and
2
reporting
standards for noncontrolling interests, which were previously identified as
minority interest in our financial statements. This new standard
requires, among other things, that (i) noncontrolling interests be presented as
a component of partners’ equity on our consolidated balance sheet (i.e.,
elimination of the “mezzanine” presentation previously used for minority
interest); and (ii) elimination of minority interest amounts as a deduction in
deriving net income or loss and, as a result, that net income or loss be
allocated between our unitholders and general partner on one hand and
noncontrolling interests on the other. Earnings per unit
amounts are not affected by these changes. The consolidated financial
statements accompanying the press release reflect our adoption of SFAS 160 and
the required presentation of noncontrolling interests.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
|
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99.1
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Enterprise
GP Holdings L.P. press release dated May 11,
2009.
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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.
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ENTERPRISE
GP HOLDINGS L.P.
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||||||
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By:
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EPE
Holdings, LLC,
as
general partner
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|||||
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Date:
May 11, 2009
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By:
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/s/
Michael J.
Knesek
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||||
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Name:
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Michael
J. Knesek
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|||||
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Title:
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Senior
Vice President, Controller and Principal
Accounting
Officer of the general
partner
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|||||
3
Exhibit
Index
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Exhibit No.
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Description
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99.1
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Enterprise
GP Holdings L.P. press release dated May 11,
2009.
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4
Exhibit
99.1
Enterprise
GP Holdings L.P.
P.O. Box
4323
Houston,
TX 77210
(713)
381-6812
Enterprise
GP Holdings Reports First Quarter 2009 Results;
Record
Net Income and Distributable Cash Flow
Houston,
Texas (Monday, May 11, 2009) – Enterprise GP Holdings L.P. (NYSE: EPE) today
announced its consolidated and parent-only financial results for the three
months ended March 31, 2009. Enterprise GP Holdings, the Parent
Company, reported a 33 percent increase in distributable cash flow to a record
$73.9 million for the first quarter of 2009 compared to $55.7 million for the
first quarter of 2008. Distributable cash flow for the first quarter
of 2009 provided 1.1 times coverage of the $0.485 per unit distribution declared
with respect to the first quarter of 2009, which is scheduled to be paid today
to unitholders of record as of the close of business on April 30, 2009, which
includes the 16 million Class C units that converted to common units on February
1, 2009. This per unit distribution rate represents a 14.1 percent
increase from the $0.425 per unit paid in May 2008 with respect to the first
quarter of 2008. Distributable cash flow is a non-generally accepted
accounting principle (“non-GAAP”) financial measure that is defined and
reconciled later in this press release to its most directly comparable U.S.
generally accepted accounting principle (“GAAP”) measure, which is net cash flow
provided by operating activities.
Enterprise
GP Holdings will receive $88.3 million of total cash distributions from its
investments with respect to the first quarter of 2009. This
represents a 16 percent increase from the $76.2 million of cash distributions
that the Parent Company received with respect to the first quarter of
2008. This increase in cash distributions is primarily due to higher
cash distribution rates from Enterprise Products Partners, TEPPCO and Energy
Transfer Equity, and additional units issued by Enterprise Products Partners,
TEPPCO and Energy Transfer Partners.
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(dollars in millions)
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1st Qtr
2009
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1st Qtr
2008
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Change
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|||||||||
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Enterprise
Products Partners & EPGP
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$ | 48.9 | $ | 42.3 | 15.6 | % | ||||||
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TEPPCO
Partners & TEPPCO GP
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18.7 | 16.7 | 12.0 | % | ||||||||
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Energy
Transfer Equity & LE GP
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20.7 | 17.2 | 20.3 | % | ||||||||
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Total
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$ | 88.3 | $ | 76.2 | 15.9 | % | ||||||
Consolidated
net income attributable to Enterprise GP Holdings for the first quarter of 2009
increased 35 percent to a record $62.9 million, or $0.47 per unit on a fully
diluted basis, compared to $46.6 million, or $0.38 per unit on a fully diluted
basis, for the first quarter of 2008. The increase in consolidated
net income for the first quarter was primarily due to increased operating income
from our investments in Enterprise Products Partners, TEPPCO, and Energy
Transfer Equity.
“In the
first quarter of 2009, Enterprise GP Holdings reported record distributable cash
flow for the fourth consecutive quarter as the underlying MLPs in which we are
invested continue to post solid results,” said Dr. Ralph S. Cunningham,
president and chief executive officer of Enterprise GP Holdings. “We
continue to benefit from our diversified base of cash flows from these
partnerships as they consistently generate solid results. The
incentive distribution rights associated with our general partner interests
should enhance our prospects for long-term cash distribution growth, allowing us
to continue our track record of increasing quarterly cash distributions to our
partners, as we have done every quarter since our initial public offering in
August 2005,” continued Cunningham.
Basis of
Presentation of Financial Information
Our
Investment in Enterprise Products Partners business segment reflects the
consolidated operations of Enterprise Products Partners and its general
partner. Our Investment in TEPPCO business segment reflects the
consolidated operations of TEPPCO and its general partner. We control
Enterprise Products Partners and TEPPCO through our ownership of their
respective general partners. Our Investment in Energy Transfer Equity
business segment reflects our noncontrolling interests in Energy Transfer Equity
and its general partner accounted for under the equity method of
accounting. We evaluate segment performance based on operating
income.
In
accordance with rules and regulations of the U.S. Securities and Exchange
Commission (“SEC”) and various other accounting standard-setting organizations,
our general purpose financial statements reflect the consolidation of the
financial statements of businesses that we control through the ownership of
general partner interests (e.g., Enterprise Products Partners and
TEPPCO). Our general purpose consolidated financial statements
present those investments in which we do not have a controlling interest as
unconsolidated affiliates (e.g., Energy Transfer Equity and its general
partner). To the extent that Enterprise Products Partners and TEPPCO
reflect investments in unconsolidated affiliates in their respective
consolidated financial statements, such investments will also be reflected as
such in our general purpose financial statements unless subsequently
consolidated by us due to common control considerations (e.g., Jonah Gas
Gathering Company and Texas Offshore Port System). Unless noted
otherwise, our discussions and analysis in this press release are presented from
the perspective of our consolidated businesses and operations.
Effective
January 1, 2009, we adopted the provisions of Statement of Financial Accounting
Standards (“SFAS”) 160, Noncontrolling Interests in Consolidated Financial
Statements. SFAS 160 established accounting and reporting standards
for noncontrolling interests, which were previously identified as minority
interest in our financial statements. This new standard requires,
among other things, that (i) noncontrolling interests be presented as a
component of partners’ equity on our consolidated balance sheet (i.e.,
elimination of the “mezzanine” presentation previously used for minority
interest); and (ii) elimination of minority interest amounts as a deduction in
deriving net income or loss and, as a result, that net income or loss be
allocated between our unitholders and general partner on one hand and
noncontrolling interests on the other. Earnings per unit
amounts are not affected by these changes.
The
consolidated financial statements included in this press release reflect the
changes required by SFAS 160. As a result, net income reported for
the first quarter of 2008 in these financial statements is higher than that
disclosed previously; however, the allocation of such net income results in our
unitholders, general partner and noncontrolling interests (i.e., the former
minority interest) receiving the same amounts as they did
previously. Noncontrolling interest presented in our financial
statements reflects third-party and related party ownership of our consolidated
subsidiaries, which include the third-party and related party unitholders of
Enterprise Products Partners, TEPPCO and Duncan Energy Partners.
In order
for the unitholders of Enterprise GP Holdings and others to more fully
understand the Parent Company’s business and financial statements on a
standalone basis, our press release includes information devoted exclusively to
the Parent Company apart from that of our consolidated Partnership. A
key difference between the non-consolidated Parent Company financial information
and those of our consolidated Partnership is that the Parent Company views each
of its investments (i.e., Enterprise Products Partners, TEPPCO and Energy
Transfer Equity) as unconsolidated affiliates and records its share of the net
income of each as equity earnings. In accordance with GAAP, we
eliminate such equity earnings in the preparation of our consolidated
Partnership financial statements.
Use of Non-GAAP Financial
Measures
The press release and accompanying
schedules include the non-GAAP financial measure of distributable cash
flow. Exhibit C provides a reconciliation of this non-GAAP financial
measure to its most directly comparable financial measure calculated in
accordance with GAAP. Distributable cash flow should not be
considered an alternative to GAAP financial measures such as net income, net
cash flow provided by operating activities or any other GAAP measure of
liquidity or financial performance. We define distributable cash flow
as follows:
|
§
|
Cash
distributions expected to be received from the Parent Company’s
investments in limited and general partner interests (including related
incentive distribution rights, if any, held by these general partners);
less the sum of,
|
|
§
|
Parent
Company general and administrative costs on a standalone
basis;
|
|
§
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Parent
Company interest expense on a standalone basis, before non-cash
amortization; and
|
|
§
|
the
general and administrative costs, on a standalone basis, of the general
partners of Enterprise Products Partners and
TEPPCO.
|
Distributable
cash flow is a significant liquidity metric used by senior management to compare
net cash flow generated by the Parent Company’s investments to the cash
distributions the Parent Company is expected to pay its
partners. Using this metric, senior management can quickly compute
the coverage ratio of estimated cash flow to planned cash
distributions.
Distributable cash flow is an important
non-GAAP financial measure for the Parent Company’s unitholders since it
indicates to investors whether or not the Parent Company’s investments are
generating cash flow at a level that can sustain or support an increase in
quarterly cash distribution levels. Financial metrics such as
distributable cash flow are quantitative standards used by the investment
community 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).
Company Information and
Forward-Looking Statements
Enterprise
GP Holdings L.P. is one of the largest publicly traded GP partnerships and it
owns the general partner and certain limited partner interests in Enterprise
Products Partners L.P. and TEPPCO Partners, L.P., as well as certain
noncontrolling general partner and limited partner interests in Energy Transfer
Equity, L.P. For more information on Enterprise GP Holdings L.P.,
visit its website at www.enterprisegp.com.
This
press release contains various forward-looking statements and information that
are based on Enterprise GP Holdings’ beliefs and those of its general partner,
as well as assumptions made by and information currently available to Enterprise
GP Holdings. When used in this press release, words such as
“anticipate,” “project,” “expect,” “plan,” “goal,” “forecast,” “intend,”
“could,” “believe,” “may,” and similar expressions and statements regarding the
plans and objectives of Enterprise GP Holdings, Enterprise Products Partners,
TEPPCO, Energy Transfer Equity or Energy Transfer Partners (the “Related
Companies”) for future operations, are intended to identify forward-looking
statements. Although Enterprise GP Holdings and its general partner
believe that such expectations reflected in such forward-looking statements are
reasonable, neither Enterprise GP Holdings nor its general partner can give
assurances that such expectations will prove to be correct. Such statements 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, Enterprise GP Holdings’ actual results may vary
materially from those it anticipated, estimated, projected or
expected. Among the key risk factors that may have a direct bearing
on the Related Companies’ and, in turn, Enterprise GP Holdings’ results of
operations and financial condition are:
|
§
|
fluctuations
in oil, natural gas and natural gas liquid prices and production due to
weather and other natural and economic
forces;
|
|
§
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the
effects of the Related Companies’ debt level on its future financial and
operating flexibility;
|
|
§
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a
reduction in demand for the Related Companies’ products by the
petrochemical, refining, heating or other
industries;
|
|
§
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a
decline in the volumes delivered by the Related Companies’
facilities;
|
|
§
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the
failure of any of the Related Companies’ credit risk management efforts to
adequately protect it against customer
non-payment;
|
|
§
|
terrorist
attacks aimed at the Related Companies’ facilities;
and
|
|
§
|
the
failure to successfully integrate the Related Companies’ operations with
companies, if any, that they may acquire in the
future.
|
Enterprise
GP Holdings has no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
Contacts:
Randy Burkhalter, Investor Relations (713) 381-6812 or (866)
230-0745
Rick
Rainey, Media Relations (713) 381-3635
###
Exhibit
A
Enterprise
GP Holdings L.P. – Parent Company
Selected
Financial Data– UNAUDITED
For
the Three Months Ended March 31, 2009 and 2008
(Amounts
in millions)
The following table presents
distributable cash flow, summarized income statement data and selected balance
sheet information for the Parent Company with respect to the periods shown and
at the dates indicated.
|
Three
Months Ended March 31,
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||||||||
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2009
|
2008
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|||||||
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Cash distributions from
investees: (1)
|
||||||||
|
Enterprise
Products Partners and EPGP:
|
||||||||
|
From
common units of Enterprise Products Partners
|
$ | 7.3 | $ | 6.9 | ||||
|
From
2% general partner interest and related IDRs
|
41.6 | 35.4 | ||||||
|
TEPPCO
and TEPPCO GP:
|
||||||||
|
From
common units of TEPPCO
|
3.2 | 3.1 | ||||||
|
From
2% general partner interest and related IDRs
|
15.5 | 13.6 | ||||||
|
Energy
Transfer Equity and LE GP:
|
||||||||
|
From
common units of Energy Transfer Equity
|
20.5 | 17.1 | ||||||
|
From member
interest in LE GP
|
0.2 | 0.1 | ||||||
|
Total
cash distributions from investees
|
88.3 | 76.2 | ||||||
|
Cash
expenses, primarily Parent Company
|
(14.4 | ) | (20.5 | ) | ||||
|
Distributable
cash flow
|
$ | 73.9 | $ | 55.7 | ||||
|
Distributions
by Parent Company
|
$ | 67.5 | $ | 52.4 | ||||
|
Parent
Company summarized income statement data:
|
||||||||
|
Equity
in earnings of investees (2)
|
$ | 78.1 | $ | 66.7 | ||||
|
General
and administrative costs
|
2.0 | 2.2 | ||||||
|
Operating income
|
76.1 | 64.5 | ||||||
|
Interest
expense, net
|
(13.2 | ) | (17.9 | ) | ||||
|
Net
income attributable to Enterprise GP Holdings L.P.
|
$ | 62.9 | $ | 46.6 | ||||
|
Parent Company
debt principal outstanding at end of period
|
$ | 1,070.3 | $ | 1,088.0 | ||||
|
(1)
Represents
cash distributions received or, in the case of Energy Transfer Equity for
the most recent quarter, declared and scheduled to be received with
respect to such quarter. With respect to cash distributions from
investees for the first quarter of 2009, we received the distributions
shown for Enterprise Products Partners and its general partner on May 8,
2009, and we received the cash distributions from TEPPCO and its general
partner on May 7, 2009. The declared distribution from Energy
Transfer Equity and its general partner is scheduled to be paid on May 19,
2009.
(2)
Represents
the Parent Company’s share of net income of Enterprise Products Partners,
TEPPCO, Energy Transfer Equity and their respective general
partners.
|
||||||||
Exhibit
B
Enterprise
GP Holdings L.P.
Condensed
Statements of Consolidated Operations – UNAUDITED
For
the Three Months Ended March 31, 2009 and 2008
(Amounts
in millions, except per unit amounts)
Since the Parent Company owns the
general partner of (and therefore controls) Enterprise Products Partners and
TEPPCO, our consolidated financial statements include the financial results of
Enterprise Products Partners and TEPPCO. The net
income of Enterprise Products Partners and TEPPCO allocated to limited partner
interests not owned by the Parent Company is allocated to noncontrolling
interests. On a consolidated basis, we have three reportable business
segments: Investment in Enterprise Products Partners, Investment in
TEPPCO and Investment in Energy Transfer Equity. The following table
summarizes our financial information by business segment for the periods
presented:
|
Three
Months Ended March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Revenues:
|
||||||||
|
Investment
in Enterprise Products Partners
|
$ | 3,423.1 | $ | 5,684.5 | ||||
|
Investment
in TEPPCO
|
1,517.0 | 2,866.7 | ||||||
|
Eliminations
|
(53.1 | ) | (44.9 | ) | ||||
|
Total
revenues
|
4,887.0 | 8,506.3 | ||||||
|
Costs
and expenses:
|
||||||||
|
Investment
in Enterprise Products Partners
|
3,064.3 | 5,332.4 | ||||||
|
Investment
in TEPPCO
|
1,399.5 | 2,753.8 | ||||||
|
Other,
non-segment including Parent Company
|
(50.2 | ) | (39.7 | ) | ||||
|
Total costs and expenses
|
4,413.6 | 8,046.5 | ||||||
|
Equity
in earnings of unconsolidated affiliates:
|
||||||||
|
Investment
in Enterprise Products Partners (1)
|
7.2 | 8.9 | ||||||
|
Investment
in TEPPCO (1)
|
0.2 | (1.1 | ) | |||||
|
Investment
in Energy Transfer Equity (2)
|
17.5 | 12.0 | ||||||
|
Total
equity in earnings of unconsolidated affiliates
|
24.9 | 19.8 | ||||||
|
Operating
income:
|
||||||||
|
Investment
in Enterprise Products Partners
|
366.0 | 361.0 | ||||||
|
Investment
in TEPPCO
|
117.7 | 111.8 | ||||||
|
Investment
in Energy Transfer Equity
|
17.5 | 12.0 | ||||||
|
Other,
non-segment including Parent Company
|
(2.9 | ) | (5.2 | ) | ||||
|
Total
operating income
|
498.3 | 479.6 | ||||||
|
Interest
expense
|
(165.7 | ) | (148.5 | ) | ||||
|
Provision
for income taxes
|
(16.0 | ) | (4.5 | ) | ||||
|
Other
income, net
|
1.2 | 1.5 | ||||||
|
Net
income
|
317.8 | 328.1 | ||||||
|
Net
income attributable to noncontrolling interest (3)
|
(254.9 | ) | (281.5 | ) | ||||
|
Net
income attributable to Enterprise GP Holdings L.P.
|
$ | 62.9 | $ | 46.6 | ||||
|
Allocation
of net income to:
|
||||||||
|
Limited
partners
|
$ | 62.9 | $ | 46.6 | ||||
|
General
partner
|
$ | * | $ | * | ||||
|
Earnings
per Unit, basic and fully diluted:
|
||||||||
|
Earnings
per Unit
|
$ | 0.47 | $ | 0.38 | ||||
|
Average
LP Units outstanding
|
133.7 | 123.2 | ||||||
|
(1)
Represents
equity earnings from unconsolidated affiliates as recorded by Enterprise
Products Partners and TEPPCO.
(2)
Represents
the Parent Company’s share of the net income of Energy Transfer Equity and
its general partner.
(3)
Represents
earnings of Enterprise Products Partners and TEPPCO allocated to their
respective limited partner interests not owned by the Parent
Company.
* Amount is negligible.
|
||||||||
Exhibit
C
Enterprise
GP Holdings L.P. – Parent Company
Non-GAAP
Reconciliations – UNAUDITED
For
the Three Months Ended March 31, 2009 and 2008
(Amounts
in millions)
The following table presents a
reconciliation of the Parent Company’s non-GAAP distributable cash flow amounts
to GAAP net cash flow provided by operating activities.
|
Three
Months Ended March 31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Distributable
Cash Flow (Exhibit A)
|
$ | 73.9 | $ | 55.7 | ||||
|
Adjustments
to derive net cash flow provided by
|
||||||||
|
operating
activities (add or subtract as indicated
|
||||||||
|
by
sign of number):
|
||||||||
|
Distributions
to be received from investees
|
||||||||
|
with
respect to period indicated (Exhibit A) (1)
|
(88.3 | ) | (76.2 | ) | ||||
|
Distributions
received from investees
|
||||||||
|
during
period
|
86.0 | 76.0 | ||||||
|
Net
effect of changes in operating accounts
|
(1.7 | ) | (4.4 | ) | ||||
|
Net
cash flow provided by operating activities
|
$ | 69.9 | $ | 51.1 | ||||
|
(1)
Represents
cash distributions collected subsequent to the end of each reporting
period.
|
||||||||