+ The following table summarizes our intangible assets by business segment at the dates indicated: +
+| + | ++ June 30, 2023 + | ++ December 31, 2022 + | +||||
|---|---|---|---|---|---|---|
| + | ++ Gross Value + | ++ Accumulated Amortization + | ++ Carrying Value + | ++ Gross Value + | ++ Accumulated Amortization + | ++ Carrying Value + | +
| + NGL Pipelines & Services: + | ++ | ++ | ++ | ++ | ++ | ++ | +
| + Customer relationship intangibles + | +
+
+ $
+
+ + 449 + + |
+
+
+ $
+
+ + (257) + + |
+
+
+ $
+
+ + 192 + + |
+
+
+ $
+
+ + 449 + + |
+
+
+ $
+
+ + (249) + + |
+
+
+ $
+
+ + 200 + + |
+
| + Contract-based intangibles + | ++ 751 + | ++ (95) + | ++ 656 + | ++ 749 + | ++ (84) + | ++ 665 + | +
| + Segment total + | ++ 1,200 + | ++ (352) + | ++ 848 + | ++ 1,198 + | ++ (333) + | ++ 865 + | +
| + Crude Oil Pipelines & Services: + | ++ | ++ | ++ | ++ | ++ | ++ | +
| + Customer relationship intangibles + | ++ 2,195 + | ++ (477) + | ++ 1,718 + | ++ 2,195 + | ++ (431) + | ++ 1,764 + | +
| + Contract-based intangibles + | ++ 283 + | ++ (273) + | ++ 10 + | ++ 283 + | ++ (271) + | ++ 12 + | +
| + Segment total + | ++ 2,478 + | ++ (750) + | ++ 1,728 + | ++ 2,478 + | ++ (702) + | ++ 1,776 + | +
| + Natural Gas Pipelines & Services: + | ++ | ++ | ++ | ++ | ++ | ++ | +
| + Customer relationship intangibles + | ++ 1,350 + | ++ (607) + | ++ 743 + | ++ 1,350 + | ++ (588) + | ++ 762 + | +
| + Contract-based intangibles + | ++ 639 + | ++ (201) + | ++ 438 + | ++ 639 + | ++ (195) + | ++ 444 + | +
| + Segment total + | ++ 1,989 + | ++ (808) + | ++ 1,181 + | ++ 1,989 + | ++ (783) + | ++ 1,206 + | +
| + Petrochemical & Refined Products Services: + | ++ | ++ | ++ | ++ | ++ | ++ | +
| + Customer relationship intangibles + | ++ 181 + | ++ (83) + | ++ 98 + | ++ 181 + | ++ (80) + | ++ 101 + | +
| + Contract-based intangibles + | ++ 45 + | ++ (29) + | ++ 16 + | ++ 45 + | ++ (28) + | ++ 17 + | +
| + Segment total + | ++ 226 + | ++ (112) + | ++ 114 + | ++ 226 + | ++ (108) + | ++ 118 + | +
| + Total intangible assets + | +
+
+ $
+
+ + 5,893 + + |
+
+
+ $
+
+ + (2,022) + + |
+
+
+ $
+
+ + 3,871 + + |
+
+
+ $
+
+ + 5,891 + + |
+
+
+ $
+
+ + (1,926) + + |
+
+
+ $
+
+ + 3,965 + + |
+
+ The following table presents the amortization expense of our intangible assets by business segment for the periods indicated: +
+| + | ++ For the Three Months Ended June 30, + | ++ For the Six Months Ended June 30, + | +||
|---|---|---|---|---|
| + | ++ 2023 + | ++ 2022 + | ++ 2023 + | ++ 2022 + | +
| + NGL Pipelines & Services + | +
+
+ $
+
+ + 10 + + |
+
+
+ $
+
+ + 9 + + |
+
+
+ $
+
+ + 19 + + |
+
+
+ $
+
+ + 17 + + |
+
| + Crude Oil Pipelines & Services + | ++ 25 + | ++ 21 + | ++ 48 + | ++ 41 + | +
| + Natural Gas Pipelines & Services + | ++ 13 + | ++ 14 + | ++ 25 + | ++ 25 + | +
| + Petrochemical & Refined Products Services + | ++ 2 + | ++ 1 + | ++ 4 + | ++ 3 + | +
| + Total + | +
+
+ $
+
+ + 50 + + |
+
+
+ $
+
+ + 45 + + |
+
+
+ $
+
+ + 96 + + |
+
+
+ $
+
+ + 86 + + |
+
+ The following table presents our forecast of amortization expense associated with existing intangible assets for the periods indicated: +
+| + | ++ Remainder of 2023 + | ++ 2024 + | ++ 2025 + | ++ 2026 + | ++ 2027 + | +
|---|---|---|---|---|---|
| + + $ + + | ++ 107 + | ++ 222 + | ++ 230 + | ++ 237 + | ++ 235 + | +
+ Goodwill represents the excess of the purchase price of an acquired business over the amounts assigned to assets acquired and liabilities assumed in the transaction. There has been no change in our goodwill amounts since those reported in our 2022 Form 10-K. +
+ + 13 + + ++ The following table presents our consolidated debt obligations (arranged by company and maturity date) at the dates indicated: +
+| + | ++ June 30, 2023 + | ++ December 31, 2022 + | +
|---|---|---|
| + EPO senior debt obligations: + | ++ | ++ | +
| + Commercial Paper Notes, variable-rates + | +
+
+ $
+
+ + 355 + + |
+
+
+ $
+
+ + 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, 7.95% 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, 4.09% 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 2051 + | ++ 1,250 + | ++ 1,250 + | +
| + Senior Notes BB, 3.70% fixed-rate, due January 2051 + | ++ 1,000 + | ++ 1,000 + | +
| + Senior Notes DDD, 3.30% fixed-rate, due February 2052 + | ++ 1,000 + | ++ 1,000 + | +
| + Senior Notes EEE, 3.00% 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 + | ++ 26,630 + | ++ 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 + | ++ 28,926 + | ++ 28,566 + | +
| + Other, non-principal amounts + | ++ | ++ | +
| + Less current maturities of debt + | ++ (279) + | ++ (271) + | +
| + Total long-term debt + | ++ (1,204) + | ++ (1,744) + | +
| + | +
+
+ $
+
+ + 27,443 + + |
+
+
+ $
+
+ + 26,551 + + |
+
+ 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. +
+ + 14 + + ++ The following table presents the range of interest rates and weighted-average interest rates paid on our consolidated variable-rate debt during the six months ended June 30, 2023: +
+| + Range of Interest Rates Paid + | ++ Weighted-Average Interest Rate Paid + | +|
|---|---|---|
| + Commercial Paper Notes + | ++ 4.59% to 5.34% + | ++ 5.17% + | +
| + EPO Junior Subordinated Notes C and TEPPCO Junior Subordinated Notes + | ++ 7.54% to 8.27% + | ++ 7.76% + | +
| + EPO Junior Subordinated Notes D + | ++ 7.63% to 8.30% + | ++ 7.91% + | +
+ 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) the Secured Overnight Financing Rate (“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 (“SOFR Rate”) 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 D 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 SOFR rate 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. +
++ The following table presents the scheduled maturities of principal amounts of EPO’s consolidated debt obligations at June 30, 2023 for the next five years, and in total thereafter: +
+| + Scheduled Maturities of Debt + | +|||||||
|---|---|---|---|---|---|---|---|
| + Total + | ++ Remainder of 2023 + | ++ 2024 + | ++ 2025 + | ++ 2026 + | ++ 2027 + | ++ Thereafter + | +|
| + Commercial Paper Notes + | ++ $ 355 + | ++ $ 355 + | ++ $ — + | ++ $ — + | ++ $ — + | ++ $ — + | ++ $ — + | +
| + Senior Notes + | ++ $ 26,275 + | ++ $ — + | ++ $ 850 + | ++ $ 1,150 + | ++ $ 1,625 + | ++ $ 575 + | ++ $ 22,075 + | +
| + Junior Subordinated Notes + | ++ $ 2,296 + | ++ $ — + | ++ $ — + | ++ $ — + | ++ $ — + | ++ $ — + | ++ $ 2,296 + | +
| + Total + | ++ $ 28,926 + | ++ $ 355 + | ++ $ 850 + | ++ $ 1,150 + | ++ $ 1,625 + | ++ $ 575 + | ++ $ 24,371 + | +
+ In March 2023, EPO entered into a new 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 June 30, 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. +
++ 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 June 30, 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. +
++ 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). +
++ Senior Notes FFF were issued at 99.893% of their principal amount and have a fixed-rate interest rate of 5.05% per year. Senior Notes GGG were issued at 99.803% of their principal amount and have a fixed-rate interest rate of 5.35% per year. The Partnership guaranteed these senior notes through an unconditional guarantee on an unsecured and unsubordinated basis. +
++ At June 30, 2023, EPO had $110 million of letters of credit outstanding primarily related to our commodity hedging activities. +
++ We were in compliance with the financial covenants of our consolidated debt agreements at June 30, 2023. +
++ 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. +
++ The following table summarizes changes in the number of our common units outstanding since December 31, 2022: +
+| + Common units outstanding at December 31, 2022 + | ++ | +
|---|---|
| + Common unit repurchases under 2019 Buyback Program + | ++ (682,589) + | +
| + Common units issued in connection with the vesting of phantom unit awards, net + | ++ 4,364,301 + | +
| + Other + | ++ 20,892 + | +
| + Common units outstanding at March 31, 2023 + | ++ 2,174,508,951 + | +
| + Common unit repurchases under 2019 Buyback Program + | ++ (2,910,121) + | +
| + Common units issued in connection with the vesting of phantom unit awards, net + | ++ 153,502 + | +
| + Common units outstanding at June 30, 2023 + | ++ 2,171,752,332 + | +
+ We have a universal shelf registration statement on file with the SEC which allows the Partnership and EPO (each on a standalone basis) to issue an unlimited amount of equity and debt securities, respectively. +
++ In addition, the Partnership has a registration statement on file with the SEC covering the issuance of up to $2.5 billion of its common units in amounts, at prices and on terms based on market conditions and other factors at the time of such offerings (referred to as the Partnership’s at-the-market (“ATM”) program). The Partnership did not issue any common units under its ATM program during the six months ended June 30, 2023. The Partnership’s capacity to issue additional common units under the ATM program remains at $2.5 billion as of June 30, 2023. +
++ We may issue additional equity and debt securities to assist us in meeting our future liquidity requirements, including those related to capital investments. +
+ ++ Table of Contents +
+ + 68 Prince Street Palmdale, CA 93550 + + + www.google.com + + + More text + +The following table summarizes our intangible assets by business segment at the dates indicated:
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|---|---|---|---|---|---|---|
| Gross Value | Accumulated Amortization | Carrying Value | Gross Value | Accumulated Amortization | Carrying Value | |
| NGL Pipelines & Services: | ||||||
| Customer relationship intangibles | $ 449 | $ (257) | $ 192 | $ 449 | $ (249) | $ 200 |
| Contract-based intangibles | 751 | (95) | 656 | 749 | (84) | 665 |
| Segment total | 1,200 | (352) | 848 | 1,198 | (333) | 865 |
| Crude Oil Pipelines & Services: | ||||||
| Customer relationship intangibles | 2,195 | (477) | 1,718 | 2,195 | (431) | 1,764 |
| Contract-based intangibles | 283 | (273) | 10 | 283 | (271) | 12 |
| Segment total | 2,478 | (750) | 1,728 | 2,478 | (702) | 1,776 |
| Natural Gas Pipelines & Services: | ||||||
| Customer relationship intangibles | 1,350 | (607) | 743 | 1,350 | (588) | 762 |
| Contract-based intangibles | 639 | (201) | 438 | 639 | (195) | 444 |
| Segment total | 1,989 | (808) | 1,181 | 1,989 | (783) | 1,206 |
| Petrochemical & Refined Products Services: | ||||||
| Customer relationship intangibles | 181 | (83) | 98 | 181 | (80) | 101 |
| Contract-based intangibles | 45 | (29) | 16 | 45 | (28) | 17 |
| Segment total | 226 | (112) | 114 | 226 | (108) | 118 |
| Total intangible assets | $ 5,893 | $ (2,022) | $ 3,871 | $ 5,891 | $ (1,926) | $ 3,965 |
The following table presents the amortization expense of our intangible assets by business segment for the periods indicated:
" + }, + "text": "The following table presents the amortization expense of our intangible assets by business segment for the periods indicated:", + "type": "NarrativeText" + }, + { + "element_id": "d3dbbac8b8834b109421da2cbeda1399", + "metadata": { + "category_depth": 1, + "page_number": 1, + "parent_id": "630907012e0442ab8f9bf97a8d1fa8a0", + "text_as_html": "| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| NGL Pipelines & Services | $ 10 | $ 9 | $ 19 | $ 17 |
| Crude Oil Pipelines & Services | 25 | 21 | 48 | 41 |
| Natural Gas Pipelines & Services | 13 | 14 | 25 | 25 |
| Petrochemical & Refined Products Services | 2 | 1 | 4 | 3 |
| Total | $ 50 | $ 45 | $ 96 | $ 86 |
The following table presents our forecast of amortization expense associated with existing intangible assets for the periods indicated:
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|---|---|---|---|---|---|
| $ | 107 | 222 | 230 | 237 | 235 |
Goodwill represents the excess of the purchase price of an acquired business over the amounts assigned to assets acquired and liabilities assumed in the transaction. There has been no change in our goodwill amounts since those reported in our 2022 Form 10-K.
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" + }, + "text": "The following table presents our consolidated debt obligations (arranged by company and maturity date) at the dates indicated:", + "type": "NarrativeText" + }, + { + "element_id": "1561691cad504c5abeaa74a649196bb7", + "metadata": { + "category_depth": 1, + "page_number": 2, + "parent_id": "2e27e54da8604c05a23d5c417dbb287b", + "text_as_html": "| June 30, 2023 | December 31, 2022 | |
|---|---|---|
| EPO senior debt obligations: | ||
| Commercial Paper Notes, variable-rates | $ 355 | $ 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, 7.95% 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, 4.09% 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 2051 | 1,250 | 1,250 |
| Senior Notes BB, 3.70% fixed-rate, due January 2051 | 1,000 | 1,000 |
| Senior Notes DDD, 3.30% fixed-rate, due February 2052 | 1,000 | 1,000 |
| Senior Notes EEE, 3.00% 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 | 26,630 | 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 | 28,926 | 28,566 |
| Other, non-principal amounts | ||
| Less current maturities of debt | (279) | (271) |
| Total long-term debt | (1,204) | (1,744) |
| $ 27,443 | $ 26,551 |
See discussion below in \u201cVariable Interest Rates\u201d regarding the LIBOR replacement and LIBOR replacement rate.
References to \u201cTEPPCO\u201d mean TEPPCO Partners, L.P. prior to its merger with one of our wholly owned subsidiaries in October 2009.
" + }, + "text": "References to \u201cTEPPCO\u201d mean TEPPCO Partners, L.P. prior to its merger with one of our wholly owned subsidiaries in October 2009.", + "type": "NarrativeText" + }, + { + "element_id": "35ca4586f47d404ba05f827d844deb22", + "metadata": { + "category_depth": 1, + "page_number": 3, + "parent_id": "fd4de4f04649412bbbec8eb5ccde2e1e", + "text_as_html": "14 " + }, + "text": "14", + "type": "PageNumber" + }, + { + "element_id": "17a785cf0b1e42489d358a0b2447c0a5", + "metadata": { + "category_depth": 1, + "page_number": 3, + "parent_id": "fd4de4f04649412bbbec8eb5ccde2e1e", + "text_as_html": "" + }, + "text": "", + "type": "UncategorizedText" + }, + { + "element_id": "d00e64093a614d7b984dea19abb55998", + "metadata": { + "category_depth": 2, + "page_number": 3, + "parent_id": "17a785cf0b1e42489d358a0b2447c0a5", + "text_as_html": "https://www.sec.gov/Archives/edgar/data/1061219/000106121923000017/form10q.htm " + }, + "text": "https://www.sec.gov/Archives/edgar/data/1061219/000106121923000017/form10q.htm", + "type": "UncategorizedText" + }, + { + "element_id": "5f18ba0a1ec44ad4908df51b11feb3b9", + "metadata": { + "category_depth": 2, + "page_number": 3, + "parent_id": "17a785cf0b1e42489d358a0b2447c0a5", + "text_as_html": "20/93 " + }, + "text": "20/93", + "type": "UncategorizedText" + }, + { + "element_id": "eb71967a1212460cb86e848464df7348", + "metadata": { + "category_depth": 0, + "page_number": 4, + "parent_id": "a77ae2bba17845d6bcce44f6aebadfb5", + "text_as_html": "" + }, + "text": "", + "type": "UncategorizedText" + }, + { + "element_id": "4936d17720d04f6d814d60f19031bf30", + "metadata": { + "category_depth": 1, + "page_number": 4, + "parent_id": "eb71967a1212460cb86e848464df7348", + "text_as_html": "The following table presents the range of interest rates and weighted-average interest rates paid on our consolidated variable-rate debt during the six months ended June 30, 2023:
" + }, + "text": "The following table presents the range of interest rates and weighted-average interest rates paid on our consolidated variable-rate debt during the six months ended June 30, 2023:", + "type": "NarrativeText" + }, + { + "element_id": "d684ba85acd446eb86b80a9b9dd47ee4", + "metadata": { + "category_depth": 1, + "page_number": 4, + "parent_id": "eb71967a1212460cb86e848464df7348", + "text_as_html": "| Range of Interest Rates Paid | Weighted-Average Interest Rate Paid | |
|---|---|---|
| Commercial Paper Notes | 4.59% to 5.34% | 5.17% |
| EPO Junior Subordinated Notes C and TEPPCO Junior Subordinated Notes | 7.54% to 8.27% | 7.76% |
| EPO Junior Subordinated Notes D | 7.63% to 8.30% | 7.91% |
Amounts borrowed under EPO\u2019s 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\u2019s election, equal to: (i) the Secured Overnight Financing Rate (\u201cSOFR\u201d), 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\u2019s 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 \u201cfrozen LIBOR\u201d 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 \u201cLIBOR Rate\u201d) through June 30, 2023, replaced the applicable LIBOR Rate with a variable rate based on the three-month CME Term SOFR (\u201cSOFR Rate\u201d) 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 D 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 SOFR rate 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.
" + }, + "text": "Amounts borrowed under EPO\u2019s 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\u2019s election, equal to: (i) the Secured Overnight Financing Rate (\u201cSOFR\u201d), 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\u2019s 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 \u201cfrozen LIBOR\u201d 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 \u201cLIBOR Rate\u201d) through June 30, 2023, replaced the applicable LIBOR Rate with a variable rate based on the three-month CME Term SOFR (\u201cSOFR Rate\u201d) 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 D 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 SOFR rate 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.", + "type": "NarrativeText" + }, + { + "element_id": "f89261ee4ba3454ebb3ffded6905e59f", + "metadata": { + "category_depth": 1, + "page_number": 4, + "parent_id": "eb71967a1212460cb86e848464df7348", + "text_as_html": "The following table presents the scheduled maturities of principal amounts of EPO\u2019s consolidated debt obligations at June 30, 2023 for the next five years, and in total thereafter:
" + }, + "text": "The following table presents the scheduled maturities of principal amounts of EPO\u2019s consolidated debt obligations at June 30, 2023 for the next five years, and in total thereafter:", + "type": "NarrativeText" + }, + { + "element_id": "b5c1f40eb58a48f090583fc8b8057574", + "metadata": { + "category_depth": 1, + "page_number": 4, + "parent_id": "eb71967a1212460cb86e848464df7348", + "text_as_html": "| Scheduled Maturities of Debt | |||||||
|---|---|---|---|---|---|---|---|
| Total | Remainder of 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | |
| Commercial Paper Notes | $ 355 | $ 355 | $ \u2014 | $ \u2014 | $ \u2014 | $ \u2014 | $ \u2014 |
| Senior Notes | $ 26,275 | $ \u2014 | $ 850 | $ 1,150 | $ 1,625 | $ 575 | $ 22,075 |
| Junior Subordinated Notes | $ 2,296 | $ \u2014 | $ \u2014 | $ \u2014 | $ \u2014 | $ \u2014 | $ 2,296 |
| Total | $ 28,926 | $ 355 | $ 850 | $ 1,150 | $ 1,625 | $ 575 | $ 24,371 |
In March 2023, EPO entered into a new 364-Day Revolving Credit Agreement (the \u201cMarch 2023 $1.5 Billion 364-Day Revolving Credit Agreement\u201d) 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 June 30, 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\u2019s 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\u2019s 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\u2019s 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.
" + }, + "text": "In March 2023, EPO entered into a new 364-Day Revolving Credit Agreement (the \u201cMarch 2023 $1.5 Billion 364-Day Revolving Credit Agreement\u201d) 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 June 30, 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\u2019s 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\u2019s 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\u2019s 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.", + "type": "NarrativeText" + }, + { + "element_id": "ceaccac5d835484da1b4ae655d615737", + "metadata": { + "category_depth": 1, + "page_number": 5, + "parent_id": "c87c976496724b618db33dd6f54e25a4", + "text_as_html": "" + }, + "text": "", + "type": "UncategorizedText" + }, + { + "element_id": "14982083aad04d4b8748af238873b84b", + "metadata": { + "category_depth": 2, + "page_number": 5, + "parent_id": "ceaccac5d835484da1b4ae655d615737", + "text_as_html": "In March 2023, EPO entered into a new revolving credit agreement that matures in March 2028 (the \u201cMarch 2023 $2.7 Billion Multi-Year Revolving Credit Agreement\u201d). The March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement replaced EPO\u2019s 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 June 30, 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\u2019s 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\u2019s 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\u2019s 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\u2019s 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.
" + }, + "text": "In March 2023, EPO entered into a new revolving credit agreement that matures in March 2028 (the \u201cMarch 2023 $2.7 Billion Multi-Year Revolving Credit Agreement\u201d). The March 2023 $2.7 Billion Multi-Year Revolving Credit Agreement replaced EPO\u2019s 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 June 30, 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\u2019s 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\u2019s 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\u2019s 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\u2019s 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.", + "type": "NarrativeText" + }, + { + "element_id": "eaee74cb6a274f17ad4da68fabda1f84", + "metadata": { + "category_depth": 1, + "page_number": 5, + "parent_id": "c87c976496724b618db33dd6f54e25a4", + "text_as_html": "" + }, + "text": "", + "type": "UncategorizedText" + }, + { + "element_id": "42250d2fd87944daa50aa1fb79b880ed", + "metadata": { + "category_depth": 2, + "page_number": 5, + "parent_id": "eaee74cb6a274f17ad4da68fabda1f84", + "text_as_html": "16 " + }, + "text": "16", + "type": "UncategorizedText" + }, + { + "element_id": "24428fed9eb94c2ea64520afad0097c4", + "metadata": { + "category_depth": 2, + "page_number": 5, + "parent_id": "eaee74cb6a274f17ad4da68fabda1f84", + "text_as_html": "https://www.sec.gov/Archives/edgar/data/1061219/000106121923000017/form10q.htm " + }, + "text": "https://www.sec.gov/Archives/edgar/data/1061219/000106121923000017/form10q.htm", + "type": "UncategorizedText" + }, + { + "element_id": "45edf6da59c84d498a308817970fed6e", + "metadata": { + "category_depth": 0, + "page_number": 6, + "parent_id": "a77ae2bba17845d6bcce44f6aebadfb5", + "text_as_html": "" + }, + "text": "", + "type": "UncategorizedText" + }, + { + "element_id": "b0ee0dee5a494c33acc3e078f464485c", + "metadata": { + "category_depth": 1, + "page_number": 6, + "parent_id": "45edf6da59c84d498a308817970fed6e", + "text_as_html": "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 (\u201cSenior Notes FFF\u201d) and (ii) $1.0 billion principal amount of senior notes due January 2033 (\u201cSenior Notes GGG\u201d). 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).
Senior Notes FFF were issued at 99.893% of their principal amount and have a fixed-rate interest rate of 5.05% per year. Senior Notes GGG were issued at 99.803% of their principal amount and have a fixed-rate interest rate of 5.35% per year. The Partnership guaranteed these senior notes through an unconditional guarantee on an unsecured and unsubordinated basis.
" + }, + "text": "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 (\u201cSenior Notes FFF\u201d) and (ii) $1.0 billion principal amount of senior notes due January 2033 (\u201cSenior Notes GGG\u201d). 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). Senior Notes FFF were issued at 99.893% of their principal amount and have a fixed-rate interest rate of 5.05% per year. Senior Notes GGG were issued at 99.803% of their principal amount and have a fixed-rate interest rate of 5.35% per year. The Partnership guaranteed these senior notes through an unconditional guarantee on an unsecured and unsubordinated basis.", + "type": "NarrativeText" + }, + { + "element_id": "a1593085e5744ea783ee0c03dd956176", + "metadata": { + "category_depth": 1, + "page_number": 6, + "parent_id": "45edf6da59c84d498a308817970fed6e", + "text_as_html": "At June 30, 2023, EPO had $110 million of letters of credit outstanding primarily related to our commodity hedging activities.
" + }, + "text": "At June 30, 2023, EPO had $110 million of letters of credit outstanding primarily related to our commodity hedging activities.", + "type": "NarrativeText" + }, + { + "element_id": "805a151ed14e4e3387ca6b3f447e318d", + "metadata": { + "category_depth": 1, + "page_number": 6, + "parent_id": "45edf6da59c84d498a308817970fed6e", + "text_as_html": "We were in compliance with the financial covenants of our consolidated debt agreements at June 30, 2023.
" + }, + "text": "We were in compliance with the financial covenants of our consolidated debt agreements at June 30, 2023.", + "type": "NarrativeText" + }, + { + "element_id": "db0f5285f80448f4b06e9fa444b7b78b", + "metadata": { + "category_depth": 1, + "page_number": 6, + "parent_id": "45edf6da59c84d498a308817970fed6e", + "text_as_html": "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.
" + }, + "text": "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.", + "type": "NarrativeText" + }, + { + "element_id": "8d1e134baa364bd49f63ce949d3e3d57", + "metadata": { + "category_depth": 1, + "page_number": 6, + "parent_id": "45edf6da59c84d498a308817970fed6e", + "text_as_html": "The following table summarizes changes in the number of our common units outstanding since December 31, 2022:
" + }, + "text": "The following table summarizes changes in the number of our common units outstanding since December 31, 2022:", + "type": "NarrativeText" + }, + { + "element_id": "27b7b51420204c059e6b446e45677c78", + "metadata": { + "category_depth": 1, + "page_number": 6, + "parent_id": "45edf6da59c84d498a308817970fed6e", + "text_as_html": "| Common units outstanding at December 31, 2022 | |
|---|---|
| Common unit repurchases under 2019 Buyback Program | (682,589) |
| Common units issued in connection with the vesting of phantom unit awards, net | 4,364,301 |
| Other | 20,892 |
| Common units outstanding at March 31, 2023 | 2,174,508,951 |
| Common unit repurchases under 2019 Buyback Program | (2,910,121) |
| Common units issued in connection with the vesting of phantom unit awards, net | 153,502 |
| Common units outstanding at June 30, 2023 | 2,171,752,332 |
We have a universal shelf registration statement on file with the SEC which allows the Partnership and EPO (each on a standalone basis) to issue an unlimited amount of equity and debt securities, respectively.
In addition, the Partnership has a registration statement on file with the SEC covering the issuance of up to $2.5 billion of its common units in amounts, at prices and on terms based on market conditions and other factors at the time of such offerings (referred to as the Partnership\u2019s at-the-market (\u201cATM\u201d) program). The Partnership did not issue any common units under its ATM program during the six months ended June 30, 2023. The Partnership\u2019s capacity to issue additional common units under the ATM program remains at $2.5 billion as of June 30, 2023.
We may issue additional equity and debt securities to assist us in meeting our future liquidity requirements, including those related to capital investments.
" + }, + "text": "We have a universal shelf registration statement on file with the SEC which allows the Partnership and EPO (each on a standalone basis) to issue an unlimited amount of equity and debt securities, respectively. In addition, the Partnership has a registration statement on file with the SEC covering the issuance of up to $2.5 billion of its common units in amounts, at prices and on terms based on market conditions and other factors at the time of such offerings (referred to as the Partnership\u2019s at-the-market (\u201cATM\u201d) program). The Partnership did not issue any common units under its ATM program during the six months ended June 30, 2023. The Partnership\u2019s capacity to issue additional common units under the ATM program remains at $2.5 billion as of June 30, 2023. We may issue additional equity and debt securities to assist us in meeting our future liquidity requirements, including those related to capital investments.", + "type": "NarrativeText" + }, + { + "element_id": "5ab9ec0ed8a047b7bff244889ce9647f", + "metadata": { + "category_depth": 1, + "page_number": 6, + "parent_id": "45edf6da59c84d498a308817970fed6e", + "text_as_html": "" + }, + "text": "", + "type": "UncategorizedText" + }, + { + "element_id": "cfed078ea7ef441294b993356ba4052d", + "metadata": { + "category_depth": 2, + "page_number": 6, + "parent_id": "5ab9ec0ed8a047b7bff244889ce9647f", + "text_as_html": "17 " + }, + "text": "17", + "type": "PageNumber" + }, + { + "element_id": "a064d74e2f8b4a8db717671734740a69", + "metadata": { + "category_depth": 2, + "page_number": 6, + "parent_id": "5ab9ec0ed8a047b7bff244889ce9647f", + "text_as_html": "https://www.sec.gov/Archives/edgar/data/1061219/000106121923000017/form10q.htm " + }, + "text": "https://www.sec.gov/Archives/edgar/data/1061219/000106121923000017/form10q.htm", + "type": "UncategorizedText" + }, + { + "element_id": "39656678575748fd884fc583c474d79d", + "metadata": { + "category_depth": 2, + "page_number": 6, + "parent_id": "5ab9ec0ed8a047b7bff244889ce9647f", + "text_as_html": "23/93 " + }, + "text": "23/93", + "type": "PageNumber" + } +] \ No newline at end of file diff --git a/test_unstructured/documents/unstructured_json_output/example_with_inline_fields.json b/test_unstructured/documents/unstructured_json_output/example_with_inline_fields.json new file mode 100644 index 0000000000..22355da209 --- /dev/null +++ b/test_unstructured/documents/unstructured_json_output/example_with_inline_fields.json @@ -0,0 +1,46 @@ +[ + { + "element_id": "3a6b156a81764e17be128264241f8136", + "metadata": { + "category_depth": 0, + "page_number": 1, + "parent_id": "897a8a47377c4ad6aab839a929879537", + "text_as_html": "" + }, + "text": "", + "type": "UncategorizedText" + }, + { + "element_id": "45b3d0053468484ba1c7b53998115412", + "metadata": { + "category_depth": 1, + "page_number": 1, + "parent_id": "3a6b156a81764e17be128264241f8136", + "text_as_html": "Table of Contents
68 Prince Street Palmdale, CA 93550 www.google.com " + }, + "text": "Table of Contents 68 Prince Street Palmdale, CA 93550 www.google.com", + "type": "NarrativeText" + }, + { + "element_id": "cb0d6675109241428778c7b996e0b21c", + "metadata": { + "category_depth": 2, + "page_number": 1, + "parent_id": "45b3d0053468484ba1c7b53998115412", + "text_as_html": "More text " + }, + "text": "More text", + "type": "UncategorizedText" + } +] \ No newline at end of file diff --git a/test_unstructured/partition/html/test_html_to_unstructured_and_back_parsing.py b/test_unstructured/partition/html/test_html_to_unstructured_and_back_parsing.py index b7ef08b579..f763196517 100644 --- a/test_unstructured/partition/html/test_html_to_unstructured_and_back_parsing.py +++ b/test_unstructured/partition/html/test_html_to_unstructured_and_back_parsing.py @@ -8,9 +8,11 @@ Text, Title, ) +from unstructured.documents.ontology import Address, Paragraph from unstructured.partition.html.html_utils import indent_html from unstructured.partition.html.transformations import ( ontology_to_unstructured_elements, + parse_html_to_ontology, parse_html_to_ontology_element, unstructured_elements_to_ontology, ) @@ -484,3 +486,72 @@ def test_ordered_list(): ) ] _assert_elements_equal(unstructured_elements, expected_elements) + + +def test_squeezed_elements_are_parsed_back(): + # language=HTML + html_as_str = _wrap_in_body_and_page( + """ ++ Table of Contents +
+ + 68 Prince Street Palmdale, CA 93550 + + + www.google.com + + """ + ) + + unstructured_elements, parsed_ontology = _parse_to_unstructured_elements_and_back_to_html( + html_as_str + ) + expected_html = indent_html(html_as_str, html_parser="html.parser") + parsed_html = indent_html(parsed_ontology.to_html(), html_parser="html.parser") + + assert expected_html == parsed_html + expected_elements = _page_elements + [ + NarrativeText( + text="Table of Contents 68 Prince Street Palmdale, CA 93550 www.google.com", + element_id="2", + detection_origin="vlm_partitioner", + metadata=ElementMetadata( + text_as_html='Table of Contents
' + '' + "68 Prince Street Palmdale, CA 93550 " + " " + 'www.google.com ', + parent_id="1", + ), + ) + ] + _assert_elements_equal(unstructured_elements, expected_elements) + + +def test_inline_elements_are_squeezed_when_text_wrapped_into_paragraphs(): + # language=HTML + base_html = """ +Text from element 1
Text from element 2" + } + } + + Args: + elements (list[Element]): A list of elements to be combined. + + Returns: + list[Element]: A list of combined elements. + """ + result_elements = [] + + current_element = None + for next_element in elements: + if current_element is None: + current_element = next_element + continue + + if can_unstructured_elements_be_merged(current_element, next_element): + current_element.text += " " + next_element.text + current_element.metadata.text_as_html += " " + next_element.metadata.text_as_html + else: + result_elements.append(current_element) + current_element = next_element + + if current_element is not None: + result_elements.append(current_element) + + return result_elements + + +def can_unstructured_elements_be_merged(current_element: Element, next_element: Element) -> bool: + """ + Elements can be merged when: + - They are on the same level in the HTML tree + - Neither of them has children + - All elements are inline elements or text element + """ + if current_element.metadata.category_depth != next_element.metadata.category_depth: + return False + + current_html_tags = BeautifulSoup( + current_element.metadata.text_as_html, "html.parser" + ).find_all(recursive=False) + next_html_tags = BeautifulSoup(next_element.metadata.text_as_html, "html.parser").find_all( + recursive=False + ) + + ontology_elements = [ + parse_html_to_ontology_element(html_tag) + for html_tag in chain(current_html_tags, next_html_tags) + ] + + for ontology_element in ontology_elements: + if ontology_element.children: + return False + + if not (is_inline_element(ontology_element) or is_text_element(ontology_element)): + return False + + return True + + +def is_text_element(ontology_element: OntologyElement) -> bool: + """Categories or classes that we want to combine with inline text""" + + text_classes = [ + NarrativeText, + Quote, + Paragraph, + Footnote, + FootnoteReference, + Citation, + Bibliography, + Glossary, + ] + text_categories = [ElementTypeEnum.metadata] + + if any(isinstance(ontology_element, class_) for class_ in text_classes): + return True + + if any(ontology_element.elementType == category for category in text_categories): + return True + + return False + + +def is_inline_element(ontology_element: OntologyElement) -> bool: + """Categories or classes that we want to combine with text elements""" + + inline_classes = [Hyperlink] + inline_categories = [ElementTypeEnum.specialized_text, ElementTypeEnum.annotation] + + if any(isinstance(ontology_element, class_) for class_ in inline_classes): + return True + + if any(ontology_element.elementType == category for category in inline_categories): + return True + + return False + + def unstructured_elements_to_ontology(unstructured_elements: Sequence[Element]) -> OntologyElement: """ Converts a sequence of unstructured Element objects to an OntologyElement object. @@ -144,18 +266,21 @@ def unstructured_elements_to_ontology(unstructured_elements: Sequence[Element]) ) for element in unstructured_elements: - html_as_tag = BeautifulSoup(element.metadata.text_as_html, "html.parser").find() - ontology_element = parse_html_to_ontology_element(html_as_tag) - # Note: Each HTML of non-terminal Element doesn't have children in HTML - # So we just add Ontology Element with tag and class, later children are appended by - # parent_id. - # For terminal Elements entire HTML is added to text_as_html, thus it allows us to - # recreate the entire HTML structure - - id_to_element_mapping[ontology_element.id] = ontology_element - - if element.metadata.parent_id and element.metadata.parent_id in id_to_element_mapping: - id_to_element_mapping[element.metadata.parent_id].children.append(ontology_element) + html_as_tags = BeautifulSoup(element.metadata.text_as_html, "html.parser").find_all( + recursive=False + ) + for html_as_tag in html_as_tags: + ontology_element = parse_html_to_ontology_element(html_as_tag) + # Note: Each HTML of non-terminal Element doesn't have children in HTML + # So we just add Ontology Element with tag and class, later children are appended by + # parent_id. + # For terminal Elements entire HTML is added to text_as_html, thus it allows us to + # recreate the entire HTML structure + + id_to_element_mapping[ontology_element.id] = ontology_element + + if element.metadata.parent_id and element.metadata.parent_id in id_to_element_mapping: + id_to_element_mapping[element.metadata.parent_id].children.append(ontology_element) root_id, root_element = id_to_element_mapping.popitem(last=False) return root_element