Enterprise Products Partners (EPD) risk factors, FY2025 10-K

Other

1. 01Summary of Key Risk Factors

Risks Relating to Our Partnership Structure

1. 02Tax Risks to Common UnitholdersNew
2. 03Discussion of Key Risk Factors
3. 34We may issue additional securities without the approval of our common unitholders86% rewritten
4. 35We may not have sufficient operating cash flows to pay cash distributions at the current level following establishment of cash reserves and payments of fees and expenses100% rewritten
5. 36Our general partner and its affiliates have limited fiduciary responsibilities to, and conflicts of interest with respect to, our partnership, which may permit it to favor its own interests to your detriment100% rewritten
6. 37The NYSE does not require a publicly traded limited partnership like us to comply with certain of its corporate governance requirements
7. 38Unitholders have limited voting rights and are not entitled to elect our general partner or its directors. In addition, even if unitholders are dissatisfied, they cannot easily remove our general partner
8. 39Our partnership agreement restricts the voting rights of unitholders owning 20% or more of our common units
9. 40Our general partner has a limited call right that may require common unitholders to sell their common units at an undesirable time or price
10. 41Our common unitholders may not have limited liability if a court finds that limited partner actions constitute control of our business
11. 42Unitholders may have a liability to repay distributions
12. 43Our general partner’s interest in us and the control of our general partner may be transferred to a third party without unitholder consent
13. 44We do not have the same flexibility as other types of organizations to accumulate cash and issue equity to protect against illiquidity in the future20% rewritten
14. 45The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis
15. 46We prorate our items of income, gain, loss and deduction between transferors and transferees of our common units each month based upon the ownership of our common units on the first day of each month, instead of on the basis of the date a particular common unit is transferred
16. 47A successful IRS contest of the federal income tax positions we take may adversely impact the market for our common units and the cost of any IRS contest will reduce our cash available for distribution to unitholders
17. 48Our unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us69% rewritten
18. 49Tax gains or losses on the disposition of our common units could be more or less than expected100% rewritten
19. 50Tax-exempt entities face unique tax issues from owning our common units that may result in adverse tax consequences to them
20. 51We treat each purchaser of our common units as having the same tax benefits without regard to the common units purchased. The IRS may challenge this treatment, which could adversely affect the value of our common units
21. 52Our common unitholders will likely be subject to state and local taxes and return filing requirements in states where they do not live as a result of an investment in our common units
22. 53We have adopted certain valuation methodologies in determining a unitholder’s allocations of income, gain, loss and deduction. The IRS may challenge these methods or the resulting allocations and such a challenge could adversely affect the value of our common units

Risks Relating to Our Business

1. 04Changes in the supply of and demand for hydrocarbon products impacts both the volume of products that we purchase and sell and the level of services that we provide to customers, which in turn impacts our financial position, results of operations and cash flows26% rewritten
2. 05Changes in price levels could negatively impact our revenue, our expenses, or both, which could adversely affect our business
3. 06Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and results of operationsNew
4. 07Changes in demand for and prices and production of hydrocarbon products could have a material adverse effect on our financial position, results of operations and cash flows
5. 08We face competition from third parties in our midstream energy businesses
6. 09Our debt level may limit our future financial and operating flexibility70% rewritten
7. 10We may not be able to fully execute our growth strategy if we encounter illiquid capital markets or increased competition for investment opportunities100% rewritten
8. 11Our actual construction, development and acquisition costs could materially exceed forecasted amounts72% rewritten
9. 12Our construction of new assets is subject to operational, regulatory, environmental, political, geopolitical, legal and economic risks, which may result in delays, increased costs or decreased cash flows100% rewritten
10. 13A materialization of any of these risks could adversely affect our ability to achieve growth in the level of our cash flows or realize benefits from expansion opportunities or construction projects, which could impact the level of cash distributions we pay to our unitholders70% rewritten
11. 14The inability to continue to access lands owned by third parties and governmental bodies could adversely affect our operations and have a material adverse effect on our financial position, results of operations and cash flowsNew
12. 15We may face opposition to the construction and operation of our pipelines and facilities from various groups51% rewritten
13. 16Our growth strategy may adversely affect our results of operations if we do not successfully integrate and manage the businesses that we acquire or if we substantially increase our indebtedness and contingent liabilities to make acquisitionsNew
14. 17Acquisitions that appear to increase our operating cash flows may nevertheless reduce our operating cash flows on a per unit basis72% rewritten
15. 18A natural disaster, catastrophe, terrorist attack or other extraordinary event could result in severe personal injury, property damage and environmental damage, which could curtail our operations and have a material adverse effect on our financial position, results of operations and cash flows98% rewritten
16. 19A cyber-attack on our IT or OT systems could affect our business and assets, and have a material adverse effect on our financial position, results of operations and cash flows
17. 20Failure of our critical IT or OT systems could have an adverse impact on our business, financial condition, results of operations and cash flows, as well as our ability to pay cash distributions
18. 21Our business requires extensive credit risk management that may not be adequate to protect against customer nonpayment
19. 22The use of derivative financial instruments could result in material financial losses by us60% rewritten
20. 23Our risk management policies cannot eliminate all commodity price risks. In addition, any noncompliance with our risk management policies could result in significant financial losses97% rewritten
21. 24At December 31, 2025, we had $34.1 billion in principal amount of consolidated fixed-rate debt outstanding, including current maturities thereof. Additionally, at December 31, 2025, we had $582 million of variable-rate debt23% rewritten
22. 25If we were to incur material costs in connection with our pipeline integrity program or pipeline safety laws and regulations, those costs could have a material adverse effect on our financial condition, results of operations and cash flows25% rewritten
23. 26Environmental, health and safety costs and liabilities, and changing environmental, health and safety regulation, could have a material adverse effect on our financial position, results of operations and cash flows
24. 27In addition, future environmental, health and safety law developments, such as stricter laws, regulations, permits or enforcement policies, could significantly increase some costs of our operations. Areas of potential future environmental, health and safety law developments include the following items21% rewritten
25. 28The FERC regulates interstate transportation services provided by our liquids pipelines under the ICA. State regulatory agencies regulate many of our assets, including intrastate natural gas and NGL pipelines, intrastate storage facilities and gathering lines
26. 29The rates of our regulated assets are subject to review and possible adjustment by federal and state regulators, which could adversely affect our revenues26% rewritten
27. 30The adoption and implementation of new statutory and regulatory requirements for derivative transactions could have an adverse impact on our ability to hedge risks associated with our business and increase the working capital requirements to conduct these activities
28. 31While we believe that the majority of our hedging transactions would meet one or more of the enumerated categories for bona fide hedges under the Dodd-Frank Act, the rules could have an adverse impact on our ability to hedge certain risks associated with our business and could potentially affect our profitability
29. 32Our standalone operating cash flow is derived primarily from cash distributions we receive from EPO
30. 33Changes in management’s estimates and assumptions may have a material impact on our financial statements and financial performance