Enterprise Products Partners L.P.

SEC Filings

S-3DPOS
ENTERPRISE PRODUCTS PARTNERS L P filed this Form S-3DPOS on 12/14/2017
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changes to the existing U.S. federal income tax laws that affect the tax treatment of publicly traded partnerships. Any modification to the U.S. federal income tax laws and interpretations thereof may or may not be retroactively applied and could make it more difficult or impossible to meet the exception for us to be treated as a partnership for U.S. federal income tax purposes. Please read “—Partnership Status.”

The U.S. House of Representatives and the Senate each recently passed different versions of the Tax Cuts and Jobs Act (together, the “Tax Reform Bills”) that they will try to reconcile through a conference committee to produce legislation that can be voted on by the House and Senate and, if passed, sent to the President for his signature. Although each of the Tax Reform Bills would make significant changes to the U.S. federal income tax rules applicable to both individuals and entities, including reducing the tax rate on income received from pass-through entities such as partnerships, there is still uncertainty as to the details of any final legislation and whether such legislation will be enacted.

You are urged to consult with your own tax advisor regarding the Tax Reform Bills and any other regulatory or administrative developments and proposals and their potential effect on your investment in our common units. We are unable to predict whether any proposed changes will ultimately be enacted. However, it is possible that a change in law could affect us or holders of our common units, and any such changes could negatively impact the value of an investment in our common units.

State, Local, Foreign and Other Tax Considerations

In addition to U.S. federal income taxes, a unitholder likely will be subject to other taxes, such as state, local and foreign income taxes, unincorporated business taxes, and estate, inheritance or intangible taxes that may be imposed by the various jurisdictions in which, we do business or own property or in which a unitholder is a resident. Although an analysis of those various taxes is not presented here, each prospective unitholder should consider their potential impact on his investment in us. We currently own property or do business in a substantial number of states, virtually all of which impose a personal income tax and many impose an income tax on corporations and other entities. We may also own property or do business in other states in the future. Although a unitholder may not be required to file a return and pay taxes in some states because its income from that state falls below the filing and payment requirement, a unitholder will be required to file income tax returns and to pay income taxes in some or all of the jurisdictions in which we do business or own property and may be subject to penalties for failure to comply with those requirements. In some jurisdictions, tax losses may not produce a tax benefit in the year incurred and also may not be available to offset income in subsequent taxable years. Some of the jurisdictions may require us, or we may elect, to withhold a percentage of income from amounts to be distributed to a unitholder who is not a resident of the jurisdiction. Withholding, the amount of which may be greater or less than a particular unitholder’s income tax liability to the jurisdiction, generally does not relieve a nonresident unitholder from the obligation to file an income tax return. Amounts withheld will be treated as if distributed to unitholders for purposes of determining the amounts distributed by us. Please read “— Tax Consequences of Common Unit Ownership — Entity-Level Collections.” Based on current law and our estimate of future operations, any amounts required to be withheld are not contemplated to be material.

It is the responsibility of each unitholder to investigate the legal and tax consequences, under the laws of pertinent jurisdictions, of his investment in us. Accordingly, each prospective unitholder is urged to consult, and depend on, his own tax counsel or other advisor with regard to those matters. Further, it is the responsibility of each unitholder to file all state, local, and foreign as well as United States federal tax returns, that may be required of him. Sidley Austin LLP has not rendered an opinion on the state, local, alternative minimum tax or foreign tax consequences of an investment in us.

 

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