Note 12. Related Party Transactions

The following table summarizes our related party transactions for the periods presented:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2011		2010		2011		2010
Revenues – related parties:
Energy Transfer Equity and subsidiaries	$	86.7	$	59.9	$	296.9	$	246.5
Other unconsolidated affiliates		57.5		56.1		97.4		101.9
Total revenue – related parties	$	144.2	$	116.0	$	394.3	$	348.4
Costs and expenses – related parties:
EPCO and affiliates	$	192.4	$	165.5	$	365.4	$	324.4
Energy Transfer Equity and subsidiaries		223.0		147.2		490.4		324.1
Other unconsolidated affiliates		11.4		9.5		21.6		21.7
Total costs and expenses – related parties	$	426.8	$	322.2	$	877.4	$	670.2

The following table summarizes our related party accounts receivable and accounts payable amounts at the dates indicated:

	June 30,		December 31,
	2011		2010
Accounts receivable - related parties:
EPCO and affiliates	$	0.1	$	--
Energy Transfer Equity and subsidiaries		12.0		21.4
Other unconsolidated affiliates		25.6		15.4
Total accounts receivable – related parties	$	37.7	$	36.8

Accounts payable - related parties:
EPCO and affiliates	$	107.2	$	88.0
Energy Transfer Equity and subsidiaries		65.8		36.7
Other unconsolidated affiliates		10.2		8.4
Total accounts payable – related parties	$	183.2	$	133.1

We believe that the terms and provisions of our related party agreements are fair to us; however, such agreements and transactions may not be as favorable to us as we could have obtained from unaffiliated third parties.

Relationship with EPCO and Affiliates

We have an extensive and ongoing relationship with EPCO and its affiliates, which include the following significant entities that are not a part of our consolidated group of companies:

§	EPCO and its privately held affiliates; and

§	Enterprise GP, our sole general partner.

EPCO is a privately held company controlled collectively by the EPCO Trustees. At June 30, 2011, EPCO and its affiliates (including Dan Duncan LLC and two Duncan family trusts the beneficiaries of which include the estate of Mr. Duncan) beneficially owned the following limited partner interests in us:

Number of Units	Percentage of Outstanding Units
338,282,914 (1)	39.8%
(1) Includes 4,520,431 Class B units.

Dan Duncan LLC owns 100% of our general partner, Enterprise GP.

We and Enterprise GP are both separate legal entities apart from each other and apart from EPCO and its other affiliates, with assets and liabilities that are separate from those of EPCO and its other affiliates. EPCO and its privately held subsidiaries depend on the cash distributions they receive from us (including Holdings prior to the Holdings Merger) and other investments to fund their other operations and to meet their debt obligations. The following table presents cash distributions received by EPCO and its privately held affiliates from us and Holdings for the periods presented:

	For the Six Months Ended June 30,
	2011		2010
Enterprise	$	346.4	$	168.0
Holdings		--		116.1
Total distributions	$	346.4	$	284.1

Substantially all of the ownership interests in us that are owned or controlled by EPCO and its affiliates, other than those interests owned by Dan Duncan LLC and certain trusts of which the estate of Mr. Duncan is a beneficiary, are pledged as security under the credit facility of a privately held affiliate of EPCO. This credit facility contains customary and other events of default relating to EPCO and certain affiliates, including us.

We lease office space in various buildings from affiliates of EPCO. The rental rates in these lease agreements approximate market rates.

EPCO ASA. We have no employees. All of our operating functions and general and administrative support services are provided by employees of EPCO pursuant to the ASA or by other service providers. We, Duncan Energy Partners and our respective general partners are parties to the ASA. The significant terms of the ASA are as follows:

EPCO will provide selling, general and administrative services and management and operating services as may be necessary to manage and operate our businesses, properties and assets (all in accordance with prudent industry practices). EPCO will employ or otherwise retain the services of such personnel.

We are required to reimburse EPCO for its services in an amount equal to the sum of all costs and expenses incurred by EPCO which are directly or indirectly related to our business or activities (including expenses reasonably allocated to us by EPCO). In addition, we have agreed to pay all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the services provided to us by EPCO.

§	EPCO will allow us to participate as a named insured in its overall insurance program, with the associated premiums and other costs being allocated to us. See Note 15 for additional information regarding our insurance programs.

Under the ASA, EPCO subleased to us (for $1 per year) certain equipment it held pursuant to operating leases. EPCO was liable for the cash payments associated with these lease agreements. In June 2011, we paid $5.4 million to purchase the assets from the lessor and the lease agreements were terminated. While these lease agreements were in effect, we recorded the full value of the lease payments made by EPCO on our behalf as a non-cash related party operating expense, with the offset to equity accounted for as a general contribution to our partnership.

Our operating costs and expenses include amounts paid to EPCO for the costs it incurs to operate our facilities, including the compensation of its employees. We reimburse EPCO for actual direct and indirect expenses it incurs related to the operation of our assets. Likewise, our general and administrative costs include amounts paid to EPCO for administrative services, including the compensation of its employees. In general, our reimbursement to EPCO for administrative services is either (i) on an actual basis for direct expenses it may incur on our behalf (e.g., the purchase of office supplies) or (ii) based on an allocation of such charges between the various parties to the ASA based on the estimated use of such services by each party (e.g., the allocation of legal or accounting salaries based on estimates of time spent on each entity's business and affairs). The following table presents a breakout of costs and expenses related to the ASA and other EPCO transactions for the periods presented:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2011		2010		2011		2010
Operating costs and expenses	$	157.9	$	140.9	$	305.3	$	275.3
General and administrative expenses		34.5		24.6		60.1		49.1
Total costs and expenses	$	192.4	$	165.5	$	365.4	$	324.4

Since the vast majority of such expenses are charged to us on an actual basis (i.e., no mark-up or subsidy is charged or received by EPCO), we believe that such expenses are representative of what the amounts would have been on a standalone basis. With respect to allocated costs, we believe that the proportional direct allocation method employed by EPCO is reasonable and reflective of the estimated level of costs we would have incurred on a standalone basis.

The ASA also addresses potential conflicts that may arise among Enterprise and Enterprise GP, Duncan Energy Partners and DEP GP, and the EPCO Group with respect to business opportunities (as defined within the ASA) with third parties. The EPCO Group includes EPCO and its other affiliates, but excludes Enterprise, Duncan Energy Partners and our respective general partners.

Relationships with Unconsolidated Affiliates

Many of our unconsolidated affiliates perform supporting or complementary roles to our other business operations. The following information summarizes significant related party transactions with our current unconsolidated affiliates:

We sell natural gas to Evangeline, which, in turn, uses the natural gas to satisfy supply commitments it has with a major Louisiana utility. Revenues from Evangeline were $49.6 million and $49.0 million for the three months ended June 30, 2011 and 2010, respectively. During the six months ended June 30, 2011 and 2010, revenues from Evangeline were $80.3 million and $86.8 million, respectively.

We pay Promix for the transportation, storage and fractionation of NGLs. In addition, we sell natural gas to Promix for its plant fuel requirements. Revenues from Promix were $3.2 million and $3.1 million for the three months ended June 30, 2011 and 2010, respectively. During the six months ended June 30, 2011 and 2010, revenues from Promix were $6.4 million and $6.2 million, respectively. Expenses with Promix were $8.7 million and $7.5 million for the three months ended June 30, 2011 and 2010, respectively. During the six months ended June 30, 2011 and 2010, expenses with Promix were $17.7 million and $16.1 million, respectively.

§	We paid $2.4 million and $0.3 million to Centennial for other pipeline transportation services during the three months ended June 30, 2011 and 2010, respectively. During the six months ended June 30, 2011 and 2010, we paid Centennial $2.6 million and $2.9 million, respectively, for such services.

We paid $0.3 million and $1.6 million to Seaway for pipeline transportation and tank rentals in connection with our crude oil marketing activities during the three months ended June 30, 2011 and 2010, respectively. During the six months ended June 30, 2011 and 2010, we paid Seaway $1.0 million and $2.7 million, respectively, for such services.

We paid $1.6 million and $1.5 million to White River Hub primarily for firm capacity reservation fees during the three months ended June 30, 2011 and 2010, respectively. During the six months ended June 30, 2011 and 2010, we paid White River Hub $3.3 million and $2.9 million, respectively, of such fees.

We perform management services for certain of our unconsolidated affiliates. We charged such affiliates $3.2 million and $2.8 million for the three months ended June 30, 2011 and 2010, respectively. During the six months ended June 30, 2011 and 2010, we charged affiliates $6.4 million and $5.7 million, respectively.

We have a long-term sales contract with a subsidiary of Energy Transfer Equity. In addition, we and another subsidiary of ETP transport natural gas on each other's systems and share operating expenses on certain pipelines. A subsidiary of ETP also sells natural gas to us. See previous table for related party revenue and expense amounts recorded by us in connection with Energy Transfer Equity.

In April 2011, we announced an intent to form a 50/50 joint venture with ETP to design and construct a proposed crude oil pipeline from Cushing, Oklahoma to Houston, Texas. The project would allow shippers greater access to the U.S. Gulf Coast-area refining complex from Cushing and add storage capacity at new facilities to be constructed and owned by the joint venture at our Houston crude oil terminal. Contingent upon receiving satisfactory shipper commitments, the proposed pipeline is projected to begin service in the fourth quarter of 2012. In May 2011, an open commitment period for shippers to contract for available capacity on the proposed pipeline was initiated. The commitment period has been extended to August 12, 2011.

Relationship with Duncan Energy Partners

The business purpose of Duncan Energy Partners is to acquire, own and operate a diversified portfolio of midstream energy assets and to support the growth objectives of EPO and other affiliates of EPCO that are under common control. Duncan Energy Partners is engaged in the business of: (i) NGL transportation, fractionation and marketing; (ii) storage of NGL, petrochemical and refined products; (iii) transportation of petrochemical and refined products; and (iv) the gathering, transportation, marketing and storage of natural gas. We formed Duncan Energy Partners in September 2006, but it did not own or acquire any assets prior to February 5, 2007, which was the date it completed its initial public offering of common units and acquired controlling interests in five midstream energy businesses from EPO in a drop down transaction. On December 8, 2008, Duncan Energy Partners acquired controlling interests in three additional midstream energy businesses from EPO through a second drop down transaction.

At June 30, 2011, Duncan Energy Partners was owned 99.3% by its limited partners and 0.7% by its general partner, DEP GP, which is a wholly owned subsidiary of EPO. DEP GP is responsible for managing the business and operations of Duncan Energy Partners. DEP Operating Partnership L.P., a wholly owned subsidiary of Duncan Energy Partners, conducts substantially all of Duncan Energy Partners' business. At June 30, 2011, EPO beneficially owned 58.5% of Duncan Energy Partners' common units and 100% of its general partner. Due to our control of Duncan Energy Partners, its financial statements are consolidated with those of our own and our transactions with Duncan Energy Partners are eliminated in consolidation. See Note 1 for information regarding the proposed merger of Duncan Energy Partners with a subsidiary of Enterprise.

In June 2010, EPO entered into the Amended Acadian LLC Agreement with Duncan Energy Partners. This document includes the agreement between Duncan Energy Partners and EPO regarding funding arrangements for the Haynesville Extension project. This expansion capital project will extend our south Louisiana intrastate natural gas pipeline system, which is owned by Acadian Gas, LLC, into northwest Louisiana and the Haynesville Shale production area. Duncan Energy Partners will fund 66% of the Haynesville Extension project costs and EPO will fund the remaining 34% of such expenditures. The total budgeted cost of the Haynesville Extension project is approximately $1.5 billion (including capitalized interest), with Duncan Energy Partners' share currently estimated at $990 million. In order to fund its capital spending requirements under the Haynesville Extension project, Duncan Energy Partners entered into new senior unsecured credit facilities having an aggregate borrowing capacity of $1.25 billion in October 2010.