Note 15. Related Party Transactions

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

	For Year Ended December 31,
	2011		2010		2009
Revenues – related parties:
Energy Transfer Equity and subsidiaries	$	573.2	$	490.5	$	423.1
Other unconsolidated affiliates		201.9		207.9		175.9
Total revenue – related parties	$	775.1	$	698.4	$	599.0
Costs and expenses – related parties:
EPCO and affiliates	$	722.7	$	712.5	$	592.5
Energy Transfer Equity and subsidiaries		1,101.5		724.4		443.8
Other unconsolidated affiliates		49.8		50.2		38.2
Other		--		--		40.9
Total costs and expenses – related parties	$	1,874.0	$	1,487.1	$	1,115.4
Other expense – related parties:
EPCO and affiliates	$	--	$	--	$	4.1

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

	December 31,
	2011		2010
Accounts receivable - related parties:
Energy Transfer Equity and subsidiaries	$	28.4	$	21.4
Other unconsolidated affiliates		15.1		15.4
Total accounts receivable – related parties	$	43.5	$	36.8

Accounts payable - related parties:
EPCO and affiliates	$	108.3	$	88.0
Energy Transfer Equity and subsidiaries		92.6		36.7
Other unconsolidated affiliates		10.7		8.4
Total accounts payable – related parties	$	211.6	$	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 December 31, 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
338,930,881 (1)	38.2%
(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 affiliates 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 Year Ended December 31,
	2011		2010		2009
Enterprise	$	701.5	$	344.1	$	314.5
Holdings		--		237.4		205.2
Total distributions	$	701.5	$	581.5	$	519.7

Duncan Family Interests, Inc. has pledged 65,000,000 of our common units that it owns as security under the credit facility of another privately held affiliate of EPCO. This credit facility contains customary and other events of default of the borrower and certain of its affiliates, including us. An event of default, followed by a foreclosure on the pledged collateral, could ultimately result in a change in ownership of these units. A development of this nature could affect the market price of our common units.

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 and our general partner 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 19 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 Year Ended December 31,
	2011		2010		2009
Operating costs and expenses	$	611.6	$	588.5	$	495.3
General and administrative expenses		111.1		124.0		97.2
Total costs and expenses	$	722.7	$	712.5	$	592.5

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.

Acquisition of EPCO's Trucking Business. Historically, EPCO has provided us with tank truck services for the transportation of NGLs and other products. In September 2010, we acquired EPCO's ownership interests in its trucking business, or “ETC,” in exchange for 523,306 of our common units. Since we and EPCO are under common control, we recorded the net assets of ETC based on EPCO's historical basis of $37.8 million. The equity consideration we issued was based on the average closing price of our common units over a 20-day period ending September 28, 2010.

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 $166.1 million, $174.5 million and $155.5 million for the years ended December 31, 2011, 2010 and 2009, 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 $18.3 million, $13.1 million and $11.0 million for the years ended December 31, 2011, 2010 and 2009, respectively. Expenses with Promix were $44.9 million, $35.6 million and $26.0 million for the years ended December 31, 2011, 2010 and 2009, respectively.

§	For the years ended December 31, 2011, 2010 and 2009, we paid $2.8 million, $8.9 million and $6.7 million, respectively, to Centennial for other pipeline transportation services.

§	For the years ended December 31, 2011, 2010 and 2009, we paid Seaway $1.4 million, $4.5 million and $3.4 million, respectively, for pipeline transportation and tank rentals in connection with our crude oil marketing activities.

§	For the year ended December 31, 2011, 2010 and 2009, we paid White River Hub $6.7 million, $6.0 million and $6.5 million, respectively, primarily for firm capacity reservation fees.

§	We perform management services for certain of our unconsolidated affiliates. We charged such affiliates $13.0 million, $11.5 million and $10.7 million for the years ended December 31, 2011, 2010 and 2009, 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 our equity method investment in Energy Transfer Equity.

In January 2012, we sold 22,762,636 common units of Energy Transfer Equity in a private transaction (see Note 23). As a result of this sale, we own approximately 6 million common units of Energy Transfer Equity, which represent less than 3% of its common units outstanding at February 15, 2012. Effective with the first quarter of 2012, we will no longer report Energy Transfer Equity and its subsidiaries as related parties.