Equity-based Awards (Tables)

12 Months Ended

Dec. 31, 2011

Equity-based Awards [Abstract]

Equity-based Award Expense

The following table summarizes the expense we recognized in connection with equity-based awards for the periods presented:

	For Year Ended December 31,
	2011		2010		2009
Restricted common unit awards (1)	$	47.5	$	31.5	$	13.6
Unit option awards		3.1		3.4		2.0
Other (2)		0.3		35.5		9.4
Total compensation expense	$	50.9	$	70.4	$	25.0
(1)   The increase in expense for restricted unit awards between periods is primarily due to a change in vesting provisions beginning with restricted common unit awards granted in 2010 (see below). (2)   Primarily consists of unit appreciation rights (“UARs”), phantom units and similar awards. Also, the amounts presented for 2010 and 2009 include compensation expense for awards related to limited partnership interests in the Employee Partnerships, which were liquidated in August 2010.

Restricted Common Unit Awards

The following table presents information regarding restricted common unit awards for the periods presented:

				Weighted-
				Average Grant
	Number of			Date Fair Value
	Units			per Unit (1)
Enterprise restricted common unit awards:
Restricted common units at December 31, 2008		2,080,600		$	29.09
Granted (2)		1,025,650		$	24.89
Vested		(281,500	)	$	26.70
Forfeited		(411,884	)	$	28.37
Awards assumed in connection with TEPPCO Merger		308,016		$	27.64
Restricted common units at December 31, 2009		2,720,882		$	27.70
Granted (3,5)		1,393,925		$	32.60
Vested (5)		(383,628	)	$	25.51
Forfeited		(169,565	)	$	29.87
Restricted common units at December 31, 2010		3,561,614		$	29.78
Granted (4,6)		1,414,630		$	43.66
Vested (6)		(924,108	)	$	31.54
Forfeited		(183,920	)	$	34.27
Restricted common units at December 31, 2011		3,868,216		$	34.22
Duncan Energy Partners restricted common unit awards:
Restricted common units at December 31, 2009		--		$	--
Granted (5,7)		6,348		$	25.26
Vested (5)		(6,348	)	$	25.26
Restricted common units at December 31, 2010		--		$	--
Granted (6,8)		3,666		$	32.56
Vested (6)		(3,666	)	$	32.56
Restricted common units at September 6, 2011		--		$	--
Holdings restricted common unit awards:
Restricted common units at December 31, 2009		--		$	--
Granted (5,9)		3,424		$	41.47
Vested (5)		(3,424	)	$	41.47
Restricted common units at November 21, 2010		--		$	--
(1)   Determined by dividing the aggregate grant date fair value of awards before an allowance for forfeitures by the number of awards issued. With respect to restricted common unit awards assumed in connection with the TEPPCO Merger, the weighted-average grant date fair value per unit was determined by dividing the aggregate grant date fair value of the assumed awards before an allowance for forfeitures by the number of awards assumed. (2)   Aggregate grant date fair value of restricted common unit awards issued during 2009 was $25.5 million based on grant date market prices of our common units ranging from $20.08 to $28.73 per unit. An estimated annual forfeiture rate of 4.6% was applied to these awards. (3)   Aggregate grant date fair value of restricted common unit awards issued during 2010 was $45.4 million based on grant date market prices of our common units ranging from $32.00 to $43.18 per unit. An estimated annual forfeiture rate of 4.6% was applied to these awards. (4)   Aggregate grant date fair value of restricted common unit awards issued during 2011 was $61.8 million based on a grant date market price of our common units ranging from $40.54 to $44.67 per unit. An estimated annual forfeiture rate of 4.6% was applied to these awards. (5)   Includes awards granted to the independent directors of the boards of directors of EPGP, DEP GP and Holdings GP as part of their annual compensation for 2010. A total of 6,960, 6,348 and 3,424 restricted common unit awards were issued in February 2010 to the independent directors of EPGP, DEP GP and Holdings GP, respectively, that immediately vested upon issuance. (6)   Includes awards granted to the independent directors of the boards of directors of Enterprise GP and DEP GP as part of their annual compensation for 2011. A total of 10,230 and 3,666 restricted common unit awards were issued in February 2011 to the independent directors of Enterprise GP and DEP GP, respectively, that immediately vested upon issuance. (7)   Aggregate grant date fair value of restricted common unit awards issued during 2010 denominated in Duncan Energy Partners' common units was $0.2 million based on a grant date market price of Duncan Energy Partners' common units of $25.26 per unit. (8)   Aggregate grant date fair value of restricted common unit awards issued during 2011 denominated in Duncan Energy Partners' common units was $0.1 million based on a grant date market price of Duncan Energy Partners' common units of $32.56 per unit. (9)   Aggregate grant date fair value of restricted common unit awards issued during 2010 denominated in Holdings' units was $0.1 million based on a grant date market price of Holdings' units of $41.47 per unit.

Cash Distributions and Total Intrinsic Value of Restricted Common Units

The following table presents supplemental information regarding our restricted common unit awards for the periods presented:

	For Year Ended December 31,
	2011		2010		2009
Cash distributions paid to restricted common unit holders	$	9.6	$	8.0	$	5.2
Total intrinsic value of our restricted common unit awards    vesting during year	$	39.1	$	13.9	$	7.8

Unit Option Activity

The following table presents unit option activity for the periods presented:

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
	Number of			Strike Price		Contractual		Intrinsic
	Units			(dollars/unit)		Term (in years)		Value (1)
Unit options at December 31, 2008		2,963,500		$	27.56
Granted (2)		1,460,000		$	23.46
Exercised		(261,000	)	$	19.61
Forfeited		(930,540	)	$	26.69
Awards assumed in connection with TEPPCO Merger		593,960		$	26.12
Unit options at December 31, 2009		3,825,920		$	26.52
Granted (3)		785,000		$	32.26
Exercised		(857,500	)	$	24.98
Unit options at December 31, 2010		3,753,420		$	28.08
Unit options at December 31, 2011 (4)		3,753,420		$	28.08		2.6	$	11.1
Unit options exercisable at:
December 31, 2009		447,500		$	25.09		4.8	$	2.8
December 31, 2010		--		$	--		--	$	--
December 31, 2011 (4)		--		$	--		--	$	--
(1)   Aggregate intrinsic value reflects fully vested unit options at the date indicated. (2)   Aggregate grant date fair value of these unit options issued during 2009 was $8.1 million based on the following assumptions: (i) a weighted-average grant date market price of our common units of $23.46 per unit; (ii) weighted-average expected life of options of 4.8 years; (iii) weighted-average risk-free interest rate of 2.1%; (iv) weighted-average expected distribution yield on our common units of 9.4% and (v) weighted-average expected unit price volatility on our common units of 57.4%. An estimated annual forfeiture rate of 4.6% was applied to awards granted during 2009. (3)   Aggregate grant date fair value of these unit options issued during 2010 was $2.3 million based on the following assumptions: (i) a weighted-average grant date market price of our common units of $32.26 per unit; (ii) weighted-average expected life of options of 4.9 years; (iii) weighted-average risk-free interest rate of 2.5%; (iv) weighted-average expected distribution yield on our common units of 6.9%; and (v) weighted-average expected unit price volatility on our common units of 23.3%. An estimated annual forfeiture rate of 4.6% was applied to awards granted during 2010. (4)   At December 31, 2011 and 2010, we were committed to issue 3,753,420 of our common units if all outstanding unit options awarded were exercised. Option awards outstanding at December 31, 2011 include 712,280 awards that vested during 2011 and became exercisable beginning in February 2012. Of the remaining outstanding option awards at December 31, 2011, 736,000, 1,520,140 and 785,000 will vest in 2012, 2013, and 2014, respectively. These unit option awards become exercisable in the calendar year following the year in which they vest.

Supplemental Information Regarding Unit Options

The following table presents supplemental information regarding our unit options during the periods presented:

	For Year Ended December 31,
	2011		2010		2009
Total intrinsic value of unit option awards exercised during period	$	--	$	10.6	$	2.4
Cash received from EPCO in connection with the exercise of unit option awards	$	--	$	7.2	$	1.7
Unit option-related reimbursements to EPCO	$	--	$	10.6	$	2.4

Information Regarding UARs

The following tables present information regarding UARs for the periods presented:

	UARs Based on Units of
	TEPPCO			Enterprise			Holdings			Total
UARs at December 31, 2008		431,377			--			180,000			611,377
Settled or forfeited		(166,217	)		(186,614	)		(90,000	)		(442,831	)
Awards assumed by Enterprise in connection with the    TEPPCO Merger (based on 1.24:1 merger exchange ratio)		(265,160	)		328,810			--			63,650
UARs at December 31, 2009		--			142,196			90,000			232,196
Settled, forfeited or cancelled (1)		--			(107,092	)		(90,000	)		(197,092	)
Awards assumed by Enterprise in connection with the    Holdings Merger (based on 1.5:1 merger exchange ratio) (2)		--			135,000			--			135,000
UARs at December 31, 2010		--			170,104			--			170,104
Vested		--			(17,776	)		--			(17,776	)
Cancelled		--			(45,000	)		--			(45,000	)
UARs at December 31, 2011		--			107,328			--			107,328
(1)   Prior to the Holdings Merger, the non-employee directors of DEP GP, the general partner of Duncan Energy Partners, were granted 90,000 UARs denominated in Holdings units in connection with certain letter agreements. The compensation expense and associated liability for these UARs was recognized by Enterprise since it owned DEP GP. At the effective date of the Holdings Merger in November 2010, these UARs were settled and $2.5 million in cash was paid to award recipients. (2)   At the effective date of the Holdings Merger, Enterprise assumed 90,000 UARs that had been issued by Holdings GP to its non-employee directors. Since these UARs were denominated in Holdings units, they converted into 135,000 Enterprise UARs based on the 1.5:1 merger exchange ratio.

Changes in the Aggregate Grant Date Fair Value of Employee Partnerships

The following table presents changes in the aggregate grant date fair value (on an unallocated basis) of the Employee Partnerships for the periods shown:

	For Year Ended December 31,
	2010			2009
Aggregate grant date fair values at beginning of period	$	79.3		$	64.6
Modifications (1)		--			19.5
Other, including forfeiture and regrant activity (2,3)		(28.0	)		(4.8	)
Liquidation of partnerships		(51.3	)		--
Aggregate grant date fair values at end of period	$	--		$	79.3
(1)   In December 2009, the expected liquidation date for each Employee Partnership was extended to February 2016. These modifications were intended to align the interests of the Class B partners with the long-term interests of EPCO and other unitholders in the relevant underlying publicly traded partnerships. (2)   Amount presented for 2009 primarily reflects adjustments due to the dissolution of TEPPCO Unit L.P. and TEPPCO Unit II L.P. (3)   Amount presented for 2010 reflects the decrease in fair value attributable to changes in the service period from February 2016 to August 2010 (the liquidation date) for all of the Employee Partnerships. The reduction is attributable to the cash distributions that the Class B limited partners would not receive from each Employee Partnership as a result of the August 2010 liquidations.

Assumptions Used in Determining Fair Values of Employee Partnerships

The following table summarizes the assumptions we used in determining the Black-Scholes values for each Employee Partnership:

Employee Partnership	Expected Life of Award	Risk-Free Interest Rate	Expected Distribution Yield	Expected Unit Price Volatility
EPE Unit I	3 to 6 years	1.2% to 5.0%	3.0% to 6.7%	16.6% to 35.0%
EPE Unit II	4 to 6 years	1.6% to 4.4%	3.8% to 6.4%	18.7% to 31.7%
EPE Unit III	4 to 6 years	1.4% to 4.9%	4.0% to 6.4%	16.6% to 32.2%
Enterprise Unit	4 to 6 years	1.4% to 3.9%	4.5% to 8.4%	15.3% to 31.7%
EPCO Unit	4 to 6 years	1.6% to 2.4%	8.1% to 11.1%	27.0% to 50.0%