Equity-based Awards (Tables)

9 Months Ended

Sep. 30, 2012

Equity-based Awards [Abstract]

Equity-based Award Expense

An allocated portion of the fair value of EPCO's equity-based awards is charged to us under the ASA.  The following table summarizes the expense we recognized in connection with equity-based awards for the periods presented:

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2012		2011		2012		2011
Restricted common unit awards	$	13.8	$	11.9	$	44.3	$	35.4
Unit option awards		0.2		0.7		1.2		2.4
Other (1)		0.2		0.2		1.6		--
Total compensation expense	$	14.2	$	12.8	$	47.1	$	37.8
(1)   Primarily consists of unit appreciation rights ("UARs"), phantom units and similar awards.

Restricted Common Unit Awards

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

	Number of Units			Weighted- Average Grant Date Fair Value per Unit (1)
Restricted common units at December 31, 2011		3,868,216		$	34.22
Granted (2,3)		1,556,038		$	51.94
Vested (3)		(1,264,483	)	$	34.76
Forfeited		(225,390	)	$	40.05
Restricted common units at September 30, 2012		3,934,381		$	40.72
(1)   Determined by dividing the aggregate grant date fair value of awards (before an allowance for forfeitures) by the number of awards issued. (2)   The aggregate grant date fair value of restricted common unit awards issued in 2012 was $80.8 million based on a grant date market price ranging from $51.92 to $53.54 per unit. An estimated annual forfeiture rate of 3.25% was applied to these awards. (3)   Includes awards granted to the independent directors of the board of directors of Enterprise GP as part of their annual compensation for 2012. A total of 10,038 restricted common units were issued in February 2012 to the independent directors of Enterprise GP that immediately vested upon issuance.

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 the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2012		2011		2012		2011
Cash distributions paid to restricted common unit holders	$	2.5	$	2.4	$	7.9	$	7.2
Total intrinsic value of our restricted common unit awards that vested during period		1.5		2.3		64.2		37.5

Unit Option Activity

The fair value of each unit option award is estimated on the date of grant using a Black-Scholes option pricing model.  Compensation expense recorded in connection with unit option awards are based on the grant date fair value, net of an allowance for estimated forfeitures, over the requisite service or vesting period.  The following table presents unit option award activity for the period presented:

	Number of Units			Weighted- Average Strike Price (dollars/unit)		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (1)
Unit option awards at December 31, 2011		3,753,420		$	28.08		2.6	$	11.1
Exercised		(712,280	)	$	30.76
Forfeited		(250,000	)	$	27.45
Unit option awards at September 30, 2012		2,791,140		$	27.45		2.2	$	16.1
Options exercisable at September 30, 2012		--					--		--
(1)   Aggregate intrinsic value reflects fully vested unit options at the date indicated.

Supplemental Information Regarding Unit Options

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

	For the Three Months				For the Nine Months
	Ended September 30,				Ended September 30,
	2012		2011		2012		2011
Total intrinsic value of unit option awards exercised during period	$	--	$	--	$	14.0	$	--
Cash received from EPCO in connection with the exercise of unit option awards		--		--		10.2		--
Unit option-related reimbursements to EPCO		--		--		14.0		--