Business Combinations

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

Business Combinations

Note 10. Business Combinations

We had no business combination transactions during the years ended December 31, 2012 or 2011.  The following table presents cash used for business combinations for the year ended December 31, 2010 by business segment:

NGL Pipelines & Services	$	105.6
Onshore Natural Gas Pipelines & Services		1,111.1
Onshore Crude Oil Pipelines & Services		10.2
Petrochemical & Refined Products Services		87.0
Total	$	1,313.9

The following table summarizes our allocation of the total purchase prices paid in connection with our business combinations for 2010:

Assets acquired in business combinations:
Current assets	$	3.3
Property, plant and equipment, net		421.4
Intangible assets		907.6
Total assets acquired		1,332.3
Liabilities assumed in business combinations:
Current liabilities		(0.4	)
Long-term debt		(1.3	)
Other long-term liabilities		(0.9	)
Total liabilities assumed		(2.6	)
Total assets acquired plus liabilities assumed		1,329.7
Fair value of 2,329,639 of our units issued as consideration		99.7
Total cash used for business combinations		1,313.9
Residual Goodwill (see Note 11)	$	83.9

Apart from our acquisition of the State Line and Fairplay Natural Gas Gathering Systems (see below), on a pro forma consolidated basis, our revenues, costs and expenses, operating income, net income attributable to partners and earnings per unit amounts for 2010 would not have differed materially from those we reported for 2010 due to the immaterial nature of our other business combination transactions.

The following is a description of our business combination transactions during the year ended December 31, 2010:

State Line and Fairplay Natural Gas Gathering Systems.In May 2010, we acquired 100% ownership of the State Line and Fairplay natural gas gathering systems and related assets from M2 Midstream LLC for approximately $1.2 billion in cash.  These systems are located in northwest Louisiana and East Texas and gather and treat natural gas produced from the Haynesville/Bossier Shales and the Cotton Valley and Taylor Sand formations.  We used a portion of the net proceeds from our April 2010 equity offering, together with borrowings under EPO's former $1.75 Billion Multi-Year Revolving Credit Facility, to fund this acquisition.

On a combined basis, our revenues and net income from the State Line and Fairplay systems were $119.8 million and $14.4 million, respectively, for the eight months we owned these assets during 2010.

Since the effective date of the State Line and Fairplay acquisitions was May 1, 2010, our Statements of Consolidated Operations do not include earnings from these businesses prior to this date.  The following table presents selected unaudited pro forma earnings information for the year ended December 31, 2010 as if the acquisitions had been completed on January 1, 2010.  This pro forma information was prepared using historical financial data for the State Line and Fairplay systems and reflects certain estimates and assumptions made by our management.  Our unaudited pro forma financial information is not necessarily indicative of what our consolidated financial results would have been for the year ended December 31, 2010 had we acquired the State Line and Fairplay systems on January 1, 2010.

Pro forma earnings data:
Revenues	$	33,804.7
Costs and expenses		31,713.4
Operating income		2,153.3
Net income		1,388.2
Net income attributable to limited partners		321.0
Basic earnings per unit:
As reported basic units outstanding		274.5
Pro forma basic units outstanding		274.5
As reported basic earnings per unit	$	1.17
Pro forma basic earnings per unit	$	1.17
Diluted earnings per unit:
As reported diluted units outstanding		278.5
Pro forma diluted units outstanding		278.5
As reported diluted earnings per unit	$	1.15
Pro forma diluted earnings per unit	$	1.15

Marine Shipyard Business.  In November 2010, we acquired certain assets from Cenac Towing Co., L.L.C., Cenac Offshore, L.L.C., CTCO Marine Services, LLC and CTCO Shipyard of Louisiana, LLC relating to their shipyard operations in Louisiana and certain membership interests in CTCO of Texas, L.L.C. and Channelview Fleeting Services, LLC relating to shipyard operations in Texas.  Since entering into the marine transportation business in 2008, we paid the above entities for services to support our marine transportation business, including construction, repairs and maintenance, drydock and provisioning services.  Acquisition of these assets has resulted in cost savings for our marine fleet.

This transaction was valued at $141.9 million and the consideration consisted of $42.2 million in cash and $99.7 million of our common units (represented by approximately 2.3 million common units).  This business is part of our Petrochemical & Refined Products Services business segment.

Bigler Acquisition.  In November 2010, we acquired a facility located on the Houston Ship Channel for $38.5 million in cash that produces high-purity isobutylene and provides terminal services for refined products and petrochemicals.  This business is part of our Petrochemical & Refined Products Services business segment.

Other Transactions.In June 2010, we acquired a marine transportation business located in south Louisiana for $12.0 million in cash.  This business is engaged in crude oil gathering and included three tug boats and five barges that are part of our Petrochemical & Refined Products Services business segment.  In August 2010, we acquired a crude oil trucking business located in North Dakota for $4.0 million.  This business is part of our Onshore Crude Oil Pipelines & Services business segment.

See Note 15 for information regarding a September 2010 drop down transaction whereby we acquired ownership interests in EPCO's trucking business.