Equity-based Awards (Tables)

12 Months Ended

Dec. 31, 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 Year Ended December 31,
	2012		2011		2010
Restricted common unit awards	$	57.0	$	47.5	$	31.5
Unit option awards		1.3		3.1		3.4
Other (1)		1.7		0.3		35.5
Total compensation expense	$	60.0	$	50.9	$	70.4
(1)   Primarily consists of unit appreciation rights ("UARs"), phantom units and similar awards. Also, the amounts presented for 2010 include $31.3 million of 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, 2009		2,720,882		$	27.70
Granted (2,5)		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 (3,6)		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
Granted (4,7)		1,588,738		$	51.96
Vested (7)		(1,316,603	)	$	34.80
Forfeited		(246,865	)	$	40.43
Restricted common units at December 31, 2012		3,893,486		$	40.87
Duncan Energy Partners restricted common unit awards:
Restricted common units at December 31, 2009		--		$	--
Granted (5,8)		6,348		$	25.26
Vested (5)		(6,348	)	$	25.26
Restricted common units at December 31, 2010		--		$	--
Granted (6,9)		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 (5,10)		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. (2)   The 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. (3)   The 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. (4)   The aggregate grant date fair value of restricted common unit awards issued during 2012 was $82.5 million based on a grant date market price of our common units ranging from $51.92 to $53.54 per unit. An estimated annual forfeiture rate of 3.25% 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, which 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, which immediately vested upon issuance. (7)   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 unit awards were issued in February 2012 to the independent directors of Enterprise GP, which immediately vested upon issuance. (8)   The 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. (9)   The 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. (10)The 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,
	2012		2011		2010
Cash distributions paid to restricted common unit holders	$	10.5	$	9.6	$	8.0
Total intrinsic value of our restricted common unit awards that vested during period	$	67.0	$	39.1	$	13.9

Unit Option Activity

The following table presents unit option award 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 option awards at December 31, 2009		3,825,920		$	26.52
Granted (2)		785,000		$	32.26
Exercised		(857,500	)	$	24.98
Unit option awards at December 31, 2010 and 2011		3,753,420		$	28.08
Exercised		(742,280	)	$	30.77
Forfeited		(250,000	)	$	27.45
Unit option awards at December 31, 2012 (3,4)		2,761,140		$	27.41		2.0	$	13.0
(1)   Aggregate intrinsic value reflects fully vested unit option awards at the date indicated. (2)   Aggregate grant date fair value of these unit option awards 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. (3)   At December 31, 2012 and 2011, we were committed to issue 2,761,140 and 3,753,420, respectively, of our common units if all outstanding unit option awards were exercised. Option awards outstanding at December 31, 2012 include 676,000 awards that vested during 2012 and became exercisable beginning in February 2013. Of the remaining outstanding option awards at December 31, 2012, 1,390,140 and 695,000 will vest in 2013 and 2014, respectively. These unit option awards become exercisable in the calendar year following the year in which they vest. (4)   None of the unit option awards outstanding at December 31, 2012, 2011 and 2010 were exercisable.

Supplemental Information Regarding Unit Options

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

	For Year Ended December 31,
	2012		2011		2010
Total intrinsic value of unit option awards exercised during period	$	14.6	$	--	$	10.6
Cash received from EPCO in connection with the exercise of unit option awards (1)	$	10.2	$	--	$	7.2
Unit option-related cash reimbursements to EPCO (1)	$	14.0	$	--	$	10.6
(1)    For the year ended December 31, 2012, we classified cash receipts from EPCO and reimbursements to EPCO related to the exercise of unit options as a component of other financing activities on our Statement of Consolidated Cash Flows.  For comparative purposes, amounts for 2010 have been reclassified to conform to the current year presentation.  The reclassification of 2010 amounts had no effect on previously reported cash provided by financing activities for that year.

Unit Appreciation Rights Activity

UARs entitle the recipient to receive a cash payment on the vesting date of the award equal to the excess, if any, of the then current fair market value of our common units over the grant date fair value of the award.  UARs are accounted for as liability awards.  The following table presents UAR activity for the periods presented:

	UARs Based on Units of
	Enterprise			Holdings			Total
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 (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
Vested		(107,328	)		--			(107,328	)
UARs at December 31, 2012		--			--			--
(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.