Acquisition of Oiltanking Partners, L.P. (Tables)

12 Months Ended

Dec. 31, 2014

Allocation of Total Purchase Prices Paid in Connection with Business Combinations

The following table summarizes the consideration paid in Step 1 of the Oiltanking acquisition and the amounts of the assets acquired and liabilities assumed at the acquisition date, as well as the fair value of the noncontrolling interest in Oiltanking at October 1, 2014.

Consideration:
Cash	$	2,438.3
Equity instruments (54,807,352 common units of Enterprise) (1)		2,171.5
Fair value of total consideration transferred in Step 1	$	4,609.8

Identifiable assets acquired in business combination:
Current assets, including cash of $21.5 million	$	68.0
Property, plant and equipment		1,080.1
Identifiable intangible assets:
Customer relationship intangible assets (2)		1,192.4
Contract-based intangible assets (2)		297.5
IDRs		1,459.2
Total identifiable intangible assets		2,949.1
Other assets		227.6
Total assets acquired		4,324.8
Liabilities assumed in business combination:
Current liabilities		(84.8	)
Long-term debt		(223.3	)
Other long-term liabilities (3)		(129.7	)
Total liabilities assumed		(437.8	)
Noncontrolling interest in Oiltanking (4)		(1,397.2	)
Total assets acquired less liabilities assumed and noncontrolling interest		2,489.8
Total consideration given for ownership interests in Oiltanking in Step 1		4,609.8
Goodwill	$	2,120.0

(1) The fair value of the equity-based consideration paid in connection with Step 1 of the Oiltanking acquisition was based on the closing market price of Enterprise's common units of $39.62 per unit on the acquisition date. (2) The weighted-average amortization period for the customer relationship intangible assets is 29 years and for the contract-based intangible assets is six years. (3) Other long-term liabilities includes $119.4 million for the Liquidity Option Agreement. The fair value assigned to the Liquidity Option Agreement is provisional pending completion of certain tax-related computations. See Note 18 for information regarding this agreement. (4) From an accounting perspective, Enterprise acquired control of Oiltanking as a result of completing Step 1. In accordance with ASC 805, Business Combinations, the estimated fair value of Oiltanking's common units held by parties other than Enterprise following Step 1 (i.e., the "noncontrolling interest") is based on 28,328,890 common units held by third parties on October 1, 2014 multiplied by the closing unit price for Oiltanking common units on that date of $49.32 per unit.

Oiltanking IDR Distribution Targets

The IDRs of Oiltanking are held by its general partner. The IDRs allow the holder to participate in increasing levels of cash distributions after a minimum quarterly distribution exceeds specified target levels. To value the IDRs, we relied on the discounted cash flow method under the income approach. A discount rate of approximately 8.5% was applied to the projected cash flows. With respect to Oiltanking, its IDRs provide that if cash distributions to unitholders exceed approximately $0.1940625 per unit, cash distributions to unitholders and the general partner would be paid according to the following allocations:

		Marginal Percentage Interest in Distributions
	Total Quarterly Distribution Per Unit Target Amount	Unitholders	General Partner
Minimum quarterly distribution	$0.16875	98%	2%
First target distribution	above $0.16875 up to $0.1940625	98%	2%
Second target distribution	above $0.1940625 up to $0.2109375	85%	15%
Third target distribution	above $0.2109375 up to $0.253125	75%	25%
Thereafter	above $0.253125	50%	50%

Unaudited Pro Forma Earnings Information

Since the effective date of Step 1 of the Oiltanking acquisition was October 1, 2014, 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 years ended December 31, 2014 and 2013 as if the acquisition had been completed on January 1, 2013. This pro forma information was prepared using historical financial data for Oiltanking 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 years ended December 31, 2014 and 2013 had we acquired Oiltanking on January 1, 2013.

	For Year Ended December 31,
	2014		2013
Pro forma earnings data:
Revenues	$	48,087.5	$	47,875.7
Costs and expenses		44,509.0		44,522.3
Operating income		3,838.0		3,520.7
Net income		2,877.5		2,632.8
Net income attributable to noncontrolling interest		75.0		39.5
Net income attributable to limited partners		2,802.5		2,593.3

Basic earnings per unit:
As reported basic units outstanding		1,848.7		1,788.0
Pro forma basic units outstanding		1,903.5		1,842.8
As reported basic earnings per unit	$	1.51	$	1.45
Pro forma basic earnings per unit	$	1.47	$	1.41
Diluted earnings per unit:
As reported diluted units outstanding		1,895.2		1,842.6
Pro forma diluted units outstanding		1,950.0		1,897.4
As reported diluted earnings per unit	$	1.47	$	1.41
Pro forma diluted earnings per unit	$	1.44	$	1.37

- Definition

Tabular disclosure of incentive payments in cash or stock or units paid during the accounting period to managing members or general partners of a limited liability corporation or limited partnership, as governed by the operating or partnership agreement. Disclosure may include identification of recipient, payments made, minimum distribution level, date payments are received, distributions per unit and per year, subsequent distribution amount and date.

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