Note 15. Related Party Transactions

The following table summarizes our related party transactions for the periods indicated:

	For the Year Ended December 31,
	2015		2014		2013
Revenues – related parties:
Unconsolidated affiliates	$	72.3	$	71.5	$	65.9
Costs and expenses – related parties:
EPCO and its privately held affiliates	$	949.3	$	939.9	$	892.2
Unconsolidated affiliates		245.3		183.0		160.0
Total	$	1,194.6	$	1,122.9	$	1,052.2

The following table summarizes our related party accounts receivable and accounts payable balances at the dates indicated:

	December 31,
	2015		2014
Accounts receivable - related parties:
Unconsolidated affiliates	$	1.2	$	2.8

Accounts payable - related parties:
EPCO and its privately held affiliates	$	75.6	$	98.1
Unconsolidated affiliates		8.5		20.8
Total	$	84.1	$	118.9

We believe that the terms and provisions of our related party agreements are fair to us; however, such agreements and transactions may not be as favorable to us as we could have obtained from unaffiliated third parties.

Relationship with EPCO and Affiliates

We have an extensive and ongoing relationship with EPCO and its privately held affiliates (including Enterprise GP, our general partner), which are not a part of our consolidated group of companies.

At December 31, 2015, EPCO and its privately held affiliates (including Dan Duncan LLC and certain Duncan family trusts) beneficially owned the following limited partner interests in us:

Total Number of Units	Percentage of Total Units Outstanding
677,159,667	33.6%

Of the total number of units held by EPCO and its privately held affiliates, 118,000,000 have been pledged as security under the credit facilities of certain of the privately held affiliates at December 31, 2015. These credit facilities contain customary and other events of default, including defaults by us and other affiliates of EPCO. An event of default, followed by a foreclosure on the pledged collateral, could ultimately result in a change in ownership of these units and affect the market price of our common units.

We and Enterprise GP are both separate legal entities apart from each other and apart from EPCO and its other affiliates, with assets and liabilities that are also separate from those of EPCO and its other affiliates. EPCO and its privately held affiliates depend on the cash distributions they receive from us and other investments to fund their other activities and to meet their debt obligations. During the years ended December 31, 2015, 2014 and 2013, we paid EPCO and its privately held affiliates cash distributions totaling $948.3 million, $877.0 million and $811.4 million, respectively. Distributions paid during the years ended December 31, 2015, 2014 and 2013 excluded 35,380,000, 45,120,000 and 47,400,000 Designated Units, respectively (see Note 9).

From time-to-time, EPCO and its privately held affiliates elect to reinvest a portion of the cash distributions received from us into the purchase of additional common units under our DRIP. These purchases totaled $100 million for each of the years ended December 31, 2015 and 2014. In March 2015, a privately held affiliate of EPCO purchased 3,225,057 common units from us under our ATM program for $31.01 per unit.

In January 2016, privately held affiliates of EPCO purchased 3,830,256 common units from us under our ATM program, generating gross proceeds of $100 million. In February 2016, privately held affiliates of EPCO reinvested an additional $100 million in us, resulting in the issuance of 4,481,504 of our common units under our DRIP. See Note 9 for additional information regarding our DRIP and ATM program.

We lease office space from affiliates of EPCO. The rental rates in these lease agreements approximate market rates.

EPCO ASA. We have no employees. All of our operating functions and general and administrative support services are provided by employees of EPCO pursuant to the ASA or by other service providers. We and our general partner are parties to the ASA. The significant terms of the ASA are as follows:



EPCO will provide selling, general and administrative services and management and operating services as may be necessary to manage and operate our businesses, properties and assets (all in accordance with prudent industry practices). EPCO will employ or otherwise retain the services of such personnel.



We are required to reimburse EPCO for its services in an amount equal to the sum of all costs and expenses incurred by EPCO which are directly or indirectly related to our business or activities (including expenses reasonably allocated to us by EPCO). In addition, we have agreed to pay all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time with respect to the services provided to us by EPCO.

	EPCO will allow us to participate as a named insured in its overall insurance program, with the associated premiums and other costs being allocated to us. See Note 18 for additional information regarding our insurance programs.

Our operating costs and expenses include amounts paid to EPCO for the costs it incurs to operate our facilities, including the compensation of its employees. We reimburse EPCO for actual direct and indirect expenses it incurs related to the operation of our assets. Likewise, our general and administrative costs include amounts paid to EPCO for administrative services, including the compensation of its employees. In general, our reimbursement to EPCO for administrative services is either (i) on an actual basis for direct expenses it may incur on our behalf (e.g., the purchase of office supplies) or (ii) based on an allocation of such charges between the various parties to the ASA based on the estimated use of such services by each party (e.g., the allocation of legal or accounting salaries based on estimates of time spent on each entity's business and affairs).

The following table presents our related party costs and expenses attributable to the ASA with EPCO for the periods indicated:

	For the Year Ended December 31,
	2015		2014		2013
Operating costs and expenses	$	826.4	$	801.6	$	770.6
General and administrative expenses		105.2		121.7		105.2
Total costs and expenses	$	931.6	$	923.3	$	875.8

Since the vast majority of such expenses are charged to us on an actual basis (i.e., no mark-up or subsidy is charged or received by EPCO), we believe that such expenses are representative of what the amounts would have been on a standalone basis. With respect to allocated costs, we believe that the proportional direct allocation method employed by EPCO is reasonable and reflective of the estimated level of costs we would have incurred on a standalone basis.

Relationships with Unconsolidated Affiliates

Many of our unconsolidated affiliates perform supporting or complementary roles to our other business operations. The following information summarizes significant related party transactions with our current unconsolidated affiliates:



For the years ended December 31, 2015, 2014 and 2013, we paid Seaway $175.8 million, $130.8 million and $132.4 million, respectively, for pipeline transportation and storage services in connection with our crude oil marketing activities. Revenues from Seaway were $47.7 million, $29.4 million and $41.3 million for the years ended December 31, 2015, 2014 and 2013, respectively.



We pay Promix for the transportation, storage and fractionation of NGLs. In addition, we sell natural gas to Promix for its plant fuel requirements. Revenues from Promix were $8.8 million, $11.1 million and $9.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. Expenses with Promix were $24.9 million, $25.8 million and $28.1 million for the years ended December 31, 2015, 2014 and 2013, respectively.

	For the years ended December 31, 2015, 2014 and 2013, we paid Eagle Ford Crude Oil Pipeline $39.4 million, $25.8 million and $5.4 million, respectively, for crude oil transportation.

	We perform management services for certain of our unconsolidated affiliates. We charged such affiliates $19.1 million, $24.5 million and $21.8 million for the years ended December 31, 2015, 2014 and 2013, respectively.