Business Combinations (Tables)

12 Months Ended

Dec. 31, 2016

Allocation of Total Purchase Prices Paid in Connection with Business Combinations

We engaged an independent third party business valuation expert to assist us in estimating the fair values of the tangible and intangible assets of EFS Midstream. The following table summarizes our final purchase price allocation for the EFS Midstream acquisition:

Consideration:
Cash	$	1,069.9
Accrued liability related to EFS Midstream acquisition		986.6
Total consideration	$	2,056.5

Identifiable assets acquired in business combination:
Current assets, including cash of $13.4 million	$	64.0
Property, plant and equipment		636.0
Customer relationship intangible assets (see Note 7)		1,409.8
Total assets acquired		2,109.8
Liabilities assumed in business combination:
Current liabilities		(9.6	)
Long-term debt		(125.0	)
Other long-term liabilities		(1.3	)
Total liabilities assumed		(135.9	)
Total assets acquired less liabilities assumed		1,973.9
Total consideration given for EFS Midstream		2,056.5
Goodwill (see Note 7)	$	82.6

We engaged an independent third party business valuation expert to assist us in estimating the fair values of the tangible and intangible assets of Oiltanking. The following table summarizes our final purchase price allocation for the Oiltanking acquisition:

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		1,192.4
Contract-based intangible assets		297.5
IDRs (2)		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)		(230.0	)
Total liabilities assumed		(538.1	)
Noncontrolling interest in Oiltanking (4)		(1,397.2	)
Total assets acquired less liabilities assumed and noncontrolling interest		2,389.5
Total consideration given for ownership interests in Oiltanking in Step 1		4,609.8
Goodwill (see Note 7)	$	2,220.3

(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 our common units of $39.62 per unit on the acquisition date. (2)The IDRs represented contractual rights to future cash incentive distributions to be paid by Oiltanking. These rights were granted to Oiltanking GP under the terms of Oiltanking’s partnership agreement. Oiltanking GP could separate and sell the IDRs independent of its other residual general partner interest in Oiltanking. In February 2015 (following completion of Step 2 of the Oiltanking acquisition), the Oiltanking IDRs were cancelled and the carrying value of this intangible asset was reclassified to goodwill. (3)In connection with Step 1, we entered into the Liquidity Option Agreement with OTA and Marquard & Bahls (“M&B”, a German corporation and ultimate parent company of OTA). Other long-term liabilities include our initial $219.7 million estimated fair value for the Liquidity Option Agreement (see Note 17). (4)From an accounting perspective, Enterprise acquired control of Oiltanking as a result of completing Step 1. 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 of $49.32 per unit on that date.

Unaudited Pro Forma Earnings Information

Since the effective date of the EFS Midstream acquisition was July 1, 2015, our Statements of Consolidated Operations do not include earnings from this business prior to this date. The following table presents selected unaudited pro forma earnings information for the year ended December 31, 2015 as if the acquisition had been completed on January 1, 2014. This pro forma information was prepared using historical financial data for EFS Midstream 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, 2015 had we acquired EFS Midstream on January 1, 2014.

	For the Year Ended December 31,
	2015		2014
Pro forma earnings data:
Revenues	$	27,148.5	$	48,180.4
Costs and expenses		23,937.1		44,583.6
Operating income		3,585.0		3,856.3
Net income		2,594.4		2,896.1
Net income attributable to noncontrolling interests		37.2		46.1
Net income attributable to limited partners		2,557.2		2,850.0

Basic earnings per unit:
As reported basic earnings per unit	$	1.28	$	1.51
Pro forma basic earnings per unit	$	1.30	$	1.54
Diluted earnings per unit:
As reported diluted earnings per unit	$	1.26	$	1.47
Pro forma diluted earnings per unit	$	1.28	$	1.50

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 this business prior to this date. The following table presents selected unaudited pro forma earnings information for the year ended December 31, 2014 as if the acquisition had been completed on January 1, 2014. 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 year ended December 31, 2014 had we acquired Oiltanking on January 1, 2014.

Pro forma earnings data:
Revenues	$	48,087.5
Costs and expenses		44,509.0
Operating income		3,838.0
Net income		2,877.5
Net income attributable to noncontrolling interests		75.0
Net income attributable to limited partners		2,802.5

Basic earnings per unit:
As reported basic units outstanding		1,848.7
Pro forma basic units outstanding		1,903.5
As reported basic earnings per unit	$	1.51
Pro forma basic earnings per unit	$	1.47
Diluted earnings per unit:
As reported diluted units outstanding		1,895.2
Pro forma diluted units outstanding		1,950.0
As reported diluted earnings per unit	$	1.47
Pro forma diluted earnings per unit	$	1.44