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Partnership Operations, Organization and Basis of Presentation | 12 Months Ended
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Dec. 31, 2012
Partnership Operations, Organization and Basis of Presentation [Abstract] |
Partnership Operations, Organization and Basis of Presentation | Note 1. Partnership Operations, Organization and Basis of Presentation General We are a publicly traded Delaware limited partnership, the common units of which are listed on the New York Stock Exchange ("NYSE") under the ticker symbol "EPD." We were formed in April 1998 to own and operate certain natural gas liquids ("NGLs") related businesses of EPCO and are now a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs, crude oil, refined products and petrochemicals. Our integrated midstream energy asset network links producers of natural gas, NGLs and crude oil from some of the largest supply basins in the United States ("U.S."), Canada and the Gulf of Mexico with domestic consumers and international markets. Our midstream energy operations include: natural gas gathering, treating, processing, transportation and storage; NGL transportation, fractionation, storage, and import and export terminals; crude oil gathering and transportation, storage and terminals; offshore production platforms; petrochemical and refined products transportation and services; and a marine transportation business that operates primarily on the U.S. inland and Intracoastal Waterway systems and in the Gulf of Mexico. Our assets include approximately 50,000 miles of onshore and offshore pipelines; 200 million barrels ("MMBbls") of storage capacity for NGLs, petrochemicals, refined products and crude oil; and 14 billion cubic feet ("Bcf") of natural gas storage capacity. In addition, our asset portfolio includes 24 natural gas processing plants, 21 NGL and propylene fractionators, six offshore hub platforms located in the Gulf of Mexico, a butane isomerization complex, NGL import and export terminals, and octane enhancement and high-purity isobutylene production facilities. We have five reportable business segments: (i) NGL Pipelines & Services; (ii) Onshore Natural Gas Pipelines & Services; (iii) Onshore Crude Oil Pipelines & Services; (iv) Offshore Pipelines & Services; and (v) Petrochemical & Refined Products Services. All activities included in our former sixth reportable business segment, Other Investments, ceased on January 18, 2012, which was the date we discontinued using the equity method to account for our previously held investment in Energy Transfer Equity (see "Liquidation of Investment in Energy Transfer Equity" under Note 9). We are 100% owned by our limited partners from an economic perspective. We are managed and controlled by Enterprise GP, which has a non-economic general partner interest in us. We, Enterprise GP, EPCO and Dan Duncan LLC are affiliates under the collective common control of the DD LLC Trustees and the EPCO Trustees. We have no employees. All of our operating functions and general and administrative support services are provided by employees of EPCO pursuant to an administrative services agreement (the "ASA") or by other service providers. See Note 15 for information regarding the ASA and other related party matters. Completion of Duncan Merger in September 2011 Duncan Energy Partners L.P. ("Duncan Energy Partners") was formed by Enterprise Products Partners in September 2006 and completed its initial public offering in February 2007 (NYSE: DEP). Duncan Energy Partners was under common control with Enterprise by affiliates of EPCO and its business purpose was to acquire, own and operate midstream energy assets. On April 28, 2011, we, our general partner, EPD MergerCo LLC ("Duncan MergerCo," our wholly owned subsidiary), Duncan Energy Partners and DEP Holdings, LLC ("DEP GP," the general partner of Duncan Energy Partners) entered into a definitive merger agreement (the "Duncan Merger Agreement"). On September 7, 2011, the Duncan Merger Agreement was approved by the unitholders of Duncan Energy Partners and the merger of Duncan MergerCo with and into Duncan Energy Partners and related transactions were completed, with Duncan Energy Partners surviving such merger as our wholly owned subsidiary (collectively, we refer to these transactions as the "Duncan Merger"). Each issued and outstanding common unit of Duncan Energy Partners was cancelled and converted into the right to receive our limited partner common units based on an exchange ratio of 1.01 Enterprise common units for each Duncan Energy Partners common unit. We issued 24,277,310 of our common units (net of fractional common units cashed out) to the former public unitholders of Duncan Energy Partners as consideration in the Duncan Merger. We did not issue any common units as merger consideration to our subsidiaries that owned limited partner interests in Duncan Energy Partners. Since we historically consolidated Duncan Energy Partners for financial reporting purposes, the Duncan Merger did not change the basis of presentation of our historical financial statements. Completion of Holdings Merger in November 2010 and related impact on the Basis of Presentation of Our Consolidated Financial Statements Enterprise GP Holdings L.P. ("Holdings") was formed in April 2005 and completed its initial public offering in August 2005 (NYSE: EPE). The business purpose of Holdings was to own general and limited partner interests of publicly traded partnerships engaged in the midstream energy industry. Among its investments, Holdings owned Enterprise's general partner and was under common control with Enterprise by affiliates of EPCO. On September 3, 2010, Holdings, Enterprise, Enterprise GP, Enterprise Products GP, LLC ("EPGP," the former general partner of Enterprise) and Enterprise ETE LLC ("Holdings MergerCo," our wholly owned subsidiary) entered into a merger agreement (the "Holdings Merger Agreement"). On November 22, 2010, the Holdings Merger Agreement was approved by the unitholders of Holdings and the merger of Holdings with and into Holdings MergerCo and related transactions were completed, with Holdings MergerCo surviving such merger (collectively, we refer to these transactions as the "Holdings Merger"). Enterprise's membership interests in Holdings MergerCo were subsequently contributed to EPO. As a result of completing the Holdings Merger, Enterprise GP, which had previously been the general partner of Holdings ("Holdings GP"), became Enterprise's general partner. At the effective time of the Holdings Merger, each issued and outstanding unit representing limited partner interests in Holdings was cancelled and converted into the right to receive our common units based on an exchange ratio of 1.5 Enterprise common units for each Holdings unit. We issued an aggregate of 208,813,454 of our common units (net of fractional common units cashed out) as consideration in the Holdings Merger and, immediately after the merger, cancelled 21,563,177 of our common units previously owned by Holdings. In addition, Enterprise's partnership agreement was amended and restated to provide for the cancellation of its general partner's 2% economic interest and incentive distribution rights in Enterprise. In connection with the Holdings Merger, a privately held affiliate of EPCO agreed to temporarily waive the regular quarterly cash distributions it would otherwise receive from us with respect to a certain number of our common units it owns (the "Designated Units"). The temporary distribution waiver remains in effect for five years following the November 22, 2010 closing date of the Holdings Merger. The number of Designated Units to which the temporary distribution waiver applies is as follows for distributions paid or to be paid, if any, during the following calendar years: 30,610,000 during 2011; 26,130,000 during 2012; 23,700,000 during 2013; 22,560,000 during 2014; and 17,690,000 during 2015. For example, distributions paid to partners during calendar year 2012 excluded 26,130,000 Designated Units; however, distributions to be paid during calendar year 2013 will exclude 23,700,000 Designated Units. Prior to the Holdings Merger, Enterprise was a consolidated subsidiary of Holdings, which was Enterprise's parent. Upon completion of the Holdings Merger, Holdings merged with and into a wholly owned subsidiary of Enterprise. The Holdings Merger resulted in Holdings being considered the surviving consolidated entity for accounting purposes, while Enterprise is the surviving consolidated entity for legal and reporting purposes. For accounting purposes, Holdings is deemed the acquirer of the noncontrolling interests in Enterprise that were previously recognized in Holdings' consolidated financial statements (i.e., the acquisition of Enterprise's limited partner interests that were owned by parties other than Holdings). While it was a publicly traded partnership, Holdings (NYSE: EPE) electronically filed its annual and quarterly consolidated financial statements with the SEC. You can access this information at www.sec.gov. As a result of the Holdings Merger, Enterprise's consolidated financial and operating results prior to November 22, 2010 have been presented as if it were Holdings from an accounting perspective (i.e., the financial statements of Holdings became the historical financial statements of Enterprise). The primary differences between Holdings' and Enterprise's consolidated results of operations were: (i) general and administrative costs incurred by Holdings and EPGP (Enterprise's former general partner); (ii) equity in income of Holdings' noncontrolling ownership interests in Energy Transfer Equity; and (iii) interest expense associated with Holdings' debt. In addition, for periods prior to November 22, 2010, the net assets, income, cash distributions and contributions and other amounts attributable to Enterprise's limited partner interests that were owned by third parties and related parties other than Holdings are presented as a component of noncontrolling interests. See Note 13 for additional information regarding noncontrolling interests. Limited partner units outstanding and earnings per unit amounts presented in these consolidated financial statements for periods prior to the Holdings Merger have been retroactively adjusted to reflect the 1.5 to one unit-for-unit exchange that occurred in connection with the Holdings Merger. See Note 17 for additional information regarding our earnings per unit amounts.

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