Equity and Distributions

9 Months Ended

Sep. 30, 2011

Equity and Distributions [Abstract]

Equity and Distributions

Note 11.  Equity and Distributions

Partners' Equity

Pre-Holdings Merger.  As discussed in Note 1, the historical comparative financial statements presented herein are the financial statements of Holdings for periods prior to the effective date of the Holdings Merger.  The following table summarizes changes in the number of Holdings' limited partner Units outstanding during the nine months ended September 30, 2010:

Balance, January 1, 2010	139,191,640
Issuance of Units to directors of the general partner of Holdings	3,424
Balance, September 30, 2010	139,195,064

Post-Holdings Merger.  On November 22, 2010, the 139,195,064 Holdings Units outstanding at the effective date of the Holdings Merger were converted into Enterprise common units at a ratio of 1.5 to one and, as a result, Holdings' unitholders received 208,813,454 Enterprise common units (net of 23 fractional Enterprise common units that were cashed out).

In addition, the historical noncontrolling interests of Holdings related to limited partner interests in Enterprise that were owned by third parties and related parties other than Holdings was reclassified to limited partners' equity at the effective date of the Holdings Merger.  See “Noncontrolling Interests” below for information regarding our noncontrolling interest holders.  Following the Holdings Merger, our partners' equity reflects the various classes of limited partner interests of Enterprise (e.g., common units (including restricted common units) and Class B units).

Post-Duncan Merger.  On September 7, 2011, the 24,036,950 Duncan Energy Partners common units outstanding, other than those beneficially owned by EPO, at the effective date of the Duncan Merger were converted into Enterprise common units at a ratio of 1.01 to one and, as a result, Duncan Energy Partners' unitholders received 24,277,310 Enterprise common units (net of 9 fractional Enterprise common units that were cashed out) as consideration in the Duncan Merger.  No Enterprise common units were issued to Enterprise or its subsidiaries as merger consideration. 

The following table summarizes changes in the number of Enterprise's outstanding units since December 31, 2010:

	Common  Units			Class B  Units		Treasury Units
Balance, December 31, 2010		843,681,572			4,520,431		--
Common units issued in connection with Duncan Merger		24,277,310			--		--
Common units issued in connection with DRIP and EUPP		1,694,292			--		--
Restricted common units issued		1,381,530			--		--
Forfeiture of restricted common units		(129,899	)		--		--
Acquisition of treasury units in connection with equity-based awards		(241,432	)		--		241,432
Cancellation of treasury units		--			--		(241,432	)
Other		(14,302	)		--		--
Balance, September 30, 2011		870,649,071			4,520,431		--

The Class B units are not entitled to receive regular quarterly cash distributions for the first sixteen quarters following the closing date of the TEPPCO Merger in October 2009.  The Class B units automatically convert into the same number of common units on the date immediately following the payment date for the sixteenth regular quarterly distribution following the closing date of the merger.  The Class B units are entitled to vote together with the common units as a single class on partnership matters and, except for the payment of distributions, have the same rights and privileges as our common units.

During the nine months ended September 30, 2011, 886,508 restricted common unit awards vested and converted to common units.  Of this amount, 241,432 were sold back to us by employees to cover related withholding tax requirements.  We cancelled such treasury units immediately upon acquisition.

We may issue additional equity or debt securities to assist us in meeting our future liquidity and capital spending requirements.  In July 2010, Enterprise, including EPO, filed a universal shelf registration statement (the “2010 Shelf”) with the SEC.  The 2010 Shelf allows Enterprise and EPO (on a standalone basis) to issue an unlimited amount of equity and debt securities, respectively.  EPO utilized the 2010 Shelf to issue its Senior Notes AA and BB in January 2011 and Senior Notes CC and DD in August 2011 (see Note 10).

Enterprise also has a registration statement on file with the SEC in connection with its distribution reinvestment plan (“DRIP”).  After taking into account limited partner units issued under this registration statement through September 30, 2011, Enterprise may issue an additional 26,806,721 common units under its DRIP.  The following table reflects the number of common units issued and the net cash proceeds received from Enterprise's DRIP during the nine months ended September 30, 2011:

	Number of  Common Units  Issued		Net Cash Proceeds
February 2011 issuance		474,706	$	19.6
May 2011 issuance		551,058		21.9
August 2011 issuance		582,387		22.0
Total		1,608,151	$	63.5

In May 2011, Enterprise's original employee unit purchase plan (“EUPP”) reached the maximum 1,200,000 common units permitted under the plan and was terminated.  A total of 86,141 common units were issued in 2011 under the EUPP, which generated net cash proceeds of $3.6 million.

In September 2011, in connection with the Duncan Merger, the Duncan Energy Partners EUPP was assumed by Enterprise and converted into a new Enterprise EUPP.  Enterprise filed a registration statement with the SEC authorizing the issuance of 440,879 common units under the assumed plan.  As of September 30, 2011, Enterprise had not issued any of its common units under this plan.

Net cash proceeds received from Enterprise's DRIP and terminated EUPP were used to temporarily reduce borrowings outstanding under EPO's revolving credit facilities and for general partnership purposes.

Accumulated Other Comprehensive Income (Loss)

Our accumulated other comprehensive income (loss) amounts primarily include the effective portion of the gain or loss on derivative instruments designated and qualified as cash flow hedges.  Amounts accumulated in other comprehensive income (loss) related to cash flow hedges are reclassified into earnings in the same period(s) in which the underlying hedged forecasted transactions affect earnings.  If it becomes probable that a forecasted transaction will not occur, the related net gain or loss in accumulated other comprehensive income (loss) must be immediately reclassified into earnings.

The following table presents the components of accumulated other comprehensive income (loss) as reported on our Unaudited Condensed Consolidated Balance Sheets at the dates indicated:

	September 30,			December 31,
	2011			2010
Commodity derivative instruments (1)	$	(32.2	)	$	(31.8	)
Interest rate derivative instruments (1)		(303.6	)		(2.1	)
Foreign currency translation adjustment (2)		1.7			1.7
Pension and postretirement benefit plans		(1.0	)		(0.4	)
Proportionate share of other comprehensive loss of Energy Transfer Equity		(1.7	)		(1.0	)
Subtotal		(336.8	)		(33.6	)
Amounts attributable to noncontrolling interests		--			1.1
Total accumulated other comprehensive loss in partners' equity	$	(336.8	)	$	(32.5	)
(1)   See Note 4 for additional information regarding these components of accumulated other comprehensive income (loss). (2)   Relates to transactions of our Canadian NGL marketing subsidiary.

Noncontrolling Interests

For periods prior to the Holdings Merger, the portion of the income of Enterprise attributable to its limited partner interests owned by third parties and related parties other than Holdings is included in net income attributable to noncontrolling interests as presented on our Unaudited Condensed Statements of Consolidated Operations.  Additionally, cash distributions paid to and cash contributions received from the limited partners of Enterprise other than Holdings are reflected as a component of cash distributions paid to and cash contributions received from noncontrolling interests, as appropriate.

The following table presents the components of noncontrolling interests as presented on our Unaudited Condensed Consolidated Balance Sheets at the dates indicated:

	September 30,		December 31,
	2011		2010
Former owners of Duncan Energy Partners	$	--	$	412.1
Joint venture partners (1)		112.8		115.6
Accumulated other comprehensive loss attributable to noncontrolling interests		--		(1.1	)
Total noncontrolling interests	$	112.8	$	526.6
(1)   Represents third-party ownership interests in joint ventures that we consolidate, including Seminole Pipeline Company, Tri-States NGL Pipeline L.L.C., Independence Hub LLC, Rio Grande Pipeline Company, and Wilprise Pipeline Company LLC.

The following table presents the components of net income attributable to noncontrolling interests as presented on our Unaudited Condensed Statements of Consolidated Operations for the periods presented:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2011		2010		2011		2010
Limited partners of Enterprise	$	--	$	296.6	$	--	$	887.3
Former owners of Duncan Energy Partners		3.6		8.5		20.9		26.8
Joint venture partners		4.5		5.5		15.8		19.3
Total	$	8.1	$	310.6	$	36.7	$	933.4

The following table presents cash distributions paid to and cash contributions received from noncontrolling interests as presented on our Unaudited Condensed Statements of Consolidated Cash Flows and Statements of Consolidated Equity for the periods presented:

	For the Nine Months Ended September 30,
	2011		2010
Cash distributions paid to noncontrolling interests:
Limited partners of Enterprise	$	--	$	1,045.0
Former owners of Duncan Energy Partners		32.9		32.1
Joint venture partners		19.1		21.9
Total cash distributions paid to noncontrolling interests	$	52.0	$	1,099.0
Cash contributions from noncontrolling interests:
Limited partners of Enterprise	$	--	$	1,031.6
Former owners of Duncan Energy Partners		2.6		1.2
Joint venture partners		2.1		1.6
Total cash contributions from noncontrolling interests	$	4.7	$	1,034.4

Cash distributions paid to the limited partners of Enterprise (prior to the Holdings Merger) and former owners of Duncan Energy Partners represent the quarterly cash distributions paid by these entities to their unitholders, excluding amounts paid to Holdings that were eliminated in the preparation of our consolidated financial statements.  Similarly, cash contributions received from the limited partners of Enterprise (prior to the Holdings Merger) and former owners of Duncan Energy Partners represent net cash proceeds each entity received from the issuance of limited partner units, excluding contributions made by Holdings that were eliminated in consolidation.

Cash Distributions

The following table presents our declared quarterly cash distribution rates with respect to the quarters indicated:

	Distribution Per Common Unit		Record Date	Payment Date
2011
1st Quarter	$	0.5975	04/29/11	05/06/11
2nd Quarter	$	0.6050	07/29/11	08/10/11
3rd Quarter	$	0.6125	10/31/11	11/09/11

The quarterly cash distributions paid on May 6, 2011, August 10, 2011 and November 9, 2011 exclude 30,610,000 Designated Units (see Note 1).