Note 13. 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 periods presented. Changes in Holdings' limited partners' equity for these periods are presented on our Statements of Consolidated Equity.

			Class C
	Units		Units
Balance, December 31, 2008		123,191,640		16,000,000
Conversion of Class C units to units		16,000,000		(16,000,000	)
Balance, December 31, 2009		139,191,640		--
Restricted common units granted and immediately vested		3,424		--
Balance, November 21, 2010		139,195,064		--

Holdings' units represented limited partner interests, which gave the holders thereof the right to participate in cash distributions and to exercise the other rights or privileges available to them under Holdings' partnership agreement (the “Holdings Partnership Agreement”). In accordance with Holdings Partnership Agreement, capital accounts were maintained for Holdings' general partner and limited partners. Earnings and cash distributions were allocated to holders of Holdings units in accordance with their respective percentage interests.

In May 2007, Holdings issued 16,000,000 Class C units to private company affiliates of EPCO in connection with their contribution of 4,400,000 common units representing limited partner interests of TEPPCO and 100% of the general partner interest of TEPPCO GP. In February 2009, all of the Holdings Class C units were converted to Holdings units on a one-to-one basis. For financial accounting purposes, the Class C units were not allocated any portion of net income until their conversion into Holdings units (the Class C units were non-participating in current and undistributed earnings prior to conversion). The Holdings units into which the Class C units converted were eligible to receive cash distributions beginning with the distribution paid in May 2009.

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 Enterprise common units to each Holdings unit and, as a result, Holdings' unitholders received 208,813,454 Enterprise common units (net of 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 Enterprise common units to each Duncan common unit and, as a result, Duncan Energy Partners' unitholders received 24,277,310 Enterprise common units (net of 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, 2008:

	Common Units			Class B Units		Treasury Units
Balance, December 31, 2008		441,435,331			--		--
Common units issued in connection with underwritten offerings		18,927,500			--		--
Common units issued in connection with private placement		5,940,594			--		--
Common units issued in connection with the TEPPCO Merger		126,624,302			--		--
Class B units issued in connection with the TEPPCO Merger		--			4,520,431		--
Common units issued in connection with DRIP and EUPP		12,089,920			--		--
Restricted common units issued		1,025,650			--		--
Restricted common units issued in connection with the TEPPCO Merger		308,016			--		--
Forfeiture of restricted common units		(411,884	)		--		--
Common units issued in connection with equity-based awards		59,638			--		--
Acquisition of treasury units in connection with equity-based awards		(75,357	)		--		75,357
Cancellation of treasury units		--			--		(75,357	)
Balance, December 31, 2009		605,923,710			4,520,431		--
Common units issued in connection with underwritten offerings		37,950,000			--		--
Common units issued in connection with the Holdings Merger		208,813,454			--		--
Common units cancelled in connection with the Holdings Merger		(21,563,177	)		--		--
Common units issued in connection with DRIP and EUPP		8,378,053			--		--
Restricted common units issued		1,393,925			--		--
Forfeiture of restricted common units		(169,565	)		--		--
Common units issued in connection with equity-based awards		193,030			--		--
Common units issued to EPCO in exchange for equity interest in trucking business		523,306			--		--
Common units issued in connection with acquisition of marine shipyard assets		2,329,639			--		--
Acquisition of treasury units in connection with equity-based awards		(103,241	)		--		103,241
Cancellation of treasury units		--			--		(103,241	)
Other		12,438			--		--
Balance, December 31, 2010		843,681,572			4,520,431		--
Common units issued in connection with underwritten offering		10,350,000			--		--
Common units issued in connection with Duncan Merger		24,277,310			--		--
Common units issued in connection with DRIP and EUPP		2,337,904			--		--
Restricted common units issued		1,414,630			--		--
Forfeiture of restricted common units		(183,920	)		--		--
Acquisition of treasury units in connection with equity-based awards		(255,276	)		--		255,276
Cancellation of treasury units		--			--		(255,276	)
Other		(1,802	)		--		--
Balance, December 31, 2011		881,620,418			4,520,431		--

Our common units represent limited partner interests, which give the holders thereof the right to participate in distributions and to exercise the other rights or privileges available to them under our Sixth Amended and Restated Agreement of Limited Partnership (as amended from time to time, the “Partnership Agreement”). We are managed by our general partner, Enterprise GP.

In accordance with our Partnership Agreement, capital accounts are maintained for our general partner and limited partners. The capital account provisions of our Partnership Agreement incorporate principles established for U.S. Federal income tax purposes and are not comparable to the GAAP-based equity amounts presented in our consolidated financial statements. Earnings and cash distributions are allocated to holders of our common units in accordance with their respective percentage interests.

We have filed registration statements with the SEC authorizing the issuance of up to an aggregate of 70,000,000 of our common units in connection with a distribution reinvestment plan (“DRIP”). The DRIP provides unitholders of record and beneficial owners of our common units a voluntary means by which they can increase the number of common units they own by reinvesting the quarterly cash distributions they would otherwise receive into the purchase of additional common units. After taking into account the number of common units issued under this registration statement through December 31, 2011, Enterprise may issue an additional 26,173,283 common units under its DRIP. A total of 2,241,589 common units were issued during 2011 under our DRIP, which generated net cash proceeds of $90.4 million.

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. 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. During 2011, Enterprise issued 96,315 common units in total under its EUPP plans, which generated net cash proceeds of $4.0 million.

The net cash proceeds received in 2011 from Enterprise's DRIP and EUPP were used to temporarily reduce borrowings outstanding under EPO's revolving credit facilities and for general company purposes.

Amounts received under the DRIP and EUPP prior to the Holdings Merger are a component of noncontrolling interests on our consolidated financial statements.

In August 2007, we filed a universal shelf registration statement (the “2007 Shelf”) with the SEC that allowed us to issue an unlimited amount of debt and equity securities. We issued 43,652,500 common units in underwritten equity offerings under this registration statement generating $1.27 billion of net cash proceeds and $5.2 billion of senior notes. Net cash proceeds from equity offerings under the 2007 Shelf are a component of noncontrolling interests.

In July 2010, we filed a new universal shelf registration statement (the “2010 Shelf”) with the SEC that replaced the 2007 Shelf, which was set to expire in August 2010. Like the 2007 Shelf, the 2010 Shelf allows us to issue an unlimited amount of debt and equity securities. In December 2010, we utilized the 2010 Shelf to issue 13,225,000 common units (including an over-allotment of 1,725,000 common units) to the public at an offering price of $41.25 per unit generating total net cash proceeds of $528.5 million.

We utilized the 2010 Shelf to issue $2.75 billion of unsecured senior notes during 2011 (see Note 12 for information regarding these debt issuances). In December 2011, we utilized the 2010 Shelf to issue 10,350,000 common units (including an over-allotment of 1,350,000 common units) to the public at an offering price of $44.68 per unit, which generated total net cash proceeds of approximately $448.5 million.

Net cash proceeds received from these offerings were used to temporarily reduce borrowings outstanding under EPO's revolving credit facilities and for general company purposes.

Class B Units. In October 2009, in connection with the TEPPCO Merger (see Note 1), a privately held affiliate of EPCO exchanged a portion of its TEPPCO units, based on the 1.24 exchange ratio, for 4,520,431 of our Class B units in lieu of common units. 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.

Treasury Units. In 2000, we and a consolidated trust (the “1999 Trust”) were authorized to repurchase up to 2,000,000 publicly-held common units under an announced buy-back program. The repurchases would be made during periods of temporary market weakness at price levels that would be accretive to our remaining unitholders. After deducting for repurchases under the program in prior periods, we and the 1999 Trust could repurchase up to 618,400 common units at December 31, 2011.

During the year ended December 31, 2011, 936,608 restricted common unit and similar unit awards vested and converted to common units. Of this amount, 255,276 were sold back to us by employees to cover related withholding tax requirements. We cancelled such treasury units immediately upon acquisition.

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 Consolidated Balance Sheets at the dates indicated:

	December 31,
	2011			2010
Commodity derivative instruments (1)	$	(21.4	)	$	(31.8	)
Interest rate derivative instruments (1)		(329.0	)		(2.1	)
Foreign currency translation adjustment (2)		1.7			1.7
Pension and postretirement benefit plans		(1.7	)		(0.4	)
Proportionate share of other comprehensive loss of Energy Transfer Equity		(1.0	)		(1.0	)
Subtotal		(351.4	)		(33.6	)
Amounts attributable to noncontrolling interests		--			1.1
Total accumulated other comprehensive loss in partners' equity	$	(351.4	)	$	(32.5	)

(1) See Note 6 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 TEPPCO Merger and Holdings Merger, the portion of the income of TEPPCO and Enterprise attributable to their respective limited partner interests that were owned by third parties and related parties other than Holdings (collectively referred to as the former owners of TEPPCO and Holdings, respectively) is included in net income attributable to noncontrolling interests as reflected on our Statements of Consolidated Operations. Prior to the completion of the Duncan Merger, effective September 6, 2011, we accounted for the former owners' interest in Duncan Energy Partners as noncontrolling interest. Under this method of presentation, all pre-Duncan Merger revenues and expenses of Duncan Energy Partners are included in net income, and the former owners' share of the income of Duncan Energy Partners is a component of net income attributable to noncontrolling interests as reflected on our Statements of Consolidated Operations.

Additionally, cash distributions paid to and cash contributions received from the former owners of TEPPCO, Holdings and Duncan Energy Partners are reflected as a component of cash distributions paid to and cash contributions received from noncontrolling interests.

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

	At December 31,
	2011		2010
Former owners of Duncan Energy Partners	$	--	$	412.1
Joint venture partners (1)		105.9		115.6
Accumulated other comprehensive loss attributable to noncontrolling interests		--		(1.1	)
Total	$	105.9	$	526.6

(1) Represents third party ownership interests in joint ventures that we consolidate, including Seminole Pipeline Company (“Seminole”), Tri-States NGL Pipeline L.L.C., Independence Hub LLC, Rio Grande Pipeline Company, and Wilprise Pipeline Company LLC. We acquired the remaining noncontrolling interests of Seminole in December 2011.

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

	For Year Ended December 31,
	2011		2010		2009
Limited partners of Enterprise	$	--	$	1,000.3	$	825.5
Former owners of TEPPCO		--		--		53.0
Former owners of Duncan Energy Partners		20.9		37.1		31.3
Joint venture partners		20.5		25.5		26.4
Total	$	41.4	$	1,062.9	$	936.2

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

	For Year Ended December 31,
	2011		2010		2009
Cash distributions paid to noncontrolling interests:
Limited partners of Enterprise	$	--	$	1,405.7	$	1,038.2
Former owners of TEPPCO		--		--		218.4
Former owners of Duncan Energy Partners		32.9		42.9		33.7
Joint venture partners		27.8		29.8		31.8
Total cash distributions paid to noncontrolling interests	$	60.7	$	1,478.4	$	1,322.1

Cash contributions from noncontrolling interests:
Limited partners of Enterprise	$	--	$	1,099.2	$	875.5
Former owners of TEPPCO		--		--		3.5
Former owners of Duncan Energy Partners		2.6		1.7		137.4
Joint venture partners		5.9		2.8		(2.2	)
Total cash contributions from noncontrolling interests	$	8.5	$	1,103.7	$	1,014.2

Cash distributions paid to the limited partners of Enterprise (prior to the Holdings Merger), TEPPCO (prior to the TEPPCO Merger) and Duncan Energy Partners (prior to the Duncan Merger) represent the quarterly cash distributions paid by these entities to their unitholders, excluding amounts paid to Holdings that were eliminated in the preparation of these consolidated financial statements. Similarly, cash contributions received from the limited partners of Enterprise (prior to the Holdings Merger), TEPPCO (prior to the TEPPCO Merger) and Duncan Energy Partners (prior to the Duncan Merger) 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

As previously discussed, the historical financial statements presented herein are the financial statements of Holdings prior to the effective date of the Holdings Merger. The following table presents Holdings declared quarterly cash distribution rates per unit during 2010 and the related record and distribution payment dates. The quarterly cash distribution rates per unit correspond to the fiscal quarters indicated. Actual cash distributions were paid by Holdings within 50 days after the end of such fiscal quarter.

	Distribution Per Unit		Record Date	Payment Date
2010
1st Quarter	$	0.5450	04/30/10	05/07/10
2nd Quarter	$	0.5600	07/30/10	08/06/10
3rd Quarter	$	0.5750	10/29/10	11/09/10

The following table presents Enterprise's declared quarterly cash distribution rates per common unit since the first quarter of 2010 and the related record and distribution payment dates. The quarterly cash distribution rates per common unit correspond to the fiscal quarters indicated. Actual cash distributions are paid by Enterprise within 45 days after the end of such fiscal quarter. As discussed under “Noncontrolling Interests” above, the cash distributions paid by Enterprise to its limited partners other than Holdings prior to the Holdings Merger are a component of noncontrolling interests.

	Distribution Per Common Unit		Record Date	Payment Date
2010
1st Quarter	$	0.5675	04/30/10	05/06/10
2nd Quarter	$	0.5750	07/30/10	08/05/10
3rd Quarter	$	0.5825	10/29/10	11/08/10
4th Quarter	$	0.5900	01/31/11	02/07/11
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
4th Quarter	$	0.6200	01/31/12	02/09/12

The quarterly cash distributions paid on May 6, 2011, August 10, 2011 and November 9, 2011 exclude 30,610,000 Designated Units. The quarterly cash distribution paid on February 9, 2012 excluded 26,130,000 Designated Units. See Note 1 for information regarding the Designated Units.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

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