Equity and Distributions

3 Months Ended

Mar. 31, 2012

Equity and Distributions [Abstract]

Equity and Distributions

Note 10.  Equity and Distributions

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).  The following table summarizes changes in the number of Enterprise's outstanding units since December 31, 2011:

	Common  Units			Class B  Units		Treasury Units
Balance, December 31, 2011		881,620,418			4,520,431		--
Common units issued in connection with DRIP and EUPP		691,936			--		--
Common units issued in connection with equity-based awards		201,925			--		--
Restricted common units issued		1,529,438			--		--
Forfeiture of restricted common units		(24,800	)		--		--
Acquisition of treasury units in connection with equity-based awards		(187,343	)		--		187,343
Cancellation of treasury units		--			--		(187,343	)
Balance, March 31, 2012		883,831,574			4,520,431		--

During the three months ended March 31, 2012, 632,298 restricted common units vested and converted to common units.  Of this amount, 187,343 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.  We have 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 EE in February 2012 (see Note 9).

In March 2012, we filed a registration statement with the SEC authorizing the issuance of up to $1.0 billion in our common units in amounts, at prices and on terms to be determined by market conditions and other factors at the time of our offerings.  As of March 31, 2012, we have not issued any common units under this registration statement.

We have also 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 these registration statements through March 31, 2012, Enterprise may issue an additional 25,506,188 common units under its DRIP.  A total of 667,095 common units were issued during the first quarter of 2012 under our DRIP, which generated net cash proceeds of $31.8 million.

Enterprise has a registration statement on file with the SEC authorizing the issuance of 440,879 common units under the Enterprise employee unit purchase plan ("EUPP").  After taking into account the number of common units issued under this registration statement through March 31, 2012, Enterprise may issue an additional 405,864 common units under its EUPP.  During the first quarter of 2012, Enterprise issued 24,841 common units under the Enterprise EUPP, which generated net cash proceeds of $1.2 million.

The net cash proceeds received during the first quarter of 2012 from Enterprise's DRIP and EUPP were used to temporarily reduce borrowings outstanding under EPO's revolving credit facility and for general company purposes.

Accumulated Other Comprehensive Income (Loss)

Our accumulated other comprehensive income (loss) 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:

	March 31, 2012			December 31, 2011
Commodity derivative instruments (1)	$	(59.0	)	$	(21.4	)
Interest rate derivative instruments (1)		(297.4	)		(329.0	)
Foreign currency translation adjustment (2)		1.7			1.7
Pension and postretirement benefit plans		(2.9	)		(1.7	)
Proportionate share of other comprehensive loss of      Energy Transfer Equity		--			(1.0	)
Unrealized gain on investment in available-for-sale equity securities (3)		15.8			--
Total accumulated other comprehensive loss in partners' equity	$	(341.8	)	$	(351.4	)
(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. (3)   Relates to our investment in Energy Transfer Equity common units, which is accounted for as available-for-sale at March 31, 2012. This investment was accounted for using the equity method at December 31, 2011 through January 18, 2012.

Noncontrolling Interests

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 Unaudited Condensed Statements of Consolidated Operations.

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

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

	March 31, 2012		December 31, 2011
Joint venture partners (1)	$	109.5	$	105.9
(1)   Represents third party ownership interests in joint ventures that we consolidate, including 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 March 31,
	2012		2011
Former owners of Duncan Energy Partners	$	--	$	7.9
Joint venture partners		4.2		5.9
Total	$	4.2	$	13.8

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 Three Months
	Ended March 31,
	2012		2011
Cash distributions paid to noncontrolling interests:
Former owners of Duncan Energy Partners	$	--	$	10.9
Joint venture partners		6.6		6.3
Total cash distributions paid to noncontrolling interests	$	6.6	$	17.2
Cash contributions from noncontrolling interests:
Former owners of Duncan Energy Partners	$	--	$	0.6
Joint venture partners		4.9		0.7
Total cash contributions from noncontrolling interests	$	4.9	$	1.3

Cash distributions paid to the limited partners of Duncan Energy Partners (prior to the Duncan Merger) represent the quarterly cash distributions paid to its unitholders.  Similarly, cash contributions received from the limited partners of Duncan Energy Partners (prior to the Duncan Merger) represent net cash proceeds received from the issuance of limited partner units.

Cash Distributions

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

	Distribution Per Common Unit		Record Date	Payment Date
2012
1st Quarter	$	0.6275	04/30/12	05/09/12

In connection with the merger of Enterprise and Enterprise GP Holdings L.P. during 2010, 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 (the "Designated Units") it owned over a five-year period after the merger closing date of November 22, 2010.  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.  Accordingly, distributions paid to partners during calendar year 2012 exclude 26,130,000 Designated Units.