Equity and Distributions

9 Months Ended

Sep. 30, 2012

Equity and Distributions [Abstract]

Equity and Distributions

Note 10.  Equity and Distributions

Partners' equity reflects the various classes of limited partner interests (common units, including restricted common units, and Class B units) that we have outstanding.  The following table summarizes changes in the number of our common units outstanding during the nine months ended September 30, 2012:

	Common Units (Unrestricted)			Restricted Common Units			Total Common Units
Number of units outstanding at December 31, 2011		877,752,202			3,868,216			881,620,418
Common units issued in connection with underwritten offerings		9,200,000			--			9,200,000
Common units issued in connection with at-the-market program		1,648,291			--			1,648,291
Common units issued in connection with DRIP and EUPP		2,008,266			--			2,008,266
Common units issued in connection with the vesting of unit options		201,925			--			201,925
Common units issued in connection with the vesting of restricted    common unit awards		1,264,483			(1,264,483	)		--
Common units issued in connection with the vesting of other types of    equity-based awards		16,667			--			16,667
Restricted common unit awards issued		--			1,556,038			1,556,038
Forfeiture of restricted common unit awards		--			(225,390	)		(225,390	)
Acquisition and cancellation of treasury units in connection with the    vesting of equity-based awards		(382,420	)		--			(382,420	)
Number of units outstanding at September 30, 2012		891,709,414			3,934,381			895,643,795

We may issue additional equity or debt securities to assist us in meeting our future liquidity and capital spending requirements.  We have a universal shelf registration statement (the "2010 Shelf") on file with the SEC.  The 2010 Shelf allows Enterprise Products Partners L.P. 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 and Senior Notes FF and GG in August 2012 (see Note 9).  In September 2012, we utilized the 2010 Shelf to issue 9,200,000 common units (including an over-allotment of 1,200,000 common units) to the public at an offering price of $53.07 per unit, which generated total net cash proceeds of $473.3 million.

In May 2012, we entered into an equity distribution agreement with certain broker-dealers pursuant to which we may offer and sell up to $1.0 billion of our common units in amounts, at prices and on terms to be determined by market conditions and other factors at the time of such offerings.  Pursuant to this "at-the-market" program, we may sell common units under the agreement from time-to-time by means of ordinary brokers' transactions through the NYSE at market prices, in block transactions or as otherwise agreed to with the broker-dealer parties to the agreement.  A registration statement covering the issuance of common units pursuant to this agreement was filed with the SEC in March 2012.  During the third quarter of 2012, we issued 1,648,291 common units under this program for an aggregate price of $87.0 million, resulting in total net cash proceeds of $86.3 million.  Proceeds from these sales were used for general company purposes, including funding capital expenditures.

We also have registration statements on file with the SEC collectively authorizing the issuance of up to 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 our common units they own by reinvesting the quarterly cash distributions they would otherwise receive from us into the purchase of additional common units.  After taking into account the number of common units issued under the DRIP through September 30, 2012, we may issue an additional 24,267,343 common units under this plan.  A total of 707,245 and 1,905,797 common units were issued during the three and nine months ended September 30, 2012, respectively, under our DRIP.  Net cash proceeds from the issuance of common units under the DRIP were $35.8 million and $93.8 million for the three and nine months ended September 30, 2012, respectively.

In addition to the DRIP, we have a registration statement on file with the SEC authorizing the issuance of up to 440,879 of our common units in connection with an employee unit purchase plan ("EUPP").  After taking into account the number of common units issued under the EUPP through September 30, 2012, we may issue an additional 328,379 common units under this plan.  A total of 30,412 and 102,469 common units were issued during the three and nine months ended September 30, 2012, respectively, under our EUPP.  Net cash proceeds from the issuance of common units under the EUPP were $1.7 million and $5.4 million for the three and nine months ended September 30, 2012, respectively.

During the nine months ended September 30, 2012, 1,264,483 restricted common units and 4,100 other equity-based awards vested and converted to unrestricted common units.  Of this amount, 382,420 common units were sold back to us by the recipients to cover related withholding tax requirements.  We cancelled such treasury units immediately upon acquisition.  For additional information regarding our equity-based awards, see Note 3.

The net cash proceeds we received from the issuance of common units during the nine months ended September 30, 2012 were used to temporarily reduce borrowings outstanding under EPO's revolving credit facility and for general company purposes.

In connection with the TEPPCO Merger in October 2009, a privately held affiliate of EPCO exchanged a portion of its TEPPCO units (based on a 1.24 exchange ratio) for 4,520,431 of our Class B units in lieu of receiving common units.  The Class B units will 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 TEPPCO Merger.  We expect this conversion will occur during the third quarter of 2013.  Until the conversion occurs, the Class B units are not entitled to receive regular quarterly cash distributions; however, 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 prior to conversion, have the same rights and privileges as our common units.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) primarily reflects the effective portion of the gain or loss on derivative instruments designated and qualified as cash flow hedges.  Gain or loss amounts related to cash flow hedges recorded in accumulated other comprehensive income (loss) are reclassified to 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) is 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, 2012			December 31, 2011
Commodity derivative instruments (1)	$	2.6		$	(21.4	)
Interest rate derivative instruments (1)		(393.4	)		(329.0	)
Foreign currency translation adjustment (2)		1.7			1.7
Pension and postretirement benefit plans		0.8			(1.7	)
Other		--			(1.0	)
Total	$	(388.3	)	$	(351.4	)
(1)   See Note 4 for additional information regarding our derivative instruments. (2)   Relates to transactions of a Canadian subsidiary.

Noncontrolling Interests

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

	September 30, 2012		December 31, 2011
Joint venture partners (1)	$	108.3	$	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 September 30,				For the Nine Months Ended September 30,
	2012		2011		2012		2011
Former owners of Duncan Energy Partners	$	--	$	3.6	$	--	$	20.9
Joint venture partners		1.1		4.5		6.2		15.8
Total	$	1.1	$	8.1	$	6.2	$	36.7

Prior to completion of the Duncan Merger (see Note 1), 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.

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,
	2012		2011
Cash distributions paid to noncontrolling interests:
Former owners of Duncan Energy Partners	$	--	$	32.9
Joint venture partners		11.3		19.1
Total	$	11.3	$	52.0
Cash contributions from noncontrolling interests:
Former owners of Duncan Energy Partners	$	--	$	2.6
Joint venture partners		6.5		2.1
Total	$	6.5	$	4.7

Cash distributions paid to the former owners of Duncan Energy Partners (prior to the Duncan Merger) represent the quarterly cash distributions paid to its unitholders.  Similarly, cash contributions received from the former owners of Duncan Energy Partners (prior to the Duncan Merger) represent net cash proceeds received from the issuance of its 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
2nd Quarter	$	0.6350	07/31/12	08/08/12
3rd Quarter	$	0.6500	10/31/12	11/08/12

A privately held affiliate of EPCO has 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 closing date of the Holdings Merger, which was completed in November 2010.  For the remaining term of the waiver agreement, the number of Designated Units is as follows for distributions paid or to be paid, if any, during the following calendar years: 26,130,000 during 2012; 23,700,000 during 2013; 22,560,000 during 2014; and 17,690,000 during 2015.