Equity and Distributions

3 Months Ended

Mar. 31, 2013

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 three months ended March 31, 2013:

	Common Units (Unrestricted)			Restricted Common Units			Total Common Units
Number of units outstanding at December 31, 2012		894,919,851			3,893,486			898,813,337
Common units issued in connection with underwritten offering		9,200,000			--			9,200,000
Common units issued in connection with DRIP and EUPP		1,275,229			--			1,275,229
Common units issued in connection with the vesting of unit options		168,628			--			168,628
Common units issued in connection with the vesting of restricted    common unit awards		939,226			(939,226	)		--
Restricted common unit awards issued		--			1,723,576			1,723,576
Forfeiture of restricted common unit awards		--			(59,460	)		(59,460	)
Acquisition and cancellation of treasury units in connection with the    vesting of equity-based awards		(315,783	)		--			(315,783	)
Number of units outstanding at March 31, 2013		906,187,151			4,618,376			910,805,527

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.

In February 2013, we issued 9,200,000 common units to the public (including an over-allotment amount of 1,200,000 common units) at an offering price of $54.56 per unit.  This underwritten offering, using the 2010 Shelf, generated net proceeds of $486.6 million.  Also, EPO utilized the 2010 Shelf to issue $2.25 billion of senior notes in March 2013 (see Note 9).

We have a registration statement on file with the SEC covering the issuance of 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 an equity distribution agreement between Enterprise Products Partners L.P. and certain broker-dealers 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.  During the three months ended March 31, 2013, we did not issue any common units under this program.  After taking into account the aggregate sale price of common units issued under this program through May 8, 2013, we have the capacity to issue additional common units under this program up to an aggregate sale price of $743.6 million.

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 (or "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 new common units.  We issued 1,243,360 common units under our DRIP during the three months ended March 31, 2013, which generated net proceeds of $65.7 million.  During the three months ended March 31, 2012, we issued 667,095 common units, which generated net proceeds of $31.8 million.  After taking into account the number of common units issued under the DRIP through March 31, 2013, we may issue an additional 22,249,932 common units under this plan.

In January 2013, affiliates of privately held EPCO, which own our general partner and approximately 37.1% of our limited partner interests at March 31, 2013, expressed their willingness to purchase at least $100 million of our common units during 2013 principally through our DRIP.   In February 2013, the EPCO affiliates reinvested $25.0 million, resulting in the issuance of 473,188 common units under our DRIP (this amount being a component of the 1,243,360 common units issued in total under the DRIP in February 2013).   In May 2013, the EPCO affiliates reinvested an additional $25.0 million under the DRIP.

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 (or "EUPP").   We issued 31,869 common units under our EUPP during the three months ended March 31, 2013, which generated net proceeds of $1.8 million.  During the three months ended March 31, 2012, we issued 24,841 common units, which generated net proceeds of $1.2 million.  After taking into account the number of common units issued under the EUPP through March 31, 2013, we may issue an additional 264,167 common units under this plan.

The net cash proceeds we received from the issuance of common units during the three months ended March 31, 2013 were used to temporarily reduce amounts outstanding under EPO's revolving credit facility and commercial paper program and for general company purposes.

A total of 939,226 restricted common unit awards granted to employees of EPCO vested and converted to common units during the three months ended March 31, 2013.  Of this amount, 315,783 were sold back to us by employees in connection with their minimum statutory withholding tax requirements.  The total cost of these treasury unit purchases was approximately $17.7 million.  We cancelled such treasury units immediately upon acquisition.  For additional information regarding our equity-based awards, see Note 3.

Class B units.  In October 2009, we issued 4,520,431 Class B units to a privately held affiliate of EPCO in connection with the TEPPCO Merger.  The Class B units are entitled to vote together with our common units as a single class on partnership matters and generally have the same rights and privileges as our common units, except that the Class B units are not entitled to receive regular quarterly cash distributions until they automatically convert into an equal number of common units.  The Class B units will automatically convert into the same number of distribution-bearing common units on the date immediately following the distribution payment date for the second quarter of 2013, which is expected to occur in August 2013.

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:

	Gains and Losses on Cash Flow Hedges
	Commodity Derivative Instruments			Interest Rate Derivative Instruments			Foreign Currency Translation Adjustment		Postretirement Benefit Plans		Total
Balance, December 31, 2012	$	10.1		$	(383.0	)	$	1.7	$	0.8	$	(370.4	)
Other comprehensive income before      reclassifications		(47.6	)		6.7			--		--		(40.9	)
Amounts reclassified from accumulated       other comprehensive income		7.3			5.9			--		--		13.2
Total other comprehensive income		(40.3	)		12.6			--		--		(27.7	)
Balance, March 31, 2013	$	(30.2	)	$	(370.4	)	$	1.7	$	0.8	$	(398.1	)

The following table presents reclassifications out of accumulated other comprehensive income into net income during the three months ended March 31, 2013:

	Location
Losses (gains) on cash flow hedges:
Interest rate derivatives	Interest expense	$	5.9
Commodity derivatives	Revenue		7.7
Commodity derivatives	Operating costs and expenses		(0.4	)
Total		$	13.2

Noncontrolling Interests

Noncontrolling interests as presented on our unaudited consolidated financial statements represent third party ownership interests in joint ventures that we consolidate for financial reporting purposes, including Tri-States NGL Pipeline L.L.C., Independence Hub LLC, Rio Grande Pipeline Company and Wilprise Pipeline Company LLC.

Cash Distributions

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

	Distribution Per Common Unit		Record Date	Payment Date
2013
1st Quarter	$	0.6700	04/30/13	05/07/13

In November 2010, we completed our merger with Enterprise GP Holdings L.P. (the "Holdings Merger").  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").  Distributions paid during 2013 exclude 23,700,000 Designated Units.  Distributions to be paid, if any, during 2014 and 2015 will exclude 22,560,000 Designated Units and 17,690,000 Designated Units, respectively.

As previously noted, the 4,520,431 Class B units will automatically convert into the same number of distribution-bearing common units on the date immediately following the distribution payment date for the second quarter of 2013, which is expected to occur in August 2013.