Note 13. Equity and Distributions

Partners Equity

Partners' equity reflects the various classes of limited partner interests (i.e., common units, including restricted common units, and Class B units) that we have outstanding. The following table summarizes changes in the number of Enterprise's outstanding units since December 31, 2011:

	Common Units (Unrestricted)			Restricted Common Units			Total Common Units
Number of units outstanding at December 31, 2011		1,755,504,404			7,736,432			1,763,240,836
Common units issued in connection with underwritten offering		18,400,000			--			18,400,000
Common units issued in connection with at-the-market program		7,957,090			--			7,957,090
Common units issued in connection with DRIP and EUPP		5,629,320			--			5,629,320
Common units issued in connection with the vesting and exercise of unit options		427,828			--			427,828
Common units issued in connection with the vesting of restricted common unit awards		2,633,206			(2,633,206	)		--
Common units issued in connection with the vesting of other types of equity-based awards		104,336			--			104,336
Restricted common unit awards issued		--			3,177,476			3,177,476
Forfeiture of restricted common unit awards		--			(493,730	)		(493,730	)
Acquisition and cancellation of treasury units in connection with the vesting of equity-based awards		(816,482	)		--			(816,482	)
Number of units outstanding at December 31, 2012		1,789,839,702			7,786,972			1,797,626,674
Common units issued in connection with underwritten offering		36,800,000			--			36,800,000
Common units issued in connection with at-the-market program		15,249,378			--			15,249,378
Common units issued in connection with DRIP and EUPP		10,308,254			--			10,308,254
Common units issued in connection with the vesting and exercise of unit options		401,764			--			401,764
Common units issued in connection with the vesting of restricted common unit awards		3,770,696			(3,770,696	)		--
Conversion and reclassification of Class B units to common units		9,040,862			--			9,040,862
Restricted common unit awards issued		--			3,549,052			3,549,052
Forfeiture of restricted common unit awards		--			(344,114	)		(344,114	)
Acquisition and cancellation of treasury units in connection with the vesting of equity-based awards		(1,261,854	)		--			(1,261,854	)
Number of units outstanding at December 31, 2013		1,864,148,802			7,221,214			1,871,370,016
Common units issued in connection with at-the-market program		1,590,334			--			1,590,334
Common units issued in connection with DRIP and EUPP		9,754,227			--			9,754,227
Common units issued in connection with Step 1 of Oiltanking acquisition		54,807,352			--			54,807,352
Common units issued in connection with the vesting and exercise of unit options		1,014,108			--			1,014,108
Common units issued in connection with the vesting of phantom unit awards		23,311			--			23,311
Common units issued in connection with the vesting of restricted common unit awards		2,634,074			(2,634,074	)		--
Forfeiture of restricted common unit awards		--			(357,350	)		(357,350	)
Acquisition and cancellation of treasury units in connection with the vesting of equity-based awards		(894,383	)		--			(894,383	)
Other		17,202			--			17,202
Number of units outstanding at December 31, 2014		1,933,095,027			4,229,790			1,937,324,817

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 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 equity amounts presented in our consolidated financial statements prepared in accordance with GAAP. Earnings and cash distributions are allocated to holders of our common units in accordance with their respective percentage interests.

In June 2013, we filed with the SEC a new universal shelf registration statement (the "2013 Shelf") that replaced our prior universal shelf registration statement filed with the SEC in July 2010 (the "2010 Shelf"). The 2013 Shelf allows (and the prior 2010 Shelf allowed) Enterprise Products Partners L.P. and EPO (each on a standalone basis) to issue an unlimited amount of equity and debt securities, respectively. We used the 2013 Shelf and 2010 Shelf to facilitate the following securities offerings:

We used the 2010 Shelf to issue 18,400,000 common units to the public (including an over-allotment amount of 2,400,000 common units) at an offering price of $26.54 per unit in September 2012, which generated total net cash proceeds of $473.3 million. In addition, EPO issued $2.5 billion of unsecured senior notes during 2012 using the 2010 Shelf.

We used the 2010 Shelf to issue 18,400,000 common units to the public (including an over-allotment amount of 2,400,000 common units) at an offering price of $27.28 per unit in February 2013, which generated net cash proceeds of $486.6 million. In addition, EPO issued $2.25 billion of unsecured senior notes during 2013 using the 2010 Shelf.

§	We used the 2013 Shelf to issue 18,400,000 common units to the public (including an over-allotment amount of 2,400,000 common units) at an offering price of $31.03 per unit in November 2013, which generated net cash proceeds of $553.0 million.

§	We used the 2013 Shelf to issue $4.75 billion of unsecured senior notes during 2014 (see Note 12).

In October 2013, we filed a registration statement with the SEC covering the issuance of up to $1.25 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. The new registration statement was declared effective on October 15, 2013 and replaced our prior registration statement with respect to the at-the-market program, which was filed with the SEC in March 2012 and covered the issuance of up to $1.0 billion of our common units.

During 2014, we issued 1,590,334 common units under our at-the-market program for aggregate gross cash proceeds of $58.3 million, resulting in total net cash proceeds of $57.7 million. During 2013, we issued 15,249,378 common units under our at-the-market program for aggregate gross cash proceeds of $460.4 million, resulting in total net cash proceeds of $456.3 million. During 2012, we issued 7,957,090 common units under this program for aggregate gross cash proceeds of $205.4 million, resulting in total net cash proceeds of $203.8 million. After taking into account the aggregate sales price of common units sold under our at-the-market program through December 31, 2014, we have the capacity to issue additional common units under this program up to an aggregate sales price of $1.19 billion.

We also have registration statements on file with the SEC collectively authorizing the issuance of up to 140,000,000 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 receive from us into the purchase of additional new common units. After taking into account the number of common units issued under the DRIP through December 31, 2014, we have the capacity to issue an additional 27,481,349 common units under this plan. Activity under our DRIP for the last three fiscal years was as follows: 9,480,407 common units issued during 2014, which generated net cash proceeds of $321.3 million; 10,024,828 common units issued during 2013, which generated net cash proceeds of $287.6 million; and 5,359,696 common units issued during 2012, which generated net cash proceeds of $132.6 million.

During 2014, privately held affiliates of EPCO reinvested $100.0 million, resulting in the issuance of 2,946,241 common units under our DRIP (this amount being a component of the total common units issued under the DRIP for the year ended December 31, 2014).

In addition to the DRIP, we have registration statements on file with the SEC authorizing the issuance of up to 8,000,000 of our common units in connection with an employee unit purchase plan (or "EUPP"). After taking into account the number of common units issued under the EUPP through December 31, 2014, we may issue an additional 7,153,068 common units under this plan. Activity under our EUPP for the last three fiscal years was as follows: 273,820 common units issued during 2014, which generated net cash proceeds of $9.8 million; 283,426 common units issued during 2013, which generated net cash proceeds of $8.5 million; and 269,624 common units issued during 2012, which generated net cash proceeds of $7.1 million.

The net cash proceeds we received from the issuance of common units during the year ended December 31, 2014 were used to temporarily reduce amounts outstanding under EPO's commercial paper program and for general company purposes.

Registration Rights Agreement. In order to fund the equity consideration paid in Step 1 of the Oiltanking acquisition (see Note 10), we issued 54,807,352 common units to OTA on October 1, 2014 in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof, and we granted OTA registration rights with respect to these common units under a Registration Rights Agreement between us and OTA (the "Registration Rights Agreement"). The Registration Rights Agreement provides that, subject to the terms and conditions set forth therein, at any time after the earlier of (i) 90 days after October 1, 2014 and (ii) the execution of definitive agreements to acquire (through merger or otherwise) all or substantially all of the Oiltanking common units not owned by Enterprise or its affiliates, OTA may request that we prepare and file a registration statement to permit and otherwise facilitate the public resale of all or a portion of the 54,807,352 Enterprise common units that OTA owns. Our obligation to OTA to effect such transactions is limited to five registration statements and underwritten offerings.

Class B Units. 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 9,040,862 of our Class B units in lieu of receiving common units. The Class B units automatically converted 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. The Class B units were entitled to vote together with our common units as a single class on partnership matters and generally had the same rights and privileges as our common units, except that the Class B units were not entitled to receive regular quarterly cash distributions until they automatically converted into an equal number of common units on August 8, 2013.

Treasury Units. In December 1998, we announced a common unit repurchase program whereby we, together with certain affiliates, intended to repurchase up to 4,000,000 of our common units. A total of 2,763,200 common units were repurchased under this program; however, no repurchases have been made since 2002. As of December 31, 2014, we and our affiliates could repurchase up to 1,236,800 additional common units under this program.

A total of 2,634,074 restricted common unit awards granted to employees of EPCO vested and converted to common units during the year ended December 31, 2014. Of this amount, 894,383 were sold back to us by employees to cover related withholding tax requirements. The total cost of these treasury unit purchases was approximately $30.2 million. We cancelled such treasury units immediately upon acquisition. See Note 5 for additional information regarding our equity-based awards.

Two-for-One Split of Limited Partner Units. In July 2014, we announced that our general partner approved a two-for-one split of our common units. The common unit split was completed on August 21, 2014 by distributing one additional common unit for each common unit outstanding (to holders of record as of the close of business on August 14, 2014). All per unit amounts and number of Enterprise units outstanding in this annual report are presented on a post-split basis.

Accumulated Other Comprehensive 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 tables present the components of accumulated other comprehensive income (loss) as reported on our Consolidated Balance Sheets at the dates indicated:

	Gains (Losses) on Cash Flow Hedges
	Commodity Derivative Instruments			Interest Rate Derivative Instruments			Other		Total
Balance, December 31, 2012	$	10.1		$	(383.0	)	$	2.5	$	(370.4	)
Other comprehensive income before reclassifications		(46.9	)		6.6			0.4		(39.9	)
Amounts reclassified from accumulated other comprehensive loss		22.1			29.2			--		51.3
Total other comprehensive income (loss)		(24.8	)		35.8			0.4		11.4
Balance, December 31, 2013		(14.7	)		(347.2	)		2.9		(359.0	)
Other comprehensive income before reclassifications		161.3			--			0.4		161.7
Amounts reclassified from accumulated other comprehensive (income) loss		(76.7	)		32.4			--		(44.3	)
Total other comprehensive income		84.6			32.4			0.4		117.4
Balance, December 31, 2014	$	69.9		$	(314.8	)	$	3.3	$	(241.6	)

The following table presents reclassifications out of accumulated other comprehensive income (loss) into net income for the periods indicated:

		For the Year Ended December 31,
	Location	2014			2013
Losses (gains) on cash flow hedges:
Interest rate derivatives	Interest expense	$	32.4		$	29.2
Commodity derivatives	Revenue		(75.0	)		22.4
Commodity derivatives	Operating costs and expenses		(1.7	)		(0.3	)
Total		$	(44.3	)	$	51.3

Noncontrolling Interests

Noncontrolling interests as presented on our Consolidated Financial Statements represent third party ownership interests in joint ventures that we consolidate for financial reporting purposes, including Oiltanking, Tri-States NGL Pipeline L.L.C., Independence Hub LLC, Rio Grande Pipeline Company, Wilprise Pipeline Company LLC and Enterprise EF78 LLC.

In October 2014, we recorded $1.4 billion of noncontrolling interests in connection with Step 1 of the Oiltanking acquisition. In February 2015, we acquired these noncontrolling interests in connection with the consummation of the Oiltanking Merger. See Note 10 for a discussion of these matters. Cash distributions paid in the fourth quarter of 2014 to the limited partners of Oiltanking other than EPO and its subsidiaries are presented as amounts paid to noncontrolling interests.

In June 2013, we formed a joint venture, Enterprise EF78 LLC, with Western Gas Partners, LP ("Western Gas") involving two NGL fractionators at our complex in Mont Belvieu, Texas. We own 75% of the joint venture's membership interests and consolidate the joint venture. Western Gas acquired a 25% noncontrolling interest in the joint venture for an initial contribution of $90.2 million. The initial contribution and subsequent contributions to fund construction are reflected as cash contributions from noncontrolling interests on our Statements of Consolidated Cash Flows.

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

	December 31,
	2014			2013
Limited partners of Oiltanking other than EPO		$	1,408.9		$	--
Joint venture partners			220.1			225.6
Total		$	1,629.0		$	225.6

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

	For the Year Ended December 31,
	2014			2013			2012
Limited partners of Oiltanking other than EPO		$	14.2		$	--		$	--
Joint venture partners			31.9			10.2			8.1
Total		$	46.1		$	10.2		$	8.1

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 indicated:

	For the Year Ended December 31,
	2014		2013		2012
Cash distributions paid to noncontrolling interests:
Limited partners of Oiltanking other than EPO	$	7.7	$	--	$	--
Joint venture partners		40.9		8.9		13.3
Total	$	48.6	$	8.9	$	13.3

Cash contributions from noncontrolling interests:
Joint venture partners	$	4.0	$	115.4	$	6.6

Cash Distributions

The following table presents Enterprise's declared quarterly cash distribution rates per common unit with respect to the quarter indicated. Actual cash distributions are paid by Enterprise within 45 days after the end of each fiscal quarter.

	Distribution Per Common Unit		Record Date	Payment Date
2013:
1st Quarter	$	0.3350	4/30/2013	5/7/2013
2nd Quarter	$	0.3400	7/31/2013	8/7/2013
3rd Quarter	$	0.3450	10/31/2013	11/7/2013
4th Quarter	$	0.3500	1/31/2014	2/7/2014
2014:
1st Quarter	$	0.3550	4/30/2014	5/7/2014
2nd Quarter	$	0.3600	7/31/2014	8/7/2014
3rd Quarter	$	0.3650	10/31/2014	11/7/2014
4th Quarter	$	0.3700	1/30/2015	2/6/2015

As previously noted, 9,040,862 Class B units automatically converted into an equal number of distribution-bearing common units on August 8, 2013.

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 to partners during calendar years 2012, 2013 and 2014 excluded 52,260,000, 47,400,000 and 45,120,000 Designated Units, respectively. Distributions to be paid, if any, during calendar year 2015 will exclude 35,380,000 common units.