Note 12. Equity and Distributions

Partners Equity

On September 7, 2011, the 24,036,950 common units of Duncan Energy Partners outstanding at the effective date of the Duncan Merger (other than those beneficially owned by EPO) were converted into Enterprise common units at a ratio of 1.01 Enterprise common units to each Duncan Energy Partners' common unit. 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 EPO or its subsidiaries as merger consideration.

As a result of the Duncan Merger, the noncontrolling interests of Enterprise related to limited partner interests in Duncan Energy Partners that were owned by third parties other than EPO or its subsidiaries were reclassified to limited partners' equity at the effective date of the Duncan Merger. This reclassification adjustment transferred approximately $401.7 million from noncontrolling interests to limited 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, 2010:

	Common Units (Unrestricted)			Restricted Common Units			Total Common Units
Balance, December 31, 2010		840,119,958			3,561,614			843,681,572
Common units issued in connection with underwritten offering		10,350,000			--			10,350,000
Common units issued in connection with Duncan Merger		24,277,310			--			24,277,310
Common units issued in connection with our DRIP and EUPP		2,337,904			--			2,337,904
Common units issued in connection with the vesting of restricted common unit awards		924,108			(924,108	)		--
Restricted common unit awards issued		--			1,414,630			1,414,630
Forfeiture of restricted common unit awards		--			(183,920	)		(183,920	)
Acquisition and cancellation of treasury units in connection with the vesting of equity-based awards		(255,276	)		--			(255,276	)
Other		(1,802	)		--			(1,802	)
Balance, December 31, 2011		877,752,202			3,868,216			881,620,418
Common units issued in connection with underwritten offering		9,200,000			--			9,200,000
Common units issued in connection with our at-the-market program		3,978,545			--			3,978,545
Common units issued in connection with our DRIP and EUPP		2,814,660			--			2,814,660
Common units issued in connection with the vesting of unit options		213,914			--			213,914
Common units issued in connection with the vesting of restricted common unit awards		1,316,603			(1,316,603	)		--
Common units issued in connection with the vesting of other types of equity-based awards		52,168			--			52,168
Restricted common unit awards issued		--			1,588,738			1,588,738
Forfeiture of restricted common unit awards		--			(246,865	)		(246,865	)
Acquisition and cancellation of treasury units in connection with the vesting of equity-based awards		(408,241	)		--			(408,241	)
Balance, December 31, 2012		894,919,851			3,893,486			898,813,337
Common units issued in connection with underwritten offering		18,400,000			--			18,400,000
Common units issued in connection with our at-the-market program		7,624,689			--			7,624,689
Common units issued in connection with our DRIP and EUPP		5,154,127			--			5,154,127
Common units issued in connection with the vesting of unit options		200,882			--			200,882
Common units issued in connection with the vesting of restricted common unit awards		1,885,348			(1,885,348	)		--
Conversion and reclassification of Class B units to common units		4,520,431			--			4,520,431
Restricted common unit awards issued		--			1,774,526			1,774,526
Forfeiture of restricted common unit awards		--			(172,057	)		(172,057	)
Acquisition and cancellation of treasury units in connection with the vesting of equity-based awards		(630,927	)		--			(630,927	)
Balance, December 31, 2013		932,074,401			3,610,607			935,685,008

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 10,350,000 common units to the public (including an over-allotment amount of 1,350,000 common units) at an offering price of $44.68 per unit in December 2011, which generated total net cash proceeds of $448.5 million. In addition, EPO utilized the 2010 Shelf to issue $2.75 billion of unsecured senior notes during 2011.

We used the 2010 Shelf to issue 9,200,000 common units to the public (including an over-allotment amount of 1,200,000 common units) at an offering price of $53.07 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 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 in February 2013, which generated net cash proceeds of $486.6 million. In addition, EPO issued $2.25 billion of unsecured senior notes in during 2013 using the 2010 Shelf (see Note 11).

We used the 2013 Shelf to issue 9,200,000 common units to the public (including an over-allotment amount of 1,200,000 common units) at an offering price of $62.05 per unit in November 2013, which generated net cash proceeds of $553.0 million.

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 2013, we issued 7,624,689 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 3,978,545 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 sale price of common units sold under our at-the-market program through December 31, 2013, we have the capacity to issue additional common units under this program up to an aggregate sales price of $1.25 billion.

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 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, 2013, we may issue an additional 18,480,878 common units under this plan. Activity under our DRIP for the last three fiscal years was as follows: 5,012,414 common units issued during 2013, which generated net cash proceeds of $287.6 million; 2,679,848 common units issued during 2012, which generated net cash proceeds of $132.6 million; and 2,241,589 common units issued during 2011, which generated net cash proceeds of $90.4 million.

In January 2013, affiliates of privately held EPCO, which own our general partner and approximately 36.4% of our limited partner interests at December 31, 2013, expressed their willingness to purchase up to $100 million of our common units during 2013 through our DRIP. During the year ended December 31, 2013, these EPCO affiliates reinvested $100.0 million, resulting in the issuance of 1,749,498 common units under our DRIP (this amount being a component of the total common units issued under the DRIP during 2013).

In addition to the DRIP, we have registration statements on file with the SEC authorizing the issuance of our common units in connection with an employee unit purchase plan (or "EUPP"). In September 2013, our unitholders approved the amendment and restatement of the EUPP. As a result, the maximum number of common units issuable under the EUPP increased from 440,879 common units to 4,000,000 common units. In addition, the term of the EUPP was extended to September 2023. After taking into account the number of common units issued under the EUPP through December 31, 2013, we may issue an additional 3,713,444 common units under this plan. Activity under our EUPP for the last three fiscal years was as follows: 141,713 common units issued during 2013, which generated net cash proceeds of $8.5 million; 134,812 common units issued during 2012, which generated net cash proceeds of $7.1 million; and 96,315 common units issued during 2011, which generated net cash proceeds of $4.0 million.

The net cash proceeds we received from the issuance of common units during the year ended December 31, 2013 were used to temporarily reduce borrowings outstanding under EPO's Multi-Year Revolving Credit Facility and commercial paper program and for general company purposes.

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 4,520,431 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 2,000,000 of our common units. A total of 1,381,600 common units were repurchased under this program; however, no repurchases have been made since 2002. As of December 31, 2013, we and our affiliates could repurchase up to 618,400 additional common units under this program.

A total of 1,885,348 restricted common unit awards granted to employees of EPCO vested and converted to common units during the year ended December 31, 2013. Of this amount, 630,927 were sold back to us by employees to cover related withholding tax requirements. The total cost of these treasury unit purchases was approximately $36.9 million. We cancelled such treasury units immediately upon acquisition. See Note 5 for additional information regarding our equity-based awards.

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 table presents the components of accumulated other comprehensive income (loss) as reported on our 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		(46.9	)		6.6			--		0.4		(39.9	)
Amounts reclassified from accumulated other comprehensive income		22.1			29.2			--		--		51.3
Total other comprehensive income		(24.8	)		35.8			--		0.4		11.4
Balance, December 31, 2013	$	(14.7	)	$	(347.2	)	$	1.7	$	1.2	$	(359.0	)

	Gains and Losses on Cash Flow Hedges
	Commodity Derivative Instruments			Interest Rate Derivative Instruments			Foreign Currency Translation Adjustment		Postretirement Benefit Plans			Other			Total
Balance, December 31, 2011	$	(21.4	)	$	(329.0	)	$	1.7	$	(1.7	)	$	(1.0	)	$	(351.4	)
Other comprehensive income before reclassifications		17.3			(70.2	)		--		2.6			--			(50.3	)
Amounts reclassified from accumulated other comprehensive income		14.2			16.2			--		(0.1	)		1.0			31.3
Total other comprehensive income		31.5			(54.0	)		--		2.5			1.0			(19.0	)
Balance, December 31, 2012	$	10.1		$	(383.0	)	$	1.7	$	0.8		$	--		$	(370.4	)

The following table presents reclassifications out of accumulated other comprehensive income (loss) into net income during the year ended December 31, 2013:

		For the Year Ended December 31,
	Location	2013				2012
Losses (gains) on cash flow hedges:
Interest rate derivatives	Interest expense		$	29.2			$	16.2
Commodity derivatives	Revenue			22.4				(10.1	)
Commodity derivatives	Operating costs and expenses			(0.3	)			24.3
Total			$	51.3			$	30.4

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 Tri-States NGL Pipeline L.L.C., Independence Hub LLC, Rio Grande Pipeline Company, Wilprise Pipeline Company LLC and Enterprise EF78 LLC.

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.

For periods prior to the Duncan Merger in September 2011, that portion of the income of Duncan Energy Partners attributable to its limited partner interests that were owned by third parties and related parties other than EPO and its subsidiaries is a component of net income attributable to noncontrolling interests.

Cash distributions paid to or cash contributions received from the limited partners of Duncan Energy Partners other than EPO and its subsidiaries (prior to the Duncan Merger) are presented as amounts paid to or received from noncontrolling interests in 2011.

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

	December 31,
	2013			2012
Joint venture partners		$	225.6		$	108.3

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,
	2013			2012			2011
Limited partners of Duncan Energy Partners other than EPO and its subsidiaries (prior to Duncan Merger)		$	--		$	--		$	20.9
Joint venture partners			10.2			8.1			20.5
Total		$	10.2		$	8.1		$	41.4

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,
	2013		2012		2011
Cash distributions paid to noncontrolling interests:
Limited partners of Duncan Energy Partners other than EPO and its subsidiaries (prior to Duncan Merger)	$	--	$	--	$	32.9
Joint venture partners		8.9		13.3		27.8
Total	$	8.9	$	13.3	$	60.7

Cash contributions from noncontrolling interests:
Limited partners of Duncan Energy Partners other than EPO and its subsidiaries (prior to Duncan Merger)	$	--	$	--	$	2.6
Joint venture partners		115.4		6.6		5.9
Total	$	115.4	$	6.6	$	8.5

Cash Distributions

The following table presents Enterprise's declared quarterly cash distribution rates per common unit with respect to 2012 and 2013 and the related record and 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 each fiscal quarter.

	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
4th Quarter	$	0.6600	01/31/13	02/07/13
2013
1st Quarter	$	0.6700	04/30/13	05/07/13
2nd Quarter	$	0.6800	07/31/13	08/07/13
3rd Quarter	$	0.6900	10/31/13	11/07/13
4th Quarter	$	0.7000	01/31/14	02/07/14

As previously noted, 4,520,431 Class B units automatically converted into an equal number of distribution-bearing common units on August 8, 2013.

On September 3, 2010, Enterprise GP Holdings L.P. ("Holdings"), Enterprise, Enterprise GP, Enterprise Products GP, LLC ("EPGP, the former general partner of Enterprise) and Enterprise ETE LLC ("Holdings MergerCo," a wholly owned subsidiary of Enterprise) entered into a merger agreement (the "Holdings Merger Agreement"). On November 22, 2010, the Holdings Merger Agreement was approved by the unitholders of Holdings and the merger of Holdings with and into Holdings MergerCo and related transactions were completed, with Holdings MergerCo surviving such merger. Collectively, we refer to these transactions as 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"). The temporary distribution waiver remains in effect for five years following the closing date of the Holdings Merger. Distributions paid to partners during calendar years 2011, 2012 and 2013 excluded 30,610,000, 26,130,000 and 23,700,000 Designated Units, respectively. For the remaining term of the waiver agreement, distributions to be paid, if any, during each of the calendar years 2014 and 2015 will exclude 22,560,000 common units and 17,690,000 common units, respectively.

The number of our distribution-bearing units will increase as the number of Designated Units decrease. For example, the number of our distribution-bearing units increased by 1,140,000 beginning with the February 2014 distribution and will increase in subsequent years as the number of Designated Units declines as scheduled in the waiver agreement.