Note 13. Equity and Distributions

Partners Equity

Pre-Holdings Merger. As discussed in Note 1, our historical comparative financial statements for periods prior to the November 22, 2010 effective date of the Holdings Merger are the consolidated financial statements of Holdings. Changes in Holdings' limited partners' capital account for the period January 1, 2010 to November 22, 2010 are presented on our Statements of Consolidated Equity. The following table summarizes changes in the number of Holdings' limited partner units outstanding during 2010:

	Holdings Units
Balance, December 31, 2009		139,191,640
Common units issued upon vesting of restricted units		3,424
Balance, November 21, 2010		139,195,064

Holdings' units represented limited partner interests, which gave the holders thereof the right to participate in cash distributions and to exercise the other rights or privileges available to them under Holdings' partnership agreement (the "Holdings Partnership Agreement"). In accordance with Holdings' Partnership Agreement, capital accounts were maintained for Holdings' general partner and limited partners. Earnings and cash distributions were allocated to Holdings' unitholders in accordance with their respective percentage interests.

To the extent that Enterprise issued common units to third parties and related parties other than Holdings prior to the effective date of the Holdings Merger, the proceeds received in connection with these transactions are presented as a component of noncontrolling interests.

Post-Holdings Merger. On November 22, 2010, the 139,195,064 Holdings units outstanding at the effective date of the Holdings Merger were converted into Enterprise common units at a ratio of 1.5 Enterprise common units to each Holdings unit and, as a result, Holdings' unitholders received 208,813,454 Enterprise common units (net of fractional Enterprise common units that were cashed out). In addition, immediately after the Holdings Merger, we cancelled 21,563,177 of our common units that were previously owned by Holdings. Enterprise's partnership agreement was also amended and restated to provide for the cancellation of its general partner's 2% economic interest and incentive distribution rights in Enterprise.

From a financial accounting and reporting standpoint, the historical noncontrolling interests of Holdings related to limited partner interests in Enterprise that were owned by third parties and related parties other than Holdings were reclassified to limited partners' equity at the effective date of the Holdings Merger. This reclassification transferred $8.88 billion from noncontrolling interests to limited partners' equity. Following the effective date of the Holdings Merger, partners' equity reflects the various classes of limited partner interests of Enterprise (i.e., common units, including restricted common units, and Class B units).

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.

The following table summarizes changes in the number of Enterprise's outstanding units since December 31, 2009:

	Common Units (Unrestricted)			Restricted Common Units			Total Common Units
Balance, December 31, 2009		603,202,828			2,720,882			605,923,710
Common units issued in connection with underwritten offerings		37,950,000			--			37,950,000
Common units issued in connection with the Holdings Merger		208,813,454			--			208,813,454
Common units cancelled in connection with the Holdings Merger		(21,563,177	)		--			(21,563,177	)
Common units issued in connection with DRIP and EUPP		8,378,053			--			8,378,053
Common units issued in connection with acquisition of marine shipyard assets		2,329,639			--			2,329,639
Common units issued to EPCO in exchange for equity interest in trucking business		523,306			--			523,306
Common units issued in connection with the vesting of unit options		193,030			--			193,030
Common units issued in connection with the vesting of restricted common unit awards		383,628			(383,628	)		--
Restricted common units issued		--			1,393,925			1,393,925
Forfeiture of restricted common units		--			(169,565	)		(169,565	)
Acquisition and cancellation of treasury units in connection with the vesting of equity-based awards		(103,241	)		--			(103,241	)
Other		12,438			--			12,438
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 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 units issued		--			1,414,630			1,414,630
Forfeiture of restricted common units		--			(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 at-the-market program		3,978,545			--			3,978,545
Common units issued in connection with 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 units 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

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 August 2007, we filed with the SEC a universal shelf registration statement (the "2007 Shelf") that allowed us to issue an unlimited amount of debt and equity securities during the period in which this registration statement was effective. Using the 2007 Shelf, we issued 10,925,000 common units to the public in January 2010 at an offering price of $32.42 per unit, which generated total net cash proceeds of $343.3 million. Likewise, in April 2010, we issued 13,800,000 common units to the public at an offering price of $35.55 per unit, which generated total net cash proceeds of $474.9 million. As presented on our Statements of Consolidated Cash Flows, net cash proceeds from these equity offerings are a component of cash contributions from noncontrolling interests for the year ended December 31, 2010. The 2007 Shelf expired in August 2010.

In July 2010, we filed with the SEC a new universal shelf registration statement (the "2010 Shelf") that replaced the 2007 Shelf. Like the 2007 Shelf, the 2010 Shelf allows us to issue an unlimited amount of debt and equity securities during the period in which this registration statement is effective. We used the 2010 Shelf to facilitate the following securities offerings:

§	We issued 13,225,000 common units to the public at an offering price of $41.25 per unit in December 2010, which generated total net cash proceeds of $528.5 million.

§	We issued 10,350,000 common units to the public 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 (see Note 12).

§	We issued 9,200,000 common units to the public 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 (see Note 12).

See Note 23 regarding our February 2013 equity offering using the 2010 Shelf. The 2010 Shelf will expire in July 2013, at which time we expect to file a replacement universal shelf registration statement.

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 2012, we issued 3,978,545 common units under this program for an aggregate price of $205.4 million, resulting in total net cash proceeds of $203.8 million.

We 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. After taking into account the number of common units issued under the DRIP through December 31, 2012, we may issue an additional 23,493,292 common units under this plan. Activity under our DRIP for the last three fiscal years was as follows: 2,679,848 common units issued during 2012, which generated net cash proceeds of $132.6 million; 2,241,589 common units issued during 2011, which generated net cash proceeds of $90.4 million; and 8,204,998 common units issued during 2010, which generated net cash proceeds of $267.7 million.

Affiliates of EPCO accounted for approximately $207.7 million of the distribution reinvestments made in 2010. In January 2013, affiliates of EPCO expressed a willingness to purchase at least $100 million of our common units from us during 2013 principally through our DRIP. The investment amount for each of the first, second and third quarters of 2013 is expected to be at least $25 million per quarter. The first reinvestment of approximately $25 million occurred in connection with our February 2013 distribution payment.

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"). After taking into account the number of common units issued under the EUPP through December 31, 2012, we may issue an additional 296,036 common units under this plan. Activity under our EUPP for the last three fiscal years was as follows: 134,812 common units issued during 2012, which generated net cash proceeds of $7.1 million; 96,315 common units issued during 2011, which generated net cash proceeds of $4.0 million; and 173,055 common units issued during 2010, which generated net cash proceeds of $6.1 million.

The net cash proceeds we received from the issuance of common units during 2012 were used to temporarily reduce borrowings outstanding under EPO's revolving credit facility 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 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.

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, 2012, we and our affiliates could repurchase up to 618,400 additional common units under this program.

A total of 1,356,204 restricted common unit and similar unit awards granted to employees of EPCO vested and converted to common units during the year ended December 31, 2012. Of this amount, 408,241 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 $20.9 million. We cancelled such treasury units immediately upon acquisition. For additional information regarding our equity-based awards, see Note 5.

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 Consolidated Balance Sheets at the dates indicated:

	December 31,
	2012			2011
Commodity derivative instruments (1)	$	10.1		$	(21.4	)
Interest rate derivative instruments (1)		(383.0	)		(329.0	)
Foreign currency translation adjustment (2)		1.7			1.7
Pension and postretirement benefit plans		0.8			(1.7	)
Other		--			(1.0	)
Total	$	(370.4	)	$	(351.4	)

(1) See Note 6 for additional information regarding our derivative instruments. (2) Relates to transactions of a Canadian subsidiary.

Noncontrolling Interests

For periods prior to the Holdings Merger in November 2010, that portion of the income of Enterprise attributable to its limited partner interests that were owned by third parties and related parties other than Holdings is a component of net income attributable to noncontrolling interests as reflected on our Statements of Consolidated Operations. Likewise, 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 Enterprise other than Holdings (prior to the Holdings Merger) are presented as amounts paid to or received from noncontrolling interests on our Statements of Consolidated Cash Flows for 2010. Likewise, 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 and 2010.

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

	December 31,
	2012		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 Statements of Consolidated Operations for the periods presented:

	For Year Ended December 31,
	2012		2011		2010
Limited partners of Enterprise other than Holdings (prior to Holdings Merger)	$	--	$	--	$	1,000.3
Limited partners of Duncan Energy Partners other than EPO and its subsidiaries (prior to Duncan Merger)		--		20.9		37.1
Joint venture partners		8.1		20.5		25.5
Total	$	8.1	$	41.4	$	1,062.9

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 presented:

	For Year Ended December 31,
	2012		2011		2010
Cash distributions paid to noncontrolling interests:
Limited partners of Enterprise (prior to Holdings Merger)	$	--	$	--	$	1,395.1
Limited partners of Duncan Energy Partners other than EPO and its subsidiaries (prior to Duncan Merger)		--		32.9		42.9
Joint venture partners		13.3		27.8		29.8
Total	$	13.3	$	60.7	$	1,467.8

Cash contributions from noncontrolling interests:
Limited partners of Enterprise (prior to Holdings Merger)	$	--	$	--	$	1,092.0
Limited partners of Duncan Energy Partners other than EPO and its subsidiaries (prior to Duncan Merger)		--		2.6		1.7
Joint venture partners		6.6		5.9		2.8
Total	$	6.6	$	8.5	$	1,096.5

Cash Distributions

The following table presents Enterprise's declared quarterly cash distribution rates per common unit with respect to 2011 and 2012 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
2011
1st Quarter	$	0.5975	04/29/11	05/06/11
2nd Quarter	$	0.6050	07/29/11	08/10/11
3rd Quarter	$	0.6125	10/31/11	11/09/11
4th Quarter	$	0.6200	01/31/12	02/09/12
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

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, which was completed on November 22, 2010.

Distributions paid to partners during calendar years 2011 and 2012 excluded 30,610,000 and 26,130,000 Designated Units, respectively. For the remaining term of the waiver agreement, the number of Designated Units outstanding is as follows for distributions paid or to be paid, if any, during the following calendar years: 23,700,000 during 2013; 22,560,000 during 2014; and 17,690,000 during 2015. 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 2,430,000 beginning with the February 2013 distribution and will increase in subsequent years as the number of Designated Units declines as scheduled in the waiver agreement.

As previously noted, the 4,520,431 Class B Units are expected to convert to distribution-bearing common units during the third quarter of 2013.