Note 10. Equity and Distributions

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 our common units outstanding during the six months ended June 30, 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 our at-the-market program		3,766,557			--			3,766,557
Common units issued in connection with our DRIP and EUPP		2,440,784			--			2,440,784
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		1,830,010			(1,830,010	)		--
Restricted common unit awards issued		--			1,748,476			1,748,476
Forfeiture of restricted common unit awards		--			(120,882	)		(120,882	)
Acquisition and cancellation of treasury units in connection with the vesting of equity-based awards		(614,191	)		--			(614,191	)
Number of units outstanding at June 30, 2013		911,743,893			3,691,070			915,434,963

We may issue additional equity or debt securities to assist us in meeting our future liquidity and capital spending requirements. 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.

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 six months ended June 30, 2013, we sold 3,766,557 common units under the program for aggregate gross proceeds of $228.5 million. After taking into account applicable costs, these transactions result in net proceeds of $226.5 million, of which $214.2 million was received as of June 30, 2013. After taking into account the aggregate sale price of common units sold under this program through June 30, 2013, we have the capacity to issue additional common units under this program up to an aggregate sale price of $566.1 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. During the six months ended June 30, 2012, we issued 1,198,552 common units, which generated net proceeds of $58.0 million. We issued 2,359,089 common units under our DRIP during the six months ended June 30, 2013, which generated net proceeds of $129.8 million. After taking into account the number of common units issued under the DRIP through June 30, 2013, we may issue an additional 21,134,203 common units under this plan.

In January 2013, affiliates of privately held EPCO, which own our general partner and approximately 37.0% of our limited partner interests at June 30, 2013, expressed their willingness to purchase at least $100 million of our common units during 2013 through our DRIP. During the six months ended June 30, 2013, these EPCO affiliates reinvested $50.0 million, resulting in the issuance of 908,217 common units under our DRIP (this amount being a component of the 2,359,089 common units issued in total under the DRIP during the first six months of 2013). In August 2013, these 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"). During the six months ended June 30, 2012, we issued 72,057 common units, which generated net proceeds of $3.7 million. We issued 81,695 common units under our EUPP during the six months ended June 30, 2013, which generated net proceeds of $4.8 million. After taking into account the number of common units issued under the EUPP through June 30, 2013, we may issue an additional 214,341 common units under this plan.

The net cash proceeds we received from the issuance of common units during the six months ended June 30, 2013 were used to temporarily reduce amounts outstanding under EPO's Multi-Year Revolving Credit Facility and commercial paper program and for general company purposes.

A total of 1,830,010 restricted common unit awards granted to employees of EPCO vested and converted to common units during the six months ended June 30, 2013. Of this amount, 614,191 were sold back to us by employees to cover related withholding tax requirements. The total cost of these treasury unit purchases was approximately $35.8 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 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.

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 reclassifications out of accumulated other comprehensive income (loss) into net income during the three and six months ended June 30, 2013:

	Location	For the Three Months Ended June 30, 2013			For the Six Months Ended June 30, 2013
Losses (gains) on cash flow hedges:
Interest rate derivatives	Interest expense	$	7.8		$	13.7
Commodity derivatives	Revenue		(7.2	)		0.5
Commodity derivatives	Operating costs and expenses		--			(0.4	)
Total		$	0.6		$	13.8

Noncontrolling Interests

Noncontrolling interests as presented on our Unaudited Condensed 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 that are under construction at our complex in Mont Belvieu, Texas (i.e., NGL fractionators seven and eight). 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, which is reflected as a contribution from noncontrolling interests on our Unaudited Statements of Consolidated Cash Flows. NGL fractionators seven and eight are expected to begin operations in the fourth quarter of 2013.

Cash Distributions

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

	Distribution Per Common Unit		Record Date	Payment Date
2013
1st Quarter	$	0.67	04/30/13	05/07/13
2nd Quarter	$	0.68	07/31/13	08/07/13

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