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 nine months ended September 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		7,284,807			--			7,284,807
Common units issued in connection with our DRIP and EUPP		3,760,154			--			3,760,154
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		1,846,198			(1,846,198	)		--
Conversion and reclassification of Class B units to common units		4,520,431			--			4,520,431
Restricted common unit awards issued		--			1,769,076			1,769,076
Forfeiture of restricted common unit awards		--			(159,832	)		(159,832	)
Acquisition and cancellation of treasury units in connection with the vesting of equity-based awards		(618,317	)		--			(618,317	)
Number of units outstanding at September 30, 2013		921,114,006			3,656,532			924,770,538

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). See Note 18 for information regarding a November 2013 public offering of our common units.

On October 1, 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. Immediately prior to the effectiveness of the new registration statement, we had the capacity to issue additional common units under the at-the-market program up to an aggregate sales price of $334.2 million (after giving effect to sales of common units previously made under the program). Following the effectiveness of the new registration statement, we now have the capacity to issue additional common units under our at-the-market program up to an aggregate sales price of $1.25 billion.

During the nine months ended September 30, 2013, we sold 7,624,689 common units under our at-the-market program for aggregate gross proceeds of $460.4 million. After taking into account applicable costs, these transactions resulted in net proceeds of $456.3 million, of which $435.5 million was received and 7,284,807 common units issued and outstanding as of September 30, 2013. The remaining 339,882 common units sold under the program during the nine months ended September 30, 2013 were issued in October 2013 upon closing of the sales of such common units and receipt of the $20.8 million balance of proceeds. After taking into account the aggregate sale price of common units sold under our at-the-market program through September 30, 2013 and the new registration statement that was declared effective on October 15, 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 would otherwise receive from us into the purchase of additional new common units. During the nine months ended September 30, 2012, we issued 1,905,797 common units, which generated net proceeds of $93.6 million. We issued a total of 3,649,323 common units under our DRIP during the nine months ended September 30, 2013, which generated net proceeds of $206.0 million. After taking into account the number of common units issued under the DRIP through September 30, 2013, we have the capacity to issue an additional 19,843,969 common units under this plan.

In January 2013, affiliates of privately held EPCO, which own our general partner and approximately 36.8% of our limited partner interests at September 30, 2013, expressed their willingness to purchase at least $100 million of our common units during 2013 through our DRIP. During the nine months ended September 30, 2013, these EPCO affiliates reinvested $75.0 million, resulting in the issuance of 1,331,774 common units under our DRIP (this amount being a component of the total common units issued under the DRIP during the nine months ended September 30, 2013). On November 7, 2013, these affiliates reinvested an additional $25.0 million under the DRIP, which increased their total investment for 2013 to $100.0 million.

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. During the nine months ended September 30, 2012, we issued 102,469 common units, which generated net proceeds of $5.4 million. We issued 110,831 common units under our EUPP during the nine months ended September 30, 2013, which generated net proceeds of $6.6 million. After taking into account the number of common units issued under the EUPP through September 30, 2013, we may issue an additional 3,744,326 common units under the amended and restated EUPP.

The net cash proceeds we received from the issuance of common units during the nine months ended September 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 1,846,198 restricted common unit awards granted to employees of EPCO vested and converted to common units during the nine months ended September 30, 2013. Of this amount, 618,317 were sold back to us by employees to cover related withholding tax requirements. The total cost of these treasury unit purchases was approximately $36.1 million. We cancelled such treasury units immediately upon acquisition. See Note 3 for additional information regarding our equity-based awards.

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 Loss

Accumulated other comprehensive loss primarily reflects the effective portion of any gains or losses on derivative instruments designated and qualified as cash flow hedges. Amounts related to cash flow hedges recorded in accumulated other comprehensive 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 loss in accumulated other comprehensive loss is immediately reclassified into earnings.

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

	Location	For the Three Months Ended September 30, 2013		For the Nine Months Ended September 30, 2013
Losses (gains) on cash flow hedges:
Interest rate derivatives	Interest expense	$	7.7	$	21.4
Commodity derivatives	Revenue		14.6		15.1
Commodity derivatives	Operating costs and expenses		--		(0.4	)
Total		$	22.3	$	36.1

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 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, which is reflected as a contribution from noncontrolling interests on our Unaudited Statements of Consolidated Cash Flows.

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
3rd Quarter	$	0.69	10/31/13	11/07/13

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.