XML 66 R17.htm IDEA: XBRL DOCUMENT v2.4.0.8
Equity and Distributions
 9 Months Ended
Sep. 30, 2014
Equity and Distributions [Abstract]  
Equity and Distributions

Note 10.  Equity and Distributions

Partners' equity reflects the various classes of limited partner interests (i.e., common units, including restricted common units) that we have outstanding.  The following table summarizes changes in the number of Enterprise's outstanding units since December 31, 2013:

 
 
Common
Units
(Unrestricted)
  
Restricted
Common
Units
  
Total
Common
Units
 
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
  
7,355,904
   
--
   
7,355,904
 
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
  
20,842
   
--
   
20,842
 
Common units issued in connection with the vesting of restricted common unit awards
  
2,586,398
   
(2,586,398
)
  
--
 
Forfeiture of restricted common unit awards
  
--
   
(267,200
)
  
(267,200
)
Acquisition and cancellation of treasury units in connection with the
vesting of equity-based awards
  
(878,017
)
  
--
   
(878,017
)
Other
  
17,202
   
--
   
17,202
 
Number of units outstanding at September 30, 2014
  
1,875,855,573
   
4,367,616
   
1,880,223,189
 
 

On October 1, 2014, in order to fund the equity consideration paid in Step 1 of the Oiltanking acquisition, we issued 54,807,352 common units to Oiltanking Holding Americas, Inc. Pursuant to a Registration Rights Agreement, we granted the seller registration rights with respect to these common units. See Note 18 for additional information regarding the Oiltanking acquisition and the Registration Rights Agreement.

We may issue additional equity or debt securities to assist us in meeting our future liquidity and capital spending requirements.  We have a universal shelf registration statement (the "2013 Shelf") on file with the SEC.  The 2013 Shelf allows Enterprise Products Partners L.P. and EPO (on a standalone basis) to issue an unlimited amount of equity and debt securities, respectively.  EPO utilized the 2013 Shelf to issue $2.0 billion of senior notes in February 2014 (see Note 9) and $2.75 billion of senior notes in October 2014 (see Note 18).

We have a registration statement on file 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.  During the nine months ended September 30, 2014, we sold 1,590,334 common units under the "at-the-market" program for aggregate gross proceeds of $58.3 million, resulting in net cash proceeds of $57.7 million.  During the nine months ended September 30, 2013, we sold 14,569,614 common units under the program for aggregate gross proceeds of $439.6 million, resulting in net cash proceeds of $435.5 million.  After taking into account the aggregate sale price of common units sold under our at-the-market program through September 30, 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").  We issued 7,148,778 common units under our DRIP during the nine months ended September 30, 2014, which generated net cash proceeds of $240.0 million.  During the nine months ended September 30, 2013, we issued 7,298,646 common units, which generated net cash proceeds of $206.0 million.  After taking into account the number of common units issued under the DRIP through September 30, 2014, we have the capacity to issue an additional 29,812,978 common units under this plan.

In January 2014, privately held affiliates of EPCO expressed their willingness to consider purchasing through the DRIP a total of $100 million of our common units during 2014.  During the nine months ended September 30, 2014, these EPCO affiliates reinvested $75.0 million, resulting in the issuance of 2,232,872 common units under our DRIP (this amount being a component of the total common units issued under the DRIP for the nine months ended September 30, 2014).  On November 7, 2014, these EPCO affiliates reinvested an additional $25.0 million through the DRIP.

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").  We issued 207,126 common units under our EUPP during the nine months ended September 30, 2014, which generated net cash proceeds of $7.4 million.  During the nine months ended September 30, 2013, we issued 221,662 common units, which generated net cash proceeds of $6.6 million.  After taking into account the number of common units issued under the EUPP through September 30, 2014, we may issue an additional 7,219,762 common units under this plan.

The net cash proceeds we received from the issuance of common units during the nine months ended September 30, 2014 were used to temporarily reduce amounts outstanding under EPO's commercial paper program and for general company purposes.

Two-for-One Split of Limited Partner Units

On July 15, 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).  

Accumulated Other Comprehensive Loss

The following tables present the components of accumulated other comprehensive income (loss) as reported on our Unaudited Condensed 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, 2013
 
$
(14.7
)
 
$
(347.2
)
 
$
2.9
  
$
(359.0
)
Other comprehensive income before reclassifications
  
16.1
   
--
   
--
   
16.1
 
Amounts reclassified from accumulated other comprehensive loss
  
12.9
   
23.9
   
--
   
36.8
 
Total other comprehensive income
  
29.0
   
23.9
   
--
   
52.9
 
Balance, September 30, 2014
 
$
14.3
  
$
(323.3
)
 
$
2.9
  
$
(306.1
)

 
 
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
  
(22.1
)
  
6.7
   
0.4
   
(15.0
)
Amounts reclassified from accumulated other comprehensive loss
  
14.7
   
21.4
   
--
   
36.1
 
Total other comprehensive income (loss)
  
(7.4
)
  
28.1
   
0.4
   
21.1
 
Balance, September 30, 2013
 
$
2.7
  
$
(354.9
)
 
$
2.9
  
$
(349.3
)

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

 
  
For the Three Months
Ended September 30,
 
For the Nine Months
Ended September 30,
 
Location
2014
 
2013
 
2014
 
2013
 
Losses (gains) on cash flow hedges:
 
 
 
 
 
Interest rate derivatives
Interest expense
 
$
8.0
  
$
7.7
  
$
23.9
  
$
21.4
 
Commodity derivatives
Revenue
  
(17.8
)
  
14.6
   
14.5
   
15.1
 
Commodity derivatives
Operating costs and expenses
  
(0.2
)
  
--
   
(1.6
)
  
(0.4
)
Total
 
 
$
(10.0
)
 
$
22.3
  
$
36.8
  
$
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.

Cash Distributions

The following table presents Enterprise's declared quarterly cash distribution rates per common unit with respect to the quarter indicated:

 
 
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
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

As a result of the unit split completed on August 21, 2014, our historical distributions per unit were reduced (e.g., a $0.72 per unit distribution rate was adjusted to a $0.36 per unit distribution rate), but not the total amount of cash distributions paid since the number of common units outstanding doubled.

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 2014 exclude 45,120,000 Designated Units.  Distributions to be paid, if any, during 2015 will exclude 35,380,000 Designated Units.