Note 8. Equity and Distributions

Partners Equity

Partners' equity reflects the limited partner interests (i.e., common units, including restricted common units) that we have outstanding. The following table summarizes changes in the number of our outstanding units from December 31, 2015 to March 31, 2016:

	Common Units (Unrestricted)			Restricted Common Units			Total Common Units
Number of units outstanding at December 31, 2015		2,010,592,504			1,960,520			2,012,553,024
Common units issued in connection with ATM program		35,396,147			--			35,396,147
Common units issued in connection with DRIP and EUPP		7,282,006			--			7,282,006
Common units issued in connection with the vesting of phantom unit awards		1,053,117			--			1,053,117
Common units issued in connection with the vesting of restricted common unit awards		1,167,578			(1,167,578	)		--
Forfeiture of restricted common unit awards		--			(9,350	)		(9,350	)
Acquisition and cancellation of treasury units in connection with the vesting of equity-based awards		(388,396	)		--			(388,396	)
Other		20,630			--			20,630
Number of units outstanding at March 31, 2016		2,055,123,586			783,592			2,055,907,178

The net cash proceeds we received from the issuance of common units during the three months ended March 31, 2016 were used to temporarily reduce amounts outstanding under EPO's commercial paper program and revolving credit facilities and for general company purposes.

Universal shelf registration statement

We expect to issue additional equity and debt securities to assist us in meeting our future liquidity requirements, including those related to capital spending. 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 (each on a standalone basis) to issue an unlimited amount of equity and debt securities, respectively. See Note 7 for information regarding an offering of senior notes we completed in April 2016 using the 2013 Shelf.

The 2013 Shelf will expire in June 2016, at which time we expect to file a replacement universal shelf registration statement.

ATM program

We have a registration statement on file with the SEC in connection with our "at-the-market" program (or "ATM program"). Pursuant to this 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 three months ended March 31, 2016, we sold 35,396,147 common units under the ATM program for aggregate gross proceeds of $856.5 million. This includes 3,830,256 common units sold in January 2016 to privately held affiliates of EPCO, which generated gross proceeds of $100 million. After taking into account applicable costs, our transactions under the ATM program resulted in aggregate net cash proceeds of $849.0 million during the three months ended March 31, 2016. During the three months ended March 31, 2015, we issued 12,350,761 common units under this program for aggregate gross cash proceeds of $407.8 million, resulting in total net cash proceeds of $404.2 million.

During the period April 1, 2016 through April 8, 2016, we sold an additional 25,550,931 common units under the ATM program for aggregate gross proceeds of $594.1 million, resulting in net cash proceeds of $592.0 million. After taking into account the aggregate sales price of common units sold under our ATM program through April 8, 2016, our capacity under the applicable registration statement was reduced to $415.7 million. On April 22, 2016, we filed a registration statement with the SEC that (when declared effective) will replace our existing registration statement with respect to the ATM program and increase the available capacity under the ATM program to allow us to issue up to an aggregate $2.17 billion of additional common units, inclusive of the remaining capacity under such existing registration statement.

Distribution reinvestment plan

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 ("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. We issued a total of 7,162,744 common units under our DRIP during the three months ended March 31, 2016, which generated net cash proceeds of $159.8 million. During the three months ended March 31, 2015, we issued 1,869,079 common units under our DRIP, which generated net cash proceeds of $61.7 million. Privately held affiliates of EPCO reinvested $100 million through the DRIP during the three months ended March 31, 2016 (this amount being a component of the net cash proceeds presented). After taking into account the number of common units issued under the DRIP through March 31, 2016, we have the capacity to issue an additional 7,905,254 common units under this plan. We expect to file a new registration statement during the second quarter of 2016 to increase the number of common units available for issuance under the DRIP.

Employee unit purchase plan

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 our employee unit purchase plan ("EUPP"). We issued 119,262 common units under our EUPP during the three months ended March 31, 2016, which generated net cash proceeds of $2.7 million. During the three months ended March 31, 2015, we issued 71,753 common units under our EUPP, which generated net cash proceeds of $2.5 million. After taking into account the number of common units issued under the EUPP through March 31, 2016, we may issue an additional 6,653,244 common units under this plan.

Noncontrolling Interests

Noncontrolling interests represent third party equity ownership interests in our consolidated subsidiaries.

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, 2015	$	56.6		$	(279.5	)	$	3.7		$	(219.2	)
Other comprehensive loss before reclassifications		(1.2	)		--			(0.1	)		(1.3	)
Amounts reclassified from accumulated other comprehensive loss (income)		(57.2	)		9.2			--			(48.0	)
Total other comprehensive income (loss)		(58.4	)		9.2			(0.1	)		(49.3	)
Balance, March 31, 2016	$	(1.8	)	$	(270.3	)	$	3.6		$	(268.5	)

	Gains (Losses) on Cash Flow Hedges
	Commodity Derivative Instruments			Interest Rate Derivative Instruments			Other		Total
Balance, December 31, 2014	$	69.9		$	(314.8	)	$	3.3	$	(241.6	)
Other comprehensive income before reclassifications		30.8			--			--		30.8
Amounts reclassified from accumulated other comprehensive loss (income)		(61.1	)		8.7			--		(52.4	)
Total other comprehensive income (loss)		(30.3	)		8.7			--		(21.6	)
Balance, March 31, 2015	$	39.6		$	(306.1	)	$	3.3	$	(263.2	)

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

		For the Three Months Ended March 31,
	Location	2016			2015
Losses (gains) on cash flow hedges:
Interest rate derivatives	Interest expense	$	9.2		$	8.7
Commodity derivatives	Revenue		(58.8	)		(61.1	)
Commodity derivatives	Operating costs and expenses		1.6			--
Total		$	(48.0	)	$	(52.4	)

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
2015:
1st Quarter	$	0.3750	4/30/2015	5/7/2015
2016:
1st Quarter	$	0.3950	4/29/2016	5/6/2016

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 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 to partners during 2015 excluded 35,380,000 Designated Units. The temporary distribution waiver expired in November 2015; therefore, distributions to be paid, if any, during calendar year 2016 will include all common units owned by the privately held affiliates of EPCO.