Note 8. Equity and Distributions

Partners’ Equity

The following table summarizes changes in the number of our limited partner common units outstanding from January 1, 2018 to March 31, 2018:

Number of common units outstanding at January 1, 2018	2,161,089,479
Common units issued in connection with DRIP and EUPP	6,642,286
Common units issued in connection with the vesting of phantom unit awards	3,170,861
Cancellation of treasury units acquired in connection with the vesting of equity-based awards	(949,778	)
Common units issued in connection with employee compensation	1,443,586
Other	16,360
Number of common units outstanding at March 31, 2018	2,171,412,794

The net cash proceeds we received from the issuance of common units during the three months ended March 31, 2018 were used to temporarily reduce amounts outstanding under EPO’s commercial paper program and revolving credit facilities and for general company purposes.

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

Universal shelf registration statement. We have a universal shelf registration statement (the “2016 Shelf”) on file with the SEC which allows Enterprise Products Partners L.P. and EPO (each on a standalone basis) to issue an unlimited amount of equity and debt securities, respectively. EPO issued $2.7 billion of senior and junior subordinated notes in February 2018 using the 2016 Shelf (see Note 7).

At-the-Market (“ATM”) program. We have a registration statement on file with the SEC covering the issuance of up to $2.54 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 in connection with our 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, 2018, we did not issue any common units under the ATM program. During the three months ended March 31, 2017, we issued 12,865,371 common units under this program for aggregate gross cash proceeds of $359.7 million, resulting in total net cash proceeds of $356.0 million.

After taking into account the aggregate sales price of common units sold under the ATM program in periods prior to the first quarter of 2018, we have the capacity to issue additional common units under the ATM program up to an aggregate sales price of $2.54 billion.

Distribution reinvestment plan. We have a registration statement on file with the SEC in connection with our 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 6,509,653 common units under our DRIP during the three months ended March 31, 2018, which generated net cash proceeds of $173.3 million. Privately held affiliates of EPCO reinvested $100 million through the DRIP during the three months ended March 31, 2018 (this amount being a component of the net cash proceeds presented). During the three months ended March 31, 2017, we issued 3,325,798 common units under our DRIP, which generated net cash proceeds of $89.6 million.

After taking into account the number of common units issued under the DRIP through March 31, 2018, we have the capacity to issue an additional 74,207,487 common units under this plan.

Employee unit purchase plan. In addition to the DRIP, we have registration statements on file with the SEC in connection with our employee unit purchase plan (“EUPP”). We issued 132,633 common units under our EUPP during the three months ended March 31, 2018, which generated net cash proceeds of $3.7 million. During the three months ended March 31, 2017, we issued 114,761 common units under our EUPP, which generated net cash proceeds of $3.2 million. After taking into account the number of common units issued under the EUPP through March 31, 2018, we may issue an additional 5,628,178 common units under this plan.

Common units issued in connection with employee compensation. In February 2018, the dollar value of discretionary employee bonus payments with respect to the year ended December 31, 2017 (less any retirement plan deductions and withholding taxes) was remitted through the issuance of an equivalent value of newly issued Enterprise common units under EPCO’s 2008 Enterprise Products Long-Term Incentive Plan (Third Amendment and Restatement) (“2008 Plan”). We issued 1,443,586 common units, which had a value of $39.1 million, in connection with the employee bonus payments. The compensation expense associated with this issuance of common units was recognized during the year ended December 31, 2017.

Accumulated Other Comprehensive Income (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, January 1, 2018	$	(10.1	)	$	(165.1	)	$	3.5	$	(171.7	)
Other comprehensive income before reclassifications		3.4			11.1			--		14.5
Amounts reclassified from accumulated other comprehensive loss (income)		(14.5	)		10.5			--		(4.0	)
Total other comprehensive income (loss)		(11.1	)		21.6			--		10.5
Balance, March 31, 2018	$	(21.2	)	$	(143.5	)	$	3.5	$	(161.2	)

	Gains (Losses) on Cash Flow Hedges
	Commodity Derivative Instruments			Interest Rate Derivative Instruments			Other			Total
Balance, January 1, 2017	$	(83.8	)	$	(199.8	)	$	3.6		$	(280.0	)
Other comprehensive income (loss) before reclassifications		144.8			2.4			(0.1	)		147.1
Amounts reclassified from accumulated other comprehensive loss		7.1			9.6			--			16.7
Total other comprehensive income (loss)		151.9			12.0			(0.1	)		163.8
Balance, March 31, 2017	$	68.1		$	(187.8	)	$	3.5		$	(116.2	)

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	2018			2017
Losses (gains) on cash flow hedges:
Interest rate derivatives	Interest expense	$	10.5		$	9.6
Commodity derivatives	Revenue		(14.0	)		7.5
Commodity derivatives	Operating costs and expenses		(0.5	)		(0.4	)
Total		$	(4.0	)	$	16.7

For information regarding our interest rate and commodity derivative instruments, see Note 14.

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
2017
1st Quarter	$	0.4150	4/28/2017	5/8/2017
2018
1st Quarter	$	0.4275	4/30/2018	5/8/2018

The payment of any quarterly cash distribution is subject to Board approval and management’s evaluation of our financial condition, results of operations and cash flows in connection with such payment. Management currently expects to recommend to the Board the following additional quarterly cash distributions through the end of 2018 (with respect to each quarter presented): $0.4300, second quarter of 2018; $0.4325, third quarter of 2018; and $0.4350, fourth quarter of 2018.