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 June 30, 2018:

Number of common units outstanding at January 1, 2018	2,161,089,479
Common units issued in connection with DRIP and EUPP	9,877,090
Common units issued in connection with the vesting of phantom unit awards	3,285,976
Cancellation of treasury units acquired in connection with the vesting of equity-based awards	(984,605	)
Common units issued in connection with employee compensation	1,443,586
Common units issued in connection with land acquisition (see Note 4)	1,223,242
Other	16,360
Number of common units outstanding at June 30, 2018	2,175,951,128

The net cash proceeds we received from the issuance of common units during the six months ended June 30, 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 six months ended June 30, 2018, we did not issue any common units under the ATM program. During the six months ended June 30, 2017, we issued 20,857,006 common units under this program for aggregate gross cash proceeds of $577.3 million, resulting in total net cash proceeds of $571.8 million.

After taking into account the aggregate sales price of common units sold under the ATM program in periods prior to fiscal 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 9,608,839 common units under our DRIP during the six months ended June 30, 2018, which generated net cash proceeds of $253.7 million. Privately held affiliates of EPCO reinvested $100 million through the DRIP during the six months ended June 30, 2018 (this amount being a component of the net cash proceeds presented). During the six months ended June 30, 2017, we issued 6,802,889 common units under our DRIP, which generated net cash proceeds of $178.9 million. After taking into account the number of common units issued under the DRIP through June 30, 2018, we have the capacity to issue an additional 71,108,301 common units under this plan.

Privately held affiliates of EPCO reinvested an additional $106 million through the DRIP in connection with the distribution paid in August 2018.

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 268,251 common units under our EUPP during the six months ended June 30, 2018, which generated net cash proceeds of $7.3 million. During the six months ended June 30, 2017, we issued 232,792 common units under our EUPP, which generated net cash proceeds of $6.4 million. After taking into account the number of common units issued under the EUPP through June 30, 2018, we may issue an additional 5,492,560 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 (loss) before reclassifications		(10.2	)		14.6			(0.5	)		3.9
Amounts reclassified from accumulated other comprehensive loss		24.7			19.9			--			44.6
Total other comprehensive income (loss)		14.5			34.5			(0.5	)		48.5
Balance, June 30, 2018	$	4.4		$	(130.6	)	$	3.0		$	(123.2	)

	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		175.2			(4.5	)		(0.1	)		170.6
Amounts reclassified from accumulated other comprehensive loss (income)		(38.9	)		19.6			--			(19.3	)
Total other comprehensive income (loss)		136.3			15.1			(0.1	)		151.3
Balance, June 30, 2017	$	52.5		$	(184.7	)	$	3.5		$	(128.7	)

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

		For the Three Months Ended June 30,						For the Six Months Ended June 30,
	Location	2018			2017			2018			2017
Losses (gains) on cash flow hedges:
Interest rate derivatives	Interest expense	$	9.4		$	10.0		$	19.9		$	19.6
Commodity derivatives	Revenue		39.4			(46.0	)		25.4			(38.5	)
Commodity derivatives	Operating costs and expenses		(0.2	)		--			(0.7	)		(0.4	)
Total		$	48.6		$	(36.0	)	$	44.6		$	(19.3	)

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
2nd Quarter	$	0.4200	7/31/2017	8/7/2017
2018
1st Quarter	$	0.4275	4/30/2018	5/8/2018
2nd Quarter	$	0.4300	7/31/2018	8/8/2018

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): $0.4325, third quarter of 2018; and $0.4350, fourth quarter of 2018.

Noncontrolling Interests

In June 2018, pursuant to an option agreement, an affiliate of Western Gas Partners, LP (“Western”) acquired a noncontrolling 20% equity interest in our subsidiary, Whitethorn Pipeline Company LLC (“Whitethorn”), for approximately $189.6 million in cash. Whitethorn owns the Midland-to-ECHO pipeline, which originates at our Midland, Texas terminal and extends 416 miles to our Sealy, Texas facility. This amount is a component of contributions from noncontrolling interests as presented on our Unaudited Condensed Statement of Consolidated Cash Flows for the six months ended June 30, 2018.

In January 2018, we announced a project to construct, own and operate an ethylene export facility, the location of which was subsequently determined to be at our Morgan’s Point facility on the Houston Ship Channel. Navigator Ethylene Terminals LLC holds a noncontrolling 50% equity interest in our consolidated subsidiary, Enterprise Navigator Ethylene Terminal LLC, that owns the export facility, which is expected to be completed in the fourth quarter of 2019.

Other

In May 2018, Apache Corporation (“Apache”) executed a long-term supply agreement with us whereby Apache would sell all of its NGL production from the Alpine High discovery to Enterprise. Alpine High is a major hydrocarbon resource located in the Delaware Basin that encompasses rich natural gas (i.e., gas that has a high NGL content), dry natural gas and oil-bearing horizons. In conjunction with the long-term NGL supply agreement, we granted Apache an option to acquire up to a 33% equity interest in our subsidiary that owns the Shin Oak NGL Pipeline, which is currently under construction and expected to be placed into service during the first quarter of 2019. The option is exercisable once the pipeline is placed into commercial service.