Note 8. Equity and Distributions

Partners’ Equity

The following table summarizes changes in the number of our limited partner common units outstanding since December 31, 2018:

Common units outstanding at December 31, 2018	2,184,869,029
Common unit repurchases under 2019 Buyback Program	(1,852,392	)
Common units issued in connection with DRIP and EUPP	1,516,779
Common units issued in connection with employee compensation	1,626,041
Common units issued in connection with the vesting of phantom unit awards, net	2,379,620
Other	21,595
Common units outstanding at March 31, 2019	2,188,560,672

The net cash proceeds we received from the issuance of common units during the three months ended March 31, 2019 were used to temporarily reduce amounts outstanding under EPO’s commercial paper program and for general company purposes, including for growth capital expenditures.

We may issue additional equity and debt securities to assist us in meeting our future liquidity requirements, including those related to capital investments. We have a universal shelf registration statement (the “2019 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. The 2019 Shelf replaced our prior universal shelf registration statement, which was set to expire in May 2019.

We also 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 at-the-market (“ATM”) program. During the three months ended March 31, 2019 and 2018, we did not issue any common units under the ATM program. After taking into account the aggregate sales price of common units sold under the ATM program through March 31, 2019, we have the capacity to issue additional common units under the ATM program up to an aggregate sales price of $2.54 billion.

Common unit repurchases under 2019 Buyback Program

In January 2019, we announced that the Board of Enterprise GP had approved a $2.0 billion multi-year unit buyback program (the “2019 Buyback Program”), which provides the partnership with an additional method to return capital to investors. The 2019 Buyback Program authorizes the partnership to repurchase its common units from time to time, including through open market purchases and negotiated transactions. The timing and pace of buy backs under the program will be determined by a number of factors including (i) our financial performance and flexibility, (ii) organic growth and acquisition opportunities with higher potential returns on investment, (iii) our unit price and implied cash flow yield and (iv) maintaining targeted financial leverage with a debt-to-normalized adjusted EBITDA, or earnings before interest, taxes, depreciation and amortization, ratio in the 3.5 times area. No time limit has been set for completion of the program, and it may be suspended or discontinued at any time.

We repurchased 1,852,392 common units under the 2019 Buyback Program during the three months ended March 31, 2019 for a total purchase price of $51.6 million, excluding commissions and fees. The repurchased units were cancelled immediately upon acquisition. At March 31, 2019, the remaining available capacity under the 2019 Buyback Program was $1.95 billion.

Common units issued in connection with DRIP and EUPP

We have registration statements on file with the SEC in connection with our distribution reinvestment plan (“DRIP”) and employee unit purchase plan (“EUPP”). We issued a total of 1,368,145 common units under the DRIP during the three months ended March 31, 2019, which generated net cash proceeds of $38.5 million. During the three months ended March 31, 2018, we issued 6,509,653 common units under our DRIP, which generated net cash proceeds of $173.3 million. After taking into account the number of common units issued under the DRIP through March 31, 2019, we have the capacity to issue an additional 60,032,214 common units under this plan.

We issued 148,634 common units under the EUPP during the three months ended March 31, 2019, which generated net cash proceeds of $4.2 million. During the three months ended March 31, 2018, we issued 132,633 common units under our EUPP, which generated net cash proceeds of $3.7 million. After taking into account the number of common units issued under the EUPP through March 31, 2019, we may issue an additional 5,067,007 common units under this plan.

Common Units Issued in Connection With Employee Compensation

In February 2019, certain employees of EPCO received discretionary bonus payments, less any retirement plan deductions and applicable withholding taxes, for work performed on our behalf during the prior fiscal year (e.g., the February 2019 bonus amount was with respect to the year ended December 31, 2018). The net dollar value of the bonus amounts 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”). In February 2019, we issued 1,626,041 common units, which had a value of $45.6 million, in connection with the employee bonus awards. The compensation expense associated with each bonus award was recognized during the year in which the work was performed.

Common Units Issued in Connection With the Vesting of Phantom Unit Awards

After taking into account tax withholding requirements, a net 2,379,620 common units were issued to employees in the first quarter of 2019 in connection with the vesting of phantom unit awards. See Note 12 information regarding our phantom unit awards.

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:

	Cash Flow Hedges
	Commodity Derivative Instruments			Interest Rate Derivative Instruments			Other			Total
Accumulated Other Comprehensive Income (Loss), December 31, 2018	$	152.7		$	(104.8	)	$	3.0		$	50.9
Other comprehensive income (loss) for period, before reclassifications		(95.2	)		--			(0.6	)		(95.8	)
Reclassification of losses (gains) to net income during period		(58.3	)		9.2			--			(49.1	)
Total other comprehensive income (loss) for period		(153.5	)		9.2			(0.6	)		(144.9	)
Accumulated Other Comprehensive Income (Loss), March 31, 2019	$	(0.8	)	$	(95.6	)	$	2.4		$	(94.0	)

	Cash Flow Hedges
	Commodity Derivative Instruments			Interest Rate Derivative Instruments			Other		Total
Accumulated Other Comprehensive Income (Loss), December 31, 2017	$	(10.1	)	$	(165.1	)	$	3.5	$	(171.7	)
Other comprehensive income (loss) for period, before reclassifications		3.4			11.1			--		14.5
Reclassification of losses (gains) to net income during period		(14.5	)		10.5			--		(4.0	)
Total other comprehensive income (loss) for period		(11.1	)		21.6			--		10.5
Accumulated Other Comprehensive Income (Loss), March 31, 2018	$	(21.2	)	$	(143.5	)	$	3.5	$	(161.2	)

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	2019			2018
Losses (gains) on cash flow hedges:
Interest rate derivatives	Interest expense	$	9.2		$	10.5
Commodity derivatives	Revenue		(65.3	)		(14.0	)
Commodity derivatives	Operating costs and expenses		7.0			(0.5	)
Total		$	(49.1	)	$	(4.0	)

For information regarding our interest rate and commodity derivative instruments, see Note 13.

Cash Distributions

In January 2019, management announced its plans to recommend to the Board an increase of $0.0025 per unit per quarter in our cash distribution rate with respect to 2019. The anticipated rate of increase would result in distributions for 2019 of $1.7650 per unit, which would be 2.3% higher than those paid for 2018 of $1.7250 per unit. 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.

On April 8, 2019, we announced that the Board declared a cash distribution of $0.4375 per common unit with respect to the first quarter of 2019, which represents a 2.3% increase over the $0.4275 per common unit declared and paid with respect to the first quarter of 2018. The distribution with respect to the first quarter of 2019 will be paid on May 13, 2019 to unitholders of record as of the close of business on April 30, 2019.