Partners’ Capital and Distributions

Partners’ Capital

In May 2017, we filed a prospectus supplement to the shelf registration statement for our continuous equity offering program (which we refer to as an at-the-market program, or “ATM”) pursuant to which we may issue up to $750.0 million of common units in amounts, at prices and on terms to be determined by market conditions at the time. The net proceeds from any sales under the ATM, after deducting the sales agents’ commissions and our offering expenses, will be used for general partnership purposes, including repayment of indebtedness or capital expenditures. No units were issued pursuant to this program during 2017.

The following table details the changes in the number of our limited partner units outstanding from January 1, 2015 through December 31, 2017:



Limited partner units outstanding on January 1, 2015	227,068,257
January 2015—Settlement of employee LTIP awards	354,529
During 2015—Other^(a)	4,461
Limited partner units outstanding on December 31, 2015	227,427,247
February 2016—Settlement of employee LTIP awards	350,552
During 2016—Other^(a)	6,117
Limited partner units outstanding on December 31, 2016	227,783,916
January 2017—Settlement of employee LTIP awards	216,679
During 2017—Other^(a)	23,961
Limited partner units outstanding on December 31, 2017	228,024,556


(a)	Limited partner units issued to settle the equity-based retainer paid to independent directors of our general partner.

Our partnership agreement allows us to issue additional partnership securities for any partnership purpose at any time and from time to time for consideration and on terms and conditions as our general partner determines, all without approval by the limited partners.

Limited partners holding our limited partner units have the following rights, among others:


•	right to receive distributions of our available cash within 45 days after the end of each quarter;


•	right to elect the board members of our general partner;


•	right to remove Magellan GP, LLC as our general partner upon a 100% vote of outstanding unitholders;


•	right to transfer limited partner unit ownership to substitute limited partners;


•	right to receive an annual report, containing audited financial statements and a report on those financial statements by our independent public accountants, within 120 days after the close of the fiscal year end;


•	right to receive information reasonably required for tax reporting purposes within 90 days after the close of the calendar year;


•	right to vote according to the limited partners’ percentage interest in us at any meeting that may be called by our general partner; and


•	right to inspect our books and records at the unitholders’ own expense.

In the event of liquidation, we would distribute all property and cash in excess of that required to discharge all liabilities to the partners in proportion to the positive balances in their respective capital accounts. The limited partners’ liability is generally limited to their investment.

Distributions

Distributions we paid during 2015, 2016 and 2017 were as follows (in thousands, except per unit amount):



Payment Date	Per Unit Cash Distribution Amount		Total Cash Distribution
2/13/2015	$	0.6950	$	158,061
5/15/2015	0.7175		163,178
8/14/2015	0.7400		168,296
11/13/2015	0.7625		173,413
Total	$	2.9150	$	662,948

2/12/2016	$	0.7850	$	178,808
5/13/2016	0.8025		182,797
8/12/2016	0.8200		186,783
11/14/2016	0.8375		190,769
Total	$	3.2450	$	739,157

2/14/2017	$	0.8550	$	194,961
5/15/2017	0.8725		198,951
8/14/2017	0.8900		202,942
11/14/2017	0.9050		206,362
Total	$	3.5225	$	803,216