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 September 30, 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		76,113,492			--			76,113,492
Common units issued in connection with DRIP and EUPP		13,334,558			--			13,334,558
Common units issued in connection with the vesting of phantom unit awards		1,149,450			--			1,149,450
Common units issued in connection with the vesting of restricted common unit awards		1,214,178			(1,214,178	)		--
Forfeiture of restricted common unit awards		--			(41,774	)		(41,774	)
Acquisition and cancellation of treasury units in connection with the vesting of equity-based awards		(403,229	)		--			(403,229	)
Other		90,707			--			90,707
Number of units outstanding at September 30, 2016		2,102,091,660			704,568			2,102,796,228

The net cash proceeds we received from the issuance of common units during the nine months ended September 30, 2016 were used to temporarily reduce principal amounts outstanding under EPO’s commercial paper program and revolving credit facilities and for general company purposes.

We expect to 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

On May 12, 2016, we filed with the SEC a new universal shelf registration statement (the “2016 Shelf”), which was immediately effective and replaced our prior universal shelf registration statement filed with the SEC in June 2013 (the “2013 Shelf”). The 2016 Shelf allows (and the prior 2013 Shelf allowed) 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.

At-the-Market (“ATM”) program

On July 11, 2016, we filed an amended registration statement with the SEC covering the issuance of up to $1.89 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. Pursuant to the ATM 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. The new registration statement was declared effective on July 14, 2016 and replaced our prior registration statement with respect to the ATM program.

During the nine months ended September 30, 2016, we sold 76,113,492 common units under the ATM program for aggregate gross proceeds of $1.87 billion. 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 $1.85 billion during the nine months ended September 30, 2016. During the nine months ended September 30, 2015, we issued 23,258,453 common units under this program for aggregate gross cash proceeds of $767.1 million, resulting in total net cash proceeds of $759.7 million. This includes 3,225,057 common units sold in March 2015 to a privately held affiliate of EPCO, which generated gross proceeds of $100 million. Following the effectiveness of the new ATM registration statement and after taking into account the aggregate sales price of common units sold under the ATM program through September 30, 2016, we have the capacity to issue additional common units under the ATM program up to an aggregate sales price of $1.75 billion.

Distribution reinvestment plan

On May 12, 2016, we filed with the SEC a new registration statement in connection with our distribution reinvestment plan (“DRIP”), which was immediately effective and amended a prior registration statement filed in March 2010. The new registration statement increased the aggregate number of our common units authorized for issuance under the DRIP from 140,000,000 to 240,000,000. 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 12,946,724 common units under our DRIP during the nine months ended September 30, 2016, which generated net cash proceeds of $306.2 million. During the nine months ended September 30, 2015, we issued 7,965,318 common units under our DRIP, which generated net cash proceeds of $242.8 million. Privately held affiliates of EPCO reinvested $100 million through the DRIP during the nine months ended September 30, 2016 (this amount being a component of the net cash proceeds presented).

After taking into account the new registration statement and the number of common units issued under the DRIP through September 30, 2016, we have the capacity to issue an additional 102,121,274 common units under this plan.

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 387,834 common units under our EUPP during the nine months ended September 30, 2016, which generated net cash proceeds of $9.8 million. During the nine months ended September 30, 2015, we issued 285,997 common units under our EUPP, which generated net cash proceeds of $8.9 million. After taking into account the number of common units issued under the EUPP through September 30, 2016, we may issue an additional 6,384,672 common units under this plan.

Noncontrolling Interests

Noncontrolling interests represent third party equity ownership interests in our consolidated subsidiaries (e.g., joint venture partners in entities in which we have a controlling ownership interest).

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		(52.2	)		(16.3	)		(0.1	)		(68.6	)
Amounts reclassified from accumulated other comprehensive loss (income)		(48.7	)		27.8			--			(20.9	)
Total other comprehensive income (loss)		(100.9	)		11.5			(0.1	)		(89.5	)
Balance, September 30, 2016	$	(44.3	)	$	(268.0	)	$	3.6		$	(308.7	)

	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		112.3			--			0.4		112.7
Amounts reclassified from accumulated other comprehensive loss (income)		(128.1	)		26.3			--		(101.8	)
Total other comprehensive income (loss)		(15.8	)		26.3			0.4		10.9
Balance, September 30, 2015	$	54.1		$	(288.5	)	$	3.7	$	(230.7	)

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

		For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	Location	2016			2015			2016			2015
Losses (gains) on cash flow hedges:
Interest rate derivatives	Interest expense	$	9.4		$	8.9		$	27.8		$	26.3
Commodity derivatives	Revenue		(23.0	)		(46.8	)		(47.6	)		(128.6	)
Commodity derivatives	Operating costs and expenses		(3.9	)		--			(1.1	)		0.5
Total		$	(17.5	)	$	(37.9	)	$	(20.9	)	$	(101.8	)

For information regarding our interest rate and commodity derivative instruments, see Note 12.

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
2nd Quarter	$	0.3800	7/31/2015	8/7/2015
3rd Quarter	$	0.3850	10/30/2015	11/6/2015
2016:
1st Quarter	$	0.3950	4/29/2016	5/6/2016
2nd Quarter	$	0.4000	7/29/2016	8/5/2016
3rd Quarter	$	0.4050	10/31/2016	11/7/2016

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 reflected the exclusion of 35,380,000 Designated Units. The temporary distribution waiver expired in November 2015; therefore, distributions paid to partners during calendar year 2016 are payable on all outstanding common units.