Note 8. Equity and Distributions

Partners’ Equity

Partners’ equity reflects the various classes of limited partner interests (i.e., common units, including restricted common units) outstanding. The following table summarizes changes in the number of our outstanding units from January 1, 2017 to September 30, 2017:

	Common Units (Unrestricted)			Restricted Common Units			Total Common Units
Number of units outstanding at January 1, 2017		2,116,906,120			682,294			2,117,588,414
Common units issued in connection with ATM program		21,807,726			--			21,807,726
Common units issued in connection with DRIP and EUPP		10,710,589			--			10,710,589
Common units issued in connection with the vesting of phantom unit awards		2,413,070			--			2,413,070
Common units issued in connection with the vesting of restricted common unit awards		679,370			(679,370	)		--
Forfeiture of restricted common unit awards		--			(1,250	)		(1,250	)
Cancellation of treasury units acquired in connection with the vesting of equity-based awards		(1,006,715	)		--			(1,006,715	)
Common units issued in connection with employee compensation		1,176,103			--			1,176,103
Other		14,685			--			14,685
Number of units outstanding at September 30, 2017		2,152,700,948			1,674			2,152,702,622

The net cash proceeds we received from the issuance of common units during the nine months ended September 30, 2017 were used to temporarily reduce 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. We have a universal shelf registration statement (the “2016 Shelf”) on file with the SEC. The 2016 Shelf 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 $1.7 billion of junior subordinated notes in August 2017 using this registration statement (see Note 7).

At-the-Market (“ATM”) program. We have a registration statement on file 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 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 nine months ended September 30, 2017, we sold 21,807,726 common units under the ATM program for aggregate gross proceeds of $603.1 million. After taking into account applicable costs, our transactions under the ATM program resulted in aggregate net cash proceeds of $597.3 million during the nine months ended September 30, 2017.

During the nine months ended September 30, 2016, we issued 76,113,492 common units under this program for aggregate gross cash proceeds of $1.87 billion, resulting in total net cash proceeds of $1.85 billion. This includes 3,830,256 common units sold in January 2016 to a privately held affiliate of EPCO, which generated gross proceeds of $100 million.

After taking into account the aggregate sales price of common units sold under the ATM program through September 30, 2017, we have the capacity to issue additional common units under the ATM program up to an aggregate sales price of $838.6 million.

Distribution reinvestment plan. We also have registration statements on file with the SEC collectively authorizing the issuance of up to 240,000,000 of our common units in connection with a 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 10,345,655 common units under our DRIP during the nine months ended September 30, 2017, which generated net cash proceeds of $269.9 million. During the nine months ended September 30, 2016, we issued 12,946,724 common units under our DRIP, which generated net cash proceeds of $306.2 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 number of common units issued under the DRIP through September 30, 2017, we have the capacity to issue an additional 88,912,840 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 364,934 common units under our EUPP during the nine months ended September 30, 2017, which generated net cash proceeds of $10.0 million. During the nine months ended September 30, 2016, we issued 387,834 common units under our EUPP, which generated net cash proceeds of $9.8 million. After taking into account the number of common units issued under the EUPP through September 30, 2017, we may issue an additional 5,900,541 common units under this plan.

Common units issued in connection with employee compensation. In February 2017, the dollar value of discretionary employee bonus payments with respect to the year ended December 31, 2016 (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 1,176,103 common units, which had a value of $33.7 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, 2016. See Note 11 for additional information regarding the 2008 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 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, 2017	$	(83.8	)	$	(199.8	)	$	3.6		$	(280.0	)
Other comprehensive loss before reclassifications		(2.6	)		(4.8	)		(0.1	)		(7.5	)
Amounts reclassified from accumulated other comprehensive loss (income)		(49.0	)		29.9			--			(19.1	)
Total other comprehensive income (loss)		(51.6	)		25.1			(0.1	)		(26.6	)
Balance, September 30, 2017	$	(135.4	)	$	(174.7	)	$	3.5		$	(306.6	)

	Gains (Losses) on Cash Flow Hedges
	Commodity Derivative Instruments			Interest Rate Derivative Instruments			Other			Total
Balance, January 1, 2016	$	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	)

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	2017			2016			2017			2016
Losses (gains) on cash flow hedges:
Interest rate derivatives	Interest expense	$	10.3		$	9.4		$	29.9		$	27.8
Commodity derivatives	Revenue		(10.6	)		(23.0	)		(49.1	)		(47.6	)
Commodity derivatives	Operating costs and expenses		0.5			(3.9	)		0.1			(1.1	)
Total		$	0.2		$	(17.5	)	$	(19.1	)	$	(20.9	)

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
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
2017
1st Quarter	$	0.4150	4/28/2017	5/8/2017
2nd Quarter	$	0.4200	7/31/2017	8/7/2017
3rd Quarter	$	0.4225	10/31/2017	11/7/2017

In October 2017, management announced plans to recommend to the Board cash distribution increases per quarter of $0.0025 per unit with respect to each of the six fiscal quarters beginning with the third quarter of 2017 and ending with the fourth quarter of 2018. The Board declared a $0.4225 per common unit cash distribution to limited partners with respect to the third quarter of 2017, which will be paid on November 7, 2017. Management currently expects to recommend to the Board the following quarterly cash distributions through the end of 2018 (with respect to each quarter presented): $0.4250, fourth quarter of 2017; $0.4275, first quarter of 2018; $0.4300, second quarter of 2018; $0.4325, third quarter of 2018; and $0.4350, fourth quarter of 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 will propose recommendations to the Board regarding our cash distribution growth rate for 2019 as we consider future investment opportunities and alternatives for returning capital to investors.