Note 13. Equity-Based Awards

An allocated portion of the fair value of EPCO's equity-based awards is charged to us under the ASA. The following table summarizes compensation expense we recognized in connection with equity-based awards for the periods indicated:

	For the Year Ended December 31,
	2015		2014		2013
Equity-classified awards:
Restricted common unit awards	$	14.7	$	42.1	$	71.5
Phantom unit awards		78.3		45.1		--
Unit option awards		--		--		0.8
Liability-classified awards		0.2		0.3		0.5
Total	$	93.2	$	87.5	$	72.8

The fair value of equity-classified awards is amortized into earnings over the requisite service or vesting period. Equity-classified awards are expected to result in the issuance of common units upon vesting. Compensation expense for liability-classified awards is recognized over the requisite service or vesting period based on the fair value of the award remeasured at each reporting date. Liability-classified awards are settled in cash upon vesting.

At December 31, 2015, EPCO's significant long-term incentive plans applicable to us were the Enterprise Products 1998 Long-Term Incentive Plan ("1998 Plan") and the 2008 Enterprise Products Long-Term Incentive Plan (Third Amendment and Restatement) ("2008 Plan"). The 1998 Plan provides for awards of our common units and other rights to our non-employee directors and to employees of EPCO and its affiliates providing services to us. Awards under the 1998 Plan may be granted in the form of unit options, restricted common units, phantom units and distribution equivalent rights ("DERs"). Up to 14,000,000 of our common units may be issued as awards under the 1998 Plan. After giving effect to awards granted under the 1998 Plan through December 31, 2015, a total of 3,073,703 additional common units were available for issuance.

The 2008 Plan (as amended and restated) is a long-term incentive plan under which any employee or consultant of EPCO, us or our affiliates that provides services to us, directly or indirectly, may receive incentive compensation awards in the form of options, restricted common units, phantom units, DERs, unit appreciation rights ("UARs"), unit awards, other unit-based awards or substitute awards. Non-employee directors of our general partner may also participate in the 2008 Plan. The maximum number of common units available for issuance under the 2008 Plan was 30,000,000 at December 31, 2015. This amount automatically increased under the terms of the 2008 Plan by 5,000,000 common units on January 1, 2016 and will continue to automatically increase annually on January 1 thereafter during the term of the 2008 Plan; provided, however, that in no event shall the maximum aggregate number exceed 70,000,000 common units. The 2008 Plan is effective until September 30, 2023 or, if earlier, until the time that all available common units under the 2008 Plan have been delivered to participants or the time of termination of the 2008 Plan by the Board of Directors of EPCO or by the Audit and Conflicts Committee. After giving effect to awards granted under the 2008 Plan through December 31, 2015, a total of 16,669,007 additional common units were available for issuance.

Phantom Unit Awards

Phantom unit awards allow recipients to acquire our common units (at no cost to the recipient apart from fulfilling service and other conditions) once a defined vesting period expires, subject to customary forfeiture provisions. Phantom unit awards generally vest at a rate of 25% per year beginning one year after the grant date and are non-vested until the required service periods expire.

At December 31, 2015, substantially all of our phantom unit awards are expected to result in the issuance of common units upon vesting; therefore, the applicable awards are accounted for as equity-classified awards. The grant date fair value of a phantom unit award is based on the market price per unit of our common units on the date of grant. Compensation expense is recognized based on the grant date fair value, net of an allowance for estimated forfeitures, over the requisite service or vesting period. These awards were first issued in February 2014.

The following table presents phantom unit award activity for the periods indicated:

	Number of Units			Weighted- Average Grant Date Fair Value per Unit (1)
Phantom unit awards at December 31, 2013		--		$	--
Granted (2)		3,530,710		$	33.12
Vested		(38,200	)	$	33.04
Forfeited		(150,120	)	$	33.12
Phantom unit awards at December 31, 2014		3,342,390		$	33.13
Granted (3)		3,496,140		$	33.96
Vested		(940,415	)	$	33.14
Forfeited		(471,166	)	$	33.51
Phantom unit awards at December 31, 2015		5,426,949		$	33.63

(1) Determined by dividing the aggregate grant date fair value of awards (before an allowance for forfeitures) by the number of awards issued. (2) The aggregate grant date fair value of phantom unit awards issued during 2014 was $117.0 million based on a grant date market price of our common units ranging from $33.04 to $37.59 per unit. An estimated annual forfeiture rate of 3.4% was applied to these awards. (3) The aggregate grant date fair value of phantom unit awards issued during 2015 was $118.7 million based on a grant date market price of our common units ranging from $27.31 to $34.40 per unit. An estimated annual forfeiture rate of 3.5% was applied to these awards.

After taking into account tax withholding requirements, we issued 618,395 common units and 23,311 common units in connection with the vesting of phantom unit awards in the years ended December 31, 2015 and 2014, respectively.

Our long-term incentive plans provide for the issuance of DERs in connection with phantom unit awards. A DER entitles the participant to nonforfeitable cash payments equal to the product of the number of phantom unit awards outstanding for the participant and the cash distribution per common unit paid to our common unitholders. Cash payments made in connection with DERs are charged to partners' equity when the phantom unit award is expected to result in the issuance of common units; otherwise, such amounts are expensed.

The following table presents supplemental information regarding our phantom unit awards and DERs for the periods indicated:

	For the Year Ended December 31,
	2015		2014		2013
Cash payments made in connection with DERs	$	7.7	$	3.7	$	--
Total intrinsic value of phantom unit awards that vested during period	$	31.2	$	1.4	$	--

For the EPCO group of companies, the unrecognized compensation cost associated with phantom unit awards was $77.0 million at December 31, 2015, of which our share of the cost is currently estimated to be $69.2 million. Due to the graded vesting provisions of these awards, we expect to recognize our share of the unrecognized compensation cost for these awards over a weighted-average period of 2.0 years.

Restricted Common Unit Awards

Restricted common unit awards allow recipients to acquire our common units (at no cost to the recipient apart from fulfilling service and other conditions) once a defined vesting period expires, subject to customary forfeiture provisions. Restricted common unit awards generally vest at a rate of 25% per year beginning one year after the grant date and are non-vested until the required service periods expire. Restricted common units are included in the number of common units outstanding as presented on our Consolidated Balance Sheets.

The fair value of a restricted common unit award is based on the market price per unit of our common units on the date of grant. Compensation expense is recognized based on the grant date fair value, net of an allowance for estimated forfeitures, over the requisite service or vesting period.

The following table presents restricted common unit award activity for the periods indicated:

	Number of Units			Weighted- Average Grant Date Fair Value per Unit (1)
Restricted common units at December 31, 2012		7,786,972		$	20.43
Granted (2)		3,549,052		$	28.61
Vested		(3,770,696	)	$	17.48
Forfeited		(344,114	)	$	23.82
Restricted common units at December 31, 2013		7,221,214		$	25.83
Vested		(2,634,074	)	$	23.94
Forfeited		(357,350	)	$	26.38
Restricted common units at December 31, 2014		4,229,790		$	26.96
Vested		(2,009,970	)	$	26.00
Forfeited		(259,300	)	$	27.53
Restricted common units at December 31, 2015		1,960,520		$	27.88

(1) Determined by dividing the aggregate grant date fair value of awards (before an allowance for forfeitures) by the number of awards issued. (2) The aggregate grant date fair value of restricted common unit awards issued during 2013 was $101.5 million based on a grant date market price of our common units ranging from $28.56 to $31.74 per unit. An estimated annual forfeiture rate of 3.9% was applied to these awards.

Each recipient of a restricted common unit award is entitled to nonforfeitable cash distributions equal to the product of the number of restricted common units outstanding for the participant and the cash distribution per unit paid to our common unitholders. These distributions are included in "Cash distributions paid to limited partners" as presented on our Statements of Consolidated Cash Flows.

The following table presents supplemental information regarding our restricted common unit awards for the periods indicated:

	For the Year Ended December 31,
	2015		2014		2013
Cash distributions paid to restricted common unitholders	$	4.0	$	7.3	$	10.6
Total intrinsic value of restricted common unit awards that vested during period	$	67.3	$	87.1	$	109.9

For the EPCO group of companies, the unrecognized compensation cost associated with restricted common unit awards was an aggregate $7.2 million at December 31, 2015, of which our share of the cost is currently estimated to be $5.7 million. Due to the graded vesting provisions of these awards, we expect to recognize our share of the unrecognized compensation cost for these awards over a weighted-average period of 1.0 year.

Unit Option Awards

EPCO's long-term incentive plans provide for the issuance of non-qualified incentive options denominated in our common units. All of our unit option awards had been exercised as of December 31, 2015 and no new unit option awards were granted during the three years ended December 31, 2015. When issued, the exercise price of each unit option award was equal to the market price of our common units on the date of grant. In general, unit option awards had a vesting period of four years from the date of grant and expired at the end of the calendar year following the year of vesting. The fair value of each unit option award was estimated on the date of grant using a Black-Scholes option pricing model, which incorporated various assumptions including expected life of the option, risk-free interest rates, expected distribution yield of our common units, and expected price volatility of our common units. Compensation expense recorded in connection with unit option awards was based on the grant date fair value, net of an allowance for estimated forfeitures, over the requisite service or vesting period.

The following table presents unit option award activity for the periods indicated:

	Number of Units			Weighted- Average Strike Price (dollars/unit)
Unit option awards at December 31, 2012		5,522,280		$	13.71
Exercised		(1,472,280	)	$	14.98
Unit option awards at December 31, 2013		4,050,000		$	13.24
Exercised		(2,720,000	)	$	11.83
Forfeited		(60,000	)	$	16.14
Unit option awards at December 31, 2014 (1)		1,270,000		$	16.14
Exercised		(1,270,000	)	$	16.14
Unit option awards at December 31, 2015		--		$	--

(1) All of the unit option awards outstanding at December 31, 2014 vested during 2014 and were exercised during 2015.

In order to fund its unit option award-related obligations, EPCO purchased our common units at fair value directly from us. When employees exercise unit option awards, we reimburse EPCO for the cash difference between the strike price paid by the employee and the actual purchase price paid by EPCO for the units issued to the employee.

The following table presents supplemental information regarding our unit option awards during the periods indicated:

	For the Year Ended December 31,
	2015		2014		2013
Total intrinsic value of unit option awards exercised during period	$	21.7	$	57.5	$	19.8
Cash received from EPCO in connection with the exercise of unit option awards	$	13.1	$	33.4	$	11.5
Unit option award-related cash reimbursements to EPCO	$	21.7	$	57.5	$	19.8

As of December 31, 2015, all compensation expense related to unit option awards had been recognized.