Equity-Based Awards

12 Months Ended

Dec. 31, 2023

Equity-based Awards [Abstract]

Equity-based Awards

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 years indicated:

	For the Year Ended December 31,
	2023		2022		2021
Equity-classified awards:
Phantom unit awards	$	166	$	153	$	146
Profits interest awards		6		4		6
Total	$	172	$	157	$	152

The fair value of equity-classified awards is amortized to earnings over the requisite service or vesting period.  Equity-classified awards are expected to result in the issuance of the Partnership’s common units upon vesting.

The 2008 Enterprise Products Long-Term Incentive Plan (Fourth Amendment and Restatement) (referred to as the “2008 Plan”) is a plan under which any non-employee director, employee or consultants of EPCO, the Partnership or its affiliates providing services, directly or indirectly, for the Partnership or its subsidiaries may receive incentive compensation awards in the form of options, restricted units, phantom units, distribution equivalent rights, unit appreciation rights, unit awards, other unit-based awards or substitute awards.

The maximum number of the Partnership’s common units authorized for issuance under the 2008 Plan was 165,000,000 at December 31, 2023.  The 2008 Plan is effective until November 22, 2032 or, if earlier, until (i) the time that all available common units under the 2008 Plan have been delivered to participants or (ii) the time of termination of the 2008 Plan by the Board of Directors of EPCO or by the Incentive Plan Administration Subcommittee of the Governance Committee of the Board of Enterprise GP.  After giving effect to awards granted under the 2008 Plan through December 31, 2023, a total of 109,102,487 additional common units were available for issuance.  After taking into account tax withholding requirements, we issued 4,662,539, 4,571,333 and 3,936,437 common units in connection with the vesting of phantom unit awards in the years ended December 31, 2023, 2022 and 2021, respectively.

Phantom Unit Awards

Subject to customary forfeiture provisions, phantom unit awards allow recipients to acquire the Partnership’s common units once a defined vesting period expires (at no cost to the recipient apart from fulfilling required service and other conditions).  We expect phantom units to result in the issuance of common units upon vesting; therefore, these grants are accounted for as equity-classified awards. 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.

The grant date fair value of a phantom unit award is based on the market price per unit of the Partnership’s 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 phantom unit award activity for the years indicated:

	Number of Units			Weighted- Average Grant Date Fair Value per Unit (1)
Phantom unit awards at December 31, 2020		15,669,442		$	26.76
Granted (2)		7,720,645		$	21.30
Vested		(5,648,281	)	$	26.98
Forfeited		(570,887	)	$	24.44
Phantom unit awards at December 31, 2021		17,170,919		$	24.31
Granted (3)		7,968,880		$	24.11
Vested		(6,616,741	)	$	25.08
Forfeited		(540,113	)	$	23.92
Phantom unit awards at December 31, 2022		17,982,945		$	23.94
Granted (4)		8,904,445		$	25.80
Vested		(6,786,085	)	$	24.81
Forfeited		(544,054	)	$	24.52
Phantom unit awards at December 31, 2023		19,557,251		$	24.47

(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 2021 was $164 million based on a grant date market price of the Partnership’s common units ranging from $20.79 to $22.05 per unit.  An estimated annual forfeiture rate of 2.0% was applied to these awards.
(3)	The aggregate grant date fair value of phantom unit awards issued during 2022 was $192 million based on a grant date market price of the Partnership’s common units ranging from $24.10 to $26.62 per unit.  An estimated annual forfeiture rate of 2.1% was applied to these awards.
(4)	The aggregate grant date fair value of phantom unit awards issued during 2023 was $230 million based on a grant date market price of the Partnership’s common units ranging from $25.80 to $26.70 per unit.  An estimated annual forfeiture rate of 2.0% was applied to these awards.

The 2008 Plan provides 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 by the Partnership to its 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 phantom unit awards for the years indicated:

	For the Year Ended December 31,
	2023		2022		2021
Cash payments made in connection with DERs	$	38	$	34	$	31
Total intrinsic value of phantom unit awards that vested during period	$	182	$	160	$	124

For the EPCO group of companies, the unrecognized compensation cost associated with phantom unit awards was $179 million at December 31, 2023, of which our share of such cost is currently estimated to be $144 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 2.1 years.

Profits Interest Awards

In 2018, EPCO Holdings Inc. (“EPCO Holdings”), a privately held affiliate of EPCO, contributed a portion of the Partnership’s common units it owned to form EPD 2018 Unit IV L.P. (“EPD IV”) and EPCO Unit II L.P. (“EPCO II”) (collectively referred to as “Employee Partnerships”) that serve as long-term incentive arrangements for key employees of EPCO by providing them a “profits interest” (in the form of a Class B limited partner interest) in an Employee Partnership.

On November 6, 2023, the partners of EPD IV and EPCO II amended their respective Employee Partnership’s limited partnership agreement to provide that the Class B limited partner interests therein will vest on the earliest of (i) December 3, 2027, (ii) the first date on or after November 6, 2023 for which the closing sale price of the Partnership’s common units on the NYSE is equal to or greater than $29.02 per unit (subject to certain adjustments), (iii) a change of control, or (iv) dissolution of such Employee Partnership.  As a result of these modifications, EPD IV and EPCO II will recognize incremental compensation cost of $13 million and $3 million, respectively, over the requisite service period of the awards.

In exchange for the contributions of the Partnership’s common units, EPCO Holdings was admitted as the Class A limited partner of each Employee Partnership.  Also on the applicable contribution date, certain key EPCO employees were issued Class B limited partner interests (i.e., profits interest awards) and admitted as Class B limited partners of each Employee Partnership, all without any capital contribution by such employees.  EPCO serves as the general partner of each Employee Partnership.

Each quarter, the Employee Partnerships, as owners of the Partnership’s common units, receive a cash distribution from the Partnership as do the Partnership’s other common unitholders.  The cash received by the Employee Partnership is first used to pay the Class A limited partner a cash distribution equal to the product of (i) the number of the Partnership’s common units owned by the Employee Partnership and (ii) the Class A Preference Return (subject to equitable adjustment in order to reflect any equity split, equity distribution or dividend, reverse split, combination, reclassification, recapitalization or other similar event affecting such common units).  To the extent that the Employee Partnership has cash remaining after making this quarterly payment to the Class A limited partner, the residual cash is distributed to the Class B limited partners on a quarterly basis as a distribution.

Upon liquidation of an Employee Partnership, assets having a then current fair market value equal to the Class A limited partner’s capital base in such Employee Partnership will be distributed to the Class A limited partner.  Any remaining assets of such Employee Partnership will be distributed to the Class B limited partners of such Employee Partnership as a residual profits interest, which represents the appreciation in value of the Employee Partnership’s assets since the date of EPCO Holdings’ contribution to it, as described above.

Unless otherwise agreed to by EPCO and a majority in interest of the limited partners of each Employee Partnership, such Employee Partnership will terminate at the earliest to occur of (i) 30 days following its vesting date, (ii) a change of control or (iii) a dissolution of the Employee Partnership.

Individually, each Class B limited partner interest is subject to forfeiture if the participating employee’s employment with EPCO is terminated prior to vesting, with customary exceptions for death, disability and certain retirements.  The risk of forfeiture will also lapse upon certain change of control events.  Forfeited individual Class B limited partner interests are allocated to the remaining Class B limited partners.

The following table summarizes key elements of each Employee Partnership as of December 31, 2023:

Employee Partnership	Partnership Common Units Contributed by EPCO Holdings	Class A Capital      Base (1)	Class A Preference Return Per Unit	Expected Vesting/ Liquidation Date (2)	Estimated Fair Value of Profits Interest   Awards (3)	Unrecognized Compensation   Cost (4)
EPD IV	6,400,000	$173	$0.4325	October 2024	$14	$10
EPCO II	1,600,000	$43	$0.4325	October 2024	$3	$–

(1)	Represents the fair market value of the Partnership’s common units contributed to each Employee Partnership at the applicable contribution date.
(2)	Represents the expected vesting/liquidation date based on the requisite service period (as derived using a Monte Carlo model) for each Employee Partnership.
(3)	Represents the total fair value of the profits interest awards awarded to the Class B limited partners of each Employee Partnership irrespective of how such costs will be allocated between us and EPCO and its privately held affiliates.  The fair value is as of the plan modification date.
(4)	Represents our expected share of the unrecognized compensation cost at December 31, 2023, which we expect to recognize over a weighted-average period of 0.8 years.

The fair value of each Employee Partnership as of the modification date is based on (i) the estimated value (as determined using a Black-Scholes option pricing model or Monte Carlo model, as applicable) of such Employee Partnership’s assets that would be distributed to the Class B limited partners thereof upon liquidation and (ii) the value, based on a discounted cash flow analysis, of the residual quarterly cash amounts that such Class B limited partners are expected to receive over the life of the Employee Partnership.

The following table summarizes the assumptions we used in applying a Black-Scholes option pricing model or Monte Carlo model, as applicable, to derive that portion of the estimated fair value of the profits interest awards (at either the grant date or modification date) for each Employee Partnership:

	Expected Life	Risk-Free	Expected	Expected Unit
Employee	of Award	Interest	Distribution	Price
Partnership	from Grant Date	Rate	Yield	Volatility
EPD IV	5.9 years	0.2% to 4.9%	6.5% to 8.4%	22% to 39%
EPCO II	5.9 years	0.2% to 4.9%	6.3% to 8.4%	22% to 36%

Compensation expense attributable to the profits interest awards is based on the estimated fair value of each award.  A portion of the fair value of these equity-based awards is allocated to us under the ASA as a non-cash expense.  We are not responsible for reimbursing EPCO for any expenses of the Employee Partnerships, including the value of any contributions of units made by EPCO Holdings.