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Equity-Based Awards

12 Months Ended

Dec. 31, 2024

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,
	2024		2023		2022
Equity-classified awards:
Phantom unit awards	$	178	$	166	$	153
Profits interest awards		10		6		4
Total	$	188	$	172	$	157

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, 2024. 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, 2024, a total of 103,056,553 additional common units were available for issuance. After taking into account tax withholding requirements, we issued 4,990,360, 4,662,539 and 4,571,333 common units in connection with the vesting of phantom unit awards in the years ended December 31, 2024, 2023 and 2022, 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, 2021		17,170,919		$	24.31
Granted (2)		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 (3)		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
Granted (4)		8,881,820		$	26.25
Vested		(7,304,071	)	$	24.51
Forfeited		(542,749	)	$	25.39
Phantom unit awards at December 31, 2024		20,592,251		$	25.21

(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 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.
(3)	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.
(4)	The aggregate grant date fair value of phantom unit awards issued during 2024 was $233 million based on a grant date market price of the Partnership’s common units ranging from $26.25 to $29.64 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,
	2024		2023		2022
Cash payments made in connection with DERs	$	43	$	38	$	34
Total intrinsic value of phantom unit awards that vested during period	$	199	$	182	$	160

For the EPCO group of companies, the unrecognized compensation cost associated with phantom unit awards was $195 million at December 31, 2024, of which our share of such cost is currently estimated to be $153 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 served 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.

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 served as the general partner of each Employee Partnership.

Each quarter, the Employee Partnerships, as owners of the Partnership’s common units, received a cash distribution from the Partnership as did the Partnership’s other common unitholders. The cash received by the Employee Partnership was 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 had cash remaining after making the quarterly payment to the Class A limited partner, the residual cash was distributed to the Class B limited partners on a quarterly basis as a distribution.

The Class B limited partner interests of these two Employee Partnerships vested on March 26, 2024 when the closing market price of the Partnership’s common units exceeded $29.02 per unit and the Employee Partnerships were subsequently liquidated. Upon liquidation of the Employee Partnerships, assets having a then current fair market value equal to the Class A limited partner’s capital base in each Employee Partnership were distributed to the Class A limited partner. The remaining assets of each Employee Partnership were distributed to the Class B limited partners as a residual profits interest, which represented the appreciation in value of the Employee Partnership’s assets since the date of EPCO Holdings’ contribution to it, as described above. The Employee Partnerships were terminated within 30 days following the vesting date.

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