Equity-Based Awards

6 Months Ended

Jun. 30, 2022

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 periods indicated:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Equity-classified awards:
Phantom unit awards	$	40	$	38	$	78	$	76
Profits interest awards		1		3		2		4
Total	$	41	$	41	$	80	$	80

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.  

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).  The following table presents phantom unit award activity for the period 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)		7,968,380		$	24.11
Vested		(6,169,973	)	$	25.14
Forfeited		(338,034	)	$	23.94
Phantom unit awards at June 30, 2022		18,631,292		$	23.95

(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 $25.61 per unit.  An estimated annual forfeiture rate of 2.0% was applied to these awards.

Each phantom unit award includes a DER, which 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 periods indicated:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
Cash payments made in connection with DERs	$	9	$	8	$	17	$	15
Total intrinsic value of phantom unit awards that vested during period		7		6		149		119

For the EPCO group of companies, the unrecognized compensation cost associated with phantom unit awards was $238 million at June 30, 2022, of which our share of such cost is currently estimated to be $197 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

EPCO has two limited partnerships (referred to as “Employee Partnerships”) that serve as long-term incentive arrangements for key employees of EPCO by providing them a profits interest in one or more of the Employee Partnerships.  At June 30, 2022, our share of the total unrecognized compensation cost related to the Employee Partnerships was $7 million, which we expect to recognize over a weighted-average period of 1.4 years.