Equity-Indexed Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2015

Summary of activity for awards under the PAGP LTIP

Activity for awards under the PAGP LTIP is summarized in the following table (shares in millions):

		Weighted Average
		Grant Date
	PAGP Shares	Fair Value per Share
Outstanding at December 31, 2014	0.1	$	27.84
Granted (1)	—	$	27.84
Vested (2)	—	$	27.84
Outstanding at March 31, 2015	0.1	$	27.84

(1) During the three months ended March 31, 2015, less than 0.1 million PAGP LTIP awards were issued under the automatic re-grant feature for awards issued to PAGP directors.

(2) During the three months ended March 31, 2015, less than 0.1 million PAGP LTIP awards were settled in shares.

Summary of expense recognized and the value of vested LTIP awards under equity-indexed compensation plans

The table below summarizes the expense recognized and the value of vested LTIP awards (settled in PAA common units, PAGP shares and cash) under our equity-indexed compensation plans and includes both liability-classified and equity-classified awards (in millions):

	Three Months Ended March 31,
	2015		2014
Equity-indexed compensation expense (1)	$	19	$	34
LTIP unit or share-settled vestings (2)	$	1	$	5
LTIP cash-settled vestings (3)	$	—	$	1
DER cash payments (4)	$	2	$	2

(1) For each of the three months ended March 31, 2015 and 2014, amount includes less than $1 million of expense related to PAGP LTIP awards.

(2) For the three months ended March 31, 2015, amount relates to awards settled in PAGP shares and for the three months ended March 31, 2014, amount relates to awards settled in PAA common units.

(3) For the three months ended March 31, 2015, the value of PAA LTIP awards that were settled in cash was less than $1 million. All cash-settled vestings for the three months ended March 31, 2014 related to PAA LTIP awards. No PAGP awards were settled in cash in either period.

(4) For the three months ended March 31, 2015 less than $1 million of cash paid related to DERs on PAGP LTIP awards. There were no DER cash payments related to PAGP awards during the three months ended March 31, 2014.

PAA LTIP

Summary of activity for equity-indexed compensation plans

Activity for LTIP awards under our equity-indexed compensation plans denominated in PAA units is summarized in the following table (units in millions):

			Weighted Average
			Grant Date
	Units (1)		Fair Value per Unit
Outstanding at December 31, 2014	7.3		$	41.45
Granted	1.1		$	39.99
Vested (2)	—		$	40.23
Cancelled or forfeited	(0.1	)	$	39.69
Outstanding at March 31, 2015	8.3		$	41.26

(1) Amounts do not include AAP Management Units.

(2) During the three months ended March 31, 2015, less than 0.1 million PAA LTIP awards were settled in cash.

AAP Management Units

Summary of activity for equity-indexed compensation plans

Activity for AAP Management Units is summarized in the following table (in millions):

	Reserved for Future Grants	Outstanding	Outstanding Units Earned	Grant Date Fair Value of Outstanding AAP Management Units (1)
Balance at December 31, 2014	3.0	49.1	47.8	$	64
Earned	N/A	N/A	0.3	N/A
Balance at March 31, 2015	3.0	49.1	48.1	$	64

(1) Of the $64 million grant date fair value, $56 million had been recognized through March 31, 2015 on a cumulative basis. Of this amount, $1 million was recognized as expense during the three months ended March 31, 2015.