Net Income Per Class A Share

Basic net income per Class A share is determined by dividing net income attributable to PAGP by the weighted-average number of Class A shares outstanding during the period. Class B shares do not share in the earnings of the Partnership. Accordingly, basic and diluted net income per Class B share has not been presented.

Diluted net income per Class A share is determined by dividing net income attributable to PAGP by the diluted weighted-average number of Class A shares outstanding during the period. For purposes of calculating diluted net income per Class A share, both the net income attributable to PAGP and the diluted weighted-average number of Class A shares outstanding consider the impact of possible future exchanges of (i) AAP units and the associated Class B shares into our Class A shares and (ii) certain Class B units of AAP (referred to herein as “AAP Management Units”) into our Class A shares. In addition, the calculation of the diluted weighted-average number of Class A shares outstanding considers the effect of potentially dilutive awards under the Plains GP Holdings, L.P. Long-Term Incentive Plan (the “PAGP LTIP”).

All AAP Management Units that have satisfied the applicable performance conditions are considered potentially dilutive. Exchanges of potentially dilutive AAP units and AAP Management Units are assumed to have occurred at the beginning of the period and the incremental income attributable to PAGP resulting from the assumed exchanges is representative of the incremental income that would have been attributable to PAGP if the assumed exchanges occurred on that date. See Note 8 for information regarding exchanges of AAP units and AAP Management Units. PAGP LTIP awards that are deemed to be dilutive are reduced by a hypothetical share repurchase based on the remaining unamortized fair value, as prescribed by the treasury stock method in guidance issued by the FASB.

For the three months ended September 30, 2016 and the three and nine months ended September 30, 2015, the possible exchange of certain AAP Management Units and the exchange of certain AAP units would not have had a dilutive effect on basic net income per Class A share. For the nine months ended September 30, 2016, the possible exchange of certain AAP Management Units would not have had a dilutive effect on basic net income per Class A share. The following table sets forth the computation of basic and diluted net income per Class A share (in millions, except per share data):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Basic Net Income per Class A Share
Net income attributable to PAGP	$	24	$	32	$	102	$	93
Basic weighted average Class A shares outstanding	268		225		263		220

Basic net income per Class A share	$	0.09	$	0.14	$	0.39	$	0.42

Diluted Net Income per Class A Share
Net income attributable to PAGP	$	24	$	32	$	102	$	93
Incremental net income attributable to PAGP resulting from assumed exchange of AAP units and AAP Management Units	—		—		138		—
Net income attributable to PAGP including incremental net income from assumed exchange of AAP units and AAP Management Units	$	24	$	32	$	240	$	93

Basic weighted average Class A shares outstanding	268		225		263		220
Dilutive shares resulting from assumed exchange of AAP units and AAP Management Units	—		—		366		—
Diluted weighted average Class A shares outstanding	268		225		629		220

Diluted net income per Class A share	$	0.09	$	0.14	$	0.38	$	0.42