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Equity-Indexed Compensation Plans (Tables)
 12 Months Ended
Dec. 31, 2016
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):

 
Year Ended December 31,
 
2016
 
2015
 
2014
Equity-indexed compensation expense
$
60

 
$
27

 
$
99

LTIP unit- or share-settled vestings
$
24

 
$
37

 
$
53

LTIP cash-settled vestings
$
28

 
$
66

 
$
53

DER cash payments
$
6

 
$
8

 
$
8
Estimated equity-indexed compensation plan fair value amortization
We estimate that the remaining fair value will be recognized in expense as shown below (in millions):

Year
 
Equity-Indexed
Compensation Plan Fair Value
Amortization (1) (2)
2017
 
$
65

2018
 
42

2019
 
19

2020
 
7

2021
 
2

Total
 
$
135

 
(1) 
Amounts do not include fair value associated with awards containing performance conditions that are not considered to be probable of occurring at December 31, 2016.
(2) 
Includes unamortized fair value associated with AAP Management Units and PAGP LTIP awards.
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):

 
PAA Units (1) (2)
 
Units
 
Weighted Average
Grant Date
Fair Value per Unit
Outstanding at December 31, 2013
8.4

 
$
36.97

Granted
1.2

 
$
47.68

Vested
(1.9
)
 
$
25.49

Cancelled or forfeited
(0.4
)
 
$
40.14

Outstanding at December 31, 2014
7.3

 
$
41.45

Granted
2.1

 
$
28.76

Vested
(2.1
)
 
$
28.91

Cancelled or forfeited
(0.4
)
 
$
44.56

Outstanding at December 31, 2015
6.9

 
$
41.23

Granted
4.5

 
$
23.38

Vested
(1.9
)
 
$
45.91

Modified (3)
—

 
$
(8.21
)
Cancelled or forfeited
(0.6
)
 
$
37.19

Outstanding at December 31, 2016
8.9

 
$
29.62

 
(1) 
Amounts do not include AAP Management Units or PAGP LTIP awards.
(2) 
Approximately 0.5 million, 0.5 million and 0.6 million PAA common units were issued, net of tax withholding of approximately 0.3 million, 0.3 million and 0.3 million units during 2016, 2015 and 2014, respectively, in connection with the settlement of vested awards. The remaining PAA awards (approximately 1.1 million, 1.3 million and 1.0 million units) that vested during 2016, 2015 and 2014, respectively, were settled in cash.
(3) 
During the third quarter of 2016 modifications were made to the vesting criteria of 2.2 million PAA LTIP units. In accordance with FASB guidance on share-based payments, the grant date fair values of these awards were adjusted as of the modification date.  
PAA LTIP  
Schedule of estimated vesting date for PAA long term incentive plan awards outstanding
At December 31, 2016, the following LTIP awards, denominated in PAA units, were outstanding (units in millions):
PAA
LTIP Units
Outstanding (1) (2)
 
PAA
Distribution
Required (3)
 
Estimated Unit Vesting Date
 
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
Total
8.9

 
$2.20-$2.65
 
1.7

 
2.1

 
2.0

 
1.3

 
1.8

 
8.9

 
(1) 
Approximately 4.3 million of the 8.9 million outstanding PAA LTIP awards also include DERs, of which 1.6 million had vested as of December 31, 2016.
(2) 
LTIP units outstanding do not include AAP Management Units or PAGP LTIP awards.
(3) 
Certain LTIP awards vest upon the later of a certain date or the attainment of performance conditions requiring the attainment of certain annualized PAA distribution levels or upon the attainment of such levels alone. For purposes of this disclosure, vesting dates are based on an estimate of future distribution levels and assume that all grantees remain employed by us through the vesting date. As of December 31, 2016, a distribution of $2.20 per PAA common unit was deemed probable of occurring in the reasonably foreseeable future (and was initially determined to be probable in the third quarter of 2016).
AAP Management Units  
Summary of activity for equity-indexed compensation plans
The following is a summary of activity of AAP Management Units (in millions):

 
 
Outstanding
 
Outstanding
Units Earned
 
 
Grant Date
Fair Value of Outstanding
AAP Management Units (1)
Balance at December 31, 2014
 
18.4

 
17.9

 
 
$
64

Granted
 
0.6

 
—

 
 
24

Earned
 
N/A

 
0.3

 
 
N/A

Balance at December 31, 2015
 
19.0

 
18.2

 
 
$
88

Modified (2)
 
—

 
—

 
 
(17
)
Converted 
 
(15.6
)
 
(15.6
)
 
 
(36
)
Balance at December 31, 2016
 
3.4

 
2.6

 
 
$
35

 
(1) 
Of the $35 million grant date fair value, $22 million had been recognized through December 31, 2016 on a cumulative basis. Of this amount, $2 million, $1 million and $7 million was recognized as expense during the years ended December 31, 2016, 2015 and 2014, respectively.
(2) 
During the third quarter of 2016 modifications were made to the distribution performance thresholds of the 0.8 million unearned AAP Management Units. In accordance with FASB guidance on share-based payments, the grant date fair values of these awards were adjusted as of the modification date.