Equity-Indexed Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2013

Schedule of estimated vesting date for PAA long-term incentive plan awards outstanding

PAA

LTIP Units

Distribution

Estimated Unit Vesting Date

Outstanding (1) (2)

Required (3)

2014

2015

2016

2017

Thereafter

8.4

$1.925 - $2.65

1.9

2.1

2.0

1.3

1.1

(1) Approximately 4.5 million of the 8.4 million outstanding PAA LTIP awards also include DERs, of which 3.0 million had vested as of December 31, 2013.

(2) LTIP units outstanding do not include AAP Management Units.

(3) These LTIP awards have performance conditions requiring the attainment of an annualized PAA distribution of between $1.925 and $2.65 and vest upon the later of a certain date or the attainment of such levels. If the performance conditions are not attained while the grantee remains employed by us, or the grantee does not meet employment requirements, these awards will be forfeited. 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.

Summary of equity-indexed compensation activity for long-term incentive plan awards

	PAA Units (1) (3)				PNG Units (2) (4)
			Weighted Average				Weighted Average
			Grant Date				Grant Date
	Units		Fair Value per Unit		Units		Fair Value per Unit
Outstanding, December 31, 2010	8.8		$	20.85	1.0		$	20.55
Granted	1.0		$	27.53	—		$	—
Vested	(1.4	)	$	20.34	(0.1	)	$	23.62
Cancelled or forfeited	(0.4	)	$	20.99	(0.1	)	$	19.20
Outstanding, December 31, 2011	8.0		$	21.77	0.8		$	20.55
Granted	1.5		$	33.90	0.1		$	15.33
Vested	(3.2	)	$	19.82	—		$	23.64
Cancelled or forfeited	(0.3	)	$	29.36	—		$	—
Outstanding, December 31, 2012	6.0		$	25.55	0.9		$	17.49
Granted	4.1		$	47.60	0.4		$	17.51
Vested	(1.8	)	$	24.79	—		$	18.88
Cancelled or forfeited (5)	(0.3	)	$	36.70	(0.3	)	$	21.62
Conversion of PNG unit-denominated awards into PAA unit-denominated awards (6)	0.4		$	40.54	(1.0	)	$	16.41
Outstanding, December 31, 2013	8.4		$	36.97	—		$	—

(1) Amounts do not include AAP Management Units.

(2) Amounts include PNG Transaction Grants, which are discussed further below.

(3) Approximately 0.5 million, 1.0 million, and 0.5 million PAA common units were issued net of tax withholding of approximately 0.3 million, 0.5 million and 0.2 million units, in 2013, 2012, and 2011 respectively, in connection with the settlement of vested awards. The remaining 1.0 million, 1.7 million and 0.8 million of awards that vested during 2013, 2012 and 2011 respectively, were settled in cash.

(4) Less than 0.1 million PNG units vested during each of the years ended December 31, 2013 and December 31, 2012.

(5) As a result of the PNG Merger on December 31, 2013, approximately 0.3 million outstanding PNG Transaction Grants were cancelled.

(6) As a result of the PNG Merger on December 31, 2013, outstanding awards of PNG phantom units were converted into comparable awards of PAA phantom units representing the right to receive PAA common units by applying the Merger Exchange Ratio to each outstanding PNG phantom unit and rounding down to the nearest PAA phantom unit for any fractions.

Summary of AAP Management Units

	Reserved for Future Grants		Outstanding		Outstanding Units Earned	Grant Date Fair Value Of Outstanding AAP Management Units (1)
Balance as of December 31, 2011	4.3		47.8		20.9	$	44
Forfeitures	0.4		(0.4	)	—	—
Earned	N/A		N/A		13.1	N/A
Balance as of December 31, 2012	4.7		47.4		34.0	$	44
Granted	(1.2	)	1.2		—	7
Earned	N/A		N/A		13.0	N/A
Balance as of December 31, 2013	3.5		48.6		47.0	$	51

(1) Of the grant date fair value, approximately $5 million, $6 million and $9 million was recognized as expense during the years ended December 31, 2013, 2012 and 2011, respectively. Of the $51 million grant date fair value, approximately $49 million had been recognized through December 31, 2013.

Summary of expense recognized and value of vesting related to equity-indexed compensation plans

	2013		2012		2011
Equity-indexed compensation expense	$	116	$	101	$	110
LTIP unit-settled vestings (1)	$	48	$	62	$	24
LTIP cash-settled vestings	$	61	$	66	$	19
DER cash payments	$	8	$	7	$	4

(1) For the years ended December 31, 2013, 2012 and 2011, less than $1 million, approximately $1 million and $2 million, respectively, relates to unit vestings which were settled with PNG common units.

Equity-indexed compensation plan fair value amortization

Year	Equity-Indexed Compensation Plan Fair Value Amortization (1) (2)
2014	$	80
2015	55
2016	36
2017	16
2018	5
Thereafter	1
Total	$	193

(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, 2013.

(2) Includes unamortized fair value associated with AAP Management Units.