Equity-Indexed Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2014

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

PAA LTIP Awards. Our equity-indexed compensation activity for LTIP awards denominated in PAA units is summarized in the following table (units in millions):

	Units (1)		Weighted Average Grant Date Fair Value per Unit
Outstanding at December 31, 2013	8.4		$	36.97
Granted	0.6		$	45.02
Vested (2)	(0.1	)	$	34.78
Cancelled or forfeited	(0.1	)	$	38.07
Outstanding at March 31, 2014	8.8		$	37.55

(1) Amounts do not include AAP Management Units.

(2) Approximately 0.1 million PAA common units were issued, net of tax withholding of less than 0.1 million units, during the three months ended March 31, 2014 in connection with the settlement of vested awards. The remaining PAA awards that vested during the three months ended March 31, 2014 (less than 0.1 million units) were settled in cash.

Summary of AAP Management Units

AAP Management Units. The following table contains a summary of AAP Management Units (in millions):

	Reserved for Future Grants		Outstanding	Outstanding Units Earned	Grant Date Fair Value Of Outstanding AAP Management Units (1)
Balance as of December 31, 2013	3.5		48.6	47.0	$	51
Granted	(0.4	)	0.4	—	11
Earned	N/A		N/A	0.3	N/A
Balance as of March 31, 2014	3.1		49.0	47.3	$	62

(1) Of the grant date fair value, approximately $1 million was recognized as expense during the three months ended March 31, 2014. Of the $62 million grant date fair value, approximately $50 million had been recognized through March 31, 2014.

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

The table below summarizes the expense recognized and the value of vesting (settled both in units and cash) related to our equity-indexed compensation plans and includes both liability-classified and equity-classified awards (in millions):

	Three Months Ended
	March 31,
	2014		2013
Equity-indexed compensation expense	$	34	$	51
LTIP unit-settled vestings	$	5	$	—
LTIP cash-settled vestings	$	1	$	—
DER cash payments	$	2	$	2