Equity-Indexed Compensation Plans

3 Months Ended

Mar. 31, 2015

Note 9—Equity-Indexed Compensation Plans

We refer to the PAA LTIPs and AAP Management Units collectively as our “equity-indexed compensation plans.” For additional discussion of our equity-indexed compensation plans and awards, see Note 16 to our Consolidated Financial Statements included in Part IV of our 2014 Annual Report on Form 10-K.

PAA LTIP Awards

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

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.

Other Consolidated Equity-Indexed Compensation Plan Information

The table below summarizes the expense recognized and the value of vested LTIP awards (settled both in common units 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	$	19	$	34
LTIP unit-settled vestings	$	—	$	5
LTIP cash-settled vestings (1)	$	—	$	1
DER cash payments	$	2	$	2

(1)

For the three months ended March 31, 2015, the value of PAA LTIP awards that were settled in cash was less than $1 million.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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