Equity-Indexed Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2015

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 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.

Long-Term Incentive Plan Awards

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):

			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

Summary of activity for equity-indexed compensation plans

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.

- Definition

Tabular disclosure of components of a stock option or other award plan under which equity-based compensation is awarded to employees, typically comprised of the amount of unearned compensation (deferred compensation cost), compensation expense, and changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan. Disclosure may also include nature and general terms of such arrangements that existed during the period and potential effects of those arrangements on shareholders, effect of compensation cost arising from equity-based payment arrangements on the income statement, method of estimating the fair value of the goods or services received, or the fair value of the equity instruments granted, during the period, cash flow effects resulting from equity-based payment arrangements and, for registrants that accelerate vesting of out of the money share options, reasons for the decision to accelerate.

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