Note 15—Equity-Indexed Compensation Plans

PAA Long-Term Incentive Plan Awards

Plains All American 2013 Long-Term Incentive Plan. In November 2013, our common unitholders approved the Plains All American 2013 Long-Term Incentive Plan (the “PAA 2013 LTIP”), which consolidated our three previous long-term incentive plans (the Plains All American GP LLC 1998 Long-Term Incentive Plan, as amended, the Plains All American 2005 Long-Term Incentive Plan, as amended, and the Plains All American PPX Successor Long-Term Incentive Plan, as amended) into a single plan. The PAA 2013 LTIP authorizes the issuance of an aggregate of approximately 13.1 million PAA common units deliverable upon vesting. Although other types of awards are contemplated under the PAA 2013 LTIP, currently outstanding awards are limited to “phantom units,” which mature into the right to receive common units of PAA (or cash equivalent) upon vesting. Some awards also include DERs, which, subject to applicable vesting criteria, entitle the grantee to a cash payment equal to the cash distribution paid on an outstanding PAA common unit.

Plains All American PNG Successor Long-Term Incentive Plan. In conjunction with the PNG Merger on December 31, 2013, our general partner adopted and assumed the PAA Natural Gas Storage, L.P. 2010 Long-Term Incentive Plan (the “PNG 2010 LTIP”) and changed the plan name to the Plains All American PNG Successor Long-Term Incentive Plan (the “PNG Successor LTIP”). Additionally, as a result of the PNG Merger, outstanding awards of PNG phantom units issued under the PNG 2010 LTIP were converted into comparable awards of phantom units representing the right to receive PAA common units by applying the Merger Exchange Ratio to each outstanding phantom unit and rounding down to the nearest PAA phantom unit for any fractions. See Note 10 for further discussion of the PNG Merger. The PNG Successor LTIP authorizes the issuance of an aggregate of 1.3 million PAA common units deliverable upon vesting. Although other types of awards are contemplated under the PNG Successor LTIP, currently outstanding awards are limited to “phantom units,” which mature into the right to receive common units of PAA (or cash equivalent) upon vesting. Some awards also include DERs, which, subject to applicable vesting criteria, entitle the grantee to a cash payment equal to the cash distribution paid on an outstanding PAA common unit.

Plains All American GP LLC 2006 Long-Term Incentive Tracking Unit Plan. Our general partner has adopted the Plains All American GP LLC 2006 Long-Term Incentive Tracking Unit Plan (the “2006 Plan”) for non-officer employees. The 2006 Plan authorizes the grant of approximately 4.2 million “tracking units” which, upon vesting, represent the right to receive a cash payment in an amount based upon the market value of a PAA common unit at the time of vesting.

Our general partner is entitled to reimbursement by us for any costs incurred in settling obligations under the PAA 2013 LTIP, the PNG Successor LTIP or the 2006 Plan.

At December 31, 2015, the following LTIP awards, denominated in PAA units, were outstanding (units in millions):

PAA	PAA	Probable Awards						Not Yet
LTIP Units	Distribution	Estimated Unit Vesting Date						Probable
Outstanding (1) (2)	Required (3)	2016	2017	2018	2019	Thereafter	Total	Awards (4)
6.9	$2.075-$3.300	1.9	1.5	1.0	0.8	0.5	5.7	1.2

(1)

Approximately 2.7 million of the 6.9 million outstanding PAA LTIP awards also include DERs, of which 2.4 million had vested as of December 31, 2015.

(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 $2.075 and $3.30 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. As of December 31, 2015, a distribution of $2.90 per unit was deemed probable of occurring in the reasonably foreseeable future (and was initially determined to be probable in the fourth quarter of 2014).

(4)

The achievement of the applicable performance conditions (distributions greater than $2.90 per unit) was not deemed to be probable as of December 31, 2015 and, therefore, no expense has been recognized related to these awards.

Our LTIP awards include both liability-classified and equity-classified awards. In accordance with FASB guidance regarding share-based payments, the fair value of liability-classified LTIP awards is calculated based on the closing market price of the underlying PAA unit at each balance sheet date and adjusted for the present value of any distributions that are estimated to occur on the underlying units over the vesting period that will not be received by the award recipients. The fair value of equity-classified LTIP awards is calculated based on the closing market price of the underlying PAA unit on the respective grant dates and adjusted for the present value of any distributions that are estimated to occur on the underlying units over the vesting period that will not be received by the award recipient. This fair value is recognized as compensation expense over the service period.

Our LTIP awards typically contain performance conditions based on the attainment of certain annualized distribution levels and vest upon the later of a certain date or the attainment of such levels. For awards with performance conditions (such as distribution targets), expense is accrued over the service period only if the performance condition is considered probable of occurring. When awards with performance conditions that were previously considered improbable become probable, we incur additional expense in the period that the probability assessment changes. This is necessary to bring the accrued obligation associated with these awards up to the level it would be if we had been accruing for these awards since the grant date. DER awards typically contain performance conditions based on the attainment of certain annualized distribution levels and become earned upon the attainment of such levels. The DERs terminate with the vesting or forfeiture of the underlying LTIP award. For liability-classified awards, we recognize DER payments in the period the payment is earned as compensation expense. For equity-classified awards, we recognize DER payments in the period they are paid as a reduction of partners’ capital.

Our accrued liability at December 31, 2015 related to all outstanding liability-classified LTIP awards and DERs was $33 million, of which $20 million was classified as short-term and $13 million was classified as long-term. These short- and long-term accrued LTIP liabilities are reflected in “Accounts payable and accrued liabilities” and “Other long-term liabilities and deferred credits,” respectively, on our Consolidated Balance Sheets. These liabilities include accruals associated with our assessment that an annualized distribution of $2.90 per unit is probable of occurring in the reasonably foreseeable future (which was initially determined to be probable in the fourth quarter of 2014). At December 31, 2014, the accrued liability was $101 million, of which $57 million was classified as short-term and $44 million was classified as long-term.

Activity for LTIP awards under our equity-indexed compensation plans denominated in PAA and PNG units is summarized in the following table for the periods indicated (units in millions):

	PAA Units (1) (2)				PNG Units
			Weighted Average				Weighted Average
			Grant Date				Grant Date
	Units		Fair Value per Unit		Units		Fair Value per Unit
Outstanding at December 31, 2012	6.0		$	25.55	0.9		$	17.49

Granted	4.1		$	47.60	0.4		$	17.51
Vested (3)	(1.8	)	$	24.79	—		$	18.88
Cancelled or forfeited (4)	(0.3	)	$	36.70	(0.3	)	$	21.62
Conversion of PNG unit-denominated awards into PAA unit-denominated awards (5)	0.4		$	40.54	(1.0	)	$	16.41

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

(1)

Amounts do not include AAP Management Units.

(2)

Approximately 0.5 million, 0.6 million and 0.5 million PAA common units were issued, net of tax withholding of approximately 0.3 million, 0.3 million and 0.3 million units during 2015, 2014 and 2013, respectively, in connection with the settlement of vested awards. The remaining PAA awards (approximately 1.3 million, 1.0 million and 1.0 million units) that vested during 2015, 2014 and 2013, respectively, were settled in cash.

(3)

Less than 0.1 million PNG units vested during the year ended December 31, 2013.

(4)

The unvested portion of grants of PNG phantom unit awards other than those granted under the PNG 2010 LTIP was surrendered on December 31, 2013 in connection with the closing of the PNG Merger.

(5)

As a result of the PNG Merger on December 31, 2013, outstanding awards of PNG phantom units issued under the PNG 2010 LTIP 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.

AAP Management Units

In August 2007, the owners of our general partner authorized the issuance of AAP Management Units (a profits interest) in order to provide additional long-term incentives and encourage retention for certain members of our senior management. AAP Management Units become earned in various increments upon the achievement of certain performance thresholds related to achievement of targeted distribution levels. As of December 31, 2015, 2.2 million AAP Management Units were unearned; however, these unearned AAP Management Units will become earned in 25% increments upon or 180 days after the achievement of annualized PAA distribution levels of between $2.85 and $3.50. When earned, the AAP Management Units are entitled to participate in distributions paid by our general partner in excess of $11 million (as adjusted for debt service costs and excluding special distributions funded by debt) per quarter. Up to approximately 52.1 million AAP Management Units are authorized for issuance. Assuming all 52.1 million AAP Management Units were granted and earned, the maximum participation would be approximately 8% of our general partner’s distribution in excess of $11 million (as adjusted) each quarter.

The following is a summary of activity of AAP Management Units for the periods indicated (in millions):

	Reserved for Future Grants		Outstanding	Outstanding Units Earned	Grant Date Fair Value of Outstanding AAP Management Units (1)
Balance at December 31, 2013	3.5		48.6	47.0	$	51

Granted	(0.5	)	0.5	—	13
Earned	N/A		N/A	0.8	N/A

Balance at December 31, 2014	3.0		49.1	47.8	$	64

Granted	(1.6	)	1.6	—	24
Earned	N/A		N/A	0.7	N/A

Balance at December 31, 2015	1.4		50.7	48.5	$	88

(1)

Of the $88 million grant date fair value, $56 million had been recognized through December 31, 2015 on a cumulative basis. Of this amount, $1 million, $7 million and $5 million was recognized as expense during the years ended December 31, 2015, 2014 and 2013, respectively.

The entire economic burden of the AAP Management Units, which are equity classified, is borne solely by AAP and does not impact our cash or units outstanding. However, because the intent of the AAP Management Units is to provide a performance incentive and encourage retention for certain members of our senior management, we recognize the grant date fair value of the AAP Management Units as compensation expense over the service period. The expense is also reflected as a capital contribution and thus, results in a corresponding credit to partners’ capital on our Consolidated Financial Statements.

Other Consolidated Equity-Indexed Compensation Plan Information

We refer to all of the LTIPs and AAP Management Units collectively as our “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 for the periods indicated (in millions):

	Year Ended December 31,
	2015		2014		2013
Equity-indexed compensation expense	$	27	$	98	$	116
LTIP unit-settled vestings	$	37	$	53	$	48
LTIP cash-settled vestings	$	66	$	53	$	61
DER cash payments	$	8	$	8	$	8

Based on the December 31, 2015 fair value measurement and probability assessment regarding future distributions, we expect to recognize $73 million of additional expense over the life of our outstanding awards related to the remaining unrecognized fair value. Actual amounts may differ materially as a result of a change in the market price of our units and/or probability assessments regarding future distributions. 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)
2016	$	37
2017	21
2018	11
2019	3
2020	1

Total	$	73

(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, 2015.

(2)

Includes unamortized fair value associated with AAP Management Units.