Equity-Indexed Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2014

Summary of equity-indexed compensation activity for PAA and PAGP LTIP awards

Equity-indexed compensation activity for PAA and PAGP LTIP awards is summarized in the following table (units and shares in millions):

			Weighted Average			Weighted Average
			Grant Date			Grant Date
	PAA Units (1)		Fair Value per Unit		PAGP Shares (1)	Fair Value per Share
Outstanding at December 31, 2013	8.4		$	36.97	—	$	—
Granted	0.9		$	46.61	0.1	$	27.84
Vested (2)	(1.8	)	$	25.39	—	$	—
Cancelled or forfeited	(0.3	)	$	38.88	—	$	—
Outstanding at June 30, 2014	7.2		$	41.05	0.1	$	27.84

(1) Amounts do not include AAP Management Units.

(2) Approximately 0.6 million PAA common units were issued, net of tax withholding of 0.3 million units, during the six months ended June 30, 2014 in connection with the settlement of vested awards. The remaining PAA awards that vested during the six months ended June 30, 2014 of approximately 0.9 million units were settled in cash.

Summary of 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 at December 31, 2013	3.5		48.6	47.0	$	51
Granted	(0.4	)	0.4	—	11
Earned	N/A		N/A	0.8	N/A
Balance at June 30, 2014	3.1		49.0	47.8	$	62

(1) Of the grant date fair value, approximately $4 million was recognized as expense during the six months ended June 30, 2014. Of the $62 million grant date fair value, approximately $52 million had been recognized through June 30, 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 PAA common units and cash) related to our equity-indexed compensation plans and includes both liability-classified and equity-classified awards (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Equity-indexed compensation expense	$	34	$	27	$	68	$	78
LTIP unit-settled vestings	$	44	$	46	$	51	$	46
LTIP cash-settled vestings	$	51	$	60	$	52	$	60
DER cash payments	$	2	$	2	$	4	$	4