Equity-Indexed Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2013

					Grant Date
					Fair Value of Outstanding
	Reserved for Future			Outstanding Units	Class B Units (2)
	Grants (1)		Outstanding (1)	Earned (1)	(in millions)
Balance at December 31, 2012	17,875		182,125	130,250	$	44
Granted	(4,500	)	4,500	—	7
Earned	N/A		N/A	50,125	N/A
Balance at September 30, 2013	13,375		186,625	180,375	$	51

(1) In connection with the initial public offering of PAGP and the recapitalization of Plains AAP, L.P. on October 21, 2013, the number of Class B Units of Plains AAP, L.P. was adjusted; as such, as of such date, the number of Class B Units of Plains AAP, L.P. reserved for future grants, outstanding and earned following this adjustment was 3,483,102 units, 48,642,833 units and 47,013,803 units, respectively.

(2) Of the grant date fair value, approximately $4 million was recognized as expense during the nine months ended September 30, 2013.

Summary of equity compensation activity

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

	PAA Units (1) (2) (3)				PNG Units (4)
	Units		Weighted Average Grant Date Fair Value per Unit		Units	Weighted Average Grant Date 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	(1.8	)	$	24.82	—	$	18.88
Cancelled or forfeited	(0.3	)	$	36.32	—	$	13.33
Outstanding at September 30, 2013	8.0		$	36.74	1.3	$	17.55

(1) Amounts do not include Class B Units of Plains AAP, L.P.

(2) Amounts include Special PAA Awards.

(3) Approximately 0.5 million PAA common units were issued, net of approximately 0.3 million units withheld for taxes, for PAA units that vested during the nine months ended September 30, 2013. The remaining 1.0 million PAA units that vested were settled in cash.

(4) Less than 0.1 million PNG units vested and less than 0.1 million units were forfeited during the nine months ended September 30, 2013.

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				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Equity-indexed compensation expense	$	17	$	22	$	96	$	82
LTIP unit-settled vestings (1)	$	1	$	2	$	47	$	60
LTIP cash-settled vestings	$	—	$	1	$	61	$	66
DER cash payments	$	2	$	2	$	5	$	5

(1) For the nine months ended September 30, 2012, less than $1 million relates to unit-settled vestings that were settled with PNG common units.