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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2014	Oct. 31, 2014
Document and Entity Information
Entity Registrant Name	PLAINS GP HOLDINGS LP
Entity Central Index Key	0001581990
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		136,046,637
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2014	Dec. 31, 2013
CURRENT ASSETS
Cash and cash equivalents	$ 35	$ 43
Trade accounts receivable and other receivables, net	3,522	3,637
Inventory	1,314	1,065
Other current assets	290	220
Total current assets	5,161	4,965
PROPERTY AND EQUIPMENT	13,857	12,514
Accumulated depreciation	(1,871)	(1,673)
Property and equipment, net	11,986	10,841
OTHER ASSETS
Goodwill	2,481	2,503
Linefill and base gas	903	798
Long-term inventory	270	251
Investments in unconsolidated entities	582	485
Other, net	1,543	1,610
Total assets	22,926	21,453
CURRENT LIABILITIES
Accounts payable and accrued liabilities	4,170	3,985
Short-term debt	976	1,113
Other current liabilities	423	315
Total current liabilities	5,569	5,413
LONG-TERM LIABILITIES
Senior notes, net of unamortized discount of $16 and $15, respectively	7,609	6,710
Long-term debt under credit facilities and other	535	520
Other long-term liabilities and deferred credits	526	531
Total long-term liabilities	8,670	7,761
COMMITMENTS AND CONTINGENCIES (NOTE 11)
PARTNERS' CAPITAL
Noncontrolling interests	7,650	7,244
Total partners' capital	8,687	8,279
Total liabilities and partners' capital	22,926	21,453
Class A Shares
PARTNERS' CAPITAL
Partners' Capital	1,037	1,035
Class B Shares
PARTNERS' CAPITAL
Partners' Capital

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2014	Dec. 31, 2013
CONDENSED CONSOLIDATED BALANCE SHEETS
Senior notes, unamortized discount	$ 16	$ 15
Class A Shares
Shares outstanding
Shares outstanding	136,046,637	133,833,637
Class B Shares
Shares outstanding
Shares outstanding	469,983,136	472,196,136

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
REVENUES
Supply and Logistics segment revenues	$ 10,788	$ 10,386	$ 32,988	$ 30,542
Transportation segment revenues	198	179	574	517
Facilities segment revenues	141	138	443	558
Total revenues	11,127	10,703	34,005	31,617
COSTS AND EXPENSES
Purchases and related costs	10,166	9,909	31,116	28,733
Field operating costs	382	326	1,078	1,010
General and administrative expenses	79	79	260	276
Depreciation and amortization	97	93	294	266
Total costs and expenses	10,724	10,407	32,748	30,285
OPERATING INCOME	403	296	1,257	1,332
OTHER INCOME/(EXPENSE)
Equity earnings in unconsolidated entities	29	19	73	42
Interest expense (net of capitalized interest of $12, $11, $33 and $30, respectively)	(88)	(73)	(254)	(227)
Other income/(expense), net	(4)	3	(2)	2
INCOME BEFORE TAX	340	245	1,074	1,149
Current income tax expense	(10)	(17)	(62)	(69)
Deferred income tax benefit/(expense)	(19)	8	(54)	(10)
NET INCOME	311	236	958	1,070
Net income attributable to noncontrolling interests	(295)	(235)	(913)	(1,067)
NET INCOME ATTRIBUTABLE TO PAGP	$ 16	$ 1	$ 45	$ 3
BASIC AND DILUTED NET INCOME PER CLASS A SHARE (in dollars per share)	$ 0.12		$ 0.33
BASIC AND DILUTED WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING (in shares)	136		136

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Interest expense, capitalized interest	$ 12	$ 11	$ 33	$ 30

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 311	$ 236	$ 958	$ 1,070
Other comprehensive income/(loss)	(167)	39	(211)	(98)
Comprehensive income	144	275	747	972
Comprehensive income attributable to noncontrolling interests	(129)	(274)	(703)	(969)
Comprehensive income attributable to PAGP	$ 15	$ 1	$ 44	$ 3

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Increase (Decrease) in Accumulated Other Comprehensive Income
Balance at beginning of period			$ (97)	$ 79
Reclassification adjustments			16	(124)
Deferred gain (loss) on cash flow hedges, net of tax			(57)	141
Currency translation adjustments			(170)	(115)
Total period activity	$ (167)	$ 39	(211)	(98)
Balance at end of period	(308)	(19)	(308)	(19)
Derivative Instruments
Increase (Decrease) in Accumulated Other Comprehensive Income
Balance at beginning of period			(77)	(121)
Reclassification adjustments			16	(124)
Deferred gain (loss) on cash flow hedges, net of tax			(57)	141
Total period activity			(41)	17
Balance at end of period	(118)	(104)	(118)	(104)
Translation Adjustments
Increase (Decrease) in Accumulated Other Comprehensive Income
Balance at beginning of period			(20)	200
Currency translation adjustments			(170)	(115)
Total period activity			(170)	(115)
Balance at end of period	$ (190)	$ 85	$ (190)	$ 85

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 958	$ 1,070
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	294	266
Equity-indexed compensation expense	91	96
Inventory valuation adjustments	37	7
Deferred income tax expense	54	10
Gain on sales of linefill and base gas	(8)	(5)
(Gain)/loss on foreign currency revaluation	10	(6)
Settlement of terminated interest rate hedging instruments	(7)	8
Equity earnings in unconsolidated entities, net of distributions	1	(7)
Other	10
Changes in assets and liabilities, net of acquisitions	(174)	150
Net cash provided by operating activities	1,266	1,589
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid in connection with acquisitions, net of cash acquired	(10)	(28)
Additions to property, equipment and other	(1,424)	(1,217)
Cash received for sales of linefill and base gas	24	25
Cash paid for purchases of linefill and base gas	(159)	(61)
Investment in unconsolidated entities	(98)	(124)
Proceeds from sales of assets	2	62
Other investing activities	1	3
Net cash used in investing activities	(1,664)	(1,340)
CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under PAA senior secured hedged inventory facility (Note 6)		(659)
Net repayments under PAA senior unsecured revolving credit facility (Note 6)		(92)
Net repayments under PNG credit agreement		(32)
Net borrowings under AAP revolving credit facility (Note 6)	16	1
Proceeds from AAP term loan		300
Net borrowings/(repayments) under PAA commercial paper program (Note 6)	(683)	319
Proceeds from the issuance of PAA senior notes (Note 6)	1,447	699
Net proceeds from the issuance of common units by subsidiaries (Note 8)	655	431
Contributions from noncontrolling interests related to issuances of common units by subsidiaries		10
Distributions paid to noncontrolling interests (Note 8)	(959)	(1,182)
Distributions paid to Class A shareholders (Note 8)	(65)
Distributions paid to members		(6)
Other financing activities	(20)	(26)
Net cash provided by/(used in) financing activities	391	(237)
Effect of translation adjustment on cash	(1)	(3)
Net increase/(decrease) in cash and cash equivalents	(8)	9
Cash and cash equivalents, beginning of period	43	25
Cash and cash equivalents, end of period	35	34
Cash paid for:
Interest, net of amounts capitalized	245	234
Income taxes, net of amounts refunded	$ 135	$ 19

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL / MEMBERS' EQUITY - USD ($) $ in Millions	Total	Class A Shares	Class B Shares	Partners' Capital (Excluding Noncontrolling Interests) Class A Shares	Partners' Capital (Excluding Noncontrolling Interests) Class B Shares	Noncontrolling Interests	Members' Equity (Excluding Noncontrolling Interests)
Balance, beginning of period at Dec. 31, 2012	$ 6,968					$ 6,968
Increase (Decrease) in Partners' Capital
Net income	1,070					1,067	$ 3
Distributions	(1,188)					(1,182)	(6)
Issuance of common units by subsidiaries	431					431
Contributions from noncontrolling interests related to the issuance of common units by subsidiaries	9					9
Issuance of PAA common units under LTIP, net of units tendered by employees to satisfy tax withholding obligations	(11)					(11)
Equity-indexed compensation expense	31					31
Distribution equivalent right payments	(4)					(4)
Other comprehensive loss	(98)					(98)
Other	(2)					(2)
Balance, end of period at Sep. 30, 2013	7,206					7,209	$ (3)
Balance, beginning of period at Dec. 31, 2013	8,279			$ 1,035		7,244
Balance, beginning of period (in shares) at Dec. 31, 2013		133,833,637	472,196,136	133,800,000	472,200,000
Increase (Decrease) in Partners' Capital
Net income	958			$ 45		913
Distributions	(1,024)			(65)		(959)
Transfer of ownership interest in connection with AAP unit exchanges (Note 8)				$ (1)		1
Transfer of ownership interest in connection with AAP unit exchanges (Note 8) (in shares)		2,213,000		2,200,000
Transfer of ownership interest in connection with AAP unit exchanges (Note 8) (in shares)			(2,213,000)		(2,200,000)
Deferred tax asset	23			$ 23
Issuance of common units by subsidiaries	655					655
Issuance of PAA common units under LTIP, net of units tendered by employees to satisfy tax withholding obligations	(18)					(18)
Equity-indexed compensation expense	31			1		30
Distribution equivalent right payments	(5)					(5)
Other comprehensive loss	(211)			(1)		(210)
Other	(1)					(1)
Balance, end of period at Sep. 30, 2014	$ 8,687			$ 1,037		$ 7,650
Balance, end of period (in shares) at Sep. 30, 2014		136,046,637	469,983,136	136,000,000	470,000,000

Organization and Basis of Consolidation and Presentation

9 Months Ended

Sep. 30, 2014

Organization and Basis of Consolidation and Presentation

Organization and Basis of Consolidation and Presentation

Note 1—Organization and Basis of Consolidation and Presentation

Organization

Plains GP Holdings, L.P. (“PAGP”) is a Delaware limited partnership formed on July 17, 2013 to own an interest in the general partner and incentive distribution rights (“IDRs”) of Plains All American Pipeline, L.P (“PAA”), a publicly traded Delaware limited partnership. PAGP has elected to be treated as a corporation for U.S. federal income tax purposes.

We completed our initial public offering (“IPO”) on October 21, 2013. Immediately prior to our IPO, certain owners of Plains AAP, L.P. (“AAP”) sold a portion of their interests in AAP to us, resulting in our ownership of Class A units of AAP (“AAP units”), which represent limited partnership interests in AAP. As of September 30, 2014, we owned 136,046,637 AAP units (representing an approximate 22.4% limited partner interest in AAP). AAP is a Delaware limited partnership that directly owns all of PAA’s IDRs and indirectly owns the 2% general partner interest in PAA. AAP is the sole member of PAA GP LLC (“PAA GP”), a Delaware limited liability company that directly holds the 2% general partner interest in PAA. Also, through a series of transactions prior to our IPO with Plains GP Holdings LLC (our general partner), a Delaware limited liability company, and the owners of Plains All American GP LLC (“GP LLC”), a Delaware limited liability company formed on May 2, 2001, GP LLC’s general partner interest in AAP became a non-economic interest, and we became the owner of a 100% managing member interest in GP LLC. See “Basis of Consolidation and Presentation” below for the resulting accounting impacts.

GP LLC manages the business and affairs of PAA and AAP. Except for certain matters relating to PAA that require the approval of the limited partners of PAA, and certain matters relating to AAP that require the approval of the limited partners of AAP or of us as the sole member of GP LLC, either pursuant to the governing documents of PAA, AAP or GP LLC, or as may be required by non-waivable provisions of applicable law, GP LLC has full and complete authority, power and discretion to manage and control the business, affairs and property of PAA and AAP, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of PAA and AAP’s business, including the execution of contracts and management of litigation. GP LLC employs all domestic officers and personnel involved in the operation and management of PAA and AAP. PAA’s Canadian officers and personnel are employed by Plains Midstream Canada ULC (“PMC”).

PAA is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil, natural gas liquids (“NGL”), natural gas and refined products. The term NGL includes ethane and natural gasoline products as well as products commonly referred to as liquefied petroleum gas (“LPG”), such as propane and butane. When used in this Form 10-Q, NGL refers to all NGL products including LPG. PAA owns an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and NGL producing basins and transportation corridors and at major market hubs in the United States and Canada. Our business activities are conducted through three operating segments: (i) Transportation, (ii) Facilities and (iii) Supply and Logistics. See Note 12 for further discussion of our operating segments.

As used in this Form 10-Q and unless the context suggests otherwise (taking into account the fact that PAGP has no operating activities apart from those conducted by PAA and its subsidiaries), the terms “PAGP,” “Partnership,” “Plains,” “we,” “us,” “our,” “ours” and similar terms refer to PAGP and its consolidated subsidiaries.

Definitions

Additional defined terms are used in this Form 10-Q and shall have the meanings indicated below:

AOCI	=	Accumulated other comprehensive income
Bcf	=	Billion cubic feet
Btu	=	British thermal unit
CAD	=	Canadian dollar
DERs	=	Distribution equivalent rights
EBITDA	=	Earnings before interest, taxes, depreciation and amortization
FASB	=	Financial Accounting Standards Board
GAAP	=	Generally accepted accounting principles in the United States
ICE	=	IntercontinentalExchange
LIBOR	=	London Interbank Offered Rate
LTIP	=	Long-term incentive plan
Mcf	=	Thousand cubic feet
NYMEX	=	New York Mercantile Exchange
PLA	=	Pipeline loss allowance
PNG	=	PAA Natural Gas Storage, L.P.
SEC	=	Securities and Exchange Commission
USD	=	United States dollar
White Cliffs	=	White Cliffs Pipeline, LLC
WTI	=	West Texas Intermediate

Basis of Consolidation and Presentation

The accompanying unaudited condensed consolidated interim financial statements and notes thereto should be read in conjunction with our 2013 Annual Report on Form 10-K. The financial statements have been prepared in accordance with the instructions for interim reporting as set forth by the SEC. All adjustments (consisting only of normal recurring adjustments) that in the opinion of management were necessary for a fair statement of the results for the interim periods have been reflected. All significant intercompany transactions have been eliminated in consolidation. Certain reclassifications have been made to information from previous years to conform to the current presentation. The condensed consolidated balance sheet data as of December 31, 2013 was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the three and nine months ended September 30, 2014 should not be taken as indicative of results to be expected for the entire year. These financials include PAGP and all of our wholly owned subsidiaries and those entities that we control. Under GAAP, we consolidate PAA, AAP and GP LLC. Amounts associated with the interests in these entities not owned by us are reflected in our results of operations as net income attributable to noncontrolling interests and in our balance sheet partners’ capital section as noncontrolling interests.

For periods prior to our IPO, the accompanying condensed consolidated financial statements reflect the financial statements of GP LLC, the predecessor of PAGP, and are based on the historical ownership percentages of GP LLC and AAP. These financial statements, to the extent they relate to periods prior to our IPO, have been prepared from the separate financial records maintained by GP LLC and may not necessarily be indicative of the actual results of operations that might have occurred if PAGP had operated separately during those periods.

Subsequent events have been evaluated through the financial statements issuance date and have been included in the following footnotes where applicable.

Recent Accounting Pronouncements	9 Months Ended
Recent Accounting Pronouncements	Sep. 30, 2014
Recent Accounting Pronouncements
Recent Accounting Pronouncements	Note 2—Recent Accounting Pronouncements Other than as discussed below and in our 2013 Annual Report on Form 10-K, no new accounting pronouncements have become effective or have been issued during the nine months ended September 30, 2014 that are of significance or potential significance to us. In May 2014, the FASB issued guidance regarding the recognition of revenue from contracts with customers with the underlying principle that an entity will recognize revenue to reflect amounts expected to be received in exchange for the provision of goods and services to customers upon the transfer of those goods or services. The guidance also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and the related cash flows. This guidance becomes effective for interim and annual periods beginning after December 15, 2016 and can be adopted either with a full retrospective approach or a modified retrospective approach with a cumulative-effect adjustment as of the date of adoption. We are currently evaluating which transition approach to apply and the effect that adopting this guidance will have on our financial position, results of operations and cash flows. In April 2014, the FASB issued guidance that modifies the criteria under which assets to be disposed of are evaluated to determine if such assets qualify as a discontinued operation and requires new disclosures for both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This guidance is effective prospectively for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issue. We are currently evaluating the provisions of this authoritative guidance and assessing its impact, but do not believe our adoption will have a material impact on our financial position, results of operations or cash flows. In March 2013, the FASB issued guidance regarding the release of cumulative translation adjustments into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. This guidance became effective for interim and annual periods beginning after December 15, 2013. We adopted this guidance on January 1, 2014. Our adoption did not have a material impact on our financial position, results of operations or cash flows.

- Definition

The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6507316

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Direct Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6510796

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=28359718&loc=d3e22583-107794

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Indirect Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6515603

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=28359718&loc=d3e22580-107794

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.10-01.(b)(6))
-URI http://asc.fasb.org/extlink&oid=27015980&loc=d3e46468-122699

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Accounting Change
-URI http://asc.fasb.org/extlink&oid=6503790

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=28359718&loc=d3e22499-107794

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Retrospective Application
-URI http://asc.fasb.org/extlink&oid=6523989

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=6372559&loc=d3e765-108305

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6372559&loc=d3e725-108305

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 01
-Paragraph b
-Subparagraph 6
-Article 10

+ Details

Accounts Receivable	9 Months Ended
Accounts Receivable	Sep. 30, 2014
Accounts Receivable
Accounts Receivable	Note 3—Accounts Receivable Our accounts receivable are primarily from purchasers and shippers of crude oil and, to a lesser extent, purchasers of NGL and natural gas storage. These purchasers include, but are not limited to, refiners, producers, marketing and trading companies and financial institutions that are active in the physical and financial commodity markets. The majority of our accounts receivable relate to our crude oil supply and logistics activities that can generally be described as high volume and low margin activities, in many cases involving exchanges of crude oil volumes. To mitigate credit risk related to our accounts receivable, we have in place a rigorous credit review process. We closely monitor market conditions in order to make a determination with respect to the amount, if any, of credit to be extended to any given customer and the form and amount of financial performance assurances we require. Such financial assurances are commonly provided to us in the form of advance cash payments, standby letters of credit or parental guarantees. As of September 30, 2014 and December 31, 2013, we had received $181 million and $117 million, respectively, of advance cash payments from third parties to mitigate credit risk. Furthermore, as of September 30, 2014 and December 31, 2013, we had received $278 million and $426 million, respectively, of standby letters of credit to support obligations due from third parties, a portion of which applies to future business. In addition, in an effort to mitigate credit risk, a significant portion of our transactions with counterparties are settled on a net-cash basis. Further, we enter into netting agreements (contractual agreements that allow us to offset receivables and payables with those counterparties against each other on our balance sheet) for a majority of such arrangements. We review all outstanding accounts receivable balances on a monthly basis and record a reserve for amounts that we expect will not be fully recovered. We do not apply actual balances against the reserve until we have exhausted substantially all collection efforts. At September 30, 2014 and December 31, 2013, substantially all of our accounts receivable (net of allowance for doubtful accounts) were less than 30 days past their scheduled invoice date. Our allowance for doubtful accounts receivable totaled $4 million and $5 million at September 30, 2014 and December 31, 2013, respectively. Although we consider our allowance for doubtful accounts receivable to be adequate, actual amounts could vary significantly from estimated amounts.

- Definition

The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.

+ References + Details

Inventory, Linefill and Base Gas and Long-term Inventory

9 Months Ended

Sep. 30, 2014

Inventory, Linefill and Base Gas and Long-term Inventory

Inventory, Linefill and Base Gas and Long-term Inventory

Note 4—Inventory, Linefill and Base Gas and Long-term Inventory

Inventory, linefill and base gas and long-term inventory consisted of the following as of the dates indicated (barrels and natural gas volumes in thousands and carrying value in millions):

	September 30, 2014						December 31, 2013
		Unit of	Carrying		Price/			Unit of	Carrying		Price/
	Volumes	Measure	Value		Unit (1)		Volumes	Measure	Value		Unit (1)
Inventory
Crude oil	5,665	barrels	$	476	$	84.02	6,951	barrels	$	540	$	77.69
NGL	17,392	barrels	699		$	40.19	8,061	barrels	352		$	43.67
Natural gas	29,245	Mcf	119		$	4.07	40,505	Mcf	150		$	3.70
Other	N/A		20		N/A		N/A		23		N/A
Inventory subtotal			1,314						1,065

Linefill and base gas
Crude oil	11,390	barrels	715		$	62.77	10,966	barrels	679		$	61.92
NGL	1,214	barrels	54		$	44.48	1,341	barrels	62		$	46.23
Natural gas	28,612	Mcf	134		$	4.68	16,615	Mcf	57		$	3.43
Linefill and base gas subtotal			903						798

Long-term inventory
Crude oil	2,557	barrels	207		$	80.95	2,498	barrels	202		$	80.86
NGL	1,681	barrels	63		$	37.48	1,161	barrels	49		$	42.20
Long-term inventory subtotal			270						251

Total			$	2,487					$	2,114

(1) Price per unit of measure is comprised of a weighted average associated with various grades, qualities and locations. Accordingly, these prices may not coincide with any published benchmarks for such products.

At the end of each reporting period, we assess the carrying value of our inventory and make any adjustments necessary to reduce the carrying value to the applicable net realizable value. We did not record any such charges during the three months ended September 30, 2014. We recorded a charge of $37 million during the nine months ended September 30, 2014 related to the writedown of our natural gas inventory that was purchased in conjunction with managing natural gas storage deliverability requirements during the extended period of severe cold weather in the first quarter of 2014. During the three and nine months ended September 30, 2013, we recorded a charge of $7 million, primarily related to the writedown of our crude oil inventory due to declines in prices during the period. These adjustments are a component of “Purchases and related costs” on our accompanying condensed consolidated statements of operations. The recognition of the adjustment in 2013 was substantially offset by the recognition of gains on derivative instruments being utilized to hedge the future sales of our crude oil inventory. Substantially all of such gains were recorded to “Supply and Logistics segment revenues” on our accompanying condensed consolidated statements of operations. See Note 10 for discussion of our derivatives and risk management activities.

Goodwill

9 Months Ended

Sep. 30, 2014

Goodwill

Goodwill

Note 5—Goodwill

The table below reflects our goodwill by segment and changes during the period indicated (in millions):

	Transportation			Facilities			Supply and Logistics			Total
Balance at December 31, 2013	$	878		$	1,162		$	463		$	2,503
Foreign currency translation adjustments	(14		)	(6		)	(3		)	(23		)
Other	—			1			—			1
Balance at September 30, 2014	$	864		$	1,157		$	460		$	2,481

We completed our annual goodwill impairment test as of June 30, 2014 and determined that there was no impairment of goodwill.

Debt

9 Months Ended

Sep. 30, 2014

Debt

Debt

Note 6—Debt

Debt consisted of the following as of the dates indicated (in millions):

	September 30,			December 31,
	2014			2013
SHORT-TERM DEBT
PAA commercial paper notes, bearing a weighted-average interest rate of 0.30% and 0.33%, respectively (1)	$	423		$	1,109
PAA senior notes:
5.25% senior notes due June 2015	150			—
3.95% senior notes due September 2015	400			—
Other	3			4
Total short-term debt	976			1,113

LONG-TERM DEBT
PAA senior notes:
5.25% senior notes due June 2015	—			150
3.95% senior notes due September 2015	—			400
5.88% senior notes due August 2016	175			175
6.13% senior notes due January 2017	400			400
6.50% senior notes due May 2018	600			600
8.75% senior notes due May 2019	350			350
5.75% senior notes due January 2020	500			500
5.00% senior notes due February 2021	600			600
3.65% senior notes due June 2022	750			750
2.85% senior notes due January 2023	400			400
3.85% senior notes due October 2023	700			700
3.60% senior notes due November 2024	750			—
6.70% senior notes due May 2036	250			250
6.65% senior notes due January 2037	600			600
5.15% senior notes due June 2042	500			500
4.30% senior notes due January 2043	350			350
4.70% senior notes due June 2044	700			—
Unamortized discounts	(16		)	(15		)
PAA senior notes, net of unamortized discounts	7,609			6,710
Credit Facilities and Other:
AAP term loan, bearing a weighted-average interest rate of 1.8% and 1.9%, respectively (2)	500			500
AAP senior secured revolving credit facility, bearing a weighted-average interest rate of 1.7% and 2.2%, respectively (2)	31			15
Other	4			5
Total long-term debt	8,144			7,230
Total debt (3)	$	9,120		$	8,343

(1) PAA commercial paper notes are backstopped by the PAA senior unsecured revolving credit facility and the PAA senior secured hedged inventory facility, which mature in August 2019 and August 2017, respectively; as such, any borrowings under the PAA commercial paper program effectively reduce the available capacity under these facilities. At September 30, 2014 and December 31, 2013, we classified $423 million and approximately $1.1 billion, respectively, of borrowings under the PAA commercial paper program as short-term. These borrowings are primarily designated as working capital borrowings, must be repaid within one year and are primarily for hedged NGL and crude oil inventory and NYMEX and ICE margin deposits.

(2) In September 2014, AAP extended the maturity dates of its term loan and senior secured revolving credit facility. See “Credit Facilities” below for further discussion.

(3) PAA’s fixed-rate senior notes (including current maturities) had a face value of approximately $8.2 billion and $6.7 billion at September 30, 2014 and December 31, 2013, respectively. We estimated the aggregate fair value of these notes as of September 30, 2014 and December 31, 2013 to be approximately $8.8 billion and $7.2 billion, respectively. PAA’s fixed-rate senior notes are traded among institutions, and these trades are routinely published by a reporting service. Our determination of fair value is based on reported trading activity near quarter end. We estimate that the carrying value of outstanding borrowings under the credit facilities and the PAA commercial paper program approximates fair value as interest rates reflect current market rates. The fair value estimates for the PAA senior notes, the credit facilities and the PAA commercial paper program are based upon observable market data and are classified within Level 2 of the fair value hierarchy. See Note 10 for additional discussion of the fair value hierarchy.

Credit Facilities

In August 2014, PAA extended the maturity dates of its senior secured hedged inventory facility and senior unsecured revolving credit facility by one year through the exercise of the option included in the current credit agreements. The PAA senior secured hedged inventory facility and the PAA senior unsecured revolving credit facility now mature in August 2017 and August 2019, respectively.

In September 2014, AAP extended the maturity dates of its term loan and senior secured revolving credit facility by one year through the exercise of the option included in the current credit agreement. The AAP term loan and AAP senior secured revolving credit facility now mature in September 2019.

Borrowings and Repayments

Total borrowings under credit agreements and the PAA commercial paper program for the nine months ended September 30, 2014 and 2013 were approximately $55.7 billion and $13.2 billion, respectively. Total repayments under credit agreements and the PAA commercial paper program for the nine months ended September 30, 2014 and 2013 were approximately $56.3 billion and $13.4 billion, respectively. The variance in total gross borrowings and repayments is impacted by various business and financial factors including, but not limited to, the timing, average term and method of general partnership borrowing activities.

Letters of Credit

In connection with our supply and logistics activities, we provide certain suppliers with irrevocable standby letters of credit to secure our obligation for the purchase of crude oil, NGL and natural gas. Additionally, we issue letters of credit to support insurance programs and construction activities. At September 30, 2014 and December 31, 2013 we had outstanding letters of credit of $66 million and $41 million, respectively.

PAA Senior Notes Issuances

On April 23, 2014, PAA completed the issuance of $700 million, 4.70% senior notes due 2044 at a public offering price of 99.734%. Interest payments are due on June 15 and December 15 of each year, commencing on December 15, 2014. In anticipation of the issuance of these senior notes, PAA entered into $250 million notional principal amount of U.S. treasury locks in March and April 2014 to hedge the treasury rate portion of the interest rate on a portion of the notes. PAA terminated these treasury locks in April 2014. See Note 10 for additional disclosure.

On September 9, 2014, PAA completed the issuance of $750 million, 3.60% senior notes due 2024 at a public offering price of 99.842%. Interest payments are due on May 1 and November 1 of each year, commencing on May 1, 2015.

PAA Commercial Paper Program

Effective October 20, 2014, the maximum aggregate borrowing capacity under the PAA commercial paper program was increased from $1.5 billion to $3.0 billion.

Net Income Per Class A Share

9 Months Ended

Sep. 30, 2014

Net Income Per Class A Share

Net Income Per Class A Share

Note 7—Net Income Per Class A Share

Basic net income per Class A share is determined by dividing net income attributable to PAGP by the weighted average number of outstanding Class A shares during the period. Class B shares do not share in the earnings of the Partnership. Accordingly, basic and diluted net income per Class B share has not been presented.

Diluted net income per Class A share is determined by dividing net income attributable to PAGP by the weighted average number of outstanding diluted Class A shares during the period. For purposes of calculating diluted net income per Class A share, both the net income attributable to PAGP and the weighted average number of outstanding diluted Class A shares consider the impact of possible future exchanges of (i) AAP units and the associated Class B shares into our Class A shares and (ii) certain Class B units of AAP (referred to herein as “AAP Management Units”) into our Class A shares. In addition, the calculation of the weighted average number of outstanding diluted Class A shares considers the effect of potentially dilutive awards under the Plains GP Holdings, L.P. Long-Term Incentive Plan (the “PAGP LTIP”).

All AAP Management Units that have satisfied the applicable performance condition are considered potentially dilutive. Exchanges of potentially dilutive AAP units and AAP Management Units are assumed to have occurred at the beginning of the period and the incremental income attributable to PAGP resulting from the assumed exchanges is representative of the incremental income that would have been attributable to PAGP if the assumed exchanges occurred on that date. Our PAGP LTIP awards that contemplate the issuance of Class A Shares are considered dilutive unless (i) vesting occurs only upon the satisfaction of a performance condition and (ii) that performance condition has yet to be satisfied. PAGP LTIP awards that are deemed to be dilutive are reduced by a hypothetical share repurchase based on the remaining unamortized fair value, as prescribed by the treasury stock method in guidance issued by FASB. All outstanding PAGP LTIP awards as of September 30, 2014 are dilutive.

For the three and nine months ended September 30, 2014, the possible exchange of any AAP units and certain AAP Management Units would have had an antidilutive effect on net income per Class A share. For the same periods, our PAGP LTIP awards are dilutive; however, there are less than 0.1 million dilutive LTIP awards, which amount is not large enough to change the presentation of weighted average shares outstanding or net income per Class A share. The following table illustrates the calculation of basic net income per Class A share and diluted net income per Class A share for the three and nine months ended September 30, 2014 (in millions, except per share data):

	Three Months Ended		Nine Months Ended
	September 30, 2014		September 30, 2014
Basic and Diluted Net Income per Class A Share
Net income attributable to PAGP	$	16	$	45
Basic and diluted weighted average Class A shares outstanding	136		136

Basic and diluted net income per Class A share	$	0.12	$	0.33

Partners' Capital and Distributions

9 Months Ended

Sep. 30, 2014

Partners' Capital and Distributions

Partners' Capital and Distributions

Note 8—Partners’ Capital and Distributions

Distributions

The following table details the distributions paid to Class A shareholders during or pertaining to the first nine months of 2014 (in millions, except per share data):

		Distributions to		Distributions per
Date Declared	Distribution Date	Class A Shareholders		Class A Share (2)
October 8, 2014	November 14, 2014 (1)	$	26	$	0.19075
July 8, 2014	August 14, 2014	$	25	$	0.18340
April 7, 2014	May 15, 2014	$	23	$	0.17055
January 9, 2014	February 14, 2014	$	17	$	0.12505

(1) Payable to shareholders of record at the close of business on October 31, 2014, for the period July 1, 2014 through September 30, 2014.

(2) The distribution per Class A share paid on February 14, 2014 was prorated for the partial quarter following the closing of our IPO on October 21, 2013.

Units Outstanding

Exchange Rights. Holders of AAP units and their permitted transferees each have the right to exchange all or a portion of their AAP units for Class A shares at an exchange ratio of one Class A share for each AAP unit exchanged (referred to herein as their “Exchange Right”). This Exchange Right may be exercised only if, simultaneously therewith, an equal number of Class B shares and general partner units are transferred by the exercising party to us. For additional information regarding Exchange Rights, see Note 10 to our Consolidated Financial Statements included in Part IV of our 2013 Annual Report on Form 10-K. During the nine months ended September 30, 2014, certain holders of AAP units and their permitted transferees exercised their Exchange Right, which resulted in the exchange of AAP units, general partner units and our Class B shares for our Class A shares. The following table reflects the impact of such Exchange Right exercises on our Class A and Class B shares outstanding:

	Class B Shares		Class A Shares
Balance at December 31, 2013	472,196,136		133,833,637
Shares (exchanged)/issued in connection with Exchange Right exercises	(2,213,000	)	2,213,000
Balance at September 30, 2014	469,983,136		136,046,637

Consolidated Subsidiaries

Sales of Common Units by Subsidiaries

PAA Continuous Offering Program. In August 2014, PAA entered into an equity distribution agreement with several financial institutions pursuant to which PAA may offer and sell, through sales agents, common units representing limited partner interests in PAA having an aggregate offering price of up to $900 million. During the nine months ended September 30, 2014, PAA issued an aggregate of approximately 11.8 million common units under its continuous offering program, generating proceeds of $655 million, net of offering costs.

Noncontrolling Interests in Subsidiaries

As of September 30, 2014, noncontrolling interests in subsidiaries consisted of (i) a 98% limited partner interest in PAA, (ii) an approximate 78% limited partner interest in AAP that consists of Class A units and AAP Management Units (a profits interest) and (iii) a 25% interest in SLC Pipeline LLC.

Subsidiary Distributions

PAA Distributions. The following table details the distributions to PAA’s partners paid during or pertaining to the first nine months of 2014, net of incentive distribution reductions (in millions, except per unit data):

		Distributions to PAA’s Partners								Distributions
		Limited		AAP						per limited
Date Declared	Distribution Date	Partners		Incentive		2%		Total		partner unit
October 8, 2014	November 14, 2014 (1)	$	245	$	124	$	5	$	374	$	0.6600
July 8, 2014	August 14, 2014	$	238	$	117	$	5	$	360	$	0.6450
April 7, 2014	May 15, 2014	$	229	$	110	$	5	$	344	$	0.6300
January 9, 2014	February 14, 2014	$	221	$	102	$	5	$	328	$	0.6150

(1) Payable to unitholders of record at the close of business on October 31, 2014, for the period July 1, 2014 through September 30, 2014.

During the nine months ended September 30, 2014, distributions of approximately $2 million were paid to noncontrolling interests in SLC Pipeline LLC.

AAP Distributions. The following table details the distributions to AAP’s partners from distributions received from PAA paid during or pertaining to the first nine months of 2014 (in millions):

						Distributions to AAP’s Partners
	Distributions received		Cash					Noncontrolling
Distribution Date	by AAP from PAA		Reserves			Total		Interests		PAGP
November 14, 2014 (1)	$	129	$	(4	)	$	125	$	99	$	26
August 14, 2014	$	122	$	(3	)	$	119	$	94	$	25
May 15, 2014	$	115	$	(4	)	$	111	$	88	$	23
February 14, 2014 (2)	$	107	$	(3	)	$	104	$	87	$	17

(1) Payable to unitholders of record at the close of business on October 31, 2014, for the period July 1, 2014 through September 30, 2014.

(2) The distribution paid by AAP on February 14, 2014 was prorated as of the date of the consummation of our IPO, such that the owners of AAP prior to our IPO received the portion of the distribution attributable to the period prior to our IPO, and the owners of AAP at the date of record of January 31, 2014, including us, received the portion of the distribution attributable to the period beginning on the date of the IPO through the end of the fourth quarter of 2013.

In September 2013, the AAP credit agreement was amended to increase the amount of the term loan by $300 million. Upon receipt, the net term loan proceeds of $299 million were distributed to AAP’s partners, excluding AAP Management Unit holders, in proportion to their respective ownership interests.

Equity-Indexed Compensation Plans

9 Months Ended

Sep. 30, 2014

Equity-Indexed Compensation Plans

Equity-Indexed Compensation Plans

Note 9—Equity-Indexed Compensation Plans

We refer to the PAGP LTIP, 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 15 to our Consolidated Financial Statements included in Part IV of our 2013 Annual Report on Form 10-K.

In connection with our IPO in October 2013, our general partner adopted the PAGP LTIP, which is intended to align the interests of employees and directors with those of our shareholders by providing such employees and directors incentive compensation awards that reward achievement of targeted distribution levels and other business objectives. The PAGP LTIP provides for awards of options, restricted shares, phantom shares and share appreciation rights. Certain awards may also include distribution equivalent rights (“DERs”), which, subject to applicable vesting criteria, entitle the grantee to a cash payment equal to the cash distribution paid on an outstanding Class A share. The PAGP LTIP authorizes the issuance of up to 10 million Class A shares deliverable upon vesting. In February 2014, an aggregate of 83,200 phantom Class A shares were issued to our directors, resulting in expense of approximately $1 million for the nine months ended September 30, 2014. These awards will vest annually in 25% increments, beginning in February 2015, and have an automatic re-grant feature such that as they vest, an equivalent amount is granted.

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	1.1		$	47.27	0.1	$	27.84
Vested (2)	(1.9	)	$	25.54	—	$	—
Cancelled or forfeited	(0.3	)	$	39.63	—	$	—
Outstanding at September 30, 2014	7.3		$	41.28	0.1	$	27.84

(1) Amounts do not include AAP Management Units.

(2) During the nine months ended September 30, 2014, approximately 0.6 million PAA common units were issued, net of approximately 0.3 million units withheld for taxes, in connection with the settlement of vested awards. The remaining PAA awards (approximately 1.0 million units) that vested during the nine months ended September 30, 2014 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, 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 September 30, 2014	3.1		49.0	47.8	$	62

(1) Of the $62 million grant date fair value, approximately $54 million had been recognized through September 30, 2014. Approximately $5 million of such amount was recognized as expense during the nine months ended September 30, 2014.

Other Consolidated Equity-Indexed Compensation Plan Information

The table below summarizes the expense recognized and the value of vested LTIPs (settled both in PAA common units and cash) under our equity-indexed compensation plans and includes both liability-classified and equity-classified awards (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Equity-indexed compensation expense	$	22	$	17	$	91	$	96
LTIP unit-settled vestings	$	1	$	1	$	52	$	47
LTIP cash-settled vestings	$	—	$	—	$	52	$	61
DER cash payments	$	2	$	2	$	6	$	5

Derivatives and Risk Management Activities

9 Months Ended

Sep. 30, 2014

Derivatives and Risk Management Activities

Derivatives and Risk Management Activities

Note 10—Derivatives and Risk Management Activities

We identify the risks that underlie our core business activities and use risk management strategies to mitigate those risks when we determine that there is value in doing so. Our policy is to use derivative instruments for risk management purposes and not for the purpose of speculating on hydrocarbon commodity (referred to herein as “commodity”) price changes. We use various derivative instruments to (i) manage our exposure to commodity price risk as well as to optimize our profits, (ii) manage our exposure to interest rate risk and (iii) manage our exposure to currency exchange rate risk. Our commodity risk management policies and procedures are designed to help ensure that our hedging activities address our risks by monitoring our derivative positions, as well as physical volumes, grades, locations, delivery schedules and storage capacity. Our interest rate and currency exchange rate risk management policies and procedures are designed to monitor our derivative positions and ensure that those positions are consistent with our objectives and approved strategies. When we apply hedge accounting, our policy is to formally document all relationships between hedging instruments and hedged items, as well as our risk management objectives for undertaking the hedge. This process includes specific identification of the hedging instrument and the hedged transaction, the nature of the risk being hedged and how the hedging instrument’s effectiveness will be assessed. Both at the inception of the hedge and on an ongoing basis, we assess whether the derivatives used in a transaction are highly effective in offsetting changes in cash flows or the fair value of hedged items.

Commodity Price Risk Hedging

Our core business activities involve certain commodity price-related risks that we manage in various ways, including through the use of derivative instruments. Our policy is to (i) only purchase inventory for which we have a market, (ii) structure our sales contracts so that price fluctuations do not materially affect our operating income and (iii) not acquire and hold physical inventory or derivatives for the purpose of speculating on commodity price changes. The material commodity-related risks inherent in our business activities can be divided into the following general categories:

Commodity Purchases and Sales — In the normal course of our operations, we purchase and sell commodities. We use derivatives to manage the associated risks and to optimize profits. As of September 30, 2014, net derivative positions related to these activities included:

· An average of 248,700 barrels per day net long position (total of 7.7 million barrels) associated with our crude oil purchases, which was unwound ratably during October 2014 to match monthly average pricing.

· A net short time spread position averaging approximately 19,900 barrels per day (total of 11.5 million barrels), which hedges a portion of our anticipated crude oil lease gathering purchases through June 2016. Our use of these derivatives does not expose us to outright price risk.

· An average of 15,200 barrels per day (total of 6.5 million barrels) of crude oil grade spread positions through December 2015. These derivatives allow us to lock in grade basis differentials. Our use of these derivatives does not expose us to outright price risk.

· A net short position of approximately 25.1 Bcf through April 2016 related to anticipated sales of natural gas inventory and base gas requirements.

· A net short position of approximately 12.1 million barrels through December 2015 related to the anticipated sales of our crude oil, NGL and refined products inventory.

Pipeline Loss Allowance Oil — As is common in the pipeline transportation industry, our tariffs incorporate a loss allowance factor that is intended to offset losses due to evaporation, measurement and other losses in transit. We utilize derivative instruments to hedge a portion of the anticipated sales of the allowance oil that is to be collected under our tariffs. As of September 30, 2014, our PLA hedges included a net short position for an average of approximately 1,400 barrels per day (total of 1.1 million barrels) through December 2016 and a long call position of approximately 0.6 million barrels through December 2016.

Natural Gas Processing/NGL Fractionation — As part of our supply and logistics activities, we purchase natural gas for processing and NGL mix for fractionation, and we sell the resulting individual specification products (including ethane, propane, butane and condensate). In conjunction with these activities, we hedge the price risk associated with the purchase of the natural gas and the subsequent sale of the individual specification products. As of September 30, 2014, we had a long natural gas position of approximately 33.3 Bcf through December 2016, a short propane position of approximately 5.4 million barrels through December 2016 and a short butane position of approximately 1.6 million barrels through December 2016.

To the extent they qualify and we decide to make the election, all of our commodity derivatives where we elect hedge accounting are designated as cash flow hedges. We have determined that substantially all of our physical purchase and sale agreements qualify for the normal purchase normal sale scope exception. Physical commodity contracts that meet the definition of a derivative but are ineligible, or not designated, for the normal purchase normal sale scope exception are recorded on the balance sheet at fair value, with changes in fair value recognized in earnings.

Interest Rate Risk Hedging

We use interest rate derivatives to hedge interest rate risk associated with anticipated debt issuances and outstanding debt instruments. The derivative instruments we use to manage this risk consist primarily of interest rate swaps and treasury locks. As of September 30, 2014, AOCI includes deferred losses of $108 million that relate to open and terminated interest rate derivatives that were designated for hedge accounting. The terminated interest rate derivatives were cash-settled in connection with the issuance or refinancing of debt agreements. The deferred loss related to these instruments is being amortized to interest expense over the terms of the hedged debt instruments.

PAA has entered into forward starting interest rate swaps to hedge the underlying benchmark interest rate related to forecasted debt issuances through 2015. The following table summarizes the terms of these forward starting interest rate swaps as of September 30, 2014 (notional amounts in millions):

Hedged Transaction

Number and Types of
Derivatives Employed

Notional
Amount

Expected
Termination Date

Average Rate
Locked

Accounting
Treatment

Anticipated debt offering

10 forward starting swaps (30-year)

250

6/15/2015

3.60%

Cash flow hedge

In anticipation of PAA’s April 2014 issuance of senior notes, PAA entered into an aggregate of five treasury lock agreements in March and April 2014 for a combined notional amount of $250 million at a locked in rate of 3.62%. The treasury locks were designated as cash flow hedges, thus changes in fair value are deferred in AOCI. In connection with PAA’s April 2014 senior notes issuance, these treasury locks were terminated prior to maturity for an aggregate cash payment of $7 million. The effective portion of the treasury locks was deferred in AOCI and will be amortized to interest expense over the life of the senior notes.

Currency Exchange Rate Risk Hedging

Because a significant portion of our Canadian business is conducted in CAD and, at times, a portion of our debt is denominated in CAD, we use foreign currency derivatives to minimize the risk of unfavorable changes in exchange rates. These instruments include foreign currency exchange contracts and forwards.

As of September 30, 2014, our outstanding foreign currency derivatives include derivatives we use to (i) hedge currency exchange risk associated with USD-denominated commodity purchases and sales in Canada and (ii) hedge currency exchange risk created by the use of USD-denominated commodity derivatives to hedge commodity price risk associated with CAD-denominated commodity purchases and sales.

The following table summarizes our open forward exchange contracts as of September 30, 2014 (in millions):

		USD		CAD		Average Exchange Rate USD to CAD
Forward exchange contracts that exchange CAD for USD:
	2014	$	284	$	319	$1.00 - $1.12
	2015	178		200		$1.00 - $1.12
		$	462	$	519	$1.00 - $1.12

Forward exchange contracts that exchange USD for CAD:
	2014	$	284	$	313	$1.00 - $1.10
	2015	178		195		$1.00 - $1.09
		$	462	$	508	$1.00 - $1.10

Summary of Financial Impact

We record all open derivatives on the balance sheet as either assets or liabilities measured at fair value. Changes in the fair value of derivatives are recognized currently in earnings unless specific hedge accounting criteria are met. For derivatives that qualify as cash flow hedges, changes in fair value of the effective portion of the hedges are deferred in AOCI and recognized in earnings in the periods during which the underlying physical transactions are recognized in earnings. Derivatives that do not qualify for hedge accounting and the portion of cash flow hedges that are not highly effective in offsetting changes in cash flows of the hedged items are recognized in earnings each period. Cash settlements associated with our derivative activities are reflected as cash flows from operating activities in our condensed consolidated statements of cash flows.

A summary of the impact of our derivative activities recognized in earnings for the three and nine months ended September 30, 2014 and 2013 is as follows (in millions):

	Three Months Ended September 30, 2014											Three Months Ended September 30, 2013
	Derivatives in Hedging Relationships											Derivatives in Hedging Relationships
Location of gain/(loss)	Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total			Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total
Commodity Derivatives

Supply and Logistics segment revenues	$	(4	)	$	—	$	(17	)	$	(21	)	$	109		$	—	$	(91	)	$	18

Facilities segment revenues	—			—		—			—			(2		)	—		—			(2		)

Field operating costs	—			—		(2		)	(2		)	—			—		2			2

Interest Rate Derivatives

Interest expense	(1		)	—		—			(1		)	(2		)	3		—			1

Foreign Currency Derivatives

Supply and Logistics segment revenues	—			—		(17		)	(17		)	—			—		—			—

Other income/(expense), net	—			—		—			—			1			—		—			1

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	(5	)	$	—	$	(36	)	$	(41	)	$	106		$	3	$	(89	)	$	20

	Nine Months Ended September 30, 2014											Nine Months Ended September 30, 2013
	Derivatives in Hedging Relationships											Derivatives in Hedging Relationships
Location of gain/(loss)	Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total			Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total
Commodity Derivatives

Supply and Logistics segment revenues	$	(12	)	$	—	$	(17	)	$	(29	)	$	139		$	—	$	(34	)	$	105

Facilities segment revenues	—			—		—			—			(14		)	—		—			(14		)

Field operating costs	—			—		(3		)	(3		)	—			—		7			7

Interest Rate Derivatives

Interest expense	(4		)	—		—			(4		)	(5		)	3		—			(2		)

Foreign Currency Derivatives

Supply and Logistics segment revenues	—			—		(17		)	(17		)	—			—		—			—

Other income/(expense), net	—			—		—			—			4			—		—			4

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	(16	)	$	—	$	(37	)	$	(53	)	$	124		$	3	$	(27	)	$	100

(1) During the three and nine months ended September 30, 2014, all of our hedged transactions were probable of occurring. During the three months ended September 30, 2013 we reclassified losses of $2 million from AOCI to Facilities segment revenues as a result of anticipated hedged transactions that were probable of not occurring. During the nine months ended September 30, 2013, we reclassified gains of $3 million and losses of $1 million from AOCI to Supply and Logistics segment revenues and Facilities segment revenues, respectively, as a result of anticipated hedged transactions that were probable of not occurring.

The following table summarizes the derivative assets and liabilities on our condensed consolidated balance sheet on a gross basis as of September 30, 2014 (in millions):

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Derivatives designated as hedging instruments:
Commodity derivatives	Other current assets	$	7
	Other long-term assets	4
Interest rate derivatives				Other current liabilities	$	(15	)
Total derivatives designated as hedging instruments		$	11		$	(15	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	65	Other current assets	$	(43	)
	Other long-term assets	5		Other current liabilities	(7		)
	Other current liabilities	2		Other long-term liabilities	(2		)
Foreign currency derivatives				Other current liabilities	(10		)
Total derivatives not designated as hedging instruments		$	72		$	(62	)

Total derivatives		$	83		$	(77	)

The following table summarizes the derivative assets and liabilities on our condensed consolidated balance sheet on a gross basis as of December 31, 2013 (in millions):

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Derivatives designated as hedging instruments:
Commodity derivatives	Other current assets	$	36	Other current assets	$	(24	)
	Other long-term assets	5
Interest rate derivatives	Other long-term assets	26
Total derivatives designated as hedging instruments		$	67		$	(24	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	60	Other current assets	$	(117	)
	Other long-term assets	5		Other long-term assets	(6		)
	Other current liabilities	1		Other current liabilities	(5		)
				Other long-term liabilities	(1		)
Foreign currency derivatives				Other current liabilities	(4		)
Total derivatives not designated as hedging instruments		$	66		$	(133	)

Total derivatives		$	133		$	(157	)

Our derivative transactions are governed through ISDA (International Swaps and Derivatives Association) master agreements and clearing brokerage agreements. These agreements include stipulations regarding the right of set off in the event that we or our counterparty default on our performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties.

Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists. Accordingly, we also offset derivative assets and liabilities with amounts associated with cash margin. Our exchange-traded derivatives are transacted through clearing brokerage accounts and are subject to margin requirements as established by the respective exchange. On a daily basis, our account equity (consisting of the sum of our cash balance and the fair value of our open derivatives) is compared to our initial margin requirement resulting in the payment or return of variation margin. As of September 30, 2014, we had a net broker receivable of $35 million (consisting of initial margin of $74 million reduced by $39 million of variation margin that had been returned to us). As of December 31, 2013, we had a net broker receivable of $161 million (consisting of initial margin of $85 million increased by $76 million of variation margin that had been posted by us).

The following tables present information about derivatives and financial assets and liabilities that are subject to offsetting, including enforceable master netting arrangements at September 30, 2014 and December 31, 2013 (in millions):

	September 30, 2014						December 31, 2013
	Derivative			Derivative			Derivative			Derivative
	Asset Positions			Liability Positions			Asset Positions			Liability Positions
Netting Adjustments:
Gross position - asset/(liability)	$	83		$	(77	)	$	133		$	(157	)
Netting adjustment	(45		)	45			(148		)	148
Cash collateral paid/(received)	35			—			161			—
Net position - asset/(liability)	$	73		$	(32	)	$	146		$	(9	)

Balance Sheet Location After Netting Adjustments:
Other current assets	$	64		$	—		$	116		$	—
Other long-term assets	9			—			30			—
Other current liabilities	—			(30		)	—			(8		)
Other long-term liabilities	—			(2		)	—			(1		)
	$	73		$	(32	)	$	146		$	(9	)

As of September 30, 2014, there was a net loss of $118 million deferred in AOCI including tax effects. The deferred net loss recorded in AOCI is expected to be reclassified to future earnings contemporaneously with (i) the earnings recognition of the underlying hedged commodity transaction or (ii) interest expense accruals associated with underlying debt instruments. Of the total net loss deferred in AOCI at September 30, 2014, we expect to reclassify a net gain of $1 million to earnings in the next twelve months. The remaining deferred loss of $119 million is expected to be reclassified to earnings through 2045. A portion of these amounts are based on market prices as of September 30, 2014; thus, actual amounts to be reclassified will differ and could vary materially as a result of changes in market conditions.

The net deferred gain/(loss), including tax effects, recognized in AOCI for derivatives for the three and nine months ended September 30, 2014 and 2013 are as follows (in millions):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2014			2013		2014			2013
Commodity derivatives, net	$	2		$	66	$	(10	)	$	77
Interest rate derivatives, net	(8		)	12		(47		)	64
Total	$	(6	)	$	78	$	(57	)	$	141

At September 30, 2014 and December 31, 2013, none of our outstanding derivatives contained credit-risk related contingent features that would result in a material adverse impact to us upon any change in our credit ratings. Although we may be required to post margin on our cleared derivatives as described above, we do not require our non-cleared derivative counterparties to post collateral with us.

Recurring Fair Value Measurements

Derivative Financial Assets and Liabilities

The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2014 and December 31, 2013 (in millions):

	Fair Value as of September 30, 2014										Fair Value as of December 31, 2013
Recurring Fair Value Measures (1)	Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3			Total
Commodity derivatives	$	6	$	22		$	3	$	31		$	16	$	(59	)	$	(3	)	$	(46	)
Interest rate derivatives	—		(15		)	—		(15		)	—		26			—			26
Foreign currency derivatives	—		(10		)	—		(10		)	—		(4		)	—			(4		)
Total net derivative asset/(liability)	$	6	$	(3	)	$	3	$	6		$	16	$	(37	)	$	(3	)	$	(24	)

(1) Derivative assets and liabilities are presented above on a net basis but do not include related cash margin deposits.

Level 1

Level 1 of the fair value hierarchy includes exchange-traded commodity derivatives such as futures and options. The fair value of exchange-traded commodity derivatives is based on unadjusted quoted prices in active markets.

Level 2

Level 2 of the fair value hierarchy includes exchange-cleared commodity derivatives and over-the-counter commodity, interest rate and foreign currency derivatives that are traded in active markets. In addition, it includes certain physical commodity contracts. The fair value of these derivatives is based on broker price quotations which are corroborated with market observable inputs.

Level 3

Level 3 of the fair value hierarchy includes certain physical commodity contracts. The fair value of our Level 3 physical commodity contracts is based on a valuation model utilizing broker-quoted forward commodity prices, and timing estimates, which involve management judgment. The significant unobservable inputs used in the fair value measurement of our Level 3 derivatives are forward prices obtained from brokers. A significant increase or decrease in these forward prices could result in a material change in fair value to our Level 3 derivatives.

Rollforward of Level 3 Net Asset/(Liability)

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our derivatives classified as Level 3 (in millions):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2014		2013			2014			2013
Beginning Balance	$	1	$	4		$	(3	)	$	4
Unrealized gains/(losses):
Included in earnings (1)	1		(4		)	—			(1		)
Included in other comprehensive income	—		—			—			—
Settlements	—		(1		)	3			(3		)
Derivatives entered into during the period	1		—			3			(1		)
Transfers out of Level 3	—		—			—			—
Ending Balance	$	3	$	(1	)	$	3		$	(1	)

Change in unrealized gains/(losses) included in earnings relating to Level 3 derivatives still held at the end of the periods	$	2	$	(4	)	$	3		$	(1	)

(1) We reported unrealized gains and losses associated with Level 3 commodity derivatives in our condensed consolidated statements of operations as Supply and Logistics segment revenues.

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

+ References

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+ Details

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2014
Commitments and Contingencies
Commitments and Contingencies	Note 11—Commitments and Contingencies *Litigation* General. In the ordinary course of business, we are involved in various legal proceedings. To the extent we are able to assess the likelihood of a negative outcome for these proceedings, our assessments of such likelihood range from remote to probable. If we determine that a negative outcome is probable and the amount of loss is reasonably estimable, we accrue the estimated amount. We do not believe that the outcome of these legal proceedings, individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows. Although we believe that our operations are presently in material compliance with applicable requirements, as we acquire and incorporate additional assets it is possible that the EPA or other governmental entities may seek to impose fines, penalties or performance obligations on us (or on a portion of our operations) as a result of any past noncompliance whether such noncompliance initially developed before or after our acquisition. *Environmental* General. Although we believe that our efforts to enhance our leak prevention and detection capabilities have produced positive results, we have experienced (and likely will experience future) releases of hydrocarbon products into the environment from our pipeline, rail and storage operations. These releases can result from unpredictable man-made or natural forces and may reach surface water bodies, groundwater aquifers or other sensitive environments. Whether current or past, damages and liabilities associated with any such releases from our assets may substantially affect our business. At September 30, 2014, our estimated undiscounted reserve for environmental liabilities totaled $87 million, of which $13 million was classified as short-term and $74 million was classified as long-term. At December 31, 2013, our estimated undiscounted reserve for environmental liabilities totaled $93 million, of which $11 million was classified as short-term and $82 million was classified as long-term. The short- and long-term environmental liabilities referenced above are reflected in “Accounts payable and accrued liabilities” and “Other long-term liabilities and deferred credits,” respectively, on our condensed consolidated balance sheets. At September 30, 2014 and December 31, 2013, we had recorded receivables totaling $9 million and $10 million, respectively, for amounts probable of recovery under insurance and from third parties under indemnification agreements, which are predominantly reflected in “Trade accounts receivable and other receivables, net” on our condensed consolidated balance sheets. In some cases, the actual cash expenditures may not occur for three years or longer. Our estimates used in these reserves are based on information currently available to us and our assessment of the ultimate outcome. Among the many uncertainties that impact our estimates are the necessary regulatory approvals for, and potential modification of, our remediation plans, the limited amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional liabilities. Therefore, although we believe that the reserve is adequate, costs incurred may be in excess of the reserve and may potentially have a material adverse effect on our financial condition, results of operations or cash flows. Bay Springs Pipeline Release. During February 2013, we experienced a crude oil release of approximately 120 barrels on a portion of one of our pipelines near Bay Springs, Mississippi. Most of the released oil was contained within our pipeline right of way, but some of the released oil entered a nearby waterway where it was contained with booms. The EPA has issued an administrative order requiring us to take various actions in response to the release, including remediation, reporting and other actions. We have satisfied the requirements of the administrative order; however, we may be subjected to a civil penalty. The aggregate cost to clean up and remediate the site was approximately $6 million. Kemp River Pipeline Release. During May and June 2013, two separate releases were discovered on our Kemp River pipeline in Northern Alberta, Canada that, in the aggregate, resulted in the release of approximately 700 barrels of condensate and light crude oil. Clean-up and remediation activities are being conducted in cooperation with the applicable regulatory agencies. AER’s final investigation is not complete. To date, no charges, fines or penalties have been assessed against PMC with respect to these releases; however, it is possible that fines or penalties may be assessed against PMC in the future. We estimate that the aggregate clean-up and remediation costs associated with these releases will be approximately $15 million. Through September 30, 2014, we spent approximately $8 million in connection with clean-up and remediation activities.

Operating Segments

9 Months Ended

Sep. 30, 2014

Operating Segments

Operating Segments

Note 12—Operating Segments

We manage our operations through three operating segments: (i) Transportation, (ii) Facilities and (iii) Supply and Logistics. Our Chief Operating Decision Maker (our Chief Executive Officer) evaluates segment performance based on measures including segment profit and maintenance capital investment. We define segment profit as revenues and equity earnings in unconsolidated entities less (i) purchases and related costs, (ii) field operating costs and (iii) segment general and administrative expenses. Each of the items above excludes depreciation and amortization. Maintenance capital consists of capital expenditures for the replacement of partially or fully depreciated assets in order to maintain the operating and/or earnings capacity of our existing assets.

The following table reflects certain financial data for each segment for the periods indicated (in millions):

	Transportation		Facilities		Supply and Logistics		Total
Three Months Ended September 30, 2014
Revenues (1):
External Customers	$	198	$	141	$	10,788	$	11,127
Intersegment (2)	226		140		5		371
Total revenues of reportable segments	$	424	$	281	$	10,793	$	11,498
Equity earnings in unconsolidated entities	$	29	$	—	$	—	$	29
Segment profit (3) (4)	$	231	$	147	$	152	$	530
Maintenance capital	$	35	$	19	$	2	$	56

Three Months Ended September 30, 2013
Revenues:
External Customers	$	179	$	138	$	10,386	$	10,703
Intersegment (2)	199		142		—		341
Total revenues of reportable segments	$	378	$	280	$	10,386	$	11,044
Equity earnings in unconsolidated entities	$	19	$	—	$	—	$	19
Segment profit (3) (4)	$	198	$	146	$	64	$	408
Maintenance capital	$	29	$	6	$	7	$	42

	Transportation		Facilities		Supply and Logistics		Total
Nine Months Ended September 30, 2014
Revenues (1):
External Customers	$	574	$	443	$	32,988	$	34,005
Intersegment (2)	648		415		33		1,096
Total revenues of reportable segments	$	1,222	$	858	$	33,021	$	35,101
Equity earnings in unconsolidated entities	$	73	$	—	$	—	$	73
Segment profit (3) (4)	$	658	$	435	$	534	$	1,627
Maintenance capital	$	111	$	34	$	6	$	151

Nine Months Ended September 30, 2013
Revenues:
External Customers	$	517	$	558	$	30,542	$	31,617
Intersegment (2)	594		425		2		1,021
Total revenues of reportable segments	$	1,111	$	983	$	30,544	$	32,638
Equity earnings in unconsolidated entities	$	42	$	—	$	—	$	42
Segment profit (3) (4)	$	522	$	445	$	673	$	1,640
Maintenance capital	$	84	$	23	$	17	$	124

(1) Effective January 1, 2014, our natural gas sales and costs, primarily attributable to the activities performed by our natural gas storage commercial optimization group, are reported in the Supply and Logistics segment. Such items were previously reported in the Facilities segment.

(2) Segment revenues and purchases and related costs include intersegment amounts. Intersegment sales are conducted at posted tariff rates, rates similar to those charged to third parties or rates that we believe approximate market. For further discussion, see “Analysis of Operating Segments” under Item 7 of our 2013 Annual Report on Form 10-K.

(3) Supply and Logistics segment profit includes interest expense (related to hedged inventory purchases) of $4 million and $8 million for the three months ended September 30, 2014 and 2013, respectively, and $11 million and $21 million for the nine months ended September 30, 2014 and 2013, respectively.

(4) The following table reconciles segment profit to net income attributable to PAGP (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Segment profit	$	530		$	408		$	1,627		$	1,640
Unallocated general and administrative expenses	(1		)	—			(3		)	—
Depreciation and amortization	(97		)	(93		)	(294		)	(266		)
Interest expense, net	(88		)	(73		)	(254		)	(227		)
Other income/(expense), net	(4		)	3			(2		)	2
Income before tax	340			245			1,074			1,149
Income tax expense	(29		)	(9		)	(116		)	(79		)
Net income	311			236			958			1,070
Net income attributable to noncontrolling interests	(295		)	(235		)	(913		)	(1,067		)
Net income attributable to PAGP	$	16		$	1		$	45		$	3

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599

+ Details

Related Party Transactions

9 Months Ended

Sep. 30, 2014

Related Party Transactions

Related Party Transactions

Note 13—Related Party Transactions

See Note 14 to our Consolidated Financial Statements included in Part IV of our 2013 Annual Report on Form 10-K for a complete discussion of our related party transactions.

Occidental Petroleum Corporation

As of September 30, 2014, a subsidiary of Occidental Petroleum Corporation (“Oxy”) owned approximately 25% of the limited partner interests in AAP and had a representative on the board of directors of GP LLC and our general partner. During the three and nine months ended September 30, 2014 and 2013, we recognized sales and transportation revenues and purchased petroleum products from companies affiliated with Oxy. These transactions were conducted at posted tariff rates or prices that we believe approximate market. See detail below (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Revenues	$	369	$	441	$	812	$	1,135

Purchases and related costs	$	233	$	229	$	701	$	604

We currently have a netting arrangement with Oxy. Our gross receivable and payable amounts with affiliates of Oxy were as follows (in millions):

	September 30,		December 31,
	2014		2013
Trade accounts receivable and other receivables	$	274	$	133

Accounts payable	$	233	$	181

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2014
Subsequent Events
Subsequent Events	Note 14—Subsequent Events As of November 5, 2014, PAA entered into a definitive purchase and sale agreement with Oxy that provides for PAA’s purchase of Oxy’s 50% interest in BridgeTex Pipeline Company LLC (“BridgeTex”) for $1.075 billion. BridgeTex owns a 300,000 barrel-per-day crude oil pipeline (“BridgeTex Pipeline”) that extends from Colorado City in West Texas to Texas City. The remaining 50% interest in BridgeTex is owned by Magellan Midstream Partners, L.P. (“MMP”), which is also the operator of the BridgeTex Pipeline. Contemporaneous with the purchase by PAA of Oxy’s 50% interest in BridgeTex, BridgeTex has agreed to sell the southern leg of the pipeline system which runs from Houston to Texas City (the “Texas City Leg”) to MMP, and MMP has agreed to enter into a long term capacity lease with BridgeTex pursuant to which BridgeTex shippers will have access to capacity on the Texas City Leg. In addition to customary closing conditions and the contemporaneous consummation of the sale of the Texas City Leg and execution of the capacity lease, PAA’s acquisition of Oxy’s 50% interest in BridgeTex is subject to the completion by us, prior to December 31, 2014, of an underwritten secondary offering pursuant to which Oxy would sell a portion of its equity interest in us. In order to facilitate such offering and the overall transaction, (i) the board of directors of our general partner has agreed to an early release of the 15-month lock-up arrangement that was originally imposed on certain of our equity owners, including Oxy, in connection with our initial public offering in October 2013, (ii) certain affiliates of Kayne Anderson Investment Management, Inc., The Energy & Minerals Group and PAA Management, L.P. have agreed to waive their participation rights in such offering and (iii) Oxy, certain affiliates of Kayne Anderson Investment Management, Inc., The Energy & Minerals Group and PAA Management, L.P. have agreed to refrain from selling any of their respective interests in us for a period of up to 90 days following such offering. If an offering is not completed prior to December 31, 2014, both PAA and Oxy have the right to terminate the purchase and sale agreement.

Inventory, Linefill and Base Gas and Long-term Inventory (Tables)

9 Months Ended

Sep. 30, 2014

Inventory, Linefill and Base Gas and Long-term Inventory

Components of inventory, linefill and base gas and long-term inventory

Inventory, linefill and base gas and long-term inventory consisted of the following as of the dates indicated (barrels and natural gas volumes in thousands and carrying value in millions):

	September 30, 2014						December 31, 2013
		Unit of	Carrying		Price/			Unit of	Carrying		Price/
	Volumes	Measure	Value		Unit (1)		Volumes	Measure	Value		Unit (1)
Inventory
Crude oil	5,665	barrels	$	476	$	84.02	6,951	barrels	$	540	$	77.69
NGL	17,392	barrels	699		$	40.19	8,061	barrels	352		$	43.67
Natural gas	29,245	Mcf	119		$	4.07	40,505	Mcf	150		$	3.70
Other	N/A		20		N/A		N/A		23		N/A
Inventory subtotal			1,314						1,065

Linefill and base gas
Crude oil	11,390	barrels	715		$	62.77	10,966	barrels	679		$	61.92
NGL	1,214	barrels	54		$	44.48	1,341	barrels	62		$	46.23
Natural gas	28,612	Mcf	134		$	4.68	16,615	Mcf	57		$	3.43
Linefill and base gas subtotal			903						798

Long-term inventory
Crude oil	2,557	barrels	207		$	80.95	2,498	barrels	202		$	80.86
NGL	1,681	barrels	63		$	37.48	1,161	barrels	49		$	42.20
Long-term inventory subtotal			270						251

Total			$	2,487					$	2,114

Goodwill (Tables)

9 Months Ended

Sep. 30, 2014

Goodwill

Schedule of goodwill by segment and changes during the period

The table below reflects our goodwill by segment and changes during the period indicated (in millions):

	Transportation			Facilities			Supply and Logistics			Total
Balance at December 31, 2013	$	878		$	1,162		$	463		$	2,503
Foreign currency translation adjustments	(14		)	(6		)	(3		)	(23		)
Other	—			1			—			1
Balance at September 30, 2014	$	864		$	1,157		$	460		$	2,481

Debt (Tables)

9 Months Ended

Sep. 30, 2014

Debt

Components of debt

Debt consisted of the following as of the dates indicated (in millions):

	September 30,			December 31,
	2014			2013
SHORT-TERM DEBT
PAA commercial paper notes, bearing a weighted-average interest rate of 0.30% and 0.33%, respectively (1)	$	423		$	1,109
PAA senior notes:
5.25% senior notes due June 2015	150			—
3.95% senior notes due September 2015	400			—
Other	3			4
Total short-term debt	976			1,113

LONG-TERM DEBT
PAA senior notes:
5.25% senior notes due June 2015	—			150
3.95% senior notes due September 2015	—			400
5.88% senior notes due August 2016	175			175
6.13% senior notes due January 2017	400			400
6.50% senior notes due May 2018	600			600
8.75% senior notes due May 2019	350			350
5.75% senior notes due January 2020	500			500
5.00% senior notes due February 2021	600			600
3.65% senior notes due June 2022	750			750
2.85% senior notes due January 2023	400			400
3.85% senior notes due October 2023	700			700
3.60% senior notes due November 2024	750			—
6.70% senior notes due May 2036	250			250
6.65% senior notes due January 2037	600			600
5.15% senior notes due June 2042	500			500
4.30% senior notes due January 2043	350			350
4.70% senior notes due June 2044	700			—
Unamortized discounts	(16		)	(15		)
PAA senior notes, net of unamortized discounts	7,609			6,710
Credit Facilities and Other:
AAP term loan, bearing a weighted-average interest rate of 1.8% and 1.9%, respectively (2)	500			500
AAP senior secured revolving credit facility, bearing a weighted-average interest rate of 1.7% and 2.2%, respectively (2)	31			15
Other	4			5
Total long-term debt	8,144			7,230
Total debt (3)	$	9,120		$	8,343

(2) In September 2014, AAP extended the maturity dates of its term loan and senior secured revolving credit facility. See “Credit Facilities” below for further discussion.

Net Income Per Class A Share (Tables)

9 Months Ended

Sep. 30, 2014

Net Income Per Class A Share

Computation of basic and diluted net income per Class A share

The following table illustrates the calculation of basic net income per Class A share and diluted net income per Class A share for the three and nine months ended September 30, 2014 (in millions, except per share data):

	Three Months Ended		Nine Months Ended
	September 30, 2014		September 30, 2014
Basic and Diluted Net Income per Class A Share
Net income attributable to PAGP	$	16	$	45
Basic and diluted weighted average Class A shares outstanding	136		136

Basic and diluted net income per Class A share	$	0.12	$	0.33

Partners' Capital and Distributions (Tables)

9 Months Ended

Sep. 30, 2014

Partners Capital and Distribution

Schedule of distributions

The following table details the distributions paid to Class A shareholders during or pertaining to the first nine months of 2014 (in millions, except per share data):

		Distributions to		Distributions per
Date Declared	Distribution Date	Class A Shareholders		Class A Share (2)
October 8, 2014	November 14, 2014 (1)	$	26	$	0.19075
July 8, 2014	August 14, 2014	$	25	$	0.18340
April 7, 2014	May 15, 2014	$	23	$	0.17055
January 9, 2014	February 14, 2014	$	17	$	0.12505

(1) Payable to shareholders of record at the close of business on October 31, 2014, for the period July 1, 2014 through September 30, 2014.

(2) The distribution per Class A share paid on February 14, 2014 was prorated for the partial quarter following the closing of our IPO on October 21, 2013.

Schedule of impact of Exchange Right exercises on Class A and Class B shares outstanding

	Class B Shares		Class A Shares
Balance at December 31, 2013	472,196,136		133,833,637
Shares (exchanged)/issued in connection with Exchange Right exercises	(2,213,000	)	2,213,000
Balance at September 30, 2014	469,983,136		136,046,637

PAA

Partners Capital and Distribution

Schedule of distributions

The following table details the distributions to PAA’s partners paid during or pertaining to the first nine months of 2014, net of incentive distribution reductions (in millions, except per unit data):

		Distributions to PAA’s Partners								Distributions
		Limited		AAP						per limited
Date Declared	Distribution Date	Partners		Incentive		2%		Total		partner unit
October 8, 2014	November 14, 2014 (1)	$	245	$	124	$	5	$	374	$	0.6600
July 8, 2014	August 14, 2014	$	238	$	117	$	5	$	360	$	0.6450
April 7, 2014	May 15, 2014	$	229	$	110	$	5	$	344	$	0.6300
January 9, 2014	February 14, 2014	$	221	$	102	$	5	$	328	$	0.6150

(1) Payable to unitholders of record at the close of business on October 31, 2014, for the period July 1, 2014 through September 30, 2014.

AAP

Partners Capital and Distribution

Schedule of distributions

The following table details the distributions to AAP’s partners from distributions received from PAA paid during or pertaining to the first nine months of 2014 (in millions):

						Distributions to AAP’s Partners
	Distributions received		Cash					Noncontrolling
Distribution Date	by AAP from PAA		Reserves			Total		Interests		PAGP
November 14, 2014 (1)	$	129	$	(4	)	$	125	$	99	$	26
August 14, 2014	$	122	$	(3	)	$	119	$	94	$	25
May 15, 2014	$	115	$	(4	)	$	111	$	88	$	23
February 14, 2014 (2)	$	107	$	(3	)	$	104	$	87	$	17

(1) Payable to unitholders of record at the close of business on October 31, 2014, for the period July 1, 2014 through September 30, 2014.

Equity-Indexed Compensation Plans (Tables)

9 Months Ended

Sep. 30, 2014

Equity-Indexed Compensation Plans

Summary of activity for PAA and PAGP long-term incentive plan awards under equity-indexed compensation plans

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	1.1		$	47.27	0.1	$	27.84
Vested (2)	(1.9	)	$	25.54	—	$	—
Cancelled or forfeited	(0.3	)	$	39.63	—	$	—
Outstanding at September 30, 2014	7.3		$	41.28	0.1	$	27.84

(1) Amounts do not include AAP Management Units.

Summary of 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, 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 September 30, 2014	3.1		49.0	47.8	$	62

Summary of expense recognized and value of vested long-term incentive plan awards under equity-indexed compensation plans

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Equity-indexed compensation expense	$	22	$	17	$	91	$	96
LTIP unit-settled vestings	$	1	$	1	$	52	$	47
LTIP cash-settled vestings	$	—	$	—	$	52	$	61
DER cash payments	$	2	$	2	$	6	$	5

Derivatives and Risk Management Activities (Tables)

9 Months Ended

Sep. 30, 2014

Derivative disclosures

Schedule of interest rate risk hedging

The following table summarizes the terms of these forward starting interest rate swaps as of September 30, 2014 (notional amounts in millions):

Hedged Transaction

Number and Types of
Derivatives Employed

Notional
Amount

Expected
Termination Date

Average Rate
Locked

Accounting
Treatment

Anticipated debt offering

10 forward starting swaps (30-year)

250

6/15/2015

3.60%

Cash flow hedge

Open foreign currency exchange contracts

The following table summarizes our open forward exchange contracts as of September 30, 2014 (in millions):

		USD		CAD		Average Exchange Rate USD to CAD
Forward exchange contracts that exchange CAD for USD:
	2014	$	284	$	319	$1.00 - $1.12
	2015	178		200		$1.00 - $1.12
		$	462	$	519	$1.00 - $1.12

Forward exchange contracts that exchange USD for CAD:
	2014	$	284	$	313	$1.00 - $1.10
	2015	178		195		$1.00 - $1.09
		$	462	$	508	$1.00 - $1.10

Impact of derivative activities recognized in earnings

A summary of the impact of our derivative activities recognized in earnings for the three and nine months ended September 30, 2014 and 2013 is as follows (in millions):

	Three Months Ended September 30, 2014											Three Months Ended September 30, 2013
	Derivatives in Hedging Relationships											Derivatives in Hedging Relationships
Location of gain/(loss)	Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total			Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total
Commodity Derivatives

Supply and Logistics segment revenues	$	(4	)	$	—	$	(17	)	$	(21	)	$	109		$	—	$	(91	)	$	18

Facilities segment revenues	—			—		—			—			(2		)	—		—			(2		)

Field operating costs	—			—		(2		)	(2		)	—			—		2			2

Interest Rate Derivatives

Interest expense	(1		)	—		—			(1		)	(2		)	3		—			1

Foreign Currency Derivatives

Supply and Logistics segment revenues	—			—		(17		)	(17		)	—			—		—			—

Other income/(expense), net	—			—		—			—			1			—		—			1

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	(5	)	$	—	$	(36	)	$	(41	)	$	106		$	3	$	(89	)	$	20

	Nine Months Ended September 30, 2014											Nine Months Ended September 30, 2013
	Derivatives in Hedging Relationships											Derivatives in Hedging Relationships
Location of gain/(loss)	Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total			Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total
Commodity Derivatives

Supply and Logistics segment revenues	$	(12	)	$	—	$	(17	)	$	(29	)	$	139		$	—	$	(34	)	$	105

Facilities segment revenues	—			—		—			—			(14		)	—		—			(14		)

Field operating costs	—			—		(3		)	(3		)	—			—		7			7

Interest Rate Derivatives

Interest expense	(4		)	—		—			(4		)	(5		)	3		—			(2		)

Foreign Currency Derivatives

Supply and Logistics segment revenues	—			—		(17		)	(17		)	—			—		—			—

Other income/(expense), net	—			—		—			—			4			—		—			4

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	(16	)	$	—	$	(37	)	$	(53	)	$	124		$	3	$	(27	)	$	100

Summary of derivative assets and liabilities on condensed consolidated balance sheet

The following table summarizes the derivative assets and liabilities on our condensed consolidated balance sheet on a gross basis as of September 30, 2014 (in millions):

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Derivatives designated as hedging instruments:
Commodity derivatives	Other current assets	$	7
	Other long-term assets	4
Interest rate derivatives				Other current liabilities	$	(15	)
Total derivatives designated as hedging instruments		$	11		$	(15	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	65	Other current assets	$	(43	)
	Other long-term assets	5		Other current liabilities	(7		)
	Other current liabilities	2		Other long-term liabilities	(2		)
Foreign currency derivatives				Other current liabilities	(10		)
Total derivatives not designated as hedging instruments		$	72		$	(62	)

Total derivatives		$	83		$	(77	)

The following table summarizes the derivative assets and liabilities on our condensed consolidated balance sheet on a gross basis as of December 31, 2013 (in millions):

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Derivatives designated as hedging instruments:
Commodity derivatives	Other current assets	$	36	Other current assets	$	(24	)
	Other long-term assets	5
Interest rate derivatives	Other long-term assets	26
Total derivatives designated as hedging instruments		$	67		$	(24	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	60	Other current assets	$	(117	)
	Other long-term assets	5		Other long-term assets	(6		)
	Other current liabilities	1		Other current liabilities	(5		)
				Other long-term liabilities	(1		)
Foreign currency derivatives				Other current liabilities	(4		)
Total derivatives not designated as hedging instruments		$	66		$	(133	)

Total derivatives		$	133		$	(157	)

Schedule of derivatives assets and liabilities that are subject to offsetting, including enforceable master netting arrangements

	September 30, 2014						December 31, 2013
	Derivative			Derivative			Derivative			Derivative
	Asset Positions			Liability Positions			Asset Positions			Liability Positions
Netting Adjustments:
Gross position - asset/(liability)	$	83		$	(77	)	$	133		$	(157	)
Netting adjustment	(45		)	45			(148		)	148
Cash collateral paid/(received)	35			—			161			—
Net position - asset/(liability)	$	73		$	(32	)	$	146		$	(9	)

Balance Sheet Location After Netting Adjustments:
Other current assets	$	64		$	—		$	116		$	—
Other long-term assets	9			—			30			—
Other current liabilities	—			(30		)	—			(8		)
Other long-term liabilities	—			(2		)	—			(1		)
	$	73		$	(32	)	$	146		$	(9	)

Net deferred gain/(loss), including tax effects, recognized in AOCI for derivatives

The net deferred gain/(loss), including tax effects, recognized in AOCI for derivatives for the three and nine months ended September 30, 2014 and 2013 are as follows (in millions):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2014			2013		2014			2013
Commodity derivatives, net	$	2		$	66	$	(10	)	$	77
Interest rate derivatives, net	(8		)	12		(47		)	64
Total	$	(6	)	$	78	$	(57	)	$	141

Derivative financial assets and liabilities within the fair value hierarchy accounted for at fair value on a recurring basis

	Fair Value as of September 30, 2014										Fair Value as of December 31, 2013
Recurring Fair Value Measures (1)	Level 1		Level 2			Level 3		Total			Level 1		Level 2			Level 3			Total
Commodity derivatives	$	6	$	22		$	3	$	31		$	16	$	(59	)	$	(3	)	$	(46	)
Interest rate derivatives	—		(15		)	—		(15		)	—		26			—			26
Foreign currency derivatives	—		(10		)	—		(10		)	—		(4		)	—			(4		)
Total net derivative asset/(liability)	$	6	$	(3	)	$	3	$	6		$	16	$	(37	)	$	(3	)	$	(24	)

(1) Derivative assets and liabilities are presented above on a net basis but do not include related cash margin deposits.

Reconciliation of changes in fair value of derivatives classified as Level 3

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our derivatives classified as Level 3 (in millions):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2014		2013			2014			2013
Beginning Balance	$	1	$	4		$	(3	)	$	4
Unrealized gains/(losses):
Included in earnings (1)	1		(4		)	—			(1		)
Included in other comprehensive income	—		—			—			—
Settlements	—		(1		)	3			(3		)
Derivatives entered into during the period	1		—			3			(1		)
Transfers out of Level 3	—		—			—			—
Ending Balance	$	3	$	(1	)	$	3		$	(1	)

Change in unrealized gains/(losses) included in earnings relating to Level 3 derivatives still held at the end of the periods	$	2	$	(4	)	$	3		$	(1	)

(1) We reported unrealized gains and losses associated with Level 3 commodity derivatives in our condensed consolidated statements of operations as Supply and Logistics segment revenues.

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=35706170&loc=d3e41641-113959

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5624163-113959

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=35706170&loc=d3e41678-113959

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=35706170&loc=d3e41638-113959

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5580258-113959

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5579245-113959

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5624171-113959

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 25
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5579240-113959

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=35706170&loc=d3e41620-113959

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(n)(2))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

+ Details

Operating Segments (Tables)

9 Months Ended

Sep. 30, 2014

Operating Segments

Segment financial data

The following table reflects certain financial data for each segment for the periods indicated (in millions):

	Transportation		Facilities		Supply and Logistics		Total
Three Months Ended September 30, 2014
Revenues (1):
External Customers	$	198	$	141	$	10,788	$	11,127
Intersegment (2)	226		140		5		371
Total revenues of reportable segments	$	424	$	281	$	10,793	$	11,498
Equity earnings in unconsolidated entities	$	29	$	—	$	—	$	29
Segment profit (3) (4)	$	231	$	147	$	152	$	530
Maintenance capital	$	35	$	19	$	2	$	56

Three Months Ended September 30, 2013
Revenues:
External Customers	$	179	$	138	$	10,386	$	10,703
Intersegment (2)	199		142		—		341
Total revenues of reportable segments	$	378	$	280	$	10,386	$	11,044
Equity earnings in unconsolidated entities	$	19	$	—	$	—	$	19
Segment profit (3) (4)	$	198	$	146	$	64	$	408
Maintenance capital	$	29	$	6	$	7	$	42

	Transportation		Facilities		Supply and Logistics		Total
Nine Months Ended September 30, 2014
Revenues (1):
External Customers	$	574	$	443	$	32,988	$	34,005
Intersegment (2)	648		415		33		1,096
Total revenues of reportable segments	$	1,222	$	858	$	33,021	$	35,101
Equity earnings in unconsolidated entities	$	73	$	—	$	—	$	73
Segment profit (3) (4)	$	658	$	435	$	534	$	1,627
Maintenance capital	$	111	$	34	$	6	$	151

Nine Months Ended September 30, 2013
Revenues:
External Customers	$	517	$	558	$	30,542	$	31,617
Intersegment (2)	594		425		2		1,021
Total revenues of reportable segments	$	1,111	$	983	$	30,544	$	32,638
Equity earnings in unconsolidated entities	$	42	$	—	$	—	$	42
Segment profit (3) (4)	$	522	$	445	$	673	$	1,640
Maintenance capital	$	84	$	23	$	17	$	124

(4) The following table reconciles segment profit to net income attributable to PAGP (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Segment profit	$	530		$	408		$	1,627		$	1,640
Unallocated general and administrative expenses	(1		)	—			(3		)	—
Depreciation and amortization	(97		)	(93		)	(294		)	(266		)
Interest expense, net	(88		)	(73		)	(254		)	(227		)
Other income/(expense), net	(4		)	3			(2		)	2
Income before tax	340			245			1,074			1,149
Income tax expense	(29		)	(9		)	(116		)	(79		)
Net income	311			236			958			1,070
Net income attributable to noncontrolling interests	(295		)	(235		)	(913		)	(1,067		)
Net income attributable to PAGP	$	16		$	1		$	45		$	3

Reconciliation of segment profit to net income attributable to PAGP

The following table reconciles segment profit to net income attributable to PAGP (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Segment profit	$	530		$	408		$	1,627		$	1,640
Unallocated general and administrative expenses	(1		)	—			(3		)	—
Depreciation and amortization	(97		)	(93		)	(294		)	(266		)
Interest expense, net	(88		)	(73		)	(254		)	(227		)
Other income/(expense), net	(4		)	3			(2		)	2
Income before tax	340			245			1,074			1,149
Income tax expense	(29		)	(9		)	(116		)	(79		)
Net income	311			236			958			1,070
Net income attributable to noncontrolling interests	(295		)	(235		)	(913		)	(1,067		)
Net income attributable to PAGP	$	16		$	1		$	45		$	3

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2014

Oxy

Related party transaction

See detail below (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2014		2013		2014		2013
Revenues	$	369	$	441	$	812	$	1,135

Purchases and related costs	$	233	$	229	$	701	$	604

We currently have a netting arrangement with Oxy. Our gross receivable and payable amounts with affiliates of Oxy were as follows (in millions):

	September 30,		December 31,
	2014		2013
Trade accounts receivable and other receivables	$	274	$	133

Accounts payable	$	233	$	181

Organization and Basis of Consolidation and Presentation (Details)	9 Months Ended
	Sep. 30, 2014 segment shares
Organization and basis of presentation
Operating segments number \| segment	3
GP LLC
Organization and basis of presentation
Consolidated subsidiary, ownership interest held by the parent (as a percent)	100.00%
AAP
Organization and basis of presentation
Consolidated subsidiary, ownership interest held by the parent (in units) \| shares	136,046,637
Consolidated subsidiary, ownership interest held by the parent (as a percent)	22.40%
AAP \| PAA \| Indirect Ownership
Organization and basis of presentation
General partner or managing member ownership interest (as a percent)	2.00%
PAA GP \| PAA
Organization and basis of presentation
General partner or managing member ownership interest (as a percent)	2.00%

Accounts Receivable (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
Accounts Receivable (Details) - USD ($) $ in Millions	Sep. 30, 2014	Dec. 31, 2013
Accounts Receivable
Advance cash payments received from third parties to mitigate credit risk	$ 181	$ 117
Standby letters of credit	$ 278	$ 426
Substantially all accounts receivable, net, maximum age of balances past their scheduled invoice date	30 days	30 days
Allowance for doubtful accounts receivable	$ 4	$ 5

Inventory, Linefill and Base Gas and Long-term Inventory (Details) bbl in Thousands, Mcf in Thousands, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2013 USD ($)	Sep. 30, 2014 USD ($) $ / Mcf $ / bbl bbl Mcf	Sep. 30, 2013 USD ($)	Dec. 31, 2013 USD ($) $ / Mcf $ / bbl bbl Mcf
Inventory by category
Inventory		$ 1,314		$ 1,065
Linefill and base gas		903		798
Long-term inventory		270		251
Total		2,487		2,114
Inventory-related disclosures
Charge related to the write-down of inventory		37	$ 7
Crude oil
Inventory by category
Inventory		476		540
Linefill and base gas		715		679
Long-term inventory		$ 207		$ 202
Inventory, Volumes (in barrels or in Mcf) \| bbl		5,665		6,951
Linefill and base gas, Volumes (in barrels or in Mcf) \| bbl		11,390		10,966
Long-term inventory, Volumes (in barrels or in Mcf) \| bbl		2,557		2,498
Inventory, Price/Unit of measure (in dollars per unit) \| $ / bbl		84.02		77.69
Linefill and base gas, Price/Unit of measure (in dollars per unit) \| $ / bbl		62.77		61.92
Long-term inventory, Price/Unit of measure (in dollars per unit) \| $ / bbl		80.95		80.86
Inventory-related disclosures
Charge related to the write-down of inventory	$ 7		$ 7
NGL
Inventory by category
Inventory		$ 699		$ 352
Linefill and base gas		54		62
Long-term inventory		$ 63		$ 49
Inventory, Volumes (in barrels or in Mcf) \| bbl		17,392		8,061
Linefill and base gas, Volumes (in barrels or in Mcf) \| bbl		1,214		1,341
Long-term inventory, Volumes (in barrels or in Mcf) \| bbl		1,681		1,161
Inventory, Price/Unit of measure (in dollars per unit) \| $ / bbl		40.19		43.67
Linefill and base gas, Price/Unit of measure (in dollars per unit) \| $ / bbl		44.48		46.23
Long-term inventory, Price/Unit of measure (in dollars per unit) \| $ / bbl		37.48		42.20
Natural gas
Inventory by category
Inventory		$ 119		$ 150
Linefill and base gas		$ 134		$ 57
Inventory, Volumes (in barrels or in Mcf) \| Mcf		29,245		40,505
Linefill and base gas, Volumes (in barrels or in Mcf) \| Mcf		28,612		16,615
Inventory, Price/Unit of measure (in dollars per unit) \| $ / Mcf		4.07		3.70
Linefill and base gas, Price/Unit of measure (in dollars per unit) \| $ / Mcf		4.68		3.43
Inventory-related disclosures
Charge related to the write-down of inventory		$ 37
Other
Inventory by category
Inventory		$ 20		$ 23

Goodwill (Details) $ in Millions	9 Months Ended
Goodwill (Details) $ in Millions	Sep. 30, 2014 USD ($)
Changes in goodwill
Balance at beginning of period	$ 2,503
Foreign currency translation adjustments	(23)
Other	1
Balance at end of period	2,481
Impairment	0
Transportation
Changes in goodwill
Balance at beginning of period	878
Foreign currency translation adjustments	(14)
Balance at end of period	864
Facilities
Changes in goodwill
Balance at beginning of period	1,162
Foreign currency translation adjustments	(6)
Other	1
Balance at end of period	1,157
Supply and Logistics
Changes in goodwill
Balance at beginning of period	463
Foreign currency translation adjustments	(3)
Balance at end of period	$ 460

Debt (Details) - USD ($) $ in Millions	9 Months Ended
Debt (Details) - USD ($) $ in Millions	Sep. 30, 2014	Apr. 23, 2014	Dec. 31, 2013
Short-term debt:
Other short-term debt	$ 3		$ 4
Total short-term debt	976		1,113
Long-term debt:
Unamortized discounts	(16)		(15)
PAA senior notes, net of unamortized discounts	7,609		6,710
Long-term debt, other	4		5
Total long-term debt	8,144		7,230
Total debt	9,120		8,343
5.25% senior notes due June 2015
Short-term debt:
Senior notes, current	$ 150
Long-term debt:
PAA senior notes, noncurrent			$ 150
Debt instrument, interest rate (as a percent)	5.25%		5.25%
3.95% senior notes due September 2015
Short-term debt:
Senior notes, current	$ 400
Long-term debt:
PAA senior notes, noncurrent			$ 400
Debt instrument, interest rate (as a percent)	3.95%		3.95%
5.88% senior notes due August 2016
Long-term debt:
PAA senior notes, noncurrent	$ 175		$ 175
Debt instrument, interest rate (as a percent)	5.88%		5.88%
6.13% senior notes due January 2017
Long-term debt:
PAA senior notes, noncurrent	$ 400		$ 400
Debt instrument, interest rate (as a percent)	6.13%		6.13%
6.50% senior notes due May 2018
Long-term debt:
PAA senior notes, noncurrent	$ 600		$ 600
Debt instrument, interest rate (as a percent)	6.50%		6.50%
8.75% senior notes due May 2019
Long-term debt:
PAA senior notes, noncurrent	$ 350		$ 350
Debt instrument, interest rate (as a percent)	8.75%		8.75%
5.75% senior notes due January 2020
Long-term debt:
PAA senior notes, noncurrent	$ 500		$ 500
Debt instrument, interest rate (as a percent)	5.75%		5.75%
5.00% senior notes due February 2021
Long-term debt:
PAA senior notes, noncurrent	$ 600		$ 600
Debt instrument, interest rate (as a percent)	5.00%		5.00%
3.65% senior notes due June 2022
Long-term debt:
PAA senior notes, noncurrent	$ 750		$ 750
Debt instrument, interest rate (as a percent)	3.65%		3.65%
2.85% senior notes due January 2023
Long-term debt:
PAA senior notes, noncurrent	$ 400		$ 400
Debt instrument, interest rate (as a percent)	2.85%		2.85%
3.85% senior notes due October 2023
Long-term debt:
PAA senior notes, noncurrent	$ 700		$ 700
Debt instrument, interest rate (as a percent)	3.85%		3.85%
3.60% senior notes due November 2024
Long-term debt:
PAA senior notes, noncurrent	$ 750
Debt instrument, interest rate (as a percent)	3.60%
6.70% senior notes due May 2036
Long-term debt:
PAA senior notes, noncurrent	$ 250		$ 250
Debt instrument, interest rate (as a percent)	6.70%		6.70%
6.65% senior notes due January 2037
Long-term debt:
PAA senior notes, noncurrent	$ 600		$ 600
Debt instrument, interest rate (as a percent)	6.65%		6.65%
5.15% senior notes due June 2042
Long-term debt:
PAA senior notes, noncurrent	$ 500		$ 500
Debt instrument, interest rate (as a percent)	5.15%		5.15%
4.30% senior notes due January 2043
Long-term debt:
PAA senior notes, noncurrent	$ 350		$ 350
Debt instrument, interest rate (as a percent)	4.30%		4.30%
4.70% senior notes due June 2044
Long-term debt:
PAA senior notes, noncurrent	$ 700
Debt instrument, interest rate (as a percent)	4.70%	4.70%
PAA commercial paper notes
Short-term debt:
PAA commercial paper notes, bearing a weighted-average interest rate of 0.30% and 0.33%, respectively	$ 423		$ 1,109
Repayment period	1 year
Weighted average interest rate, short-term (as a percent)	0.30%		0.33%
AAP term loan
Long-term debt:
AAP term loan, bearing a weighted-average interest rate of 1.8% and 1.9%, respectively	$ 500		$ 500
Weighted average interest rate, long-term (as a percent)	1.80%		1.90%
AAP senior secured revolving credit facility
Long-term debt:
AAP senior secured revolving credit facility, bearing a weighted-average interest rate of 1.7% and 2.2%, respectively	$ 31		$ 15
Weighted average interest rate, long-term (as a percent)	1.70%		2.20%

Debt (Details 2) - USD ($) $ in Millions	1 Months Ended		9 Months Ended
Debt (Details 2) - USD ($) $ in Millions	Sep. 30, 2014	Aug. 31, 2014	Sep. 30, 2014	Sep. 30, 2013	Oct. 20, 2014	Sep. 09, 2014	Apr. 23, 2014	Dec. 31, 2013
Treasury locks entered into in anticipation of issuance of 4.70% senior notes due 2044 \| PAA
Debt
Notional amount of derivatives							$ 250
Letters of credit
Debt
Outstanding letters of credit	$ 66		$ 66					$ 41
PAA commercial paper notes \| PAA
Debt
Maximum aggregate borrowing capacity	$ 1,500		1,500
PAA commercial paper notes \| PAA \| Subsequent Event
Debt
Maximum aggregate borrowing capacity					$ 3,000
Credit agreements and PAA commercial paper program
Debt
Total borrowings			55,700	$ 13,200
Total repayments			56,300	$ 13,400
PAA senior secured hedged inventory facility
Debt
Extension period		1 year
PAA senior unsecured revolving credit facility
Debt
Extension period		1 year
AAP term loan
Debt
Extension period	1 year
AAP senior secured revolving credit facility
Debt
Extension period	1 year
PAA senior notes
Debt
Debt instrument face value	$ 8,200		8,200					6,700
PAA senior notes \| Level 2
Debt
Debt instrument fair value	$ 8,800		$ 8,800					$ 7,200
4.70% senior notes due June 2044
Debt
Debt instrument face value							$ 700
Debt instrument, interest rate (as a percent)	4.70%		4.70%				4.70%
Percentage of face value at which senior notes are sold							99.734%
3.60% senior notes due November 2024
Debt
Debt instrument, interest rate (as a percent)	3.60%		3.60%
3.60% senior notes due November 2024 \| PAA
Debt
Debt instrument face value						$ 750
Debt instrument, interest rate (as a percent)						3.60%
Percentage of face value at which senior notes are sold						99.842%

Net Income Per Class A Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Basic and Diluted Net Income per Class A Share
Net income attributable to PAGP	$ 16	$ 1	$ 45	$ 3
Basic and diluted weighted average Class A shares outstanding	136.0		136.0
Basic and diluted net income per Class A share (in dollars per share)	$ 0.12		$ 0.33
Class A Shares
Basic and Diluted Net Income per Class A Share
Net income attributable to PAGP	$ 16		$ 45
Basic and diluted weighted average Class A shares outstanding	136.0		136.0
Basic and diluted net income per Class A share (in dollars per share)	$ 0.12		$ 0.33
Class A Shares \| Maximum
Basic and Diluted Net Income per Class A Share
Dilutive LTIP awards (in shares)	0.1		0.1

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Partners' Capital and Distributions (Details) - Class A Shares - USD ($) $ / shares in Units, $ in Millions					9 Months Ended
	Nov. 14, 2014	Aug. 14, 2014	May 15, 2014	Feb. 14, 2014	Sep. 30, 2014
Second Quarter Distribution
Partners Capital and Distribution
Date Declared					Jul. 08, 2014
Distribution Date					Aug. 14, 2014
Distributions to Class A shareholders		$ 25
Distribution per Class A share (in dollars per share)		$ 0.18340
First Quarter Distribution
Partners Capital and Distribution
Date Declared					Apr. 07, 2014
Distribution Date					May 15, 2014
Distributions to Class A shareholders			$ 23
Distribution per Class A share (in dollars per share)			$ 0.17055
Fourth quarter distribution
Partners Capital and Distribution
Date Declared					Jan. 09, 2014
Distribution Date					Feb. 14, 2014
Distributions to Class A shareholders				$ 17
Distribution per Class A share (in dollars per share)				$ 0.12505
Third quarter distribution \| Subsequent Event
Partners Capital and Distribution
Date Declared					Oct. 08, 2014
Distribution Date					Nov. 14, 2014
Distributions to Class A shareholders	$ 26
Distribution per Class A share (in dollars per share)	$ 0.19075
Shareholders of record, date					Oct. 31, 2014

Partners' Capital and Distributions (Details 2)	9 Months Ended
Partners' Capital and Distributions (Details 2)	Sep. 30, 2014 shares
Class B Shares
Partners Capital and Distribution
Balance, beginning of period (in shares)	472,196,136
Shares exchanged in connection with Exchange Right exercises	(2,213,000)
Balance, end of period (in shares)	469,983,136
Class A Shares
Partners Capital and Distribution
Balance, beginning of period (in shares)	133,833,637
Shares issued in connection with Exchange Right exercises	2,213,000
Balance, end of period (in shares)	136,046,637
Class A Shares \| AAP units
Partners Capital and Distribution
AAP unit conversion ratio to Class A shares	1

Partners' Capital and Distributions (Details 3) - USD ($) $ / shares in Units, shares in Millions, $ in Millions					1 Months Ended	9 Months Ended
	Nov. 14, 2014	Aug. 14, 2014	May 15, 2014	Feb. 14, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Aug. 31, 2014
Partners Capital and Distribution
Proceeds from Sale						$ 655	$ 431
Total distributions paid during the period						$ 1,024	1,188
Increase in term loan							$ 300
AAP term loan
Partners Capital and Distribution
Increase in term loan					$ 300
Net proceeds					$ 299
PAA
Partners Capital and Distribution
Noncontrolling interests, ownership percentage of noncontrolling owners						98.00%
PAA \| PAA Continuous Offering Program
Partners Capital and Distribution
Units Issued (in units)						11.8
Proceeds from Sale						$ 655
PAA \| August 2014 Equity Distribution Agreement
Partners Capital and Distribution
Maximum aggregate offer price of common stock								$ 900
SLC Pipeline LLC
Partners Capital and Distribution
Noncontrolling interests, ownership percentage of noncontrolling owners						25.00%
Distributions to noncontrolling interests						$ 2
AAP
Partners Capital and Distribution
Noncontrolling interests, ownership percentage of noncontrolling owners						78.00%
Second Quarter Distribution \| PAA
Partners Capital and Distribution
Date Declared						Jul. 08, 2014
Distribution Date						Aug. 14, 2014
Distributions paid to limited partners		$ 238
Distributions to AAP - Incentive		117
Distributions to AAP - 2%		5
Total distributions paid during the period		$ 360
Distribution per limited partner unit (in dollars per unit)		$ 0.6450
Second Quarter Distribution \| AAP
Partners Capital and Distribution
Distribution Date						Aug. 14, 2014
Distributions received by AAP from PAA		$ 122
Cash Reserves		(3)
Distributions paid to limited partners		119
Distributions to noncontrolling interests		94
Distributions to PAGP		$ 25
First Quarter Distribution \| PAA
Partners Capital and Distribution
Date Declared						Apr. 07, 2014
Distribution Date						May 15, 2014
Distributions paid to limited partners			$ 229
Distributions to AAP - Incentive			110
Distributions to AAP - 2%			5
Total distributions paid during the period			$ 344
Distribution per limited partner unit (in dollars per unit)			$ 0.6300
First Quarter Distribution \| AAP
Partners Capital and Distribution
Distribution Date						May 15, 2014
Distributions received by AAP from PAA			$ 115
Cash Reserves			(4)
Distributions paid to limited partners			111
Distributions to noncontrolling interests			88
Distributions to PAGP			$ 23
Fourth quarter distribution \| PAA
Partners Capital and Distribution
Date Declared						Jan. 09, 2014
Distribution Date						Feb. 14, 2014
Distributions paid to limited partners				$ 221
Distributions to AAP - Incentive				102
Distributions to AAP - 2%				5
Total distributions paid during the period				$ 328
Distribution per limited partner unit (in dollars per unit)				$ 0.6150
Fourth quarter distribution \| AAP
Partners Capital and Distribution
Distribution Date						Feb. 14, 2014
Distributions received by AAP from PAA				$ 107
Cash Reserves				(3)
Distributions paid to limited partners				104
Distributions to noncontrolling interests				87
Distributions to PAGP				$ 17
Third quarter distribution \| PAA \| Subsequent Event
Partners Capital and Distribution
Date Declared						Oct. 08, 2014
Distribution Date						Nov. 14, 2014
Unitholders of record, date						Oct. 31, 2014
Distributions paid to limited partners	$ 245
Distributions to AAP - Incentive	124
Distributions to AAP - 2%	5
Total distributions paid during the period	$ 374
Distribution per limited partner unit (in dollars per unit)	$ 0.6600
Third quarter distribution \| AAP \| Subsequent Event
Partners Capital and Distribution
Distribution Date						Nov. 14, 2014
Unitholders of record, date						Oct. 31, 2014
Distributions received by AAP from PAA	$ 129
Cash Reserves	(4)
Distributions paid to limited partners	125
Distributions to noncontrolling interests	99
Distributions to PAGP	$ 26

Equity-Indexed Compensation Plans (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 28, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Other Consolidated Equity-Indexed Compensation Information
Equity-indexed compensation expense		$ 22	$ 17	$ 91	$ 96
LTIP unit-settled vestings		1	1	52	47
LTIP cash-settled vestings				52	61
DER cash payments		$ 2	$ 2	$ 6	$ 5
PAGP LTIP
Outstanding (in shares or units)
Granted (in shares or units)				100,000
Outstanding at end of period (in shares or units)		100,000		100,000
Weighted Average Grant Date Fair Value per share or unit
Granted (in dollars per share or unit)				$ 27.84
Outstanding at end of period (in dollars per share or unit)		$ 27.84		$ 27.84
PAGP LTIP \| Class A Shares
Equity-indexed Compensation Plans
Authorized grants (in shares)		10,000,000		10,000,000
PAGP LTIP \| Class A Shares \| Directors
Equity-indexed Compensation Plans
Shares issued to directors	83,200
Other Consolidated Equity-Indexed Compensation Information
Equity-indexed compensation expense				$ 1
PAGP LTIP \| Class A Shares \| Directors \| PAGP LTIP Awards Vesting Annually
Other Consolidated Equity-Indexed Compensation Information
Percentage increment of vesting of awards				25.00%
PAA LTIP
Outstanding (in shares or units)
Outstanding at beginning of period (in shares or units)				8,400,000
Granted (in shares or units)				1,100,000
Vested (in shares or units)				(1,900,000)
Cancelled or forfeited (in shares or units)				(300,000)
Outstanding at end of period (in shares or units)		7,300,000		7,300,000
Weighted Average Grant Date Fair Value per share or unit
Outstanding at beginning of period (in dollars per share or unit)				$ 36.97
Granted (in dollars per share or unit)				47.27
Vested (in dollars per share or unit)				25.54
Cancelled or forfeited (in dollars per share or unit)				39.63
Outstanding at end of period (in dollars per share or unit)		$ 41.28		$ 41.28
Units issued in connection with the settlement of vested awards, net of tax withholding (in units)				600,000
Units withheld for taxes (in units)				300,000
Vested awards settled in cash (in units)				1,000,000

Equity-Indexed Compensation Plans (Details 2) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended		86 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014
Grant Date Fair Value of Outstanding AAP Management Units:
Equity-indexed compensation expense	$ 22	$ 17	$ 91	$ 96
AAP Management Units
Reserved for Future Grants
Reserved for future grants, beginning balance (in units)			3.5
Granted (in units)			(0.4)
Reserved for future grants, ending balance (in units)	3.1		3.1		3.1
Outstanding
Outstanding at the beginning of the period (in units)			48.6
Granted (in units)			0.4
Outstanding at the ending of the period (in units)	49.0		49.0		49.0
Outstanding Units Earned
Outstanding Units Earned, beginning balance (in units)			47.0
Earned (in units)			0.8
Outstanding Units Earned, end balance (in units)	47.8		47.8		47.8
Grant Date Fair Value of Outstanding AAP Management Units:
Grant Date Fair Value of Outstanding AAP Management Units, beginning balance			$ 51
Granted			11
Grant Date Fair Value of Outstanding AAP Management Units, ending balance	$ 62		62		$ 62
Equity-indexed compensation expense			$ 5		$ 54

Derivatives and Risk Management Activities (Details) bbl in Millions, Mcf in Millions	Sep. 30, 2014 bbl Mcf bbl / d
Net long position associated with crude oil purchases
Commodity Price Risk Hedging:
Average derivative positions notional amount per day (in barrels) \| bbl / d	248,700
Derivative position notional amount (in barrels, Mcf or megawatt hours)	7.7
Net short time spread position hedging anticipated crude oil lease gathering purchases
Commodity Price Risk Hedging:
Average derivative positions notional amount per day (in barrels) \| bbl / d	19,900
Derivative position notional amount (in barrels, Mcf or megawatt hours)	11.5
Crude oil grade spread positions
Commodity Price Risk Hedging:
Average derivative positions notional amount per day (in barrels) \| bbl / d	15,200
Derivative position notional amount (in barrels, Mcf or megawatt hours)	6.5
Short natural gas position related to anticipated natural gas sales
Commodity Price Risk Hedging:
Derivative position notional amount (in barrels, Mcf or megawatt hours) \| Mcf	25.1
Net short position related to anticipated sales of crude oil, NGL and refined products inventory
Commodity Price Risk Hedging:
Derivative position notional amount (in barrels, Mcf or megawatt hours)	12.1
PLA crude oil net short position
Commodity Price Risk Hedging:
Average derivative positions notional amount per day (in barrels) \| bbl / d	1,400
Derivative position notional amount (in barrels, Mcf or megawatt hours)	1.1
PLA crude oil long call position
Commodity Price Risk Hedging:
Derivative position notional amount (in barrels, Mcf or megawatt hours)	0.6
Long natural gas position for natural gas purchases
Commodity Price Risk Hedging:
Derivative position notional amount (in barrels, Mcf or megawatt hours) \| Mcf	33.3
Short propane position related to subsequent sale of products
Commodity Price Risk Hedging:
Derivative position notional amount (in barrels, Mcf or megawatt hours)	5.4
Short butane position related to subsequent sale of products
Commodity Price Risk Hedging:
Derivative position notional amount (in barrels, Mcf or megawatt hours)	1.6

Derivatives and Risk Management Activities (Details 2) $ in Millions	1 Months Ended
	Apr. 30, 2014 USD ($)	Sep. 30, 2014 USD ($) contract	Apr. 23, 2014 USD ($) contract	Dec. 31, 2013 USD ($)	Sep. 30, 2013 USD ($)	Dec. 31, 2012 USD ($)
Interest Rate Risk Hedging
Net deferred gains/(losses) from interest rate risk hedging included in AOCI		$ (308)		$ (97)	$ (19)	$ 79
Interest Rate Derivatives
Interest Rate Risk Hedging
Net deferred gains/(losses) from interest rate risk hedging included in AOCI		$ (108)
10 forward starting interest rate swaps (30-year) \| PAA \| Cash flow hedge
Interest Rate Risk Hedging
Number of interest rate derivatives (in contracts) \| contract		10
Notional amount of derivatives		$ 250
Rate of fixed interest to be received on interest rate swap (as a percent)		3.60%
Treasury locks entered into in anticipation of issuance of 4.70% senior notes due 2044 \| PAA
Interest Rate Risk Hedging
Notional amount of derivatives			$ 250
Treasury locks entered into in anticipation of issuance of 4.70% senior notes due 2044 \| PAA \| Cash flow hedge
Interest Rate Risk Hedging
Number of interest rate derivatives (in contracts) \| contract			5
Notional amount of derivatives			$ 250
Rate of fixed interest to be received on interest rate swap (as a percent)			3.62%
Cash payment for (proceeds from) termination of interest rate swaps	$ 7

Derivatives and Risk Management Activities (Details 3) $ in Millions, $ in Millions	Sep. 30, 2014 USD ($) $ / $	Sep. 30, 2014 CAD ($) $ / $
Forward exchange contracts that exchange CAD for USD at the Rate USD 1.00 to CAD 1.12 Maturing in 2014
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 284	$ 319
Average exchange rate	1.12	1.12
Forward exchange contracts that exchange CAD for USD at the Rate USD 1.00 to CAD 1.12 Maturing in 2015
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 178	$ 200
Average exchange rate	1.12	1.12
Forward exchange contracts that exchange CAD for USD at the Rate USD 1.00 to CAD 1.12
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 462	$ 519
Average exchange rate	1.12	1.12
Forward exchange contracts that exchange USD for CAD at the Rate USD 1.00 to CAD 1.10 Maturing in 2014
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 284	$ 313
Average exchange rate	1.10	1.10
Forward exchange contracts that exchange USD for CAD at the Rate USD 1.00 to CAD 1.09 Maturing in 2015
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 178	$ 195
Average exchange rate	1.09	1.09
Forward exchange contracts that exchange USD for CAD at the Rate USD 1.00 to CAD 1.10
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 462	$ 508
Average exchange rate	1.10	1.10

Derivatives and Risk Management Activities (Details 4) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Impact of derivative activities recognized in earnings
Total	$ (41)	$ 20	$ (53)	$ 100
Commodity Derivatives \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Total	(21)	18	(29)	105
Commodity Derivatives \| Facilities segment revenues
Impact of derivative activities recognized in earnings
Total		(2)		(14)
Commodity Derivatives \| Field Operating costs
Impact of derivative activities recognized in earnings
Total	(2)	2	(3)	7
Interest Rate Derivatives \| Interest expense
Impact of derivative activities recognized in earnings
Total	(1)	1	(4)	(2)
Foreign Currency Derivatives \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Total	(17)		(17)
Foreign Currency Derivatives \| Other income/(expense), net
Impact of derivative activities recognized in earnings
Total		1		4
Derivatives in Hedging Relationships
Impact of derivative activities recognized in earnings
Gain/(loss) reclassified from AOCI into income	(5)	106	(16)	124
Other gain/(loss) recognized in income		3		3
Derivatives in Hedging Relationships \| Commodity Derivatives \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Gain/(loss) reclassified from AOCI into income	(4)	109	(12)	139
Derivatives in Hedging Relationships \| Commodity Derivatives \| Facilities segment revenues
Impact of derivative activities recognized in earnings
Gain/(loss) reclassified from AOCI into income		(2)		(14)
Derivatives in Hedging Relationships \| Interest Rate Derivatives \| Interest expense
Impact of derivative activities recognized in earnings
Gain/(loss) reclassified from AOCI into income	(1)	(2)	(4)	(5)
Other gain/(loss) recognized in income		3		3
Derivatives in Hedging Relationships \| Foreign Currency Derivatives \| Other income/(expense), net
Impact of derivative activities recognized in earnings
Gain/(loss) reclassified from AOCI into income		1		4
Derivatives in Hedging Relationships \| Hedged Transactions probable of not occurring \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Gain/(loss) reclassified from AOCI into income				3
Derivatives in Hedging Relationships \| Hedged Transactions probable of not occurring \| Facilities segment revenues
Impact of derivative activities recognized in earnings
Gain/(loss) reclassified from AOCI into income		(2)		(1)
Derivatives Not Designated as a Hedge
Impact of derivative activities recognized in earnings
Total	(36)	(89)	(37)	(27)
Derivatives Not Designated as a Hedge \| Commodity Derivatives \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Total	(17)	(91)	(17)	(34)
Derivatives Not Designated as a Hedge \| Commodity Derivatives \| Field Operating costs
Impact of derivative activities recognized in earnings
Total	(2)	$ 2	(3)	$ 7
Derivatives Not Designated as a Hedge \| Foreign Currency Derivatives \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Total	$ (17)		$ (17)

Derivatives and Risk Management Activities (Details 5) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2014 USD ($) contract	Sep. 30, 2013 USD ($)	Sep. 30, 2014 USD ($) contract	Sep. 30, 2013 USD ($)	Dec. 31, 2013 USD ($) contract
Derivatives disclosures
Asset Derivatives Fair Value	$ 83		$ 83		$ 133
Liability Derivatives Fair Value	(77)		(77)		(157)
Net gain/(loss) deferred in AOCI	(118)		(118)
Net gain/(loss) expected to be reclassified to earnings in next 12 months			1
Gain/(loss) expected to be reclassified to earnings through 2045			(119)
Net deferred gain/(loss) recognized in AOCI on derivatives (effective portion)	(6)	$ 78	(57)	$ 141
Broker receivable	35		35		161
Initial margin	$ 74		74		85
Variation margin posted/(returned)			$ (39)		$ 76
Number of outstanding derivatives containing credit-risk related contingent features \| contract	0		0		0
Derivative credit-risk related contingent features			none of our outstanding derivatives contained credit-risk related contingent features that would result in a material adverse impact to us upon any change in our credit ratings
Commodity Derivatives
Derivatives disclosures
Net deferred gain/(loss) recognized in AOCI on derivatives (effective portion)	$ 2	66	$ (10)	77
Interest Rate Derivatives
Derivatives disclosures
Net deferred gain/(loss) recognized in AOCI on derivatives (effective portion)	(8)	$ 12	(47)	$ 64
Derivatives designated as hedging instruments
Derivatives disclosures
Asset Derivatives Fair Value	11		11		$ 67
Liability Derivatives Fair Value	(15)		(15)		(24)
Derivatives designated as hedging instruments \| Commodity Derivatives \| Other current assets
Derivatives disclosures
Asset Derivatives Fair Value	7		7		36
Liability Derivatives Fair Value					(24)
Derivatives designated as hedging instruments \| Commodity Derivatives \| Other long-term assets
Derivatives disclosures
Asset Derivatives Fair Value	4		4		5
Derivatives designated as hedging instruments \| Interest Rate Derivatives \| Other long-term assets
Derivatives disclosures
Asset Derivatives Fair Value					26
Derivatives designated as hedging instruments \| Interest Rate Derivatives \| Other current liabilities
Derivatives disclosures
Liability Derivatives Fair Value	(15)		(15)
Derivatives not designated as hedging instruments
Derivatives disclosures
Asset Derivatives Fair Value	72		72		66
Liability Derivatives Fair Value	(62)		(62)		(133)
Derivatives not designated as hedging instruments \| Commodity Derivatives \| Other current assets
Derivatives disclosures
Asset Derivatives Fair Value	65		65		60
Liability Derivatives Fair Value	(43)		(43)		(117)
Derivatives not designated as hedging instruments \| Commodity Derivatives \| Other long-term assets
Derivatives disclosures
Asset Derivatives Fair Value	5		5		5
Liability Derivatives Fair Value					(6)
Derivatives not designated as hedging instruments \| Commodity Derivatives \| Other current liabilities
Derivatives disclosures
Asset Derivatives Fair Value	2		2		1
Liability Derivatives Fair Value	(7)		(7)		(5)
Derivatives not designated as hedging instruments \| Commodity Derivatives \| Other long-term liabilities
Derivatives disclosures
Liability Derivatives Fair Value	(2)		(2)		(1)
Derivatives not designated as hedging instruments \| Foreign Currency Derivatives \| Other current liabilities
Derivatives disclosures
Liability Derivatives Fair Value	$ (10)		$ (10)		$ (4)

Derivatives and Risk Management Activities (Details 6) - USD ($) $ in Millions	Sep. 30, 2014	Dec. 31, 2013
Derivative Asset Positions
Gross Position - Asset	$ 83	$ 133
Netting Adjustment	(45)	(148)
Cash Collateral Paid	35	161
Net Position - Asset	73	146
Derivative Liability Positions
Gross Position - Liability	(77)	(157)
Netting Adjustment	45	148
Net Position - Liability	(32)	(9)
Other current assets
Derivative Asset Positions
Net Position - Asset	64	116
Other long-term assets
Derivative Asset Positions
Net Position - Asset	9	30
Other current liabilities
Derivative Liability Positions
Net Position - Liability	(30)	(8)
Other long-term liabilities
Derivative Liability Positions
Net Position - Liability	$ (2)	$ (1)

Derivatives and Risk Management Activities (Details 7) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Level 3
Rollforward of Level 3 Net [Asset/(Liability)]
Beginning Balance	$ 1	$ 4	$ (3)	$ 4
Unrealized gains/(losses):
Included in earnings	1	(4)		(1)
Settlements		(1)	3	(3)
Derivatives entered into during the period	1		3	(1)
Ending Balance	3	(1)	3	(1)
Change in unrealized gains/(losses) included in earnings relating to Level 3 derivatives still held at the end of the periods	2	$ (4)	3	$ (1)
Recurring Fair Value Measures
Recurring Fair Value Measures
Net derivative asset/(liability)	6		6		$ (24)
Recurring Fair Value Measures \| Commodity Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	31		31		(46)
Recurring Fair Value Measures \| Interest Rate Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	(15)		(15)		26
Recurring Fair Value Measures \| Foreign Currency Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	(10)		(10)		(4)
Recurring Fair Value Measures \| Level 1
Recurring Fair Value Measures
Net derivative asset/(liability)	6		6		16
Recurring Fair Value Measures \| Level 1 \| Commodity Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	6		6		16
Recurring Fair Value Measures \| Level 2
Recurring Fair Value Measures
Net derivative asset/(liability)	(3)		(3)		(37)
Recurring Fair Value Measures \| Level 2 \| Commodity Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	22		22		(59)
Recurring Fair Value Measures \| Level 2 \| Interest Rate Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	(15)		(15)		26
Recurring Fair Value Measures \| Level 2 \| Foreign Currency Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	(10)		(10)		(4)
Recurring Fair Value Measures \| Level 3
Recurring Fair Value Measures
Net derivative asset/(liability)	3		3		(3)
Recurring Fair Value Measures \| Level 3 \| Commodity Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	$ 3		$ 3		$ (3)

Commitments and Contingencies (Details) $ in Millions	1 Months Ended	2 Months Ended	9 Months Ended	17 Months Ended	20 Months Ended
Commitments and Contingencies (Details) $ in Millions	Feb. 28, 2013 bbl	Jun. 30, 2013 event bbl	Sep. 30, 2014 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2014 USD ($)	Dec. 31, 2013 USD ($)
Environmental
Estimated undiscounted reserve for environmental liabilities			$ 87	$ 87	$ 87	$ 93
Estimated undiscounted reserve for environmental liabilities, short-term			13	13	13	11
Estimated undiscounted reserve for environmental liabilities, long-term			74	74	74	82
Probable recoveries from insurers and from third parties under indemnification agreements			$ 9	9	9	$ 10
Minimum
Environmental
Actual cash expenditures for environmental liabilities, period paid			3 years
Bay Springs Pipeline Release
Environmental
Estimated size of release (in barrels) \| bbl	120
Total cost to clean up and remediate the site, before insurance recoveries					6
Kemp River Pipeline Release
Environmental
Number of events occurred \| event		2
Estimated size of release (in barrels) \| bbl		700
Total estimated cost to clean up and remediate the site, before insurance recoveries			$ 15	15	15
Cost incurred, to date, to clean up and remediate the site, before insurance recoveries				8
Charges, fines or penalties assessed			$ 0	$ 0	$ 0

Operating Segments (Details) $ in Millions	3 Months Ended		9 Months Ended
Operating Segments (Details) $ in Millions	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2014 USD ($) segment	Sep. 30, 2013 USD ($)
Operating segment information
Operating segments number \| segment			3
Revenues:
Revenues	$ 11,127	$ 10,703	$ 34,005	$ 31,617
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments
Equity earnings in unconsolidated entities	29	19	73	42
Segment profit	530	408	1,627	1,640
Maintenance capital	56	42	151	124
Transportation
Revenues:
Revenues	198	179	574	517
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments
Equity earnings in unconsolidated entities	29	19	73	42
Segment profit	231	198	658	522
Maintenance capital	35	29	111	84
Facilities
Revenues:
Revenues	141	138	443	558
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments
Segment profit	147	146	435	445
Maintenance capital	19	6	34	23
Supply and Logistics
Revenues:
Revenues	10,788	10,386	32,988	30,542
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments
Segment profit	152	64	534	673
Maintenance capital	2	7	6	17
Interest expense related to hedged inventory	4	8	11	21
Operating Segments
Revenues:
Revenues	11,498	11,044	35,101	32,638
Operating Segments \| Transportation
Revenues:
Revenues	424	378	1,222	1,111
Operating Segments \| Facilities
Revenues:
Revenues	281	280	858	983
Operating Segments \| Supply and Logistics
Revenues:
Revenues	10,793	10,386	33,021	30,544
Intersegment
Revenues:
Revenues	(371)	(341)	(1,096)	(1,021)
Intersegment \| Transportation
Revenues:
Revenues	(226)	(199)	(648)	(594)
Intersegment \| Facilities
Revenues:
Revenues	(140)	$ (142)	(415)	(425)
Intersegment \| Supply and Logistics
Revenues:
Revenues	$ (5)		$ (33)	$ (2)

Operating Segments (Details 2) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Operating Segments (Details 2) - USD ($) $ in Millions	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Reconciliation of segment profit to net income attributable to Plains
Segment profit	$ 530	$ 408	$ 1,627	$ 1,640
Unallocated general and administrative expenses	(1)		(3)
Depreciation and amortization	(97)	(93)	(294)	(266)
Interest expense, net	(88)	(73)	(254)	(227)
Other income/(expense), net	(4)	3	(2)	2
INCOME BEFORE TAX	340	245	1,074	1,149
Income tax expense	(29)	(9)	(116)	(79)
NET INCOME	311	236	958	1,070
Net income attributable to noncontrolling interests	(295)	(235)	(913)	(1,067)
NET INCOME ATTRIBUTABLE TO PAGP	$ 16	$ 1	$ 45	$ 3

Related Party Transactions (Details) - Oxy - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Related party transaction
Related party ownership of subsidiary (as a percent)	25.00%		25.00%
Revenues	$ 369	$ 441	$ 812	$ 1,135
Purchases and related costs	223	$ 229	701	$ 604
Trade accounts receivable and other receivables, gross	274		274		$ 133
Accounts payable, gross	$ 233		$ 233		$ 181

Subsequent Events (Details) - Subsequent Event $ in Millions	Nov. 05, 2014 USD ($) bbl / d
BridgeTex Pipeline Company LLC \| Magellan Midstream Partners L.P.
Subsequent events
Ownership interest held (as a percent)	50.00%
Pending Acquisition \| PAA \| Definitive purchase and sale agreement \| Oxy
Subsequent events
Term of lock-up arrangement	15 months
Period for which certain owners have agreed to refrain from the sale of their ownership interests	90 days
Pending Acquisition \| PAA \| Definitive purchase and sale agreement \| Oxy \| BridgeTex Pipeline Company LLC
Subsequent events
Ownership interest to be acquired (as a percent)	50.00%
Purchase price of business to be acquired \| $	$ 1,075
Capacity of crude oil pipeline \| bbl / d	300,000