View Filing Data

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2015	May 01, 2015
Document and Entity Information
Entity Registrant Name	PLAINS GP HOLDINGS LP
Entity Central Index Key	0001581990
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		223,790,809
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 31, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 460	$ 404
Trade accounts receivable and other receivables, net	1,817	2,615
Inventory	929	891
Other current assets	249	271
Total current assets	3,455	4,181
PROPERTY AND EQUIPMENT	14,477	14,219
Accumulated depreciation	(1,973)	(1,927)
Property and equipment, net	12,504	12,292
OTHER ASSETS
Goodwill	2,435	2,465
Investments in unconsolidated entities	1,784	1,735
Deferred tax asset	1,850	1,705
Linefill and base gas	960	930
Long-term inventory	149	186
Other long-term assets, net	459	489
Total assets	23,596	23,983
CURRENT LIABILITIES
Accounts payable and accrued liabilities	2,491	2,987
Short-term debt	553	1,287
Other current liabilities	488	482
Total current liabilities	3,532	4,756
LONG-TERM LIABILITIES
Senior notes, net of unamortized discount of $17 and $18, respectively	8,758	8,757
Other long-term debt	564	541
Other long-term liabilities and deferred credits	594	548
Total long-term liabilities	9,916	9,846
COMMITMENTS AND CONTINGENCIES (NOTE 10)
PARTNERS' CAPITAL
Noncontrolling interests	8,344	7,724
Total partners' capital	10,148	9,381
Total liabilities and partners' capital	23,596	23,983
Class A Shares
PARTNERS' CAPITAL
Partners' Capital	1,804	1,657
Class B Shares
PARTNERS' CAPITAL
Partners' Capital

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2015	Dec. 31, 2014
CONDENSED CONSOLIDATED BALANCE SHEETS
Senior notes, unamortized discount	$ 17	$ 18
Class A Shares
Shares outstanding
Shares outstanding	222,773,809	206,933,274
Class B Shares
Shares outstanding
Shares outstanding	383,276,764	399,096,499

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
REVENUES
Supply and Logistics segment revenues	$ 5,632	$ 11,346
Transportation segment revenues	185	181
Facilities segment revenues	125	157
Total revenues	5,942	11,684
COSTS AND EXPENSES
Purchases and related costs	5,042	10,670
Field operating costs	346	336
General and administrative expenses	79	90
Depreciation and amortization	108	96
Total costs and expenses	5,575	11,192
OPERATING INCOME	367	492
OTHER INCOME/(EXPENSE)
Equity earnings in unconsolidated entities	37	20
Interest expense (net of capitalized interest of $14 and $11, respectively)	(104)	(81)
Other expense, net	(4)	(2)
INCOME BEFORE TAX	296	429
Current income tax expense	(42)	(36)
Deferred income tax benefit/(expense)	8	(21)
NET INCOME	262	372
Net income attributable to noncontrolling interests	(231)	(358)
NET INCOME ATTRIBUTABLE TO PAGP	$ 31	$ 14
BASIC AND DILUTED NET INCOME PER CLASS A SHARE	$ 0.14	$ 0.11
BASIC AND DILUTED WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING	212	135

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Interest expense, capitalized interest	$ 14	$ 11

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS)
Net income	$ 262	$ 372
Other comprehensive loss	(376)	(136)
Comprehensive income/(loss)	(114)	236
Comprehensive (income)/loss attributable to noncontrolling interests	142	(223)
Comprehensive income attributable to PAGP	$ 28	$ 13

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME / (LOSS) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Increase (Decrease) in Accumulated Other Comprehensive Income
Balance at beginning of period	$ (467)	$ (97)
Reclassification adjustments	(6)	20
Deferred loss on cash flow hedges, net of tax	(72)	(32)
Currency translation adjustments	(298)	(124)
Total period activity	(376)	(136)
Balance at end of period	(843)	(233)
Derivative Instruments
Increase (Decrease) in Accumulated Other Comprehensive Income
Balance at beginning of period	(159)	(77)
Reclassification adjustments	(6)	20
Deferred loss on cash flow hedges, net of tax	(72)	(32)
Total period activity	(78)	(12)
Balance at end of period	(237)	(89)
Translation Adjustments
Increase (Decrease) in Accumulated Other Comprehensive Income
Balance at beginning of period	(308)	(20)
Currency translation adjustments	(298)	(124)
Total period activity	(298)	(124)
Balance at end of period	$ (606)	$ (144)

- 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	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 262	$ 372
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	108	96
Equity-indexed compensation expense	19	34
Inventory valuation adjustments	24	37
Deferred income tax (benefit)/expense	(8)	21
(Gain)/loss on foreign currency revaluation	(27)	5
Equity earnings in unconsolidated entities	(37)	(20)
Distributions from unconsolidated entities	54	25
Other	(9)	(6)
Changes in assets and liabilities, net of acquisitions	343	253
Net cash provided by operating activities	729	817
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid in connection with acquisitions, net of cash acquired	(64)
Additions to property, equipment and other	(441)	(468)
Investment in unconsolidated entities	(65)	(26)
Cash received for sales of linefill and base gas		11
Cash paid for purchases of linefill and base gas	(96)	(44)
Proceeds from sales of assets	1	2
Other investing activities	(1)	1
Net cash used in investing activities	(666)	(524)
CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under PAA commercial paper program (Note 6)	(734)	(128)
Net borrowings under AAP senior secured revolving credit facility (Note 6)	23	5
Net proceeds from the issuance of common units by subsidiaries (Note 7)	1,099	148
Distributions paid to Class A shareholders (Note 7)	(42)	(17)
Distributions paid to noncontrolling interests (Note 7)	(346)	(309)
Other financing activities	(2)	(1)
Net cash used in financing activities	(2)	(302)
Effect of translation adjustment on cash	(5)	(2)
Net increase/(decrease) in cash and cash equivalents	56	(11)
Cash and cash equivalents, beginning of period	404	43
Cash and cash equivalents, end of period	460	32
Cash paid for:
Interest, net of amounts capitalized	77	81
Income taxes, net of amounts refunded	$ 11	$ 66

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - USD ($) $ in Millions	Partners' Capital (Excluding Noncontrolling Interests) Class A Shares	Noncontrolling Interests	Total
Balance, beginning of period at Dec. 31, 2013	$ 1,035	$ 7,244	$ 8,279
Increase (Decrease) in Partners' Capital
Net income	14	358	372
Distributions	(17)	(309)	(326)
Deferred tax asset	21		21
Change in ownership interest in connection with Exchange Right exercises (Note 7)	(1)	1
Issuance of common units by subsidiaries		148	148
Issuance of PAA common units under LTIP, net of units tendered by employees to satisfy tax withholding obligations		(2)	(2)
Equity-indexed compensation expense		12	12
Distribution equivalent right payments		(1)	(1)
Other comprehensive loss	(1)	(135)	(136)
Balance, end of period at Mar. 31, 2014	1,051	7,316	8,367
Balance, beginning of period at Dec. 31, 2014	1,657	7,724	9,381
Increase (Decrease) in Partners' Capital
Net income	31	231	262
Distributions	(42)	(346)	(388)
Deferred tax asset	163		163
Change in ownership interest in connection with Exchange Right exercises (Note 7)	(2)	2
Issuance of common units by subsidiaries		1,099	1,099
Equity-indexed compensation expense		9	9
Distribution equivalent right payments		(2)	(2)
Other comprehensive loss	(3)	(373)	(376)
Balance, end of period at Mar. 31, 2015	$ 1,804	$ 8,344	$ 10,148

Organization and Basis of Consolidation and Presentation

3 Months Ended

Mar. 31, 2015

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.

As of March 31, 2015, our sole assets consisted of (i) a 100% managing member interest in Plains All American GP LLC (“GP LLC”) and (ii) an approximate 37% limited partner interest in Plains AAP, L.P. (“AAP”) through our ownership of 222,773,809 Class A units of AAP (“AAP units”). GP LLC is a Delaware limited liability company that holds the general 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. Plains GP Holdings LLC, a Delaware limited liability company, is our general partner.

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. 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: Transportation, Facilities and Supply and Logistics. See Note 11 for further discussion of our operating segments.

As used in this Form 10-Q and unless the context indicates 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 / (loss)
Bcf	=	Billion cubic feet
Btu	=	British thermal unit
CAD	=	Canadian dollar
DERs	=	Distribution equivalent rights
EPA	=	United States Environmental Protection Agency
FASB	=	Financial Accounting Standards Board
GAAP	=	Generally accepted accounting principles in the United States
ICE	=	Intercontinental Exchange
LIBOR	=	London Interbank Offered Rate
LTIP	=	Long-term incentive plan
Mcf	=	Thousand cubic feet
NGL	=	Natural gas liquids, including ethane, propane and butane
NYMEX	=	New York Mercantile Exchange
Oxy	=	Occidental Petroleum Corporation or its subsidiaries
PLA	=	Pipeline loss allowance
USD	=	United States dollar
WTI	=	West Texas Intermediate

Basis of Consolidation and Presentation

The accompanying unaudited condensed consolidated interim financial statements and related notes thereto should be read in conjunction with our 2014 Annual Report on Form 10-K. The accompanying consolidated financial statements include the accounts of PAGP and all of its wholly owned subsidiaries and those entities that it controls. 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 on our balance sheet in the partners’ capital section as noncontrolling interests. Investments in entities over which we have significant influence but not control are accounted for by the equity method. 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, and certain reclassifications have been made to information from previous years to conform to the current presentation. These reclassifications do not affect net income attributable to PAGP. The condensed consolidated balance sheet data as of December 31, 2014 was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the three months ended March 31, 2015 should not be taken as indicative of results to be expected for the entire year.

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

Recent Accounting Pronouncements	3 Months Ended
Recent Accounting Pronouncements	Mar. 31, 2015
Recent Accounting Pronouncements
Recent Accounting Pronouncements	Note 2—Recent Accounting Pronouncements In April 2015, the FASB issued guidance to simplify the presentation of debt issuance costs in entities’ financial statements. Under this revised guidance, an entity will present such costs as a direct reduction from the related debt liability (rather than as an asset under current guidance). Additionally, amortization of the debt issuance costs will be reported as interest expense. This guidance will become effective for interim and annual periods beginning after December 15, 2015 and will be adopted retrospectively to all prior periods. Early adoption is permitted for financial statements that have not been previously issued. We expect to adopt this guidance on January 1, 2016, and we are currently evaluating the effect that adopting this guidance will have on our financial position, results of operations and cash flows. In February 2015, the FASB issued guidance that revises the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Among other things, this guidance (i) modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities or voting interest entities, (ii) eliminates the presumption that a general partner should consolidate a limited partnership and (iii) affects the consolidation analysis of reporting entities that are involved with variable interest entities, particularly those that have fee arrangements and related party relationships. This guidance will become effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We expect to adopt this guidance on January 1, 2016, and we are currently evaluating the effect that adopting this guidance will have on our financial position, results of operations and cash flows. In January 2015, as part of its initiative to reduce complexity in accounting standards, the FASB issued guidance to eliminate the concept of extraordinary items from GAAP. This guidance will become effective for interim and annual periods beginning after December 15, 2015. We expect to adopt this guidance on January 1, 2016. We do not believe our adoption will have a material impact on our financial position, results of operations or cash flows. 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 currently expect to adopt this guidance on January 1, 2017, and we are 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 2015, the FASB proposed a one year deferral of the effective date of this standard. 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. We adopted this guidance on January 1, 2015. 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

Net Income Per Class A Share

3 Months Ended

Mar. 31, 2015

Net Income Per Class A Share

Net Income Per Class A Share

Note 3—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 conditions 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 the FASB.

For the three months ended March 31, 2015, and the same period in 2014, the possible exchange of any AAP units and certain AAP Management Units would not have a dilutive effect on basic net income per Class A share. For both the three months ended March 31, 2015 and March 31, 2014, our PAGP LTIP awards were dilutive. However, there were less than 0.1 million dilutive LTIP awards for each of the three months ended March 31, 2015 and 2014, which did not 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 months ended March 31, 2015 and 2014 (in millions, except per share data):

	Three Months Ended March 31,
	2015		2014
Basic and Diluted Net Income per Class A Share
Net income attributable to PAGP	$	31	$	14
Basic and diluted weighted average Class A shares outstanding	212		135

Basic and diluted net income per Class A share	$	0.14	$	0.11

Accounts Receivable	3 Months Ended
Accounts Receivable	Mar. 31, 2015
Accounts Receivable
Accounts Receivable	Note 4—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 utilize a rigorous credit review process. We closely monitor market conditions to make a determination with respect to the amount, if any, of open 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 March 31, 2015 and December 31, 2014, we had received $130 million and $180 million, respectively, of advance cash payments from third parties to mitigate credit risk. Furthermore, as of March 31, 2015 and December 31, 2014, we had received $12 million and $198 million, respectively, of standby letters of credit to support obligations due from third parties, a portion of which applies to future business. The decrease in standby letters of credit and advance cash payments from third parties as of March 31, 2015 compared to December 31, 2014 is largely due to a decrease in exposure to various customers requiring letters of credit. Furthermore, 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 March 31, 2015 and December 31, 2014, 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 as of both March 31, 2015 and December 31, 2014. 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

3 Months Ended

Mar. 31, 2015

Inventory, Linefill and Base Gas and Long-term Inventory

Inventory, Linefill and Base Gas and Long-term Inventory

Note 5—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):

	March 31, 2015						December 31, 2014
	Volumes	Unit of Measure	Carrying Value		Price/ Unit (1)		Volumes	Unit of Measure	Carrying Value		Price/ Unit (1)
Inventory
Crude oil	15,351	barrels	$	686	$	44.69	6,465	barrels	$	304	$	47.02
NGL	7,277	barrels	154		$	21.16	13,553	barrels	454		$	33.50
Natural gas	10,965	Mcf	31		$	2.83	32,317	Mcf	102		$	3.16
Other	N/A		58		N/A		N/A		31		N/A
Inventory subtotal			929						891

Linefill and base gas
Crude oil	12,970	barrels	777		$	59.91	11,810	barrels	744		$	63.00
NGL	1,215	barrels	48		$	39.51	1,212	barrels	52		$	42.90
Natural gas	28,612	Mcf	135		$	4.72	28,612	Mcf	134		$	4.68
Linefill and base gas subtotal			960						930

Long-term inventory
Crude oil	2,646	barrels	117		$	44.22	2,582	barrels	136		$	52.67
NGL	1,681	barrels	32		$	19.04	1,681	barrels	50		$	29.74
Long-term inventory subtotal			149						186

Total			$	2,038					$	2,007

⁽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. Any resulting adjustments are a component of “Purchases and related costs” on our accompanying Condensed Consolidated Statements of Operations. We recorded a charge of $24 million during the three months ended March 31, 2015 primarily related to the writedown of our NGL inventory due to declines in prices. The loss was substantially offset by a portion of the derivative mark-to-market gain that was recognized in the fourth quarter of 2014 for which the related derivatives were still open as of March 31, 2015. See Note 8 for discussion of our derivative and risk management activities. During the three months ended March 31, 2014, we recorded a charge of $37 million 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.

Debt

3 Months Ended

Mar. 31, 2015

Debt

Debt

Note 6—Debt

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

	March 31,		December 31,
	2015		2014
SHORT-TERM DEBT
PAA commercial paper notes, bearing a weighted-average interest rate of 0.46% at December 31, 2014 (1)	$	—	$	734
PAA senior notes:
5.25% senior notes due June 2015	150		150
3.95% senior notes due September 2015	400		400
Other	3		3
Total short-term debt	553		1,287

LONG-TERM DEBT
PAA senior notes, net of unamortized discount of $17 and $18, respectively	8,758		8,757
Credit Facilities and Other:
AAP term loan, bearing a weighted-average interest rate of 1.8% and 1.8%, respectively	500		500
AAP senior secured revolving credit facility, bearing a weighted-average interest rate of 1.8% and 1.8%, respectively	59		36
Other	5		5
Total long-term debt	9,322		9,298
Total debt (2)	$	9,875	$	10,585

(1)

At December 31, 2014, we classified all of the borrowings under the PAA commercial paper program as short-term as these borrowings were primarily designated as working capital borrowings, must be repaid within one year and were primarily for hedged NGL and crude oil inventory and NYMEX and ICE margin deposits.

(2)

PAA’s fixed-rate senior notes (including current maturities) had a face value of approximately $9.3 billion as of both March 31, 2015 and December 31, 2014. We estimated the aggregate fair value of these notes as of March 31, 2015 and December 31, 2014 to be approximately $10.0 billion and $9.9 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 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, credit facilities and the PAA commercial paper program are based upon observable market data and are classified in Level 2 of the fair value hierarchy.

Credit Facilities

PAA senior unsecured 364-day revolving credit facility. In January 2015, PAA entered into a 364-day senior unsecured credit agreement with a borrowing capacity of $1.0 billion. Borrowings will accrue interest based, at PAA’s election, on either the Eurocurrency Rate or the Base Rate, as defined in the agreement, in each case plus a margin based on PAA’s credit rating at the applicable time.

Borrowings and Repayments

Total borrowings under credit agreements and the PAA commercial paper program for the three months ended March 31, 2015 and 2014 were approximately $7.0 billion and $19.2 billion, respectively. Total repayments under credit agreements and the PAA commercial paper program were approximately $7.7 billion and $19.3 billion for the three months ended March 31, 2015 and 2014, 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 March 31, 2015 and December 31, 2014, we had outstanding letters of credit of $83 million and $87 million, respectively.

Partners' Capital and Distributions

3 Months Ended

Mar. 31, 2015

Partners' Capital and Distributions

Partners' Capital and Distributions

Note 7—Partners’ Capital and Distributions

Distributions

The following table details the distributions paid to Class A shareholders during or pertaining to the first three months of 2015 (in millions, except per share data):

		Distributions to		Distributions per
Date Declared	Distribution Date	Class A Shareholders		Class A Share
April 7, 2015	May 15, 2015 (1)	$	50	$	0.222
January 8, 2015	February 13, 2015	$	42	$	0.203

(1)

Payable to shareholders of record at the close of business on May 1, 2015 for the period January 1, 2015 through March 31, 2015.

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 11 to our Consolidated Financial Statements included in Part IV of our 2014 Annual Report on Form 10-K. During the three months ended March 31, 2015, 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 impact of such Exchange Right exercises on our Class A and Class B shares outstanding is reflected in the table below.

Shares Outstanding

The following table presents the activity for our Class A shares and Class B shares for the three months ended March 31, 2015:

	Class B Shares		Class A Shares
Balance at December 31, 2014	399,096,499		206,933,274
Shares (exchanged)/issued in connection with Exchange Right exercises	(15,819,735	)	15,819,735
Shares issued in connection with LTIP award vestings	—		20,800
Balance at March 31, 2015	383,276,764		222,773,809

Consolidated Subsidiaries

Noncontrolling Interests in Subsidiaries

As of March 31, 2015, noncontrolling interests in our subsidiaries consisted of (i) a 98% limited partner interest in PAA, (ii) an approximate 63% 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 three months of 2015, 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		2%		Incentive		Total		partner unit
April 7, 2015	May 15, 2015 (1)	$	272	$	6	$	142	$	420	$	0.6850
January 8, 2015	February 13, 2015	$	254	$	5	$	131	$	390	$	0.6750

(1)

Payable to unitholders of record at the close of business on May 1, 2015 for the period January 1, 2015 through March 31, 2015.

AAP Distributions. The following table details the distributions to AAP’s partners from distributions received from PAA paid during or pertaining to the first three months of 2015 (in millions):

						Distributions to AAP’s Partners
	Distributions Received		Cash					Noncontrolling
Distribution Date	by AAP from PAA		Reserves			Total		Interests		PAGP
May 15, 2015 (1)	$	148	$	(3	)	$	145	$	95	$	50
February 13, 2015	$	136	$	(3	)	$	133	$	91	$	42

(1)

Payable to unitholders of record at the close of business on May 1, 2015 for the period January 1, 2015 through March 31, 2015.

Other Distributions. During the three months ended March 31, 2015, distributions of $1 million were paid to noncontrolling interests in SLC Pipeline LLC.

Sales of Common Units by Subsidiaries

PAA Continuous Offering Program. During the three months ended March 31, 2015, PAA issued an aggregate of approximately 1.1 million common units under its continuous offering program, generating proceeds of $58 million, net of offering costs.

PAA Underwritten Offering. In March 2015, PAA completed an underwritten public offering of 21.0 million common units, generating proceeds of approximately $1.0 billion, net of costs associated with the offering.

Derivatives and Risk Management Activities

3 Months Ended

Mar. 31, 2015

Derivatives and Risk Management Activities

Derivatives and Risk Management Activities

Note 8—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 March 31, 2015, net derivative positions related to these activities included:

An average of 233,600 barrels per day net long position (total of 7.0 million barrels) associated with our crude oil purchases, which was unwound ratably during April 2015 to match monthly average pricing.

A net short time spread position averaging 18,200 barrels per day (total of 7.2 million barrels), which hedges a portion of our anticipated crude oil lease gathering purchases through June 2016.

An average of 37,500 barrels per day (total of 9.1 million barrels) of crude oil grade spread positions through December 2015. These derivatives allow us to lock in grade basis differentials.

A net short position of 6.8 Bcf through April 2016 related to anticipated sales of natural gas inventory and base gas requirements.

A net short position of 16.8 million barrels through March 2017 related to anticipated purchases and sales of our crude oil, NGL and refined products inventory.

Natural Gas Processing/NGL Fractionation — We purchase natural gas for processing and operational needs. Additionally, we purchase NGL mix for fractionation and 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 March 31, 2015, we had a long natural gas position of 18.1 Bcf through December 2016, a short propane position of 3.5 million barrels through December 2016, a short butane position of 1.0 million barrels through December 2016 and a short WTI position of 0.4 million barrels through December 2016. In addition, we had a long power position of 0.4 million megawatt hours, which hedges a portion of our power supply requirements at our natural gas processing and fractionation plants through December 2016.

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

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 March 31, 2015, AOCI includes deferred losses of $234 million that relate to open and terminated interest rate derivatives that were designated as cash flow hedges. 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.

We have entered into forward starting interest rate swaps to hedge the underlying benchmark interest rate related to forecasted PAA debt issuances through 2019. The following table summarizes the terms of our forward starting interest rate swaps as of March 31, 2015 (notional amounts in millions):

Hedged Transaction

Number and Types of
Derivatives Employed

Notional
Amount

Expected
Termination Date

Average Rate
Locked

Accounting
Treatment

Anticipated PAA debt offering

10 forward starting swaps (30-year)

250

6/15/2015

3.60%

Cash flow hedge

Anticipated PAA debt offering

8 forward starting swaps (30-year)

200

6/15/2016

3.06%

Cash flow hedge

Anticipated PAA debt offering

8 forward starting swaps (30-year)

200

6/15/2017

3.14%

Cash flow hedge

Anticipated PAA debt offering

8 forward starting swaps (30-year)

200

6/15/2018

3.20%

Cash flow hedge

Anticipated PAA debt offering

8 forward starting swaps (30-year)

200

6/14/2019

2.83%

Cash flow hedge

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 March 31, 2015, 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 March 31, 2015 (in millions):

		USD		CAD		Average Exchange Rate USD to CAD
Forward exchange contracts that exchange CAD for USD:
	2015	$	147	$	187	$1.00 - $1.27
	2016	5		7		$1.00 - $1.27
		$	152	$	194

Forward exchange contracts that exchange USD for CAD:
	2015	$	181	$	225	$1.00 - $1.24
	2016	5		7		$1.00 - $1.27
		$	186	$	232

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 classified within the same category as the related hedged item in our Condensed Consolidated Statements of Cash Flows.

A summary of the impact of our derivative activities recognized in earnings for the three months ended March 31, 2015 and 2014 is as follows (in millions):

	Three Months Ended March 31, 2015									Three Months Ended March 31, 2014
Location of gain/(loss)	Derivatives in Hedging Relationships (1)			Derivatives Not Designated as a Hedge			Total			Derivatives in Hedging Relationships (1)			Derivatives Not Designated as a Hedge			Total
Commodity Derivatives

Supply and Logistics segment revenues	$	7		$	(34	)	$	(27	)	$	(19	)	$	—		$	(19	)

Transportation segment revenues	—			2			2			—			—			—

Field operating costs	—			(4		)	(4		)	—			(1		)	(1		)

Interest Rate Derivatives

Interest expense	(1		)	—			(1		)	(1		)	—			(1		)

Foreign Currency Derivatives

Supply and Logistics segment revenues	—			(17		)	(17		)	—			(9		)	(9		)

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	6		$	(53	)	$	(47	)	$	(20	)	$	(10	)	$	(30	)

(1)

Represents gains/(losses) on cash flow hedges reclassified from AOCI to income during the period.

The following table summarizes the derivative assets and liabilities on our Condensed Consolidated Balance Sheet on a gross basis as of March 31, 2015 (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	$	18	Other long-term liabilities and deferred credits	$	(2	)
	Other long-term liabilities and deferred credits	3

Interest rate derivatives				Other current liabilities	(64		)
				Other long-term liabilities and deferred credits	(80		)
Total derivatives designated as hedging instruments		$	21		$	(146	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	205	Other current assets	$	(47	)
	Other long-term assets, net	18		Other current liabilities	(40		)
	Other long-term liabilities and deferred credits	2		Other long-term liabilities and deferred credits	(13		)

Foreign currency derivatives				Other current liabilities	(4		)
Total derivatives not designated as hedging instruments		$	225		$	(104	)

Total derivatives		$	246		$	(250	)

The following table summarizes the derivative assets and liabilities on our Condensed Consolidated Balance Sheet on a gross basis as of December 31, 2014 (in millions):

	Asset Derivatives			Liability Derivatives
	Balance Sheet	Fair		Balance Sheet	Fair
	Location	Value		Location	Value
Derivatives designated as hedging instruments:
Commodity derivatives	Other current assets	$	23	Other current assets	$	(12	)
	Other long-term assets, net	8		Other long-term assets, net	(1		)

Interest rate derivatives				Other current liabilities	(44		)
				Other long-term liabilities and deferred credits	(26		)
Total derivatives designated as hedging instruments		$	31		$	(83	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	439	Other current assets	$	(246	)
	Other long-term assets, net	23		Other long-term assets, net	(3		)
				Other current liabilities	(35		)
				Other long-term liabilities and deferred credits	(5		)

Foreign currency derivatives				Other current liabilities	(12		)
Total derivatives not designated as hedging instruments		$	462		$	(301	)

Total derivatives		$	493		$	(384	)

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 March 31, 2015, we had a net broker payable of $112 million (consisting of initial margin of $61 million reduced by $173 million of variation margin that had been returned to us). As of December 31, 2014, we had a net broker payable of $133 million (consisting of initial margin of $126 million reduced by $259 million of variation margin that had been returned to us).

The following tables present information about derivatives and financial assets and liabilities that are subject to offsetting, including enforceable master netting arrangements as of the dates indicated (in millions):

	March 31, 2015						December 31, 2014
	Derivative			Derivative			Derivative			Derivative
	Asset Positions			Liability Positions			Asset Positions			Liability Positions
Netting Adjustments:
Gross position - asset/(liability)	$	246		$	(250	)	$	493		$	(384	)
Netting adjustment	(52		)	52			(262		)	262
Cash collateral paid/(received)	(112		)	—			(133		)	—
Net position - asset/(liability)	$	82		$	(198	)	$	98		$	(122	)

Balance Sheet Location After Netting Adjustments:
Other current assets	$	64		$	—		$	71		$	—
Other long-term assets, net	18			—			27			—
Other current liabilities	—			(108		)	—			(91		)
Other long-term liabilities and deferred credits	—			(90		)	—			(31		)
	$	82		$	(198	)	$	98		$	(122	)

As of March 31, 2015, there was a net loss of $237 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 March 31, 2015, we expect to reclassify a net gain of $9 million to earnings in the next twelve months. The remaining deferred loss of $246 million is expected to be reclassified to earnings through 2049. A portion of these amounts are based on market prices as of March 31, 2015; 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 months ended March 31, 2015 and 2014 was as follows (in millions):

	Three Months Ended
	March 31,
	2015			2014
Commodity derivatives, net	$	3		$	(12	)
Interest rate derivatives, net	(75		)	(20		)
Total	$	(72	)	$	(32	)

At March 31, 2015 and December 31, 2014, 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 March 31, 2015 and December 31, 2014 (in millions):

	Fair Value as of March 31, 2015										Fair Value as of December 31, 2014
Recurring Fair Value Measures (1)	Level 1		Level 2			Level 3		Total			Level 1			Level 2			Level 3		Total
Commodity derivatives	$	16	$	123		$	5	$	144		$	(85	)	$	261		$	15	$	191
Interest rate derivatives	—		(144		)	—		(144		)	—			(70		)	—		(70		)
Foreign currency derivatives	—		(4		)	—		(4		)	—			(12		)	—		(12		)
Total net derivative asset/(liability)	$	16	$	(25	)	$	5	$	(4	)	$	(85	)	$	179		$	15	$	109

(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. 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.

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 for the three months ended March 31, 2015 and 2014 (in millions):

	Three Months Ended
	March 31,
	2015			2014
Beginning Balance	$	15		$	(3	)
Total gains/(losses) for the period:
Settlements	(12		)	3
Derivatives entered into during the period	2			1
Ending Balance	$	5		$	1

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

- 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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993

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Reference 11: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Equity-Indexed Compensation Plans

3 Months Ended

Mar. 31, 2015

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 16 to our Consolidated Financial Statements included in Part IV of our 2014 Annual Report on Form 10-K.

PAGP LTIP Awards

Activity for awards under the PAGP LTIP is summarized in the following table (shares in millions):

		Weighted Average
		Grant Date
	PAGP Shares	Fair Value per Share
Outstanding at December 31, 2014	0.1	$	27.84
Granted (1)	—	$	27.84
Vested (2)	—	$	27.84
Outstanding at March 31, 2015	0.1	$	27.84

(1)

During the three months ended March 31, 2015, less than 0.1 million PAGP LTIP awards were issued under the automatic re-grant feature for awards issued to PAGP directors.

(2)

During the three months ended March 31, 2015, less than 0.1 million PAGP LTIP awards were settled in shares.

PAA LTIP Awards

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

			Weighted Average
			Grant Date
	Units (1)		Fair Value per Unit
Outstanding at December 31, 2014	7.3		$	41.45
Granted	1.1		$	39.99
Vested (2)	—		$	40.23
Cancelled or forfeited	(0.1	)	$	39.69
Outstanding at March 31, 2015	8.3		$	41.26

(1)

Amounts do not include AAP Management Units.

(2)

During the three months ended March 31, 2015, less than 0.1 million PAA LTIP awards were settled in cash.

AAP Management Units

Activity for AAP Management Units is summarized in the following table (in millions):

	Reserved for Future Grants	Outstanding	Outstanding Units Earned	Grant Date Fair Value of Outstanding AAP Management Units (1)
Balance at December 31, 2014	3.0	49.1	47.8	$	64
Earned	N/A	N/A	0.3	N/A
Balance at March 31, 2015	3.0	49.1	48.1	$	64

(1)

Of the $64 million grant date fair value, $56 million had been recognized through March 31, 2015 on a cumulative basis. Of this amount, $1 million was recognized as expense during the three months ended March 31, 2015.

Other Consolidated Equity-Indexed Compensation Plan Information

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

	Three Months Ended March 31,
	2015		2014
Equity-indexed compensation expense (1)	$	19	$	34
LTIP unit or share-settled vestings (2)	$	1	$	5
LTIP cash-settled vestings (3)	$	—	$	1
DER cash payments (4)	$	2	$	2

(1)

For each of the three months ended March 31, 2015 and 2014, amount includes less than $1 million of expense related to PAGP LTIP awards.

(2)

For the three months ended March 31, 2015, amount relates to awards settled in PAGP shares and for the three months ended March 31, 2014, amount relates to awards settled in PAA common units.

(3)

For the three months ended March 31, 2015, the value of PAA LTIP awards that were settled in cash was less than $1 million. All cash-settled vestings for the three months ended March 31, 2014 related to PAA LTIP awards. No PAGP awards were settled in cash in either period.

(4)

For the three months ended March 31, 2015 less than $1 million of cash paid related to DERs on PAGP LTIP awards. There were no DER cash payments related to PAGP awards during the three months ended March 31, 2014.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2015
Commitments and Contingencies
Commitments and Contingencies	Note 10—Commitments and Contingencies Litigation 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 March 31, 2015, our estimated undiscounted reserve for environmental liabilities totaled $75 million, of which $11 million was classified as short-term and $64 million was classified as long-term. At December 31, 2014, our estimated undiscounted reserve for environmental liabilities totaled $82 million, of which $13 million was classified as short-term and $69 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 March 31, 2015 and December 31, 2014, we had recorded receivables totaling $7 million and $8 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 crude oil was contained within our pipeline right of way, but some of the released crude 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 $6 million. Kemp River Pipeline Releases. 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. Final investigation by the Alberta Energy Regulator 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 $15 million. Through March 31, 2015, we spent $9 million in connection with clean-up and remediation activities. National Energy Board Audit. In the third quarter of 2014, the National Energy Board (“NEB”) of Canada notified PMC that various corrective actions from a 2010 audit had not been completed to the satisfaction of the NEB. The NEB initiated a process to assess PMC’s approach to compliance with the NEB’s Onshore Pipeline Regulations, which process resulted in the issuance by the NEB of an order on January 15, 2015 that imposed six conditions on PMC designed to enhance PMC’s ability to operate its pipelines in a manner that protects the public and the environment. The conditions include the filing of certain safety critical tasks, controls and programs with the NEB, external audits of certain PMC programs and systems, and periodic update meetings with NEB staff regarding the status and progress of corrective actions. In early February 2015, the NEB imposed a penalty on PMC of $76,000 CAD related to these issues. It is possible that additional fines and penalties may be assessed against PMC in the future related to this matter. In the Matter of Bakersfield Crude Terminal LLC et al. On April 30, 2015, the EPA issued a Finding and Notice of Violation (“NOV”) to PAA’s Bakersfield Crude Terminal LLC for alleged violations of the Clean Air Act, as amended. The NOV, which cites 10 separate rule violations, questions the validity of construction and operating permits issued to our Bakersfield rail unloading facility in 2012 and 2014 by the San Joaquin Valley Air Pollution Control District (the “SJV District”). We believe we fully complied with all applicable regulatory requirements and that the permits issued to us by the SJV District are valid. To date, no fines or penalties have been assessed in this matter; however, it is possible that fines and penalties could be assessed in the future.

Operating Segments

3 Months Ended

Mar. 31, 2015

Operating Segments

Operating Segments

Note 11—Operating Segments

We manage our operations through three operating segments: Transportation, Facilities and 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 (a) purchases and related costs, (b) field operating costs and (c) 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 March 31, 2015
Revenues:
External Customers	$	185	$	125	$	5,632	$	5,942
Intersegment (1)	215		132		2		349
Total revenues of reportable segments	$	400	$	257	$	5,634	$	6,291
Equity earnings in unconsolidated entities	$	37	$	—	$	—	$	37
Segment profit (2) (3)	$	241	$	142	$	130	$	513
Maintenance capital	$	33	$	15	$	2	$	50

	Transportation		Facilities		Supply and Logistics		Total
Three Months Ended March 31, 2014
Revenues:
External Customers	$	181	$	157	$	11,346	$	11,684
Intersegment (1)	206		142		22		370
Total revenues of reportable segments	$	387	$	299	$	11,368	$	12,054
Equity earnings in unconsolidated entities	$	20	$	—	$	—	$	20
Segment profit (2) (3)	$	206	$	154	$	249	$	609
Maintenance capital	$	34	$	10	$	2	$	46

(1)

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 2014 Annual Report on Form 10-K.

(2)

Supply and Logistics segment profit includes interest expense (related to hedged inventory purchases) of $1 million and $2 million for the three months ended March 31, 2015 and 2014, respectively.

(3)

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

	Three Months Ended March 31,
	2015			2014
Segment profit	$	513		$	609
Unallocated general and administrative expenses	(1		)	(1		)
Depreciation and amortization	(108		)	(96		)
Interest expense, net	(104		)	(81		)
Other expense, net	(4		)	(2		)
Income before tax	296			429
Income tax expense	(34		)	(57		)
Net income	262			372
Net income attributable to noncontrolling interests	(231		)	(358		)
Net income attributable to PAGP	$	31		$	14

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Related Party Transactions

3 Months Ended

Mar. 31, 2015

Related Party Transactions

Related Party Transactions

Note 12—Related Party Transactions

See Note 15 to our Consolidated Financial Statements included in Part IV of our 2014 Annual Report on Form 10-K for a complete discussion of our related party transactions.

Transactions with Oxy

As of March 31, 2015, Oxy owned approximately 13% 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 months ended March 31, 2015 and 2014, we recognized sales and transportation revenues and purchased petroleum products from Oxy. These transactions were conducted at posted tariff rates or prices that we believe approximate market. See detail below (in millions):

	Three Months Ended March 31,
	2015		2014
Revenues	$	176	$	92

Purchases and related costs	$	104	$	259

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

	March 31,		December 31,
	2015		2014
Trade accounts receivable and other receivables	$	465	$	489

Accounts payable	$	410	$	441

- 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

Net Income Per Class A Share (Tables)

3 Months Ended

Mar. 31, 2015

Net Income Per Class A Share

Calculation 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 months ended March 31, 2015 and 2014 (in millions, except per share data):

	Three Months Ended March 31,
	2015		2014
Basic and Diluted Net Income per Class A Share
Net income attributable to PAGP	$	31	$	14
Basic and diluted weighted average Class A shares outstanding	212		135

Basic and diluted net income per Class A share	$	0.14	$	0.11

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

3 Months Ended

Mar. 31, 2015

Inventory, Linefill and Base Gas and Long-term Inventory

Schedule 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):

	March 31, 2015						December 31, 2014
	Volumes	Unit of Measure	Carrying Value		Price/ Unit (1)		Volumes	Unit of Measure	Carrying Value		Price/ Unit (1)
Inventory
Crude oil	15,351	barrels	$	686	$	44.69	6,465	barrels	$	304	$	47.02
NGL	7,277	barrels	154		$	21.16	13,553	barrels	454		$	33.50
Natural gas	10,965	Mcf	31		$	2.83	32,317	Mcf	102		$	3.16
Other	N/A		58		N/A		N/A		31		N/A
Inventory subtotal			929						891

Linefill and base gas
Crude oil	12,970	barrels	777		$	59.91	11,810	barrels	744		$	63.00
NGL	1,215	barrels	48		$	39.51	1,212	barrels	52		$	42.90
Natural gas	28,612	Mcf	135		$	4.72	28,612	Mcf	134		$	4.68
Linefill and base gas subtotal			960						930

Long-term inventory
Crude oil	2,646	barrels	117		$	44.22	2,582	barrels	136		$	52.67
NGL	1,681	barrels	32		$	19.04	1,681	barrels	50		$	29.74
Long-term inventory subtotal			149						186

Total			$	2,038					$	2,007

⁽¹⁾

Debt (Tables)

3 Months Ended

Mar. 31, 2015

Debt

Schedule of debt

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

	March 31,		December 31,
	2015		2014
SHORT-TERM DEBT
PAA commercial paper notes, bearing a weighted-average interest rate of 0.46% at December 31, 2014 (1)	$	—	$	734
PAA senior notes:
5.25% senior notes due June 2015	150		150
3.95% senior notes due September 2015	400		400
Other	3		3
Total short-term debt	553		1,287

LONG-TERM DEBT
PAA senior notes, net of unamortized discount of $17 and $18, respectively	8,758		8,757
Credit Facilities and Other:
AAP term loan, bearing a weighted-average interest rate of 1.8% and 1.8%, respectively	500		500
AAP senior secured revolving credit facility, bearing a weighted-average interest rate of 1.8% and 1.8%, respectively	59		36
Other	5		5
Total long-term debt	9,322		9,298
Total debt (2)	$	9,875	$	10,585

(1)

(2)

Partners' Capital and Distributions (Tables)

3 Months Ended

Mar. 31, 2015

Partners Capital and Distribution

Schedule of distributions

The following table details the distributions paid to Class A shareholders during or pertaining to the first three months of 2015 (in millions, except per share data):

		Distributions to		Distributions per
Date Declared	Distribution Date	Class A Shareholders		Class A Share
April 7, 2015	May 15, 2015 (1)	$	50	$	0.222
January 8, 2015	February 13, 2015	$	42	$	0.203

(1)

Payable to shareholders of record at the close of business on May 1, 2015 for the period January 1, 2015 through March 31, 2015.

Schedule of activity for Class A and Class B shares

The following table presents the activity for our Class A shares and Class B shares for the three months ended March 31, 2015:

	Class B Shares		Class A Shares
Balance at December 31, 2014	399,096,499		206,933,274
Shares (exchanged)/issued in connection with Exchange Right exercises	(15,819,735	)	15,819,735
Shares issued in connection with LTIP award vestings	—		20,800
Balance at March 31, 2015	383,276,764		222,773,809

PAA

Partners Capital and Distribution

Schedule of distributions

		Distributions to PAA’s Partners								Distributions
		Limited		AAP						per limited
Date Declared	Distribution Date	Partners		2%		Incentive		Total		partner unit
April 7, 2015	May 15, 2015 (1)	$	272	$	6	$	142	$	420	$	0.6850
January 8, 2015	February 13, 2015	$	254	$	5	$	131	$	390	$	0.6750

(1)

Payable to unitholders of record at the close of business on May 1, 2015 for the period January 1, 2015 through March 31, 2015.

AAP

Partners Capital and Distribution

Schedule of distributions

AAP Distributions. The following table details the distributions to AAP’s partners from distributions received from PAA paid during or pertaining to the first three months of 2015 (in millions):

						Distributions to AAP’s Partners
	Distributions Received		Cash					Noncontrolling
Distribution Date	by AAP from PAA		Reserves			Total		Interests		PAGP
May 15, 2015 (1)	$	148	$	(3	)	$	145	$	95	$	50
February 13, 2015	$	136	$	(3	)	$	133	$	91	$	42

(1)

Payable to unitholders of record at the close of business on May 1, 2015 for the period January 1, 2015 through March 31, 2015.

Derivatives and Risk Management Activities (Tables)

3 Months Ended

Mar. 31, 2015

Derivative disclosures

Impact of derivative activities recognized in earnings

A summary of the impact of our derivative activities recognized in earnings for the three months ended March 31, 2015 and 2014 is as follows (in millions):

	Three Months Ended March 31, 2015									Three Months Ended March 31, 2014
Location of gain/(loss)	Derivatives in Hedging Relationships (1)			Derivatives Not Designated as a Hedge			Total			Derivatives in Hedging Relationships (1)			Derivatives Not Designated as a Hedge			Total
Commodity Derivatives

Supply and Logistics segment revenues	$	7		$	(34	)	$	(27	)	$	(19	)	$	—		$	(19	)

Transportation segment revenues	—			2			2			—			—			—

Field operating costs	—			(4		)	(4		)	—			(1		)	(1		)

Interest Rate Derivatives

Interest expense	(1		)	—			(1		)	(1		)	—			(1		)

Foreign Currency Derivatives

Supply and Logistics segment revenues	—			(17		)	(17		)	—			(9		)	(9		)

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	6		$	(53	)	$	(47	)	$	(20	)	$	(10	)	$	(30	)

(1)

Represents gains/(losses) on cash flow hedges reclassified from AOCI to income during the period.

Summary of derivative assets and liabilities on condensed consolidated balance sheet on a gross basis

The following table summarizes the derivative assets and liabilities on our Condensed Consolidated Balance Sheet on a gross basis as of March 31, 2015 (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	$	18	Other long-term liabilities and deferred credits	$	(2	)
	Other long-term liabilities and deferred credits	3

Interest rate derivatives				Other current liabilities	(64		)
				Other long-term liabilities and deferred credits	(80		)
Total derivatives designated as hedging instruments		$	21		$	(146	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	205	Other current assets	$	(47	)
	Other long-term assets, net	18		Other current liabilities	(40		)
	Other long-term liabilities and deferred credits	2		Other long-term liabilities and deferred credits	(13		)

Foreign currency derivatives				Other current liabilities	(4		)
Total derivatives not designated as hedging instruments		$	225		$	(104	)

Total derivatives		$	246		$	(250	)

The following table summarizes the derivative assets and liabilities on our Condensed Consolidated Balance Sheet on a gross basis as of December 31, 2014 (in millions):

	Asset Derivatives			Liability Derivatives
	Balance Sheet	Fair		Balance Sheet	Fair
	Location	Value		Location	Value
Derivatives designated as hedging instruments:
Commodity derivatives	Other current assets	$	23	Other current assets	$	(12	)
	Other long-term assets, net	8		Other long-term assets, net	(1		)

Interest rate derivatives				Other current liabilities	(44		)
				Other long-term liabilities and deferred credits	(26		)
Total derivatives designated as hedging instruments		$	31		$	(83	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	439	Other current assets	$	(246	)
	Other long-term assets, net	23		Other long-term assets, net	(3		)
				Other current liabilities	(35		)
				Other long-term liabilities and deferred credits	(5		)

Foreign currency derivatives				Other current liabilities	(12		)
Total derivatives not designated as hedging instruments		$	462		$	(301	)

Total derivatives		$	493		$	(384	)

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

	March 31, 2015						December 31, 2014
	Derivative			Derivative			Derivative			Derivative
	Asset Positions			Liability Positions			Asset Positions			Liability Positions
Netting Adjustments:
Gross position - asset/(liability)	$	246		$	(250	)	$	493		$	(384	)
Netting adjustment	(52		)	52			(262		)	262
Cash collateral paid/(received)	(112		)	—			(133		)	—
Net position - asset/(liability)	$	82		$	(198	)	$	98		$	(122	)

Balance Sheet Location After Netting Adjustments:
Other current assets	$	64		$	—		$	71		$	—
Other long-term assets, net	18			—			27			—
Other current liabilities	—			(108		)	—			(91		)
Other long-term liabilities and deferred credits	—			(90		)	—			(31		)
	$	82		$	(198	)	$	98		$	(122	)

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 months ended March 31, 2015 and 2014 was as follows (in millions):

	Three Months Ended
	March 31,
	2015			2014
Commodity derivatives, net	$	3		$	(12	)
Interest rate derivatives, net	(75		)	(20		)
Total	$	(72	)	$	(32	)

Schedule of derivative financial assets and liabilities by level within the fair value hierarchy accounted for at fair value on a recurring basis

	Fair Value as of March 31, 2015										Fair Value as of December 31, 2014
Recurring Fair Value Measures (1)	Level 1		Level 2			Level 3		Total			Level 1			Level 2			Level 3		Total
Commodity derivatives	$	16	$	123		$	5	$	144		$	(85	)	$	261		$	15	$	191
Interest rate derivatives	—		(144		)	—		(144		)	—			(70		)	—		(70		)
Foreign currency derivatives	—		(4		)	—		(4		)	—			(12		)	—		(12		)
Total net derivative asset/(liability)	$	16	$	(25	)	$	5	$	(4	)	$	(85	)	$	179		$	15	$	109

(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

	Three Months Ended
	March 31,
	2015			2014
Beginning Balance	$	15		$	(3	)
Total gains/(losses) for the period:
Settlements	(12		)	3
Derivatives entered into during the period	2			1
Ending Balance	$	5		$	1

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

Interest Rate Swaps

Derivative disclosures

Schedule of terms of forward starting interest rate swaps

The following table summarizes the terms of our forward starting interest rate swaps as of March 31, 2015 (notional amounts in millions):

Hedged Transaction

Number and Types of
Derivatives Employed

Notional
Amount

Expected
Termination Date

Average Rate
Locked

Accounting
Treatment

Anticipated PAA debt offering

10 forward starting swaps (30-year)

250

6/15/2015

3.60%

Cash flow hedge

Anticipated PAA debt offering

8 forward starting swaps (30-year)

200

6/15/2016

3.06%

Cash flow hedge

Anticipated PAA debt offering

8 forward starting swaps (30-year)

200

6/15/2017

3.14%

Cash flow hedge

Anticipated PAA debt offering

8 forward starting swaps (30-year)

200

6/15/2018

3.20%

Cash flow hedge

Anticipated PAA debt offering

8 forward starting swaps (30-year)

200

6/14/2019

2.83%

Cash flow hedge

Foreign Currency Derivatives

Derivative disclosures

Open forward exchange contracts

The following table summarizes our open forward exchange contracts as of March 31, 2015 (in millions):

		USD		CAD		Average Exchange Rate USD to CAD
Forward exchange contracts that exchange CAD for USD:
	2015	$	147	$	187	$1.00 - $1.27
	2016	5		7		$1.00 - $1.27
		$	152	$	194

Forward exchange contracts that exchange USD for CAD:
	2015	$	181	$	225	$1.00 - $1.24
	2016	5		7		$1.00 - $1.27
		$	186	$	232

Equity-Indexed Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2015

Summary of activity for awards under the PAGP LTIP

Activity for awards under the PAGP LTIP is summarized in the following table (shares in millions):

		Weighted Average
		Grant Date
	PAGP Shares	Fair Value per Share
Outstanding at December 31, 2014	0.1	$	27.84
Granted (1)	—	$	27.84
Vested (2)	—	$	27.84
Outstanding at March 31, 2015	0.1	$	27.84

(1)

During the three months ended March 31, 2015, less than 0.1 million PAGP LTIP awards were issued under the automatic re-grant feature for awards issued to PAGP directors.

(2)

During the three months ended March 31, 2015, less than 0.1 million PAGP LTIP awards were settled in shares.

Summary of expense recognized and the value of vested LTIP awards under equity-indexed compensation plans

	Three Months Ended March 31,
	2015		2014
Equity-indexed compensation expense (1)	$	19	$	34
LTIP unit or share-settled vestings (2)	$	1	$	5
LTIP cash-settled vestings (3)	$	—	$	1
DER cash payments (4)	$	2	$	2

(1)

For each of the three months ended March 31, 2015 and 2014, amount includes less than $1 million of expense related to PAGP LTIP awards.

(2)

For the three months ended March 31, 2015, amount relates to awards settled in PAGP shares and for the three months ended March 31, 2014, amount relates to awards settled in PAA common units.

(3)

(4)

PAA LTIP

Summary of activity for equity-indexed compensation plans

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

			Weighted Average
			Grant Date
	Units (1)		Fair Value per Unit
Outstanding at December 31, 2014	7.3		$	41.45
Granted	1.1		$	39.99
Vested (2)	—		$	40.23
Cancelled or forfeited	(0.1	)	$	39.69
Outstanding at March 31, 2015	8.3		$	41.26

(1)

Amounts do not include AAP Management Units.

(2)

During the three months ended March 31, 2015, less than 0.1 million PAA LTIP awards were settled in cash.

AAP Management Units

Summary of activity for equity-indexed compensation plans

Activity for AAP Management Units is summarized in the following table (in millions):

	Reserved for Future Grants	Outstanding	Outstanding Units Earned	Grant Date Fair Value of Outstanding AAP Management Units (1)
Balance at December 31, 2014	3.0	49.1	47.8	$	64
Earned	N/A	N/A	0.3	N/A
Balance at March 31, 2015	3.0	49.1	48.1	$	64

(1)

Operating Segments (Tables)

3 Months Ended

Mar. 31, 2015

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 March 31, 2015
Revenues:
External Customers	$	185	$	125	$	5,632	$	5,942
Intersegment (1)	215		132		2		349
Total revenues of reportable segments	$	400	$	257	$	5,634	$	6,291
Equity earnings in unconsolidated entities	$	37	$	—	$	—	$	37
Segment profit (2) (3)	$	241	$	142	$	130	$	513
Maintenance capital	$	33	$	15	$	2	$	50

	Transportation		Facilities		Supply and Logistics		Total
Three Months Ended March 31, 2014
Revenues:
External Customers	$	181	$	157	$	11,346	$	11,684
Intersegment (1)	206		142		22		370
Total revenues of reportable segments	$	387	$	299	$	11,368	$	12,054
Equity earnings in unconsolidated entities	$	20	$	—	$	—	$	20
Segment profit (2) (3)	$	206	$	154	$	249	$	609
Maintenance capital	$	34	$	10	$	2	$	46

(1)

(2)

Supply and Logistics segment profit includes interest expense (related to hedged inventory purchases) of $1 million and $2 million for the three months ended March 31, 2015 and 2014, respectively.

(3)

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

	Three Months Ended March 31,
	2015			2014
Segment profit	$	513		$	609
Unallocated general and administrative expenses	(1		)	(1		)
Depreciation and amortization	(108		)	(96		)
Interest expense, net	(104		)	(81		)
Other expense, net	(4		)	(2		)
Income before tax	296			429
Income tax expense	(34		)	(57		)
Net income	262			372
Net income attributable to noncontrolling interests	(231		)	(358		)
Net income attributable to PAGP	$	31		$	14

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 March 31,
	2015			2014
Segment profit	$	513		$	609
Unallocated general and administrative expenses	(1		)	(1		)
Depreciation and amortization	(108		)	(96		)
Interest expense, net	(104		)	(81		)
Other expense, net	(4		)	(2		)
Income before tax	296			429
Income tax expense	(34		)	(57		)
Net income	262			372
Net income attributable to noncontrolling interests	(231		)	(358		)
Net income attributable to PAGP	$	31		$	14

Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2015

Oxy

Related party transaction

Schedule of related party transactions

These transactions were conducted at posted tariff rates or prices that we believe approximate market. See detail below (in millions):

	Three Months Ended March 31,
	2015		2014
Revenues	$	176	$	92

Purchases and related costs	$	104	$	259

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

	March 31,		December 31,
	2015		2014
Trade accounts receivable and other receivables	$	465	$	489

Accounts payable	$	410	$	441

Organization and Basis of Consolidaton and Presentation (Details)	3 Months Ended
	Mar. 31, 2015 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 (as a percent)	37.00%
Consolidated subsidiary, ownership interest held by the parent (in units) \| shares	222,773,809
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%

Net Income Per Class A Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Basic and Diluted Net Income per Class A Share
Net income attributable to PAGP	$ 31	$ 14
Basic and diluted weighted average Class A shares outstanding	212.0	135.0
Basic and diluted net income per Class A share	$ 0.14	$ 0.11
Maximum
Basic and diluted earnings per share
Effect of dilutive securities: Weighted average LTIP 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

Accounts Receivable (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
Accounts Receivable (Details) - USD ($) $ in Millions	Mar. 31, 2015	Dec. 31, 2014
Accounts Receivable
Advance cash payments received from third parties to mitigate credit risk	$ 130	$ 180
Standby letters of credit	$ 12	$ 198
Substantially all accounts receivable, net, maximum age of balances past their scheduled invoice date	30 days	30 days
Allowance for doubtful accounts receivable	$ 4	$ 4

Inventory, Linefill and Base Gas and Long-term Inventory (Details) bbl in Thousands, Mcf in Thousands, $ in Millions	3 Months Ended
	Mar. 31, 2015 USD ($) $ / bbl $ / Mcf Mcf bbl	Mar. 31, 2014 USD ($)	Dec. 31, 2014 USD ($) $ / bbl $ / Mcf Mcf bbl
Inventory by category
Inventory	$ 929		$ 891
Linefill and base gas	960		930
Long-term inventory	149		186
Total	2,038		2,007
Inventory-related disclosures
Charge related to the write-down of inventory	24	$ 37
Crude oil
Inventory by category
Inventory	686		304
Linefill and base gas	777		744
Long-term inventory	$ 117		$ 136
Inventory, Volumes (in barrels or in Mcf) \| bbl	15,351		6,465
Linefill and base gas, Volumes (in barrels or in Mcf) \| bbl	12,970		11,810
Long-term inventory, Volumes (in barrels or in Mcf) \| bbl	2,646		2,582
Inventory, Price/Unit of measure (in dollars per unit) \| $ / bbl	44.69		47.02
Linefill and base gas, Price/Unit of measure (in dollars per unit) \| $ / bbl	59.91		63.00
Long-term inventory, Price/Unit of measure (in dollars per unit) \| $ / bbl	44.22		52.67
NGL
Inventory by category
Inventory	$ 154		$ 454
Linefill and base gas	48		52
Long-term inventory	$ 32		$ 50
Inventory, Volumes (in barrels or in Mcf) \| bbl	7,277		13,553
Linefill and base gas, Volumes (in barrels or in Mcf) \| bbl	1,215		1,212
Long-term inventory, Volumes (in barrels or in Mcf) \| bbl	1,681		1,681
Inventory, Price/Unit of measure (in dollars per unit) \| $ / bbl	21.16		33.50
Linefill and base gas, Price/Unit of measure (in dollars per unit) \| $ / bbl	39.51		42.90
Long-term inventory, Price/Unit of measure (in dollars per unit) \| $ / bbl	19.04		29.74
Natural gas
Inventory by category
Inventory	$ 31		$ 102
Linefill and base gas	$ 135		$ 134
Inventory, Volumes (in barrels or in Mcf) \| Mcf	10,965		32,317
Linefill and base gas, Volumes (in barrels or in Mcf) \| Mcf	28,612		28,612
Inventory, Price/Unit of measure (in dollars per unit) \| $ / Mcf	2.83		3.16
Linefill and base gas, Price/Unit of measure (in dollars per unit) \| $ / Mcf	4.72		4.68
Other
Inventory by category
Inventory	$ 58		$ 31

Debt (Details) - USD ($) $ in Millions	12 Months Ended
Debt (Details) - USD ($) $ in Millions	Dec. 31, 2014	Mar. 31, 2015
Short-term debt:
Other short-term debt	$ 3	$ 3
Total short-term debt	1,287	553
Long-term debt:
PAA senior notes, net of unamortized discount of $17 and $18, respectively	8,757	8,758
Unamortized discount	18	17
Long-term debt, other	5	5
Total long-term debt	9,298	9,322
Total debt	10,585	9,875
PAA commercial paper program
Short-term debt:
PAA commercial paper notes, bearing a weighted-average interest rate of 0.46% at December 31, 2014	$ 734
Repayment period	1 year
Weighted average interest rate, short-term (as a percent)	0.46%
5.25% senior notes due June 2015
Short-term debt:
Senior notes, current	$ 150	$ 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	$ 400
Debt instrument, interest rate (as a percent)	3.95%	3.95%
AAP term loan
Long-term debt:
AAP term loan, bearing a weighted-average interest rate of 1.8% and 1.8%, respectively	$ 500	$ 500
Weighted average interest rate, long-term (as a percent)	1.80%	1.80%
AAP senior secured revolving credit facility
Long-term debt:
AAP senior secured revolving credit facility, bearing a weighted-average interest rate of 1.8% and 1.8%, respectively	$ 36	$ 59
Weighted average interest rate, long-term (as a percent)	1.80%	1.80%

Debt (Details 2) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
Debt (Details 2) - USD ($) $ in Millions	Jan. 31, 2015	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Letters of credit
Debt
Outstanding letters of credit		$ 83		$ 87
PAA senior unsecured 364-day revolving credit facility
Debt
Expiration period for credit facility	364 days
Borrowing capacity	$ 1,000	$ 1,000
Basis Variable interest rate used		Eurocurrency Rate or the Base Rate
Credit agreements and PAA commercial paper program
Debt
Total borrowings		$ 7,000	$ 19,200
Total repayments		7,700	$ 19,300
PAA senior notes
Debt
Debt instrument face value		9,300		9,300
PAA senior notes \| Level 2
Debt
Debt instrument fair value		$ 10,000		$ 9,900

Partners' Capital and Distributions (Details) - Class A Shares - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	May 15, 2015	Feb. 13, 2015	Mar. 31, 2015
First quarter 2015 distribution \| Subsequent Event
Partners Capital and Distribution
Date Declared			Apr. 07, 2015
Distribution Date			May 15, 2015
Distributions to Class A shareholders	$ 50
Distribution per Class A share	$ 0.222
Shareholders of record, date			May 01, 2015
Fourth quarter 2014 distribution
Partners Capital and Distribution
Date Declared			Jan. 08, 2015
Distribution Date			Feb. 13, 2015
Distributions to Class A shareholders		$ 42
Distribution per Class A share		$ 0.203

Partners' Capital and Distributions (Details 2)	3 Months Ended
Partners' Capital and Distributions (Details 2)	Mar. 31, 2015 shares
Class B Shares
Partners Capital and Distribution
Balance, beginning of period (in shares)	399,096,499
Shares exchanged in connection with Exchange Right exercises	(15,819,735)
Balance, end of period (in shares)	383,276,764
Class A Shares
Partners Capital and Distribution
Balance, beginning of period (in shares)	206,933,274
Shares issued in connection with Exchange Right exercises	15,819,735
Shares issued in connection with LTIP award vestings	20,800
Balance, end of period (in shares)	222,773,809
Class A Shares \| AAP units
Partners Capital and Distribution
AAP unit exchange ratio to Class A shares	1

Partners' Capital and Distributions (Detail 3) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	May 15, 2015	Feb. 13, 2015	Mar. 31, 2015	Mar. 31, 2014
Partners Capital and Distribution
Total distributions paid during the period			$ 388	$ 326
PAA
Partners Capital and Distribution
Noncontrolling interests in subsidiaries (as a percent)			98.00%
Percentage of distribution amount to the general partner before incentive distributions			2.00%
PAA \| Fourth quarter 2014 distribution
Partners Capital and Distribution
Declaration date of quarterly distribution			Jan. 08, 2015
Distribution Date			Feb. 13, 2015
Distributions paid to limited partners		$ 254
Distributions to AAP - 2%		5
Distributions to AAP - Incentive		131
Total distributions paid during the period		$ 390
Distribution per limited partner unit		$ 0.6750
PAA \| Subsequent Event \| First quarter 2015 distribution
Partners Capital and Distribution
Declaration date of quarterly distribution			Apr. 07, 2015
Distribution Date			May 15, 2015
Unitholders of record, date			May 01, 2015
Distributions paid to limited partners	$ 272
Distributions to AAP - 2%	6
Distributions to AAP - Incentive	142
Total distributions paid during the period	$ 420
Distribution per limited partner unit	$ 0.6850
AAP
Partners Capital and Distribution
Noncontrolling interests in subsidiaries (as a percent)			63.00%
AAP \| Fourth quarter 2014 distribution
Partners Capital and Distribution
Distribution Date			Feb. 13, 2015
Distributions received by AAP from PAA		$ 136
Cash Reserves		(3)
Distributions paid to limited partners		133
Distributions to noncontrolling interests		91
Distributions to PAGP		$ 42
AAP \| Subsequent Event \| First quarter 2015 distribution
Partners Capital and Distribution
Distribution Date			May 15, 2015
Unitholders of record, date			May 01, 2015
Distributions received by AAP from PAA	$ 148
Cash Reserves	(3)
Distributions paid to limited partners	145
Distributions to noncontrolling interests	95
Distributions to PAGP	$ 50
SLC Pipeline LLC
Partners Capital and Distribution
Noncontrolling interests in subsidiaries (as a percent)			25.00%
Distributions to noncontrolling interests			$ 1

Partners' Capital and Distributions (Details 4) - PAA - USD ($) shares in Millions, $ in Millions	1 Months Ended	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2015
PAA Continuous Offering Program
Partners Capital and Distribution
Units Issued (in units)		1.1
Net Proceeds		$ 58
PAA Underwritten Offering
Partners Capital and Distribution
Units Issued (in units)	21.0
Net Proceeds	$ 1,000

Derivatives and Risk Management Activities (Details) bbl in Millions, Mcf in Millions, MWh in Millions	3 Months Ended
	Mar. 31, 2015 bbl / d MWh Mcf bbl
Net long position associated with crude oil purchases
Commodity Price Risk Hedging:
Average derivative positions notional amount per day (in barrels) \| bbl / d	233,600
Derivative position notional amount (in barrels or Mcf)	7.0
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	18,200
Derivative position notional amount (in barrels or Mcf)	7.2
Crude oil grade spread positions
Commodity Price Risk Hedging:
Average derivative positions notional amount per day (in barrels) \| bbl / d	37,500
Derivative position notional amount (in barrels or Mcf)	9.1
Net short position related to anticipated sales of natural gas inventory and base gas requirements
Commodity Price Risk Hedging:
Derivative position notional amount (in barrels or Mcf) \| Mcf	6.8
Net short position related to anticipated purchases and sales of crude oil, NGL and refined products inventory
Commodity Price Risk Hedging:
Derivative position notional amount (in barrels or Mcf)	16.8
Long natural gas position for natural gas purchases
Commodity Price Risk Hedging:
Derivative position notional amount (in barrels or Mcf) \| Mcf	18.1
Short propane position related to subsequent sale of products
Commodity Price Risk Hedging:
Derivative position notional amount (in barrels or Mcf)	3.5
Short butane position related to subsequent sale of products
Commodity Price Risk Hedging:
Derivative position notional amount (in barrels or Mcf)	1.0
Short WTI position related to subsequent sale of products
Commodity Price Risk Hedging:
Derivative position notional amount (in barrels or Mcf)	0.4
Long power position for power supply requirements
Commodity Price Risk Hedging:
Derivative position notional amount (in megawatt hours) \| MWh	0.4

Derivatives and Risk Management Activities (Details 2) $ in Millions	Mar. 31, 2015 USD ($) contract	Dec. 31, 2014 USD ($)	Mar. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Interest Rate Risk Hedging
Net deferred gains/(losses) from interest rate risk hedging included in AOCI	$ (843)	$ (467)	$ (233)	$ (97)
Interest Rate Derivatives
Interest Rate Risk Hedging
Net deferred gains/(losses) from interest rate risk hedging included in AOCI	$ (234)
10 forward starting interest rate swaps (30-year) \| 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%
8 forward starting interest rate swaps (30-year), one \| Cash flow hedge
Interest Rate Risk Hedging
Number of interest rate derivatives (in contracts) \| contract	8
Notional amount of derivatives	$ 200
Rate of fixed interest to be received on interest rate swap (as a percent)	3.06%
8 forward starting interest rate swaps (30-year), two \| Cash flow hedge
Interest Rate Risk Hedging
Number of interest rate derivatives (in contracts) \| contract	8
Notional amount of derivatives	$ 200
Rate of fixed interest to be received on interest rate swap (as a percent)	3.14%
8 forward starting interest rate swaps (30-year), three \| Cash flow hedge
Interest Rate Risk Hedging
Number of interest rate derivatives (in contracts) \| contract	8
Notional amount of derivatives	$ 200
Rate of fixed interest to be received on interest rate swap (as a percent)	3.20%
8 forward starting interest rate swaps (30-year), four \| Cash flow hedge
Interest Rate Risk Hedging
Number of interest rate derivatives (in contracts) \| contract	8
Notional amount of derivatives	$ 200
Rate of fixed interest to be received on interest rate swap (as a percent)	2.83%

Derivatives and Risk Management Activities (Details 3) $ in Millions, $ in Millions	Mar. 31, 2015 USD ($) $ / $	Mar. 31, 2015 CAD ($) $ / $
Forward exchange contracts that exchange CAD for USD at the rate USD 1.00 to CAD 1.27 maturing in 2015
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 147	$ 187
Average exchange rate	1.27	1.27
Forward exchange contracts that exchange CAD for USD at the rate USD 1.00 to CAD 1.27 maturing in 2016
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 5	$ 7
Average exchange rate	1.27	1.27
Forward exchange contracts that exchange CAD for USD
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 152	$ 194
Forward exchange contracts that exchange USD for CAD at the rate USD 1.00 to CAD 1.24 maturing in 2015
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 181	$ 225
Average exchange rate	1.24	1.24
Forward exchange contracts that exchange USD for CAD at the rate USD 1.00 to CAD 1.27 maturing in 2016
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 5	$ 7
Average exchange rate	1.27	1.27
Forward exchange contracts that exchange USD for CAD
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 186	$ 232

Derivatives and Risk Management Activities (Details 4) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Impact of derivative activities recognized in earnings
Total	$ (47)	$ (30)
Commodity Derivatives \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Total	(27)	(19)
Commodity Derivatives \| Transportation segment revenues
Impact of derivative activities recognized in earnings
Total	2
Commodity Derivatives \| Field operating costs
Impact of derivative activities recognized in earnings
Total	(4)	(1)
Interest Rate Derivatives \| Interest expense
Impact of derivative activities recognized in earnings
Total	(1)	(1)
Foreign Currency Derivatives \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Total	(17)	(9)
Derivatives designated as hedging instruments \| Cash flow hedge
Impact of derivative activities recognized in earnings
Gain/(loss) reclassified from AOCI into income	6	(20)
Derivatives designated as hedging instruments \| Commodity Derivatives \| Cash flow hedge \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Gain/(loss) reclassified from AOCI into income	7	(19)
Derivatives designated as hedging instruments \| Interest Rate Derivatives \| Cash flow hedge \| Interest expense
Impact of derivative activities recognized in earnings
Gain/(loss) reclassified from AOCI into income	(1)	(1)
Derivatives not designated as hedging instruments
Impact of derivative activities recognized in earnings
Total	(53)	(10)
Derivatives not designated as hedging instruments \| Commodity Derivatives \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Total	(34)
Derivatives not designated as hedging instruments \| Commodity Derivatives \| Transportation segment revenues
Impact of derivative activities recognized in earnings
Total	2
Derivatives not designated as hedging instruments \| Commodity Derivatives \| Field operating costs
Impact of derivative activities recognized in earnings
Total	(4)	(1)
Derivatives not designated as hedging instruments \| Foreign Currency Derivatives \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Total	$ (17)	$ (9)

Derivatives and Risk Management Activities (Details 5) $ in Millions	3 Months Ended
	Mar. 31, 2015 USD ($) contract	Mar. 31, 2014 USD ($)	Dec. 31, 2014 USD ($) contract
Derivatives disclosures
Asset Derivatives Fair Value	$ 246		$ 493
Liability Derivatives Fair Value	(250)		(384)
Broker payable	112		133
Initial margin	61		126
Variation margin posted/(returned)	(173)		$ (259)
Net gain/(loss) deferred in AOCI	(237)
Net gain/(loss) expected to be reclassified to earnings in next 12 months	9
Gain/(loss) expected to be reclassified to earnings through 2049	(246)
Net deferred gain/(loss) recognized in AOCI on derivatives	$ (72)	$ (32)
Number of outstanding derivatives containing credit-risk related contingent features \| contract	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	$ 3	(12)
Interest Rate Derivatives
Derivatives disclosures
Net deferred gain/(loss) recognized in AOCI on derivatives	(75)	$ (20)
Derivatives designated as hedging instruments
Derivatives disclosures
Asset Derivatives Fair Value	21		$ 31
Liability Derivatives Fair Value	(146)		(83)
Derivatives designated as hedging instruments \| Commodity Derivatives \| Other current assets
Derivatives disclosures
Asset Derivatives Fair Value	18		23
Liability Derivatives Fair Value			(12)
Derivatives designated as hedging instruments \| Commodity Derivatives \| Other long-term assets, net
Derivatives disclosures
Asset Derivatives Fair Value			8
Liability Derivatives Fair Value			(1)
Derivatives designated as hedging instruments \| Commodity Derivatives \| Other long-term liabilities and deferred credits
Derivatives disclosures
Asset Derivatives Fair Value	3
Liability Derivatives Fair Value	(2)
Derivatives designated as hedging instruments \| Interest Rate Derivatives \| Other current liabilities
Derivatives disclosures
Liability Derivatives Fair Value	(64)		(44)
Derivatives designated as hedging instruments \| Interest Rate Derivatives \| Other long-term liabilities and deferred credits
Derivatives disclosures
Liability Derivatives Fair Value	(80)		(26)
Derivatives not designated as hedging instruments
Derivatives disclosures
Asset Derivatives Fair Value	225		462
Liability Derivatives Fair Value	(104)		(301)
Derivatives not designated as hedging instruments \| Commodity Derivatives \| Other current assets
Derivatives disclosures
Asset Derivatives Fair Value	205		439
Liability Derivatives Fair Value	(47)		(246)
Derivatives not designated as hedging instruments \| Commodity Derivatives \| Other long-term assets, net
Derivatives disclosures
Asset Derivatives Fair Value	18		23
Liability Derivatives Fair Value			(3)
Derivatives not designated as hedging instruments \| Commodity Derivatives \| Other current liabilities
Derivatives disclosures
Liability Derivatives Fair Value	(40)		(35)
Derivatives not designated as hedging instruments \| Commodity Derivatives \| Other long-term liabilities and deferred credits
Derivatives disclosures
Asset Derivatives Fair Value	2
Liability Derivatives Fair Value	(13)		(5)
Derivatives not designated as hedging instruments \| Foreign Currency Derivatives \| Other current liabilities
Derivatives disclosures
Liability Derivatives Fair Value	$ (4)		$ (12)

Derivatives and Risk Management Activities (Details 6) - USD ($) $ in Millions	Mar. 31, 2015	Dec. 31, 2014
Derivative Asset Positions
Gross Position - Asset	$ 246	$ 493
Netting Adjustment	(52)	(262)
Cash collateral received	(112)	(133)
Net Position - Asset	82	98
Derivative Liability Positions
Gross Position - Liability	(250)	(384)
Netting Adjustment	52	262
Net Position - Liability	(198)	(122)
Other current assets
Derivative Asset Positions
Net Position - Asset	64	71
Other long-term assets, net
Derivative Asset Positions
Net Position - Asset	18	27
Other current liabilities
Derivative Liability Positions
Net Position - Liability	(108)	(91)
Other long-term liabilities and deferred credits
Derivative Liability Positions
Net Position - Liability	$ (90)	$ (31)

Derivatives and Risk Management Activities (Details 7) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Level 3
Rollforward of Level 3 Net Asset/(Liability)
Beginning Balance	$ 15	$ (3)
Total gains/(losses) for the period:
Settlements	(12)	3
Derivatives entered into during the period	2	1
Ending Balance	5	1
Change in unrealized gains/(losses) included in earnings relating to Level 3 derivatives still held at the end of the period	2	$ 1
Recurring Fair Value Measures
Recurring Fair Value Measures
Net derivative asset/(liability)	(4)		$ 109
Recurring Fair Value Measures \| Commodity Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	144		191
Recurring Fair Value Measures \| Interest Rate Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	(144)		(70)
Recurring Fair Value Measures \| Foreign Currency Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	(4)		(12)
Recurring Fair Value Measures \| Level 1
Recurring Fair Value Measures
Net derivative asset/(liability)	16		(85)
Recurring Fair Value Measures \| Level 1 \| Commodity Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	16		(85)
Recurring Fair Value Measures \| Level 2
Recurring Fair Value Measures
Net derivative asset/(liability)	(25)		179
Recurring Fair Value Measures \| Level 2 \| Commodity Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	123		261
Recurring Fair Value Measures \| Level 2 \| Interest Rate Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	(144)		(70)
Recurring Fair Value Measures \| Level 2 \| Foreign Currency Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	(4)		(12)
Recurring Fair Value Measures \| Level 3
Recurring Fair Value Measures
Net derivative asset/(liability)	5		15
Recurring Fair Value Measures \| Level 3 \| Commodity Derivatives
Recurring Fair Value Measures
Net derivative asset/(liability)	$ 5		$ 15

Equity-Indexed Compensation Plans (Details) shares in Millions	3 Months Ended
	Mar. 31, 2015 $ / shares shares
PAGP LTIP
Outstanding (in shares or units)
Outstanding at beginning of period (in shares or units) \| shares	0.1
Outstanding at end of period (in shares or units) \| shares	0.1
Weighted Average Grant Date Fair Value per share or unit
Outstanding at beginning of period (in dollars per share or unit) \| $ / shares	$ 27.84
Granted (in dollars per share or unit) \| $ / shares	27.84
Vested (in dollars per share or unit) \| $ / shares	27.84
Outstanding at end of period (in dollars per share or unit) \| $ / shares	$ 27.84
PAGP LTIP \| Maximum
Outstanding (in shares or units)
Granted (in shares or units) \| shares	0.1
Vested awards settled in shares \| shares	0.1
PAA LTIP
Outstanding (in shares or units)
Outstanding at beginning of period (in shares or units) \| shares	7.3
Granted (in shares or units) \| shares	1.1
Cancelled or forfeited (in shares or units) \| shares	(0.1)
Outstanding at end of period (in shares or units) \| shares	8.3
Weighted Average Grant Date Fair Value per share or unit
Outstanding at beginning of period (in dollars per share or unit) \| $ / shares	$ 41.45
Granted (in dollars per share or unit) \| $ / shares	39.99
Vested (in dollars per share or unit) \| $ / shares	40.23
Cancelled or forfeited (in dollars per share or unit) \| $ / shares	39.69
Outstanding at end of period (in dollars per share or unit) \| $ / shares	$ 41.26
PAA LTIP \| Maximum
Weighted Average Grant Date Fair Value per share or unit
Vested awards settled in cash (in units) \| shares	0.1

Equity-Indexed Compensation Plans (Details 2) - USD ($) shares in Millions, $ in Millions	3 Months Ended		92 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Mar. 31, 2015
Grant Date Fair Value of Outstanding AAP Management Units:
Equity-indexed compensation expense	$ 19	$ 34
AAP Management Units
Reserved for Future Grants
Reserved for future grants, beginning balance (in units)	3.0
Reserved for future grants, ending balance (in units)	3.0		3.0
Outstanding
Outstanding at the beginning of the period (in units)	49.1
Outstanding at the ending of the period (in units)	49.1		49.1
Outstanding Units Earned
Outstanding Units Earned, beginning balance (in units)	47.8
Earned (in units)	0.3
Outstanding Units Earned, end balance (in units)	48.1		48.1
Grant Date Fair Value of Outstanding AAP Management Units:
Grant Date Fair Value of Outstanding AAP Management Units, beginning balance	$ 64
Grant Date Fair Value of Outstanding AAP Management Units, ending balance	64		$ 64
Equity-indexed compensation expense	$ 1		$ 56

Equity-Indexed Compensation Plans (Detail 3) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Other Consolidated Equity-Indexed Compensation Information
Equity-indexed compensation expense	$ 19	$ 34
LTIP unit or share-settled vestings	1	5
LTIP cash-settled vestings		1
DER cash payments	2	2
PAGP LTIP
Other Consolidated Equity-Indexed Compensation Information
LTIP cash-settled vestings	0	0
DER cash payments		0
PAGP LTIP \| Maximum
Other Consolidated Equity-Indexed Compensation Information
Equity-indexed compensation expense	1	$ 1
DER cash payments	1
PAA LTIP \| Maximum
Other Consolidated Equity-Indexed Compensation Information
LTIP cash-settled vestings	$ 1

Commitments and Contingencies (Details) $ in Millions		1 Months Ended	2 Months Ended	3 Months Ended	23 Months Ended	26 Months Ended
Commitments and Contingencies (Details) $ in Millions	Jan. 15, 2015 item	Feb. 28, 2013 bbl	Jun. 30, 2013 item bbl	Mar. 31, 2015 USD ($)	Mar. 31, 2015 USD ($)	Mar. 31, 2015 USD ($)	Apr. 30, 2015 USD ($) item	Feb. 28, 2015 CAD ($)	Dec. 31, 2014 USD ($)
Environmental
Estimated undiscounted reserve for environmental liabilities				$ 75	$ 75	$ 75			$ 82
Estimated undiscounted reserve for environmental liabilities, short-term				11	11	11			13
Estimated undiscounted reserve for environmental liabilities, long-term				64	64	64			69
Amounts probable of recovery under insurance and from third parties under indemnification agreements				$ 7	7	7			$ 8
Minimum
Environmental
Actual cash expenditures for environmental liabilities, period paid				3 years
PMC \| National Energy Board Audit
Environmental
Number of conditions imposed related to regulatory compliance \| item	6
Charges, fines or penalties assessed								$ 76,000
Bay Springs Pipeline Release
Environmental
Estimated size of release (in barrels) \| bbl		120
Total cost to clean up and remediate the site						6
Kemp River Pipeline Release
Environmental
Number of events occurred \| item			2
Estimated size of release (in barrels) \| bbl			700
Total estimated cost to clean up and remediate the site				$ 15	15	15
Cost incurred, to date, to clean up and remediate the site					9
Kemp River Pipeline Release \| PMC
Environmental
Charges, fines or penalties assessed				$ 0	$ 0	$ 0
In the Matter of Bakersfield Crude Terminal LLC et al \| Subsequent Event
Environmental
Number of alleged rule violations \| item							10
Charges, fines or penalties assessed							$ 0

Operating Segments (Details) $ in Millions	3 Months Ended
Operating Segments (Details) $ in Millions	Mar. 31, 2015 USD ($) segment	Mar. 31, 2014 USD ($)
Operating Segments
Operating segments number \| segment	3
Revenues:
Revenues	$ 5,942	$ 11,684
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments
Equity earnings in unconsolidated entities	37	20
Segment profit	513	609
Maintenance capital	50	46
Transportation
Revenues:
Revenues	185	181
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments
Equity earnings in unconsolidated entities	37	20
Segment profit	241	206
Maintenance capital	33	34
Facilities
Revenues:
Revenues	125	157
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments
Segment profit	142	154
Maintenance capital	15	10
Supply and Logistics
Revenues:
Revenues	5,632	11,346
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments
Segment profit	130	249
Maintenance capital	2	2
Interest expense related to hedged inventory purchases	1	2
Operating Segments
Revenues:
Revenues	6,291	12,054
Operating Segments \| Transportation
Revenues:
Revenues	400	387
Operating Segments \| Facilities
Revenues:
Revenues	257	299
Operating Segments \| Supply and Logistics
Revenues:
Revenues	5,634	11,368
Intersegment
Revenues:
Revenues	(349)	(370)
Intersegment \| Transportation
Revenues:
Revenues	(215)	(206)
Intersegment \| Facilities
Revenues:
Revenues	(132)	(142)
Intersegment \| Supply and Logistics
Revenues:
Revenues	$ (2)	$ (22)

Operating Segments (Details 2) - USD ($) $ in Millions	3 Months Ended
Operating Segments (Details 2) - USD ($) $ in Millions	Mar. 31, 2015	Mar. 31, 2014
Reconciliation of segment profit to net income attributable to Plains
Segment profit	$ 513	$ 609
Unallocated general and administrative expenses	(1)	(1)
Depreciation and amortization	(108)	(96)
Interest expense, net	(104)	(81)
Other expense, net	(4)	(2)
INCOME BEFORE TAX	296	429
Income tax expense	(34)	(57)
NET INCOME	262	372
Net income attributable to noncontrolling interests	(231)	(358)
NET INCOME ATTRIBUTABLE TO PAGP	$ 31	$ 14

Related Party Transactions (Details) - Oxy - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Related party transaction
Related party ownership of subsidiary (as a percent)	13.00%
Revenues	$ 176	$ 92
Purchases and related costs	104	$ 259
Trade accounts receivable and other receivables, gross	465		$ 489
Accounts payable, gross	$ 410		$ 441