Equity Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of estimated vesting date for PAA long term incentive plan awards outstanding

At December 31, 2012, the following LTIP awards, denominated in PAA Units, were outstanding (units in millions):

PAA

LTIP Units

Distribution

Estimated Unit Vesting Date

Outstanding (1) (2)

Required (3)

2013

2014

2015

2016

Thereafter

6.0

$1.925 - $2.40

1.9

1.7

2.0

0.3

0.1

(1) Approximately 2.9 million of the 6.0 million outstanding PAA LTIP awards also include DERs, of which 2.7 million had vested as of December 31, 2012.

(2) LTIP units outstanding do not include AAP LP Class B Units described below.

(3) These LTIP awards have performance conditions requiring the attainment of an annualized PAA distribution of between $1.925 and $2.40 and vest upon the later of a certain date or the attainment of such levels. If the performance conditions are not attained while the grantee remains employed by us, or the grantee does not meet employment requirements, these awards will be forfeited. For purposes of this disclosure, vesting dates are based on an estimate of future distribution levels and assume that all grantees remain employed by us through the vesting date.

Summary of Class B unit awards

	Reserved for Future Grants	Outstanding		Outstanding Units Earned	Grant Date Fair Value Of Outstanding Class B Units (1)
					(in millions)
Balance as of December 31, 2011	16,500	183,500		80,063	$	44
Forfeitures	1,375	(1,375	)	—	—
Earned	N/A	N/A		50,187	N/A
Balance as of December 31, 2012	17,875	182,125		130,250	$	44

(1) Of the grant date fair value, approximately $6 million and $9 million was recognized as expense during the years ended December 31, 2012 and 2011, respectively.

Schedule of estimated vesting date for PNG long term incentive plan awards outstanding

At December 31, 2012, the following LTIP awards, denominated in PNG Units, were outstanding (units in millions):

LTIP Units Outstanding		PNG Distribution Required
			Estimated Unit Vesting Date
			2013	2014	2015	2016	Thereafter
0.4	(1)	$1.35 - $1.55	0.1	0.1	—	0.2	—
0.2	(2)	Other	—	0.2	—		—
0.6	(3) (4)		0.1	0.3	—	0.2	—

(1) These LTIP awards have performance conditions requiring the attainment of an annualized PNG distribution of between $1.35 and $1.55 and vest upon attainment of such levels. For purposes of this disclosure, vesting dates are based on an estimate of future distribution levels and assume that all grantees remain employed by us through the vesting date.

(2) These LTIP awards have performance conditions requiring the conversion of PNG’s Series A subordinated units (see Note 10). For purposes of this disclosure, vesting dates are based on an estimate of future distribution levels and assume that all grantees remain employed by us through the vesting date.

(3) Approximately 0.5 million of the 0.6 million outstanding PNG LTIP awards also include DERs, of which approximately 0.2 million had vested as of December 31, 2012.

(4) LTIP units outstanding do not include the PNG Transaction Grants or PNGS GP LLC Class B Units described below.

Summary of equity compensation activity

	PAA Units (1) (2)				PNG Units (3) (4) (5) (6)
			Weighted Average				Weighted Average
			Grant Date				Grant Date
	Units		Fair Value per Unit		Units		Fair Value per Unit
Outstanding, December 31, 2009	7.8		$	18.20	—		$	—
Granted	4.0		$	22.83	1.1		$	20.49
Vested	(2.2	)	$	16.10	—		$	—
Cancelled or forfeited	(0.8	)	$	17.81	(0.1	)	$	19.22
Outstanding, December 31, 2010	8.8		$	20.85	1.0		$	20.55
Granted	1.0		$	27.53	—		$	—
Vested	(1.4	)	$	20.34	(0.1	)	$	23.62
Cancelled or forfeited	(0.4	)	$	20.99	(0.1	)	$	19.20
Outstanding, December 31, 2011	8.0		$	21.77	0.8		$	20.55
Granted	1.5		$	33.90	0.1		$	15.33
Vested	(3.2	)	$	19.82	—		$	23.64
Cancelled or forfeited	(0.3		$	29.36	—		$	—
Outstanding, December 31, 2012	6.0		$	25.55	0.9		$	17.49

(1) Amounts do not include AAP LP Class B Units.

(2) PAA Units are presented as adjusted for the two-for-one unit split effected on October 1, 2012.

(3) Amounts do not include PNGS GP LLC Class B Units.

(4) Amounts include PNG Transaction Grants.

(5) Weighted average grant date fair value per unit for PNG Units outstanding at December 31, 2012 is impacted by the modification of PNG awards during the first quarter of 2012 as discussed above.

(6) Less than 0.1 million PNG Units vested during the twelve months ended December 31, 2012.

Summary of expense recognized and value of vesting related to equity compensation plans

	2012		2011		2010
Equity compensation expense (1)	$	101	$	110	$	98
LTIP unit-settled vestings (2)	$	62	$	24	$	26
LTIP cash-settled vestings	$	66	$	19	$	36
DER cash payments	$	7	$	4	$	4

(1) Includes expense associated with equity and liability classified awards.

(2) For the years ended December 31, 2012 and 2011, approximately $1 million and $2 million, respectively, relates to unit vestings which were settled with PNG common units.

Equity compensation plan fair value amortization

	Equity Compensation
	Plan Fair Value
Year	Amortization (1) (2)
2013	$	49
2014	26
2015	10
2016	3
2017	—
Total	$	88

(1) Amounts do not include fair value associated with awards containing performance conditions that are not considered to be probable of occurring at December 31, 2012.

(2) Includes unamortized fair value associated with AAP LP Class B Units, PNGS GP LLC Class B Units and PNG Transaction Grants.