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Equity Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2011

Equity Compensation Plans

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

		PAA
LTIP Units		Distribution		Estimated Unit Vesting Date
Outstanding		Required		2012		2013		2014		2015		Thereafter
2.6	(1)	$3.75 - $4.45		0.9		0.6		0.5		0.6		—
1.4	(2)	$3.80 - $4.25		0.6		0.5		0.2		0.1		—
4.0	(3) (4)			1.5		1.1		0.7		0.7		—

(1) These LTIP awards have performance conditions requiring the attainment of an annualized PAA distribution of between $3.75 and $4.45 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.

(2) These LTIP awards have performance conditions requiring the attainment of an annualized PAA distribution of between $3.80 and $4.25. For these LTIP awards, fifty percent will vest at specified dates regardless of whether the performance conditions are attained. 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 2.2 million of the 4.0 million outstanding PAA LTIP awards also include DERs, of which 1.7 million had vested as of December 31, 2011.

(4) LTIP units outstanding do not include Class B units of Plains AAP, L.P. (“AAP LP Class B units”) described below.

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, 2010		24,500		175,500		80,063			$	40
Class B unit issuances		(8,000	)	8,000		—			4
Class B unit forfeitures		—		—		—			—
Class B units earned		—		—		—			—
Balance as of December 31, 2011		16,500		183,500		80,063			$	44

(1) Of the grant date fair value, approximately $9 million was recognized as expense during both years ended December 31, 2011 and 2010.

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

		PNG
LTIP Units		Distribution		Estimated Unit Vesting Date
Outstanding		Required		2012		2013		2014		2015		Thereafter
0.3	(1)	$1.55 - $1.90		—		—		—		0.1		0.2
0.2	(2)	Other		—		0.1		0.1		—		—
0.5	(3) (4)			—		0.1		0.1		0.1		0.2

(1) These LTIP awards have performance conditions requiring the attainment of an annualized PNG distribution of between $1.55 and $1.90 and vest upon the later of a certain date or the 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 and Series B subordinated units (see Note 5). 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 0.3 million of the 0.5 million outstanding PNG LTIP awards also include DERs, of which less than 0.1 million had vested as of December 31, 2011.

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

Summary of LTIP activity

		PAA Units (1)					PNG Units (2)(3)
				Weighted Average					Weighted Average
				Grant Date					Grant Date
		Units		Fair Value per Unit			Units		Fair Value per Unit
Outstanding, December 31, 2008		3.9		$	36.44		—		$	—
Granted		0.6		$	32.20		—		$	—
Vested		(0.6	)	$	34.55		—		$	—
Cancelled or forfeited		(0.1	)	$	37.82		—		$	—
Acquired		0.1		$	26.24		—		$	—
Outstanding, December 31, 2009		3.9		$	36.40		—		$	—
Granted		2.0		$	45.66		1.1		$	20.49
Vested		(1.1	)	$	32.20		—		$	—
Cancelled or forfeited		(0.4	)	$	35.62		(0.1	)	$	19.22
Outstanding, December 31, 2010		4.4		$	41.69		1.0		$	20.55
Granted		0.5		$	55.05		—		$	—
Vested		(0.7	)	$	40.68		(0.1	)	$	23.62
Cancelled or forfeited		(0.2	)	$	41.97		(0.1	)	$	19.20
Outstanding, December 31, 2011		4.0		$	43.53		0.8		$	20.55

(1) Amounts do not include Class B units of Plains AAP, L.P. as discussed above.

(2) Amounts do not include Class B units of PNGS GP LLC as discussed above.

(3) Amounts include PNG Transaction Grants.

Summary of expense recognized and value of vesting related to outstanding equity compensation awards

		2011				2010				2009
Equity compensation expense		$	110			$	98			$	68
LTIP unit settled vestings (1)		$	24			$	26			$	19
LTIP cash settled vestings		$	19			$	36			$	8
DER cash payments		$	4			$	4			$	4

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

Equity compensation plan fair value amortization

		Equity Compensation
		Plan Fair Value
Year		Amortization (1) (2)
2012		$	50
2013		26
2014		11
2015		3
2016		—
Total		$	90

(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, 2011.

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