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Partners' Capital and Distributions (Tables)

3 Months Ended

Mar. 31, 2012

Partners' Capital and Distributions

Total cash distributions paid or to be paid

				Distributions Paid												Distributions
				Common			General Partner									per limited
Date Declared		Date Paid or To Be Paid		Units			Incentive			2%			Total			partner unit
April 10, 2012		May 15, 2012 (1)		$	169		$	65		$	3		$	237		$	1.0450
January 10, 2012		February 14, 2012		$	159		$	63		$	3		$	225		$	1.0250

(1) Payable to unitholders of record at the close of business on May 4, 2012, for the period January 1, 2012 through March 31, 2012.

Equity offerings of common units

				Gross			Proceeds			General Partner						Net
Date		Units Issued		Unit Price			from Sale			Contribution			Costs			Proceeds
March 2012 (1)		5,750,000		$	80.03		$	460		$	9		$	(14	)	$	455

(1) This offering of common units was an underwritten transaction that required us to pay a gross spread. The net proceeds from this offering were used to fund a portion of the BP NGL acquisition, to reduce outstanding borrowings under our credit facilities and for general partnership purposes.

Operational and financial conditions necessary for conversion of Series B subordinated units to Series A subordinated units

		Series B Subordinated Units to Convert into Series A Subordinated Units		Working Gas Storage Capacity (Bcf)		Annualized Distribution Level (1)
Tranche 1		2.6		29.6		$	1.71
Tranche 2		2.8		35.6		$	1.71
Tranche 3		2.1		41.6		$	1.71
Tranche 4		3.0		48.0		$	1.71
Tranche 5		3.0		48.0		$	1.80

(1) For satisfaction of this benchmark, PNG must, for two consecutive quarters, (i) maintain distributable cash flow sufficient to pay a quarterly distribution of at least the annualized distribution benchmark on the weighted average number of outstanding common units and Series A subordinated units and all of such Series B subordinated units and (ii) distribute available cash of at least the annualized distribution benchmark on all outstanding common units and Series A subordinated units and the corresponding distributions on PNG’s general partner’s 2% interest and the related distributions on the incentive distribution rights. See Note 5 to our Consolidated Financial Statements included in Part IV of our 2011 Annual Report on Form 10-K for a complete discussion of our Series B subordinated units.

Schedule of changes in noncontrolling interests in partners' capital

		For the Three Months Ended
		March 31,
		2012			2011
Beginning balance		$	524		$	231
Sale of noncontrolling interests in a subsidiary		—			306
Net income attributable to noncontrolling interests		7			3
Distributions to noncontrolling interests		(12		)	(5		)
Equity compensation expense		1			1
Other comprehensive income/(loss):
Reclassification adjustments		(6		)	—
Deferred gain/(loss) on cash flow hedges, net		2			—
Ending Balance		$	516		$	536