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Equity Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2012

Equity Compensation Plans

Summary of Class B unit awards

The following table contains a summary of Plains AAP, L.P. Class B Unit awards:

		Reserved for Future Grants		Outstanding		Outstanding Units Earned		Grant Date Fair Value of Oustanding Class B Units (1)
Balance as of December 31, 2011		16,500		183,500		80,063		$	44
Forfeitures		1,000		(1,000	)	—		$	—
Earned		—		—		24,250		$	—
Balance as of June 30, 2012		17,500		182,500		104,313		$	44

(1) Of the grant date fair value, approximately $5 million was recognized as expense during the six months ended June 30, 2012.

Summary of equity compensation activity

Our equity compensation activity for awards denominated in PAA and PNG units is summarized in the following table (units in millions):

		PAA Units (1)(5)					PNG Units (2)(3)(4)(6)
		Units		Weighted Average Grant Date Fair Value per Unit			Units		Weighted Average Grant Date Fair Value per Unit
Outstanding, December 31, 2011		4.0		$	43.53		0.8		$	20.55
Granted		0.7		$	66.28		0.1		$	15.05
Vested		(1.5	)	$	39.30		—		$	23.67
Cancelled or forfeited		(0.1	)	$	59.32		—		$	—
Outstanding, June 30, 2012		3.1		$	50.58		0.9		$	17.56

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

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

(3) Amounts include PNG Transaction Grants.

(4) Weighted average grant date fair value per unit for PNG Units outstanding at June 30, 2012 is impacted by the modification of PNG awards during the first quarter of 2012 as discussed above.

(5) Approximately 0.4 million common units were issued, net of approximately 0.3 million units withheld for taxes, for PAA units that vested during the six months ended June 30, 2012. The remaining 0.8 million PAA units that vested were settled in cash.

(6) Less than 0.1 million common units vested during the six months ended June 30, 2012.

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

The table below summarizes the expense recognized and the value of vesting (settled both in units and cash) related to our equity compensation plans (in millions):

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2012			2011			2012			2011
Equity compensation expense		$	20		$	27		$	60		$	46
LTIP unit-settled vestings (1)		$	33		$	23		$	58		$	23
LTIP cash-settled vestings		$	29		$	18		$	65		$	18
DER cash payments		$	2		$	1		$	4		$	2

(1) For each of the three and six months ended June 30, 2012 and June 30, 2011, approximately $1 million relates to unit vestings that were settled with PNG units.