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Equity Compensation Plans (Tables)

9 Months Ended

Sep. 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 Outstanding Class B Units (1)
Balance as of December 31, 2011		16,500		183,500		80,063		$	44
Forfeitures		1,000		(1,000	)	—		$	—
Earned		N/A		N/A		50,187		$	N/A
Balance as of September 30, 2012		17,500		182,500		130,250		$	44

(1) Of the grant date fair value, approximately $6 million was recognized as expense during the nine months ended September 30, 2012.

Summary of equity compensation activity

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

		PAA Units (1) (2) (3)					PNG Units (4) (5) (6) (7)
		Units		Weighted Average Grant Date Fair Value per Unit			Units		Weighted Average Grant Date Fair Value per Unit
Outstanding, December 31, 2011		8.0		$	21.77		0.8		$	20.55
Granted		1.4		$	33.32		0.1		$	15.33
Vested		(3.1	)	$	19.65		—		$	23.64
Cancelled or forfeited		(0.3	)	$	29.66		—		$	—
Outstanding, September 30, 2012		6.0		$	25.35		0.9		$	17.49

(1)		Amounts do not include Class B Units of Plains AAP, L.P.
(2)		Approximately 0.9 million common units were issued, net of approximately 0.5 million common units withheld for taxes, for PAA Units that vested during the nine months ended September 30, 2012. The remaining 1.7 million PAA Units that vested were settled in cash.
(3)		PAA Units are presented as adjusted for the two-for-one unit split effected on October 1, 2012.
(4)		Amounts do not include Class B Units of PNGS GP LLC.
(5)		Amounts include PNG Transaction Grants.
(6)		Weighted average grant date fair value per unit for PNG Units outstanding at September 30, 2012 is impacted by the modification of PNG awards during the first quarter of 2012 as discussed above.
(7)		Less than 0.1 million PNG Units vested during the nine months ended September 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						Nine Months Ended
		September 30,						September 30,
		2012			2011			2012			2011
Equity compensation expense		$	22		$	10		$	82		$	56
LTIP unit-settled vestings (1)		$	2		$	2		$	60		$	24
LTIP cash-settled vestings		$	1		$	—		$	66		$	18
DER cash payments		$	2		$	1		$	5		$	3

(1) For the nine months ended September 30, 2012 and September 30, 2011, approximately $1 million and $2 million, respectively, relate to unit vestings that were settled with PNG common units.