XML 61 R19.htm IDEA: XBRL DOCUMENT
v2.4.0.6

Equity Compensation Plans | 3 Months Ended
--- | ---
Mar. 31, 2013
Equity Compensation Plans |
Equity Compensation Plans | Note 10—Equity Compensation Plans For additional discussion of our equity compensation awards, see Note 15 to our Consolidated Financial Statements included in Part IV of our 2012 Annual Report on Form 10-K. Class B Units of Plains AAP, L.P. The following table contains a summary of Class B Units of Plains AAP, L.P.:
|  | Reserved for Future Grants |  | Outstanding |  | Outstanding Units Earned |  |  | Grant Date Fair Value of Outstanding Class B Units (1) (in millions) |
Balance at December 31, 2012 |  | 17,875 |  | 182,125 |  | 130,250 |  |  | $ | 44 |
Granted |  | (3,500 | ) | 3,500 |  | — |  |  | 6 |
Earned |  | N/A |  | N/A |  | 26,000 |  |  | N/A |
Balance at March 31, 2013 |  | 14,375 |  | 185,625 |  | 156,250 |  |  | $ | 50 |
(1) Of the grant date fair value, less than $1 million was recognized as expense during the three months ended March 31, 2013. Class B Units of PNGS GP LLC. During July 2010, the Board of Directors of PNG’s general partner authorized the issuance of 165,000 Class B units of PNGS GP LLC (“PNGS GP LLC Class B Units”). At December 31, 2012, 74,250 PNGS GP LLC Class B Units were outstanding. In February 2013, PNG’s general partner determined that the PNGS GP LLC Class B Units were not serving their intended purpose due to the low likelihood of achieving the PNG distribution performance benchmarks required for vesting, which ranged from $2.00 to $2.70 per common unit. As a result, all 74,250 of the existing PNGS GP LLC Class B Unit awards were canceled. In order to encourage the retention of the holders of such canceled awards and provide them with long-term performance incentives, our general partner authorized the issuance of Special PAA Awards to such officers, as further discussed below. Special PAA Awards. In February 2013, we granted 143,000 Special PAA Awards to certain members of PNG’s management. These awards are denominated in PAA common units and will vest 50% on PAA’s August 2018 distribution date and 50% on PAA’s August 2019 distribution date provided that PNG’s annualized distribution averages at least $1.48 and $1.43 per unit, respectively, for the twelve months prior to each vesting date. DERs associated with these awards will vest on the date that we pay an annualized distribution of $2.40 per unit, provided that PNG’s quarterly distribution remains at least $1.43 (annualized) per unit. Any unvested Special PAA Awards that remain outstanding on December 31, 2020 will be forfeited. PAA LTIP Awards. In addition to the Special PAA Awards described above, in February 2013, we also granted 2.7 million equity-classified phantom unit awards and 1.2 million liability-classified phantom unit awards under our LTIPs. Substantially all of the equity-classified awards vest as follows: (i) one-third will vest upon the later of the August 2016 distribution date and the date we pay an annualized quarterly distribution of at least $2.35 per common unit, (ii) one-third will vest upon the later of the August 2017 distribution date and the date we pay an annualized quarterly distribution of at least $2.50 per common unit, and (iii) one-third will vest upon the later of the August 2018 distribution date and the date we pay an annualized quarterly distribution of at least $2.65 per unit. Certain of these equity-classified awards include DERs that will vest in one-third increments upon achieving the referenced distribution performance thresholds, without regard to the minimum service period. Any of these equity-classified awards and associated DERs that have not vested as of the August 2019 distribution date will be forfeited. Substantially all of the liability-classified awards are expected to vest on dates ranging from the August 2015 distribution date to the August 2017 distribution date and vest dependent on PAA paying annualized quarterly distributions ranging from $2.30 per common unit to $2.50 per common unit. None of the liability-classified awards include DERs. Other Equity Compensation Information. 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) |  | PNG Units (2) (3) |
|  | Units |  | Weighted Average Grant Date Fair Value per Unit |  | Units |  | Weighted Average Grant Date Fair Value per Unit |
Outstanding at December 31, 2012 |  | 6.0 |  | $ | 25.55 |  | 0.9 |  | $ | 17.49 |
Granted |  | 4.1 |  | $ | 47.04 |  | 0.4 |  | $ | 17.42 |
Cancelled or forfeited |  | (0.1 | ) | $ | 31.47 |  | — |  | $ | — |
Outstanding at March 31, 2013 |  | 10.0 |  | $ | 34.24 |  | 1.3 |  | $ | 17.47 |
(1) Amounts do not include Class B Units of Plains AAP, L.P. (2) Amounts do not include PNGS GP LLC Class B Units. (3) Amounts include PNG Transaction Grants. 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 |
|  | March 31, |
|  | 2013 |  | 2012 |
Equity compensation expense |  | $ | 51 |  | $ | 39 |
LTIP unit-settled vestings |  | $ | — |  | $ | 24 |
LTIP cash-settled vestings |  | $ | — |  | $ | 36 |
DER cash payments |  | $ | 2 |  | $ | 2 |

X
- Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Statement of Position (SOP) -Number 93-6 -Paragraph 53 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 123R -Paragraph 64, 65, A240 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration