Partners' Capital and Distributions

3 Months Ended

Mar. 31, 2013

Note 9—Partners’ Capital and Distributions

PAA Distributions

The following table details the distributions paid during or pertaining to the first three months of 2013, net of reductions to the general partner’s incentive distributions (in millions, except per unit amounts):

		Distributions Paid								Distributions
		Common		General Partner						per limited
Date Declared	Date Paid or To Be Paid	Units		Incentive		2%		Total		partner unit
April 8, 2013	May 15, 2013 (1)	$	195	$	86	$	4	$	285	$	0.5750
January 7, 2013	February 14, 2013	$	189	$	81	$	4	$	274	$	0.5625

(1) Payable to unitholders of record at the close of business on May 3, 2013, for the period January 1, 2013 through March 31, 2013.

PAA Continuous Offering Program

During the first quarter of 2013, we issued an aggregate of approximately 2.4 million common units under our continuous offering program, generating net proceeds of approximately $131 million, including our general partner’s proportionate capital contribution, net of approximately $1 million of commissions to our sales agents. The net proceeds from sales were used for general partnership purposes.

Noncontrolling Interests in Subsidiaries

As of March 31, 2013, noncontrolling interests in subsidiaries consisted of (i) an approximate 36% interest in PNG and (ii) a 25% interest in SLC Pipeline LLC.

PNG Continuous Offering Program

On March 18, 2013, PNG entered into an equity distribution agreement with a financial institution pursuant to which PNG may offer and sell, through its sales agent, common units representing limited partner interests having an aggregate offering price of up to $75 million. Sales of such common units will be made by means of ordinary brokers’ transactions on the NYSE at market prices, in block transactions or as otherwise agreed upon by the sales agent and PNG. Under the terms of the agreement, PNG has the option to sell common units to the sales agent as principal for its own account at a price to be agreed upon at the time of the sale. For any such sales, PNG will enter into a separate terms agreement with the sales agent.

During the first quarter of 2013, PNG issued an aggregate of approximately 57,000 common units under this agreement, generating net proceeds of approximately $1.2 million, including our proportionate capital contribution for our general partner interest.

Noncontrolling Interests Rollforward

The following table reflects the changes in the noncontrolling interests in partners’ capital (in millions):

	Three Months Ended March 31,
	2013			2012
Beginning balance	$	509		$	524
Net income attributable to noncontrolling interests	8			7
Distributions to noncontrolling interests	(12		)	(12		)
Equity compensation expense	1			1
Other	1			—
Other comprehensive income/(loss):
Reclassification adjustments	2			(6		)
Net deferred gain/(loss) on cash flow hedges	(5		)	2
Ending balance	$	504		$	516

- Definition

The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units.

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