Equity Compensation Plans (Tables)

3 Months Ended

Mar. 31, 2013

	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.

Summary of equity compensation activity

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.

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
	March 31,
	2013		2012
Equity compensation expense	$	51	$	39
LTIP unit-settled vestings	$	—	$	24
LTIP cash-settled vestings	$	—	$	36
DER cash payments	$	2	$	2