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Partners' Capital and Distributions | 6 Months Ended
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Jun. 30, 2013
Partners' Capital and Distributions |
Partners' Capital and Distributions | Note 9—Partners’ Capital and Distributions PAA Distributions The following table details the distributions paid during or pertaining to the first six 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 |
July 8, 2013 |  | August 14, 2013 (1) |  | $ | 201 |  | $ | 91 |  | $ | 4 |  | $ | 296 |  | $ | 0.5875 |
April 8, 2013 |  | May 15, 2013 |  | $ | 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 August 2, 2013, for the period April 1, 2013 through June 30, 2013. PAA Continuous Offering Programs On September 13, 2012, we entered into an equity distribution agreement with respect to the offer and sale, through our sales agents, of common units representing limited partner interests having an aggregate offering price of up to $500 million. The final sales under this equity distribution agreement occurred during May 2013. During the first six months of 2013, we issued an aggregate of approximately 5.1 million common units under this agreement, generating net proceeds of approximately $283 million, including our general partner’s proportionate capital contribution, net of approximately $3 million of commissions to our sales agents. The net proceeds from sales were used for general partnership purposes. On May 28, 2013, we entered into an additional equity distribution agreement with several financial institutions pursuant to which we may offer and sell, through our sales agents, common units representing limited partner interests having an aggregate offering price of up to $750 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 our sales agent and us. Under the terms of the agreement, we have the option to sell common units to any of our sales agents as principal for its own account at a price to be agreed upon at the time of the sale. For any such sales, we will enter into a separate terms agreement with the sales agent. Through June 30, 2013, we issued an aggregate of approximately 0.8 million common units under the May 2013 agreement, generating net proceeds of approximately $48 million, including our general partner’s proportionate capital contribution, net of less than $1 million of commissions to our sales agents. The net proceeds from sales were used for general partnership purposes. LTIP Vesting In connection with the settlement of vested LTIP awards (both liability-classified and equity-classified), we issued approximately 0.5 million common units during the first six months of 2013, net of units tendered by employees for tax withholding obligations. Noncontrolling Interests in Subsidiaries As of June 30, 2013, noncontrolling interests in subsidiaries consisted of (i) an approximate 37% 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. During the first six months of 2013, PNG issued an aggregate of approximately 1.4 million common units under this agreement, generating net proceeds of approximately $30 million, excluding our proportionate capital contribution for our general partner interest. As a result of PNG’s common unit issuances under its continuous offering program, we recorded an increase in noncontrolling interest of approximately $24 million and an increase to our partners’ capital of approximately $6 million. The increases result from the portion of the proceeds attributable to the respective ownership interests in PNG, adjusted for the impact of the dilution of our ownership interest resulting from the issuances. The following table sets forth the impact upon net income attributable to Plains giving effect to the changes in our ownership interest in PNG, which is recognized in partners’ capital (in millions):
|  | For the Three Months Ended |  | For the Six Months Ended |
|  | June 30, |  | June 30, |
|  | 2013 |  | 2012 |  | 2013 |  | 2012 |
Net income attributable to Plains |  | $ | 292 |  | $ | 378 |  | $ | 821 |  | $ | 609 |
Transfers to the noncontrolling interests: |  |  |  |  |  |  |  |  |
Increase in capital from sale of PNG units |  | 6 |  | — |  | 6 |  | — |
Change from net income attributable to Plains and net transfers to the noncontrolling interests |  | $ | 298 |  | $ | 378 |  | $ | 827 |  | $ | 609 |
Noncontrolling Interests Rollforward The following table reflects the changes in the noncontrolling interests in partners’ capital (in millions):
|  | Six Months Ended |
|  | June 30, |
|  | 2013 |  | 2012 |
Beginning balance |  | $ | 509 |  | $ | 524 |
Net income attributable to noncontrolling interests |  | 16 |  | 15 |
Distributions to noncontrolling interests |  | (24 | ) | (24 | )
Equity-indexed compensation expense |  | 2 |  | 1 |
Other comprehensive income/(loss): |  |  |  |  |
Reclassification adjustments |  | 6 |  | (7 | )
Net deferred gain/(loss) on cash flow hedges |  | (2 | ) | 1 |
Issuance of PNG common units |  | 24 |  | — |
Ending balance |  | $ | 531 |  | $ | 510 |

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 5 -Subparagraph (SAB TOPIC 4.F) -URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187171-122770 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 272 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Emerging Issues Task Force (EITF) -Number 87-21 -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 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 272 -SubTopic 10 -Section 50 -Paragraph 3 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Practice Bulletin (PB) -Number 14 -Paragraph 10, 15 -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. + Details
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