XML 25 R18.htm IDEA: XBRL DOCUMENT v2.4.0.8
Partners' Capital and Distributions
 6 Months Ended
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