Equity Indexed Compensation Plans (Tables)

6 Months Ended

Jun. 30, 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	(4,500	)	4,500	—	7
Earned	N/A		N/A	26,000	N/A
Balance at June 30, 2013	13,375		186,625	156,250	$	51

(1) Of the grant date fair value, approximately $2 million was recognized as expense during the six months ended June 30, 2013.

Summary of equity compensation activity

	PAA Units (1) (2) (3)				PNG Units (4) (5)
	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		$	47.57	0.4	$	17.34
Vested	(1.8	)	$	24.77	—	$	14.77
Cancelled or forfeited	(0.2	)	$	35.70	—	$	14.40
Outstanding at June 30, 2013	8.1		$	36.66	1.3	$	17.57

(1) Amounts do not include Class B Units of Plains AAP, L.P.

(2) Amounts include Special PAA Awards.

(3) Approximately 0.5 million common units were issued, net of approximately 0.3 million units withheld for taxes, for PAA units that vested during the six months ended June 30, 2013. The remaining 1.0 million PAA units that vested were settled in cash.

(4) Amounts include PNG Transaction Grants.

(5) Less than 0.1 million PNG common units vested and less than 0.1 million common units were forfeited during the six months ended June 30, 2013.

Summary of expense recognized and value of vesting related to equity-indexed compensation plans

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Equity-indexed compensation expense	$	27	$	20	$	78	$	60
LTIP unit-settled vestings (1)	$	46	$	33	$	46	$	58
LTIP cash-settled vestings	$	60	$	29	$	60	$	65
DER cash payments	$	2	$	2	$	4	$	4

(1) For each of the three and six months ended June 30, 2012, approximately $1 million relates to unit-settled vestings that were settled with PNG common units.