Note 10—Partners’ Capital and Distributions

Units Outstanding

Partners’ capital at December 31, 2013 consists of 359,133,200 common units outstanding, representing a 98% effective aggregate ownership interest in the Partnership and its subsidiaries after giving effect to the 2% general partner interest.

Distributions

We distribute 100% of our available cash within 45 days after the end of each quarter to unitholders of record and to our general partner. Available cash is generally defined as all of our cash and cash equivalents on hand at the end of each quarter, less reserves established by our general partner for future requirements.

General Partner Incentive Distributions. Our general partner is entitled to receive (i) distributions representing its 2% general partner interest and (ii) incentive distributions if the amount we distribute with respect to any quarter exceeds levels specified in our partnership agreement. Under the quarterly distribution provisions, the general partner is entitled, without duplication, to 2% of amounts we distribute up to $0.2250 per unit, referred to as our MQD, 15% of amounts we distribute in excess of $0.2250 per unit, 25% of the amounts we distribute in excess of $0.2475 per unit and 50% of amounts we distribute in excess of $0.3375 per unit.

Per unit cash distributions on our outstanding units and the portion of the distributions representing an excess over the MQD were as follows:

	Year
	2013				2012				2011
			Excess				Excess				Excess
	Distribution (1)		over MQD		Distribution (1)		over MQD		Distribution (1)		over MQD
First Quarter	$	0.5625	$	0.3375	$	0.5125	$	0.2875	$	0.4788	$	0.2538
Second Quarter	$	0.5750	$	0.3500	$	0.5225	$	0.2975	$	0.4850	$	0.2600
Third Quarter	$	0.5875	$	0.3625	$	0.5325	$	0.3075	$	0.4913	$	0.2663
Fourth Quarter	$	0.6000	$	0.3750	$	0.5425	$	0.3175	$	0.4975	$	0.2725

(1) Distributions represent those declared and paid in the applicable period shown.

Our general partner agreed to reduce the amount of its incentive distribution by $3.75 million per quarter for distributions paid during 2013, $6.75 million for the distribution paid in February 2014, $5.5 million per quarter thereafter through November 2015, $5.0 million per quarter in 2016 and $3.75 million per quarter thereafter. These reductions were agreed to in connection with the BP NGL Acquisition and the completion of the PNG Merger on December 31, 2013. See Note 3 for further discussion of the BP NGL Acquisition. For distributions paid during the years ended December 31, 2013, 2012 and 2011, our general partner’s incentive distributions were reduced by approximately $15 million, $11 million and $7 million, respectively.

Total cash distributions paid during the periods indicated were as follows (in millions, except per unit amounts):

	Distributions Paid								Distributions
	Common		General Partner						per limited
Year	Units		Incentive		2%		Total		partner unit
2013	$	791	$	353	$	16	$	1,160	$	2.33
2012	$	684	$	271	$	14	$	969	$	2.11
2011	$	575	$	204	$	12	$	791	$	1.95

On January 9, 2014, we declared a cash distribution of $0.6150 per unit on our outstanding common units. The distribution was paid on February 14, 2014 to unitholders of record on January 31, 2014, for the period October 1, 2013 through December 31, 2013. The total distribution paid was approximately $328 million, with approximately $221 million paid to our common unitholders and $5 million and $102 million paid to our general partner for its general partner and incentive distribution interests, respectively.

PAA Equity Offerings

Continuous Offering Program. During 2012 and 2013 we entered into several equity distribution agreements, under our Continuous Offering Program, with respect to the offer and sale, through sales agents, of common units representing limited partner interests having aggregate offering prices ranging from up to $300 million to up to $750 million. Sales of such common units are 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.

During the year ended December 31, 2013, we sold an aggregate of approximately 8.6 million common units under our Continuous Offering Program, generating proceeds of approximately $477 million, including our general partner’s proportionate capital contribution, net of approximately $5 million of commissions to our sales agents. The net proceeds from sales were used for general partnership purposes.

During the year ended December 31, 2012, we sold an aggregate of approximately 12.0 million common units under our Continuous Offering Program, generating proceeds of approximately $524 million, including our general partner’s proportionate capital contribution, net of approximately $6 million of commissions to our sales agents. The net proceeds from sales were used for general partnership purposes.

Other Equity Offerings. In addition to sales of our common units under the Continuous Offering Program described above, we completed the following offerings of our common units, during the three years ended December 31, 2013 (in millions, except unit and per unit data):

						General
		Gross		Proceeds		Partner					Net
Period	Units Issued	Unit Price		from Sale		Contribution		Costs			Proceeds
March 2012 (1)	11,500,000	$	40.015	$	460	$	9	$	(14	)	$	455
2012 Total	11,500,000			$	460	$	9	$	(14	)	$	455

November 2011 (1)	12,000,000	$	32.515	$	390	$	9	$	(13	)	$	386
March 2011 (1)	15,870,000	$	32.000	508		10		(15		)	503
2011 Total	27,870,000			$	898	$	19	$	(28	)	$	889

(1) These offerings of common units were underwritten transactions that required us to pay a gross spread. The net proceeds from these offerings were used to reduce outstanding borrowings under our credit facilities and for general partnership purposes. The net proceeds from the March 2012 offering were also used to fund a portion of the BP NGL Acquisition.

Noncontrolling Interests in Subsidiaries

As of December 31, 2013, noncontrolling interests in our subsidiaries consisted of a 25% interest in SLC Pipeline.

PNG Merger

Prior to the PNG Merger, we owned 100% of the outstanding subordinated units of PNG and approximately 46% of the 61.2 million outstanding common units of PNG. Under the terms of the Merger Agreement, we issued 0.445 PAA common units for each outstanding PNG common unit held by unitholders other than us, plus cash in lieu of any fractional PAA common units otherwise issuable in the PNG Merger.

As a result of the PNG Merger, we purchased the noncontrolling interests in PNG for consideration of approximately 14.7 million PAA common units for a value of approximately $760 million. Such purchase resulted in an equity-classified loss of approximately $290 million, which we recorded as a decrease to our partners’ capital. In addition, in conjunction with the PNG Merger, our general partner made a proportional contribution of approximately $16 million associated with our issuance of PAA common units and we incurred transaction costs of approximately $4 million resulting in a net increase in partners’ capital associated with the PNG Merger of approximately $12 million.

Issuance of PNG Common Units

PNG issued approximately 1.9 million and 27.6 million common units during the years ended December 31, 2013 and 2011, respectively. PNG did not issue any common units during the year ended December 31, 2012. As a result of PNG’s common unit issuances, we recorded an increase in noncontrolling interest of approximately $32 million and an increase to our partners’ capital of approximately $8 million in 2013, and an increase in noncontrolling interest of approximately $306 million and an increase to our partners’ capital of approximately $64 million in 2011. These increases represent the portion of the proceeds attributable to the respective ownership interests in PNG, adjusted for the impact of the dilution of our ownership interest.

The following table as required by GAAP sets forth the impact upon net income attributable to PAA giving effect to the changes in our ownership interest in PNG, which was recognized in partners’ capital during the years ended December 31, 2013, 2012 and 2011 (in millions):

	Year Ended December 31,
	2013			2012		2011
Net income attributable to PAA	$	1,361		$	1,094	$	966
Transfers to/from noncontrolling interests:
Increase in capital from sale of PNG common units	8			—		64
Decrease in capital from purchase of PNG common units in conjunction with the PNG Merger	(290		)	—		—
Net transfers to/from noncontrolling interests	(282		)	—		64
Change from net income attributable to PAA and transfers to/from noncontrolling interests	$	1,079		$	1,094	$	1,030