Partners' Capital and Distributions

9 Months Ended

Sep. 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 nine 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
October 1, 2013	November 14, 2013 (1)	$	206	$	95	$	4	$	305	$	0.6000
July 8, 2013	August 14, 2013	$	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 November 1, 2013, for the period July 1, 2013 through September 30, 2013.

PAA Continuous Offering Program

In May 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. During the nine months ended September 30, 2013, we issued an aggregate of approximately 7.2 million common units under our continuous offering program, generating net proceeds of approximately $400 million, including our general partner’s proportionate capital contribution, net of approximately $4 million of commissions to our sales agents.

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 nine months of 2013, net of units tendered by employees for tax withholding obligations.

Noncontrolling Interests in Subsidiaries

As of September 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 nine months of 2013, PNG issued an aggregate of approximately 1.9 million common units under this agreement, generating net proceeds of approximately $40 million.

As a result of PNG’s common unit issuances under its continuous offering program, we recorded an increase in noncontrolling interest of approximately $32 million and an increase to our partners’ capital of approximately $8 million. 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 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 Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Net income attributable to Plains	$	231	$	165	$	1,052	$	774
Transfers to the noncontrolling interests:
Increase in capital from sale of PNG units	2		—		8		—
Change from net income attributable to Plains and net transfers to the noncontrolling interests	$	233	$	165	$	1,060	$	774

Noncontrolling Interests Rollforward

The following table reflects the changes in the noncontrolling interests in partners’ capital (in millions):

	Nine Months Ended
	September 30,
	2013			2012
Beginning balance	$	509		$	524
Net income attributable to noncontrolling interests	22			23
Distributions to noncontrolling interests	(37		)	(36		)
Equity-indexed compensation expense	3			3
Distribution equivalent right payments	—			(1		)
Issuance of PNG common units	32			—
Other comprehensive income/(loss):
Reclassification adjustments	6			(7		)
Net deferred loss on cash flow hedges	(1		)	(1		)
Ending balance	$	534		$	505