Partners' Capital and Distributions (Tables)

12 Months Ended

Dec. 31, 2017

The following table presents the activity for our preferred and common units:



	Limited Partners
	Series A Preferred Units	Series B Preferred Units	Common Units
Outstanding at December 31, 2014	—	—	375,107,793

Sales of common units	—	—	22,133,904
Issuances of common units under LTIP	—	—	485,927
Outstanding at December 31, 2015	—	—	397,727,624

Sale of Series A preferred units	61,030,127	—	—
Issuances of Series A preferred units in connection with in-kind distributions	3,358,726	—	—
Sales of common units	—	—	26,278,288
Issuances of common units under LTIP	—	—	480,581
Issuance of common units in connection with Simplification Transactions (Note 1)	—	—	244,707,926
Outstanding at December 31, 2016	64,388,853	—	669,194,419

Issuances of Series A preferred units in connection with in-kind distributions	5,307,689	—	—
Sale of Series B preferred units	—	800,000	—
Sales of common units	—	—	54,119,893
Issuance of common units in connection with acquisition of interest in Advantage Joint Venture (Note 6)	—	—	1,252,269
Issuances of common units under LTIP	—	—	622,557
Outstanding at December 31, 2017	69,696,542	800,000	725,189,138

Issuance of common units

The following table summarizes our sales of common units (net proceeds in millions):



Year	Type of Offering	Common Units Issued		Net Proceeds ^{(1) (2)}
2017	Continuous Offering Program	4,033,567		$	129	⁽³⁾
2017	Omnibus Agreement ⁽⁴⁾	50,086,326	⁽⁵⁾	1,535
2017 Total		54,119,893		$	1,664

2016 Total	Continuous Offering Program	26,278,288		$	805	⁽³⁾

2015	Continuous Offering Program	1,133,904		$	59	⁽³⁾
2015	Underwritten Offering	21,000,000		1,062
2015 Total		22,133,904		$	1,121


⁽¹⁾	Amounts are net of costs associated with the offerings.


⁽²⁾	For periods prior to the closing of the Simplification Transactions, amounts include our general partner’s proportionate capital contributions of $9 million and $22 million during 2016 and 2015, respectively.


⁽³⁾	We pay commissions to our sales agents in connection with common unit issuances under our Continuous Offering Program. We paid $1 million, $8 million and $1 million of such commissions during 2017, 2016 and 2015, respectively.

⁽⁴⁾

Pursuant to the Omnibus Agreement entered into by the Plains Entities in connection with the Simplification Transactions, PAGP used the net proceeds from the sale of PAGP Class A shares, after deducting the sales agents’ commissions and offering expenses, to purchase from AAP a number of AAP units equal to the number of PAGP Class A shares sold in such offering at a price equal to the net proceeds from such offering. Also pursuant to the Omnibus Agreement, immediately following such purchase and sale, AAP used the net proceeds it received from such sale of AAP units to purchase from us an equivalent number of our common units.


⁽⁵⁾	Includes (i) approximately 1.8 million common units issued to AAP in connection with PAGP’s issuance of Class A shares under its Continuous Offering Program and (ii) 48.3 million common units issued to AAP in connection with PAGP’s March 2017 underwritten offering.

Schedule of distributions paid

The following table details distributions paid to common unitholders (and, prior to the Simplification Transactions, our general partner) during the year presented (in millions, except per unit data):



	Distributions Paid						Distributions per common unit
Year	Public		AAP ⁽¹⁾		Total		Distributions per common unit
2017	$	849	$	537	$	1,386	$	1.95
2016	$	1,062	$	565	$	1,627	$	2.65
2015	$	1,081	$	590	$	1,671	$	2.76

⁽¹⁾

Prior to the Simplification Transactions, our general partner was entitled to receive (i) distributions with respect to its 2% indirect general partner interest and (ii) as the holder of our IDRs, incentive distributions if the amount we distributed with respect to any quarter exceeded certain specified levels. The Simplification Transactions, which closed on November 15, 2016, included the permanent elimination of our IDRs and the economic rights associated with our 2% general partner interest in exchange for the issuance by us to AAP of approximately 244.7 million common units. As such, beginning with the distribution pertaining to the fourth quarter of 2016, our general partner is no longer entitled to receive distributions on the IDRs or general partner interest. During the year ended December 31, 2017, AAP received distributions on the common units it owned.