Partners’ Capital and Distributions

Units Outstanding

The following tables present the activity for our preferred and common units:



	Limited Partners
	Series A Preferred Units	Series B Preferred Units	Common Units
Outstanding at December 31, 2017	69,696,542	800,000	725,189,138
Issuance of Series A preferred units in connection with in-kind distribution	1,393,926	—	—
Issuances of common units under LTIP	—	—	17,766
Outstanding at March 31, 2018	71,090,468	800,000	725,206,904



	Limited Partners
	Series A Preferred Units	Common Units
Outstanding at December 31, 2016	64,388,853	669,194,419
Issuance of Series A preferred units in connection with in-kind distribution	1,287,773	—
Sales of common units	—	54,119,893
Issuances of common units under LTIP	—	90,682
Outstanding at March 31, 2017	65,676,626	723,404,994

Distributions

Common Unit Distributions. The following table details distributions paid during or pertaining to the first three months of 2018 (in millions, except per unit data):



	Distributions						Cash Distribution per Common Unit
	Common Unitholders				Total Cash Distribution
Distribution Payment Date	Public		AAP		Total Cash Distribution
May 15, 2018 ⁽¹⁾	$	133	$	85	$	218	$	0.30
February 14, 2018	$	133	$	85	$	218	$	0.30


⁽¹⁾	Payable to unitholders of record at the close of business on May 1, 2018 for the period from January 1, 2018 through March 31, 2018.

Series A Preferred Unit Distributions. With respect to any quarter ending on or prior to December 31, 2017 (the “Initial Distribution Period”), we were able to elect to pay distributions on our Series A preferred units in additional preferred units, in cash or a combination of both. On February 14, 2018, we issued 1,393,926 Series A preferred units in lieu of a cash distribution of $37 million on our Series A preferred units outstanding as of January 31, 2018, the record date for such distribution.

The Initial Distribution Period ended with the February 2018 distribution; as such, with respect to any quarter ending after the Initial Distribution Period, we must pay distributions on our Series A preferred units in cash. On May 15, 2018, we will pay a cash distribution of $37 million ($0.525 per unit) on our Series A preferred units outstanding as of May 1, 2018, the record date for such distribution, for the period from January 1, 2018 through March 31, 2018. At March 31, 2018, such amount was accrued to distributions payable (in “Accounts payable and accrued liabilities” on our Condensed Consolidated Balance Sheet).

The purchasers may convert their Series A preferred units into common units, generally on a one-for-one basis and subject to customary anti-dilution adjustments, at any time, in whole or in part, subject to certain minimum conversion amounts (and not more often than once per quarter).

Series B Preferred Unit Distributions. On May 15, 2018, we will pay the semi-annual cash distribution of $24.5 million ($30.625 per unit) on our Series B preferred units to holders of record at the close of business on May 1, 2018, for the period from November 15, 2017 through May 14, 2018. As of March 31, 2018, we had accrued approximately $18 million of distributions payable to our Series B preferred unitholders (in “Accounts payable and accrued liabilities” on our Condensed Consolidated Balance Sheet).