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	—	—
Other	—	—	899,251
Outstanding at September 30, 2018	71,090,468	800,000	726,088,389



	Limited Partners
	Series A Preferred Units	Common Units
Outstanding at December 31, 2016	64,388,853	669,194,419
Issuances of Series A preferred units in connection with in-kind distributions	3,941,096	—
Sales of common units	—	54,119,893
Issuance of common units in connection with acquisition of interest in Advantage Joint Venture	—	1,252,269
Other	—	622,557
Outstanding at September 30, 2017	68,329,949	725,189,138

Distributions

Series A Preferred Unit Distributions. The following table details distributions to our Series A preferred unitholders paid during or pertaining to the first nine months of 2018 (in millions, except unit and per unit data):



	Series A Preferred Unitholders
	Distribution ⁽²⁾			Distribution per Unit
Distribution Payment Date	Cash		Units	Distribution per Unit
November 14, 2018 ⁽¹⁾	$	37	—	$	0.525
August 14, 2018	$	37	—	$	0.525
May 15, 2018	$	37	—	$	0.525
February 14, 2018	$	—	1,393,926	$	0.525


⁽¹⁾	Payable to unitholders of record at the close of business on October 31, 2018 for the period from July 1, 2018 through September 30, 2018. At September 30, 2018, such amount was accrued to distributions payable in “Accounts payable and accrued liabilities” on our Condensed Consolidated Balance Sheet.

⁽²⁾

On February 14, 2018, we issued additional Series A preferred units in lieu of a cash distribution of $37 million. With respect to quarters ending on or prior to December 31, 2017 (the “Initial Distribution Period”), we elected to pay distributions on our Series A preferred units in additional Series A preferred units. The Initial Distribution Period ended with the February 2018 distribution; as such, with respect to quarters ending after the Initial Distribution Period, distributions on our Series A preferred units are paid in cash.

Series B Preferred Unit Distributions. Distributions on our Series B preferred units are payable semiannually in arrears on the 15th day of May and November. The following table details distributions paid or to be paid to our Series B preferred unitholders (in millions, except per unit data):



	Series B Preferred Unitholders
Distribution Payment Date	Cash Distribution		Distribution per Unit
November 15, 2018 ⁽¹⁾	$	24.5	$	30.625
May 15, 2018	$	24.5	$	30.625


⁽¹⁾	Payable to unitholders of record at the close of business on November 1, 2018 for the period from May 15, 2018 through November 14, 2018.

As of September 30, 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.

Common Unit Distributions. The following table details distributions to our common unitholders paid during or pertaining to the first nine 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
November 14, 2018 ⁽¹⁾	$	134	$	84	$	218	$	0.30
August 14, 2018	$	133	$	85	$	218	$	0.30
May 15, 2018	$	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 October 31, 2018 for the period from July 1, 2018 through September 30, 2018.