Partners' Capital and Distributions (Tables)

12 Months Ended

Dec. 31, 2018

Partners Capital and Distribution [Line Items]

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, 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
Issuance of common units in connection with Simplification Transactions (Note 1)	—	—	244,707,926
Issuances of common units under LTIP	—	—	480,581
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 7)	—	—	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 Series A preferred units in connection with in-kind distribution	1,393,926	—	—
Issuance of common units upon AAP Management Units becoming earned	—	—	559,649
Issuances of common units under LTIP	—	—	613,137
Outstanding at December 31, 2018	71,090,468	800,000	726,361,924

Issuance of common units

The following table summarizes our sales of common units for the years ended December 31, 2017 and 2016 (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⁾


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


⁽²⁾	For the period prior to the closing of the Simplification Transactions, the amount includes our general partner’s proportionate capital contribution of $9 million during 2016.


⁽³⁾	We pay commissions to our sales agents in connection with common unit issuances under our Continuous Offering Program. We paid $1 million and $8 million of such commissions during 2017 and 2016, 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
2018	$	532	$	339	$	871	$	1.20
2017	$	849	$	537	$	1,386	$	1.95
2016	$	1,062	$	565	$	1,627	$	2.65

⁽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 years ended December 31, 2018 and 2017, AAP received distributions on the common units it owned.

Series A Preferred Units

Partners Capital and Distribution [Line Items]

Schedule of distributions paid

The following table details distributions paid to our preferred unitholders during the year presented (in millions, except per unit data):



	Series A Preferred Unitholders			Series B Preferred Unitholders
	Distribution ⁽¹⁾			Cash Distribution ⁽²⁾
Year	Cash		Units	Cash Distribution ⁽²⁾
2018	$	112	1,393,926	$	49
2017	$	—	5,307,689	$	5
2016	$	—	3,358,726	$	—

⁽¹⁾

During 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. During 2018, 2017 and 2016, we issued additional Series A preferred units in lieu of cash distributions of $37 million, $139 million and $89 million, respectively.


⁽²⁾	We paid a pro-rated initial distribution on the Series B preferred units on November 15, 2017 to holders of record at the close of business on November 1, 2017 in an amount equal to approximately $5.9549 per unit.

Series B Preferred Units

Partners Capital and Distribution [Line Items]

Schedule of distributions paid

The following table details distributions paid to our preferred unitholders during the year presented (in millions, except per unit data):



	Series A Preferred Unitholders			Series B Preferred Unitholders
	Distribution ⁽¹⁾			Cash Distribution ⁽²⁾
Year	Cash		Units	Cash Distribution ⁽²⁾
2018	$	112	1,393,926	$	49
2017	$	—	5,307,689	$	5
2016	$	—	3,358,726	$	—

⁽¹⁾


⁽²⁾	We paid a pro-rated initial distribution on the Series B preferred units on November 15, 2017 to holders of record at the close of business on November 1, 2017 in an amount equal to approximately $5.9549 per unit.