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Partners' Capital and Distributions | 9 Months Ended
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Sep. 30, 2014
Partners' Capital and Distributions |
Partners' Capital and Distributions | Note 8—Partners’ Capital and Distributions Distributions The following table details the distributions paid to Class A shareholders during or pertaining to the first nine months of 2014 (in millions, except per share data):
|  |  |  | Distributions to |  |  | Distributions per |
Date Declared |  | Distribution Date |  | Class A Shareholders |  |  | Class A Share (2) |
October 8, 2014 |  | November 14, 2014 (1) |  | $ | 26 |  |  | $ | 0.19075 |
July 8, 2014 |  | August 14, 2014 |  | $ | 25 |  |  | $ | 0.18340 |
April 7, 2014 |  | May 15, 2014 |  | $ | 23 |  |  | $ | 0.17055 |
January 9, 2014 |  | February 14, 2014 |  | $ | 17 |  |  | $ | 0.12505 |
(1) Payable to shareholders of record at the close of business on October 31, 2014, for the period July 1, 2014 through September 30, 2014. (2) The distribution per Class A share paid on February 14, 2014 was prorated for the partial quarter following the closing of our IPO on October 21, 2013. Units Outstanding Exchange Rights. Holders of AAP units and their permitted transferees each have the right to exchange all or a portion of their AAP units for Class A shares at an exchange ratio of one Class A share for each AAP unit exchanged (referred to herein as their “Exchange Right”). This Exchange Right may be exercised only if, simultaneously therewith, an equal number of Class B shares and general partner units are transferred by the exercising party to us. For additional information regarding Exchange Rights, see Note 10 to our Consolidated Financial Statements included in Part IV of our 2013 Annual Report on Form 10-K. During the nine months ended September 30, 2014, certain holders of AAP units and their permitted transferees exercised their Exchange Right, which resulted in the exchange of AAP units, general partner units and our Class B shares for our Class A shares. The following table reflects the impact of such Exchange Right exercises on our Class A and Class B shares outstanding:
|  | Class B Shares |  | Class A Shares |
Balance at December 31, 2013 |  | 472,196,136 |  | 133,833,637 |
Shares (exchanged)/issued in connection with Exchange Right exercises |  | (2,213,000 | ) | 2,213,000 |
Balance at September 30, 2014 |  | 469,983,136 |  | 136,046,637 |
Consolidated Subsidiaries Sales of Common Units by Subsidiaries PAA Continuous Offering Program. In August 2014, PAA entered into an equity distribution agreement with several financial institutions pursuant to which PAA may offer and sell, through sales agents, common units representing limited partner interests in PAA having an aggregate offering price of up to $900 million. During the nine months ended September 30, 2014, PAA issued an aggregate of approximately 11.8 million common units under its continuous offering program, generating proceeds of $655 million, net of offering costs. Noncontrolling Interests in Subsidiaries As of September 30, 2014, noncontrolling interests in subsidiaries consisted of (i) a 98% limited partner interest in PAA, (ii) an approximate 78% limited partner interest in AAP that consists of Class A units and AAP Management Units (a profits interest) and (iii) a 25% interest in SLC Pipeline LLC. Subsidiary Distributions PAA Distributions. The following table details the distributions to PAA’s partners paid during or pertaining to the first nine months of 2014, net of incentive distribution reductions (in millions, except per unit data):
|  |  |  | Distributions to PAA’s Partners |  |  | Distributions |
|  |  |  | Limited |  | AAP |  |  |  |  | per limited |
Date Declared |  | Distribution Date |  | Partners |  | Incentive |  | 2% |  | Total |  |  | partner unit |
October 8, 2014 |  | November 14, 2014 (1) |  | $ | 245 |  | $ | 124 |  | $ | 5 |  | $ | 374 |  |  | $ | 0.6600 |
July 8, 2014 |  | August 14, 2014 |  | $ | 238 |  | $ | 117 |  | $ | 5 |  | $ | 360 |  |  | $ | 0.6450 |
April 7, 2014 |  | May 15, 2014 |  | $ | 229 |  | $ | 110 |  | $ | 5 |  | $ | 344 |  |  | $ | 0.6300 |
January 9, 2014 |  | February 14, 2014 |  | $ | 221 |  | $ | 102 |  | $ | 5 |  | $ | 328 |  |  | $ | 0.6150 |
(1) Payable to unitholders of record at the close of business on October 31, 2014, for the period July 1, 2014 through September 30, 2014. During the nine months ended September 30, 2014, distributions of approximately $2 million were paid to noncontrolling interests in SLC Pipeline LLC. AAP Distributions. The following table details the distributions to AAP’s partners from distributions received from PAA paid during or pertaining to the first nine months of 2014 (in millions):
|  |  |  |  |  | Distributions to AAP’s Partners |
|  | Distributions received |  | Cash |  |  |  | Noncontrolling |  |  |
Distribution Date |  | by AAP from PAA |  | Reserves |  | Total |  | Interests |  | PAGP |
November 14, 2014 (1) |  | $ | 129 |  | $ | (4 | ) | $ | 125 |  | $ | 99 |  | $ | 26 |
August 14, 2014 |  | $ | 122 |  | $ | (3 | ) | $ | 119 |  | $ | 94 |  | $ | 25 |
May 15, 2014 |  | $ | 115 |  | $ | (4 | ) | $ | 111 |  | $ | 88 |  | $ | 23 |
February 14, 2014 (2) |  | $ | 107 |  | $ | (3 | ) | $ | 104 |  | $ | 87 |  | $ | 17 |
(1) Payable to unitholders of record at the close of business on October 31, 2014, for the period July 1, 2014 through September 30, 2014. (2) The distribution paid by AAP on February 14, 2014 was prorated as of the date of the consummation of our IPO, such that the owners of AAP prior to our IPO received the portion of the distribution attributable to the period prior to our IPO, and the owners of AAP at the date of record of January 31, 2014, including us, received the portion of the distribution attributable to the period beginning on the date of the IPO through the end of the fourth quarter of 2013. In September 2013, the AAP credit agreement was amended to increase the amount of the term loan by $300 million. Upon receipt, the net term loan proceeds of $299 million were distributed to AAP’s partners, excluding AAP Management Unit holders, in proportion to their respective ownership interests.

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- Definition The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 272 -SubTopic 10 -Section 50 -Paragraph 3 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 272 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 5 -Subparagraph (SAB TOPIC 4.F) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187171-122770 + Details
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