Partners' Capital and Distributions (Tables)

6 Months Ended

Jun. 30, 2017

Schedule of activity for Class A shares, Class B shares and Class C shares

The following tables present the activity for our Class A shares, Class B shares and Class C shares:



	Class A Shares	Class B Shares		Class C Shares
Outstanding at December 31, 2016	101,206,526	138,043,486		491,910,863
Conversion of AAP Management Units ⁽¹⁾	—	1,557,860		—
Exchange Right exercises ⁽¹⁾	2,172,236	(2,172,236	)	—
Redemption Right exercises ⁽¹⁾	—	(3,486,333	)	3,486,333
Sales of Class A shares	50,086,326	—		—
Sales of common units by a subsidiary	—	—		4,033,567
Issuance of common units by a subsidiary for acquisition of interest in Advantage Joint Venture (Note 6)	—	—		1,252,269
Issuance of Series A preferred units by a subsidiary	—	—		2,601,300
Other	7,810	—		122,344
Outstanding at June 30, 2017	153,472,898	133,942,777		503,406,676



	Class A Shares	Class B Shares
Outstanding at December 31, 2015	86,099,037	141,485,588
Conversion of AAP Management Units ⁽¹⁾	—	6,742,383
Exchange Right exercises ⁽¹⁾	14,169,317	(14,169,317	)
Issuance of Class A shares under LTIP	7,811	—
Outstanding at June 30, 2016	100,276,165	134,058,654

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⁽¹⁾	See Note 11 to our Consolidated Financial Statements included in Part IV of our 2016 Annual Report on Form 10-K for information regarding conversions of AAP Management Units, Exchange Rights and Redemption Rights.

Schedule of sale of Class A shares

The following table summarizes our sales of Class A shares during the six months ended June 30, 2017 (net proceeds in millions):



Type of Offering	Class A Shares Issued	Net Proceeds ⁽¹⁾
Continuous Offering Program	1,786,326	$	61	⁽²⁾
Underwritten Offering	48,300,000	1,474
	50,086,326	$	1,535


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


⁽²⁾	We pay commissions to our sales agents in connection with issuances of Class A shares under our Continuous Offering Program. We paid $1 million of such commissions during the six months ended June 30, 2017.

PAA

Partners Capital and Distributions

Schedule of distributions

The following table details the distributions to PAA’s partners paid in cash during or pertaining to the first six months of 2017 (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
August 14, 2017 ⁽¹⁾	$	240	$	159	$	399	$	0.55
May 15, 2017	$	240	$	159	$	399	$	0.55
February 14, 2017	$	237	$	134	$	371	$	0.55


⁽¹⁾	Payable to unitholders of record at the close of business on July 31, 2017 for the period April 1, 2017 through June 30, 2017.

AAP

Partners Capital and Distributions

Schedule of distributions

The following table details the distributions paid to AAP’s partners during or pertaining to the first six months of 2017 from distributions received from PAA (in millions):



	Distribution to AAP's Partners
Distribution Payment Date	Noncontrolling Interests		PAGP		Total Cash Distributions
August 14, 2017 ⁽¹⁾	$	75	$	84	$	159
May 15, 2017	$	75	$	84	$	159
February 14, 2017	$	77	$	57	$	134

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⁽¹⁾	Payable to unitholders of record at the close of business on July 31, 2017 for the period April 1, 2017 through June 30, 2017.

Class A Shares

Partners Capital and Distributions

Schedule of distributions

The following table details the distributions paid to our Class A shareholders during or pertaining to the first six months of 2017 (in millions, except per share data):



Distribution Payment Date	Distributions to Class A Shareholders		Distributions per Class A Share
August 14, 2017 ⁽¹⁾	$	84	$	0.55
May 15, 2017	$	84	$	0.55
February 14, 2017	$	57	$	0.55

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⁽¹⁾	Payable to shareholders of record at the close of business on July 31, 2017 for the period April 1, 2017 through June 30, 2017.