Partners' Capital and Distributions

3 Months Ended

Mar. 31, 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 three months of 2014 (in millions, except per share amounts):

Date Declared	Date Paid or To Be Paid	Distributions Paid to Class A Shareholders		Distributions per Class A Share (2)
April 7, 2014	May 15, 2014 (1)	$	23	$	0.17055
January 9, 2014	February 14, 2014	$	17	$	0.12505

(1) Payable to shareholders of record at the close of business on May 2, 2014, for the period January 1, 2014 through March 31, 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.

Noncontrolling Interests in Subsidiaries

As of March 31, 2014, noncontrolling interests in subsidiaries consisted of the following: (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.

Distributions

The following table details the distributions PAA paid during or pertaining to the first three months of 2014, net of incentive distribution reductions (in millions, except per unit amounts):

		Distributions Paid								Distributions
		Common		AAP						per limited
Date Declared	Date Paid or To Be Paid	Units		Incentive		2%		Total		partner unit
April 7, 2014	May 15, 2014 (1)	$	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 May 2, 2014, for the period January 1, 2014 through March 31, 2014.

On February 14, 2014, AAP distributed approximately $104 million of the distributions received from PAA, net of cash reserves of approximately $3 million, to its partners. The distribution 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 of the fourth quarter of 2013 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 our IPO through the end of the fourth quarter of 2013. Of the $104 million distributed by AAP, approximately $87 million was paid to noncontrolling interests.

On May 15, 2014, AAP will distribute approximately $111 million of the distributions it receives from PAA, net of cash reserves of approximately $4 million, to its partners as of the date of record of May 2, 2014. Of the $111 million to be distributed by AAP, approximately $88 million will be paid to noncontrolling interests.

Additionally, during the three months ended March 31, 2014, distributions of approximately $1 million were paid to noncontrolling interests in SLC Pipeline.

PAA Continuous Offering Program

During the three months ended March 31, 2014, PAA sold an aggregate of approximately 2.8 million common units under its continuous offering program, generating proceeds of approximately $148 million, net of offering costs.