Partners' Capital and Distributions (Tables)

9 Months Ended

Sep. 30, 2014

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.

Schedule of impact of Exchange Right exercises on 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

PAA

Partners Capital and Distribution

Schedule of 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.

AAP

Partners Capital and Distribution

Schedule of 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.