Note 7—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 2015 (in millions, except per share data):

		Distributions to		Distributions per
Date Declared	Distribution Date	Class A Shareholders		Class A Share
April 7, 2015	May 15, 2015 (1)	$	50	$	0.222
January 8, 2015	February 13, 2015	$	42	$	0.203

(1)

Payable to shareholders of record at the close of business on May 1, 2015 for the period January 1, 2015 through March 31, 2015.

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 11 to our Consolidated Financial Statements included in Part IV of our 2014 Annual Report on Form 10-K. During the three months ended March 31, 2015, 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 impact of such Exchange Right exercises on our Class A and Class B shares outstanding is reflected in the table below.

Shares Outstanding

The following table presents the activity for our Class A shares and Class B shares for the three months ended March 31, 2015:

	Class B Shares		Class A Shares
Balance at December 31, 2014	399,096,499		206,933,274
Shares (exchanged)/issued in connection with Exchange Right exercises	(15,819,735	)	15,819,735
Shares issued in connection with LTIP award vestings	—		20,800
Balance at March 31, 2015	383,276,764		222,773,809

Consolidated Subsidiaries

Noncontrolling Interests in Subsidiaries

As of March 31, 2015, noncontrolling interests in our subsidiaries consisted of (i) a 98% limited partner interest in PAA, (ii) an approximate 63% 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 three months of 2015, 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		2%		Incentive		Total		partner unit
April 7, 2015	May 15, 2015 (1)	$	272	$	6	$	142	$	420	$	0.6850
January 8, 2015	February 13, 2015	$	254	$	5	$	131	$	390	$	0.6750

(1)

Payable to unitholders of record at the close of business on May 1, 2015 for the period January 1, 2015 through March 31, 2015.

AAP Distributions. The following table details the distributions to AAP’s partners from distributions received from PAA paid during or pertaining to the first three months of 2015 (in millions):

						Distributions to AAP’s Partners
	Distributions Received		Cash					Noncontrolling
Distribution Date	by AAP from PAA		Reserves			Total		Interests		PAGP
May 15, 2015 (1)	$	148	$	(3	)	$	145	$	95	$	50
February 13, 2015	$	136	$	(3	)	$	133	$	91	$	42

(1)

Payable to unitholders of record at the close of business on May 1, 2015 for the period January 1, 2015 through March 31, 2015.

Other Distributions. During the three months ended March 31, 2015, distributions of $1 million were paid to noncontrolling interests in SLC Pipeline LLC.

Sales of Common Units by Subsidiaries

PAA Continuous Offering Program. During the three months ended March 31, 2015, PAA issued an aggregate of approximately 1.1 million common units under its continuous offering program, generating proceeds of $58 million, net of offering costs.

PAA Underwritten Offering. In March 2015, PAA completed an underwritten public offering of 21.0 million common units, generating proceeds of approximately $1.0 billion, net of costs associated with the offering.