Partners' Capital and Distributions (Tables)

3 Months Ended

Mar. 31, 2015

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.

Schedule of activity for Class A and Class B shares

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

PAA

Partners Capital and Distribution

Schedule of 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

Partners Capital and Distribution

Schedule of distributions

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.