Partners' Capital and Distributions (Tables)

9 Months Ended

Sep. 30, 2015

The following table details the distributions paid to Class A shareholders during or pertaining to the first nine months of 2015 (in millions, except per share data):


			Distributions to		Distributions per
Date Declared	Distribution Date		Class A Shareholders		Class A Share
October 7, 2015	November 13, 2015	(1)	$	52	$	0.231
July 7, 2015	August 14, 2015		$	51	$	0.227
April 7, 2015	May 15, 2015		$	50	$	0.222
January 8, 2015	February 13, 2015		$	42	$	0.203

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Payable to shareholders of record at the close of business on October 30, 2015 for the period July 1, 2015 through September 30, 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 nine months ended September 30, 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	(20,250,884)	20,250,884
Shares issued in connection with PAGP LTIP award vestings	—	20,800
Balance at September 30, 2015	378,845,615	227,204,958

PAA

Partners Capital and Distributions

Schedule of distributions

The following table details the distributions to PAA’s partners paid during or pertaining to the first nine 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
October 7, 2015	November 13, 2015	(1)	$	279	$	6	$	148	$	433	$	0.7000
July 7, 2015	August 14, 2015		$	276	$	6	$	146	$	428	$	0.6950
April 7, 2015	May 15, 2015		$	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 October 30, 2015 for the period July 1, 2015 through September 30, 2015.

AAP

Partners Capital and Distributions

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 2015 (in millions):


						Distributions to AAP’s Partners
		Distributions Received		Cash				Noncontrolling
Distribution Date		by AAP from PAA		Reserves		Total		Interests		PAGP
November 13, 2015	(1)	$	154	$	(3)	$	151	$	98	$	53
August 14, 2015		$	152	$	(5)	$	147	$	96	$	51
May 15, 2015		$	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 October 30, 2015 for the period July 1, 2015 through September 30, 2015.