Partners' Capital and Distributions (Tables)

9 Months Ended

Sep. 30, 2016

Schedule of activity for Class A and Class B shares

The following tables present the activity for our Class A shares and Class B shares:



	Class B Shares		Class A Shares
Outstanding at December 31, 2015	376,771,593		229,278,980
Shares issued in connection with conversion of AAP Management Units	36,130,927		—
Shares (exchanged)/issued in connection with Exchange Right exercises	(39,052,628	)	39,052,628
Shares issued in connection with PAGP LTIP award vestings	—		20,800
Outstanding at September 30, 2016	373,849,892		268,352,408



	Class B Shares		Class A Shares
Outstanding 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
Outstanding at September 30, 2015	378,845,615		227,204,958

AAP

Partners Capital and Distributions

Schedule of distributions

The following table details the distributions paid to AAP’s partners during or pertaining to the first nine months of 2016 from distributions received from PAA (in millions):



								Distributions to AAP’s Partners
Distribution Date	Available Cash Before Reserves			Cash Reserves				Total		Noncontrolling Interests		PAGP
November 14, 2016 ⁽¹⁾	$	134	⁽²⁾	$	—		⁽³⁾	$	134	$	79	$	55
August 12, 2016	$	155		$	(4	)		$	151	$	89	$	62
May 13, 2016	$	155		$	(5	)		$	150	$	89	$	61
February 12, 2016	$	155		$	(4	)		$	151	$	96	$	55

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⁽¹⁾	Payable to unitholders of record at the close of business on October 31, 2016 for the period July 1, 2016 through September 30, 2016.

⁽²⁾

Includes $33 million that will be borrowed under the AAP senior secured revolving credit facility. AAP agreed to borrow funds under its credit agreement as necessary to make a special true-up distribution to its partners that, when added to the distributions to be paid to AAP in respect of its 2% general partner interest in PAA and the IDRs, equals the total distribution its partners would have received if the closing of the Simplification Transactions had occurred immediately prior to the record date for the third quarter distribution.


⁽³⁾	The amount of the distribution to be paid to AAP's partners assumes that the Simplification Transactions had closed as of the date of record for the third quarter distribution. As part of the Simplification Transactions, AAP's expenses will be paid by PAA. Therefore, no cash will be reserved from this distribution for future expenses of AAP.

Class A Shares

Partners Capital and Distributions

Schedule of distributions

The following table details the distributions paid to our Class A shareholders during or pertaining to the first nine months of 2016 (in millions, except per share data):



Distribution Date	Distributions to Class A Shareholders		Distributions per Class A Share
November 14, 2016 ⁽¹⁾	$	55	$	0.2065
August 12, 2016	$	62	$	0.2310
May 13, 2016	$	62	$	0.2310
February 12, 2016	$	55	$	0.2310

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⁽¹⁾	Payable to shareholders of record at the close of business on October 31, 2016 for the period July 1, 2016 through September 30, 2016.

PAA

Partners Capital and Distributions

Schedule of distributions

The following table details the distributions to PAA’s partners paid in cash during or pertaining to the first nine months of 2016, net of reductions in AAP’s incentive distributions (in millions, except per unit data):



	Distributions						Distributions per common unit
Distribution Date	Common Unitholders		AAP		Total		Distributions per common unit
November 14, 2016 ⁽¹⁾	$	227	$	101	$	328	$	0.55
August 12, 2016	$	278	$	155	$	433	$	0.70
May 13, 2016	$	278	$	155	$	433	$	0.70
February 12, 2016	$	278	$	155	$	433	$	0.70

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⁽¹⁾	Payable to unitholders of record at the close of business on October 31, 2016 for the period July 1, 2016 through September 30, 2016.