Partners' Capital and Distributions (Tables)

12 Months Ended

Dec. 31, 2016

Schedule of activity for Class A and Class B shares

The following table presents the activity for our Class A shares, Class B shares and Class C shares:



	Class A Shares	Class B Shares		Class C Shares
Balance at December 31, 2013	50,257,321	177,319,493		—
Shares issued/(exchanged) in connection with Exchange Right exercises ⁽¹⁾	27,450,437	(27,450,437	)	—
Balance at December 31, 2014	77,707,758	149,869,056		—
Shares issued/(exchanged) in connection with Exchange Right exercises	8,383,468	(8,383,468	)	—
Shares issued in connection with PAGP LTIP award vestings	7,811	—		—
Balance at December 31, 2015	86,099,037	141,485,588		—
Shares issued in connection with conversion of AAP Management Units	—	14,693,093		—
Shares issued/(exchanged) in connection with Exchange Right exercises	15,099,678	(15,099,678	)	—
Shares issued in connection with PAGP LTIP award vestings	7,811	—		—
Shares issued in connection with the Simplification Transactions	—	—		477,648,826
Shares issued in connection with PAA common unit issuances	—	—		11,226,520
Shares issued/(redeemed) in connection with Redemption Right exercises	—	(3,035,517	)	3,035,517
Balance at December 31, 2016	101,206,526	138,043,486		491,910,863


⁽¹⁾	Includes 25,910,938 Class A shares issued to Oxy immediately preceding the sale of such shares in an underwritten secondary public offering.

AAP

Partners Capital and Distributions

Schedule of distributions

The following table details the distributions to AAP’s partners paid during the periods indicated from distributions received from PAA (in millions):



								Distributions to AAP’s Partners
Year	Available Cash Before Reserves			Cash Reserves				Total		Noncontrolling Interests		PAGP
Year	Available Cash Before Reserves			Cash Reserves				Total		Noncontrolling Interests		PAGP
2016	$	598	⁽²⁾	$	(11	)	⁽³⁾	$	587	$	353	$	234
2015	$	590		$	(14	)		$	576	$	380	$	196
2014 ⁽¹⁾	$	473		$	(14	)		$	459	$	368	$	91

⁽¹⁾

The distribution paid by AAP in the first quarter of 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.

⁽²⁾

Includes $33 million that was 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 paid to AAP in respect of its 2% general partner interest in PAA and the IDRs, equaled 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 paid to AAP’s partners in November 2016 assumed that the Simplification Transactions had closed as of the date of record for the third quarter distribution. Pursuant to the Omnibus Agreement entered into as part of the Simplification Transactions, AAP’s expenses will be paid by PAA. Therefore, no cash was 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 Class A shareholders during the periods indicated (in millions, except per share data):



Year	Distributions Paid		Distributions per Class A Share
2016	$	234	$	2.40
2015	$	195	$	2.35
2014 ⁽¹⁾	$	91	$	1.78


⁽¹⁾	The distribution paid to our Class A shareholders in the first quarter of 2014 was based on the prorated distribution received from AAP attributable to the period beginning on the date of the closing of our IPO through the end of the fourth quarter of 2013.

PAA

Partners Capital and Distributions

Schedule of distributions

The following table details distributions paid by PAA (in millions, except per unit data):



	Distributions Paid						Distributions per common unit
Year	Common Unitholders		AAP ⁽¹⁾		Total		Distributions per common unit
2016	$	1,062	$	565	$	1,627	$	2.65
2015	$	1,081	$	590	$	1,671	$	2.76
2014	$	934	$	473	$	1,407	$	2.55


⁽¹⁾	During the years ended December 31, 2016, 2015 and 2014, AAP’s incentive distributions were reduced by approximately $18 million, $22 million and $23 million, respectively, which were agreed to in connection with certain acquisitions.

Sales of common units by subsidiaries

The following table summarizes PAA’s issuance of common units in connection with its Continuous Offering Program and underwritten offerings (net proceeds in millions):



Year	Type of Offering	Units Issued	Net Proceeds ⁽¹⁾
2016 Total	Continuous Offering Program	26,278,288	$	796	⁽²⁾

2015	Continuous Offering Program	1,133,904	$	58	⁽²⁾
2015	Underwritten Offering	21,000,000	1,041
2015 Total		22,133,904	$	1,099

2014 Total	Continuous Offering Program	15,375,810	$	848	⁽²⁾


⁽¹⁾	Amounts are net of costs associated with the offerings.


⁽²⁾	PAA pays commissions to sales agents in connection with common unit issuances under its Continuous Offering Program. PAA paid $8 million, $1 million and $9 million of such commissions during 2016, 2015 and 2014, respectively