Partners' Capital and Distributions (Tables)

3 Months Ended

Mar. 31, 2017

Schedule of activity for Class A shares, Class B shares and Class C shares

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



	Class A Shares	Class B Shares		Class C Shares
Outstanding at December 31, 2016	101,206,526	138,043,486		491,910,863
Conversion of AAP Management Units ⁽¹⁾	—	276,405		—
Exchange Right exercises ⁽¹⁾	479,298	(479,298	)	—
Redemption Right exercises ⁽¹⁾	—	(3,454,374	)	3,454,374
Sales of Class A shares	50,086,326	—		—
Sales of common units by a subsidiary	—	—		4,033,567
Issuance of Series A preferred units by a subsidiary	—	—		1,287,773
Other	7,810	—		82,872
Outstanding at March 31, 2017	151,779,960	134,386,219		500,769,449



	Class A Shares	Class B Shares
Outstanding at December 31, 2015	86,099,037	141,485,588
Conversion of AAP Management Units ⁽¹⁾	—	6,742,383
Exchange Right exercises ⁽¹⁾	14,065,812	(14,065,812	)
Issuance of Class A shares under LTIP	7,811	—
Outstanding at March 31, 2016	100,172,660	134,162,159

___________________________________________


⁽¹⁾	See Note 11 to our Consolidated Financial Statements included in Part IV of our 2016 Annual Report on Form 10-K for additional discussion regarding conversions of AAP Management Units, Exchange Rights and Redemption Rights.

Schedule of sale of Class A shares

The following table summarizes our sales of Class A shares during the three months ended March 31, 2017 (net proceeds in millions):



Type of Offering	Class A Shares Issued	Net Proceeds ⁽¹⁾
Continuous Offering Program	1,786,326	$	61	⁽²⁾
Underwritten Offering	48,300,000	1,474
	50,086,326	$	1,535

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


⁽²⁾	We pay commissions to our sales agents in connection with issuances of Class A shares under our Continuous Offering Program. We paid $1 million of such commissions during the three months ended March 31, 2017.

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 three months of 2017 (in millions, except per unit data):



	Distributions						Cash Distribution per Common Unit
	Common Unitholders				Total Cash Distribution
Distribution Payment Date	Public		AAP		Total Cash Distribution
May 15, 2017 ⁽¹⁾	$	240	$	159	$	399	$	0.55
February 14, 2017	$	237	$	134	$	371	$	0.55


⁽¹⁾	Payable to unitholders of record at the close of business on May 1, 2017 for the period January 1, 2017 through March 31, 2017.

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 three months of 2017 from distributions received from PAA (in millions):



	Distribution to AAP's Partners
Distribution Payment Date	Noncontrolling Interests		PAGP		Total Cash Distributions
May 15, 2017 ⁽¹⁾	$	75	$	84	$	159
February 14, 2017	$	77	$	57	$	134

___________________________________________


⁽¹⁾	Payable to unitholders of record at the close of business on May 1, 2017 for the period January 1, 2017 through March 31, 2017.

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 three months of 2017 (in millions, except per share data):



Distribution Payment Date	Distributions to Class A Shareholders		Distributions per Class A Share
May 15, 2017 ⁽¹⁾	$	84	$	0.55
February 14, 2017	$	57	$	0.55

___________________________________________


⁽¹⁾	Payable to shareholders of record at the close of business on May 1, 2017 for the period January 1, 2017 through March 31, 2017.