Partners' Capital and Distributions

3 Months Ended

Mar. 31, 2023

Partners’ Capital and Distributions

Units Outstanding

The following tables present the activity for our preferred and common units:


	Limited Partners
	Series A Preferred Units	Series B Preferred Units	Common Units
Outstanding at December 31, 2022	71,090,468	800,000	698,354,498

Issuances of common units under equity-indexed compensation plans	—	—	35,508
Outstanding at March 31, 2023	71,090,468	800,000	698,390,006


	Limited Partners
	Series A Preferred Units	Series B Preferred Units	Common Units
Outstanding at December 31, 2021	71,090,468	800,000	704,991,540

Repurchase and cancellation of common units under the Common Equity Repurchase Program	—	—	(2,375,299)
Issuances of common units under equity-indexed compensation plans	—	—	51,937
Outstanding at March 31, 2022	71,090,468	800,000	702,668,178

Distributions

Series A Preferred Unit Distributions. After the fifth anniversary of the January 28, 2016 issuance date of our Series A preferred units, the holders of our Series A preferred units, acting by majority vote, had the option to make a one-time election to reset the Series A preferred unit distribution rate to equal the then applicable rate of ten-year U.S. Treasury Securities plus 5.85% (the “Preferred Distribution Rate Reset Option”). In January 2023, the Series A preferred unitholders elected the Preferred Distribution Rate Reset Option which resulted in an increase in the quarterly distribution rate to approximately $0.615 per unit. This new distribution rate was effective on January 31, 2023. The quarterly distribution to be paid in May 2023 will reflect a pro-rated amount of approximately $0.585 per unit. The following table details distributions to our Series A preferred unitholders paid during or pertaining to the first three months of 2023 (in millions, except per unit data):


	Series A Preferred Unitholders
Distribution Payment Date	Cash Distribution		Distribution per Unit


May 15, 2023 (1)	$	42	$	0.585
February 14, 2023	$	37	$	0.525

(1)Payable to unitholders of record at the close of business on May 1, 2023 for the period from January 1, 2023 through March 31, 2023. At March 31, 2023, such amount was accrued as distributions payable in “Other current liabilities” on our Condensed Consolidated Balance Sheet.

Series B Preferred Unit Distributions. Distributions on the Series B preferred units accumulate and are payable quarterly in arrears on the 15th day of February, May, August and November. See Note 12 to our Consolidated Financial Statements included in Part IV of our 2022 Annual Report on Form 10-K for additional information regarding our Series B preferred unit distributions. The following table details distributions paid or to be paid to our Series B preferred unitholders (in millions, except per unit data):


	Series B Preferred Unitholders
Distribution Payment Date	Cash Distribution		Distribution per Unit


May 15, 2023 (1)	$	18	$	22.18
February 15, 2023	$	18	$	22.27

(1)Payable to unitholders of record at the close of business on May 1, 2023 for the period from February 15, 2023 through May 14, 2023. At March 31, 2023, approximately $9 million of accrued distributions payable to our Series B preferred unitholders was included in “Other current liabilities” on our Condensed Consolidated Balance Sheet.

Common Unit Distributions. The following table details distributions to our common unitholders paid during or pertaining to the first three months of 2023 (in millions, except per unit data):


	Distributions						Cash Distribution per Common Unit
	Common Unitholders				Total Cash Distribution
Distribution Payment Date	Public		AAP


May 15, 2023 (1)	$	122	$	65	$	187	$	0.2675
February 14, 2023	$	122	$	65	$	187	$	0.2675

(1)Payable to unitholders of record at the close of business on May 1, 2023 for the period from January 1, 2023 through March 31, 2023.

Noncontrolling Interests in Subsidiaries

As of March 31, 2023, noncontrolling interests in our subsidiaries consisted of (i) a 35% interest in Plains Oryx Permian Basin LLC (the “Permian JV”), (ii) a 30% interest in Cactus II Pipeline LLC (“Cactus II”) and (iii) a 33% interest in Red River Pipeline Company LLC (“Red River”).

The following table details distributions paid to noncontrolling interests during the periods presented (in millions):


	Three Months Ended March 31,
	2023		2022
Permian JV	$	58	$	54
Cactus II (1)	14		—
Red River	6		5
	$	78	$	59

(1)In November 2022, we acquired an additional interest in Cactus II which, combined with changes in the governance of this entity, resulted in our obtaining control of the entity. Subsequent to this transaction, we reflect Cactus II as a consolidated subsidiary. See Note 7 to our Consolidated Financial Statements included in Part IV of our 2022 Annual Report on Form 10-K for additional information on the Cactus II transaction.