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Partners' Capital and Distributions | 9 Months Ended
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Sep. 30, 2023
Partners' Capital Notes [Abstract] |
Partners' Capital and Distributions | 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 and June 30, 2023 | 71,090,468 |  |  | 800,000 |  |  | 698,390,006 |
Issuances of common units under equity-indexed compensation plans | — |  |  | — |  |  | 2,602,506 |
Outstanding at September 30, 2023 | 71,090,468 |  |  | 800,000 |  |  | 700,992,512 |
| 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 |
Repurchase and cancellation of common units under the Common Equity Repurchase Program | — |  |  | — |  |  | (4,876,062) |
Issuances of common units under equity-indexed compensation plans | — |  |  | — |  |  | 147,830 |
Outstanding at June 30, 2022 | 71,090,468 |  |  | 800,000 |  |  | 697,939,946 |
Issuances of common units under equity-indexed compensation plans | — |  |  | — |  |  | 392,739 |
Outstanding at September 30, 2022 | 71,090,468 |  |  | 800,000 |  |  | 698,332,685 |
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 paid in May 2023 reflected 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 nine months of 2023 (in millions, except per unit data):
|  | Series A Preferred Unitholders
Distribution Payment Date |  | Cash Distribution |  |  | Distribution per Unit
November 14, 2023 (1) |  | $ | 44 |  |  |  | $ | 0.615 |
August 14, 2023 |  | $ | 44 |  |  |  | $ | 0.615 |
May 15, 2023 |  | $ | 42 |  |  |  | $ | 0.585 |
February 14, 2023 |  | $ | 37 |  |  |  | $ | 0.525 |
(1)Payable to unitholders of record at the close of business on October 31, 2023 for the period from July 1, 2023 through September 30, 2023. At September 30, 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. From November 15, 2022 through August 14, 2023, distributions on the Series B preferred units accumulated for each distribution period at a percentage of the liquidation preference of $1,000 per unit equal to the applicable three-month LIBOR plus a spread of 4.11% per annum. Beginning August 15, 2023, distributions on the Series B preferred units accumulate based on the applicable three-month SOFR, plus a credit spread adjustment of 0.26121%, plus 4.11% per annum. 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
November 15, 2023 (1) |  | $ | 20 |  |  |  | $ | 24.88 |
August 15, 2023 |  | $ | 19 |  |  |  | $ | 24.10 |
May 15, 2023 |  | $ | 18 |  |  |  | $ | 22.18 |
February 15, 2023 |  | $ | 18 |  |  |  | $ | 22.27 |
(1)Payable to unitholders of record at the close of business on November 1, 2023 for the period from August 15, 2023 through November 14, 2023. At September 30, 2023, approximately $10 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 nine 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 |  |  |
November 14, 2023 (1) |  | $ | 125 |  |  | $ | 62 |  |  | $ | 187 |  |  |  | $ | 0.2675 |
August 14, 2023 |  | $ | 123 |  |  | $ | 64 |  |  | $ | 187 |  |  |  | $ | 0.2675 |
May 15, 2023 |  | $ | 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 October 31, 2023 for the period from July 1, 2023 through September 30, 2023. Noncontrolling Interests in Subsidiaries As of September 30, 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”). Distributions to Noncontrolling Interests The following table details distributions paid to noncontrolling interests during the periods presented (in millions):
| Three Months Ended September 30, |  | Nine Months Ended September 30, |  |
| 2023 |  | 2022 |  | 2023 |  | 2022 |  |
Permian JV | $ | 67 |  |  | $ | 68 |  |  | $ | 178 |  |  | $ | 179 |  |  |
Cactus II (1) | 14 |  |  | — |  |  | 43 |  |  | — |  |  |
Red River | 5 |  |  | 5 |  |  | 16 |  |  | 15 |  |  |
| $ | 86 |  |  | $ | 73 |  |  | $ | 237 |  |  | $ | 194 |  |  |
(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.

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- Definition The entire disclosure for the formation, structure, control and ownership of the partnership. Disclosures related to accounts comprising partners' capital. Includes balances of general partners' capital account, limited partners' capital account, preferred partners' capital account and total partners' capital account and units outstanding; accumulated other comprehensive income; amount and nature of changes to amount of partner's capital and units outstanding by class, rights and privileges for each class of units; distribution policies and distributions paid by unit class; impact of and correction of an error in previously issued financial statements; limitations of partners' liability; redemption, conversion and distribution policies; and deferred compensation related to the issuance of units. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent + Details
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