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Partners' Capital and Distributions | 12 Months Ended
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Dec. 31, 2020
Partners' Capital Notes [Abstract] |
Partners' Capital and Distributions | Partners’ Capital and Distributions Our Shares Our Class A shares, Class B shares and Class C shares represent limited partner interests in us. The holders of our Class A and Class B shares are entitled to exercise the rights or privileges available to limited partners under our partnership agreement, but only holders of Class A shares are entitled to participate in our distributions. Our Class C shares are non-economic and provide PAA, as the sole holder of such Class C shares, the right to vote, pro rata with the holders of our Class A and Class B shares, in the election of eligible PAGP GP directors. Pursuant to the Omnibus Agreement entered into on November 15, 2016, the number of Class C shares that PAA owns will at all times equal the number of outstanding PAA common units, excluding common units held by AAP, and Series A preferred units. Thus, the Class C shares function as a “pass-through” voting mechanism through which PAA votes at the direction of and as proxy for the PAA common unitholders, other than AAP, and Series A preferred unitholders in such director elections. Exchange and Redemption Rights Holders of AAP units and their permitted transferees each have the right to exchange all or a portion of their AAP units for Class A shares at an exchange ratio of one Class A share for each AAP unit exchanged (referred to herein as their “Exchange Right”). This Exchange Right may be exercised only if, simultaneously therewith, an equal number of our Class B shares and general partner units are transferred by the exercising party to us. Additionally, a holder of vested AAP Management Units is entitled to convert his or her AAP Management Units into AAP units and a like number of our Class B shares based on a conversion ratio of approximately 0.941 AAP units for each AAP Management Unit. Following any such conversion, the holder will have the Exchange Right for our Class A shares. Holders of AAP Management Units who convert such units into AAP units and Class B shares will not receive general partner units and thus will not need to include any general partner units in a transfer or the exercise of their Exchange Right. See Note 15 for information regarding the recognition of deferred tax assets associated the transfer of ownership resulting from Exchange Right exercises. Additionally, subject to certain limitations, a holder of AAP units (other than us and GP LLC) has the right (a “Redemption Right”) to cause AAP to redeem any or all of such holder’s AAP units in exchange for the distribution of an equivalent number of PAA common units held by AAP (“AAP Unit Redemption”). In connection with any AAP Unit Redemption, the redeeming holder will transfer the AAP units to AAP and a corresponding number of our Class B shares and general partner units (if any), in each case, to us. The AAP units transferred to AAP will be canceled, the Class B shares transferred to us will be canceled and the general partner units transferred to us will remain outstanding and increase our ownership percentage in our general partner. Additionally, we will issue a corresponding number of Class C shares to PAA. Shares Outstanding 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
Outstanding at December 31, 2017 | 156,111,139 |  |  | 126,984,572 |  |  | 510,925,432 |
Exchange Right exercises | 3,363,199 |  |  | (3,363,199) |  |  | — |
Redemption Right exercises | — |  |  | (4,017,035) |  |  | 4,017,035 |
Issuance of Series A preferred units by a subsidiary | — |  |  | — |  |  | 1,393,926 |
Other | 11,250 |  |  | — |  |  | 601,887 |
Outstanding at December 31, 2018 | 159,485,588 |  |  | 119,604,338 |  |  | 516,938,280 |
Exchange Right exercises (1) | 22,637,818 |  |  | (22,637,818) |  |  | — |
Redemption Right exercises (1) | — |  |  | (31,180,818) |  |  | 31,180,818 |
Other | 15,186 |  |  | — |  |  | 1,419,041 |
Outstanding at December 31, 2019 | 182,138,592 |  |  | 65,785,702 |  |  | 549,538,139 |
Conversion of AAP Management Units | — |  |  | 595,117 |  |  | — |
Exchange Right exercises | 11,858,457 |  |  | (11,858,457) |  |  |
Redemption Right exercises |  |  | (3,882,170) |  |  | 3,882,170 |
Repurchase of common units by a subsidiary | — |  |  | — |  |  | (6,222,748) |
Other | 54,387 |  |  |  |  | 520,201 |
Outstanding at December 31, 2020 | 194,051,436 |  |  | 50,640,192 |  |  | 547,717,762 |
(1)Includes exercises by Oxy and an affiliate of The Energy & Minerals Group (“EMG”). See Note 17 for additional information. Distributions We distribute 100% of our available cash within 55 days following the end of each quarter to Class A shareholders of record. Available cash is generally defined as all cash on hand at the date of determination of available cash for the distribution in respect to such quarter (including expected distributions from AAP in respect of such quarter), less reserves established by our general partner for future requirements. The following table details the distributions paid to our Class A shareholders during the periods indicated (in millions, except per share data):
Year |  | Distributions to Class A Shareholders |  | Distributions per Class A Share
2020 |  | $ | 166 |  |  | $ | 0.90 |
2019 |  | $ | 231 |  |  | $ | 1.38 |
2018 |  | $ | 189 |  |  | $ | 1.20 |
On January 7, 2021, we declared a cash distribution of $0.18 per outstanding Class A share. This distribution of $35 million was paid on February 12, 2021 to shareholders of record at the close of business on January 29, 2021, for the period October 1, 2020 through December 31, 2020. Other Comprehensive Income/(Loss) Other comprehensive income/(loss) attributable to our Class A shareholders is comprised solely of their proportionate share of PAA’s other comprehensive income/(loss) based on our indirect ownership interest in PAA during the period. Consolidated Subsidiaries Noncontrolling Interests in Subsidiaries As of December 31, 2020, noncontrolling interests in our subsidiaries consisted of (i) limited partner interests in PAA including a 69% interest in PAA’s common units and PAA’s Series A preferred units combined and 100% of PAA’s Series B preferred units, (ii) an approximate 21% limited partner interest in AAP and (iii) a 33% interest in Red River Pipeline Company LLC (“Red River LLC”), as discussed further below. In May 2019, we formed a joint venture, Red River LLC, with Delek Logistics Partners, LP (“Delek”) on our Red River pipeline system. We received approximately $128 million for Delek’s 33% interest in Red River LLC. We consolidate Red River LLC, with Delek’s 33% interest accounted for as a noncontrolling interest. Additionally, during the year ended December 31, 2020, we received $12 million of contributions from noncontrolling interests in Red River LLC related to the Red River pipeline capacity expansion. Repurchases of Units by Subsidiary Common Equity Repurchase Program. In November 2020, the board of directors of our general partner approved a $500 million common equity repurchase program (the “Program”) to be utilized as an additional method of returning capital to investors. The Program authorizes the repurchase from time to time of up to $500 million of PAA common units and/or our Class A shares via open market purchases or negotiated transactions conducted in accordance with applicable regulatory requirements. No time limit has been set for completion of the Program, and the Program may be suspended or discontinued at any time. The Program does not obligate PAA or us to acquire a particular number of PAA common units or Class A shares. Any PAA common units or Class A shares that are repurchased will be canceled. Class C shares held by PAA associated with any publicly held common units that are repurchased will also be canceled. PAA repurchased 6,222,748 common units under the Program through open market purchases during the year ended December 31, 2020. The total purchase price of these repurchases was $50 million, including commissions and fees. The repurchased common units were canceled immediately upon acquisition, as were the Class C shares held by PAA associated with the repurchased common units. We did not repurchase any Class A shares under the Program during the year ended December 31, 2020. At December 31, 2020, the remaining available capacity under the program was $450 million. PAA’s capital attributable to AAP was adjusted, in accordance with ASC 810, to reflect the accretion of its interest in PAA as a result of the repurchase of common units from public unitholders. Such adjustment is recognized by PAGP in proportion to its ownership interest in AAP, which results in a net increase in partners’ capital attributable to PAGP. See Note 15 for additional information regarding the associated impact to the deferred tax asset. Subsidiary Distributions PAA Preferred Unit Distributions. The following table details distributions paid to PAA’s preferred unitholders during the year presented (in millions, except unit data):
|  | Series A Preferred Unitholders |  |  | Series B Preferred Unitholders
|  | Distribution (1) |  |  | Cash Distribution
Year |  | Cash |  | Units |  |
2020 |  | $ | 149 |  |  | — |  |  |  | $ | 49 |
2019 |  | $ | 149 |  |  | — |  |  |  | $ | 49 |
2018 |  | $ | 112 |  |  | 1,393,926 |  |  |  | $ | 49 |
(1)PAA elected to pay distributions on its Series A preferred units in additional Series A preferred units for each quarterly distribution from their issuance through the February 2018 distribution. Distributions on PAA’s Series A preferred units have been paid in cash since the May 2018 distribution. During 2018, PAA issued additional Series A preferred units in lieu of cash distributions of $37 million. On February 12, 2021, PAA paid a cash distribution of $37 million to its Series A preferred unitholders. At December 31, 2020, such amount was accrued as distributions payable in “Other current liabilities” on our Consolidated Balance Sheet. At December 31, 2020, approximately $6 million of accrued distributions payable to PAA’s Series B preferred unitholders was included in “Other current liabilities” on our Consolidated Balance Sheet. PAA Common Unit Distributions. PAA distributes 100% of its available cash within 45 days following the end of each quarter to common unitholders of record, including AAP. Available cash is generally defined as all of PAA’s cash and cash equivalents on hand at the end of each quarter, less reserves established in the reasonable discretion of its general partner for future requirements. The following table details distributions paid by PAA during the year presented (in millions, except per unit data):
|  | Distributions Paid |  |  | Distributions per common unit
Year |  | Public |  | AAP |  | Total |  |
2020 |  | $ | 432 |  |  | $ | 223 |  |  | $ | 655 |  |  |  | $ | 0.90 |
2019 |  | $ | 632 |  |  | $ | 372 |  |  | $ | 1,004 |  |  |  | $ | 1.38 |
2018 |  | $ | 532 |  |  | $ | 339 |  |  | $ | 871 |  |  |  | $ | 1.20 |
On January 7, 2021, PAA declared a cash distribution of $0.18 per unit on its outstanding common units. The total distribution of $130 million was paid on February 12, 2021 to unitholders of record at the close of business on January 29, 2021, for the period from October 1, 2020 through December 31, 2020. Of this amount, approximately $44 million was paid to AAP. AAP Distributions. AAP distributes all of the cash received from PAA distributions on a quarterly basis, less reserves established in the discretion of its general partner for future requirements. Generally, distributions are paid to its partners in proportion to their percentage interest in AAP. 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 |  | Noncontrolling Interests |  | PAGP |  | Total Cash Distributions
2020 |  | $ | 57 |  |  | $ | 166 |  |  | $ | 223 |
2019 |  | $ | 141 |  |  | $ | 231 |  |  | $ | 372 |
2018 |  | $ | 150 |  |  | $ | 189 |  |  | $ | 339 |
On February 12, 2021, AAP distributed $44 million to its partners from distributions received from PAA. Of this amount, $9 million was distributed to noncontrolling interests and $35 million was distributed to us. Other Distributions. During the years ended December 31, 2020 and 2019, distributions of $10 million and $6 million, respectively, were paid to noncontrolling interests in Red River LLC.

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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 -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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