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Partners' Capital and Distributions | 6 Months Ended
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Jun. 30, 2023
Partners' Capital Notes [Abstract] |
Partners' Capital and Distributions | Partners’ Capital and Distributions Shares Outstanding 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, 2022 | 194,407,642 |  |  | 46,205,947 |  |  | 528,442,538 |
Conversion of AAP Management Units (1) (2) | — |  |  | 388,839 |  |  | — |
Redemption Right exercises (1) | — |  |  | (181,916) |  |  | 181,916 |
Other | — |  |  | — |  |  | 35,508 |
Outstanding at March 31, 2023 | 194,407,642 |  |  | 46,412,870 |  |  | 528,659,962 |
Exchange Right exercises (1) | 1,554,000 |  |  | (1,554,000) |  |  | — |
Redemption Right exercises (1) | — |  |  | (60,354) |  |  | 60,354 |
Outstanding at June 30, 2023 | 195,961,642 |  |  | 44,798,516 |  |  | 528,720,316 |
| Class A Shares |  | Class B Shares |  | Class C Shares
Outstanding at December 31, 2021 | 194,192,777 |  |  | 46,645,514 |  |  | 534,596,831 |
Conversion of AAP Management Units (1) | — |  |  | 205,024 |  |  | — |
Exchange Right exercises (1) | 35,700 |  |  | (35,700) |  |  | — |
Redemption Right exercises (1) | — |  |  | (11,957) |  |  | 11,957 |
Repurchase and cancellation of common units by a subsidiary under the Common Equity Repurchase Program | — |  |  | — |  |  | (2,375,299) |
Other | — |  |  | — |  |  | 51,937 |
Outstanding at March 31, 2022 | 194,228,477 |  |  | 46,802,881 |  |  | 532,285,426 |
Conversion of AAP Management Units (1) | — |  |  | 53,023 |  |  | — |
Repurchase and cancellation of common units by a subsidiary under the Common Equity Repurchase Program | — |  |  | — |  |  | (4,876,062) |
Other | — |  |  | — |  |  | 147,830 |
Outstanding at June 30, 2022 | 194,228,477 |  |  | 46,855,904 |  |  | 527,557,194 |
(1)See Note 12 to our Consolidated Financial Statements included in Part IV of our 2022 Annual Report on Form 10-K for information regarding conversions of AAP Management Units, Exchange Rights and Redemption Rights. (2)Following this conversion, no AAP Management Units remain outstanding. Distributions The following table details distributions to our Class A shareholders paid during or pertaining to the first six months of 2023 (in millions, except per share data):
Distribution Payment Date |  | Distributions to Class A Shareholders |  | Distributions per Class A Share
August 14, 2023 (1) |  | $ | 52 |  |  | $ | 0.2675 |
May 15, 2023 |  | $ | 52 |  |  | $ | 0.2675 |
February 14, 2023 |  | $ | 52 |  |  | $ | 0.2675 |
(1)Payable to shareholders of record at the close of business on July 31, 2023 for the period from April 1, 2023 through June 30, 2023. Consolidated Subsidiaries Noncontrolling Interests in Subsidiaries As of June 30, 2023, 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 19% limited partner interest in AAP, (iii) a 35% interest in Plains Oryx Permian Basin LLC (the “Permian JV”), (iv) a 30% interest in Cactus II Pipeline LLC (“Cactus II”) and (v) a 33% interest in Red River Pipeline Company LLC (“Red River”). Subsidiary Distributions PAA Series A Preferred Unit Distributions. After the fifth anniversary of the January 28, 2016 issuance date of PAA’s Series A preferred units, the holders of PAA’s 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 PAA’s Series A preferred unitholders paid during or pertaining to the first six months of 2023 (in millions, except per unit data):
|  | Series A Preferred Unitholders
Distribution Payment Date |  | Cash Distribution |  |  | Distribution per Unit
August 14, 2023 (1) |  | $ | 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 July 31, 2023 for the period from April 1, 2023 through June 30, 2023. At June 30, 2023, such amount was accrued as distributions payable in “Other current liabilities” on our Condensed Consolidated Balance Sheet. PAA Series B Preferred Unit Distributions. Distributions on PAA’s Series B preferred units accumulate and are payable quarterly in arrears on the 15th day of February, May, August and November. The following table details distributions paid or to be paid to PAA’s Series B preferred unitholders (in millions, except per unit data):
|  | Series B Preferred Unitholders
Distribution Payment Date |  | Cash Distribution |  |  | Distribution per Unit
August 15, 2023 (1) |  | $ | 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 August 1, 2023 for the period from May 15, 2023 through August 14, 2023. At June 30, 2023, approximately $10 million of accrued distributions payable to PAA’s Series B preferred unitholders was included in “Other current liabilities” on our Condensed Consolidated Balance Sheet. PAA Common Unit Distributions. The following table details distributions to PAA’s common unitholders paid during or pertaining to the first six 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 |  |  |
August 14, 2023 (1) |  | $ | 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 July 31, 2023 for the period from April 1, 2023 through June 30, 2023. AAP Distributions. The following table details the distributions to AAP’s partners paid during or pertaining to the first six months of 2023 from distributions received from PAA (in millions):
|  | Distributions to AAP’s Partners
Distribution Payment Date |  | Noncontrolling Interests |  | PAGP |  | Total Cash Distribution
August 14, 2023 (1) |  | $ | 12 |  |  | $ | 52 |  |  | $ | 64 |
May 15, 2023 |  | $ | 13 |  |  | $ | 52 |  |  | $ | 65 |
February 14, 2023 |  | $ | 13 |  |  | $ | 52 |  |  | $ | 65 |
(1)Payable to unitholders of record at the close of business on July 31, 2023 for the period from April 1, 2023 through June 30, 2023. Consolidated Joint Venture Distributions. The following table details distributions paid to noncontrolling interests in consolidated joint ventures during the periods presented (in millions):
| Three Months Ended June 30, |  | Six Months Ended June 30, |  |
| 2023 |  | 2022 |  | 2023 |  | 2022 |  |
Permian JV | $ | 53 |  |  | $ | 58 |  |  | $ | 111 |  |  | $ | 112 |  |  |
Cactus II (1) | 15 |  |  | — |  |  | 29 |  |  | — |  |  |
Red River | 5 |  |  | 4 |  |  | 11 |  |  | 9 |  |  |
| $ | 73 |  |  | $ | 62 |  |  | $ | 151 |  |  | $ | 121 |  |  |
(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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