Partners' Capital and Distributions

6 Months Ended

Jun. 30, 2023

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.