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Partners' Capital and Distributions

9 Months Ended

Sep. 30, 2019

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, 2018	159,485,588	119,604,338		516,938,280
Redemption Right exercises ⁽¹⁾	—	(91,672	)	91,672
Other	—	—		226,814
Outstanding at March 31, 2019	159,485,588	119,512,666		517,256,766
Exchange Right exercises ⁽¹⁾	7,331,745	(7,331,745	)	—
Redemption Right exercises ⁽¹⁾	—	(12,193,771	)	12,193,771
Other	—	—		603,456
Outstanding at June 30, 2019	166,817,333	99,987,150		530,053,993
Exchange Right exercises ⁽¹⁾	15,173,490	(15,173,490	)	—
Redemption Right exercises ⁽¹⁾	—	(16,254,598	)	16,254,598
Other	15,186	—		588,771
Outstanding at September 30, 2019	182,006,009	68,559,062		546,897,362



	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 ⁽¹⁾	907,899	(907,899	)	—
Redemption Right exercises ⁽¹⁾		(39,224	)	39,224
Issuance of Series A preferred units by a subsidiary	—	—		1,393,926
Other	—	—		17,766
Outstanding at March 31, 2018	157,019,038	126,037,449		512,376,348
Exchange Right exercises ⁽¹⁾	935,092	(935,092	)	—
Redemption Right exercises ⁽¹⁾	—	(3,084,027	)	3,084,027
Outstanding at June 30, 2018	157,954,130	122,018,330		515,460,375
Exchange Right exercises ⁽¹⁾	1,195,405	(1,195,405	)	—
Redemption Right exercises ⁽¹⁾	—	(183,225	)	183,225
Other	11,250	—		494,400
Outstanding at September 30, 2018	159,160,785	120,639,700		516,138,000


⁽¹⁾	See Note 12 to our Consolidated Financial Statements included in Part IV of our 2018 Annual Report on Form 10-K for information regarding Exchange Rights and Redemption Rights.

Exchange Right and Redemption Right Exercises

During the nine months ended September 30, 2019, an affiliate of The Energy & Minerals Group (“EMG”) and a subsidiary of Occidental Petroleum Corporation (“Oxy”) exercised their Exchange Right and Redemption Right. The Redemption Right exercises resulted in the issuance of additional Class C shares to PAA. The Exchange Right exercises resulted in the transfer of a portion of partners’ capital from noncontrolling interests to our Class A shareholders and the associated recognition of a deferred tax asset that was recorded as a component of partners’ capital as it resulted from transactions with shareholders.

Distributions

The following table details distributions to our Class A shareholders paid during or pertaining to the first nine months of 2019 (in millions, except per share data):



Distribution Payment Date	Distributions to Class A Shareholders		Distributions per Class A Share
November 14, 2019 ⁽¹⁾	$	66	$	0.36
August 14, 2019	$	60	$	0.36
May 15, 2019	$	57	$	0.36
February 14, 2019	$	48	$	0.30


⁽¹⁾	Payable to shareholders of record at the close of business on October 31, 2019 for the period from July 1, 2019 through September 30, 2019.

Consolidated Subsidiaries

Noncontrolling Interests in Subsidiaries

As of September 30, 2019, noncontrolling interests in our subsidiaries consisted of (i) limited partner interests in PAA including a 68% 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 27% 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.

Subsidiary Distributions

PAA Series A Preferred Unit Distributions. The following table details distributions to PAA’s Series A preferred unitholders paid during or pertaining to the first nine months of 2019 (in millions, except per unit data):



	Series A Preferred Unitholders
Distribution Payment Date	Cash Distribution		Distribution per Unit
November 14, 2019 ⁽¹⁾	$	37	$	0.525
August 14, 2019	$	37	$	0.525
May 15, 2019	$	37	$	0.525
February 14, 2019	$	37	$	0.525


⁽¹⁾	Payable to unitholders of record at the close of business on October 31, 2019 for the period from July 1, 2019 through September 30, 2019. At September 30, 2019, such amount was accrued to 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 are payable semi-annually in arrears on the 15th day of May and November. The following table details distributions paid or to be paid to PAA’s Series B preferred unitholders during the first nine months of 2019 (in millions, except per unit data):



	Series B Preferred Unitholders
Distribution Payment Date	Cash Distribution		Distribution per Unit
November 15, 2019⁽¹⁾	$	24.5	$	30.625
May 15, 2019	$	24.5	$	30.625


⁽¹⁾	Payable to unitholders of record at the close of business on November 1, 2019 for the period from May 15, 2019 through November 14, 2019.

As of September 30, 2019, we had accrued approximately $18 million of distributions payable to PAA’s Series B preferred unitholders 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 nine months of 2019 (in millions, except per unit data):



	Distributions						Cash Distribution per Common Unit
	Common Unitholders				Total Cash Distribution
Distribution Payment Date	Public		AAP		Total Cash Distribution
November 14, 2019 ⁽¹⁾	$	171	$	91	$	262	$	0.36
August 14, 2019	$	166	$	96	$	262	$	0.36
May 15, 2019	$	161	$	101	$	262	$	0.36
February 14, 2019	$	134	$	84	$	218	$	0.30


⁽¹⁾	Payable to unitholders of record at the close of business on October 31, 2019 for the period from July 1, 2019 through September 30, 2019.

AAP Distributions. The following table details the distributions to AAP’s partners paid during or pertaining to the first nine months of 2019 from distributions received from PAA (in millions):



	Distribution to AAP’s Partners
Distribution Payment Date	Noncontrolling Interests		PAGP		Total Cash Distributions
November 14, 2019 ⁽¹⁾	$	25	$	66	$	91
August 14, 2019	$	36	$	60	$	96
May 15, 2019	$	44	$	57	$	101
February 14, 2019	$	36	$	48	$	84


⁽¹⁾	Payable to unitholders of record at the close of business on October 31, 2019 for the period from July 1, 2019 through September 30, 2019.

During the nine months ended September 30, 2019, distributions of $4 million were paid to noncontrolling interests in Red River LLC.