Partners' Capital and Distributions

9 Months Ended

Sep. 30, 2020

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, 2019	182,138,592	65,785,702	549,538,139
Conversion of AAP Management Units (1)	—	559,768	—
Exchange Right exercises (1)	2,101,487	(2,101,487)	—
Redemption Right exercises (1)	—	(1,206,599)	1,206,599
Other	—	—	24,431
Outstanding at March 31, 2020	184,240,079	63,037,384	550,769,169
Conversion of AAP Management Units (1)	—	35,349	—

Redemption Right exercises (1)	—	(40,679)	40,679
Other	20,099	—	27,292
Outstanding at June 30, 2020	184,260,178	63,032,054	550,837,140

Exchange Right exercises (1)	3,000,000	(3,000,000)	—
Redemption Right exercises (1)	—	(2,613,326)	2,613,326
Other	26,215	—	349,978
Outstanding at September 30, 2020	187,286,393	57,418,728	553,800,444


	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

(1)See Note 12 to our Consolidated Financial Statements included in Part IV of our 2019 Annual Report on Form 10-K for information regarding conversions of AAP Management Units, Exchange Rights and Redemption Rights.

Common Equity Repurchase Program. On November 2, 2020, we announced that the board of directors of our general partner has 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 PAGP 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 PAGP Class A shares. Any PAA common units or PAGP Class A shares that are repurchased will be canceled.

Distributions

The following table details distributions to our Class A shareholders paid during or pertaining to the first nine months of 2020 (in millions, except per share data):


Distribution Payment Date	Distributions to Class A Shareholders		Distributions per Class A Share
November 13, 2020 (1)	$	34	$	0.18
August 14, 2020	$	33	$	0.18
May 15, 2020	$	33	$	0.18
February 14, 2020	$	66	$	0.36

(1)Payable to shareholders of record at the close of business on October 30, 2020 for the period from July 1, 2020 through September 30, 2020.

Consolidated Subsidiaries

Noncontrolling Interests in Subsidiaries

As of September 30, 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 23% limited partner interest in AAP and (iii) a 33% interest in Red River Pipeline Company LLC (“Red River LLC”).

During the nine months ended September 30, 2020, we received $11 million of contributions from noncontrolling interests in Red River LLC related to the Red River pipeline capacity expansion and paid distributions of $6 million.

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 2020 (in millions, except per unit data):


	Series A Preferred Unitholders
Distribution Payment Date	Cash Distribution		Distribution per Unit
November 13, 2020 (1)	$	37	$	0.525
August 14, 2020	$	37	$	0.525
May 15, 2020	$	37	$	0.525
February 14, 2020	$	37	$	0.525

(1)Payable to unitholders of record at the close of business on October 30, 2020 for the period from July 1, 2020 through September 30, 2020. At September 30, 2020, 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 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 (in millions, except per unit data):


	Series B Preferred Unitholders
Distribution Payment Date	Cash Distribution		Distribution per Unit
November 16, 2020 (1)	$	24.5	$	30.625
May 15, 2020	$	24.5	$	30.625

(1)Payable to unitholders of record at the close of business on November 2, 2020 for the period from May 15, 2020 through November 14, 2020.

At September 30, 2020, approximately $18 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 nine months of 2020 (in millions, except per unit data):


	Distributions						Cash Distribution per Common Unit
	Common Unitholders				Total Cash Distribution
Distribution Payment Date	Public		AAP
November 13, 2020 (1)	$	87	$	44	$	131	$	0.18
August 14, 2020	$	86	$	45	$	131	$	0.18
May 15, 2020	$	86	$	45	$	131	$	0.18
February 14, 2020	$	172	$	90	$	262	$	0.36

(1)Payable to unitholders of record at the close of business on October 30, 2020 for the period from July 1, 2020 through September 30, 2020.

AAP Distributions. The following table details the distributions to AAP’s partners paid during or pertaining to the first nine months of 2020 from distributions received from PAA (in millions):


	Distribution to AAP’s Partners
Distribution Payment Date	Noncontrolling Interests		PAGP		Total Cash Distributions
November 13, 2020 (1)	$	10	$	34	$	44
August 14, 2020	$	12	$	33	$	45
May 15, 2020	$	12	$	33	$	45
February 14, 2020	$	24	$	66	$	90

(1)Payable to unitholders of record at the close of business on October 30, 2020 for the period from July 1, 2020 through September 30, 2020.