v3.25.1
Partners' Capital and Distributions
 3 Months Ended
Mar. 31, 2025
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 SharesClass B SharesClass C Shares
Outstanding at December 31, 2024197,465,699 35,390,231 542,004,838 
Exchange Right exercises (1)
277,925 (277,925)— 
Repurchase of Series A preferred units by a subsidiary
— — (12,678,560)
Other— — 5,650 
Outstanding at March 31, 2025197,743,624 35,112,306 529,331,928 
 
 Class A SharesClass B SharesClass C Shares
Outstanding at December 31, 2023196,416,760 36,237,168 539,445,289 
Exchange Right exercises (1)
835,499 (835,499)— 
Other— — 62,282 
Outstanding at March 31, 2024197,252,259 35,401,669 539,507,571 
(1)See Note 11 to our Consolidated Financial Statements included in Part IV of our 2024 Annual Report on Form 10-K for information regarding conversions of AAP Management Units, Exchange Rights and Redemption Rights.

Distributions

The following table details distributions to our Class A shareholders paid during or pertaining to the first three months of 2025 (in millions, except per share data):

Class A Shareholders
Distribution Payment Date
Record Date (1)
Quarter Ended
Cash Distribution
Distribution per Unit
May 15, 2025 May 1, 2025March 31, 2025$75 $0.38 
February 14, 2025January 31, 2025December 31, 2024$75 $0.38 
(1)Payable to shareholders of record at the close of business on the applicable Record Date.

Consolidated Subsidiaries

Noncontrolling Interests in Subsidiaries

As of March 31, 2025, 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 15% 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”).

Repurchase of PAA Series A Preferred Units

On January 31, 2025, PAA repurchased approximately 12.7 million of its outstanding Series A preferred units from EnCap Flatrock Midstream at the issue price of $26.25 per unit for a purchase price of approximately $333 million, plus accrued and unpaid distributions through January 30, 2025 of approximately $10 million. EnCap Flatrock Midstream is affiliated with EnCap Investments, L.P., an entity that is associated with a member of our board of directors. The repurchase also resulted in a reduction to the related Preferred Distribution Rate Reset Option liability. See Note 12 to our Consolidated Financial Statements included in Part IV of our 2024 Annual Report on Form 10-K for additional information regarding the Preferred Distribution Rate Reset Option.
Subsidiary Distributions
 
PAA Series A Preferred Unit Distributions. Distributions on PAA’s Series A preferred units accumulate and are payable quarterly within 45 days following the end of each quarter. See Note 11 to our Consolidated Financial Statements included in Part IV of our 2024 Annual Report on Form 10-K for additional information regarding 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 three months of 2025 (in millions, except per unit data):

Series A Preferred Unitholders
Distribution Payment Date
Record Date (1)
Quarter Ended
Cash DistributionDistribution per Unit
May 15, 2025 (2)
May 1, 2025March 31, 2025$36 $0.615 
February 14, 2025January 31, 2025December 31, 2024$36 $0.615 
(1)Payable to unitholders of record at the close of business on the applicable Record Date.
(2)At March 31, 2025, 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. See Note 11 to our Consolidated Financial Statements included in Part IV of our 2024 Annual Report on Form 10-K for additional information regarding PAA Series B preferred unit distributions. 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
Record Date (1)
Distribution Period
Cash Distribution Distribution per Unit
May 15, 2025 (2)
May 1, 2025
February 15, 2025 through May 14, 2025
$17 $21.49 
February 18, 2025February 3, 2025
November 15, 2024 through February 14, 2025
$18 $22.73 
(1)Payable to unitholders of record at the close of business on the applicable Record Date.
(2)At March 31, 2025, approximately $9 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 three months of 2025 (in millions, except per unit data):
 Distributions
Distribution per Common Unit
Common UnitholdersTotal Cash Distribution
Distribution Payment Date
Record Date (1)
Quarter EndedPublicAAP
May 15, 2025May 1, 2025March 31, 2025$179 $88 $267 $0.38 
February 14, 2025January 31, 2025December 31, 2024$179 $88 $267 $0.38 
(1)Payable to unitholders of record at the close of business on the applicable Record Date.
AAP Distributions. The following table details the distributions to AAP’s partners paid during or pertaining to the first three months of 2025 from distributions received from PAA (in millions):

 
Distributions to AAP’s Partners
Distribution Payment Date
Record Date (1)
Quarter EndedNoncontrolling InterestsPAGPTotal Cash Distribution
May 15, 2025
May 1, 2025March 31, 2025$13 $75 $88 
February 14, 2025January 31, 2025December 31, 2024$13 $75 $88 
(1)Payable to unitholders of record at the close of business on the applicable Record Date.

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
March 31,
20252024
Permian JV$105 $74 
Cactus II
22 20 
Red River5 6 
$132 $100