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


	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

⁽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.

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


Distribution Payment Date	Distributions to Class A Shareholders		Distributions per Class A Share


May 15, 2020 ⁽¹⁾	$	33	$	0.18
February 14, 2020	$	66	$	0.36

⁽¹⁾Payable to shareholders of record at the close of business on May 1, 2020 for the period from January 1, 2020 through March 31, 2020.

As of March 31, 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 25% limited partner interest in AAP and (iii) a 33% interest in Red River Pipeline Company LLC (“Red River LLC”).

During the three months ended March 31, 2020, we received $8 million of contributions from noncontrolling interests in Red River LLC related to the Red River pipeline capacity expansion.

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 2020 (in millions, except per unit data):


	Series A Preferred Unitholders
Distribution Payment Date	Cash Distribution		Distribution per Unit


May 15, 2020 ⁽¹⁾	$	37	$	0.525
February 14, 2020	$	37	$	0.525

⁽¹⁾Payable to unitholders of record at the close of business on May 1, 2020 for the period from January 1, 2020 through March 31, 2020. At March 31, 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 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

May 15, 2020 ⁽¹⁾	$	24.5	$	30.625

⁽¹⁾Payable to unitholders of record at the close of business on May 1, 2020 for the period from November 15, 2019 through May 14, 2020.

At March 31, 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 three 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


May 15, 2020 ⁽¹⁾	$	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 May 1, 2020 for the period from January 1, 2020 through March 31, 2020.

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


	Distribution to AAP’s Partners
Distribution Payment Date	Noncontrolling Interests		PAGP		Total Cash Distributions


May 15, 2020 ⁽¹⁾	$	12	$	33	$	45
February 14, 2020	$	24	$	66	$	90

⁽¹⁾Payable to unitholders of record at the close of business on May 1, 2020 for the period from January 1, 2020 through March 31, 2020.