
	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


	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

⁽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 six months of 2020 (in millions, except per share data):


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

August 14, 2020⁽¹⁾	$	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 July 31, 2020 for the period from April 1, 2020 through June 30, 2020.

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

During the six months ended June 30, 2020, we received $10 million of contributions from noncontrolling interests in Red River LLC related to the Red River pipeline capacity expansion and paid distributions of $4 million.

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 six months of 2020 (in millions, except per unit data):


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

August 14, 2020⁽¹⁾	$	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 July 31, 2020 for the period from April 1, 2020 through June 30, 2020. At June 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 to PAA’s Series B preferred unitholders during the first six months of 2020 (in millions, except per unit data):


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

May 15, 2020	$	24.5	$	30.625

At June 30, 2020, approximately $6 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 2020 (in millions, except per unit data):


	Distributions									Cash Distribution per Common Unit
	Common Unitholders						Total Cash Distribution
Distribution Payment Date	Public		AAP

August 14, 2020 ⁽¹⁾	$	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 July 31, 2020 for the period from April 1, 2020 through June 30, 2020.

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


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

August 14, 2020 ⁽¹⁾	$	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 July 31, 2020 for the period from April 1, 2020 through June 30, 2020.