
	Class A Shares	Class B Shares	Class C Shares
Outstanding at December 31, 2020	194,051,436	50,640,192	547,717,762
Conversion of AAP Management Units (1)	—	414,608	—
Exchange Right exercises (1)	46,879	(46,879)	—
Redemption Right exercises (1)	—	(229,931)	229,931
Repurchase of common units by a subsidiary under Common Equity Repurchase Program (2)	—	—	(350,000)
Other	—	—	25,431
Outstanding at March 31, 2021	194,098,315	50,777,990	547,623,124

Exchange Right exercises (1)	25,554	(25,554)	—
Redemption Right exercises (1)	—	(535,009)	535,009
Repurchase of common units by a subsidiary under Common Equity Repurchase Program	—	—	(4,940,592)
Other	—	—	256,321
Outstanding at June 30, 2021	194,123,869	50,217,427	543,473,862


	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

(1)See Note 12 to our Consolidated Financial Statements included in Part IV of our 2020 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 2021 (in millions, except per share data):


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

August 13, 2021 (1)	$	35	$	0.18
May 14, 2021	$	35	$	0.18
February 12, 2021	$	35	$	0.18

As of June 30, 2021, 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 21% limited partner interest in AAP and (iii) a 33% interest in Red River Pipeline Company LLC (“Red River LLC”).

PAA repurchased 5,290,592 common units under the Common Equity Repurchase Program (the “Program”) through open market purchases that settled during the six months ended June 30, 2021. The total purchase price of these repurchases was $53 million, including commissions and fees. The repurchased common units were canceled immediately upon acquisition, as were the Class C shares held by PAA associated with the repurchased common units. At June 30, 2021, the remaining available capacity under the Program was $397 million. See Note 12 to our Consolidated Financial Statements included in Part IV of our 2020 Annual Report on Form 10-K for additional information regarding the Program.

PAA’s capital attributable to AAP was adjusted, in accordance with ASC 810, to reflect the accretion of its interest in PAA as a result of the repurchase of common units from public unitholders. Such adjustment is recognized by PAGP in proportion to its ownership interest in AAP, which results in a net increase in partners’ capital attributable to PAGP.

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 2021 (in millions, except per unit data):


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

August 13, 2021 (1)	$	37	$	0.525
May 14, 2021	$	37	$	0.525
February 12, 2021	$	37	$	0.525

(1)Payable to unitholders of record at the close of business on July 30, 2021 for the period from April 1, 2021 through June 30, 2021. At June 30, 2021, 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 (in millions, except per unit data):

At June 30, 2021, 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 2021 (in millions, except per unit data):


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

August 13, 2021 (1)	$	85	$	44	$	129	$	0.18
May 14, 2021	$	86	$	44	$	130	$	0.18
February 12, 2021	$	86	$	44	$	130	$	0.18

AAP Distributions. The following table details the distributions to AAP’s partners paid during or pertaining to the first six months of 2021 from distributions received from PAA (in millions):


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

August 13, 2021 (1)	$	9	$	35	$	44
May 14, 2021	$	9	$	35	$	44
February 12, 2021	$	9	$	35	$	44