PLAINS ALL AMERICAN PIPELINE LP [PAA] Filings

10-Q 1 paa-20240930.htm 10-Q paa-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________

FORM 10-Q

________________________________________________________________________________________________________________________________

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 1-14569

________________________________________________________________

PLAINS ALL AMERICAN PIPELINE, L.P.

(Exact name of registrant as specified in its charter)


Delaware						76-0582150
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

333 Clay Street, Suite 1600

Houston, Texas 77002

(Address of principal executive offices) (Zip code)

(713) 646-4100

(Registrant’s telephone number, including area code)

________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	PAA	Nasdaq

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

As of October 31, 2024, there were 703,669,059 Common Units outstanding.

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

TABLE OF CONTENTS


			Page
PART I. FINANCIAL INFORMATION
Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets: As of S eptember 30, 2024 and December 31, 2023			3
Condensed Consolidated Statements of Operations: For the three and nine months ended September 30, 2024 and 2023			4
Condensed Consolidated Statements of Comprehensive Income: For the three and nine months ended September 30, 2024 and 2023			5
Condensed Consolidated Statements of Changes in Accumulated Other Comprehensive Income/(Loss): For the nine months ended September 30, 2024 and 2023			5
Condensed Consolidated Statements of Cash Flows: For the nine months ended September 30, 2024 and 2023			6
Condensed Consolidated Statements of Changes in Partners’ Capital: For the three and nine months ended Sep tember 30, 2024 and 2023			7
Notes to the Condensed Consolidated Financial Statements:
1. Organization and Basis of Consolidation and Presentation			9

2. Revenues and Accounts Receivable			11
3. Net Income Per Common Unit			14
4. Inventory, Linefill and Long-term Inventory			15
5. Debt			16
6. Partners’ Capital and Distributions			17
7. Derivatives and Risk Management Activities			19
8. Related Party Transactions			23
9. Commitments and Contingencies			25
10. Segment Information			30


Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			34
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			54
Item 4. CONTROLS AND PROCEDURES			55

PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS			56
Item 1A. RISK FACTORS			56
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			56
Item 3. DEFAULTS UPON SENIOR SECURITIES			56
Item 4. MINE SAFETY DISCLOSURES			56
Item 5. OTHER INFORMATION			56
Item 6. EXHIBITS			57
SIGNATURES			61

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except unit data)


	September 30, 2024		December 31, 2023
	(unaudited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	640	$	450

Trade accounts receivable and other receivables, net	3,952		3,760
Inventory	436		548
Other current assets	141		155
Total current assets	5,169		4,913

PROPERTY AND EQUIPMENT	21,464		21,143
Accumulated depreciation	(5,813)		(5,361)
Property and equipment, net	15,651		15,782

OTHER ASSETS
Investments in unconsolidated entities	2,846		2,820
Intangible assets, net	1,674		1,875
Linefill	991		976
Long-term operating lease right-of-use assets, net	298		313
Long-term inventory	257		265
Other long-term assets, net	269		411
Total assets	$	27,155	$	27,355

LIABILITIES AND PARTNERS’ CAPITAL

CURRENT LIABILITIES
Trade accounts payable	$	3,675	$	3,844
Short-term debt	765		446
Other current liabilities	696		713
Total current liabilities	5,136		5,003

LONG-TERM LIABILITIES
Senior notes, net	7,140		7,242
Other long-term debt, net	72		63
Long-term operating lease liabilities	269		274
Other long-term liabilities and deferred credits	1,006		1,041
Total long-term liabilities	8,487		8,620

COMMITMENTS AND CONTINGENCIES (NOTE 9)

PARTNERS’ CAPITAL
Series A preferred unitholders (71,090,468 and 71,090,468 units outstanding, respectively)	1,513		1,509
Series B preferred unitholders (800,000 and 800,000 units outstanding, respectively)	787		787
Common unitholders (703,669,059 and 701,008,749 units outstanding, respectively)	7,935		8,126
Total partners’ capital excluding noncontrolling interests	10,235		10,422
Noncontrolling interests	3,297		3,310
Total partners’ capital	13,532		13,732
Total liabilities and partners’ capital	$	27,155	$	27,355

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per unit data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(unaudited)				(unaudited)
REVENUES
Product sales revenues	$	12,282	$	11,581	$	36,321	$	34,726
Services revenues	461		490		1,350		1,288
Total revenues	12,743		12,071		37,671		36,014

COSTS AND EXPENSES
Purchases and related costs	11,557		11,106		34,333		32,972
Field operating costs	483		372		1,191		1,062
General and administrative expenses	98		92		287		263
Depreciation and amortization	257		260		769		776
(Gains)/losses on asset sales, net	1		7		1		(144)
Total costs and expenses	12,396		11,837		36,581		34,929

OPERATING INCOME	347		234		1,090		1,085

OTHER INCOME/(EXPENSE)
Equity earnings in unconsolidated entities	97		99		298		277
Gain on investment in unconsolidated entities	—		29		—		28
Interest expense (net of capitalized interest of $2, $3, $7, and $8, respectively)	(113)		(97)		(318)		(290)


Other income, net	26		—		45		85

INCOME BEFORE TAX	357		265		1,115		1,185
Current income tax expense	(20)		(22)		(143)		(104)
Deferred income tax (expense)/benefit	(25)		36		21		22

NET INCOME	312		279		993		1,103
Net income attributable to noncontrolling interests	(92)		(76)		(257)		(185)
NET INCOME ATTRIBUTABLE TO PAA	$	220	$	203	$	736	$	918

NET INCOME PER COMMON UNIT (NOTE 3):
Net income allocated to common unitholders — Basic and Diluted	$	157	$	140	$	540	$	728
Basic and diluted weighted average common units outstanding	702		700		702		699
Basic and diluted net income per common unit	$	0.22	$	0.20	$	0.77	$	1.04

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(unaudited)				(unaudited)
Net income	$	312	$	279	$	993	$	1,103
Other comprehensive income/(loss)	36		(35)		(68)		50
Comprehensive income	348		244		925		1,153
Comprehensive income attributable to noncontrolling interests	(92)		(76)		(257)		(185)
Comprehensive income attributable to PAA	$	256	$	168	$	668	$	968

The accompanying notes are an integral part of these condensed consolidated financial statements.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

(in millions)


	Derivative Instruments		Translation Adjustments		Other		Total
	(unaudited)
Balance at December 31, 2023	$	(81)	$	(755)	$	—	$	(836)

Reclassification adjustments	6		—		—		6
Unrealized gain on hedges	9		—		—		9
Currency translation adjustments	—		(84)		—		(84)
Other	—		—		1		1
Total period activity	15		(84)		1		(68)
Balance at September 30, 2024	$	(66)	$	(839)	$	1	$	(904)


	Derivative Instruments		Translation Adjustments		Other		Total
	(unaudited)
Balance at December 31, 2022	$	(107)	$	(846)	$	(1)	$	(954)

Reclassification adjustments	8		—		—		8
Unrealized gain on hedges	40		—		—		40
Currency translation adjustments	—		2		—		2

Total period activity	48		2		—		50
Balance at September 30, 2023	$	(59)	$	(844)	$	(1)	$	(904)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	Nine Months Ended September 30,
	2024		2023
	(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	993	$	1,103
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	769		776
(Gains)/losses on asset sales, net	1		(144)


Deferred income tax benefit	(21)		(22)

Gain on foreign currency revaluation	(16)		(4)
Settlement of terminated interest rate hedging instruments (Note 7)	57		80
Change in fair value of Preferred Distribution Rate Reset Option (Note 7)	—		(58)
Equity earnings in unconsolidated entities	(298)		(277)
Distributions on earnings from unconsolidated entities	383		351
Gain on investment in unconsolidated entities	—		(28)
Other	52		53
Changes in assets and liabilities, net of acquisitions	(157)		(114)
Net cash provided by operating activities	1,763		1,716

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid in connection with acquisitions, net of cash acquired	(144)		(289)
Investments in unconsolidated entities	(4)		(28)
Additions to property, equipment and other	(453)		(404)
Cash paid for purchases of linefill	(21)		(19)
Proceeds from sales of assets	8		286

Cash received from sales of linefill	—		9
Investments in related party notes (Note 8)	(629)		—
Other investing activities	3		1
Net cash used in investing activities	(1,240)		(444)

CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments under commercial paper program (Note 5)	(433)		—



Proceeds from the issuance of senior notes (Note 5)	650		—
Repayments of senior notes	—		(400)
Proceeds from the issuance of related party notes (Note 8)	629		—


Distributions paid to Series A preferred unitholders (Note 6)	(131)		(123)
Distributions paid to Series B preferred unitholders (Note 6)	(59)		(55)
Distributions paid to common unitholders (Note 6)	(668)		(560)
Distributions paid to noncontrolling interests (Note 6)	(310)		(237)
Contributions from noncontrolling interests	40		53


Other financing activities	(48)		(87)
Net cash used in financing activities	(330)		(1,409)

Effect of translation adjustment	(3)		(4)

Net increase/(decrease) in cash and cash equivalents and restricted cash	190		(141)
Cash and cash equivalents and restricted cash, beginning of period	450		401
Cash and cash equivalents and restricted cash, end of period	$	640	$	260

Cash paid for:
Interest, net of amounts capitalized	$	269	$	247
Income taxes, net of amounts refunded	$	236	$	28

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

(in millions)


	Limited Partners						Partners’ Capital Excluding Noncontrolling Interests		Noncontrolling Interests		Total Partners’ Capital
	Preferred Unitholders				Common Unitholders
	Series A		Series B
	(unaudited)
Balance at December 31, 2023	$	1,509	$	787	$	8,126	$	10,422	$	3,310	$	13,732
Net income	131		59		546		736		257		993
Distributions (Note 6)	(131)		(59)		(668)		(858)		(310)		(1,168)
Other comprehensive loss	—		—		(68)		(68)		—		(68)

Contributions from noncontrolling interests	—		—		—		—		40		40
Other	4		—		(1)		3		—		3
Balance at September 30, 2024	$	1,513	$	787	$	7,935	$	10,235	$	3,297	$	13,532

	Limited Partners						Partners’ Capital Excluding Noncontrolling Interests		Noncontrolling Interests		Total Partners’ Capital
	Preferred Unitholders				Common Unitholders
	Series A		Series B
	(unaudited)
Balance at June 30, 2024	$	1,512	$	787	$	7,977	$	10,276	$	3,302	$	13,578
Net income	44		19		157		220		92		312
Distributions (Note 6)	(44)		(19)		(223)		(286)		(113)		(399)
Other comprehensive income	—		—		36		36		—		36

Contributions from noncontrolling interests	—		—		—		—		16		16

Other	1		—		(12)		(11)		—		(11)
Balance at September 30, 2024	$	1,513	$	787	$	7,935	$	10,235	$	3,297	$	13,532

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

(continued)

(in millions)


	Limited Partners						Partners’ Capital Excluding Noncontrolling Interests		Noncontrolling Interests		Total Partners’ Capital
	Preferred Unitholders				Common Unitholders
	Series A		Series B
	(unaudited)
Balance at December 31, 2022	$	1,505	$	787	$	7,765	$	10,057	$	3,268	$	13,325
Net income	129		56		733		918		185		1,103
Distributions	(129)		(56)		(560)		(745)		(237)		(982)
Other comprehensive income	—		—		50		50		—		50

Contributions from noncontrolling interests	—		—		—		—		53		53
Other	3		—		2		5		(3)		2
Balance at September 30, 2023	$	1,508	$	787	$	7,990	$	10,285	$	3,266	$	13,551

	Limited Partners						Partners’ Capital Excluding Noncontrolling Interests		Noncontrolling Interests		Total Partners’ Capital
	Preferred Unitholders				Common Unitholders
	Series A		Series B
	(unaudited)
Balance at June 30, 2023	$	1,507	$	787	$	8,085	$	10,379	$	3,223	$	13,602
Net income	44		19		140		203		76		279
Distributions	(44)		(19)		(187)		(250)		(86)		(336)
Other comprehensive loss	—		—		(35)		(35)		—		(35)

Contributions from noncontrolling interests	—		—		—		—		53		53
Other	1		—		(13)		(12)		—		(12)
Balance at September 30, 2023	$	1,508	$	787	$	7,990	$	10,285	$	3,266	$	13,551

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Organization and Basis of Consolidation and Presentation

Organization

Plains All American Pipeline, L.P. (“PAA”) is a Delaware limited partnership formed in 1998. Our operations are conducted directly and indirectly through our primary operating subsidiaries. As used in this Form 10-Q and unless the context indicates otherwise, the terms “Partnership,” “we,” “us,” “our,” “ours” and similar terms refer to PAA and its subsidiaries.

Our business model integrates large-scale supply aggregation capabilities with the ownership and operation of critical midstream infrastructure systems that connect major producing regions to key demand centers and export terminals. As one of the largest crude oil midstream service providers in North America, we own an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and natural gas liquids (“NGL”) producing basins (including the Permian Basin) and transportation corridors and at major market hubs in the United States and Canada. Our assets and the services we provide are primarily focused on and conducted through two operating segments: Crude Oil and NGL. See Note 10 for further discussion of our operating segments.

Our non-economic general partner interest is held by PAA GP LLC (“PAA GP”), a Delaware limited liability company, whose sole member is Plains AAP, L.P. (“AAP”), a Delaware limited partnership. In addition to its ownership of PAA GP, as of September 30, 2024, AAP also owned a limited partner interest in us through its ownership of approximately 232.9 million of our common units (approximately 30% of our total outstanding common units and Series A preferred units combined). Plains All American GP LLC (“GP LLC”), a Delaware limited liability company, is AAP’s general partner. Plains GP Holdings, L.P. (“PAGP”) is the sole and managing member of GP LLC, and, at September 30, 2024, owned an approximate 85% limited partner interest in AAP. PAA GP Holdings LLC (“PAGP GP”) is the general partner of PAGP.

As the sole member of GP LLC, PAGP has responsibility for conducting our business and managing our operations; however, the board of directors of PAGP GP has ultimate responsibility for managing the business and affairs of PAGP, AAP and us. GP LLC employs our domestic officers and personnel; our Canadian officers and personnel are employed by our subsidiary, Plains Midstream Canada ULC.

References to our “general partner,” as the context requires, include any or all of PAGP GP, PAGP, GP LLC, AAP and PAA GP. References to “Plains entities,” as the context requires, include any or all of PAA and its subsidiaries and our general partner.

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Definitions

Additional defined terms may be used in this Form 10-Q and shall have the meanings indicated below:


AOCI	=	Accumulated other comprehensive income/(loss)
ASC	=	Accounting Standards Codification
ASU	=	Accounting Standards Update
Bcf	=	Billion cubic feet
Btu	=	British thermal unit
CAD	=	Canadian dollar
CODM	=	Chief Operating Decision Maker
EBITDA	=	Earnings before interest, taxes, depreciation and amortization
EPA	=	United States Environmental Protection Agency
FASB	=	Financial Accounting Standards Board
GAAP	=	Generally accepted accounting principles in the United States
ICE	=	Intercontinental Exchange
ISDA	=	International Swaps and Derivatives Association

LTIP	=	Long-term incentive plan
Mcf	=	Thousand cubic feet
MMbls	=	Million barrels
NGL	=	Natural gas liquids, including ethane, propane and butane
NYMEX	=	New York Mercantile Exchange
OECD	=	Organisation for Economic Co-operation and Development
SEC	=	United States Securities and Exchange Commission
SOFR	=	Secured Overnight Financing Rate
TWh	=	Terawatt hour
USD	=	United States dollar
WTI	=	West Texas Intermediate

Basis of Consolidation and Presentation

The accompanying unaudited condensed consolidated interim financial statements and related notes thereto should be read in conjunction with our 2023 Annual Report on Form 10-K. The accompanying condensed consolidated financial statements include the accounts of PAA and all of its wholly owned subsidiaries and those entities that it controls. Investments in entities over which we have significant influence but not control are accounted for by the equity method. We apply proportionate consolidation for pipelines and other assets in which we own undivided joint interests. The financial statements have been prepared in accordance with the instructions for interim reporting as set forth by the SEC. The condensed consolidated balance sheet data as of December 31, 2023 was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the three and nine months ended September 30, 2024 should not be taken as indicative of results to be expected for the entire year. All adjustments (consisting only of normal recurring adjustments) that in the opinion of management were necessary for a fair statement of the results for the interim periods have been reflected. All significant intercompany balances and transactions have been eliminated in consolidation, and certain reclassifications have been made to information from previous years to conform to the current presentation.

Subsequent Events

Subsequent events have been evaluated through the financial statements issuance date and have been included in the following footnotes where applicable.

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements, Disclosure Rules and Other Legislation

Except as discussed in our 2023 Annual Report on Form 10-K, there have been no new accounting pronouncements that have become effective or have been issued during the nine months ended September 30, 2024 that are of significance or potential significance to us.

SEC Climate Disclosure Rules

In March 2024, the SEC adopted final rules (“climate disclosure rules”) requiring registrants to disclose, among other things, information about material climate-related risks and their impact on a registrant’s strategy, business model and outlook; information about material direct and indirect greenhouse gas emissions (Scope 1 and Scope 2), which are subject to assurance requirements; and the financial statement effects of severe weather events and other natural conditions. Such disclosure requirements will begin phasing in for annual periods beginning in 2025. In April 2024, the SEC stayed the climate disclosure rules pending resolution of legal challenges. We are currently evaluating the climate disclosure rules to determine the impact on our related disclosures.

International Tax Reform

Recently, several countries, including Canada, have enacted legislation to implement key aspects of the global minimum top-up tax in accordance with the Pillar Two model rules of the OECD tax framework. We continue to evaluate the new legislation, but do not currently expect a material impact on our financial position, results of operations or cash flows.

Note 2—Revenues and Accounts Receivable

Revenue Recognition

We disaggregate our revenues by segment and type of activity. See Note 3 to our Consolidated Financial Statements included in Part IV of our 2023 Annual Report on Form 10-K for additional information regarding our types of revenues and policies for revenue recognition.

Revenues from Contracts with Customers. The following tables present our revenues from contracts with customers disaggregated by segment and type of activity (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Crude Oil segment revenues from contracts with customers
Sales	$	12,046	$	11,525	$	35,560	$	33,843
Transportation	321		333		915		839
Terminalling, Storage and Other	100		99		286		284
Total Crude Oil segment revenues from contracts with customers	$	12,467	$	11,957	$	36,761	$	34,966


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
NGL segment revenues from contracts with customers
Sales	$	292	$	283	$	1,194	$	1,168
Transportation	8		7		26		23
Terminalling, Storage and Other	18		23		59		74
Total NGL segment revenues from contracts with customers	$	318	$	313	$	1,279	$	1,265

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Reconciliation to Total Revenues of Reportable Segments. The following disclosures only include information regarding revenues associated with consolidated entities; revenues from entities accounted for by the equity method are not included. The following tables present the reconciliation of our revenues from contracts with customers to total revenues of reportable segments and total revenues as disclosed in our Condensed Consolidated Statements of Operations (in millions):


Three Months Ended September 30, 2024	Crude Oil		NGL		Total
Revenues from contracts with customers	$	12,467	$	318	$	12,785
Other revenues	(23)		70		47
Total revenues of reportable segments	$	12,444	$	388	$	12,832
Intersegment revenues elimination					(89)
Total revenues					$	12,743

Three Months Ended September 30, 2023	Crude Oil		NGL		Total
Revenues from contracts with customers	$	11,957	$	313	$	12,270
Other revenues	(23)		(71)		(94)
Total revenues of reportable segments	$	11,934	$	242	$	12,176
Intersegment revenues elimination					(105)
Total revenues					$	12,071

Nine Months Ended September 30, 2024	Crude Oil		NGL		Total
Revenues from contracts with customers	$	36,761	$	1,279	$	38,040
Other revenues	—		(90)		(90)
Total revenues of reportable segments	$	36,761	$	1,189	$	37,950
Intersegment revenues elimination					(279)
Total revenues					$	37,671

Nine Months Ended September 30, 2023	Crude Oil		NGL		Total
Revenues from contracts with customers	$	34,966	$	1,265	$	36,231
Other revenues	22		47		69
Total revenues of reportable segments	$	34,988	$	1,312	$	36,300
Intersegment revenues elimination					(286)
Total revenues					$	36,014

Minimum Volume Commitments. We have certain agreements that require counterparties to transport or throughput a minimum volume over an agreed upon period. The following table presents counterparty deficiencies associated with contracts with customers and buy/sell arrangements that include minimum volume commitments for which we had remaining performance obligations and the customers still had the ability to meet their obligations (in millions):


Counterparty Deficiencies	Financial Statement Classification	September 30, 2024		December 31, 2023
Billed and collected	Other current liabilities	$	68	$	77

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contract Balances. Our contract balances consist of amounts received associated with services or sales for which we have not yet completed the related performance obligation. The following table presents the changes in the liability balance associated with contracts with customers (in millions):


	Contract Liabilities
Balance at December 31, 2023	$	228
Amounts recognized as revenue	(37)

Additions	36
Other	(5)
Balance at September 30, 2024	$	222

Remaining Performance Obligations. The information below includes the amount of consideration allocated to partially and wholly unsatisfied remaining performance obligations under contracts that existed as of the end of the periods and the timing of revenue recognition of those remaining performance obligations. Certain contracts meet the requirements for the presentation as remaining performance obligations. These contracts include a fixed minimum level of service, typically a set volume of service, and do not contain any variability other than expected timing within a limited range. The following table presents the amount of consideration associated with remaining performance obligations for the population of contracts with external customers meeting the presentation requirements as of September 30, 2024 (in millions):


	Remainder of 2024		2025		2026		2027		2028		2029 and Thereafter
Pipeline revenues supported by minimum volume commitments and capacity agreements (1)	$	98	$	400	$	267	$	225	$	181	$	245
Terminalling, storage and other agreement revenues	66		239		194		175		142		801
Total	$	164	$	639	$	461	$	400	$	323	$	1,046

(1)Calculated as volumes committed under contracts multiplied by the current applicable tariff rate.

The presentation above does not include (i) expected revenues from legacy shippers not underpinned by minimum volume commitments, including pipelines where there are no or limited alternative pipeline transportation options, (ii) intersegment revenues and (iii) the amount of consideration associated with certain income generating contracts, which include a fixed minimum level of service, that are either not within the scope of ASC 606 or do not meet the requirements for presentation as remaining performance obligations. The following are examples of contracts that are not included in the table above because they are not within the scope of ASC 606 or do not meet the requirements for presentation:

•Minimum volume commitments on certain of our joint venture pipeline systems;

•Acreage dedications;

•Buy/sell arrangements with future committed volumes;

•Short-term contracts and those with variable consideration, due to the election of practical expedients;

•Contracts within the scope of ASC Topic 842, Leases; and

•Contracts within the scope of ASC Topic 815, Derivatives and Hedging.

Trade Accounts Receivable and Other Receivables, Net

At September 30, 2024 and December 31, 2023, substantially all of our trade accounts receivable were less than 30 days past their invoice date. Our expected credit losses are immaterial. Although we consider our credit procedures to be adequate to mitigate any significant credit losses, the actual amount of current and future credit losses could vary significantly from estimated amounts.

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following is a reconciliation of trade accounts receivable from revenues from contracts with customers to total Trade accounts receivable and other receivables, net as presented on our Condensed Consolidated Balance Sheets (in millions):


	September 30, 2024		December 31, 2023
Trade accounts receivable arising from revenues from contracts with customers	$	4,043	$	3,999
Other trade accounts receivables and other receivables (1)	7,740		7,535
Impact due to contractual rights of offset with counterparties	(7,831)		(7,774)
Trade accounts receivable and other receivables, net	$	3,952	$	3,760

(1)The balance is comprised primarily of accounts receivable associated with buy/sell arrangements that are not within the scope of ASC 606.

Note 3—Net Income Per Common Unit

We calculate basic and diluted net income per common unit by dividing net income attributable to PAA (after deducting amounts allocated to the preferred unitholders and participating securities) by the basic and diluted weighted average number of common units outstanding during the period.

The diluted weighted average number of common units is computed based on the weighted average number of common units plus the effect of potentially dilutive securities outstanding during the period, which include (i) our Series A preferred units and (ii) our equity-indexed compensation plan awards. See Note 11 and Note 17 to our Consolidated Financial Statements included in Part IV of our 2023 Annual Report on Form 10-K for a discussion of our Series A preferred units and equity-indexed compensation plan awards. When applying the if-converted method prescribed by FASB guidance, the possible conversion of approximately 71 million Series A preferred units, on a weighted-average basis, were excluded from the calculation of diluted net income per common unit for each of the three and nine months ended September 30, 2024 and 2023 as the effect was antidilutive. Our equity-indexed compensation plan awards that contemplate the issuance of common units are considered potentially dilutive unless (i) they become vested only upon the satisfaction of a performance condition and (ii) that performance condition has yet to be satisfied. Equity-indexed compensation plan awards that are deemed to be dilutive during the period are reduced by a hypothetical common unit repurchase based on the remaining unamortized fair value, as prescribed by the treasury stock method in guidance issued by the FASB.

The following table sets forth the computation of basic and diluted net income per common unit (in millions, except per unit data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Basic and Diluted Net Income per Common Unit
Net income attributable to PAA	$	220	$	203	$	736	$	918
Distributions to Series A preferred unitholders	(44)		(44)		(131)		(129)
Distributions to Series B preferred unitholders	(19)		(19)		(59)		(56)
Amounts allocated to participating securities	(1)		(1)		(9)		(8)
Other	1		1		3		3
Net income allocated to common unitholders (1)	$	157	$	140	$	540	$	728

Basic and diluted weighted average common units outstanding	702		700		702		699

Basic and diluted net income per common unit	$	0.22	$	0.20	$	0.77	$	1.04

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)We calculate net income allocated to common unitholders based on the distributions pertaining to the current period’s net income. After adjusting for the appropriate period’s distributions, the remaining undistributed earnings or excess distributions over earnings (i.e., undistributed loss), if any, are allocated to the common unitholders and participating securities in accordance with the contractual terms of our partnership agreement in effect for the period and as further prescribed under the two-class method.

Note 4—Inventory, Linefill and Long-term Inventory

Inventory, linefill and long-term inventory consisted of the following (barrels in thousands and carrying value in millions):


	September 30, 2024						December 31, 2023
	Volumes	Unit of Measure	Carrying Value		Price/ Unit (1)		Volumes	Unit of Measure	Carrying Value		Price/ Unit (1)
Inventory
Crude oil	2,618	barrels	$	180	$	68.75	5,877	barrels	$	383	$	65.17
NGL	9,425	barrels	238		$	25.25	5,957	barrels	154		$	25.85

Other	N/A		18		N/A		N/A		11		N/A
Inventory subtotal			436						548

Linefill
Crude oil	15,644	barrels	925		$	59.13	15,409	barrels	909		$	58.99
NGL	2,243	barrels	66		$	29.42	2,168	barrels	67		$	30.90

Linefill subtotal			991						976

Long-term inventory
Crude oil	3,240	barrels	221		$	68.21	3,256	barrels	232		$	71.25
NGL	1,355	barrels	36		$	26.57	1,326	barrels	33		$	24.89
Long-term inventory subtotal			257						265

Total			$	1,684					$	1,789

(1)Price per unit of measure is comprised of a weighted average associated with various grades, qualities and locations. Accordingly, these prices may not coincide with any published benchmarks for such products.

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5—Debt

Debt consisted of the following (in millions):


	September 30, 2024		December 31, 2023
SHORT-TERM DEBT
Commercial paper notes, bearing a weighted-average interest rate of 5.8% (1)	$	—	$	433


Senior notes:
3.60% senior notes due November 2024 (2)	750		—


Other	15		13
Total short-term debt	765		446

LONG-TERM DEBT
Senior notes, net of unamortized discounts and debt issuance costs of $43 and $41, respectively (2)	7,140		7,242


Other	72		63
Total long-term debt	7,212		7,305
Total debt (3)	$	7,977	$	7,751

(1)We classified these commercial paper notes as short-term as of December 31, 2023, as these notes were primarily designated as working capital borrowings, were required to be repaid within one year and were primarily for hedged NGL and crude oil inventory and NYMEX and ICE margin deposits.

(2)As of December 31, 2023, we classified our $750 million, 3.60% senior notes due November 2024 as long-term based on our ability and intent to refinance the notes on a long-term basis at that time. We redeemed these senior notes on November 1, 2024.

(3)Our fixed-rate senior notes had a face value of approximately $7.9 billion and $7.3 billion as of September 30, 2024 and December 31, 2023, respectively. We estimated the aggregate fair value of these notes as of September 30, 2024 and December 31, 2023 to be approximately $7.7 billion and $6.9 billion, respectively. Our fixed-rate senior notes are traded among institutions, and these trades are routinely published by a reporting service. Our determination of fair value is based on reported trading activity near the end of the reporting period. We estimate that the carrying value of outstanding borrowings under our commercial paper program approximates fair value as interest rates reflect current market rates. The fair value estimates for our senior notes and commercial paper program are based upon observable market data and are classified in Level 2 of the fair value hierarchy.

Senior Notes

In June 2024, we completed the offering of $650 million, 5.70% senior notes due September 2034 at a public offering price of 99.953%. Interest payments are due on March 15 and September 15 of each year, commencing on March 15, 2025.

Credit Facilities

In August 2024, we amended our credit facility agreements to, among other things, extend the maturity dates of our senior secured hedged inventory facility and senior unsecured revolving credit facility by one year to August 2027 and August 2029, respectively, for each extending lender. The maturity dates with respect to the non-extending lender under our senior secured hedged inventory facility and senior unsecured revolving credit facility (which represents a commitment of approximately $64 million out of total commitments of $1.35 billion from all lenders under each facility) remain August 2026 and August 2027, respectively.

Table of Contents

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Borrowings and Repayments

Total borrowings under our commercial paper program for the nine months ended September 30, 2024 and 2023 were approximately $20.7 billion and $4.9 billion, respectively. Total repayments under our commercial paper program were approximately $21.1 billion and $4.9 billion for the nine months ended September 30, 2024 and 2023, respectively. The variance in total gross borrowings and repayments is impacted by various business and financial factors including, but not limited to, the timing, average term and method of general partnership borrowing activities.

Letters of Credit

In connection with our merchant activities, we provide certain suppliers with irrevocable standby letters of credit to secure our obligation for the purchase and transportation of crude oil and NGL. Additionally, we issue letters of credit to support insurance programs, derivative transactions, including hedging-related margin obligations, and construction activities. At September 30, 2024 and December 31, 2023, we had outstanding letters of credit of $108 million and $205 million, respectively.

Note 6—Partners’ Capital and Distributions

Units Outstanding

The following tables present the activity for our preferred and common units:


	Limited Partners
	Series A Preferred Units	Series B Preferred Units	Common Units
Outstanding at December 31, 2023	71,090,468	800,000	701,008,749

Issuances of common units under equity-indexed compensation plans	—	—	62,282
Outstanding at March 31, 2024	71,090,468	800,000	701,071,031

Issuances of common units under equity-indexed compensation plans	—	—	10,268
Outstanding at June 30, 2024	71,090,468	800,000	701,081,299

Issuances of common units under equity-indexed compensation plans	—	—	2,587,760

Outstanding at September 30, 2024	71,090,468	800,000	703,669,059


	Limited Partners
	Series A Preferred Units	Series B Preferred Units	Common Units
Outstanding at December 31, 2022	71,090,468	800,000	698,354,498


Issuances of common units under equity-indexed compensation plans	—	—	35,508
Outstanding at March 31, 2023 and June 30, 2023	71,090,468	800,000	698,390,006




Issuances of common units under equity-indexed compensation plans	—	—	2,602,506
Outstanding at September 30, 2023	71,090,468	800,000	700,992,512

Table of Contents

PLAINS ALL AMERICAN PIPELINE LP [PAA] Filings

PLAINS ALL AMERICAN PIPELINE LP [PAAPU] Filings