|
Delaware
|
|
76-0582150
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Units
|
PAA
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supply and Logistics segment revenues
|
$
|
7,541
|
|
|
$
|
8,482
|
|
|
$
|
23,477
|
|
|
$
|
24,374
|
|
Transportation segment revenues
|
196
|
|
|
161
|
|
|
581
|
|
|
458
|
|
||||
Facilities segment revenues
|
149
|
|
|
149
|
|
|
457
|
|
|
437
|
|
||||
Total revenues
|
7,886
|
|
|
8,792
|
|
|
24,515
|
|
|
25,269
|
|
||||
|
|
|
|
|
|
|
|
||||||||
COSTS AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchases and related costs
|
6,855
|
|
|
7,768
|
|
|
21,218
|
|
|
22,838
|
|
||||
Field operating costs
|
316
|
|
|
326
|
|
|
983
|
|
|
931
|
|
||||
General and administrative expenses
|
74
|
|
|
74
|
|
|
225
|
|
|
232
|
|
||||
Depreciation and amortization
|
156
|
|
|
129
|
|
|
439
|
|
|
385
|
|
||||
(Gains)/losses on asset sales and asset impairments, net
|
(7
|
)
|
|
2
|
|
|
(7
|
)
|
|
(79
|
)
|
||||
Total costs and expenses
|
7,394
|
|
|
8,299
|
|
|
22,858
|
|
|
24,307
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OPERATING INCOME
|
492
|
|
|
493
|
|
|
1,657
|
|
|
962
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME/(EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity earnings in unconsolidated entities
|
102
|
|
|
110
|
|
|
274
|
|
|
281
|
|
||||
Gain on investment in unconsolidated entities
|
4
|
|
|
210
|
|
|
271
|
|
|
210
|
|
||||
Interest expense (net of capitalized interest of $7, $8, $29 and $21, respectively)
|
(108
|
)
|
|
(110
|
)
|
|
(311
|
)
|
|
(327
|
)
|
||||
Other income/(expense), net
|
5
|
|
|
(3
|
)
|
|
23
|
|
|
8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
INCOME BEFORE TAX
|
495
|
|
|
700
|
|
|
1,914
|
|
|
1,134
|
|
||||
Current income tax expense
|
(19
|
)
|
|
(14
|
)
|
|
(72
|
)
|
|
(34
|
)
|
||||
Deferred income tax (expense)/benefit
|
(22
|
)
|
|
24
|
|
|
30
|
|
|
(1
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
NET INCOME
|
454
|
|
|
710
|
|
|
1,872
|
|
|
1,099
|
|
||||
Net income attributable to noncontrolling interests
|
(5
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
NET INCOME ATTRIBUTABLE TO PAA
|
$
|
449
|
|
|
$
|
710
|
|
|
$
|
1,865
|
|
|
$
|
1,099
|
|
|
|
|
|
|
|
|
|
||||||||
NET INCOME PER COMMON UNIT (NOTE 4):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income allocated to common unitholders — Basic
|
$
|
399
|
|
|
$
|
658
|
|
|
$
|
1,710
|
|
|
$
|
946
|
|
Basic weighted average common units outstanding
|
728
|
|
|
726
|
|
|
727
|
|
|
726
|
|
||||
Basic net income per common unit
|
$
|
0.55
|
|
|
$
|
0.91
|
|
|
$
|
2.35
|
|
|
$
|
1.30
|
|
|
|
|
|
|
|
|
|
||||||||
Net income allocated to common unitholders — Diluted
|
$
|
436
|
|
|
$
|
697
|
|
|
$
|
1,826
|
|
|
$
|
947
|
|
Diluted weighted average common units outstanding
|
800
|
|
|
799
|
|
|
800
|
|
|
728
|
|
||||
Diluted net income per common unit
|
$
|
0.55
|
|
|
$
|
0.87
|
|
|
$
|
2.28
|
|
|
$
|
1.30
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
Net income
|
$
|
454
|
|
|
$
|
710
|
|
|
$
|
1,872
|
|
|
$
|
1,099
|
|
Other comprehensive income/(loss)
|
(99
|
)
|
|
76
|
|
|
10
|
|
|
(46
|
)
|
||||
Comprehensive income
|
355
|
|
|
786
|
|
|
1,882
|
|
|
1,053
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
(5
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Comprehensive income attributable to PAA
|
$
|
350
|
|
|
$
|
786
|
|
|
$
|
1,875
|
|
|
$
|
1,053
|
|
|
Derivative
Instruments |
|
Translation
Adjustments |
|
Other
|
|
Total
|
||||||||
|
(unaudited)
|
||||||||||||||
Balance at December 31, 2018
|
$
|
(177
|
)
|
|
$
|
(853
|
)
|
|
$
|
—
|
|
|
$
|
(1,030
|
)
|
|
|
|
|
|
|
|
|
||||||||
Reclassification adjustments
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Unrealized loss on hedges
|
(111
|
)
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
||||
Currency translation adjustments
|
—
|
|
|
113
|
|
|
—
|
|
|
113
|
|
||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Total period activity
|
(104
|
)
|
|
113
|
|
|
1
|
|
|
10
|
|
||||
Balance at September 30, 2019
|
$
|
(281
|
)
|
|
$
|
(740
|
)
|
|
$
|
1
|
|
|
$
|
(1,020
|
)
|
|
Derivative
Instruments |
|
Translation
Adjustments |
|
Other
|
|
Total
|
||||||||
|
(unaudited)
|
||||||||||||||
Balance at December 31, 2017
|
$
|
(223
|
)
|
|
$
|
(548
|
)
|
|
$
|
1
|
|
|
$
|
(770
|
)
|
|
|
|
|
|
|
|
|
||||||||
Reclassification adjustments
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Unrealized gain on hedges
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||
Currency translation adjustments
|
—
|
|
|
(112
|
)
|
|
—
|
|
|
(112
|
)
|
||||
Total period activity
|
66
|
|
|
(112
|
)
|
|
—
|
|
|
(46
|
)
|
||||
Balance at September 30, 2018
|
$
|
(157
|
)
|
|
$
|
(660
|
)
|
|
$
|
1
|
|
|
$
|
(816
|
)
|
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
|
(unaudited)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net income
|
$
|
1,872
|
|
|
$
|
1,099
|
|
Reconciliation of net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
439
|
|
|
385
|
|
||
(Gains)/losses on asset sales and asset impairments, net
|
(7
|
)
|
|
(79
|
)
|
||
Equity-indexed compensation expense
|
31
|
|
|
59
|
|
||
Inventory valuation adjustments
|
11
|
|
|
—
|
|
||
Deferred income tax expense/(benefit)
|
(30
|
)
|
|
1
|
|
||
Settlement of terminated interest rate hedging instruments
|
(55
|
)
|
|
14
|
|
||
Change in fair value of Preferred Distribution Rate Reset Option (Note 10)
|
(16
|
)
|
|
(3
|
)
|
||
Equity earnings in unconsolidated entities
|
(274
|
)
|
|
(281
|
)
|
||
Distributions on earnings from unconsolidated entities
|
307
|
|
|
324
|
|
||
Gain on investment in unconsolidated entities
|
(271
|
)
|
|
(210
|
)
|
||
Other
|
22
|
|
|
22
|
|
||
Changes in assets and liabilities, net of acquisitions
|
(251
|
)
|
|
(37
|
)
|
||
Net cash provided by operating activities
|
1,778
|
|
|
1,294
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Cash paid in connection with acquisitions, net of cash acquired
|
(47
|
)
|
|
—
|
|
||
Investments in unconsolidated entities
|
(367
|
)
|
|
(300
|
)
|
||
Additions to property, equipment and other
|
(919
|
)
|
|
(1,184
|
)
|
||
Proceeds from sales of assets
|
8
|
|
|
1,298
|
|
||
Return of investment from unconsolidated entities
|
—
|
|
|
10
|
|
||
Cash paid for purchases of linefill and base gas
|
(33
|
)
|
|
—
|
|
||
Other investing activities
|
(9
|
)
|
|
(8
|
)
|
||
Net cash used in investing activities
|
(1,367
|
)
|
|
(184
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
Net repayments under commercial paper program (Note 8)
|
—
|
|
|
(63
|
)
|
||
Net repayments under senior secured hedged inventory facility (Note 8)
|
—
|
|
|
(479
|
)
|
||
Proceeds from GO Zone term loans
|
—
|
|
|
200
|
|
||
Proceeds from the issuance of senior notes (Note 8)
|
998
|
|
|
—
|
|
||
Distributions paid to Series A preferred unitholders (Note 9)
|
(112
|
)
|
|
(75
|
)
|
||
Distributions paid to Series B preferred unitholders (Note 9)
|
(25
|
)
|
|
(25
|
)
|
||
Distributions paid to common unitholders (Note 9)
|
(741
|
)
|
|
(653
|
)
|
||
Sale of noncontrolling interest in a subsidiary (Note 9)
|
128
|
|
|
—
|
|
||
Other financing activities
|
(52
|
)
|
|
(20
|
)
|
||
Net cash provided by/(used in) financing activities
|
196
|
|
|
(1,115
|
)
|
||
|
|
|
|
||||
Effect of translation adjustment
|
(5
|
)
|
|
(3
|
)
|
||
|
|
|
|
||||
Net increase/(decrease) in cash and cash equivalents and restricted cash
|
602
|
|
|
(8
|
)
|
||
Cash and cash equivalents and restricted cash, beginning of period
|
66
|
|
|
37
|
|
||
Cash and cash equivalents and restricted cash, end of period
|
$
|
668
|
|
|
$
|
29
|
|
|
|
|
|
||||
Cash paid for:
|
|
|
|
|
|
||
Interest, net of amounts capitalized
|
$
|
263
|
|
|
$
|
281
|
|
Income taxes, net of amounts refunded
|
$
|
110
|
|
|
$
|
20
|
|
|
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, 2018
|
$
|
1,505
|
|
|
$
|
787
|
|
|
$
|
9,710
|
|
|
$
|
12,002
|
|
|
$
|
—
|
|
|
$
|
12,002
|
|
Net income
|
112
|
|
|
37
|
|
|
1,716
|
|
|
1,865
|
|
|
7
|
|
|
1,872
|
|
||||||
Distributions (Note 9)
|
(112
|
)
|
|
(37
|
)
|
|
(741
|
)
|
|
(890
|
)
|
|
(4
|
)
|
|
(894
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||
Equity-indexed compensation expense
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||
Sale of noncontrolling interest in a subsidiary (Note 9)
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
130
|
|
|
128
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
||||||
Balance at September 30, 2019
|
$
|
1,505
|
|
|
$
|
787
|
|
|
$
|
10,686
|
|
|
$
|
12,978
|
|
|
$
|
133
|
|
|
$
|
13,111
|
|
|
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, 2019
|
$
|
1,505
|
|
|
$
|
787
|
|
|
$
|
10,649
|
|
|
$
|
12,941
|
|
|
$
|
132
|
|
|
$
|
13,073
|
|
Net income
|
37
|
|
|
12
|
|
|
400
|
|
|
449
|
|
|
5
|
|
|
454
|
|
||||||
Distributions (Note 9)
|
(37
|
)
|
|
(12
|
)
|
|
(262
|
)
|
|
(311
|
)
|
|
(4
|
)
|
|
(315
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(99
|
)
|
|
(99
|
)
|
|
—
|
|
|
(99
|
)
|
||||||
Equity-indexed compensation expense
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||||
Balance at September 30, 2019
|
$
|
1,505
|
|
|
$
|
787
|
|
|
$
|
10,686
|
|
|
$
|
12,978
|
|
|
$
|
133
|
|
|
$
|
13,111
|
|
|
Limited Partners
|
|
Total
Partners’ Capital |
||||||||||||
|
Preferred Unitholders
|
|
Common
Unitholders
|
|
|||||||||||
|
Series A
|
|
Series B
|
|
|
||||||||||
|
(unaudited)
|
||||||||||||||
Balance at December 31, 2017
|
$
|
1,505
|
|
|
$
|
788
|
|
|
$
|
8,665
|
|
|
$
|
10,958
|
|
Impact of adoption of ASU 2017-05
|
—
|
|
|
—
|
|
|
113
|
|
|
113
|
|
||||
Balance at January 1, 2018
|
1,505
|
|
|
788
|
|
|
8,778
|
|
|
11,071
|
|
||||
Net income
|
112
|
|
|
37
|
|
|
950
|
|
|
1,099
|
|
||||
Distributions
|
(112
|
)
|
|
(37
|
)
|
|
(653
|
)
|
|
(802
|
)
|
||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
(46
|
)
|
||||
Equity-indexed compensation expense
|
—
|
|
|
—
|
|
|
37
|
|
|
37
|
|
||||
Other
|
—
|
|
|
(1
|
)
|
|
(8
|
)
|
|
(9
|
)
|
||||
Balance at September 30, 2018
|
$
|
1,505
|
|
|
$
|
787
|
|
|
$
|
9,058
|
|
|
$
|
11,350
|
|
|
Limited Partners
|
|
Total
Partners’
Capital
|
||||||||||||
|
Preferred Unitholders
|
|
Common
Unitholders
|
|
|||||||||||
|
Series A
|
|
Series B
|
|
|
||||||||||
|
(unaudited)
|
||||||||||||||
Balance at June 30, 2018
|
$
|
1,505
|
|
|
$
|
787
|
|
|
$
|
8,532
|
|
|
$
|
10,824
|
|
Net income
|
37
|
|
|
12
|
|
|
661
|
|
|
710
|
|
||||
Distributions
|
(37
|
)
|
|
(12
|
)
|
|
(218
|
)
|
|
(267
|
)
|
||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
76
|
|
|
76
|
|
||||
Equity-indexed compensation expense
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
||||
Balance at September 30, 2018
|
$
|
1,505
|
|
|
$
|
787
|
|
|
$
|
9,058
|
|
|
$
|
11,350
|
|
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
|
DERs
|
=
|
Distribution equivalent rights
|
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
|
LIBOR
|
=
|
London Interbank Offered Rate
|
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
|
SEC
|
=
|
United States Securities and Exchange Commission
|
TWh
|
=
|
Terawatt hour
|
USD
|
=
|
United States dollar
|
WTI
|
=
|
West Texas Intermediate
|
|
September 30,
2019 |
||
Cash and cash equivalents
|
$
|
609
|
|
Restricted cash
|
59
|
|
|
Total cash and cash equivalents and restricted cash
|
$
|
668
|
|
•
|
ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes;
|
•
|
ASU 2018-09, Codification Improvements;
|
•
|
ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting; and
|
•
|
ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Supply and Logistics segment revenues from contracts with customers
|
|
|
|
|
|
|
|
||||||||
Crude oil transactions
|
$
|
7,185
|
|
|
$
|
7,978
|
|
|
$
|
21,716
|
|
|
$
|
22,651
|
|
NGL and other transactions
|
202
|
|
|
556
|
|
|
1,380
|
|
|
2,181
|
|
||||
Total Supply and Logistics segment revenues from contracts with customers
|
$
|
7,387
|
|
|
$
|
8,534
|
|
|
$
|
23,096
|
|
|
$
|
24,832
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Transportation segment revenues from contracts with customers
|
|
|
|
|
|
|
|
||||||||
Tariff activities:
|
|
|
|
|
|
|
|
||||||||
Crude oil pipelines
|
$
|
532
|
|
|
$
|
435
|
|
|
$
|
1,504
|
|
|
$
|
1,237
|
|
NGL pipelines
|
25
|
|
|
25
|
|
|
75
|
|
|
76
|
|
||||
Total tariff activities
|
557
|
|
|
460
|
|
|
1,579
|
|
|
1,313
|
|
||||
Trucking
|
33
|
|
|
36
|
|
|
106
|
|
|
103
|
|
||||
Total Transportation segment revenues from contracts with customers
|
$
|
590
|
|
|
$
|
496
|
|
|
$
|
1,685
|
|
|
$
|
1,416
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Facilities segment revenues from contracts with customers
|
|
|
|
|
|
|
|
||||||||
Crude oil, NGL and other terminalling and storage
|
$
|
174
|
|
|
$
|
174
|
|
|
$
|
523
|
|
|
$
|
511
|
|
NGL and natural gas processing and fractionation
|
87
|
|
|
87
|
|
|
262
|
|
|
278
|
|
||||
Rail load / unload
|
20
|
|
|
24
|
|
|
58
|
|
|
56
|
|
||||
Total Facilities segment revenues from contracts with customers
|
$
|
281
|
|
|
$
|
285
|
|
|
$
|
843
|
|
|
$
|
845
|
|
Three Months Ended September 30, 2019
|
|
Transportation
|
|
Facilities
|
|
Supply and
Logistics |
|
Total
|
||||||||
Revenues from contracts with customers
|
|
$
|
590
|
|
|
$
|
281
|
|
|
$
|
7,387
|
|
|
$
|
8,258
|
|
Other items in revenues
|
|
7
|
|
|
10
|
|
|
155
|
|
|
172
|
|
||||
Total revenues of reportable segments
|
|
$
|
597
|
|
|
$
|
291
|
|
|
$
|
7,542
|
|
|
$
|
8,430
|
|
Intersegment revenues
|
|
|
|
|
|
|
|
(544
|
)
|
|||||||
Total revenues
|
|
|
|
|
|
|
|
$
|
7,886
|
|
Three Months Ended September 30, 2018
|
|
Transportation
|
|
Facilities
|
|
Supply and
Logistics |
|
Total
|
||||||||
Revenues from contracts with customers
|
|
$
|
496
|
|
|
$
|
285
|
|
|
$
|
8,534
|
|
|
$
|
9,315
|
|
Other items in revenues
|
|
2
|
|
|
4
|
|
|
(51
|
)
|
|
(45
|
)
|
||||
Total revenues of reportable segments
|
|
$
|
498
|
|
|
$
|
289
|
|
|
$
|
8,483
|
|
|
$
|
9,270
|
|
Intersegment revenues
|
|
|
|
|
|
|
|
(478
|
)
|
|||||||
Total revenues
|
|
|
|
|
|
|
|
$
|
8,792
|
|
Nine Months Ended September 30, 2019
|
|
Transportation
|
|
Facilities
|
|
Supply and
Logistics |
|
Total
|
||||||||
Revenues from contracts with customers
|
|
$
|
1,685
|
|
|
$
|
843
|
|
|
$
|
23,096
|
|
|
$
|
25,624
|
|
Other items in revenues
|
|
27
|
|
|
37
|
|
|
384
|
|
|
448
|
|
||||
Total revenues of reportable segments
|
|
$
|
1,712
|
|
|
$
|
880
|
|
|
$
|
23,480
|
|
|
$
|
26,072
|
|
Intersegment revenues
|
|
|
|
|
|
|
|
(1,557
|
)
|
|||||||
Total revenues
|
|
|
|
|
|
|
|
$
|
24,515
|
|
Nine Months Ended September 30, 2018
|
|
Transportation
|
|
Facilities
|
|
Supply and
Logistics |
|
Total
|
||||||||
Revenues from contracts with customers
|
|
$
|
1,416
|
|
|
$
|
845
|
|
|
$
|
24,832
|
|
|
$
|
27,093
|
|
Other items in revenues
|
|
11
|
|
|
21
|
|
|
(456
|
)
|
|
(424
|
)
|
||||
Total revenues of reportable segments
|
|
$
|
1,427
|
|
|
$
|
866
|
|
|
$
|
24,376
|
|
|
$
|
26,669
|
|
Intersegment revenues
|
|
|
|
|
|
|
|
(1,400
|
)
|
|||||||
Total revenues
|
|
|
|
|
|
|
|
$
|
25,269
|
|
|
|
Contract Liabilities
|
||
Balance at December 31, 2018
|
|
$
|
338
|
|
Amounts recognized as revenue
|
|
(226
|
)
|
|
Additions
|
|
82
|
|
|
Other
|
|
(1
|
)
|
|
Balance at September 30, 2019
|
|
$
|
193
|
|
|
Remainder of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024 and Thereafter
|
||||||||||||
Pipeline revenues supported by minimum volume commitments and capacity agreements (1)
|
$
|
41
|
|
|
$
|
162
|
|
|
$
|
171
|
|
|
$
|
169
|
|
|
$
|
167
|
|
|
$
|
849
|
|
Storage, terminalling and throughput agreement revenues
|
114
|
|
|
369
|
|
|
270
|
|
|
211
|
|
|
176
|
|
|
483
|
|
||||||
Total
|
$
|
155
|
|
|
$
|
531
|
|
|
$
|
441
|
|
|
$
|
380
|
|
|
$
|
343
|
|
|
$
|
1,332
|
|
|
(1)
|
Calculated as volumes committed under contracts multiplied by the current applicable tariff rate.
|
•
|
Minimum volume commitments on certain of our joint venture pipeline systems;
|
•
|
Acreage dedications — Contracts include those related to the Permian Basin, Eagle Ford, Central, Rocky Mountain and Canada regions;
|
•
|
Supply and Logistics buy/sell arrangements — Contracts include agreements with future committed volumes on certain Permian Basin, Eagle Ford, Central and Canada region systems;
|
•
|
All other Supply and Logistics contracts, due to the election of practical expedients related to variable consideration and short-term contracts;
|
•
|
Transportation and Facilities contracts that are short-term;
|
•
|
Contracts within the scope of ASC Topic 842, Leases; and
|
•
|
Contracts within the scope of ASC Topic 815, Derivatives and Hedging.
|
|
September 30,
2019 |
|
December 31, 2018
|
||||
Trade accounts receivable arising from revenues from contracts with customers
|
$
|
2,628
|
|
|
$
|
2,277
|
|
Other trade accounts receivables and other receivables (1)
|
3,076
|
|
|
2,732
|
|
||
Impact due to contractual rights of offset with counterparties
|
(2,792
|
)
|
|
(2,555
|
)
|
||
Trade accounts receivable and other receivables, net
|
$
|
2,912
|
|
|
$
|
2,454
|
|
|
(1)
|
The balance is comprised primarily of accounts receivable associated with buy/sell arrangements that are not within the scope of Topic 606.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Basic Net Income per Common Unit
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to PAA
|
$
|
449
|
|
|
$
|
710
|
|
|
$
|
1,865
|
|
|
$
|
1,099
|
|
Distributions to Series A preferred unitholders
|
(37
|
)
|
|
(37
|
)
|
|
(112
|
)
|
|
(112
|
)
|
||||
Distributions to Series B preferred unitholders
|
(12
|
)
|
|
(12
|
)
|
|
(37
|
)
|
|
(37
|
)
|
||||
Distributions to participating securities
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Other
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
|
(2
|
)
|
||||
Net income allocated to common unitholders (1)
|
$
|
399
|
|
|
$
|
658
|
|
|
$
|
1,710
|
|
|
$
|
946
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common units outstanding
|
728
|
|
|
726
|
|
|
727
|
|
|
726
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income per common unit
|
$
|
0.55
|
|
|
$
|
0.91
|
|
|
$
|
2.35
|
|
|
$
|
1.30
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted Net Income per Common Unit
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to PAA
|
$
|
449
|
|
|
$
|
710
|
|
|
$
|
1,865
|
|
|
$
|
1,099
|
|
Distributions to Series A preferred unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(112
|
)
|
||||
Distributions to Series B preferred unitholders
|
(12
|
)
|
|
(12
|
)
|
|
(37
|
)
|
|
(37
|
)
|
||||
Distributions to participating securities
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Net income allocated to common unitholders (1)
|
$
|
436
|
|
|
$
|
697
|
|
|
$
|
1,826
|
|
|
$
|
947
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common units outstanding
|
728
|
|
|
726
|
|
|
727
|
|
|
726
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Series A preferred units
|
71
|
|
|
71
|
|
|
71
|
|
|
—
|
|
||||
Equity-indexed compensation plan awards
|
1
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||
Diluted weighted average common units outstanding
|
800
|
|
|
799
|
|
|
800
|
|
|
728
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted net income per common unit
|
$
|
0.55
|
|
|
$
|
0.87
|
|
|
$
|
2.28
|
|
|
$
|
1.30
|
|
|
(1)
|
We calculate net income allocated to common unitholders based on the distributions pertaining to the current period’s net income (whether paid in cash or in-kind). After adjusting for the appropriate period’s distributions, the remaining undistributed earnings or excess distributions over earnings, if any, are allocated to 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.
|
|
September 30, 2019
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Volumes
|
|
Unit of
Measure |
|
Carrying
Value |
|
Price/
Unit (1) |
|
|
Volumes
|
|
Unit of
Measure |
|
Carrying
Value |
|
Price/
Unit (1) |
||||||||||
Inventory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crude oil
|
11,481
|
|
|
barrels
|
|
$
|
616
|
|
|
$
|
53.65
|
|
|
|
9,657
|
|
|
barrels
|
|
$
|
367
|
|
|
$
|
38.00
|
|
NGL
|
12,449
|
|
|
barrels
|
|
182
|
|
|
$
|
14.62
|
|
|
|
10,384
|
|
|
barrels
|
|
262
|
|
|
$
|
25.23
|
|
||
Other
|
N/A
|
|
|
|
|
18
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
11
|
|
|
N/A
|
|
||||
Inventory subtotal
|
|
|
|
|
|
816
|
|
|
|
|
|
|
|
|
|
|
|
640
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Linefill and base gas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crude oil
|
13,513
|
|
|
barrels
|
|
775
|
|
|
$
|
57.35
|
|
|
|
13,312
|
|
|
barrels
|
|
761
|
|
|
$
|
57.17
|
|
||
NGL
|
1,715
|
|
|
barrels
|
|
47
|
|
|
$
|
27.41
|
|
|
|
1,730
|
|
|
barrels
|
|
47
|
|
|
$
|
27.17
|
|
||
Natural gas
|
24,976
|
|
|
Mcf
|
|
108
|
|
|
$
|
4.32
|
|
|
|
24,976
|
|
|
Mcf
|
|
108
|
|
|
$
|
4.32
|
|
||
Linefill and base gas subtotal
|
|
|
|
|
|
930
|
|
|
|
|
|
|
|
|
|
|
|
916
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term inventory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crude oil
|
2,587
|
|
|
barrels
|
|
138
|
|
|
$
|
53.34
|
|
|
|
1,890
|
|
|
barrels
|
|
79
|
|
|
$
|
41.80
|
|
||
NGL
|
1,707
|
|
|
barrels
|
|
21
|
|
|
$
|
12.30
|
|
|
|
2,368
|
|
|
barrels
|
|
57
|
|
|
$
|
24.07
|
|
||
Long-term inventory subtotal
|
|
|
|
|
|
159
|
|
|
|
|
|
|
|
|
|
|
|
136
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
|
|
|
|
$
|
1,905
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,692
|
|
|
|
|
|
(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.
|
|
Transportation
|
|
Facilities
|
|
Supply and Logistics
|
|
Total
|
||||||||
Balance at December 31, 2018
|
$
|
1,040
|
|
|
$
|
978
|
|
|
$
|
503
|
|
|
$
|
2,521
|
|
Foreign currency translation adjustments
|
7
|
|
|
2
|
|
|
2
|
|
|
11
|
|
||||
Balance at September 30, 2019
|
$
|
1,047
|
|
|
$
|
980
|
|
|
$
|
505
|
|
|
$
|
2,532
|
|
|
|
|
|
Ownership Interest at
|
|
Investment Balance
|
||||||
Entity (1)
|
|
Type of Operation
|
|
September 30,
2019 |
|
September 30, 2019
|
|
December 31, 2018
|
||||
Advantage Pipeline Holdings LLC
|
|
Crude Oil Pipeline
|
|
50%
|
|
$
|
74
|
|
|
$
|
72
|
|
BridgeTex Pipeline Company, LLC
|
|
Crude Oil Pipeline
|
|
20%
|
|
432
|
|
|
435
|
|
||
Cactus II Pipeline LLC
|
|
Crude Oil Pipeline
|
|
65%
|
|
666
|
|
|
455
|
|
||
Caddo Pipeline LLC
|
|
Crude Oil Pipeline
|
|
50%
|
|
66
|
|
|
65
|
|
||
Capline Pipeline Company LLC
|
|
Crude Oil Pipeline (2)
|
|
54%
|
|
462
|
|
|
—
|
|
||
Cheyenne Pipeline LLC
|
|
Crude Oil Pipeline
|
|
50%
|
|
44
|
|
|
44
|
|
||
Diamond Pipeline LLC
|
|
Crude Oil Pipeline
|
|
50%
|
|
476
|
|
|
479
|
|
||
Eagle Ford Pipeline LLC
|
|
Crude Oil Pipeline
|
|
50%
|
|
386
|
|
|
383
|
|
||
Eagle Ford Terminals Corpus Christi LLC (“Eagle Ford Terminals”)
|
|
Crude Oil Terminal and Dock
|
|
50%
|
|
124
|
|
|
108
|
|
||
Midway Pipeline LLC
|
|
Crude Oil Pipeline
|
|
50%
|
|
76
|
|
|
78
|
|
||
Red Oak Pipeline LLC (“Red Oak”)
|
|
Crude Oil Pipeline (3)
|
|
50%
|
|
3
|
|
|
—
|
|
||
Saddlehorn Pipeline Company, LLC
|
|
Crude Oil Pipeline
|
|
40%
|
|
227
|
|
|
215
|
|
||
Settoon Towing, LLC
|
|
Barge Transportation Services
|
|
50%
|
|
58
|
|
|
58
|
|
||
STACK Pipeline LLC
|
|
Crude Oil Pipeline
|
|
50%
|
|
116
|
|
|
120
|
|
||
White Cliffs Pipeline, LLC
|
|
Crude Oil Pipeline
|
|
36%
|
|
196
|
|
|
190
|
|
||
Wink to Webster Pipeline LLC (“W2W Pipeline”)
|
|
Crude Oil Pipeline (3)
|
|
16%
|
|
79
|
|
|
—
|
|
||
Total investments in unconsolidated entities
|
|
|
|
|
|
$
|
3,485
|
|
|
$
|
2,702
|
|
|
(1)
|
Except for Eagle Ford Terminals, which is reported in our Facilities segment, the financial results from the entities are reported in our Transportation segment.
|
(2)
|
The Capline pipeline was taken out of service in the fourth quarter of 2018. During the third quarter of 2019, the owners of Capline Pipeline Company LLC sanctioned the reversal of the Capline pipeline system.
|
(3)
|
Asset is currently under construction and has not yet been placed in service.
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
SHORT-TERM DEBT
|
|
|
|
|
|
||
Senior notes:
|
|
|
|
||||
2.60% senior notes due December 2019
|
$
|
500
|
|
|
$
|
—
|
|
5.75% senior notes due January 2020
|
500
|
|
|
—
|
|
||
Other
|
84
|
|
|
66
|
|
||
Total short-term debt
|
1,084
|
|
|
66
|
|
||
|
|
|
|
||||
LONG-TERM DEBT
|
|
|
|
||||
Senior notes, net of unamortized discounts and debt issuance costs of $63 and $59, respectively (1)
|
8,937
|
|
|
8,941
|
|
||
GO Zone term loans, net of debt issuance costs of $1 and $2, respectively, bearing a weighted-average interest rate of 2.9% and 3.1%, respectively
|
199
|
|
|
198
|
|
||
Other
|
37
|
|
|
4
|
|
||
Total long-term debt
|
9,173
|
|
|
9,143
|
|
||
Total debt (2)
|
$
|
10,257
|
|
|
$
|
9,209
|
|
|
(1)
|
As of December 31, 2018, we classified our $500 million, 2.60% senior notes due December 2019 as long-term based on our ability and intent to refinance such amounts on a long-term basis.
|
(2)
|
Our fixed-rate senior notes had a face value of approximately $10.0 billion and $9.0 billion at September 30, 2019 and December 31, 2018, respectively. We estimated the aggregate fair value of these notes as of September 30, 2019 and December 31, 2018 to be approximately $10.3 billion and $8.6 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 credit facilities, commercial paper program and GO Zone term loans approximates fair value as interest rates reflect current market rates. The fair value estimates for our senior notes, credit facilities, commercial paper program and GO Zone term loans are based upon observable market data and are classified in Level 2 of the fair value hierarchy.
|
|
Limited Partners
|
|||||||
|
Series A Preferred Units
|
|
Series B Preferred Units
|
|
Common Units
|
|||
Outstanding at December 31, 2018
|
71,090,468
|
|
|
800,000
|
|
|
726,361,924
|
|
Issuances of common units under equity-indexed compensation plans
|
—
|
|
|
—
|
|
|
423,889
|
|
Outstanding at March 31, 2019
|
71,090,468
|
|
|
800,000
|
|
|
726,785,813
|
|
Issuances of common units under equity-indexed compensation plans
|
—
|
|
|
—
|
|
|
638,806
|
|
Outstanding at June 30, 2019
|
71,090,468
|
|
|
800,000
|
|
|
727,424,619
|
|
Issuances of common units under equity-indexed compensation plans
|
—
|
|
|
—
|
|
|
603,957
|
|
Outstanding at September 30, 2019
|
71,090,468
|
|
|
800,000
|
|
|
728,028,576
|
|
|
Limited Partners
|
|||||||
|
Series A
Preferred Units
|
|
Series B
Preferred Units
|
|
Common Units
|
|||
Outstanding at December 31, 2017
|
69,696,542
|
|
|
800,000
|
|
|
725,189,138
|
|
Issuance of Series A preferred units in connection with in-kind distribution
|
1,393,926
|
|
|
—
|
|
|
—
|
|
Issuances of common units under equity-indexed compensation plans
|
—
|
|
|
—
|
|
|
17,766
|
|
Outstanding at March 31, 2018
|
71,090,468
|
|
|
800,000
|
|
|
725,206,904
|
|
Issuances of common units under equity-indexed compensation plans
|
—
|
|
|
—
|
|
|
375,835
|
|
Outstanding at June 30, 2018
|
71,090,468
|
|
|
800,000
|
|
|
725,582,739
|
|
Issuances of common units under equity-indexed compensation plans
|
—
|
|
|
—
|
|
|
505,650
|
|
Outstanding at September 30, 2018
|
71,090,468
|
|
|
800,000
|
|
|
726,088,389
|
|
|
|
Series A Preferred Unitholders
|
|||||||
Distribution Payment Date
|
|
Cash Distribution
|
|
|
Distribution per Unit
|
||||
November 14, 2019 (1)
|
|
$
|
37
|
|
|
|
$
|
0.525
|
|
August 14, 2019
|
|
$
|
37
|
|
|
|
$
|
0.525
|
|
May 15, 2019
|
|
$
|
37
|
|
|
|
$
|
0.525
|
|
February 14, 2019
|
|
$
|
37
|
|
|
|
$
|
0.525
|
|
|
(1)
|
Payable to unitholders of record at the close of business on October 31, 2019 for the period from July 1, 2019 through September 30, 2019. At September 30, 2019, such amount was accrued to distributions payable in “Other current liabilities” on our Condensed Consolidated Balance Sheet.
|
|
|
Series B Preferred Unitholders
|
|||||||
Distribution Payment Date
|
|
Cash Distribution
|
|
|
Distribution per Unit
|
||||
November 15, 2019 (1)
|
|
$
|
24.5
|
|
|
|
$
|
30.625
|
|
May 15, 2019
|
|
$
|
24.5
|
|
|
|
$
|
30.625
|
|
|
(1)
|
Payable to unitholders of record at the close of business on November 1, 2019 for the period from May 15, 2019 through November 14, 2019.
|
|
|
Distributions
|
|
|
Cash Distribution per Common Unit
|
||||||||||||
|
|
Common Unitholders
|
|
Total Cash Distribution
|
|
|
|||||||||||
Distribution Payment Date
|
|
Public
|
|
AAP
|
|
|
|
||||||||||
November 14, 2019 (1)
|
|
$
|
171
|
|
|
$
|
91
|
|
|
$
|
262
|
|
|
|
$
|
0.36
|
|
August 14, 2019
|
|
$
|
166
|
|
|
$
|
96
|
|
|
$
|
262
|
|
|
|
$
|
0.36
|
|
May 15, 2019
|
|
$
|
161
|
|
|
$
|
101
|
|
|
$
|
262
|
|
|
|
$
|
0.36
|
|
February 14, 2019
|
|
$
|
134
|
|
|
$
|
84
|
|
|
$
|
218
|
|
|
|
$
|
0.30
|
|
|
(1)
|
Payable to unitholders of record at the close of business on October 31, 2019 for the period from July 1, 2019 through September 30, 2019.
|
•
|
A net long position of 3.1 million barrels associated with our crude oil purchases, which was unwound ratably during October 2019 to match monthly average pricing.
|
•
|
A net short time spread position of 6.9 million barrels, which hedges a portion of our anticipated crude oil lease gathering purchases through December 2020.
|
•
|
A net crude oil basis spread position of 23.1 million barrels at multiple locations through December 2021. These derivatives allow us to lock in grade basis differentials.
|
•
|
A net short position of 12.1 million barrels through December 2021 related to anticipated net sales of crude oil and NGL inventory.
|
|
|
Notional Volume
|
|
|
|
|
(Short)/Long
|
|
Remaining Tenor
|
Natural gas purchases
|
|
59.5 Bcf
|
|
December 2022
|
Propane sales
|
|
(5.7) MMbls
|
|
March 2021
|
Butane sales
|
|
(2.7) MMbls
|
|
March 2021
|
Condensate sales (WTI position)
|
|
(0.7) MMbls
|
|
March 2021
|
Specification products sales (put option)
|
|
0.1 MMbls
|
|
March 2020
|
Power supply requirements (1)
|
|
1.0 TWh
|
|
December 2022
|
|
(1)
|
Power position to hedge a portion of our power supply requirements at our Canadian natural gas processing and fractionation plants.
|
Hedged Transaction
|
|
Number and Types of
Derivatives Employed |
|
Notional
Amount |
|
Expected
Termination Date |
|
Average Rate
Locked |
|
Accounting
Treatment |
|||
Anticipated interest payments
|
|
8 forward starting swaps
(30-year)
|
|
$
|
200
|
|
|
6/15/2020
|
|
3.06
|
%
|
|
Cash flow hedge
|
|
|
|
|
USD
|
|
CAD
|
|
Average Exchange Rate
USD to CAD |
||||
Forward exchange contracts that exchange CAD for USD:
|
|
|
|
|
|
|
|
|
|
|
||
|
|
2019
|
|
$
|
42
|
|
|
$
|
56
|
|
|
$1.00 - $1.32
|
|
|
|
|
|
|
|
|
|
||||
Forward exchange contracts that exchange USD for CAD:
|
|
|
|
|
|
|
|
|
|
|
||
|
|
2019
|
|
$
|
98
|
|
|
$
|
130
|
|
|
$1.00 - $1.32
|
|
|
Three Months Ended September 30, 2019
|
||||||||||||||||||
Location of Gain/(Loss)
|
|
Commodity
Derivatives |
|
Foreign Currency Derivatives
|
|
Preferred Distribution Rate Reset Option
|
|
Interest Rate Derivatives
|
|
Total
|
||||||||||
Supply and Logistics segment revenues (1)
|
|
$
|
149
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
148
|
|
Field operating costs (1)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Interest expense, net (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Other income/(expense), net (1)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Total gain/(loss) on derivatives recognized in net income
|
|
$
|
153
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
|
$
|
151
|
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||
Location of Gain/(Loss)
|
|
Commodity
Derivatives |
|
Foreign Currency Derivatives
|
|
Preferred Distribution Rate Reset Option
|
|
Interest Rate Derivatives
|
|
Total
|
||||||||||
Supply and Logistics segment revenues (1)
|
|
$
|
(59
|
)
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(54
|
)
|
Field operating costs (1)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Interest expense, net (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Other income/(expense), net (1)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Total gain/(loss) on derivatives recognized in net income
|
|
$
|
(60
|
)
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
|
$
|
(59
|
)
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||||||
Location of Gain/(Loss)
|
|
Commodity
Derivatives |
|
Foreign Currency Derivatives
|
|
Preferred Distribution Rate Reset Option
|
|
Interest Rate Derivatives
|
|
Total
|
||||||||||
Supply and Logistics segment revenues (1)
|
|
$
|
380
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
386
|
|
Field operating costs (1)
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Interest expense, net (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||||
Other income/(expense), net (1)
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||
Total gain/(loss) on derivatives recognized in net income
|
|
$
|
395
|
|
|
$
|
6
|
|
|
$
|
16
|
|
|
$
|
(7
|
)
|
|
$
|
410
|
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||
Location of Gain/(Loss)
|
|
Commodity
Derivatives |
|
Foreign Currency Derivatives
|
|
Preferred Distribution Rate Reset Option
|
|
Interest Rate Derivatives
|
|
Total
|
||||||||||
Supply and Logistics segment revenues (1)
|
|
$
|
(443
|
)
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(450
|
)
|
Field operating costs (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense, net (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||
Other income/(expense), net (1)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Total gain/(loss) on derivatives recognized in net income
|
|
$
|
(443
|
)
|
|
$
|
(7
|
)
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
|
$
|
(450
|
)
|
|
(1)
|
Derivatives not designated as a hedge.
|
(2)
|
Derivatives in hedging relationships.
|
|
|
Derivatives Not Designated As Hedging Instruments
|
|
|
|
|
||||||||||||||||||
Balance Sheet Location
|
|
Commodity
Derivatives |
|
Foreign Currency Derivatives
|
|
Preferred Distribution Rate Reset Option
|
|
Total
|
|
Interest Rate Derivatives (1)
|
|
Total Derivatives
|
||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
$
|
376
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
376
|
|
|
$
|
—
|
|
|
$
|
376
|
|
Other long-term assets, net
|
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
59
|
|
||||||
Other current liabilities
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Total Derivative Assets
|
|
$
|
437
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
437
|
|
|
$
|
—
|
|
|
$
|
437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
$
|
(67
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(67
|
)
|
|
$
|
—
|
|
|
$
|
(67
|
)
|
Other long-term assets, net
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Other current liabilities
|
|
(14
|
)
|
|
(1
|
)
|
|
—
|
|
|
(15
|
)
|
|
(64
|
)
|
|
(79
|
)
|
||||||
Other long-term liabilities and deferred credits
|
|
(14
|
)
|
|
—
|
|
|
(19
|
)
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
||||||
Total Derivative Liabilities
|
|
$
|
(100
|
)
|
|
$
|
(1
|
)
|
|
$
|
(19
|
)
|
|
$
|
(120
|
)
|
|
$
|
(64
|
)
|
|
$
|
(184
|
)
|
|
(1)
|
Derivatives in hedging relationships.
|
|
|
Derivatives Not Designated As Hedging Instruments
|
|
|
|
|
||||||||||||||||||
Balance Sheet Location
|
|
Commodity
Derivatives |
|
Foreign Currency Derivatives
|
|
Preferred Distribution Rate Reset Option
|
|
Total
|
|
Interest Rate Derivatives (1)
|
|
Total Derivatives
|
||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
$
|
441
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
441
|
|
|
$
|
2
|
|
|
$
|
443
|
|
Other long-term assets, net
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||||
Other long-term liabilities and deferred credits
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Total Derivative Assets
|
|
$
|
478
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
478
|
|
|
$
|
2
|
|
|
$
|
480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current assets
|
|
$
|
(182
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(182
|
)
|
|
$
|
—
|
|
|
$
|
(182
|
)
|
Other long-term assets, net
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Other current liabilities
|
|
(10
|
)
|
|
(9
|
)
|
|
—
|
|
|
(19
|
)
|
|
(1
|
)
|
|
(20
|
)
|
||||||
Other long-term liabilities and deferred credits
|
|
(9
|
)
|
|
—
|
|
|
(36
|
)
|
|
(45
|
)
|
|
(8
|
)
|
|
(53
|
)
|
||||||
Total Derivative Liabilities
|
|
$
|
(208
|
)
|
|
$
|
(9
|
)
|
|
$
|
(36
|
)
|
|
$
|
(253
|
)
|
|
$
|
(9
|
)
|
|
$
|
(262
|
)
|
|
(1)
|
Derivatives in hedging relationships.
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Initial margin
|
$
|
96
|
|
|
$
|
95
|
|
Variation margin returned
|
(131
|
)
|
|
(91
|
)
|
||
Letters of credit
|
(75
|
)
|
|
(84
|
)
|
||
Net broker payable
|
$
|
(110
|
)
|
|
$
|
(80
|
)
|
|
September 30, 2019
|
|
|
December 31, 2018
|
||||||||||||
|
Derivative
Asset Positions |
|
Derivative
Liability Positions |
|
|
Derivative
Asset Positions |
|
Derivative
Liability Positions |
||||||||
Netting Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross position - asset/(liability)
|
$
|
437
|
|
|
$
|
(184
|
)
|
|
|
$
|
480
|
|
|
$
|
(262
|
)
|
Netting adjustment
|
(74
|
)
|
|
74
|
|
|
|
(192
|
)
|
|
192
|
|
||||
Cash collateral received
|
(110
|
)
|
|
—
|
|
|
|
(80
|
)
|
|
—
|
|
||||
Net position - asset/(liability)
|
$
|
253
|
|
|
$
|
(110
|
)
|
|
|
$
|
208
|
|
|
$
|
(70
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Balance Sheet Location After Netting Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current assets
|
$
|
199
|
|
|
$
|
—
|
|
|
|
$
|
181
|
|
|
$
|
—
|
|
Other long-term assets, net
|
54
|
|
|
—
|
|
|
|
27
|
|
|
—
|
|
||||
Other current liabilities
|
—
|
|
|
(77
|
)
|
|
|
—
|
|
|
(20
|
)
|
||||
Other long-term liabilities and deferred credits
|
—
|
|
|
(33
|
)
|
|
|
—
|
|
|
(50
|
)
|
||||
|
$
|
253
|
|
|
$
|
(110
|
)
|
|
|
$
|
208
|
|
|
$
|
(70
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Interest rate derivatives, net
|
$
|
(53
|
)
|
|
$
|
15
|
|
|
$
|
(111
|
)
|
|
$
|
60
|
|
|
|
Fair Value as of September 30, 2019
|
|
|
Fair Value as of December 31, 2018
|
||||||||||||||||||||||||||||
Recurring Fair Value Measures (1)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Commodity derivatives
|
|
$
|
167
|
|
|
$
|
190
|
|
|
$
|
(20
|
)
|
|
$
|
337
|
|
|
|
$
|
171
|
|
|
$
|
87
|
|
|
$
|
12
|
|
|
$
|
270
|
|
Interest rate derivatives
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
(64
|
)
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||||
Foreign currency derivatives
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||||
Preferred Distribution Rate Reset Option
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
(36
|
)
|
||||||||
Total net derivative asset/(liability)
|
|
$
|
167
|
|
|
$
|
125
|
|
|
$
|
(39
|
)
|
|
$
|
253
|
|
|
|
$
|
171
|
|
|
$
|
71
|
|
|
$
|
(24
|
)
|
|
$
|
218
|
|
|
(1)
|
Derivative assets and liabilities are presented above on a net basis but do not include related cash margin deposits.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Beginning Balance
|
$
|
(26
|
)
|
|
$
|
(18
|
)
|
|
$
|
(24
|
)
|
|
$
|
(30
|
)
|
Net gains/(losses) for the period included in earnings
|
4
|
|
|
(5
|
)
|
|
21
|
|
|
2
|
|
||||
Settlements
|
1
|
|
|
—
|
|
|
(10
|
)
|
|
7
|
|
||||
Derivatives entered into during the period
|
(18
|
)
|
|
—
|
|
|
(26
|
)
|
|
(2
|
)
|
||||
Ending Balance
|
$
|
(39
|
)
|
|
$
|
(23
|
)
|
|
$
|
(39
|
)
|
|
$
|
(23
|
)
|
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains/(losses) included in earnings relating to Level 3 derivatives still held at the end of the period
|
$
|
(14
|
)
|
|
$
|
(5
|
)
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
Lease Cost
|
|
Three Months Ended
September 30, 2019 |
|
Nine Months Ended
September 30, 2019 |
||||
Operating lease cost
|
|
$
|
32
|
|
|
$
|
95
|
|
Short-term lease cost
|
|
11
|
|
|
32
|
|
||
Other (1)
|
|
(1
|
)
|
|
—
|
|
||
Total lease cost
|
|
$
|
42
|
|
|
$
|
127
|
|
|
(1)
|
Includes immaterial finance lease costs, variable lease costs and sublease income.
|
|
Nine Months Ended
September 30, 2019 |
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows for operating leases
|
$
|
101
|
|
Financing cash flows for finance leases
|
$
|
13
|
|
|
|
||
Non-cash change in lease liabilities arising from obtaining new right of use assets or modifications:
|
|
||
Operating leases
|
$
|
16
|
|
Finance leases
|
$
|
10
|
|
|
September 30, 2019
|
Weighted-average remaining lease term (in years):
|
|
Operating leases
|
10.2
|
Finance leases
|
3.6
|
|
|
Weighted-average discount rate:
|
|
Operating leases
|
4.5%
|
Finance leases
|
2.4%
|
Leases
|
|
Balance Sheet Location
|
|
September 30, 2019
|
||
Assets
|
|
|
|
|
||
Operating lease right-of-use assets
|
|
Long-term operating lease right-of-use assets, net
|
|
$
|
443
|
|
|
|
|
|
|
||
Finance lease right-of-use assets
|
|
Property and equipment
|
|
$
|
110
|
|
|
|
Accumulated depreciation
|
|
(15
|
)
|
|
|
|
Property and equipment, net
|
|
$
|
95
|
|
|
|
|
|
|
||
Total lease right-of-use assets
|
|
|
|
$
|
538
|
|
|
|
|
|
|
||
Liabilities
|
|
|
|
|
||
Operating lease liabilities
|
|
|
|
|
||
Current
|
|
Other current liabilities
|
|
$
|
103
|
|
Noncurrent
|
|
Long-term operating lease liabilities
|
|
348
|
|
|
Total operating lease liabilities
|
|
|
|
$
|
451
|
|
|
|
|
|
|
||
Finance lease liabilities
|
|
|
|
|
||
Current
|
|
Short-term debt
|
|
$
|
19
|
|
Noncurrent
|
|
Other long-term debt, net
|
|
37
|
|
|
Total finance lease liabilities
|
|
|
|
$
|
56
|
|
|
|
|
|
|
||
Total lease liabilities
|
|
|
|
$
|
507
|
|
|
Operating
|
|
Finance
|
||||
Future minimum lease payments (1):
|
|
|
|
||||
Remainder of 2019
|
$
|
31
|
|
|
$
|
5
|
|
2020
|
113
|
|
|
18
|
|
||
2021
|
93
|
|
|
9
|
|
||
2022
|
78
|
|
|
10
|
|
||
2023
|
54
|
|
|
7
|
|
||
Thereafter
|
247
|
|
|
10
|
|
||
Total
|
616
|
|
|
59
|
|
||
Less: Present value discount
|
(165
|
)
|
|
(3
|
)
|
||
Lease liabilities
|
$
|
451
|
|
|
$
|
56
|
|
|
(1)
|
Excludes future minimum payments for short-term and other immaterial leases not included on our Condensed Consolidated Balance Sheet.
|
|
|
Remainder
of 2019 |
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||
Lease revenue
|
|
$
|
5
|
|
|
$
|
19
|
|
|
$
|
22
|
|
|
$
|
25
|
|
|
$
|
21
|
|
|
$
|
226
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues from related parties (1) (2)
|
$
|
205
|
|
|
$
|
266
|
|
|
$
|
661
|
|
|
$
|
832
|
|
|
|
|
|
|
|
|
|
||||||||
Purchases and related costs from related parties (2)
|
$
|
(7
|
)
|
|
$
|
157
|
|
|
$
|
93
|
|
|
$
|
317
|
|
|
(1)
|
A majority of these revenues are included in “Supply and Logistics segment revenues” on our Condensed Consolidated Statements of Operations.
|
(2)
|
Crude oil purchases that are part of inventory exchanges under buy/sell transactions are netted with the related sales, with any margin presented in “Purchases and related costs” in our Condensed Consolidated Statements of Operations.
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Trade accounts receivable and other receivables, net from related parties (1) (2)
|
$
|
165
|
|
|
$
|
144
|
|
|
|
|
|
||||
Trade accounts payable to related parties (1) (2) (3)
|
$
|
105
|
|
|
$
|
121
|
|
|
(1)
|
We have a netting arrangement with certain related parties. Receivables and payables are presented net of such amounts.
|
(2)
|
Includes amounts related to crude oil purchases and sales, transportation services and amounts owed to us or advanced to us related to expansion projects of equity method investees where we serve as construction manager.
|
(3)
|
We have an agreement to transport crude oil at posted tariff rates on a pipeline that is owned by an equity method investee, in which we own a 50% interest. A portion of our commitment to transport is supported by crude oil buy/sell agreements with third parties with commensurate quantities.
|
Three Months Ended September 30, 2019
|
|
Transportation
|
|
Facilities
|
|
Supply and
Logistics |
|
Intersegment Adjustment
|
|
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External customers (1)
|
|
$
|
319
|
|
|
$
|
149
|
|
|
$
|
7,541
|
|
|
$
|
(123
|
)
|
|
$
|
7,886
|
|
Intersegment (2)
|
|
278
|
|
|
142
|
|
|
1
|
|
|
123
|
|
|
544
|
|
|||||
Total revenues of reportable segments
|
|
$
|
597
|
|
|
$
|
291
|
|
|
$
|
7,542
|
|
|
$
|
—
|
|
|
$
|
8,430
|
|
Equity earnings in unconsolidated entities
|
|
$
|
102
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
102
|
|
||
Segment Adjusted EBITDA
|
|
$
|
462
|
|
|
$
|
173
|
|
|
$
|
92
|
|
|
|
|
$
|
727
|
|
||
Maintenance capital
|
|
$
|
42
|
|
|
$
|
28
|
|
|
$
|
15
|
|
|
|
|
$
|
85
|
|
Three Months Ended September 30, 2018
|
|
Transportation
|
|
Facilities
|
|
Supply and
Logistics |
|
Intersegment Adjustment
|
|
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External customers (1)
|
|
$
|
292
|
|
|
$
|
149
|
|
|
$
|
8,482
|
|
|
$
|
(131
|
)
|
|
$
|
8,792
|
|
Intersegment (2)
|
|
206
|
|
|
140
|
|
|
1
|
|
|
131
|
|
|
478
|
|
|||||
Total revenues of reportable segments
|
|
$
|
498
|
|
|
$
|
289
|
|
|
$
|
8,483
|
|
|
$
|
—
|
|
|
$
|
9,270
|
|
Equity earnings in unconsolidated entities
|
|
$
|
110
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
110
|
|
||
Segment Adjusted EBITDA
|
|
$
|
388
|
|
|
$
|
173
|
|
|
$
|
75
|
|
|
|
|
$
|
636
|
|
||
Maintenance capital
|
|
$
|
41
|
|
|
$
|
33
|
|
|
$
|
4
|
|
|
|
|
$
|
78
|
|
Nine Months Ended September 30, 2019
|
|
Transportation
|
|
Facilities
|
|
Supply and
Logistics |
|
Intersegment Adjustment
|
|
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External customers (1)
|
|
$
|
938
|
|
|
$
|
457
|
|
|
$
|
23,477
|
|
|
$
|
(357
|
)
|
|
$
|
24,515
|
|
Intersegment (2)
|
|
774
|
|
|
423
|
|
|
3
|
|
|
357
|
|
|
1,557
|
|
|||||
Total revenues of reportable segments
|
|
$
|
1,712
|
|
|
$
|
880
|
|
|
$
|
23,480
|
|
|
$
|
—
|
|
|
$
|
26,072
|
|
Equity earnings in unconsolidated entities
|
|
$
|
274
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
274
|
|
||
Segment Adjusted EBITDA
|
|
$
|
1,271
|
|
|
$
|
529
|
|
|
$
|
571
|
|
|
|
|
$
|
2,371
|
|
||
Maintenance capital
|
|
$
|
110
|
|
|
$
|
74
|
|
|
$
|
20
|
|
|
|
|
$
|
204
|
|
Nine Months Ended September 30, 2018
|
|
Transportation
|
|
Facilities
|
|
Supply and
Logistics |
|
Intersegment Adjustment
|
|
Total
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External customers (1)
|
|
$
|
808
|
|
|
$
|
437
|
|
|
$
|
24,374
|
|
|
$
|
(350
|
)
|
|
$
|
25,269
|
|
Intersegment (2)
|
|
619
|
|
|
429
|
|
|
2
|
|
|
350
|
|
|
1,400
|
|
|||||
Total revenues of reportable segments
|
|
$
|
1,427
|
|
|
$
|
866
|
|
|
$
|
24,376
|
|
|
$
|
—
|
|
|
$
|
26,669
|
|
Equity earnings in unconsolidated entities
|
|
$
|
281
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
281
|
|
||
Segment Adjusted EBITDA
|
|
$
|
1,083
|
|
|
$
|
530
|
|
|
$
|
120
|
|
|
|
|
$
|
1,733
|
|
||
Maintenance capital
|
|
$
|
102
|
|
|
$
|
74
|
|
|
$
|
10
|
|
|
|
|
$
|
186
|
|
|
(1)
|
Transportation revenues from External customers include certain inventory exchanges with our customers where our Supply and Logistics segment has transacted the inventory exchange and serves as the shipper on our pipeline systems. See Note 3 to our Consolidated Financial Statements included in Part IV of our 2018 Annual Report on Form 10-K for a discussion of our related accounting policy. We have included an estimate of the revenues from these inventory exchanges in our Transportation segment revenues from External customers presented above and adjusted those revenues out such that Total revenues from External customers reconciles to our Condensed Consolidated Statements of Operations. This presentation is consistent with the information provided to our CODM.
|
(2)
|
Segment revenues include intersegment amounts that are eliminated in Purchases and related costs and Field operating costs in our Condensed Consolidated Statements of Operations. Intersegment activities are conducted at posted tariff rates where applicable, or otherwise at rates similar to those charged to third parties or rates that we believe approximate market at the time the agreement is executed or renegotiated.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Segment Adjusted EBITDA
|
$
|
727
|
|
|
$
|
636
|
|
|
$
|
2,371
|
|
|
$
|
1,733
|
|
Adjustments (1):
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization of unconsolidated entities (2)
|
(18
|
)
|
|
(15
|
)
|
|
(45
|
)
|
|
(44
|
)
|
||||
Gains/(losses) from derivative activities, net of inventory valuation adjustments (3)
|
29
|
|
|
110
|
|
|
60
|
|
|
(107
|
)
|
||||
Long-term inventory costing adjustments (4)
|
1
|
|
|
10
|
|
|
(3
|
)
|
|
18
|
|
||||
Deficiencies under minimum volume commitments, net (5)
|
4
|
|
|
4
|
|
|
10
|
|
|
(9
|
)
|
||||
Equity-indexed compensation expense (6)
|
(5
|
)
|
|
(14
|
)
|
|
(13
|
)
|
|
(37
|
)
|
||||
Net gain/(loss) on foreign currency revaluation (7)
|
5
|
|
|
3
|
|
|
(7
|
)
|
|
(5
|
)
|
||||
Line 901 incident (8)
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
||||
Depreciation and amortization
|
(156
|
)
|
|
(129
|
)
|
|
(439
|
)
|
|
(385
|
)
|
||||
Gains/(losses) on asset sales and asset impairments, net
|
7
|
|
|
(2
|
)
|
|
7
|
|
|
79
|
|
||||
Gain on investment in unconsolidated entities
|
4
|
|
|
210
|
|
|
271
|
|
|
210
|
|
||||
Interest expense, net
|
(108
|
)
|
|
(110
|
)
|
|
(311
|
)
|
|
(327
|
)
|
||||
Other income/(expense), net
|
5
|
|
|
(3
|
)
|
|
23
|
|
|
8
|
|
||||
Income before tax
|
495
|
|
|
700
|
|
|
1,914
|
|
|
1,134
|
|
||||
Income tax (expense)/benefit
|
(41
|
)
|
|
10
|
|
|
(42
|
)
|
|
(35
|
)
|
||||
Net income
|
454
|
|
|
710
|
|
|
1,872
|
|
|
1,099
|
|
||||
Net income attributable to noncontrolling interests
|
(5
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Net income attributable to PAA
|
$
|
449
|
|
|
$
|
710
|
|
|
$
|
1,865
|
|
|
$
|
1,099
|
|
|
(1)
|
Represents adjustments utilized by our CODM in the evaluation of segment results.
|
(2)
|
Includes our proportionate share of the depreciation and amortization of, and gains and losses on significant asset sales by, unconsolidated entities.
|
(3)
|
We use derivative instruments for risk management purposes and our related processes include specific identification of hedging instruments to an underlying hedged transaction. Although we identify an underlying transaction for each derivative instrument we enter into, there may not be an accounting hedge relationship between the instrument and the underlying transaction. In the course of evaluating our results, we identify the earnings that were recognized during the period related to derivative instruments for which the identified underlying transaction does not occur in the current period and exclude the related gains and losses in determining Segment Adjusted EBITDA. In addition, we exclude gains and losses on derivatives that are related to investing activities, such as the purchase of linefill. We also exclude the impact of corresponding inventory valuation adjustments, as applicable.
|
(4)
|
We carry crude oil and NGL inventory that is comprised of minimum working inventory requirements in third-party assets and other working inventory that is needed for our commercial operations. We consider this inventory necessary to conduct our operations and we intend to carry this inventory for the foreseeable future. Therefore, we classify this inventory as long-term on our balance sheet and do not hedge the inventory with derivative instruments (similar to linefill in our own assets). We exclude the impact of changes in the average cost of the long-term inventory (that result from fluctuations in market prices) and writedowns of such inventory that result from price declines from Segment Adjusted EBITDA.
|
(5)
|
We have certain agreements that require counterparties to deliver, transport or throughput a minimum volume over an agreed upon period. Substantially all of such agreements were entered into with counterparties to economically support the return on our capital expenditure necessary to construct the related asset. Some of these agreements include make-up rights if the minimum volume is not met. We record a receivable from the counterparty in the period that services are provided or when the transaction occurs, including amounts for deficiency obligations from counterparties associated with minimum volume commitments. If a counterparty has a make-up right associated with a deficiency, we defer the revenue attributable to the counterparty’s make-up right and subsequently recognize the revenue at the earlier of when the deficiency volume is delivered or shipped, when the make-up right expires or when it is determined that the counterparty’s ability to utilize the make-up right is remote. We include the impact of amounts billed to counterparties for their deficiency obligation, net of applicable amounts subsequently recognized into revenue, as a selected item impacting comparability. Our CODM views the inclusion of the contractually committed revenues associated with that period as meaningful to Segment Adjusted EBITDA as the related asset has been constructed, is standing ready to provide the committed service and the fixed operating costs are included in the current period results.
|
(6)
|
Includes equity-indexed compensation expense associated with awards that will or may be settled in units.
|
(7)
|
Includes gains and losses realized on the settlement of foreign currency transactions as well as the revaluation of monetary assets and liabilities denominated in a foreign currency.
|
(8)
|
Includes costs recognized during the period related to the Line 901 incident that occurred in May 2015, net of amounts we believe are probable of recovery from insurance. See Note 13 for additional information regarding the Line 901 incident.
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Executive Summary
|
•
|
Acquisitions and Capital Projects
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Recent Accounting Pronouncements
|
•
|
Critical Accounting Policies and Estimates
|
•
|
Other Items
|
•
|
Forward-Looking Statements
|
•
|
Favorable results from our Supply and Logistics segment due to the realization of favorable crude oil differentials, primarily in the Permian Basin and Canada, higher NGL margins and more favorable impacts in the 2019 period from the mark-to-market of certain derivative instruments;
|
•
|
Favorable results from our Transportation segment, primarily from our pipelines in the Permian Basin region, driven by higher volumes from increased production and our recently completed capital expansion projects; and
|
•
|
A non-cash gain of $269 million recognized in the current period related to a fair value adjustment resulting from the accounting for the contribution of our undivided joint interest in the Capline pipeline system for an equity interest in Capline Pipeline Company LLC compared to a gain of $210 million recognized in 2018 related to the sale of a portion of our interest in BridgeTex Pipeline Company LLC; partially offset by
|
•
|
Higher depreciation and amortization expense primarily due to additional depreciation expense associated with the completion of various capital expansion projects; and
|
•
|
The unfavorable impact to the 2019 comparative period of a net gain on asset sales and asset impairments of $79 million for nine months ended September 30, 2018.
|
•
|
Lowering our targeted long-term debt to Adjusted EBITDA leverage ratio by 0.5x to a range of 3.0x to 3.5x;
|
•
|
Establishing a long-term sustainable minimum annual distribution coverage level of 130% underpinned by predominantly fee-based cash flows; and
|
•
|
Our adoption of an annual cycle for setting the common unit distribution level and intention to increase common unit distributions in the future contingent on achieving and maintaining targeted leverage and coverage ratios and subject to an annual review process.
|
|
Nine Months Ended
September 30, |
||||||
|
2019
|
|
2018
|
||||
Acquisition capital
|
$
|
47
|
|
|
$
|
—
|
|
Expansion capital (1) (2)
|
988
|
|
|
1,370
|
|
||
Maintenance capital (2)
|
204
|
|
|
186
|
|
||
|
$
|
1,239
|
|
|
$
|
1,556
|
|
|
(1)
|
Contributions to unconsolidated entities related to expansion projects of such entities are recognized in “Expansion capital.” We account for our investments in such entities under the equity method of accounting.
|
(2)
|
Capital expenditures made to expand the existing operating and/or earnings capacity of our assets are classified as expansion capital. Capital expenditures for the replacement and/or refurbishment of partially or fully depreciated assets in order to maintain the operating and/or earnings capacity of our existing assets are classified as maintenance capital.
|
Projects
|
|
2019
|
||
Permian Basin Takeaway Pipeline Projects
|
|
$
|
500
|
|
Complementary Permian Basin Projects
|
|
485
|
|
|
Other Long-Haul Pipeline Projects
|
|
100
|
|
|
Selected Facilities
|
|
100
|
|
|
Other Projects
|
|
165
|
|
|
Total Projected 2019 Expansion Capital Expenditures (1)
|
|
$
|
1,350
|
|
|
(1)
|
Amounts reflect our expectation that certain projects will be owned in a joint venture structure with a proportionate share of the project cost dispersed among the partners.
|
|
Three Months Ended
September 30, |
|
Variance
|
|
|
Nine Months Ended
September 30, |
|
Variance
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
Transportation Segment Adjusted EBITDA (1)
|
$
|
462
|
|
|
$
|
388
|
|
|
$
|
74
|
|
|
19
|
%
|
|
|
$
|
1,271
|
|
|
$
|
1,083
|
|
|
$
|
188
|
|
|
17
|
%
|
Facilities Segment Adjusted EBITDA (1)
|
173
|
|
|
173
|
|
|
—
|
|
|
—
|
%
|
|
|
529
|
|
|
530
|
|
|
(1
|
)
|
|
—
|
%
|
||||||
Supply and Logistics Segment Adjusted EBITDA (1)
|
92
|
|
|
75
|
|
|
17
|
|
|
23
|
%
|
|
|
571
|
|
|
120
|
|
|
451
|
|
|
376
|
%
|
||||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization of unconsolidated entities
|
(18
|
)
|
|
(15
|
)
|
|
(3
|
)
|
|
(20
|
)%
|
|
|
(45
|
)
|
|
(44
|
)
|
|
(1
|
)
|
|
(2
|
)%
|
||||||
Selected items impacting comparability - Segment Adjusted EBITDA
|
34
|
|
|
113
|
|
|
(79
|
)
|
|
**
|
|
|
|
37
|
|
|
(140
|
)
|
|
177
|
|
|
**
|
|
||||||
Depreciation and amortization
|
(156
|
)
|
|
(129
|
)
|
|
(27
|
)
|
|
(21
|
)%
|
|
|
(439
|
)
|
|
(385
|
)
|
|
(54
|
)
|
|
(14
|
)%
|
||||||
Gains/(losses) on asset sales and asset impairments, net
|
7
|
|
|
(2
|
)
|
|
9
|
|
|
450
|
%
|
|
|
7
|
|
|
79
|
|
|
(72
|
)
|
|
(91
|
)%
|
||||||
Gain on investment in unconsolidated entities
|
4
|
|
|
210
|
|
|
(206
|
)
|
|
(98
|
)%
|
|
|
271
|
|
|
210
|
|
|
61
|
|
|
29
|
%
|
||||||
Interest expense, net
|
(108
|
)
|
|
(110
|
)
|
|
2
|
|
|
2
|
%
|
|
|
(311
|
)
|
|
(327
|
)
|
|
16
|
|
|
5
|
%
|
||||||
Other income/(expense), net
|
5
|
|
|
(3
|
)
|
|
8
|
|
|
**
|
|
|
|
23
|
|
|
8
|
|
|
15
|
|
|
**
|
|
||||||
Income tax (expense)/benefit
|
(41
|
)
|
|
10
|
|
|
(51
|
)
|
|
**
|
|
|
|
(42
|
)
|
|
(35
|
)
|
|
(7
|
)
|
|
(20
|
)%
|
||||||
Net income
|
454
|
|
|
710
|
|
|
(256
|
)
|
|
(36
|
)%
|
|
|
1,872
|
|
|
1,099
|
|
|
773
|
|
|
70
|
%
|
||||||
Net income attributable to noncontrolling interests
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
N/A
|
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
N/A
|
|
||||||
Net income attributable to PAA
|
$
|
449
|
|
|
$
|
710
|
|
|
$
|
(261
|
)
|
|
(37
|
)%
|
|
|
$
|
1,865
|
|
|
$
|
1,099
|
|
|
$
|
766
|
|
|
70
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Basic net income per common unit
|
$
|
0.55
|
|
|
$
|
0.91
|
|
|
$
|
(0.36
|
)
|
|
**
|
|
|
|
$
|
2.35
|
|
|
$
|
1.30
|
|
|
$
|
1.05
|
|
|
**
|
|
Diluted net income per common unit
|
$
|
0.55
|
|
|
$
|
0.87
|
|
|
$
|
(0.32
|
)
|
|
**
|
|
|
|
$
|
2.28
|
|
|
$
|
1.30
|
|
|
$
|
0.98
|
|
|
**
|
|
Basic weighted average common units outstanding
|
728
|
|
|
726
|
|
|
2
|
|
|
**
|
|
|
|
727
|
|
|
726
|
|
|
1
|
|
|
**
|
|
||||||
Diluted weighted average common units outstanding
|
800
|
|
|
799
|
|
|
1
|
|
|
**
|
|
|
|
800
|
|
|
728
|
|
|
72
|
|
|
**
|
|
|
**
|
Indicates that variance as a percentage is not meaningful.
|
(1)
|
Segment Adjusted EBITDA is the measure of segment performance that is utilized by our CODM to assess performance and allocate resources among our operating segments. This measure is adjusted for certain items, including those that our CODM believes impact comparability of results across periods. See Note 14 to our Condensed Consolidated Financial Statements for additional discussion of such adjustments.
|
|
Three Months Ended
September 30, |
|
Variance
|
|
|
Nine Months Ended
September 30, |
|
Variance
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
Net income
|
$
|
454
|
|
|
$
|
710
|
|
|
$
|
(256
|
)
|
|
(36
|
)%
|
|
|
$
|
1,872
|
|
|
$
|
1,099
|
|
|
$
|
773
|
|
|
70
|
%
|
Add/(Subtract):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
108
|
|
|
110
|
|
|
(2
|
)
|
|
(2
|
)%
|
|
|
311
|
|
|
327
|
|
|
(16
|
)
|
|
(5
|
)%
|
||||||
Income tax expense/(benefit)
|
41
|
|
|
(10
|
)
|
|
51
|
|
|
**
|
|
|
|
42
|
|
|
35
|
|
|
7
|
|
|
20
|
%
|
||||||
Depreciation and amortization
|
156
|
|
|
129
|
|
|
27
|
|
|
21
|
%
|
|
|
439
|
|
|
385
|
|
|
54
|
|
|
14
|
%
|
||||||
(Gains)/losses on asset sales and asset impairments, net
|
(7
|
)
|
|
2
|
|
|
(9
|
)
|
|
(450
|
)%
|
|
|
(7
|
)
|
|
(79
|
)
|
|
72
|
|
|
91
|
%
|
||||||
Gain on investment in unconsolidated entities
|
(4
|
)
|
|
(210
|
)
|
|
206
|
|
|
98
|
%
|
|
|
(271
|
)
|
|
(210
|
)
|
|
(61
|
)
|
|
(29
|
)%
|
||||||
Depreciation and amortization of unconsolidated entities (1)
|
18
|
|
|
15
|
|
|
3
|
|
|
20
|
%
|
|
|
45
|
|
|
44
|
|
|
1
|
|
|
2
|
%
|
||||||
Selected Items Impacting Comparability:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Gains)/losses from derivative activities, net of inventory valuation adjustments (2)
|
(29
|
)
|
|
(110
|
)
|
|
81
|
|
|
**
|
|
|
|
(60
|
)
|
|
107
|
|
|
(167
|
)
|
|
**
|
|
||||||
Long-term inventory costing adjustments (3)
|
(1
|
)
|
|
(10
|
)
|
|
9
|
|
|
**
|
|
|
|
3
|
|
|
(18
|
)
|
|
21
|
|
|
**
|
|
||||||
Deficiencies under minimum volume commitments, net (4)
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
**
|
|
|
|
(10
|
)
|
|
9
|
|
|
(19
|
)
|
|
**
|
|
||||||
Equity-indexed compensation expense (5)
|
5
|
|
|
14
|
|
|
(9
|
)
|
|
**
|
|
|
|
13
|
|
|
37
|
|
|
(24
|
)
|
|
**
|
|
||||||
Net (gain)/loss on foreign currency revaluation (6)
|
(5
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
**
|
|
|
|
7
|
|
|
5
|
|
|
2
|
|
|
**
|
|
||||||
Line 901 incident (7)
|
—
|
|
|
—
|
|
|
—
|
|
|
**
|
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
**
|
|
||||||
Selected Items Impacting Comparability - Segment Adjusted EBITDA
|
(34
|
)
|
|
(113
|
)
|
|
79
|
|
|
**
|
|
|
|
(37
|
)
|
|
140
|
|
|
(177
|
)
|
|
**
|
|
||||||
(Gains)/losses from derivative activities (2)
|
(1
|
)
|
|
2
|
|
|
(3
|
)
|
|
**
|
|
|
|
(16
|
)
|
|
(3
|
)
|
|
(13
|
)
|
|
**
|
|
||||||
Net (gain)/loss on foreign currency revaluation (6)
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
**
|
|
|
|
(1
|
)
|
|
(3
|
)
|
|
2
|
|
|
**
|
|
||||||
Selected Items Impacting Comparability - Adjusted EBITDA (8)
|
(35
|
)
|
|
(110
|
)
|
|
75
|
|
|
**
|
|
|
|
(54
|
)
|
|
134
|
|
|
(188
|
)
|
|
**
|
|
||||||
Adjusted EBITDA (8)
|
$
|
731
|
|
|
$
|
636
|
|
|
$
|
95
|
|
|
15
|
%
|
|
|
$
|
2,377
|
|
|
$
|
1,735
|
|
|
$
|
642
|
|
|
37
|
%
|
|
Three Months Ended
September 30, |
|
Variance
|
|
|
Nine Months Ended
September 30, |
|
Variance
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
Interest expense, net of certain non-cash items (9)
|
(104
|
)
|
|
(106
|
)
|
|
2
|
|
|
2
|
%
|
|
|
(298
|
)
|
|
(318
|
)
|
|
20
|
|
|
6
|
%
|
||||||
Maintenance capital (10)
|
(85
|
)
|
|
(78
|
)
|
|
(7
|
)
|
|
(9
|
)%
|
|
|
(204
|
)
|
|
(186
|
)
|
|
(18
|
)
|
|
(10
|
)%
|
||||||
Current income tax expense
|
(19
|
)
|
|
(14
|
)
|
|
(5
|
)
|
|
(36
|
)%
|
|
|
(72
|
)
|
|
(34
|
)
|
|
(38
|
)
|
|
(112
|
)%
|
||||||
Adjusted equity earnings in unconsolidated entities, net of distributions (11)
|
(13
|
)
|
|
(5
|
)
|
|
(8
|
)
|
|
**
|
|
|
|
(12
|
)
|
|
9
|
|
|
(21
|
)
|
|
**
|
|
||||||
Distributions to noncontrolling interests (12)
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
N/A
|
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
N/A
|
|
||||||
Implied DCF
|
$
|
506
|
|
|
$
|
433
|
|
|
$
|
73
|
|
|
17
|
%
|
|
|
$
|
1,787
|
|
|
$
|
1,206
|
|
|
$
|
581
|
|
|
48
|
%
|
Preferred unit distributions (13)
|
(37
|
)
|
|
(37
|
)
|
|
—
|
|
|
—
|
%
|
|
|
(137
|
)
|
|
(99
|
)
|
|
(38
|
)
|
|
(38
|
)%
|
||||||
Implied DCF Available to Common Unitholders
|
$
|
469
|
|
|
$
|
396
|
|
|
$
|
73
|
|
|
18
|
%
|
|
|
$
|
1,650
|
|
|
$
|
1,107
|
|
|
$
|
543
|
|
|
49
|
%
|
Common unit cash distributions (12)
|
(262
|
)
|
|
(218
|
)
|
|
|
|
|
|
|
(741
|
)
|
|
(653
|
)
|
|
|
|
|
||||||||||
Implied DCF Excess/(Shortage) (14)
|
$
|
207
|
|
|
$
|
178
|
|
|
|
|
|
|
|
$
|
909
|
|
|
$
|
454
|
|
|
|
|
|
|
**
|
Indicates that variance as a percentage is not meaningful.
|
(1)
|
Over the past several years, we have increased our participation in strategic pipeline joint ventures accounted for under the equity method of accounting. We exclude our proportionate share of the depreciation and amortization expense of, and gains and losses on significant asset sales by, such unconsolidated entities when reviewing Adjusted EBITDA, similar to our consolidated assets.
|
(2)
|
We use derivative instruments for risk management purposes, and our related processes include specific identification of hedging instruments to an underlying hedged transaction. Although we identify an underlying transaction for each derivative instrument we enter into, there may not be an accounting hedge relationship between the instrument and the underlying transaction. In the course of evaluating our results of operations, we identify the earnings that were recognized during the period related to derivative instruments for which the identified underlying transaction does not occur in the current period and exclude the related gains and losses in determining Adjusted EBITDA. In addition, we exclude gains and losses on derivatives that are related to investing activities, such as the purchase of linefill. We also exclude the impact of corresponding inventory valuation adjustments, as applicable, as well as the mark-to-market adjustment related to our Preferred Distribution Rate Reset Option. See Note 10 to our Condensed Consolidated Financial Statements for a comprehensive discussion regarding our derivatives and risk management activities and our Preferred Distribution Rate Reset Option.
|
(3)
|
We carry crude oil and NGL inventory that is comprised of minimum working inventory requirements in third-party assets and other working inventory that is needed for our commercial operations. We consider this inventory necessary to conduct our operations and we intend to carry this inventory for the foreseeable future. Therefore, we classify this inventory as long-term on our balance sheet and do not hedge the inventory with derivative instruments (similar to linefill in our own assets). We treat the impact of changes in the average cost of the long-term inventory (that result from fluctuations in market prices) and writedowns of such inventory that result from price declines as a selected item impacting comparability. See Note 5 to our Consolidated Financial Statements included in Part IV of our 2018 Annual Report on Form 10-K for additional inventory disclosures.
|
(4)
|
We have certain agreements that require counterparties to deliver, transport or throughput a minimum volume over an agreed upon period. Substantially all of such agreements were entered into with counterparties to economically support the return on our capital expenditure necessary to construct the related asset. Some of these agreements include make-up rights if the minimum volume is not met. We record a receivable from the counterparty in the period that services are provided or when the transaction occurs, including amounts for deficiency obligations from counterparties associated with minimum volume commitments. If a counterparty has a make-up right associated with a deficiency, we defer the revenue attributable to the counterparty’s make-up right and subsequently recognize the revenue at the earlier of when the deficiency volume is delivered or shipped, when the make-up right expires or when it is determined that the counterparty’s ability to utilize the make-up right is remote. We include the impact of amounts billed to counterparties for their deficiency obligation, net of applicable amounts subsequently recognized into
|
(5)
|
Our total equity-indexed compensation expense includes expense associated with awards that will or may be settled in units and awards that will or may be settled in cash. The awards that will or may be settled in units are included in our diluted net income per unit calculation when the applicable performance criteria have been met. We consider the compensation expense associated with these awards as a selected item impacting comparability as the dilutive impact of the outstanding awards is included in our diluted net income per unit calculation, as applicable, and the majority of the awards are expected to be settled in units. The portion of compensation expense associated with awards that are certain to be settled in cash is not considered a selected item impacting comparability. See Note 17 to our Consolidated Financial Statements included in Part IV of our 2018 Annual Report on Form 10-K for a comprehensive discussion regarding our equity-indexed compensation plans.
|
(6)
|
During the periods presented, there were fluctuations in the value of CAD to USD, resulting in non-cash gains and losses that were not related to our core operating results for the period and were thus classified as a selected item impacting comparability. See Note 10 to our Condensed Consolidated Financial Statements for discussion regarding our currency exchange rate risk hedging activities.
|
(7)
|
Includes costs recognized during the period related to the Line 901 incident that occurred in May 2015, net of amounts we believe are probable of recovery from insurance. See Note 13 to our Condensed Consolidated Financial Statements for additional information regarding the Line 901 incident.
|
(8)
|
Other income/(expense), net per our Condensed Consolidated Statements of Operations, adjusted for selected items impacting comparability (“Adjusted Other income/(expense), net”) is included in Adjusted EBITDA and excluded from Segment Adjusted EBITDA.
|
(9)
|
Excludes certain non-cash items impacting interest expense such as amortization of debt issuance costs and terminated interest rate swaps.
|
(10)
|
Maintenance capital expenditures are defined as capital expenditures for the replacement and/or refurbishment of partially or fully depreciated assets in order to maintain the operating and/or earnings capacity of our existing assets.
|
(11)
|
Comprised of cash distributions received from unconsolidated entities less equity earnings in unconsolidated entities (adjusted for our proportionate share of depreciation and amortization and gains and losses on significant asset sales).
|
(12)
|
Cash distributions paid during the period presented.
|
(13)
|
Cash distributions paid to our preferred unitholders during the period presented. The current $0.5250 quarterly ($2.10 annualized) per unit distribution requirement of our Series A preferred units was paid-in-kind for each quarterly distribution from their issuance through February 2018. Distributions on our Series A preferred units have been paid in cash since the May 2018 quarterly distribution. The current $61.25 per unit annual distribution requirement of our Series B preferred units, which were issued in October 2017, is payable semi-annually in arrears on May 15 and November 15. See Note 12 to our Consolidated Financial Statements included in Part IV of our 2018 Annual Report on Form 10-K for additional information regarding our preferred units.
|
(14)
|
Excess DCF is retained to establish reserves for future distributions, capital expenditures and other partnership purposes. DCF shortages may be funded from previously established reserves, cash on hand or from borrowings under our credit facilities or commercial paper program.
|
Operating Results (1)
|
|
Three Months Ended
September 30, |
|
Variance
|
|
|
Nine Months Ended
September 30, |
|
Variance
|
||||||||||||||||||||||
(in millions, except per barrel data)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
|
$
|
597
|
|
|
$
|
498
|
|
|
$
|
99
|
|
|
20
|
%
|
|
|
$
|
1,712
|
|
|
$
|
1,427
|
|
|
$
|
285
|
|
|
20
|
%
|
Purchases and related costs
|
|
(55
|
)
|
|
(49
|
)
|
|
(6
|
)
|
|
(12
|
)%
|
|
|
(155
|
)
|
|
(141
|
)
|
|
(14
|
)
|
|
(10
|
)%
|
||||||
Field operating costs
|
|
(172
|
)
|
|
(164
|
)
|
|
(8
|
)
|
|
(5
|
)%
|
|
|
(532
|
)
|
|
(469
|
)
|
|
(63
|
)
|
|
(13
|
)%
|
||||||
Segment general and administrative expenses (2)
|
|
(26
|
)
|
|
(28
|
)
|
|
2
|
|
|
7
|
%
|
|
|
(80
|
)
|
|
(86
|
)
|
|
6
|
|
|
7
|
%
|
||||||
Equity earnings in unconsolidated entities
|
|
102
|
|
|
110
|
|
|
(8
|
)
|
|
(7
|
)%
|
|
|
274
|
|
|
281
|
|
|
(7
|
)
|
|
(2
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjustments (3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization of unconsolidated entities
|
|
18
|
|
|
15
|
|
|
3
|
|
|
20
|
%
|
|
|
45
|
|
|
44
|
|
|
1
|
|
|
2
|
%
|
||||||
(Gains)/losses from derivative activities
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
**
|
|
|
|
1
|
|
|
(1
|
)
|
|
2
|
|
|
**
|
|
||||||
Deficiencies under minimum volume commitments, net
|
|
(4
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
**
|
|
|
|
(10
|
)
|
|
8
|
|
|
(18
|
)
|
|
**
|
|
||||||
Equity-indexed compensation expense
|
|
3
|
|
|
7
|
|
|
(4
|
)
|
|
**
|
|
|
|
6
|
|
|
20
|
|
|
(14
|
)
|
|
**
|
|
||||||
Line 901 incident
|
|
—
|
|
|
—
|
|
|
—
|
|
|
**
|
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
**
|
|
||||||
Segment Adjusted EBITDA
|
|
$
|
462
|
|
|
$
|
388
|
|
|
$
|
74
|
|
|
19
|
%
|
|
|
$
|
1,271
|
|
|
$
|
1,083
|
|
|
$
|
188
|
|
|
17
|
%
|
Maintenance capital
|
|
$
|
42
|
|
|
$
|
41
|
|
|
$
|
1
|
|
|
2
|
%
|
|
|
$
|
110
|
|
|
$
|
102
|
|
|
$
|
8
|
|
|
8
|
%
|
Segment Adjusted EBITDA per barrel
|
|
$
|
0.71
|
|
|
$
|
0.70
|
|
|
$
|
0.01
|
|
|
1
|
%
|
|
|
$
|
0.69
|
|
|
$
|
0.69
|
|
|
$
|
—
|
|
|
—
|
%
|
Average Daily Volumes
|
|
Three Months Ended
September 30, |
|
Variance
|
|
|
Nine Months Ended
September 30, |
|
Variance
|
||||||||||||||||
(in thousands of barrels per day) (4)
|
|
2019
|
|
2018
|
|
Volumes
|
|
%
|
|
|
2019
|
|
2018
|
|
Volumes
|
|
%
|
||||||||
Tariff activities volumes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crude oil pipelines (by region):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Permian Basin (5)
|
|
4,852
|
|
|
3,880
|
|
|
972
|
|
|
25
|
%
|
|
|
4,568
|
|
|
3,621
|
|
|
947
|
|
|
26
|
%
|
South Texas / Eagle Ford (5)
|
|
429
|
|
|
451
|
|
|
(22
|
)
|
|
(5
|
)%
|
|
|
445
|
|
|
436
|
|
|
9
|
|
|
2
|
%
|
Central (5)
|
|
538
|
|
|
480
|
|
|
58
|
|
|
12
|
%
|
|
|
524
|
|
|
456
|
|
|
68
|
|
|
15
|
%
|
Gulf Coast
|
|
176
|
|
|
171
|
|
|
5
|
|
|
3
|
%
|
|
|
160
|
|
|
182
|
|
|
(22
|
)
|
|
(12
|
)%
|
Rocky Mountain (5)
|
|
284
|
|
|
258
|
|
|
26
|
|
|
10
|
%
|
|
|
300
|
|
|
261
|
|
|
39
|
|
|
15
|
%
|
Western
|
|
212
|
|
|
184
|
|
|
28
|
|
|
15
|
%
|
|
|
196
|
|
|
180
|
|
|
16
|
|
|
9
|
%
|
Canada
|
|
316
|
|
|
322
|
|
|
(6
|
)
|
|
(2
|
)%
|
|
|
319
|
|
|
312
|
|
|
7
|
|
|
2
|
%
|
Crude oil pipelines
|
|
6,807
|
|
|
5,746
|
|
|
1,061
|
|
|
18
|
%
|
|
|
6,512
|
|
|
5,448
|
|
|
1,064
|
|
|
20
|
%
|
NGL pipelines
|
|
193
|
|
|
174
|
|
|
19
|
|
|
11
|
%
|
|
|
195
|
|
|
173
|
|
|
22
|
|
|
13
|
%
|
Tariff activities total volumes
|
|
7,000
|
|
|
5,920
|
|
|
1,080
|
|
|
18
|
%
|
|
|
6,707
|
|
|
5,621
|
|
|
1,086
|
|
|
19
|
%
|
Trucking volumes
|
|
81
|
|
|
95
|
|
|
(14
|
)
|
|
(15
|
)%
|
|
|
86
|
|
|
95
|
|
|
(9
|
)
|
|
(9
|
)%
|
Transportation segment total volumes
|
|
7,081
|
|
|
6,015
|
|
|
1,066
|
|
|
18
|
%
|
|
|
6,793
|
|
|
5,716
|
|
|
1,077
|
|
|
19
|
%
|
|
**
|
Indicates that variance as a percentage is not meaningful.
|
(1)
|
Revenues and costs and expenses include intersegment amounts.
|
(2)
|
Segment general and administrative expenses reflect direct costs attributable to each segment and an allocation of other expenses to the segments. The proportional allocations by segment require judgment by management and are based on the business activities that exist during each period.
|
(3)
|
Represents adjustments included in the performance measure utilized by our CODM in the evaluation of segment results. See Note 14 to our Condensed Consolidated Financial Statements for additional discussion of such adjustments.
|
(4)
|
Average daily volumes are calculated as the total volumes (attributable to our interest) for the period divided by the number of days in the period.
|
(5)
|
Region includes volumes (attributable to our interest) from pipelines owned by unconsolidated entities.
|
|
|
Favorable/(Unfavorable) Variance
Three Months Ended September 30, 2019-2018 |
|
|
Favorable/(Unfavorable) Variance
Nine Months Ended September 30, 2019-2018 |
||||||||||||||||||||
(in millions)
|
|
Revenues
|
|
Purchases and
Related Costs |
|
Equity
Earnings |
|
|
Revenues
|
|
Purchases and
Related Costs |
|
Equity
Earnings |
||||||||||||
Permian Basin region
|
|
$
|
71
|
|
|
$
|
(7
|
)
|
|
$
|
(11
|
)
|
|
|
$
|
192
|
|
|
$
|
(11
|
)
|
|
$
|
(40
|
)
|
South Texas / Eagle Ford region
|
|
(1
|
)
|
|
—
|
|
|
3
|
|
|
|
(2
|
)
|
|
—
|
|
|
27
|
|
||||||
Central region
|
|
10
|
|
|
(1
|
)
|
|
1
|
|
|
|
32
|
|
|
(1
|
)
|
|
8
|
|
||||||
Gulf Coast region
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
|
1
|
|
|
—
|
|
|
(14
|
)
|
||||||
Rocky Mountain region
|
|
1
|
|
|
—
|
|
|
2
|
|
|
|
(5
|
)
|
|
—
|
|
|
11
|
|
||||||
Canada region
|
|
6
|
|
|
—
|
|
|
—
|
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||||
Other regions, trucking and pipeline loss allowance revenue
|
|
12
|
|
|
2
|
|
|
1
|
|
|
|
48
|
|
|
(2
|
)
|
|
1
|
|
||||||
Total variance
|
|
$
|
99
|
|
|
$
|
(6
|
)
|
|
$
|
(8
|
)
|
|
|
$
|
285
|
|
|
$
|
(14
|
)
|
|
$
|
(7
|
)
|
•
|
Permian Basin region. The increase in revenues, net of purchases and related costs, of approximately $64 million and $181 million for the three and nine months ended September 30, 2019, respectively, compared to the three and nine months ended September 30, 2018 was primarily due to higher volumes from increased production and our recently completed capital expansion projects. These increases for the three and nine-month comparative periods included (i) higher volumes on our gathering systems of approximately 328,000 and 303,000 barrels per day, respectively, (ii) higher volumes of approximately 291,000 and 396,000 barrels per day, respectively, on our intra-basin pipelines and (iii) a volume increase of approximately 353,000 and 248,000, respectively, on our long-haul pipelines, including our Sunrise II pipeline, which was placed in service in the fourth quarter of 2018, and the Cactus II Pipeline, which was placed into service in the third quarter of 2019, as discussed below.
|
•
|
South Texas / Eagle Ford region. The increase in equity earnings for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 was from our 50% interest in Eagle Ford Pipeline LLC and was primarily due to higher volumes and the recognition of revenue associated with deficiencies under minimum volume commitments.
|
•
|
Central region. The increase in revenues for the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018 was primarily due to higher volumes on certain of our pipelines in the Central region, including our Red River pipeline, and the recognition of previously deferred revenue in 2019.
|
•
|
Gulf Coast region. The decrease in volumes in the Gulf Coast region for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 were associated with (i) the Capline pipeline being taken out of service in the fourth quarter of 2018 and (ii) a lower tariff pipeline, which did not result in a significant impact on revenue.
|
•
|
Rocky Mountain region. The favorable volume and equity earnings variances for the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018 were primarily driven by favorable results from our 40% interest in Saddlehorn Pipeline Company, LLC due to higher volumes from committed shippers, partially offset by a decrease from our 35.7% interest in White Cliffs Pipeline, LLC due to lower volumes as one crude oil line was taken out of service in May 2019 for conversion to NGL service.
|
•
|
Canada region. The increase in revenues for the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018 was primarily due to higher tariffs on certain of our Canadian crude oil pipelines and related system assets, partially offset by unfavorable foreign exchange impacts.
|
•
|
Other regions, trucking and pipeline loss allowance revenue. The increase in other revenues for the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018 was primarily due to greater loss allowance revenue in the 2019 periods driven by higher volumes and, to a lesser extent, higher prices.
|
Operating Results (1)
|
|
Three Months Ended
September 30, |
|
Variance
|
|
|
Nine Months Ended
September 30, |
|
Variance
|
||||||||||||||||||||||
(in millions, except per barrel data)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
|
$
|
291
|
|
|
$
|
289
|
|
|
$
|
2
|
|
|
1
|
%
|
|
|
$
|
880
|
|
|
$
|
866
|
|
|
$
|
14
|
|
|
2
|
%
|
Purchases and related costs
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
%
|
|
|
(10
|
)
|
|
(12
|
)
|
|
2
|
|
|
17
|
%
|
||||||
Field operating costs
|
|
(92
|
)
|
|
(95
|
)
|
|
3
|
|
|
3
|
%
|
|
|
(267
|
)
|
|
(271
|
)
|
|
4
|
|
|
1
|
%
|
||||||
Segment general and administrative expenses (2)
|
|
(21
|
)
|
|
(18
|
)
|
|
(3
|
)
|
|
(17
|
)%
|
|
|
(62
|
)
|
|
(59
|
)
|
|
(3
|
)
|
|
(5
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjustments (3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gains from derivative activities
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
**
|
|
|
|
(15
|
)
|
|
(2
|
)
|
|
(13
|
)
|
|
**
|
|
||||||
Deficiencies under minimum volume commitments, net
|
|
—
|
|
|
(3
|
)
|
|
3
|
|
|
**
|
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
**
|
|
||||||
Equity-indexed compensation expense
|
|
1
|
|
|
3
|
|
|
(2
|
)
|
|
**
|
|
|
|
3
|
|
|
7
|
|
|
(4
|
)
|
|
**
|
|
||||||
Segment Adjusted EBITDA
|
|
$
|
173
|
|
|
$
|
173
|
|
|
$
|
—
|
|
|
—
|
%
|
|
|
$
|
529
|
|
|
$
|
530
|
|
|
$
|
(1
|
)
|
|
—
|
%
|
Maintenance capital
|
|
$
|
28
|
|
|
$
|
33
|
|
|
$
|
(5
|
)
|
|
(15
|
)%
|
|
|
$
|
74
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
—
|
%
|
Segment Adjusted EBITDA per barrel
|
|
$
|
0.46
|
|
|
$
|
0.47
|
|
|
$
|
(0.01
|
)
|
|
(2
|
)%
|
|
|
$
|
0.47
|
|
|
$
|
0.48
|
|
|
$
|
(0.01
|
)
|
|
(2
|
)%
|
|
|
Three Months Ended
September 30, |
|
Variance
|
|
|
Nine Months Ended
September 30, |
|
Variance
|
||||||||||||||||
Volumes (4)
|
|
2019
|
|
2018
|
|
Volumes
|
|
%
|
|
|
2019
|
|
2018
|
|
Volumes
|
|
%
|
||||||||
Liquids storage (average monthly capacity in millions of barrels) (5)
|
|
110
|
|
|
109
|
|
|
1
|
|
|
1
|
%
|
|
|
109
|
|
|
109
|
|
|
—
|
|
|
—
|
%
|
Natural gas storage (average monthly working capacity in billions of cubic feet) (6)
|
|
63
|
|
|
65
|
|
|
(2
|
)
|
|
(3
|
)%
|
|
|
63
|
|
|
66
|
|
|
(3
|
)
|
|
(5
|
)%
|
NGL fractionation (average volumes in thousands of barrels per day)
|
|
140
|
|
|
115
|
|
|
25
|
|
|
22
|
%
|
|
|
145
|
|
|
128
|
|
|
17
|
|
|
13
|
%
|
Facilities segment total volumes (average monthly volumes in millions of barrels) (7)
|
|
125
|
|
|
123
|
|
|
2
|
|
|
2
|
%
|
|
|
124
|
|
|
124
|
|
|
—
|
|
|
—
|
%
|
|
**
|
Indicates that variance as a percentage is not meaningful.
|
(1)
|
Revenues and costs and expenses include intersegment amounts.
|
(2)
|
Segment general and administrative expenses reflect direct costs attributable to each segment and an allocation of other expenses to the segments. The proportional allocations by segment require judgment by management and are based on the business activities that exist during each period.
|
(3)
|
Represents adjustments included in the performance measure utilized by our CODM in the evaluation of segment results. See Note 14 to our Condensed Consolidated Financial Statements for additional discussion of such adjustments.
|
(4)
|
Average monthly volumes are calculated as total volumes for the period divided by the number of months in the period.
|
(5)
|
Includes volumes (attributable to our interest) from facilities owned by unconsolidated entities.
|
(6)
|
The decrease in average monthly working capacity of natural gas storage facilities was driven by adjustments for the net capacity change between capacity additions from fill and dewater operations and capacity losses from salt creep.
|
(7)
|
Facilities segment total volumes is calculated as the sum of: (i) liquids storage capacity; (ii) natural gas storage working capacity divided by 6 to account for the 6:1 mcf of natural gas to crude Btu equivalent ratio and further divided by 1,000 to convert to monthly volumes in millions; and (iii) NGL fractionation volumes multiplied by the number of days in the period and divided by the number of months in the period.
|
•
|
Crude Oil Storage. Revenues increased by $12 million for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 due to increased activity at certain of our terminals, primarily our Cushing terminal, and the addition of 1.0 million barrels of storage capacity at our Midland terminal placed into service in the fourth quarter of 2018 and the first quarter of 2019.
|
•
|
Rail Terminals. Revenues increased by $9 million for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. Revenues were favorably impacted by increased activity at certain of our terminals and agreements that were entered into related to usage of our railcars. These favorable impacts were partially offset by the recognition of previously deferred revenue associated with deficiencies under minimum volume commitments in the 2018 period.
|
•
|
Natural Gas Storage. Revenues, net of purchases and related costs, increased by $8 million for the nine months ended September 30, 2019, respectively, compared to the nine months ended September 30, 2018, primarily due to expiring contracts replaced by contracts with higher rates and increased hub activity.
|
•
|
NGL Operations. Revenues decreased by $13 million for the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 primarily due to a net unfavorable foreign exchange impact of $11 million and the sale of a natural gas processing facility in the second quarter of 2018, partially offset by higher fees at certain of our facilities.
|
Operating Results (1)
|
|
Three Months Ended
September 30, |
|
Variance
|
|
|
Nine Months Ended
September 30, |
|
Variance
|
||||||||||||||||||||||
(in millions, except per barrel data)
|
|
2019
|
|
2018
|
|
$
|
|
%
|
|
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
Revenues
|
|
$
|
7,542
|
|
|
$
|
8,483
|
|
|
$
|
(941
|
)
|
|
(11
|
)%
|
|
|
$
|
23,480
|
|
|
$
|
24,376
|
|
|
$
|
(896
|
)
|
|
(4
|
)%
|
Purchases and related costs
|
|
(7,337
|
)
|
|
(8,191
|
)
|
|
854
|
|
|
10
|
%
|
|
|
(22,599
|
)
|
|
(24,076
|
)
|
|
1,477
|
|
|
6
|
%
|
||||||
Field operating costs
|
|
(56
|
)
|
|
(70
|
)
|
|
14
|
|
|
20
|
%
|
|
|
(195
|
)
|
|
(200
|
)
|
|
5
|
|
|
3
|
%
|
||||||
Segment general and administrative expenses (2)
|
|
(27
|
)
|
|
(28
|
)
|
|
1
|
|
|
4
|
%
|
|
|
(83
|
)
|
|
(87
|
)
|
|
4
|
|
|
5
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Adjustments (3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
(Gains)/losses from derivative activities, net of inventory valuation adjustments
|
|
(25
|
)
|
|
(110
|
)
|
|
85
|
|
|
**
|
|
|
|
(46
|
)
|
|
110
|
|
|
(156
|
)
|
|
**
|
|
||||||
Long-term inventory costing adjustments
|
|
(1
|
)
|
|
(10
|
)
|
|
9
|
|
|
**
|
|
|
|
3
|
|
|
(18
|
)
|
|
21
|
|
|
**
|
|
||||||
Equity-indexed compensation expense
|
|
1
|
|
|
4
|
|
|
(3
|
)
|
|
**
|
|
|
|
4
|
|
|
10
|
|
|
(6
|
)
|
|
**
|
|
||||||
Net (gain)/loss on foreign currency revaluation
|
|
(5
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
**
|
|
|
|
7
|
|
|
5
|
|
|
2
|
|
|
**
|
|
||||||
Segment Adjusted EBITDA
|
|
$
|
92
|
|
|
$
|
75
|
|
|
$
|
17
|
|
|
23
|
%
|
|
|
$
|
571
|
|
|
$
|
120
|
|
|
$
|
451
|
|
|
376
|
%
|
Maintenance capital
|
|
$
|
15
|
|
|
$
|
4
|
|
|
$
|
11
|
|
|
275
|
%
|
|
|
$
|
20
|
|
|
$
|
10
|
|
|
$
|
10
|
|
|
100
|
%
|
Segment Adjusted EBITDA per barrel
|
|
$
|
0.79
|
|
|
$
|
0.66
|
|
|
$
|
0.13
|
|
|
20
|
%
|
|
|
$
|
1.57
|
|
|
$
|
0.35
|
|
|
$
|
1.22
|
|
|
349
|
%
|
Average Daily Volumes (4)
|
|
Three Months Ended
September 30, |
|
Variance
|
|
|
Nine Months Ended
September 30, |
|
Variance
|
||||||||||||||||
(in thousands of barrels per day)
|
|
2019
|
|
2018
|
|
Volumes
|
|
%
|
|
|
2019
|
|
2018
|
|
Volumes
|
|
%
|
||||||||
Crude oil lease gathering purchases
|
|
1,146
|
|
|
1,042
|
|
|
104
|
|
|
10
|
%
|
|
|
1,126
|
|
|
1,034
|
|
|
92
|
|
|
9
|
%
|
NGL sales
|
|
124
|
|
|
195
|
|
|
(71
|
)
|
|
(36
|
)%
|
|
|
202
|
|
|
243
|
|
|
(41
|
)
|
|
(17
|
)%
|
Supply and Logistics segment total volumes
|
|
1,270
|
|
|
1,237
|
|
|
33
|
|
|
3
|
%
|
|
|
1,328
|
|
|
1,277
|
|
|
51
|
|
|
4
|
%
|
|
**
|
Indicates that variance as a percentage is not meaningful.
|
(1)
|
Revenues and costs include intersegment amounts.
|
(2)
|
Segment general and administrative expenses reflect direct costs attributable to each segment and an allocation of other expenses to the segments. The proportional allocations by segment require judgment by management and are based on the business activities that exist during each period.
|
(3)
|
Represents adjustments included in the performance measure utilized by our CODM in the evaluation of segment results. See Note 14 to our Condensed Consolidated Financial Statements for additional discussion of such adjustments.
|
(4)
|
Average daily volumes are calculated as the total volumes for the period divided by the number of days in the period.
|
|
NYMEX WTI
Crude Oil Price |
||||||
|
Low
|
|
High
|
||||
Three months ended September 30, 2019
|
$
|
52
|
|
|
$
|
62
|
|
Three months ended September 30, 2018
|
$
|
65
|
|
|
$
|
74
|
|
|
|
|
|
||||
Nine months ended September 30, 2019
|
$
|
46
|
|
|
$
|
66
|
|
Nine months ended September 30, 2018
|
$
|
59
|
|
|
$
|
74
|
|
•
|
Crude Oil Operations. Net revenues from our crude oil supply and logistics operations increased for the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018 largely due to the realization of more favorable differentials, primarily in the Permian Basin and, for the nine-month comparative period, more favorable differentials in Canada.
|
•
|
NGL Operations. Net revenues from our NGL operations decreased for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 primarily due to decreased sales volumes and margins.
|
•
|
Impact from Certain Derivative Activities Net of Inventory Valuation Adjustments. The impact from certain derivative activities on our net revenues includes mark-to-market and other gains and losses resulting from certain derivative instruments that are related to underlying activities in another period (or the reversal of mark-to-market gains and losses from a prior period), losses on derivatives that are related to investing activities (such as the purchase of linefill) and inventory valuation adjustments, as applicable. See Note 10 to our Condensed Consolidated Financial Statements for a comprehensive discussion regarding our derivatives and risk management activities. These gains and losses impact our net revenues but are excluded from Segment Adjusted EBITDA and thus are reflected as an “Adjustment” in the table above.
|
•
|
Long-Term Inventory Costing Adjustments. Our net revenues are impacted by changes in the weighted average cost of our crude oil and NGL inventory pools that result from price movements during the periods. These costing adjustments related to long-term inventory necessary to meet our minimum inventory requirements in third-party assets and other working inventory that was needed for our commercial operations. We consider this inventory necessary to conduct our operations and we intend to carry this inventory for the foreseeable future. These costing adjustments impact our net revenues but are excluded from Segment Adjusted EBITDA and thus are reflected as an “Adjustment” in the table above.
|
•
|
Foreign Exchange Impacts. Our net revenues are impacted by fluctuations in the value of CAD to USD, resulting in foreign exchange gains and losses on U.S. denominated net assets within our Canadian operations. These non-cash gains and losses impact our net revenues but are excluded from Segment Adjusted EBITDA and thus are reflected as an “Adjustment” in the table above.
|
•
|
Field Operating Costs. The decrease in field operating costs for the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018 was primarily driven by a decrease in vehicle expense related to the adoption of the new lease accounting standard and, for the three-month comparative period, a decrease in trucking costs due to a shift in volumes to pipelines. Trucking costs were higher for the nine-month comparative period due to higher third-party hauled volumes in certain regions during the first half of 2019.
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Gain/(loss) related to mark-to-market adjustment of our Preferred Distribution Rate Reset Option (1)
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
|
$
|
16
|
|
|
$
|
3
|
|
Other
|
|
4
|
|
|
(1
|
)
|
|
7
|
|
|
5
|
|
||||
|
|
$
|
5
|
|
|
$
|
(3
|
)
|
|
$
|
23
|
|
|
$
|
8
|
|
|
(1)
|
See Note 10 to our Condensed Consolidated Financial Statements for additional information.
|
|
As of
September 30, 2019 |
||
Availability under senior unsecured revolving credit facility (1) (2)
|
$
|
1,462
|
|
Availability under senior secured hedged inventory facility (1) (2)
|
1,389
|
|
|
Subtotal
|
2,851
|
|
|
Cash and cash equivalents
|
609
|
|
|
Total
|
$
|
3,460
|
|
|
(1)
|
Represents availability prior to giving effect to borrowings outstanding under our commercial paper program, which reduce available capacity under the facilities. There were no commercial paper borrowings outstanding as of September 30, 2019.
|
(2)
|
Available capacity under our senior unsecured revolving credit facility and senior secured hedged inventory facility was reduced by outstanding letters of credit of $138 million and $11 million, respectively.
|
|
Remainder of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024 and Thereafter
|
|
Total
|
||||||||||||||
Long-term debt and related interest payments (1)
|
$
|
1,114
|
|
|
$
|
412
|
|
|
$
|
985
|
|
|
$
|
1,115
|
|
|
$
|
1,636
|
|
|
$
|
9,807
|
|
|
$
|
15,069
|
|
Leases (2)
|
36
|
|
|
131
|
|
|
102
|
|
|
88
|
|
|
61
|
|
|
257
|
|
|
675
|
|
|||||||
Other obligations (3)
|
279
|
|
|
1,065
|
|
|
675
|
|
|
301
|
|
|
279
|
|
|
1,373
|
|
|
3,972
|
|
|||||||
Subtotal
|
1,429
|
|
|
1,608
|
|
|
1,762
|
|
|
1,504
|
|
|
1,976
|
|
|
11,437
|
|
|
19,716
|
|
|||||||
Crude oil, NGL and other purchases (4)
|
3,822
|
|
|
9,417
|
|
|
8,806
|
|
|
8,444
|
|
|
7,487
|
|
|
19,676
|
|
|
57,652
|
|
|||||||
Total
|
$
|
5,251
|
|
|
$
|
11,025
|
|
|
$
|
10,568
|
|
|
$
|
9,948
|
|
|
$
|
9,463
|
|
|
$
|
31,113
|
|
|
$
|
77,368
|
|
|
(1)
|
Includes debt service payments, interest payments due on senior notes and the commitment fee on assumed available capacity under our credit facilities, as well as long-term borrowings under our credit agreements and commercial paper program, if any. Although there may be short-term borrowings under our credit agreements and commercial paper program, we historically repay and borrow at varying amounts. As such, we have included only the maximum commitment fee (as if no short-term borrowings were outstanding on the credit agreements or commercial paper program) in the amounts above. For additional information regarding our debt obligations, see Note 8 to our Condensed Consolidated Financial Statements.
|
(2)
|
Includes both operating and finance leases as defined by FASB guidance. Leases are primarily for (i) railcars, (ii) office space, (iii), land, (iv) vehicles, (v) storage tanks and (vi) tractor trailers. See Note 11 to our Condensed Consolidated Financial Statements for additional information.
|
(3)
|
Includes (i) other long-term liabilities, (ii) storage, processing and transportation agreements (including certain agreements for which the amount and timing of expected payments is subject to the completion of underlying construction projects), (iii) certain rights-of-way easements and (iv) noncancelable commitments related to our capital expansion projects, including projected contributions for our share of the capital spending of our equity method investments. The storage, processing and transportation agreements include approximately $2.0 billion associated with agreements to store, process and transport crude oil at posted tariff rates on pipelines or at facilities that are owned by equity method investees. A portion of our commitment to transport is supported by crude oil buy/sell or other agreements with third parties with commensurate quantities.
|
(4)
|
Amounts are primarily based on estimated volumes and market prices based on average activity during September 2019. The actual physical volume purchased and actual settlement prices will vary from the assumptions used in the table. Uncertainties involved in these estimates include levels of production at the wellhead, weather conditions, changes in market prices and other conditions beyond our control.
|
•
|
declines in the actual or expected volume of crude oil and NGL shipped, processed, purchased, stored, fractionated and/or gathered at or through the use of our assets, whether due to declines in production from existing oil and gas reserves, reduced demand, failure to develop or slowdown in the development of additional oil and gas reserves, whether from reduced cash flow to fund drilling or the inability to access capital, or other factors;
|
•
|
the effects of competition, including the effects of capacity overbuild in areas where we operate;
|
•
|
market distortions caused by over-commitments to infrastructure projects, which impacts volumes, margins, returns and overall earnings;
|
•
|
unanticipated changes in crude oil and NGL market structure, grade differentials and volatility (or lack thereof);
|
•
|
environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves;
|
•
|
fluctuations in refinery capacity in areas supplied by our mainlines and other factors affecting demand for various grades of crude oil, NGL and natural gas and resulting changes in pricing conditions or transportation throughput requirements;
|
•
|
maintenance of our credit rating and ability to receive open credit from our suppliers and trade counterparties;
|
•
|
the occurrence of a natural disaster, catastrophe, terrorist attack (including eco-terrorist attacks) or other event, including cyber or other attacks on our electronic and computer systems;
|
•
|
failure to implement or capitalize, or delays in implementing or capitalizing, on expansion projects, whether due to permitting delays, permitting withdrawals or other factors;
|
•
|
shortages or cost increases of supplies, materials or labor;
|
•
|
the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations;
|
•
|
tightened capital markets or other factors that increase our cost of capital or limit our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness;
|
•
|
the availability of, and our ability to consummate, acquisition or combination opportunities;
|
•
|
the successful integration and future performance of acquired assets or businesses and the risks associated with operating in lines of business that are distinct and separate from our historical operations;
|
•
|
the currency exchange rate of the Canadian dollar;
|
•
|
continued creditworthiness of, and performance by, our counterparties, including financial institutions and trading companies with which we do business;
|
•
|
inability to recognize current revenue attributable to deficiency payments received from customers who fail to ship or move more than minimum contracted volumes until the related credits expire or are used;
|
•
|
non-utilization of our assets and facilities;
|
•
|
increased costs, or lack of availability, of insurance;
|
•
|
weather interference with business operations or project construction, including the impact of extreme weather events or conditions;
|
•
|
the effectiveness of our risk management activities;
|
•
|
fluctuations in the debt and equity markets, including the price of our units at the time of vesting under our long-term incentive plans;
|
•
|
risks related to the development and operation of our assets, including our ability to satisfy our contractual obligations to our customers;
|
•
|
general economic, market or business conditions and the amplification of other risks caused by volatile financial markets, capital constraints and pervasive liquidity concerns; and
|
•
|
other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of crude oil, as well as in the storage of natural gas and the processing, transportation, fractionation, storage and marketing of NGL.
|
|
Fair Value
|
|
Effect of 10%
Price Increase |
|
Effect of 10%
Price Decrease |
||||||
Crude oil
|
$
|
166
|
|
|
$
|
(35
|
)
|
|
$
|
46
|
|
Natural gas
|
1
|
|
|
$
|
8
|
|
|
$
|
(8
|
)
|
|
NGL and other
|
170
|
|
|
$
|
(26
|
)
|
|
$
|
26
|
|
|
Total fair value
|
$
|
337
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
—
|
|
|
|
|
3.2
|
—
|
|
|
|
|
3.3
|
—
|
|
|
|
|
3.4
|
—
|
|
|
|
|
3.5
|
—
|
|
|
|
|
3.6
|
—
|
|
|
|
|
3.7
|
—
|
|
|
|
|
3.8
|
—
|
|
|
|
|
3.9
|
—
|
|
|
|
|
3.10
|
—
|
|
|
|
|
3.11
|
—
|
|
|
|
|
3.12
|
—
|
|
|
|
|
3.13
|
—
|
|
|
|
|
3.14
|
—
|
|
|
|
|
3.15
|
—
|
|
|
|
|
3.16
|
—
|
|
|
|
|
3.17
|
—
|
|
|
|
|
3.18
|
—
|
|
|
|
|
3.19
|
—
|
|
|
|
|
3.20
|
—
|
|
|
|
|
3.21
|
—
|
|
|
|
|
4.1
|
—
|
|
|
|
|
4.2
|
—
|
|
|
|
|
4.3
|
—
|
|
|
|
|
4.4
|
—
|
|
|
|
|
4.5
|
—
|
|
|
|
|
4.6
|
—
|
|
|
|
|
4.7
|
—
|
|
|
|
|
4.8
|
—
|
|
|
|
|
4.9
|
—
|
|
|
|
|
4.10
|
—
|
|
|
|
|
4.11
|
—
|
|
|
|
|
4.12
|
—
|
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4.13
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—
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4.14
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—
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4.15
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—
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4.16
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—
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4.17
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—
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4.18
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—
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4.19
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—
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4.20
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—
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10.1 *†
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—
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10.2 *†
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—
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10.3 *†
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—
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31.1 †
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—
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31.2 †
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—
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32.1 ††
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—
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32.2 ††
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—
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101.INS†
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—
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XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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101.SCH†
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—
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL†
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—
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF†
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—
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB†
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—
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Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE†
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—
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104†
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—
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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†
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Filed herewith.
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††
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Furnished herewith.
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PLAINS ALL AMERICAN PIPELINE, L.P.
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By:
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PAA GP LLC,
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its general partner
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By:
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Plains AAP, L.P.,
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its sole member
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By:
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PLAINS ALL AMERICAN GP LLC,
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its general partner
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By:
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/s/ Willie Chiang
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Willie Chiang,
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Chief Executive Officer of Plains All American GP LLC
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(Principal Executive Officer)
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November 7, 2019
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By:
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/s/ Al Swanson
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Al Swanson,
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Executive Vice President and Chief Financial Officer of Plains All American GP LLC
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(Principal Financial Officer)
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November 7, 2019
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By:
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/s/ Chris Herbold
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Chris Herbold,
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Senior Vice President and Chief Accounting Officer of Plains All American GP LLC
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(Principal Accounting Officer)
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November 7, 2019
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1.
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Section 8(g) of the Agreement is hereby deleted in its entirety.
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2.
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Other than as amended hereby, the Agreement remains in full force and effect.
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Re:
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Grant of Phantom Units
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1.
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Subject to the further provisions of this Agreement, your Phantom Units shall vest (become payable in the form of one Common Unit of PAA for each Phantom Unit) 50% on the August 2022 Distribution Date and 50% on the later of the August 2022 Distribution Date and the first Distribution Date following PAA’s achievement of distributable cash flow (“DCF”) per Common Unit on a trailing four quarter basis of at least $2.65 (such amount being subject to adjustment in the reasonable discretion of the CEO to account for significant asset sales). The applicable four quarter period for determining whether the requisite DCF per common unit has been achieved for vesting of your Phantom Units may not begin until after December 31, 2020. Any remaining Phantom Units that have not vested by the August 2024 Distribution Date shall expire on such date.
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2.
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Subject to the further provisions of this Agreement, your DERs shall vest (become payable in cash) (i) 50% on the August 2020 Distribution Date and (ii) 50% on the first Distribution Date following January 1, 2021 on which PAA achieves DCF per common unit of at least $2.50 on a trailing four quarter basis.
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3.
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Your DERs shall not accrue payments prior to vesting.
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4.
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The number of Phantom Units subject to this award and the distributable cash flow level required for vesting under paragraphs 1 and 2 above shall be proportionately reduced or increased for any split or reverse split, respectively, of PAA Common Units, or any event or transaction having a similar effect.
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5.
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Upon vesting of any Phantom Units, an equivalent number of DERs will expire. Any such DERs that are payable on the Distribution Date on which the Phantom Units vest, shall be payable on such Distribution Date prior to their expiration.
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6.
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In the event of the termination of your employment with the Company and its Affiliates for any reason (other than in connection with a Change in Status or by reason of your death or “disability,” as defined in paragraph 7 below), all of your then outstanding Phantom Units and DERs shall automatically be forfeited as of the date of termination; provided, however, that if the Company or its Affiliates terminate your employment other than as a result of a Termination for Cause, (i) all of your then outstanding Phantom Units shall be deemed nonforfeitable on the date of termination and shall vest on the next following Distribution Date, and (ii) any DERs associated with such unvested, nonforfeitable Phantom Units shall not be forfeited on the date of termination, but shall be payable and shall expire on the next following Distribution Date.
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7.
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In the event of the termination of your employment with the Company and its Affiliates by reason of your death or your “disability” (a physical or mental infirmity that impairs your ability substantially to perform your duties for a period of eighteen months or that the Company otherwise determines constitutes a “disability”), the following provisions shall apply: (i) if such termination takes place prior to the first anniversary of the date of this grant, all of your then outstanding Phantom Units and DERs shall automatically be forfeited as of the date of termination; and (ii) if such termination takes place on or after the first anniversary of the date of this grant, (x) all of your then outstanding Phantom Units shall be deemed nonforfeitable on the date of termination and shall vest on the next following Distribution Date, and (y) any DERs associated with such unvested, nonforfeitable Phantom Units shall not be forfeited on the date of termination, but shall be payable and shall expire on the next following Distribution Date. As soon as administratively practicable after the vesting of any Phantom Units pursuant to this paragraph 7, payment will be made in cash in an amount equal to the Market Value of the number of Phantom Units vesting.
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8.
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In the event of a Change in Status, (i) all of your then outstanding Phantom Units shall be deemed nonforfeitable on such date and shall vest on the next following Distribution Date, and (ii) any DERs associated with such unvested, nonforfeitable Phantom Units shall not be forfeited on such date, but shall be payable and shall expire on the next following Distribution Date.
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9.
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Upon payment pursuant to a DER, the Company will withhold any taxes due from your compensation as required by law. Upon vesting of a Phantom Unit, the Company will withhold any taxes due from your compensation as required by law, which (in the sole discretion of the Company) may include withholding a number of Common Units otherwise payable to you.
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(i)
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any Person (other than Plains GP Holdings, L.P. (“PAGP”) and any affiliate of PAGP that is controlled by PAGP) becomes the beneficial owner, directly or indirectly (in one transaction or a series of related transactions and whether by merger or otherwise), of 50% or more of the membership interest in PAA GP Holdings LLC, a Delaware limited liability company (“PAGP GP”);
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(ii)
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any Person (other than PAGP GP, PAGP or any affiliate of PAGP that is controlled by PAGP) acquires (in one transaction or a series of related transactions and whether by merger or otherwise) direct or indirect control of the general partner interest of PAGP;
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(iii)
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PAGP ceases to retain direct or indirect control (in one transaction or a series of related transactions and whether by merger or otherwise) of the general partner of the Partnership; or
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(iv)
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the consummation of a reorganization, merger or consolidation with, or any direct or indirect sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Partnership to, one or more Persons (other than PAGP or any affiliates of PAGP that are controlled by PAGP).
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By:
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______________________________
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Name:
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Richard McGee
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Title:
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Executive Vice President & General Counsel
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Primary Beneficiary Name
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Relationship
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Percent (Must total 100%)
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Secondary Beneficiary Name
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Relationship
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Percent (Must total 100%)
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|
|
Re:
|
Grant of Phantom Class A Shares
|
1.
|
Subject to the further provisions of this Agreement, your Phantom Class A Shares shall vest (become payable in the form of one Class A Share of PAGP for each Phantom Class A Share that vests) on the August 2023 Distribution Date.
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2.
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Subject to the further provisions of this Agreement, your DERs shall be payable in cash substantially contemporaneously with each Distribution Date.
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3.
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Immediately after the vesting of any Phantom Class A Shares, an equal number of DERs shall expire.
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4.
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Upon any forfeiture of Phantom Class A Shares, an equal number of DERs shall expire.
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5.
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In the event that (i) you voluntarily terminate your service on the Board of Directors (other than for Retirement) or (ii) your service on the Board of Directors is terminated by the Board (by a majority vote of the remaining Directors) for Cause (as defined in the LLC Agreement), all unvested Phantom Class A Shares (and tandem DERs) shall be forfeited as of the date service terminates.
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[Name]
|
-2-
|
August 15, 2019
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6.
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In the event your service on the Board of Directors is terminated (i) because of your death or disability (as determined in good faith by the Board), (ii) due to your Retirement, or (iii) for any reason other than as described in clauses (i) and (ii) of paragraph 5 above, all unvested Phantom Class A Shares (and any tandem DERs) shall immediately become nonforfeitable, and shall vest (or, in the case of DERs, be paid) in full as of the next following Distribution Date. Upon such payment, the tandem DERs associated with the Phantom Class A Shares that are vesting shall expire.
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7.
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For the avoidance of doubt, to the extent the expiration of a DER relates to the vesting of a Phantom Class A Share on a Distribution Date, the intent is for the DER to be paid with respect to such Distribution Date before the DER expires.
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[Name]
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-3-
|
August 15, 2019
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By:
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____________________________________
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Name:
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Richard McGee
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Title:
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Executive Vice President
|
Primary Beneficiary Name
|
Relationship
|
Percent (Must total 100%)
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|
|
|
|
|
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|
|
|
Secondary Beneficiary Name
|
Relationship
|
Percent (Must total 100%)
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|
|
|
|
|
|
|
|
|
|
|
/s/ Willie Chiang
|
Willie Chiang
|
Chief Executive Officer
|
/s/ Al Swanson
|
Al Swanson
|
Chief Financial Officer
|
/s/ Willie Chiang
|
Name: Willie Chiang
|
Date: November 7, 2019
|
/s/ Al Swanson
|
Name: Al Swanson
|
Date: November 7, 2019
|