What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-01 compared with 2021-03-01 · 9 added, 82 removed, 41 unchanged (69% of the section changed)

10 unchanged sentences

The following graph compares the total unitholder return performance of our common units with the performance of:

(i) the Standard & Poor’s 500 Stock Index (“S&P 500”) and (ii) the Alerian MLP Index.

The Alerian MLP Index is a composite of the most prominent energy master limited partnerships that provides investors with a comprehensive benchmark for this asset class.

(i) the Standard & Poor’s 500 Stock Index (“S&P 500”), (ii) the Alerian MLP Index (“AMZX”) and (iii) the Alerian Midstream Energy Index (“AMNA”).

The AMZX is a composite of the most prominent energy master limited partnerships that provides investors with a comprehensive benchmark for this asset class.

The AMNA is a broad-based composite of North American energy infrastructure companies that provides investors with a comprehensive benchmark for this asset class.

We have elected to include the AMNA in addition to the AMZX in this year’s performance graph because we believe that a comparison of our performance to each of these industry indices is useful to investors.

The graph assumes that $100 was invested in our common units and each comparison index beginning on December 31, 2016 and that all distributions were reinvested on a quarterly basis.

Index to Financial Statements

12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021

1 unchanged sentence

S&P 500 $ 100.00 $ 121.83 $ 116.49 $ 153.17 $ 181.35 $ 233.41

Alerian MLP Index $ 100.00 $ 118.31 $ 110.59 $ 96.86 $ 103.21 $ 73.60

I n dex to Fin a ncial Statements

AMZX $ 100.00 $ 93.48 $ 81.87 $ 87.24 $ 62.21 $ 87.20

AMNA $ 100.00 $ 97.59 $ 84.62 $ 104.97 $ 80.45 $ 111.35

This information shall not be deemed to be “soliciting material” or to be “filed” with the Commission or subject to Regulation 14A or 14C under the Exchange Act, other than as provided in Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.

8 unchanged sentences

(1) Average price paid per common unit includes costs associated with the repurchases.

(2) On November 2, 2020, we announced that the board of directors of PAA GP Holdings LLC (“PAGP GP”) approved a $500 million common equity repurchase program (the “Program”), which authorizes the repurchase from time to time of up to $500 million of our common units and/or PAGP Class A shares via open market purchases or negotiated transactions conducted in accordance with applicable regulatory requirements.

(2) In November 2020, the board of directors of PAA GP Holdings LLC (“PAGP GP”) approved a $500 million common equity repurchase program (the “Program”), which authorizes the repurchase from time to time of up to $500 million of our common units and/or PAGP Class A shares via open market purchases or negotiated transactions conducted in accordance with applicable regulatory requirements.

No time limit has been set for completion of the Program, and the Program may be suspended or discontinued at any time.

10 unchanged sentences

Our available cash also includes cash on hand resulting from borrowings made after the end of the quarter.

Index to Financial Statements

Under the terms of the agreements governing our debt, we are prohibited from declaring or paying any distribution to unitholders if a default or event of default (as defined in such agreements) exists.

1 unchanged sentence

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreements, Commercial Paper Program and Indentures.”

I n dex to Fin a ncial Statements

Under the terms of our partnership agreement, our Series A preferred units and our Series B preferred units rank senior to all classes or series of equity securities in us with respect to distribution rights.

Selected Financial Data

The historical financial information below was derived from our audited Consolidated Financial Statements as of December 31, 2020, 2019, 2018, 2017 and 2016 and for the years then ended.

The selected financial data should be read in conjunction with Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Consolidated Financial Statements, including the notes thereto, in Item 8.

“Financial Statements and Supplementary Data.”

Year Ended December 31,

2020 2019 2018 2017 2016

(in millions, except per unit data)

Statement of operations data:

Total revenues $ 23,290 $ 33,669 $ 34,055 $ 26,223 $ 20,182

Operating income/(loss) (1)

$ (2,375) $ 1,988 $ 2,277 $ 1,153 $ 994

Net income/(loss) (1)

$ (2,580) $ 2,180 $ 2,216 $ 858 $ 730

Net income/(loss) attributable to PAA (1)

$ (2,590) $ 2,171 $ 2,216 $ 856 $ 726

Per unit data:

Basic net income/(loss) per common unit (1)

$ (3.83) $ 2.70 $ 2.77 $ 0.96 $ 0.43

Diluted net income/(loss) per common unit (1)

$ (3.83) $ 2.65 $ 2.71 $ 0.95 $ 0.43

Declared distributions per common unit (2)

$ 0.90 $ 1.38 $ 1.20 $ 1.95 $ 2.65

Balance sheet data (at end of period):

Property and equipment, net (1) (3)

$ 14,611 $ 15,355 $ 14,787 $ 14,089 $ 13,872

Total assets (1) (4)

$ 24,497 $ 28,677 $ 25,511 $ 25,351 $ 24,210

Long-term debt $ 9,382 $ 9,187 $ 9,143 $ 9,183 $ 10,124

Long-term operating lease liabilities (4)

$ 317 $ 387 $ — $ — $ —

Total debt $ 10,213 $ 9,691 $ 9,209 $ 9,920 $ 11,839

Partners’ capital $ 9,738 $ 13,195 $ 12,002 $ 10,958 $ 8,816

Net cash provided by operating activities $ 1,514 $ 2,504 $ 2,608 $ 2,499 $ 733

Net cash used in investing activities $ (1,093) $ (1,765) $ (813) $ (1,570) $ (1,273)

Net cash provided by/(used in) financing activities

$ (435) $ (720) $ (1,757) $ (943) $ 556

Capital expenditures:

Investment capital $ 921 $ 1,340 $ 1,888 $ 1,135 $ 1,405

Maintenance capital $ 216 $ 287 $ 252 $ 247 $ 186

Acquisition capital $ 310 $ 50 $ — $ 1,323 $ 289

I n dex to Fin a ncial Statements

Year Ended December 31,

2020 2019 2018 2017 2016

Volumes (5) (6)

Transportation segment (average daily volumes in thousands of barrels per day):

Tariff activities 6,266 6,805 5,791 5,083 4,523

Trucking 74 88 98 103 114

Transportation segment total volumes 6,340 6,893 5,889 5,186 4,637

Facilities segment:

Liquids storage (average monthly capacity in millions of barrels) (7)

109 110 109 112 107

Natural gas storage (average monthly working capacity in billions of cubic feet)

66 63 66 82 97

NGL fractionation (average volumes in thousands of barrels per day)

129 144 131 126 115

Facilities segment total volumes (average monthly volumes in millions of barrels)

124 125 124 130 127

Supply and Logistics segment (average daily volumes in thousands of barrels per day):

Crude oil lease gathering purchases 1,174 1,162 1,054 945 894

NGL sales 144 207 255 274 259

Supply and Logistics segment total volumes 1,318 1,369 1,309 1,219 1,153

(1) During the year ended December 31, 2020, we recognized impairments of approximately $3.4 billion.

See Note 6, Note 7 and Note 8 to our Consolidated Financial Statements for additional information.

(2) Represents cash distributions declared and paid per unit during the year presented.

See Note 12 to our Consolidated Financial Statements for further discussion regarding our distributions.

(3) See Note 7 for discussion of our acquisitions and dispositions completed during the three years ended December 31, 2020.

(4) On January 1, 2019, we adopted Accounting Standards Update 2016-02, Leases (Topic 842) using the optional transitional method.

Prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under Accounting Standards Codification Topic 840.

(5) Average volumes are calculated as the total volumes (attributable to our interest) for the year divided by the number of days or months in the year.

(6) Facilities segment total volumes are calculated as the sum of:

(i) liquids storage capacity;

(ii) natural gas storage working capacity divided by 6 to account for the 6:1 thousand cubic feet (“mcf”) of natural gas to crude British thermal unit (“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 year and divided by the number of months in the year.

(7) Includes volumes (attributable to our interest) from facilities owned by unconsolidated entities.

I n dex to Fin a ncial Statements

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity