Operating Segments

6 Months Ended

Jun. 30, 2019

We manage our operations through three operating segments: Transportation, Facilities and Supply and Logistics. See Note 3 to our Consolidated Financial Statements included in Part IV of our 2018 Annual Report on Form 10-K for a summary of the types of products and services from which each segment derives its revenues. Our CODM (our Chief Executive Officer) evaluates segment performance based on measures including Segment Adjusted EBITDA (as defined below) and maintenance capital investment.

We define Segment Adjusted EBITDA as revenues and equity earnings in unconsolidated entities less (a) purchases and related costs, (b) field operating costs and (c) segment general and administrative expenses, plus our proportionate share of the depreciation and amortization expense of, and gains and losses on significant asset sales by, unconsolidated entities, and further adjusted for certain selected items including (i) gains and losses on derivative instruments that are related to underlying activities in another period (or the reversal of such adjustments from a prior period), gains and losses on derivatives that are related to investing activities (such as the purchase of linefill) and inventory valuation adjustments, as applicable, (ii) long-term inventory costing adjustments, (iii) charges for obligations that are expected to be settled with the issuance of equity instruments, (iv) amounts related to deficiencies associated with minimum volume commitments, net of the applicable amounts subsequently recognized into revenue and (v) other items that our CODM believes are integral to understanding our core segment operating performance. Segment Adjusted EBITDA excludes depreciation and amortization.

Maintenance capital consists of 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.

The following tables reflect certain financial data for each segment (in millions):



Three Months Ended June 30, 2019	Transportation		Facilities		Supply and Logistics		Intersegment Adjustment			Total
Revenues:
External customers ⁽¹⁾	$	316	$	151	$	7,914	$	(128	)	$	8,253
Intersegment ⁽²⁾	243		140		1		128			512
Total revenues of reportable segments	$	559	$	291	$	7,915	$	—		$	8,765
Equity earnings in unconsolidated entities	$	83	$	—	$	—				$	83
Segment Adjusted EBITDA	$	410	$	172	$	200				$	782
Maintenance capital	$	39	$	30	$	3				$	72



Three Months Ended June 30, 2018	Transportation		Facilities		Supply and Logistics			Intersegment Adjustment			Total
Revenues:
External customers ⁽¹⁾	$	264	$	147	$	7,781		$	(112	)	$	8,080
Intersegment ⁽²⁾	211		137		—			112			460
Total revenues of reportable segments	$	475	$	284	$	7,781		$	—		$	8,540
Equity earnings in unconsolidated entities	$	96	$	—	$	—					$	96
Segment Adjusted EBITDA	$	360	$	171	$	(26	)				$	505
Maintenance capital	$	32	$	26	$	5					$	63



Six Months Ended June 30, 2019	Transportation		Facilities		Supply and Logistics		Intersegment Adjustment			Total
Revenues:
External customers ⁽¹⁾	$	618	$	307	$	15,936	$	(233	)	$	16,628
Intersegment ⁽²⁾	497		282		2		233			1,014
Total revenues of reportable segments	$	1,115	$	589	$	15,938	$	—		$	17,642
Equity earnings in unconsolidated entities	$	172	$	—	$	—				$	172
Segment Adjusted EBITDA	$	809	$	356	$	478				$	1,643
Maintenance capital	$	67	$	46	$	5				$	118



Six Months Ended June 30, 2018	Transportation		Facilities		Supply and Logistics		Intersegment Adjustment			Total
Revenues:
External customers ⁽¹⁾	$	517	$	288	$	15,892	$	(219	)	$	16,478
Intersegment ⁽²⁾	412		288		1		219			920
Total revenues of reportable segments	$	929	$	576	$	15,893	$	—		$	17,398
Equity earnings in unconsolidated entities	$	171	$	—	$	—				$	171
Segment Adjusted EBITDA	$	695	$	357	$	45				$	1,097
Maintenance capital	$	61	$	41	$	6				$	108

⁽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.

Segment Adjusted EBITDA Reconciliation

The following table reconciles Segment Adjusted EBITDA to Net income attributable to PAA (in millions):



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Segment Adjusted EBITDA	$	782		$	505		$	1,643		$	1,097
Adjustments ⁽¹⁾:
Depreciation and amortization of unconsolidated entities ⁽²⁾	(14		)	(14		)	(27		)	(29		)
Gains/(losses) from derivative activities, net of inventory valuation adjustments ⁽³⁾	(44		)	(240		)	30			(216		)
Long-term inventory costing adjustments ⁽⁴⁾	(25		)	(5		)	(4		)	7
Deficiencies under minimum volume commitments, net ⁽⁵⁾	(1		)	(3		)	7			(13		)
Equity-indexed compensation expense ⁽⁶⁾	(4		)	(12		)	(7		)	(23		)
Net gain/(loss) on foreign currency revaluation ⁽⁷⁾	(7		)	2			(12		)	(8		)
Line 901 incident ⁽⁸⁾	(10		)	—			(10		)	—
Depreciation and amortization	(147		)	(130		)	(283		)	(256		)
Gains/(losses) on asset sales and asset impairments, net	4			81			—			81
Gain on investment in unconsolidated entities	—			—			267			—
Interest expense, net	(103		)	(111		)	(203		)	(217		)
Other income/(expense), net	(6		)	11			18			10
Income before tax	425			84			1,419			433
Income tax (expense)/benefit	23			16			(1		)	(45		)
Net income	448			100			1,418			388
Net income attributable to noncontrolling interests	(2		)	—			(2		)	—
Net income attributable to PAA	$	446		$	100		$	1,416		$	388


⁽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.