Net Income/(Loss) Per Common Unit

9 Months Ended

Sep. 30, 2020

We calculate basic and diluted net income/(loss) per common unit by dividing net income/(loss) attributable to PAA (after deducting amounts allocated to preferred unitholders and participating securities) by the basic and diluted weighted average number of common units outstanding during the period. Participating securities include LTIP awards that have vested distribution equivalent rights, which entitle the grantee to a cash payment equal to the cash distribution paid on our outstanding common units.

The diluted weighted average number of common units is computed based on the weighted average number of common units plus the effect of potentially dilutive securities outstanding during the period, which include (i) our Series A preferred units and (ii) our equity-indexed compensation plan awards. When applying the if-converted method prescribed by FASB guidance, the possible conversion of approximately 71 million Series A preferred units, on a weighted-average basis, were excluded from the calculation of diluted net income/(loss) per common unit for the three and nine months ended September 30, 2020 as the effect was antidilutive for each period. Our equity-indexed compensation plan awards that contemplate the issuance of common units are considered potentially dilutive unless (i) they become vested only upon the satisfaction of a performance condition and (ii) that performance condition has yet to be satisfied. Equity-indexed compensation plan awards that were deemed to be dilutive during the three and nine months ended September 30, 2020 and 2019 were reduced by a hypothetical common unit repurchase based on the remaining unamortized fair value, as prescribed by the treasury stock method in guidance issued by the FASB. As a result of the hypothetical common unit repurchase, there were no potentially dilutive equity-indexed compensation plan awards for the three months ended September 30, 2020 and approximately 0.4 million equity-indexed compensation plan awards, on a weighted-average basis, were excluded from the computation of diluted net loss per common unit as the effect was antidilutive for the nine months ended September 30, 2020. See Note 18 to our Consolidated Financial Statements included in Part IV of our 2019 Annual Report on Form 10-K for a complete discussion of our equity-indexed compensation plan awards.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Basic Net Income/(Loss) per Common Unit
Net income/(loss) attributable to PAA	$	143	$	449	$	(2,562)	$	1,865
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)		(1)		(2)
Other	—		—		—		(4)
Net income/(loss) allocated to common unitholders (1)	$	93	$	399	$	(2,712)	$	1,710

Basic weighted average common units outstanding	728		728		728		727

Basic net income/(loss) per common unit	$	0.13	$	0.55	$	(3.72)	$	2.35

Diluted Net Income/(Loss) per Common Unit
Net income/(loss) attributable to PAA	$	143	$	449	$	(2,562)	$	1,865
Distributions to Series A preferred unitholders	(37)		—		(112)		—
Distributions to Series B preferred unitholders	(12)		(12)		(37)		(37)
Distributions to participating securities	(1)		(1)		(1)		(2)

Net income allocated/(loss) to common unitholders (1)	$	93	$	436	$	(2,712)	$	1,826

Basic weighted average common units outstanding	728		728		728		727
Effect of dilutive securities:
Series A preferred units	—		71		—		71
Equity-indexed compensation plan awards	—		1		—		2
Diluted weighted average common units outstanding	728		800		728		800

Diluted net income/(loss) per common unit	$	0.13	$	0.55	$	(3.72)	$	2.28

(1)We calculate net income/(loss) 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 (i.e., undistributed loss), if any, are allocated to the common unitholders and participating securities in accordance with the contractual terms of our partnership agreement in effect for the period and as further prescribed under the two-class method.