PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
PLAINS ALL AMERICAN PIPELINE LP (PAA) filed an SEC Form 8-K — Results of Operations and Financial Condition. Exhibit 99.1 PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On November 6, 2025, Plains All American Pipeline, L.P. (“PAA”, “we”, “us”, “our”, or the “Company”) filed a Current Report on Form 8-K, as amended on a F
How this was made
The 30-second read
Why it matters
The deal is accounted for as a business combination; pro‑forma financials show modest revenue uplift but no synergies are included.
Market read
The acquisition is a material midstream consolidation event that could affect PAA's valuation and sector peers.
What to watch
Financing terms of the transaction and possible regulatory approvals.
PAA filed unaudited pro forma combined financial information for the EPIC Transactions, showing $44,464 million of pro forma combined revenue, $1,524 million of operating income and $1.01 of basic and diluted net income per common unit from continuing operations.
The pro forma presentation adds EPIC Crude Holdings revenue and operating income to PAA's 2025 results, but transaction accounting adjustments reduce pro forma net income attributable to PAA from continuing operations to $975 million and increase interest expense to $(721) million. The filing provides no operating outlook, cash flow, capital-return or current-period earnings update.
Key metrics
shortened, hover for the filing’s print| Metric | Value | q/q | y/y |
|---|---|---|---|
| Revenue, PAA pro forma combinedGAAP | $44.46B | – | – |
| Revenue, PAA historicalGAAP | $44.26B | – | – |
| Revenue, EPIC historical as adjustedGAAP | $202M | – | – |
| Purchases and related costs, PAA pro forma combinedGAAP | $40.36B | – | – |
| Field operating costs, PAA pro forma combinedGAAP | $1.22B | – | – |
| General and administrative expenses, PAA pro forma combinedGAAP | $361M | – | – |
| Depreciation and amortization, PAA pro forma combinedGAAP | $1.05B | – | – |
| Gain on asset sales, net, PAA pro forma combinedGAAP | −$54M | – | – |
| Total costs and expenses, PAA pro forma combinedGAAP | $42.94B | – | – |
| Operating income, PAA pro forma combinedGAAP | $1.52B | – | – |
| Operating income, PAA historicalGAAP | $1.43B | – | – |
| Equity earnings in unconsolidated entities, PAA pro forma combinedGAAP | $382M | – | – |
| Gain on investments in unconsolidated entities, net, PAA pro forma combinedGAAP | $31M | – | – |
| Interest expense, PAA pro forma combinedGAAP | −$721M | – | – |
| Other income, net, PAA pro forma combinedGAAP | $108M | – | – |
| Income from continuing operations before tax, PAA pro forma combinedGAAP | $1.32B | – | – |
| Current income tax expense from continuing operations, PAA pro forma combinedGAAP | −$1M | – | – |
| Deferred income tax expense from continuing operations, PAA pro forma combinedGAAP | −$14M | – | – |
| Income from continuing operations, net of tax, PAA pro forma combinedGAAP | $1.31B | – | – |
| Net income attributable to noncontrolling interests from continuing operations, PAA pro forma combinedGAAP | −$334M | – | – |
| Net income attributable to PAA from continuing operations, PAA pro forma combinedGAAP | $975M | – | – |
| Net income attributable to PAA from continuing operations, PAA historicalGAAP | $1.05B | – | – |
| Net income allocated to common unitholders from continuing operations, basic and diluted, PAA pro forma combinedGAAP | $709M | – | – |
| Basic and diluted weighted average common units outstanding, PAA pro forma combinedother | 704M | – | – |
| Basic and diluted net income per common unit from continuing operations, PAA pro forma combinedGAAP | $1.01 | – | – |
| Basic and diluted net income per common unit from continuing operations, PAA historicalGAAP | $1.12 | – | – |
What drove it
- PAA completed the purchase of an aggregate 55% non-operated equity interest in EPIC Crude Holdings and an aggregate 55% of the membership interests in EPIC GP on October 31, 2025.
- Effective November 1, 2025, PAA completed the purchase of the remaining 45% equity interest in EPIC Crude Holdings and the remaining 45% of the membership interests in EPIC GP.
- Following the EPIC Transactions, PAA indirectly owns 100% of the equity interests in EPIC Crude Holdings and 100% of the membership interests in EPIC GP, and serves as operator of record of the Cactus III Pipeline.
- The pro forma presentation eliminates $96 million of EPIC Crude Holdings historical depreciation and amortization and includes $47 million of incremental depreciation expense and $55 million of incremental amortization expense.
- EPIC historical revenue was reclassified by $(125) million, with reclassification to purchases and related costs of $(72) million, field operating costs of $63 million and general and administrative expenses of $19 million.
Concerns
- The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of actual or future operations or financial condition.
- The presentation does not reflect anticipated synergies, integration costs, cost savings or other potential impacts of combining the businesses.
- The pro forma adjustments are based on preliminary estimates and assumptions that are subject to change.
- The assumed financing adds $(94) million of pro forma interest expense for the year ended December 31, 2025.
What to watch
- Actual post-transaction operating and financial results for the Cactus III Pipeline, which PAA became operator of record for following the EPIC Transactions.
- The finalization of preliminary transaction-accounting estimates and assumptions.
- The effect of financing associated with the $1,901 million pro forma debt assumption on reported interest expense.
- Any future disclosure of integration costs, synergies or cost savings, which are excluded from this pro forma presentation.
Balance sheet and cash flow
- The pro forma interest-expense adjustment represents interest expense on $1,901 million of financing, assumed to have been obtained on or prior to January 1, 2025 and outstanding for the entire year ended December 31, 2025.
Analysis
This filing is an unaudited pro forma transaction presentation rather than a conventional earnings release. It presents the year ended December 31, 2025 as if the EPIC Transactions had occurred on January 1, 2025. PAA completed the 55% EPIC transaction on October 31, 2025 and the remaining 45% acquisition effective November 1, 2025, resulting in 100% indirect ownership of EPIC Crude Holdings and EPIC GP.
The pro forma combined income statement reports $44,464 million of revenue and $1,524 million of operating income. PAA historical revenue was $44,262 million and historical operating income was $1,434 million, while EPIC historical revenue as adjusted was $202 million and its income from operations was $96 million. The filing therefore identifies EPIC's addition to the combined revenue and operating-income presentation, but does not provide volume, tariff, customer, segment or other demand metrics.
Transaction accounting is material below operating income. PAA eliminated $96 million of EPIC historical depreciation and amortization, then recorded $47 million of incremental depreciation and $55 million of incremental amortization. The assumed $1,901 million financing produces a $(94) million interest-expense adjustment, bringing pro forma combined interest expense to $(721) million. Pro forma net income attributable to PAA from continuing operations was $975 million, and basic and diluted net income per common unit from continuing operations was $1.01.
The document also highlights presentation changes in EPIC's historical results. A $125 million revenue reclassification was made to align EPIC's presentation and accounting policy with PAA's, including the treatment of margin related to inventory exchanges. Investors should treat the resulting statement as a transaction-accounting illustration: it excludes anticipated synergies, integration costs and cost savings, and PAA states that actual post-transaction results may differ significantly.
No forward guidance, capital-return activity, cash balance, debt balance, operating cash flow or free cash flow is provided. The principal items to monitor in subsequent reporting are actual Cactus III operating results under PAA, the financing impact, and any disclosures on transaction-accounting changes, integration costs or synergies.
Not in the filing
stated, not guessed- Quarterly or current-period earnings results
- Prior-year and prior-quarter comparative figures for reported metrics
- Year-over-year and quarter-over-quarter percentage changes
- Gross profit and gross margin
- Segment revenue disclosure
- Volume, throughput, tariff, customer and demand metrics
- Forward guidance
- Prior outlook for guidance comparison
- Operating cash flow
- Free cash flow
- Cash and cash-equivalents balance
- Debt balance
- Unit repurchases
- Cash distributions or dividends
- Named executive commentary or executive quotes
- Non-GAAP financial measures and reconciliations
AlphAI analysis generated from the company’s SEC earnings filing (Form 8-K Item 2.02, or Form 6-K for a foreign private issuer). Every figure was cross-checked against the filing text; consensus estimates, price targets and share-price reactions are not shown because they are not in the filing. AI-generated research, not investment advice.
Background
PAA filed a Form 8‑K reporting the completion of two related transactions that give it full ownership of EPIC Crude Holdings and the Cactus III Pipeline.
Ticker impact
SEC 8‑K discloses PAA's acquisition of 100% of EPIC Crude Holdings, completing the EPIC Transactions and making PAA the operator of the Cactus III Pipeline.
Potential upside as the market prices in full ownership of the pipeline assets; short‑term volatility possible.
Deal size is material for a mid‑cap energy master limited partnership; first‑report filing provides new information.
Market effects
Adds to consolidation trend in midstream oil & gas, may pressure peers' valuations.
U.S. energy infrastructure sector sees increased activity.
Limited to North American midstream market.
Counterpoint
Integration risks and potential overpayment could weigh on PAA's earnings.
Key entities
- CompanyPlains All American Pipeline LP
Master limited partnership acquiring EPIC assets.
- SellerDiamondback Energy, Inc.
Original seller of EPIC equity interests.
- SellerKinetik Holdings Inc.
Co‑seller of EPIC equity interests.
- SellerAres Management LLC
Seller of the remaining 45% EPIC interest.
