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United States securities and exchange commission logo
May 12, 2023
Al Swanson
Chief Financial Officer
Plains GP Holdings LP
333 Clay Street, Suite 1600
Houston , Texas 77002
Re: Plains GP Holdings
LP
Form 10-K for the
Fiscal Year ended December 31, 2022
Filed March 1, 2023
File No. 001-36132
Dear Al Swanson:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Financial Statements
Note 19 - Commitments and Contingencies, page F-54
1. We note your disclosure
concerning the crude oil release from the Las Flores to Gaviota
Pipeline (Line 901),
indicating that as of December 31, 2022 you recognized a long-term
receivable of $225
million for costs that you believe are probable of recovery from
insurance, net of
deductibles and amounts already collected.
However, you also have
disclosure on page 91, explaining that in the fourth quarter of
2022, insurers
responsible for the majority of your remaining insurance coverage of the
Line 901 incident,
formally communicated a denial of coverage.
We generally believe
that an asset should not be recognized for a claim for recovery from
a party that is
asserting that it is not liable for indemnification, absent a clear basis for
concluding that the
amounts are probable of recovery. If a clear basis has been
Al Swanson
Plains GP Holdings LP
May 12, 2023
Page 2
established, the rationale should be apparent from the accompanying
disclosure, consistent
with the guidance in footnote 49 to the Answer to Question 2 of SAB
Topic 5Y.
Tell us how you are able to support your view that the long-term
receivable amounts
are probable of recovery, considering the insurers' denial of coverage
and the various
uncertainties expressed in your disclosure on page 91, including
factors that could impact
the timing and amount of recovery, or adversely impact your
assessment, the possibility
the insurers could become insolvent, and your inability to provide any
assurance that
actual recoveries will not vary significantly from the long-term
receivable amount.
If you believe that you are able to provide persuasive rationale also
submit the disclosure
revisions that you propose to address the disclosure concerns for both
Plains GP Holdings
LP, and your public subsidiary Plains All American Pipeline LP.
Alternatively, if you are unable to provide adequate support for your
view that the long-
term receivable amounts are probable of recovery, you will need to
revise the financial
statements of both entities to eliminate the receivable and recognize
the loss.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or
Karl Hiller,
Branch Chief, at (202) 551-3686 with any questions.
FirstName LastName Al Swanson Sincerely,
Comapany NamePlains GP Holdings LP
Division of
Corporation Finance
May 12, 2023 Page 2 Office of Energy
& Transportation
FirstName LastName