PAGP Plains GP Holdings LP

Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) today reported third-quarter 2024 results.

Third-Quarter Results

• Reported net income attributable to PAA of $220 million and net cash provided by operating activities of $692 million
• Delivered solid Adjusted EBITDA attributable to PAA of $659 million
• Progressed our efficient growth strategy with a small bolt-on acquisition of a Permian gathering system
• Exited the quarter with 3.0x leverage ratio, below our target range of 3.25x – 3.75x
• Received Moody’s upgrade from Baa3 to Baa2 with stable outlook; now mid-BBB at all three credit rating agencies
• Resolved remaining material Line 901 claims against Plains with two lawsuit settlements resulting in a $120 million charge to GAAP earnings

2024 Guidance Update

• Expect to be toward the high-end of the guidance range for full-year 2024 Adjusted EBITDA attributable to PAA of $2.725 - $2.775 billion
• Expect 2024 Adjusted Free Cash Flow to be approximately $1.45 billion (excluding changes in Assets & Liabilities; including bolt-on acquisition capital and legal settlements)

“We delivered solid operational and financial results in the third quarter and we continue to make progress on our efficient growth strategy, which includes generating multi-year Free Cash Flow, maintaining capital discipline and returning capital to our investors while preserving financial flexibility,” said Willie Chiang, Chairman and CEO of Plains. “Our company is well positioned, and we have grown increasingly confident in both the durability and cash generating potential of the asset base. The improved outlook for the year provides more confidence in our long-term return of capital framework, which should continue creating value for our unitholders.”

Plains All American Pipeline

Summary Financial Information (unaudited)(in millions, except per unit data)

		Three Months EndedSeptember 30,								%				Nine Months EndedSeptember 30,								%
GAAP Results			2024				2023			Change					2024				2023			Change
Net income attributable to PAA		$	220			$	203			8	%			$	736			$	918			(20	)%
Diluted net income per common unit		$	0.22			$	0.20			10	%			$	0.77			$	1.04			(26	)%
Diluted weighted average common units outstanding			702				700			—	%				702				699			—	%
Net cash provided by operating activities		$	692			$	85			**				$	1,763			$	1,716			3	%
Distribution per common unit declared for the period		$	0.3175			$	0.2675			19	%			$	0.9525			$	0.8025			19	%

		Three Months EndedSeptember 30,								%				Nine Months EndedSeptember 30,								%
Non-GAAP Results (1)			2024				2023			Change					2024				2023			Change
Adjusted net income attributable to PAA		$	320			$	308			4	%			$	962			$	894			8	%
Diluted adjusted net income per common unit		$	0.37			$	0.35			6	%			$	1.09			$	1.01			8	%
Adjusted EBITDA		$	805			$	779			3	%			$	2,459			$	2,292			7	%
Adjusted EBITDA attributable to PAA (2)		$	659			$	662			—	%			$	2,051			$	1,974			4	%
Implied DCF per common unit and common unit equivalent		$	0.61			$	0.62			(2	)%			$	1.86			$	1.78			4	%
Adjusted Free Cash Flow		$	401			$	(386	)		**				$	882			$	1,088			(19	)%
Adjusted Free Cash Flow after Distributions		$	114			$	(636	)		**				$	24			$	350			(93	)%
Adjusted Free Cash Flow (Excluding Changes in Assets & Liabilities)		$	357			$	57			**				$	1,039			$	1,202			(14	)%
Adjusted Free Cash Flow after Distributions (Excluding Changes in Assets & Liabilities)		$	70			$	(193	)		**				$	181			$	464			(61	)%

________________________**      Indicates that variance as a percentage is not meaningful.(1)   See the section of this release entitled “Non-GAAP Financial Measures and Selected Items Impacting Comparability” and the tables attached hereto for information regarding our Non-GAAP financial measures, including their reconciliation to the most directly comparable measures as reported in accordance with GAAP, and certain selected items that PAA believes impact comparability of financial results between reporting periods.(2)   Excludes amounts attributable to noncontrolling interests in the Plains Oryx Permian Basin LLC joint venture, Cactus II Pipeline LLC and Red River Pipeline LLC.

Summary of Selected Financial Data by Segment (unaudited)(in millions)

	Segment Adjusted EBITDA
	Crude Oil				NGL
Three Months Ended September 30, 2024	$	577			$	73
Three Months Ended September 30, 2023	$	553			$	99
Percentage change in Segment Adjusted EBITDA versus 2023 period		4	%			(26	)%
	Segment Adjusted EBITDA
	Crude Oil				NGL
Nine Months Ended September 30, 2024	$	1,707			$	326
Nine Months Ended September 30, 2023	$	1,600			$	352
Percentage change in Segment Adjusted EBITDA versus 2023 period		7	%			(7	)%

Third-quarter 2024 Crude Oil Segment Adjusted EBITDA increased 4% versus comparable 2023 results primarily due to higher tariff volumes on our pipelines, tariff escalations and contributions from acquisitions. These items were partially offset by fewer market-based opportunities.

Third-quarter 2024 NGL Segment Adjusted EBITDA decreased 26% versus comparable 2023 results primarily due to lower weighted average frac spreads in the third quarter of 2024.

Plains GP Holdings

PAGP owns an indirect non-economic controlling interest in PAA’s general partner and an indirect limited partner interest in PAA. As the control entity of PAA, PAGP consolidates PAA’s results into its financial statements, which is reflected in the condensed consolidating balance sheet and income statement tables attached hereto.

Conference Call and Webcast Instructions

PAA and PAGP will hold a joint conference call at 9:00 a.m. CT on Friday, November 8, 2024 to discuss third-quarter performance and related items.

To access the internet webcast, please go to https://edge.media-server.com/mmc/p/cjupfudo/

Alternatively, the webcast can be accessed on our website (www.plains.com) under Investor Relations (Navigate to: Investor Relations / either “PAA” or “PAGP” / News & Events / Events & Presentations). Following the live webcast, an audio replay will be available on our website and will be accessible for a period of 365 days. Slides will be posted prior to the call at the above referenced website.

Non-GAAP Financial Measures and Selected Items Impacting Comparability

To supplement our financial information presented in accordance with GAAP, management uses additional measures known as “non-GAAP financial measures” in its evaluation of past performance and prospects for the future and to assess the amount of cash that is available for distributions, debt repayments, common equity repurchases and other general partnership purposes. The primary additional measures used by management are Adjusted EBITDA, Adjusted EBITDA attributable to PAA, Implied Distributable Cash Flow (“DCF”), Adjusted Free Cash Flow and Adjusted Free Cash Flow after Distributions.

Our definition and calculation of certain non-GAAP financial measures may not be comparable to similarly-titled measures of other companies. Adjusted EBITDA, Adjusted EBITDA attributable to PAA, Implied DCF and certain other non-GAAP financial performance measures are reconciled to Net Income, and Adjusted Free Cash Flow, Adjusted Free Cash Flow after Distributions and certain other non-GAAP financial liquidity measures are reconciled to Net Cash Provided by Operating Activities (the most directly comparable measures as reported in accordance with GAAP) for the historical periods presented in the tables attached to this release, and should be viewed in addition to, and not in lieu of, our Consolidated Financial Statements and accompanying notes. In addition, we encourage you to visit our website at www.plains.com (in particular the section under “Financial Information” entitled “Non-GAAP Reconciliations” within the Investor Relations tab), which presents a reconciliation of our commonly used non-GAAP and supplemental financial measures. We do not reconcile non-GAAP financial measures on a forward-looking basis as it is impractical to do so without unreasonable effort.

Non-GAAP Financial Performance Measures

Adjusted EBITDA is defined as earnings before interest expense, income tax (expense)/benefit, depreciation and amortization (including our proportionate share of depreciation and amortization, including write-downs related to cancelled projects and impairments, of unconsolidated entities), gains and losses on asset sales and asset impairments, gains or losses on investments in unconsolidated entities and interest income on promissory notes by and among PAA and certain Plains entities, adjusted for certain selected items impacting comparability. Adjusted EBITDA attributable to PAA excludes the portion of Adjusted EBITDA that is attributable to noncontrolling interests.

Management believes that the presentation of Adjusted EBITDA, Adjusted EBITDA attributable to PAA and Implied DCF provides useful information to investors regarding our performance and results of operations because these measures, when used to supplement related GAAP financial measures, (i) provide additional information about our core operating performance and ability to fund distributions to our unitholders through cash generated by our operations and (ii) provide investors with the same financial analytical framework upon which management bases financial, operational, compensation and planning/budgeting decisions. We also present these and additional non-GAAP financial measures, including adjusted net income attributable to PAA and basic and diluted adjusted net income per common unit, as they are measures that investors, rating agencies and debt holders have indicated are useful in assessing us and our results of operations. These non-GAAP financial performance measures may exclude, for example, (i) charges for obligations that are expected to be settled with the issuance of equity instruments, (ii) 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 either related to investing activities (such as the purchase of linefill) or purchases of long-term inventory, and inventory valuation adjustments, as applicable, (iii) long-term inventory costing adjustments, (iv) items that are not indicative of our core operating results and/or (v) other items that we believe should be excluded in understanding our core operating performance. These measures may be further adjusted to include amounts related to deficiencies associated with minimum volume commitments whereby we have billed the counterparties for their deficiency obligation and such amounts are recognized as deferred revenue in “Other current liabilities” in our Condensed Consolidated Financial Statements. We also adjust for amounts billed by our equity method investees related to deficiencies under minimum volume commitments. Such amounts are presented net of applicable amounts subsequently recognized into revenue. Furthermore, the calculation of these measures contemplates tax effects as a separate reconciling item, where applicable. We have defined all such items as “selected items impacting comparability.” Due to the nature of the selected items, certain selected items impacting comparability may impact certain non-GAAP financial measures, referred to as adjusted results, but not impact other non-GAAP financial measures. We do not necessarily consider all of our selected items impacting comparability to be non-recurring, infrequent or unusual, but we believe that an understanding of these selected items impacting comparability is material to the evaluation of our operating results and prospects.

Although we present selected items impacting comparability that management considers in evaluating our performance, you should also be aware that the items presented do not represent all items that affect comparability between the periods presented. Variations in our operating results are also caused by changes in volumes, prices, exchange rates, mechanical interruptions, acquisitions, divestitures, investment capital projects and numerous other factors. These types of variations may not be separately identified in this release, but will be discussed, as applicable, in management’s discussion and analysis of operating results in our Quarterly Report on Form 10-Q.

Non-GAAP Financial Liquidity Measures

Management uses the non-GAAP financial liquidity measures Adjusted Free Cash Flow and Adjusted Free Cash Flow after Distributions to assess the amount of cash that is available for distributions, debt repayments, common equity repurchases and other general partnership purposes. Adjusted Free Cash Flow is defined as Net Cash Provided by Operating Activities, less Net Cash Provided by/(Used in) Investing Activities, which primarily includes acquisition, investment and maintenance capital expenditures, investments in unconsolidated entities and the impact from the purchase and sale of linefill, net of proceeds from the sales of assets and further impacted by distributions to and contributions from noncontrolling interests and proceeds from the issuance of related party notes. Adjusted Free Cash Flow is further reduced by cash distributions paid to our preferred and common unitholders to arrive at Adjusted Free Cash Flow after Distributions.

We also present these measures and additional non-GAAP financial liquidity measures as they are measures that investors have indicated are useful. We present Adjusted Free Cash Flow (Excluding Changes in Assets & Liabilities) for use in assessing our underlying business liquidity and cash flow generating capacity excluding fluctuations caused by timing of when amounts earned or incurred were collected, received or paid from period to period. Adjusted Free Cash Flow (Excluding Changes in Assets & Liabilities) is defined as Adjusted Free Cash Flow excluding the impact of “Changes in assets and liabilities, net of acquisitions” on our Condensed Consolidated Statements of Cash Flows. Adjusted Free Cash Flow (Excluding Changes in Assets & Liabilities) is further reduced by cash distributions paid to our preferred and common unitholders to arrive at Adjusted Free Cash Flow after Distributions (Excluding Changes in Assets & Liabilities).

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(in millions, except per unit data)

	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		2024				2023				2024				2023
REVENUES	$	12,743			$	12,071			$	37,671			$	36,014
COSTS AND EXPENSES
Purchases and related costs		11,557				11,106				34,333				32,972
Field operating costs		483				372				1,191				1,062
General and administrative expenses		98				92				287				263
Depreciation and amortization		257				260				769				776
(Gains)/losses on asset sales, net		1				7				1				(144	)
Total costs and expenses		12,396				11,837				36,581				34,929
OPERATING INCOME		347				234				1,090				1,085
OTHER INCOME/(EXPENSE)
Equity earnings in unconsolidated entities		97				99				298				277
Gain on investment in unconsolidated entities		—				29				—				28
Interest expense, net (1)		(113	)			(97	)			(318	)			(290	)
Other income, net (1)		26				—				45				85
INCOME BEFORE TAX		357				265				1,115				1,185
Current income tax expense		(20	)			(22	)			(143	)			(104	)
Deferred income tax (expense)/benefit		(25	)			36				21				22
NET INCOME		312				279				993				1,103
Net income attributable to noncontrolling interests		(92	)			(76	)			(257	)			(185	)
NET INCOME ATTRIBUTABLE TO PAA	$	220			$	203			$	736			$	918
NET INCOME PER COMMON UNIT:
Net income allocated to common unitholders — Basic and Diluted	$	157			$	140			$	540			$	728
Basic and diluted weighted average common units outstanding		702				700				702				699
Basic and diluted net income per common unit	$	0.22			$	0.20			$	0.77			$	1.04

________________________(1)   PAA and certain Plains entities have issued promissory notes by and among such entities to facilitate financing. “Interest expense, net” and “Other income, net” each include $16 million and $31 million for the three and nine months ended September 30, 2024, respectively, related to interest on such notes. These amounts offset and do not impact Net Income or Non-GAAP metrics such as Adjusted EBITDA, Implied DCF and Adjusted Free Cash Flow.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

CONDENSED CONSOLIDATED BALANCE SHEET DATA(in millions)

	September 30,2024				December 31,2023
ASSETS
Current assets (including Cash and cash equivalents of $640 and $450, respectively)	$	5,169			$	4,913
Property and equipment, net		15,651				15,782
Investments in unconsolidated entities		2,846				2,820
Intangible assets, net		1,674				1,875
Linefill		991				976
Long-term operating lease right-of-use assets, net		298				313
Long-term inventory		257				265
Other long-term assets, net		269				411
Total assets	$	27,155			$	27,355
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities	$	5,136			$	5,003
Senior notes, net		7,140				7,242
Other long-term debt, net		72				63
Long-term operating lease liabilities		269				274
Other long-term liabilities and deferred credits		1,006				1,041
Total liabilities		13,623				13,623
Partners’ capital excluding noncontrolling interests		10,235				10,422
Noncontrolling interests		3,297				3,310
Total partners’ capital		13,532				13,732
Total liabilities and partners’ capital	$	27,155			$	27,355

DEBT CAPITALIZATION RATIOS(in millions)

	September 30,2024				December 31,2023
Short-term debt	$	765			$	446
Long-term debt		7,212				7,305
Total debt	$	7,977			$	7,751
Long-term debt	$	7,212			$	7,305
Partners’ capital excluding noncontrolling interests		10,235				10,422
Total book capitalization excluding noncontrolling interests (“Total book capitalization”)	$	17,447			$	17,727
Total book capitalization, including short-term debt	$	18,212			$	18,173
Long-term debt-to-total book capitalization		41	%			41	%
Total debt-to-total book capitalization, including short-term debt		44	%			43	%

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

COMPUTATION OF BASIC AND DILUTED NET INCOME PER COMMON UNIT (1)(in millions, except per unit data)

	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		2024				2023				2024				2023
Basic and Diluted Net Income per Common Unit
Net income attributable to PAA	$	220			$	203			$	736			$	918
Distributions to Series A preferred unitholders		(44	)			(44	)			(131	)			(129	)
Distributions to Series B preferred unitholders		(19	)			(19	)			(59	)			(56	)
Amounts allocated to participating securities		(1	)			(1	)			(9	)			(8	)
Other		1				1				3				3
Net income allocated to common unitholders	$	157			$	140			$	540			$	728
Basic and diluted weighted average common units outstanding (2) (3)		702				700				702				699
Basic and diluted net income per common unit	$	0.22			$	0.20			$	0.77			$	1.04

________________________(1)   We calculate net income allocated to common unitholders based on the distributions pertaining to the current period’s net income. After adjusting for the appropriate period’s distributions, the remaining undistributed earnings or excess distributions over earnings, if any, are allocated to 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.(2)   The possible conversion of our Series A preferred units was excluded from the calculation of diluted net income per common unit for each of the three and nine months ended September 30, 2024 and 2023 as the effect was antidilutive.(3)   Our equity-indexed compensation plan awards that contemplate the issuance of common units are considered 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 are deemed to be dilutive are 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.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

CONDENSED CONSOLIDATED CASH FLOW DATA(in millions)

	Nine Months EndedSeptember 30,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	993			$	1,103
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization		769				776
(Gains)/losses on asset sales, net		1				(144	)
Deferred income tax benefit		(21	)			(22	)
Equity earnings in unconsolidated entities		(298	)			(277	)
Distributions on earnings from unconsolidated entities		383				351
Other		93				43
Changes in assets and liabilities, net of acquisitions		(157	)			(114	)
Net cash provided by operating activities		1,763				1,716
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities (1)		(1,240	)			(444	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash used in financing activities (1)		(330	)			(1,409	)
Effect of translation adjustment		(3	)			(4	)
Net increase/(decrease) in cash and cash equivalents and restricted cash		190				(141	)
Cash and cash equivalents and restricted cash, beginning of period		450				401
Cash and cash equivalents and restricted cash, end of period	$	640			$	260

________________________(1)   PAA and certain Plains entities have issued promissory notes by and among such entities to facilitate financing. For the nine months ended September 30, 2024, “Net cash used in investing activities” includes a cash outflow of $629 million associated with our investment in related party notes. An equal and offsetting cash inflow associated with our issuance of related party notes is included in “Net cash used in financing activities.”

CAPITAL EXPENDITURES(in millions)

	Net to PAA (1)																Consolidated
	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,								Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		2024				2023				2024				2023				2024				2023				2024				2023
Investment capital expenditures:
Crude Oil	$	51			$	68			$	158			$	170			$	73			$	91			$	221			$	234
NGL		37				12				74				51				37				12				74				51
Total Investment capital expenditures		88				80				232				221				110				103				295				285
Maintenance capital expenditures		65				55				174				158				69				60				188				169
	$	153			$	135			$	406			$	379			$	179			$	163			$	483			$	454

________________________(1)   Excludes expenditures attributable to noncontrolling interests.

 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

NON-GAAP RECONCILIATIONS(in millions, except per unit and ratio data)

Computation of Basic and Diluted Adjusted Net Income Per Common Unit (1) :

	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		2024				2023				2024				2023
Basic and Diluted Adjusted Net Income per Common Unit
Net income attributable to PAA	$	220			$	203			$	736			$	918
Selected items impacting comparability - Adjusted net income attributable to PAA (2)		100				105				226				(24	)
Adjusted net income attributable to PAA	$	320			$	308			$	962			$	894
Distributions to Series A preferred unitholders		(44	)			(44	)			(131	)			(129	)
Distributions to Series B preferred unitholders		(19	)			(19	)			(59	)			(56	)
Amounts allocated to participating securities		(1	)			(1	)			(10	)			(8	)
Other		1				1				3				3
Adjusted net income allocated to common unitholders	$	257			$	245			$	765			$	704
Basic and diluted weighted average common units outstanding (3) (4)		702				700				702				699
Basic and diluted adjusted net income per common unit	$	0.37			$	0.35			$	1.09			$	1.01

________________________(1)   We calculate adjusted net income allocated to common unitholders based on the distributions pertaining to the current period’s net income. After adjusting for the appropriate period’s distributions, the remaining undistributed earnings or excess distributions over earnings, 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.(2)   See the “Selected Items Impacting Comparability” table for additional information.(3)   The possible conversion of our Series A preferred units was excluded from the calculation of diluted adjusted net income per common unit for the three and nine months ended September 30, 2024 and 2023 as the effect was antidilutive.(4)   Our equity-indexed compensation plan awards that contemplate the issuance of common units are considered 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 are deemed to be dilutive are 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.

Net Income Per Common Unit to Adjusted Net Income Per Common Unit Reconciliation:

	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		2024				2023				2024				2023
Basic and diluted net income per common unit	$	0.22			$	0.20			$	0.77			$	1.04
Selected items impacting comparability per common unit (1)		0.15				0.15				0.32				(0.03	)
Basic and diluted adjusted net income per common unit	$	0.37			$	0.35			$	1.09			$	1.01

________________________(1)   See the “Selected Items Impacting Comparability” and the “Computation of Basic and Diluted Adjusted Net Income Per Common Unit” tables for additional information.

 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

Net Income to Adjusted EBITDA attributable to PAA and Implied DCF Reconciliation:

	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		2024				2023				2024				2023
Net income	$	312			$	279			$	993			$	1,103
Interest expense, net of certain items (1)		97				97				287				290
Income tax expense/(benefit)		45				(14	)			122				82
Depreciation and amortization		257				260				769				776
(Gains)/losses on asset sales, net		1				7				1				(144	)
Gain on investment in unconsolidated entities		—				(29	)			—				(28	)
Depreciation and amortization of unconsolidated entities (2)		22				21				59				67
Selected items impacting comparability - Adjusted EBITDA (3)		71				158				228				146
Adjusted EBITDA	$	805			$	779			$	2,459			$	2,292
Adjusted EBITDA attributable to noncontrolling interests		(146	)			(117	)			(408	)			(318	)
Adjusted EBITDA attributable to PAA	$	659			$	662			$	2,051			$	1,974
Adjusted EBITDA	$	805			$	779			$	2,459			$	2,292
Interest expense, net of certain non-cash and other items (4)		(94	)			(92	)			(274	)			(275	)
Maintenance capital		(69	)			(60	)			(188	)			(169	)
Investment capital of noncontrolling interests (5)		(21	)			(23	)			(62	)			(63	)
Current income tax expense		(20	)			(22	)			(143	)			(104	)
Distributions from unconsolidated entities in excess of/(less than) adjusted equity earnings (6)		4				(2	)			11				(21	)
Distributions to noncontrolling interests (7)		(113	)			(86	)			(310	)			(237	)
Implied DCF	$	492			$	494			$	1,493			$	1,423
Preferred unit distributions paid (7)		(64	)			(63	)			(190	)			(178	)
Implied DCF Available to Common Unitholders	$	428			$	431			$	1,303			$	1,245
Weighted Average Common Units Outstanding		702				700				702				699
Weighted Average Common Units and Common Unit Equivalents		773				771				773				770
Implied DCF per Common Unit (8)	$	0.61			$	0.62			$	1.86			$	1.78
Implied DCF per Common Unit and Common Unit Equivalent (9)	$	0.61			$	0.62			$	1.86			$	1.78
Cash Distribution Paid per Common Unit	$	0.3175			$	0.2675			$	0.9525			$	0.8025
Common Unit Cash Distributions (7)	$	223			$	187			$	668			$	560
Common Unit Distribution Coverage Ratio	1.92x				2.30x				1.95x				2.22x
Implied DCF Excess	$	205			$	244			$	635			$	685

________________________(1)   Represents “Interest expense, net” as reported on our Condensed Consolidated Statements of Operations, net of interest income associated with promissory notes by and among PAA and certain Plains entities.(2)   Adjustment to exclude our proportionate share of depreciation and amortization expense (including write-downs related to cancelled projects and impairments) of unconsolidated entities.(3)   See the “Selected Items Impacting Comparability” table for additional information. (4)   Amount excludes certain non-cash items impacting interest expense such as amortization of debt issuance costs and terminated interest rate swaps and is net of interest income associated with promissory notes by and among PAA and certain Plains entities. (5)   Investment capital expenditures attributable to noncontrolling interests that reduce Implied DCF available to PAA common unitholders.(6)   Comprised of cash distributions received from unconsolidated entities less equity earnings in unconsolidated entities (adjusted for our proportionate share of depreciation and amortization, including write-downs related to cancelled projects and impairments, and selected items impacting comparability of unconsolidated entities). (7)   Cash distributions paid during the period presented. (8)   Implied DCF Available to Common Unitholders for the period divided by the weighted average common units outstanding for the period. (9)   Implied DCF Available to Common Unitholders for the period, adjusted for Series A preferred unit cash distributions paid, divided by the weighted average common units and common unit equivalents outstanding for the period. Our Series A preferred units are convertible into common units, generally on a one-for-one basis and subject to customary anti-dilution adjustments, in whole or in part, subject to certain minimum conversion amounts.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

Net Income Per Common Unit to Implied DCF Per Common Unit and Common Unit Equivalent Reconciliation:

	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		2024				2023				2024				2023
Basic net income per common unit	$	0.22			$	0.20			$	0.77			$	1.04
Reconciling items per common unit (1) (2)		0.39				0.42				1.09				0.74
Implied DCF per common unit	$	0.61			$	0.62			$	1.86			$	1.78
Basic net income per common unit	$	0.22			$	0.20			$	0.77			$	1.04
Reconciling items per common unit and common unit equivalent (1) (3)		0.39				0.42				1.09				0.74
Implied DCF per common unit and common unit equivalent	$	0.61			$	0.62			$	1.86			$	1.78

________________________(1)   Represents adjustments to Net Income to calculate Implied DCF Available to Common Unitholders. See the “Net Income to Adjusted EBITDA attributable to PAA and Implied DCF Reconciliation” table for additional information.(2)   Based on weighted average common units outstanding for the period of 702 million, 700 million, 702 million and 699 million, respectively.(3)   Based on weighted average common units outstanding for the period, as well as weighted average Series A preferred units outstanding of 71 million for each of the periods presented.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

Net Cash Provided by Operating Activities to Non-GAAP Financial Liquidity Measures Reconciliation:

	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		2024				2023				2024				2023
Net cash provided by operating activities	$	692			$	85			$	1,763			$	1,716
Adjustments to reconcile Net cash provided by operating activities to Adjusted Free Cash Flow:
Net cash used in investing activities (1)		(823	)			(438	)			(1,240	)			(444	)
Cash contributions from noncontrolling interests		16				53				40				53
Cash distributions paid to noncontrolling interests (2)		(113	)			(86	)			(310	)			(237	)
Proceeds from the issuance of related party notes (1)		629				—				629				—
Adjusted Free Cash Flow (3)	$	401			$	(386	)		$	882			$	1,088
Cash distributions (4)		(287	)			(250	)			(858	)			(738	)
Adjusted Free Cash Flow after Distributions (3) (5)	$	114			$	(636	)		$	24			$	350
	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		2024				2023				2024				2023
Adjusted Free Cash Flow (3)	$	401			$	(386	)		$	882			$	1,088
Changes in assets and liabilities, net of acquisitions (6)		(44	)			443				157				114
Adjusted Free Cash Flow (Excluding Changes in Assets & Liabilities) (7)	$	357			$	57			$	1,039			$	1,202
Cash distributions (4)		(287	)			(250	)			(858	)			(738	)
Adjusted Free Cash Flow after Distributions (Excluding Changes in Assets & Liabilities) (7)	$	70			$	(193	)		$	181			$	464

________________________(1)   PAA and certain Plains entities have issued promissory notes by and among such entities to facilitate financing. “Proceeds from the issuance of related party notes” has an equal and offsetting cash outflow associated with our investment in related party notes, which is included as a component of “Net cash used in investing activities.”(2)   Cash distributions paid during the period presented.(3)   Management uses the non-GAAP financial liquidity measures Adjusted Free Cash Flow and Adjusted Free Cash Flow after Distributions to assess the amount of cash that is available for distributions, debt repayments, common equity repurchases and other general partnership purposes. Adjusted Free Cash Flow after Distributions shortages, if any, may be funded from previously established reserves, cash on hand or from borrowings under our credit facilities or commercial paper program(4)   Cash distributions paid to preferred and common unitholders during the period.(5)   Excess Adjusted Free Cash Flow after Distributions is retained to establish reserves for future distributions, capital expenditures, debt reduction and other partnership purposes. Adjusted Free Cash Flow after Distributions shortages may be funded from previously established reserves, cash on hand or from borrowings under our credit facilities or commercial paper program.(6)   See the “Condensed Consolidated Cash Flow Data” table.(7)   Management uses the non-GAAP financial liquidity measures Adjusted Free Cash Flow (Excluding Changes in Assets & Liabilities) and Adjusted Free Cash Flow after Distributions (Excluding Changes in Assets & Liabilities) to assess the underlying business liquidity and cash flow generating capacity excluding fluctuations caused by timing of when amounts earned or incurred were collected, received or paid from period to period.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

SELECTED ITEMS IMPACTING COMPARABILITY(in millions)

	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		2024				2023				2024				2023
Selected Items Impacting Comparability: (1)
Derivative activities and inventory valuation adjustments (2)	$	105			$	(196	)		$	(78	)		$	(143	)
Long-term inventory costing adjustments (3)		(31	)			58				(8	)			27
Deficiencies under minimum volume commitments, net (4)		(15	)			(14	)			(10	)			(5	)
Equity-indexed compensation expense (5)		(9	)			(10	)			(28	)			(28	)
Foreign currency revaluation (6)		(1	)			5				16				4
Line 901 incident (7)		(120	)			—				(120	)			—
Transaction-related expenses (8)		—				(1	)			—				(1	)
Selected items impacting comparability - Adjusted EBITDA	$	(71	)		$	(158	)		$	(228	)		$	(146	)
Gain on investment in unconsolidated entities		—				29				—				28
Gains/(losses) on asset sales, net		(1	)			(7	)			(1	)			144
Tax effect on selected items impacting comparability		(28	)			38				9				8
Aggregate selected items impacting noncontrolling interests		—				(7	)			(6	)			(10	)
Selected items impacting comparability - Adjusted net income attributable to PAA	$	(100	)		$	(105	)		$	(226	)		$	24

________________________(1)   Certain of our non-GAAP financial measures may not be impacted by each of the selected items impacting comparability. See the “Net Income to Adjusted EBITDA attributable to PAA and Implied DCF Reconciliation” and “Computation of Basic and Diluted Adjusted Net Income Per Common Unit” tables for additional details on how these selected items impacting comparability affect such measures.(2)   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 differences in the timing of earnings from the derivative instruments and the underlying transactions and exclude the related gains and losses in determining adjusted results such that the earnings from the derivative instruments and the underlying transactions impact adjusted results in the same period. In addition, we exclude gains and losses on derivatives that are related to (i) investing activities, such as the purchase of linefill, and (ii) purchases of long-term inventory. We also exclude the impact of corresponding inventory valuation adjustments, as applicable. For applicable periods, we excluded gains and losses from the mark-to-market of the embedded derivative associated with the Preferred Distribution Rate Reset Option of our Series A preferred units.(3)   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 treat the impact of changes in the average cost of the long-term inventory (that result from fluctuations in market prices) and write-downs of such inventory that result from price declines as a selected item impacting comparability.(4)   We, and certain of our equity method investees, 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 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 or equity earnings, as a selected item impacting comparability. We believe the inclusion of the contractually committed revenues associated with that period is meaningful to investors 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.(5)   Our total equity-indexed compensation expense includes expense associated with awards that will be settled in units and awards that will be settled in cash. The awards that will be settled in units are included in our diluted net income per unit calculation when the applicable performance criteria have been met. We consider the compensation expense associated with these awards as a selected item impacting comparability as the dilutive impact of the outstanding awards is included in our diluted net income per unit calculation, as applicable. The portion of compensation expense associated with awards that will be settled in cash is not considered a selected item impacting comparability.(6)   During the periods presented, there were fluctuations in the value of the Canadian dollar to the U.S. dollar, resulting in the realization of foreign exchange gains and losses on the settlement of foreign currency transactions as well as the revaluation of monetary assets and liabilities denominated in a foreign currency. The associated gains and losses are not integral to our results and were thus classified as a selected item impacting comparability.(7)   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.(8)   Includes expenses associated with the Rattler Permian Transaction.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

SELECTED FINANCIAL DATA BY SEGMENT(in millions)

	Three Months EndedSeptember 30, 2024									Three Months EndedSeptember 30, 2023
	Crude Oil				NGL					Crude Oil				NGL
Revenues (1)	$	12,444			$	388				$	11,934			$	242
Purchases and related costs (1)		(11,529	)			(117	)				(11,069	)			(142	)
Field operating costs (2)		(400	)			(83	)				(266	)			(106	)
Segment general and administrative expenses (2) (3)		(78	)			(20	)				(71	)			(21	)
Equity earnings in unconsolidated entities		97				—					99				—
Adjustments: (4)
Depreciation and amortization of unconsolidated entities		22				—					21				—
Derivative activities and inventory valuation adjustments		(13	)			(92	)				76				120
Long-term inventory costing adjustments		34				(3	)				(67	)			9
Deficiencies under minimum volume commitments, net		15				—					14				—
Equity-indexed compensation expense		9				—					10				—
Foreign currency revaluation		2				—					(12	)			(3	)
Line 901 incident		120				—					—				—
Transaction-related expenses		—				—					1				—
Segment amounts attributable to noncontrolling interests (5)		(146	)			—					(117	)			—
Segment Adjusted EBITDA	$	577			$	73				$	553			$	99
Maintenance capital expenditures	$	48			$	21				$	39			$	21

________________________(1)   Includes intersegment amounts.(2)   Field operating costs and Segment general and administrative expenses include equity-indexed compensation expense.(3)   Segment general and administrative expenses reflect direct costs attributable to each segment and an allocation of other expenses to the segments. The proportional allocations by segment require judgment by management and are based on the business activities that exist during each period.(4)   Represents adjustments utilized by our CODM in the evaluation of segment results. Many of these adjustments are also considered selected items impacting comparability when calculating consolidated non-GAAP financial measures such as Adjusted EBITDA. See the “Selected Items Impacting Comparability” table for additional discussion.(5)   Reflects amounts attributable to noncontrolling interests in the Permian JV, Cactus II Pipeline LLC and Red River Pipeline LLC.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

SELECTED FINANCIAL DATA BY SEGMENT(in millions)

	Nine Months EndedSeptember 30, 2024									Nine Months EndedSeptember 30, 2023
	Crude Oil				NGL					Crude Oil				NGL
Revenues (1)	$	36,761			$	1,189				$	34,988			$	1,312
Purchases and related costs (1)		(34,014	)			(598	)				(32,499	)			(759	)
Field operating costs (2)		(938	)			(253	)				(779	)			(283	)
Segment general and administrative expenses (2) (3)		(223	)			(64	)				(203	)			(60	)
Equity earnings in unconsolidated entities		298				—					277				—
Adjustments: (4)
Depreciation and amortization of unconsolidated entities		59				—					67				—
Derivative activities and inventory valuation adjustments		20				58					69				132
Long-term inventory costing adjustments		10				(2	)				(36	)			9
Deficiencies under minimum volume commitments, net		10				—					5				—
Equity-indexed compensation expense		28				—					27				1
Foreign currency revaluation		(18	)			(4	)				—				—
Line 901 incident		120				—					—				—
Transaction-related expenses		—				—					1				—
Segment amounts attributable to noncontrolling interests (5)		(406	)			—					(317	)			—
Segment Adjusted EBITDA	$	1,707			$	326				$	1,600			$	352
Maintenance capital expenditures	$	135			$	53				$	107			$	62

________________________(1)   Includes intersegment amounts.(2)   Field operating costs and Segment general and administrative expenses include equity-indexed compensation expense.(3)   Segment general and administrative expenses reflect direct costs attributable to each segment and an allocation of other expenses to the segments. The proportional allocations by segment require judgment by management and are based on the business activities that exist during each period.(4)   Represents adjustments utilized by our CODM in the evaluation of segment results. Many of these adjustments are also considered selected items impacting comparability when calculating consolidated non-GAAP financial measures such as Adjusted EBITDA. See the “Selected Items Impacting Comparability” table for additional discussion.(5)   Reflects amounts attributable to noncontrolling interests in the Permian JV, Cactus II Pipeline LLC and Red River Pipeline LLC.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

OPERATING DATA BY SEGMENT

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2024			2023			2024			2023
Crude Oil Segment Volumes
Crude oil pipeline tariff volumes (by region) (1)
Permian Basin (2)	6,944			6,114			6,692			6,237
South Texas / Eagle Ford (2)	416			421			396			410
Mid-Continent (2)	532			561			516			508
Gulf Coast (2)	232			272			219			263
Rocky Mountain (2)	443			329			479			345
Western	261			228			255			205
Canada	338			334			345			342
Total crude oil pipeline tariff volumes (1) (2)	9,166			8,259			8,902			8,310
Commercial crude oil storage capacity (2) (3)	72			72			72			72
Crude oil lease gathering purchases (1)	1,600			1,455			1,560			1,430
NGL Segment Volumes (1)
NGL fractionation	131			107			129			111
NGL pipeline tariff volumes	195			193			210			178
Propane and butane sales	59			44			80			73

________________________(1)   Average volumes in thousands of barrels per day calculated as the total volumes (attributable to our interest for assets owned by unconsolidated entities or through undivided joint interests) for the period divided by the number of days in the period. Volumes associated with assets acquired during the period represent total volumes for the number of days we actually owned the assets divided by the number of days in the period.  (2)   Includes volumes (attributable to our interest) from assets owned by unconsolidated entities.(3)   Average monthly capacity in millions of barrels calculated as total volumes for the period divided by the number of months in the period.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

NON-GAAP SEGMENT RECONCILIATIONS(in millions)

Supplemental Adjusted EBITDA attributable to PAA Reconciliation:

	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		2024				2023				2024				2023
Crude Oil Segment Adjusted EBITDA	$	577			$	553			$	1,707			$	1,600
NGL Segment Adjusted EBITDA		73				99				326				352
Adjusted other income, net (1)		9				10				18				22
Adjusted EBITDA attributable to PAA (2)	$	659			$	662			$	2,051			$	1,974

________________________(1)   Represents “Other income, net” as reported on our Condensed Consolidated Statements of Operations, excluding interest income on promissory notes by and among PAA and certain Plains entities, as well as other income, net attributable to noncontrolling interests, adjusted for selected items impacting comparability. See the “Selected Items Impacting Comparability” table for additional information.(2)   See the “Net Income to Adjusted EBITDA attributable to PAA and Implied DCF Reconciliation” table for reconciliation to Net Income.

PLAINS GP HOLDINGS AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS(in millions, except per share data)

	Three Months EndedSeptember 30, 2024													Three Months EndedSeptember 30, 2023
					Consolidating													Consolidating
	PAA				Adjustments (1)				PAGP					PAA				Adjustments (1)				PAGP
REVENUES	$	12,743			$	—			$	12,743				$	12,071			$	—			$	12,071
COSTS AND EXPENSES
Purchases and related costs		11,557				—				11,557					11,106				—				11,106
Field operating costs		483				—				483					372				—				372
General and administrative expenses		98				1				99					92				1				93
Depreciation and amortization		257				—				257					260				1				261
(Gains)/losses on asset sales, net		1				—				1					7				—				7
Total costs and expenses		12,396				1				12,397					11,837				2				11,839
OPERATING INCOME		347				(1	)			346					234				(2	)			232
OTHER INCOME/(EXPENSE)
Equity earnings in unconsolidated entities		97				—				97					99				—				99
Gain on investment in unconsolidated entities		—				—				—					29				—				29
Interest expense, net		(113	)			16				(97	)				(97	)			—				(97	)
Other income, net		26				(16	)			10					—				—				—
INCOME BEFORE TAX		357				(1	)			356					265				(2	)			263
Current income tax expense		(20	)			—				(20	)				(22	)			—				(22	)
Deferred income tax (expense)/benefit		(25	)			(10	)			(35	)				36				(9	)			27
NET INCOME		312				(11	)			301					279				(11	)			268
Net income attributable to noncontrolling interests		(92	)			(176	)			(268	)				(76	)			(163	)			(239	)
NET INCOME ATTRIBUTABLE TO PAGP	$	220			$	(187	)		$	33				$	203			$	(174	)		$	29
Basic and diluted weighted average Class A shares outstanding										197													196
Basic and diluted net income per Class A share									$	0.17												$	0.15

________________________(1)   Represents the aggregate consolidating adjustments necessary to produce consolidated financial statements for PAGP.

PLAINS GP HOLDINGS AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS(in millions, except per share data)

	Nine Months EndedSeptember 30, 2024													Nine Months EndedSeptember 30, 2023
					Consolidating													Consolidating
	PAA				Adjustments (1)				PAGP					PAA				Adjustments (1)				PAGP
REVENUES	$	37,671			$	—			$	37,671				$	36,014			$	—			$	36,014
COSTS AND EXPENSES
Purchases and related costs		34,333				—				34,333					32,972				—				32,972
Field operating costs		1,191				—				1,191					1,062				—				1,062
General and administrative expenses		287				5				292					263				5				268
Depreciation and amortization		769				—				769					776				2				778
(Gains)/losses on asset sales, net		1				—				1					(144	)			—				(144	)
Total costs and expenses		36,581				5				36,586					34,929				7				34,936
OPERATING INCOME		1,090				(5	)			1,085					1,085				(7	)			1,078
OTHER INCOME/(EXPENSE)
Equity earnings in unconsolidated entities		298				—				298					277				—				277
Gain on investment in unconsolidated entities		—				—				—					28				—				28
Interest expense, net		(318	)			31				(287	)				(290	)			—				(290	)
Other income, net		45				(31	)			14					85				—				85
INCOME BEFORE TAX		1,115				(5	)			1,110					1,185				(7	)			1,178
Current income tax expense		(143	)			—				(143	)				(104	)			—				(104	)
Deferred income tax (expense)/benefit		21				(35	)			(14	)				22				(52	)			(30	)
NET INCOME		993				(40	)			953					1,103				(59	)			1,044
Net income attributable to noncontrolling interests		(257	)			(582	)			(839	)				(185	)			(713	)			(898	)
NET INCOME ATTRIBUTABLE TO PAGP	$	736			$	(622	)		$	114				$	918			$	(772	)		$	146
Basic and diluted weighted average Class A shares outstanding										197													195
Basic and diluted net income per Class A share									$	0.58												$	0.75

________________________(1)   Represents the aggregate consolidating adjustments necessary to produce consolidated financial statements for PAGP.

PLAINS GP HOLDINGS AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

CONDENSED CONSOLIDATING BALANCE SHEET DATA(in millions)

	September 30, 2024													December 31, 2023
					Consolidating													Consolidating
	PAA				Adjustments (1)				PAGP					PAA				Adjustments (1)				PAGP
ASSETS
Current assets	$	5,169			$	(9	)		$	5,160				$	4,913			$	3			$	4,916
Property and equipment, net		15,651				—				15,651					15,782				—				15,782
Investments in unconsolidated entities		2,846				—				2,846					2,820				—				2,820
Intangible assets, net		1,674				—				1,674					1,875				—				1,875
Deferred tax asset		—				1,211				1,211					—				1,239				1,239
Linefill		991				—				991					976				—				976
Long-term operating lease right-of-use assets, net		298				—				298					313				—				313
Long-term inventory		257				—				257					265				—				265
Other long-term assets, net		269				—				269					411				—				411
Total assets	$	27,155			$	1,202			$	28,357				$	27,355			$	1,242			$	28,597
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities	$	5,136			$	(10	)		$	5,126				$	5,003			$	2			$	5,005
Senior notes, net		7,140				—				7,140					7,242				—				7,242
Other long-term debt, net		72				—				72					63				—				63
Long-term operating lease liabilities		269				—				269					274				—				274
Other long-term liabilities and deferred credits		1,006				—				1,006					1,041				—				1,041
Total liabilities		13,623				(10	)			13,613					13,623				2				13,625
Partners’ capital excluding noncontrolling interests		10,235				(8,773	)			1,462					10,422				(8,874	)			1,548
Noncontrolling interests		3,297				9,985				13,282					3,310				10,114				13,424
Total partners’ capital		13,532				1,212				14,744					13,732				1,240				14,972
Total liabilities and partners’ capital	$	27,155			$	1,202			$	28,357				$	27,355			$	1,242			$	28,597

________________________(1)   Represents the aggregate consolidating adjustments necessary to produce consolidated financial statements for PAGP.

PLAINS GP HOLDINGS AND SUBSIDIARIESFINANCIAL SUMMARY (unaudited)

COMPUTATION OF BASIC AND DILUTED NET INCOME PER CLASS A SHARE(in millions, except per share data)

	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		2024				2023				2024				2023
Basic and Diluted Net Income per Class A Share
Net income attributable to PAGP	$	33			$	29			$	114			$	146
Basic and diluted weighted average Class A shares outstanding		197				196				197				195
Basic and diluted net income per Class A share	$	0.17			$	0.15			$	0.58			$	0.75

Forward-Looking Statements

Except for the historical information contained herein, the matters discussed in this release consist of forward-looking statements that involve certain risks and uncertainties that could cause actual results or outcomes to differ materially from results or outcomes anticipated in the forward-looking statements. These risks and uncertainties include, among other things, the following:

• general economic, market or business conditions in the United States and elsewhere (including the potential for a recession or significant slowdown in economic activity levels, the risk of persistently high inflation and continued supply chain issues, the impact of global public health events, such as pandemics, on demand and growth, and the timing, pace and extent of economic recovery) that impact (i) demand for crude oil, drilling and production activities and therefore the demand for the midstream services we provide and (ii) commercial opportunities available to us;
• declines in global crude oil demand and/or crude oil prices or other factors that correspondingly lead to a significant reduction of North American crude oil and NGL production (whether due to reduced producer cash flow to fund drilling activities or the inability of producers to access capital, or both, the unavailability of pipeline and/or storage capacity, the shutting-in of production by producers, government-mandated pro-ration orders, or other factors), which in turn could result in significant declines in the actual or expected volume of crude oil and NGL shipped, processed, purchased, stored, fractionated and/or gathered at or through the use of our assets and/or the reduction of the margins we can earn or the commercial opportunities that might otherwise be available to us;
• fluctuations in refinery capacity and other factors affecting demand for various grades of crude oil and NGL and resulting changes in pricing conditions or transportation throughput requirements;
• unanticipated changes in crude oil and NGL market structure, grade differentials and volatility (or lack thereof);
• the effects of competition and capacity overbuild in areas where we operate, including downward pressure on rates, volumes and margins, contract renewal risk and the risk of loss of business to other midstream operators who are willing or under pressure to aggressively reduce transportation rates in order to capture or preserve customers;
• negative societal sentiment regarding the hydrocarbon energy industry and the continued development and consumption of hydrocarbons, which could influence consumer preferences and governmental or regulatory actions that adversely impact our business;
• environmental liabilities, litigation or other events that are not covered by an indemnity, insurance or existing reserves;
• the occurrence of a natural disaster, catastrophe, terrorist attack (including eco-terrorist attacks) or other event that materially impacts our operations, including cyber or other attacks on our or our service providers’ electronic and computer systems;
• weather interference with business operations or project construction, including the impact of extreme weather events or conditions (including wildfires and drought);
• the impact of current and future laws, rulings, legislation, governmental regulations, executive orders, trade policies, accounting standards and statements, and related interpretations that (i) prohibit, restrict or regulate the development of oil and gas resources and the related infrastructure on lands dedicated to or served by our pipelines or (ii) negatively impact our ability to develop, operate or repair midstream assets;
• negative impacts on production levels in the Permian Basin or elsewhere due to issues associated with (or laws, rules or regulations relating to) hydraulic fracturing and related activities (including wastewater injection or disposal), including earthquakes, subsidence, expansion or other issues;
• the pace of development of natural gas or other infrastructure and its impact on expected crude oil production growth in the Permian Basin;
• loss of key personnel and inability to attract and retain new talent;
• disruptions to futures markets for crude oil, NGL and other petroleum products, which may impair our ability to execute our commercial or hedging strategies;
• the effectiveness of our risk management activities;
• shortages or cost increases of supplies, materials or labor;
• maintenance of our credit ratings and ability to receive open credit from our suppliers and trade counterparties;
• the successful operation of joint ventures and joint operating arrangements we enter into from time to time, whether relating to assets operated by us or by third parties, and the successful integration and future performance of acquired assets or businesses;
• the availability of, and our ability to consummate, acquisitions, divestitures, joint ventures or other strategic opportunities;
• the refusal or inability of our customers or counterparties to perform their obligations under their contracts with us (including commercial contracts, asset sale agreements and other agreements), whether justified or not and whether due to financial constraints (such as reduced creditworthiness, liquidity issues or insolvency), market constraints, legal constraints (including governmental orders or guidance), the exercise of contractual or common law rights that allegedly excuse their performance (such as force majeure or similar claims) or other factors;
• our inability to perform our obligations under our contracts, whether due to non-performance by third parties, including our customers or counterparties, market constraints, third-party constraints, supply chain issues, legal constraints (including governmental orders or guidance), or other factors or events;
• the incurrence of costs and expenses related to unexpected or unplanned capital or maintenance expenditures, third-party claims or other factors;
• failure to implement or capitalize, or delays in implementing or capitalizing, on investment capital projects, whether due to permitting delays, permitting withdrawals or other factors;
• tightened capital markets or other factors that increase our cost of capital or limit our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, investment capital projects, working capital requirements and the repayment or refinancing of indebtedness;
• the amplification of other risks caused by volatile or closed financial markets, capital constraints, liquidity concerns and inflation;
• the use or availability of third-party assets upon which our operations depend and over which we have little or no control;
• the currency exchange rate of the Canadian dollar to the United States dollar;
• inability to recognize current revenue attributable to deficiency payments received from customers who fail to ship or move more than minimum contracted volumes until the related credits expire or are used;
• significant under-utilization of our assets and facilities;
• increased costs, or lack of availability, of insurance;
• fluctuations in the debt and equity markets, including the price of our units at the time of vesting under our long-term incentive plans;
• risks related to the development and operation of our assets; and
• other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of crude oil, as well as in the processing, transportation, fractionation, storage and marketing of NGL as discussed in the Partnerships’ filings with the Securities and Exchange Commission.

About Plains:

PAA is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil and natural gas liquids (“NGL”). PAA owns an extensive network of pipeline gathering and transportation systems, in addition to terminalling, storage, processing, fractionation and other infrastructure assets serving key producing basins, transportation corridors and major market hubs and export outlets in the United States and Canada. On average, PAA handles over 8 million barrels per day of crude oil and NGL.

PAGP is a publicly traded entity that owns an indirect, non-economic controlling general partner interest in PAA and an indirect limited partner interest in PAA, one of the largest energy infrastructure and logistics companies in North America.

PAA and PAGP are headquartered in Houston, Texas. For more information, please visit www.plains.com.

Contacts:

Blake Fernandez

Vice President, Investor Relations

(866) 809-1291

Michael Gladstein

Director, Investor Relations

(866) 809-1291