Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-36132 PLAINS GP HOLDINGS, L.P. (Exact name of registrant as specified in its charter) Delaware 90-1005472 (State or other ...

PART I. FINANCIAL INFORMATION [Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS%3A) This section presents the unaudited condensed consolidated financial statements for Plains GP Holdings, L.P. as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021. It includes the balance sheets, statements of operations, comprehensive income, cash flows, and changes in partners' capital, along with detailed notes explaining the basis of presentation and significant accounting policies [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%3A%20As%20of%20September%2030%2C%202022%20and%20December%2031%2C%202021) Condensed Consolidated Balance Sheet Highlights (in millions) | Balance Sheet Item | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total current assets** | $5,576 | $6,140 | | **Property and equipment, net** | $14,569 | $14,909 | | **Total assets** | **$28,788** | **$29,978** | | **Total current liabilities** | $5,335 | $6,234 | | **Total long-term liabilities** | $9,381 | $9,567 | | **Total partners' capital** | $14,072 | $14,177 | | **Total liabilities and partners' capital** | **$28,788** | **$29,978** | - Total assets decreased to **$28.79 billion** as of September 30, 2022, from **$29.98 billion** at year-end 2021, primarily due to a decrease in current assets[11](index=11&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%3A%20For%20the%20three%20and%20nine%20months%20ended%20September%2030%2C%202022%20and%202021) Statement of Operations Highlights (in millions, except per share data) | Metric | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Total revenues** | $14,336 | $10,776 | $44,390 | $29,089 | | **Operating income/(loss)** | $624 | $(40) | $1,324 | $246 | | **Net income/(loss)** | $420 | $(50) | $868 | $130 | | **Net income/(loss) attributable to PAGP** | $71 | $(24) | $124 | $(24) | | **Basic and diluted EPS** | $0.36 | $(0.12) | $0.64 | $(0.12) | - For the nine months ended September 30, 2022, the company reported net income of **$868 million**, a significant improvement from the **$130 million** net income in the same period of 2021. This was driven by a **52.6%** increase in total revenues[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%3A%20For%20the%20nine%20months%20ended%20September%2030%2C%202022%20and%202021) Cash Flow Summary for Nine Months Ended Sep 30 (in millions) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $2,070 | $1,358 | | **Net cash (used in)/provided by investing activities** | $(291) | $478 | | **Net cash used in financing activities** | $(1,605) | $(1,704) | - Cash from operations increased by **52.4%** YoY to **$2.07 billion** for the first nine months of 2022. Cash used in investing activities was **$291 million**, compared to cash provided of **$478 million** in the prior year, mainly due to lower proceeds from asset sales[19](index=19&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%3A) - PAGP's principal sources of cash flow are derived from its indirect investment in Plains All American Pipeline, L.P. (PAA), a major midstream service provider in North America with operations in Crude Oil and NGL segments[23](index=23&type=chunk)[25](index=25&type=chunk) - In Q4 2021, the company reorganized its reporting structure from three segments (Transportation, Facilities, Supply and Logistics) into two: Crude Oil and NGL. All prior period data has been recast to reflect this change[34](index=34&type=chunk)[114](index=114&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=38&type=section&id=Item%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's financial condition, operating results, and liquidity. Key highlights include increased net income driven by favorable NGL margins and higher crude oil pipeline volumes. The report details segment performance, capital allocation, including a planned distribution increase, and liquidity status, noting total available liquidity of $3.3 billion [Executive Summary](index=38&type=section&id=Executive%20Summary) - For the first nine months of 2022, net income rose to **$868 million** from **$130 million** in the prior-year period. This increase was primarily driven by more favorable margins in the NGL segment and increased earnings from crude oil pipelines due to higher volumes and prices[126](index=126&type=chunk) - Results for the first nine months of 2022 included a **$46 million** net gain on asset sales, contrasting with a **$592 million** net loss on asset sales and impairments in the same period of 2021[127](index=127&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) Crude Oil Segment Performance (in millions) | Metric | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Segment Adjusted EBITDA** | $536 | $459 | $1,482 | $1,486 | - The Crude Oil segment's Adjusted EBITDA for the first nine months of 2022 was flat compared to 2021, as higher pipeline volumes and favorable Canadian differentials were offset by the prior year's monetization of contango hedges and the sale of natural gas storage assets[156](index=156&type=chunk) NGL Segment Performance (in millions) | Metric | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Segment Adjusted EBITDA** | $86 | $54 | $367 | $144 | - The NGL segment's Adjusted EBITDA increased by **155%** for the first nine months of 2022, driven by higher realized frac spreads and increased NGL mix supply from its straddle plants[164](index=164&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) - As of September 30, 2022, the company had approximately **$3.3 billion** of total liquidity, comprising **$2.6 billion** in available credit facility capacity and **$625 million** in cash and cash equivalents[171](index=171&type=chunk) - Projected capital expenditures for the full year 2022 are approximately **$330 million** for investment capital and **$220 million** for maintenance capital[176](index=176&type=chunk) - On March 1, 2022, PAA redeemed its 3.65%, **$750 million** senior notes due June 2022, using cash on hand and borrowings under its commercial paper program[182](index=182&type=chunk) - The company announced its intention to recommend a **$0.20** per unit/share annualized increase to its distribution for Q4 2022, to be paid in February 2023 if approved[191](index=191&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is exposed to commodity price risk (crude oil, natural gas, NGL), interest rate risk, and risk from an embedded derivative in its PAA Series A preferred units. It uses derivative instruments to manage these risks. A 10% change in commodity prices would have a varied impact on the fair value of its derivative portfolio, while a 10% change in the forward LIBOR curve would change the fair value of interest rate derivatives by $17 million - The company is exposed to market risks from commodity prices, interest rates, and an embedded derivative (Preferred Distribution Rate Reset Option). It uses derivatives like futures, swaps, and options to hedge these risks[204](index=204&type=chunk)[205](index=205&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk) Commodity Derivative Sensitivity to a 10% Price Change (in millions) | Commodity | Fair Value (Sep 30, 2022) | Effect of 10% Price Increase | Effect of 10% Price Decrease | | :--- | :--- | :--- | :--- | | Crude oil | $(40) | $(21) | $21 | | Natural gas | $49 | $24 | $(24) | | NGL and other | $223 | $(75) | $75 | | **Total** | **$232** | | | - A **10%** increase/decrease in the forward LIBOR curve would result in a **$17 million** increase/decrease in the fair value of the company's interest rate derivatives[208](index=208&type=chunk) - The embedded derivative related to the PAA Series A preferred units had a liability fair value of **$196 million**. A **10%** increase in the ten-year U.S. Treasury rate would increase this liability by **$36 million**[209](index=209&type=chunk) [Controls and Procedures](index=55&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures (DCP) and concluded they were effective as of September 30, 2022. There were no material changes to the company's internal control over financial reporting during the third quarter of 2022 - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of September 30, 2022[212](index=212&type=chunk) - No changes in internal control over financial reporting occurred during the third quarter of 2022 that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[213](index=213&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=56&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) This section refers to Note 10 of the financial statements for details on legal proceedings. The most significant matter is the Line 901 incident from 2015. As of September 30, 2022, the estimated aggregate cost is approximately $730 million. A class action lawsuit was settled for $230 million, and a derivative lawsuit was also settled. Several other individual lawsuits remain pending - The company estimates the aggregate total cost for the May 2015 Line 901 incident will be approximately **$730 million**, which includes response costs, damages, fines, and settlements[108](index=108&type=chunk) - A class action lawsuit related to the Line 901 incident was settled for **$230 million**, with the payment made on October 27, 2022[104](index=104&type=chunk) - A unitholder derivative lawsuit related to the Line 901 incident was settled, with court approval on November 1, 2022. The settlement involves an insurer payment of approximately **$1.0 million** for attorneys' fees and covenants regarding board oversight[105](index=105&type=chunk) [Risk Factors](index=56&type=section&id=Item%201A.%20RISK%20FACTORS) This section refers to the risk factors detailed in the company's 2021 Annual Report on Form 10-K. No new or updated risk factors are presented in this quarterly report - For a discussion of risk factors, the report refers to Item 1A of the company's 2021 Annual Report on Form 10-K[217](index=217&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) During the third quarter of 2022, the company issued 21,874 Class A shares in connection with the exercise of Exchange Rights by certain legacy owners. This issuance was exempt from registration under the Securities Act of 1933. There were no issuer purchases of equity securities during the period - During Q3 2022, certain legacy owners exercised their Exchange Right, resulting in the issuance of **21,874** Class A shares. This transaction was exempt from registration requirements[218](index=218&type=chunk) - The company reported no issuer purchases of its equity securities during the quarter[219](index=219&type=chunk) [Other Information](index=57&type=section&id=Item%205.%20OTHER%20INFORMATION) There is no other information to report for this item - The company reported no information for this item[222](index=222&type=chunk) [Exhibits](index=58&type=section&id=Item%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including amendments to credit agreements, forms of LTIP grant letters, and certifications by the CEO and CFO - Exhibits filed with the report include amendments to credit agreements, forms of Long-Term Incentive Plan (LTIP) grant letters, and required CEO and CFO certifications[224](index=224&type=chunk)[226](index=226&type=chunk)

PART I. FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=4&type=section&id=Item%201.%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements and related notes for Plains GP Holdings, L.P. and its subsidiaries [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position at specific dates, detailing assets, liabilities, and partners' capital Condensed Consolidated Balance Sheets (in millions) | ASSETS (in millions) | June 30, 2022 | December 31, 2021 | | :------------------- | :------------ | :---------------- | | Cash and cash equivalents | $270 | $452 | | Total current assets | $6,664 | $6,140 | | Property and equipment, net | $14,677 | $14,909 | | Total assets | $30,228 | $29,978 | | LIABILITIES AND PARTNERS' CAPITAL (in millions) | June 30, 2022 | December 31, 2021 | | :-------------------------------- | :------------ | :---------------- | | Total current liabilities | $6,876 | $6,234 | | Senior notes, net | $7,933 | $8,329 | | Total long-term liabilities | $9,293 | $9,567 | | Total partners' capital | $14,059 | $14,177 | | Total liabilities and partners' capital | $30,228 | $29,978 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section outlines the company's revenues, expenses, and net income or loss over specific reporting periods Condensed Consolidated Statements of Operations (in millions, except per share data) | (in millions, except per share data) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $16,359 | $9,930 | $30,053 | $18,313 | | Total costs and expenses | $15,951 | $10,169 | $29,354 | $18,027 | | OPERATING INCOME/(LOSS) | $408 | $(239) | $699 | $286 | | NET INCOME/(LOSS) | $239 | $(212) | $448 | $181 | | NET INCOME/(LOSS) ATTRIBUTABLE TO PAGP | $31 | $(69) | $53 | $1 | | BASIC AND DILUTED NET INCOME/(LOSS) PER CLASS A SHARE | $0.16 | $(0.35) | $0.27 | $— | [Condensed Consolidated Statements of Comprehensive Income/(Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%2F%28Loss%29) This section presents the company's net income or loss alongside other comprehensive income or loss components Condensed Consolidated Statements of Comprehensive Income/(Loss) (in millions) | (in millions) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income/(loss) | $239 | $(212) | $448 | $181 | | Other comprehensive income/(loss) | $(52) | $— | $22 | $108 | | Comprehensive income/(loss) | $187 | $(212) | $470 | $289 | | Comprehensive income/(loss) attributable to PAGP | $17 | $(69) | $59 | $30 | [Condensed Consolidated Statements of Changes in Accumulated Other Comprehensive Income/(Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Accumulated%20Other%20Comprehensive%20Income%2F%28Loss%29) This section details changes in accumulated other comprehensive income or loss components over specific periods Condensed Consolidated Statements of Changes in Accumulated Other Comprehensive Income/(Loss) (in millions) | (in millions) | Derivative Instruments | Translation Adjustments | Other | Total | | :------------ | :--------------------- | :---------------------- | :---- | :---- | | Balance at December 31, 2021 | $(208) | $(642) | $(3) | $(853) | | Total period activity (6 months ended June 30, 2022) | $74 | $(50) | $(2) | $22 | | Balance at June 30, 2022 | $(134) | $(692) | $(5) | $(831) | | Balance at December 31, 2020 | $(258) | $(657) | $(3) | $(918) | | Total period activity (6 months ended June 30, 2021) | $35 | $73 | $— | $108 | | Balance at June 30, 2021 | $(223) | $(584) | $(3) | $(810) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes the cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (in millions) | (in millions) | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $1,129 | $1,023 | | Net cash used in investing activities | $(123) | $(283) | | Net cash used in financing activities | $(1,193) | $(772) | | Net decrease in cash and cash equivalents and restricted cash | $(186) | $(30) | | Cash and cash equivalents and restricted cash, end of period | $270 | $33 | [Condensed Consolidated Statements of Changes in Partners' Capital](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Partners'%20Capital) This section outlines the changes in partners' capital, including net income and distributions, over specific periods Condensed Consolidated Statements of Changes in Partners' Capital (in millions) | (in millions) | Class A Shareholders | Noncontrolling Interests | Total Partners' Capital | | :------------ | :------------------- | :----------------------- | :---------------------- | | Balance at December 31, 2021 | $1,533 | $12,644 | $14,177 | | Net income | $53 | $395 | $448 | | Distributions | $(77) | $(423) | $(500) | | Balance at June 30, 2022 | $1,517 | $12,542 | $14,059 | | Balance at December 31, 2020 | $1,464 | $9,726 | $11,190 | | Net income | $1 | $180 | $181 | | Distributions | $(70) | $(295) | $(365) | | Balance at June 30, 2021 | $1,421 | $9,640 | $11,061 | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [Note 1—Organization and Basis of Consolidation and Presentation](index=10&type=section&id=Note%201%E2%80%94Organization%20and%20Basis%20of%20Consolidation%20and%20Presentation) This note describes the company's structure, consolidation principles, and financial statement presentation - Plains GP Holdings, L.P. (PAGP) is a Delaware limited partnership formed in **2013**, taxed as a corporation. It does not directly own operating assets; its cash flow is derived from an indirect investment in Plains All American Pipeline, L.P. (PAA)[24](index=24&type=chunk) - As of June 30, 2022, PAGP owned a **100%** managing member interest in Plains All American GP LLC (GP LLC) and an approximate **81%** limited partner interest in Plains AAP, L.P. (AAP). AAP, in turn, owned approximately **31%** of PAA's total outstanding common and Series A preferred units[25](index=25&type=chunk) - PAA operates as one of North America's largest midstream service providers, with an extensive network of pipeline transportation, terminalling, storage, and gathering assets focused on crude oil and natural gas liquids (NGL) in key producing basins and market hubs[26](index=26&type=chunk) - PAGP consolidates PAA and AAP because they are Variable Interest Entities (VIEs) and PAGP is determined to be the primary beneficiary, having the power to direct activities that significantly impact their performance and the right to receive benefits/absorb losses[34](index=34&type=chunk)[37](index=37&type=chunk) [Note 2—Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%E2%80%94Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods applied in preparing the financial statements - The company adopted ASU 2020-06, which simplifies accounting for certain financial instruments with characteristics of liabilities and equity, effective **January 1, 2022**. The adoption did not materially impact financial position, results of operations, or cash flows[37](index=37&type=chunk) [Note 3—Revenues and Accounts Receivable](index=13&type=section&id=Note%203%E2%80%94Revenues%20and%20Accounts%20Receivable) This note details the company's revenue recognition policies and accounts receivable balances Revenues from Contracts with Customers (in millions) | Revenues from contracts with customers (in millions) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Crude Oil segment revenues from contracts with customers | $15,841 | $9,852 | $28,943 | $17,798 | | NGL segment revenues from contracts with customers | $526 | $381 | $1,405 | $1,182 | | Total revenues of reportable segments (3 months) | $16,510 | $10,009 | N/A | N/A | | Total revenues of reportable segments (6 months) | N/A | N/A | $30,323 | $18,501 | Counterparty Deficiencies (in millions) | Counterparty Deficiencies (in millions) | June 30, 2022 | December 31, 2021 | | :------------------------------------ | :------------ | :---------------- | | Billed and collected | $65 | $63 | | Unbilled | $10 | $16 | | Total | $75 | $79 | Remaining Performance Obligations (in millions) | Remaining Performance Obligations (in millions) as of June 30, 2022 | | | :---------------------------------------------------------------- | :---- | | Remainder of 2022 | $229 | | 2023 | $430 | | 2024 | $356 | | 2025 | $238 | | 2026 | $158 | | 2027 and Thereafter | $929 | | Total | $2,340 | - The majority of accounts receivable are from crude oil merchant activities, characterized by high volume and low margin, often involving crude oil exchanges. Credit risk is mitigated through a rigorous review process, financial assurances (advance payments, letters of credit, insurance, guarantees), and net-cash settlements with netting agreements[42](index=42&type=chunk)[43](index=43&type=chunk) [Note 4—Net Income/(Loss) Per Class A Share](index=15&type=section&id=Note%204%E2%80%94Net%20Income%2F%28Loss%29%20Per%20Class%20A%20Share) This note presents the calculation of basic and diluted net income or loss per Class A share Net Income/(Loss) Attributable to PAGP (in millions, except per share data) | (in millions, except per share data) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income/(loss) attributable to PAGP | $31 | $(69) | $53 | $1 | | Basic and diluted weighted average Class A shares outstanding | 194 | 194 | 194 | 194 | | Basic and diluted net income/(loss) per Class A share | $0.16 | $(0.35) | $0.27 | $— | - Possible exchanges of AAP units and AAP Management Units, and PAGP LTIP awards, did not have a dilutive effect on basic net income per Class A share for the periods presented, or the dilutive effect was immaterial[49](index=49&type=chunk) [Note 5—Inventory, Linefill and Long-term Inventory](index=16&type=section&id=Note%205%E2%80%94Inventory%2C%20Linefill%20and%20Long-term%20Inventory) This note provides details on the company's inventory, linefill, and long-term inventory balances Inventory, Linefill and Long-term Inventory (in millions) | (in millions) | June 30, 2022 | December 31, 2021 | | :------------ | :------------ | :---------------- | | Inventory subtotal | $528 | $783 | | Linefill subtotal | $931 | $907 | | Long-term inventory subtotal | $378 | $253 | | Total | $1,837 | $1,943 | - Crude oil inventory volumes decreased from **8,041 thousand barrels** to **2,704 thousand barrels**, while NGL inventory volumes decreased from **6,982 thousand barrels** to **5,535 thousand barrels** from December 31, 2021, to June 30, 2022[51](index=51&type=chunk) - The price per unit for crude oil inventory increased significantly from **$67.65/barrel** to **$101.33/barrel**, and for NGL inventory from **$33.51/barrel** to **$44.99/barrel**, between December 31, 2021, and June 30, 2022[51](index=51&type=chunk) [Note 6—Debt](index=18&type=section&id=Note%206%E2%80%94Debt) This note outlines the company's short-term and long-term debt obligations and related terms Debt (in millions) | (in millions) | June 30, 2022 | December 31, 2021 | | :------------ | :------------ | :---------------- | | Total short-term debt | $630 | $822 | | Total long-term debt | $7,986 | $8,398 | | Total debt | $8,616 | $9,220 | - PAA redeemed its **3.65%**, **$750 million** senior notes due June 2022 on **March 1, 2022**[54](index=54&type=chunk) - Outstanding letters of credit decreased from **$98 million** at December 31, 2021, to **$34 million** at June 30, 2022[55](index=55&type=chunk) [Note 7—Partners' Capital and Distributions](index=19&type=section&id=Note%207%E2%80%94Partners'%20Capital%20and%20Distributions) This note details the components of partners' capital and the distributions made to shareholders Shares Outstanding | Shares Outstanding | December 31, 2021 | June 30, 2022 | | :----------------- | :---------------- | :------------ | | Class A Shares | 194,192,777 | 194,228,477 | | Class B Shares | 46,645,514 | 46,855,904 | | Class C Shares | 534,596,831 | 527,557,194 | Distributions to Class A Shareholders (in millions, except per share data) | Distributions to Class A Shareholders (in millions, except per share data) | August 12, 2022 (payable) | May 13, 2022 | February 14, 2022 | | :----------------------------------------------------------------------- | :------------------------ | :----------- | :---------------- | | Distributions to Class A Shareholders | $42 | $42 | $35 | | Distributions per Class A Share | $0.2175 | $0.2175 | $0.1800 | - PAA repurchased **7.3 million** common units for **$74 million** during the six months ended June 30, 2022, under its Common Equity Repurchase Program, with **$198 million** remaining capacity[60](index=60&type=chunk) - Noncontrolling interests in subsidiaries as of June 30, 2022, included **69%** of PAA's common and Series A preferred units, **100%** of PAA's Series B preferred units, approximately **19%** limited partner interest in AAP, **35%** in Permian JV, and **33%** in Red River LLC[59](index=59&type=chunk) [Note 8—Derivatives and Risk Management Activities](index=21&type=section&id=Note%208%E2%80%94Derivatives%20and%20Risk%20Management%20Activities) This note describes the company's use of derivative instruments for risk management purposes - The company uses derivative instruments to manage commodity price risk, interest rate risk, and currency exchange rate risk, primarily for risk management rather than speculation[65](index=65&type=chunk) Net Gain/(Loss) from Commodity Derivative Activity (in millions) | Net gain/(loss) from commodity derivative activity (in millions) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net gain/(loss) from commodity derivative activity | $84 | $(267) | $(115) | $(542) | - The Preferred Distribution Rate Reset Option of PAA Series A preferred units is an embedded derivative, resulting in a net loss of **$147 million** for the six months ended June 30, 2022, compared to a net gain of **$9 million** for the same period in 2021[77](index=77&type=chunk) Derivative Fair Value as of June 30, 2022 (in millions) | Fair Value as of June 30, 2022 (in millions) | Level 1 | Level 2 | Level 3 | Total | | :------------------------------------------- | :------ | :------ | :------ | :---- | | Commodity derivatives | $(76) | $(27) | $— | $(103) | | Interest rate derivatives | $— | $136 | $— | $136 | | Preferred Distribution Rate Reset Option and Other | $— | $— | $(147) | $(147) | | Total net derivative asset/(liability) | $(76) | $109 | $(147) | $(114) | [Note 9—Related Party Transactions](index=25&type=section&id=Note%209%E2%80%94Related%20Party%20Transactions) This note discloses transactions and balances with related parties of the company Related Party Transactions (in millions) | (in millions) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues from related parties | $10 | $10 | $22 | $17 | | Purchases and related costs from related parties | $87 | $95 | $184 | $185 | Related Party Balances (in millions) | (in millions) | June 30, 2022 | December 31, 2021 | | :------------ | :------------ | :---------------- | | Trade accounts receivable and other receivables, net from related parties | $47 | $41 | | Trade accounts payable to related parties | $55 | $72 | [Note 10—Commitments and Contingencies](index=26&type=section&id=Note%2010%E2%80%94Commitments%20and%20Contingencies) This note details the company's significant commitments and potential contingent liabilities - The estimated undiscounted reserve for environmental liabilities (excluding Line 901) was **$58 million** at June 30, 2022, with **$10 million** short-term and **$48 million** long-term[95](index=95&type=chunk) - The aggregate total costs for the Line 901 incident are estimated at approximately **$725 million** as of June 30, 2022, including emergency response, clean-up, natural resource damages, fines, penalties, and third-party claims settlements[104](index=104&type=chunk) - As of June 30, 2022, the company had a remaining undiscounted gross liability of approximately **$330 million** related to the Line 901 incident. A receivable of approximately **$240 million** was recognized for probable insurance recoveries, with **$260 million** already collected out of a **$500 million** insurance program limit[105](index=105&type=chunk) - A class action settlement for **$230 million** has been reached to resolve claims from commercial fishermen and beachfront property owners related to the Line 901 incident, subject to court approval[101](index=101&type=chunk) [Note 11—Segment Information](index=31&type=section&id=Note%2011%E2%80%94Segment%20Information) This note provides financial data and other information for the company's operating segments - During **Q4 2021**, the company reorganized its operating segments into two: Crude Oil and NGL, and modified the definition of Segment Adjusted EBITDA to exclude amounts attributable to noncontrolling interests in consolidated joint venture entities[110](index=110&type=chunk) Segment Adjusted EBITDA (in millions) | Segment Adjusted EBITDA (in millions) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Crude Oil Segment Adjusted EBITDA | $494 | $553 | $946 | $1,027 | | NGL Segment Adjusted EBITDA | $120 | $21 | $281 | $90 | | Total Segment Adjusted EBITDA | $614 | $574 | $1,227 | $1,117 | Maintenance Capital Expenditures (in millions) | Maintenance Capital Expenditures (in millions) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Crude Oil | $25 | $23 | $45 | $52 | | NGL | $18 | $14 | $25 | $21 | | Total | $43 | $37 | $70 | $73 | [Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=36&type=section&id=Item%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's analysis of the company's financial condition, operating results, liquidity, and capital resources [Introduction](index=36&type=section&id=Introduction) This introductory section sets the context for understanding the company's financial performance and position - The discussion provides an understanding of the company's financial condition and operations, to be read with historical Consolidated Financial Statements and the **2021 Annual Report on Form 10-K**[117](index=117&type=chunk) [Executive Summary](index=36&type=section&id=Executive%20Summary) This section provides a high-level overview of the company's key financial highlights and strategic context - PAGP's sole cash-generating assets are indirect investments in Plains All American Pipeline, L.P. (PAA), a major North American midstream service provider focused on crude oil and NGL[118](index=118&type=chunk)[119](index=119&type=chunk) - Operating segments were reorganized in **Q4 2021** into Crude Oil and NGL, and the Segment Adjusted EBITDA definition was modified to exclude noncontrolling interests in consolidated joint ventures[120](index=120&type=chunk) - Net income for the first six months of 2022 increased to **$448 million** from **$181 million** in 2021, driven by favorable NGL segment margins and higher crude oil pipeline volumes, partially offset by the sale of natural gas storage facilities and increased Line 901 incident costs[121](index=121&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) This section analyzes the company's consolidated financial performance, including revenues, expenses, and net income [Consolidated Results](index=37&type=section&id=Consolidated%20Results) This section presents a detailed breakdown of the company's overall financial performance for the reporting periods Consolidated Results (in millions, except per share data) | (in millions, except per share data) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Product sales revenues | $16,007 (↑66%) | $9,623 | $29,388 (↑66%) | $17,706 | | Services revenues | $352 (↑15%) | $307 | $665 (↑10%) | $607 | | Purchases and related costs | $(15,324) (↓65%) | $(9,277) | $(28,109) (↓69%) | $(16,669) | | Field operating costs | $(307) (↓22%) | $(252) | $(653) (↓39%) | $(471) | | General and administrative expenses | $(80) (↓8%) | $(74) | $(163) (↓15%) | $(142) | | Depreciation and amortization | $(243) (↓23%) | $(197) | $(475) (↓27%) | $(375) | | Gains/(losses) on asset sales and asset impairments, net | $3 (↑101%) | $(369) | $46 (↑112%) | $(370) | | Equity earnings in unconsolidated entities | $104 (↑215%) | $33 | $201 (↑66%) | $121 | | Interest expense, net | $(99) (↑7%) | $(107) | $(206) (↑3%) | $(213) | | Other income/(expense), net | $(118) (**) | $84 | $(155) (**) | $23 | | Income tax (expense)/benefit | $(56) (**) | $17 | $(91) (↓153%) | $(36) | | Net income/(loss) | $239 (↑213%) | $(212) | $448 (↑148%) | $181 | | Net (income)/loss attributable to noncontrolling interests | $(208) (↓245%) | $143 | $(395) (↓119%) | $(180) | | Net income/(loss) attributable to PAGP | $31 (↑145%) | $(69) | $53 (**) | $1 | | Basic and diluted net income/(loss) per Class A share | $0.16 (↑146%) | $(0.35) | $0.27 (N/A) | $— | [Revenues and Purchases](index=38&type=section&id=Revenues%20and%20Purchases) This section discusses the trends and drivers behind the company's total revenues and associated purchase costs - Consolidated revenues and purchases increased for the three and six months ended June 30, 2022, primarily due to higher commodity prices and volumes, as merchant activities are generally indexed to the same pricing indices[125](index=125&type=chunk)[126](index=126&type=chunk) NYMEX WTI Crude Oil Price (dollars per barrel) | NYMEX WTI Crude Oil Price (dollars per barrel) | Low | High | Average | | :--------------------------------------------- | :-- | :--- | :------ | | Three Months Ended June 30, 2022 | $94 | $122 | $109 | | Three Months Ended June 30, 2021 | $59 | $74 | $66 | | Six Months Ended June 30, 2022 | $76 | $124 | $102 | | Six Months Ended June 30, 2021 | $48 | $74 | $62 | - Service revenues increased due to higher prices and volumes in 2022, partially offset by the sale of natural gas storage facilities in **Q3 2021**[127](index=127&type=chunk) [Field Operating Costs](index=38&type=section&id=Field%20Operating%20Costs) This section provides an overview of the direct costs associated with the company's field operations - Discussion of field operating costs is deferred to the 'Analysis of Operating Segments' section[129](index=129&type=chunk) [General and Administrative Expenses](index=38&type=section&id=General%20and%20Administrative%20Expenses) This section details the company's overhead expenses not directly tied to production or sales activities - General and administrative expenses increased due to higher employee-related costs (including equity-indexed compensation), increased office rent, reduced Canadian wage subsidies, and costs associated with the Permian JV formation[130](index=130&type=chunk) [Gains/(Losses) on Asset Sales and Asset Impairments, Net](index=38&type=section&id=Gains%2F%28Losses%29%20on%20Asset%20Sales%20and%20Asset%20Impairments%2C%20Net) This section reports the net impact of asset disposals and impairment charges on the company's financial results - A **$40 million** gain was recognized in **Q1 2022** from the sale of land and buildings in California[131](index=131&type=chunk) - The 2021 net loss included a **$475 million** non-cash impairment charge for natural gas storage facilities classified as held for sale, partially offset by a **$106 million** gain from a crude oil pipeline asset exchange in Canada[132](index=132&type=chunk) [Depreciation and Amortization](index=39&type=section&id=Depreciation%20and%20Amortization) This section explains the non-cash expenses related to the usage and obsolescence of tangible and intangible assets - Depreciation and amortization expense increased due to depreciation on assets contributed by Oryx Midstream Holdings LLC upon the formation of the Permian JV[133](index=133&type=chunk) [Other Income/(Expense), Net](index=39&type=section&id=Other%20Income%2F%28Expense%29%2C%20Net) This section covers various non-operating income and expense items impacting the company's net results Other Income/(Expense), Net (in millions) | (in millions) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Gain/(loss) related to mark-to-market adjustment of Preferred Distribution Rate Reset Option | $(103) | $77 | $(147) | $9 | | Net gain/(loss) on foreign currency revaluation | $(16) | $6 | $(9) | $13 | | Other | $1 | $1 | $1 | $1 | | Total | $(118) | $84 | $(155) | $23 | [Income Tax (Expense)/Benefit](index=39&type=section&id=Income%20Tax%20%28Expense%29%2FBenefit) This section details the company's income tax provisions or benefits for the reporting periods - The unfavorable income tax variance for the three and six months ended June 30, 2022, was primarily due to increased income in Canadian operations[135](index=135&type=chunk) [Non-GAAP Financial Measures](index=39&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and reconciles non-GAAP financial measures used by management to assess performance - Management uses **Adjusted EBITDA** and **Adjusted EBITDA attributable to PAA** as non-GAAP measures to evaluate performance, providing insights into core operating performance and aligning with financial analytical frameworks used by management and investors[136](index=136&type=chunk)[138](index=138&type=chunk) Adjusted EBITDA (in millions) | (in millions) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Adjusted EBITDA | $704 (↑22%) | $579 | $1,394 (↑24%) | $1,125 | | Adjusted EBITDA attributable to PAA | $615 (↑7%) | $575 | $1,228 (↑10%) | $1,118 | [Analysis of Operating Segments](index=42&type=section&id=Analysis%20of%20Operating%20Segments) This section provides a detailed financial and operational analysis of the company's distinct business segments [Crude Oil Segment](index=42&type=section&id=Crude%20Oil%20Segment) This section analyzes the financial performance and operational metrics of the company's crude oil business segment - Crude Oil segment operations involve gathering, transporting, terminalling, and storing crude oil, supported by merchant activities and risk management strategies[143](index=143&type=chunk) Crude Oil Segment Operating Results (in millions) | Crude Oil Segment Adjusted EBITDA (in millions) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :---------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Segment Adjusted EBITDA | $494 (↓11%) | $553 | $946 (↓8%) | $1,027 | | Maintenance capital | $25 (↑9%) | $23 | $45 (↓13%) | $52 | Crude Oil Pipelines Tariff Volumes (thousands of barrels per day) | Crude Oil Pipelines Tariff Volumes (thousands of barrels per day) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :---------------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Permian Basin | 5,434 (↑30%) | 4,189 | 5,324 (↑34%) | 3,972 | | Crude oil pipelines tariff activities total volumes | 7,417 (↑23%) | 6,006 | 7,289 (↑27%) | 5,719 | | Crude oil lease gathering purchases | 1,368 (↑1%) | 1,352 | 1,364 (↑8%) | 1,264 | - Crude Oil Segment Adjusted EBITDA decreased due to the sale of natural gas storage facilities in **August 2021** and the monetization of contango hedges in 2021. This was partially offset by higher pipeline volumes and increased loss allowance revenue in 2022[149](index=149&type=chunk) - The Capline pipeline reversal and phase two of the Wink to Webster pipeline projects were completed and placed in service in **Q1 2022**, favorably impacting equity earnings and tariff volumes[152](index=152&type=chunk) [NGL Segment](index=46&type=section&id=NGL%20Segment) This section analyzes the financial performance and operational metrics of the company's natural gas liquids business segment - NGL segment operations include natural gas processing, NGL fractionation, storage, transportation, and terminalling, generating revenue from fees and sales of extracted NGL products[155](index=155&type=chunk) NGL Segment Operating Results (in millions, except per barrel data) | NGL Segment Operating Results (in millions, except per barrel data) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :----------------------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $570 (↑148%) | $230 | $1,304 (↑50%) | $869 | | Segment Adjusted EBITDA | $120 (↑471%) | $21 | $281 (↑212%) | $90 | | Maintenance capital | $18 (↑29%) | $14 | $25 (↑19%) | $21 | NGL Average Volumes (thousands of barrels per day) | NGL Average Volumes (thousands of barrels per day) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | NGL fractionation | 137 (↑6%) | 129 | 136 (—%) | 136 | | NGL pipeline tariff | 187 (↑3%) | 181 | 182 (—%) | 182 | | NGL sales | 101 (↓10%) | 112 | 134 (↓19%) | 165 | - NGL Segment Adjusted EBITDA increased significantly due to higher realized fractionation spreads and NGL sales prices, benefiting from increased ownership in Empress straddle plants and higher product gains[158](index=158&type=chunk)[160](index=160&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to meet its short-term and long-term financial obligations and fund operations [General](index=48&type=section&id=General) This section provides a general overview of the company's liquidity position and capital management strategies - Primary liquidity sources are cash flow from operating activities and borrowings under PAA's credit facilities or commercial paper program, supplemented by asset sales and equity/debt securities[163](index=163&type=chunk) - As of June 30, 2022, the company had a working capital deficit of **$212 million** but approximately **$2.8 billion** of total liquidity available, including **$270 million** in cash and cash equivalents[164](index=164&type=chunk) - PAA was in compliance with all debt covenants as of June 30, 2022, ensuring continued access to credit facilities and the commercial paper program[165](index=165&type=chunk) [Cash Flow from Operating Activities](index=50&type=section&id=Cash%20Flow%20from%20Operating%20Activities) This section details the cash generated or used by the company's primary business operations - Net cash provided by operating activities increased to **$1.129 billion** for the first six months of 2022, up from **$1.023 billion** in the comparable 2021 period, primarily driven by earnings from operations[168](index=168&type=chunk) [Investing Activities](index=50&type=section&id=Investing%20Activities) This section outlines the cash flows related to the acquisition and disposal of long-term assets and investments Capital Expenditures (in millions) | Capital Expenditures (in millions) | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------------- | :----------------------------- | :----------------------------- | | Investment capital | $181 | $142 | | Maintenance capital | $70 | $73 | | Acquisition capital | $— | $32 | | Total | $251 | $247 | - Projected total investment capital for 2022 is approximately **$330 million** (**$275 million** net to interest), with about half allocated to Permian JV assets. Full-year maintenance capital is projected at **$220 million** (**$210 million** net to interest)[171](index=171&type=chunk) Proceeds from Divestitures (in millions) | Proceeds from Divestitures (in millions) | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--------------------------------------- | :----------------------------- | :----------------------------- | | Proceeds from divestitures | $57 | $22 | [Financing Activities](index=51&type=section&id=Financing%20Activities) This section describes the cash flows associated with debt, equity, and distributions to shareholders - Net borrowings under PAA credit facilities and commercial paper program were approximately **$115 million** for the six months ended June 30, 2022, primarily for capital investments, inventory purchases, and senior notes repayments[176](index=176&type=chunk) - PAA redeemed its **$750 million** senior notes due June 2022 on **March 1, 2022**, using cash on hand and commercial paper borrowings[178](index=178&type=chunk) - PAA repurchased **7.3 million** common units for **$74 million** under its Common Equity Repurchase Program during the first six months of 2022, with **$198 million** remaining capacity[179](index=179&type=chunk) - A quarterly cash distribution of **$0.2175 per Class A share** (**$0.87 annualized**) was declared payable on **August 12, 2022**, unchanged from the prior quarter[183](index=183&type=chunk) [Contingencies](index=53&type=section&id=Contingencies) This section addresses potential future obligations or gains that depend on uncertain future events - For a discussion of contingencies, refer to **Note 10** to the Condensed Consolidated Financial Statements[186](index=186&type=chunk) [Commitments](index=53&type=section&id=Commitments) This section details the company's contractual obligations and future expenditures Purchase Obligations (in millions) | Purchase Obligations (in millions) as of June 30, 2022 | Remainder of 2022 | 2023 | 2024 | 2025 | 2026 | 2027 and Thereafter | Total | | :---------------------------------------------------- | :---------------- | :--- | :--- | :--- | :--- | :------------------ | :---- | | Crude oil, NGL and other purchases | $15,162 | $26,076 | $24,981 | $23,556 | $22,154 | $67,795 | $179,724 | - Outstanding letters of credit totaled approximately **$34 million** at June 30, 2022, down from **$98 million** at December 31, 2021[188](index=188&type=chunk) [Recent Accounting Pronouncements](index=53&type=section&id=Recent%20Accounting%20Pronouncements) This section discusses the impact of newly adopted or pending accounting standards on the financial statements - For information on recent accounting pronouncements, refer to **Note 2** to the Condensed Consolidated Financial Statements[189](index=189&type=chunk) [Forward-Looking Statements](index=54&type=section&id=Forward-Looking%20Statements) This section provides cautionary language regarding future-oriented information and associated risks - The report contains forward-looking statements reflecting current views on future events, subject to factors that could cause actual results to differ materially[191](index=191&type=chunk) - Key risk factors include general economic conditions, declines in crude oil demand and prices, fluctuations in refinery capacity, competition, negative societal sentiment towards hydrocarbons, environmental liabilities, natural disasters, regulatory changes, and capital market conditions[192](index=192&type=chunk) [Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=56&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section details the company's exposure to market risks, including commodity price and interest rate fluctuations [Commodity Price Risk](index=56&type=section&id=Commodity%20Price%20Risk) This section discusses the company's exposure to commodity price fluctuations and its hedging strategies - The company uses derivative instruments to hedge price risk for crude oil, natural gas, and NGL, managing exposures with futures, forwards, swaps, and options[196](index=196&type=chunk) Commodity Price Risk (in millions) | Commodity Price Risk (in millions) | Fair Value | Effect of 10% Price Increase | Effect of 10% Price Decrease | | :--------------------------------- | :--------- | :--------------------------- | :--------------------------- | | Crude oil | $(78) | $(10) | $10 | | Natural gas | $71 | $31 | $(31) | | NGL and other | $(96) | $(105) | $105 | | Total fair value | $(103) | N/A | N/A | [Interest Rate Risk](index=57&type=section&id=Interest%20Rate%20Risk) This section describes the company's exposure to changes in interest rates and its management approach - The company is exposed to interest rate risk from variable rate debt and forecasted fixed rate debt issuances, managed with interest rate derivatives[199](index=199&type=chunk) - As of June 30, 2022, the fair value of interest rate derivatives was a net asset of **$136 million**. A **10%** increase or decrease in the forward LIBOR curve would result in a **$22 million** change in fair value[199](index=199&type=chunk) [Preferred Distribution Rate Reset Option](index=57&type=section&id=Preferred%20Distribution%20Rate%20Reset%20Option) This section explains the embedded derivative related to the Preferred Distribution Rate Reset Option - The Preferred Distribution Rate Reset Option in PAA's Series A preferred units is an embedded derivative with a fair value liability of **$147 million** as of June 30, 2022. A **10%** change in its fair value would impact by **$15 million**[200](index=200&type=chunk) [Item 4. CONTROLS AND PROCEDURES](index=57&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) This section describes the company's disclosure controls and internal control over financial reporting effectiveness [Disclosure Controls and Procedures](index=57&type=section&id=Disclosure%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures - Management, with CEO and CFO participation, concluded that the company's disclosure controls and procedures (DCP) were effective as of **June 30, 2022**[202](index=202&type=chunk) [Changes in Internal Control over Financial Reporting](index=57&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports any material changes in the company's internal control over financial reporting - There were no changes in internal control over financial reporting during the second quarter of 2022 that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[203](index=203&type=chunk) PART II. OTHER INFORMATION This section contains additional information not covered in the financial statements, including legal proceedings and risk factors [Item 1. LEGAL PROCEEDINGS](index=58&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) This section refers to the detailed discussion of the company's legal proceedings in Note 10 - Information regarding legal proceedings is included in **Note 10** to the Condensed Consolidated Financial Statements[206](index=206&type=chunk) [Item 1A. RISK FACTORS](index=58&type=section&id=Item%201A.%20RISK%20FACTORS) This section refers to the comprehensive discussion of risk factors outlined in the 2021 Annual Report on Form 10-K - For a discussion of risk factors, refer to **Item 1A** of the **2021 Annual Report on Form 10-K**, as these and other factors could adversely affect the business, financial condition, and results of operations[207](index=207&type=chunk) [Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=58&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section confirms no unregistered sales of equity securities or related use of proceeds to report [Item 3. DEFAULTS UPON SENIOR SECURITIES](index=58&type=section&id=Item%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) This section confirms no defaults upon senior securities to report for the period [Item 4. MINE SAFETY DISCLOSURES](index=58&type=section&id=Item%204.%20MINE%20SAFETY%20DISCLOSURES) This section indicates that mine safety disclosures are not applicable to the company's operations [Item 5. OTHER INFORMATION](index=58&type=section&id=Item%205.%20OTHER%20INFORMATION) This section confirms no other material information to report for the current period [Item 6. EXHIBITS](index=59&type=section&id=Item%206.%20EXHIBITS) This section lists all documents filed as exhibits, including organizational, contractual, and certification materials - Exhibits include Certificate of Limited Partnership, Amended and Restated Agreement of Limited Partnership, Certificate of Formation, Limited Liability Company Agreements, Indentures, Shareholder and Registration Rights Agreement, Description of Securities, LTIP Grant Letter, and various certifications (Principal Executive Officer, Principal Financial Officer) and XBRL documents[212](index=212&type=chunk)[215](index=215&type=chunk)

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis for the quarter ended March 31, 2022 [Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=4&type=section&id=Item%201.%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements for Plains GP Holdings, L.P. and its subsidiaries for the quarter ended March 31, 2022, including balance sheets, statements of operations, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and partners' capital as of March 31, 2022, and December 31, 2021 | Metric | March 31, 2022 (in millions) | December 31, 2021 (in millions) | | :-------------------------------- | :----------------------------- | :------------------------------ | | **ASSETS** | | | | Total current assets | $8,100 | $6,140 | | Property and equipment, net | $14,869 | $14,909 | | Total assets | $31,991 | $29,978 | | **LIABILITIES AND PARTNERS' CAPITAL** | | | | Total current liabilities | $8,572 | $6,234 | | Total long-term liabilities | $9,218 | $9,567 | | Total partners' capital | $14,201 | $14,177 | | Total liabilities and partners' capital | $31,991 | $29,978 | - Total assets increased by **$2,013 million** from December 31, 2021, to March 31, 2022, primarily driven by an increase in trade accounts receivable and other receivables, net[11](index=11&type=chunk) - Total current liabilities increased by **$2,338 million**, mainly due to an increase in trade accounts payable[11](index=11&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section presents the company's financial performance, detailing revenues, costs, and net income for the three months ended March 31, 2022, and 2021 | Metric | Three Months Ended March 31, 2022 (in millions) | Three Months Ended March 31, 2021 (in millions) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Product sales revenues | $13,381 | $8,083 | | Services revenues | $313 | $300 | | Total revenues | $13,694 | $8,383 | | Total costs and expenses | $13,403 | $7,859 | | Operating income | $291 | $524 | | Net income | $209 | $392 | | Net income attributable to PAGP | $22 | $70 | | Basic and diluted net income per Class A share | $0.11 | $0.36 | - Total revenues increased by **$5,311 million (63.3%)** year-over-year, primarily driven by product sales revenues[13](index=13&type=chunk) - Net income attributable to PAGP decreased by **$48 million (68.6%)** year-over-year, resulting in a significant drop in basic and diluted net income per Class A share[13](index=13&type=chunk) [Condensed Consolidated Statements of Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) This section outlines the company's comprehensive income, including net income and other comprehensive income components, for the three months ended March 31, 2022, and 2021 | Metric | Three Months Ended March 31, 2022 (in millions) | Three Months Ended March 31, 2021 (in millions) | | :------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Net income | $209 | $392 | | Other comprehensive income | $74 | $108 | | Comprehensive income | $283 | $500 | | Comprehensive income attributable to PAGP | $43 | $99 | - Comprehensive income attributable to PAGP decreased by **$56 million (56.6%)** year-over-year[15](index=15&type=chunk) [Condensed Consolidated Statements of Changes in Accumulated Other Comprehensive Income/(Loss)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Accumulated%20Other%20Comprehensive%20Income%2F%28Loss%29) This section details changes in accumulated other comprehensive income or loss, including derivative instruments and translation adjustments, for the three months ended March 31, 2022 | Component | Balance at Dec 31, 2021 (in millions) | Total Period Activity (3M ended Mar 31, 2022) (in millions) | Balance at Mar 31, 2022 (in millions) | | :------------------------ | :------------------------------------ | :------------------------------------------------------- | :------------------------------------ | | Derivative Instruments | $(208) | $35 | $(173) | | Translation Adjustments | $(642) | $40 | $(602) | | Other | $(3) | $(1) | $(4) | | Total | $(853) | $74 | $(779) | - Accumulated Other Comprehensive Income/(Loss) improved from **$(853) million** at December 31, 2021, to **$(779) million** at March 31, 2022, primarily due to unrealized gains on hedges and currency translation adjustments[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the company's cash flow activities from operations, investing, and financing for the three months ended March 31, 2022, and 2021 | Metric | Three Months Ended March 31, 2022 (in millions) | Three Months Ended March 31, 2021 (in millions) | | :------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $339 | $789 | | Net cash used in investing activities | $(81) | $(108) | | Net cash used in financing activities | $(596) | $(686) | | Net decrease in cash and cash equivalents | $(335) | $(5) | | Cash and cash equivalents, end of period | $121 | $58 | - Net cash provided by operating activities decreased significantly from **$789 million** in Q1 2021 to **$339 million** in Q1 2022, primarily due to negative working capital changes[19](index=19&type=chunk)[165](index=165&type=chunk) - Net cash used in financing activities decreased by **$90 million**, mainly due to net borrowings under the PAA commercial paper program in 2022 compared to net repayments in 2021, partially offset by senior notes repayments[19](index=19&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk) [Condensed Consolidated Statements of Changes in Partners' Capital](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Partners%27%20Capital) This section details changes in partners' capital, including net income and distributions, for the three months ended March 31, 2022 | Metric | Balance at Dec 31, 2021 (in millions) | Net Income (in millions) | Distributions (in millions) | Balance at Mar 31, 2022 (in millions) | | :---------------------- | :------------------------------------ | :----------------------- | :-------------------------- | :------------------------------------ | | Class A Shareholders | $1,533 | $22 | $(35) | $1,540 | | Noncontrolling Interests | $12,644 | $187 | $(200) | $12,661 | | Total Partners' Capital | $14,177 | $209 | $(235) | $14,201 | - Total partners' capital increased slightly from **$14,177 million** to **$14,201 million**, reflecting net income partially offset by distributions[20](index=20&type=chunk) [Note 1—Organization and Basis of Consolidation and Presentation](index=9&type=section&id=Note%201%E2%80%94Organization%20and%20Basis%20of%20Consolidation%20and%20Presentation) This note describes Plains GP Holdings, L.P.'s organizational structure, its relationship with Plains All American Pipeline, L.P., and the basis for consolidating financial statements - Plains GP Holdings, L.P. (PAGP) is a Delaware limited partnership taxed as a corporation, whose principal cash flow sources are derived from an indirect investment in Plains All American Pipeline, L.P. (PAA)[21](index=21&type=chunk) - PAGP owns a **100%** managing member interest in Plains All American GP LLC (GP LLC) and an approximate **81%** limited partner interest in Plains AAP, L.P. (AAP); AAP, in turn, owns approximately **31%** of PAA's total outstanding common and Series A preferred units[22](index=22&type=chunk) - PAA operates as one of the largest midstream service providers in North America, focusing on crude oil and natural gas liquids (NGL) through extensive pipeline transportation, terminalling, storage, and gathering assets[23](index=23&type=chunk) - PAGP consolidates PAA and AAP, determining them to be Variable Interest Entities (VIEs) where PAGP is the primary beneficiary due to its power to direct activities and absorb significant losses/benefits[31](index=31&type=chunk) - Segment reporting was reorganized in Q4 2021 from three segments (Transportation, Facilities, Supply and Logistics) to two (Crude Oil and NGL), with prior period data recast for comparability[32](index=32&type=chunk) [Note 2—Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%E2%80%94Summary%20of%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies applied in preparing the unaudited financial statements, including cash and cash equivalents, and the adoption of new accounting standards - The financial statements are unaudited and prepared in accordance with SEC interim reporting instructions, including normal recurring adjustments[28](index=28&type=chunk) | Metric | March 31, 2022 (in millions) | December 31, 2021 (in millions) | | :------------------------------------ | :----------------------------- | :------------------------------ | | Cash and cash equivalents | $117 | $452 | | Restricted cash | $4 | $4 | | Total cash and cash equivalents and restricted cash | $121 | $456 | - PAGP adopted ASU 2020-06, simplifying accounting for convertible instruments, effective January 1, 2022, with no material impact on financial position, results of operations, or cash flows[35](index=35&type=chunk) [Note 3—Revenues and Accounts Receivable](index=12&type=section&id=Note%203%E2%80%94Revenues%20and%20Accounts%20Receivable) This note details the company's revenue recognition by segment and type, along with information on accounts receivable and remaining performance obligations | Revenue Type (Crude Oil Segment) | Three Months Ended March 31, 2022 (in millions) | Three Months Ended March 31, 2021 (in millions) | | :--------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Sales | $12,857 | $7,726 | | Transportation | $155 | $90 | | Terminalling, Storage and Other | $90 | $130 | | Total Crude Oil segment revenues | $13,102 | $7,946 | | Revenue Type (NGL Segment) | Three Months Ended March 31, 2022 (in millions) | Three Months Ended March 31, 2021 (in millions) | | :--------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Sales | $845 | $772 | | Transportation | $9 | $7 | | Terminalling, Storage and Other | $25 | $22 | | Total NGL segment revenues | $879 | $801 | - Total revenues from contracts with customers increased from **$8,747 million** in Q1 2021 to **$13,981 million** in Q1 2022, primarily driven by Crude Oil segment sales[38](index=38&type=chunk) | Remaining Performance Obligations (as of March 31, 2022, in millions) | Remainder of 2022 | 2023 | 2024 | 2025 | 2026 | 2027 and Thereafter | Total | | :---------------------------------------------------------------- | :---------------- | :--- | :--- | :--- | :--- | :------------------ | :---- | | Pipeline revenues supported by minimum volume commitments | $132 | $174 | $158 | $134 | $87 | $379 | $1,064 | | Terminalling, storage and other agreement revenues | $201 | $223 | $173 | $81 | $61 | $517 | $1,256 | | Total | $333 | $397 | $331 | $215 | $148 | $896 | $2,320 | - Trade accounts receivable and other receivables, net, increased from **$4,705 million** at December 31, 2021, to **$7,136 million** at March 31, 2022, with substantially all balances less than 30 days past their invoice date[11](index=11&type=chunk)[44](index=44&type=chunk) [Note 4—Net Income Per Class A Share](index=15&type=section&id=Note%204%E2%80%94Net%20Income%20Per%20Class%20A%20Share) This note provides a breakdown of net income attributable to PAGP and the calculation of basic and diluted net income per Class A share | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | Net income attributable to PAGP (in millions) | $22 | $70 | | Basic and diluted weighted average Class A shares outstanding (in millions) | 194 | 194 | | Basic and diluted net income per Class A share | $0.11 | $0.36 | - Basic and diluted net income per Class A share decreased from **$0.36** in Q1 2021 to **$0.11** in Q1 2022, reflecting the lower net income attributable to PAGP[49](index=49&type=chunk) - Potentially dilutive AAP units and AAP Management Units did not have a dilutive effect on basic net income per Class A share for both periods[48](index=48&type=chunk) [Note 5—Inventory, Linefill and Long-term Inventory](index=16&type=section&id=Note%205%E2%80%94Inventory%2C%20Linefill%20and%20Long-term%20Inventory) This note details the composition and carrying values of inventory, linefill, and long-term inventory as of March 31, 2022, and December 31, 2021 | Inventory Type | March 31, 2022 (Carrying Value in millions) | December 31, 2021 (Carrying Value in millions) | | :------------------- | :------------------------------------------ | :--------------------------------------------- | | Inventory subtotal | $527 | $783 | | Linefill subtotal | $919 | $907 | | Long-term inventory subtotal | $374 | $253 | | Total | $1,820 | $1,943 | - Total inventory decreased from **$1,943 million** at December 31, 2021, to **$1,820 million** at March 31, 2022, primarily due to a decrease in crude oil and NGL inventory[50](index=50&type=chunk) - Crude oil inventory volumes decreased from **8,041 thousand barrels** to **4,711 thousand barrels**, while its price per unit increased from **$67.65** to **$89.15**[50](index=50&type=chunk) [Note 6—Debt](index=17&type=section&id=Note%206%E2%80%94Debt) This note provides a breakdown of the company's short-term and long-term debt, including details on senior notes and outstanding letters of credit | Debt Type | March 31, 2022 (in millions) | December 31, 2021 (in millions) | | :-------------------- | :----------------------------- | :------------------------------ | | Total short-term debt | $900 | $822 | | Total long-term debt | $7,986 | $8,398 | | Total debt | $8,886 | $9,220 | - Total debt decreased by **$334 million** from December 31, 2021, to March 31, 2022, primarily due to repayments of PAA senior notes[51](index=51&type=chunk)[53](index=53&type=chunk) - PAA redeemed its **3.65%**, **$750 million** senior notes due June 2022 during the three months ended March 31, 2022[53](index=53&type=chunk) - Outstanding letters of credit decreased from **$98 million** at December 31, 2021, to **$34 million** at March 31, 2022[54](index=54&type=chunk) [Note 7—Partners' Capital and Distributions](index=18&type=section&id=Note%207%E2%80%94Partners%27%20Capital%20and%20Distributions) This note details the composition of partners' capital, including outstanding shares and distributions, and information on noncontrolling interests | Share Type | Outstanding at Dec 31, 2021 | Outstanding at Mar 31, 2022 | | :---------------- | :-------------------------- | :-------------------------- | | Class A Shares | 194,192,777 | 194,228,477 | | Class B Shares | 46,645,514 | 46,802,881 | | Class C Shares | 534,596,831 | 532,285,426 | | Distribution Payment Date | Distributions to Class A Shareholders (in millions) | Distributions per Class A Share | | :------------------------ | :------------------------------------------------ | :------------------------------ | | May 13, 2022 (payable) | $42 | $0.2175 | | February 14, 2022 (paid) | $35 | $0.1800 | - PAA repurchased **2.4 million** common units for **$25 million** during Q1 2022, reducing outstanding units, with remaining capacity under the program at **$247 million**[58](index=58&type=chunk) - Noncontrolling interests in subsidiaries include **69%** of PAA's common and Series A preferred units, **100%** of PAA's Series B preferred units, **19%** of AAP, **35%** of Permian JV, and **33%** of Red River LLC[57](index=57&type=chunk) [Note 8—Derivatives and Risk Management Activities](index=20&type=section&id=Note%208%E2%80%94Derivatives%20and%20Risk%20Management%20Activities) This note describes the company's use of derivative instruments to manage commodity price, interest rate, and currency exchange rate risks, and their impact on financial results - The company uses derivative instruments to manage commodity price risk, interest rate risk, and currency exchange rate risk, primarily for hedging purposes rather than speculation[62](index=62&type=chunk) | Commodity Derivative Impact on Earnings (in millions) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Product sales revenues | $(213) | $(314) | | Field operating costs | $13 | $39 | | Net loss from commodity derivative activity | $(200) | $(275) | - Net broker receivable from exchange-traded derivatives increased from **$259 million** at December 31, 2021, to **$373 million** at March 31, 2022, reflecting higher initial and variation margins[68](index=68&type=chunk) - Interest rate derivatives, designated as cash flow hedges, resulted in a net unrealized gain of **$32 million** in AOCI for Q1 2022, with a total net loss of **$173 million** deferred in AOCI as of March 31, 2022[71](index=71&type=chunk)[72](index=72&type=chunk) - The Preferred Distribution Rate Reset Option, an embedded derivative, resulted in a **$44 million** loss recognized in Q1 2022, increasing its fair value liability from less than **$1 million** to **$44 million**[73](index=73&type=chunk) [Note 9—Related Party Transactions](index=25&type=section&id=Note%209%E2%80%94Related%20Party%20Transactions) This note provides details on revenues, purchases, and receivables/payables arising from transactions with related parties | Metric (in millions) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Revenues from related parties | $12 | $7 | | Purchases and related costs from related parties | $97 | $90 | | Metric (in millions) | March 31, 2022 | December 31, 2021 | | :------------------------------------------------ | :------------- | :---------------- | | Trade accounts receivable and other receivables, net from related parties | $56 | $41 | | Trade accounts payable to related parties | $75 | $72 | - Transactions with related parties, including sales, transportation revenues, and purchases, are conducted at market-approximate rates[83](index=83&type=chunk) [Note 10—Commitments and Contingencies](index=25&type=section&id=Note%2010%E2%80%94Commitments%20and%20Contingencies) This note outlines the company's commitments and contingencies, including environmental liabilities, legal proceedings, and settlements related to the Line 901 incident - The company accrues undiscounted liabilities for probable and reasonably estimable loss contingencies, including legal fees[85](index=85&type=chunk) - Estimated undiscounted reserve for environmental liabilities (excluding Line 901) totaled **$59 million** at March 31, 2022, with **$11 million** probable of recovery from insurance/third parties[92](index=92&type=chunk) - For the Line 901 incident, aggregate total costs are estimated at **$725 million** as of March 31, 2022, including emergency response, clean-up, natural resource damages, fines, and settlements[101](index=101&type=chunk) - A Class Action Settlement for **$230 million** has been agreed in principle, and a Derivative Settlement for **$2.0 million** in attorneys' fees (paid by insurers) has been reached, both subject to court approval[98](index=98&type=chunk)[99](index=99&type=chunk) - As of March 31, 2022, a remaining undiscounted gross liability of **$335 million** related to Line 901 is recognized, with approximately **$240 million** receivable from insurance carriers, net of deductibles[102](index=102&type=chunk) [Note 11—Segment Information](index=31&type=section&id=Note%2011%E2%80%94Segment%20Information) This note provides financial information by operating segment, including Adjusted EBITDA for Crude Oil and NGL segments, and reconciliation to net income attributable to PAGP - Operating segments were reorganized in Q4 2021 into Crude Oil and NGL, with Segment Adjusted EBITDA modified to exclude amounts attributable to noncontrolling interests in consolidated joint ventures[106](index=106&type=chunk) | Segment Adjusted EBITDA (in millions) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Crude Oil Segment Adjusted EBITDA | $453 | $474 | | NGL Segment Adjusted EBITDA | $161 | $69 | | Total Segment Adjusted EBITDA | $614 | $543 | - Total Segment Adjusted EBITDA increased by **$71 million (13.1%)** year-over-year, driven by a significant increase in the NGL segment, partially offset by a decrease in Crude Oil[109](index=109&type=chunk) | Reconciliation Item (in millions) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Segment Adjusted EBITDA | $614 | $543 | | Adjustments (net) | $(48) | $(151) | | Income before tax | $244 | $445 | | Net income attributable to PAGP | $22 | $70 | [Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=35&type=section&id=Item%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial condition and operating results for the three months ended March 31, 2022, covering consolidated and segment performance, liquidity, and capital resources [Executive Summary](index=35&type=section&id=Executive%20Summary) This summary highlights key financial outcomes for Q1 2022, including net income changes and the primary drivers behind them, and PAGP's core business model - Net income for the first three months of 2022 was **$209 million**, a decrease from **$392 million** in the comparable 2021 period[119](index=119&type=chunk) - The decrease in net income was primarily driven by mark-to-market impacts of derivative instruments, sale of natural gas storage facilities, and higher field operating costs (including Line 901 incident costs), partially offset by favorable NGL margins and increased pipeline tariff volumes[119](index=119&type=chunk) - PAGP's sole cash-generating assets are indirect investments in Plains All American Pipeline, L.P. (PAA), a major North American midstream service provider for crude oil and NGL[116](index=116&type=chunk)[117](index=117&type=chunk) [Consolidated Results](index=36&type=section&id=Consolidated%20Results) This section provides a detailed analysis of the company's consolidated financial performance, including revenues, expenses, and net income, with comparative figures | Metric | 3M Ended Mar 31, 2022 (in millions) | 3M Ended Mar 31, 2021 (in millions) | Variance ($) | Variance (%) | | :------------------------------------ | :---------------------------------- | :---------------------------------- | :----------- | :----------- | | Product sales revenues | $13,381 | $8,083 | $5,298 | 66% | | Services revenues | $313 | $300 | $13 | 4% | | Purchases and related costs | $(12,785) | $(7,392) | $(5,393) | (73)% | | Field operating costs | $(346) | $(219) | $(127) | (58)% | | General and administrative expenses | $(83) | $(68) | $(15) | (22)% | | Depreciation and amortization | $(231) | $(178) | $(53) | (30)% | | Gains/(losses) on asset sales and impairments, net | $42 | $(2) | $44 | ** | | Equity earnings in unconsolidated entities | $97 | $88 | $9 | 10% | | Interest expense, net | $(107) | $(107) | $0 | 0% | | Other expense, net | $(37) | $(60) | $23 | 38% | | Income tax expense | $(35) | $(53) | $18 | 34% | | Net income | $209 | $392 | $(183) | (47)% | | Net income attributable to PAGP | $22 | $70 | $(48) | (69)% | | Basic and diluted net income per Class A share | $0.11 | $0.36 | $(0.25) | (69)% | - Product sales revenues and purchases increased significantly due to higher commodity prices and volumes in Q1 2022, with NYMEX WTI crude oil prices averaging **$95/barrel** compared to **$58/barrel** in Q1 2021[124](index=124&type=chunk) - Field operating costs increased by **$127 million**, primarily due to gains related to hedged power costs from Winter Storm Uri in Q1 2021 and additional estimated costs for the Line 901 incident in Q1 2022[119](index=119&type=chunk) - A **$40 million** gain was recognized from the sale of land and buildings in California during Q1 2022[129](index=129&type=chunk) | Non-GAAP Financial Measure (in millions) | 3M Ended Mar 31, 2022 | 3M Ended Mar 31, 2021 | Variance ($) | Variance (%) | | :--------------------------------------- | :-------------------- | :-------------------- | :----------- | :----------- | | Net income | $209 | $392 | $(183) | (47)% | | Adjusted EBITDA | $690 | $546 | $144 | 26% | | Adjusted EBITDA attributable to PAA | $614 | $543 | $71 | 13% | - Adjusted EBITDA increased by **26%** to **$690 million**, and Adjusted EBITDA attributable to PAA increased by **13%** to **$614 million**, indicating stronger core operating performance despite lower GAAP net income[137](index=137&type=chunk) [Analysis of Operating Segments](index=40&type=section&id=Analysis%20of%20Operating%20Segments) This section analyzes the financial performance of the Crude Oil and NGL operating segments, detailing Adjusted EBITDA and average volumes - The Crude Oil segment's Adjusted EBITDA decreased by **4%** to **$453 million**, primarily due to the sale of natural gas storage facilities and Q1 2021 gains from Winter Storm Uri, partially offset by higher pipeline tariff volumes[143](index=143&type=chunk)[146](index=146&type=chunk) | Crude Oil Segment Average Volumes (in thousands of barrels per day) | 3M Ended Mar 31, 2022 | 3M Ended Mar 31, 2021 | Variance | Variance (%) | | :---------------------------------------------------------------- | :-------------------- | :-------------------- | :------- | :----------- | | Crude oil pipelines tariff activities total volumes | 7,159 | 5,430 | 1,729 | 32% | | Crude oil lease gathering purchases | 1,361 | 1,174 | 187 | 16% | - The NGL segment's Adjusted EBITDA increased by **133%** to **$161 million**, driven by higher realized fractionation spreads and NGL sales prices, despite lower NGL sales volumes[156](index=156&type=chunk)[159](index=159&type=chunk) | NGL Segment Average Volumes (in thousands of barrels per day) | 3M Ended Mar 31, 2022 | 3M Ended Mar 31, 2021 | Variance | Variance (%) | | :------------------------------------------------------------ | :-------------------- | :-------------------- | :------- | :----------- | | NGL fractionation | 134 | 144 | (10) | (7)% | | NGL pipeline tariff | 176 | 183 | (7) | (4)% | | NGL sales | 168 | 220 | (52) | (24)% | - The Permian JV, formed in October 2021, added approximately **640 thousand barrels per day** of additional tariff volumes in the Permian Basin for the Crude Oil segment in Q1 2022[150](index=150&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity position, cash flow activities, capital expenditures, and financing strategies - As of March 31, 2022, the company had approximately **$2.4 billion** in total liquidity, including **$117 million** in cash and cash equivalents and **$2.284 billion** in available capacity under PAA's credit facilities and commercial paper program[162](index=162&type=chunk) - Net cash provided by operating activities decreased from **$789 million** in Q1 2021 to **$339 million** in Q1 2022, negatively impacted by working capital changes[165](index=165&type=chunk) | Capital Expenditures (in millions) | 3M Ended Mar 31, 2022 | 3M Ended Mar 31, 2021 | | :--------------------------------- | :-------------------- | :-------------------- | | Investment capital | $109 | $85 | | Maintenance capital | $27 | $35 | | Total | $136 | $120 | - Total investment capital for 2022 is projected at **$330 million** (**$275 million** net to interest), with approximately half allocated to Permian JV assets; maintenance capital is projected at **$220 million** (**$210 million** net to interest)[167](index=167&type=chunk) - Net borrowings under PAA's credit facilities and commercial paper program were **$382 million** in Q1 2022, compared to net repayments of **$576 million** in Q1 2021[172](index=172&type=chunk)[173](index=173&type=chunk) - A quarterly cash distribution of **$0.2175** per Class A share (**$0.87** annualized) was declared for Q1 2022, an increase of **$0.0375** per share from the prior quarter[179](index=179&type=chunk) | Purchase Obligations (in millions) | Remainder of 2022 | 2023 | 2024 | 2025 | 2026 | 2027 and Thereafter | Total | | :--------------------------------- | :---------------- | :--- | :--- | :--- | :--- | :------------------ | :---- | | Crude oil, NGL and other purchases | $23,259 | $26,253 | $25,271 | $24,414 | $23,148 | $72,905 | $195,250 | [Recent Accounting Pronouncements](index=49&type=section&id=Recent%20Accounting%20Pronouncements) This section reports on the adoption of new accounting pronouncements and their impact on the company's financial statements - No new accounting pronouncements became effective or were issued during Q1 2022 that are of significance or potential significance, other than the adoption of ASU 2020-06, which had no material impact[34](index=34&type=chunk)[35](index=35&type=chunk) [Forward-Looking Statements](index=50&type=section&id=Forward-Looking%20Statements) This section outlines the nature of forward-looking statements within the report and identifies key factors that could cause actual results to differ materially - The report contains forward-looking statements regarding future events, business strategy, plans, and objectives, based on reasonable assumptions[188](index=188&type=chunk) - Key factors that could cause actual results to differ materially include global crude oil demand and prices, competition, societal sentiment towards hydrocarbons, market structure changes, general economic conditions, regulatory impacts, environmental liabilities, and operational risks[189](index=189&type=chunk)[191](index=191&type=chunk) [Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=52&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section details the company's exposure to market risks, including commodity price, interest rate, and currency exchange rate risks, and its strategies for managing these through derivative instruments [Commodity Price Risk](index=52&type=section&id=Commodity%20Price%20Risk) This section describes the company's exposure to commodity price fluctuations and its use of derivatives to hedge crude oil, natural gas, and NGL price risks - The company uses derivatives to hedge price risk for crude oil (anticipated purchases/sales, stored inventory, basis differentials), natural gas (processing assets, operational fuel gas), and NGL (commercial activities, sales of specification products, stored inventory)[193](index=193&type=chunk) | Commodity | Fair Value (in millions) | Effect of 10% Price Increase (in millions) | Effect of 10% Price Decrease (in millions) | | :---------- | :----------------------- | :----------------------------------------- | :----------------------------------------- | | Crude oil | $(62) | $(40) | $40 | | Natural gas | $130 | $34 | $(34) | | NGL and other | $(217) | $(95) | $95 | | Total fair value | $(149) | | | - The fair value of commodity derivatives was a net liability of **$149 million** as of March 31, 2022; a **10%** price increase would result in a **$101 million** decrease in fair value, while a **10%** decrease would result in a **$101 million** increase[194](index=194&type=chunk) [Interest Rate Risk](index=53&type=section&id=Interest%20Rate%20Risk) This section outlines the company's exposure to interest rate fluctuations on variable rate debt and its use of interest rate derivatives for hedging - The company is exposed to interest rate risk from variable rate debt and forecasted fixed rate debt issuances, managed through interest rate derivatives (forward starting interest rate swaps and treasury locks)[196](index=196&type=chunk) - Variable rate debt outstanding at March 31, 2022, was approximately **$382 million**, with an average interest rate of **1.0%** during Q1 2022[196](index=196&type=chunk) - The fair value of interest rate derivatives was a net asset of **$97 million** as of March 31, 2022; a **10%** increase or decrease in the forward LIBOR curve would impact fair value by **$18 million**[196](index=196&type=chunk) [Preferred Distribution Rate Reset Option](index=53&type=section&id=Preferred%20Distribution%20Rate%20Reset%20Option) This section describes the Preferred Distribution Rate Reset Option as an embedded derivative and its fair value liability - The Preferred Distribution Rate Reset Option in PAA's Series A preferred units is an embedded derivative, bifurcated and recorded at fair value as a liability[197](index=197&type=chunk) - Its fair value was a **$44 million** liability as of March 31, 2022; a **10%** change in fair value would result in a **$4 million** impact[197](index=197&type=chunk) [Item 4. CONTROLS AND PROCEDURES](index=53&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) This section confirms the effectiveness of the company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the quarter - Management, under the supervision of the CEO and CFO, concluded that the company's disclosure controls and procedures (DCP) were effective as of March 31, 2022[199](index=199&type=chunk) - There were no changes in internal control over financial reporting during Q1 2022 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[200](index=200&type=chunk) [PART II. OTHER INFORMATION](index=54&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, equity sales, and exhibits [Item 1. LEGAL PROCEEDINGS](index=54&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) This section incorporates by reference the detailed discussion of legal proceedings from Note 10, covering general legal and environmental matters, and the Line 901 incident - Information on legal proceedings is incorporated by reference from Note 10 to the Condensed Consolidated Financial Statements[203](index=203&type=chunk) [Item 1A. RISK FACTORS](index=54&type=section&id=Item%201A.%20RISK%20FACTORS) This section refers to the comprehensive discussion of risk factors in the 2021 Annual Report on Form 10-K, highlighting potential adverse impacts on business and financial condition - A discussion of risk factors is provided in Item 1A of the 2021 Annual Report on Form 10-K[204](index=204&type=chunk) - These risks, along with other unknown or unpredictable factors, could adversely affect the company's business, financial condition, and results of operations[204](index=204&type=chunk) [Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=54&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section details the issuance of Class A shares through the exercise of Exchange Rights, which are exempt from registration and non-dilutive - During Q1 2022, **35,700** Class A shares were issued due to the exercise of Exchange Rights by Legacy Owners or their permitted transferees[205](index=205&type=chunk) - These issuances were exempt from registration requirements under Section 4(a)(2) of the Securities Act of 1933 and were not dilutive, as the company received equivalent AAP units and general partner units[205](index=205&type=chunk) [Item 3. DEFAULTS UPON SENIOR SECURITIES](index=54&type=section&id=Item%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) This section states that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[206](index=206&type=chunk) [Item 4. MINE SAFETY DISCLOSURES](index=54&type=section&id=Item%204.%20MINE%20SAFETY%20DISCLOSURES) This section indicates that mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable[207](index=207&type=chunk) [Item 5. OTHER INFORMATION](index=54&type=section&id=Item%205.%20OTHER%20INFORMATION) This section states that there is no other information to report under this item - No other information is reported under this item[208](index=208&type=chunk) [Item 6. EXHIBITS](index=55&type=section&id=Item%206.%20EXHIBITS) This section lists all exhibits filed as part of the Form 10-Q, including organizational documents, debt indentures, shareholder agreements, certifications, and XBRL data - The exhibits include various organizational documents, debt indentures, shareholder agreements, and certifications[210](index=210&type=chunk)[211](index=211&type=chunk) - Certifications of the Principal Executive Officer and Principal Financial Officer are filed as Exhibits 31.1, 31.2, 32.1, and 32.2[211](index=211&type=chunk) - XBRL Instance Document and Taxonomy Extension Documents are included as Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, and 104[213](index=213&type=chunk)

Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-36132 PLAINS GP HOLDINGS, L.P. (Exact name of registrant as specified in its charter) Delaware 90-1005472 (State or other ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________ FORM 10-Q ________________________________________________________________________________________________________________________________ ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________ FORM 10-Q ________________________________________________________________________________________________________________________________ ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE A ...

Houston, TX | August 3, 2021 2Q 2021 Earnings Package Index PAA PAGP 2 Conference Call Prepared Remarks Conference Call Slides PAA / PAGP Earnings Release and Guidance PAA Non-GAAP Reconciliations Second-Quarter 2021 Earnings Conference Call Tuesday, August 3, 2021 Roy Lamoreaux: Thank you, Carl. Good afternoon, and welcome to Plains All American's second-quarter 2021 earnings call. Today's slide presentation is posted on the Investor Relations website under the "News & Events" section at plainsallamerican. ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________ FORM 10-Q ________________________________________________________________________________________________________________________________ ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ...

Houston, Texas | May 4, 2021 1Q21 EARNINGS CALL Forward-Looking Statements & Non-GAAP Financial Measures Disclosure This presentation contains forward-looking statements, including, in particular, statements about the performance, plans, strategies and objectives for future operations of Plains All American Pipeline, L.P. ("PAA") and Plains GP Holdings, L.P. ("PAGP"). These forward-looking statements are based on PAA's current views with respect to future events, based on what we believe to be reasonable as ...