Plains GP (PAGP) - 2025 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This part presents the unaudited condensed consolidated financial statements, management's discussion, and market risk disclosures Item 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS This section presents the unaudited condensed consolidated financial statements for Q1 2025 and 2024, including key financial statements and detailed notes Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and partners' capital at specific dates | ASSETS (in millions) | March 31, 2025 | December 31, 2024 | | :------------------- | :------------- | :---------------- | | Cash and cash equivalents | $429 | $349 | | Total current assets | $4,729 | $4,776 | | Property and equipment, net | $16,062 | $15,424 | | Total assets | $28,252 | $27,756 | | LIABILITIES AND PARTNERS' CAPITAL (in millions) | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Total current liabilities | $4,684 | $4,924 | | Total long-term liabilities | $9,508 | $8,516 | | Total partners' capital | $14,060 | $14,316 | | Total liabilities and partners' capital | $28,252 | $27,756 | - Total assets increased by $496 million from December 31, 2024, to March 31, 2025, primarily driven by an increase in Property and equipment, net, and Cash and cash equivalents[10] - Total liabilities increased by $752 million, mainly due to a significant rise in Senior notes, net, from $7,141 million to $8,131 million[10] Condensed Consolidated Statements of Operations This section presents the company's financial performance over the three-month periods, detailing revenues, expenses, and net income | (in millions, except per share data) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Total revenues | $12,011 | $11,995 | | Total costs and expenses | $11,479 | $11,626 | | Operating income | $532 | $369 | | Net income | $492 | $336 | | Net income attributable to PAGP | $84 | $42 | | Basic and diluted net income per Class A share | $0.42 | $0.21 | - Net income attributable to PAGP doubled from $42 million in Q1 2024 to $84 million in Q1 2025[12] - Operating income increased significantly by $163 million, from $369 million in Q1 2024 to $532 million in Q1 2025[12] Condensed Consolidated Statements of Comprehensive Income This section reports the total comprehensive income, including net income and other comprehensive income or loss components | (in millions) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------ | :-------------------------------- | :-------------------------------- | | Net income | $492 | $336 | | Other comprehensive income/(loss) | $5 | $(71) | | Comprehensive income | $497 | $265 | | Comprehensive income attributable to PAGP | $85 | $22 | - Comprehensive income attributable to PAGP increased nearly fourfold from $22 million in Q1 2024 to $85 million in Q1 2025, driven by a positive shift in other comprehensive income[14] Condensed Consolidated Statements of Changes in Accumulated Other Comprehensive Income/(Loss) This section details the changes in accumulated other comprehensive income or loss, primarily from derivative instruments and translation adjustments | (in millions) | Balance at Dec 31, 2024 | Total Period Activity (Q1 2025) | Balance at Mar 31, 2025 | | :------------ | :---------------------- | :------------------------------ | :---------------------- | | Derivative Instruments | $(44) | $0 | $(44) | | Translation Adjustments | $(1,039) | $5 | $(1,034) | | Total | $(1,083) | $5 | $(1,078) | | (in millions) | Balance at Dec 31, 2023 | Total Period Activity (Q1 2024) | Balance at Mar 31, 2024 | | :------------ | :---------------------- | :------------------------------ | :---------------------- | | Derivative Instruments | $(81) | $15 | $(66) | | Translation Adjustments | $(755) | $(86) | $(841) | | Total | $(836) | $(71) | $(907) | - Accumulated Other Comprehensive Income/(Loss) improved from a loss of $(1,083) million at December 31, 2024, to $(1,078) million at March 31, 2025, primarily due to positive currency translation adjustments[16] Condensed Consolidated Statements of Cash Flows This section outlines the cash inflows and outflows from operating, investing, and financing activities for the reported periods | (in millions) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash provided by operating activities | $638 | $418 | | Net cash used in investing activities | $(819) | $(261) | | Net cash provided by/(used in) financing activities | $262 | $(272) | | Net increase/(decrease) in cash and cash equivalents | $80 | $(119) | | Cash and cash equivalents, end of period | $429 | $334 | - Net cash provided by operating activities increased by $220 million (52.6%) year-over-year, reaching $638 million in Q1 2025[18] - Net cash used in investing activities significantly increased to $(819) million in Q1 2025 from $(261) million in Q1 2024, primarily due to higher cash paid for acquisitions[18] - Financing activities shifted from a net cash outflow of $(272) million in Q1 2024 to a net cash inflow of $262 million in Q1 2025, largely driven by proceeds from senior notes issuance[18] Condensed Consolidated Statements of Changes in Partners' Capital This section details the changes in partners' capital, including net income, distributions, and unit repurchases | (in millions) | Balance at Dec 31, 2024 | Net Income | Distributions | Repurchase of Series A preferred units | Balance at Mar 31, 2025 | | :------------ | :---------------------- | :--------- | :------------ | :------------------------------------- | :---------------------- | | Class A Shareholders | $1,351 | $84 | $(75) | $(12) | $1,356 | | Noncontrolling Interests | $12,965 | $408 | $(381) | $(301) | $12,704 | | Total Partners' Capital | $14,316 | $492 | $(456) | $(313) | $14,060 | - Total partners' capital decreased from $14,316 million at December 31, 2024, to $14,060 million at March 31, 2025, primarily due to distributions and the repurchase of Series A preferred units[19] Note 1. Organization and Basis of Consolidation and Presentation This note describes the company's organizational structure, its relationship with subsidiaries, and the basis for financial statement consolidation - Plains GP Holdings, L.P. (PAGP) is a Delaware limited partnership taxed as a corporation, with its sole cash flow derived from an indirect investment in Plains All American Pipeline, L.P. (PAA)[21] - As of March 31, 2025, PAGP owned an approximate 85% limited partner interest in Plains AAP L.P. (AAP), which in turn owned approximately 31% of PAA's total outstanding common and Series A preferred units[22] - PAA operates as one of North America's largest crude oil midstream service providers, with extensive pipeline, terminalling, storage, and gathering assets primarily focused on Crude Oil and NGL segments[23] - PAGP consolidates PAA and AAP, which are determined to be Variable Interest Entities (VIEs), as PAGP is the primary beneficiary with power to direct activities and absorb significant losses/benefits[29][32] Note 2. Revenues and Accounts Receivable This note details the company's revenue recognition from contracts with customers and provides information on remaining performance obligations | Revenues from Contracts with Customers (in millions) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Crude Oil segment revenues | $11,408 | $11,577 | | NGL segment revenues | $658 | $631 | | Total revenues from contracts with customers | $12,066 | $12,208 | - Total revenues from contracts with customers decreased slightly from $12,208 million in Q1 2024 to $12,066 million in Q1 2025[34] | Remaining Performance Obligations (in millions) | Remainder of 2025 | 2026 | 2027 | 2028 | 2029 | 2030 and Thereafter | | :-------------------------------------------- | :---------------- | :--- | :--- | :--- | :--- | :------------------ | | Pipeline revenues supported by minimum volume commitments and capacity agreements | $276 | $258 | $219 | $174 | $99 | $487 | | Terminalling, storage and other agreement revenues | $196 | $231 | $198 | $157 | $122 | $751 | | Total | $472 | $489 | $417 | $331 | $221 | $1,238 | - The company has significant remaining performance obligations, totaling $3,968 million, with a substantial portion extending to 2030 and thereafter[35] Note 3. Net Income Per Class A Share This note provides the calculation of basic and diluted net income per Class A share for the reported periods | (in millions, except per share data) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net income attributable to PAGP | $84 | $42 | | Basic and diluted weighted average Class A shares outstanding | 198 | 197 | | Basic and diluted net income per Class A share | $0.42 | $0.21 | - Basic and diluted net income per Class A share doubled to $0.42 in Q1 2025 from $0.21 in Q1 2024[42] - Possible exchange of 35 million and 36 million AAP units for Q1 2025 and Q1 2024, respectively, did not have a dilutive effect on basic net income per Class A share[41] Note 4. Inventory, Linefill and Long-term Inventory This note details the composition and valuation of inventory, linefill, and long-term inventory balances | (in millions) | March 31, 2025 | December 31, 2024 | | :------------ | :------------- | :---------------- | | Inventory subtotal | $335 | $439 | | Linefill subtotal | $988 | $968 | | Long-term inventory subtotal | $289 | $280 | | Total | $1,612 | $1,687 | - Total inventory, linefill, and long-term inventory decreased from $1,687 million at December 31, 2024, to $1,612 million at March 31, 2025[43] - Crude oil inventory decreased from 3,911 thousand barrels ($259 million) to 3,399 thousand barrels ($221 million), while NGL inventory decreased from 6,985 thousand barrels ($166 million) to 3,410 thousand barrels ($102 million)[43] Note 5. Debt This note provides details on the company's short-term and long-term debt, including recent issuances and outstanding letters of credit | (in millions) | March 31, 2025 | December 31, 2024 | | :------------ | :------------- | :---------------- | | Total short-term debt | $478 | $408 | | Total long-term debt | $8,204 | $7,213 | | Total debt | $8,682 | $7,621 | - Total debt increased by $1,061 million from December 31, 2024, to March 31, 2025, primarily due to an increase in long-term debt[44] - In January 2025, PAA issued $1.0 billion of 5.95% senior notes due June 2035[45] - Outstanding letters of credit decreased from $90 million at December 31, 2024, to $78 million at March 31, 2025[47] Note 6. Partners' Capital and Distributions This note outlines changes in outstanding shares, distributions to Class A shareholders, and details of noncontrolling interests | Shares Outstanding | December 31, 2024 | March 31, 2025 | | :----------------- | :---------------- | :------------- | | Class A Shares | 197,465,699 | 197,743,624 | | Class B Shares | 35,390,231 | 35,112,306 | | Class C Shares | 542,004,838 | 529,331,928 | - Class A shares outstanding increased by 277,925 due to Exchange Right exercises, while Class B and C shares decreased[48] | Distributions to Class A Shareholders | Quarter Ended March 31, 2025 | | :------------------------------------ | :--------------------------- | | Cash Distribution | $75 million |\n| Distribution per Unit | $0.38 | - PAA repurchased approximately 12.7 million Series A preferred units for $333 million in January 2025[51] - Noncontrolling interests in subsidiaries include 69% of PAA's common and Series A preferred units, 100% of PAA's Series B preferred units, 15% of AAP, 35% of Permian JV, 30% of Cactus II, and 33% of Red River[50][163] Note 7. Derivatives and Risk Management Activities This note describes the company's use of derivative instruments to manage commodity price and interest rate risks, along with their financial impact - The company uses derivative instruments to manage commodity price risk and interest rate risk, with a policy against speculating on price changes[54] | Commodity Derivative Impact on Earnings (in millions) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Product sales revenues | $(34) | $(173) | | Field operating costs | $(12) | $(16) | | Net loss from commodity derivative activity | $(46) | $(189) | - Net loss from commodity derivative activity significantly decreased from $(189) million in Q1 2024 to $(46) million in Q1 2025[61] | Net Derivative Asset/(Liability) (in millions) | March 31, 2025 | December 31, 2024 | | :--------------------------------------------- | :------------- | :---------------- | | Commodity derivatives | $(43) | $(76) | | Interest rate derivatives | $25 | $27 | | Total net derivative asset/(liability) | $(18) | $(49) | - The total net derivative asset/(liability) improved from a net liability of $(49) million at December 31, 2024, to $(18) million at March 31, 2025[66] Note 8. Related Party Transactions This note discloses revenues, purchases, and accounts receivable/payable arising from transactions with related parties - The company recognized $11 million in revenues from related parties and incurred $97 million in purchases and related costs from related parties for both Q1 2025 and Q1 2024[71] - Trade accounts receivable from related parties were $39 million at March 31, 2025, and $40 million at December 31, 2024[71] - Trade accounts payable to related parties were $68 million at March 31, 2025, and $66 million at December 31, 2024[71] Note 9. Commitments and Contingencies This note details the company's legal and environmental liabilities, including accruals for probable losses and disclosures of reasonably possible material losses - The company accrues undiscounted liabilities for probable and reasonably estimable losses, including legal fees, and discloses reasonably possible material losses[72][73] | Estimated Undiscounted Environmental Liabilities (in millions) | March 31, 2025 | December 31, 2024 | | :----------------------------------------------------------- | :------------- | :---------------- | | Other current liabilities | $29 | $15 | | Other long-term liabilities and deferred credits | $87 | $81 | | Total | $116 | $96 | - The estimated total costs for the Line 901 incident are approximately $870 million as of March 31, 2025, with a remaining undiscounted gross liability of approximately $4 million[81][82] - In March 2025, a crude oil release occurred on the Line 48 pipeline in Carson, California, with an estimated clean-up and remediation cost of approximately $20 million, of which $12 million was incurred by March 31, 2025[85] - The company settled a lawsuit with Hartree Natural Gas Storage, LLC in early 2025, with confidential terms and an immaterial payment[86] Note 10. Segment Information This note provides financial data for the company's two reportable segments, Crude Oil and NGL, and defines Segment Adjusted EBITDA - The company operates through two reportable segments: Crude Oil and NGL, with performance evaluated based on Segment Adjusted EBITDA[88] - Segment Adjusted EBITDA is defined as revenues and equity earnings in unconsolidated entities less significant segment expenses, adjusted for certain selected items impacting comparability and excluding amounts attributable to noncontrolling interests[89] | Segment Adjusted EBITDA (in millions) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Crude Oil Segment Adjusted EBITDA | $559 | $553 | | NGL Segment Adjusted EBITDA | $189 | $159 | | Total Segment Adjusted EBITDA | $748 | $712 | - Total Segment Adjusted EBITDA increased by $36 million (5.1%) year-over-year, reaching $748 million in Q1 2025[95] Note 11. Acquisitions This note details the company's acquisition activities during the reporting period, including the purchase of midstream assets - On January 31, 2025, the company acquired Ironwood Midstream Energy Partners II, LLC for approximately $481 million in cash, adding a gathering system in the Eagle Ford Basin to its Crude Oil segment[96] - In January 2025, the company also acquired EMG Medallion 2 Holdings, LLC (Medallion Midstream) for $163 million, expanding its crude oil gathering and transportation business in the Delaware Basin[100] - In February 2025, the company acquired the remaining 50% interest in Cheyenne Pipeline LLC through a non-monetary transaction, resulting in a net gain of approximately $31 million[101] Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on the company's financial performance and condition for Q1 2025 compared to Q1 2024, covering consolidated results, segment performance, liquidity, and capital resources Introduction This introduction sets the context for the management's discussion and analysis of the company's financial condition and results of operations - The discussion provides an understanding of the company's financial condition and results of operations, to be read in conjunction with the 2024 Annual Report on Form 10-K[102] Executive Summary This summary highlights key aspects of the company's structure, operations, and overall financial performance for the period - PAGP's sole cash-generating assets are an approximate 85% limited partner interest in AAP, which in turn owns a limited partner interest in PAA[103] - PAA is a major crude oil midstream service provider in North America, focusing on crude oil and NGL pipeline transportation, terminalling, storage, and gathering assets[104] - Net income increased to $492 million for Q1 2025 from $336 million for Q1 2024, driven by derivative mark-to-market valuations and higher Segment Adjusted EBITDA from Crude Oil and NGL segments[105] Results of Operations This section analyzes the consolidated financial results, detailing changes in revenues, expenses, and profitability drivers between the periods | (in millions, except per share data) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Variance ($) | Variance (%) | | :----------------------------------- | :-------------------------------- | :-------------------------------- | :----------- | :----------- | | Product sales revenues | $11,544 | $11,546 | $(2) | — % | | Services revenues | $467 | $449 | $18 | 4 % | | Purchases and related costs | $(10,761) | $(10,917) | $156 | 1 % | | Field operating costs | $(368) | $(358) | $(10) | (3)% | | General and administrative expenses | $(101) | $(97) | $(4) | (4)% | | Depreciation and amortization | $(262) | $(254) | $(8) | (3)% | | Gain on asset sales, net | $13 | — | $13 | N/A | | Equity earnings in unconsolidated entities | $103 | $95 | $8 | 8 % | | Gain on investments in unconsolidated entities, net | $31 | — | $31 | N/A | | Interest expense, net | $(107) | $(95) | $(12) | (13)% | | Other income/(expense), net | $6 | $(5) | $11 | ** | | Income tax expense | $(73) | $(28) | $(45) | (161)% | | Net income | $492 | $336 | $156 | 46 % | | Net income attributable to PAGP | $84 | $42 | $42 | 100 % | | Basic and diluted net income per Class A share | $0.42 | $0.21 | $0.21 | 100 % | - Net income attributable to PAGP increased by 100% year-over-year, from $42 million in Q1 2024 to $84 million in Q1 2025[107] - The increase in general and administrative expenses was primarily due to transaction costs associated with recent acquisitions[112] - Interest expense, net, increased by $12 million (13%) due to PAA's issuance of $1.0 billion, 5.95% senior notes in January 2025[115] - Income tax expense increased significantly by $45 million (161%) due to higher year-over-year income in Canadian operations and higher PAA earnings attributable to PAGP[117] Non-GAAP Financial Measures This section explains the use of non-GAAP financial measures, specifically Adjusted EBITDA, to provide additional insights into core operating performance - Management uses Adjusted EBITDA and Adjusted EBITDA attributable to PAA as non-GAAP financial measures to evaluate performance, providing additional information about core operating performance[118][121] | (in millions) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Variance ($) | Variance (%) | | :------------------------------------ | :-------------------------------- | :-------------------------------- | :----------- | :----------- | | Adjusted EBITDA | $881 | $847 | $34 | 4 % | | Adjusted EBITDA attributable to PAA | $754 | $718 | $36 | 5 % | - Adjusted EBITDA increased by 4% to $881 million in Q1 2025, and Adjusted EBITDA attributable to PAA increased by 5% to $754 million[123] Analysis of Operating Segments This section provides a detailed analysis of the financial performance of the Crude Oil and NGL operating segments, highlighting key drivers of change - The Crude Oil segment's Adjusted EBITDA was $559 million in Q1 2025, a 1% increase from $553 million in Q1 2024, driven by higher tariff volumes and acquisitions, offset by higher operating expenses[127][129] - Crude oil pipeline tariff volumes increased by 6% overall, with Permian Basin volumes up 7% and South Texas / Eagle Ford up 30%[128][131] - The NGL segment's Adjusted EBITDA increased by 19% to $189 million in Q1 2025 from $159 million in Q1 2024, primarily due to higher NGL sales volumes, higher realized frac spreads, and lower field operating costs[138][139] - NGL fractionation volumes increased by 23%, NGL pipeline tariff volumes by 9%, and Propane and butane sales by 15% in Q1 2025 compared to Q1 2024[138] Liquidity and Capital Resources This section discusses the company's sources of liquidity, capital expenditures, debt activities, and future financial obligations - Primary liquidity sources are cash flow from operating activities and borrowings under PAA's credit facilities or commercial paper program[143] | Liquidity (in millions) | As of March 31, 2025 | | :---------------------- | :------------------- | | Availability under PAA senior unsecured revolving credit facility | $1,350 | | Availability under PAA senior secured hedged inventory facility | $1,315 | | Amounts outstanding under PAA commercial paper program | $(464) | | Subtotal | $2,201 | | Cash and cash equivalents | $428 | | Total | $2,629 | - Net cash provided by operating activities increased to $638 million in Q1 2025 from $418 million in Q1 2024[149] | Capital Expenditures (in millions) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Investment capital | $161 | $104 | | Maintenance capital | $41 | $57 | | Acquisition capital | $665 | $93 | | Total | $867 | $254 | - Total capital expenditures significantly increased to $867 million in Q1 2025 from $254 million in Q1 2024, primarily due to higher acquisition capital[153] - PAA issued $1.0 billion of 5.95% senior notes in January 2025, using proceeds to fund acquisitions, repurchase Series A preferred units, and repay debt[157] - The company will pay a quarterly cash distribution of $0.38 per Class A share on May 15, 2025[162] - Purchase obligations for crude oil, NGL, and other products are estimated at $111,079 million as of March 31, 2025, with $18,061 million due in the remainder of 2025[169] Recent Accounting Pronouncements This section provides an update on the adoption and impact of recent accounting pronouncements - No new significant accounting pronouncements became effective or were issued during Q1 2025[31][171] FORWARD-LOOKING STATEMENTS This section highlights that the report contains forward-looking statements subject to various risks and uncertainties that could impact future results - The report contains forward-looking statements regarding future events, business strategy, plans, and objectives, which are subject to various risks and uncertainties[173] - Key risk factors include general economic conditions, crude oil demand/prices, fluctuations in refinery capacity, competition, successful operation of joint ventures, environmental liabilities, and regulatory changes[173][174] Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section details the company's exposure to market risks, specifically commodity price and interest rate risks, and outlines mitigation strategies Commodity Price Risk This section describes the company's exposure to commodity price fluctuations and its use of derivative instruments to manage this risk - The company uses derivative instruments to hedge price risk for crude oil, natural gas, NGL, and other commodities, managing exposures related to inventory, anticipated purchases/sales, and basis differentials[177][179] | Commodity (in millions) | Fair Value (Mar 31, 2025) | Effect of 10% Price Increase | Effect of 10% Price Decrease | | :---------------------- | :------------------------ | :--------------------------- | :--------------------------- | | Crude oil | $20 | $19 | $(17) | | Natural gas | $7 | $7 | $(7) | | NGL and other | $(70) | $(28) | $28 | | Total fair value | $(43) | | | - A 10% price increase would result in a $19 million increase in crude oil derivative fair value and a $7 million increase for natural gas, while NGL and other derivatives would decrease by $28 million[180] Interest Rate Risk This section discusses the company's exposure to interest rate fluctuations and its use of derivative instruments to hedge this risk - The company uses interest rate derivatives (forward starting interest rate swaps and treasury locks) to hedge interest rate risk associated with variable rate debt and forecasted fixed rate debt issuances[181] - As of March 31, 2025, the fair value of interest rate derivatives was a net asset of $25 million[181] - A 10% increase or decrease in the forward SOFR curve would result in a $19 million increase or decrease, respectively, in the fair value of interest rate derivatives[181] - A 100 basis point change in interest rates would increase or decrease annual distributions on PAA's Series B preferred units by approximately $8 million[182] Item 4. CONTROLS AND PROCEDURES This section confirms the effectiveness of the company's disclosure controls and procedures and reports no material changes in internal control over financial reporting - Management, with CEO and CFO participation, concluded that the company's disclosure controls and procedures (DCP) were effective as of March 31, 2025[184] - No changes in internal control over financial reporting occurred during Q1 2025 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[185] PART II. OTHER INFORMATION This part addresses legal proceedings, risk factors, equity sales, defaults, and other miscellaneous information and exhibits Item 1. LEGAL PROCEEDINGS This section incorporates by reference the detailed discussion of legal proceedings from Note 9 to the Condensed Consolidated Financial Statements - Information regarding legal proceedings is included in Note 9 to the Condensed Consolidated Financial Statements[188] Item 1A. RISK FACTORS This section refers to the comprehensive discussion of risk factors in the company's 2024 Annual Report on Form 10-K, noting potential adverse impacts - For a discussion of risk factors, refer to Item 1A of the 2024 Annual Report on Form 10-K[189] Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section states that there were no unregistered sales of equity securities or issuer purchases of equity securities during the reporting period - No unregistered sales of equity securities occurred during the period[190] - No issuer purchases of equity securities occurred during the period[191] Item 3. DEFAULTS UPON SENIOR SECURITIES This section confirms that there were no defaults upon senior securities during the reporting period - No defaults upon senior securities occurred during the period[192] Item 4. MINE SAFETY DISCLOSURES This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[193] Item 5. OTHER INFORMATION This section states that no directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2025[194] Item 6. EXHIBITS This section lists all exhibits filed with the Form 10-Q, including organizational documents, indentures for senior notes, and certifications - The exhibits include various organizational documents, such as the Certificate of Limited Partnership and Amended and Restated Agreements for Plains GP Holdings, L.P. and its subsidiaries[196] - Numerous supplemental indentures for PAA's senior notes, including the Thirty-Fourth Supplemental Indenture for 5.950% Senior Notes due 2035, are listed[196][197] - Certifications from the Principal Executive Officer and Principal Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2) are filed or furnished with the report[197] SIGNATURES This section contains the duly authorized signatures of the registrant's Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer - The report is signed by Willie Chiang (Chairman and CEO), Al Swanson (EVP and CFO), and Chris Herbold (SVP, Finance and Chief Accounting Officer) of PAA GP Holdings LLC, as general partner of Plains GP Holdings, L.P.[203]