Business Wire | Aug 4, 2020 04:16PM EDT

Plains All American Pipeline and Plains GP Holdings Report Second-Quarter 2020 Results; Update 2020 Guidance

Aug. 04, 2020

HOUSTON--(BUSINESS WIRE)--Aug. 04, 2020--Plains All American Pipeline, L.P. (NYSE: PAA) and Plains GP Holdings (NYSE: PAGP) today reported second-quarter 2020 results and furnished updated 2020 guidance.

Summary

* Reported net income for the period of $142 million * Delivered second-quarter 2020 Adjusted EBITDA of $524 million * Updated full-year 2020 Adjusted EBITDA guidance to $2.5 billion (increase of $75 million, or 3%) * Reduced 2020 / 2021 expansion capital program to $1.45 billion (incremental reduction of $100 million, or 6%)

"We delivered second-quarter results slightly favorable to our expectations and raised our guidance for the year," stated Willie Chiang, Chairman and CEO of Plains. "We continue to focus on increasing free cash flow and improving our financial positioning, while protecting the health and safety of our team members, streamlining and optimizing our business, and lowering capital expenditures and costs in all areas. Today we announced a further $100 million reduction of our capital program, supplementing the significant capital reductions we announced in April. Despite meaningful uncertainty in the current environment, we are confident that we are taking the appropriate actions to position our business for the long-term."

Plains All American Pipeline



Summary Financial Information (unaudited)

(in millions, except per unit data)



Three Months Ended % Six Months Ended % June 30, June 30,

GAAP Results 2020 2019 Change 2020 2019 Change

Net income/(loss) $ 142 $ 446 (68 ) % $ (2,705 ) $ 1,416 (291 ) %attributableto PAA ^(1)

Diluted netincome/ $ 0.13 $ 0.54 (76 ) % $ (3.85 ) $ 1.74 (321 ) %(loss) percommon unit

Dilutedweightedaverage 728 800 (9 ) % 728 800 (9 ) %common unitsoutstanding^(2)

Net cashprovided by $ 84 $ 431 (81 ) % $ 974 $ 1,464 (33 ) %operatingactivities

Distributionper commonunit $ 0.18 $ 0.36 (50 ) % declared forthe period

_______________________________

Reported results for the three months ended June 30, 2020 include the write-down of certain of our investments in unconsolidated entities of $69^ million. Reported results for the six months ended June 30, 2020 include(1) aggregate non-cash goodwill and asset impairments and the write-down of certain of our investments in unconsolidated entities totaling $3.2 billion representing a six-month net loss of $4.42 after tax per common unit.

For the three and six months ended June 30, 2019, includes all potentially^ dilutive securities (our Series A preferred units and equity-indexed(2) compensation awards) outstanding during the period. See the "Computation of Basic and Diluted Net Income/(Loss) Per Common Unit" table attached hereto for additional information.

Three Months Ended % Six Months Ended % June 30, June 30,

Non-GAAP 2020 2019 Change 2020 2019 ChangeResults ^(1)

Adjusted netincome $ 233 $ 551 (58 ) % $ 688 $ 1,116 (38 ) %attributableto PAA

Dilutedadjusted net $ 0.25 $ 0.67 (63 ) % $ 0.81 $ 1.36 (40 ) %income percommon unit

Adjusted $ 524 $ 784 (33 ) % $ 1,319 $ 1,646 (20 ) %EBITDA

Implied DCFper common $ 0.41 $ 0.73 (44 ) % $ 1.23 $ 1.63 (25 ) %unit

Free cash $ (166 ) $ 10 ** $ 122 $ 614 **flow

Free cashflow after $ (359 ) $ (314 ) ** $ (370 ) $ 35 **distributions

_______________________________

** Indicates that variance as a percentage is not meaningful.

See the section of this release entitled "Non-GAAP Financial Measures and Selected Items Impacting Comparability" and the tables attached hereto for information regarding certain selected items that PAA believes impact^ comparability of financial results between reporting periods, as well as(1) for information regarding non-GAAP financial measures (such as Adjusted EBITDA, Implied DCF, Free Cash Flow and Free Cash Flow After Distributions) and their reconciliation to the most directly comparable measures as reported in accordance with GAAP.

Segment Adjusted EBITDA for the second quarter and first half of 2020 and 2019 is presented below:

Summary of Selected Financial Data by Segment (unaudited)

(in millions)



Segment Adjusted EBITDA

Supply Transportation Facilities and Logistics

Three Months Ended June 30, 2020 $ 346 $ 174 $ 3

Three Months Ended June 30, 2019 $ 410 $ 172 $ 200

Percentage change in Segment Adjusted (16 ) % 1 % (99 ) %EBITDA versus 2019 period



Segment Adjusted EBITDA

Supply Transportation Facilities and Logistics

Six Months Ended June 30, 2020 $ 788 $ 384 $ 144

Six Months Ended June 30, 2019 $ 809 $ 356 $ 478

Percentage change in Segment Adjusted (3 ) % 8 % (70 ) %EBITDA versus 2019 period

Second-quarter 2020 Transportation Segment Adjusted EBITDA decreased 16% versus comparable 2019 results, due to reductions in tariff volumes in multiple regions resulting from lower crude oil prices, production shut-ins, and tighter regional basis differentials during the quarter. Our Permian long-haul movements were the most notably impacted, a portion of which were minimum volume commitment deficiencies and will be made up and / or paid for in future periods.

Second-quarter 2020 Facilities Segment Adjusted EBITDA increased 1% versus comparable 2019 results primarily due to operational cost savings and increased capacity at certain of our Mid-Continent and Gulf Coast crude oil storage terminals, partially offset by the impact of asset sales.

Second-quarter 2020 Supply and Logistics Segment Adjusted EBITDA decreased by 99% versus comparable 2019 results due to less favorable crude oil differentials in both the Permian Basin and Canada, partially offset by the benefit of contango-based margin opportunities.

2020 Full-Year Guidance

The table below presents our full-year 2020 financial and operating guidance:

Financial and Operating Guidance (unaudited)

(in millions, except volumes, per unit and per barrel data)



Twelve Months Ended December 31,

2018 2019 2020 (G)

+ / -

Segment Adjusted EBITDA

Transportation $ 1,508 $ 1,722 $ 1,540

Facilities 711 705 700

Fee-Based $ 2,219 $ 2,427 $ 2,240

Supply and Logistics 462 803 260

Adjusted other income/(expense), net 3 7 -

Adjusted EBITDA ^(1) $ 2,684 $ 3,237 $ 2,500

Interest expense, net of certain non-cash (419 ) (407 ) (420 ) items ^(2)

Maintenance capital (252 ) (287 ) (215 )

Current income tax expense (66 ) (112 ) (35 )

Other 1 (55 ) 5

Implied DCF ^(1) $ 1,948 $ 2,376 $ 1,835

Preferred unit distributions paid ^(3) (161 ) (198 ) (200 )

Implied DCF Available to Common Unitholders $ 1,787 $ 2,178 $ 1,635



Implied DCF per Common Unit ^(1) $ 2.46 $ 2.99 $ 2.25

Implied DCF per Common Unit and Common $ 2.38 $ 2.91 $ 2.23 Equivalent Unit ^(1)



Distributions per Common Unit ^(4) $ 1.20 $ 1.38 $ 0.90

Common Unit Distribution Coverage Ratio 2.05x 2.17x 2.49x



Diluted Adjusted Net Income per Common Unit $ 1.88 $ 2.51 $ 1.49 ^(1)



Operating Data

Transportation

Average daily volumes (MBbls/d) 5,889 6,893 6,350

Segment Adjusted EBITDA per barrel $ 0.70 $ 0.68 $ 0.66



Facilities

Average capacity (MMBbls/Mo) 124 125 124

Segment Adjusted EBITDA per barrel $ 0.48 $ 0.47 $ 0.47



Supply and Logistics

Average daily volumes (MBbls/d) 1,309 1,369 1,250

Segment Adjusted EBITDA per barrel $ 0.97 $ 1.61 $ 0.57



Expansion Capital $ 1,888 $ 1,340 $ 1,000



Third-Quarter Adjusted EBITDA as Percentage 24 % 23 % 24 % of Full Year

_______________________________(G) 2020 Guidance forecasts are intended to be + / - amounts.

See the section of this release entitled "Non-GAAP Financial Measures and Selected Items Impacting Comparability" and the Non-GAAP Reconciliation tables attached hereto for information regarding non-GAAP financial measures and, for the historical 2018 and 2019 periods, their reconciliation to the most directly comparable measures as reported in accordance with GAAP. We do not provide a reconciliation of non-GAAP^ financial measures to the equivalent GAAP financial measures on a(1) forward-looking basis as it is impractical to forecast certain items that we have defined as "Selected Items Impacting Comparability" without unreasonable effort, due to the uncertainty and inherent difficulty of predicting the occurrence and financial impact of and the periods in which such items may be recognized. Thus, a reconciliation of non-GAAP financial measures to the equivalent GAAP financial measures could result in disclosure that could be imprecise or potentially misleading.

^ Excludes certain non-cash items impacting interest expense such as(2) amortization of debt issuance costs and terminated interest rate swaps.

Cash distributions paid to our preferred unitholders during the year presented. Distributions on our Series A preferred units were paid-in-kind^ for the February 2018 quarterly distribution. Distributions on our Series A(3) preferred units have been paid in cash since the May 2018 quarterly distribution. Distributions on our Series B preferred units are payable in cash semi-annually in arrears on May 15 and November 15.

Cash distributions per common unit paid during 2018 and 2019. 2020 (G)^ reflects the annualized distribution rate of $1.44 per common unit paid in(4) February and the decreased annualized distribution rate of $0.72 per common unit for the remainder of the year.

Plains GP Holdings

PAGP owns an indirect non-economic controlling interest in PAA's general partner and an indirect limited partner interest in PAA. As the control entity of PAA, PAGP consolidates PAA's results into its financial statements, which is reflected in the condensed consolidating balance sheet and income statement tables included at the end of this release. Information regarding PAGP's distributions is reflected below:

Q2 2020 Q1 2020 Q2 2019

Distribution per Class A share declared for the $ 0.18 $ 0.18 $ 0.36 period

Q2 2020 distribution percentage change from - % (50 ) %prior periods



Conference Call

PAA and PAGP will hold a joint conference call at 4:30 p.m. CT on Tuesday, August 4, 2020 to discuss the following items:

* PAA's second-quarter 2020 performance; * Capitalization and liquidity; and * Financial and operating guidance. Conference Call Webcast Instructions

To access the internet webcast, please go to https://event.webcasts.com/starthere.jsp?ei=1339500&tp_key=5263eed914.

Alternatively, the webcast can be accessed on our website (www.plainsallamerican.com) under Investor Relations (Navigate to: Investor Relations / either "PAA" or "PAGP" / News & Events / Quarterly Earnings). Following the live webcast, an audio replay in MP3 format will be available on our website within two hours after the end of the call and will be accessible for a period of 365 days. A transcript will also be available after the call at the above referenced website.

Non-GAAP Financial Measures and Selected Items Impacting Comparability

To supplement our financial information presented in accordance with GAAP, management uses additional measures known as "non-GAAP financial measures" in its evaluation of past performance and prospects for the future and to assess the amount of cash that is available for distributions, debt repayments and other general partnership purposes.

The primary additional measures used by management are earnings before interest, taxes, depreciation and amortization (including our proportionate share of depreciation and amortization of unconsolidated entities), gains and losses on asset sales and asset impairments, goodwill impairment losses and gains on and impairments of investments in unconsolidated entities, adjusted for certain selected items impacting comparability ("Adjusted EBITDA"), Implied distributable cash flow ("DCF"), Free Cash Flow and Free Cash Flow After Distributions.

Our definition and calculation of certain non-GAAP financial measures may not be comparable to similarly-titled measures of other companies. Adjusted EBITDA, Implied DCF and certain other non-GAAP financial performance measures are reconciled to Net Income/(Loss), and Free Cash Flow and Free Cash Flow After Distributions are reconciled to Net Cash Provided by Operating Activities, (the most directly comparable measures as reported in accordance with GAAP) for the historical periods presented in the tables attached to this release, and should be viewed in addition to, and not in lieu of, our Condensed Consolidated Financial Statements and notes thereto. In addition, we encourage you to visit our website at www.plainsallamerican.com (in particular the section under "Financial Information" entitled "Non-GAAP Reconciliations" within the Investor Relations tab), which presents a reconciliation of our commonly used non-GAAP and supplemental financial measures.

Performance Measures

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

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

Liquidity Measures

Management also uses the non-GAAP financial measures Free Cash Flow and Free Cash Flow After Distributions to assess the amount of cash that is available for distributions, debt repayments and other general partnership purposes. Free Cash Flow is defined as Net Cash Provided by Operating Activities, less Net Cash Used in Investing Activities, which primarily includes acquisition, expansion and maintenance capital expenditures, investments in unconsolidated entities and the impact from the purchase and sale of linefill and base gas, net of proceeds from the sales of assets and further impacted by distributions to, contributions from and proceeds from the sale of noncontrolling interests. Free Cash Flow is further reduced by cash distributions paid to preferred and common unitholders to arrive at Free Cash Flow After Distributions.

Forward-Looking Statements

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

Factors Related Primarily to the COVID-19 Pandemic and Excess Supply Situation:

* further declines in global crude oil demand and crude oil prices that correspondingly lead to a significant reduction of domestic crude oil, natural gas liquids ("NGL") and natural gas production (whether due to reduced producer cash flow to fund drilling activities or the inability of producers to access capital, or both, the unavailability of pipeline and/or storage capacity, the shutting-in of production by producers, government-mandated pro-ration orders, or other factors), which in turn could result in significant declines in the actual or expected volume of crude oil and NGL shipped, processed, purchased, stored, fractionated and/or gathered at or through the use of our assets and/or the reduction of commercial opportunities that might otherwise be available to us; * uncertainty regarding the length of time it will take for the United States, Canada, and the rest of the world to slow the spread of the COVID-19 virus to the point where applicable authorities are comfortable easing current restrictions on various commercial and economic activities and the extent to which consumer demand and demand for crude oil rebound once such restrictions are lifted; such restrictions are designed to protect public health but also have the effect of significantly reducing demand for crude oil; * uncertainty regarding the future actions of foreign oil producers such as Saudi Arabia and Russia and the risk that they take actions that will prolong or exacerbate the current over-supply of crude oil; * uncertainty regarding the timing, pace and extent of an economic recovery in the United States and elsewhere, which in turn will likely affect demand for crude oil and therefore the demand for the midstream services we provide and the commercial opportunities available to us; * the effect of an overhang of significant amounts of crude oil inventory stored in the United States and elsewhere and the impact that such inventory overhang ultimately has on the timing of a return to market conditions that are more conducive to an increase in drilling and production activities in the United States and a resulting increase in demand for the midstream services we provide; * the refusal or inability of our customers or counterparties to perform their obligations under their contracts with us (including commercial contracts, asset sale agreements and other agreements), whether justified or not and whether due to financial constraints (reduced creditworthiness, liquidity issues or insolvency), market constraints, legal constraints (including governmental orders or guidance), the exercise of contractual or common law rights that allegedly excuse their performance (such as force majeure or similar claims) or other factors; * our inability to perform our obligations under our contracts, whether due to non-performance by third parties, including our customers or counterparties, market constraints, third-party constraints, legal constraints (including governmental orders or guidance), or other factors; * operational difficulties due to physical distancing restrictions and the additional demands such restrictions may place on our employees; * disruptions to futures markets for crude oil, NGL and other petroleum products, which may impair our ability to execute our commercial and hedging strategies; * our inability to reduce capital expenditures to the extent forecasted, whether due to the incurrence of unexpected or unplanned expenditures, third-party claims or other factors; * the inability to complete forecasted asset sale transactions due to governmental action, litigation, counterparty non-performance or other factors;

General Factors:

* the effects of competition, including the effects of capacity overbuild in areas where we operate; * negative societal sentiment regarding the hydrocarbon energy industry and the continued development and consumption of hydrocarbons, which could influence consumer preferences and governmental or regulatory actions in ways that adversely impact our business; * unanticipated changes in crude oil and NGL market structure, grade differentials and volatility (or lack thereof); * environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves; * fluctuations in refinery capacity in areas supplied by our mainlines and other factors affecting demand for various grades of crude oil, NGL and natural gas and resulting changes in pricing conditions or transportation throughput requirements; * maintenance of our credit rating and ability to receive open credit from our suppliers and trade counterparties; * the occurrence of a natural disaster, catastrophe, terrorist attack (including eco-terrorist attacks) or other event, including cyber or other attacks on our electronic and computer systems; * the successful integration and future performance of acquired assets or businesses and the successful operation of joint ventures and joint operating arrangements we enter into from time to time, whether relating to assets operated by us or by third parties; * failure to implement or capitalize, or delays in implementing or capitalizing, on expansion projects, whether due to permitting delays, permitting withdrawals or other factors; * shortages or cost increases of supplies, materials or labor; * the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations, including legislation or regulatory initiatives that prohibit, restrict or regulate hydraulic fracturing; * tightened capital markets or other factors that increase our cost of capital or limit our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness; * general economic, market or business conditions (both within the United States and globally and including the potential for a recession or significant slowdown in economic activity levels) and the amplification of other risks caused by volatile financial markets, capital constraints and liquidity concerns; * the availability of, and our ability to consummate, divestitures, joint ventures, acquisitions or other strategic opportunities; * the currency exchange rate of the Canadian dollar; * continued creditworthiness of, and performance by, our counterparties, including financial institutions and trading companies with which we do business; * inability to recognize current revenue attributable to deficiency payments received from customers who fail to ship or move more than minimum contracted volumes until the related credits expire or are used; * non-utilization of our assets and facilities; * increased costs, or lack of availability, of insurance; * weather interference with business operations or project construction, including the impact of extreme weather events or conditions; * the effectiveness of our risk management activities; * fluctuations in the debt and equity markets, including the price of our units at the time of vesting under our long-term incentive plans; * risks related to the development and operation of our assets, including our ability to satisfy our contractual obligations to our customers; and * other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of crude oil, as well as in the storage of natural gas and the processing, transportation, fractionation, storage and marketing of NGL as discussed in the Partnerships' filings with the Securities and Exchange Commission.

PAA is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil, NGL and natural gas. PAA owns an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and NGL producing basins and transportation corridors and at major market hubs in the United States and Canada. On average, PAA handles more than 6 million barrels per day of crude oil and NGL in its Transportation segment. PAA is headquartered in Houston, Texas. More information is available at www.plainsallamerican.com.

PAGP is a publicly traded entity that owns an indirect, non-economic controlling general partner interest in PAA and an indirect limited partner interest in PAA, one of the largest energy infrastructure and logistics companies in North America. PAGP is headquartered in Houston, Texas. More information is available at www.plainsallamerican.com.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per unit data)



Three Months Ended Six Months Ended June 30, June 30,

2020 2019 2020 2019

REVENUES $ 3,225 $ 8,253 $ 11,494 $ 16,628



COSTS AND EXPENSES

Purchases and related 2,525 7,244 9,893 14,362 costs

Field operating costs 253 340 557 667

General and 72 75 141 151 administrative expenses

Depreciation and 166 147 333 283 amortization

(Gains)/losses on assetsales and asset (1 ) (4 ) 618 - impairments, net

Goodwill impairment - - 2,515 - losses

Total costs and 3,015 7,802 14,057 15,463 expenses



OPERATING INCOME/(LOSS) 210 451 (2,563 ) 1,165



OTHER INCOME/(EXPENSE)

Equity earnings in 81 83 191 172 unconsolidated entities

Gain on/(impairment of)investments in (69 ) - (91 ) 267 unconsolidatedentities, net

Interest expense, net (108 ) (103 ) (215 ) (203 )

Other income/(expense), 18 (6 ) (13 ) 18 net



INCOME/(LOSS) BEFORE 132 425 (2,691 ) 1,419 TAX

Current income tax (15 ) (24 ) (22 ) (53 ) expense

Deferred income tax 27 47 12 52 benefit



NET INCOME/(LOSS) 144 448 (2,701 ) 1,418

Net income attributableto noncontrolling (2 ) (2 ) (4 ) (2 ) interests

NET INCOME/(LOSS) $ 142 $ 446 $ (2,705 ) $ 1,416 ATTRIBUTABLE TO PAA



NET INCOME/(LOSS) PER COMMON UNIT:

Net income/(loss)allocated to common $ 92 $ 395 $ (2,805 ) $ 1,311 unitholders - Basic

Basic weighted averagecommon units 728 727 728 727 outstanding

Basic net income/(loss) $ 0.13 $ 0.54 $ (3.85 ) $ 1.80 per common unit



Net income/(loss)allocated to common $ 92 $ 433 $ (2,805 ) $ 1,389 unitholders - Diluted

Diluted weightedaverage common units 728 800 728 800 outstanding

Diluted net income/ $ 0.13 $ 0.54 $ (3.85 ) $ 1.74 (loss) per common unit

NON-GAAP ADJUSTED RESULTS

(in millions, except per unit data)

Three Months Ended Six Months Ended June 30, June 30,

2020 2019 2020 2019

Adjusted net income attributable to $ 233 $ 551 $ 688 $ 1,116 PAA



Diluted adjusted net income per $ 0.25 $ 0.67 $ 0.81 $ 1.36 common unit



Adjusted EBITDA $ 524 $ 784 $ 1,319 $ 1,646

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



CONDENSED CONSOLIDATED BALANCE SHEET DATA

(in millions)



June 30, December 31, 2020 2019

ASSETS

Current assets $ 3,161 $ 4,612

Property and equipment, net 14,600 15,355

Investments in unconsolidated entities 3,781 3,683

Goodwill - 2,540

Linefill and base gas 962 981

Long-term operating lease right-of-use assets, net 416 466

Long-term inventory 125 182

Other long-term assets, net 992 858

Total assets $ 24,037 $ 28,677



LIABILITIES AND PARTNERS' CAPITAL

Current liabilities $ 3,633 $ 5,017

Senior notes, net 9,067 8,939

Other long-term debt, net 326 248

Long-term operating lease liabilities 356 387

Other long-term liabilities and deferred credits 853 891

Total liabilities 14,235 15,482



Partners' capital excluding noncontrolling interests 9,659 13,062

Noncontrolling interests 143 133

Total partners' capital 9,802 13,195

Total liabilities and partners' capital $ 24,037 $ 28,677

DEBT CAPITALIZATION RATIOS

(in millions)

June 30, December 2020 31, 2019

Short-term debt $ 729 $ 504

Long-term debt 9,393 9,187

Total debt $ 10,122 $ 9,691



Long-term debt $ 9,393 $ 9,187

Partners' capital 9,802 13,195

Total book capitalization $ 19,195 $ 22,382

Total book capitalization, including short-term debt $ 19,924 $ 22,886



Long-term debt-to-total book capitalization 49 % 41 %

Total debt-to-total book capitalization, including 51 % 42 %short-term debt

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



COMPUTATION OF BASIC AND DILUTED NET INCOME/(LOSS) PER COMMON UNIT^ (1)

(in millions, except per unit data)



Three Months Ended Six Months Ended June 30, June 30,

2020 2019 2020 2019

Basic Net Income/(Loss) per Common Unit

Net income/(loss) $ 142 $ 446 $ (2,705 ) $ 1,416 attributable to PAA

Distributions to Series A (37 ) (37 ) (74 ) (74 ) preferred unitholders

Distributions to Series B (12 ) (12 ) (25 ) (25 ) preferred unitholders

Other (1 ) (2 ) (1 ) (6 )

Net income/(loss)allocated to common $ 92 $ 395 $ (2,805 ) $ 1,311 unitholders



Basic weighted average 728 727 728 727 common units outstanding



Basic net income/(loss) $ 0.13 $ 0.54 $ (3.85 ) $ 1.80 per common unit



Diluted Net Income/(Loss) per Common Unit

Net income/(loss) $ 142 $ 446 $ (2,705 ) $ 1,416 attributable to PAA

Distributions to Series A (37 ) - (74 ) - preferred unitholders

Distributions to Series B (12 ) (12 ) (25 ) (25 ) preferred unitholders

Other (1 ) (1 ) (1 ) (2 )

Net income/(loss)allocated to common $ 92 $ 433 $ (2,805 ) $ 1,389 unitholders



Basic weighted average 728 727 728 727 common units outstanding

Effect of dilutive securities:

Series A preferred units ^ - 71 - 71 (2)

Equity-indexedcompensation plan awards ^ - 2 - 2 (3)

Diluted weighted average 728 800 728 800 common units outstanding



Diluted net income/(loss) $ 0.13 $ 0.54 $ (3.85 ) $ 1.74 per common unit

_______________________________ We calculate net income/(loss) allocated to common unitholders based on the distributions pertaining to the current period's net income (whether paid in cash or in-kind). After adjusting for the appropriate period's^ distributions, the remaining undistributed earnings or excess(1) distributions over earnings, if any, are allocated to common unitholders and participating securities in accordance with the contractual terms of our partnership agreement in effect for the period and as further prescribed under the two-class method.

The possible conversion of our Series A preferred units and the impact of^ equity-indexed compensation plan awards was excluded from the calculation(2) of diluted net income/(loss) per common unit for the three and six months ended June 30, 2020 as the effect was antidilutive.

Our equity-indexed compensation plan awards that contemplate the issuance of common units are considered dilutive unless (i) they become vested only upon the satisfaction of a performance condition and (ii) that performance condition has yet to be satisfied. Equity-indexed compensation plan awards^ that are deemed to be dilutive are reduced by a hypothetical common unit(3) repurchase based on the remaining unamortized fair value, as prescribed by the treasury stock method in guidance issued by the FASB. For the three months ended June 30, 2020, such LTIP awards did not change the presentation of diluted weighted average common units outstanding or diluted net income/(loss) per common unit, and for the six months ended June 30, 2020, the effect of such LTIP awards was antidilutive.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



SELECTED ITEMS IMPACTING COMPARABILITY

(in millions)



Three Months Ended Six Months Ended June 30, June 30,

2020 2019 2020 2019

Selected Items Impacting Comparability: ^(1)

Gains/(losses) fromderivative activities, net of $ (99 ) $ (51 ) $ (104 ) $ 45 inventory valuationadjustments ^(2)

Long-term inventory costing 51 (25 ) (64 ) (4 ) adjustments ^(3)

Deficiencies under minimum (7 ) (1 ) (6 ) 7 volume commitments, net ^(4)

Equity-indexed compensation (5 ) (4 ) (8 ) (7 ) expense ^(5)

Net gain/(loss) on foreign 23 (8 ) (23 ) (12 ) currency revaluation ^(6)

Line 901 incident ^(7) - (10 ) - (10 )

Significantacquisition-related expenses - - (3 ) - ^(8)

Net gain on early repayment 3 - 3 - of senior notes ^(9)

Selected items impactingcomparability - Adjusted $ (34 ) $ (99 ) $ (205 ) $ 19 EBITDA

Gains/(losses) from - (1 ) - (1 ) derivative activities ^(2)

Gain on/(impairment of)investments in unconsolidated (69 ) - (91 ) 267 entities, net

Gains/(losses) on asset sales 1 4 (618 ) - and asset impairments, net

Goodwill impairment losses - - (2,515 ) -

Tax effect on selected items 11 (9 ) 36 15 impacting comparability

Selected items impactingcomparability - Adjusted net $ (91 ) $ (105 ) $ (3,393 ) $ 300 income attributable to PAA

_______________________________^ Certain of our non-GAAP financial measures may not be impacted by each of(1) the selected items impacting comparability.

We use derivative instruments for risk management purposes and our related processes include specific identification of hedging instruments to an underlying hedged transaction. Although we identify an underlying transaction for each derivative instrument we enter into, there may not be an accounting hedge relationship between the instrument and the underlying transaction. In the course of evaluating our results of operations, we^ identify the earnings that were recognized during the period related to(2) derivative instruments for which the identified underlying transaction does not occur in the current period and exclude the related gains and losses in determining adjusted results. In addition, we exclude gains and losses on derivatives that are related to investing activities, such as the purchase of linefill. We also exclude the impact of corresponding inventory valuation adjustments, as applicable, as well as the mark-to-market adjustment related to our Preferred Distribution Rate Reset Option.

We carry crude oil and NGL inventory comprised of minimum working inventory requirements in third-party assets and other working inventory that is needed for our commercial operations. We consider this inventory necessary to conduct our operations and we intend to carry this inventory^ for the foreseeable future. Therefore, we classify this inventory as(3) long-term on our balance sheet and do not hedge the inventory with derivative instruments (similar to linefill in our own assets). We treat the impact of changes in the average cost of the long-term inventory (that result from fluctuations in market prices) and write-downs of such inventory that result from price declines as a selected item impacting comparability.

We have certain agreements that require counterparties to deliver, transport or throughput a minimum volume over an agreed upon period. Substantially all of such agreements were entered into with counterparties to economically support the return on our capital expenditure necessary to construct the related asset. Some of these agreements include make-up rights if the minimum volume is not met. We record a receivable from the counterparty in the period that services are provided or when the transaction occurs, including amounts for deficiency obligations from counterparties associated with minimum volume commitments. If a^ counterparty has a make-up right associated with a deficiency, we defer(4) the revenue attributable to the counterparty's make-up right and subsequently recognize the revenue at the earlier of when the deficiency volume is delivered or shipped, when the make-up right expires or when it is determined that the counterparty's ability to utilize the make-up right is remote. We include the impact of amounts billed to counterparties for their deficiency obligation, net of applicable amounts subsequently recognized into revenue, as a selected item impacting comparability. We believe the inclusion of the contractually committed revenues associated with that period is meaningful to investors as the related asset has been constructed, is standing ready to provide the committed service and the fixed operating costs are included in the current period results.

Our total equity-indexed compensation expense includes expense associated with awards that will or may be settled in units and awards that will or may be settled in cash. The awards that will or may be settled in units are included in our diluted net income per unit calculation when the^ applicable performance criteria have been met. We consider the(5) compensation expense associated with these awards as a selected item impacting comparability as the dilutive impact of the outstanding awards is included in our diluted net income per unit calculation and the majority of the awards are expected to be settled in units. The portion of compensation expense associated with awards that are certain to be settled in cash is not considered a selected item impacting comparability.

During the periods presented, there were fluctuations in the value of the^ Canadian dollar to the U.S. dollar, resulting in gains and losses that(6) were not related to our core operating results for the period and were thus classified as a selected item impacting comparability.

^ Includes costs recognized during the period related to the Line 901(7) incident that occurred in May 2015, net of amounts we believe are probable of recovery from insurance.

^ Includes acquisition-related expenses associated with the Felix Midstream(8) LLC acquisition in February 2020.

^ Includes net gains recognized in connection with the repurchase of our(9) outstanding senior notes on the open market.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



SELECTED ITEMS IMPACTING COMPARABILITY (continued)

(in millions)



Twelve Months Ended December 31,

2019 2018

Selected Items Impacting Comparability: ^(1)

Gains/(losses) from derivative activities, net of $ (158 ) $ 505 inventory valuation adjustments ^(2)

Long-term inventory costing adjustments ^(3) 20 (21 )

Deficiencies under minimum volume commitments, net ^(4) 18 (7 )

Equity-indexed compensation expense ^(5) (17 ) (55 )

Net gain/(loss) on foreign currency revaluation ^(6) 1 1

Line 901 incident ^(7) (10 ) -

Selected items impacting comparability - Adjusted EBITDA $ (146 ) $ 423

Gains/(losses) from derivative activities ^(2) (1 ) 4

Gain on investment in unconsolidated entities 271 200

Gains/(losses) on asset sales and asset impairments, net (28 ) 114

Tax effect on selected items impacting comparability 12 (95 )

Selected items impacting comparability - Adjusted net $ 108 $ 646 income attributable to PAA

_______________________________^ Certain of our non-GAAP financial measures may not be impacted by each of(1) the selected items impacting comparability.

We use derivative instruments for risk management purposes and our related processes include specific identification of hedging instruments to an underlying hedged transaction. Although we identify an underlying transaction for each derivative instrument we enter into, there may not be an accounting hedge relationship between the instrument and the underlying transaction. In the course of evaluating our results of operations, we^ identify the earnings that were recognized during the period related to(2) derivative instruments for which the identified underlying transaction does not occur in the current period and exclude the related gains and losses in determining adjusted results. In addition, we exclude gains and losses on derivatives that are related to investing activities, such as the purchase of linefill. We also exclude the impact of corresponding inventory valuation adjustments, as applicable, as well as the mark-to-market adjustment related to our Preferred Distribution Rate Reset Option.

We carry crude oil and NGL inventory comprised of minimum working inventory requirements in third-party assets and other working inventory that is needed for our commercial operations. We consider this inventory necessary to conduct our operations and we intend to carry this inventory^ for the foreseeable future. Therefore, we classify this inventory as(3) long-term on our balance sheet and do not hedge the inventory with derivative instruments (similar to linefill in our own assets). We treat the impact of changes in the average cost of the long-term inventory (that result from fluctuations in market prices) and write-downs of such inventory that result from price declines as a selected item impacting comparability.

We have certain agreements that require counterparties to deliver, transport or throughput a minimum volume over an agreed upon period. Substantially all of such agreements were entered into with counterparties to economically support the return on our capital expenditure necessary to construct the related asset. Some of these agreements include make-up rights if the minimum volume is not met. We record a receivable from the counterparty in the period that services are provided or when the transaction occurs, including amounts for deficiency obligations from counterparties associated with minimum volume commitments. If a^ counterparty has a make-up right associated with a deficiency, we defer(4) the revenue attributable to the counterparty's make-up right and subsequently recognize the revenue at the earlier of when the deficiency volume is delivered or shipped, when the make-up right expires or when it is determined that the counterparty's ability to utilize the make-up right is remote. We include the impact of amounts billed to counterparties for their deficiency obligation, net of applicable amounts subsequently recognized into revenue, as a selected item impacting comparability. We believe the inclusion of the contractually committed revenues associated with that period is meaningful to investors as the related asset has been constructed, is standing ready to provide the committed service and the fixed operating costs are included in the current period results.

Our total equity-indexed compensation expense includes expense associated with awards that will or may be settled in units and awards that will or may be settled in cash. The awards that will or may be settled in units are included in our diluted net income per unit calculation when the^ applicable performance criteria have been met. We consider the(5) compensation expense associated with these awards as a selected item impacting comparability as the dilutive impact of the outstanding awards is included in our diluted net income per unit calculation and the majority of the awards are expected to be settled in units. The portion of compensation expense associated with awards that are certain to be settled in cash is not considered a selected item impacting comparability.

During the periods presented, there were fluctuations in the value of the^ Canadian dollar to the U.S. dollar, resulting in gains and losses that(6) were not related to our core operating results for the period and were thus classified as a selected item impacting comparability.

^ Includes costs recognized during the period related to the Line 901(7) incident that occurred in May 2015, net of amounts we believe are probable of recovery from insurance.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



COMPUTATION OF BASIC AND DILUTED ADJUSTED NET INCOME PER COMMON UNIT^ (1)

(in millions, except per unit data)



Three Months Ended Six Months Ended June 30, June 30,

2020 2019 2020 2019

Basic Adjusted Net Income per Common Unit

Net income/(loss) $ 142 $ 446 $ (2,705 ) $ 1,416 attributable to PAA

Selected items impactingcomparability - Adjusted 91 105 3,393 (300 ) net income attributable toPAA ^(2)

Adjusted net income $ 233 $ 551 $ 688 $ 1,116 attributable to PAA

Distributions to Series A (37 ) (37 ) (74 ) (74 ) preferred unitholders

Distributions to Series B (12 ) (12 ) (25 ) (25 ) preferred unitholders

Other (1 ) (2 ) (1 ) (3 )

Adjusted net incomeallocated to common $ 183 $ 500 $ 588 $ 1,014 unitholders



Basic weighted average 728 727 728 727 common units outstanding



Basic adjusted net income $ 0.25 $ 0.69 $ 0.81 $ 1.39 per common unit



Diluted Adjusted Net Income per Common Unit

Net income/(loss) $ 142 $ 446 $ (2,705 ) $ 1,416 attributable to PAA

Selected items impactingcomparability - Adjusted 91 105 3,393 (300 ) net income attributable toPAA ^(2)

Adjusted net income $ 233 $ 551 $ 688 $ 1,116 attributable to PAA

Distributions to Series A (37 ) - (74 ) - preferred unitholders

Distributions to Series B (12 ) (12 ) (25 ) (25 ) preferred unitholders

Other (1 ) (1 ) (1 ) (2 )

Adjusted net incomeallocated to common $ 183 $ 538 $ 588 $ 1,089 unitholders



Basic weighted average 728 727 728 727 common units outstanding

Effect of dilutive securities:

Series A preferred units ^ - 71 - 71 (3)

Equity-indexedcompensation plan awards ^ - 2 1 2 (4)

Diluted weighted average 728 800 729 800 common units outstanding



Diluted adjusted net $ 0.25 $ 0.67 $ 0.81 $ 1.36 income per common unit

_______________________________ We calculate adjusted net income allocated to common unitholders based on the distributions pertaining to the current period's net income (whether paid in cash or in-kind). After adjusting for the appropriate period's^ distributions, the remaining undistributed earnings or excess(1) distributions over earnings, if any, are allocated to the common unitholders and participating securities in accordance with the contractual terms of our partnership agreement in effect for the period and as further prescribed under the two-class method.

^ Certain of our non-GAAP financial measures may not be impacted by each of(2) the selected items impacting comparability.

^ The possible conversion of our Series A preferred units were excluded(3) from the calculation of diluted net income per common unit for the three and six months ended June 30, 2020 as the effect was antidilutive.

Our equity-indexed compensation plan awards that contemplate the issuance of common units are considered dilutive unless (i) they become vested only upon the satisfaction of a performance condition and (ii) that performance condition has yet to be satisfied. Equity-indexed^ compensation plan awards that are deemed to be dilutive are reduced by a(4) hypothetical common unit repurchase based on the remaining unamortized fair value, as prescribed by the treasury stock method in guidance issued by the FASB. For the three months ended June 30, 2020, such LTIP awards did not change the presentation of diluted weighted average common units outstanding or diluted adjusted net income per common unit.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



NON-GAAP RECONCILIATIONS



Net Income/(Loss) Per Common Unit to Adjusted Net Income Per Common UnitReconciliations:



Three Months Ended Six Months Ended June 30, June 30,

2020 2019 2020 2019

Basic net income/(loss) per $ 0.13 $ 0.54 $ (3.85 ) $ 1.80 common unit

Selected items impactingcomparability per common unit ^ 0.12 0.15 4.66 (0.41 ) (1)

Basic adjusted net income per $ 0.25 $ 0.69 $ 0.81 $ 1.39 common unit



Diluted net income/(loss) per $ 0.13 $ 0.54 $ (3.85 ) $ 1.74 common unit

Selected items impactingcomparability per common unit ^ 0.12 0.13 4.66 (0.38 ) (1)

Diluted adjusted net income per $ 0.25 $ 0.67 $ 0.81 $ 1.36 common unit

_______________________________^ See the "Selected Items Impacting Comparability" and the "Computation of(1) Basic and Diluted Adjusted Net Income/(Loss) Per Common Unit" tables for additional information.

Twelve Months Ended December 31,

2019 2018

Diluted net income per common unit $ 2.65 $ 2.71

Selected items impacting comparability per common unit (0.14 ) (0.83 ) ^(1)

Diluted adjusted net income per common unit $ 2.51 $ 1.88

_______________________________^ See the "Selected Items Impacting Comparability" table for additional(1) information.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



NON-GAAP RECONCILIATIONS (continued)

(in millions, except per unit and ratio data)



Three Months Ended Six Months Ended June 30, June 30,

2020 2019 2020 2019

Net Income/(Loss) toAdjusted EBITDA and Implied DCF Reconciliation

Net Income/(Loss) $ 144 $ 448 $ (2,701 ) $ 1,418

Interest expense, net 108 103 215 203

Income tax expense/ (12 ) (23 ) 10 1 (benefit)

Depreciation and 166 147 333 283 amortization

(Gains)/losses on assetsales and asset (1 ) (4 ) 618 - impairments, net

Goodwill impairment losses - - 2,515 -

(Gain on)/impairment ofinvestments in 69 - 91 (267 ) unconsolidated entities,net

Depreciation andamortization of 16 14 33 27 unconsolidated entities^(1)

Selected items impactingcomparability - Adjusted 34 99 205 (19 ) EBITDA ^(2)

Adjusted EBITDA $ 524 $ 784 $ 1,319 $ 1,646

Interest expense, net ofcertain non-cash items ^ (103 ) (98 ) (206 ) (194 ) (3)

Maintenance capital (54 ) (72 ) (104 ) (118 )

Current income tax expense (15 ) (24 ) (22 ) (53 )

Distributions fromunconsolidated entities inexcess of/(less than) 11 - 9 1 adjusted equity earnings ^(4)

Distributions tononcontrolling interests ^ (4 ) - (4 ) - (5)

Implied DCF $ 359 $ 590 $ 992 $ 1,282

Preferred unit (62 ) (62 ) (99 ) (99 ) distributions paid ^(6)

Implied DCF Available to $ 297 $ 528 $ 893 $ 1,183 Common Unitholders



Weighted Average Common 728 727 728 727 Units Outstanding

Weighted Average CommonUnits and Common 799 798 799 798 Equivalent Units



Implied DCF per Common $ 0.41 $ 0.73 $ 1.23 $ 1.63 Unit ^(7)

Implied DCF per CommonUnit and Common Equivalent $ 0.42 $ 0.71 $ 1.21 $ 1.58 Unit ^(8)



Cash Distribution Paid per $ 0.18 $ 0.36 $ 0.54 $ 0.66 Common Unit

Common Unit Cash $ 131 $ 262 $ 393 $ 480 Distributions ^(5)

Common Unit Distribution 2.27x 2.02x 2.27x 2.46x Coverage Ratio



Implied DCF Excess $ 166 $ 266 $ 500 $ 703

_______________________________^ Adjustment to add back our proportionate share of depreciation and(1) amortization expense of unconsolidated entities.

^ Certain of our non-GAAP financial measures may not be impacted by each of(2) the selected items impacting comparability.

^ Excludes certain non-cash items impacting interest expense such as(3) amortization of debt issuance costs and terminated interest rate swaps.

^ Comprised of cash distributions received from unconsolidated entities(4) less equity earnings in unconsolidated entities (adjusted for our proportionate share of depreciation and amortization).

^ Cash distributions paid during the period presented.(5)

Cash distributions paid to our preferred unitholders during the period presented. The current $0.5250 quarterly ($2.10 annualized) per unit distribution requirement of our Series A preferred units was paid-in-kind^ for each quarterly distribution from their issuance through February(6) 2018. Distributions on our Series A preferred units have been paid in cash since the May 2018 quarterly distribution. The current $61.25 per unit annual distribution requirement of our Series B preferred units, is payable in cash semi-annually in arrears on May 15 and November 15.

^ Implied DCF Available to Common Unitholders for the period divided by the(7) weighted average common units outstanding for the period.

Implied DCF Available to Common Unitholders for the period, adjusted for Series A preferred unit cash distributions paid, divided by the weighted^ average common units and common equivalent units outstanding for the(8) period. Our Series A preferred units are convertible into common units, generally on a one-for-one basis and subject to customary anti-dilution adjustments, in whole or in part, subject to certain minimum conversion amounts.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



NON-GAAP RECONCILIATIONS (continued)

(in millions, except per unit and ratio data)



Twelve Months Ended December 31,

2019 2018

Net Income to Adjusted EBITDA and Implied DCF Reconciliation

Net Income $ 2,180 $ 2,216

Interest expense, net 425 431

Income tax expense 66 198

Depreciation and amortization 601 520

(Gains)/losses on asset sales and asset impairments, 28 (114 ) net

Gain on investment in unconsolidated entities (271 ) (200 )

Depreciation and amortization of unconsolidated 62 56 entities^ (1)

Selected items impacting comparability - Adjusted 146 (423 ) EBITDA ^(2)

Adjusted EBITDA $ 3,237 $ 2,684

Interest expense, net of certain non-cash items ^(3) (407 ) (419 )

Maintenance capital (287 ) (252 )

Current income tax expense (112 ) (66 )

Distributions from unconsolidated entities in excess (49 ) 1 of/(less than) adjusted equity earnings ^(4)

Distributions to noncontrolling interests ^(5) (6 ) -

Implied DCF $ 2,376 $ 1,948

Preferred unit distributions paid ^(6) (198 ) (161 )

Implied DCF Available to Common Unitholders $ 2,178 $ 1,787



Weighted Average Common Units Outstanding 727 726

Weighted Average Common Units and Common Equivalent 798 797 Units



Implied DCF per Common Unit ^(7) $ 2.99 $ 2.46

Implied DCF per Common Unit and Common Equivalent $ 2.91 $ 2.38 Unit ^(8)



Cash Distribution Paid per Common Unit $ 1.38 $ 1.20

Common Unit Cash Distributions ^(5) $ 1,004 $ 871

Common Unit Distribution Coverage Ratio 2.17x 2.05x



Implied DCF Excess $ 1,174 $ 916

_______________________________^ Adjustment to add back our proportionate share of depreciation and(1) amortization expense of unconsolidated entities.

^ Certain of our non-GAAP financial measures may not be impacted by each of(2) the selected items impacting comparability.

^ Excludes certain non-cash items impacting interest expense such as(3) amortization of debt issuance costs and terminated interest rate swaps.

^ Comprised of cash distributions received from unconsolidated entities(4) less equity earnings in unconsolidated entities (adjusted for our proportionate share of depreciation and amortization).

^ Cash distributions paid during the period presented.(5)

Cash distributions paid to our preferred unitholders during the period presented. The $0.5250 quarterly ($2.10 annualized) per unit distribution requirement of our Series A preferred units was paid-in-kind for each^ quarterly distribution from their issuance through February 2018.(6) Distributions on our Series A preferred units have been paid in cash since the May 2018 quarterly distribution. The $61.25 per unit annual distribution requirement of our Series B preferred units, is payable in cash semi-annually in arrears on May 15 and November 15.

^ Implied DCF Available to Common Unitholders for the period divided by the(7) weighted average common units outstanding for the period.

Implied DCF Available to Common Unitholders for the period, adjusted for Series A preferred unit cash distributions paid, divided by the weighted^ average common units and common equivalent units outstanding for the(8) period. Our Series A preferred units are convertible into common units, generally on a one-for-one basis and subject to customary anti-dilution adjustments, in whole or in part, subject to certain minimum conversion amounts.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



NON-GAAP RECONCILIATIONS (continued)

Net Income/(Loss) Per Common Unit to Implied DCF Per Common Unit and CommonEquivalent Unit Reconciliations:



Three Months Ended Six Months Ended June 30, June 30,

2020 2019 2020 2019

Basic net income/(loss) per $ 0.13 $ 0.54 $ (3.85 ) $ 1.80 common unit

Reconciling items per common 0.28 0.19 5.08 (0.17 ) unit ^(1) (2)

Implied DCF per common unit $ 0.41 $ 0.73 $ 1.23 $ 1.63



Basic net income/(loss) per $ 0.13 $ 0.54 $ (3.85 ) $ 1.80 common unit

Reconciling items per commonunit and common equivalent unit 0.29 0.17 5.06 (0.22 ) ^(1) (3)

Implied DCF per common unit and $ 0.42 $ 0.71 $ 1.21 $ 1.58 common equivalent unit

Twelve Months Ended December 31,

2019 2018

Basic net income per common unit $ 2.70 $ 2.77

Reconciling items per common unit ^(1) (4) 0.29 (0.31 )

Implied DCF per common unit $ 2.99 $ 2.46



Basic net income per common unit $ 2.70 $ 2.77

Reconciling items per common unit and common equivalent 0.21 (0.39 ) unit ^(1) (5)

Implied DCF per common unit and common equivalent unit $ 2.91 $ 2.38

_______________________________^ Represents adjustments to Net Income to calculate Implied DCF Available(1) to Common Unitholders. See the "Net Income/(Loss) to Adjusted EBITDA and Implied DCF Reconciliation" table for additional information.

^ Based on weighted average common units outstanding for the period of 728(2) million, 727 million, 728 million and 727 million, respectively.

^ Based on weighted average common units outstanding for the period, as(3) well as weighted average Series A preferred units outstanding of 71 million for each of the periods presented.

^ Based on weighted average common units outstanding for the period of 727(4) million and 726 million, respectively.

^ Based on weighted average common units outstanding for the period, as(5) well as weighted average Series A preferred units outstanding of 71 million for each of the periods presented.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



NON-GAAP RECONCILIATIONS (continued)

(in millions)



Three Months Ended Six Months Ended June 30, June 30,

2020 2019 2020 2019

Free Cash Flow and Free CashFlow After Distributions Reconciliation ^(1):

Net cash provided by $ 84 $ 431 $ 974 $ 1,464 operating activities

Adjustments to reconcile netcash provided by operating activities to free cashflow:

Net cash used in investing (248 ) (549 ) (858 ) $ (978 ) activities

Cash contributions from 2 - 10 - noncontrolling interests

Cash distributions paid tononcontrolling interests ^ (4 ) - (4 ) - (2)

Sale of noncontrolling - 128 - 128 interest in a subsidiary

Free cash flow $ (166 ) $ 10 $ 122 $ 614

Cash distributions ^(3) (193 ) (324 ) (492 ) (579 )

Free cash flow after $ (359 ) $ (314 ) $ (370 ) $ 35 distributions

_______________________________ Management uses the Non-GAAP financial measures Free Cash Flow and Free^ Cash Flow After Distributions to assess the amount of cash that is(1) available for distributions, debt repayments and other general partnership purposes.

^ Cash distributions paid during the period presented.(2)

^ Cash distributions paid to preferred and common unitholders during the(3) period.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



SELECTED FINANCIAL DATA BY SEGMENT

(in millions)



Three Months Ended Three Months Ended June 30, 2020 June 30, 2019

Transportation Facilities Supply and Transportation Facilities Supply and Logistics Logistics

Revenues ^(1) $ 457 $ 276 $ 2,925 $ 559 $ 291 $ 7,915

Purchases andrelated costs (44 ) (7 ) (2,903 ) (48 ) (4 ) (7,700 ) ^(1)

Fieldoperating (140 ) (72 ) (45 ) (186 ) (88 ) (70 ) costs ^(1) (2)

Segmentgeneral andadministrative (24 ) (27 ) (21 ) (27 ) (21 ) (27 ) expenses ^(2)(3)

Equityearnings in 81 - - 83 - - unconsolidatedentities



Adjustments: ^ (4)

Depreciationandamortization 15 1 - 14 - - ofunconsolidatedentities

(Gains)/lossesfromderivativeactivities, (6 ) (1 ) 97 2 (7 ) 49 net ofinventoryvaluationadjustments

Long-terminventory - - (51 ) - - 25 costingadjustments

Deficienciesunder minimumvolume 4 3 - 1 - - commitments,net

Equity-indexedcompensation 3 1 1 2 1 1 expense

Net loss onforeign - - - - - 7 currencyrevaluation

Line 901 - - - 10 - - incident

SegmentAdjusted $ 346 $ 174 $ 3 $ 410 $ 172 $ 200 EBITDA



Maintenance $ 31 $ 15 $ 8 $ 39 $ 30 $ 3 capital

_______________________________^ Includes intersegment amounts.(1)

^ Field operating costs and Segment general and administrative expenses(2) include equity-indexed compensation expense.

Segment general and administrative expenses reflect direct costs^ attributable to each segment and an allocation of other expenses to the(3) segments. The proportional allocations by segment require judgment by management and are based on the business activities that exist during each period.

Represents adjustments utilized by our CODM in the evaluation of segment^ results. Many of these adjustments are also considered selected items(4) impacting comparability when calculating consolidated non-GAAP financial measures such as Adjusted EBITDA. See the "Selected Items Impacting Comparability" table for additional discussion.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



SELECTED FINANCIAL DATA BY SEGMENT

(in millions)



Six Months Ended Six Months Ended June 30, 2020 June 30, 2019

Transportation Facilities Supply and Transportation Facilities Supply and Logistics Logistics

Revenues ^(1) $ 1,036 $ 589 $ 10,834 $ 1,115 $ 589 $ 15,938

Purchases and (124 ) (10 ) (10,717 ) (100 ) (7 ) (15,262 ) related costs ^(1)

Field operating (302 ) (159 ) (103 ) (360 ) (175 ) (139 ) costs ^(1) (2)

Segment general andadministrative (51 ) (46 ) (44 ) (54 ) (41 ) (56 ) expenses ^(2) (3)

Equity earnings inunconsolidated 189 2 - 172 - - entities



Adjustments: ^(4)

Depreciation andamortization of 32 1 - 27 - - unconsolidatedentities

(Gains)/losses fromderivativeactivities, net of - - 121 2 (11 ) (21 ) inventory valuationadjustments

Long-term inventory - - 64 - - 4 costing adjustments

Deficiencies underminimum volume - 6 - (7 ) - - commitments, net

Equity-indexedcompensation 5 1 2 4 1 2 expense

Net (gain)/loss onforeign currency - - (13 ) - - 12 revaluation

Line 901 incident - - - 10 - -

Significantacquisition-related 3 - - - - - expenses

Segment Adjusted $ 788 $ 384 $ 144 $ 809 $ 356 $ 478 EBITDA



Maintenance capital $ 64 $ 29 $ 11 $ 67 $ 46 $ 5

_______________________________^ Includes intersegment amounts.(1)

^ Field operating costs and Segment general and administrative expenses(2) include equity-indexed compensation expense.

Segment general and administrative expenses reflect direct costs^ attributable to each segment and an allocation of other expenses to the(3) segments. The proportional allocations by segment require judgment by management and are based on the business activities that exist during each period.

Represents adjustments utilized by our CODM in the evaluation of segment^ results. Many of these adjustments are also considered selected items(4) impacting comparability when calculating consolidated non-GAAP financial measures such as Adjusted EBITDA. See the "Selected Items Impacting Comparability" table for additional discussion.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



OPERATING DATA BY SEGMENT^ (1)



Three Months Six Months Ended Ended June 30, June 30,

2020 2019 2020 2019

Transportation segment (average daily volumes in thousands of barrels per day):

Tariff activities volumes

Crude oil pipelines (by region):

Permian Basin ^(2) 4,161 4,575 4,663 4,423

South Texas / Eagle Ford ^(2) 321 448 389 454

Central ^(2) 355 525 380 517

Gulf Coast 118 147 131 152

Rocky Mountain ^(2) 244 313 258 307

Western 215 195 209 188

Canada 242 319 285 321

Crude oil pipelines 5,656 6,522 6,315 6,362

NGL pipelines 194 182 190 196

Tariff activities total volumes 5,850 6,704 6,505 6,558

Trucking volumes 64 83 80 88

Transportation segment total volumes 5,914 6,787 6,585 6,646



Facilities segment (average monthly volumes):

Liquids storage (average monthly capacity 109 109 110 109 in millions of barrels) ^(3)

Natural gas storage (average monthlyworking capacity in billions of cubic 67 63 65 63 feet)

NGL fractionation (average volumes in 122 137 138 147 thousands of barrels per day)

Facilities segment total volumes (averagemonthly volumes in millions of barrels) ^ 124 124 125 124 (4)



Supply and Logistics segment (averagedaily volumes in thousands of barrels per day):

Crude oil lease gathering purchases 1,077 1,102 1,198 1,115

NGL sales 94 158 156 242

Supply and Logistics segment total 1,171 1,260 1,354 1,357 volumes

_______________________________^ Average volumes are calculated as the total volumes (attributable to our(1) interest) for the period divided by the number of days or months in the period.

^ Region includes volumes (attributable to our interest) from pipelines(2) owned by unconsolidated entities.

^ Includes volumes (attributable to our interest) from facilities owned by(3) unconsolidated entities.

Facilities segment total volumes is calculated as the sum of: (i) liquids storage capacity; (ii) natural gas storage working capacity divided by 6^ to account for the 6:1 mcf of natural gas to crude Btu equivalent ratio(4) and further divided by 1,000 to convert to monthly volumes in millions; and (iii) NGL fractionation volumes multiplied by the number of days in the period and divided by the number of months in the period.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



NON-GAAP SEGMENT RECONCILIATIONS

(in millions)



Fee-based Segment Adjusted EBITDA to Adjusted EBITDA Reconciliations:



Three Months Six Months Ended Ended June 30, June 30,

2020 2019 2020 2019

Transportation Segment Adjusted EBITDA $ 346 $ 410 $ 788 $ 809

Facilities Segment Adjusted EBITDA 174 172 384 356

Fee-based Segment Adjusted EBITDA $ 520 $ 582 $ 1,172 $ 1,165

Supply and Logistics Segment Adjusted 3 200 144 478 EBITDA

Adjusted other income/(expense), net ^ 1 2 3 3 (1)

Adjusted EBITDA ^(2) $ 524 $ 784 $ 1,319 $ 1,646

Twelve Months Ended December 31,

2019 2018

Transportation Segment Adjusted EBITDA $ 1,722 $ 1,508

Facilities Segment Adjusted EBITDA 705 711

Fee-based Segment Adjusted EBITDA $ 2,427 $ 2,219

Supply and Logistics Segment Adjusted EBITDA 803 462

Adjusted other income/(expense), net ^(3) 7 3

Adjusted EBITDA ^(2) $ 3,237 $ 2,684

_______________________________ Represents "Other income/(expense), net" as reported on our Condensed Consolidated Statements of Operations, adjusted for selected items^ impacting comparability of $(17) million, $8 million, $16 million and $(1) (15) million for the three and six months ended June 30, 2020 and 2019, respectively. See the "Selected Items Impacting Comparability" table for additional information.

^ See the "Net Income/(Loss) to Adjusted EBITDA and Implied DCF(2) Reconciliation" table for reconciliation to Net Income/(Loss).

Represents "Other income/(expense), net" as reported on our Condensed^ Consolidated Statements of Operations, adjusted for selected items(3) impacting comparability of $(17) million and $10 million for the twelve months ended December 31, 2019 and 2018, respectively.

PLAINS GP HOLDINGS AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(in millions, except per share data)



Three Months Ended Three Months Ended June 30, 2020 June 30, 2019

Consolidating Consolidating

PAA Adjustments ^ PAGP PAA Adjustments ^ PAGP (1) (1)

REVENUES $ 3,225 $ - $ 3,225 $ 8,253 $ - $ 8,253



COSTS AND EXPENSES

Purchases and 2,525 - 2,525 7,244 - 7,244 related costs

Fieldoperating 253 - 253 340 - 340 costs

General andadministrative 72 2 74 75 1 76 expenses

Depreciationand 166 - 166 147 1 148 amortization

(Gains)/losseson asset salesand asset (1 ) - (1 ) (4 ) - (4 ) impairments,net

Goodwillimpairment - - - - - - losses

Total costs 3,015 2 3,017 7,802 2 7,804 and expenses



OPERATING 210 (2 ) 208 451 (2 ) 449 INCOME



OTHER INCOME/ (EXPENSE)

Equityearnings in 81 - 81 83 - 83 unconsolidatedentities

Gain on/(impairmentof) (69 ) - (69 ) - - - investments inunconsolidatedentities, net

Interest (108 ) - (108 ) (103 ) - (103 ) expense, net

Other income/ 18 - 18 (6 ) - (6 ) (expense), net



INCOME BEFORE 132 (2 ) 130 425 (2 ) 423 TAX

Current income (15 ) - (15 ) (24 ) - (24 ) tax expense

Deferredincome tax 27 (5 ) 22 47 (20 ) 27 benefit



NET INCOME 144 (7 ) 137 448 (22 ) 426

Net incomeattributableto (2 ) (119 ) (121 ) (2 ) (358 ) (360 ) noncontrollinginterests

NET INCOMEATTRIBUTABLE $ 142 $ (126 ) $ 16 $ 446 $ (380 ) $ 66 TO PAGP



BASIC NET INCOME PER CLASS A SHARE $ 0.09 $ 0.41



DILUTED NET INCOME PER CLASS A SHARE $ 0.09 $ 0.40



BASIC WEIGHTED AVERAGE CLASS A SHARES 184 162 OUTSTANDING



DILUTED WEIGHTED AVERAGE CLASS A SHARES 184 164 OUTSTANDING

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

PLAINS GP HOLDINGS AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(in millions, except per share data)



Six Months Ended Six Months Ended June 30, 2020 June 30, 2019

Consolidating Consolidating

PAA Adjustments ^ PAGP PAA Adjustments ^ PAGP (1) (1)

REVENUES $ 11,494 $ - $ 11,494 $ 16,628 $ - $ 16,628



COSTS AND EXPENSES

Purchases and 9,893 - 9,893 14,362 - 14,362 related costs

Fieldoperating 557 - 557 667 - 667 costs

General andadministrative 141 3 144 151 3 154 expenses

Depreciationand 333 2 335 283 1 284 amortization

(Gains)/losseson asset salesand asset 618 - 618 - - - impairments,net

Goodwillimpairment 2,515 - 2,515 - - - losses

Total costs 14,057 5 14,062 15,463 4 15,467 and expenses



OPERATING (2,563 ) (5 ) (2,568 ) 1,165 (4 ) 1,161 INCOME/(LOSS)



OTHER INCOME/ (EXPENSE)

Equityearnings in 191 - 191 172 - 172 unconsolidatedentities

Gain on/(impairmentof) (91 ) - (91 ) 267 - 267 investments inunconsolidatedentities, net

Interest (215 ) - (215 ) (203 ) - (203 ) expense, net

Other income/ (13 ) - (13 ) 18 - 18 (expense), net



INCOME/(LOSS) (2,691 ) (5 ) (2,696 ) 1,419 (4 ) 1,415 BEFORE TAX

Current income (22 ) - (22 ) (53 ) - (53 ) tax expense

Deferredincome tax 12 150 162 52 (74 ) (22 ) (expense)/benefit



NET INCOME/ (2,701 ) 145 (2,556 ) 1,418 (78 ) 1,340 (LOSS)

Net (income)/lossattributable (4 ) 1,995 1,991 (2 ) (1,125 ) (1,127 ) tononcontrollinginterests

NET INCOME/(LOSS) $ (2,705 ) $ 2,140 $ (565 ) $ 1,416 $ (1,203 ) $ 213 ATTRIBUTABLETO PAGP



BASIC NET INCOME/(LOSS) PER CLASS A SHARE $ (3.08 ) $ 1.32



DILUTED NET INCOME/(LOSS) PER CLASS A SHARE $ (3.08 ) $ 1.32



BASIC WEIGHTED AVERAGE CLASS A SHARES 183 161 OUTSTANDING



DILUTED WEIGHTED AVERAGE CLASS A SHARES 183 161 OUTSTANDING

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

PLAINS GP HOLDINGS AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



CONDENSED CONSOLIDATING BALANCE SHEET DATA

(in millions)



June 30, 2020 December 31, 2019

Consolidating Consolidating

PAA Adjustments ^ PAGP PAA Adjustments ^ PAGP (1) (1)

ASSETS

Current assets $ 3,161 $ 2 $ 3,163 $ 4,612 $ 2 $ 4,614

Property and 14,600 10 14,610 15,355 12 15,367 equipment, net

Investments inunconsolidated 3,781 - 3,781 3,683 - 3,683 entities

Goodwill - - - 2,540 - 2,540

Deferred tax - 1,442 1,442 - 1,280 1,280 asset

Linefill and 962 - 962 981 - 981 base gas

Long-termoperatinglease 416 - 416 466 - 466 right-of-useassets, net

Long-term 125 - 125 182 - 182 inventory

Otherlong-term 992 (2 ) 990 858 (2 ) 856 assets, net

Total assets $ 24,037 $ 1,452 $ 25,489 $ 28,677 $ 1,292 $ 29,969



LIABILITIESAND PARTNERS' CAPITAL

Current $ 3,633 $ 1 $ 3,634 $ 5,017 $ 2 $ 5,019 liabilities

Senior notes, 9,067 - 9,067 8,939 - 8,939 net

Otherlong-term 326 - 326 248 - 248 debt, net

Long-termoperating 356 - 356 387 - 387 leaseliabilities

Otherlong-termliabilities 853 - 853 891 - 891 and deferredcredits

Total $ 14,235 $ 1 $ 14,236 $ 15,482 $ 2 $ 15,484 liabilities



Partners'capitalexcluding 9,659 (8,194 ) 1,465 13,062 (10,907 ) 2,155 noncontrollinginterests

Noncontrolling 143 9,645 9,788 133 12,197 12,330 interests

Totalpartners' 9,802 1,451 11,253 13,195 1,290 14,485 capital

Totalliabilities $ 24,037 $ 1,452 $ 25,489 $ 28,677 $ 1,292 $ 29,969 and partners'capital

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

PLAINS GP HOLDINGS AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)



COMPUTATION OF BASIC AND DILUTED NET INCOME/(LOSS) PER CLASS A SHARE

(in millions, except per share data)



Three Months Ended Six Months Ended June 30, June 30,

2020 2019 2020 2019

Basic Net Income/(Loss) per Class A Share

Net income/(loss) attributable to $ 16 $ 66 $ (565 ) $ 213 PAGP

Basic weighted average Class A 184 162 183 161 shares outstanding



Basic net income/(loss) per Class $ 0.09 $ 0.41 $ (3.08 ) $ 1.32 A share



Diluted Net Income/(Loss) per Class A Share

Net income/(loss) attributable to $ 16 $ 66 $ (565 ) $ 213 PAGP

Incremental net incomeattributable to PAGP resulting - - - - from assumed exchange of AAPManagement Units

Net income/(loss) attributable toPAGP including incremental net $ 16 $ 66 $ (565 ) $ 213 income from assumed exchange ofAAP Management Units



Basic weighted average Class A 184 162 183 161 shares outstanding

Dilutive shares resulting fromassumed exchange of AAP Management - 2 - - Units

Diluted weighted average Class A 184 164 183 161 shares outstanding



Diluted net income/(loss) per $ 0.09 $ 0.40 $ (3.08 ) $ 1.32 Class A share ^(1)

_______________________________ For the three and six months ended June 30, 2020 and 2019, the possible exchange of any AAP units would not have had a dilutive effect on basic^ net income/(loss) per Class A share. For the three months ended June 30,(1) 2020 and the six months ended June 30, 2020 and 2019, the possible exchange of AAP Management units would not have had a dilutive effect on basic net income/(loss) per Class A share.

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CONTACT: Roy Lamoreaux Vice President, Investor Relations, Communications and Government Relations (866) 809-1291 Brett Magill Director, Investor Relations (866) 809-1291