What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-01 · 641 added, 654 removed, 1826 unchanged (41% of the section changed)

29 unchanged sentences

Pefanis (1)(2)

President and Chief Commercial Officer

Executive Vice President and Chief Operating Officer

1 unchanged sentence

Executive Vice President and Chief Financial Officer

Executive Vice President - Commercial

Executive Vice President and Chief Commercial Officer

Executive Vice President, General Counsel and Secretary

Chris Herbold (1)

Senior Vice President and Chief Accounting Officer

Senior Vice President, Finance and Chief Accounting Officer

Armstrong (2)

13 unchanged sentences

(1) Executive officer (for purposes of Item 401(b) of Regulation S-K)

A complete list of our officers, including the executive officers listed above, is available on our website at www.plainsallamerican.com under About Us—Leadership.

A complete list of our officers, including the executive officers listed above, is available on our website at www.plains.com under About Us—Leadership.

Executive Compensation

15 unchanged sentences

(incorporated by reference to Exhibit 2.1 to PAA’s Current Report on Form 8-K filed July 14, 2016).

2.2* — Securities Purchase Agreement dated as of January 19, 2017 by and between COG Operating LLC, as seller, and Plains Pipeline, L.P., as purchaser (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (incorporated by reference to Exhibit 2.1 to PAA’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

2.3* — Securities Purchase Agreement dated as of January 19, 2017 by and between Frontier Midstream Solutions, LLC, as seller, and Plains Pipeline, L.P., as purchaser (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (incorporated by reference to Exhibit 2.2 to PAA’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

2.2* — Agreement and Plan of Merger dated as of July 12, 2021 by and among Plains Pipeline, L.P., Plains Marketing, L.P., Oryx Midstream Holdings LLC, Middle Cadence Holdings LLC, POP HoldCo LLC, Oryx Wink Oil Marketing LLC, Oryx Permian Oil Marketing LLC, Plains Oryx Permian Basin LLC, Plains Oryx Permian Basin Marketing LLC and Plains Oryx Permian Basin Pipeline LLC (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed July 13, 2021).

3.1 — Seventh Amended and Restated Agreement of Limited Partnership of Plains All American Pipeline, L.P.

14 unchanged sentences

dated as of November 15, 2016 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed November 21, 2016).

Index to Financial Statements

3.9 — Amendment No.

2 unchanged sentences

3.10 — Certificate of Formation of PAA GP Holdings LLC (incorporated by reference to Exhibit 3.3 to our Registration Statement on Form S-1 (333-190227) filed July 29, 2013).

3.11 — Third Amended and Restated Limited Liability Company Agreement of PAA GP Holdings LLC dated as of February 16, 2017 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed February 21, 2017).

3.12 — Amendment No.

1 dated October 1, 2018 to the Third Amended and Restated Limited Liability Company Agreement of PAA GP Holdings LLC (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed August 20, 2018).

3.13 — Amendment No.

2 dated December 10, 2018 to the Third Amended and Restated Limited Liability Company Agreement of PAA GP Holdings LLC (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed December 11, 2018).

3.14 — Amendment No.

3 dated November 21, 2019 to the Third Amended and Restated Limited Liability Company Agreement of PAA GP Holdings LLC (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed November 27, 2019).

Index to Financial Statements

3.11 † — Fourth Amended and Restated Limited Liability Company Agreement of PAA GP Holdings LLC dated effective as of August 19, 2021.

4.1 — Indenture dated September 25, 2002 among Plains All American Pipeline, L.P., PAA Finance Corp.

17 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed September 11, 2014).

Index to Financial Statements

4.11 — Twenty-Eighth Supplemental Indenture (4.90% Senior Notes due 2045) dated December 9, 2014, by and among Plains All American Pipeline, L.P., PAA Finance Corp.

6 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to PAA’s Current Report on Form 8-K filed September 17, 2019).

Index to Financial Statements

4.15 — Thirty-Second Supplemental Indenture (3.80% Senior Notes due 2030) dated June 11, 2020, by and among Plains All American Pipeline, L.P., PAA Finance Corp.

3 unchanged sentences

4.17 † — Description of Our Securities.

10.1 — Credit Agreement dated as of August 19, 2011 among Plains All American Pipeline, L.P., as Borrower;

10.1 — Credit Agreement dated as of August 20, 2021, among Plains All American Pipeline, L.P.

and Plains Midstream Canada ULC, as Borrowers;

certain subsidiaries of Plains All American Pipeline, L.P.

from time to time party thereto, as Designated Borrowers;

Bank of America, N.A., as Administrative Agent;

and the other Lenders party thereto (incorporated by reference to Exhibit 10.1 to PAA’s Current Report on Form 8-K filed August 25, 2011).

10.2 — First Amendment to Credit Agreement dated as of June 27, 2012, among Plains All American Pipeline, L.P.

and Plains Midstream Canada ULC, as Borrowers;

Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer;

Wells Fargo Bank, National Association, as an L/C Issuer;

and the other Lenders party thereto (incorporated by reference to Exhibit 10.2 to PAA’s Current Report on Form 8-K filed July 3, 2012).

10.3 — Second Amendment to Credit Agreement dated as of August 16, 2013, among Plains All American Pipeline, L.P.

and Plains Midstream Canada ULC, as Borrowers;

Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer;

Wells Fargo Bank, National Association, as an L/C Issuer;

and the other Lenders party thereto (incorporated by reference to Exhibit 10.2 to PAA’s Current Report on Form 8-K filed August 20, 2013).

10.4 — Third Amendment to Credit Agreement dated as of August 11, 2016, among Plains All American Pipeline, L.P.

and Plains Midstream Canada ULC, as Borrowers;

Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer;

Wells Fargo Bank, National Association, as an L/C Issuer;

and the other Lenders party thereto (incorporated by reference to Exhibit 10.1 to PAA’s Current Report on Form 8-K filed August 17, 2016).

10.5 — Third Amended and Restated Credit Agreement dated as of August 19, 2011 by and among Plains Marketing, L.P., as Borrower, Plains All American Pipeline, L.P., as Guarantor, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto (incorporated by reference to Exhibit 10.2 to PAA’s Current Report on Form 8-K filed August 25, 2011).

10.6 — First Amendment to Third Amended and Restated Credit Agreement dated as of June 27, 2012, among Plains Marketing, L.P.

and Plains Midstream Canada ULC, as Borrowers;

Plains All American Pipeline, L.P., as Guarantor;

Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer;

and the other Lenders and L/C Issuers party thereto (incorporated by reference to Exhibit 10.1 to PAA’s Current Report on Form 8-K filed July 3, 2012).

Index to Financial Statements

10.7 — Second Amendment to Third Amended and Restated Credit Agreement dated as of August 16, 2013, among Plains Marketing, L.P.

and Plains Midstream Canada ULC, as Borrowers;

Plains All American Pipeline, L.P., as Guarantor;

Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer;

Wells Fargo Bank, National Association, as an L/C Issuer;

and the other Lenders and L/C Issuers party thereto (incorporated by reference to Exhibit 10.1 to PAA’s Current Report on Form 8-K filed August 20, 2013).

10.8 — Third Amendment to Third Amended and Restated Credit Agreement dated as of August 11, 2016, among Plains Marketing, L.P.

and Plains Midstream Canada ULC, as Borrowers;

Plains All American Pipeline, L.P., as Guarantor;

Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer;

Wells Fargo Bank, National Association, as an L/C Issuer;

and the other Lenders and L/C Issuers party thereto (incorporated by reference to Exhibit 10.3 to PAA’s Current Report on Form 8-K filed August 17, 2016).

10.9 — Fourth Amendment to Third Amended and Restated Credit Agreement dated as of August 16, 2017, among Plains Marketing, L.P.

Bank of America, N.A., as Administrative Agent and Swing Line Lender;

Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A.

and Wells Fargo Bank, National Association, as L/C Issuers;

and the other Lenders party thereto (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed August 26, 2021).

10.2 — Fourth Amended and Restated Credit Agreement dated as of August 20, 2021, among Plains Marketing, L.P.

and Plains Midstream Canada ULC, as Borrowers;

Plains All American Pipeline, L.P., as guarantor;

Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer;

Wells Fargo Bank, National Association, as an L/C Issuer;

and the other Lenders and L/C Issuers party thereto (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).

Bank of America, N.A., as Administrative Agent and Swing Line Lender;

Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A.

and Wells Fargo Bank, National Association, as L/C Issuers;

and the other Lenders party thereto (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed August 26, 2021).

10.3 — Contribution and Assumption Agreement dated December 28, 2007, by and between Plains AAP, L.P.

13 unchanged sentences

10.11** — Third Amended and Restated Employment Agreement dated effective January 1, 2020 between Plains All American GP LLC and Greg L.

Armstrong (in c orporated by reference to Exhibit 10.31 to our Annual Report on Form 10-K for the year ended December 31, 20 1 9 ).

Armstrong (incorporated by reference to Exhibit 10.31 to our Annual Report on Form 10-K for the year ended December 31, 2019).

10.12**† — Amendment No.

1 to Third Amended and Restated Employment Agreement dated effective December 31, 2021 between Plains All American GP LLC and Greg L.

Index to Financial Statements

10.13** — Amended and Restated Employment Agreement between Plains All American GP LLC and Harry N.

2 unchanged sentences

Pefanis (incorporated by reference to Exhibit 10.50 to PAA’s Annual Report on Form 10-K for the year ended December 31, 2008).

Index to Financial Statements

10.15** — Amendment No.

11 unchanged sentences

10.22** — LTIP Grant Letter dated August 16, 2018 (Willie Chiang) incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).

10.23** — Plains All American 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit A to PAA’s Definitive Proxy Statement filed on April 12, 2021).

10.24** — Plains All American 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit A to PAA’s Definitive Proxy Statement filed on October 3, 2013).

10 unchanged sentences

Class B Restricted Units Agreement dated August 25, 2016 (incorporated by reference to Exhibit 10.6 to PAA’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed November 8, 2016).

Index to Financial Statements

10.31** — Form of First Amendment dated March 22, 2018 to Amended and Restated Plains AAP, L.P.

Class B Restricted Units Agreement dated August 25, 2016 (Officers) (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).

10.37** — Form of PAA LTIP Grant Letter for Officers (August 2016) (incorporated by reference to Exhibit 10.5 to PAA’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).

10.38** — Form of Amendment dated March 22, 2018 to PAA LTIP Grant Letter dated August 25, 2016 (Officers) (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).

10.39** — Form of PAA LTIP Grant Letter for Officers (March 2018) (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018).

Index to Financial Statements

10.40** — Form of Director LTIP Grant Letter (February 2017) - Director Grant - Designated Directors and Audit Committee Members (PAA Plan) (incorporated by reference to Exhibit 10.1 to PAA’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

10.41** — Form of Director LTIP Grant Letter (February 2017) - Audit Committee Supplement (PAA Plan) (incorporated by reference to Exhibit 10.2 to PAA’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

10.42** — Form of Director LTIP Grant Letter (February 2017) - Independent Director Grant (PAA Plan) (incorporated by reference to Exhibit 10.3 to PAA’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

10.43** — Form of Director LTIP Grant Letter (February 2017) - Director Grant - Designated Directors and Audit Committee Members (PAGP Plan) (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

10.44** — Form of Director LTIP Grant Letter (February 2017) - Audit Committee Supplement (PAGP Plan) (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

10.45** — Form of Director LTIP Grant Letter (February 2017) - Independent Director Grant (PAGP Plan) (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

10.32** — Form of Director LTIP Grant Letter (August 2018) (incorporated by reference to Exhibit 10.66 to our Annual Report on Form 10-K for the year ended December 31, 2018).

1 unchanged sentence

10.34** — Form of LTIP Grant Letter dated August 15, 2019 (Officers) (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

10.49** — Form of LTIP Grant Letter dated August 15, 2019 (Directors) (incorporated by reference to E xhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

10.35** — Form of LTIP Grant Letter dated August 15, 2019 (Directors) (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019).

10.36** — Director LTIP Grant Letter (January 2020) (incorporated by reference to Exhibit 10.72 to our Annual Report on Form 10-K for the year ended December 31, 2019).

2 unchanged sentences

10.39 — Contribution Agreement dated October 21, 2013, by and among Plains GP Holdings, L.P., PAA GP Holdings LLC and the other parties signatory thereto (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed October 25, 2013).

10.54** † — Form of Special Retention LTIP Grant Letter dated November 20, 2019.

10.55** † — Form of LTIP Grant Letter dated December 21, 2017 (Goebel).

10.56** † — Form of LTIP Grant Letter dated May 1, 2018 (Chandler).

10.57** † — Form of LTIP Grant Letter dated May 1, 2018 (Chandler).

10.40** — Form of Special Retention LTIP Grant Letter dated November 20, 2019 (incorporated by reference to Exhibit 10.54 to our Annual Report on Form 10-K for the year ended December 31, 2020).

10.41** — Form of LTIP Grant Letter dated December 21, 2017 (Goebel) (incorporated by reference to Exhibit 10.55 to our Annual Report on Form 10-K for the year ended December 31, 2020).

10.42** — Form of LTIP Grant Letter dated May 1, 2018 (Chandler) (incorporated by reference to Exhibit 10.57 to our Annual Report on Form 10-K for the year ended December 31, 2020).

10.43** — Form of LTIP Grant Letter dated August 19, 2021 (Named Executive Officers) (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).

10.44** — Form of LTIP Grant Letter dated August 19, 2021 (Directors) (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).

21.1 † — List of Subsidiaries of Plains GP Holdings, L.P.

3 unchanged sentences

32.1 †† — Certification of Principal Executive Officer pursuant to 18 U.S.C.

Index to Financial Statements

32.2 †† — Certification of Principal Financial Officer pursuant to 18 U.S.C.

4 unchanged sentences

101.LAB† — Inline XBRL Taxonomy Extension Label Linkbase Document

Index to Financial Statements

101.PRE† — Inline XBRL Taxonomy Extension Presentation Linkbase Document

23 unchanged sentences

Chris Herbold,

Senior Vice President and Chief Accounting Officer of PAA GP Holdings LLC

Senior Vice President, Finance and Chief Accounting Officer of PAA GP Holdings LLC

(Principal Accounting Officer)

5 unchanged sentences

Willie Chiang

Pefanis Director, President and Chief Commercial Officer of PAA GP Holdings LLC February 26, 2021

Pefanis Director and President of PAA GP Holdings LLC February 28, 2022

/s/ Al Swanson Executive Vice President and Chief Financial Officer of PAA GP Holdings LLC (Principal Financial Officer) February 28, 2022

/s/ Chris Herbold Senior Vice President and Chief Accounting Officer of PAA GP Holdings LLC (Principal Accounting Officer) February 26, 2021

/s/ Chris Herbold Senior Vice President, Finance and Chief Accounting Officer of PAA GP Holdings LLC (Principal Accounting Officer) February 28, 2022

Chris Herbold

19 unchanged sentences

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2021 and 2020

11 unchanged sentences

Property and Equipment

Acquisitions and Divestitures

Acquisitions , Divestitures and Other Transactions

Investments in Unconsolidated Entities

Other Long-Term Assets, Net

Intangible Assets, Net

Partners’ Capital and Distributions

4 unchanged sentences

Commitments and Contingencies

Quarterly Financial Data (Unaudited)

Operating Segments

Segment Information

Index to Financial Statements

41 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

Index to Financial Statements

Definition and Limitations of Internal Control over Financial Reporting

3 unchanged sentences

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Index to Financial Statements

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

1 unchanged sentence

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment

As described in Note 8 to the consolidated financial statements, goodwill is tested for impairment at a level of reporting referred to as a reporting unit.

A reporting unit is an operating segment or one level below an operating segment for which discrete financial information is available and regularly reviewed by segment management.

Management tests goodwill to determine whether an impairment has occurred at least annually (as of June 30) and on an interim basis if it is more likely than not that a reporting unit’s fair value is less than its carrying value.

During the first quarter of 2020, the Partnership’s market capitalization declined significantly driven by macroeconomic and geopolitical conditions that occurred in 2020, including the collapse of oil prices driven by both the decrease in demand caused by the COVID-19 pandemic and excess supply, as well as changing market conditions and expected lower crude oil production in certain regions, that resulted in expected decreases in future cash flows for certain assets, which was a triggering event that required management to perform a quantitative impairment test as of March 31, 2020.

As a result of this quantitative impairment test as of March 31, 2020, the Partnership recorded an impairment loss of $2,515 million and the consolidated goodwill balance was $0 as of December 31, 2020.

In the quantitative test, management compares the fair value of the reporting unit with the respective book values, including goodwill, by using an income approach based on a discounted cash flow model.

This approach requires management to make long-term forecasts of future revenues, expenses and other expenditures.

Those forecasts require the use of various assumptions and estimates, the most significant of which are net revenues (total revenues less purchases and related costs), operating expenses, general and administrative expenses and the weighted average cost of capital.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Partnership’s reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of the reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions relating to the weighted average cost of capital;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of reporting units.

These procedures also included among others (i) testing management’s process for developing the fair value estimates;

(ii) evaluating the appropriateness of the discounted cash flow models;

(iii) testing the completeness and accuracy of underlying data used in the models;

and (iv) evaluating the reasonableness of the weighted average cost of capital assumptions used by management.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow models and evaluating the reasonableness of the weighted average cost of capital assumption.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for the Oryx Midstream Holdings LLC Business Combination

As described in Note 7 to the consolidated financial statements, in October 2021, the Partnership and Oryx Midstream Holdings LLC (“Oryx Midstream”), completed the merger, in a cashless, debt-free transaction, of their respective Permian Basin assets, operations and commercial activities into a newly formed strategic joint venture, Plains Oryx Permian Basin LLC (the “Permian JV”).

The Permian JV includes all of Oryx Midstream’s Permian Basin assets and, with the exception of the Partnership’s long-haul pipeline systems and certain of the intra-basin terminal assets, the vast majority of the Partnership’s assets located within the Permian Basin.

The Partnership owns 65% of Permian JV, operates the combined assets and reflects Permian JV as a consolidated subsidiary in the consolidated financial statements.

The formation of the joint venture was accounted for as a business combination using the acquisition method of accounting.

As the majority owner and the controlling entity, the Partnership is considered the acquirer and the transfer of the predecessor business to the joint venture was accounted for at historical cost, while the Oryx Midstream predecessor business was recorded based on the fair value of the assets acquired and liabilities assumed.

In accordance with applicable accounting guidance, the fair value of Oryx Midstream’s ownership interest in the joint venture following the formation of $3.256 billion is utilized as the consideration transferred for the purchase price allocation.

The fair value of the $3.256 billion consideration is a Level 3 measurement in the fair value hierarchy and was determined by valuing both the enterprise value of Oryx Midstream’s Permian Basin business and the enterprise value of the Partnership’s Permian Basin assets that were contributed to the joint venture.

The enterprise value of Oryx Midstream’s Permian Basin business was calculated by weighting the results of (i) a discounted cash flow (“DCF”) approach and (ii) a guideline public company method (“GPCM”).

The DCF approach utilized a discount rate based on the estimate of the risk that a theoretical market participant would assign to the business.

The projection of future crude volumes gathered and transported was also a key assumption in the DCF approach and was based on projected rig activity on the associated acreage.

The fair value of the intangible assets was determined by applying a discounted cash flow approach.

Such approach utilized a discount rate based on the estimate of the risk that a theoretical market participant would assign to the respective intangible assets.

The projection of future crude volumes gathered and transported was also a key assumption in the valuation of the intangible assets and was based on projected rig activity on the associated acreage.

The fair value of intangible assets is comprised of customer relationships with an assigned value of $1.247 billion.

The principal considerations for our determination that performing procedures relating to the accounting for the Oryx Midstream business combination is a critical audit matter are (i) the significant judgment by management when determining the fair value of the consideration transferred for the Oryx Midstream Permian Basin business and the customer relationships, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future crude volumes gathered and transported and the discount rates used in the valuation of the consideration transferred for the Oryx Midstream Permian Basin business and the customer relationships;

and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

Index to Financial Statements

Impairment Assessment of Certain Pipeline Assets in the Transportation Segment

As described in Note 6 to the consolidated financial statements, the Partnership’s consolidated net property, plant and equipment balance was $14,620 million as of December 31, 2020.

Management periodically evaluates property and equipment and other long-lived assets for impairment when events or circumstances indicate that the carrying value of these assets may not be recoverable.

The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.

If the carrying value exceeds the sum of the undiscounted cash flows, an impairment loss equal to the amount by which the carrying value exceeds the fair value of the asset is recognized.

The subjective assumptions used to determine the existence of an impairment in carrying value include whether there is an indication of impairment, the grouping of assets, the intention of “holding”, “abandoning” or “selling” an asset, the forecast of undiscounted expected future cash flow over the asset’s estimated useful life and, if an impairment exists, the fair value of the asset or asset group.

During the year ended December 31, 2020, the macroeconomic and geopolitical conditions, including the collapse of oil prices driven by both the decrease in demand caused by the COVID-19 pandemic and excess supply, as well as changing market conditions and expected lower crude oil production in certain regions, resulted in expected decreases in future cash flows for certain assets, which was a triggering event that required management to assess the recoverability of the Partnership’s carrying value of such long-lived assets.

As a result, management recognized approximately $541 million of non-cash impairment losses of which approximately $415 million was associated with certain pipeline assets in the Transportation segment located in the Central region.

The evaluation is highly dependent on management’s key assumptions relating to the cash flows, including (i) future commodity volumes, (ii) tariff rates, (iii) future commodity prices, and (iv) estimated fixed and variable costs.

The principal considerations for our determination that performing procedures relating to the impairment assessment of certain pipeline assets included in the Transportation segment is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of these assets due to the forecasted cash flows;

(ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumption related to future commodity volumes;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the impairment assessment of pipeline assets, including controls over management’s process to estimate fair value associated with certain pipeline assets included in the Transportation segment located in the Central region.

These procedures also included, among others (i) testing management’s process for developing the fair value of certain pipeline assets in the Transportation segment located in the Central region;

(ii) evaluating the appropriateness of the discounted cash flow models;

(iii) testing the completeness and accuracy of underlying data used in the models;

and (iv) evaluating the reasonableness of significant assumptions used by management related to future commodity volumes.

Evaluating management’s assumptions related to future commodity volumes involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the asset groups;

(ii) the consistency with external market and industry data;

and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow models.

These procedures included testing the effectiveness of controls relating to acquisition accounting, including controls over management’s valuation of the consideration transferred and the customer relationships, and controls over the determination of the significant assumptions.

These procedures also included, among others (i) reading the transaction agreement and (ii) testing management’s process for determining the fair value of the consideration transferred for the Oryx Midstream Permian Basin business and the customer relationships.

Testing management’s process included evaluating the appropriateness of the valuation methods, testing the completeness and accuracy of data provided by management, and evaluating the reasonableness of the significant assumptions related to future crude volumes gathered and transported and the discount rates used in the valuation of the consideration transferred for the Oryx Midstream Permian Basin business and the customer relationships.

Evaluating the reasonableness of the future crude volumes gathered and transported involved considering (i) the consistency with external market and industry data and (ii) the past performance of the Oryx Midstream Permian Basin business.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the valuation methods and the reasonableness of the discount rate significant assumption.

/s/ PricewaterhouseCoopers LLP

19 unchanged sentences

Investments in unconsolidated entities 3,805 3,764

Goodwill — 2,540

Intangible assets, net 1,960 805

Deferred tax asset 1,362 1,444

30 unchanged sentences

2021 2020 2019

Supply and Logistics segment revenues $ 22,058 $ 32,272 $ 32,819

Transportation segment revenues 610 788 648

Facilities segment revenues 622 609 588

Product sales revenues $ 40,883 $ 22,058 $ 32,272

Services revenues 1,195 1,232 1,397

Total revenues 42,078 23,290 33,669

13 unchanged sentences

( 425 ) ( 436 ) ( 425 )

Other income/(expense), net 39 24 ( 7 )

Other income, net 19 39 24

INCOME/(LOSS) BEFORE TAX 712 ( 2,607 ) 2,238

4 unchanged sentences

NET INCOME/(LOSS) ATTRIBUTABLE TO PAGP $ 60 $ ( 568 ) $ 331

BASIC NET INCOME/(LOSS) PER CLASS A SHARE

$ ( 3.06 ) $ 1.97 $ 2.12

DILUTED NET INCOME/(LOSS) PER CLASS A SHARE

$ ( 3.07 ) $ 1.96 $ 2.11

Basic weighted average Class A shares outstanding

Basic net income/(loss) per Class A share $ 0.31 $ ( 3.06 ) $ 1.97

Diluted weighted average Class A shares outstanding

Diluted net income/(loss) per Class A share $ 0.31 $ ( 3.07 ) $ 1.96

The accompanying notes are an integral part of these consolidated financial statements.

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Net income/(loss) $ 600 $ ( 2,440 ) $ 2,062

Other comprehensive income/(loss) 15 97 ( 260 )

Other comprehensive income 65 15 97

Comprehensive income/(loss) 665 ( 2,425 ) 2,159

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Reclassification adjustments 9 — — 9

Unrealized gain on hedges 38 — — 38

Unrealized loss on hedges ( 91 ) — — ( 91 )

Currency translation adjustments — 179 — 179

Other — — ( 1 ) ( 1 )

2019 Activity ( 82 ) 179 — 97

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Currency translation adjustments — 17 — 17

Other — — ( 3 ) ( 3 )

2020 Activity 1 17 ( 3 ) 15

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Reclassification adjustments 31 — — 31

Unrealized loss on hedges ( 10 ) — — ( 10 )

Unrealized gain on hedges 19 — — 19

Currency translation adjustments — 15 — 15

Other — — ( 3 ) ( 3 )

2021 Activity 50 15 — 65

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Proceeds from sales of assets (Note 7) 881 429 77

Cash paid for purchases of linefill and base gas ( 14 ) ( 74 ) ( 45 )

Other investing activities ( 33 ) ( 13 ) ( 87 )

Net cash used in investing activities ( 1,093 ) ( 1,765 ) ( 813 )

Net cash provided by/(used in) investing activities 386 ( 1,093 ) ( 1,765 )

CASH FLOWS FROM FINANCING ACTIVITIES

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Net borrowings/(repayments) under PAA senior secured hedged inventory facility (Note 11) ( 167 ) ( 160 ) 325

Proceeds from PAA GO Zone term loans (Note 11) — — 200

Repayment of PAA GO Zone term loans (Note 11) ( 200 ) — —

Proceeds from the issuance of PAA senior notes (Note 11) — 748 998

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Balance at December 31, 2018 $ 1,846 $ 11,473 $ 13,319

Impact of adoption of ASU 2017-05 24 89 113

Balance at January 1, 2018 1,719 10,752 12,471

Net income 331 1,731 2,062

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Change in ownership interest in connection with Exchange Right exercises (Note 12) 101 ( 101 ) —

Other comprehensive loss (Note 12) ( 57 ) ( 203 ) ( 260 )

Other comprehensive income (Note 12) 23 74 97

Equity-indexed compensation expense 5 13 18

Sale of noncontrolling interest in a subsidiary (Note 12) — 128 128

Other ( 6 ) ( 11 ) ( 17 )

Balance at December 31, 2019 $ 2,155 $ 12,330 $ 14,485

Net income 331 1,731 2,062

Net loss ( 568 ) ( 1,872 ) ( 2,440 )

Distributions (Note 12) ( 166 ) ( 697 ) ( 863 )

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Equity-indexed compensation expense 6 14 20

Sale of noncontrolling interest in a subsidiary (Note 12) — 128 128

Repurchase of common units by a subsidiary (Note 12) 4 ( 54 ) ( 50 )

Contributions from noncontrolling interests (Note 12) — 12 12

Other 1 ( 6 ) ( 5 )

Balance at December 31, 2020 $ 1,464 $ 9,726 $ 11,190

Net loss ( 568 ) ( 1,872 ) ( 2,440 )

Net income 60 540 600

Distributions (Note 12) ( 140 ) ( 589 ) ( 729 )

Deferred tax asset (Note 15) ( 42 ) — ( 42 )

Change in ownership interest in connection with Exchange Right exercises (Note 12) 10 ( 10 ) —

Other comprehensive income (Note 12) 17 48 65

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Contributions from noncontrolling interests (Note 12) — 1 1

Plains Oryx Permian Basin LLC joint venture formation (Note 7) 166 3,090 3,256

Other — ( 6 ) ( 6 )

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The accompanying notes are an integral part of these consolidated financial statements.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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AAP is the sole member of PAA GP LLC (“PAA GP”), a Delaware limited liability company that directly holds the non-economic general partner interest in PAA.

PAA is a publicly traded master limited partnership.

PAA’s business model integrates large-scale supply aggregation capabilities with the ownership and operation of critical midstream infrastructure systems that connect major producing regions to key demand centers and export terminals.

As one of the largest midstream service providers in North America, PAA owns an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and natural gas liquids (“NGL”) producing basins (including the Permian Basin) and transportation corridors and at major market hubs in the United States and Canada.

PAA’s assets and the services it provides are primarily focused on crude oil, NGL and natural gas.

Our business activities are conducted through three operating segments:

Transportation, Facilities and Supply and Logistics.

PAA’s assets and the services it provides are primarily focused on and conducted through two operating segments:

Crude Oil and NGL.

See Note 20 for further discussion of our operating segments.

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Bcf = Billion cubic feet

Btu = British thermal unit

CAD = Canadian dollar

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FASB = Financial Accounting Standards Board

GAAP = Generally accepted accounting principles in the United States

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

GAAP = Generally accepted accounting principles in the United States

ICE = Intercontinental Exchange

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NYMEX = New York Mercantile Exchange

Oxy = Occidental Petroleum Corporation or its subsidiaries

SEC = United States Securities and Exchange Commission

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The accompanying financial statements and related notes present and discuss our consolidated financial position as of December 31, 2021 and 2020, and the consolidated results of our operations, cash flows, changes in partners’ capital, comprehensive income and changes in accumulated other comprehensive income/(loss) for the years ended December 31, 2021, 2020 and 2019.

All significant intercompany transactions have been eliminated in consolidation, and certain reclassifications have been made to information from previous years to conform to the current presentation.

The accompanying consolidated financial statements include the accounts of PAGP and all of its wholly owned subsidiaries and those entities that it controls.

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• PAGP is the primary beneficiary of AAP because it has the power to direct the activities that most significantly impact AAP’s performance and the right to receive benefits, and obligation to absorb losses, that could be significant to AAP.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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See Note 17 for information regarding the Omnibus Agreement entered into by the Plains Entities on November 15, 2016.

Subsequent events have been evaluated through the financial statements issuance date and have been included in the following footnotes where applicable.

During 2020, the novel coronavirus (“COVID-19”) pandemic resulted in a swift and material decline in global crude oil demand, which contributed to an oversupply of crude oil that was exacerbated by increases in production from certain suppliers in the global oil markets.

These macroeconomic and industry specific challenges resulted in a number of impairment charges recognized during 2020.

See Note 6, Note 8 and Note 9 for further discussion of these impairments.

Many uncertainties remain with respect to COVID-19, including uncertainty regarding the length of time the pandemic will continue, as well as the timing, pace and extent of an economic recovery in the United States, Canada and elsewhere, and how such uncertainties will impact the energy industry and our business.

Reclassification of Prior Period Information

During the fourth quarter of 2021, we effected changes in the primary financial information provided to our Chief Operating Decision Maker (“CODM”) (our Chief Executive Officer) for assessing performance and allocating resources to present two operating segments, Crude Oil and NGL.

Prior to the fourth quarter of 2021, this information was organized into three operating segments:

Transportation, Facilities and Supply and Logistics.

See Note 20 for further discussion of our operating segments.

In connection with this change, we changed the presentation of Revenues on our Consolidated Statements of Operations.

“Product sales revenues” include amounts that were previously presented as “Supply and Logistics segment revenues,” while “Services revenues” includes amounts previously presented as “Transportation segment revenues” and “Facilities segment revenues.”

In October 2021, we and Oryx Midstream Holdings LLC (“Oryx Midstream”) completed the merger, in a cashless, debt-free transaction, of our respective Permian Basin assets, operations and commercial activities into a newly formed joint venture, Plains Oryx Permian Basin LLC (the “Permian JV”).

See Note 7 for more details regarding this transaction.

Due to the increase in intangible assets associated with this transaction, we present “Intangible assets, net” as a separate line item on our Consolidated Balance Sheets.

Such amounts were previously reported in “Other long-term assets, net” on our Consolidated Balance Sheets.

Many uncertainties remain with respect to the novel coronavirus (“COVID-19”) pandemic, including uncertainty regarding the length of time the pandemic will continue, as well as the timing, pace and extent of an economic recovery in the United States, Canada and elsewhere, and how such uncertainties will impact the energy industry and our business.

As a result, these matters may affect our estimates and assumptions on amounts reported in the financial statements and accompanying notes in the near term.

Subsequent Events

Subsequent events have been evaluated through the financial statements issuance date and have been included in the following footnotes where applicable.

Note 2— Summary of Significant Accounting Policies

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Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period.

We make significant estimates with respect to (i) estimated fair value of assets and liabilities acquired and identification of associated goodwill and intangible assets, (ii) impairment assessments of goodwill and intangible assets, (iii) fair value of derivatives, (iv) accruals and contingent liabilities, (v) property and equipment, depreciation and amortization expense and asset retirement obligations, (vi) impairment assessments of property and equipment and investments in unconsolidated entities and (vii) inventory valuations.

We make significant estimates with respect to (i) estimated fair value of assets and liabilities acquired and identification of associated goodwill and intangible assets, (ii) fair value of derivatives, (iii) accruals and contingent liabilities, (iv) property and equipment, depreciation and amortization expense and asset retirement obligations, (v) impairment assessments of property and equipment, investments in unconsolidated entities and intangible assets and (vi) inventory valuations.

Although we believe these estimates are reasonable, actual results could differ from these estimates.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Purchases and Related Costs

Purchases and related costs include (i) the weighted average cost of crude oil, NGL and natural gas sold to customers, (ii) fees incurred for storage and transportation, whether by pipeline, truck or rail and (iii) performance-related bonus costs.

Purchases and related costs include (i) the weighted average cost of crude oil and NGL sold to customers, (ii) fees incurred for storage and transportation, whether by pipeline, truck or rail and (iii) performance-related bonus costs.

These costs are recognized when incurred except in the case of products sold, which are recognized at the time title transfers to our customers.

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and audit and tax fees.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currency Transactions/Translation

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Restricted cash includes cash held by us that is unavailable for general use and is comprised of amounts advanced to us by certain equity method investees related to the construction of fixed assets where we serve as construction manager.

The following table presents a reconciliation of cash and cash equivalents and restricted cash reported on our Consolidated Balance Sheets that sum to the total of the amount shown on our Consolidated Statements of Cash Flows (in millions):

The following table presents a reconciliation of cash and cash equivalents and restricted cash reported on our Consolidated Balance Sheets that sum to the total of the amounts shown on our Consolidated Statements of Cash Flows (in millions):

Cash and cash equivalents $ 452 $ 25

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Total cash and cash equivalents and restricted cash $ 456 $ 63

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Noncontrolling Interests

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FASB guidance also requires that the cost for asset retirement should be capitalized as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Some of our assets, primarily related to our Transportation and Facilities segments, have contractual or regulatory obligations to perform remediation and, in some instances, dismantlement and removal activities when the assets are abandoned.

Some of our assets, primarily our pipelines, certain processing and fractionation facilities and terminals assets, have contractual or regulatory obligations to perform remediation and, in some instances, dismantlement and removal activities when the assets are abandoned.

These obligations include varying levels of activity including disconnecting inactive assets from active assets, cleaning and purging assets, and in some cases, completely removing the assets and returning the land to its original state.

These assets have been in existence for many years and with regular maintenance will continue to be in service for many years to come.

It is not possible to predict when demand for these transportation or storage services will cease, and we do not believe that such demand will cease for the foreseeable future.

It is not possible to predict when demand for these transportation, storage or other services will cease, and we do not believe that such demand will cease for the foreseeable future.

Accordingly, we believe the date when these assets will be abandoned is indeterminate.

With no reasonably determinable abandonment date, we cannot reasonably estimate the fair value of the associated asset retirement obligations.

We will record asset retirement obligations for these assets in the period in which sufficient information becomes available for us to reasonably determine the settlement dates.

We will record asset retirement obligations for these assets in the period in which sufficient information becomes available for us to reasonably estimate the settlement dates.

A small portion of our contractual or regulatory obligations is related to assets that are inactive or that we plan to take out of service and, although the ultimate timing and costs to settle these obligations are not known with certainty, we have recorded a reasonable estimate of these obligations.

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See Note 13 for further discussion.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Other Significant Accounting Policies

See the respective footnotes for our accounting policies regarding (i) revenues and accounts receivable, (ii) net income/(loss) per Class A share, (iii) inventory, linefill and base gas and long-term inventory, (iv) property and equipment, (v) acquisitions, (vi) goodwill, (vii) investments in unconsolidated entities, (viii) other long-term assets, net, (ix) derivatives and risk management activities, (x) leases, (xi) income taxes, (xii) equity-indexed compensation and (xiii) legal and environmental matters.

See the respective footnotes for our accounting policies regarding (i) revenues and accounts receivable, (ii) net income/(loss) per Class A share, (iii) inventory, linefill and base gas and long-term inventory, (iv) property and equipment, (v) acquisitions, (vi) goodwill, (vii) investments in unconsolidated entities, (viii) intangible assets, (ix) derivatives and risk management activities, (x) leases, (xi) income taxes, (xii) equity-indexed compensation and (xiii) legal and environmental matters.

Recent Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .

This guidance requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers, as if it had originated the contracts.

The guidance is effective prospectively for interim and annual periods beginning after December 15, 2022, with early adoption permitted.

We have not adopted this guidance as of December 31, 2021, but do not anticipate that our adoption will have a material impact on our financial position, results of operations or cash flows.

In July 2021, the FASB issued ASU 2021-05, Lessors - Certain Leases with Variable Lease Payments (Topic 842) w hich modifies the lease classification requirements for lessors in Topic 842, which we adopted on the effective date of January 1, 2019.

The amendments require lessors to classify and account for a lease with variable lease payments that do not depend on a reference index or a rate as an operating lease at lease commencement if another classification (i.e., sales-type or direct financing) would result in the recognition of a day-one loss.

For entities that have adopted Topic 842, the guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted.

We have elected to early adopt the guidance on a prospective basis as of July 1, 2021.

Our adoption did not have a material impact on our financial position, results of operations or cash flows.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

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This guidance is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted.

We are currently evaluating the effect that this guidance will have on our financial position, results of operations and cash flows.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

We adopted this guidance effective January 1, 2021, and our adoption did not have a material impact on our financial position, results of operations or cash flows.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

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This guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted.

We will adopt this guidance effective January 1, 2021, and do not anticipate that the adoption will have a material impact on our financial position, results of operations or cash flows.

In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , which clarifies certain aspects of accounting for credit losses, hedging activities and financial instruments.

We adopted this guidance effective January 1, 2021, and our adoption did not have a material impact on our financial position, results of operations or cash flows.

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810):

Targeted Improvements to Related Party Guidance for Variable Interest Entities , in response to stakeholder observations that improvements could be made by requiring reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety as currently required in GAAP.

This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted.

We adopted this guidance effective January 1, 2020, and our adoption did not have a material impact on our financial position, results of operations or cash flows.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) , to address the accounting for implementation costs of a hosting arrangement that is a service contract and to align the accounting for implementation costs for hosting arrangements, regardless of whether they convey a license to the hosted software.

This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted.

We adopted this guidance effective January 1, 2020, and our adoption did not have a material impact on our financial position, results of operations or cash flows.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , modifying the disclosure requirements on fair value measurements in Topic 820.

This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted.

We adopted this guidance effective January 1, 2020, and our adoption did not have a material impact on our financial position, results of operations or cash flows.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (followed by a series of related accounting standard updates), which amends guidance on the impairment of financial instruments and adds an impairment model (known as the current expected credit loss (or CECL) model) that is based on expected losses rather than incurred losses.

This guidance became effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted by one year.

We adopted this guidance effective January 1, 2020, and our adoption did not have a material impact on our financial position, results of operations or cash flows.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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These categories depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors.

Supply and Logistics Segment Revenues from Contracts with Customers.

The following table presents our Supply and Logistics segment revenues from contracts with customers disaggregated by type of activity (in millions):

Revenues from Contracts with Customers.

The following tables present our revenues from contracts with customers disaggregated by segment and type of activity (in millions):

Year Ended December 31,

2021 2020 2019

Supply and Logistics segment revenues from contracts with customers

Crude oil transactions $ 21,202 $ 30,082 $ 29,592

NGL and other transactions 1,149 1,884 3,108

Total Supply and Logistics segment revenues from contracts with customers $ 22,351 $ 31,966 $ 32,700

Revenues from sales of crude oil, NGL and natural gas are recognized at the time title to the product sold transfers to the purchaser, which occurs upon delivery of the product to the purchaser or its designee.

Sales of crude oil and NGL consist of outright sales contracts.

Crude Oil segment revenues from contracts with customers

Sales $ 39,635 $ 21,250 $ 30,156

Transportation 484 570 722

Terminalling, Storage and Other 431 507 505

Total Crude Oil segment revenues from contracts with customers $ 40,550 $ 22,327 $ 31,383

Year Ended December 31,

2021 2020 2019

NGL segment revenues from contracts with customers

Sales $ 2,292 $ 1,350 $ 2,211

Transportation 25 29 32

Terminalling, Storage and Other 82 96 80

Total NGL segment revenues from contracts with customers $ 2,399 $ 1,475 $ 2,323

Sales Revenues.

Revenues from sales of crude oil and NGL are recognized at the time title to the product sold transfers to the purchaser, which occurs upon delivery of the product to the purchaser or its designee.

The consideration received under these contracts is variable based on commodity prices.

Inventory exchanges under buy/sell transactions are excluded from Supply and Logistics segment revenues in our Consolidated Statements of Operations.

Revenues recognized by our Supply and Logistics segment primarily represent margin based activities.

Inventory exchanges under buy/sell transactions are excluded from sales revenues in our Consolidated Statements of Operations.

In addition, we have certain crude oil sales agreements that are entered into in conjunction with storage arrangements and future inventory exchanges.

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The change in the fair value of derivatives that are not designated or do not qualify for hedge accounting is recognized in revenues each period.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Transportation Segment Revenues from Contracts with Customers.

The following table presents our Transportation segment revenues from contracts with customers disaggregated by type of activity (in millions):

Year Ended December 31,

2020 2019 2018

Transportation segment revenues from contracts with customers

Tariff activities:

Crude oil pipelines $ 1,805 $ 2,039 $ 1,724

NGL pipelines 101 99 103

Total tariff activities 1,906 2,138 1,827

Trucking 99 145 149

Total Transportation segment revenues from contracts with customers $ 2,005 $ 2,283 $ 1,976

Our Transportation segment operations generally consist of fee-based activities associated with transporting crude oil and NGL on pipelines and trucks.

Transportation Revenues.

T ransportation revenues include revenues from transporting crude oil and NGL on pipelines and trucks.

Revenues from pipeline tariffs and fees are associated with the transportation of crude oil and NGL at a published tariff.

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We recognize the allowance volumes collected as part of the transaction price and record this non-cash consideration at fair value, measured as of the contract inception date .

Facilities Segment Revenues from Contracts with Customers.

The following table presents our Facilities segment revenues from contracts with customers disaggregated by type of activity (in millions):

Year Ended December 31,

2020 2019 2018

Facilities segment revenues from contracts with customers

Crude oil, NGL and other terminalling and storage $ 704 $ 697 $ 688

NGL and natural gas processing and fractionation 350 349 364

Rail load / unload 45 76 84

Total Facilities segment revenues from contracts with customers $ 1,099 $ 1,122 $ 1,136

Our Facilities segment operations generally consist of fee-based activities associated with providing storage, terminalling and throughput services primarily for crude oil, NGL and natural gas, as well as NGL fractionation and isomerization services and natural gas and condensate processing services.

Revenues generated in this segment include (i) fees that are generated when we receive liquids from one connecting source and deliver the applicable product to another connecting carrier, fees from storage capacity agreements and fees associated with natural gas storage related activities (collectively “Crude oil, NGL and other terminalling and storage”), (ii) fees from natural gas and condensate processing services and from NGL fractionation and isomerization services (collectively, “NGL and natural gas processing and fractionation”) and (iii) loading and unloading fees at our rail terminals.

Terminalling, Storage and Other Revenues.

Revenues in this category include (i) fees that are generated when we receive liquids from one connecting source and deliver the applicable product to another connecting carrier, (ii) fees from storage capacity agreements, (iii) fees from loading and unloading services at our terminals and (iv) fees from natural gas and condensate processing services and from NGL fractionation and isomerization service.

We generate revenue through a combination of month-to-month and multi-year agreements and processing arrangements.

Storage fees are typically recognized in revenue ratably over the term of the contract regardless of the actual storage capacity utilized as our performance obligation is to make available storage capacity for a period of time.

Terminal fees (including throughput and rail fees) are recognized as the liquids enter or exit the terminal and are received from or delivered to the connecting carrier or third-party terminal, as applicable.

Terminal fees (including throughput and loading/unloading fees) are recognized as the liquids enter or exit the terminal and are received from or delivered to the connecting carrier or third-party terminal, as applicable.

We recognize loading and unloading fees when the volumes are delivered or received.

Natural gas storage related activities fees were recognized in the period the natural gas moved across our header system.

Fees from NGL fractionation and isomerization services and gas processing services are recognized in the period when the services are performed.

Natural gas storage related activities fees are recognized in the period the natural gas moves across our header system.

We recognize rail loading and unloading fees when the volumes are delivered or received.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Reconciliation to Total Revenues of Reportable Segments.

The following disclosures only include information regarding revenues associated with consolidated entities, and revenues from entities accounted for by the equity method are not included in the disclosures.

The following disclosures only include information regarding revenues associated with consolidated entities;

revenues from entities accounted for by the equity method are not included.

The following tables present the reconciliation of our revenues from contracts with customers (as described above for each segment) to segment revenues and total revenues as disclosed in our Consolidated Statements of Operations (in millions):

Year Ended December 31, 2020 Transportation Facilities Supply and Logistics Total

Year Ended December 31, 2021 Crude Oil NGL Total

Revenues from contracts with customers $ 40,550 $ 2,399 $ 42,949

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Total revenues of reportable segments $ 40,470 $ 1,968 $ 42,438

Intersegment revenues ( 1,927 )

Intersegment revenues elimination ( 360 )

Total revenues $ 42,078

Year Ended December 31, 2019 Transportation Facilities Supply and

Logistics Total

Year Ended December 31, 2020 Crude Oil NGL Total

Revenues from contracts with customers $ 22,327 $ 1,475 $ 23,802

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Total revenues of reportable segments $ 22,199 $ 1,360 $ 23,559

Intersegment revenues ( 2,098 )

Intersegment revenues elimination ( 269 )

Total revenues $ 23,290

Year Ended December 31, 2018 Transportation Facilities Supply and

Logistics Total

Year Ended December 31, 2019 Crude Oil NGL Total

Revenues from contracts with customers $ 31,383 $ 2,323 $ 33,706

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Total revenues of reportable segments $ 31,655 $ 2,439 $ 34,094

Intersegment revenues ( 1,918 )

Intersegment revenues elimination ( 425 )

Total revenues $ 33,669

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Minimum Volume Commitments.

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If a counterparty has a make-up right associated with a deficiency, we defer the revenue attributable to the counterparty’s make-up right as a contract liability 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.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table presents counterparty deficiencies associated with contracts with customers and buy/sell arrangements that include minimum volume commitments for which we had remaining performance obligations and the customers still had the ability to meet their obligations (in millions):

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Amounts recognized as revenue (2)

Additions (2)

Balance at December 31, 2021 $ 141

(1) Includes approximately $ 155 million associated with crude oil sales agreements that are entered into in conjunction with storage arrangements and future inventory exchanges.

(1) Includes approximately $ 155 million associated with crude oil sales agreements that were entered into in conjunction with storage arrangements and future inventory exchanges.

Such agreements were entered into in 2019 and recognized as revenue in the first quarter of 2020.

(2) Includes approximately $ 361 million associated with crude oil sales agreements that were entered into in conjunction with storage arrangements and future inventory exchanges.

Such amount was recognized as revenue in the first quarter of 2021.

(2) Includes approximately $ 361 million, as discussed above, associated with crude oil sales agreements that are entered into in conjunction with storage arrangements and future inventory exchanges.

Such amount is expected to be recognized as revenue in the first quarter of 2021.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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Remaining Performance Obligations .

The information below includes the amount of consideration allocated to partially and wholly unsatisfied performance obligations under contracts that exist as of the end of the periods and the timing of revenue recognition of those remaining performance obligations.

The information below includes the amount of consideration allocated to partially and wholly unsatisfied remaining performance obligations under contracts that exist as of the end of the periods and the timing of revenue recognition of those remaining performance obligations.

Certain contracts meet the requirements for the presentation as remaining performance obligations.

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$ 179 $ 174 $ 158 $ 131 $ 86 $ 379

Storage, terminalling and throughput agreement revenues 340 273 206 173 114 328

Terminalling, storage and other agreement revenues 237 170 130 63 45 197

Total $ 416 $ 344 $ 288 $ 194 $ 131 $ 576

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• Acreage dedications;

• Supply and Logistics buy/sell arrangements with future committed volumes;

• All other Supply and Logistics contracts, due to the election of practical expedients related to variable consideration and short-term contracts, as discussed below;

• Transportation and Facilities contracts that are short-term, as discussed below;

• Buy/sell arrangements with future committed volumes;

• Short-term contracts and those with variable consideration due to the election of practical expedients, as discussed below;

• Contracts within the scope of ASC Topic 842, Leases ;

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Acreage dedications do require us to perform future services but do not contain a minimum level of services and are therefore excluded from this presentation.

Long-term supply and logistics arrangements contain variable timing, volumes and/or consideration and are excluded from this presentation.

Long-term merchant arrangements contain variable timing, volumes and/or consideration and are excluded from this presentation.

The duration of these contracts varies across the periods presented above.

Additionally, we have elected practical expedients to exclude contracts with terms of one year or less, and therefore exclude the presentation of remaining performance obligations for short-term transportation, storage and processing services, supply and logistics arrangements, including the non-cancelable period of evergreen arrangements, and any other types of arrangements with terms of one year or less.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Additionally, we have elected practical expedients to exclude contracts with terms of one year or less, and therefore exclude the presentation of remaining performance obligations for short-term transportation, storage and processing services, merchant arrangements, including the non-cancelable period of evergreen arrangements, and any other types of arrangements with terms of one year or less.

Trade Accounts Receivable and Other Receivables, Net

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These purchasers include, but are not limited to, refiners, producers, marketing and trading companies and financial institutions.

The majority of our accounts receivable relate to our crude oil supply and logistics activities that can generally be described as high volume and low margin activities, in many cases involving exchanges of crude oil volumes.

During 2020, macroeconomic and geopolitical conditions including the collapse of oil prices driven by both the decrease in demand caused by the COVID-19 pandemic and excess supply has caused liquidity issues impacting many energy companies, which in turn has increased the potential credit risks associated with certain counterparties with which we do business.

The majority of our accounts receivable relate to our crude oil merchant activities that can generally be described as high volume and low margin activities, in many cases involving exchanges of crude oil volumes.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

To mitigate credit risk related to our accounts receivable, we utilize a rigorous credit review process.

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We do not write-off accounts receivable balances until we have exhausted substantially all collection efforts.

At December 31, 2020 and 2019, substantially all of our trade accounts receivable were less than 30 days past their scheduled invoice date.

At December 31, 2021 and 2020, substantially all of our trade accounts receivable were less than 30 days past their invoice date.

Our expected credit losses are immaterial.

Although we consider our credit procedures to be adequate to mitigate any significant credit losses, given the sharp decline in demand for crude oil and the drop in prices, the actual amount of current and future credit losses could vary significantly from estimated amounts.

Although we consider our credit procedures to be adequate to mitigate any significant credit losses, the actual amount of current and future credit losses could vary significantly from estimated amounts.

The following is a reconciliation of trade accounts receivable from revenues from contracts with customers to total Trade accounts receivable and other receivables, net as presented on our Consolidated Balance Sheets (in millions):

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accordingly, basic and diluted net income/(loss) per Class B and Class C share has not been presented.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Diluted net income/(loss) per Class A share is determined by dividing net income/(loss) attributable to PAGP by the diluted weighted average number of Class A shares outstanding during the period.

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See Note 18 for information regarding PAGP LTIP awards.

On a weighted-average basis, for the year ended December 31, 2019, the possible exchange of 99 million AAP units would not have had a dilutive effect on basic net income/(loss) per Class A share.

For the year ended December 31, 2020, the possible exchange of 1 million AAP Management Units would not have had a dilutive effect on basic net income/(loss) per Class A share on a weighted-average basis.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On a weighted-average basis, for the years ended December 31, 2021 and 2019, the possible exchange of 50 million and 99 million AAP units, respectively, would not have had a dilutive effect on basic net income per Class A share.

For each of the years ended December 31, 2021 and 2020, the possible exchange of 1 million AAP Management Units would not have had a dilutive effect on basic net income/(loss) per Class A share on a weighted-average basis.

For the year ended December 31, 2020, our PAGP LTIP awards were antidilutive.

For the years ended December 31, 2021 and 2019 our PAGP LTIP awards were dilutive;

however, there were less than 0.1 million dilutive LTIP awards for each period, which did not change the presentation of weighted average Class A shares outstanding or net income/(loss) per Class A share.

however, there were less than 0.1 million dilutive LTIP awards for each period, which did not change the presentation of weighted average Class A shares outstanding or net income per Class A share.

The following table sets forth the computation of basic and diluted net income/(loss) per Class A share (in millions, except per share data):

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Incremental net income/(loss) attributable to PAGP resulting from assumed exchange of AAP units and AAP Management Units

( 189 ) 2 262

Net income/(loss) attributable to PAGP including incremental net income/(loss) from assumed exchange of AAP units and AAP Management Units

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Diluted net income/(loss) per Class A share $ 0.31 $ ( 3.07 ) $ 1.96

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 5— Inventory, Linefill and Base Gas and Long-term Inventory

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Any resulting adjustments are a component of “Purchases and related costs” on our accompanying Consolidated Statements of Operations.

During the years ended December 31, 2020, 2019 and 2018, we recorded charges of $ 233 million (of which $ 40 million was associated with our long-term inventory), $ 11 million and $ 8 million, respectively, related to the write down of our crude oil and NGL inventory due to declines in prices.

During the year ended December 31, 2021, no adjustments were recorded.

During the years ended December 31, 2020 and 2019, we recorded charges of $ 233 million (of which $ 40 million was associated with our long-term inventory) and $ 11 million, respectively, related to the write down of our crude oil and NGL inventory due to declines in prices.

A portion of these inventory valuation adjustments was offset by the recognition of gains on derivative instruments being utilized to hedge future sales of our crude oil and NGL inventory.

Such gains were recorded to “Supply and Logistics segment revenues” in our accompanying Consolidated Statements of Operations.

Such gains were recorded to “Product sales revenues” in our accompanying Consolidated Statements of Operations.

See Note 13 for discussion of our derivative and risk management activities.

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We classify as linefill or base gas (i) our proportionate share of barrels used to fill a pipeline that we own such that when an incremental barrel is pumped into or enters a pipeline it forces product out at another location, (ii) barrels that represent the minimum working requirements in tanks and caverns that we own and (iii) natural gas required to maintain the minimum operating pressure of natural gas storage facilities we own.

Following the sale of our Pine Prairie and Southern Pines natural gas storage facilities in August of 2021, we no longer own natural gas storage facilities.

See Note 7 for additional information.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Linefill and base gas carrying amounts are reviewed for impairment in accordance with FASB guidance with respect to accounting for the impairment or disposal of long-lived assets.

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At the end of each period, we reclassify the inventory not expected to be liquidated within the succeeding twelve months out of “Inventory,” at the average cost of the applicable inventory pools, and into “Long-term inventory,” which is reflected as a separate line item under “Other assets” on our Consolidated Balance Sheets.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Inventory, linefill and base gas and long-term inventory consisted of the following (barrels and natural gas volumes in thousands and carrying value in millions):

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NGL 1,633 barrels 45 $ 27.56 1,640 barrels 44 $ 26.83

Natural gas 25,576 Mcf 110 $ 4.30 24,976 Mcf 108 $ 4.32

Natural gas (2)

— Mcf — $ — 25,576 Mcf 110 $ 4.30

Linefill and base gas subtotal 907 982

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Accordingly, these prices may not coincide with any published benchmarks for such products.

(2) Base gas with a carrying value of $ 110 million was included in the sale of our natural gas storage facilities, which closed in August 2021.

See Note 7 for additional information.

Note 6— Property and Equipment

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Repair and maintenance expenditures incurred in order to maintain the day to day operation of our existing assets are expensed as incurred.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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(1) We include rights-of-way, which are intangible assets, in our Pipelines and related facilities amounts within property and equipment.

(2) Useful lives changed to 10 to 50 years in 2021 See below for additional information.

We calculate our depreciation using the straight-line method, based on estimated useful lives and salvage values of our assets.

Depreciation expense for the years ended December 31, 2021, 2020 and 2019 was $ 655 million, $ 566 million and $ 528 million, respectively.

See “Impairment of Long-Lived Assets (Held and Used)” below for a discussion of our policy for the recognition of asset impairments.

During the first quarter of 2021, we modified the useful lives of our Pipelines and related facilities and Storage, terminal and rail facilities to useful lives of 10 to 50 years from useful lives of 10 to 70 years to reflect current expectations given our future operating and commercial outlook.

These depreciable life adjustments will prospectively increase depreciation expense.

For the year ended December 31, 2021, these reductions in useful lives increased depreciation expense by approximately $ 72 million, which resulted in a decrease in net income attributable to PAGP of approximately $ 15 million and to both basic and diluted net income per Class A share of approximately $ 0.08 from what these amounts would have been absent the change in useful lives.

As of December 31, 2021, 2020 and 2019, we incurred liabilities for construction in progress that had not been paid of $ 48 million, $ 51 million and $ 120 million, respectively.

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• if an impairment exists, the fair value of the asset or asset group.

In addition, when we evaluate property and equipment and other long-lived assets for recoverability, it may also be necessary to review related depreciation estimates and methods.

During the year ended December 31, 2020, we recognized approximately $ 541 million of non-cash impairment losses, reflected in “(Gains)/losses on asset sales and asset impairments, net” on our Consolidated Statement of Operations.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Of our impairment losses, approximately $ 415 million was associated with certain pipeline assets in our Transportation segment located in the Central region.

In addition, when we evaluate property and equipment and other long-lived assets for recoverability, it may also be necessary to review related depreciation estimates and methods.

During the year ended December 31, 2021, we recognized approximately $ 220 million of non-cash impairment losses related to certain crude oil storage terminal assets included in our Crude Oil segment.

This amount is reflected in “(Gains)/losses on asset sales and asset impairments, net” on our Consolidated Statements of Operations.

Decreased demand for our services related to changing market conditions resulted in decreases in expected future cash flows for certain of our assets, which was a triggering event that required us to assess the recoverability of our carrying value of such long-lived assets.

As a result of our impairment review, we wrote off the portion of the carrying amount of these long-lived assets that exceeded their fair value.

Our estimated fair value (which we consider a Level 3 measurement in the fair value hierarchy) was primarily based upon an assumption for the amount for which the relevant assets and land could be sold.

Of our impairment losses, approximately $ 415 million was associated with certain pipeline assets in our Crude Oil segment located in the Mid-Continent region.

The macroeconomic and geopolitical conditions that occurred in 2020, including the collapse of oil prices driven by both the decrease in demand caused by the COVID-19 pandemic and excess supply, as well as changing market conditions and expected lower crude oil production in certain regions, resulted in expected decreases in future cash flows for certain of our assets, which was a triggering event that required us to assess the recoverability of our carrying value of such long-lived assets.

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Such assumptions included (but were not limited to) (i) future commodity volumes (consistent with historical information and estimates of future drilling and completion activity), (ii) tariff rates, (iii) future commodity prices (based on relevant indices and applicable quality and location differentials), and (iv) estimated fixed and variable costs.

The remaining impairment losses were associated with idled or underutilized assets, including certain pipelines in our Transportation segment located in the Western region and other long-lived assets in our Facilities segment, for which it has been determined that it is unlikely that opportunities will exist in the future to recover our investment in these assets.

The remaining impairment losses were associated with idled or underutilized assets, primarily in our Crude Oil segment, including certain pipelines located in the Western region and other long-lived assets, for which it has been determined that it is unlikely that opportunities will exist in the future to recover our investment in these assets.

We wrote off substantially all of the carrying value of these assets.

We did not recognize any material impairments during the years ended December 31, 2019 or 2018.

Note 7— Acquisitions and Divestitures

We did not recognize any material impairments during the year ended December 31, 2019.

Note 7— Acquisitions, Divestitures and Other Transactions

Joint Venture Transaction

In October 2021, we and Oryx Midstream completed the merger, in a cashless, debt-free transaction, of our respective Permian Basin assets, operations and commercial activities into a newly formed joint venture, the Permian JV.

The Permian JV includes all of Oryx Midstream’s Permian Basin assets and, with the exception of our long-haul pipeline systems and certain of our intra-basin terminal assets, the vast majority of our assets located within the Permian Basin.

We own 65 % of the Permian JV, operate the combined assets and reflect the Permian JV as a consolidated subsidiary in our consolidated financial statements.

The formation of the joint venture was accounted for as a business combination using the acquisition method of accounting.

As the majority owner and the controlling entity, we are considered the acquirer and the transfer of our predecessor business to the joint venture was accounted for at historical cost, while the Oryx Midstream predecessor business was recorded based on the fair value of the assets acquired and liabilities assumed.

In accordance with applicable accounting guidance, the fair value of Oryx Midstream’s ownership interest in the joint venture following the formation of $ 3.256 billion is utilized as the consideration transferred for the purchase price allocation.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The combination of the historical cost and fair value, discussed above, resulted in net assets of the joint venture of approximately $ 7.575 billion upon formation.

Oryx Midstream’s 35 % interest in the net assets of the Permian JV was recognized as noncontrolling interest in partners’ capital.

The difference between such amount and the fair value of Oryx Midstream’s assets acquired and liabilities assumed was recorded as an increase to partners’ capital attributable to our Class A shareholders and noncontrolling interests in PAA and AAP in proportion to their respective ownership interests.

The following table presents the amounts recognized in partners’ capital associated with this transaction (in millions):

Recognized Amount

Oryx Midstream’s 35 % interest in the Permian JV

Increase to partners’ capital attributable to noncontrolling interests in PAA and AAP 439

Noncontrolling interests $ 3,090

Class A shareholders 166

Total partners’ capital $ 3,256

The fair value of the $ 3.256 billion consideration is a Level 3 measurement in the fair value hierarchy and was determined by valuing both the enterprise value of Oryx Midstream’s Permian Basin business and the enterprise value of our Permian Basin assets that were contributed to the joint venture.

The value of our Permian Basin assets that were contributed to the joint venture was based on a GPCM.

The DCF approach utilized a discount rate of 11.75 %, based on our estimate of the risk that a theoretical market participant would assign to the business.

The projection of future crude volumes gathered and transported was also a key assumption in the DCF approach and was based on projected rig activity on the associated acreage.

The GPCM applies market multiples to estimated earnings to derive the fair value.

The GPCM values for Oryx Midstream’s Permian Basin business and for our Permian Basin assets that were contributed to the joint venture assumed market multiples ranging from 9.5 to 11.0 , which were derived from assumptions of market multiples for similar businesses.

The determination of the fair value of the assets acquired and liabilities assumed was estimated in accordance with the applicable accounting guidance.

The analysis was performed based on estimates that are reflective of market participant assumptions.

The determination of these values is preliminary, pending finalization of working capital balances, and we expect to finalize our fair value determination in 2022.

The following table reflects our preliminary determination of the fair value of those assets and liabilities (in millions):

Identifiable Assets Acquired and Liabilities Assumed Estimated Useful Lives

(in years) Recognized Amount

Property and equipment 3 - 30

Intangible assets 20 1,247

Investment in unconsolidated entities N/A 103

Linefill N/A 5

Working capital and other assets and liabilities N/A 15

The fair value of the tangible assets is a Level 3 measurement in the fair value hierarchy and was determined using a cost approach based on costs incurred on similar recent construction projects.

The fair value of the intangible assets is also a Level 3 measurement in the fair value hierarchy and was determined by applying a discounted cash flow approach.

Such approach utilized a discount rate of approximately 16 %, based on our estimate of the risk that a theoretical market participant would assign to the respective intangible assets.

The projection of future crude oil volumes gathered and transported was also a key assumption in the valuation of the intangible assets and was based on projected rig activity on the associated acreage.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The fair value of intangible assets is comprised of customer relationships that will be amortized over their useful lives, which have a remaining weighted average life of approximately 20 years.

The value assigned to such intangible assets will be amortized to earnings under the declining balance method of amortization.

Amortization expense was approximately $ 28 million during the year ended December 31, 2021, and the future amortization expense through 2026 is estimated as follows (in millions):

During the year ended December 31, 2021, we incurred approximately $ 17 million of transaction-related costs associated with the joint venture formation transaction.

Such costs are reflected as a component of “General and administrative expenses” on our Consolidated Statements of Operations.

Quarterly distributions of available cash from the Permian JV to PAA and Oryx Midstream are subject to a tiered modified sharing arrangement (“MSA”) for up to ten years .

Pursuant to the terms of the governing documents for the Permian JV, the MSA will terminate in October 2031, or sooner if Oryx Midstream exercises its right to terminate the MSA at any time by delivery of written notice to PAA.

Upon termination of the MSA, quarterly distributions of available cash will be paid 65 % to PAA and 35 % to Oryx.

Under the MSA, distributions will be allocated as follows (in millions):

Available Cash Distributions Percentages

Tier Annualized PAA Oryx

1 Up to $300 50 % 50 %

2 $300 - $428 100 % — %

3 $428 - $815 65 % 35 %

4 $815 and above 70 % 30 %

Oryx Midstream is a portfolio company of Stonepeak Infrastructure Partners (“Stonepeak”).

Affiliates of Stonepeak own approximately 8.9 % of PAA’s outstanding Series A preferred units, which equates to less than 1 % of PAA’s outstanding common units and Series A preferred units (PAA’s “common unit equivalents”) combined.

Pro Forma and Other Financial Results

Financial results of the Permian JV have been included in the results of operations within the Crude Oil segment since the date of the formation.

Disclosure of the revenues and earnings from the Oryx Midstream predecessor business for the period subsequent to the joint venture formation is not practicable as it is not being operated as a standalone subsidiary.

The following selected unaudited pro forma results of operations were derived from the historical financial statements of PAGP and Oryx Midstream, and gives effect to the joint venture formation as if it had occurred on January 1, 2020.

The pro forma results of operations do not include any cost savings or other synergies that may result from the Permian JV or any estimated costs that have been or will be incurred by us to integrate Oryx Midstream’s assets.

These results are not necessarily indicative of the results that might have actually occurred had the merger taken place on January 1, 2020;

furthermore, this financial information is not intended to be a projection of future results (in millions, except per unit amounts):

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31,

Total revenues $ 42,359 $ 23,536

Net income/(loss) attributable to PAGP $ 37 $ ( 629 )

Basic net income/(loss) per Class A Share $ 0.19 $ ( 3.38 )

Diluted net income/(loss) per Class A Share $ 0.19 $ ( 3.41 )

Asset Exchange

In June 2021, we closed on an asset exchange agreement (the “Asset Exchange”) with Inter Pipeline Ltd., through which we acquired additional interests in two straddle plants included in our NGL segment that we currently operate, in exchange for a pipeline and related storage and truck offload facilities previously included in our Crude Oil segment and cash consideration of $ 32 million, including working capital and other adjustments.

We recognized a gain of $ 106 million on the divestiture of the pipeline and related storage and truck offload facilities, which is included in “(Gains)/losses on asset sales and asset impairments, net” on our Consolidated Statement of Operations, based on the difference between the fair value of the divested assets and their carrying value.

In February 2020, we acquired Felix Midstream LLC, now known as FM Gathering LLC (“FM Gathering”) from Felix Energy Holdings II, LLC for approximately $ 300 million, net of working capital and other adjustments.

FM Gathering owns and operates a newly constructed crude oil gathering system in the Delaware Basin, with associated crude oil storage and truck offloading capacity, and is supported by a long-term acreage dedication.

The assets acquired are included in our Transportation and Supply and Logistics segments.

The assets acquired are included in our Crude Oil segment.

This acquisition was accounted for using the acquisition method of accounting and the determination of the fair value of the assets acquired and liabilities assumed was determined in accordance with the applicable accounting guidance.

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During the second quarter of 2019, we acquired a crude oil terminal, including tank bottoms and linefill, in Cushing, Oklahoma for cash consideration of $ 44 million, which was accounted for as an asset acquisition.

In August 2021, we sold our Pine Prairie and Southern Pines natural gas storage facilities, which were included in our Crude Oil segment for periods prior to the sale, for net proceeds of approximately $ 850 million, including working capital adjustments.

Prior to the sale, we classified the assets related to this transaction (primarily “Property and equipment”), valued at the lower of the carrying amount or fair value less costs to sell, of approximately $ 832 million as assets held for sale with approximately $ 18 million of deferred losses on hedges remaining in other comprehensive income until the closing of the sale.

Upon classification of the assets to held for sale in the second quarter of 2021, we recognized a non-cash impairment loss of $ 475 million which is included in “(Gains)/losses on asset sales and asset impairments, net” on our Consolidated Statement of Operations.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2020, we received cash proceeds of $ 451 million, primarily from the sale of:

• certain Los Angeles Basin crude oil terminals previously disclosed in our Facilities segment for proceeds of approximately $ 200 million, subject to certain adjustments;

• certain NGL terminals previously disclosed in our Facilities segment for proceeds of approximately $ 163 million (including $ 22 million related to a multi-year supply agreement related to the sale), subject to certain adjustments;

• certain Los Angeles Basin crude oil terminals previously included in our Crude Oil segment for proceeds of approximately $ 200 million, subject to certain adjustments;

• certain NGL terminals previously included in our NGL segment for proceeds of approximately $ 163 million (including $ 22 million related to a multi-year supply agreement related to the sale), subject to certain adjustments;

• a 10 % ownership interest in Saddlehorn Pipeline Company, LLC (“Saddlehorn”) for proceeds of approximately $ 78 million, including working capital adjustments (see Note 9 for additional information).

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Such amount is included in “(Gains)/losses on asset sales and asset impairments, net” on our Consolidated Statement of Operations.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2019, we sold certain non-core assets for total proceeds of $ 77 million that primarily consisted of a storage terminal in North Dakota, which was previously reported in our Facilities segment.

During the year ended December 31, 2019, we sold certain non-core assets for total proceeds of $ 77 million that primarily consisted of a storage terminal in North Dakota, which is reflected in our Crude Oil segment for the period prior to the sale.

For the year ended December 31, 2019, we recognized a net loss related to these asset sales of $ 16 million, which is comprised of gains of $ 31 million and losses of $ 47 million.

Such amounts are included in “(Gains)/losses on asset sales and asset impairments, net” on our Consolidated Statement of Operations.

During the year ended December 31, 2018, we received proceeds from asset sales of $ 1.334 billion, which primarily consisted of the sale of a 30 % interest in BridgeTex Pipeline Company, LLC for proceeds of $ 868 million, resulting in a gain of $ 200 million.

See Note 9 for additional discussion.

The other assets sold during the year ended December 31, 2018 primarily included non-core property and equipment or are associated with the formation of strategic joint ventures and were previously reported in our Facilities and Transportation segments.

For the year ended December 31, 2018, we recognized a net gain on sales of assets of $ 120 million, which is comprised of gains of $ 146 million and losses of $ 26 million.

Such amounts are included in “(Gains)/losses on asset sales and asset impairments, net” on our Consolidated Statement of Operations.

Note 8— Goodwill

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If the book value is greater than fair value, then goodwill is impaired by the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During the first quarter of 2020, we recorded impairment losses of $ 2.515 billion related to goodwill.

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Prior to the year ended December 31, 2020, we did not recognize any impairments of goodwill.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Goodwill by segment and changes in goodwill is reflected in the following table (in millions):

Transportation Facilities Supply and Logistics Total

Balance at December 31, 2018 $ 1,040 $ 978 $ 503 $ 2,521

Foreign currency translation adjustments 12 4 3 19

Crude Oil NGL Total

Balance at December 31, 2019 $ 2,300 $ 240 $ 2,540

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An impairment of an equity investment results when factors indicate that the investment’s fair value is less than its carrying value and the reduction in value is other than temporary in nature.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Our investments in unconsolidated entities consisted of the following (in millions, except percentage data):

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Eagle Ford Terminals Corpus Christi LLC (“Eagle Ford Terminals”) Crude Oil Terminal and Dock 50 % 120 122

Red Oak Pipeline LLC (“Red Oak”) Crude Oil Pipeline 50 % 35 20

OMOG JV LLC (3)

Crude Oil Pipeline 40 % 102 —

Saddlehorn Crude Oil Pipeline 30 % 209 208

STACK Pipeline LLC (“STACK”) Crude Oil Pipeline 50 % 22 117

White Cliffs Pipeline, LLC Crude Oil Pipeline 36 % 171 192

Wink to Webster Pipeline LLC (“W2W Pipeline”) Crude Oil Pipeline 16 % 330 136

Wink to Webster Pipeline LLC (“W2W Pipeline”) (4)

Crude Oil Pipeline (5)

Other investments 357 373

Total Investments in Unconsolidated Entities $ 3,805 $ 3,764

(1) Except for Eagle Ford Terminals, which is reported in our Facilities segment, the financial results from the entities are reported in our Transportation segment.

(2) The Capline pipeline was taken out of service pending the reversal of the pipeline system.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(1) The financial results from these entities are reported in our Crude Oil segment.

(2) The Capline pipeline was out of service during 2020 and a majority of 2021 pending the reversal of the pipeline system.

The pipeline reversal project was completed with interim service beginning in mid-December 2021 and full service beginning in January 2022.

(3) Our ownership in this entity was acquired as part of the assets contributed by Oryx Midstream in the formation of the Permian JV in October 2021.

See Note 7 for additional information.

(4) Although we own less than 20% of W2W Pipeline, we use the equity method to account for the investment because we believe we have significant influence over the financial and operating decisions of the company.

(5) The pipeline system was in partial service during 2021 and another phase of the pipeline construction project was completed in the first quarter of 2022.

During the year ended December 31, 2020, we recognized losses as a result of the write-down of certain of our investments in unconsolidated entities, as discussed further below.

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Such assumptions included (but were not limited to) (i) volumes (consistent with historical information and estimates of future drilling and completion activity), (ii) tariff rates, (iii) future commodity prices (based on relevant indices and applicable quality and location differentials), and (iv) estimated fixed and variable costs.

In June 2019, we announced the formation of Red Oak, a joint venture with a subsidiary of Phillips 66.

We own a 50 % interest in Red Oak, which is accounted for under the equity method of accounting.

Red Oak was developing a new pipeline that would provide crude oil transportation service from Cushing, Oklahoma, and the Permian Basin in West Texas to multiple destinations along the Texas Gulf Coast, including Corpus Christi, Ingleside, Houston and Beaumont, Texas.

In March 2020, the partners of Red Oak announced they were deferring the Red Oak pipeline project and suspending actions that would require additional capital spending on the project, and that they would re-evaluate demand for the project in light of recent market developments.

Subsequently, the partners determined that the project would not proceed as previously contemplated.

In June 2019, we formed Red Oak Pipeline LLC (“Red Oak”), a joint venture with a subsidiary of Phillips 66 and in which we own a 50 % interest, to develop a new crude oil pipeline project.

In 2020, the partners of Red Oak determined that the project would not proceed as previously contemplated.

We determined that there was an other-than-temporary impairment of our investment in Red Oak, and we recognized a loss of $ 69 million related to the write-down of our investment in Red Oak to the estimated residual value of our share of the net assets during the second quarter of 2020.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Other investments.

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The “loss of control” required us to measure our equity interest in Capline LLC at fair value.

At the time of the transaction, our 54 % undivided joint interest in the Capline pipeline system had a carrying value of $ 175 million, which primarily related to property and equipment included in our Transportation segment.

We determined the fair value of our investment in Capline LLC to be approximately $ 444 million, resulting in the recognition of a gain of $ 269 million during the year ended December 31, 2019.

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The fair value of our investment was determined using significant unobservable inputs, or Level 3 inputs in the fair value hierarchy.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

W2W Pipeline .

In 2019, we participated in the formation of W2W Pipeline, a joint venture with subsidiaries of ExxonMobil, Lotus Midstream, LLC and three additional entities, in which we own a 16 % interest.

We account for our interest in W2W Pipeline under the equity method of accounting.

W2W Pipeline has entered into an undivided joint-ownership arrangement with a subsidiary of Enterprise Products Partners, L.P.

that has acquired 29 % of the capacity of the pipeline segment from Midland, Texas to Webster, Texas, and W2W Pipeline now owns 71 % of this segment of the pipeline.

The pipeline originates in the Permian Basin in West Texas and transports crude oil to multiple destinations in the Houston and Galveston market areas.

The pipeline system, which is currently in partial service, will provide approximately 1.5 million barrels per day of crude oil capacity (1.1 million barrels per day, net to the undivided joint ownership interest).

Cushing Connect .

During the fourth quarter of 2019, we announced the formation of Cushing Connect Pipeline & Terminal LLC, a joint venture with Holly Energy Partners LP for (i) the development and construction of a new 160,000 barrel per day pipeline that will connect the Cushing, Oklahoma crude oil hub to the Tulsa, Oklahoma refining complex owned by a subsidiary of HollyFrontier Corporation and (ii) the ownership and operation of 1.5 million barrels of crude oil storage in Cushing, Oklahoma (the “JV Terminal”).

We contributed the crude oil storage to Cushing Connect and own a 50 % interest, which is accounted for under the equity method of accounting.

The pipeline is expected to be in service during the first quarter of 2021.

In the second quarter of 2018, a subsidiary of Oxy and another third party each exercised their purchase options for a 20 % interest and a 15 % interest, respectively, in Cactus II, which owns the Cactus II pipeline system.

Although we own a majority of Cactus II’s equity, we do not have a controlling financial interest in Cactus II because the other members have substantive participating rights.

Therefore, we account for our ownership interest in Cactus II as an equity method investment.

Following the exercise of the purchase options, we deconsolidated Cactus II resulting in a reduction of property and equipment of $ 74 million (which was representative of the costs incurred to date to construct the pipeline and equivalent to fair value), and we received $ 26 million of cash from Cactus II, which represented the other members’ portion of the property and equipment.

In addition, during the second quarter of 2018, we received a $ 100 million advance cash payment from Cactus II associated with pipeline capacity agreements, which is recorded as long-term deferred revenue within “Other long-term liabilities and deferred credits” on our Consolidated Balance Sheet.

Such amount is being recognized in revenue ratably over the life of the contracts.

In February 2020, we sold a 10 % ownership interest in Saddlehorn for proceeds of approximately $ 78 million and have retained a 30 % ownership interest.

We recorded a gain of approximately $ 21 million related to this sale, which is included in “Gain on/(impairment of) investments in unconsolidated entities, net” on our Condensed Consolidated Statement of Operations.

We continue to account for our remaining interest under the equity method of accounting.

During the third quarter of 2018, we sold a 30 % interest in BridgeTex for proceeds of $ 868 million, including working capital adjustments, and have retained a 20 % interest.

We recorded a gain of $ 200 million related to this sale, which is included in “Gain on investment in unconsolidated entities” on our Consolidated Statement of Operations.

We recorded a gain of approximately $ 21 million related to this sale, which is included in “Gain on/(impairment of) investments in unconsolidated entities, net” on our Consolidated Statement of Operations.

We continue to account for our remaining interest under the equity method of accounting.

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Other distributions received from unconsolidated entities are considered a return of investment and classified as cash flows from investing activities on the Consolidated Statement of Cash Flows.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Contributions

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In addition, we capitalized interest of $ 12 million, $ 16 million and $ 20 million during the years ended December 31, 2021, 2020 and 2019, respectively, related to contributions to unconsolidated entities for projects under development and construction.

We anticipate that we will make additional contributions in 2021 related to ongoing projects.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Basis Differences

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The portion of the basis differences attributable to goodwill is not amortized.

The majority of the basis difference at both December 31, 2020 and 2019 was attributable to goodwill related to our ownership interest in BridgeTex and Capline with the remaining basis difference primarily related to capitalized interest incurred during construction of the assets of our unconsolidated entities.

The basis difference at December 31, 2020 was further impacted by impairments as discussed above.

The majority of the basis difference at both December 31, 2021 and 2020 was attributable to goodwill related to our ownership interest in BridgeTex and Capline LLC with the remaining basis difference primarily related to capitalized interest incurred during construction of the assets of our unconsolidated entities.

Summarized Financial Information of Unconsolidated Entities

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Net income $ 506 $ 826 $ 995

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 10— Other Long-Term Assets, Net

Other long-term assets, net of accumulated amortization, consisted of the following (in millions):

Note 10— Intangible Assets, Net

Intangible assets, net of accumulated amortization, consisted of the following (in millions):

December 31, 2021 December 31, 2020

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$ 2,445 $ ( 510 ) $ 1,935 $ 1,291 $ ( 519 ) $ 772

Property tax abatement 13

23 ( 20 ) 3 23 ( 18 ) 5

Other agreements 1 – 70

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$ 2,481 $ ( 521 ) $ 1,960 $ 1,354 $ ( 549 ) $ 805

Other 163 ( 3 ) 160 150 ( 1 ) 149

Other long-term assets, net $ 1,517 $ ( 552 ) $ 965 $ 1,349 $ ( 493 ) $ 856

(1) Amounts for the year ended December 31, 2020 include intangible assets associated with the acquisition of FM Gathering.

(1) The increase in intangible assets related to Customer contracts and relationships in 2021 is associated with the assets acquired in the formation of the Permian JV.

See Note 7 for additional information.

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We estimate that our amortization expense related to finite-lived intangible assets for the next five years will be as follows (in millions):

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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SHORT-TERM DEBT

PAA commercial paper notes, bearing a weighted-average interest rate of 0.7 % and 2.2 %, respectively (1)

PAA senior secured hedged inventory facility, bearing a weighted-average interest rate of 1.2 % and 2.7 %, respectively (1)

PAA commercial paper notes, bearing a weighted-average interest rate of 0.7 % (1)

PAA senior secured hedged inventory facility, bearing a weighted-average interest rate of 1.2 % (1)

PAA senior notes:

3.65 % senior notes due June 2022 (2)

Total short-term debt 822 831

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PAA senior notes:

5.00 % senior notes due February 2021

3.65 % senior notes due June 2022

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Other long-term debt:

PAA GO Zone term loans, net of debt issuance costs of $ 1 and $ 1 , respectively, bearing a weighted-average interest rate of 1.3 % and 2.6 %, respectively

PAA GO Zone term loans, net of debt issuance costs of $ 1 , bearing a weighted-average interest rate of 1.3 % (4)

Total long-term debt 8,398 9,382

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$ 9,220 $ 10,213

(1) We classified these PAA commercial paper notes and credit facility borrowings as short-term as of December 31, 2020 and 2019, as these notes and borrowings were primarily designated as working capital borrowings, were required to be repaid within one year and were primarily for hedged NGL and crude oil inventory and NYMEX and ICE margin deposits.

(1) We classified these PAA commercial paper notes and credit facility borrowings as short-term as of December 31, 2020, as these notes and borrowings were primarily designated as working capital borrowings, were required to be repaid within one year and were primarily for hedged NGL and crude oil inventory and NYMEX and ICE margin deposits.

(2) In January 2022, PAA provided notice of its intention to redeem these senior notes on March 1, 2022.

(3) During the year ended December 31, 2020, we repurchased $ 17 million of our outstanding senior notes on the open market and recognized a gain of $ 3 million on these transactions, which is included in “Other income/(expense), net” on our Consolidated Statement of Operations.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(3) PAA’s fixed-rate senior notes had a face value of approximately $ 9.1 billion and $ 9.0 billion as of December 31, 2020 and 2019, respectively.

We estimated the aggregate fair value of these notes as of December 31, 2020 and 2019 to be approximately $ 9.9 billion and $ 9.3 billion, respectively.

(4) The GO Zone term loans were initially assumed by a subsidiary of PAA in connection with the acquisition of the Southern Pines natural gas storage facility.

The loans were repaid in August 2021 in connection with the sale of that facility.

See Note 7 for additional information.

(5) PAA’s fixed-rate senior notes had a face value of approximately $ 9.1 billion at both December 31, 2021 and 2020.

We estimated the aggregate fair value of these notes to be approximately $ 9.9 billion at both December 31, 2021 and 2020.

PAA’s fixed-rate senior notes are traded among institutions, and these trades are routinely published by a reporting service.

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PAA senior secured hedged inventory facility .

PAA has a credit agreement that provides for a senior secured hedged inventory facility with a committed borrowing capacity of $ 1.4 billion, of which $ 400 million is available for the issuance of letters of credit.

Subject to obtaining additional or increased lender commitments, the committed capacity of the facility may be increased to $ 1.9 billion.

In August 2021, PAA entered into an amended credit agreement which replaced its $ 1.4 billion senior secured hedged inventory facility scheduled to mature in August 2022 with a $ 1.35 billion senior secured hedged inventory facility with an initial maturity date of August 2024.

Subject to obtaining additional or increased lender commitments and other terms and conditions, the committed capacity of the facility may be increased to $ 1.9 billion.

The amended credit agreement provides for the issuance of letters of credit of up to $ 400 million.

Proceeds from the facility are primarily used to finance purchased or stored hedged inventory, including NYMEX and ICE margin deposits.

Such obligations under the committed facility are secured by the financed inventory and the associated accounts receivable and are repaid from the proceeds of the sale of the financed inventory.

Borrowings accrue interest based, at PAA’s election, on certain floating rate indices as defined in the credit agreement, in each case plus a margin based on PAA’s credit rating at the applicable time.

The agreement also provides for one or more one -year extensions, subject to applicable approval.

In August 2019, PAA amended this agreement to, among other things, extend the maturity date of the facility to August 2022 for each extending lender.

The maturity date with respect to each non-extending lender (which represent aggregate commitments of approximately $ 45 million out of total commitments of $ 1.4 billion from all lenders) remains August 2021.

Borrowings accrue interest based, at our election, on certain floating rate indices as defined in the credit agreement, in each case plus a margin based on our credit rating at the applicable time.

The amended credit agreement also provides for one or more one-year extensions, subject to applicable approval and other terms and conditions.

PAA senior unsecured revolving credit facility.

PAA has a credit agreement that provides for a senior unsecured revolving credit facility with a committed borrowing capacity of $ 1.6 billion.

Subject to obtaining additional or increased lender commitments, the committed capacity may be increased to $ 2.1 billion.

The credit agreement also provides for the issuance of letters of credit.

The agreement also provides for one or more one -year extensions, subject to applicable approval.

In August 2019, PAA amended this agreement to, among other things, extend the maturity date of the facility to August 2024 for each extending lender.

In August 2021, PAA entered into a new unsecured credit agreement that provides for a senior unsecured revolving credit facility with a committed borrowing capacity of $ 1.35 billion, of which $ 400 million is available for the issuance of letters of credit.

The new credit agreement replaced its previous credit agreement that provided for a $ 1.6 billion senior unsecured revolving credit facility and was scheduled to mature in August 2024.

Subject to obtaining additional or increased lender commitments and other terms and conditions, the committed capacity may be increased to $ 2.1 billion.

Borrowings accrue interest based, at our election, on certain floating rate indices as defined in the credit agreement, in each case plus a margin based on our credit rating at the applicable time.

The new credit agreement has an initial maturity date of August 2026 and provides for one or more one-year extensions, subject to applicable approval and other terms and conditions.

PAA GO Zone term loans .

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Project), Series 2010 (collectively, the “GO Bonds”).

The GO Zone term loans accrue interest, based on certain floating rate indices, in accordance with the interest payable on the related GO Bonds as provided in the GO Bonds Indenture pursuant to which such GO Bonds are issued and governed.

The purchasers of the two GO Zone term loans have the right to put, at par, the GO Zone term loans in July 2023.

The GO Bonds mature by their terms in May 2032 and August 2035, respectively.

The GO Zone term loans accrued interest, based on certain floating rate indices, in accordance with the interest payable on the related GO Bonds as provided in the GO Bonds Indenture pursuant to which such GO Bonds are issued and governed.

The GO Zone term loans were repaid in August 2021 in connection with the sale of the Southern Pines natural gas storage facility.

See Note 7 for additional information.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

PAA Senior Notes

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PAA’s senior notes are not guaranteed by any of its subsidiaries.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

PAA Senior Notes Issuances.

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(2) These senior notes were repaid with proceeds from PAA’s 3.55 % senior notes issued in September 2019 and cash on hand.

The weighted average maturity of our senior notes and GO Zone term loans outstanding at December 31, 2020 was approximately 10 years.

The following table presents the aggregate contractually scheduled maturities of such senior notes and GO Zone term loans for the next five years and thereafter.

The weighted average maturity of PAA’s senior notes outstanding at December 31, 2021 was approximately 10 years.

The following table presents the aggregate contractually scheduled maturities of such senior notes for the next five years and thereafter.

The amounts presented exclude unamortized discounts and debt issuance costs.

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Thereafter $ 4,783

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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Covenants and Compliance

The credit agreements for PAA’s revolving credit facilities (which impact the ability to access the PAA commercial paper program because they provide the financial backstop that supports PAA’s short-term credit ratings) and PAA’s term loans and the indentures governing PAA’s senior notes contain cross-default provisions.

The credit agreements for PAA’s revolving credit facilities (which impact the ability to access the PAA commercial paper program because they provide the financial backstop that supports PAA’s short-term credit ratings) and the indentures governing PAA’s senior notes contain cross-default provisions.

PAA’s credit agreements prohibit declaration or payments of distributions on, or purchases or redemptions of, units if any default or event of default is continuing.

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• enter into certain burdensome agreements.

The credit agreements for the PAA senior unsecured revolving credit facility, the PAA senior secured hedged inventory facility and the PAA GO Zone term loans treat a change of control as an event of default and also require PAA to maintain a debt-to-EBITDA coverage ratio that, on a trailing four-quarter basis, will not be greater than 5.00 to 1.00 (or 5.50 to 1.00 on all outstanding debt during an acquisition period (generally, the period consisting of three fiscal quarters following an acquisition greater than $ 150 million)).

The credit agreements for the PAA senior unsecured revolving credit facility and senior secured hedged inventory facility treat a change of control as an event of default and also require PAA to maintain a debt-to-EBITDA coverage ratio that, on a trailing four-quarter basis, will not be greater than 5.00 to 1.00 (or 5.50 to 1.00 on all outstanding debt during an acquisition period (generally, the period consisting of three fiscal quarters following an acquisition greater than $ 150 million)).

For covenant compliance purposes, Consolidated EBITDA may include certain adjustments, including those for material projects and certain non-recurring expenses.

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Letters of Credit

In connection with our supply and logistics activities, we provide certain suppliers with irrevocable standby letters of credit to secure our obligation for the purchase and transportation of crude oil, NGL and natural gas.

These letters of credit are issued under PAA’s senior unsecured revolving credit facility and senior secured hedged inventory facility, and our liabilities with respect to these purchase obligations are recorded in accounts payable on our balance sheet in the month the crude oil, NGL or natural gas is purchased.

In connection with our merchant activities, we provide certain suppliers with irrevocable standby letters of credit to secure our obligation for the purchase and transportation of crude oil and NGL.

Generally, these letters of credit are issued for periods of up to seventy days and are terminated upon completion of each transaction.

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Use of the straight-line method does not differ materially from the “effective interest” method of amortization.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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Additionally, we will issue a corresponding number of Class C shares to PAA.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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Exchange Right exercises (1)

22,637,818 ( 22,637,818 ) —

Redemption Right exercises (1)

Issuance of Series A preferred units by a subsidiary — — 1,393,926

— ( 31,180,818 ) 31,180,818

Other 15,186 — 1,419,041

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182,138,592 65,785,702 549,538,139

Conversion of AAP Management Units — 595,117 —

Exchange Right exercises 11,858,457 ( 11,858,457 ) —

22,637,818 ( 22,637,818 ) —

Redemption Right exercises — ( 3,882,170 ) 3,882,170

— ( 31,180,818 ) 31,180,818

Repurchase and cancellation of common units by a subsidiary — — ( 6,222,748 )

Other 54,387 — 520,201

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Redemption Right exercises — ( 4,286,491 ) 4,286,491

Repurchase of common units by a subsidiary — — ( 6,222,748 )

Repurchase and cancellation of common units by a subsidiary — — ( 18,061,583 )

Other 18,546 — 654,161

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194,192,777 46,645,514 534,596,831

(1) Includes exercises by Oxy and an affiliate of The Energy & Minerals Group (“EMG”).

(1) Includes exercises by Occidental Petroleum Corporation or its subsidiaries (“Oxy”) and an affiliate of The Energy & Minerals Group (“EMG”).

See Note 17 for additional information.

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Available cash is generally defined as all cash on hand at the date of determination of available cash for the distribution in respect to such quarter (including expected distributions from AAP in respect of such quarter), less reserves established by our general partner for future requirements.

The following table details the distributions paid to our Class A shareholders during the periods indicated (in millions, except per share data):

The following table details distributions paid to our Class A shareholders during the years presented (in millions, except per share data):

Year Distributions to Class A Shareholders Distributions per Class A Share

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This distribution of $ 35 million was paid on February 14, 2022 to shareholders of record at the close of business on January 31, 2022, for the period October 1, 2021 through December 31, 2021.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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Noncontrolling Interests in Subsidiaries

As of December 31, 2020, noncontrolling interests in our subsidiaries consisted of (i) limited partner interests in PAA including a 69 % interest in PAA’s common units and PAA’s Series A preferred units combined and 100 % of PAA’s Series B preferred units, (ii) an approximate 21 % limited partner interest in AAP and (iii) a 33 % interest in Red River Pipeline Company LLC (“Red River LLC”), as discussed further below.

As of December 31, 2021, noncontrolling interests in our subsidiaries consisted of (i) limited partner interests in PAA including a 69 % interest in PAA’s common units and PAA’s Series A preferred units combined and 100 % of PAA’s Series B preferred units, (ii) an approximate 19 % limited partner interest in AAP, (iii) a 35 % interest in the Permian JV, as discussed further below, and (iv) a 33 % interest in Red River Pipeline Company LLC (“Red River LLC”), as discussed further below.

In October 2021, we formed a joint venture, the Permian JV, with Oryx Midstream.

We own 65 % of the Permian JV and consolidate based on control, with Oryx Midstream’s 35 % interest accounted for as a noncontrolling interest.

This transaction resulted in the recognition of partners’ capital attributable to noncontrolling interests of approximately $ 3.1 billion and an increase to partners’ capital attributable to our Class A shareholders of $ 166 million.

See Note 7 for more details regarding this transaction.

In May 2019, we formed a joint venture, Red River LLC, with Delek Logistics Partners, LP (“Delek”) on our Red River pipeline system.

We received approximately $ 128 million for Delek’s 33 % interest in Red River LLC.

We consolidate Red River LLC, with Delek’s 33 % interest accounted for as a noncontrolling interest.

Additionally, during the year ended December 31, 2020, we received $ 12 million of contributions from noncontrolling interests in Red River LLC related to the Red River pipeline capacity expansion.

We consolidate Red River LLC based on control, with Delek’s 33 % interest accounted for as a noncontrolling interest.

During the years ended December 31, 2021 and 2020, we received contributions from noncontrolling interests in Red River LLC of $ 1 million and $ 12 million, respectively, related to the Red River pipeline capacity expansion.

Repurchases of Units by Subsidiary

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Class C shares held by PAA associated with any publicly held common units that are repurchased will also be canceled.

PAA repurchased 6,222,748 common units under the Program through open market purchases during the year ended December 31, 2020.

The total purchase price of these repurchases was $ 50 million, including commissions and fees.

PAA repurchased 18,061,583 and 6,222,748 common units under the Program through open market purchases that settled during the years ended December 31, 2021 and 2020, respectively.

The total purchase price of these PAA common units was $ 178 million and $ 50 million, respectively, including commissions and fees.

The repurchased common units were canceled immediately upon acquisition, as were the Class C shares held by PAA associated with the repurchased common units.

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See Note 15 for additional information regarding the associated impact to the deferred tax asset.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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PAA Preferred Unit Distributions.

The following table details distributions paid to PAA’s preferred unitholders during the year presented (in millions, except unit data):

Series A Preferred Unitholders Series B Preferred Unitholders

Distribution (1)

Year Cash Units

The following table details distributions paid to PAA’s preferred unitholders during the years presented (in millions, except unit data):

Cash Distributions

Year Series A Preferred Unitholders Series B Preferred Unitholders

2021 $ 149 $ 49

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2019 $ 149 $ 49

(1) PAA elected to pay distributions on its Series A preferred units in additional Series A preferred units for each quarterly distribution from their issuance through the February 2018 distribution.

Distributions on PAA’s Series A preferred units have been paid in cash since the May 2018 distribution.

During 2018, PAA issued additional Series A preferred units in lieu of cash distributions of $ 37 million.

On February 14, 2022, PAA paid a cash distribution of $ 37 million to its Series A preferred unitholders.

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Available cash is generally defined as all of PAA’s cash and cash equivalents on hand at the end of each quarter, less reserves established in the reasonable discretion of its general partner for future requirements.

The following table details distributions paid by PAA during the year presented (in millions, except per unit data):

The following table details distributions paid by PAA during the years presented (in millions, except per unit data):

Distributions Paid Distributions per

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Generally, distributions are paid to its partners in proportion to their percentage interest in AAP.

The following table details the distributions to AAP’s partners paid during the periods indicated from distributions received from PAA (in millions):

The following table details the distributions to AAP’s partners paid during the years presented from distributions received from PAA (in millions):

Distributions to AAP’s Partners

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Of this amount, $ 8 million was distributed to noncontrolling interests and $ 35 million was distributed to us.

Other Distributions.

During the years ended December 31, 2021, 2020 and 2019, we paid distributions of $ 14 million, $ 10 million and $ 6 million, respectively, to noncontrolling interests in Red River LLC.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Other Distributions.

During the years ended December 31, 2020 and 2019, distributions of $ 10 million and $ 6 million, respectively, were paid to noncontrolling interests in Red River LLC.

The initial distribution from the Permian JV was paid during the first quarter of 2022, with approximately $ 54 million paid to noncontrolling interests in the Permian JV.

Subsequent distributions will be allocated based on the MSA.

See Note 7 for additional information .

Note 13— Derivatives and Risk Management Activities

We identify the risks that underlie our core business activities and use risk management strategies to mitigate those risks when we determine that there is value in doing so.

We use various derivative instruments to optimize our profits while managing our exposure to (i) hydrocarbon commodity (referred to herein as “commodity”) price risk, (ii) interest rate risk and (iii) currency exchange rate risk.

We use various derivative instruments to optimize our profits while managing our exposure to (i) commodity price risk, (ii) interest rate risk and (iii) currency exchange rate risk.

Our commodity price risk management policies and procedures are designed to help ensure that our hedging activities address our risks by monitoring our derivative positions, as well as physical volumes, grades, locations, delivery schedules and storage capacity.

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For derivatives designated as cash flow hedges, changes in fair value are deferred in AOCI and recognized in earnings in the periods during which the underlying hedged transactions are recognized in earnings.

Derivatives that are not designated as a hedging instrument and derivatives that do not qualify for hedge accounting are recognized in earnings each period.

Cash settlements associated with our derivative activities are classified within the same category as the related hedged item in our Condensed Consolidated Statements of Cash Flows.

Derivatives that are not designated in a hedging relationship for accounting purposes are recognized in earnings each period.

Cash settlements associated with our derivative activities are classified within the same category as the related hedged item in our Consolidated Statements of Cash Flows.

Our financial derivatives, used for hedging risk, are governed through ISDA master agreements and clearing brokerage agreements.

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Our core business activities involve certain commodity price-related risks that we manage in various ways, including through the use of derivative instruments.

Our policy is to (i) only purchase inventory for which we have a sales market, (ii) structure our sales contracts so that price fluctuations do not materially affect our operating income and (iii) not acquire and hold physical inventory or derivatives for the purpose of speculating on commodity price changes.

Our policy is to (i) only purchase inventory for which we have a sales market, (ii) structure our sales contracts so that price fluctuations do not materially affect our operating income and (iii) not acquire and hold material physical inventory or derivatives for the purpose of speculating on commodity price changes.

The material commodity-related risks inherent in our business activities can be divided into the following general categories:

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• A net long position of 8.4 million barrels associated with our crude oil purchases, which was unwound ratably during January 2022 to match monthly average pricing.

• A net short time spread position of 6.6 million barrels, which hedges a portion of our anticipated crude oil lease gathering purchases through March 2022.

• A net short time spread position of 5.7 million barrels, which hedges a portion of our anticipated crude oil lease gathering purchases through December 2022.

• A net crude oil basis spread position of 7.3 million barrels at multiple locations through December 2022.

These derivatives allow us to lock in grade and location basis differentials.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

• A net crude oil basis spread position of 0.6 million barrels at multiple locations through December 2021.

These derivatives allow us to lock in grade basis differentials.

• A net short position of 19.2 million barrels through December 2023 related to anticipated net sales of crude oil and NGL inventory.

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December 2023

Condensate sales (WTI position) ( 0.6 ) MMbls

Condensate sales ( 1.5 ) MMbls

December 2023

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We have determined that substantially all of our physical commodity contracts qualify for the normal purchases and normal sales scope exception.

Our commodity derivatives are not designated as a hedging relationship, as such, changes in the fair value are reported in earnings.

A summary of the impact of our commodity derivatives recognized in earnings as follows (in millions):

Our commodity derivatives are not designated in a hedging relationship for accounting purposes;

as such, changes in the fair value are reported in earnings.

The following table summarizes the impact of our commodity derivatives recognized in earnings (in millions):

Year Ended December 31,

2021 2020 2019

Supply and Logistics segment revenues $ ( 302 ) $ 310 $ 150

Product sales revenues $ ( 710 ) $ ( 302 ) $ 310

Field operating costs 71 5 14

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Net broker receivable/(payable) $ 259 $ 318

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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As of December 31, 2021, there was a net loss of $ 208 million deferred in AOCI.

The deferred net loss recorded in AOCI is expected to be reclassified to future earnings contemporaneously with (i) the earnings recognition of the underlying hedged commodity transactions or (ii) interest expense accruals associated with underlying debt instruments.

We reclassified losses of $ 11 million, $ 9 million and $ 5 million during years ended December 31, 2020, 2019 and 2018, respectively.

Of the total net loss deferred in AOCI at December 31, 2020, we expect to reclassify a loss of $ 13 million to earnings in the next twelve months.

The deferred net loss recorded in AOCI is expected to be reclassified to future earnings contemporaneously with interest expense accruals associated with underlying debt instruments.

We estimate that substantially all of the remaining deferred loss will be reclassified to earnings through 2054 as the underlying hedged transactions impact earnings.

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Interest rate derivatives, net $ 19 $ ( 10 ) $ ( 91 )

At December 31, 2021, the net fair value of our interest rate hedges, which were included in “Other long-term assets, net” on our Consolidated Balance Sheet, totaled $ 65 million.

At December 31, 2020, the net fair value of these hedges totaled $ 46 million and was included in “Other long-term assets, net.”

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2020, the net fair value of our interest rate hedges, which were included in “Other long-term assets” on our Consolidated Balance Sheet, totaled $ 46 million.

At December 31, 2019, the fair value of these hedges was $ 44 million and included in “Other current liabilities.”

Currency Exchange Rate Risk Hedging

Because a significant portion of our Canadian business is conducted in CAD we use foreign currency derivatives to minimize the risk of unfavorable changes in exchange rates.

These instruments include foreign currency exchange contracts, forwards and options.

Our use of foreign currency derivatives include (i) derivatives we use to hedge currency exchange risk created by the use of USD-denominated commodity derivatives to hedge commodity price risk associated with CAD-denominated commodity purchases and sales and (ii) foreign currency exchange contracts we use to manage our Canadian business cash requirements.

The following table summarizes our open forward exchange contracts as of December 31, 2020 (in millions):

USD CAD Average Exchange Rate

Forward exchange contracts that exchange CAD for USD:

2021 $ 46 $ 59 $ 1.00 - $ 1.28

Forward exchange contracts that exchange USD for CAD:

2021 $ 80 $ 104 $ 1.00 - $ 1.30

These derivatives are not designated as a hedging relationship.

As such, changes in fair value are recognized in earnings as a component of Supply and Logistics segment revenues.

For the years ended December 31, 2020, 2019 and 2018, the amounts recognized in earnings for our currency exchange rate hedges were a gain of less than $ 1 million, a gain of $ 8 million and a loss of $ 23 million, respectively.

At December 31, 2020, the net fair value of these currency exchange rate hedges, which is included in “Other current assets” on our Consolidated Balance Sheet, totaled $ 2 million.

At December 31, 2019, the net fair value of these currency exchange rate hedges, which was included in “Other current assets” and “Other current liabilities” on our Condensed Consolidated Balance Sheet, totaled $ 2 million and $ 1 million, respectively.

Preferred Distribution Rate Reset Option

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The Preferred Distribution Rate Reset Option of the PAA Series A preferred units is an embedded derivative that must be bifurcated from the related host contract, the PAA partnership agreement, and recorded at fair value on our Consolidated Balance Sheets.

This embedded derivative is not designated as a hedging relationship and corresponding changes in fair value are recognized in “Other income/(expense), net” in our Consolidated Statement of Operations.

For the years ended December 31, 2020, 2019 and 2018 we recognized net gains of $ 20 million, $ 2 million and a net loss of $ 14 million, respectively.

The fair value of the Preferred Distribution Rate Reset Option, which was included in “Other long-term liabilities and deferred credits” on our Consolidated Balance Sheets, totaled $ 14 million and $ 34 million at December 31, 2020 and 2019, respectively.

This embedded derivative is not designated in a hedging relationship for accounting purposes and corresponding changes in fair value are recognized in “Other income/(expense), net” in our Consolidated Statement of Operations.

For the years ended December 31, 2021, 2020 and 2019 we recognized net gains of $ 14 million, $ 20 million and $ 2 million, respectively.

The fair value of the Preferred Distribution Rate Reset Option, which was included in “Other long-term liabilities and deferred credits” on our Consolidated Balance Sheets, totaled less than $ 1 million and $ 14 million at December 31, 2021 and 2020, respectively.

See Note 12 for additional information regarding our Series A preferred units and the Preferred Distribution Rate Reset Option.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Recurring Fair Value Measurements

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Interest rate derivatives — 65 — 65 — 46 — 46

Foreign currency derivatives — 2 — 2 — 1 — 1

Preferred Distribution Rate Reset Option — — ( 14 ) ( 14 ) — — ( 34 ) ( 34 )

Preferred Distribution Rate Reset Option and Other — — — — — 2 ( 14 ) ( 12 )

Total net derivative asset/(liability) $ ( 17 ) $ ( 59 ) $ ( 2 ) $ ( 78 ) $ ( 143 ) $ ( 95 ) $ ( 29 ) $ ( 267 )

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Significant deviations from these estimates and inputs could result in a material change in fair value.

We report unrealized gains and losses associated with these contracts in our Consolidated Statements of Operations as Supply and Logistics segment revenues.

We report unrealized gains and losses associated with these contracts in our Consolidated Statements of Operations as Product sales revenues.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The fair value of the embedded derivative feature contained in our partnership agreement is based on a valuation model that estimates the fair value of the Series A preferred units with and without the Preferred Distribution Rate Reset Option.

This model contains inputs, including our common unit price, ten-year U.S.

Treasury rates, default probabilities and timing estimates, some of which involve management judgment.

A significant change in these inputs could result in a material change in fair value to this embedded derivative feature.

Rollforward of Level 3 Net Asset/(Liability)

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Settlements 12 10

Derivatives entered into during the period — ( 26 )

Ending Balance $ ( 2 ) $ ( 29 )

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Note 14— Leases

On January 1, 2019, we adopted ASC Topic 842, Leases (“Topic 842”) , using the optional transitional method, thereby applying the new guidance at the effective date, without adjusting the comparative periods.

Therefore, results for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 840, Leases (“Topic 840”).

We evaluate all agreements entered into or modified after the date of adoption of Topic 842 that convey to us the use of property or equipment for a term to determine whether the agreement is or contains a lease.

We evaluate all agreements entered into or modified that convey to us the use of property or equipment for a term to determine whether the agreement is or contains a lease.

Significant judgment is required when determining whether we obtain the right to direct the use of identified property or equipment.

We lease certain property and equipment under noncancelable and cancelable operating and finance leases.

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Leases with an initial term of 12 months or less are not recorded on the balance sheet.

We have elected the non-lease component separation practical expedient for certain classes of assets where we are the lessee.

Our lease agreements have remaining lease terms ranging from one year to approximately 59 years.

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For those leases for which the discount rate is not readily determinable, we utilize incremental borrowing rates that reflect collateralized borrowing with payments and terms that mirror our lease portfolio to discount the lease payments based on information available at the lease commencement date.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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(1) Includes finance lease costs, variable lease costs and sublease income.

(2) Includes approximately $ 6 million for the year ended December 31, 2020 associated with leased storage tanks owned by an equity method investee, in which we own a 50 % interest.

Lease cost for the year ended December 31, 2018, accounted for in accordance with Topic 840, was $ 199 million.

(2) Includes approximately $ 8 million and $ 6 million for the years ended December 31, 2021 and 2020, respectively, associated with leased storage tanks owned by an equity method investee, in which we own a 50 % interest.

The following table presents information related to cash flows arising from lease transactions (in millions):

Year Ended December 31,

2021 2020 2019

Cash paid for amounts included in the measurement of lease liabilities:

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Finance leases (1)

(1) Includes approximately $ 25 million and $ 12 million for the years ended December 31, 2020 and 2019, respectively, associated with leased storage tanks owned by an equity method investee, in which we own a 50 % interest.

$ 1 $ 32 $ 27

(1) Includes $ 25 million and $ 12 million for the years ended December 31, 2020 and 2019, respectively, associated with leased storage tanks owned by an equity method investee, in which we own a 50 % interest.

Information related to the weighted-average remaining lease term and discount rate is presented in the table below:

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Finance leases 11.6 % 11.1 %

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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(1) Includes right-of-use assets of $ 33 million and $ 35 million and lease liabilities of $ 35 million and $ 36 million as of December 31, 2021 and 2020, respectively, associated with leased storage tanks owned by an equity method investee, in which we own a 50 % interest.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the maturity of undiscounted cash flows for future minimum lease payments under noncancelable leases as of December 31, 2021 reconciled to our lease liabilities on our Consolidated Balance Sheet (amounts in millions):

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Lease liabilities $ 416 $ 71

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(1) Excludes future minimum payments for short-term and other immaterial leases not included on our Consolidated Balance Sheet.

(2) Includes payments of approximately $ 6 million for each of the years ending 2022 through 2026 and approximately $ 58 million thereafter associated with leased storage tanks owned by an equity method investee, in which we own a 50 % interest.

We evaluate all agreements entered into or modified after the date of adoption of Topic 842 that convey to others the use of property or equipment for a term to determine whether the agreement is or contains a lease.

We evaluate all agreements entered into or modified that convey to others the use of property or equipment for a term to determine whether the agreement is or contains a lease.

Significant judgment is required when determining whether a customer obtains the right to direct the use of identified property or equipment.

The underlying assets associated with these agreements are evaluated for future use beyond the lease term.

Our Facilities and Transportation segments enter into agreements to conduct fee-based activities associated with (i) providing storage services primarily for crude oil, NGL and natural gas and (ii) transporting crude oil and NGL.

We have elected the non-lease component separation practical expedient for all classes of assets where we are the lessor.

We enter into agreements to conduct activities associated with (i) providing storage services primarily for crude oil and NGL and (ii) transporting crude oil and NGL.

Certain of these agreements convey counterparties the right to direct the operation of physically distinct assets.

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These agreements often include options to extend or terminate the lease, with advance notice.

These agreements are operating leases under Topic 842.

For the years ended December 31, 2020 and 2019, our lease revenue was not material.

These agreements are operating leases.

The following table presents our lease revenue for the periods indicated (in millions):

Year Ended December 31,

2021 2020 2019

Operating lease revenue (1)

$ 28 $ 19 $ 17

(1) These amounts are included in “Services revenues” on our Consolidated Statements of Operations.

The table below presents the maturity of lease payments for operating lease agreements in effect as of December 31, 2021.

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2022 2023 2024 2025 2026 Thereafter

Lease revenue $ 40 $ 27 $ 22 $ 18 $ 16 $ 205

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Future minimum lease revenue $ 29 $ 22 $ 20 $ 20 $ 20 $ 197

Note 15— Income Taxes

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As of December 31, 2021 and 2020, we had not recognized any material amounts in connection with uncertainty in income taxes.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Federal and State Taxes

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Total income tax expense/(benefit) $ 112 $ ( 167 ) $ 176

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The difference between income tax expense based on the statutory federal income tax rate and our effective income tax expense is summarized as follows (in millions):

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The Canadian federal and provincial income tax for the year ended December 31, 2020 reflects the impact of permanent differences primarily related to an impairment of goodwill that was recognized during the year.

A portion of the goodwill that was impaired had no basis for Canadian income tax purposes and thus was not a deductible expense in determining taxable income, resulting in a permanent difference for Canadian tax purposes.

A portion of the

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

goodwill that was impaired had no basis for Canadian income tax purposes and thus was not a deductible expense in determining taxable income, resulting in a permanent difference for Canadian tax purposes.

See Note 8 for additional information regarding this impairment.

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In the fourth quarter of 2020, the Alberta government changed the timing of the rate reduction to decrease the corporate income tax rate to 8 % starting July 1, 2020.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Deferred tax assets and liabilities are aggregated by the applicable tax paying entity and jurisdiction and result from the following (in millions):

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Property and equipment in excess of tax values ( 531 ) ( 475 )

Derivative instruments — ( 22 )

Lease assets ( 47 ) ( 38 )

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federal income tax purposes.

The resulting basis difference resulted in a deferred tax asset that was recorded as a component of partners’ capital as it results from transactions among shareholders.

The deferred tax asset is amortized to deferred income tax expense as the associated basis step-up is realized on our tax returns.

Also, in connection with the repurchase of common units by PAA and the associated adjustment to partners’ capital attributable to PAGP, a corresponding change to the deferred tax balance was recorded to partners’ capital.

These transfers were transactions among shareholders, with the basis differences resulting in a deferred tax asset that was recorded as a component of partners’ capital.

Also, other equity transactions, including the repurchase of common units by PAA, and the associated adjustment to partners’ capital attributable to PAGP resulted in a corresponding change to the deferred tax asset balance that was recorded as a component of partners’ capital.

See Note 12 for additional information regarding exchanges and the repurchase of common units by PAA.

The deferred tax asset is amortized to deferred income tax expense as the associated basis step-up is realized on our tax returns.

As of December 31, 2021, our federal, state, and foreign net operating loss carryforwards for income tax purposes were approximately $ 2,832 million, $ 797 million and $ 9 million, respectively.

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federal NOLs generated prior to 2018 will not be subject to the taxable income limitation and will remain subject to a 20 year carryforward period.

Generally, tax returns for our Canadian entities are open to audit from 2016 through 2020.

and state tax years are generally open to examination from 2017 to 2020.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Generally, tax returns for our Canadian entities are open to audit from 2017 through 2021.

and state tax years are generally open to examination from 2018 to 2021.

As of December 31, 2021, in reference to tax years 2008 to 2016, we had received notices of reassessment (“notices”) from the Canada Revenue Agency and the Alberta Tax and Revenue Administration (the “Canadian Tax Authorities”) related primarily to transfer pricing associated with cross-border intercompany financing transactions.

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Note 16— Major Customers and Concentration of Credit Risk

Marathon Petroleum Corporation and its subsidiaries accounted for 13 %, 12 % and 14 % of our revenues for the years ended December 31, 2020, 2019 and 2018, respectively.

ExxonMobil Corporation and its subsidiaries accounted for 15 %, 12 % and 12 % of our revenues for the years ended December 31, 2021, 2020 and 2019, respectively.

Marathon Petroleum Corporation and its subsidiaries accounted for 12 %, 13 % and 12 % of our revenues for the years ended December 31, 2021, 2020 and 2019, respectively.

and its subsidiaries accounted for 10 % of our revenues for the year ended December 31, 2021.

Phillips 66 Company and its subsidiaries accounted for 11 % of our revenues for the year ended December 31, 2019.

No other customers accounted for 10% or more of our revenues during any of the three years ended December 31, 2021.

The majority of revenues from these customers pertain to our supply and logistics operations.

The sales to these customers occur at multiple locations and we believe that the loss of these customers would have only a short-term impact on our operating results.

There is risk, however, that we would not be able to identify and access a replacement market at comparable margins.

The majority of revenues from these customers pertain to our Crude Oil segment merchant activities, and sales to these customers occur at multiple locations.

If we were to lose one or more of these customers, there is risk that we would not be able to identify and access a replacement market at a comparable margin.

Financial instruments that potentially subject us to concentrations of credit risk consist principally of trade receivables.

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• our ability to lend proceeds of any future indebtedness incurred by us to AAP, and AAP’s corresponding ability to lend such proceeds to PAA, in each case on substantially the same terms as incurred by us.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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We recognize as our principal owners entities that have a designated representative on the board of directors of PAGP GP and/or own greater than 10 % of the limited partner interests in AAP.

Such limited partner interests in AAP translates into a significantly smaller indirect ownership interest in PAA.

Such limited partner interests in AAP translate into a significantly smaller indirect ownership interest in PAA.

We also consider subsidiaries or funds identified as affiliated with principal owners to be related parties.

As of December 31, 2020, Kayne Anderson Capital Advisors, L.P.

was a principal owner.

Through various transactions by an affiliate of EMG in May 2019, EMG’s limited partner interest in AAP was significantly reduced, which caused EMG to lose its right to designate a representative on the board of directors of PAGP GP.

As a result, EMG’s board designee, John T.

Raymond, was automatically removed from the PAGP GP board.

Subsequent to such removal, Mr.

Raymond was elected to continue to serve as a director of the PAGP GP board.

Additionally, as a result of various transactions by Oxy in September 2019, Oxy no longer holds a limited partner interest in AAP and lost its right to designate a representative on the board of directors of PAGP GP.

As a result, Oxy’s board designee, Oscar Brown, was automatically removed from the PAGP GP board.

As of December 31, 2021, no entities met the criteria to be recognized as a principal owner in PAA.

Additionally, as a result of various transactions by Oxy in September 2019, Oxy no longer holds a limited partner interest in AAP and lost its right to designate a representative on the Board.

Following these transactions, we no longer recognize EMG or Oxy as a principal owner.

During the three years ended December 31, 2020, we recognized sales and transportation revenues, purchased petroleum products and utilized transportation and storage services from our principal owners and their affiliated entities and our equity method investees.

In August 2021, the Board approved and adopted an amendment to our general partner’s limited liability company agreement (the “Amendment”) which eliminated all previously negotiated “director designation” rights and requires that all directors be subject to public election, including Kayne Anderson Capital Advisors, L.P.’s (“Kayne Anderson”) legacy contractual right to designate an individual to serve on the Board without being subject to public election.

The Amendment also eliminated all previously negotiated rights, including Kayne Anderson’s right, to appoint a Board observer under certain circumstances.

As a result of these changes, we no longer recognize Kayne Anderson and its affiliates as related parties.

During the three years ended December 31, 2021, we recognized sales and transportation revenues, purchased petroleum products and utilized transportation and storage services from our related parties.

These transactions were conducted at posted tariff rates or prices that we believe approximate market.

Included in these transactions was a crude oil buy/sell agreement that includes a multi-year minimum volume commitment.

The impact to our Consolidated Statements of Operations from these transactions is included below (in millions):

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(1) Includes amounts related to crude oil purchases and sales, transportation and storage services and amounts owed to us or advanced to us related to investment capital projects of equity method investees where we serve as construction manager.

(2) We have agreements to store at facilities and transport crude oil on pipelines that are owned by equity method investees, in which we own a 50 % interest.

(2) We have agreements to store crude oil at facilities and transport crude oil or utilize capacity on pipelines that are owned by equity method investees.

A portion of our commitment to transport is supported by crude oil buy/sell or other agreements with third parties with commensurate quantities.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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Note 18— Equity-Indexed Compensation Plans

Our equity-indexed compensation plans primarily include PAGP and PAA LTIPs.

Our equity-indexed compensation plans primarily include LTIPs.

Although other types of awards are contemplated under certain of the LTIPs, currently outstanding awards are limited to “phantom units,” which mature into the right to receive our Class A shares or common units of PAA (or cash equivalent) upon vesting, and “tracking units,” which, upon vesting, represent the right to receive a cash payment in an amount based upon the market value of a PAA common unit at the time of vesting.

Some awards also include DERs, which, subject to applicable vesting criteria, entitle the grantee to a cash payment equal to the cash distribution paid on an outstanding Class A share or PAA common unit.

The DERs terminate with the vesting or forfeiture of the underlying LTIP award.

Plains All American 2021 Long-Term Incentive Plan.

In May 2021, PAA unitholders approved the Plains All American 2021 Long-Term Incentive Plan, which amends, restates, and renames the Plains All American 2013 Long-Term Incentive Plan and authorizes an incremental 20 million PAA common units deliverable upon vesting of awards granted under the plan.

Our LTIP awards include both liability-classified and equity-classified awards.

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When awards with performance conditions that were previously considered improbable become probable, we incur additional expense in the period that the probability assessment changes.

This is necessary to bring the accrued obligation associated with these awards up to the level it would be if we had been accruing for these awards since the grant date.

This is necessary to bring the accrued obligation associated with these awards up to the level it would have been if we had been accruing for these awards since the grant date.

For awards with market conditions, the probable outcomes are determined on the respective dates that the fair values are calculated, and the resulting expense is accrued over the service period.

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The remaining balance has already vested or is currently outstanding.

The DERs terminate with the vesting or forfeiture of the underlying LTIP award.

As of December 31, 2021, 10.7 million PAA LTIP awards and 0.3 million PAGP LTIP awards were outstanding.

Of this amount, 6.9 million PAA LTIP awards and 0.2 million PAGP LTIP awards include DERs.

Of the awards outstanding, 7.6 million PAA LTIP awards and 0.3 million PAGP LTIP awards include associated DERs.

At December 31, 2021, certain of the outstanding LTIP awards were considered probable of vesting and such awards are expected to vest at various dates between January 2022 and August 2026.

As of December 31, 2021, the outstanding awards that are considered probable of vesting have a remaining unrecognized fair value of approximately $ 46 million.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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Accordingly, we can provide no assurance that the outcome of the various legal proceedings that we are currently involved in, or will become involved with in the future, will not, individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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Environmental — General

We currently own or lease, and in the past have owned and leased, properties where hazardous liquids, including hydrocarbons, are or have been handled.

These properties and the hazardous liquids or associated wastes disposed thereon may be subject to the U.S.

federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, and the U.S.

federal Resource Conservation and Recovery Act, as amended, as well as state and Canadian federal and provincial laws and regulations.

Under such laws and regulations, we could be required to remove or remediate hazardous liquids or associated wastes (including wastes disposed of or released by prior owners or operators) and to clean up contaminated property (including contaminated groundwater).

Assets we have acquired or will acquire in the future may have environmental remediation liabilities for which we are not indemnified.

Although we have made significant investments in our maintenance and integrity programs, we have experienced (and likely will experience future) releases of hydrocarbon products into the environment from our pipeline, rail, storage and other facility operations.

These releases can result from accidents or from unpredictable man-made or natural forces and may reach surface water bodies, groundwater aquifers or other sensitive environments.

We also may discover environmental impacts from past releases that were previously unidentified.

Damages and liabilities associated with any such releases from our existing or future assets could be significant and could have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

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Expenditures that result from the remediation of an existing condition caused by past operations and that do not contribute to current or future profitability are expensed.

At December 31, 2020, our estimated undiscounted reserve for environmental liabilities (including liabilities related to the Line 901 incident, as discussed further below) totaled $ 141 million, of which $ 94 million was classified as short-term and $ 47 million was classified as long-term.

At December 31, 2019, our estimated undiscounted reserve for environmental liabilities (including liabilities related to the Line 901 incident) totaled $ 140 million, of which $ 60 million was classified as short-term and $ 80 million was classified as long-term.

Such short-term liabilities are reflected in “Trade accounts payable” and “Other current liabilities” and long-term liabilities are reflected in “Other long-term liabilities and deferred credits” on our Consolidated Balance Sheets.

At December 31, 2020, we had recorded receivables totaling $ 97 million for amounts probable of recovery under insurance and from third parties under indemnification agreements, of which $ 96 million was classified as short-term and $ 1 million was classified as long-term.

At December 31, 2019, we had recorded $ 72 million of such receivables, of which $ 35 million was classified as short-term and $ 37 million was classified as long-term.

Such short- and long-term receivables are reflected in “Trade accounts receivable and other receivables, net” and “Other long-term assets, net,” respectively, on our Consolidated Balance Sheets.

At December 31, 2021, our estimated undiscounted reserve for environmental liabilities (excluding liabilities related to the Line 901 incident, as discussed further below) totaled $ 57 million, of which $ 11 million was classified as short-term and $ 46 million was classified as long-term.

At December 31, 2020, our estimated undiscounted reserve for environmental liabilities (excluding liabilities related to the Line 901 incident) totaled $ 55 million, of which $ 8 million was classified as short-term and $ 47 million was classified as long-term.

Such short-term liabilities are reflected in “Other current liabilities” and long-term liabilities are reflected in “Other long-term liabilities and deferred credits” on our Consolidated Balance Sheets.

At December 31, 2021 and 2020, we had recorded receivables (excluding receivables related to the Line 901 incident) totaling $ 11 million and $ 6 million, respectively, for amounts probable of recovery under insurance and from third parties under indemnification agreements, $ 1 million of which for each period is reflected in “Other long-term assets, net” and the remainder is reflected in “Trade accounts receivable and other receivables, net” on our Consolidated Balance Sheets.

In some cases, the actual cash expenditures associated with these liabilities may not occur for three years or longer.

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Therefore, although we believe that the reserve is adequate, actual costs incurred (which may ultimately include costs for contingencies that are currently not reasonably estimable or costs for contingencies where the likelihood of loss is currently believed to be only reasonably possible or remote) may be in excess of the reserve and may potentially have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Specific Legal, Environmental or Regulatory Matters

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of this amount, we estimate that 598 barrels reached the Pacific Ocean.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As a result of the Line 901 incident, several governmental agencies and regulators initiated investigations into the Line 901 incident, various claims have been made against us and a number of lawsuits have been filed against us, the majority of which have been resolved.

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The Consent Decree also contains requirements for implementing certain agreed-upon injunctive relief, as well as requirements for potentially restarting Line 901 and the Sisquoc to Pentland portion of Line 903.

The Consent Decree resolved all claims asserted by the regulatory agencies.

The Consent Decree resolved all regulatory claims related to the incident.

Following an investigation and grand jury proceedings, in May of 2016, PAA was charged by a California state grand jury, pursuant to an indictment filed in California Superior Court, Santa Barbara County (the “May 2016 Indictment”), with alleged violations of California law in connection with the Line 901 incident.

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The fines and penalties imposed in connection with the 2019 Sentence have been paid.

The only pending matter relating to these proceedings is that the Superior Court indicated that it would conduct further hearings on the issue of whether there were any “direct victims” of the spill that are entitled to restitution under applicable law.

In September 2021, the Superior Court concluded a series of hearings on the issue of whether there were any “direct victims” of the spill that are entitled to restitution under applicable criminal law.

Through a series of final orders issued at the trial court level and without affecting any rights of the claimants under civil law, the Court dismissed the vast majority of the claims and ruled that the claimants were not entitled to restitution under applicable criminal laws.

The Court did award an aggregate amount of less than $ 150,000 to a handful of claimants and we settled with approximately 40 claimants before the hearings for aggregate consideration that is not material.

The prosecution has appealed the Court’s rulings.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Shortly following the Line 901 incident, we established a claims line and encouraged any parties that were damaged by the release to contact us to discuss their damage claims.

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We are vigorously defending against those claims.

A September 2020 trial date initially set by the Court has been postponed indefinitely due to COVID-19 related trial suspensions.

This case is set for trial to begin in June of 2022.

In the second proceeding, the plaintiffs seek a declaratory judgment that Plains’ right-of-way agreements would not allow Plains to lay a new pipeline to replace Line 901 and/or the non-operating segment of Line 903 without paying additional compensation.

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After various claims were either dismissed or consolidated, one proceeding against PAGP remains pending in Delaware Chancery Court.

Generally, the plaintiffs claim that PAGP failed to exercise proper oversight over PAA’s pipeline integrity efforts.

We will vigorously defend the claim.

Generally, the plaintiffs claim that PAGP failed to exercise proper oversight over the Partnership’s pipeline integrity efforts.

We will continue to vigorously defend against the claim.

No trial date has been set in this action.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

We have also received several other individual lawsuits and claims from companies, governmental agencies and individuals alleging damages arising out of the Line 901 incident.

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Remaining claims include claims for lost revenue or profit asserted by a former oil producer that declared bankruptcy and shut in its offshore production platform following the Line 901 incident, a state agency that received royalties on oil produced from that platform until it was abandoned by its owner, and various companies and individuals who provided labor, goods, or services associated with oil production activities they claim were disrupted following the Line 901 incident.

The courts have not finally resolved whether those claims are legally viable;

however, if necessary, we will mount vigorous defenses to them.

We are vigorously defending these suits.

We may be subject to additional claims and lawsuits, which could materially impact the liabilities and costs we currently expect to incur as a result of the Line 901 incident.

Taking the foregoing into account, as of December 31, 2020, we estimate that the aggregate total costs we have incurred or will incur with respect to the Line 901 incident will be approximately $ 460 million, which estimate includes actual and projected emergency response and clean-up costs, natural resource damage assessments, fines and penalties payable pursuant to the Consent Decree and certain third-party claims settlements, as well as estimates for certain legal fees.

Taking the foregoing into account, as of December 31, 2021, we estimate that the aggregate total costs we have incurred or will incur with respect to the Line 901 incident will be approximately $ 495 million, which includes actual and projected emergency response and clean-up costs, natural resource damage assessments, fines and penalties payable pursuant to the Consent Decree and certain third-party claims settlements, as well as estimates for certain legal fees.

We accrue such estimates of aggregate total costs to “Field operating costs” in our Consolidated Statements of Operations.

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however, this estimate is subject to uncertainties associated with the assumptions that we have made.

For example, the amount of time it takes for us to resolve all of the current and future lawsuits and claims that relate to the Line 901 incident could turn out to be significantly longer than we have assumed, and as a result the costs we incur for legal services could be significantly higher than we have estimated.

For example, with respect to potential losses that we regard as only reasonably possible or remote, we have made assumptions regarding the strength of our legal position based on our assessment of the relevant facts and applicable law and precedent;

if our assumptions regarding such matters turn out to be inaccurate (i.e., we are found to be liable under circumstances where we regard the likelihood of loss as being only reasonably possible or remote), we could be responsible for significant costs and expenses that are not currently included in our estimates and accruals.

In addition, for any potential losses that we regard as probable and for which we have accrued an estimate of the potential losses, our estimates regarding damages, legal fees, court costs and interest could turn out to be inaccurate and the actual losses we incur could be significantly higher than the amounts included in our estimates and accruals.

Also, the amount of time it takes for us to resolve all of the current and future lawsuits and claims that relate to the Line 901 incident could turn out to be significantly longer than we have assumed, and as a result the costs we incur for legal services could be significantly higher than we have estimated.

Accordingly, our assumptions and estimates may turn out to be inaccurate and our total costs could turn out to be materially higher;

therefore, we can provide no assurance that we will not have to accrue significant additional costs in the future with respect to the Line 901 incident.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2021, we had a remaining undiscounted gross liability of $ 103 million related to this event, which is reflected in “Trade accounts payable” and “Other current liabilities” on our Consolidated Balance Sheet.

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however, we expect to make payments for additional costs associated with restoration of the impacted areas, as well as legal, professional and regulatory costs during future periods.

Environmental Remediation

We currently own or lease, and in the past have owned and leased, properties where hazardous liquids, including hydrocarbons, are or have been handled.

These properties and the hazardous liquids or associated wastes disposed thereon may be subject to the U.S.

federal Comprehensive Environmental Response, Compensation and Liability Act, as amended, and the U.S.

federal Resource Conservation and Recovery Act, as amended, as well as state and Canadian federal and provincial laws and regulations.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

We maintain insurance of various types with varying levels of coverage that we consider adequate under the circumstances to cover our operations and properties.

The insurance policies are subject to deductibles and retention levels that we consider reasonable and not excessive.

Consistent with insurance coverage generally available in the industry, in certain circumstances our insurance policies provide limited coverage for losses or liabilities relating to gradual pollution, with broader coverage for sudden and accidental occurrences.

Assets we have acquired or will acquire in the future may have environmental remediation liabilities for which we are not indemnified.

We have in the past experienced and in the future likely will experience releases of hydrocarbon products into the environment from our pipeline, rail, storage and other facility operations.

We also may discover environmental impacts from past releases that were previously unidentified.

Pipelines, terminals, trucks or other facilities or equipment may experience damage as a result of an accident, natural disaster, terrorist attack, cyber event or other event.

These hazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and suspension of operations.

We maintain various types and varying levels of insurance coverage to cover our operations and properties, and we self-insure certain risks, including gradual pollution, cybersecurity and named windstorms.

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In addition, although we believe that we have established adequate reserves and liquidity to the extent such risks are not insured, costs incurred in excess of these reserves may be higher or we may not receive insurance proceeds in a timely manner, which may potentially have a material adverse effect on our financial conditions, results of operations or cash flows.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 20— Quarterly Financial Data (Unaudited)

Quarter Total (1)

(in millions, except per share data)

Total revenues

$ 8,269 $ 3,225 $ 5,833 $ 5,963 $ 23,290

Gross margin (2)

$ ( 190 ) $ 282 $ 313 $ 4 $ 408

Operating income/(loss)

$ ( 2,775 ) $ 208 $ 251 $ ( 67 ) $ ( 2,383 )

Net income/(loss)

$ ( 2,692 ) $ 137 $ 139 $ ( 23 ) $ ( 2,440 )

Net income/(loss) attributable to PAGP

$ ( 581 ) $ 16 $ 17 $ ( 20 ) $ ( 568 )

Basic net income/(loss) per Class A share

$ ( 3.18 ) $ 0.09 $ 0.09 $ ( 0.11 ) $ ( 3.06 )

Diluted net income/(loss) per Class A share

$ ( 3.18 ) $ 0.09 $ 0.09 $ ( 0.11 ) $ ( 3.07 )

Cash distributions per Class A share (3)

$ 0.36 $ 0.18 $ 0.18 $ 0.18 $ 0.90

Total revenues

$ 8,375 $ 8,253 $ 7,886 $ 9,154 $ 33,669

Gross margin (2)

$ 790 $ 525 $ 565 $ 402 $ 2,282

Operating income

$ 713 $ 449 $ 490 $ 329 $ 1,980

$ 914 $ 426 $ 431 $ 291 $ 2,062

Net income attributable to PAGP

$ 147 $ 66 $ 70 $ 48 $ 331

Basic net income per Class A share

$ 0.92 $ 0.41 $ 0.41 $ 0.26 $ 1.97

Diluted net income per Class A share

$ 0.92 $ 0.40 $ 0.41 $ 0.26 $ 1.96

Cash distributions per Class A share (3)

$ 0.30 $ 0.36 $ 0.36 $ 0.36 $ 1.38

(1) The sum of the four quarters may not equal the total year due to rounding.

(2) Gross margin is calculated as Total revenues less (i) Purchases and related costs, (ii) Field operating costs, (iii) Depreciation and amortization and (iv) (Gains)/losses on asset sales and asset impairments, net.

(3) Represents cash distributions declared and paid in the period presented.

The quarterly financial data in the table above includes the impact of:

• impairments of long-lived assets of $ 446 million and $ 95 million in the first and fourth quarter of 2020, respectively, as well as $ 167 million of non-cash impairments recognized upon classification to assets held for sale during the first quarter of 2020.

Such amounts are reflected in “(Gains)/losses on asset sales and asset impairments, net” in our Consolidated Statement of Operations.

See Note 6 for additional information;

• goodwill impairment losses of $ 2.515 billion in the first quarter of 2020, which is reflected in “Goodwill impairment losses” in our Consolidated Statement of Operations.

See Note 8 for additional information;

• other-than-temporary impairments of certain of our investments in unconsolidated entities of $ 69 million and $ 91 million in the second and third quarter of 2020, respectively, as well as a write-down of certain of our investments of $ 43 million in the first quarter of 2020.

The first and third quarter of 2019 include a gain on our investment in Capline LLC of $ 267 million and $ 2 million, respectively.

Such amounts are reflected in “Gain on/(impairment of) investments in unconsolidated entities, net” in our Consolidated Statements of Operations.

See Note 9 for additional information.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 21— Operating Segments

We manage our operations through three operating segments:

Note 20— Segment Information

During the fourth quarter of 2021, we effected changes in the primary financial information provided to our CODM (our Chief Executive Officer) for assessing performance and allocating resources to present two operating segments, Crude Oil and NGL.

Prior to the fourth quarter of 2021, this information was organized into three operating segments:

Transportation, Facilities and Supply and Logistics.

See Note 3 for a summary of the types of products and services from which each segment derives its revenues.

Our Chief Operating Decision Maker (“CODM”) (our Chief Executive Officer) evaluates segment performance based on measures including Segment Adjusted EBITDA (as defined below) and maintenance capital investment.

The change in our segments is reflective of a change in how our CODM views our business and stems primarily from (i) a multi-year transition in the midstream energy industry driven by increased competition that has reduced the stand alone earnings opportunities of our supply and logistics activities such that those activities now primarily support our effort to increase the utilization of our Crude Oil and NGL assets and (ii) internal changes regarding the oversight and reporting of our assets and related results of operations.

All segment data and related disclosures for earlier periods presented herein have been recast to reflect the new segment reporting structure.

Our operating segments, which are also our reportable segments, are organized by product as our Crude Oil and NGL businesses are generally impacted by different market fundamentals and require the use of different assets and business strategies.

The Crude Oil segment includes our crude oil pipelines, crude oil storage and marine terminals and related crude oil marketing activities.

The NGL segment includes our NGL pipelines, NGL storage, natural gas processing and NGL fractionation facilities and related NGL marketing activities.

In our historical segment reporting, our marketing activities were presented separately from our other operating activities.

Our crude oil and NGL marketing activities are now included in the respective reporting segments as their primary purpose is to support the utilization of our assets by entering into transactions that facilitate increased volumes handled by our assets, resulting in additional earnings for each of our segments.

Our CODM evaluates segment performance based on measures including Segment Adjusted EBITDA (as defined below) and maintenance capital.

The measure of Segment Adjusted EBITDA forms the basis of our internal financial reporting and is the primary performance measure used by our CODM in assessing performance and allocating resources among our operating segments.

We define Segment Adjusted EBITDA as revenues and equity earnings in unconsolidated entities less (a) purchases and related costs, (b) field operating costs and (c) segment general and administrative expenses, plus our proportionate share of the depreciation and amortization expense of unconsolidated entities, and further adjusted for certain selected items including (i) 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, (ii) long-term inventory costing adjustments, (iii) charges for obligations that are expected to be settled with the issuance of equity instruments, (iv) amounts related to deficiencies associated with minimum volume commitments, net of the applicable amounts subsequently recognized into revenue and (v) other items that our CODM believes are integral to understanding our core segment operating performance.

We define Segment Adjusted EBITDA as revenues and equity earnings in unconsolidated entities less (a) purchases and related costs, (b) field operating costs and (c) segment general and administrative expenses, plus (d) our proportionate share of the depreciation and amortization expense of unconsolidated entities, further adjusted (e) for certain selected items including (i) 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, (ii) long-term inventory costing adjustments, (iii) charges for obligations that are expected to be settled with the issuance of equity instruments, (iv) amounts related to deficiencies associated with minimum volume commitments, net of the applicable amounts subsequently recognized into revenue and (v) other items that our CODM believes are integral to understanding our core segment operating performance and (f) to exclude the portion of all preceding items that is attributable to noncontrolling interests in consolidated joint venture entities (“Adjusted EBITDA attributable to noncontrolling interests in consolidated joint ventures”).

During the fourth quarter of 2021, we modified our definition of Segment Adjusted EBITDA to exclude amounts attributable to noncontrolling interests in consolidated joint ventures.

In connection with the Permian JV formation in October 2021, our CODM determined this modification resulted in amounts that were more meaningful to evaluate segment performance.

Amounts attributable to noncontrolling interests in consolidated joint ventures for periods prior have been recast to reflect this modification.

Segment Adjusted EBITDA excludes depreciation and amortization.

We look at each period’s earnings before non-cash depreciation and amortization as an important measure of segment performance.

The exclusion of depreciation and amortization expense could be viewed as limiting the usefulness of Segment Adjusted EBITDA as a performance measure because it does not account in current periods for the implied reduction in value of our capital assets, such as crude oil pipelines and facilities, caused by age-related decline and wear and tear.

The exclusion of depreciation and amortization expense could be viewed as limiting the usefulness of Segment Adjusted EBITDA as a performance measure because it does not account in current periods for the implied reduction in value of our capital assets, such as pipelines and facilities, caused by age-related decline and wear and tear.

We compensate for this limitation by recognizing that depreciation and amortization are largely offset by repair and maintenance investments, which act to partially offset the aging and wear and tear in the value of our principal fixed assets.

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Capital expenditures for the replacement and/or refurbishment of partially or fully depreciated assets in order to maintain the operating and/or earnings capacity of our existing assets are classified as maintenance capital, which is deducted in determining “available cash.” Repair and maintenance expenditures incurred in order to maintain the day to day operation of our existing assets are charged to expense as incurred.

Assets are not reviewed by our CODM on a segmented basis;

therefore, such information is not presented.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following tables reflect certain financial data for each segment (in millions):

Transportation Facilities Supply and

Logistics Intersegment

Adjustment Total

Crude Oil NGL Intersegment Revenues

Elimination Total

Year Ended December 31, 2021

External customers (1)

$ 1,016 $ 622 $ 22,058 $ ( 406 ) $ 23,290

Intersegment (2)

1,004 516 1 406 1,927

Total revenues of reportable segments $ 2,020 $ 1,138 $ 22,059 $ — $ 25,217

Revenues (1) :

Product sales $ 39,395 $ 1,829 $ ( 341 ) $ 40,883

Services 1,075 139 ( 19 ) 1,195

Total revenues $ 40,470 $ 1,968 $ ( 360 ) $ 42,078

Equity earnings in unconsolidated entities $ 274 $ — $ 274

Segment Adjusted EBITDA $ 1,909 $ 285 $ 2,194

Investment and acquisition capital (3)

Investment and acquisition capital expenditures (2) (3)

$ 212 $ 57 $ 269

Maintenance capital $ 136 $ 51 $ 29 $ 216

Maintenance capital expenditures (3)

$ 100 $ 68 $ 168

As of December 31, 2021

Total assets $ 14,416 $ 6,165 $ 5,370 $ 25,951

Investments in unconsolidated entities $ 3,805 $ — $ 3,805

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Transportation Facilities Supply and

Logistics Intersegment

Adjustment Total

Crude Oil NGL Intersegment Revenues

Elimination Total

Year Ended December 31, 2020

External customers (1)

$ 1,259 $ 609 $ 32,272 $ ( 471 ) $ 33,669

Intersegment (2)

1,061 562 4 471 2,098

Total revenues of reportable segments $ 2,320 $ 1,171 $ 32,276 $ — $ 35,767

Revenues (1) :

Product sales $ 21,089 $ 1,218 $ ( 249 ) $ 22,058

Services 1,110 142 ( 20 ) 1,232

Total revenues $ 22,199 $ 1,360 $ ( 269 ) $ 23,290

Equity earnings in unconsolidated entities $ 355 $ — $ 355

Segment Adjusted EBITDA $ 2,216 $ 327 $ 2,543

Investment and acquisition capital (3)

Investment and acquisition capital expenditures (2) (3)

$ 1,182 $ 49 $ 1,231

Maintenance capital $ 161 $ 97 $ 29 $ 287

Maintenance capital expenditures (3)

$ 171 $ 45 $ 216

As of December 31, 2020

Total assets $ 15,549 $ 7,593 $ 6,827 $ 29,969

Investments in unconsolidated entities $ 3,764 $ — $ 3,764

Transportation Facilities Supply and

Logistics Intersegment

Adjustment Total

Crude Oil NGL Intersegment Revenues

Elimination Total

Year Ended December 31, 2019

External customers (1)

$ 1,116 $ 588 $ 32,819 $ ( 468 ) $ 34,055

Intersegment (2)

874 573 3 468 1,918

Total revenues of reportable segments $ 1,990 $ 1,161 $ 32,822 $ — $ 35,973

Revenues (1) :

Product sales $ 30,375 $ 2,302 $ ( 405 ) $ 32,272

Services 1,280 137 ( 20 ) 1,397

Total revenues $ 31,655 $ 2,439 $ ( 425 ) $ 33,669

Equity earnings in unconsolidated entities $ 388 $ — $ 388

Segment Adjusted EBITDA $ 2,753 $ 467 $ 3,220

Investment and acquisition capital (3)

Investment and acquisition capital expenditures (2) (3)

$ 1,332 $ 58 $ 1,390

Maintenance capital $ 139 $ 100 $ 13 $ 252

Maintenance capital expenditures (3)

$ 248 $ 39 $ 287

As of December 31, 2019

Total assets $ 13,947 $ 7,464 $ 5,419 $ 26,830

Investments in unconsolidated entities $ 3,683 $ — $ 3,683

(1) Transportation revenues from External customers include certain inventory exchanges with our customers where our Supply and Logistics segment has transacted the inventory exchange and serves as the shipper on our pipeline systems.

See Note 3 for a discussion of our related accounting policy.

We have included an estimate of the revenues from these inventory exchanges in our Transportation segment revenues from External customers presented above and adjusted those revenues out such that Total revenues from External customers reconciles to our Consolidated Statements of Operations.

This presentation is consistent with the information provided to our CODM.

(2) Segment revenues include intersegment amounts that are eliminated in Purchases and related costs and Field operating costs in our Consolidated Statements of Operations.

Intersegment activities are conducted at posted tariff rates where applicable, or otherwise at rates similar to those charged to third parties or rates that we believe approximate market at the time the agreement is executed or renegotiated.

(3) Investment and acquisition capital expenditures, including investments in unconsolidated entities.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(1) Segment revenues include intersegment amounts that are eliminated in Purchases and related costs.

(2) Investment and acquisition capital expenditures, including investments in unconsolidated entities.

(3) These amounts combined represent total capital expenditures.

Segment Adjusted EBITDA Reconciliation

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( 123 ) ( 73 ) ( 62 )

Gains/(losses) from derivative activities, net of inventory valuation adjustments (3)

Gains/(losses) from derivative activities and inventory valuation adjustments (3)

271 ( 480 ) ( 160 )

Long-term inventory costing adjustments (4)

( 44 ) 20 ( 21 )

Deficiencies under minimum volume commitments, net (5)

( 74 ) 18 ( 7 )

Equity-indexed compensation expense (6)

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Net gain/(loss) on foreign currency revaluation (7)

3 ( 14 ) ( 3 )

Line 901 incident (8)

Significant acquisition-related expenses (9)

( 15 ) — ( 10 )

Significant transaction-related expenses (9)

( 16 ) ( 3 ) —

Adjusted EBITDA attributable to noncontrolling interests in consolidated joint ventures (10)

Unallocated general and administrative expenses (11)

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( 425 ) ( 436 ) ( 425 )

Other income/(expense), net

Other income, net

Income/(loss) before tax

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(1) Represents adjustments utilized by our CODM in the evaluation of segment results.

(2) Includes our proportionate share of the depreciation and amortization of unconsolidated entities.

(2) Includes our proportionate share of the depreciation and amortization expense (including write-downs related to cancelled projects) of unconsolidated entities.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(3) We use derivative instruments for risk management purposes and our related processes include specific identification of hedging instruments to an underlying hedged transaction.

Although we identify an underlying transaction for each derivative instrument we enter into, there may not be an accounting hedge relationship between the instrument and the underlying transaction.

In the course of evaluating our results, we identify the earnings that were recognized during the period related to derivative instruments for which the identified underlying transaction does not occur in the current period and exclude the related gains and losses in determining Segment Adjusted EBITDA.

In the course of evaluating our results, we identify differences in the timing of earnings from the derivative instruments and the underlying transactions and exclude the related gains and losses in determining Segment Adjusted EBITDA such that the earnings from the derivative instruments and the underlying transactions impact Segment Adjusted EBITDA in the same period.

In addition, we exclude gains and losses on derivatives that are related to investing activities, such as the purchase of linefill.

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We exclude 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 from Segment Adjusted EBITDA.

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(5) We, and certain of our equity method investments, have certain agreements that require counterparties to deliver, transport or throughput a minimum volume over an agreed upon period.

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Our CODM views the inclusion of the contractually committed revenues associated with that period as meaningful to Segment Adjusted EBITDA 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.

(6) Includes equity-indexed compensation expense associated with awards that will or may be settled in units.

(7) Includes gains and losses realized on the settlement of foreign currency transactions as well as the revaluation of monetary assets and liabilities denominated in a foreign currency.

(6) Our total equity-indexed compensation expense includes expense associated with awards that will be settled in PAA common units and awards that will be settled in cash.

The awards that will be settled in PAA common units are included in PAA’s diluted net income per unit calculation when the applicable performance criteria have been met.

We exclude compensation expense associated with these awards in determining Segment Adjusted EBITDA as the dilutive impact of the outstanding awards is included in PAA’s diluted net income per unit calculation, as applicable.

The portion of compensation expense associated with awards that will settle in cash is not excluded in determining Segment Adjusted EBITDA.

See Note 18 for information regarding our equity-indexed compensation plans.

(7) During the periods presented, there were fluctuations in the value of CAD to USD, resulting in the realization of foreign exchange gains and losses on the settlement of foreign currency transactions as well as the revaluation of monetary assets and liabilities denominated in a foreign currency.

These gains and losses are not integral to our core operating performance and were therefore excluded in determining Segment Adjusted EBITDA.

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

See Note 19 for additional information regarding the Line 901 incident.

(9) Includes acquisition-related expenses associated with the Felix Midstream LLC acquisition.

(9) Includes expenses associated with the Permian JV transaction in 2021 and the Felix Midstream LLC acquisition in 2020.

See Note 7 for additional discussion.

An adjustment for these non-recurring expenses is included in the calculation of Segment Adjusted EBITDA for the year ended December 31, 2020 as our CODM does not view such expenses as integral to understanding our core segment operating performance.

An adjustment for these non-recurring expenses is included in the calculation of Segment Adjusted EBITDA for the years ended December 31, 2021 and 2020 as our CODM does not view such expenses as integral to understanding our core segment operating performance.

(10) Reflects amounts attributable to noncontrolling interests in the Permian JV (beginning October 2021) and Red River LLC.

See Note 12 for additional information regarding these noncontrolling interests.

(11) Represents general and administrative expenses incremental to those of PAA, which are not allocated to our reporting segments in determining Segment Adjusted EBITDA.

Index to Financial Statements

PLAINS GP HOLDINGS, L.P.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Geographic Data

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures