PLAINS GP HOLDINGS LP 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures We maintain written disclosure controls and procedures, which we refer to as our “DCP.” Our DCP is designed to ensure that information required to be disclosed by us in reports that we file under the Securities Exchange Act of 1934 (the “Exchange Act”) is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosure. 94 Table of Contents Index to Financial Statements Applicable SEC rules require an evaluation of the effectiveness of our DCP. Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our DCP as of December 31, 2024, the end of the period covered by this report, and, based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our DCP is effective. Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. “Internal control over financial reporting” is a process designed by, or under the supervision of, our Chief Executive Officer and our Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management, including our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2024. See “Management’s Report on Internal Control Over Financial Reporting” on page F-2 of our Consolidated Financial Statements. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, assessed the effectiveness of our internal control over financial reporting, as stated in the firm’s report. See “Report of Independent Registered Public Accounting Firm” on page F-3 of our Consolidated Financial Statements. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Certifications The certifications of our Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) are filed with this report as Exhibits 31.1 and 31.2. The certifications of our Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350 are furnished with this report as Exhibits 32.1 and 32.2. Item 9B. Other Information During the quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 95 Table of Contents Index to Financial Statements PART III Item 10. Directors and Executive Officers of Our General Partner and Corporate Governance The information required by this item will be set forth in the Proxy Statement for our 2025 Annual Meeting, which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024, and is incorporated herein by reference thereto. Directors and Executive Officers As of the date of filing this report, the following individuals were serving as our executive officers and/or directors: Name Principal Occupation or Employment Willie Chiang (1)(2) Chairman of the Board and Chief Executive Officer Harry N. Pefanis (1)(2) President and Director Chris R. Chandler (1) Executive Vice President and Chief Operating Officer Al Swanson (1) Executive Vice President and Chief Financial Officer Jeremy L. Goebel (1) Executive Vice President and Chief Commercial Officer Richard K. McGee (1) Executive Vice President, General Counsel and Secretary Chris Herbold (1) Senior Vice President, Finance and Chief Accounting Officer Greg L. Armstrong (2) Senior Advisor to the Chief Executive Officer (former Chairman and Chief Executive Officer) Victor Burk (2) Former Senior Advisor, Alvarez and Marsal Ellen R. DeSanctis (2) Former Senior Vice President, ConocoPhillips Kevin McCarthy (2) Former Vice Chairman, Kayne Anderson Capital Advisors, L.P. Gary R. Petersen (2) Managing Partner, EnCap Investments L.P. Alexandra D. Pruner (2) Senior Advisor, Perella Weinberg Partners John T. Raymond (2) Managing Partner and Chief Executive Officer, The Energy & Minerals Group Bobby S. Shackouls (2) Former Chairman and CEO, Burlington Resources Inc. Lawrence M. Ziemba (2) Former Executive Vice President, Refining, Phillips 66 (1) Executive officer (for purposes of Item 401(b) of Regulation S-K) (2) Director A complete list of our officers, including the executive officers listed above, is available on our website at www.plains.com under Who We Are—Leadership. Item 11. Executive Compensation The information required by this item will be set forth in the Proxy Statement for our 2025 Annual Meeting, which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024, and is incorporated herein by reference thereto. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The information required by this item will be set forth in the Proxy Statement for our 2025 Annual Meeting, which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024, and is incorporated herein by reference thereto. 96 Table of Contents Index to Financial Statements Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item will be set forth in the Proxy Statement for our 2025 Annual Meeting, which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024, and is incorporated herein by reference thereto. Item 14. Principal Accountant Fees and Services The information required by this item will be set forth in the Proxy Statement for our 2025 Annual Meeting, which will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024, and is incorporated herein by reference thereto. 97 Table of Contents Index to Financial Statements PART IV Item 15. Exhibits and Financial Statement Schedules (a) (1) Financial Statements See “Index to the Consolidated Financial Statements” set forth on Page F-1. (2) Financial Statement Schedules All schedules are omitted because they are either not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto. (3) Exhibits Exhibit No. Description 2.1* — Simplification Agreement, dated as of July 11, 2016, by and among PAA GP Holdings LLC, Plains GP Holdings, L.P., Plains All American GP LLC, Plains AAP, L.P., PAA GP LLC and Plains All American Pipeline, L.P. (incorporated by reference to Exhibit 2.1 to PAA’s Current Report on Form 8-K filed July 14, 2016). 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. dated as of October 10, 2017 (incorporated by reference to Exhibit 3.1 to PAA’s Current Report on Form 8-K filed October 12, 2017). 3.2 — Seventh Amended and Restated Limited Liability Company Agreement of Plains All American GP LLC dated November 15, 2016 (incorporated by reference to Exhibit 3.3 to our Current Report on Form 8-K filed November 21, 2016). 3.3 — Eighth Amended and Restated Limited Partnership Agreement of Plains AAP, L.P. dated November 15, 2016 (incorporated by reference to Exhibit 3.4 to our Current Report on Form 8-K filed November 21, 2016). 3.4 — Amendment No. 1 dated September 26, 2018 to the Eighth Amended and Restated Limited Partnership Agreement of Plains AAP, L.P. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed October 2, 2018). 3.5 — Amendment No. 2 dated May 23, 2019 to the Eighth Amended and Restated Limited Partnership Agreement of Plains AAP, L.P. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed May 30, 2019). 3.6 — Amendment No. 3 dated August 17, 2023 to the Eighth Amended and Restated Limited Partnership Agreement of Plains AAP, L.P. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed August 21, 2023). 3.7 — Limited Liability Company Agreement of PAA GP LLC dated December 28, 2007 (incorporated by reference to Exhibit 3.3 to PAA’s Current Report on Form 8-K filed January 4, 2008). 3.8 — Certificate of Limited Partnership of Plains GP Holdings, L.P. (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 (333-190227) filed July 29, 2013). 3.9 — Second Amended and Restated Agreement of Limited Partnership of Plains GP Holdings, L.P. 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). 3.10 — Amendment No. 1 dated April 6, 2020 to the Second Amended and Restated Agreement of Limited Partnership of Plains GP Holdings, L.P. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed April 9, 2020). 98 Table of Contents Index to Financial Statements 3.11 — 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). 3.12 — Fourth Amended and Restated Limited Liability Company Agreement of PAA GP Holdings LLC dated effective as of August 19, 2021 (incorporated by reference to Exhibit 3.11 to our Annual Report on Form 10-K for the year ended December 31, 2021). 4.1 — Indenture dated September 25, 2002 among Plains All American Pipeline, L.P., PAA Finance Corp. and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to PAA’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002). 4.2 — Sixth Supplemental Indenture (Series A and Series B 6.70% Senior Notes due 2036) dated May 12, 2006 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to PAA’s Current Report on Form 8-K filed May 12, 2006). 4.3 — Tenth Supplemental Indenture (Series A and Series B 6.650% Senior Notes due 2037) dated October 30, 2006 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to PAA’s Current Report on Form 8-K filed October 30, 2006). 4.4 — Twenty-First Supplemental Indenture (5.15% Senior Notes due 2042) dated March 22, 2012 among Plains All American Pipeline, L.P., PAA Finance Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to PAA’s Current Report on Form 8-K filed March 26, 2012). 4.5 — Twenty-Third Supplemental Indenture (4.30% Senior Notes due 2043) dated December 10, 2012, by and among Plains All American Pipeline, L.P., PAA Finance Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to PAA’s Current Report on Form 8-K filed December 12, 2012). 4.6 — Twenty-Fifth Supplemental Indenture (4.70% Senior Notes due 2044) dated April 23, 2014, by and among Plains All American Pipeline, L.P., PAA Finance Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed April 29, 2014). 4.7 — 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. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed December 11, 2014). 4.8 — Twenty-Ninth Supplemental Indenture (4.65% Senior Notes due 2025) dated August 24, 2015, by and among Plains All American Pipeline, L.P., PAA Finance Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to PAA’s Current Report on Form 8-K filed August 26, 2015). 4.9 — Thirtieth Supplemental Indenture (4.50% Senior Notes due 2026) dated November 22, 2016, by and among Plains All American Pipeline, L.P., PAA Finance Corp. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to PAA’s Current Report on Form 8-K filed November 29, 2016). 4.10 — Thirty-First Supplemental Indenture (3.55% Senior Notes due 2029) dated September 16, 2019, by and among Plains All American Pipeline, L.P., PAA Finance Corp. and U.S. 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). 4.11 — 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. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to PAA’s Current Report on Form 8-K filed June 11, 2020). 4.12 — Thirty-Third Supplemental Indenture (5.70% Senior Notes due 2034) dated June 27, 2024, by and among Plains All American Pipeline, L.P., PAA Finance Corp. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to PAA ’ s Current Report on Form 8-K filed June 27, 2024). 4.13 — Thirty-Fourth Supplemental Indenture (5.950% Senior Notes due 2035) dated January 15, 2025, by and among Plains All American Pipeline, L.P., PAA Finance Corp. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed January 15, 2025). 99 Table of Contents Index to Financial Statements 4.14 — Shareholder and Registration Rights Agreement dated October 21, 2013 by and among Plains GP Holdings, L.P. and the other parties signatory thereto (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed October 25, 2013). 4.15 † — Description of Our Securities. 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 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 — First Amendment to Credit Agreement dated as of August 22, 2022, 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 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 25, 2022). 10.3 — Second Amendment to Credit Agreement dated as of August 19, 2024, 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 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 22, 2024). 10.4 — 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 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). 10.5 — First Amendment to Fourth Amended and Restated Credit Agreement dated as of August 22, 2022, 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 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 25, 2022). 10.6 — Second Amendment to Fourth Amended and Restated Credit Agreement dated as of August 19, 2024, 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 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 22, 2024). 10.7 — Contribution and Assumption Agreement dated December 28, 2007, by and between Plains AAP, L.P. and PAA GP LLC (incorporated by reference to Exhibit 10.2 to PAA’s Current Report on Form 8-K filed January 4, 2008). 10.8 — Omnibus Agreement by and among PAA GP Holdings LLC, Plains GP Holdings, L.P., Plains All American GP LLC, Plains AAP, L.P., PAA GP LLC, and Plains All American Pipeline, L.P., dated November 15, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed November 21, 2016). 10.9 — Amended and Restated Administrative Agreement by and among PAA GP Holdings LLC, Plains GP Holdings, L.P., Plains All American GP LLC, Plains AAP, L.P., PAA GP LLC, and Plains All American Pipeline, L.P., dated November 15, 2016 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed November 21, 2016). 10.10** — Amended and Restated Employment Agreement between Plains All American GP LLC and Greg L. Armstrong dated as of June 30, 2001 (incorporated by reference to Exhibit 10.1 to PAA’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001). 100 Table of Contents Index to Financial Statements 10.11** — First Amendment to Amended and Restated Employment Agreement dated December 4, 2008 between Plains All American GP LLC and Greg L. Armstrong (incorporated by reference to Exhibit 10.49 to PAA’s Annual Report on Form 10-K for the year ended December 31, 2008). 10.12** — Waiver Agreement dated as of December 23, 2010 between Plains All American GP LLC and Greg L. Armstrong (incorporated by reference to Exhibit 10.31 to PAA’s Annual Report on Form 10-K for the year ended December 31, 2010). 10.13** — Waiver Agreement dated October 21, 2013 to the Amended and Restated Employment Agreement dated June 30, 2001 of Greg L. Armstrong (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed October 25, 2013). 10.14** — Second Amended and Restated Employment Agreement dated effective October 1, 2018 between Plains All American GP LLC and Greg L. Armstrong (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018). 10.15** — Third Amended and Restated Employment Agreement dated effective January 1, 2020 between Plains All American GP LLC and Greg L. Armstrong (incorporated by reference to Exhibit 10.31 to our Annual Report on Form 10-K for the year ended December 31, 2019). 10.16** — Amendment No. 1 to Third Amended and Restated Employment Agreement dated effective December 31, 2021 between Plains All American GP LLC and Greg L. Armstrong (incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the year ended December 31, 2021). 10.17** — Amended and Restated Employment Agreement between Plains All American GP LLC and Harry N. Pefanis dated as of June 30, 2001 (incorporated by reference to Exhibit 10.2 to PAA’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001). 10.18** — First Amendment to Amended and Restated Employment Agreement dated December 4, 2008 between Plains All American GP LLC and Harry N. Pefanis (incorporated by reference to Exhibit 10.50 to PAA’s Annual Report on Form 10-K for the year ended December 31, 2008). 10.19** — Amendment No. 2 dated August 15, 2019 to Harry Pefanis Amended and Restated Employment Agreement (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019). 10.20** — Waiver Agreement dated as of December 23, 2010 between Plains All American GP LLC and Harry N. Pefanis (incorporated by reference to Exhibit 10.32 to PAA’s Annual Report on Form 10-K for the year ended December 31, 2010). 10.21** — Waiver Agreement dated October 21, 2013 to the Amended and Restated Employment Agreement dated June 30, 2001 of Harry N. Pefanis (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed October 25, 2013). 10.22** — Employment Agreement between Plains All American GP LLC and Willie Chiang dated July 10, 2015 (incorporated by reference to Exhibit 10.53 to PAA’s Annual Report on Form 10-K for the year ended December 31, 2015). 10.23** — Amended and Restated Employment Agreement dated effective October 1, 2018 between Plains All American GP LLC and Willie Chiang (incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2018). 10.24** — 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). 10.25** — 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). 10.26** — 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). 10.27** — Plains All American PNG Successor Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to PAA’s Registration Statement on Form S-8 (333-193139) filed December 31, 2013). 101 Table of Contents Index to Financial Statements 10.28** — PAA Natural Gas Storage, L.P. 2010 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to PNG’s Current Report on Form 8-K filed May 11, 2010). 10.29** — Plains GP Holdings, L.P. Long Term Incentive Plan (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed October 25, 2013). 10.30** — 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). 10.31** — Form of LTIP Grant Letter dated August 13, 2020 (Directors) (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020). 10.32 — 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). 10.33** — 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). 10.34** — Form of Amended and Restated Special Retention LTIP Grant Letter Dated February 24, 2022 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022). 10.35** — 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). 10.36** — 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). 10.37** — Form of LTIP Grant Letter dated August 18, 2022 (Named Executive Officers) (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022). 10.38** — Form of LTIP Grant Letter dated August 17, 2023 (Named Executive Officers) (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023). 10.39** — Form of LTIP Grant Letter dated August 17, 2023 (Directors) (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023). 10.40** — Form of LTIP Grant Letter dated August 15, 2024 (Named Executive Officers) (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024). 10.41** — Form of LTIP Grant Letter dated August 15, 2024 (Directors) (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024). 19.1 † — P oli cy on Insider Trading. 19.2 † — P olicy Regarding Special Tra ding Procedures. 21.1 † — List of Subsidiaries of Plains GP Holdings, L.P. 23.1 † — Consent of PricewaterhouseCoopers LLP. 31.1 † — Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a). 31.2 † — Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a). 32.1 †† — Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350. 32.2 †† — Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350. 97.1 — Amended and Restated Clawback Policy (incorporated by referenc e to Exhibit 97.1 to our Annual Report on Form 10-K for the year ended Decem ber 31, 2023). 101. INS† — XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 102 Table of Contents Index to Financial Statements 101.SCH† — Inline XBRL Taxonomy Extension Schema Document 101.CAL† — Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF† — Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB† — Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE† — Inline XBRL Taxonomy Extension Presentation Linkbase Document 104† — Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) † Filed herewith. †† Furnished herewith. * Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request. ** Management compensatory plan or arrangement. Item 16. Form 10-K Summary None. 103 Table of Contents Index to Financial Statements SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PLAINS GP HOLDINGS, L.P. By: PAA GP HOLDINGS LLC, its general partner By: /s/ Willie Chiang Willie Chiang, Chairman of the Board and Chief Executive Officer of PAA GP Holdings LLC (Principal Executive Officer) February 27, 2025 By: /s/ Al Swanson Al Swanson, Executive Vice President and Chief Financial Officer of PAA GP Holdings LLC (Principal Financial Officer) February 27, 2025 By: /s/ Chris Herbold Chris Herbold, Senior Vice President, Finance and Chief Accounting Officer of PAA GP Holdings LLC (Principal Accounting Officer) February 27, 2025 104 Table of Contents Index to Financial Statements Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ Willie Chiang Chairman of the Board and Chief Executive Officer of PAA GP Holdings LLC (Principal Executive Officer) February 27, 2025 Willie Chiang /s/ Harry N. Pefanis Director and President of PAA GP Holdings LLC February 27, 2025 Harry N. Pefanis /s/ Al Swanson Executive Vice President and Chief Financial Officer of PAA GP Holdings LLC (Principal Financial Officer) February 27, 2025 Al Swanson /s/ Chris Herbold Senior Vice President, Finance and Chief Accounting Officer of PAA GP Holdings LLC (Principal Accounting Officer) February 27, 2025 Chris Herbold /s/ Greg L. Armstrong Director of PAA GP Holdings LLC February 27, 2025 Greg L. Armstrong /s/ Victor Burk Director of PAA GP Holdings LLC February 27, 2025 Victor Burk /s/ Ellen R. DeSanctis Director of PAA GP Holdings LLC February 27, 2025 Ellen R. DeSanctis /s/ Kevin McCarthy Director of PAA GP Holdings LLC February 27, 2025 Kevin McCarthy /s/ Gary R. Petersen Director of PAA GP Holdings LLC February 27, 2025 Gary R. Petersen /s/ Alexandra D. Pruner Director of PAA GP Holdings LLC February 27, 2025 Alexandra D. Pruner /s/ John T. Raymond Director of PAA GP Holdings LLC February 27, 2025 John T. Raymond /s/ Bobby S. Shackouls Director of PAA GP Holdings LLC February 27, 2025 Bobby S. Shackouls /s/ Lawrence M. Ziemba Director of PAA GP Holdings LLC February 27, 2025 Lawrence M. Ziemba 105 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Page Consolidated Financial Statements Management’s Report on Internal Control Over Financial Reporting F- 2 Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) F- 3 Consolidated Balance Sheets as of December 31, 202 4 and 20 23 F- 5 Consolidated Statements of Operations for the years ended December 31, 202 4 , 202 3 and 20 2 2 F- 6 Consolidated Statements of Comprehensive Income for the years ended December 31, 202 4 , 202 3 and 20 2 2 F- 7 Consolidated Statements of Changes in Accumulated Other Comprehensive Income/(Loss) for the years ended December 31, 202 4 , 202 3 and 20 2 2 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 202 4 , 202 3 and 20 2 2 F- 8 Consolidated Statements of Changes in Partners’ Capital for the years ended December 31, 202 4 , 202 3 and 20 2 2 F- 9 Notes to the Consolidated Financial Statements: F- 10 1. Organization and Basis of Consolidation and Presentation F- 10 2. Summary of Significant Accounting Policies F- 12 3. Revenues and Accounts Receivable F- 15 4. Net Income Per Class A Share F- 19 5. Inventory, Linefill and Long-term Inventory F- 20 6. Property and Equipment F- 21 7. Acquisitions, Divestitures and Other Transactions F- 22 8. Investments in Unconsolidated Entities F- 26 9. Intangible Assets, Net F- 29 10. Debt F- 30 11. Partners’ Capital and Distributions F- 33 12. Derivatives and Risk Management Activities F- 38 13. Leases F- 42 14. Income Taxes F- 45 15. Major Customers and Concentration of Credit Risk F- 48 16. Related Party Transactions F- 48 17. Equity-Indexed Compensation Plans F- 49 18. Commitments and Contingencies F- 50 19. Segment Information F- 55 F-1 Table of Contents Index to Financial Statements MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Plains GP Holdings, L.P.’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate the effectiveness of the Partnership’s internal control over financial reporting. Based on that evaluation, management has concluded that the Partnership’s internal control over financial reporting was effective as of December 31, 2024. The effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on Page F-3. /s/ Willie Chiang Willie Chiang Chairman of the Board and Chief Executive Officer of PAA GP Holdings LLC (Principal Executive Officer) /s/ Al Swanson Al Swanson Executive Vice President and Chief Financial Officer of PAA GP Holdings LLC (Principal Financial Officer) February 27, 2025 F-2 Table of Contents Index to Financial Statements Report of Independent Registered Public Accounting Firm To the Board of Directors of PAA GP Holdings LLC and Shareholders of Plains GP Holdings, L.P. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Plains GP Holdings, L.P. and its subsidiaries (the “Partnership”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income, of changes in accumulated other comprehensive income (loss), of changes in partners’ capital and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Partnership’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Partnership’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Partnership’s consolidated financial statements and on the Partnership’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; 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. F-3 Table of Contents Index to Financial Statements Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters 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. Revenue Recognition – Crude Oil Sales As described in Note 3 to the consolidated financial statements, revenue from sales of crude oil 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. The Partnership recognized crude oil sales of $47,036 million for the year ended December 31, 2024. The principal consideration for our determination that performing procedures relating to revenue recognition for crude oil sales is a critical audit matter is a high degree of auditor effort in performing procedures related to the Partnership’s revenue recognition. 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 revenue recognition process for crude oil sales. These procedures also included, among others (i) testing revenue recognized for a sample of crude oil sales revenue transactions by obtaining and inspecting source documents, such as contracts, settlement statements, invoices, and payment receipts and (ii) confirming a sample of outstanding customer invoice balances as of December 31, 2024, and for confirmations not returned, obtaining and inspecting source documents, such as contracts, settlement statements, invoices, and subsequent payment receipts. /s/ PricewaterhouseCoopers LLP Houston, Texas February 27, 2025 We have served as the Partnership’s auditor since 2013. F-4 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in millions, except share data) December 31, 2024 December 31, 2023 ASSETS CURRENT ASSETS Cash and cash equivalents $ 349 $ 453 Trade accounts receivable and other receivables, net 3,901 3,760 Inventory 439 548 Other current assets 87 155 Total current assets 4,776 4,916 PROPERTY AND EQUIPMENT 21,300 21,143 Accumulated depreciation ( 5,876 ) ( 5,361 ) Property and equipment, net 15,424 15,782 OTHER ASSETS Investments in unconsolidated entities 2,811 2,820 Intangible assets, net 1,677 1,875 Deferred tax asset 1,220 1,239 Linefill 968 976 Long-term operating lease right-of-use assets, net 332 313 Long-term inventory 280 265 Other long-term assets, net 268 411 Total assets $ 27,756 $ 28,597 LIABILITIES AND PARTNERS’ CAPITAL CURRENT LIABILITIES Trade accounts payable $ 3,881 $ 3,845 Short-term debt 408 446 Other current liabilities 635 714 Total current liabilities 4,924 5,005 LONG-TERM LIABILITIES Senior notes, net 7,141 7,242 Other long-term debt, net 72 63 Long-term operating lease liabilities 313 274 Other long-term liabilities and deferred credits 990 1,041 Total long-term liabilities 8,516 8,620 COMMITMENTS AND CONTINGENCIES (NOTE 18) PARTNERS’ CAPITAL Class A shareholders ( 197,465,699 and 196,416,760 shares outstanding, respectively) 1,351 1,548 Noncontrolling interests 12,965 13,424 Total partners’ capital 14,316 14,972 Total liabilities and partners’ capital $ 27,756 $ 28,597 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) Year Ended December 31, 2024 2023 2022 REVENUES Product sales revenues $ 48,254 $ 46,974 $ 55,948 Services revenues 1,819 1,738 1,394 Total revenues 50,073 48,712 57,342 COSTS AND EXPENSES Purchases and related costs 45,560 44,531 53,176 Field operating costs 1,768 1,425 1,315 General and administrative expenses 387 356 330 Depreciation and amortization 1,026 1,051 968 (Gains)/losses on asset sales, asset impairments and other, net (Note 6, Note 7) 160 ( 152 ) 269 Total costs and expenses 48,901 47,211 56,058 OPERATING INCOME 1,172 1,501 1,284 OTHER INCOME/(EXPENSE) Equity earnings in unconsolidated entities 452 369 403 Gain on investments in unconsolidated entities, net (Note 7, Note 8) 15 28 346 Interest expense (net of capitalized interest of $ 9 , $ 10 and $ 5 , respectively) ( 382 ) ( 386 ) ( 405 ) Other income/(expense), net 17 102 ( 219 ) INCOME BEFORE TAX 1,274 1,614 1,409 Current income tax expense ( 195 ) ( 145 ) ( 84 ) Deferred income tax expense ( 9 ) ( 44 ) ( 162 ) NET INCOME 1,070 1,425 1,163 Net income attributable to noncontrolling interests ( 967 ) ( 1,227 ) ( 995 ) NET INCOME ATTRIBUTABLE TO PAGP $ 103 $ 198 $ 168 Basic and diluted weighted average Class A shares outstanding 197 195 194 Basic and diluted net income per Class A share $ 0.52 $ 1.01 $ 0.86 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) Year Ended December 31, 2024 2023 2022 Net income $ 1,070 $ 1,425 $ 1,163 Other comprehensive income/(loss) ( 247 ) 118 ( 101 ) Comprehensive income 823 1,543 1,062 Comprehensive income attributable to noncontrolling interests ( 789 ) ( 1,312 ) ( 922 ) Comprehensive income attributable to PAGP $ 34 $ 231 $ 140 The accompanying notes are an integral part of these consolidated financial statements. PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) (in millions) Derivative Instruments Translation Adjustments Other Total Balance at December 31, 2021 $ ( 208 ) $ ( 642 ) $ ( 3 ) $ ( 853 ) Reclassification adjustments 7 — — 7 Unrealized gain on hedges 94 — — 94 Currency translation adjustments — ( 204 ) — ( 204 ) Other — — 2 2 2022 Activity 101 ( 204 ) 2 ( 101 ) Balance at December 31, 2022 $ ( 107 ) $ ( 846 ) $ ( 1 ) $ ( 954 ) Reclassification adjustments 11 — — 11 Unrealized gain on hedges 15 — — 15 Currency translation adjustments — 91 — 91 Other — — 1 1 2023 Activity 26 91 1 118 Balance at December 31, 2023 $ ( 81 ) $ ( 755 ) $ — $ ( 836 ) Reclassification adjustments 8 — — 8 Unrealized gain on hedges 29 — — 29 Currency translation adjustments — ( 284 ) — ( 284 ) 2024 Activity 37 ( 284 ) — ( 247 ) Balance at December 31, 2024 $ ( 44 ) $ ( 1,039 ) $ — $ ( 1,083 ) The accompanying notes are an integral part of these consolidated financial statements. F-7 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,070 $ 1,425 $ 1,163 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 1,026 1,051 968 (Gains)/losses on asset sales, asset impairments and other, net (Note 6, Note 7) 160 ( 152 ) 269 Equity-indexed compensation expense 52 51 41 Deferred income tax expense 9 44 162 Gains on sales of linefill — ( 2 ) ( 35 ) (Gain)/loss on foreign currency revaluation ( 17 ) 8 41 Settlement of terminated interest rate hedging instruments (Note 12) 57 80 42 Change in fair value of Preferred Distribution Rate Reset Option (Note 12) — ( 58 ) 189 Equity earnings in unconsolidated entities ( 452 ) ( 369 ) ( 403 ) Distributions on earnings from unconsolidated entities 505 458 488 Gain on investments in unconsolidated entities, net (Note 7, Note 8) ( 15 ) ( 28 ) ( 346 ) Other 17 20 16 Changes in assets and liabilities, net of acquisitions: Trade accounts receivable and other 112 213 649 Inventory 70 223 ( 10 ) Trade accounts payable and other ( 110 ) ( 242 ) ( 830 ) Net cash provided by operating activities 2,484 2,722 2,404 CASH FLOWS FROM INVESTING ACTIVITIES Cash paid in connection with acquisitions, net of cash acquired (Note 7) ( 248 ) ( 425 ) ( 149 ) Investments in unconsolidated entities (Note 8) ( 4 ) ( 33 ) ( 14 ) Additions to property, equipment and other ( 619 ) ( 559 ) ( 455 ) Cash paid for purchases of linefill ( 21 ) ( 23 ) ( 84 ) Proceeds from sales of assets (Note 7) 13 328 60 Cash received from sales of linefill — 9 72 Other investing activities 4 1 44 Net cash used in investing activities ( 875 ) ( 702 ) ( 526 ) CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings/(repayments) under PAA commercial paper program (Note 10) ( 40 ) 433 — Proceeds from the issuance of PAA senior notes (Note 10) 650 — — Repayments of PAA senior notes (Note 10) ( 750 ) ( 1,100 ) ( 750 ) Repurchase of common units by a subsidiary (Note 11) — — ( 74 ) Distributions paid to Class A shareholders (Note 11) ( 251 ) ( 209 ) ( 162 ) Distributions paid to noncontrolling interests (Note 11) ( 1,319 ) ( 1,113 ) ( 918 ) Contributions from noncontrolling interests 57 106 26 Other financing activities ( 49 ) ( 88 ) ( 49 ) Net cash used in financing activities ( 1,702 ) ( 1,971 ) ( 1,927 ) Effect of translation adjustment ( 11 ) — ( 3 ) Net increase/(decrease) in cash and cash equivalents and restricted cash ( 104 ) 49 ( 52 ) Cash and cash equivalents and restricted cash, beginning of period 453 404 456 Cash and cash equivalents and restricted cash, end of period $ 349 $ 453 $ 404 Cash paid for: Interest, net of amounts capitalized $ 351 $ 377 $ 393 Income taxes, net of amounts refunded $ 269 $ 69 $ 112 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (in millions) Class A Shareholders Noncontrolling Interests Total Partners’ Capital Balance at December 31, 2021 $ 1,533 $ 12,644 $ 14,177 Net income 168 995 1,163 Distributions (Note 11) ( 162 ) ( 921 ) ( 1,083 ) Deferred tax asset (Note 14) 5 — 5 Other comprehensive loss (Note 11) ( 28 ) ( 73 ) ( 101 ) Equity-indexed compensation expense 10 23 33 Repurchase of common units by a subsidiary (Note 11) 2 ( 76 ) ( 74 ) Contributions from noncontrolling interests — 26 26 Cactus II Pipeline LLC transaction (Note 7) — 526 526 Other ( 4 ) ( 30 ) ( 34 ) Balance at December 31, 2022 $ 1,524 $ 13,114 $ 14,638 Net income 198 1,227 1,425 Distributions (Note 11) ( 209 ) ( 1,121 ) ( 1,330 ) Deferred tax asset (Note 14) ( 2 ) — ( 2 ) Other comprehensive income (Note 11) 33 85 118 Equity-indexed compensation expense 11 26 37 Contributions from noncontrolling interests — 106 106 Other ( 7 ) ( 13 ) ( 20 ) Balance at December 31, 2023 $ 1,548 $ 13,424 $ 14,972 Net income 103 967 1,070 Distributions (Note 11) ( 251 ) ( 1,318 ) ( 1,569 ) Deferred tax asset (Note 14) 18 — 18 Other comprehensive loss (Note 11) ( 69 ) ( 178 ) ( 247 ) Equity-indexed compensation expense 12 26 38 Contributions from noncontrolling interests — 57 57 Other ( 10 ) ( 13 ) ( 23 ) Balance at December 31, 2024 $ 1,351 $ 12,965 $ 14,316 The accompanying notes are an integral part of these consolidated financial statements. F-9 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1— Organization and Basis of Consolidation and Presentation Organization Plains GP Holdings, L.P. (“PAGP”) is a Delaware limited partnership formed in 2013 that has elected to be taxed as a corporation for United States federal income tax purposes. PAGP does not directly own any operating assets; as of December 31, 2024, its sole source of cash flow is derived from an indirect investment in Plains All American Pipeline, L.P. (“PAA”), a publicly traded Delaware limited partnership. As used in this Form 10-K and unless the context indicates otherwise (taking into account the fact that PAGP has no operating activities apart from those conducted by PAA and its subsidiaries), the terms “Partnership,” “we,” “us,” “our,” “ours” and similar terms refer to PAGP and its subsidiaries. As of December 31, 2024, we owned an approximate 85 % limited partner interest in Plains AAP, L.P. (“AAP”) through our ownership of approximately 197.5 million Class A units of AAP (“AAP units”). We also own a 100 % managing member interest in Plains All American GP LLC (“GP LLC”), a Delaware limited liability company that holds the non-economic general partner interest in AAP. AAP is a Delaware limited partnership that, as of December 31, 2024, directly owned a limited partner interest in PAA through its ownership of approximately 232.9 million PAA common units (approximately 30 % of PAA’s total outstanding common units and Series A preferred units combined). 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’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 crude oil midstream service providers in North America, PAA owns an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and 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 and conducted through two operating segments: Crude Oil and NGL. See Note 19 for further discussion of our operating segments. PAA GP Holdings LLC, a Delaware limited liability company, is our general partner. Our general partner manages our operations and activities and is responsible for exercising on our behalf any rights we have as the sole and managing member of GP LLC, including responsibility for conducting the business and managing the operations of AAP and PAA. GP LLC employs our domestic officers and personnel involved in the operation and management of AAP and PAA. PAA’s Canadian officers and personnel are employed by our subsidiary, Plains Midstream Canada ULC. References to the “Plains Entities” include us, our general partner, GP LLC, AAP, PAA GP and PAA and its subsidiaries. Definitions Additional defined terms may be used in the following notes and shall have the meanings indicated below: AOCI = Accumulated other comprehensive income/(loss) ASC = Accounting Standards Codification ASU = Accounting Standards Update Bcf = Billion cubic feet Btu = British thermal unit CAD = Canadian dollar CODM = Chief Operating Decision Maker DERs = Distribution equivalent rights EBITDA = Earnings before interest, taxes, depreciation and amortization EPA = United States Environmental Protection Agency FASB = Financial Accounting Standards Board GAAP = Generally accepted accounting principles in the United States ICE = Intercontinental Exchange F-10 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ISDA = International Swaps and Derivatives Association LIBOR = London Interbank Offered Rate LTIP = Long-term incentive plan Mcf = Thousand cubic feet MMbls = Million barrels NGL = Natural gas liquids, including ethane, propane and butane NYMEX = New York Mercantile Exchange OECD = Organisation for Economic Co-operation and Development SEC = United States Securities and Exchange Commission SOFR = Secured Overnight Financing Rate TWh = Terawatt hour U.S. = United States USD = United States dollar WTI = West Texas Intermediate Basis of Consolidation and Presentation The accompanying financial statements and related notes present and discuss our consolidated financial position as of December 31, 2024 and 2023, 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, 2024, 2023 and 2022. All significant intercompany balances and 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. Investments in entities over which we have significant influence but not control are accounted for by the equity method. We apply proportionate consolidation for pipelines and other assets in which we own undivided joint interests. Our reporting currency is U.S. dollars, and all references to dollars are U.S. dollars, unless stated otherwise. Management judgment is required to evaluate whether PAGP controls an entity. Key areas of that evaluation include (i) determining whether an entity is a variable interest entity (“VIE”); (ii) determining whether PAGP is the primary beneficiary of a VIE, including evaluating which activities of the VIE most significantly impact its economic performance and the degree of power that PAGP and its related parties have over those activities through variable interests; and (iii) identifying events that require reconsideration of whether an entity is a VIE and continuously evaluating whether PAGP is a VIE’s primary beneficiary. We have determined that our subsidiaries, PAA and AAP, are VIEs and should be consolidated by PAGP because: • The limited partners of PAA and AAP lack (i) substantive “kick-out rights” (i.e., the right to remove the general partner) based on a simple majority or lower vote and (ii) substantive participation rights and thus lack the ability to block actions of the general partner that most significantly impact the economic performance of PAA and AAP, respectively. • AAP is the primary beneficiary of PAA because it has the power to direct the activities that most significantly impact PAA’s performance and the right to receive benefits, and obligation to absorb losses, that could be significant to PAA. • 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. F-11 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS With the exception of a deferred tax asset of $ 1.220 billion and $ 1.239 billion as of December 31, 2024 and 2023, respectively, substantially all assets and liabilities presented on PAGP’s Consolidated Balance Sheets are those of PAA. Only the assets of each respective VIE can be used to settle the obligations of that individual VIE, and the creditors of each/either of those VIEs do not have recourse against the general credit of PAGP. PAGP did not provide any financial support to PAA or AAP during the years ended December 31, 2024, 2023 or 2022. See Note 16 for information regarding the Omnibus Agreement entered into by the Plains Entities on November 15, 2016. 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 Use of Estimates The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the date of the financial statements. 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) 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. Purchases and Related 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. Inventory exchanges under buy/sell transactions are presented net in “Purchases and related costs” in our Consolidated Statements of Operations. Field Operating Costs and General and Administrative Expenses Field operating costs consist of various field operating expenses, including payroll, compensation and benefits costs for operations personnel; fuel and power costs (including the impact of gains and losses from derivative related activities); third-party trucking transportation costs for our U.S. crude oil operations; maintenance and integrity management costs; regulatory compliance; environmental remediation; insurance; costs for usage of third-party owned pipeline, rail and storage assets; vehicle leases; and property taxes. General and administrative expenses consist primarily of payroll, compensation and benefits costs; certain information systems and legal costs; office rent; contract and consultant costs; and audit and tax fees. Foreign Currency Transactions/Translation Certain of our subsidiaries use the Canadian dollar as their functional currency. Assets and liabilities of subsidiaries with a Canadian dollar functional currency are translated at period-end rates of exchange, and revenues and expenses are translated at average exchange rates prevailing for each month. The resulting translation adjustments are made directly to a separate component of other comprehensive income, which is reflected in Partners’ Capital on our Consolidated Balance Sheets. Certain of our subsidiaries also enter into transactions and have monetary assets and liabilities that are denominated in a currency other than the entities’ respective functional currencies. Gains and losses from the revaluation of foreign currency transactions and monetary assets and liabilities are generally included in the Consolidated Statements of Operations. However, gains and losses arising from intercompany foreign currency transactions that are of a long-term investment nature are reported in the same manner as translation adjustments. For the years ended December 31, 2024, 2023 and 2022, the revaluation of foreign currency transactions and monetary assets and liabilities resulted in the recognition of a net gain of $ 17 million, a net loss of $ 8 million and a net loss of $ 41 million, respectively, in our Consolidated Statements of Operations. F-12 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Cash and Cash Equivalents Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less and typically exceed federally insured limits. We periodically assess the financial condition of the institutions where these funds are held and believe that our credit risk is minimal. In accordance with our policy, unless they may be covered by funds on deposit, outstanding checks are classified as trade accounts payable rather than negative cash. As of December 31, 2024 and 2023, trade accounts payable included $ 27 million and $ 26 million, respectively, of outstanding checks that were reclassified from cash and cash equivalents. Noncontrolling Interests Noncontrolling interest represents the portion of assets and liabilities in a consolidated subsidiary that is owned by a third party. FASB guidance requires all entities to report noncontrolling interests in subsidiaries as a component of equity in the consolidated financial statements. See Note 11 for additional discussion regarding our noncontrolling interests. Asset Retirement Obligations FASB guidance establishes accounting requirements for retirement obligations associated with tangible long-lived assets, including estimates related to (i) the time of the liability recognition, (ii) initial measurement of the liability, (iii) allocation of asset retirement cost to expense, (iv) subsequent measurement of the liability and (v) financial statement disclosures. 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. 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, 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 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. The following table presents the change in the liability for asset retirement obligations, substantially all of which is reflected in “Other long-term liabilities and deferred credits” on our Consolidated Balance Sheets as of December 31, 2024, 2023 and 2022 (in millions): December 31, 2024 2023 2022 Beginning balance $ 126 $ 122 $ 143 Liabilities incurred 3 2 2 Liabilities settled (1) ( 2 ) ( 1 ) ( 26 ) Accretion expense 4 4 4 Revisions in estimated cash flows ( 1 ) ( 1 ) ( 1 ) Ending balance $ 130 $ 126 $ 122 (1) The 2022 amount primarily relates to the transfer of liabilities to the third party purchaser associated with the sale of Line 901 and the Sisquoc to Pentland portion of Line 903 pipeline. See Note 7 and Note 18 for additional information. F-13 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Fair Value Measurements Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, which affects the placement of assets and liabilities within the fair value hierarchy levels. The determination of the fair values includes not only the credit standing of the counterparties involved and the impact of credit enhancements (such as cash deposits and letters of credit) but also the impact of our nonperformance risk on our liabilities. The fair value of our commodity derivatives and interest rate derivatives includes adjustments for credit risk. Our credit adjustment methodology uses market observable inputs and requires judgment. There were no changes to any of our valuation techniques during the period. See Note 12 for further discussion. Other Significant Accounting Policies See the respective footnotes for our accounting policies regarding (i) revenues and accounts receivable, (ii) net income per Class A share, (iii) inventory, linefill and long-term inventory, (iv) property and equipment, (v) acquisitions, (vi) investments in unconsolidated entities, (vii) intangible assets, (viii) derivatives and risk management activities, (ix) leases, (x) income taxes, (xi) equity-indexed compensation and (xii) legal and environmental matters. Recent Accounting Pronouncements, Disclosure Rules and Other Legislation Recent Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires, among other things, disclosure of specified information about certain costs and expenses in the notes to the financial statements. The guidance is effective prospectively for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 with retrospective application and early adoption permitted. We intend to provide the required disclosures beginning with our annual report for the year ended December 31, 2027. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires, among other things, disaggregated information about effective tax rate reconciliation and income taxes paid (net of refunds received) on an annual basis. The guidance is effective prospectively for annual periods beginning after December 15, 2024 with retrospective or early adoption permitted. We intend to provide the required disclosures prospectively beginning with our annual report for the year ended December 31, 2025. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disaggregated disclosure of significant segment expenses and other amounts included within the reported measure of segment profit or loss for each reportable segment on an annual and interim basis. The guidance is effective retrospectively for annual periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024 with early adoption permitted. We adopted this guidance beginning with our annual report for the year ended December 31, 2024. See Note 19 for updated segment disclosures. Other than such disclosure updates, our adoption did not have a material impact on our financial position, results of operations or cash flows. In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement , which requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting in the joint venture initially measuring its contributed net assets at fair value on the formation date. This guidance is effective prospectively for all joint ventures with a formation date on or after January 1, 2025, with early adoption permitted. We will adopt this guidance for joint venture formations on or after January 1, 2025. F-14 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS SEC Climate Disclosure Rules In March 2024, the SEC adopted final rules (“climate disclosure rules”) requiring registrants to disclose, among other things, information about material climate-related risks and their impact on a registrant’s strategy, business model and outlook; information about material direct and indirect greenhouse gas emissions (Scope 1 and Scope 2), which are subject to assurance requirements; and the financial statement effects of severe weather events and other natural conditions. In April 2024, the SEC stayed the climate disclosure rules pending resolution of legal challenges. We are monitoring the status of the stay and the outcome of the legal challenge for the applicability of the climate disclosure rules. International Tax Reform Recently, several countries, including Canada, have enacted legislation to implement key aspects of the global minimum top-up tax in accordance with the Pillar Two model rules of the OECD tax framework. We continue to evaluate the new legislation, but do not currently expect a material impact on our financial position, results of operations or cash flows. Note 3— Revenues and Accounts Receivable Revenue Recognition We disaggregate our revenues by segment and type of activity. These categories depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. 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, 2024 2023 2022 Crude Oil segment revenues from contracts with customers Sales $ 47,036 $ 45,621 $ 53,822 Transportation 1,231 1,144 745 Terminalling, Storage and Other 384 381 362 Total Crude Oil segment revenues from contracts with customers $ 48,651 $ 47,146 $ 54,929 Year Ended December 31, 2024 2023 2022 NGL segment revenues from contracts with customers Sales $ 1,761 $ 1,729 $ 2,414 Transportation 36 30 30 Terminalling, Storage and Other 75 94 100 Total NGL segment revenues from contracts with customers $ 1,872 $ 1,853 $ 2,544 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 sales revenues in our Consolidated Statements of Operations. Transportation Revenues. Transportation 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. We primarily recognize pipeline tariff and fee revenues over time as services are rendered, based on the volumes transported. As is common in the pipeline transportation industry, our tariffs incorporate a loss allowance factor. 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 . F-15 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 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. Reconciliation to Total Revenues of Reportable Segments. 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 total revenues of reportable segments and total revenues as disclosed in our Consolidated Statements of Operations (in millions): Year Ended December 31, 2024 Crude Oil NGL Total Revenues from contracts with customers $ 48,651 $ 1,872 $ 50,523 Other revenues 69 ( 148 ) ( 79 ) Total revenues of reportable segments $ 48,720 $ 1,724 $ 50,444 Intersegment revenues elimination ( 371 ) Total revenues $ 50,073 Year Ended December 31, 2023 Crude Oil NGL Total Revenues from contracts with customers $ 47,146 $ 1,853 $ 48,999 Other revenues 28 82 110 Total revenues of reportable segments $ 47,174 $ 1,935 $ 49,109 Intersegment revenues elimination ( 397 ) Total revenues $ 48,712 Year Ended December 31, 2022 Crude Oil NGL Total Revenues from contracts with customers $ 54,929 $ 2,544 $ 57,473 Other revenues 151 217 368 Total revenues of reportable segments $ 55,080 $ 2,761 $ 57,841 Intersegment revenues elimination ( 499 ) Total revenues $ 57,342 Minimum Volume Commitments. We have certain agreements that require counterparties to transport or throughput a minimum volume over an agreed upon period. Some of these agreements include make-up rights if the minimum volume is not met. We record a receivable from the counterparty in the period that services are provided or when the transaction occurs, including amounts for deficiency obligations from counterparties associated with minimum volume commitments. If a counterparty has a make-up right associated with a deficiency, we defer the revenue attributable to the counterparty’s make-up right 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. F-16 Table of Contents Index to Financial Statements 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): December 31, Counterparty Deficiencies Financial Statement Classification 2024 2023 Billed and collected Other current liabilities $ 83 $ 77 Contract Balances . Our contract balances consist of amounts received associated with services or sales for which we have not yet completed the related performance obligation. The following table presents the changes in the liability balance associated with contracts with customers (in millions): Contract Liabilities Balance at December 31, 2022 $ 229 Amounts recognized as revenue ( 42 ) Additions 38 Other 3 Balance at December 31, 2023 $ 228 Amounts recognized as revenue ( 40 ) Additions 33 Other ( 13 ) Balance at December 31, 2024 $ 208 Remaining Performance Obligations . The information below includes the amount of consideration allocated to partially and wholly unsatisfied remaining performance obligations under contracts that existed 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. These contracts include a fixed minimum level of service, typically a set volume of service, and do not contain any variability other than expected timing within a limited range. The following table presents the amount of consideration associated with remaining performance obligations for the population of contracts with external customers meeting the presentation requirements as of December 31, 2024 (in millions): 2025 2026 2027 2028 2029 2030 and Thereafter Pipeline revenues supported by minimum volume commitments and capacity agreements (1) $ 380 $ 250 $ 213 $ 165 $ 88 $ 482 Terminalling, storage and other agreement revenues 250 213 191 156 124 748 Total $ 630 $ 463 $ 404 $ 321 $ 212 $ 1,230 (1) Calculated as volumes committed under contracts multiplied by the current applicable tariff rate. The presentation above does not include (i) expected revenues from legacy shippers not underpinned by minimum volume commitments, including pipelines where there are no or limited alternative pipeline transportation options, (ii) intersegment revenues and (iii) the amount of consideration associated with certain income generating contracts, which include a fixed minimum level of service, that are either not within the scope of ASC 606 or do not meet the requirements for presentation as remaining performance obligations. The following are examples of contracts that are not included in the table above because they are not within the scope of ASC 606 or do not meet the requirements for presentation: • Minimum volume commitments on certain of our joint venture pipeline systems; • Acreage dedications; • Buy/sell arrangements with future committed volumes; F-17 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • 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 ; and • Contracts within the scope of ASC Topic 815, Derivatives and Hedging . We have elected practical expedients to exclude the presentation of remaining performance obligations for variable consideration which relates to wholly unsatisfied performance obligations. Certain contracts do not meet the requirements for presentation of remaining performance obligations due to variability in amount of performance obligation remaining, variability in the timing of recognition or variability in consideration. Acreage dedications require us to perform future services but do not contain a minimum level of services and are therefore 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, 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 Our accounts receivable are primarily from purchasers and shippers of crude oil and, to a lesser extent, purchasers of NGL. 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 merchant activities that can generally be described as high volume and low margin activities, in many cases involving exchanges of crude oil volumes. To mitigate credit risk related to our accounts receivable, we utilize a rigorous credit review process. We closely monitor market conditions and perform credit reviews of each customer to make a determination with respect to the amount, if any, of open credit to be extended to any given customer and the form and amount of financial performance assurances we require. Such financial assurances are commonly provided to us in the form of advance cash payments, standby letters of credit, credit insurance or parental guarantees. Additionally, in an effort to mitigate credit risk, a significant portion of our transactions with counterparties are settled on a net-cash basis. For a majority of these net-cash arrangements, we also enter into netting agreements (contractual agreements that allow us to offset receivables and payables with those counterparties against each other on our balance sheet). Accounts receivable from the sale of crude oil are generally settled with counterparties on the industry settlement date, which is typically in the month following the month in which the title transfers. Otherwise, we generally invoice customers within 30 days of when the products or services were provided and generally require payment within 30 days of the invoice date. We review all outstanding accounts receivable balances on a monthly basis and record our receivables net of expected credit losses. We do not write-off accounts receivable balances until we have exhausted substantially all collection efforts. At December 31, 2024 and 2023, 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, the actual amount of current and future credit losses could vary significantly from estimated amounts. F-18 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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): December 31, 2024 2023 Trade accounts receivable arising from revenues from contracts with customers $ 4,090 $ 3,999 Other trade accounts receivables and other receivables (1) 7,413 7,535 Impact due to contractual rights of offset with counterparties ( 7,602 ) ( 7,774 ) Trade accounts receivable and other receivables, net $ 3,901 $ 3,760 (1) The balance is comprised primarily of accounts receivable associated with buy/sell arrangements that are not within the scope of ASC 606. Note 4— Net Income Per Class A Share Basic net income per Class A share is determined by dividing net income attributable to PAGP by the weighted average number of Class A shares outstanding during the period. Our Class B and Class C shares do not share in the earnings of the Partnership; accordingly, basic and diluted net income per Class B and Class C share has not been presented. Diluted net income per Class A share is determined by dividing net income attributable to PAGP by the diluted weighted average number of Class A shares outstanding during the period. For purposes of calculating diluted net income per Class A share, both the net income attributable to PAGP and the diluted weighted average number of Class A shares outstanding consider the impact of possible future exchanges of AAP units and the associated Class B shares into our Class A shares. In addition, the calculation of the diluted weighted average number of Class A shares outstanding considers the effect of potentially dilutive awards under the Plains GP Holdings, L.P. Long-Term Incentive Plan (the “PAGP LTIP”). Exchanges of potentially dilutive AAP units are assumed to have occurred at the beginning of the period and the incremental income attributable to PAGP resulting from the assumed exchanges is representative of the incremental income that would have been attributable to PAGP if the assumed exchanges occurred on that date. See Note 11 for information regarding exchanges of AAP units. PAGP LTIP awards that are deemed to be dilutive are reduced by a hypothetical share repurchase based on the remaining unamortized fair value, as prescribed by the treasury stock method in guidance issued by the FASB. See Note 17 for information regarding PAGP LTIP awards. On a weighted-average basis, for the years ended December 31, 2024, 2023 and 2022, the possible exchange of 35 million, 44 million and 47 million AAP units, respectively, would not have had a dilutive effect on basic net income per Class A share. For the years ended December 31, 2024, 2023 and 2022, our PAGP LTIP awards were dilutive; however, this did not change the presentation of diluted weighted average Class A shares outstanding or diluted net income per Class A share. The following table sets forth the computation of basic and diluted net income per Class A share (in millions, except per share data): Year Ended December 31, 2024 2023 2022 Basic and Diluted Net Income per Class A Share Net income attributable to PAGP $ 103 $ 198 $ 168 Basic and diluted weighted average Class A shares outstanding 197 195 194 Basic and diluted net income per Class A share $ 0.52 $ 1.01 $ 0.86 F-19 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 5— Inventory, Linefill and Long-term Inventory Inventory, including long-term inventory, primarily consists of crude oil and NGL in pipelines, storage facilities and railcars that are valued at the lower of cost or net realizable value, with cost determined using an average cost method within specific inventory pools. At the end of each reporting period, we assess the carrying value of our inventory and make any adjustments necessary to reduce the carrying value to the applicable net realizable value. Any resulting adjustments are a component of “Purchases and related costs” on our accompanying Consolidated Statements of Operations. No adjustments were recorded during the years ended December 31, 2024, 2023 or 2022. Linefill in assets we own is recorded at historical cost and consists of crude oil and NGL. We classify as linefill (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 and (ii) barrels that represent the minimum working requirements in tanks and caverns that we own. Linefill carrying amounts are reviewed for impairment in accordance with FASB guidance with respect to accounting for the impairment or disposal of long-lived assets. Carrying amounts that are not expected to be recoverable through future cash flows are written down to estimated fair value. See Note 6 for further discussion regarding impairment of long-lived assets. During 2024, 2023 and 2022, we did not recognize any material impairments of linefill. Minimum working inventory requirements in third-party assets and other working inventory in our assets that are needed for our commercial operations are included within specific inventory pools in inventory (a current asset) in determining the average cost of operating inventory. 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. Inventory, linefill and long-term inventory consisted of the following (barrels in thousands and carrying value in millions): December 31, 2024 December 31, 2023 Volumes Unit of Measure Carrying Value Price/ Unit (1) Volumes Unit of Measure Carrying Value Price/ Unit (1) Inventory Crude oil 3,911 barrels $ 259 $ 66.22 5,877 barrels $ 383 $ 65.17 NGL 6,985 barrels 166 $ 23.77 5,957 barrels 154 $ 25.85 Other N/A 14 N/A N/A 11 N/A Inventory subtotal 439 548 Linefill Crude oil 15,521 barrels 906 $ 58.37 15,409 barrels 909 $ 58.99 NGL 2,259 barrels 62 $ 27.45 2,168 barrels 67 $ 30.90 Linefill subtotal 968 976 Long-term inventory Crude oil 3,424 barrels 239 $ 69.80 3,256 barrels 232 $ 71.25 NGL 1,355 barrels 41 $ 30.26 1,326 barrels 33 $ 24.89 Long-term inventory subtotal 280 265 Total $ 1,687 $ 1,789 (1) Price per unit of measure is comprised of a weighted average associated with various grades, qualities and locations. Accordingly, these prices may not coincide with any published benchmarks for such products. F-20 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 6— Property and Equipment In accordance with our capitalization policy, expenditures made to expand the existing operating and/or earnings capacity of our assets are capitalized, as are certain costs directly related to the construction of such assets, including related internal labor costs, engineering costs and interest costs. We also capitalize 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. Repair and maintenance expenditures incurred in order to maintain the day to day operation of our existing assets are expensed as incurred. Property and equipment, net is stated at cost and consisted of the following (in millions): Estimated Useful Lives (Years) December 31, 2024 2023 Crude oil pipeline systems 10 - 50 $ 14,621 $ 14,265 Crude oil storage and terminal facilities 10 - 50 2,679 2,664 NGL storage, terminal, fractionation and processing facilities 10 - 50 2,412 2,554 NGL pipeline systems 10 - 50 491 506 Office property and equipment and rolling stock 2 - 50 464 556 Construction in progress N/A 297 257 Land and other N/A 336 341 Property and equipment, gross (1) 21,300 21,143 Accumulated depreciation ( 5,876 ) ( 5,361 ) Property and equipment, net $ 15,424 $ 15,782 (1) We include rights-of-way, which are intangible assets, within property and equipment. 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, 2024, 2023 and 2022 was $ 753 million, $ 736 million and $ 710 million, respectively. As of December 31, 2024, 2023 and 2022, we incurred liabilities of $ 78 million, $ 55 million and $ 46 million, respectively, for construction in progress that had not been paid. Impairment of Long-Lived Assets (Held and Used) Long-lived assets with recorded values that are not expected to be recovered through future cash flows are written down to estimated fair value in accordance with FASB guidance with respect to the accounting for the impairment or disposal of long-lived assets. Under this guidance, a long-lived asset is tested for impairment when events or circumstances indicate that its carrying value 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. We periodically evaluate 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 evaluation is highly dependent on the underlying assumptions of related cash flows. 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. F-21 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 fourth quarter of 2024, we recognized approximately $ 140 million of non-cash charges related to the write-down of certain of our long-lived U.S. based NGL terminal assets included in our NGL segment due to asset impairments and accelerated depreciation. Such charges are reflected in “(Gains)/losses on asset sales, asset impairments and other, net” on our Consolidated Statement of Operations. We have experienced a decrease in demand for our services at certain of our terminals within two asset groups related to changing market conditions specific to their locations, which was a triggering event that required us to assess the recoverability of 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 was based on the determination that a portion of the long-lived assets had no residual value. We consider such inputs to be a Level 3 input in the fair value hierarchy. Further, we determined that an acceleration of depreciation was appropriate for another portion of the long-lived assets. We did not recognize any material asset impairments during the year ended December 31, 2023. During the third quarter of 2022, we temporarily ceased service on a crude oil pipeline in California as a precautionary measure following a routine inspection and initiated a program of additional tests and inspections. After assessing the results of such tests and the changing operating conditions of our California assets, we determined that we had a triggering event due to the effect on future cash flows for certain of our assets that required us to assess the recoverability of our carrying value of our California crude oil assets (which includes the temporarily idled pipeline) reported in our Crude Oil segment. 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. We recognized a non-cash loss of approximately $ 330 million, which amount is reflected in “ (Gains)/losses on asset sales, asset impairments and other, net ” on our Consolidated Statement of Operations. Our estimated fair values (which we consider a Level 3 measurement in the fair value hierarchy) were based upon a discounted cash flow approach utilizing various assumptions and the application of a discount rate of approximately 15 %, which represents our estimate of the cost of capital of a theoretical market participant for the asset group. 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) estimated fixed and variable costs, (iv) the length of time the assets operate and (v) the amount for which assets in the asset group could be sold. Note 7— Acquisitions, Divestitures and Other Transactions Acquisitions Rattler Permian Transaction In the third quarter of 2023, we completed a transaction with Rattler Midstream Operating LLC (“Rattler”) pursuant to which the Permian JV acquired the remaining 43 % interest in OMOG JV Holdings LLC (“OMOG”) and certain gathering assets in the Southern Delaware basin. The transaction had an aggregate purchase price of $ 294 million ($ 191 million net to our 65 % interest in the Permian JV). As a result of the transaction, the Permian JV now owns 100 % of OMOG and its subsidiaries and such entities are reflected as consolidated subsidiaries in our Consolidated Financial Statements. Prior to this transaction, the Permian JV’s 57 % interest in OMOG was accounted for as an equity method investment. The transaction was accounted for as a business combination using the acquisition method of accounting. In accordance with applicable accounting guidance, the fair value of the assets acquired and liabilities assumed following the transaction was utilized as the consideration transferred for the purchase price allocation. As a result of us obtaining control over OMOG, the Permian JV’s previously-held 57 % interest in OMOG was remeasured to its fair value of $ 239 million based upon a valuation of the acquired business, as of the date of acquisition. We considered multiple factors in determining the fair value of the previously-held equity method investment, including, (i) the price negotiated with Rattler for its 43 % interest in OMOG and (ii) a discounted cash flow approach. The discounted cash flow approach utilized a discount rate of approximately 11 %, based on the estimate of the risk that a theoretical market participant would assign to the business. The remeasurement of the Permian JV’s investment in OMOG to fair value resulted in a gain of $ 29 million. This gain has been recognized in the line item “Gain on investments in unconsolidated entities, net” on our Consolidated Statement of Operations. F-22 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The determination of the fair value of the assets and liabilities assumed was estimated in accordance with applicable accounting guidance. The analysis was performed based on estimates that are reflective of market participant assumptions. While the purchase price for the transaction was $ 294 million, all of the OMOG assets and liabilities were remeasured to fair value and therefore, the fair value of the assets and liabilities that are now consolidated on the balance sheet as a result of this transaction is $ 532 million. The following table reflects our determination of the fair value of the assets acquired and liabilities assumed in connection with the transaction (in millions): Identifiable Assets Acquired and Liabilities Assumed: Estimated Useful Lives (in years) Recognized Amount Property and equipment 3 - 30 $ 484 Intangible assets 10 34 Working capital and other assets and liabilities N/A 14 $ 532 The fair value of the tangible assets is a Level 3 measurement in the fair value hierarchy and was determined using the 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 discount rates varying from approximately 21 % to 23 %, 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 transported and the estimated tariff rates for transportation were also key assumptions in the valuation of the intangible assets. Projected future volumes and estimated tariff rates were based on current contracts in place with assumptions for forecasted rate increases and contract renewals. 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 10 years. The value assigned to such intangible assets will be amortized to earnings under the declining balance method of amortization. Amortization expense was approximately $ 8 million and $ 4 million during the years ended December 31, 2024 and 2023, respectively, and the future amortization expense through 2028 is estimated as follows (in millions): 2025 $ 10 2026 $ 4 2027 $ 3 2028 $ 2 Pro forma financial information assuming the acquisition had occurred as of the beginning of the calendar year prior to the year of the acquisition, as well as the revenues and earnings generated during the period since the acquisition date, were not material for disclosure purposes. Cactus II In November 2022, we and Enbridge Inc. (“Enbridge”) purchased Western Midstream Partners, LP (“WES”)’s 15 % interest in Cactus II Pipeline, LLC (“Cactus II”) for an aggregate amount of $ 265 million. Enbridge acquired 10 % and we acquired 5 % of Cactus II, with each paying a proportionate share ($ 177 million and $ 88 million, respectively) of the aggregate purchase price. We and Enbridge are now the sole owners of Cactus II, with 70 % and 30 % respective ownership interests. We will continue to serve as operator. We previously accounted for our 65 % interest in Cactus II as an equity method investment. In addition to the change in ownership, there were changes in governance which led to a change in control. We now control Cactus II and reflect Cactus II as a consolidated subsidiary in our Consolidated Financial Statements, with Enbridge’s 30 % interest reflected as a noncontrolling interest. The acquisition was accounted for as a business combination achieved in stages, or a “step acquisition”, using the acquisition method of accounting. As the majority owner and the controlling entity, we are considered the acquirer and the Cactus II predecessor business was recorded based on the fair value of the assets acquired and liabilities assumed, with Enbridge’s 30 % interest in Cactus II of $ 526 million recognized as noncontrolling interest in partners’ capital. F-23 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As a result of us obtaining control over Cactus II, our previously held 65 % interest in Cactus II was remeasured to its fair value of $ 1.140 billion based upon a valuation of the acquired business, as of the date of acquisition. We considered multiple factors in determining the fair value of the previously held equity method investment, including, (i) the price negotiated with WES for its 15 % interest in Cactus II and (ii) a discounted cash flow approach. The discounted cash flow approach utilized a discount rate of approximately 14 %, based on the estimate of the risk that a theoretical market participant would assign to the business. Prior to the acquisition, we had a preexisting relationship with Cactus II, through one of our consolidated joint ventures, for certain capacity lease agreements. The portion of the fair value of Cactus II associated with these agreements is eliminated in consolidation. Accounting for such impact, the remeasurement of our investment in Cactus II to fair value resulted in a gain of $ 370 million. This gain has been recognized in the line item “Gain on investments in unconsolidated entities, net” on our Consolidated Statement of Operations. In accordance with applicable accounting guidance, the fair value of Cactus II following the acquisition is utilized as the consideration transferred for the purchase price allocation. The consideration transferred of $ 1.556 billion excludes the value associated with the capacity lease agreements described above as such value is eliminated for our Consolidated Financial Statements. 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 following table reflects our 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 - 50 $ 1,174 Intangible assets 20 428 Working capital and other assets and liabilities N/A ( 46 ) $ 1,556 The fair value of the tangible assets is a Level 3 measurement in the fair value hierarchy and was determined using a market approach for rights-of-way and a cost approach for other tangible assets, which were 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 18 %, 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 transported and the estimated tariff rates for transportation were also key assumptions in the valuation of the intangible assets. Projected future volumes and estimated tariff rates were based on current contracts in place with assumptions for forecasted rate increases and contract renewals. 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 $ 51 million, $ 61 million and $ 13 million during the years ended December 31, 2024, 2023 and 2022, respectively, and the future amortization expense through 2027 is estimated as follows (in millions): 2025 $ 47 2026 $ 32 2027 $ 32 Pro forma financial information assuming the step acquisition had occurred as of the beginning of the calendar year prior to the year of the step acquisition, as well as the revenues and earnings generated during the period since the step acquisition date, were not material for disclosure purposes. F-24 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Other Acquisitions 2025 In January 2025, we acquired Ironwood Midstream Energy Partners II, LLC, which owns a gathering system in the Eagle Ford Basin, for approximately $ 475 million from EnCap Flatrock Midstream. In January 2025, in a separate transaction, we also repurchased from EnCap Flatrock Midstream, approximately 18 % of our outstanding Series A preferred units, which equated to less than 2 % of our outstanding common units and Series A preferred units combined (our “common unit equivalents”). EnCap Flatrock Midstream is affiliated with EnCap Investments, L.P., an entity that is associated with a member of the board of directors of our general partner. See Note 11 for additional information. In January 2025, we acquired EMG Medallion 2 Holdings, LLC and its subsidiaries, which own a crude oil gathering and transportation business in the Delaware Basin, for $ 161 million (approximately $ 105 million net to our 65 % interest in the Permian JV), subject to certain adjustments. A cash deposit of approximately $ 16 million was paid upon signing in December 2024. EMG Medallion 2 Holdings was a portfolio company of The Energy & Minerals Group (“EMG”), which is associated with a member of the board of directors of our general partner. 2024 During the year ended December 31, 2024, we also completed the following acquisitions: • the acquisition in December 2024 of the remaining 50 % interest in Midway Pipeline LLC (“Midway”) for approximately $ 90 million. As a result of this transaction, we now own 100 % of Midway and reflect such entity as a consolidated subsidiary in our Consolidated Financial Statements. The remeasurement of our previously-held investment in Midway to fair value resulted in a gain of approximately $ 15 million. This gain is reflected in “Gain on investments in unconsolidated entities, net” on our Consolidated Statement of Operations. • the acquisition of additional interests in certain unconsolidated entities, including (i) the acquisition in August 2024 of an additional approximate 0.67 % interest in Wink to Webster Pipeline LLC (increasing our ownership interest from 16 % to 17 %) for $ 20 million and (ii) the acquisition in March 2024 of an additional 10 % interest in Saddlehorn Pipeline Company, LLC (increasing our ownership interest from 30 % to 40 %) for $ 91 million. See Note 8 for additional information about our investments in unconsolidated entities. • the acquisition in the second and third quarters of 2024 of pipeline and terminal assets within our asset footprint for approximately $ 32 million. 2023 In November 2023, we acquired a crude oil gathering system in the Northern Delaware Basin from a subsidiary of LM Energy Partners for approximately $ 135 million (approximately $ 88 million net to our 65 % interest in the Permian JV), subject to certain adjustments. This transaction was accounted for as an asset acquisition since substantially all of the value of the assets acquired was concentrated in a single asset. 2022 During the year ended December 31, 2022, we also completed the following acquisitions: • the acquisition in July 2022 of the remaining 50 % interest in Advantage Pipeline Holdings LLC (“Advantage”) for $ 74 million (approximately $ 48 million net to our 65 % interest in the Permian JV), including cash paid for working capital. As a result of this transaction, we now own 100 % of Advantage and its subsidiaries and such entities are reflected as consolidated subsidiaries in our Consolidated Financial Statements. F-25 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS • the acquisition in October 2022 of an additional ownership interest in certain straddle plants included in our NGL segment in a non-cash transaction whereby we agreed to provide processing capacity over a 50-year term at specified terms and conditions. This transaction was accounted for as an asset acquisition. The fair value of the straddle plant assets acquired and liabilities assumed was approximately $ 122 million, and we recognized an equally offsetting contract liability that will be amortized on a straight-line basis into “Services revenue” over the 50-year term of the agreement. Divestitures In February 2023, we sold our 21 % non-operated/undivided joint interest in the Keyera Fort Saskatchewan facility to Keyera Corporation for approximately $ 270 million. As of December 31, 2022, we classified the assets related to this transaction (primarily “Property and equipment” in our NGL segment), valued at the lower of the carrying amount or fair value less costs to sell, of approximately $ 130 million as assets held for sale on our Consolidated Balance Sheet (in “Other current assets”). Upon the sale of this facility, we recognized a gain of approximately $ 140 million which is included in “(Gains)/losses on asset sales, asset impairments and other, net” on our Consolidated Statement of Operations. During the year ended December 31, 2022, we sold certain non-core assets for total proceeds of $ 60 million. The assets sold primarily consisted of land and related assets in Long Beach, California, as well as Line 901 and the Sisquoc to Pentland portion of Line 903. These assets were previously reported in our Crude Oil segment. We recognized gains of $ 61 million related to these asset sales, a portion of which relates to the transfer of an asset retirement obligation to the purchaser. Such amounts are included in “(Gains)/losses on asset sales, asset impairments and other, net” on our Consolidated Statement of Operations. Note 8— Investments in Unconsolidated Entities Investments in entities over which we have significant influence but not control are accounted for under the equity method. We do not consolidate any part of the assets or liabilities of our equity investees. Our share of net income or loss is reflected as one line item on our Consolidated Statements of Operations entitled “Equity earnings in unconsolidated entities” and will increase or decrease, as applicable, the carrying value of our investments in unconsolidated entities on our Consolidated Balance Sheets. We evaluate our equity investments for impairment in accordance with FASB guidance with respect to the equity method of accounting for investments in common stock. 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. Our investments in unconsolidated entities consisted of the following (in millions, except percentage data): Ownership Interest at December 31, 2024 Investment Balance December 31, Entity (1) Type of Operation 2024 2023 BridgeTex Pipeline Company, LLC (“BridgeTex”) Crude Oil Pipeline 20 % $ 403 $ 363 Capline Pipeline Company LLC (“Capline”) (2) Crude Oil Pipeline 54 % 501 535 Diamond Pipeline LLC Crude Oil Pipeline 50 % 440 450 Eagle Ford Pipeline LLC Crude Oil Pipeline 50 % 364 370 Eagle Ford Terminals Corpus Christi LLC Crude Oil Terminal and Dock 50 % 113 116 Saddlehorn Pipeline Company, LLC (“Saddlehorn”) Crude Oil Pipeline 40 % 275 192 White Cliffs Pipeline, L.L.C. Crude Oil Pipeline 36 % 123 138 Wink to Webster Pipeline LLC (“W2W Pipeline”) (3) Crude Oil Pipeline 17 % 393 380 Other investments 199 276 Total Investments in Unconsolidated Entities $ 2,811 $ 2,820 (1) The financial results from these entities are reported in our Crude Oil segment. F-26 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (2) Although we own more than 50% of Capline, we use the equity method to account for the investment because the other joint venture members still retain substantive participating rights. (3) 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. Acquisitions During 2024, we acquired the remaining 50 % interest in Midway (which was previously presented in “Other investments” in the table above). Prior to our acquisition, our 50 % interest in Midway was accounted for as an equity method investment. In addition, during 2024, we acquired additional interests in W2W Pipeline and Saddlehorn, which we continue to account for as equity method investments. See Note 7 for additional information regarding these transactions. During the fourth quarter of 2022, through a non-monetary transaction, we acquired an additional interest in OMOG in exchange for the contribution of portions of two pipeline systems. After the transaction, our ownership interest in OMOG increased to 57 % from 40 %. Subsequent to this transaction, we continued to account for OMOG as an equity method investment because the joint venture partner still retained substantive participating rights. The transaction resulted in a loss of approximately $ 25 million, which represented the difference between the fair value and historical book value of the assets contributed. This loss was reflected in “Gain on investments in unconsolidated entities, net” on our Consolidated Statement of Operations. In the third quarter of 2023, we acquired the remaining 43 % interest in OMOG. We now reflect OMOG and its subsidiaries as consolidated subsidiaries in our Consolidated Financial Statements. See Note 7 for additional information. In July 2022, we acquired the remaining 50 % interest in Advantage. Prior to the acquisition, our 50 % interest in Advantage was accounted for as an equity method investment. See Note 7 for additional information. In November 2022, we acquired an additional 5 % interest in Cactus II which, combined with changes in governance, resulted in our obtaining control of the entity. We now reflect Cactus II as a consolidated subsidiary in our Consolidated Financial Statements. See Note 7 for additional information. Distributions Distributions received from unconsolidated entities are classified based on the nature of the distribution approach, which looks to the activity that generated the distribution. We consider distributions received from unconsolidated entities as a return on investment in those entities to the extent that the distribution was generated through operating results, and therefore classify these distributions as cash flows from operating activities in our Consolidated Statement of Cash Flows. 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. Contributions We generally fund our portion of development, construction or capital investment projects of our equity method investees through capital contributions. During the years ended December 31, 2024, 2023 and 2022, we made cash contributions of $ 4 million, $ 29 million and $ 13 million, respectively, to certain of our equity method investees. We capitalize interest costs associated with contributions to unconsolidated entities for projects under development and construction. Our contributions to these entities (including capitalized interest costs) increase the carrying value of our investments and are reflected in our Consolidated Statements of Cash Flows as cash used in investing activities. Basis Differences Our investments in unconsolidated entities exceeded our share of the underlying equity in the net assets of such entities by $ 213 million and $ 229 million at December 31, 2024 and 2023, respectively. Such basis differences are included in the carrying values of our investments on our Consolidated Balance Sheets. The portion of the basis differences attributable to depreciable or amortizable assets is amortized on a straight-line basis over the estimated useful life of the related assets, which reduces “Equity earnings in unconsolidated entities” on our Consolidated Statements of Operations. The portion of the basis differences attributable to goodwill is not amortized. The majority of the basis difference at both December 31, 2024 and 2023 was attributable to goodwill related to our ownership interest in BridgeTex with the remaining basis difference primarily related to capitalized interest incurred during construction of the assets of our unconsolidated entities. F-27 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Summarized Financial Information of Unconsolidated Entities Combined summarized financial information for all of our unconsolidated entities is shown in the tables below (in millions). None of our unconsolidated entities have noncontrolling interests. December 31, 2024 2023 Current assets $ 475 $ 528 Noncurrent assets $ 6,996 $ 7,194 Current liabilities $ 261 $ 476 Noncurrent liabilities $ 12 $ 5 Year Ended December 31, 2024 2023 2022 Revenues $ 2,193 $ 1,667 $ 1,726 Operating income $ 1,373 $ 921 $ 1,004 Net income $ 1,407 $ 947 $ 1,011 F-28 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 9— Intangible Assets, Net Intangible assets, net of accumulated amortization, consisted of the following (in millions): December 31, 2024 December 31, 2023 Estimated Useful Lives (Years) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Customer contracts and relationships 1 – 29 $ 2,767 $ ( 1,105 ) $ 1,662 $ 2,789 $ ( 932 ) $ 1,857 Other agreements 15 – 70 28 ( 13 ) 15 30 ( 12 ) 18 Intangible assets (1) $ 2,795 $ ( 1,118 ) $ 1,677 $ 2,819 $ ( 944 ) $ 1,875 (1) We include rights-of-way, which are intangible assets, within property and equipment. See Note 6 for a discussion of property and equipment. Intangible assets that have finite lives are tested for impairment when events or circumstances indicate that the carrying value may not be recoverable. We did not recognize any impairments of finite-lived intangible assets during the three years ended December 31, 2024. The majority of our finite-lived intangible assets are amortized under the declining balance method. Amortization expense for finite-lived intangible assets for the years ended December 31, 2024, 2023 and 2022 was $ 266 million, $ 308 million and $ 254 million, respectively. We estimate that our amortization expense related to finite-lived intangible assets for the next five years will be as follows (in millions): 2025 $ 255 2026 $ 218 2027 $ 194 2028 $ 172 2029 $ 154 F-29 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 10— Debt Debt consisted of the following (in millions): December 31, 2024 December 31, 2023 SHORT-TERM DEBT PAA commercial paper notes, bearing a weighted-average interest rate of 4.6 % and 5.8 %, respectively (1) $ 393 $ 433 Other 15 13 Total short-term debt 408 446 LONG-TERM DEBT PAA senior notes: 3.60 % senior notes due November 2024 (2) — 750 4.65 % senior notes due October 2025 (3) 1,000 1,000 4.50 % senior notes due December 2026 750 750 3.55 % senior notes due December 2029 1,000 1,000 3.80 % senior notes due September 2030 750 750 5.70 % senior notes due September 2034 650 — 6.70 % senior notes due May 2036 250 250 6.65 % senior notes due January 2037 600 600 5.15 % senior notes due June 2042 499 499 4.30 % senior notes due January 2043 348 348 4.70 % senior notes due June 2044 687 687 4.90 % senior notes due February 2045 649 649 Unamortized discounts and debt issuance costs ( 42 ) ( 41 ) PAA senior notes, net of unamortized discounts and debt issuance costs 7,141 7,242 Other long-term debt: Other 72 63 Total long-term debt 7,213 7,305 Total debt (4) $ 7,621 $ 7,751 (1) PAA classified these commercial paper notes as short-term as of December 31, 2024 and 2023, as these notes 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) As of December 31, 2023, PAA classified its $ 750 million, 3.60 % senior notes due November 2024 as long-term based on its ability and intent to refinance these notes on a long-term basis at that time. PAA redeemed these senior notes on November 1, 2024. (3) As of December 31, 2024, PAA classified its $ 1 billion, 4.65 % senior notes due October 2025 as long-term based on its ability and intent to refinance these notes on a long-term basis. (4) PAA’s fixed-rate senior notes had a face value of approximately $ 7.2 billion and $ 7.3 billion at December 31, 2024 and 2023, respectively. We estimated the aggregate fair value of these notes to be approximately $ 6.7 billion and $ 6.9 billion at December 31, 2024 and 2023, respectively. PAA’s fixed-rate senior notes are traded among institutions, and these trades are routinely published by a reporting service. Our determination of fair value is based on reported trading activity near the end of the reporting period. We estimate that the carrying value of outstanding borrowings under PAA’s commercial paper program approximates fair value as interest rates reflect current market rates. The fair value estimates for the PAA senior notes and commercial paper program are based upon observable market data and are classified in Level 2 of the fair value hierarchy. F-30 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAA Commercial Paper Program PAA has a commercial paper program under which it may issue (and have outstanding at any time) up to $ 2.7 billion in the aggregate of privately placed, unsecured commercial paper notes. Such notes are backstopped by the PAA senior unsecured revolving credit facility and the PAA senior secured hedged inventory facility; as such, any borrowings under the PAA commercial paper program reduce the available capacity under these facilities. Credit Agreements 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 $ 1.35 billion. 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 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 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. In August 2024, PAA amended the facility agreement to, among other things, extend the maturity date of the facility to August 2027 for each extending lender. The maturity date with respect to the non-extending lender (which represents a commitment of approximately $ 64 million out of total commitments of $ 1.35 billion from all lenders) remains August 2026. 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 $ 1.35 billion, of which $ 400 million is available for the issuance of letters of credit. 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 credit agreement provides for one or more one-year extensions, subject to applicable approval and other terms and conditions. In August 2024, PAA amended the facility agreement to, among other things, extend the maturity date of the facility to August 2029 for each extending lender. The maturity date with respect to the non-extending lender (which represents a commitment of approximately $ 64 million out of total commitments of $ 1.35 billion from all lenders) remains August 2027. PAA Senior Notes PAA’s senior notes are co-issued, jointly and severally, by Plains All American Pipeline, L.P. and a 100 %-owned consolidated finance subsidiary (neither of which have independent assets or operations) and are unsecured senior obligations of such entities and rank equally in right of payment with existing and future senior indebtedness of the issuers. PAA may, at its option, redeem any series of senior notes at any time in whole or from time to time in part, prior to maturity, at the redemption prices described in the indentures governing the senior notes. PAA’s senior notes are not guaranteed by any of its subsidiaries. PAA Senior Notes Issuances. The table below summarizes PAA’s issuances of senior unsecured notes during the three years ended December 31, 2024 (in millions): Year Description Maturity Face Value Interest Payment Dates 2024 5.70 % Senior Notes issued at 99.953 % of face value September 2034 $ 650 March 15 and September 15 In January 2025, PAA also completed the offering of $ 1 billion, 5.95 % senior notes due June 2035 at a public offering price of 99.761 %. Interest payments are due on June 15 and December 15 of each year, commencing on June 15, 2025. F-31 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS PAA Senior Notes Repayments. During the three years ended December 31, 2024, PAA repaid the following senior unsecured notes in full (in millions): Year Description Repayment Date 2024 $ 750 million 3.60 % Senior Notes due November 2024 November 2024 (1) 2023 $ 700 million 3.85 % Senior Notes due October 2023 October 2023 (2) 2023 $ 400 million 2.85 % Senior Notes due January 2023 January 2023 (2) 2022 $ 750 million 3.65 % Senior Notes due June 2022 March 2022 (2) (1) PAA repaid these senior notes with proceeds from its 5.70 % senior notes issued in June 2024, cash on hand and borrowings under its commercial paper program. (2) PAA repaid these senior notes with cash on hand and borrowings under its commercial paper program. Maturities The weighted average maturity of PAA’s senior notes outstanding at December 31, 2024 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. Calendar Year Payment (in millions) 2025 $ 1,000 2026 $ 750 2027 $ — 2028 $ — 2029 $ 1,000 Thereafter $ 4,433 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 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. In addition, PAA’s agreements contain various covenants limiting PAA’s ability to, among other things: • grant liens on certain property; • incur indebtedness, including finance leases; • sell substantially all of its assets or enter into a merger or consolidation; • engage in certain transactions with affiliates; and • enter into certain burdensome agreements. F-32 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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. Additionally, letters of credit and borrowings to fund hedged inventory and margin requirements are excluded when calculating the debt coverage ratio. A default under PAA’s credit agreements or indentures would permit the lenders to accelerate the maturity of the outstanding debt. As long as PAA is in compliance with the provisions contained in its credit agreements, PAA’s ability to make distributions of available cash is not restricted. As of December 31, 2024, PAA was in compliance with the covenants contained in its credit agreements and indentures. Borrowings and Repayments Total borrowings under PAA’s credit facilities and commercial paper program for the years ended December 31, 2024, 2023 and 2022 were approximately $ 28.1 billion, $ 18.1 billion and $ 25.0 billion, respectively. Total repayments under PAA’s credit facilities and commercial paper program were approximately $ 28.1 billion, $ 17.7 billion and $ 25.0 billion for the years ended December 31, 2024, 2023 and 2022, respectively. The variance in total gross borrowings and repayments is impacted by various business and financial factors including, but not limited to, the timing, average term and method of general partnership borrowing activities. Letters of Credit 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. Our liabilities with respect to these purchase obligations are recorded in accounts payable on our balance sheet in the month the crude oil or NGL is purchased. Generally, these letters of credit are issued for periods of up to seventy days and are terminated upon completion of each transaction. Additionally, we issue letters of credit to support insurance programs, derivative transactions, including hedging-related margin obligations, and construction activities. At December 31, 2024 and 2023, we had outstanding letters of credit of $ 90 million and $ 205 million, respectively. Debt Issuance Costs Costs incurred in connection with the issuance of senior notes are recorded as a direct deduction from the related debt liability and are amortized using the straight-line method over the term of the related debt. Use of the straight-line method does not differ materially from the “effective interest” method of amortization. Note 11— Partners’ Capital and Distributions Our Shares Our Class A shares, Class B shares and Class C shares represent limited partner interests in us. The holders of our Class A and Class B shares are entitled to exercise the rights or privileges available to limited partners under our partnership agreement, but only holders of Class A shares are entitled to participate in our distributions. Our Class C shares are non-economic and provide PAA, as the sole holder of such Class C shares, the right to vote, pro rata with the holders of our Class A and Class B shares, in the election of eligible PAGP GP directors. Pursuant to the Omnibus Agreement entered into on November 15, 2016, the number of Class C shares that PAA owns will at all times equal the number of outstanding PAA common units, excluding common units held by AAP, and Series A preferred units. Thus, the Class C shares function as a “pass-through” voting mechanism through which PAA votes at the direction of and as proxy for the PAA common unitholders (other than AAP) and Series A preferred unitholders in such director elections. F-33 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Exchange and Redemption Rights Holders of AAP units and their permitted transferees each have the right to exchange all or a portion of their AAP units for Class A shares at an exchange ratio of one Class A share for each AAP unit exchanged (referred to herein as the “Exchange Right”). This Exchange Right may be exercised only if, simultaneously therewith, an equal number of our Class B shares and general partner units (if any) are transferred by the exercising party to us. See Note 14 for information regarding the recognition of deferred tax assets associated the transfer of ownership resulting from Exchange Right exercises. Additionally, subject to certain limitations, a holder of AAP units (other than us) has the right (a “Redemption Right”) to cause AAP to redeem any or all of such holder’s AAP units in exchange for the distribution of an equivalent number of PAA common units held by AAP (“AAP Unit Redemption”). In connection with any AAP Unit Redemption, the redeeming holder will transfer the AAP units to AAP and a corresponding number of our Class B shares and general partner units (if any), in each case, to us. The AAP units transferred to AAP will be canceled, the Class B shares transferred to us will be canceled and any general partner units transferred to us will remain outstanding and increase our ownership percentage in our general partner. Additionally, we will issue a corresponding number of Class C shares to PAA. Shares Outstanding The following table presents the activity for our Class A shares, Class B shares and Class C shares: Class A Shares Class B Shares Class C Shares Outstanding at December 31, 2021 194,192,777 46,645,514 534,596,831 Conversion of AAP Management Units — 258,047 — Exchange Right exercises 179,150 ( 179,150 ) — Redemption Right exercises — ( 518,464 ) 518,464 Repurchase and cancellation of common units by a subsidiary under the Common Equity Repurchase Program — — ( 7,251,361 ) Other 35,715 — 578,604 Outstanding at December 31, 2022 194,407,642 46,205,947 528,442,538 Conversion of AAP Management Units — 388,839 — Exchange Right exercises 1,869,768 ( 1,869,768 ) — Redemption Right exercises — ( 8,487,850 ) 8,487,850 Other 139,350 — 2,514,901 Outstanding at December 31, 2023 196,416,760 36,237,168 539,445,289 Exchange Right exercises 846,937 ( 846,937 ) — Other 202,002 — 2,559,549 Outstanding at December 31, 2024 197,465,699 35,390,231 542,004,838 Distributions to Our Shareholders We distribute 100 % of our available cash within 55 days following the end of each quarter to Class A shareholders of record. 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 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 2024 $ 251 $ 1.2700 2023 $ 209 $ 1.0700 2022 $ 162 $ 0.8325 F-34 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS On January 7, 2025, we declared a cash distribution of $ 0.38 per outstanding Class A share. This distribution of $ 75 million was paid on February 14, 2025 to shareholders of record at the close of business on January 31, 2025, for the period October 1, 2024 through December 31, 2024. Other Comprehensive Income/(Loss) Other comprehensive income/(loss) attributable to our Class A shareholders is comprised solely of their proportionate share of PAA’s other comprehensive income/(loss) based on our indirect ownership interest in PAA during the period. Consolidated Subsidiaries Noncontrolling Interests in Subsidiaries As of December 31, 2024, noncontrolling interests in our subsidiaries consisted of (i) limited partner interests in PAA including a 70 % 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 15 % limited partner interest in AAP, (iii) a 35 % interest in the Permian JV, (iv) a 30 % interest in Cactus II and (v) a 33 % interest in Red River Pipeline Company LLC (“Red River”). The transactions resulting in the recognition of noncontrolling interests in the Permian JV and Cactus II are described below. In November 2022, we acquired an additional 5 % interest in Cactus II which, combined with changes in governance, resulted in our obtaining control of the entity. We own 70 % of Cactus II and reflect the entity as a consolidated subsidiary in our Consolidated Financial Statements, with Enbridge’s 30 % interest accounted for as a noncontrolling interest. This transaction resulted in the recognition of partners’ capital attributable to noncontrolling interests of approximately $ 526 million. See Note 7 for more details regarding this transaction. Common Equity Repurchase Program In November 2020, the board of directors of our general partner approved a $ 500 million common equity repurchase program (the “Program”) to be utilized as an additional method of returning capital to investors. The Program authorizes the repurchase from time to time of up to $ 500 million of PAA common units and/or our Class A shares via open market purchases or negotiated transactions conducted in accordance with applicable regulatory requirements. No time limit has been set for completion of the Program, and the Program may be suspended or discontinued at any time. The Program does not obligate PAA or us to acquire a particular number of PAA common units or Class A shares. Any PAA common units or Class A shares that are repurchased will be canceled. Class C shares held by PAA associated with any publicly held common units that are repurchased will also be canceled. There were no repurchases under the Program during the years ended December 31, 2024 or 2023. During the years ended December 31, 2022, PAA repurchased common units under the Program through open market purchases for a total purchase price of $ 74 million, 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. At December 31, 2024, the remaining available capacity under the Program was $ 198 million. PAA’s capital attributable to AAP was adjusted, in accordance with ASC 810, to reflect the accretion of its interest in PAA as a result of the repurchase of common units from public unitholders. Such adjustment is recognized by PAGP in proportion to its ownership interest in AAP, which results in a net increase in partners’ capital attributable to PAGP. See Note 14 for additional information regarding the associated impact to the deferred tax asset. F-35 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Subsidiary Distributions PAA Series A Preferred Unit Distributions. After the fifth anniversary of the January 28, 2016 issuance date of PAA’s Series A preferred units, the holders of PAA’s Series A preferred units, acting by majority vote, had the option to make a one-time election to reset the Series A preferred unit distribution rate to equal the then applicable rate of ten-year U.S. Treasury Securities plus 5.85 % (the “Preferred Distribution Rate Reset Option”). The Preferred Distribution Rate Reset Option was accounted for as an embedded derivative. See Note 12 for additional information. In January 2023, the Series A preferred unitholders elected the Preferred Distribution Rate Reset Option. Effective January 31, 2023, the new Series A preferred unit distribution rate is equal to 9.375 % per annum of the original Issue Price (approximately $ 2.46 per unit annualized). The quarterly distribution paid in May 2023 reflected a pro-rated amount of approximately $ 0.585 per unit. On January 31, 2025, PAA repurchased approximately 12.7 million units, or 18 %, of its outstanding Series A preferred units at the issue price of $ 26.25 per unit for a purchase price of approximately $ 333 million, plus accrued and unpaid distributions through January 30, 2025 of approximately $ 10 million. The following table details distributions paid to PAA’s Series A preferred unitholders during the years presented (in millions, except unit data): Series A Preferred Unitholders Year Cash Distribution Distribution per Unit 2024 $ 175 $ 2.46 2023 $ 166 $ 2.34 2022 $ 149 $ 2.10 On February 14, 2025, PAA paid a cash distribution of $ 36 million to its Series A preferred unitholders outstanding as of January 31,2025. At December 31, 2024, such amount was accrued as distributions payable in “Other current liabilities” on our Consolidated Balance Sheet. PAA Series B Preferred Unit Distributions. The initial distribution rate for the Series B preferred units from and including October 10, 2017 to, but not including, November 15, 2022 was 6.125 % per year of the liquidation preference per unit (equal to $ 61.25 per unit per year). From November 15, 2022 through August 14, 2023, distributions on the Series B preferred units accumulated for each distribution period at a percentage of the liquidation preference equal to the applicable three-month LIBOR plus a spread of 4.11 % per annum. Beginning August 15, 2023, distributions on the Series B preferred units accumulate based on the applicable three-month SOFR, plus a credit spread adjustment of 0.26161 %, plus 4.11 % per annum. The following table details distributions paid to PAA’s Series B preferred unitholders during the years presented (in millions, except unit data): Series B Preferred Unitholders Year Cash Distribution Distribution per Unit 2024 $ 79 $ 98.14 2023 $ 75 $ 93.43 2022 $ 49 $ 61.25 On February 18, 2025, PAA paid a cash distribution of $ 18 million ($ 22.73 per unit) to its Series B preferred unitholders. At December 31, 2024, approximately $ 9 million of accrued distributions payable to PAA’s Series B preferred unitholders was included in “Other current liabilities” on our Consolidated Balance Sheet. PAA Common Unit Distributions. After making distributions to its outstanding preferred units, PAA distributes the remainder of its available cash within 45 days following the end of each quarter to common unitholders of record, including AAP. 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 discretion of its general partner for future requirements. PAA’s available cash also includes cash on hand resulting from borrowings made after the end of the quarter. F-36 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The following table details distributions paid by PAA to its common unitholders during the years presented (in millions, except per unit data): Distributions Paid Distributions per Common Unit Year Public AAP Total 2024 $ 595 $ 296 $ 891 $ 1.2700 2023 $ 492 $ 256 $ 748 $ 1.0700 2022 $ 383 $ 201 $ 584 $ 0.8325 On January 7, 2025, PAA declared a cash distribution of $ 0.38 per unit on its outstanding common units. The total distribution of $ 267 million was paid on February 14, 2025 to unitholders of record at the close of business on January 31, 2025, for the period from October 1, 2024 through December 31, 2024. Of this amount, approximately $ 88 million was paid to AAP. AAP Distributions. AAP distributes all of the cash received from PAA distributions on a quarterly basis, less reserves established in the discretion of its general partner for future requirements. 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 years presented from distributions received from PAA (in millions): Distributions to AAP’s Partners Year Noncontrolling Interests PAGP Total Cash Distributions 2024 $ 45 $ 251 $ 296 2023 $ 47 $ 209 $ 256 2022 $ 39 $ 162 $ 201 On February 14, 2025, AAP distributed $ 88 million to its partners from distributions received from PAA. Of this amount, $ 13 million was distributed to noncontrolling interests and $ 75 million was distributed to us. Consolidated Joint Venture Distributions. Distributions from Cactus II and Red River are paid in proportion to each owner’s interest in the entity. Cash available for distribution is cash on hand less the amount of cash required to fund normal operations and capital projects. The following table details distributions paid to noncontrolling interests in consolidated joint venture entities during the years presented (in millions): 2024 2023 2022 Permian JV (1) $ 322 $ 249 $ 273 Cactus II 77 63 4 Red River 26 21 21 $ 425 $ 333 $ 298 (1) The initial distribution from the Permian JV was paid during the first quarter of 2022, with approximately $ 54 million paid to noncontrolling interests. F-37 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 12— 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 commodity price risk and interest 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. Our interest rate risk management policies and procedures are designed to monitor our derivative positions and ensure that those positions are consistent with our objectives and approved strategies. Our policy is to use derivative instruments for risk management purposes and not for the purpose of speculating on changes in commodity prices or interest rates. When we apply hedge accounting, our policy is to formally document all relationships between hedging instruments and hedged items, as well as our risk management objectives for undertaking the hedge. This process includes specific identification of the hedging instrument and the hedged transaction, the nature of the risk being hedged and how the hedging instrument’s effectiveness will be assessed. At the inception of the hedging relationship, we assess whether the derivatives employed are highly effective in offsetting changes in cash flows of anticipated hedged transactions. Throughout the hedging relationship, retrospective and prospective hedge effectiveness is assessed on a qualitative basis. We record all open derivatives on the balance sheet as either assets or liabilities measured at fair value. Changes in the fair value of derivatives are recognized currently in earnings unless specific hedge accounting criteria are met. 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 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. These agreements include stipulations regarding the right of set off in the event that we or our counterparty default on performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties. At December 31, 2024 and 2023, none of our outstanding derivatives contained credit-risk related contingent features that would result in a material adverse impact to us upon any change in our credit ratings. Although we may be required to post margin on our exchange-traded derivatives transacted through a clearing brokerage account, as described below, we do not require our non-cleared derivative counterparties to post collateral with us. Commodity Price Risk Hedging 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 material physical inventory or derivatives for the purpose of speculating on commodity price changes. The material commodity-related risks inherent in our business activities are described below. In the normal course of our operations, we purchase and sell commodities. We use derivatives to manage the associated risks and to optimize profits. As of December 31, 2024, net derivative positions related to these activities included: • A net long position of 7.4 million barrels associated with our crude oil purchases, which was unwound ratably during January 2025 to match monthly average pricing. • A net short time spread position of 4.8 million barrels, which hedges a portion of our anticipated crude oil lease gathering purchases through November 2025. • A net crude oil basis spread position of 1.8 million barrels at multiple locations through December 2025. These derivatives allow us to lock in grade and location basis differentials. • A net short position of 16.7 million barrels through December 2028 related to anticipated net sales of crude oil and NGL inventory. F-38 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS We purchase natural gas for processing and operational needs. Additionally, we purchase NGL mix for fractionation and sell the resulting individual specification products (including ethane, propane, butane and condensate). In conjunction with these activities, we hedge the price risk associated with the purchase of the natural gas and the subsequent sale of the individual specification products. The following table summarizes our open derivative positions utilized to hedge the price risk associated with anticipated purchases and sales related to our natural gas processing and NGL fractionation activities as of December 31, 2024. Notional Volume (Short)/Long Remaining Tenor Natural gas purchases 49.3 Bcf June 2026 Propane sales ( 8.8 ) MMbls June 2026 Butane sales ( 1.3 ) MMbls December 2025 Condensate sales ( 2.3 ) MMbls December 2025 Fuel gas requirements (1) 2.7 Bcf December 2025 Power supply requirements (1) 2.1 TWh December 2030 (1) Positions to hedge a portion of our power supply and fuel gas requirements at our Canadian natural gas processing and fractionation plants. Physical commodity contracts that meet the definition of a derivative but are ineligible, or not designated, for the normal purchases and normal sales scope exception are recorded on the balance sheet at fair value, with changes in fair value recognized in earnings. 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 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, 2024 2023 2022 Product sales revenues $ ( 223 ) $ 13 $ 179 Field operating costs ( 32 ) ( 45 ) 59 Net gain/(loss) from commodity derivative activity $ ( 255 ) $ ( 32 ) $ 238 Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists. Accordingly, we also offset derivative assets and liabilities with amounts associated with cash margin. Our exchange-traded derivatives are transacted through clearing brokerage accounts and are subject to margin requirements as established by the respective exchange. On a daily basis, our account equity (consisting of the sum of our cash balance and the fair value of our open derivatives) is compared to our initial margin requirement resulting in the payment or return of variation margin. The following table provides the components of our net broker receivable/(payable) (in millions): December 31, 2024 2023 Initial margin $ 53 $ 77 Variation margin posted/(returned) 49 ( 65 ) Letters of credit ( 30 ) ( 25 ) Net broker receivable/(payable) $ 72 $ ( 13 ) F-39 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The following table reflects the Consolidated Balance Sheet line items that include the fair values of our commodity derivative assets and liabilities and the effect of the collateral netting. Such amounts are presented on a gross basis, before the effects of counterparty netting. However, we have elected to present our commodity derivative assets and liabilities with the same counterparty on a net basis on our Consolidated Balance Sheet when the legal right of offset exists. Amounts in the table below are presented in millions. December 31, 2024 December 31, 2023 Effect of Collateral Netting Net Carrying Value Presented on the Balance Sheet Effect of Collateral Netting Net Carrying Value Presented on the Balance Sheet Commodity Derivatives Commodity Derivatives Assets Liabilities Assets Liabilities Derivative Assets Other current assets $ 36 $ ( 74 ) $ 72 $ 34 $ 153 $ ( 79 ) $ ( 13 ) $ 61 Other long-term assets, net — — — — 3 — — 3 Derivative Liabilities Other current liabilities 4 ( 28 ) — ( 24 ) 1 ( 64 ) — ( 63 ) Other long-term liabilities and deferred credits 2 ( 16 ) — ( 14 ) 1 ( 15 ) — ( 14 ) Total $ 42 $ ( 118 ) $ 72 $ ( 4 ) $ 158 $ ( 158 ) $ ( 13 ) $ ( 13 ) Interest Rate Risk Hedging We use interest rate derivatives to hedge the benchmark interest rate associated with interest payments occurring as a result of debt issuances. The derivative instruments we use to manage this risk consist of forward starting interest rate swaps and treasury locks. These derivatives are designated as cash flow hedges. As such, changes in fair value are deferred in AOCI and are reclassified to interest expense as we incur the interest expense associated with the underlying debt. The following table summarizes the terms of our outstanding interest rate derivatives as of December 31, 2024 (notional amounts in millions): Hedged Transaction Number and Types of Derivatives Employed Notional Amount Expected Termination Date Average Rate Locked Accounting Treatment Anticipated interest payments 8 forward starting swaps ( 30 -year) $ 200 6/15/2026 3.09 % Cash flow hedge During the year ended December 31, 2024, we terminated $ 100 million of notional interest hedging instruments previously expected to terminate in June 2024 for proceeds of $ 57 million, which was recorded in AOCI. As of December 31, 2024, there was a net loss of $ 44 million deferred in AOCI. 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. The early termination did not result in an impact to the relationship between the hedging instrument and hedged item. We estimate that substantially all of the remaining deferred loss will be reclassified to earnings through 2056 as the underlying hedged transactions impact earnings. A portion of these amounts is based on market prices as of December 31, 2024; thus, actual amounts to be reclassified will differ and could vary materially as a result of changes in market conditions. The following table summarizes the net unrealized gain/(loss) recognized in AOCI for derivatives (in millions): Year Ended December 31, 2024 2023 2022 Interest rate derivatives, net $ 29 $ 15 $ 94 At December 31, 2024, the net fair value of our interest rate hedges, which was included in “Other long-term assets, net” on our Consolidated Balance Sheet, totaled $ 27 million. At December 31, 2023, the net fair value of these hedges totaled $ 51 million and $ 4 million, which were included in “Other current assets” and “Other long-term assets, net”, respectively. F-40 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Preferred Distribution Rate Reset Option In January 2023, PAA received notice that the Series A preferred unitholders elected the Preferred Distribution Rate Reset Option. Prior to this election, the Preferred Distribution Rate Reset Option was accounted for as an embedded derivative. A derivative feature embedded in a contract that does not meet the definition of a derivative in its entirety must be bifurcated and accounted for separately if the economic characteristics and risks of the embedded derivative are not clearly and closely related to those of the host contract. The Preferred Distribution Rate Reset Option embedded derivative was required to be bifurcated from the related host contract, the PAA partnership agreement, and recorded at fair value on our Consolidated Balance Sheet. 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 Sheet, totaled $ 189 million at December 31, 2022. The Preferred Distribution Rate Reset Option was settled when we received notice that the Series A preferred unitholders elected the Preferred Distribution Rate Reset Option. The fair value of the Preferred Distribution Rate Reset Option on the settlement date was $ 131 million. The Preferred Distribution Rate Reset Option embedded derivative was not designated in a hedging relationship for accounting purposes and corresponding changes in fair value were recognized in “Other income/(expense), net” in our Consolidated Statements of Operations. For the years ended December 31, 2023 and 2022, we recognized a gain of $ 58 million, and a net loss of $ 189 million, respectively. See Note 11 for additional information regarding the Preferred Distribution Rate Reset Option. Recurring Fair Value Measurements Derivative Financial Assets and Liabilities The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis (in millions): Fair Value as of December 31, 2024 Fair Value as of December 31, 2023 Recurring Fair Value Measures (1) Level 1 Level 2 Total Level 1 Level 2 Total Commodity derivatives $ 14 $ ( 90 ) $ ( 76 ) $ 9 $ ( 9 ) $ — Interest rate derivatives — 27 27 — 55 55 Total net derivative asset/(liability) $ 14 $ ( 63 ) $ ( 49 ) $ 9 $ 46 $ 55 (1) Derivative assets and liabilities are presented above on a net basis but do not include related cash margin deposits. Level 1 Level 1 of the fair value hierarchy includes exchange-traded commodity derivatives and over-the-counter commodity contracts such as futures and swaps. The fair value of exchange-traded commodity derivatives and over-the-counter commodity contracts is based on unadjusted quoted prices in active markets. Level 2 Level 2 of the fair value hierarchy includes exchange-cleared commodity derivatives and over-the-counter commodity and interest rate derivatives that are traded in observable markets with less volume and transaction frequency than active markets. In addition, it includes certain physical commodity contracts. The fair values of these derivatives are corroborated with market observable inputs. Level 3 Level 3 of the fair value hierarchy includes the Preferred Distribution Rate Reset Option contained in our partnership agreement which was classified as an embedded derivative. As discussed above, the Preferred Distribution Rate Reset Option was settled on January 31, 2023. The fair value of the Preferred Distribution Rate Reset Option was based on a Monte Carlo valuation model that estimated the fair value of the Series A preferred units with and without the Preferred Distribution Rate Reset Option. This model relied on assumptions for forecasts for the ten-year U.S. Treasury rate, PAA’s common unit price, and default probabilities which impacted timing estimates as to when the option would be exercised. F-41 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Rollforward of Level 3 Net Asset/(Liability) The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Preferred Distribution Rate Reset Option embedded derivative, which was classified as Level 3 in the fair value hierarchy (in millions): Year Ended December 31, 2023 Beginning Balance $ ( 189 ) Gain for the period included in earnings 58 Settlements 131 Ending Balance $ — Change in unrealized gains/(losses) included in earnings relating to Level 3 derivatives still held at the end of the period $ — Note 13— Leases Lessee 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. Our operating leases primarily relate to railcars, office space, land, vehicles, and storage tanks, and our finance leases primarily relate to tractor trailers, storage tanks, land and vehicles. One of our finance leases is for storage tanks owned by an equity method investee, in which we own a 50 % interest. For leases with an initial term of greater than 12 months, we recognize a right-of-use asset and lease liability on the balance sheet. 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 56 years. When applicable, this range includes additional terms associated with leases for which we are reasonably certain to exercise the option to renew and such renewal options are recognized as part of our right-of-use assets and lease liabilities. We have renewal options for leases with terms ranging from one year to 25 years that are not recognized as part of our right-of-use assets or lease liabilities as we have determined we are not reasonably certain to exercise the option to renew. Certain of our leases have variable lease payments, many of which are based on changes in market indices such as the Consumer Price Index. Our lease agreements for our tractor trailers contain residual value guarantees equal to the fair market value of the tractor trailers at the end of the lease term in the event that we elect not to purchase the asset for an amount equal to the fair value. Our lease agreements do not contain any material restrictive covenants. For determining the present value of lease payments, we use the discount rate implicit in the lease when readily determinable; however, such rate is not readily determinable for most of our leases. 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. F-42 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The following table presents components of lease cost, including both amounts recognized in income and amounts capitalized (in millions): Year Ended December 31, Lease Cost 2024 2023 2022 Operating lease cost $ 80 $ 86 $ 91 Short-term lease cost 16 15 18 Other (1) 17 8 15 Total lease cost $ 113 $ 109 $ 124 (1) Includes finance lease costs, variable lease costs and sublease income. The following table presents information related to cash flows arising from lease transactions (in millions): Year Ended December 31, 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 78 $ 81 $ 92 Operating cash flows for finance leases $ 8 $ 6 $ 6 Financing cash flows for finance leases $ 15 $ 11 $ 12 Non-cash change in lease liabilities arising from obtaining new right-of-use assets or modifications: Operating leases $ 98 $ 32 $ 43 Finance leases $ 25 $ 27 $ 2 Information related to the weighted-average remaining lease term and discount rate is presented in the table below: December 31, 2024 2023 Weighted-average remaining lease term (in years): Operating leases 14 13 Finance leases 7 8 Weighted-average discount rate: Operating leases 5.1 % 4.9 % Finance leases 10.6 % 11.3 % F-43 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The following table presents the amount and location of our operating and finance lease right-of-use assets and liabilities on our Consolidated Balance Sheets (in millions): December 31, Leases Balance Sheet Location 2024 2023 Assets Operating lease right-of-use assets Long-term operating lease right-of-use assets, net $ 332 $ 313 Finance lease right-of-use assets (1) Property and equipment $ 147 $ 144 Accumulated depreciation ( 46 ) ( 46 ) Property and equipment, net $ 101 $ 98 Total lease right-of-use assets $ 433 $ 411 Liabilities Operating lease liabilities Current Other current liabilities $ 63 $ 69 Noncurrent Long-term operating lease liabilities 313 274 Total operating lease liabilities $ 376 $ 343 Finance lease liabilities (1) Current Short-term debt $ 14 $ 13 Noncurrent Other long-term debt, net 72 63 Total finance lease liabilities $ 86 $ 76 Total lease liabilities $ 462 $ 419 (1) Includes right-of-use assets of $ 26 million and $ 28 million and lease liabilities of $ 33 million and $ 34 million as of December 31, 2024 and 2023, respectively, associated with leased storage tanks owned by an equity method investee, in which we own a 50 % interest. The following table presents the maturity of undiscounted cash flows for future minimum lease payments under noncancelable leases as of December 31, 2024 reconciled to our lease liabilities on our Consolidated Balance Sheet (amounts in millions): Operating Finance (2) Future minimum lease payments (1) : 2025 $ 73 $ 22 2026 55 17 2027 54 16 2028 47 19 2029 37 12 Thereafter 321 46 Total 587 132 Less: Present value discount ( 211 ) ( 46 ) Lease liabilities $ 376 $ 86 F-44 Table of Contents 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 2025 through 2029 and approximately $ 39 million thereafter associated with leased storage tanks owned by an equity method investee, in which we own a 50 % interest. Lessor 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. 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. Such agreements include (i) fixed consideration, which is measured based on an available capacity during the period multiplied by the rate in the agreement, or (ii) a fixed monthly fee and variable consideration based on usage. These agreements often include options to extend or terminate the lease, with advance notice. These agreements are operating leases. The following table presents our lease revenue for the periods indicated (in millions): Year Ended December 31, 2024 2023 2022 Operating lease revenue (1) $ 26 $ 32 $ 29 (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, 2024. This presentation includes minimum fixed lease payments and does not include an estimate of variable lease consideration. These agreements have remaining lease terms ranging from one year to 17 years. The following table presents the undiscounted cash flows expected to be received related to these agreements (in millions): 2025 2026 2027 2028 2029 Thereafter Future minimum lease revenue $ 22 $ 17 $ 19 $ 19 $ 17 $ 131 Note 14— Income Taxes Income tax expense is estimated using the tax rate in effect or to be in effect during the relevant periods in the jurisdictions in which we operate. Deferred income tax assets and liabilities are recognized for temporary differences between the basis of assets and liabilities for financial reporting and tax purposes and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. To the extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established. Changes in tax legislation are included in the relevant computations in the period in which such changes are effective. We review contingent tax liabilities for estimated exposures on a more likely than not standard related to our current tax positions. Pursuant to FASB guidance related to accounting for uncertainty in income taxes, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the tax position and also the past administrative practices and precedents of the taxing authority. As of December 31, 2024 and 2023, we had not recognized any material amounts in connection with uncertainty in income taxes. F-45 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS U.S. Federal and State Taxes Although we are organized as a limited partnership, we have elected to be treated as a corporation for U.S. federal income tax purposes and are therefore subject to both U.S. federal and state income taxes. Canadian Federal and Provincial Taxes All of our Canadian operations are conducted by entities that are treated as corporations for Canadian tax purposes (flow through for U.S. income tax purposes) and that are subject to Canadian federal and provincial taxes. Additionally, payments of interest and dividends from our Canadian entities to other Plains entities are subject to Canadian withholding tax that is treated as income tax expense. Tax Components Components of income tax expense are as follows (in millions): Year Ended December 31, 2024 2023 2022 Current income tax expense: State income tax $ 2 $ 2 $ 1 Canadian federal and provincial income and withholding taxes 193 143 83 Total current income tax expense $ 195 $ 145 $ 84 Deferred income tax expense/(benefit): Federal income tax $ 31 $ 55 $ 46 State income tax 6 13 11 Canadian federal and provincial income tax ( 28 ) ( 24 ) 105 Total deferred income tax expense $ 9 $ 44 $ 162 Total income tax expense $ 204 $ 189 $ 246 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): Year Ended December 31, 2024 2023 2022 Income before tax $ 1,274 $ 1,614 $ 1,409 Net income attributable to noncontrolling interests ( 967 ) ( 1,227 ) ( 995 ) Income taxes attributable to noncontrolling interests ( 167 ) ( 121 ) ( 189 ) $ 140 $ 266 $ 225 Federal statutory income tax rate 21 % 21 % 21 % Income tax expense at statutory rate $ 29 $ 56 $ 47 Deferred tax rate adjustment 6 9 7 State income tax, net of federal benefit 2 3 3 Income taxes attributable to noncontrolling interests: Canadian federal and provincial income tax 113 119 188 Canadian withholding tax 52 — — State income tax 2 2 1 Total income tax expense $ 204 $ 189 $ 246 F-46 Table of Contents Index to Financial Statements 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): December 31, 2024 2023 Deferred tax assets: Investment in partnerships $ 436 $ 523 Net operating losses 784 716 Derivative instruments 19 — Lease liabilities 46 40 Other 43 45 Total deferred tax assets 1,328 1,324 Deferred tax liabilities: Property and equipment in excess of tax values ( 525 ) ( 573 ) Derivative instruments — ( 6 ) Lease assets ( 44 ) ( 38 ) Other ( 3 ) ( 3 ) Total deferred tax liabilities ( 572 ) ( 620 ) Net deferred tax assets $ 756 $ 704 Balance sheet classification of deferred tax assets/(liabilities): Deferred tax asset $ 1,220 $ 1,239 Other long-term liabilities and deferred credits ( 464 ) ( 535 ) $ 756 $ 704 As a result of the exchange of the ownership interest in AAP in connection with our IPO and all subsequent exchanges, a deferred tax asset was created. These transfers of ownership were accounted for at the historical carrying basis for GAAP accounting purposes, but were recorded at the fair market value of the Class A shares at the time of exchange for U.S. federal income tax purposes. 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 11 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, 2024, our federal and state net operating loss carryforwards for income tax purposes were approximately $ 3,549 million and $ 953 million, respectively. If not utilized, the state net operating losses will begin to expire in 2025 and a portion of our federal net operating losses will begin to expire in 2033. Under the Tax Cuts and Jobs Act, U.S. federal NOLs generated after 2017 will have an indefinite carryforward period but may only reduce up to 80% of taxable income in any given year. Our U.S. 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 2018 through 2024. Our U.S. and state tax years are generally open to examination from 2021 to 2024. F-47 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2024, in reference to tax years 2012 to 2019, 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. These notices include assessments, including penalties and interest, associated with these transfer pricing matters totaling approximately $ 177 million (based on the exchange rate as of December 31, 2024). Payment of a portion of the assessment is required in order to file a notice of objection to dispute the reassessment. Accordingly, we have remitted approximately $ 97 million (based on the exchange rate as of December 31, 2024) related to the assessments, which is included in “Other long-term assets, net,” on our Consolidated Balance Sheets. We disagree with these notices and have contested the reassessments. We intend to vigorously defend our position, and we plan to pursue all remedies available to us to successfully resolve these matters, including administrative remedies with the Canadian Tax Authorities, and judicial remedies, if necessary. As of December 31, 2024, we believe that our tax position associated with these matters is “more likely than not” to be sustained and have not recognized any amounts for uncertainty in income taxes related to these notices. Note 15— Major Customers and Concentration of Credit Risk ExxonMobil Corporation and its subsidiaries accounted for 30 %, 26 % and 20 % of our revenues for the years ended December 31, 2024, 2023 and 2022, respectively. BP p.l.c. and its subsidiaries accounted for 10 % of our revenues for the year ended December 31, 2023. No other customers accounted for 10% or more of our revenues during any of the three years ended December 31, 2024. 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. Our accounts receivable are primarily from purchasers and shippers of crude oil and, to a lesser extent, purchasers of NGL. This industry concentration has the potential to impact our overall exposure to credit risk in that the customers may be similarly affected by changes in economic, industry or other conditions. We review credit exposure and financial information of our counterparties and generally require letters of credit for receivables from customers that are not considered creditworthy, unless the credit risk can otherwise be reduced. See Note 3 for additional discussion of our accounts receivable and our review of credit exposure. Note 16— Related Party Transactions PAA’s Ownership of our Class C Shares As of December 31, 2024 and 2023, PAA owned 542,004,838 and 539,445,289 , respectively, Class C shares. See Note 11 for additional information regarding our Class C shares. Omnibus Agreement The Plains Entities entered into an Omnibus Agreement on November 15, 2016, which, among other things, provides for the following: • our ability to issue additional Class A shares and use the net proceeds therefrom to purchase a like number of AAP units from AAP, and the corresponding ability of AAP to use the net proceeds therefrom to purchase a like number of PAA common units; and • 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. Transactions with Other Related Parties Our other related parties include entities in which we hold investments and account for under the equity method of accounting (see Note 8 for information regarding such entities). During the three years ended December 31, 2024, 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. F-48 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The impact to our Consolidated Statements of Operations from these transactions is included below (in millions): Year Ended December 31, 2024 2023 2022 Revenues from related parties $ 46 $ 48 $ 45 Purchases and related costs from related parties $ 400 $ 404 $ 365 Our receivable and payable amounts with these related parties as reflected on our Consolidated Balance Sheets were as follows (in millions): December 31, 2024 2023 Trade accounts receivable and other receivables, net from related parties (1) $ 40 $ 63 Trade accounts payable to related parties (1) (2) $ 66 $ 72 (1) Includes amounts related to 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 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. Note 17— Equity-Indexed Compensation Plans 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. Our LTIP awards include both liability-classified and equity-classified awards. In accordance with FASB guidance regarding share-based payments, the fair value of liability-classified LTIP awards is calculated based on the closing market price of the underlying PAGP share or PAA unit at each balance sheet date and adjusted for the present value of any distributions that are estimated to occur on the underlying shares or units over the vesting period that will not be received by the award recipients. The fair value for equity-classified awards is calculated in a similar manner on the respective grant dates. These fair values are recognized as compensation expense over the service period. We have elected to recognize forfeitures of awards when they occur. Our LTIP awards contain (i) time-based vesting criteria, (ii) performance conditions, (iii) market conditions or (iv) a combination of time-based vesting criteria and performance conditions. For awards with performance conditions, expense is accrued over the service period only if the performance condition is considered probable of occurring. 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 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. F-49 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The following is a summary of the awards authorized under our LTIPs as of December 31, 2024 (in millions): LTIP LTIP Awards Authorized Plains GP Holdings, L.P. Long-Term Incentive Plan 3.8 Plains All American 2021 Long-Term Incentive Plan 28.8 Plains All American PNG Successor Long-Term Incentive Plan 1.3 Plains All American GP LLC 2006 Long-Term Incentive Tracking Unit Plan 13.4 Total (1) 47.3 (1) Of the 47.3 million total awards authorized, 19.1 million awards are currently available for future grant. The remaining balance has already vested or is currently outstanding. As of December 31, 2024, 10.5 million PAA LTIP awards and 0.1 million PAGP LTIP awards were outstanding. Of the awards outstanding, 8.6 million PAA LTIP awards and 0.1 million PAGP LTIP awards include associated DERs. At December 31, 2024, certain of the outstanding LTIP awards were considered probable of vesting and such awards are expected to vest at various dates between August 2025 and August 2028. As of December 31, 2024, the outstanding awards that are considered probable of vesting have a remaining unrecognized fair value of approximately $ 65 million. Note 18— Commitments and Contingencies Commitments We have commitments (some of which are leases) related to real property, equipment and operating facilities. We also incur costs associated with leased land, rights-of-way, permits and regulatory fees. Future noncancelable commitments related to these items at December 31, 2024 are summarized below (in millions): 2025 2026 2027 2028 2029 Thereafter Total Leases (1) $ 95 $ 72 $ 70 $ 66 $ 49 $ 367 $ 719 Other commitments (2) 515 266 241 128 130 369 1,649 Total $ 610 $ 338 $ 311 $ 194 $ 179 $ 736 $ 2,368 (1) Includes both operating and finance leases as defined by FASB guidance. Leases are primarily for (i) railcars, (ii) office space, (iii) land, (iv) vehicles, (v) storage tanks and (vi) tractor trailers. See Note 13 for additional information. (2) Primarily includes storage, transportation and pipeline throughput agreements, as well as certain rights-of-way easements. Expense associated with our storage, transportation and pipeline throughput agreements was approximately $ 387 million, $ 396 million and $ 336 million for 2024, 2023 and 2022, respectively. A majority of the storage, transportation and pipeline throughput commitments are associated with agreements to store crude oil at facilities and transport crude oil on pipelines owned by equity method investees at posted tariff rates or prices that we believe approximate market. A portion of our commitment to transport is supported by crude oil buy/sell or other agreements with third parties with commensurate quantities. Other commitments for 2025 also include amounts associated with an agreement to purchase a crude oil gathering business in the Delaware Basin for $ 161 million (approximately $ 105 million net to our 65 % interest in the Permian JV), net of a cash deposit of approximately $ 16 million paid in December 2024. See Note 7 for additional information. Loss Contingencies — General To the extent we are able to assess the likelihood of a negative outcome for a contingency, our assessments of such likelihood range from remote to probable. If we determine that a negative outcome is probable and the amount of loss is reasonably estimable, we accrue an undiscounted liability equal to the estimated amount. If a range of probable loss amounts can be reasonably estimated and no amount within the range is a better estimate than any other amount, then we accrue an undiscounted liability equal to the minimum amount in the range. In addition, we estimate legal fees that we expect to incur associated with loss contingencies and accrue those costs when they are material and probable of being incurred. F-50 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS We do not record a contingent liability when the likelihood of loss is probable but the amount cannot be reasonably estimated or when the likelihood of loss is believed to be only reasonably possible or remote. For contingencies where an unfavorable outcome is reasonably possible and the impact would be material to our consolidated financial statements, we disclose the nature of the contingency and, where feasible, an estimate of the possible loss or range of loss. Legal Proceedings — General In the ordinary course of business, we are involved in various legal proceedings, including those arising from regulatory and environmental matters. In connection with determining the probability of loss associated with such legal proceedings and whether any potential losses associated therewith are estimable, we take into account what we believe to be all relevant known facts and circumstances, and what we believe to be reasonable assumptions regarding the application of those facts and circumstances to existing agreements, laws and regulations. Although we are insured against various risks to the extent we believe it is prudent, there is no assurance that the nature and amount of such insurance will be adequate, in every case, to fully protect us from losses arising from current or future legal proceedings. 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. 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 or insured. 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. We record environmental liabilities when environmental assessments and/or remedial efforts are probable and the amounts can be reasonably estimated. Generally, our recording of these accruals coincides with our completion of a feasibility study or our commitment to a formal plan of action. We do not discount our environmental remediation liabilities to present value. We also record environmental liabilities assumed in business combinations based on the estimated fair value of the environmental obligations caused by past operations of the acquired company. We record receivables for amounts we believe are recoverable from insurance or from third parties under indemnification agreements in the period that we determine the costs are probable of recovery. Environmental expenditures that pertain to current operations or to future revenues are expensed or capitalized consistent with our capitalization policy for property and equipment. 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. Our estimated undiscounted reserve for environmental liabilities (excluding liabilities related to the Line 901 incident, as discussed further below) were reflected on our Consolidated Balance Sheets as follows (in millions): F-51 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2024 December 31, 2023 Other current liabilities $ 15 $ 10 Other long-term liabilities and deferred credits (1) 81 46 Total $ 96 $ 56 (1) The 2024 balance reflects an increase in estimated costs for long-term environmental remediation obligations. In some cases, the actual cash expenditures associated with these liabilities may not occur for several years. Our estimates used in determining these reserves are based on information currently available to us and our assessment of the ultimate outcome. Among the many uncertainties that impact our estimates are the necessary regulatory approvals for, and potential modification of, our remediation plans, the limited amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing or future legal claims giving rise to additional liabilities. 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. Specific Legal, Environmental or Regulatory Matters Line 901 Incident . In May 2015, we experienced a crude oil release from our Las Flores to Gaviota Pipeline (Line 901) in Santa Barbara County, California. A portion of the released crude oil reached the Pacific Ocean at Refugio State Beach through a drainage culvert. Following the release, we shut down the pipeline and initiated our emergency response plan. A Unified Command, which included the United States Coast Guard, the EPA, the State of California Department of Fish and Wildlife (“CDFW”), the California Office of Spill Prevention and Response and the Santa Barbara Office of Emergency Management, was established for the response effort. Clean-up and remediation operations with respect to impacted shoreline and other areas were determined by the Unified Command to be complete in 2016, and the Unified Command was dissolved. Our estimate of the amount of oil spilled, based on relevant facts, data and information, and as set forth in the Consent Decree described below, is approximately 2,934 barrels; of this amount, we estimate that 598 barrels reached the Pacific Ocean. 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, most of which have been resolved. Set forth below is a brief summary of actions and matters that are currently pending or recently resolved. Several pending or recently resolved lawsuits and claims were filed by companies, governmental agencies and individuals alleging damages arising out of the Line 901 incident. These lawsuits and claims generally seek restitution, compensatory and punitive damages, and/or injunctive relief. Most of these lawsuits have been settled or dismissed by the court. We recently settled the following two lawsuits (the “2024 Settlements”): (i) a lawsuit in California Superior Court in Santa Barbara County 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; and (ii) a lawsuit filed by the California State Land Commission in California Superior Court in Santa Barbara County seeking lost royalties following the shut-down of Line 901, as well as costs related to the decommissioning of such platform. In connection with the 2024 Settlements, we recognized additional costs related to the Line 901 incident of $ 120 million. Our remaining Line 901 lawsuits include various lawsuits filed in California Superior Court in Santa Barbara County by (x) companies and individuals who provided labor, goods, or services associated with oil production activities they claim were disrupted following the Line 901 incident and (y) a landowner on an adjacent pipeline alleging property damage from the “stigma” of the Line 901 incident. We are vigorously defending these remaining lawsuits, which have not yet been set for trial, and believe we have strong defenses. The ultimate outcome of such matters is uncertain, and an unfavorable resolution could have a material impact on our results of operations. F-52 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In November 2022, we submitted claims to several of our insurance carriers seeking reimbursement for a $ 230 million payment made in October of 2022 to settle a class action lawsuit stemming from the Line 901 incident (the “Class Action Settlement”). We had previously received payment of approximately $ 3.6 million from one insurer, which represented the final payment obligation of such insurer and brought the total amount collected from all insurers under such program to $ 275 million of the $ 500 million policy limits. In response to denials of coverage or other failures to timely tender payment, we initiated final and binding insurance arbitration proceedings against the insurers responsible for the remaining $ 225 million of coverage. Such insurers generally alleged that some or all damages encompassed by the Class Action Settlement were not covered by their policies and that all or some portion of the $ 275 million for which we had already received insurance reimbursement did not, for purposes of determining whether their policies were triggered, properly exhaust the underlying policies that paid those sums. As of December 31, 2023, we believed that our claim for reimbursement was probable of recovery despite the ongoing arbitration proceedings. Our belief at that time was based on: (i) our analysis of the terms of the underlying insurance policies as applied to the facts and circumstances that comprised our claim for reimbursement, (ii) our experience with the cost submissions and timely collection of claims for the $ 275 million previously collected for this incident under the same insurance program as the denied claims, including from some of the same insurers who were then denying claims, (iii) our extensive legal review and assessment of the insurer’s claimed basis for denial of coverage, which review and assessment included the advice of external legal counsel experienced in these type of matters that supported our belief that our insurers were required to provide coverage based on the terms of the policies and the nature of our claims, and (iv) the financial strength of the insurance carriers as determined by an independent credit ratings agency. However, at that time we also noted that various factors could impact the timing and amount of recovery of our insurance receivable, including future developments that adversely impacted our assessment of the strength of our coverage claims, the outcome of any dispute resolution proceedings with respect to our coverage claims (including arbitration proceedings) and the extent to which insurers may become insolvent in the future. A binding arbitration hearing with respect to our insurance claim against insurers representing $ 175 million of our total $ 225 million reimbursement claim concluded in early October 2024, and the arbitration panel’s final and binding decision was returned in January 2025. The panel ruled that a substantial portion of our claims subject to the proceeding were not covered under the applicable policy and therefore we were not entitled to reimbursement of our $ 175 million claim against the applicable insurers. With respect to our remaining $ 50 million claim against different insurance carriers, we now regard collection of those claims as being less than “probable.” As a result, we have written off the entire $ 225 million receivable and will recognize any future collections as and if they are received. F-53 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In connection with the foregoing, including the 2024 Settlements, we have made adjustments to our total estimated Line 901 costs and the portion of such costs that we believe are probable of recovery from insurance carriers, net of deductibles. Effective as of December 31, 2024, we estimate that the aggregate total costs we have incurred or will incur with respect to the Line 901 incident will be approximately $ 870 million, which includes actual and projected emergency response and clean-up costs, natural resource damage assessments, fines and penalties incurred, certain third-party claims settlements (including the Class Action Settlement and the 2024 Settlements), and estimated costs associated with our remaining Line 901 lawsuits and claims as described above, as well as estimates for certain legal fees and statutory interest where applicable. We accrue such estimates of aggregate total costs to “Field operating costs” in our Consolidated Statements of Operations. This estimate considers our prior experience in environmental investigation and remediation matters and available data from, and in consultation with, our environmental and other specialists, as well as currently available facts and presently enacted laws and regulations. We have made assumptions for (i) the resolution of certain third-party claims and lawsuits, but excluding claims and lawsuits with respect to which losses are not probable and reasonably estimable, and (ii) the nature, extent and cost of legal services that will be required in connection with all lawsuits, claims and other matters requiring legal or expert advice associated with the Line 901 incident. Our estimate does not include any lost revenue associated with the shutdown of Line 901 or 903 and does not include any liabilities or costs that are not reasonably estimable at this time or that relate to contingencies where we currently regard the likelihood of loss as being only reasonably possible or remote. We believe we have accrued adequate amounts for all probable and reasonably estimable costs; however, this estimate is subject to uncertainties associated with the assumptions that we have made. 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. During the years ended December 31, 2024, 2023 and 2022, we recognized costs, net of amounts probable of recovery from insurance (as applicable), of $ 345 million, $ 10 million, and $ 95 million, respectively. As of December 31, 2024 and 2023, we had a remaining undiscounted gross liability of approximately $ 5 million and $ 94 million, respectively, related to the Line 901 incident, which aggregate amounts are reflected in “Current liabilities” on our Consolidated Balance Sheet. As discussed above, we maintain insurance coverage, which is subject to certain exclusions and deductibles, in the event of such liabilities. As of December 31, 2023, we had recognized a receivable of approximately $ 225 million for the portion of the release costs that we believed were probable of recovery from insurance, net of deductibles and amounts already collected (approximately $ 280 million out of the $ 505 million submitted, including the 2015 insurance program and our directors and officers (D&O) insurance policies). Of this amount, we had classified $ 175 million as a short-term asset in “Trade accounts receivable and other receivables, net” with the remaining $ 50 million recognized as a long-term asset in “Other long-term assets, net” on our Consolidated Balance Sheet as of December 31, 2023. Following the arbitration panel ruling discussed above, we wrote off the full $ 225 million insurance receivable in the fourth quarter of 2024. Therefore, as of December 31, 2024, we no longer have any amounts recorded as receivables related to the Line 901 incident recognized on our Consolidated Balance Sheet. We have completed the required clean-up and remediation work as determined by the Unified Command and the Unified Command has been dissolved; however, we expect to make payments for additional legal, professional and regulatory costs during future periods. Taking into account the costs that we have included in our total estimate of costs for the Line 901 incident and considering what we regard as very strong defenses to the claims made in our remaining Line 901 lawsuits, we do not believe the ultimate resolution of such remaining lawsuits will have a material adverse effect on our consolidated financial condition, results of operations or cash flows. F-54 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Other Litigation Matters. On July 19, 2022, Hartree Natural Gas Storage, LLC (“Hartree”) filed a lawsuit under seal in the Superior Court for the State of Delaware asserting claims against PAA Natural Gas Storage, L.P. and PAA arising out of a Membership Interest Purchase Agreement relating to the 2021 sale of the Pine Prairie Energy Center natural gas storage facility to Hartree. We have entered into a confidential settlement agreement and anticipate that in connection with the settlement, all of Hartree’s claims will be dismissed with prejudice and without any admission of wrongdoing by Plains. Various coastal parishes, the State of Louisiana and some of its departments have filed lawsuits in Louisiana against a number of energy companies seeking damages for coastal erosion in connection with oil and gas operations in Louisiana. One of our subsidiaries has been named in such a lawsuit filed by The Louisiana Department of Wildlife and Fisheries (“LADWF”). LADWF filed a lawsuit in the 24 th Judicial District Court of Jefferson Parish, Louisiana on October 30, 2023 against our subsidiary, Plains Pipeline, L.P., Chevron Pipe Line Company, BP Oil Pipeline Company and Arrowhead Gulf Coast Pipeline, LLC (collectively, “Defendants”), as the former and current parties to certain pipeline right of way agreements (“ROWs”) in the vicinity of the Elmer Island Wildlife Refuge. LADWF alleges that the Defendants breached the terms of the ROWs by failing to prevent erosion and seeks restoration of the Wildlife Refuge or alternatively monetary damages in an unspecified amount. Our subsidiary owned and operated a pipeline in the vicinity of the refuge from 2006 through 2016. The damages have not been quantified and are not yet reasonably estimable, but we believe the claims in the lawsuit lack merit and intend to vigorously defend this lawsuit in coordination with the other Defendants. Note 19— Segment Information Our operating segments, Crude Oil and NGL, 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. Our crude oil and NGL marketing activities are 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 (our Chief Executive Officer) evaluates segment performance based on measures including Segment Adjusted EBITDA (as defined below). The measure of Segment Adjusted EBITDA forms the basis of our internal financial reporting and is the primary performance measure of segment profit/(loss) 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) significant segment expenses including: (i) purchases and related costs, (ii) field operating costs and (iii) segment general and administrative expenses, plus (b) our proportionate share of the depreciation and amortization expense (including write-downs related to cancelled projects and impairments) of unconsolidated entities, further adjusted (c) 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 either related to investing activities (such as the purchase of linefill) or purchases of long-term inventory, 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 (d) to exclude the portion of all preceding items that is attributable to noncontrolling interests in consolidated joint venture entities (“Segment amounts attributable to noncontrolling interests in consolidated joint ventures”). Our CODM uses Segment Adjusted EBITDA to evaluate the performance of each segment, including analyzing actual results compared to budget and guidance, to assess investment opportunities and to optimize and align assets to maximize returns to stakeholders. F-55 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 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. These maintenance investments are a component of field operating costs included in Segment Adjusted EBITDA or in maintenance capital, depending on the nature of the cost. Capital expenditures made to expand the existing operating and/or earnings capacity of our assets are classified as investment capital. Capital expenditures made to replace and/or refurbish partially or fully depreciated assets in order to maintain the operating and/or earnings capacity of our existing assets are classified as maintenance capital. Maintenance capital is reviewed by our CODM on a segment basis. 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. F-56 Table of Contents 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): Crude Oil NGL Intersegment Elimination Total Year Ended December 31, 2024 Revenues (1) : Product sales $ 47,034 $ 1,569 $ ( 349 ) $ 48,254 Services 1,686 155 ( 22 ) 1,819 Total revenues $ 48,720 $ 1,724 $ ( 371 ) $ 50,073 Significant segment expenses: Purchases and related costs (1) $ ( 45,033 ) $ ( 898 ) $ 371 $ ( 45,560 ) Field operating costs ( 1,440 ) ( 328 ) — ( 1,768 ) Segment general and administrative expenses ( 298 ) ( 83 ) — ( 381 ) Total significant segment expenses $ ( 46,771 ) $ ( 1,309 ) $ 371 $ ( 47,709 ) Equity earnings in unconsolidated entities $ 452 $ — Other segment items (2) : Depreciation and amortization of unconsolidated entities (3) 84 — Derivative activities and inventory valuation adjustments (4) 5 80 Long-term inventory costing adjustments (5) 1 ( 10 ) Deficiencies under minimum volume commitments, net (6) ( 31 ) — Equity-indexed compensation expense (7) 36 — Foreign currency revaluation (8) ( 22 ) ( 5 ) Line 901 incident (9) 345 — Segment amounts attributable to noncontrolling interests in consolidated joint ventures (10) ( 543 ) — Total other segment items $ ( 125 ) $ 65 Segment Adjusted EBITDA $ 2,276 $ 480 Investment and acquisition capital expenditures (11) (12) $ 554 $ 115 $ 669 Maintenance capital expenditures (12) $ 183 $ 78 $ 261 As of December 31, 2024 Investments in unconsolidated entities $ 2,811 $ — $ 2,811 F-57 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Crude Oil NGL Intersegment Elimination Total Year Ended December 31, 2023 Revenues (1) : Product sales $ 45,587 $ 1,765 $ ( 378 ) $ 46,974 Services 1,587 170 ( 19 ) 1,738 Total revenues $ 47,174 $ 1,935 $ ( 397 ) $ 48,712 Significant segment expenses: Purchases and related costs (1) $ ( 43,805 ) $ ( 1,123 ) $ 397 $ ( 44,531 ) Field operating costs ( 1,053 ) ( 372 ) — ( 1,425 ) Segment general and administrative expenses ( 271 ) ( 79 ) — ( 350 ) Total significant segment expenses $ ( 45,129 ) $ ( 1,574 ) $ 397 $ ( 46,306 ) Equity earnings in unconsolidated entities $ 369 $ — Other segment items (2) : Depreciation and amortization of unconsolidated entities (3) 87 — Derivative activities and inventory valuation adjustments (4) 17 142 Long-term inventory costing adjustments (5) 22 13 Deficiencies under minimum volume commitments, net (6) 12 — Equity-indexed compensation expense (7) 35 1 Foreign currency revaluation (8) 19 5 Line 901 incident (9) 10 — Transaction-related expenses (13) 1 — Segment amounts attributable to noncontrolling interests in consolidated joint ventures (10) ( 454 ) — Total other segment items $ ( 251 ) $ 161 Segment Adjusted EBITDA $ 2,163 $ 522 Investment and acquisition capital expenditures (11) (12) $ 765 $ 65 $ 830 Maintenance capital expenditures (12) $ 145 $ 86 $ 231 As of December 31, 2023 Investments in unconsolidated entities $ 2,820 $ — $ 2,820 F-58 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Crude Oil NGL Intersegment Elimination Total Year Ended December 31, 2022 Revenues (1) : Product sales $ 53,840 $ 2,575 $ ( 467 ) $ 55,948 Services 1,240 186 ( 32 ) 1,394 Total revenues $ 55,080 $ 2,761 $ ( 499 ) $ 57,342 Significant segment expenses: Purchases and related costs (1) $ ( 52,088 ) $ ( 1,587 ) $ 499 $ ( 53,176 ) Field operating costs ( 1,003 ) ( 312 ) — ( 1,315 ) Segment general and administrative expenses ( 250 ) ( 75 ) — ( 325 ) Total significant segment expenses $ ( 53,341 ) $ ( 1,974 ) $ 499 $ ( 54,816 ) Equity earnings in unconsolidated entities $ 403 $ — Other segment items (2) : Depreciation and amortization of unconsolidated entities (3) 85 — Derivative activities and inventory valuation adjustments (4) ( 11 ) ( 269 ) Long-term inventory costing adjustments (5) ( 3 ) ( 1 ) Deficiencies under minimum volume commitments, net (6) 7 — Equity-indexed compensation expense (7) 32 — Foreign currency revaluation (8) 3 1 Line 901 incident (9) 95 — Segment amounts attributable to noncontrolling interests in consolidated joint ventures (10) ( 364 ) — Total other segment items $ ( 156 ) $ ( 269 ) Segment Adjusted EBITDA $ 1,986 $ 518 Investment and acquisition capital expenditures (11) (12) $ 461 $ 157 $ 618 Maintenance capital expenditures (12) $ 112 $ 99 $ 211 As of December 31, 2022 Investments in unconsolidated entities $ 3,084 $ — $ 3,084 (1) Segment revenues include intersegment amounts that are eliminated in Purchases and related costs. 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. (2) Represents adjustments utilized by our CODM in the evaluation of segment results. (3) Includes our proportionate share of the depreciation and amortization expense (including write-downs related to cancelled projects and impairments) of unconsolidated entities. (4) We use derivative instruments for risk management purposes and our related processes include specific identification of hedging instruments to an underlying hedged transaction. Although we identify an underlying transaction for each derivative instrument we enter into, there may not be an accounting hedge relationship between the instrument and the underlying transaction. In the course of evaluating our results, we identify differences in the timing of earnings from the derivative instruments and the underlying transactions and exclude the related gains and losses in determining F-59 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 (i) investing activities, such as the purchase of linefill, and (ii) purchases of long-term inventory. We also exclude the impact of corresponding inventory valuation adjustments, as applicable. (5) We carry crude oil and NGL inventory that is comprised of minimum working inventory requirements in third-party assets and other working inventory that is needed for our commercial operations. We consider this inventory necessary to conduct our operations and we intend to carry this inventory for the foreseeable future. Therefore, we classify this inventory as long-term on our balance sheet and do not hedge the inventory with derivative instruments (similar to linefill in our own assets). We 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. (6) We, and certain of our equity method investees, have certain agreements that require counterparties to deliver, transport or throughput a minimum volume over an agreed upon period. Substantially all of such agreements were entered into with counterparties to economically support the return on capital expenditure necessary to construct the related asset. Some of these agreements include make-up rights if the minimum volume is not met. We record a receivable from the counterparty in the period that services are provided or when the transaction occurs, including amounts for deficiency obligations from counterparties associated with minimum volume commitments. If a counterparty has a make-up right associated with a deficiency, we defer the revenue attributable to the counterparty’s make-up right and subsequently recognize the revenue at the earlier of when the deficiency volume is delivered or shipped, when the make-up right expires or when it is determined that the counterparty’s ability to utilize the make-up right is remote. We include the impact of amounts billed to counterparties for their deficiency obligation, net of applicable amounts subsequently recognized into revenue or equity earnings, as a selected item impacting comparability. 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. (7) 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 be settled in cash is not excluded in determining Segment Adjusted EBITDA. See Note 17 for information regarding our equity-indexed compensation plans. (8) 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. (9) 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 (as applicable). The year ended December 31, 2024 includes the write-off of a receivable for Line 901 insurance proceeds in the fourth quarter of 2024 and the impact of settlements in the third quarter of 2024. See Note 18 for additional information regarding the Line 901 incident. (10) Reflects amounts attributable to noncontrolling interests in the Permian JV, Cactus II (beginning November 2022) and Red River. (11) Investment capital and acquisition capital expenditures, including investments in unconsolidated entities. (12) These amounts combined represent total capital expenditures. (13) Includes expenses associated with the Rattler Permian Transaction in 2023. 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, 2023 as our CODM does not view such expenses as integral to understanding our core segment operating performance. F-60 Table of Contents Index to Financial Statements PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Segment Adjusted EBITDA Reconciliation The following table reconciles Segment Adjusted EBITDA to Net income attributable to PAGP (in millions): Year Ended December 31, 2024 2023 2022 Segment Adjusted EBITDA $ 2,756 $ 2,685 $ 2,504 Total other segment items (1) 60 90 425 Unallocated general and administrative expenses (2) ( 6 ) ( 6 ) ( 5 ) Depreciation and amortization ( 1,026 ) ( 1,051 ) ( 968 ) Gains/(losses) on asset sales, asset impairments and other, net ( 160 ) 152 ( 269 ) Gain on investments in unconsolidated entities, net 15 28 346 Interest expense, net ( 382 ) ( 386 ) ( 405 ) Other income/(expense), net 17 102 ( 219 ) Income before tax 1,274 1,614 1,409 Income tax expense ( 204 ) ( 189 ) ( 246 ) Net income 1,070 1,425 1,163 Net income attributable to noncontrolling interests ( 967 ) ( 1,227 ) ( 995 ) Net income attributable to PAGP $ 103 $ 198 $ 168 (1) See footnotes to the segment financial data tables above for a more detailed discussion of Other segment items. (2) Represents general and administrative expenses incremental to those of PAA, which are not allocated to our reporting segments in determining Segment Adjusted EBITDA. Geographic Data We have operations in the United States and Canada. Set forth below are revenues and long-lived assets attributable to these geographic areas (in millions): Year Ended December 31, Revenues (1) 2024 2023 2022 United States $ 44,138 $ 42,308 $ 46,903 Canada 5,935 6,404 10,439 $ 50,073 $ 48,712 $ 57,342 (1) Revenues are primarily attributed to each region based on where the services are provided or the product is shipped . December 31, Long-Lived Assets (1) 2024 2023 United States $ 18,071 $ 18,591 Canada 3,647 3,820 $ 21,718 $ 22,411 (1) Excludes long-term derivative assets and long-term deferred tax assets. F-61