Plains All American Pipeline, L.P. and Plains GP Holdings Report Third-Quarter 2017 Results and Update 2017 Full-Year Guidance

HOUSTON–(BUSINESS WIRE)–Plains All American Pipeline, L.P. (NYSE: PAA)
and Plains GP Holdings (NYSE: PAGP)
today reported third-quarter 2017 results.

Plains All American Pipeline, L.P.

Summary Financial Information
(unaudited)

(in millions, except per unit data)

Three Months Ended Nine Months Ended
September 30, % September 30, %
GAAP Results 2017 2016 Change 2017 2016 Change
Net income attributable to PAA $ 33 $ 297 (89 )% $ 665 $ 599 11 %
Diluted net income/(loss) per common unit $ (0.01 ) $ 0.40 (103 )% $ 0.76 $ 0.27 181 %
Diluted weighted average common units outstanding 725 402 80 % 715 400 79

%

Distribution per common unit declared for the period $ 0.30 $ 0.55 (45 )%
Three Months Ended Nine Months Ended
September 30, % September 30, %
Non-GAAP Results (1) 2017 2016 Change 2017 2016 Change
Adjusted net income attributable to PAA $ 195 $ 293 (33 )% $ 609 $ 783 (22

)%

Diluted adjusted net income per common unit $ 0.21 $ 0.39 (46 )% $ 0.69 $ 0.72 (4 )%
Adjusted EBITDA (2) $ 489 $ 463 6

%

$ 1,452 $ 1,569 (7 )%
(1)

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

(2)

Prior period amounts have been recast to conform to certain
changes made in the fourth quarter of 2016.

“PAA reported third-quarter results that were slightly above guidance,”
stated Greg L. Armstrong, Chairman and CEO of Plains All American
Pipeline. “We are on track to execute our leverage reduction plan,
on-time and on-budget with our capital program and making progress on a
number of additional commercial initiatives. Additionally, due to
significant preparation, coordination and execution by our employees,
the recent hurricanes had minimal impact on our operations and financial
results and we were able to service our customers without interruption.
I want to publicly thank our employees and vendors for their commitment
and hard work in that regard and also for the actions they took to help
one another and our communities in the recovery efforts.”

Segment adjusted EBITDA for the third quarter and first nine months of
2017 and 2016 is presented below:

Summary of Selected Financial Data by
Segment (1) (unaudited)

(in millions)

Three Months Ended
September 30, 2017

Three Months Ended
September 30, 2016
Transportation Facilities

Supply and
Logistics

Transportation Facilities

Supply and
Logistics

Segment adjusted EBITDA $ 363 $ 182 $

(56

)

$ 308 $ 171 $ (17 )

Percentage change in segment adjusted EBITDA versus 2016
period

18 % 6 %

**

Nine Months Ended
September 30, 2017
Nine Months Ended
September 30, 2016
Transportation Facilities

Supply and
Logistics

Transportation Facilities

Supply and
Logistics

Segment adjusted EBITDA $ 933 $ 550 $

(32

)

$ 863 $ 497 $ 208
Percentage change in segment adjusted EBITDA versus 2016 period 8 % 11 %

**

**

Indicates that variance as a percentage is not meaningful.

(1) During the fourth quarter of 2016, we modified our primary segment
performance measure to segment adjusted EBITDA from segment profit
and also modified our definition of adjusted EBITDA to exclude our
proportionate share of depreciation and amortization expense
associated with equity method investments. Prior-period segment
amounts have been recast to reflect these changes.

Third-quarter 2017 Transportation segment adjusted EBITDA increased by
18% over comparable 2016 results. This increase was primarily driven by
increased volumes on our Permian Basin systems, in addition to
contributions from our Eagle Ford JV system, which receives Permian
volumes from our Cactus pipeline.

Third-quarter 2017 Facilities segment adjusted EBITDA increased by 6%
versus comparable 2016 results. This increase was primarily driven by
higher fee-based revenues at certain of our NGL facilities, partially
offset by lower rail activity and the impact of an asset sale completed
in June 2017.

Overall negative Supply & Logistics results for both third-quarter
periods primarily relate to the seasonality of our NGL supply business.
Third-quarter 2017 Supply and Logistics segment adjusted EBITDA
decreased by $39 million relative to comparable 2016 results due to
continued competitive pressures, margin compression, and reduced
arbitrage opportunities.

The Partnership estimates an approximate $6 million third-quarter 2017
adjusted EBITDA aggregate impact due to lower volumes resulting from
operational downtime associated with Hurricane Harvey.

2017 Full-Year Guidance

The table below presents our full-year 2017 financial and operating
guidance:

Financial and Operating Guidance
(unaudited)

(in millions, except per barrel data)

Twelve Months Ended December 31,
2015 2016 2017 (G)
+ / –
Segment Adjusted EBITDA
Transportation $ 1,056 $ 1,141 $ 1,275
Facilities 588 667 725
Fee-Based $ 1,644 $ 1,808 $ 2,000
Supply and Logistics 568 359 75
Other income/(expense), net 1 2
Adjusted EBITDA (1) $ 2,213 $ 2,169 $ 2,075
Interest expense, net (2) (417 ) (451 ) (485 )
Maintenance capital (220 ) (186 ) (240 )
Current income tax expense (84 ) (85 ) (25 )
Other (18 ) (33 ) 5
Implied DCF (1) $ 1,474 $ 1,414 $ 1,330
Operating Data
Transportation
Average daily volumes (MBbls/d) 4,453 4,637 5,160
Segment Adjusted EBITDA per barrel $ 0.65 $ 0.67 $ 0.68
Facilities
Average capacity (MMBbls/Mo) 126 129 131
Segment Adjusted EBITDA per barrel $ 0.39 $ 0.43 $ 0.46
Supply and Logistics
Average daily volumes (MBbls/d) 1,168 1,160 1,205
Segment Adjusted EBITDA per barrel $ 1.33 $ 0.85 $ 0.17
Expansion Capital $ 2,170 $ 1,405 $ 1,050
Fourth-Quarter Adjusted EBITDA as Percentage of Full Year 26% 28% 30%
(G) 2017 Guidance forecasts are intended to be + / – amounts.

(1)

See the section of this release entitled “Non-GAAP Financial
Measures and Selected Items Impacting Comparability” and the
Financial Data Reconciliations table attached hereto for information
regarding non-GAAP financial measures and, for the historical 2015
and 2016 periods, their reconciliation to the most directly
comparable measures as reported in accordance with GAAP. We do not
provide a reconciliation of non-GAAP financial measures to the
equivalent GAAP financial measures on a forward-looking basis as it
is impractical to forecast certain items that we have defined as
“Selected Items Impacting Comparability” without unreasonable
effort, due to the uncertainty and inherent difficulty of predicting
the occurrence and financial impact of and the periods in which such
items may be recognized. Thus, a reconciliation of non-GAAP
financial measures to the equivalent GAAP financial measures could
result in disclosure that could be imprecise or potentially
misleading.

(2)

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

Plains GP Holdings

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

Q3 2017 Q2 2017 Q3 2016
Distribution per Class A share declared for the period (1) $ 0.30 $ 0.55 $ 0.55
Q3 2017 distribution percentage change from prior periods (45 )% (45 )%
(1) A reverse split of PAGP’s Class A shares was completed on November
15, 2016. The effect of the reverse split has been retroactively
applied to all per-share amounts presented.

Conference Call

PAA and PAGP will hold a conference call at 9:00 a.m. CT on Tuesday,
November 7, 2017 to discuss the following items:

  1. PAA’s third-quarter 2017 performance;
  2. Financial and operating guidance for the full year of 2017;
  3. Capitalization and liquidity; and
  4. PAA and PAGP’s outlook for the future.

Conference Call Webcast Instructions

To access the internet webcast please go to https://event.webcasts.com/starthere.jsp?ei=1165323&tp_key=ec99532516

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

Non-GAAP Financial Measures and Selected Items Impacting
Comparability

To supplement our financial information presented in accordance with
GAAP, management uses additional measures known as “non-GAAP financial
measures” in its evaluation of past performance and prospects for the
future. The primary additional measures used by management are earnings
before interest, taxes, depreciation and amortization (including our
proportionate share of depreciation and amortization and gains or losses
on significant asset sales of unconsolidated entities) and adjusted for
certain selected items impacting comparability (“Adjusted EBITDA”) and
implied distributable cash flow (“DCF”).

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

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

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

Forward-Looking Statements

Except for the historical information contained herein, the matters
discussed in this release consist of forward-looking statements that
involve certain risks and uncertainties that could cause actual results
or outcomes to differ materially from results or outcomes anticipated in
the forward-looking statements. These risks and uncertainties include,
among other things, declines in the actual or expected volume of crude
oil and NGL shipped, processed, purchased, stored, fractionated and/or
gathered at or through the use of our assets, whether due to declines in
production from existing oil and gas reserves, reduced demand, failure
to develop or slowdown in the development of additional oil and gas
reserves, whether from reduced cash flow to fund drilling or the
inability to access capital, or other factors; the effects of
competition; market distortions caused by producer over-commitments to
infrastructure projects, which impacts volumes, margins, returns and
overall earnings; unanticipated changes in crude oil and NGL market
structure, grade differentials and volatility (or lack thereof);
maintenance of our credit rating and ability to receive open credit from
our suppliers and trade counterparties; environmental liabilities or
events that are not covered by an indemnity, insurance or existing
reserves; fluctuations in refinery capacity in areas supplied by our
mainlines and other factors affecting demand for various grades of crude
oil, refined products and natural gas and resulting changes in pricing
conditions or transportation throughput requirements; the occurrence of
a natural disaster, catastrophe, terrorist attack (including
eco-terrorist attacks) or other event, including attacks on our
electronic and computer systems; failure to implement or capitalize, or
delays in implementing or capitalizing, on expansion projects, whether
due to permitting delays, permitting withdrawals or other factors;
tightened capital markets or other factors that increase our cost of
capital or limit our ability to obtain debt or equity financing on
satisfactory terms to fund additional acquisitions, expansion projects,
working capital requirements and the repayment or refinancing of
indebtedness; the successful integration and future performance of
acquired assets or businesses and the risks associated with operating in
lines of business that are distinct and separate from our historical
operations; the failure to consummate, or significant delay in
consummating, sales of assets or interests as a part of our strategic
divestiture program; the currency exchange rate of the Canadian dollar;
continued creditworthiness of, and performance by, our counterparties,
including financial institutions and trading companies with which we do
business; inability to recognize current revenue attributable to
deficiency payments received from customers who fail to ship or move
more than minimum contracted volumes until the related credits expire or
are used; non-utilization of our assets and facilities; increased costs,
or lack of availability, of insurance; weather interference with
business operations or project construction, including the impact of
extreme weather events or conditions; the availability of, and our
ability to consummate, acquisition or combination opportunities; the
effectiveness of our risk management activities; shortages or cost
increases of supplies, materials or labor; the impact of current and
future laws, rulings, governmental regulations, accounting standards and
statements, and related interpretations; fluctuations in the debt and
equity markets, including the price of our units at the time of vesting
under our long-term incentive plans; risks related to the development
and operation of our assets, including our ability to satisfy our
contractual obligations to our customers; factors affecting demand for
natural gas and natural gas storage services and rates; general
economic, market or business conditions and the amplification of other
risks caused by volatile financial markets, capital constraints and
pervasive liquidity concerns; and other factors and uncertainties
inherent in the transportation, storage, terminalling and marketing of
crude oil and refined products, as well as in the storage of natural gas
and the processing, transportation, fractionation, storage and marketing
of natural gas liquids as discussed in the Partnerships’ filings with
the Securities and Exchange Commission.

Plains All American Pipeline, L.P. is a publicly traded master limited
partnership that owns and operates midstream energy infrastructure and
provides logistics services for crude oil, NGLs, natural gas and refined
products. PAA owns an extensive network of pipeline transportation,
terminalling, storage and gathering assets in key crude oil and NGL
producing basins and transportation corridors and at major market hubs
in the United States and Canada. On average, PAA handles over 5 million
barrels per day of crude oil and NGL in its Transportation segment. PAA
is headquartered in Houston, Texas. More information is available at www.plainsallamerican.com.

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

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

(in millions, except per unit data)

Three Months Ended
September 30,
Nine Months Ended
September 30,
2017 2016 2017 2016
REVENUES $ 5,873 $ 5,170 $ 18,618 $ 14,231
COSTS AND EXPENSES
Purchases and related costs 5,327 4,429 16,239 12,000
Field operating costs 283 289 876 893
General and administrative expenses 68 70 210 210
Depreciation and amortization 151 33 401 351
Total costs and expenses 5,829 4,821 17,726 13,454
OPERATING INCOME 44 349 892 777
OTHER INCOME/(EXPENSE)
Equity earnings in unconsolidated entities 80 46 201 133
Interest expense, net (134 ) (113 ) (390 ) (339 )
Other income/(expense), net (1 ) 17 (6 ) 46
INCOME/(LOSS) BEFORE TAX (11 ) 299 697 617
Current income tax benefit/(expense) 1 (4 ) (9 ) (45 )
Deferred income tax benefit/(expense) 44 3 (21 ) 30
NET INCOME 34 298 667 602
Net income attributable to noncontrolling interests (1 ) (1 ) (2 ) (3 )
NET INCOME ATTRIBUTABLE TO PAA $ 33 $ 297 $ 665 $ 599
NET INCOME/(LOSS) PER COMMON UNIT:
Net income/(loss) allocated to common unitholders — Basic $ (8 ) $ 162 $ 547 $ 110
Basic weighted average common units outstanding 725 401 714 399
Basic net income/(loss) per common unit $ (0.01 ) $ 0.40 $ 0.77 $ 0.27
Net income/(loss) allocated to common unitholders — Diluted $ (8 ) $ 162 $ 547 $ 110
Diluted weighted average common units outstanding 725 402 715 400
Diluted net income/(loss) per common unit $ (0.01 ) $ 0.40 $ 0.76 $ 0.27

NON-GAAP ADJUSTED RESULTS

(in millions, except per unit data)

Three Months Ended
September 30,
Nine Months Ended
September 30,
2017 2016 2017 2016
Adjusted net income attributable to PAA $ 195 $ 293 $ 609 $ 783
Diluted adjusted net income per common unit $ 0.21 $ 0.39 $ 0.69 $ 0.72
Adjusted EBITDA $ 489 $ 463 $ 1,452 $ 1,569

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

CONDENSED CONSOLIDATED BALANCE SHEET DATA

(in millions)

September 30,
2017

December 31,
2016
ASSETS
Current assets $ 4,015 $ 4,272
Property and equipment, net 14,269 13,872
Goodwill 2,598 2,344
Investments in unconsolidated entities 2,671 2,343
Linefill and base gas 884 896
Long-term inventory 135 193
Other long-term assets, net 911 290
Total assets $ 25,483 $ 24,210
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities $ 4,016 $ 4,664
Senior notes, net of unamortized discounts and debt issuance costs 9,881 9,874
Other long-term debt 608 250
Other long-term liabilities and deferred credits 698 606
Total liabilities $ 15,203 $ 15,394
Partners' capital excluding noncontrolling interests 10,223 8,759
Noncontrolling interests 57 57
Total partners' capital 10,280 8,816
Total liabilities and partners' capital $ 25,483 $ 24,210

DEBT CAPITALIZATION RATIOS

(in millions)
September 30,
2017
December 31,
2016
Short-term debt (1) $ 918 $ 1,715
Long-term debt 10,489 10,124
Total debt $ 11,407 $ 11,839
Long-term debt $ 10,489 $ 10,124
Partners' capital 10,280 8,816
Total book capitalization $ 20,769 $ 18,940
Total book capitalization, including short-term debt $ 21,687 $ 20,655
Long-term debt-to-total book capitalization 51 % 53 %
Total debt-to-total book capitalization, including short-term debt 53 % 57 %
(1) As of September 30, 2017 and December 31, 2016, short-term debt
includes borrowings of approximately $724 million and $1,303
million, respectively, for short-term hedged inventory purchases and
borrowings of approximately $194 million and $410 million,
respectively, for cash margin deposits with our clearing brokers,
which are associated with financial derivatives used for hedging
purposes.

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

OPERATING DATA (1)

Three Months Ended
September 30,
Nine Months Ended
September 30,
2017 2016 2017 2016
Transportation segment (average daily volumes in thousands of
barrels per day):
Tariff activities volumes
Crude oil pipelines (by region):
Permian Basin (2) 2,963 2,162 2,732 2,129
South Texas / Eagle Ford (2) 362 263 341 283
Western 190 194 186 193
Rocky Mountain (2) 426 475 418 448
Gulf Coast 359 423 362 538
Central (2) 424 403 419 393
Canada 351 379 359 384
Crude oil pipelines 5,075 4,299 4,817 4,368
NGL pipelines 172 185 169 182
Tariff activities total volumes 5,247 4,484 4,986 4,550
Trucking volumes 94 118 102 113
Transportation segment total volumes 5,341 4,602 5,088 4,663
Facilities segment (average monthly volumes):
Crude oil, refined products and NGL terminalling and storage
(average monthly capacity in millions of barrels)
112 109 112 106
Rail load / unload volumes (average volumes in thousands of barrels
per day)
30 73 38 97
Natural gas storage (average monthly working capacity in billions of
cubic feet)
67 97 87 97
NGL fractionation (average volumes in thousands of barrels per day) 131 119 125 113
Facilities segment total volumes (average monthly volumes in
millions of barrels) (3)
128 131 131 129
Supply and Logistics segment (average daily volumes in thousands
of barrels per day):
Crude oil lease gathering purchases 929 883 929 894
NGL sales 202 207 254 230
Waterborne cargos 8 2 7
Supply and Logistics segment total volumes 1,131 1,098 1,185 1,131

Contacts

Plains All American Pipeline, L.P. and Plains GP Holdings
Roy
Lamoreaux, 866-809-1291
Vice President, Investor Relations &
Communications
or
Brett Magill, 866-809-1291
Manager,
Investor Relations

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