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Plains All American Pipeline, L.P. and Plains GP Holdings Report First-Quarter 2019 Results

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Plains All American Pipeline, L.P. (NYSE:
PAA
) and Plains GP Holdings (NYSE:
PAGP
) today reported first-quarter 2019 results.

First-Quarter Highlights

  • Delivered 1Q19 financial and operating results ahead of expectations
  • Completed August 2017 deleveraging plan; updated financial policy and
    targeted metrics; increased annual distribution
  • Increased 2019 Adjusted EBITDA guidance
  • Executing Permian-focused capital program, sanctioning new growth
    projects, and advancing new commercial opportunities

"Our first-quarter results and increased 2019 guidance reflect continued
solid execution of our business plan," stated Willie Chiang, Chief
Executive Officer of Plains All American Pipeline. "We have meaningfully
improved our financial positioning, and we remain focused on executing
2019 goals and advancing a number of initiatives that position us for
continued fee-based growth with attractive returns in 2020 and beyond."

       

Plains All American Pipeline, L.P.

 

Summary Financial Information
(unaudited)

(in millions, except per unit data)

 
Three Months Ended
March 31,
%
GAAP Results 2019     2018 Change
Net income $ 970 $ 288 237 %
Diluted net income per common unit $ 1.20 $ 0.33 264 %
Diluted weighted average common units outstanding (1) 800   727   10 %
Distribution per common unit declared for the period $ 0.36   $ 0.30   20 %
 

____________________

(1)     For the three months ended March 31, 2019, includes all
potentially dilutive securities outstanding (our Series A preferred
units and equity-indexed compensation awards) during the period. See
the "Computation of Basic and Diluted Net Income Per Common Unit"
table attached hereto for additional information.
 
       
Three Months Ended
March 31,
%
Non-GAAP Results (1) 2019     2018 Change
Adjusted net income (2) $ 565 $ 310 82 %
Diluted adjusted net income per common unit (2) $ 0.69 $ 0.36 92 %
Adjusted EBITDA $ 862 $ 593 45 %
Implied DCF per common unit $ 0.90 $ 0.61 48 %
 

____________________

(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 Implied DCF) and
their reconciliation to the most directly comparable measures as
reported in accordance with GAAP.
(2) During the fourth quarter of 2018, we began classifying net
gains and losses on asset sales and asset impairments as a selected
item impacting comparability in the calculation of adjusted net
income. Prior period amounts have been recast to reflect this
change. See the "Selected Items Impacting Comparability" table
attached hereto for additional information.
 

Segment Adjusted EBITDA for the first quarter of 2019 and 2018 is
presented below:

   

Summary of Selected Financial Data by
Segment
(unaudited)

(in millions)

 
Segment Adjusted EBITDA
Transportation     Facilities    

Supply and
Logistics

Three Months Ended March 31, 2019 $ 399   $ 184   $ 278  
Three Months Ended March 31, 2018 $ 335   $ 185   $ 72  
Percentage change in Segment Adjusted EBITDA versus 2018 period 19 % (1 )% 286 %
Percentage change in Segment Adjusted EBITDA versus 2018
period further adjusted for impact of divested assets
26 % 1 % N/A  
 

First-quarter 2019 Transportation Segment Adjusted EBITDA increased by
19% over comparable 2018 results. This increase was primarily driven by
increased volume on our Permian Basin systems, including the start-up of
our Sunrise II pipeline in the fourth quarter of 2018. First-quarter
2019 results also benefited from increased volumes on certain of our
pipelines in the Central region and increased volumes into our Eagle
Ford JV system, which receives volumes from our Cactus pipeline. These
favorable results were partially offset by our sale of an interest in
the BridgeTex pipeline and asset sales in the Rocky Mountain region.

First-quarter 2019 Facilities Segment Adjusted EBITDA was in line with
comparable 2018 results.

First-quarter 2019 Supply and Logistics Segment Adjusted EBITDA
increased versus comparable 2018 results due to favorable crude oil
differentials and improved NGL margins.

2019 Full-Year Guidance

The table below presents our full-year 2019 financial and operating
guidance:

   

Financial and Operating Guidance
(unaudited)

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

 
Twelve Months Ended December 31,
2017     2018     2019 (G)
+ / -
Segment Adjusted EBITDA
Transportation $ 1,287 $ 1,508 $ 1,735
Facilities 734   711   665  
Fee-Based $ 2,021 $ 2,219 $ 2,400
Supply and Logistics 60 462 450
Adjusted other income/(expense), net 1   3    
Adjusted EBITDA (1) $ 2,082   $ 2,684   $ 2,850  
Interest expense, net (2) (483 ) (419 ) (400 )
Maintenance capital (247 ) (252 ) (230 )
Current income tax expense (28 ) (66 ) (45 )
Other (12 ) 1   (5 )
Implied DCF (1) $ 1,312 $ 1,948 $ 2,170
Preferred unit distributions paid (3) (5 ) (161 ) (200 )
Implied DCF Available to Common Unitholders $ 1,307   $ 1,787   $ 1,970  
 
Implied DCF per Common Unit (1) $ 1.82 $ 2.46 $ 2.71
Implied DCF per Common Unit and Common Equivalent Unit (1) $ 1.67 $ 2.38 $ 2.66
 
Distributions per Common Unit (4) $ 1.95 $ 1.20 $ 1.38
Common Unit Distribution Coverage Ratio 0.94x 2.05x 1.96x
 
Diluted Adjusted Net Income per Common Unit (1) $ 1.10 $ 1.88 $ 2.10
 
Operating Data
Transportation
Average daily volumes (MBbls/d) 5,186 5,889 7,000
Segment Adjusted EBITDA per barrel $ 0.68 $ 0.70 $ 0.68
 
Facilities
Average capacity (MMBbls/Mo) 130 124 125
Segment Adjusted EBITDA per barrel $ 0.47 $ 0.48 $ 0.44
 
Supply and Logistics
Average daily volumes (MBbls/d) 1,219 1,309 1,300
Segment Adjusted EBITDA per barrel $ 0.13 $ 0.97 $ 0.95
 
Expansion Capital $ 1,135 $ 1,888 $ 1,350
 
Second-Quarter Adjusted EBITDA as Percentage of Full Year 22% 19% 21%
 

____________________

(G)    

2019 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
Non-GAAP Reconciliation tables attached hereto for information
regarding non-GAAP financial measures and, for the historical 2017
and 2018 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.
(3) Cash distributions paid to our preferred unitholders during the
year presented. The distribution requirement of our Series A
preferred units was paid-in-kind for all 2017 quarterly
distributions and for the February 2018 quarterly distribution.
Distributions on our Series A preferred units were paid in cash
beginning with the May 2018 quarterly distribution. The distribution
requirement of our Series B preferred units is payable semi-annually
in arrears on May 15 and November 15. A pro-rated initial
distribution on the Series B preferred units was paid on November
15, 2017.
(4) Cash distributions per common unit paid during 2017 and 2018.
2019 (G) reflects the cash distribution per common unit paid in
February and the increased annualized distribution rate of $1.44 per
common unit for the remainder of the year.
 

Plains GP Holdings

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

           
Q1 2019 Q4 2018 Q1 2018
Distribution per Class A share declared for the period $ 0.36 $ 0.30   $ 0.30  
Q1 2019 distribution percentage change from prior periods 20 % 20 %
 

Conference Call

PAA and PAGP will hold a joint conference call at 4:00 p.m. CT on
Tuesday, May 7, 2019 to discuss the following items:

  1. PAA's first-quarter 2019 performance;
  2. Financial and operating guidance for the full year of 2019;
  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=1237216&tp_key=17fd1f999f

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. A transcript will
also be available after the call at the above referenced website.

Non-GAAP Financial Measures and Selected Items Impacting
Comparability

To supplement our financial information presented in accordance with
GAAP, management uses additional measures known as "non-GAAP financial
measures" in its evaluation of past performance and prospects for the
future. 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 and
losses on significant asset sales of unconsolidated entities), gains and
losses on asset sales and asset impairments and gains on investments in
unconsolidated entities, 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 measures that investors, rating agencies and debt
holders have indicated are useful in assessing us and our results of
operations. These non-GAAP measures may exclude, for example, (i)
charges for obligations that are expected to be settled with the
issuance of equity instruments, (ii) gains 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 "Other current liabilities" on our Condensed Consolidated
Financial Statements. Such amounts are presented net of applicable
amounts subsequently recognized into revenue. Furthermore, the
calculation of these measures contemplates tax effects as a separate
reconciling item, where applicable. We have defined all such items as
"selected items impacting comparability." Due to the nature of the
selected items, certain selected items impacting comparability may
impact certain non-GAAP financial measures, referred to as adjusted
results, but not impact other non-GAAP financial measures. We do not
necessarily consider all of our selected items impacting comparability
to be non-recurring, infrequent or unusual, but we believe that an
understanding of these selected items impacting comparability is
material to the evaluation of our operating results and prospects.

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

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, including the effects of capacity overbuild in areas where
we operate; market distortions caused by 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);
environmental liabilities or events that are not covered by an
indemnity, insurance or existing reserves; fluctuations in refinery
capacity in areas supplied by our mainlines and other factors affecting
demand for various grades of crude oil, NGL and natural gas and
resulting changes in pricing conditions or transportation throughput
requirements; maintenance of our credit rating and ability to receive
open credit from our suppliers and trade counterparties; the occurrence
of a natural disaster, catastrophe, terrorist attack (including
eco-terrorist attacks) or other event, including cyber or other attacks
on our electronic and computer systems; failure to implement or
capitalize, or delays in implementing or capitalizing, on expansion
projects, whether due to permitting delays, permitting withdrawals or
other factors; shortages or cost increases of supplies, materials or
labor; the impact of current and future laws, rulings, governmental
regulations, accounting standards and statements, and related
interpretations; 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 availability of, and our ability to
consummate, acquisition or combination opportunities; 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 currency
exchange rate of the Canadian dollar; continued creditworthiness of, and
performance by, our counterparties, including financial institutions and
trading companies with which we do business; inability to recognize
current revenue attributable to deficiency payments received from
customers who fail to ship or move more than minimum contracted volumes
until the related credits expire or are used; non-utilization of our
assets and facilities; increased costs, or lack of availability, of
insurance; weather interference with business operations or project
construction, including the impact of extreme weather events or
conditions; the effectiveness of our risk management activities;
fluctuations in the debt and equity markets, including the price of our
units at the time of vesting under our long-term incentive plans; risks
related to the development and operation of our assets, including our
ability to satisfy our contractual obligations to our customers; 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, 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 and natural gas. PAA
owns an extensive network of pipeline transportation, terminalling,
storage and gathering assets in key crude oil and NGL producing basins
and transportation corridors and at major market hubs in the United
States and Canada. On average, PAA handles more than 6 million barrels
per day of crude oil and NGL in its Transportation segment. PAA is
headquartered in Houston, Texas. More information is available at www.plainsallamerican.com.

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
March 31,
2019     2018
REVENUES $ 8,375 $ 8,398
 
COSTS AND EXPENSES
Purchases and related costs 7,119 7,519
Field operating costs 326 292
General and administrative expenses 76 79
Depreciation and amortization (1) 136 127
(Gains)/losses on asset sales and asset impairments, net (1) 4    
Total costs and expenses 7,661 8,017
 
OPERATING INCOME 714 381
 
OTHER INCOME/(EXPENSE)
Equity earnings in unconsolidated entities 89 75
Gain on investment in unconsolidated entities 267
Interest expense, net (101 ) (106 )
Other income/(expense), net 25   (1 )
 
INCOME BEFORE TAX 994 349
Current income tax expense (30 ) (13 )
Deferred income tax benefit/(expense) 6   (48 )
 
NET INCOME $ 970   $ 288  
 
NET INCOME PER COMMON UNIT:
Net income allocated to common unitholders — Basic $ 917 $ 237
Basic weighted average common units outstanding 727 725
Basic net income per common unit $ 1.26   $ 0.33  
 
Net income allocated to common unitholders — Diluted $ 957 $ 237
Diluted weighted average common units outstanding 800 727
Diluted net income per common unit $ 1.20   $ 0.33  
 

____________________

(1)     Effective for the fourth quarter of 2018, we reclassified
amounts related to gains and losses on asset sales and asset
impairments from "Depreciation and amortization" to "(Gains)/losses
on asset sales and asset impairments, net" on our Condensed
Consolidated Statements of Operations.
 
   

NON-GAAP ADJUSTED RESULTS

(in millions, except per unit data)

 
Three Months Ended
March 31,
2019     2018
Adjusted net income $ 565   $ 310
 
Diluted adjusted net income per common unit $ 0.69   $ 0.36
 
Adjusted EBITDA $ 862   $ 593
 
       

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

             
 

CONDENSED CONSOLIDATED BALANCE SHEET DATA

(in millions)

 
March 31,
2019
December 31,
2018
ASSETS
Current assets $ 4,247 $ 3,533
Property and equipment, net 14,889 14,787
Goodwill 2,529 2,521
Investments in unconsolidated entities 3,263 2,702
Linefill and base gas 907 916
Long-term operating lease right-of-use assets, net 477
Long-term inventory 181 136
Other long-term assets, net 893   916
Total assets $ 27,386   $ 25,511
 
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities $ 4,182 $ 3,456
Senior notes, net 8,943 8,941
Other long-term debt, net 234 202
Long-term operating lease liabilities 383
Other long-term liabilities and deferred credits 882   910
Total liabilities 14,624 13,509
 
Partners' capital 12,762   12,002
Total liabilities and partners' capital $ 27,386   $ 25,511
 
       

DEBT CAPITALIZATION RATIOS

(in millions)

 
March 31,
2019
December 31,
2018
Short-term debt $ 149 $ 66
Long-term debt 9,177   9,143  
Total debt $ 9,326   $ 9,209  
 
Long-term debt $ 9,177 $ 9,143
Partners' capital 12,762   12,002  
Total book capitalization $ 21,939   $ 21,145  
Total book capitalization, including short-term debt $ 22,088   $ 21,211  
 
Long-term debt-to-total book capitalization 42 % 43 %
Total debt-to-total book capitalization, including short-term debt 42 % 43 %
 
   

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

       
 

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

(in millions, except per unit data)

 
Three Months Ended
March 31,
2019     2018
Basic Net Income per Common Unit
Net income $ 970 $ 288
Distributions to Series A preferred unitholders (37 ) (37 )
Distributions to Series B preferred unitholders (12 ) (12 )
Other (4 ) (2 )
Net income allocated to common unitholders $ 917   $ 237  
 
Basic weighted average common units outstanding 727 725
 
Basic net income per common unit $ 1.26   $ 0.33  
 
Diluted Net Income per Common Unit
Net income $ 970 $ 288
Distributions to Series A preferred unitholders (37 )
Distributions to Series B preferred unitholders (12 ) (12 )
Other (1 ) (2 )
Net income allocated to common unitholders $ 957   $ 237  
 
Basic weighted average common units outstanding 727 725
Effect of dilutive securities:
Series A preferred units (2) 71
Equity-indexed compensation plan awards (3) 2   2  
Diluted weighted average common units outstanding 800   727  
 
Diluted net income per common unit $ 1.20   $ 0.33  
 

____________________

(1)     We calculate net income allocated to common unitholders based
on the distributions pertaining to the current period's net income
(whether paid in cash or in-kind). After adjusting for the
appropriate period's distributions, the remaining undistributed
earnings or excess distributions over earnings, if any, are
allocated to common unitholders and participating securities in
accordance with the contractual terms of our partnership agreement
in effect for the period and as further prescribed under the
two-class method.
(2) The possible conversion of our Series A preferred units was
excluded from the calculation of diluted net income per common unit
for the three months ended March 31, 2018 as the effect was
antidilutive.
(3) Our equity-indexed compensation plan awards that contemplate
the issuance of common units are considered dilutive unless (i) they
become vested or earned only upon the satisfaction of a performance
condition and (ii) that performance condition has yet to be
satisfied. Equity-indexed compensation plan awards that are deemed
to be dilutive are reduced by a hypothetical common unit repurchase
based on the remaining unamortized fair value, as prescribed by the
treasury stock method in guidance issued by the FASB.
 
   

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

       

 

SELECTED ITEMS IMPACTING COMPARABILITY

(in millions)

 
Three Months Ended
March 31,
2019     2018
Selected Items Impacting Comparability: (1)
Gains from derivative activities, net of inventory valuation
adjustments (2)
$ 97 $ 19
Long-term inventory costing adjustments (3) 21 13
Deficiencies under minimum volume commitments, net (4) 7 (10 )
Equity-indexed compensation expense (5) (3 ) (11 )
Net loss on foreign currency revaluation (6) (4 ) (8 )
Selected items impacting comparability - Adjusted EBITDA $ 118 $ 3
Gains from derivative activities (2) 3
Gain on investment in unconsolidated entities (7) 267
Gains/(losses) on asset sales and asset impairments, net (4 )
Tax effect on selected items impacting comparability 24   (28 )
Selected items impacting comparability - Adjusted net income $ 405   $ (22 )
 

____________________

(1)     Certain of our non-GAAP financial measures may not be impacted
by each of the selected items impacting comparability.
(2) We use derivative instruments for risk management purposes and
our related processes include specific identification of hedging
instruments to an underlying hedged transaction. Although we
identify an underlying transaction for each derivative instrument we
enter into, there may not be an accounting hedge relationship
between the instrument and the underlying transaction. In the course
of evaluating our results of operations, we identify the earnings
that were recognized during the period related to derivative
instruments for which the identified underlying transaction does not
occur in the current period and exclude the related gains and losses
in determining adjusted results. In addition, we exclude gains and
losses on derivatives that are related to investing activities, such
as the purchase of linefill. We also exclude the impact of
corresponding inventory valuation adjustments, as applicable, as
well as the mark-to-market adjustment related to our Preferred
Distribution Rate Reset Option.
(3) We carry crude oil and NGL inventory comprised of minimum
working inventory requirements in third-party assets and other
working inventory that is needed for our commercial operations. We
consider this inventory necessary to conduct our operations and we
intend to carry this inventory for the foreseeable future.
Therefore, we classify this inventory as long-term on our balance
sheet and do not hedge the inventory with derivative instruments
(similar to linefill in our own assets). We treat the impact of
changes in the average cost of the long-term inventory (that result
from fluctuations in market prices) and writedowns of such inventory
that result from price declines as a selected item impacting
comparability.
(4) We have certain agreements that require counterparties to
deliver, transport or throughput a minimum volume over an agreed
upon period. Substantially all of such agreements were entered into
with counterparties to economically support the return on our
capital expenditure necessary to construct the related asset. Some
of these agreements include make-up rights if the minimum volume is
not met. We record a receivable from the counterparty in the period
that services are provided or when the transaction occurs, including
amounts for deficiency obligations from counterparties associated
with minimum volume commitments. If a counterparty has a make-up
right associated with a deficiency, we defer the revenue
attributable to the counterparty's make-up right and subsequently
recognize the revenue at the earlier of when the deficiency volume
is delivered or shipped, when the make-up right expires or when it
is determined that the counterparty's ability to utilize the make-up
right is remote. We include the impact of amounts billed to
counterparties for their deficiency obligation, net of applicable
amounts subsequently recognized into revenue, as a selected item
impacting comparability. We believe the inclusion of the
contractually committed revenues associated with that period is
meaningful to investors as the related asset has been constructed,
is standing ready to provide the committed service and the fixed
operating costs are included in the current period results.
(5) Our total equity-indexed compensation expense includes expense
associated with awards that will or may be settled in units and
awards that will or may be settled in cash. The awards that will or
may be settled in units are included in our diluted net income per
unit calculation when the applicable performance criteria have been
met. We consider the compensation expense associated with these
awards as a selected item impacting comparability as the dilutive
impact of the outstanding awards is included in our diluted net
income per unit calculation and the majority of the awards are
expected to be settled in units. The portion of compensation expense
associated with awards that are certain to be settled in cash is not
considered a selected item impacting comparability.
(6) During the periods presented, there were fluctuations in the
value of the Canadian dollar to the U.S. dollar, resulting in gains
and losses that were not related to our core operating results for
the period and were thus classified as a selected item impacting
comparability.
(7) In January 2019, the owners of the Capline pipeline system
contributed their undivided joint interests in the Capline pipeline
system for equity interests in Capline Pipeline Company LLC
("Capline LLC"). This transaction resulted in a loss of control of
our undivided joint interest, which was derecognized and contributed
to Capline LLC. This loss of control required us to measure our
equity interest in Capline LLC at fair value. The resulting gain was
classified as a selected item impacting comparability.
 
   

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

       
 

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

(in millions, except per unit data)

 
Three Months Ended
March 31,
2019     2018
Basic Adjusted Net Income per Common Unit
Net income $ 970 $ 288
Selected items impacting comparability - Adjusted net income (2) (405 ) 22  
Adjusted net income $ 565 $ 310
Distributions to Series A preferred unitholders (37 ) (37 )
Distributions to Series B preferred unitholders (12 ) (12 )
Other (2 ) (2 )
Adjusted net income allocated to common unitholders $ 514   $ 259  
 
Basic weighted average common units outstanding 727 725
 
Basic adjusted net income per common unit $ 0.71   $ 0.36  
 
Diluted Adjusted Net Income per Common Unit
Net income $ 970 $ 288
Selected items impacting comparability - Adjusted net income (2) (405 ) 22  
Adjusted net income $ 565 $ 310
Distributions to Series A preferred unitholders (37 )
Distributions to Series B preferred unitholders (12 ) (12 )
Other (1 ) (2 )
Adjusted net income allocated to common unitholders $ 552   $ 259  
 
Basic weighted average common units outstanding 727 725
Effect of dilutive securities:
Series A preferred units (3) 71
Equity-indexed compensation plan awards (4) 2   2  
Diluted weighted average common units outstanding 800   727  
 
Diluted adjusted net income per common unit $ 0.69   $ 0.36  
 

____________________

(1)     We calculate adjusted net income allocated to common
unitholders based on the distributions pertaining to the current
period's net income (whether paid in cash or in-kind). After
adjusting for the appropriate period's distributions, the remaining
undistributed earnings or excess distributions over earnings, if
any, are allocated to the common unitholders and participating
securities in accordance with the contractual terms of our
partnership agreement in effect for the period and as further
prescribed under the two-class method.
(2) Certain of our non-GAAP financial measures may not be impacted
by each of the selected items impacting comparability.
(3) The possible conversion of our Series A preferred units was
excluded from the calculation of diluted adjusted net income per
common unit for the three months ended March 31, 2018 as the effect
was antidilutive.
(4) Our equity-indexed compensation plan awards that contemplate
the issuance of common units are considered dilutive unless (i) they
become vested or earned only upon the satisfaction of a performance
condition and (ii) that performance condition has yet to be
satisfied. Equity-indexed compensation plan awards that are deemed
to be dilutive are reduced by a hypothetical common unit repurchase
based on the remaining unamortized fair value, as prescribed by the
treasury stock method in guidance issued by the FASB.
 
   

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

       
 

NON-GAAP RECONCILIATIONS

 

Net Income Per Common Unit to Adjusted Net Income Per Common
Unit Reconciliations:

 
Three Months Ended
March 31,
2019     2018
Basic net income per common unit $ 1.26 $ 0.33
Selected items impacting comparability per common unit (1) (0.55 ) 0.03
Basic adjusted net income per common unit $ 0.71   $ 0.36
 
Diluted net income per common unit $ 1.20 $ 0.33
Selected items impacting comparability per common unit (1) (0.51 ) 0.03
Diluted adjusted net income per common unit $ 0.69   $ 0.36
 

____________________

(1)     See the "Selected Items Impacting Comparability" and the
"Computation of Basic and Diluted Adjusted Net Income Per Common
Unit" tables for additional information.
 
    Twelve Months Ended
December 31,
2018     2017
Diluted net income per common unit $ 2.71 $ 0.95
Selected items impacting comparability per common unit (0.83 ) 0.15
Diluted adjusted net income per common unit $ 1.88   $ 1.10
 
   

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

       
 

NON-GAAP RECONCILIATIONS
(continued)

(in millions, except per unit and ratio data)

 
Three Months Ended
March 31,
2019     2018
Net Income to Adjusted EBITDA and Implied DCF Reconciliation
Net Income $ 970 $ 288
Interest expense, net 101 106
Income tax expense 24 61
Depreciation and amortization 136 127
(Gains)/losses on asset sales and asset impairments, net 4
Gain on investment in unconsolidated entities (267 )
Depreciation and amortization of unconsolidated entities (1) 12 14
Selected items impacting comparability - Adjusted EBITDA (2) (118 ) (3 )
Adjusted EBITDA $ 862 $ 593
Interest expense, net (3) (97 ) (106 )
Maintenance capital (46 ) (45 )
Current income tax expense (30 ) (13 )
Adjusted equity earnings in unconsolidated entities, net of
distributions (4)
2   14  
Implied DCF $ 691 $ 443
Preferred unit distributions paid (5) (37 )  
Implied DCF Available to Common Unitholders $ 654   $ 443  
 
Weighted Average Common Units Outstanding 727 725
Weighted Average Common Units and Common Equivalent Units 798 796
 
Implied DCF per Common Unit (6) $ 0.90 $ 0.61
Implied DCF per Common Unit and Common Equivalent Unit (7) $ 0.87 $ 0.56
 
Cash Distribution Paid per Common Unit $ 0.30 $ 0.30
Common Unit Cash Distributions (8) $ 218 $ 218
Common Unit Distribution Coverage Ratio 3.00x 2.03x
 
Implied DCF Excess / (Shortage) $ 436 $ 225
 

____________________

(1)    

Adjustment to add back our proportionate share of
depreciation and amortization expense and gains and losses on
significant asset sales by unconsolidated entities.

(2) Certain of our non-GAAP financial measures may not be impacted
by each of the selected items impacting comparability.
(3) Excludes certain non-cash items impacting interest expense such
as amortization of debt issuance costs and terminated interest rate
swaps.
(4) Comprised of cash distributions received from unconsolidated
entities less equity earnings in unconsolidated entities (adjusted
for our proportionate share of depreciation and amortization and
gains and losses on significant asset sales).
(5) Cash distributions paid to our preferred unitholders during the
period presented. The current $0.5250 quarterly ($2.10 annualized)
per unit distribution requirement of our Series A preferred units
was paid-in-kind for each quarterly distribution from their issuance
through February 2018. Distributions on our Series A preferred units
were paid in cash beginning with the May 2018 quarterly
distribution. The current $61.25 per unit annual distribution
requirement of our Series B preferred units is payable semi-annually
in arrears on May 15 and November 15.
(6) Implied DCF Available to Common Unitholders for the period
divided by the weighted average common units outstanding for the
period.
(7) Implied DCF Available to Common Unitholders for the period,
adjusted for Series A preferred unit cash distributions paid (if
any), divided by the weighted average common units and common
equivalent units outstanding for the periods. Our Series A preferred
units are convertible into common units, generally on a one-for-one
basis and subject to customary anti-dilution adjustments, in whole
or in part, subject to certain minimum conversion amounts.
(8) Cash distributions paid during the period presented.
 
   

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

           
 

NON-GAAP RECONCILIATIONS (continued)

(in millions, except per unit and ratio data)

 
Twelve Months Ended
December 31,
2018     2017
Net Income to Adjusted EBITDA and Implied DCF Reconciliation
Net Income $ 2,216 $ 858
Interest expense, net 431 510
Income tax expense 198 44
Depreciation and amortization 520 517
(Gains)/losses on asset sales and asset impairments, net (114 ) 109
Depreciation and amortization of unconsolidated entities (1) 56 45
Gain on investment in unconsolidated entities (200 )
Selected items impacting comparability - Adjusted EBITDA (423 ) (1 )
Adjusted EBITDA $ 2,684   $ 2,082  
Interest expense, net (2) (419 ) (483 )
Maintenance capital (252 ) (247 )
Current income tax expense (66 ) (28 )
Adjusted equity earnings in unconsolidated entities, net of
distributions (3)
1 (10 )
Distributions to noncontrolling interests (4)   (2 )
Implied DCF $ 1,948 $ 1,312
Preferred unit distributions paid (5) (161 ) (5 )
Implied DCF Available to Common Unitholders $ 1,787   $ 1,307  
 
Weighted Average Common Units Outstanding 726 717
Weighted Average Common Units and Common Equivalent Units 797 784
 
Implied DCF per Common Unit (6) $ 2.46 $ 1.82
Implied DCF per Common Unit and Common Equivalent Unit (7) $ 2.38 $ 1.67
 
Cash Distribution Paid per Common Unit $ 1.20 $ 1.95
Common Unit Cash Distributions (4) $ 871 $ 1,386
Common Unit Distribution Coverage Ratio

2.05

x

0.94

x

 
Implied DCF Excess / (Shortage) $ 916 $ (79 )
 

____________________

(1)    

Adjustment to add back our proportionate share of
depreciation and amortization expense and gains and losses on
significant asset sales by unconsolidated entities.

(2) Excludes certain non-cash items impacting interest expense such
as amortization of debt issuance costs and terminated interest rate
swaps.
(3) Comprised of cash distributions received from unconsolidated
entities less equity earnings in unconsolidated entities (adjusted
for our proportionate share of depreciation and amortization and
gains and losses on significant asset sales).
(4) Cash distributions paid during the period presented.
(5) Cash distributions paid to our preferred unitholders during the
period presented. The $0.5250 quarterly ($2.10 annualized) per unit
distribution requirement of our Series A preferred units was
paid-in-kind for each quarterly distribution through February 2018.
Distributions on our Series A preferred units were paid in cash
beginning with the May 2018 quarterly distribution. The $61.25 per
unit annual distribution requirement of our Series B preferred units
is payable semi-annually in arrears on May 15 and November 15. A
pro-rated initial distribution on the Series B preferred units was
paid on November 15, 2017.
(6) Implied DCF Available to Common Unitholders for the period
divided by the weighted average common units outstanding for the
period.
(7) Implied DCF Available to Common Unitholders for the period,
adjusted for Series A preferred unit cash distributions paid (if
any), divided by the weighted average common units and common
equivalent units outstanding for the period. Our Series A preferred
units are convertible into common units, generally on a one-for-one
basis and subject to customary anti-dilution adjustments in whole or
in part, subject to certain minimum conversion amounts.
 
   

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

       
 

NON-GAAP RECONCILIATIONS (continued)

 

Net Income Per Common Unit to Implied DCF Per Common Unit and
Common Equivalent Unit Reconciliations:

 
Three Months Ended
March 31,
2019     2018
Basic net income per common unit $ 1.26 $ 0.33
Reconciling items per common unit (1) (2) (0.36 ) 0.28
Implied DCF per common unit $ 0.90   $ 0.61
 
Basic net income per common unit $ 1.26 $ 0.33
Reconciling items per common unit and common equivalent unit (1)
(3)
(0.39 ) 0.23
Implied DCF per common unit and common equivalent unit $ 0.87   $ 0.56
 
 
Twelve Months Ended
December 31,
2018 2017
Basic net income per common unit $ 2.77 $ 0.96
Reconciling items per common unit (1) (4) (0.31 ) 0.86
Implied DCF per common unit $ 2.46   $ 1.82
 
Basic net income per common unit $ 2.77 $ 0.96
Reconciling items per common unit and common equivalent unit (1)
(5)
(0.39 ) 0.71
Implied DCF per common unit and common equivalent unit $ 2.38   $ 1.67
 

____________________

(1)     Represents adjustments to Net Income to calculate Implied DCF
Available to Common Unitholders. See the "Net Income to Adjusted
EBITDA and Implied DCF Reconciliation" table for additional
information.
(2) Based on weighted average common units outstanding for the
period of 727 million and 725 million, respectively.
(3) Based on weighted average common units outstanding for the
period, as well as weighted average Series A preferred units
outstanding for the period of approximately 71 million and 71
million, respectively.
(4) Based on weighted average common units outstanding for the
period of 726 million and 717 million, respectively.
(5) Based on weighted average common units outstanding for the
period, as well as weighted average Series A preferred units
outstanding for the period of approximately 71 million and 67
million, respectively.
 
         

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

               
 

SELECTED FINANCIAL DATA BY SEGMENT

(in millions)

 
Three Months Ended
March 31, 2019
Three Months Ended
March 31, 2018
Transportation     Facilities    

Supply and
Logistics

Transportation     Facilities    

Supply and
Logistics

Revenues (1) $ 556 $ 299 $ 8,022 $ 454 $ 292 $ 8,112
Purchases and related costs (1) (52 ) (4 ) (7,562 ) (46 ) (5 )

(7,925

)
Field operating costs (1) (2) (174 ) (86 ) (69 ) (147 ) (84 ) (64 )
Segment general and administrative expenses (2) (3) (27 ) (21 ) (28 ) (28 ) (21 ) (30 )
Equity earnings in unconsolidated entities 89 75
 
Adjustments: (4)
Depreciation and amortization of unconsolidated entities 12 14
Gains from derivative activities, net of inventory valuation
adjustments
(4 ) (70 ) (1 ) (1 ) (21 )
Long-term inventory costing adjustments (21 ) (13 )
Deficiencies under minimum volume commitments, net (7 ) 8 2
Equity-indexed compensation expense 2 1 6 2 3
Net loss on foreign currency revaluation     5       10  
Segment Adjusted EBITDA $ 399   $ 184   $ 278   $ 335   $ 185   $ 72  
 
Maintenance capital $ 27   $ 17   $ 2   $ 29   $ 14   $ 2  
 

____________________

(1)     Includes intersegment amounts.
(2) Field operating costs and Segment general and administrative
expenses include equity-indexed compensation expense.
(3) Segment general and administrative expenses reflect direct
costs attributable to each segment and an allocation of other
expenses to the segments. The proportional allocations by segment
require judgment by management and are based on the business
activities that exist during each period.
(4) Represents adjustments utilized by our Chief Operating Decision
Maker in the evaluation of segment results. Many of these
adjustments are also considered selected items impacting
comparability when calculating consolidated non-GAAP financial
measures such as Adjusted EBITDA. See the "Selected Items Impacting
Comparability" table for additional discussion.
 
   

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

       
 

OPERATING DATA BY SEGMENT (1)

 
 
Three Months Ended
March 31,
2019     2018
Transportation segment (average daily volumes in thousands of
barrels per day):
Tariff activities volumes
Crude oil pipelines (by region):
Permian Basin (2) 4,268 3,240
South Texas / Eagle Ford (2) 460 422
Central (2) 509 441
Gulf Coast 158 204
Rocky Mountain (2) 302 257
Western 182 174
Canada 322   318
Crude oil pipelines 6,201 5,056
NGL pipelines 210   173
Tariff activities total volumes 6,411 5,229
Trucking volumes 93   99
Transportation segment total volumes 6,504   5,328
 
Facilities segment (average monthly volumes):
Liquids storage (average monthly capacity in millions of barrels) 109   109
Natural gas storage (average monthly working capacity in billions of
cubic feet)
63   67
NGL fractionation (average volumes in thousands of barrels per day) 157   138
Facilities segment total volumes (average monthly volumes in
millions of barrels) (3)
124   124
 
Supply and Logistics segment (average daily volumes in thousands
of barrels per day):
Crude oil lease gathering purchases 1,128 1,031
NGL sales 328   361
Supply and Logistics segment total volumes 1,456   1,392
 

____________________

(1)     Average volumes are calculated as the total volumes
(attributable to our interest) for the period divided by the number
of days or months in the period.
(2) Region includes volumes (attributable to our interest) from
pipelines owned by unconsolidated entities.
(3) Facilities segment total volumes is calculated as the sum of:
(i) liquids storage capacity; (ii) natural gas storage working
capacity divided by 6 to account for the 6:1 mcf of natural gas to
crude Btu equivalent ratio and further divided by 1,000 to convert
to monthly volumes in millions; and (iii) NGL fractionation volumes
multiplied by the number of days in the period and divided by the
number of months in the period.
 
   

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

       
 

NON-GAAP SEGMENT RECONCILIATIONS

(in millions)

 

Fee-based Segment Adjusted EBITDA to Adjusted EBITDA
Reconciliations:

 
Three Months Ended
March 31,
2019     2018
Transportation Segment Adjusted EBITDA $ 399 $ 335
Facilities Segment Adjusted EBITDA 184   185
Fee-based Segment Adjusted EBITDA $ 583 $ 520
Supply and Logistics Segment Adjusted EBITDA 278 72
Adjusted other income/(expense), net (1) 1   1
Adjusted EBITDA (2) $ 862   $ 593
 
    Twelve Months Ended
December 31,
2018     2017
Transportation Segment Adjusted EBITDA $ 1,508 $ 1,287
Facilities Segment Adjusted EBITDA 711   734
Fee-based Segment Adjusted EBITDA $ 2,219 $ 2,021
Supply and Logistics Segment Adjusted EBITDA 462 60
Adjusted other income/(expense), net 3   1
Adjusted EBITDA (2) $ 2,684   $ 2,082

____________________

(1)     Represents "Other income/(expense), net" as reported on our
Condensed Consolidated Statements of Operations, adjusted for
selected items impacting comparability of $(24) million and $2
million for the three months ended March 31, 2019 and 2018,
respectively. See the "Selected Items Impacting Comparability" table
for additional information.
(2) See the "Net Income to Adjusted EBITDA and Implied DCF
Reconciliation" table for reconciliation to Net Income.
 
         

Reconciliation of Segment Adjusted EBITDA to Segment Adjusted
EBITDA further adjusted for impact of divested assets:

 
Three Months Ended
March 31, 2019
Three Months Ended
March 31, 2018
Transportation     Facilities    

Supply and
Logistics

Transportation     Facilities    

Supply and
Logistics

Segment Adjusted EBITDA $ 399 $ 184 $ 278 $ 335 $ 185 $ 72
Impact of divested assets (1)       (19 ) (2 )
Segment Adjusted EBITDA further adjusted for impact of divested
assets
$ 399   $ 184   $ 278   $ 316   $ 183   $ 72
 
   
(1) Estimated impact of divestitures completed during 2018,
assuming an effective date of January 1, 2018. Divested assets
primarily included a 30% interest in BridgeTex Pipeline Company, LLC
and certain pipelines in the Rocky Mountain region that were
previously reported in our Transportation segment, as well as a
natural gas processing facility that was previously reported in our
Facilities segment.
 
         

PLAINS GP HOLDINGS AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

               
 

CONDENSED CONSOLIDATING STATEMENTS OF
OPERATIONS

(in millions, except per share data)

 
Three Months Ended
March 31, 2019
Three Months Ended
March 31, 2018
    Consolidating         Consolidating    
PAA Adjustments (1) PAGP PAA Adjustments (1) PAGP
REVENUES $ 8,375 $ $ 8,375 $ 8,398 $ $ 8,398
 
COSTS AND EXPENSES
Purchases and related costs 7,119 7,119 7,519 7,519
Field operating costs 326 326 292 292
General and administrative expenses 76 1 77 79 1 80
Depreciation and amortization 136 136 127 127
(Gains)/losses on asset sales and asset impairments, net 4     4        
Total costs and expenses 7,661 1 7,662 8,017 1 8,018
 
OPERATING INCOME 714 (1 ) 713 381 (1 ) 380
 
OTHER INCOME/(EXPENSE)
Equity earnings in unconsolidated entities 89 89 75 75
Gain on investment in unconsolidated entities 267 267
Interest expense, net (101 ) (101 ) (106 ) (106 )
Other income/(expense), net 25     25   (1 )   (1 )
 
INCOME BEFORE TAX 994 (1 ) 993 349 (1 ) 348
Current income tax expense (30 ) (30 ) (13 ) (13 )
Deferred income tax benefit/(expense) 6   (55 ) (49 ) (48 ) (14 ) (62 )
 
NET INCOME 970 (56 ) 914 288 (15 ) 273
Net income attributable to noncontrolling interests   (767 ) (767 )   (236 ) (236 )
NET INCOME ATTRIBUTABLE TO PAGP $ 970   $ (823 ) $ 147   $ 288   $ (251 ) $ 37  
 
BASIC AND DILUTED NET INCOME PER CLASS A SHARE $ 0.92   $ 0.23  
 
BASIC AND DILUTED WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING 159   157  
 

____________________

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

PLAINS GP HOLDINGS AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

               
 

CONDENSED CONSOLIDATING BALANCE SHEET DATA

(in millions)

 
March 31, 2019 December 31, 2018
    Consolidating         Consolidating    
PAA Adjustments (1) PAGP PAA Adjustments (1) PAGP
ASSETS
Current assets $ 4,247 $ 3 $ 4,250 $ 3,533 $ 3 $ 3,536
Property and equipment, net 14,889 14 14,903 14,787 15 14,802
Goodwill 2,529 2,529 2,521 2,521
Investments in unconsolidated entities 3,263 3,263 2,702 2,702
Deferred tax asset 1,247 1,247 1,304 1,304
Linefill and base gas 907 907 916 916
Long-term operating lease right-of-use assets, net 477 477
Long-term inventory 181 181 136 136
Other long-term assets, net 893   (2 ) 891   916   (3 ) 913
Total assets $ 27,386   $ 1,262   $ 28,648   $ 25,511   $ 1,319   $ 26,830
 
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities $ 4,182 $ 2 $ 4,184 $ 3,456 $ 2 $ 3,458
Senior notes, net 8,943 8,943 8,941 8,941
Other long-term debt, net 234 234 202 202
Long-term operating lease liabilities 383 383
Other long-term liabilities and deferred credits 882     882   910     910
Total liabilities $ 14,624 $ 2 $ 14,626 $ 13,509 $ 2 $ 13,511
 
Partners' capital excluding noncontrolling interests 12,762 (10,807 ) 1,955 12,002 (10,156 ) 1,846
Noncontrolling interests   12,067   12,067     11,473   11,473
Total partners' capital 12,762   1,260   14,022   12,002   1,317   13,319
Total liabilities and partners' capital $ 27,386   $ 1,262   $ 28,648   $ 25,511   $ 1,319   $ 26,830
 

____________________

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

PLAINS GP HOLDINGS AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

       
 

COMPUTATION OF BASIC AND DILUTED NET
INCOME PER CLASS A SHARE

(in millions, except per share data)

 
Three Months Ended
March 31,
2019     2018
Basic and Diluted Net Income per Class A Share (1)
Net income attributable to PAGP $ 147 $ 37
Basic and diluted weighted average Class A shares outstanding 159 157
 
Basic and diluted net income per Class A share $ 0.92   $ 0.23
 

____________________

(1)     For the three months ended March 31, 2019 and 2018, the
possible exchange of any AAP units and certain AAP Management Units
would not have had a dilutive effect on basic net income per Class A
share.
 

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