UBS Midstream Conference - Amazon S3 NYSE: PAA & PAGP 5 70 75 80 85 90 95 100 105 2,500 2,600 2,700...

www.plainsallamerican.com NYSE: PAA & PAGP 1

UBS Midstream Conference January 14-16, 2019


Forward-Looking Statements And Non-GAAP Financial Measures

Except for the historical information contained herein, the matters discussed in this presentation consist of forward-looking statements. These forward-looking statements are based on PAGP’s and PAA’s current views with respect to future events, based on what we believe to be reasonable assumptions. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and that may be beyond the control of PAGP and PAA. You should read PAGP’s and PAA’s Annual Reports on Form 10-K for the year ended December 31, 2017 and their most recently filed Quarterly Reports on Form 10-Q for a more extensive list of factors that could cause actual results or outcomes to differ materially from the results or outcomes anticipated in the forward-looking statements. PAGP and PAA undertake no obligation to revise any forward-looking statements to reflect events or circumstances occurring after today’s date.

This presentation also contains non-GAAP financial measures relating to PAA, such as Adjusted EBITDA and Implied Distributable Cash Flow (DCF). A reconciliation of these measures to the most directly comparable GAAP measures is available in the Investor Relations section of PAA’s and PAGP’s website at www.plainsallamerican.com, select “PAA” or “PAGP,” navigate to the “Financial Information” tab, then click on “Non-GAAP Reconciliations.” We do not provide a reconciliation of non-GAAP financial measures on a forward-looking basis as it is impractical to do so without unreasonable effort.

http://www.plainsallamerican.com/


Key Takeaways

Constructive Long-term Fundamentals & Outlook Market balancing, U.S. leading growth

Integrated Asset Base & Business Model Linking key supply & demand markets

Fee-based Growth Visibility Potential margin-based upside in favorable markets

Financial Flexibility Solid balance sheet, significant retained cash flow & distribution coverage

Building for the Long Term


Plains’ Current Profile

Over Past 20+ Years, PAA Has Developed One of the Largest and Most Integrated Midstream Systems in North America

Note: Map contains only most significant PAA assets, including current projects and equity-investments assets.

Volumes Handled(1):

~5.7 mmb/d Transportation

~1.3 mmb/d Supply & Logistics

Total Enterprise Value: ~$29B(2)

PAA Total Assets: ~$26B(3)

PAA’s Crude Oil Value Chain

(1) Average daily Transportation segment and Supply & Logistics segment volumes for year-to-date 9/30/18 (2) Based on closing unit prices as of 01/07/19 . (3) Based on balance sheet data as of 09/30/18.

Key Takeaways:

1. Highly integrated U.S. crude oil pipeline & terminal system

2. Minimal direct exposure to commodity prices

3. Leading crude oil midstream service provider in the Permian Basin

Legend


70

75

80

85

90

95

100

105

2,500

2,600

2,700

2,800

2,900

3,000

3,100

3,200

2012 2013 2014 2015 2016 2017 2018

Constructive Long-term Fundamentals Driven by continued global demand growth

Global Demand

~100 mmb/d global demand by YE’18

Long-term driven by China, India & developing nations

Disciplined OPEC compliance

OPEC commentary suggests

Intent to continue balancing market (maintain 5-year average)

Potential for supply adjustment in response to global events

Global Supply

Significant draws for ~18 months

Recent inventory builds and volatility

Geopolitical Factors

Global Liquids(1) Demand

mmb/d OECD Commercial Oil Stocks mmbbls

Monthly Inventory (blue) Global Demand

2012-2019: ~1.5mmb/d Y/Y Avg. Global Demand Growth (pie chart: % by region)

Other

Non-OECD

23%

China/

Other Asia

61%

U.S.

16%

Source: EIA; (1) Liquids includes production of crude oil (including lease condensates), natural gas plant liquids, biofuels, other liquids, and refinery processing gains.

5-Yr Rolling Avg. (red)

Revise based on recent OPEC commentary

Geopolitical: Saudi Arabia & Russia, key to balancing global market (limited spare production capacity)

Geopolitical: Saudi Arabia & Russia, key to balancing global market (limited spare production capacity)


5.2 5.2

20.0

12.4 11.5

6.3 5.5 4.8

3.8 3.6 3.5 3.2

-

5.0

10.0

15.0

20.0

25.0

U.S. Saudi Arabia Russia Permian Iraq Permian Canada China Iran Brazil UAE Kuwait

2012 August-18 YE 2019

Source: EIA, BTU Analytics & PAA Estimates (1) Liquids includes production of crude oil (including lease condensates),

natural gas plant liquids, biofuels, other liquids, and refinery processing gains.

mmb/d

Projected World Liquids Production: ~103 mmb/d as of December 2019

U.S. & Canada = ~25 mmb/d

>60% of U.S. Liquids Growth is driven by the Permian Basin

If treated as a country, Permian would currently be 5th largest producer, could grow to 4th largest in 2019 as pipeline capacity is expanded

U.S. Leading World in Liquids(1) Growth Permian Projected to be a Top 4 Producer by YE 2019

Note: Permian NGL forecast assumes gross volumes, net NGL volumes ~0.4 MMb/d lower

Permian

Top 10 Liquids Producing Nations (Plus Permian)


0

200

400

600

800

YE2017

YE2023

STACK mb/d

0

500

1,000

1,500

2,000

2,500

YE2017

YE2023

Eagle Ford mb/d

0

500

1,000

1,500

2,000

2,500

YE2017

YE2023

Eagle Ford mb/d

0

2,000

4,000

6,000

8,000

YE2017

YE2023

Permian mb/d

0

2,000

4,000

6,000

8,000

YE2017

YE2023

Permian mb/d

0

500

1,000

1,500

YE2017

YE2023

Rockies mb/d

0

500

1,000

1,500

2,000

YE2017

YE2023

Williston mb/d

0

2,000

4,000

6,000

YE2017

YE2023

mb/d

Source: Drilling Info, PAA Estimates

Western Canada

4,700

900 – 1,200

6,100 – 6,800 1,800 – 2,200

600 - 730

1,400 – 1,700

Well Positioned to Benefit From Strong Growth >6.5 mmb/d growth (YE 2017 to YE 2023)

Note: charts reflect potential growth in crude oil production


1,127

1,413

1,747 1,866

2,000 2,090

2,174 2,178 2,291

2,412 2,487 2,527

2,644 2,771

2,919 3,097

3,296 3,542

3,791

4,039

4 5 5 5

5 5 5 5 5

5 6

6 5 6 5 5

6 6 6 5

6 6 7

8 8 8 9

9

012345678910

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500 Total DUCs

Months of Working Inventory

# Wells

# DUCs

Source: EIA data published December 17, 2018

DUC inventory increased >1,740 in past 12 months

Use “Total Permian DUCs”

chart for embedded data

Avg. ~155 DUCs / month over past 12 months

# Months

Permian “Drilled but Uncompleted Wells” (DUCs) Support Visibility for Continued Production Growth

Permian Basin: PAA’s largest asset / operating leverage

DUC inventory supports future production

Mitigates impact on production in the event of rig decline

Expected to increase near-term; potential drivers:

Multi-well pad drilling

Pipeline take-away constraints

Labor & equipment constraints

Permian Drilling vs. Completions

Permian DUC Profile


Cushing

Houston

Corpus Christi / Ingleside

Colorado City

Midland

McCamey Crane

Orla

Wink

Memphis

St. James

Baton Rouge

Longview

Wichita Falls

Beaumont

Permian Basin

Diamond

Mobile

Patoka

Advancing Optimization & Expansion of Existing System Opportunities extend beyond the Permian

+200 mb/d

--Potential for Capline Reversal (binding open

season announced)-

Gathering

Intra-Basin

Long-Haul

PAA Pipelines

STACK

Capline

Note: dotted lines on map reflect PAA announced projects *Announced LOI in June, 2018

Source (USGC Export Data): Clipper Data, EIA, Company Disclosures

Arrows illustrate capacity additions

Recently in-service / under construction

Various stages of planning

Advancing optimization/expansion opportunities downstream of Cushing

Executing Permian-focused capital program

USGC Export Capacity Current: ~7 mmb/d + Planned: ~4 mmb/d_ Total ~11mmb/d

USGC Current Exports: ~2 mmb/d as of Dec. ‘18


Permian Long-Haul Projects Enhance market access & further optimize system

Sunrise Expansion (Ph. I & II)

Gross Capacity: ~500 mb/d (24”)

Placed into service 4Q18

Cactus II

Gross Capacity: ~670 mb/d (26”)

Targeted in-service:

Partial: late 3Q19

Full: April ‘20

XOM / PAA JV*

Gross Capacity: >1 mmb/d

Development activities underway

Note: capacity data as of 12/31/17, lease purchase volume as of 3Q18 *XOM JV not included; announced LOI in June, 2018

Cushing

Wichita Falls

Houston

Area

Corpus Christi /

Ingleside

Colorado

City Midland

McCamey Crane

Orla

Wink

Source Hub

Long-Haul Hub

Demand Market

PAA Demand Hub Terminal

PAA’s Current Profile Gathering: ~2 mmb/d Intra-Basin: ~2 mmb/d Long-Haul: ~1 mmb/d Lease Gathering: >600mb/d

PAA Current Capacity

PAA Pipeline Capacity(1)

Gathering: ~2 mmb/d Intra-Basin: ~2 mmb/d Long-Haul: ~1 mmb/d

Lease Gathering Volumes: >600mb/d

Gathering

Intra-Basin

Long-Haul

PAA Pipelines

Long-haul: adding ~850mb/d (exc. XOM JV)

Gathering: ~2 Intra-Basin: ~2 Long-Haul: ~1

PAA Net Pipeline Capacity (mmb/d)

Long-haul: adding ~850mb/d (exc. XOM JV) Purchase >600mb/d in the Permian

Long-Haul Projects: +~850 mb/d*

--Purchase >600mb/d in the Permian--


Permian Gathering & Intra-Basin Systems Significant Capacity Expansions Underway / Completed (in yellow)

WINK MIDLAND

MCCAMEY

CRANE

COLORADO CITY

ORLA

Advantage

Wink to Midland

Wink to McCamey

Crane to McCamey

Active Projects Source Hub Long-Haul Hub

Existing System Completed Projects

PAA Provides:

1. Flow assurance

2. Quality control

3. Market optionality

Gathering Projects: +~600 mb/d

Intra-Basin Projects: +~1,000 mb/d

Gathering

Intra-Basin

Long-Haul

PAA Pipelines

* PAA lease purchase volume as of 3Q18 Note: dotted lines reflect active projects

Source Hub

Long-Haul Hub --Purchase >600mb/d* in the Permian--

El Mar to Wink


2015 2016 2017 2018(G)

(1) Average daily volumes attributable to our interest per Form 10-K 2018(G): Guidance issued November 6, 2018

(mb/d)

2018 Growth Drivers

Delaware Gathering –Adding ~[600] mb/d

Intra-basin – Adding >[800] mb/d Wink to Midland pump expansion

complete

Long-haul – Adding > [850] mb/d Sunrise Expansion on track Cactus II on track

JV Partners’ options exercised PAA retains 65% ownership

PAA Permian Tariff Volumes

Significant Growth in Permian Tariff Volumes Across system: gathering, intra-basin and long-haul

Shipper capacity restored.

PAA volume capture complemented by:

Large portfolio of MVCs & Acreage Dedications, Lease Aggregation, Quality Segregation, Access to Markets

+/- 3,800

2,855

*directional illustration*

Expecting significant Y/Y Permian tariff volume growth

3Q18: volume growth moderated as pace of completions slowed

Takeaway capacity constrained; wide differentials pressure wellhead prices

4Q18: expect meaningful uplift

Sunrise Expansion in service

Multiple debottlenecking projects

Continued production growth

Partially offset by BridgeTex sale

Drivers of PAA Permian Volume Growth

Permian system capacity (YE 2017)

Gathering: ~2 mmb/d

Intra-Basin: ~2 mmb/d

Long-Haul: ~1 mmb/d

Adding ~2.4 mmb/d of net capacity additions (~50% increase)

Volume growth supported by:

Long-term MVCs & Acreage Dedications

1st purchase lease aggregation

Quality segregation (wellhead to market)

Flow assurance (reliability)

Access to multiple markets

Complementing PAA Volume Capture

Extensive L.T. MVCs & Acreage Dedications 1st purchase lease aggregation Quality segregation (wellhead to market) Flow assurance Access to multiple markets

1,157 1,299 1,512 1,849 2,146 2,855

~3,800

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

2012 2013 2014 2015 2016 2017 2018(G)

Permian Volumes

2,146

(1)

1,849

>30% growth


Permian Take-away Projects

Cactus II

Sunrise Expansion

XOM / PAA JV*

Complementary Permian Projects

Gathering system expansions

Intra-basin debottlenecking

Operational storage expansions at key hubs (Wink, Midland, McCamey)

Working to add fee-based projects in Permian and several other growth areas

>80% of $2.6 billion 2018/2019 Growth Capital Program Focused in the Permian Basin

Aug. 2018 – increased 2018/2019 capital program~$650mm, primarily driven by Permian infrastructure demand

Expect 2019 portion (currently $650mm) to increase to ~$1B level

2018/2019 projects drive fee-based growth in 2019++

Note: pie chart illustrates components of 2018/2019 capital program as of August 8, 2018 *Announced LOI in June, 2018 and expect majority of project capex to occur in 2020

Complementary Permian

Other Projects

Selected Facilities

Permian Take-away

2018/2019 Capital Program Mix


$0.5 $0.6 $0.7 $0.8 $1.0 $1.3 $1.4

$1.6 $1.6 $1.8

$2.0 +/- $2.2

+/- $2.46

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018(G) 2019(PG)

$0.3 $0.3 $0.3 $0.3

$0.6 $0.9 $0.9

$0.7 $0.6 $0.4 $0.1

+/- $0.35

+/- $0.35

$0.0

$0.2

$0.4

$0.6

$0.8

$1.0

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018(G) 2019(PG) 2020

($ billions)

Note: Adj. EBITDA is a non-GAAP financial measure. Please visit the IR page of our website at www.plainsallamerican.com for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures.

($ billions) Margin-Based Adj. EBITDA

Fee-Based Adj. EBITDA

2018(G) Guidance & 2019 (PG) provided Nov 6, 2018

Excess S&L proceeds to

reduce debt / fund capital

Solid Fee-Based Growth Through the Cycle Supply & Logistics Segment is strategic and complementary

Reset S&L Expectations

--expected to be

meaningfully below

2019(PG)--


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$1.81 $2.02 +/-

$2.20

$0.36 $0.06

+/-$0.35

$1.0

$1.5

$2.0

$2.5

$3.0

2016 2017 2018(G)

$0.8 $0.9 $1.0 $1.1

$1.6

$2.1 $2.3 $2.2 $2.2 $2.2 $2.1 +/-$2.2

Expect 14-15% growth

Y/Y

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018(G) 2019(PF)

($ billions)

Margin-based

Fee-based

Segment Adj. EBITDA

Increased 2018(G) & Updated Preliminary 2019(G) Historical data included for context

Original w/ updated guidance

numbers

$0.85 $1.31

+/-$1.68

$1.83 $1.82

+/-$2.31

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

$1.0$1.2$1.4$1.6$1.8$2.0$2.2$2.4$2.6$2.8

2016 2017 2018(G)

($ billions)

Adj. EBITDA Profile

DCF to Common (bars)

($/unit) DCF Profile

DCF per Common Unit (line)

2018 Adj. EBITDA Guidance

Adj. EBITDA: +/-$2.55B

Fee Based: +/- $2.2B

S&L: +/- $350mm

Maintenance CAPEX: +/-$240 mm

Implied DCF: +/-$1.84B

+/-$1.68B available to common

+/-$2.31 / common unit

Distribution Coverage (common)

Coverage Ratio: +/-193%

Retained Cash Flow: +/-$810mm

Preliminary 2019 Adj. EBITDA Guidance

Adj. EBITDA: +/-$2.8B

Fee-based: +/-$2.46B

S&L: +/-$350mm

2018(G): Guidance issued November 6, 2018

Note: Adj. EBITDA is a non-GAAP financial measure. Please visit the IR page of our website at www.plainsallamerican.com for a reconciliation of our non-GAAP financial measures to the most directly comparable GAAP measures.



$10.5 $9.2 $9.1 $9.0 $9.1 $0.0

5.1x

4.4x

4.2x 4.0x 3.9x

5.6x

4.8x

4.5x 4.5x

4.0x

3.0x

3.5x

4.0x

4.5x

5.0x

5.5x

6.0x

$-

$2

$4

$6

$8

$10

$12

3Q 2017 2017 YE 1Q 2018 2Q 2018 3Q 2018 1H 2019

Long Term Debt Short Term Debt

LT Debt / LTM Adj. EBITDA Total Debt / LTM Adj. EBITDA

$11.4

$9.9 $9.8 $9.9 $9.6

Approaching targeted credit metrics

Improving Financial Flexibility Combination of debt reduction & fee-based growth

(Lev.)

PAA Debt & Leverage Ratios

PAA’s Targeted LT Debt to LTM

Adj. EBITDA

($ billions)

Potential sources of additional funding, if needed

Excess S&L profit, asset sales, non-convertible preferred equity, or private-equity arrangements

Advancing additional asset sales opportunities

Reduced total debt >$1.8 B from 9/30/17 (reduced leverage ~1.5x)

Expect to complete deleveraging plan in 1H19

Transitioning to significant level of financial flexibility, per 2018(G):

Retained cash flow: +/-$810mm

Distribution coverage: 193%

DCF / common unit: $2.31

Provides flexibility for 2019+

Note: Adj. EBITDA is a non-GAAP financial measure. Please visit the IR page of our website at www.plainsallamerican.com for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures.

2018(G): Guidance issued Nov 6, 2018



Distribution Management Status Report

Upon completion of deleveraging plan in 1H19, expect to be in position to increase distribution Potentially as soon as the 1Q19 distribution payable May 2019

Factors Management and the Board will consider with respect to distribution management include: Challenges and opportunities associated with building and maintaining / optimizing

PAA’s business platform in a dynamic, cyclical and growing industry

Retaining a level of cash flow that:

allows Plains to maintain a high level of financial and operational flexibility,

provides a healthy level of minimum distribution coverage,

limits, if not eliminates, need to issue common equity to fund routine growth capital programs

Maintaining a distribution level and credit metrics consistent with mid-BBB credit ratings over time

Delivering sustainable multi-year distribution growth

Contemplating annual basis for increases vs quarterly


Key Takeaways

Building for the Long Term

Constructive Long-term Fundamentals & Outlook Market balancing, U.S. leading growth

Integrated Asset Base & Business Model Linking key supply & demand markets

Fee-based Growth Visibility Potential margin-based upside in favorable markets

Financial Flexibility Solid balance sheet, significant retained cash flow & distribution coverage

UBS Midstream Conference - Amazon S3 NYSE: PAA & PAGP 5 70 75 80 85 90 95 100 105 2,500 2,600 2,700...

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