Plains GP L P : 6-30-23 Non-GAAP Reconciliations

Non-GAAP Reconciliations and Supplemental Calculations: Table of Contents

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Introduction

Reconciliation to Adjusted EBITDA and Adjusted Net Income Attributable to PAA Adjusted Net Income Per Common Unit

Net Income/(Loss) Per Common Unit to Adjusted Net Income Per Common Unit Reconciliation Credit Metrics

Implied Distributable Cash Flow

Net Income/(Loss) Per Common Unit to Implied DCF Per Common Unit and Common Unit Equivalent Reconciliation Free Cash Flow

Segment Information

Introduction

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 and to assess the amount of cash that is available for distributions, debt repayments, common equity repurchases and other general partnership purposes. The primary additional measures used by management are Adjusted EBITDA, Adjusted EBITDA attributable to PAA, Implied Distributable Cash Flow ("DCF"), Free Cash Flow and Free Cash Flow after Distributions.

Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization (including our proportionate share of depreciation and amortization, including write-downs related to cancelled projects and impairments, of unconsolidated entities), gains and losses on asset sales and asset impairments, goodwill impairment losses and gains or losses on and impairments of investments in unconsolidated entities, adjusted for certain selected items impacting comparability. Our definition and calculation of certain non-GAAP financial measures may not be comparable to similarly-titled measures of other companies. Adjusted EBITDA, Adjusted EBITDA attributable to PAA, Implied DCF and certain other non-GAAP financial performance measures are reconciled to Net Income/(Loss), Free Cash Flow and Free Cash Flow after Distributions are reconciled to Net Cash Provided by Operating Activities, the most directly comparable measures as reported in accordance with GAAP, for the historical periods presented in the following pages, and should be viewed in addition to, and not in lieu of, our Consolidated Financial Statements in our Annual Reports on Form 10-K, our Condensed Consolidated Financial Statements in our Quarterly Reports on Form 10-Q and notes thereto. 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.

Non-GAAP Financial Performance Measures

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 financial performance measures may exclude, for example, (i) charges for obligations that are expected to be settled with the issuance of equity instruments, (ii) gains and losses on derivative instruments that are related to underlying activities in another period (or the reversal of such adjustments from a prior period), gains and losses on derivatives that are either related to investing activities (such as the purchase of linefill) or purchases of long-term inventory, and inventory valuation adjustments, as applicable, (iii) long-term inventory costing adjustments, (iv) items that are not indicative of our core operating results 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" in our Consolidated Financial Statements in our Annual Reports on Form 10-K and our Condensed Consolidated Financial Statements in our Quarterly Reports on Form 10-Q. We also adjust for amounts billed by our equity method investees related to deficiencies under minimum volume commitments. 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, investment capital projects and numerous other factors and will be discussed, as applicable, in management's discussion and analysis of operating results in our Quarterly Report on Form 10-Q and in our Annual Report on form 10-K for the period(s) applicable.

Non-GAAP Financial Liquidity Measures

Management also uses the non-GAAP financial liquidity measures Free Cash Flow and Free Cash Flow after Distributions to assess the amount of cash that is available for distributions, debt repayments, common equity repurchases and other general partnership purposes. Free Cash Flow is defined as Net Cash Provided by Operating Activities, less Net Cash Provided by/ (Used in) Investing Activities, which primarily includes acquisition, investment and maintenance capital expenditures, investments in unconsolidated entities and the impact from the purchase and sale of linefill, net of proceeds from the sales of assets and further impacted by distributions to and contributions from noncontrolling interests. Free Cash Flow is further reduced by cash distributions paid to our preferred and common unitholders to arrive at Free Cash Flow after Distributions.

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Reconciliation to Adjusted EBITDA and Adjusted Net Income Attributable to PAA (in millions) (1) (2)

Selected Items Impacting Comparability (3)

				2023								2022										2021										2020
		Q1		Q2		YTD		Q1		Q2		Q3		Q4		YTD		Q1		Q2		Q3		Q4		YTD		Q1		Q2		Q3		Q4		YTD
Derivative activities and inventory valuation adjustments	$	(34)	$	86	$	52	$	(132)	$	(28)	$	327	$	(76)	$	91	$	131	$	(86)	$	(9)	$	249	$	285	$	(4)	$	(99)	$	(98)	$	(258)	$	(460)
Long-term inventory costing adjustments		(29)		(2)		(31)		92		13		(83)		(18)		4		41		27		13		13		94		(115)		51		(2)		21		(44)
Deficiencies under minimum volume commitments, net		7		2		9		(6)		(10)		(16)		24		(7)		32		(6)		(56)		38		7		2		(7)		(64)		(5)		(74)
Equity-indexed compensation expense		(10)		(8)		(17)		(7)		(7)		(9)		(8)		(32)		(5)		(4)		(6)		(5)		(19)		(4)		(5)		(5)		(5)		(19)
Foreign currency revaluation		3		(5)		(1)		9		(19)		(32)		2		(41)		8		7		(18)		11		7		(46)		23		10		28		16
Significant transaction-related expenses		-		-		-		-		-		-		-		-		-		(3)		(2)		(11)		(16)		(3)		-		-		-		(3)
Line 901 incident		-		-		-		(85)		-		-		(10)		(95)		-		-		-		(15)		(15)		-		-		-		-		-
Net gain on early repayment of senior notes		-		-		-		-		-		-		-		-		-		-		-		-		-		-		3		-		-		3
Selected items impacting comparability - Adjusted EBITDA	$	(63)	$	73	$	12	$	(129)	$	(51)	$	187	$	(86)	$	(80)	$	207	$	(65)	$	(78)	$	280	$	343	$	(170)	$	(34)	$	(159)	$	(219)	$	(581)
Derivative activities		-		-		-		-		4		2		1		7		-		-		-		-		-		-		-		-		-		-
Gain (loss) on/(impairment of) investments in unconsolidated entities,		-		-		-		-		-		1		345		346		-		-		-		2		2		(22)		(69)		(91)		-		(182)
net
Gains/(losses) on asset sales and asset impairments, net		154		(3)		150		42		3		-		(315)		(269)		(2)		(369)		(221)		-		(592)		(619)		1		2		(101)		(719)
Goodwill impairment losses		-		-		-		-		-		-		-		-		-		-		-		-		-		(2,515)		-		-		-		(2,515)
Tax effect on selected items impacting comparability		(10)		(20)		(30)		8		(13)		(85)		24		(65)		(15)		1		32		(63)		(44)		23		11		9		31		76
Other		(3)		-		(3)		-		-		(1)		8		7		-		-		-		-		-		-		-		-		-		-
Selected items impacting comparability - Adjusted net income	$	78	$	50	$	129	$	(79)	$	(57)	$	104	$	(23)	$	(54)	$	190	$	(433)	$	(267)	$	219	$	(291)	$	(3,303)	$	(91)	$	(239)	$	(289)	$	(3,921)
attributable to PAA
Net Income/(Loss) to Adjusted EBITDA attributable to PAA Reconciliation
				2023								2022										2021										2020
		Q1		Q2		YTD		Q1		Q2		Q3		Q4		YTD		Q1		Q2		Q3		Q4		YTD		Q1		Q2		Q3		Q4		YTD
Net Income/(Loss)	$	475	$	349	$	824	$	225	$	251	$	442	$	310	$	1,228	$	423	$	(216)	$	(55)	$	497	$	648	$	(2,845)	$	144	$	146	$	(25)	$	(2,580)
Interest expense, net		98		95		193		107		99		99		100		405		107		107		106		106		425		108		108		113		108		436
Income tax expense/(benefit)		53		43		96		21		47		109		12		189		24		(10)		(30)		88		73		21		(12)		(3)		(26)		(19)
Depreciation and amortization		256		259		515		230		242		238		254		965		177		196		178		223		774		168		166		160		160		653
(Gains)/losses on asset sales and asset impairments, net		(154)		3		(150)		(42)		(3)		-		315		269		2		369		221		-		592		619		(1)		(2)		101		719
Goodwill impairment losses		-		-		-		-		-		-		-		-		-		-		-		-		-		2,515		-		-		-		2,515
(Gain on)/impairment of investments in unconsolidated		-		-		-		-		-		(1)		(345)		(346)		-		-		-		(2)		(2)		22		69		91		-		182
entities, net
Depreciation and amortization of unconsolidated entities (4)		22		24		47		20		17		21		27		85		20		68		21		14		123		17		16		18		22		73
Selected items impacting comparability - Adjusted EBITDA		63		(73)		(12)		129		51		(187)		86		80		(207)		65		78		(280)		(343)		170		34		159		219		581
Adjusted EBITDA	$	813	$	700	$	1,513	$	690	$	704	$	721	$	759	$	2,875	$	546	$	579	$	519	$	646	$	2,290	$	795	$	524	$	682	$	559	$	2,560
Less: Adjusted EBITDA attributable to noncontrolling interests		(98)		(103)		(201)		(76)		(89)		(98)		(100)		(365)		(3)		(4)		(5)		(82)		(94)		(2)		(2)		(4)		(5)		(14)
Adjusted EBITDA attributable to PAA	$	715	$	597	$	1,312	$	614	$	615	$	623	$	659	$	2,510	$	543	$	575	$	514	$	564	$	2,196	$	793	$	522	$	678	$	554	$	2,546
Net Income/(Loss) to Adjusted Net Income Attributable to PAA Reconciliation
				2023								2022										2021										2020
		Q1		Q2		YTD		Q1		Q2		Q3		Q4		YTD		Q1		Q2		Q3		Q4		YTD		Q1		Q2		Q3		Q4		YTD
Net Income/(Loss)	$	475	$	349	$	824	$	225	$	251	$	442	$	310	$	1,228	$	423	$	(216)	$	(55)	$	497	$	648	$	(2,845)	$	144	$	146	$	(25)	$	(2,580)
Less: Net income attributable to noncontrolling interests		(53)		(56)		(109)		(38)		(48)		(58)		(47)		(191)		(1)		(4)		(4)		(47)		(55)		(2)		(2)		(3)		(3)		(10)
Net income/(loss) attributable to PAA		422		293		715		187		203		384		263		1,037		422		(220)		(59)		450		593		(2,847)		142		143		(28)		(2,590)
Selected items impacting comparability - Adjusted net income		(78)		(50)		(129)		79		57		(104)		23		54		(190)		433		267		(219)		291		3,303		91		239		289		3,921
attributable to PAA
Adjusted net income attributable to PAA	$	344	$	243	$	586	$	266	$	260	$	280	$	286	$	1,091	$	232	$	213	$	208	$	231	$	884	$	456	$	233	$	382	$	261	$	1,331

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1. Amounts may not recalculate due to rounding.
2. Certain of our non-GAAP financial measures may not be impacted by each of the selected items impacting comparability.

(3)	For more information regarding our Selected Items Impacting Comparability, please refer to our most recently issued PAA & PAGP Earnings Release.	2
(4)	Adjustment to add back our proportionate share of depreciation and amortization expense (including write-downs related to cancelled projects) of unconsolidated entities.

Adjusted Net Income Per Common Unit (in millions, except per unit data) (1) (2)

Basic and Diluted Adjusted Net Income Per Common Unit

2023

Q1 Q2 YTD

2022

Q1 Q2 Q3 Q4 YTD

2021

Q1 Q2 Q3 Q4 YTD

2020

YTD

Net income/(loss) attributable to PAA	$	422	$	293	$	715	$	187	$	203	$	384	$	263	$	1,037	$	422	$	(220)	$	(59)	$	450	$	593	$	(2,590)
Selected items impacting comparability - Adjusted net income attributable to		(78)		(50)		(129)			79		57		(104)		23		54			(190)		433		267		(219)		291			3,921
PAA (3)
Adjusted net income attributable to PAA	$	344	$	243	$	586	$	266	$	260	$	280	$	286	$	1,091	$	232	$	213	$	208	$	231	$	884	$	1,331
Distributions to Series A preferred unitholders (4)		(42)		(44)		(85)			(37)		(37)		(37)		(37)		(149)			(37)		(37)		(37)		(37)		(149)			(149)
Distributions to Series B preferred unitholders (4)		(18)		(18)		(36)			(12)		(12)		(12)		(15)		(52)			(12)		(12)		(12)		(12)		(49)			(49)
Amounts allocated to participating securities		(2)		(5)		(7)			(1)		(1)		(2)		(1)		(5)			(1)		(1)		(1)		(2)		(3)			(4)
Other		1		1		2			-		-		-		-		-			-		-		-		-		-			-
Adjusted net income allocated to common unitholders	$	283	$	177	$	460	$	216	$	210	$	229	$	233	$	885	$	182	$	163	$	158	$	180	$	683	$	1,129
Basic and diluted weighted average common units outstanding (5)(6)
	698		698		698			705		702		698		698		701			722		720		715		709		716			728
Basic and diluted adjusted net income per common unit	$	0.41	$	0.25	$	0.66	$	0.31	$	0.30	$	0.33	$	0.33	$	1.26	$	0.25	$	0.23	$	0.22	$	0.25	$	0.95	$	1.55

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1. Amounts may not recalculate due to rounding.
2. We calculate adjusted net income allocated to common unitholders based on the distributions pertaining to the current period's net income ). 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.
3. Certain of our non-GAAP financial measures may not be impacted by each of the selected items impacting comparability.
4. Distributions pertaining to the period presented.
5. The possible conversion of our Series A preferred units was excluded from the calculation of diluted adjusted net income per common unit as the effect was either antidilutive or did not change the presentation of diluted adjusted net income per common unit.
6. Our equity-indexed compensation plan awards that contemplate the issuance of common units are considered dilutive unless (i) they become vested 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. For certain periods presented, such equity-indexed compensation plan awards did not change the presentation of diluted weighted average common units outstanding or diluted adjusted net income per common unit.

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