barclays investment grade energy & pipeline corporate day

1 www.plainsallamerican.com NYSE: PAA & PAGP

Barclays Investment Grade Energy & Pipeline

Corporate Day March 1, 2018


Forward-Looking Statements & Non-GAAP Financial Measures Disclosure

This presentation contains forward-looking statements, including, in particular, statements about the plans, strategies and objectives for future operations of Plains All American Pipeline, L.P. (“PAA”) and Plains GP Holdings, L.P. (“PAGP”). These forward-looking statements are based on PAA’s current views with respect to future events, based on what we believe to be reasonable assumptions.

PAA and PAGP can give no assurance that future results or outcomes will be achieved. Important factors, some of which may be beyond PAA’s and PAGP’s control, that could cause actual results or outcomes to differ materially from the results or outcomes anticipated in the forward-looking statements are disclosed in PAA’s and PAGP’s respective filings with the Securities and Exchange Commission.

This presentation also contains non-GAAP financial measures relating to PAA, such as adjusted EBITDA. A reconciliation of these historical 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.” Furthermore, PAA does 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 it has defined as “Selected Items Impacting Comparability”.

http://www.plainsallamerican.com/


Discussion Outline

Brief Overview of PAA

2017 Highlights & Outlook for 2018++

Permian Basin: Critical Growth Region

PAA’s Positioning for Continued Growth

Key Takeaways


Plains’ Current Profile

PAA Has One of the Largest and Most Integrated Crude Oil Pipeline & Terminal Systems in North America

Note: Map contains only most significant PAA assets, including recent/pending acquisitions, current projects and equity-investments assets (excludes non-core assets where sale is announced/pending).

Volumes Handled: >5 mmb/d Transportation volumes ~1.3 mmb/d Supply & Logistics

Total Enterprise Value: ~$29B PAA Total Assets: ~$25B

PAA’s Crude Oil Value Chain

(2)

(3)

(1)

(1) Average daily Transportation segment and Supply & Logistics segment volumes for the quarter ending 12/31/17. (2) Based on balance sheet data as of 12/31/17 and closing unit prices as of 2/20/18. (3) Asset data as of 12/31/17, adjusted for assets sales closed through 12/31/17.

Key Takeaways: 1. Highly integrated U.S. crude oil pipeline &

terminal system 2. Minimal direct exposure to commodity prices 3. Largest crude oil midstream service provider in

the Permian Basin

Legend Legend

www.plainsallamerican.com NYSE: PAA & PAGP 5

$0.5 $0.6 $0.7 $0.8 $1.0 $1.3 $1.4 $1.6 $1.6

$1.8 $2.0 $2.2

$0.3 $0.3

$0.3 $0.3

$0.6

$0.9 $0.9 $0.7 $0.6

$0.4 $0.1

$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)

+/-$0.1

PAA Reported Multiple Positive Achievements In 2017; Well Positioned For Continued Growth in 2018++

2017 Results & 2018 Guidance 4Q & FY 2017 Results – fee-based

performance slightly above guidance 2018(G): +/- $2.3B (~95% fee-based)

DCF/Common Share: $2.03

2017 Highlights Fee-Based Segments: ~12% growth

(2016 – 2017) Executing CAPEX Program, 4Q17 placed

into service: Diamond Pipeline Cactus I Expansion STACK JV Fort Sask (storage caverns)

Progressing Deleveraging Plan – reduced debt in 4Q17 by $1.5 billion

Improving fundamentals as we enter 2018, particularly in the Permian

Estimate ~14-15% growth in 2019 Fee-based Adj. EBITDA over 2018(G) level

--PAA Segment Adj. EBITDA--

Fee-based Segments (blue) Margin-based Segment (green)

($ billions)

(1) 2018(G) issued February 6, 2018 (2) 2018(G) reflects estimated average full-year 2018 Permian tariff volumes

2,197 2,466

2,761 2,963 3,219

~3,800

2,0002,2002,4002,6002,8003,0003,2003,4003,6003,8004,000

4Q16 1Q17 2Q17 3Q17 4Q17 2018(G)

--PAA Permian Basin Tariff Volumes--

~12%

+/-9%

(mb/d)

>1mmb/d increase 4Q16 – 4Q17

(1)

(2)


Looking Forward: PAA Focus Areas & Capabilities

Fundamental analysis and commercial intelligence supports strategic planning and identification of new opportunities

Large regional presence in key crude basins with emphasis on Permian Basin

Existing Permian franchise enables PAA to win new projects (e.g. Cactus II Pipeline, Sunrise Pipeline Extension & Loop)

System integration & optimization capabilities


15.6

12.2 11.2

5.4 4.9 4.8 4.6 3.5 3.3 3.4 3.9

- 2.0 4.0 6.0 8.0

10.0 12.0 14.0 16.0 18.0

U.S. SaudiArabia

Russia Iraq Canada China Iran UAE Kuwait Brazil Permian

2012 2017

U.S. Among World’s Top Liquids Producers 10 Countries Produce Nearly 70% of World Liquids Supply

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

(mmb/d)

Top 10 Liquids Producing Nations (incl. condensate, NGLs, biofuels & processing gains)

2017 Avg. World Liquids Production: ~98 mmb/d

US & Canada = >20 mmb/d

Permian Basin = Largest North American producing region

Source: EIA, BTU Analytics & PAA Estimates

70% of World Liquids Supply

(1)

U.S. 22%

Saudi Arabia 18%

Russia 16%

Iraq 8%

Canada 7%

China 7%

Iran 7%

UAE 5%

Kuwait 5%

Brazil 5%


Permian is the Leading Crude Oil Growth Basin Potential 5 Yr. Outlook – Total U.S. & Canada Oil Production to Grow ~3.9 mmb/d, Permian is >50% of Total

~+2mmb/d

-

1,000

2,000

3,000

4,000

5,000

Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22

Central Basin/Other Midland Basin Delaware Basin

Permian Basin Crude Oil Production (exc. NGL)

YE 2017: ~2.8 mmb/d

YE 2022: ~4.8 mmb/d

Permian Trends

+ Rig efficiency improving

+ Longer laterals

+ Bigger fracks

+ Wells more productive

= Positive Outlook

--Ring size illustrates magnitude of production growth --

Source: Drilling Info, PAA estimates

Note: Production data reflected on slide refers to crude oil only (1) Directional commentary based on upstream improvements realized over past several years

(1)

www.plainsallamerican.com NYSE: PAA & PAGP 9

1,200 1,105 1,168 1,213

1,267 1,386

1,433 1,533

1,616 1,753

1,879

2,030

2,231 2,383

2,540 2,631

2,768 2,880

1,000 1,200 1,400 1,600 1,800 2,000 2,200 2,400 2,600 2,800 3,000

Total DUCs

Permian Drove ~12% Fee-Based Growth at PAA in 2017; Significant Momentum Leading into 2018

YE 2016 – YE 2017: ~700mb/d Permian production growth

Overall volumes in-line with / slightly ahead of expectations outlined in May 2017 Investor Day

Intra-basin contributions varied

Represented >50% of U.S. lower 48 onshore production growth

Record level of Permian Drilled Uncompleted Wells (“DUC”)

20-25% of Permian DUCs reside on acreage dedicated to PAA assets

DUCs baseload 2018 completion activity

Expect overall completion rate to increase during 2018 (more frack spreads) & growth in DUC inventory to moderate/halt in 2H18

Reduced threshold breakeven oil price levels drive producer momentum into 2018

Improvements in technology, efficiency gains

Compressed differentials

Unit cost reductions

PAA’s Permian outlook: forecasting production to grow to 3.4 – 3.5mmb/d by YE 2018

# DUCs Total Permian DUCs

Total Permian Crude Oil Production

- 500

1,000 1,500 2,000 2,500 3,000 3,500 4,000

(mb/d)

Crude Oil Production

DUC inventory increased ~1,500 in past 12 months

Sources: Drilling Info; PAA Estimates; EIA data published 2/12/18

Directional impact of weather


$-

$20

$40

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$80

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$120

0

50

100

150

200

250

300

350

400

450

Feb-11 Feb-12 Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Feb-18

Permian Hz Rigs WTI ($)

Permian Basin Rig Activity Continues To Drive Majority of U.S. Unconventional Activity

(1) As of 2/12/18 (2) Current rig count as a % of 2014 peak rig count

Basin Hz Rigs¹ % Peak2

Delaware 217 Central Basin 18 Midland 148

Total Permian 383 109% Eagle Ford 79 37% Williston 50 28% STACK 65 118% DJ 22 38% Powder River 16 50% MidCon3 79 38% GC/Other 5 8%

Utica

18 43% Total Other 334 51%

U.S. Hz Rig Count 717 67%

~53% of U.S. HZ rigs currently operating in the Permian

*

Source: Drilling Info *Excludes rigs operating in gas basins

Permian Basin Hz Rigs vs WTI Price

383 HZ Rigs 351 HZ Rigs

(3) Excludes STACK


Top 15 Operators

July 2017 Rig Count

Feb. 2018 Rig Count

Pioneer 19 22 3

Exxon 14 22 8

Concho 18 19 1

EOG 16 17 1

Chevron 12 15 3

Apache 16 15 -1

Parsley 14 15 1

Diamondback 10 12 2

Oxy 12 11 -1

Cimarex 8 10 2

Anadarko 16 9 -7

Endeavor 7 9 2

SM Energy 4 9 5

Surge 7 8 1

Devon 6 8 2

Total 179 201 22

2018 Public Commentary (Direct Excerpts)

Exxon Mobil: “We are progressing plans to ramp up to around 36 operated rigs in the Permian and Bakken by year end, of which 30 will be in the Delaware and Midland basins.”

Chevron: “currently operating 16 rigs in the basin and plan to end this year with 20 company operated rigs.”

Source: Drilling Info., Company Presentations

Completions 2017 2018 % Growth

Pioneer 224 265 41 18%

Concho 211 244 33 16%

Diamondback 123 180 57 46%

Anadarko 97 160 63 65%

Parsley 126 160 34 27%

Cimarex 97 139 42 44%

Energen 108 125 17 16%

Devon 50 100 50 100%

Total 1,036 1,374 338 33%

*Does not imply that all rigs are on PAA acreage.

Leading Permian Producers Continue To Ramp Activity Going Into 2018


Wichita Falls

Longview

Shreveport

Nederland

Cushing to Broome

Caddo

Exports

Memphis

Diamond

Colorado City

Corpus Christi

McCamey

Crane

Driver

Jal Midland

Wink

Three Rivers Gardendale

Lyssy

Local Refiners

Cushing Hub

Corpus Christi Refiners

Cushing Supplied Refiners

Constructing Corpus dock for broader access to domestic and global

markets

Houston

Corsicana

Lake Charle

s

Anchorage

St. James

PAA’s Permian System: Unmatched Capacity & Interconnectivity Providing Flow Assurance & Access To Multiple Markets

Note: Illustrative map, only includes most significant PAA assets and select third party pipelines for context. Volume and asset data as of 12/31/17.

Permian Basin Assets / Activities

Transportation Volumes >2,800 mb/d

Lease Gathering Volumes >500 mb/d

Active Pipeline Miles >4,700

Crude Storage Capacity ~15 mmbls Permian

STACK JV

Gathering: ~2 mmb/d

Intra-basin: ~2 mmb/d

Long-Haul: ~1 mmb/d

PAA’s Capacity To Market

PAA Large-diameter Pipelines PAA Pipelines Under Construction PAA Potential Projects (identified) 3rd Party Export Pipelines PAA Facility PAA Rail Facility PAA Dock Facility 3rd Party Refinery

Legend

Orla


Note: Operable Capacity assumes average 22 of 24 hour day

Permian Production vs. Operable Pipeline Takeaway Capacity

PAA Projects: ~700 mb/d of incremental takeaway capacity via

Sunrise Extension and Cactus II

Source: Company Filings, PAA estimates, Drilling Info

Permian Growth Expected To Fill Existing Capacity & Drive Demand for New Takeaway Capacity (Permian is PAA’s largest asset concentration)

Pipeline Takeaway Capacity + Local Refining Demand

(red line)

Oil Production (grey area) PAA owns a significant amount of

Permian takeaway capacity


$1.4

$1.1

$0.6

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$0.4

$0.6

$0.8

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$1.4

$1.6

2016 2017 2018(G) 2019 Carryover

Executing Capital Program & Proceeding with Key Permian Growth Opportunities

New Permian takeaway projects drive increased 2018 CAPEX Cactus II - expect investment to be shared in

JV structure, to span +/-18 month timeframe

Sunrise Extension & Loop (Phases I & II)

Funding Plan for 2018 capital program: ~$600mm of retained cash flow

~$700mm of 2018 targeted asset sales*

$200mm of additional Series B preferred equity proceeds from Oct. 2017 issuance

Potential sources of additional funding, if needed: Additional asset sales, non-convertible

preferred equity, private-equity arrangements

2018 (G): Guidance as of February 6, 2018 2019 Carryover: Preliminary Forecast as of Feb 6, 2018; currently sanctioned and carried over into 2019 *Recently executed definitive agreements on three transactions representing a little over half of the targeted amount

($ billions)

~$1.4

+/-$0.55

2018 (G) Expansion Capital ($ millions)

2018(G) 2019

Carryover In-Service

Timing

Permian Takeaway $765 $370 1Q19 – 3Q19

Complementary Permian 375 100 1Q18 – 4Q19

Facilities (e.g. St. James, Ft. Sask) 50 0 2Q18 – 4Q18

Other Projects 210 80 1Q18 – 2019+

$1,400 $550

Note: Several 2016 projects carried over into 2017 (e.g. Diamond)

PAA Expansion Capital Summary


Permian is Key Focus Area for Incremental CAPEX Long-Haul Expansions Drive Volume Pull-through on Gathering & Intra-Basin Systems

Permian to Cushing Phase I (Sunrise Extension) – Colorado City to Wichita Falls Phase II (Sunrise Loop) – Midland to Colorado City segment

Permian to Corpus Cactus II Project – detailed on next slide

Other Complementary Projects Terminalling and Storage expansions (Wink & Midland) Well connection projects (Gathering & Intra-basin)

Phase I Colorado City to

Wichita Falls

Phase II Midland to

Colorado City

Source Hub Long-Haul Hub

Legacy PAA Pipelines

*Represents 2018(G) as of February 6, 2018 and estimated carryover CAPEX in 2019.

Cactus II Permian to

Corpus Christi

Permian Related

~80%

Other ~20%

2018/2019 Capital Program*

Primarily driven by 2 Projects:

Permian to Corpus (Cactus II)

Permian to Cushing (Sunrise)

ORLA


Announced 1/22/18: PAA Proceeding With Construction of Cactus II Pipeline System

Legacy PAA Pipelines Cactus II Project Cactus II Origination Point

Orla

Wink Midland

Crane

McCamey

Corpus Christi

Announcement Highlights: Sufficient third-party support received in initial open

season Project sanctioned and proceeding with construction

Overview: Plains to construct two new pipelines: Wink to McCamey

& McCamey to Corpus & interconnect with existing PAA infrastructure Origination: Orla, Wink, Midland, Crane & McCamey Destination flexibility via multiple docks in the Corpus

Christi / Ingleside area Permitting, ROW, & Procurement activities underway Incremental Pipeline Capacity: 585mb/d In-Service Target: 3Q19

Ingleside Cactus II Delivery Point


New Projects Underpinned by Recent MVCs Also Provide Incremental Capacity & Revenue Optimization Opportunities

Source Hub Long-Haul Hub

Capacity View in Late 2017

Today: Long-haul pipelines & certain intra-basin lines

are currently the near-term constraint within PAA’s Permian system

Existing system positions PAA to win new project opportunities and deploy capital efficiently

Future: Expanding PAA’s long-haul pipelines adds

significant capability & debottlenecks entire PAA Permian system Adding ~700mb/d of long-haul capability Enables volume pull-through on gathering

and intra-basin systems

+700mb/d long-haul

2019*: Targeted in-service timing as follows – Sunrise Extension/Loop: 1Q19; Cactus II: 3Q19 Note: Map color coding is for illustrative purposes and incorporates PAA estimates for MVC commitments on PAA assets and PAA estimates for Permian production growth

Expected Capacity View in Late 2019*

ORLA ORLA


Key Takeaways

Long-term view for the crude oil sector is strong World needs US production; Permian Basin will be a key driver

Infrastructure is critical to domestic & international value chain

PAA’s system is well positioned to serve the industry’s needs: Operational reliability / Flow assurance Access to multiple markets Quality management

PAA intensely focused on execution initiatives: Deleveraging plan Asset optimization and operational excellence System capabilities and new growth opportunities

PAA is well positioned for growth


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