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NGL Business Divestment Establishing Midstream Crude Oil “Pure Play” June 17, 2025
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2 Forward-Looking Statements & Non-GAAP Financial Measures Disclosure ▪ Except for the historical information contained herein, the matters discussed in this presentation consist of forward-looking statements including, but not limited to, statements regarding the proposed transaction with Keyera and the terms, timing and anticipated operational, financial and strategic benefits thereof. There are a number of 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: changes in or disruptions to economic, market or business conditions; substantial declines in commodity prices or demand for crude oil and NGL; third-party constraints; legal constraints (including the impact of governmental regulations, orders or policies); fluctuations in the currency exchange rate of the Canadian dollar to the United States dollar; unforeseen delays with respect to the receipt of regulatory approvals and completion of other closing conditions; and other factors and uncertainties inherent in transactions of the type discussed herein or in our business as discussed in PAA’s and PAGP’s filings with the Securities and Exchange Commission. ▪ This presentation also contains non-GAAP financial measures relating to PAA, such as Adjusted EBITDA attributable to PAA, Implied DCF and Adjusted Free Cash Flow measures. 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.plains.com, navigate to the “Financials” tab, then click on “Quarterly Results.” 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” without unreasonable effort. Definitions for certain non-GAAP financial measures and other terms used throughout this presentation are included in the appendix. Investor Contacts Blake Fernandez Vice President, Investor Relations Blake.Fernandez@plains.com Michael Gladstein Director, Investor Relations Michael.Gladstein@plains.com Investor Relations 866-809-1291 plainsIR@plains.com
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3 2025(G): Furnished May 9, 2025. Note: All figures in USD unless otherwise noted. Assumed USD/CAD exchange rate of 1.37x. Transa ction expected to close in the first quarter of 2026 and is subject to customary closing conditions, including regulatory app rovals. (1) The estimated one-time distribution is intended to offset a significant portion of potential individual tax liabilities associated with the transaction (if any) and is subject to Board approval, ultimate tax implications and successful closing of the transaction. Inv estors should consult a tax advisor. Establishes premier North American crude oil midstream entity Transaction Highlights Streamlining Opportunities Sustainable costs, capital and tax savings Improves Cash Flow Durability Reduces commodity related earnings, seasonality and working capital needs Enhances Financial Flexibility Executing on existing capital allocation framework $5.15 Billion CAD Total cash consideration (~$3.75 Billion USD) ~$3.0 Billion USD Proceeds after taxes, transaction expenses and special distribution(1) Attractive Valuation ~8.5x 2025(G) EBITDA and ~13x 2025(G) DCF Bolt-on M&A Continuing to advance accretive and synergistic opportunities Capital Structure Optimization Opportunistic preferred / common unit repurchases ~$0.35/Unit Potential Special Distribution (Intended to offset significant portion of individual taxes(1)) Transaction Highlights Strategic Benefits Capital Allocation
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4 2025(G): Furnished May 9, 2025. Note: All figures in USD unless otherwise noted. Assumed USD/CAD exchange rate of 1.37x . (1) The estimated one-time distribution is intended to offset a significant portion of potential individual tax liabilities associated with the transaction (if any) and is subject to Board approval, ultimate tax implications and successful closing of the transaction. Summary of Key Transaction Terms Total cash consideration of approximately $5.15 Billion CAD or $3.75 Billion USD o Implied ~8.5x 2025(G) EBITDA multiple and implied ~13x 2025(G) DCF multiple Expect approximately $3.0 Billion of proceeds after taxes, expenses and a special one-time distribution(1) o Taxes: ~$360 million, Potential Special Distribution: ~$250 million or ~$0.35/unit and Transaction Expenses: ~$80 million Transaction Overview Executed definitive agreements with Keyera pursuant to which Plains will sell substantially all its NGL business to Keyera o Transaction has been approved by the Board of Directors of both Plains and Keyera Excludes select U.S. NGL assets including San Pedro, Bumstead, Tampa & Shafter Purchase Price Closing Timeline Expected to close in the first quarter of 2026, subject to customary closing conditions, including regulatory approvals
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5 Transaction improves cash flow durability Reduces both commodity-based earnings and working capital needs o Status quo NGL segment Adj. EBITDA is ~55% commodity based(1) Reduces earnings/cash flow seasonality High Grading Free Cash Flow Profile Improving long-term excess cash flow conversion & durability Note: All figures in USD unless otherwise noted. $ in millions. (1) Adj. EBTIDA attributable to PAA. Aligns with midpoint of 2025 guidance. (2) Includes approximately $120MM of Canadian taxes, $400MM of growth capital and $240MM of maintenance capital. (3) Excess cash flow conversion calculated as EBITDA less maintenance less growth capex less taxes. Excludes interest and capital/proceeds from acquisition & divestiture activity. (4) Includes approximately $290MM of growth capital and $170MM of maintenance capital. ( 5) Pro-forma estimates reflective of 2025(G) reduced for divested assets. (6) Aligns with 2025 guidance for divested assets. MinimumVolumeCom m itm ent Acreage Dedication CommodityRelated DurableMovements 80% of 2025(G) Adj. EBITDA(1) from fee for service Cash Flow Conversion Durability of Cash Flows Status Quo Pro Forma Improves "excess cash conversion” of the asset base Disproportionate cash outlay for Canadian NGL assets(6): o Divested NGL Adj. EBITDA: ~$440mm / ~15% of total o Maintenance capital: ~$70mm / ~30% of total o Taxes: ~$80mm / ~70% of total o Investment capital: ~$110mm / ~30% of total Restructuring Canadian oil assets shields corporate tax obligation for the next several years o 2025 estimate: ~$40mm / remaining 30% of total ~$2,435 EBITDA(5) 2025 2025 ~$460(4): Capex ~80% EXCESS CASH FLOW CONVERSION(3) PF - 2025(5) 85% of PF – 2025(5) Adj. EBITDA(1) from fee for service MinimumVolumeCom m itm ent Acreage Dedication Commodity Related DurableMovements ~$2,875 EBITDA(1) 2025 2025 ~70% EXCESS CASH FLOW CONVERSION(3) ~$760(2): Capex + Taxes 2025(G)
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6 Executing on Existing Capital Allocation Framework Note: All figures in USD unless otherwise noted. (1) 300 to 500 basis points above Plains weighted average cost of capital. (2) Based on Series A / Series B par values. Series A callable at 110% of par ($26.25). Series B callable at par ($1,000). Creates optionality to drive long-term value through returns-based approach Risk Adj. Returns ~13% - 15% return threshold(1) Accretive to Plan Enhances existing financial profile Highly Complementary Synergistic & pull-through benefits Continue to Progress Bolt-on M&A Framework Series A Preferred ~$1.5 Billion(2) fixed at 9.375% Series B Preferred ~$800 Million(2) at SOFR + 437 bps Financial Optionality Evaluated against other alternatives Series A/B Preferred Unit Repurchases Opportunistic Common Unit Repurchases ~$200 Million Unit repurchase program Remain Opportunistic Evaluated against other alternatives Buyback Accretion Driving DCF/unit accretion
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7 More Resilient / Durable Cash Flow Stream Reduces commodity exposure, seasonality & working capital requirements NGL Transaction Checks All the Boxes 2025(G): Furnished May 9, 2025. Establishes Premier Midstream Crude Oil “Pure Play” Opportunities to streamline costs, taxes & capital Enhances Free Cash Flow Profile Strengthens “excess cash conversion” Provides Significant Financial Flexibility Creates optionality to redeploy capital & execute capital allocation framework Attractive Valuation ~8.5x 2025(G) EBITDA & ~13x 2025(G) Distributable Cash Flow (DCF)
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NGL Business Divestment Establishing Midstream Crude Oil “Pure Play” June 17, 2025