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United States securities and exchange commission logo
June 8, 2022
Willie Chiang
Chairman and Chief Executive Officer
Plains GP Holding, L.P.
333 Clay Street
Suite 1600
Houston, TX 77002
Re: Plains GP Holdings,
L.P.
Form 10-K for
Fiscal Year Ended December 31, 2021
Filed March 1, 2022
File No. 001-36132
Dear Mr. Chiang:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K filed March 1, 2022
Risk Factors, page 44
1. We note your disclosure
on page 30 of your Form 10-K regarding increasing litigation
risks for oil and
natural gas exploration and production companies related to the effects of
global warming. Please
also disclose any material litigation risks you face related to
climate change and
explain the potential impact to the company.
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
73
2. We note your 2020
Sustainability Report reflects that you have adopted innovative
technologies to
increase efficiencies and reduce GHG emissions. Revise your disclosure
to identify any
material past and/or future capital expenditures for climate-related projects
or tell us why you
believe they are not material to your operations. Please provide
Willie Chiang
FirstName LastNameWillie Chiang
Plains GP Holding, L.P.
Comapany
June 8, 2022NamePlains GP Holding, L.P.
June 8,
Page 2 2022 Page 2
FirstName LastName
quantitative information for each of the periods for which financial
statements are
presented in your Form 10-K and for any future periods as part of your
response.
3. To the extent material, discuss the indirect consequences of
climate-related regulation or
business trends, such as increased competition to develop innovative
new services that
result in lower emissions.
4. We note your disclosure on page 31 of your Form 10-K regarding the
impact of the
physical effects of climate change. If material, discuss the physical
effects of climate
change on your operations and results in greater detail. This
disclosure may include the
following:
quantification of material weather-related damages to your
property or operations,
including any damages as a result of hurricanes or tropical
storms in the U.S. Gulf
Coast and/or extreme weather events such as Winter Storm Uri;
potential for indirect weather-related impacts that have
affected or may affect your
major customers or suppliers; and
any weather-related impacts on the cost or availability of
insurance.
Your response should include quantitative information for each of the
periods for which
financial statements are presented in your Form 10-K and explain
whether changes are
expected in future periods.
5. We note your disclosures on pages 29-32 of your Form 10-K regarding
compliance with
environmental laws and regulations, including those relating to
climate change. Please
tell us about and quantify compliance costs related to climate change
for each of the
periods covered by your Form 10-K and whether increased amounts are
expected to be
incurred in future periods.
6. We note you disclosure on page 29 of your Form 10-K that you have
purchased
compliance instruments for GHG emissions in California since 2013 and
on page 33 of
your Form 10-K that you are required to purchase GHG emission credits
and submit
annual compliance reports under Nova Scotia s and Quebec s cap and
trade programs. If
material, please expand your disclosure to discuss in greater detail
any purchase or sale of
carbon credits or offsets and the effects on your business, financial
condition, and results
of operations. Please ensure you provide quantitative information with
your response for
each of the periods for which financial statements are presented in
your Form 10-K and
for any future periods.
General
7. We note that you provided more expansive disclosure in your 2020
Sustainability Report
than you provided in your SEC filings. Please advise us what
consideration you gave to
providing the same type of climate-related disclosure in your SEC
filings as you provided
in your 2020 Sustainability Report.
Willie Chiang
Plains GP Holding, L.P.
June 8, 2022
Page 3
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or
Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
FirstName LastNameWillie Chiang Sincerely,
Comapany NamePlains GP Holding, L.P.
Division of
Corporation Finance
June 8, 2022 Page 3 Office of Energy &
Transportation
FirstName LastName