Plains GP Holdings LP

11/09/2026 | Press release | Distributed by Public on 11/09/2026 05:01

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
The following discussion is intended to provide investors with an understanding of our financial condition and results of our operations and should be read in conjunction with our historical Consolidated Financial Statements and accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations as presented in our 2025 Annual Report on Form 10-K. For more detailed information regarding the basis of presentation for the following financial information, see the Condensed Consolidated Financial Statements and related notes that are contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Our discussion and analysis includes the following:
•Executive Summary
•Results of Operations
•Liquidity and Capital Resources
•Recent Accounting Pronouncements
•Forward-Looking Statements
Executive Summary
Company Overview
We are a publicly-traded Delaware limited partnership that has elected to be taxed as a corporation for United States federal income tax purposes. As of September 30, 2026, our sole cash-generating assets consisted of an approximate 85% limited partner interest in AAP. We also own a 100% managing member interest in GP LLC, which holds the non-economic general partner interest in AAP. As of September 30, 2026, AAP directly owned a limited partner interest in PAA through its ownership of approximately 233.0 million PAA common units (approximately 33% of PAA's total outstanding common units). AAP is the sole member of PAA GP, which holds the non-economic general partner interest in PAA.
PAA's business model integrates large-scale supply aggregation capabilities with the ownership and operation of critical midstream infrastructure systems that connect major producing regions to key demand centers and export terminals. As one of the largest crude oil midstream service providers in North America, PAA owns an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil producing basins (including the Permian Basin) and transportation corridors and at major market hubs in the United States and Canada. PAA's assets and the services it provides are primarily focused on crude oil.
Sale of Canadian NGL Business
On May 12, 2026, we completed the sale of our Canadian NGL Business, pursuant to a definitive SPA with Keyera entered into on June 17, 2025. We determined that in conjunction with entering into the SPA, the operations of the Canadian NGL Business met the criteria for classification as held for sale and for discontinued operations reporting, as the sale represented a strategic shift that had a major effect on our operations and financial results. See Note 1 and Note 2 to our Condensed Consolidated Financial Statements for additional information.
Unless otherwise indicated, the discussion below relates to our continuing operations and excludes amounts related to discontinued operations.
Segment Change
During the third quarter of 2026, we effected changes in the primary financial information provided to our CODM (our Chief Executive Officer) for assessing performance and allocating resources. As a result, we now present one single, consolidated operating and reportable segment. Prior to the third quarter of 2026, we had defined our operating and reportable segments as Crude Oil and NGL. See Note 11 to our Condensed Consolidated Financial Statements for further discussion of segment information.
In connection with this change, during the third quarter of 2026, the primary measures used by our CODM to evaluate segment performance were also updated to Net income and Adjusted EBITDA attributable to PAA. See the "-Non-GAAP Financial Measures" section below for our definition of Adjusted EBITDA attributable to PAA. All segment data and related disclosures for earlier periods presented herein have been recast to reflect the new segment reporting structure.
Overview of Operating Results
Our operations generally consist of gathering and transporting crude oil using pipelines (including gathering systems), trucks and, at times, on barges or railcars, in addition to providing terminalling, storage and other related services utilizing our integrated assets across the United States and Canada. Our assets provide services to third parties as well as to our merchant activities. Our merchant activities include the purchase of crude oil supply and the movement of this supply on our assets or third-party assets to sales locations, including our terminals, third-party connecting carriers, regional hubs or to refineries. Our merchant activities are governed by our risk management policies.
We generate revenue through a combination of tariffs, pipeline capacity agreements and other transportation fees, month-to-month and multi-year storage and terminalling agreements and the sale of gathered and bulk-purchased crude oil. Tariffs and other fees on our pipeline systems are typically based on volumes transported and vary by receipt point and delivery point. Fees for our terminalling and storage services are based on capacity leases and throughput volumes. Generally, results from our merchant activities are impacted by (i) increases or decreases in our lease gathering crude oil purchases volumes and (ii) volatility in commodity price differentials, particularly grade and location differentials, as well as time spreads.
We recognized net income of $2.469 billion for the nine months ended September 30, 2026 compared to net income of $1.279 billion for the first nine months of 2025. See the "-Results of Operations" section below for discussion of significant drivers of our results from continuing operations.
Results of Operations
Consolidated Results
The following table sets forth an overview of our consolidated financial results calculated in accordance with GAAP (in millions, except per share data):
Three Months Ended September 30, Variance Nine Months Ended
September 30, 		Variance
2026 2025 $ % 2026 2025 $ %
Product sales revenues $ 14,700 $ 11,150 $ 3,550 32 % $ 43,946 $ 32,389 $ 11,557 36 %
Services revenues 473 428 45 11 % 1,388 1,309 79 6 %
Purchases and related costs (14,030) (10,585) (3,445) (33) % (42,078) (30,862) (11,216) (36) %
Field operating costs (306) (288) (18) (6) % (934) (873) (61) (7) %
General and administrative expenses (79) (84) 5 6 % (275) (255) (20) (8) %
Depreciation and amortization (235) (230) (5) (2) % (721) (696) (25) (4) %
Gains/(losses) on asset sales, asset impairments and other, net (8) 92 (100) (109) % (14) 64 (78) (122) %
Equity earnings in unconsolidated entities 85 96 (11) (11) % 263 292 (29) (10) %
Gain on/(impairment of) investments in unconsolidated entities, net (68) - (68) N/A (68) 31 (99) (319) %
Interest expense, net (116) (112) (4) (4) % (395) (330) (65) (20) %
Other income/(expense), net 4 (9) 13 144 % 13 5 8 160 %
Income tax expense from continuing operations
(28) (30) 2 7 % (244) (76) (168) (221) %
Income from continuing operations, net of tax
392 428 (36) (8) % 881 998 (117) (12) %
Income from discontinued operations, net of tax (1)
40 76 (36) (47) % 1,588 281 1,307 465 %
Net income
432 504 (72) (14) % 2,469 1,279 1,190 93 %
Net income attributable to noncontrolling interests
(364) (421) 57 14 % (1,993) (1,081) (912) (84) %
Net income attributable to PAGP
$ 68 $ 83 $ (15) (18) % $ 476 $ 198 $ 278 140 %
Basic net income/(loss) per Class A share:
Continuing operations $ (0.22) $ 0.31 $ (0.53) (171) % $ (0.35) $ 0.60 $ (0.95) (158) %
Discontinued operations 0.06 0.11 (0.05) (45) % 2.25 0.40 1.85 463 %
Basic net income/(loss) per Class A share $ (0.16) $ 0.42 $ (0.58) (138) % $ 1.90 $ 1.00 $ 0.90 90 %
Basic weighted average Class A shares outstanding 198 198 - - % 198 198 - - %
Diluted net income/(loss) per Class A share:
Continuing operations $ (0.22) $ 0.31 $ (0.53) (171) % $ (0.35) $ 0.60 $ (0.95) (158) %
Discontinued operations 0.06 0.10 (0.04) (40) % 2.25 0.39 1.86 477 %
Diluted net income/(loss) per Class A share $ (0.16) $ 0.41 $ (0.57) (139) % $ 1.90 $ 0.99 $ 0.91 92 %
Diluted weighted average Class A shares outstanding 198 233 (35) (15) % 198 233 (35) (15) %
(1)See Note 2 to our Condensed Consolidated Financial Statements for a reconciliation of the line items comprising income from discontinued operations, net of tax.
Operating Data
Three Months Ended
September 30, 		Variance Nine Months Ended
September 30, 		Variance
Average Volumes 2026 2025 Volumes % 2026 2025 Volumes %
Crude oil pipeline tariff (by region) (1) (2)
Permian Basin
8,071 7,490 581 8 % 7,965 7,196 769 11 %
South Texas / Eagle Ford
505 538 (33) (6) % 515 524 (9) (2) %
Mid-Continent
578 564 14 2 % 543 506 37 7 %
Gulf Coast
187 227 (40) (18) % 212 220 (8) (4) %
Rocky Mountain
470 449 21 5 % 474 484 (10) (2) %
Western
353 283 70 25 % 325 273 52 19 %
Canada
343 332 11 3 % 348 342 6 2 %
Total crude oil pipeline tariff 10,507 9,883 624 6 % 10,382 9,545 837 9 %
(1)Average daily volumes in thousands of barrels per day calculated as the total volumes (attributable to our interest for assets owned by unconsolidated entities or through undivided joint interests) for the period divided by the number of days in the period. Volumes associated with acquisitions represent total volumes for the number of days we actually owned the assets divided by the number of days in the period.
(2)Includes volumes (attributable to our interest) from assets owned by unconsolidated entities.
Continuing Operations
The following discussion of our results of operations focuses on PAA's continuing operations.
Revenues and Purchases
Fluctuations in our revenues and purchases and related costs are primarily associated with our merchant activities and are generally explained by changes in commodity prices and the impact of gains and losses related to derivative instruments used to manage our commodity price exposure. Because both product sales revenues and purchases and related costs are generally based off of the same pricing indices, the market price of the commodities will not necessarily have an impact on the absolute margins related to those sales and purchases.
A majority of our crude oil sales and purchases are indexed to the prompt month price of the NYMEX Light, Sweet crude oil futures contract ("NYMEX Price"). The following table presents the range of the NYMEX Price over the last two years (in dollars per barrel):
NYMEX Price
Low High Average
Three Months Ended September 30, 2026 $ 67 $ 107 $ 86
Three Months Ended September 30, 2025 $ 62 $ 70 $ 65
Nine Months Ended September 30, 2026 $ 56 $ 119 $ 84
Nine Months Ended September 30, 2025 $ 57 $ 80 $ 67
Product sales revenues (including the impact of derivative mark-to-market valuations) and purchases increased for the three and nine months ended September 30, 2026 compared to the same periods in 2025 primarily due to higher commodity prices and crude oil sales volumes in the 2026 periods.
Services revenues for the three and nine months ended September 30, 2026 increased compared to the same periods in 2025 primarily due to the impact of our acquisition of the Cactus III pipeline in the fourth quarter of 2025, partially offset by the impact from certain Permian long-haul pipeline contract rates resetting to market during 2025.
Field Operating Costs
Field operating costs increased for the three and nine months ended September 30, 2026 compared to the same periods in 2025. The 2026 periods were primarily impacted by recently completed acquisitions, with recurring period-over-period cost increases being driven by (i) higher volumes, (ii) higher property taxes and (iii) higher environmental remediation costs, all partially offset by (iv) lower employee-related costs associated with the divestiture of certain trucking operations.
General and Administrative Expenses
The increase in general and administrative expenses for the nine months ended September 30, 2026 compared to the same period in 2025 was primarily due to the acceleration of certain expenses during the second quarter of 2026 resulting from exit costs associated with the Canadian NGL Business. This increase was partially offset by the impact of (i) lower information systems costs in the 2026 periods primarily due to the completion of certain systems conversion and integration work in the second quarter of 2025 and (ii) the recognition in the 2025 period of acquisition-related transaction costs. The exit costs associated with the Canadian NGL Business are excluded from our Non-GAAP, adjusted results. See "Non-GAAP Financial Measures" below for additional information.
Depreciation and Amortization
The increase in depreciation and amortization for the nine months ended September 30, 2026 compared to the same period in 2025 was largely driven by recently completed acquisitions.
Gains/Losses on Asset Sales, Asset Impairments and Other, Net
In anticipation of the closing of the sale of the Canadian NGL Business, which was completed on May 12, 2026, we entered into a deal-contingent forward currency instrument to hedge the currency exchange risk associated with the sale in CAD. The 2026 and 2025 periods presented were impacted by the mark-to-market of this instrument. See Note 8 to our Condensed Consolidated Financial Statements for additional information regarding this instrument and our derivatives and hedging activities. See Note 2 to our Condensed Consolidated Financial Statements for additional information regarding the sale of the Canadian NGL Business. In addition, the 2026 periods were impacted by net losses on certain other asset divestitures.
Equity Earnings
Equity earnings in unconsolidated entities decreased for the three and nine months ended September 30, 2026 primarily due to the impact of long-haul contract rates on certain of our investments resetting to market in 2025.
Gain on/Impairment of Investments in Unconsolidated Entities, Net
In the third quarter of 2026, we recognized an impairment loss of $68 million due to changes in market conditions and expectations regarding future cash flows and value for one of our equity method investments. See Note 12 to our Condensed Consolidated Financial Statements for additional information.
In the first quarter of 2025, we recognized a gain of $31 million related to our acquisition of the remaining 50% interest in Cheyenne Pipeline LLC through a non-monetary transaction.
Interest Expense, Net and Other Income, Net
The following table summarizes the components impacting Interest expense, net (in millions):
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2026 2025 2026 2025
Interest expense on borrowings (1)
$ 118 $ 116 $ 400 $ 339
Capitalized interest (2) (4) (5) (9)
$ 116 $ 112 $ 395 $ 330
(1)The increase in interest expense for the nine-month 2026 period compared to the same period in 2025 was primarily driven by higher weighted-average third-party debt outstanding in the 2026 period. See Note 6 to our Condensed Consolidated Financial Statements for additional information regarding our outstanding debt.
Other Income/(Expense), Net
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2026 2025 2026 2025
Net gain/(loss) on foreign currency revaluation (1)
$ - $ (15) $ 3 $ (13)
Contingent consideration fair value adjustment (2)
(5) - (11) -
Other
9 6 21 18
$ 4 $ (9) $ 13 $ 5
(1)The activity during the periods presented was primarily related to the impact from the change in the CAD to USD exchange rate on the portion of our intercompany net investment that is not long-term in nature.
(2)Represents the change in the estimated fair value during the period of certain potential earnout payments primarily associated with our Cactus III acquisition.
Income Tax Expense from Continuing Operations
The net unfavorable income tax variance from continuing operations for the nine months ended September 30, 2026 compared to the same period in 2025 was primarily due to higher earnings, including higher PAA earnings attributable to PAGP. In addition, tax impacts from certain planning and restructuring activities within our organizational structure in connection with the Canadian NGL Business divestiture, which included (i) current income tax expense of $311 million as a result of basis recapture and capital gains taxed at the applicable rates and withholding taxes on distributions, (ii) a partially offsetting $217 million deferred tax benefit primarily resulting from the transfer of the crude oil assets from PMC ULC to PCLP and (iii) current income tax expense of approximately $95 million primarily related to withholding taxes on distributions. These unfavorable impacts were partially offset by lower income within our Canadian operations as impacted by fluctuations of derivative mark-to-market valuations. See Note 2 to our Condensed Consolidated Financial Statements for additional information regarding the Canadian NGL Business divestiture.
Non-GAAP Financial Measures
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. The primary additional measures used by management are Adjusted EBITDA and Adjusted EBITDA attributable to PAA.
Our definition and calculation of certain non-GAAP financial measures may not be comparable to similarly-titled measures of other companies. Adjusted EBITDA and Adjusted EBITDA attributable to PAA are reconciled to Net Income, the most directly comparable measures as reported in accordance with GAAP, and should be viewed in addition to, and not in lieu of, our Condensed Consolidated Financial Statements and accompanying notes.
Non-GAAP Financial Performance Measures
Adjusted EBITDA is defined as earnings before (i) interest expense, (ii) income tax (expense)/benefit, (iii) depreciation and amortization (including our proportionate share of depreciation and amortization, including write-downs related to cancelled projects and impairments, of unconsolidated entities), (iv) gains and losses on asset sales, asset impairments and other, net, (v) gains on/impairments of investments in unconsolidated entities, net and adjusted for (vi) certain selected items impacting comparability. Adjusted EBITDA attributable to PAA excludes the portion of Adjusted EBITDA that is attributable to noncontrolling interests in consolidated joint venture entities.
From June 17, 2025, the date we entered into the SPA with Keyera to sell the Canadian NGL Business, through the closing of the divestiture on May 12, 2026, management reviewed such business as a component of our overall company performance and ability to fund distributions to our unitholders in the near term. As such, certain Non-GAAP financial performance measures, such as Adjusted EBITDA and Adjusted EBITDA attributable to PAA are presented on a consolidated basis (i.e., the aggregate of continuing operations and discontinued operations) to provide relevant and useful information regarding our historical performance and results of operations and to assist in reconciling results presented in historical periods.
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 operating performance, (ii) provide investors with the same financial analytical framework upon which management bases financial, operational, compensation and planning/budgeting decisions and (iii) present 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, (a) 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, (b) long-term inventory costing adjustments, (c) charges for obligations that are expected to be settled with the issuance of equity instruments, (d) items that are not indicative of our operating results and/or (e) other items that we believe should be excluded in understanding our 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 Condensed Consolidated Financial Statements. 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. We have defined all such items as "selected items impacting comparability." 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, divestitures, investment capital projects and numerous other factors as discussed, as applicable, in "-Overview of Operating Results."
The following table sets forth the reconciliation of the non-GAAP financial performance measures Adjusted EBITDA and Adjusted EBITDA attributable to PAA to Net Income (in millions):
Three Months Ended
September 30, 		Variance Nine Months Ended
September 30, 		Variance
2026 2025 $ % 2026 2025 $ %
Net income $ 432 $ 504 $ (72) (14) % $ 2,469 $ 1,279 $ 1,190 93 %
Less: Income from discontinued operations, net of tax (40) (76) 36 47 % (1,588) (281) (1,307) (465) %
Income from continuing operations, net of tax 392 428 (36) (8) % 881 998 (117) (12) %
Interest expense, net
116 112 4 4 % 395 330 65 20 %
Income tax expense
28 30 (2) (7) % 244 76 168 221 %
Depreciation and amortization
235 230 5 2 % 721 696 25 4 %
(Gains)/losses on asset sales, asset impairments and other, net
8 (92) 100 109 % 14 (64) 78 122 %
(Gain on)/impairment of investments in unconsolidated entities, net
68 - 68 N/A 68 (31) 99 319 %
Depreciation and amortization of unconsolidated entities (1)
22 21 1 5 % 63 62 1 2 %
Unallocated general and administrative expenses (2)
1 1 - - % 5 4 1 25 %
Selected Items Impacting Comparability:
Derivative activities and inventory valuation adjustments (3)
25 (30) 55 ** 81 (2) 83 **
Long-term inventory costing adjustments (4)
(72) 10 (82) ** (118) 27 (145) **
Deficiencies under minimum volume commitments, net (5)
9 (6) 15 ** (27) (21) (6) **
Equity-indexed compensation expense (6)
11 10 1 ** 30 28 2 **
Foreign currency revaluation (7)
1 12 (11) ** (15) 19 (34) **
Contingent consideration fair value adjustment (8)
5 - 5 ** 11 - 11 **
Impact from exit of Canadian NGL Business (9)
(2) - (2) ** 33 - 33 **
Transaction-related expenses (10)
- - - ** - 7 (7) **
Selected Items Impacting Comparability - Adjusted EBITDA
(23) (4) (19) ** (5) 58 (63) **
Adjusted EBITDA attributable to discontinued operations (11)
- 80 (80) (100) % 191 370 (179) (48) %
Adjusted EBITDA
$ 847 $ 806 $ 41 5 % $ 2,577 $ 2,499 $ 78 3 %
Adjusted EBITDA attributable to noncontrolling interests in consolidated joint ventures (12)
(136) (137) 1 1 % (398) (404) 6 1 %
Adjusted EBITDA attributable to PAA $ 711 $ 669 $ 42 6 % $ 2,179 $ 2,095 $ 84 4 %
** Indicates that variance as a percentage is not meaningful.
(1)We exclude our proportionate share of the depreciation and amortization expense (including write-downs related to cancelled projects and impairments) of unconsolidated entities when reviewing Adjusted EBITDA, similar to our consolidated assets.
(2)Represents general and administrative expenses incremental to those of PAA, which are not included in the calculation of Adjusted EBITDA attributable to PAA and are excluded in the non-GAAP financial performance measures utilized by management.
(3)We use derivative instruments for risk management purposes and our related processes include specific identification of hedging instruments to an underlying hedged transaction. Although we identify an underlying transaction for each derivative instrument we enter into, there may not be an accounting hedge relationship between the instrument and the underlying transaction. In the course of evaluating our results, we identify differences in the timing of earnings from the derivative instruments and the underlying transactions and exclude the related gains and losses in determining Adjusted EBITDA attributable to PAA such that the earnings from the derivative instruments and the underlying transactions impact Adjusted EBITDA attributable to PAA in the same period. In addition, we exclude gains and losses on derivatives that are related to (i) investing activities, such as the purchase of linefill, and (ii) purchases of long-term inventory. We also exclude the impact of corresponding inventory valuation adjustments, as applicable.
(4)We carry inventory that is comprised of minimum working inventory requirements in third-party assets and other working inventory that is needed for our commercial operations. We consider this inventory necessary to conduct our operations and we intend to carry this inventory for the foreseeable future. Therefore, we classify this inventory as long-term on our balance sheet and do not hedge the inventory with derivative instruments (similar to linefill in our own assets). We exclude the impact of changes in the average cost of the long-term inventory (that result from fluctuations in market prices) and write-downs of such inventory that result from price declines from Adjusted EBITDA attributable to PAA.
(5)We, and certain of our equity method investees, have certain agreements that require counterparties to deliver, transport or throughput a minimum volume over an agreed upon period. Substantially all of such agreements were entered into with counterparties to economically support the return on capital expenditure necessary to construct the related asset. Some of these agreements include make-up rights if the minimum volume is not met. We record a receivable from the counterparty in the period that services are provided or when the transaction occurs, including amounts for deficiency obligations from counterparties associated with minimum volume commitments. If a counterparty has a make-up right associated with a deficiency, we defer the revenue attributable to the counterparty's make-up right and subsequently recognize the revenue at the earlier of when the deficiency volume is delivered or shipped, when the make-up right expires or when it is determined that the counterparty's ability to utilize the make-up right is remote. We include the impact of amounts billed to counterparties for their deficiency obligation, net of applicable amounts subsequently recognized into revenue or equity earnings, as a selected item impacting comparability. Our CODM views the inclusion of the contractually committed revenues associated with that period as meaningful to Adjusted EBITDA attributable to PAA as the related asset has been constructed, is standing ready to provide the committed service and the fixed operating costs are included in the current period results.
(6)Our total equity-indexed compensation expense includes expense associated with awards that will be settled in units and awards that will be settled in cash. The awards that will be settled in units are included in PAA's diluted net income per unit calculation when the applicable performance criteria have been met. We exclude compensation expense associated with these awards in determining Adjusted EBITDA attributable to PAA as the dilutive impact of the outstanding awards is included in PAA's diluted net income per unit calculation, as applicable. The portion of compensation expense associated with awards that will be settled in cash is not excluded in determining Adjusted EBITDA attributable to PAA. See Note 18 to our Consolidated Financial Statements included in Part IV of our 2025 Annual Report on Form 10-K for a discussion regarding our equity-indexed compensation plans.
(7)During the periods presented, there were fluctuations in the value of CAD to USD, resulting in the realization of foreign exchange gains and losses on the settlement of foreign currency transactions as well as the revaluation of monetary assets and liabilities denominated in a foreign currency. These gains and losses are not integral to our core operating performance and were therefore excluded in determining Adjusted EBITDA attributable to PAA.
(8)We agreed to potential earnout payments associated with recently completed acquisitions, primarily our Cactus III acquisition. We do not consider the non-cash change in the estimated fair value of such earnout payments as integral to our core operating performance, and we therefore exclude the change in determining Adjusted EBITDA attributable to PAA.
(9)Represents the acceleration of certain general and administrative expenses associated with exit activities related to the Canadian NGL Business divestiture in May 2026. Such costs are not integral to our core operating performance and were therefore excluded in determining Adjusted EBITDA attributable to PAA. See Note 2 to our Condensed Consolidated Financial Statements for additional information regarding the Canadian NGL Business divestiture.
(10)Primarily related to deal-specific costs incurred during the periods presented. Such costs are not integral to our core operating performance and were therefore excluded in determining Adjusted EBITDA attributable to PAA.
(11)Reflects amounts attributable to discontinued operations in the calculation of Adjusted EBITDA attributable to PAA. See the table below for a reconciliation to the most directly comparable measure as reported in accordance with GAAP.
(12)Reflects amounts attributable to noncontrolling interests in the Permian JV, Cactus II and Red River.
The following tables set forth the reconciliation of the non-GAAP financial performance measures Adjusted EBITDA attributable to Discontinued Operations to Income from Discontinued Operations, Net of Tax (in millions):
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2026 2025 2026 2025
Income from discontinued operations, net of tax $ 40 $ 76 $ 1,588 $ 281
Income tax expense from discontinued operations - 27 77 96
Depreciation and amortization from discontinued operations - - - 57
(Gains)/losses on asset sales, net from discontinued operations (40) 2 (1,645) 15
Adjustments attributable to discontinued operations:
Derivative activities and inventory valuation adjustments - (18) 186 (73)
Long-term inventory costing adjustments - 4 (4) 3
Rail fleet amortization expense related to discontinued operations (1)
- (10) (11) (10)
Foreign currency revaluation - (1) - 1
Adjusted EBITDA attributable to discontinued operations $ - $ 80 $ 191 $ 370
(1)Depreciation and amortization on the long-lived assets of the Canadian NGL Business disposal group ceased upon meeting the criteria to be classified as assets held for sale. We include an adjustment for the impact of amortization of the rail fleet associated with the Canadian NGL Business in our calculation of Adjusted EBITDA attributable to PAA. See Note 2 for additional information regarding the sale of the Canadian NGL Business.
Analysis of Adjusted EBITDA attributable to PAA
Adjusted EBITDA attributable to PAA for the three and nine months ended September 30, 2026 increased versus comparable results for the three and nine months ended September 30, 2025. The benefit to the 2026 period results from (i) contributions from the Cactus III acquisition completed in the fourth quarter of 2025, (ii) volume growth across our pipeline systems largely driven by increased production in the Permian Basin region and (iii) market opportunities and optimization initiatives. These favorable impacts were partially offset by (iv) the impact from certain Permian long-haul contract rates resetting to market in 2025, (v) higher operating costs driven by environmental remediation expenses and property tax expense and (vi) contributions in the 2025 periods from the Canadian NGL Business, which was sold in May 2026.
Liquidity and Capital Resources
General
Our primary sources of liquidity are (i) cash flow from operating activities and (ii) borrowings under PAA's credit facility or commercial paper program. In addition, we may supplement these primary sources of liquidity with proceeds from asset sales, and in the past have utilized funds received from sales of equity and debt securities. Our primary cash requirements include, but are not limited to, (i) ordinary course of business uses, such as the payment of amounts related to the purchase of crude oil and other products, payment of other expenses and interest payments on outstanding debt, (ii) investment and maintenance capital activities, (iii) acquisitions of assets or businesses, (iv) repayment of principal on our long-term debt and (v) distributions to our Class A shareholders and noncontrolling interests. In addition, we may use cash for repurchases of common and preferred equity. We generally expect to fund our short-term cash requirements through cash flow generated from operating activities and/or borrowings under PAA's credit facility or commercial paper program. In addition, we generally expect to fund our long-term needs, such as those resulting from investment capital activities, acquisitions or refinancing our long-term debt, through a variety of sources, which may include any or a combination of the sources listed above.
As of September 30, 2026, we had a working capital surplus of $599 million and approximately $3.6 billion of liquidity available to meet our ongoing operating, investing and financing needs, subject to continued covenant compliance, as noted below (in millions):
As of
September 30, 2026
Availability under PAA senior unsecured revolving credit facility (1) (2)
$ 2,671
Amounts outstanding under PAA commercial paper program (3)
-
Subtotal 2,671
Cash and cash equivalents
880
Total $ 3,551
(1)Represents availability prior to giving effect to borrowings outstanding under the PAA commercial paper program, which reduce available capacity under the credit facility.
(2)Available capacity under the PAA credit facility was reduced by outstanding letters of credit issued under the facility of $29 million.
(3)PAA borrowed approximately $650 million under its commercial paper program subsequent to September 30, 2026 to fund a portion of its acquisition activity and Series B preferred unit repurchase in October 2026.
In June 2026, PAA entered into a new credit agreement to facilitate the renewal and extension of its credit facilities. The PAA $1.35 billion senior secured hedged inventory facility with maturity date of August 2027 and the PAA $1.35 billion senior unsecured revolving credit facility with maturity date of August 2029 were replaced with a $2.7 billion senior unsecured revolving credit facility with an initial maturity in June 2031. The new credit agreement provides for one or more one-year extensions and have accordion features which, subject to receipt of incremental lender approval and other terms and conditions, permit PAA to increase borrowing capacity to $4.0 billion. The covenants and events of default under the new credit agreement remain substantially unchanged from the previous agreements. See Note 6 to our Condensed Consolidated Financial Statements for additional information.
Usage of PAA's credit facility, and, in turn, its commercial paper program, is subject to ongoing compliance with covenants. The credit agreement for PAA's revolving credit facility (which impact PAA's ability to access its commercial paper program because it provides the financial backstop that supports its short-term credit ratings) and the indentures governing its senior notes contain cross-default provisions. A default under PAA's credit agreement or indentures would permit the lenders to accelerate the maturity of the outstanding debt. As long as PAA is in compliance with the provisions in its credit agreement, its ability to make distributions of available cash is not restricted. PAA was in compliance with the covenants contained in its credit agreement and indentures as of September 30, 2026.
We believe that we have, and will continue to have, the ability to access the PAA commercial paper program and credit facility, which we use to meet our short-term cash needs. We believe that our financial position remains strong and we have sufficient liquid assets, cash flow from operating activities and borrowing capacity under the credit agreements to meet our financial commitments, debt service obligations, contingencies and anticipated capital expenditures. We are, however, subject to business and operational risks that could adversely affect our cash flow, including extended disruptions in the financial markets and/or energy price volatility resulting from current macroeconomic and geopolitical conditions, including actions by the Organization of Petroleum Exporting Countries (OPEC). A prolonged material decrease in our cash flows would likely produce an adverse effect on our borrowing capacity and cost of borrowing. Our borrowing capacity and borrowing costs are also impacted by PAA's credit rating. See Item 1A. "Risk Factors" included in our 2025 Annual Report on Form 10-K for further discussion regarding risks that may impact our liquidity and capital resources.
Cash Flow from Operating Activities
For a comprehensive discussion of the primary drivers of cash flow from operating activities, including the impact of varying market conditions and the timing of settlement of our derivatives, see Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Cash Flow from Operating Activities" included in our 2025 Annual Report on Form 10-K.
Net cash provided by operating activities from continuing operations for the first nine months of 2026 and 2025 was $1.883 billion and $1.833 billion, respectively, and primarily resulted from earnings from our operations. In addition, both periods were also impacted by changes in net operating working capital items, while the 2026 period was impacted by higher margin requirements related to our hedging activities.
Investing Activities
Capital Expenditures
In addition to our operating needs, we also use cash for our investment capital projects, maintenance capital activities and acquisition activities. We fund these expenditures with cash generated by operating activities, financing activities and/or proceeds from asset sales. In the near term, we do not plan to issue common equity to fund such expenditures. The following table summarizes our investment, maintenance and acquisition capital expenditures related to continuing operations and discontinued operations (in millions):
Net to PAA (1) (2)
Consolidated (2)
Continuing Operations
Nine Months Ended
September 30, 		Nine Months Ended
September 30, 		Nine Months Ended
September 30,
Capital Expenditures (3) (4)
2026 2025 2026 2025 2026 2025
Investment capital
$ 253 $ 401 $ 336 $ 493 $ 326 $ 404
Maintenance capital
110 149 125 161 105 112
Acquisition capital
149 832 150 904 150 904
$ 512 $ 1,382 $ 611 $ 1,558 $ 581 $ 1,420
(1)Excludes expenditures attributable to noncontrolling interests, which primarily relate to the Permian JV. Includes results from continuing operations and discontinued operations for all periods presented.
(2)Includes results from continuing operations and discontinued operations for all periods presented. Capital expenditures related to discontinued operations were $10 million and $20 million for investment and maintenance capital for the nine months ended September 30, 2026, respectively. Capital expenditures for investment and maintenance capital related to discontinued operations were $89 million and $49 million for the nine months ended September 30, 2025, respectively. There was no acquisition capital related to discontinued operations for any period presented.
(3)Capital expenditures made to expand the existing operating and/or earnings capacity of our assets are classified as "Investment capital." Capital expenditures made to replace and/or refurbish partially or fully depreciated assets in order to maintain the operating and/or earnings capacity of our existing assets are classified as "Maintenance capital."
(4)Contributions to unconsolidated entities, accounted for under the equity method of accounting, that are related to investment capital projects by such entities are recognized in "Investment capital." Acquisitions of initial investments or additional interests in unconsolidated entities are included in "Acquisition capital."
In September 2026, we entered into a definitive agreement to acquire SCM PR II, LLC, which owns an integrated crude oil gathering and transmission business in the Powder River Basin, including a 49% non-operated interest in the Powder River Gateway JV, for approximately $585 million. The transaction closed on October 1, 2026. We used cash on hand and commercial paper borrowings to fund this acquisition. See Note 12 to our Condensed Consolidated Financial Statements for additional information regarding this transaction.
Projected 2026 Capital Expenditures. Total investment capital for the year ending December 31, 2026 is currently projected to be approximately $535 million ($425 million net to our interest), which includes approximately $10 million related to discontinued operations of the Canadian NGL Business prior to the completion of the divestiture in May 2026. Approximately half of our projected investment capital expenditures are expected to be invested in the Permian JV assets. Additionally, maintenance capital for 2026 is currently projected to be approximately $195 million ($175 million net to our interest), which includes approximately $20 million related to discontinued operations of the Canadian NGL Business prior to the completion of the divestiture in May 2026. Note that potential variation to current capital cost estimates may result from (i) changes to project design, (ii) final cost of materials and labor and (iii) timing of incurrence of costs due to uncontrollable factors such as receipt of permits or regulatory approvals and weather.
Sale of Canadian NGL Business
On June 17, 2025, we entered into a definitive SPA with Keyera, pursuant to which Keyera agreed to acquire all of the issued and outstanding shares of PMC ULC, our wholly-owned subsidiary that owned the Canadian NGL Business. The transaction closed on May 12, 2026, and, pursuant to the SPA, we received cash consideration of approximately CAD$5.390 billion (approximately $3.927 billion, or approximately $3.527 billion, net of cash divested), including working capital and other certain post-closing adjustments as defined in the SPA. We used the net proceeds to reduce leverage, which included the repayment of outstanding borrowings under PAA's commercial paper program and term loan, as well as the repayment of its $750 million, 4.50% senior notes that were due December 2026 and the repurchase of a portion of our Series A and Series B preferred units in September and October 2026, respectively. See Note 2 to our Condensed Consolidated Financial Statements for additional information regarding the sale of the Canadian NGL Business.
Ongoing Activities Related to Strategic Transactions
We are continuously engaged in the evaluation of potential transactions that support our business strategy. In the past, such transactions have included the acquisition of assets that complement our existing footprint, the sale of non-core assets, the sale of partial interests in assets to strategic joint venture partners, and large investment capital projects. With respect to a potential acquisition or divestiture, we may conduct an auction process or participate in an auction process conducted by a third-party or we may negotiate a transaction with one or a limited number of potential sellers (in the case of an acquisition) or buyers (in the case of a divestiture). Such transactions could have a material effect on our financial condition and results of operations.
We typically do not announce a transaction until after we have executed a definitive agreement. In certain cases, in order to protect our business interests or for other reasons, we may defer public announcement of a transaction until closing or a later date. Past experience has demonstrated that discussions and negotiations regarding a potential transaction can advance or terminate in a short period of time. Moreover, the closing of any transaction for which we have entered into a definitive agreement may be subject to customary and other closing conditions, which may not ultimately be satisfied or waived. Accordingly, we can give no assurance that our current or future efforts with respect to any such transactions will be successful, and we can provide no assurance that our financial expectations with respect to such transactions will ultimately be realized. See Item 1A. "Risk Factors-Risks Related to PAA's Business-Acquisitions and divestitures involve risks that may adversely affect PAA's business" included in our 2025 Annual Report on Form 10-K.
Financing Activities
Our financing activities primarily relate to funding investment capital projects, acquisitions and refinancing of our debt maturities, as well as short-term working capital (including borrowings for NYMEX and ICE margin deposits) and hedged inventory borrowings related to our contango market activities, and the payment of distributions to our shareholders and noncontrolling interests.
Borrowings and Repayments Under Credit Agreements and Term Loan
During the nine months ended September 30, 2026, we had net repayments under the PAA credit facilities and commercial paper program of $970 million. The net repayments resulted primarily from cash flow from operating activities and proceeds from the sale of the Canadian NGL Business, which offset borrowings during the period related to funding needs for the repurchase of all outstanding PAA's Series A preferred units in September 2026, capital investments, inventory purchases and other general partnership purposes. See Note 7 to our Condensed Consolidated Financial Statements for more information regarding the repurchase of PAA's Series A preferred units.
During the nine months ended September 30, 2025, we had net repayments under the PAA commercial paper program of $393 million. The net repayments resulted primarily from cash flow from operating activities and proceeds from the issuance of $1.25 billion aggregate principal amount of senior notes in September 2025, which offset borrowings during the period related to funding needs for capital investments, inventory purchases and other general partnership purposes.
On May 14, 2026, in connection with the closing of the Canadian NGL Business divestiture, PAA terminated the senior unsecured term loan agreement and repaid the outstanding borrowings of $1.1 billion. We used a portion of the proceeds from the sale of the Canadian NGL Business to fund the repayment. See Note 2 and Note 6 to our Condensed Consolidated Financial Statements for additional information regarding the Canadian NGL Business divestiture and the term loan agreement, respectively.
Senior Notes
On June 25, 2026, PAA redeemed its $750 million, 4.50% senior notes that were due December 2026. We repaid these senior notes with proceeds from the sale of the Canadian NGL Business.
Junior Subordinated Notes
In September 2026, PAA completed its offering of $700 million, 6.75% Series A junior subordinated notes and $800 million, 7.00% Series B junior subordinated notes. These notes were issued at a public offering price of 100% and are due on December 15, 2056. Interest payments on these notes are due on June 15 and December 15 of each year, commencing on June 15, 2027, subject to our right to defer interest payments for up to 10 consecutive years. We used the net proceeds from this offering of approximately $1.479 billion, after deducting the underwriting discount and offering expenses, together with cash on hand and commercial paper borrowings, to fund the repurchase on September 14, 2026 of all outstanding PAA's Series A preferred units and the repurchase on October 9, 2026 of all outstanding PAA's Series B preferred units. See Note 7 to our Condensed Consolidated Financial Statements for more information regarding the repurchase of PAA's Series A and Series B preferred units.
Common Equity Repurchase Program
There were no repurchases under the Common Equity Repurchase Program (the "Program") during the nine months ended September 30, 2026. PAA repurchased approximately 0.5 million common units under the Program through open market purchases that settled during the nine months ended September 30, 2025 for a total purchase price of $8 million, including commissions and fees. The repurchased PAA common units were canceled immediately upon acquisition, as were the Class C shares held by PAA associated with the repurchased common units. At September 30, 2026, the remaining available capacity under the Program was $190 million. See Note 12 to our Consolidated Financial Statements included in Part IV of our 2025 Annual Report on Form 10-K for additional information regarding the Program.
Registration Statements
PAGP Registration Statements. We have filed with the SEC a shelf registration statement that, subject to effectiveness at the time of use, allows us to issue up to a specified amount of equity securities ("PAGP Traditional Shelf"). At September 30, 2026, we had approximately $939 million of unsold securities available. We also have access to a universal shelf registration statement ("PAGP WKSI Shelf"), which provides us with the ability to offer and sell an unlimited amount of equity securities, subject to market conditions and our capital needs. We did not conduct any offerings under the PAGP Traditional Shelf or PAGP WKSI Shelf during the nine months ended September 30, 2026.
PAA Registration Statements. PAA periodically accesses the capital markets for both equity and debt financing. PAA has filed with the SEC a shelf registration statement that, subject to effectiveness at the time of use, allows PAA to issue up to a specified amount of debt or equity securities ("PAA Traditional Shelf"), under which PAA had approximately $1.1 billion of unsold securities available at September 30, 2026. PAA also has access to a universal shelf registration statement ("PAA WKSI Shelf"), which provides it with the ability to offer and sell an unlimited amount of debt and equity securities, subject to market conditions and its capital needs. PAA did not conduct any offerings under the PAA Traditional Shelf or PAA WKSI Shelf during the nine months ended September 30, 2026.
Distributions to Our Class A Shareholders
On November 13, 2026, we will pay a quarterly cash distribution of $0.4175 per Class A share ($1.67 per Class A share on an annualized basis) to shareholders of record at the close of business on October 30, 2026 for the period from July 1, 2026 through September 30, 2026.
See Note 7 to our Condensed Consolidated Financial Statements for details of distributions paid during or pertaining to the first nine months of 2026.
PAA Series A and Series B Preferred Unit Repurchase
On September 14, 2026, PAA repurchased all 58.4 million of its Series A preferred units outstanding at a redemption price of $28.88 per unit for a purchase price of approximately $1.687 billion, plus accrued and unpaid distributions through September 13, 2026 of approximately $29 million. On October 9, 2026, PAA also repurchased all 0.8 million of its Series B preferred units outstanding at a redemption price of $1,000 per unit for a purchase price of approximately $800 million, plus accrued and unpaid distributions through October 8, 2026 of approximately $10 million. We used the net proceeds from our September 2026 junior subordinated notes offering, along with cash on hand and commercial paper borrowings, to fund these repurchases.
See Note 7 to our Condensed Consolidated Financial Statements for more information regarding these repurchases.
Distributions to Noncontrolling Interests
Distributions to noncontrolling interests represent amounts paid on interests in consolidated entities that are not owned by us. As of September 30, 2026, noncontrolling interests in our subsidiaries consisted of (i) limited partner interests in PAA including a 67% interest in PAA's common units and 100% of PAA's Series B preferred units, (ii) an approximate 15% limited partner interest in AAP, (iii) a 35% interest in the Permian JV, (iv) a 30% interest in Cactus II and (v) a 33% interest in Red River.
Distributions to PAA's Series A preferred unitholders. On September 14, 2026, PAA paid a final quarterly cash distribution of approximately $0.502 per unit to its Series A preferred unitholders for the period from July 1, 2026 through September 13, 2026 and repurchased all 58.4 million of its Series A preferred units outstanding.
Distributions to PAA's Series B preferred unitholders. On October 9, 2026, PAA paid a final quarterly cash distribution of approximately $12.39 per unit to its Series B preferred unitholders of record at the close of business on November 2, 2026 for the period from August 15, 2026 through October 8, 2026 and repurchase all 0.8 million of its Series B preferred units outstanding.
Distributions to PAA's common unitholders. On November 13, 2026, PAA will pay a quarterly cash distribution of $0.4175 per common unit ($1.67 per unit on an annualized basis) to its common unitholders of record at the close of business on October 30, 2026 for the period from July 1, 2026 through September 30, 2026.
See Note 7 to our Condensed Consolidated Financial Statements for details of distributions paid during or pertaining to the first nine months of 2026, including distributions to PAA's preferred unitholders.
Contingencies
For a discussion of contingencies that may impact us, see Note 10 to our Condensed Consolidated Financial Statements.
Commitments
Purchase Obligations. In the ordinary course of doing business, we purchase crude oil from third parties under contracts, the majority of which range in term from thirty-day evergreen to five years, with a limited number of contracts with remaining terms extending up to 10 years. We establish a margin for these purchases by entering into various types of physical and financial sale and exchange transactions through which we seek to maintain a position that is substantially balanced between purchases on the one hand and sales and future delivery obligations on the other. We do not expect to use a significant amount of internal capital to meet these obligations, as the obligations will be funded by corresponding sales to entities that we deem creditworthy or who have provided credit support we consider adequate.
The following table includes our best estimate of the amount and timing of these payments as of September 30, 2026 (in millions):
Remainder of 2026 2027 2028 2029 2030 2031 and Thereafter Total
Crude oil and other purchases (1)
$ 10,508 $ 34,375 $ 31,403 $ 29,647 $ 25,436 $ 64,026 $ 195,395
(1)Amounts are primarily based on estimated volumes and market prices based on average activity during September 2026. The actual physical volume purchased and actual settlement prices will vary from the assumptions used in the table. Uncertainties involved in these estimates include levels of production at the wellhead, weather conditions, changes in market prices and other conditions beyond our control.
Letters of Credit. In connection with our merchant activities, we provide certain suppliers with irrevocable standby letters of credit to secure our obligation for the purchase and transportation of crude oil. Our liabilities with respect to these purchase obligations are recorded in accounts payable on our balance sheet in the month the product is purchased. Generally, these letters of credit are issued for periods of up to seventy days and are terminated upon completion of each transaction. Additionally, we issue letters of credit to support insurance programs, derivative transactions, including hedging-related margin obligations, and construction activities. At September 30, 2026 and December 31, 2025, we had outstanding letters of credit of approximately $126 million and $95 million, respectively.
Recent Accounting Pronouncements
See Note 1 to our Condensed Consolidated Financial Statements.
FORWARD-LOOKING STATEMENTS
All statements included in this report, other than statements of historical fact, are forward-looking statements, including but not limited to statements incorporating the words "anticipate," "believe," "estimate," "expect," "plan," "intend" and "forecast," as well as similar expressions and statements regarding our business strategy, plans and objectives for future operations. The absence of such words, expressions or statements, however, does not mean that the statements are not forward-looking. Any such forward-looking statements reflect our current views with respect to future events, based on what we believe to be reasonable assumptions. Certain factors could cause actual results or outcomes to differ materially from the results or outcomes anticipated in the forward-looking statements. The most important of these factors include, but are not limited to:
•our expected receipt of, and amounts of, distributions from Plains AAP, L.P., and the effect thereof on our ability to pay distributions to our Class A shareholders;
•general economic, market or business conditions in the United States and elsewhere (including the potential for a recession or significant slowdown in economic activity levels, the risk of persistently high inflation and supply chain issues, the impact of global public health events, such as pandemics, on demand and growth, and the timing, pace and extent of economic recovery) that impact (i) demand for crude oil, drilling and production activities and therefore the demand for the midstream services we provide and (ii) commercial opportunities available to us;
•declines in global crude oil demand and/or crude oil prices or other factors that correspondingly lead to a significant reduction of North American crude oil production (whether due to reduced producer cash flow to fund drilling activities or the inability of producers to access capital, or both, the unavailability of pipeline and/or storage capacity, the shutting-in of production by producers, government-mandated pro-ration orders, or other factors), which in turn could result in significant declines in the actual or expected volume of crude oil shipped, processed, purchased, stored, fractionated and/or gathered at or through the use of our assets and/or the reduction of the margins we can earn or the commercial opportunities that might otherwise be available to us;
•impacts of global geopolitical events, including conflicts in the Middle East and elsewhere, on commodity price volatility and crude oil supply and demand, as well as broader impacts on financial markets and the global macroeconomic environment;
•fluctuations in refinery capacity and other factors affecting demand for various grades of crude oil and resulting changes in pricing conditions or transportation throughput requirements;
•unanticipated changes in crude oil market structure, grade differentials and volatility (or lack thereof);
•the effects of competition and capacity overbuild in areas where we operate, including downward pressure on rates, volumes and margins, contract renewal risk and the risk of loss of business to other midstream operators who are willing or under pressure to aggressively reduce transportation rates in order to capture or preserve customers;
•the availability of, and PAA's ability to consummate, acquisitions, divestitures, joint ventures or other strategic opportunities and realize benefits therefrom;
•the successful operation of joint ventures and joint operating arrangements PAA enters into from time to time, whether relating to assets operated by PAA or by third parties, and the successful integration and future performance of acquired assets or businesses;
•environmental liabilities, litigation or other events that are not covered by an indemnity, insurance or existing reserves;
•negative societal sentiment regarding the hydrocarbon energy industry and the continued development and consumption of hydrocarbons, which could influence consumer preferences and governmental or regulatory actions that adversely impact our business;
•the occurrence of a natural disaster, catastrophe, terrorist attack (including eco-terrorist attacks) or other event that materially impacts our operations, including cyber or other attacks on our or our service providers' electronic and computer systems;
•weather interference with business operations or project construction, including the impact of extreme weather events or conditions (including hurricanes, floods, wildfires and drought);
•the impact of current and future laws, rulings, legislation, governmental regulations, executive orders, trade policies, trade tariffs, accounting standards and statements, and related interpretations that (i) prohibit, restrict or regulate the development of oil and gas resources and the related infrastructure on lands dedicated to or served by our pipelines, (ii) negatively impact our ability to develop, operate or repair midstream assets, or (iii) otherwise negatively impact our business or increase our exposure to risk;
•negative impacts on production levels in the Permian Basin or elsewhere due to issues associated with (or laws, rules or regulations relating to) hydraulic fracturing and related activities (including wastewater injection or disposal), including earthquakes, subsidence, expansion or other issues;
•the pace of development of natural gas or other infrastructure and its impact on expected crude oil production growth in the Permian Basin;
•the refusal or inability of our customers or counterparties to perform their obligations under their contracts with us (including commercial contracts, asset sale agreements and other agreements), whether justified or not and whether due to financial constraints (such as reduced creditworthiness, liquidity issues or insolvency), market constraints, legal constraints (including governmental orders or guidance), the exercise of contractual or common law rights that allegedly excuse their performance (such as force majeure or similar claims) or other factors;
•loss of key personnel and inability to attract and retain new talent;
•disruptions to futures markets for crude oil and other petroleum products, which may impair our ability to execute our commercial or hedging strategies;
•the effectiveness of our risk management activities;
•shortages or cost increases of supplies, materials or labor;
•maintenance of PAA's credit ratings and ability to receive open credit from our suppliers and trade counterparties;
•our inability to perform our obligations under our contracts, whether due to non-performance by third parties, including our customers or counterparties, market constraints, third-party constraints, supply chain issues, legal constraints (including governmental orders or guidance), or other factors or events;
•the incurrence of costs and expenses related to unexpected or unplanned capital or maintenance expenditures, third-party claims or other factors;
•failure to implement or capitalize, or delays in implementing or capitalizing, on investment capital projects, whether due to permitting delays, permitting withdrawals or other factors;
•failure to implement or realize anticipated benefits from operational and organizational streamlining and efficiency efforts and initiatives;
•tightened capital markets or other factors that increase our cost of capital or limit our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, investment capital projects, working capital requirements and the repayment or refinancing of indebtedness;
•the amplification of other risks caused by volatile or closed financial markets, capital constraints, liquidity concerns and inflation;
•the use or availability of third-party assets upon which our operations depend and over which we have little or no control;
•the currency exchange rate of the Canadian dollar to the United States dollar;
•the deferral of current revenue recognition attributable to deficiency payments received from customers who fail to ship or move their minimum contracted volumes;
•significant under-utilization of our assets and facilities;
•increased costs, or lack of availability, of insurance;
•fluctuations in the debt and equity markets, including the price of PAA's units at the time of vesting under its long-term incentive plans;
•risks related to the development and operation of our assets; and
•other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of crude oil and other petroleum products.
Other factors described herein, as well as factors that are unknown or unpredictable, could also have a material adverse effect on future results. Please read "Risk Factors" discussed in Item 1A of our 2025 Annual Report on Form 10-K. Except as required by applicable securities laws, we do not intend to update these forward-looking statements and information.
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