PLAINS GP HOLDINGS LP
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
PAGP$25.41-1.4%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001581990-26-000025
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001581990-26-000057
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 188 previous paragraphs and 186 current paragraphs.
117 unchanged; 43 reworded; 25 added; 26 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 11 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
Segment Change
Current report
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.
Current report
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.
Current report
Operating Data
Current report
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.
Current report
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.
Current report
Interest Expense, Net and Other Income, Net
Current report
Other Income/(Expense), Net
Current report
**Indicates that variance as a percentage is not meaningful.
Current report
(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.
Current report
(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.
Current report
(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.
Current report
(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.
Current report
(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.
Current report
(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.
Current report
(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.
Current report
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):
Current report
Analysis of Adjusted EBITDA attributable to PAA
Current report
(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.
Current report
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.
Current report
Junior Subordinated Notes
Current report
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.
Current report
PAA Series A and Series B Preferred Unit Repurchase
Current report
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.
Current report
See Note 7 to our Condensed Consolidated Financial Statements for more information regarding these repurchases.
Removed paragraphs (26)
Previous report
See further discussion of net revenues (defined as revenues less purchases and related costs) in the “—Analysis of Operating Segments” section below.
Previous report
See discussion of field operating costs in the “—Analysis of Operating Segments” section below.
Previous report
See discussion of Equity earnings in unconsolidated entities in the “—Analysis of Operating Segments” section below.
Previous report
Interest Expense, Net
Previous report
Other Income, Net
Previous report
(1)Includes results from continuing operations and discontinued operations.
Previous report
(2)See Note 2 to our Condensed Consolidated Financial Statements for additional information.
Previous report
(6)For a more detailed discussion of these selected items impacting comparability, see the footnotes to the segment financial data tables in Note 11 to our Condensed Consolidated Financial Statements.
Previous report
(9)“Other income, net” on our Condensed Consolidated Statements of Operations, adjusted for selected items impacting comparability (“Adjusted other income, net”) is included in Adjusted EBITDA and excluded from Segment Adjusted EBITDA.
Previous report
Analysis of Operating Segments
Previous report
We manage our operations through two operating segments: Crude Oil and NGL. Our CODM (our Chief Executive Officer) evaluates segment performance based on measures including Segment Adjusted EBITDA. See Note 11 to our Condensed Consolidated Financial Statements for our definition of Segment Adjusted EBITDA and a reconciliation of Segment Adjusted EBITDA to Income from Continuing Operations, Net of Tax. See Note 20 to our Consolidated Financial Statements included in Part IV of our 2025 Annual Report on Form 10-K for our definition of maintenance capital.
Previous report
Crude Oil Segment
Previous report
The following tables set forth our operating results from our Crude Oil segment:
Previous report
(1)Revenues and costs and expenses include intersegment amounts.
Previous report
(2)Segment general and administrative expenses reflect direct costs attributable to each segment and an allocation of other expenses to the segments. The proportional allocations by segment require judgment by management and are based on the business activities that exist during each period.
Previous report
(3)Represents adjustments included in the performance measure utilized by our CODM in the evaluation of segment results. See Note 11 to our Condensed Consolidated Financial Statements for additional discussion of such adjustments.
Previous report
Segment Adjusted EBITDA
Previous report
The following is a more detailed discussion of the significant factors impacting Segment Adjusted EBITDA for the three and six months ended June 30, 2026 compared to the same periods in 2025.
Previous report
NGL Segment
Previous report
Our NGL segment operations involve NGL storage and terminalling from our NGL assets located in the United States. Our NGL segment revenues are primarily derived from (i) providing storage and/or terminalling services at these facilities to third-party customers for a fee and (ii) the transport, storage and sale of specification NGL products. The segment results also include the direct fixed and variable field costs of operating our four NGL facilities, as well as an allocation of indirect operating costs and general and administrative expenses.
Previous report
The following table sets forth our operating results from our NGL segment:
Previous report
(1)Revenues and costs and expenses include intersegment amounts.
Previous report
(2)Field operating costs and segment general and administrative expenses include certain costs that are part of the overhead of continuing operations.
Previous report
(3)Segment general and administrative expenses reflect direct costs attributable to each segment and an allocation of other expenses to the segments. The proportional allocations by segment require judgment by management and are based on the business activities that exist during each period.
Previous report
Segment Adjusted EBITDA
Previous report
NGL Segment Adjusted EBITDA for the periods presented was largely driven by costs that are part of the overhead of our NGL activities and are included in continuing operations as they are not related to contracts or arrangements included in the sale of the Canadian NGL Business. These costs include information technology, insurance and other shared services costs.
Reworded paragraphs (43)
Previous wording
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 June 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 June 30, 2026, AAP directly owned a limited partner interest in PAA through its ownership of approximately 233.0 million PAA common units (approximately 31% of PAA’s total outstanding common units and Series A preferred units combined). AAP is the sole member of PAA GP, which holds the non-economic general partner interest in PAA.
Current wording
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.
Previous wording
Our Crude Oil segment 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.
Current wording
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.
Previous wording
Our Crude Oil segment generates 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. The segment results also include the direct fixed and variable field costs of operating the crude oil assets, as well as an allocation of indirect operating and general and administrative costs.
Current wording
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.
Previous wording
We recognized net income of $2.037 billion for the six months ended June 30, 2026 compared to net income of $775 million for the first six months of 2025. See the “—Results of Operations” section below for discussion of significant drivers of our results from continuing operations.
Current wording
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.
Previous wording
(4)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.
Current wording
(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.
Previous wording
(5)Includes volumes (attributable to our interest) from assets owned by unconsolidated entities.
Current wording
(2)Includes volumes (attributable to our interest) from assets owned by unconsolidated entities.
Previous wording
Product sales revenues (including the impact of derivative mark-to-market valuations) and purchases increased for the three and six months ended June 30, 2026 compared to the same periods in 2025 primarily due to higher crude oil sales volumes and commodity prices in the 2026 period.
Current wording
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.
Previous wording
Services revenues for the three and six months ended June 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.
Current wording
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.
Previous wording
Field Operating Costs. Field operating costs increased for the three and six months ended June 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.
Current wording
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.
Previous wording
The increase in general and administrative expenses for the three and six months ended June 30, 2026 compared to the same periods 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) the recognition in the 2025 period of acquisition-related transaction costs and (ii) 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. 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.
Current wording
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.
Previous wording
The increase in depreciation and amortization for the three and six months ended June 30, 2026 compared to the same periods in 2025 was largely driven by recently completed acquisitions.
Current wording
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.
Previous wording
Losses on Asset Sales, Asset Impairments and Other, Net
Current wording
Gains/Losses on Asset Sales, Asset Impairments and Other, Net
Previous wording
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 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.
Current wording
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.
Previous wording
Gain on Investments in Unconsolidated Entities, Net
Current wording
Gain on/Impairment of Investments in Unconsolidated Entities, Net
Previous wording
(1)The increase in interest expense for the three and six-month 2026 periods compared to the same periods in 2025 was primarily driven by higher weighted-average debt outstanding in the 2026 periods. See Note 6 to our Condensed Consolidated Financial Statements for additional information regarding outstanding debt.
Current wording
(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.
Previous wording
The net unfavorable income tax variance from continuing operations for the three and six months ended June 30, 2026 compared to the same periods in 2025 was primarily due to tax impacts from certain planning and restructuring activities within our organizational structure in connection with the Canadian NGL Business divestiture. For the three months ended June 30, 2026, these included current income tax expense of approximately $95 million primarily related to withholding taxes on distributions. For the six months ended June 30, 2026, these 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 and (ii) a partially offsetting $217 million deferred tax benefit primarily resulting from the transfer of the crude oil assets from PMC ULC to PCLP. See Note 2 to our Condensed Consolidated Financial Statements for additional information regarding the Canadian NGL Business divestiture.
Current wording
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.
Previous wording
Adjusted EBITDA is defined as earnings from continuing operations and discontinued operations before (i) interest expense, (ii) income tax (expense)/benefit from continuing operations and discontinued operations, (iii) depreciation and amortization (including our proportionate share of depreciation and amortization, including write-downs related to cancelled projects and impairments, of unconsolidated entities) from continuing operations and discontinued operations, (iv) gains and losses on asset sales, asset impairments and other, net from continuing operations and discontinued operations, (v) gains on investments in unconsolidated entities, net and (vi) adjusted for 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.
Current wording
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.
Previous wording
Discontinued Operations. 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. As such, certain Non-GAAP financial performance measures, such as Adjusted EBITDA and Adjusted EBITDA attributable to PAA, are presented on a consolidated basis (e.g., 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.
Current wording
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.
Previous wording
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, (i) charges for obligations that are expected to be settled with the issuance of equity instruments, (ii) gains and losses on derivative instruments that are related to underlying activities in another period (or the reversal of such adjustments from a prior period), gains and losses on derivatives that are either related to investing activities (such as the purchase of linefill) or purchases of long-term inventory, and inventory valuation adjustments, as applicable, (iii) long-term inventory costing adjustments, (iv) items that are not indicative of our operating results and/or (v) 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.
Current wording
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.
Previous wording
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 “—Analysis of Operating Segments.”
Current wording
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.”
Previous wording
(3)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.
Current wording
(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.
Previous wording
(4)Represents general and administrative expenses incremental to those of PAA, which are not allocated to our reporting segments in determining Segment Adjusted EBITDA and are excluded in the non-GAAP financial performance measures utilized by management.
Current wording
(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.
Previous wording
(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. The associated gains and losses are not integral to our results and were thus classified as a selected item impacting comparability.
Current wording
(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.
Previous wording
(8)We agreed to potential earnout payments associated with recently completed acquisitions, primarily our Cactus III acquisition. We consider the non-cash change in the estimated fair value of such earnout payments as a selected item impacting comparability.
Current wording
(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.
Previous wording
(10)Reflects amounts attributable to noncontrolling interests in the Permian JV, Cactus II and Red River.
Current wording
(12)Reflects amounts attributable to noncontrolling interests in the Permian JV, Cactus II and Red River.
Previous wording
(5)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. Management believes that the presentation of Adjusted EBITDA on a consolidated basis (e.g., the aggregate of continuing operations and discontinued operations) provides more relevant and useful information regarding our performance and results of operations than presenting such metrics only on a continuing operations or discontinued operations basis. We therefore include an adjustment for the impact of amortization of the rail fleet associated with the Canadian NGL Business in our calculation of Adjusted EBITDA. See Note 2 to our Condensed Consolidated Financial Statements for additional information regarding the sale of the Canadian NGL Business. Also see the “—Non-GAAP Financial Measures” section above.
Current wording
(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.
Previous wording
Crude Oil Segment Adjusted EBITDA for the three and six months ended June 30, 2026 increased versus comparable results for the three and six months ended June 30, 2025. The benefit to the 2026 period results from (i) contributions from recently completed acquisitions, (ii) volume growth across our pipeline systems and (iii) market opportunities and optimization initiatives was partially offset by (iii) the impact from certain Permian long-haul contract rates resetting to market in 2025.
Current wording
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.
Previous wording
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 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.
Current wording
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.
Previous wording
As of June 30, 2026, we had a working capital surplus of $679 million and approximately $3.7 billion of liquidity available to meet our ongoing operating, investing and financing needs, subject to continued covenant compliance, as noted below (in millions):
Current wording
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):
Previous wording
Net cash provided by operating activities from continuing operations for the first six months of 2026 and 2025 was $1.211 billion and $1.029 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.
Current wording
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.
Previous wording
(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 six months ended June 30, 2026, respectively. Capital expenditures for investment and maintenance capital related to discontinued operations were $68 million and $28 million for the six months ended June 30, 2025, respectively. There was no acquisition capital related to discontinued operations for any period presented.
Current wording
(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.
Previous wording
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$5.328 billion (approximately $3.883 billion, or approximately $3.483 billion, net of cash divested), including estimated working capital and other adjustments, subject to certain post-closing adjustments as defined in the SPA that are expected in the third quarter of 2026. 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. See Note 2 to our Condensed Consolidated Financial Statements for additional information regarding the sale of the Canadian NGL Business.
Current wording
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.
Previous wording
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 NGL business and contango market activities, and the payment of distributions to our shareholders and noncontrolling interests.
Current wording
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.
Previous wording
During the six months ended June 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 capital investments, inventory purchases and other general partnership purposes.
Current wording
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.
Previous wording
There were no repurchases under the Common Equity Repurchase Program (the “Program”) during the six months ended June 30, 2026. PAA repurchased approximately 0.5 million common units under the Program through open market purchases that settled during the six months ended June 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 June 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.
Current wording
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.
Previous wording
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 June 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 six months ended June 30, 2026.
Current wording
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.
Previous wording
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 June 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 six months ended June 30, 2026.
Current wording
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.
Previous wording
See Note 7 to our Condensed Consolidated Financial Statements for details of distributions paid during or pertaining to the first six months of 2026.
Current wording
See Note 7 to our Condensed Consolidated Financial Statements for details of distributions paid during or pertaining to the first nine months of 2026.
Previous wording
Distributions to noncontrolling interests represent amounts paid on interests in consolidated entities that are not owned by us. As of June 30, 2026, noncontrolling interests in our subsidiaries consisted of (i) limited partner interests in PAA including a 69% interest in PAA’s common units and PAA’s Series A preferred units combined 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.
Current wording
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.
Previous wording
Distributions to PAA’s Series A preferred unitholders. On August 14, 2026, PAA will pay a quarterly cash distribution of approximately $0.615 per unit to its Series A preferred unitholders of record at the close of business on July 31, 2026 for the period from April 1, 2026 through June 30, 2026.
Current wording
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.
Showing the first 40 of 43 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Net Revenues and Equity Earnings. Our results were favorably impacted by (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, including rates on certain of our equity method investments.
Previous report — wording carried elsewhere
During the six months ended June 30, 2025, we had net borrowings under the PAA commercial paper program of $69 million. The net borrowings resulted primarily from funding needs for capital investments, inventory purchases and other general partnership purposes.