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What changed in PLAINS ALL AMERICAN PIPELINE LP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of PLAINS ALL AMERICAN PIPELINE LP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+270 added−266 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in PLAINS ALL AMERICAN PIPELINE LP's 2025 10-K

270 paragraphs added · 266 removed · 211 edited across 6 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

65 edited+8 added−9 removed353 unchanged
Biggest changeThese actions, as well as any other legislation, executive orders or regulatory initiatives that curtail hydraulic fracturing or otherwise limit producers’ ability to drill or complete wells could reduce the production of crude oil and natural gas in the United States or Canada, and could thereby result in reduced demand for our transportation, terminalling and storage services as well as our merchant activities.
Biggest changeThese actions, as well as any other legislation, executive orders or regulatory initiatives that curtail hydraulic fracturing or otherwise limit producers’ ability to drill or complete wells could reduce the production of crude oil and natural gas in the United States or Canada, and could thereby result in reduced demand for our transportation, terminalling and storage services as well as our merchant activities. 55 Table of Contents Index to Financial Statements Laws and regulations pertaining to the protection of threatened and endangered species or to critical habitat, wetlands and natural resources could delay, restrict or prohibit our and our customers’ operations and cause us or our customers to incur substantial costs that may have a material adverse effect on our results of operations.
Additionally, all or part of any gain recognized by such tax-exempt organization upon a sale or other disposition of our units may be unrelated business taxable income and may be taxable to them. Tax-exempt entities should consult a tax advisor before investing in our common units.
Additionally, all or part of any gain recognized by such tax-exempt organization upon a sale or other disposition of our common units may be unrelated business taxable income and may be taxable to them. Tax-exempt entities should consult a tax advisor before investing in our common units.
Summary of Risk Factors Risks Related to Our Business Our business, results of operations, financial condition, cash flows and unit price can be adversely affected by many factors including but not limited to: • the volume of crude oil, natural gas and NGL shipped, processed, purchased, stored, fractionated and/or gathered at or through the use of our pipelines and facilities, which can be negatively impacted by a variety of factors outside of our control; • competition in our industry, including recontracting and other risks associated with the general capacity overbuild of midstream energy infrastructure in some of the areas where we operate; • changes in supply and demand for the products we handle and the services we provide, which can be caused by a variety of factors outside of our control; • natural disasters, catastrophes, terrorist attacks (including eco-terrorist attacks), process safety failures, equipment failures or other events, including pipeline or facility accidents; • information or operations technology failures, including cybersecurity attacks, data breaches and other disruptions affecting us, or our service providers; • risks arising from climate change, energy conservation measures, or initiatives that stimulate demand for alternative forms of energy; • societal and political pressures from various groups, including opposition to the development or operation of our pipelines and facilities; • increased concern by financial stakeholders with respect to our governance structure and the perceived social and environmental cost of our industry; • the overall forward market for crude oil and NGL, and certain market structures, the absence of pricing volatility and other market factors; • an inability to fully implement or realize expected returns or other anticipated benefits associated with acquisitions/divestitures, joint venture and joint ownership arrangements, and other projects; • entering into new businesses in connection with our strategy to participate in emerging energy opportunities; • loss of our investment grade credit rating or a significant reduction in our ability to receive open credit; • the credit risk of our customers and other counterparties we transact with in the ordinary course of business activities; • tightened capital markets or other factors that increase our cost of capital or otherwise limit our access to capital; • the insufficiency of, or non-compliance with, our risk policies; • our insurance coverage may not fully cover our losses and we may in the future encounter increased costs related to, and lack of availability of, insurance; • trade tariffs, duties, quotas, inflation, supply disruptions or other factors affecting the commodities and materials we use in our business; • pandemics, epidemics or other public health events; • our current or future debt levels, or inability to borrow additional funds or capitalize on business opportunities; • changes in interest rates and currency exchange rates; • difficulties recruiting and retaining our workforce; • an impairment of long-term assets; • significant under-utilization of certain assets due to fixed costs incurred to obtain the right to use such assets; • the cost to repair and maintain our assets; • we do not own all of the land on which our pipelines and facilities are located, which could result in disruptions to our operations; and • the pace of development of natural gas infrastructure could have an adverse impact on expected crude oil production growth in the Permian Basin. 37 Table of Contents Index to Financial Statements Risks Related to Laws and Regulations Our business may be adversely impacted by existing or new laws, executive orders and regulations relating to protection of the environment and wildlife, operational safety, cross-border import/export and tax matters, financial and hedging activities, climate change and related matters.
Summary of Risk Factors Risks Related to Our Business Our business, results of operations, financial condition, cash flows and unit price can be adversely affected by many factors including but not limited to: • the volume of crude oil, natural gas and NGL shipped, processed, purchased, stored, fractionated and/or gathered at or through the use of our pipelines and facilities, which can be negatively impacted by a variety of factors outside of our control; • competition in our industry, including recontracting and other risks associated with the general capacity overbuild of midstream energy infrastructure in some of the areas where we operate; • changes in supply and demand for the products we handle and the services we provide, which can be caused by a variety of factors outside of our control; • natural disasters, catastrophes, terrorist attacks (including eco-terrorist attacks), process safety failures, equipment failures or other events, including pipeline or facility accidents; • information or operations technology failures, including cybersecurity attacks, data breaches and other disruptions affecting us, or our service providers; • risks arising from climate change, energy conservation measures, or initiatives that stimulate demand for alternative forms of energy; • societal and political pressures from various groups, including opposition to the development or operation of our pipelines and facilities; • increased concern by financial stakeholders with respect to our governance structure and the perceived social and environmental cost of our industry; • the overall forward market for crude oil and NGL, and certain market structures, the absence of pricing volatility and other market factors; • an inability to fully implement or realize expected returns or other anticipated benefits associated with acquisitions/divestitures, joint venture and joint ownership arrangements, and other projects; • entering into new businesses in connection with our strategy to participate in emerging energy opportunities; • loss of our investment grade credit rating or a significant reduction in our ability to receive open credit; • the credit risk of our customers and other counterparties we transact with in the ordinary course of business activities; • tightened capital markets or other factors that increase our cost of capital or otherwise limit our access to capital; • the insufficiency of, or non-compliance with, our risk policies; • our insurance coverage may not fully cover our losses and we may in the future encounter increased costs related to, and lack of availability of, insurance; • trade tariffs, duties, quotas, inflation, supply disruptions or other factors affecting the commodities and materials we use in our business; • pandemics, epidemics or other public health events; • our current or future debt levels, or inability to borrow additional funds or capitalize on business opportunities; • changes in interest rates and currency exchange rates; • difficulties recruiting and retaining our workforce; • an impairment of long-term assets; • significant under-utilization of certain assets due to fixed costs incurred to obtain the right to use such assets; • the cost to repair and maintain our assets; • we do not own all of the land on which our pipelines and facilities are located, which could result in disruptions to our operations; and • the pace of development of natural gas infrastructure could have an adverse impact on expected crude oil production growth in the Permian Basin. 38 Table of Contents Index to Financial Statements Risks Related to Laws and Regulations Our business may be adversely impacted by existing or new laws, executive orders and regulations relating to protection of the environment and wildlife, operational safety, cross-border import/export and tax matters, financial and hedging activities, climate change and related matters.
Tax Risks to Common Unitholders and Series B Preferred Unitholders Our Common Units and Series B Preferred Units are subject to tax risks, which may adversely impact the value of or market for our units and may reduce our cash available for distribution or debt service, including but not limited to: • our status as a partnership for U.S. federal income tax purposes and not being subject to a material amount of entity-level taxation; • potential legislative, judicial or administrative changes or differing interpretations, possibly applied on a retroactive basis, or expiration of existing provisions; • potential audit adjustments to our income tax returns by the IRS or state tax authorities; • IRS or Canada Revenue Agency (“CRA”) contests to the federal income tax positions or inter-country allocations we take; • our unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us; • tax-exempt entities and non-U.S. unitholders face unique tax issues from owning our units; • taxable gain or loss on the disposition of our common units could be more or less than expected; • unitholders may be subject to limitation on their ability to deduct interest expense incurred by us; • our unitholders will likely be subject to state, local and non-U.S. taxes and return filing requirements in states and jurisdictions where they do not live as a result of investing in our units; and • the tax treatment of income attributable to distributions on our Series B Preferred Units as guaranteed payments for the use of capital creates a different tax treatment for the holders of our Series B Preferred Units than the holders of our common units and such income is not eligible for the 20% deduction for qualified publicly traded partnership income. 38 Table of Contents Index to Financial Statements Risks Related to Our Business Our profitability depends on the volume of crude oil, natural gas and NGL shipped, processed, purchased, stored, fractionated and/or gathered at or through the use of our pipelines and facilities, which can be negatively impacted by a variety of factors outside of our control.
Tax Risks to Common Unitholders and Series B Preferred Unitholders Our Common Units and Series B Preferred Units are subject to tax risks, which may adversely impact the value of or market for our units and may reduce our cash available for distribution or debt service, including but not limited to: • our status as a partnership for U.S. federal income tax purposes and not being subject to a material amount of entity-level taxation; • potential legislative, judicial or administrative changes or differing interpretations, possibly applied on a retroactive basis, or expiration of existing provisions; • potential audit adjustments to our income tax returns by the IRS or state tax authorities; • IRS or Canada Revenue Agency (“CRA”) contests to the federal income tax positions or inter-country allocations we take; • our unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us; • tax-exempt entities and non-U.S. unitholders face unique tax issues from owning our units; • taxable gain or loss on the disposition of our common units could be more or less than expected; • unitholders may be subject to limitation on their ability to deduct interest expense incurred by us; • our unitholders will likely be subject to state, local and non-U.S. taxes and return filing requirements in states and jurisdictions where they do not live as a result of investing in our units; and • the tax treatment of income attributable to distributions on our Series B Preferred Units as guaranteed payments for the use of capital creates a different tax treatment for the holders of our Series B Preferred Units than the holders of our common units and such income is not eligible for the 20% deduction for qualified publicly traded partnership income. 39 Table of Contents Index to Financial Statements Risks Related to Our Business Our profitability depends on the volume of crude oil, natural gas and NGL shipped, processed, purchased, stored, fractionated and/or gathered at or through the use of our pipelines and facilities, which can be negatively impacted by a variety of factors outside of our control.
Although we have credit risk management policies and procedures that are designed to mitigate and limit our exposure in this area, there can be no assurance that we have adequately assessed and managed the creditworthiness of our existing or future counterparties or that there will not be an unanticipated deterioration in their creditworthiness or unexpected instances of nonpayment or nonperformance, all of which could have an adverse impact on our cash flow and our ability to pay or increase our cash distributions to our partners. 45 Table of Contents Index to Financial Statements We have a number of minimum volume commitment contracts that support our pipelines.
Although we have credit risk management policies and procedures that are designed to mitigate and limit our exposure in this area, there can be no assurance that we have adequately assessed and managed the creditworthiness of our existing or future counterparties or that there will not be an unanticipated deterioration in their creditworthiness or unexpected instances of nonpayment or nonperformance, all of which could have an adverse impact on our cash flow and our ability to pay or increase our cash distributions to our partners. 46 Table of Contents Index to Financial Statements We have a number of minimum volume commitment contracts that support our pipelines.
If funding is not available when needed, or is available only on unfavorable terms, we may be unable to implement our development plans, enhance our existing business, complete strategic projects and transactions, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our cash flows and results of operations. 46 Table of Contents Index to Financial Statements Our risk policies cannot eliminate all risks and the insufficiency of, or non-compliance with our risk policies could result in significant financial losses.
If funding is not available when needed, or is available only on unfavorable terms, we may be unable to implement our development plans, enhance our existing business, complete strategic projects and transactions, take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our cash flows and results of operations. 47 Table of Contents Index to Financial Statements Our risk policies cannot eliminate all risks and the insufficiency of, or non-compliance with our risk policies could result in significant financial losses.
Posting of additional cash margin or collateral could affect our liquidity (defined as unrestricted cash on hand plus available capacity under our credit facilities) and reduce our ability to use cash for capital expenditures or other partnership purposes. 53 Table of Contents Index to Financial Statements Even if we ourselves are not required to post additional cash margin or collateral for our derivative contracts, the banks and other derivatives dealers who are our contractual counterparties will be required to comply with other new requirements under the Dodd-Frank Act and related rules.
Posting of additional cash margin or collateral could affect our liquidity (defined as unrestricted cash on hand plus available capacity under our credit facilities) and reduce our ability to use cash for capital expenditures or other partnership purposes. 54 Table of Contents Index to Financial Statements Even if we ourselves are not required to post additional cash margin or collateral for our derivative contracts, the banks and other derivatives dealers who are our contractual counterparties will be required to comply with other new requirements under the Dodd-Frank Act and related rules.
These projects can involve the expansion, modification, divestiture or combination of existing assets or the construction of new midstream energy infrastructure assets and involve numerous regulatory, environmental, commercial, economic, weather-related, political and legal uncertainties that are beyond our control, including the following: • We may be unable to realize our forecasted commercial, operational or administrative synergies in connection with our joint ventures and joint ownership arrangements, including the Permian JV; • Joint ventures and other joint ownership arrangements may demand substantial internal resources and may divert resources and attention from other areas of our business; • We may construct pipelines, facilities or other assets in anticipation of market demand that dissipates or market growth that never materializes; • Despite the fact that we will expend significant amounts of capital during the construction phase of growth or expansion projects, revenues associated with these organic growth projects will not materialize until the projects have been completed and placed into commercial service, and the amount of revenue generated from these projects could be significantly lower than anticipated for a variety of reasons; • As these projects are undertaken, required approvals, permits and licenses may not be obtained, may be delayed, may be obtained with conditions that materially alter the expected return associated with the underlying projects or may be granted and then subsequently withdrawn; • We may face opposition to our planned projects from environmental groups, landowners, local groups and other advocates, including lawsuits or other actions designed to disrupt or delay our planned projects; • We may not be able to obtain, or we may be significantly delayed in obtaining, all of the rights of way or other real property interests we need to complete such projects, or the costs we incur in order to obtain such rights of way or other interests may be greater than we anticipated; • Due to unavailability or costs of materials, supplies, power, labor or equipment, including increased costs associated with any import duties or requirements to source certain supplies or materials from U.S. suppliers or manufacturers, the cost of completing these projects could turn out to be significantly higher than we budgeted and the time it takes to complete construction of these projects and place them into commercial service could be significantly longer than planned; and • The completion or success of our projects may depend on the completion or success of third-party facilities over which we have no control.
These projects can involve the expansion, modification, divestiture or combination of existing assets or the construction of new midstream energy infrastructure assets and involve numerous regulatory, environmental, commercial, economic, weather-related, political and legal uncertainties that are beyond our control, including the following: • We may be unable to realize our forecasted commercial, operational or administrative synergies in connection with our joint ventures and joint ownership arrangements, including the Permian JV; • Joint ventures and other joint ownership arrangements may demand substantial internal resources and may divert resources and attention from other areas of our business; • We may construct pipelines, facilities or other assets in anticipation of market demand that dissipates or market growth that never materializes; 45 Table of Contents Index to Financial Statements • Despite the fact that we will expend significant amounts of capital during the construction phase of growth or expansion projects, revenues associated with these organic growth projects will not materialize until the projects have been completed and placed into commercial service, and the amount of revenue generated from these projects could be significantly lower than anticipated for a variety of reasons; • As these projects are undertaken, required approvals, permits and licenses may not be obtained, may be delayed, may be obtained with conditions that materially alter the expected return associated with the underlying projects or may be granted and then subsequently withdrawn; • We may face opposition to our planned projects from environmental groups, landowners, local groups and other advocates, including lawsuits or other actions designed to disrupt or delay our planned projects; • We may not be able to obtain, or we may be significantly delayed in obtaining, all of the rights of way or other real property interests we need to complete such projects, or the costs we incur in order to obtain such rights of way or other interests may be greater than we anticipated; • Due to unavailability or costs of materials, supplies, power, labor or equipment, including increased costs associated with any import duties or requirements to source certain supplies or materials from U.S. suppliers or manufacturers, the cost of completing these projects could turn out to be significantly higher than we budgeted and the time it takes to complete construction of these projects and place them into commercial service could be significantly longer than planned; and • The completion or success of our projects may depend on the completion or success of third-party facilities over which we have no control.
Current and prospective foreign unitholders should consult their tax advisors regarding the impact of these rules on an investment in our units. 60 Table of Contents Index to Financial Statements Tax Risks to Common Unitholders If the IRS makes audit adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.
Current and prospective foreign unitholders should consult their tax advisors regarding the impact of these rules on an investment in our units. 61 Table of Contents Index to Financial Statements Tax Risks to Common Unitholders If the IRS makes audit adjustments to our income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustments directly from us, in which case our cash available for distribution to our unitholders might be substantially reduced.
Such negative sentiment regarding the hydrocarbon energy industry could influence consumer preferences and government or regulatory actions, which could, in turn, have an adverse impact on our business. 42 Table of Contents Index to Financial Statements Activists concerned about the potential effects of climate change have directed their attention towards sources of funding for hydrocarbon energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in energy-related activities.
Such negative sentiment regarding the hydrocarbon energy industry could influence consumer preferences and government or regulatory actions, which could, in turn, have an adverse impact on our business. 43 Table of Contents Index to Financial Statements Activists concerned about the potential effects of climate change have directed their attention towards sources of funding for hydrocarbon energy companies, which has resulted in certain financial institutions, funds and other sources of capital restricting or eliminating their investment in energy-related activities.
Because our non-U.S. business operations earn income that is not effectively connected with a U.S. trade or business, unitholders may not apply the 20% deduction for qualified publicly traded partnership income to that portion of our income. 63 Table of Contents Index to Financial Statements Tax Risks to Series B Preferred Unitholders Treatment of income attributable to distributions on our Series B Preferred Units as guaranteed payments for the use of capital creates a different tax treatment for the holders of our Series B Preferred Units than the holders of our common units and such income is not eligible for the 20% deduction for qualified publicly traded partnership income.
Because our non-U.S. business operations earn income that is not effectively connected with a U.S. trade or business, unitholders may not apply the 20% deduction for qualified publicly traded partnership income to that portion of our income. 64 Table of Contents Index to Financial Statements Tax Risks to Series B Preferred Unitholders Treatment of income attributable to distributions on our Series B Preferred Units as guaranteed payments for the use of capital creates a different tax treatment for the holders of our Series B Preferred Units than the holders of our common units and such income is not eligible for the 20% deduction for qualified publicly traded partnership income.
Terrorists may target our physical facilities and hackers may attack our electronic and computer systems. 40 Table of Contents Index to Financial Statements If one or more of our pipelines or other facilities, including electronic and computer systems, or any facilities or businesses that deliver products, supplies or services to us or that we rely on in order to operate our business, are damaged by severe weather or any other disaster, accident, catastrophe, terrorist attack or event, our operations could be significantly interrupted.
Terrorists may target our physical facilities and hackers may attack our electronic and computer systems. 41 Table of Contents Index to Financial Statements If one or more of our pipelines or other facilities, including electronic and computer systems, or any facilities or businesses that deliver products, supplies or services to us or that we rely on in order to operate our business, are damaged by severe weather or any other disaster, accident, catastrophe, terrorist attack or event, our operations could be significantly interrupted.
It also could affect the amount of gain from our unitholders’ sale of common units and could have a negative impact on the value of the common units or result in audit adjustments to our unitholders’ tax returns without the benefit of additional deductions. 62 Table of Contents Index to Financial Statements A unitholder whose common units are the subject of a securities loan (e.g., a loan to a “short seller” to cover a short sale of common units) may be considered to have disposed of those common units.
It also could affect the amount of gain from our unitholders’ sale of common units and could have a negative impact on the value of the common units or result in audit adjustments to our unitholders’ tax returns without the benefit of additional deductions. 63 Table of Contents Index to Financial Statements A unitholder whose common units are the subject of a securities loan (e.g., a loan to a “short seller” to cover a short sale of common units) may be considered to have disposed of those common units.
If we were to incur a significant liability for which we were not fully insured, or if we incurred costs in excess of reserves established for uninsured or self-insured risks, it could have a material adverse effect on our financial position, results of operations and cash flows. 41 Table of Contents Index to Financial Statements Our and our customers’ operations are subject to various risks arising out of the threat of climate change.
If we were to incur a significant liability for which we were not fully insured, or if we incurred costs in excess of reserves established for uninsured or self-insured risks, it could have a material adverse effect on our financial position, results of operations and cash flows. 42 Table of Contents Index to Financial Statements Our and our customers’ operations are subject to various risks arising out of the threat of climate change.
In the taxable period in which a unitholder sells its units, such unitholder may recognize ordinary income from our allocations of income and gain to such unitholder prior to the sale and from recapture items that generally cannot be offset by any capital loss recognized upon the sale of units. 61 Table of Contents Index to Financial Statements Unitholders may be subject to limitation on their ability to deduct interest expense incurred by us.
In the taxable period in which a unitholder sells its units, such unitholder may recognize ordinary income from our allocations of income and gain to such unitholder prior to the sale and from recapture items that generally cannot be offset by any capital loss recognized upon the sale of units. 62 Table of Contents Index to Financial Statements Unitholders may be subject to limitation on their ability to deduct interest expense incurred by us.
We compete against these companies on the basis of many factors, including geographic proximity to production areas, market access, rates, terms of service, connection costs and other factors. 39 Table of Contents Index to Financial Statements With regard to our NGL operations, we compete with large oil, natural gas and natural gas liquids companies that may, relative to us, have greater financial resources and access to supplies of natural gas and NGL.
We compete against these companies on the basis of many factors, including geographic proximity to production areas, market access, rates, terms of service, connection costs and other factors. 40 Table of Contents Index to Financial Statements With regard to our NGL operations, we compete with large oil, natural gas and natural gas liquids companies that may, relative to us, have greater financial resources and access to supplies of natural gas and NGL.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreements, Commercial Paper Program and Indentures.” Our ability to access capital markets to raise capital on favorable terms will be affected by our debt level, our operating and financial performance, the amount of our current maturities and debt maturing in the next several years, and by prevailing market conditions.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreements, Commercial Paper Program, Term Loan and Indentures.” Our ability to access capital markets to raise capital on favorable terms will be affected by our debt level, our operating and financial performance, the amount of our current maturities and debt maturing in the next several years, and by prevailing market conditions.
Despite such efforts, we can provide no assurance that the FERC and other agencies that regulate our business will not issue future orders or declarations that increase our costs or otherwise adversely affect our operations. 52 Table of Contents Index to Financial Statements Our Canadian pipelines are subject to regulation by the CER and by provincial authorities.
Despite such efforts, we can provide no assurance that the FERC and other agencies that regulate our business will not issue future orders or declarations that increase our costs or otherwise adversely affect our operations. 53 Table of Contents Index to Financial Statements Our Canadian pipelines are subject to regulation by the CER and by provincial authorities.
Any significant increase in these expenditures could adversely affect our results of operations, financial position or cash flows, as well as our ability to make cash distributions to our unitholders. 50 Table of Contents Index to Financial Statements We do not own all of the land on which our pipelines and facilities are located, which could result in disruptions to our operations.
Any significant increase in these expenditures could adversely affect our results of operations, financial position or cash flows, as well as our ability to make cash distributions to our unitholders. 51 Table of Contents Index to Financial Statements We do not own all of the land on which our pipelines and facilities are located, which could result in disruptions to our operations.
For example, if the U.S. dollar appreciates against the Canadian dollar, the U.S. dollar value of our Canadian dollar denominated earnings is reduced for U.S. reporting purposes. 49 Table of Contents Index to Financial Statements Our business requires the retention and recruitment of a skilled workforce, and difficulties retaining and recruiting our workforce could result in a failure to implement our business plans.
For example, if the U.S. dollar appreciates against the Canadian dollar, the U.S. dollar value of our Canadian dollar denominated earnings is reduced for U.S. reporting purposes. 50 Table of Contents Index to Financial Statements Our business requires the retention and recruitment of a skilled workforce, and difficulties retaining and recruiting our workforce could result in a failure to implement our business plans.
Because AAP owns approximately 30% of our outstanding Common Unit Equivalents and the owners of our general partner, along with directors and executive officers and their affiliates, own a significant percentage of our outstanding common units, the removal of our general partner would be difficult without the consent of both our general partner and its affiliates.
Because AAP owns approximately 31% of our outstanding Common Unit Equivalents and the owners of our general partner, along with directors and executive officers and their affiliates, own a significant percentage of our outstanding common units, the removal of our general partner would be difficult without the consent of both our general partner and its affiliates.
We cannot provide any assurance as to the ultimate amount or timing of future pipeline integrity expenditures but any such expenditures could be significant. See “Environmental — General” in Note 18 to our Consolidated Financial Statements.
We cannot provide any assurance as to the ultimate amount or timing of future pipeline integrity expenditures but any such expenditures could be significant. See “Environmental — General” in Note 19 to our Consolidated Financial Statements.
In addition, the following provisions of our partnership agreement may discourage a person or group from attempting to remove our general partner or otherwise change our management: • generally, if a person acquires 20% or more of any class of units then outstanding other than from our general partner or its affiliates, the units owned by such person cannot be voted on any matter, except that such shares constituting up to 19.9% of the total shares outstanding may be voted in the election of PAGP GP directors; 55 Table of Contents Index to Financial Statements • the PAGP GP Board is composed of three classes of directors, which limits our unitholders’ ability to make significant changes to the board in any given year; and • limitations upon the ability of unitholders to call meetings or to acquire information about our operations, as well as other limitations upon the unitholders’ ability to influence the manner or direction of management.
In addition, the following provisions of our partnership agreement may discourage a person or group from attempting to remove our general partner or otherwise change our management: • generally, if a person acquires 20% or more of any class of units then outstanding other than from our general partner or its affiliates, the units owned by such person cannot be voted on any matter, except that such shares constituting up to 19.9% of the total shares outstanding may be voted in the election of PAGP GP directors; • the PAGP GP Board is composed of three classes of directors, which limits our unitholders’ ability to make significant changes to the board in any given year; and • limitations upon the ability of unitholders to call meetings or to acquire information about our operations, as well as other limitations upon the unitholders’ ability to influence the manner or direction of management.
As of December 31, 2024, we had over $2.6 billion of liquidity available, including cash and cash equivalents and available borrowing capacity under our senior unsecured revolving credit facility and our senior secured hedged inventory facility, subject to continued covenant compliance. Lower Adjusted EBITDA could increase our leverage ratios and effectively reduce our ability to incur additional indebtedness.
As of December 31, 2025, we had over $2.0 billion of liquidity available, including cash and cash equivalents and available borrowing capacity under our senior unsecured revolving credit facility and our senior secured hedged inventory facility, subject to continued covenant compliance. Lower Adjusted EBITDA could increase our leverage ratios and effectively reduce our ability to incur additional indebtedness.
If we are unable to successfully complete, integrate or realize the anticipated benefits of future acquisitions or planned divestitures (due to reduced investment in the energy sector, governmental action, litigation, counterparty non-performance or other factors), it may be more difficult for us to implement our business strategies, maintain our desired leverage levels, increase returns to equity holders or otherwise accomplish our financial goals.
If we are unable to successfully complete, integrate or realize the anticipated benefits of our recent or future acquisitions or planned divestitures (due to reduced investment in the energy sector, governmental action, litigation, counterparty non-performance or other factors), including our Canadian NGL Business divestiture, it may be more difficult for us to implement our business strategies, maintain our desired leverage levels, increase returns to equity holders or otherwise accomplish our financial goals.
The amount of our current or future indebtedness could have significant effects on our operations, including, among other things: • a significant portion of our cash flow will be dedicated to the payment of principal and interest on our indebtedness and may not be available for other purposes, including the payment of distributions on our units and capital expenditures; • credit rating agencies may view our debt level negatively; • covenants contained in our existing debt arrangements will require us to continue to meet financial tests that may adversely affect our flexibility to plan for and react to changes in our business; 48 Table of Contents Index to Financial Statements • our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general partnership purposes may be limited; • we may be at a competitive disadvantage relative to similar companies that have less debt; and • we may be more vulnerable to adverse economic and industry conditions as a result of our significant debt level.
The amount of our current or future indebtedness could have significant effects on our operations, including, among other things: • a significant portion of our cash flow will be dedicated to the payment of principal and interest on our indebtedness and may not be available for other purposes, including the payment of distributions on our units and capital expenditures; • credit rating agencies may view our debt level negatively; • covenants contained in our existing debt arrangements will require us to continue to meet financial tests that may adversely affect our flexibility to plan for and react to changes in our business; • our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general partnership purposes may be limited; • we may be at a competitive disadvantage relative to similar companies that have less debt; and • we may be more vulnerable to adverse economic and industry conditions as a result of our significant debt level. 49 Table of Contents Index to Financial Statements Our credit agreements prohibit distributions on, or purchases or redemptions of, units if any default or event of default is continuing.
Tax-exempt entities face unique tax issues from owning our common units that may result in adverse tax consequences to them. Investment in our common units by tax-exempt entities, such as employee benefit plans and individual retirement accounts (known as IRAs) raises issues unique to them.
Tax-exempt entities face unique tax issues from owning our common units that may result in adverse tax consequences to them. Investments in our common units by tax-exempt entities, such as employee benefit plans and individual retirement accounts (known as IRAs) raise issues unique to them.
Any new laws, executive orders or regulations, or changes to or interpretations of existing laws or regulations, adverse to us could have a material adverse effect on our financial position, results of operations and cash flows. 51 Table of Contents Index to Financial Statements We have a history of making incremental additions to the miles of pipelines we own, both through acquisitions and investment capital projects.
Any new laws, executive orders or regulations, or changes to or interpretations of existing laws or regulations, adverse to us could have a material adverse effect on our financial position, results of operations and cash flows. 52 Table of Contents Index to Financial Statements We have a history of increasing the miles of pipelines we own, both through acquisitions and investment capital projects.
We can give no assurance that we would be able to refinance our debt securities. 58 Table of Contents Index to Financial Statements We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service our debt securities or to repay them at maturity.
We can give no assurance that we would be able to refinance our debt securities. We do not have the same flexibility as other types of organizations to accumulate cash, which may limit cash available to service our debt securities or to repay them at maturity.
Although we expect that a substantial portion of the income we earn will be eligible for the 20% deduction for qualified publicly traded partnership income for taxable years beginning before December 31, 2025, Treasury Regulations provide that income attributable to a guaranteed payment for the use of capital is not eligible for the 20% deduction for qualified business income.
Although we expect that a substantial portion of the income we earn will be eligible for the 20% deduction for qualified publicly traded partnership income, Treasury Regulations provide that income attributable to a guaranteed payment for the use of capital is not eligible for the 20% deduction for qualified business income.
Our obligations to the holders of preferred units could also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition. Unitholders may not be able to remove our general partner even if they wish to do so. Our general partner manages and operates the Partnership.
Our obligations to the holders of preferred units could also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition. 56 Table of Contents Index to Financial Statements Unitholders may not be able to remove our general partner even if they wish to do so.
As a result, unitholders may be required to sell their common units at a time when they may not desire to sell them and/or at a price that is less than the price they would like to receive. They may also incur a tax liability upon a sale of their common units.
As a result, unitholders may be required to sell their common units at a time when they may not desire to sell them and/or at a price that is less than the price they would like to receive.
In addition, our costs of any contest with the IRS or CRA and any incremental taxes required to be paid will be borne indirectly by our unitholders and our general partner because the costs will reduce our cash available for distribution or debt service. See Note 14 for additional information regarding CRA challenge of intercompany transactions.
In addition, our costs of any contest with the IRS or CRA and any incremental taxes required to be paid will be borne indirectly by our unitholders and our general partner because the costs will reduce our cash available for distribution or debt service.
At December 31, 2024, we had approximately $15.4 billion of net property and equipment, $968 million of linefill, $2.8 billion of investments accounted for under the equity method of accounting and approximately $1.7 billion of net intangible assets capitalized on our balance sheet.
At December 31, 2025, we had approximately $16.9 billion of net property and equipment, $900 million of linefill, $2.8 billion of investments accounted for under the equity method of accounting and approximately $1.8 billion of net intangible assets capitalized on our balance sheet.
As of December 31, 2024, the face value of our consolidated debt was approximately $7.7 billion (excluding unamortized discounts and debt issuance costs of approximately $42 million), substantially all of which was at fixed interest rates.
As of December 31, 2025, the face value of our consolidated debt was approximately $11.3 billion (excluding net unamortized discounts and debt issuance costs of approximately $66 million), substantially all of which was at fixed interest rates.
If we are unable to execute on this strategy or operate these new lines of business effectively, our future growth could be limited. These new lines of business may never develop or may present risks that we cannot effectively manage.
We may enter into new businesses in connection with our strategy to participate in emerging energy opportunities. If we are unable to execute on this strategy or operate these new lines of business effectively, our future growth could be limited. These new lines of business may never develop or may present risks that we cannot effectively manage.
Taxable income from our non-U.S. businesses is not eligible for the 20% deduction for qualified publicly traded partnership income. For taxable years beginning after December 31, 2017 and ending on or before December 31, 2025, an individual unitholder is generally allowed a deduction equal to 20% of our “qualified publicly traded partnership income” that is allocated to such unitholder.
Taxable income from our non-U.S. businesses is not eligible for the 20% deduction for qualified publicly traded partnership income. An individual unitholder is generally allowed a deduction equal to 20% of our “qualified publicly traded partnership income” that is allocated to such unitholder.
These rules have been subject to legal challenges, and in April 2024 the SEC issued a voluntary stay of its rules. Although the outcome of these challenges is not yet known and the ultimate impact of these rules on our business is uncertain, compliance with the rules, if implemented, will result in additional legal, accounting and financial compliance costs.
Although the outcome of pending legal challenges is not yet known and the ultimate impact of these rules on our business is uncertain, compliance with the rules, if implemented, will result in additional legal, accounting and financial compliance costs.
If we experience a shortage in the supply of these materials or are unable to source sufficient quantities of high quality materials at acceptable prices and in a timely manner, it could materially and adversely affect our ability to construct new infrastructure and maintain our existing assets. 47 Table of Contents Index to Financial Statements Our business also depends on having access to significant amounts of electricity and other commodities.
If we experience a shortage in the supply of these materials or are unable to source sufficient quantities of high quality materials at acceptable prices and in a timely manner, it could materially and adversely affect our ability to construct new infrastructure and maintain our existing assets.
The process involves the injection of water, sand and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production, and it is typically regulated by state and provincial oil and gas commissions.
Hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons from unconventional geological formations. The process involves the injection of water, sand and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production, and it is typically regulated by state and provincial oil and gas commissions.
As of December 31, 2024, the face value of our consolidated debt outstanding was approximately $7.7 billion (excluding unamortized discounts and debt issuance costs of approximately $42 million), consisting of approximately $7.3 billion face value of long-term debt (including senior notes and finance lease obligations) and approximately $408 million of short-term borrowings.
As of December 31, 2025, the face value of our consolidated debt outstanding was approximately $11.3 billion (excluding net unamortized discounts and debt issuance costs of approximately $66 million), consisting of approximately $10.8 billion face value of long-term debt (including senior notes, term loan, commercial paper and finance lease obligations) and approximately $0.6 billion of short-term borrowings.
In the event of the insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up of the business of a subsidiary, other than a subsidiary that may guarantee our debt securities in the future, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to us or the holders of our debt securities. 57 Table of Contents Index to Financial Statements Our leverage may limit our ability to borrow additional funds, comply with the terms of our indebtedness or capitalize on business opportunities.
In the event of the insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up of the business of a subsidiary, other than a subsidiary that may guarantee our debt securities in the future, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to us or the holders of our debt securities.
The liquidity of any market for our debt securities will depend on the number of holders of those debt securities, the interest of securities dealers in making a market in those debt securities and other factors. Accordingly, we can give no assurance as to the development, continuation or liquidity of any market for the debt securities.
The liquidity of any market for our debt securities will depend on the number of holders of those debt securities, the interest of securities dealers in making a market in those debt securities and other factors.
As a result of these uncertainties, the anticipated benefits associated with our joint ventures, joint ownership arrangements and other capital projects may not be achieved or could be delayed.
As a result of these uncertainties, the anticipated benefits associated with our joint ventures, joint ownership arrangements and other capital projects may not be achieved or could be delayed. In turn, this could negatively impact our cash flow and our ability to make or increase cash distributions to our partners.
Risks Related to an Investment in Our Debt Securities The right to receive payments on our outstanding debt securities is unsecured and will be effectively subordinated to our existing and future secured indebtedness and will be structurally subordinated as to any existing and future indebtedness and other obligations of our subsidiaries, other than subsidiaries that may guarantee our debt securities in the future.
A change of control also may trigger payment obligations under various compensation arrangements with our officers. 58 Table of Contents Index to Financial Statements Risks Related to an Investment in Our Debt Securities The right to receive payments on our outstanding debt securities is unsecured and will be effectively subordinated to our existing and future secured indebtedness and will be structurally subordinated as to any existing and future indebtedness and other obligations of our subsidiaries, other than subsidiaries that may guarantee our debt securities in the future.
Additionally, the designation of previously unprotected species or the re-designation of under-protected species as threatened or endangered in areas where we or our customers conduct operations could cause us to incur increased costs arising from species protection measures or could result in delays, restrictions or prohibitions on our customers’ development and production activities that could have a material adverse effect on our results of operations. 54 Table of Contents Index to Financial Statements Risks Inherent in an Investment in Us Cost reimbursements due to our general partner may be substantial and will reduce our cash available for distribution to unitholders.
Additionally, the designation of previously unprotected species or the re-designation of under-protected species as threatened or endangered in areas where we or our customers conduct operations could cause us to incur increased costs arising from species protection measures or could result in delays, restrictions or prohibitions on our customers’ development and production activities that could have a material adverse effect on our results of operations.
Any of these factors could adversely affect our ability to achieve anticipated levels of cash flows or other benefits from our acquisitions, pay distributions to our partners or meet our debt service requirements. We may enter into new businesses in connection with our strategy to participate in emerging energy opportunities.
Any of these factors could adversely affect our ability to achieve anticipated levels of cash flows or other benefits from our acquisitions, pay distributions to our partners or meet our debt service requirements.
Delaware law provides that for a period of three years from the date of an impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount. 56 Table of Contents Index to Financial Statements Conflicts of interest could arise among our general partner and us or the unitholders.
Delaware law provides that for a period of three years from the date of an impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount.
If unitholders are dissatisfied with the performance of our general partner, they currently have little practical ability to remove our general partner. Our general partner may not be removed except upon the vote of the holders of at least 66 2 / 3 % of our outstanding units (including units held by our general partner or its affiliates).
Our general partner may not be removed except upon the vote of the holders of at least 66 2 / 3 % of our outstanding units (including units held by our general partner or its affiliates).
Our leverage is significant in relation to our partners’ capital. At December 31, 2024, the face value of our total outstanding long-term debt was approximately $7.3 billion, and the face value of our total outstanding short-term debt was approximately $408 million. We will be prohibited from making cash distributions during an event of default under any of our indebtedness.
At December 31, 2025, the face value of our total outstanding long-term debt was approximately $10.8 billion, and the face value of our total outstanding short-term debt was approximately $0.6 billion. We will be prohibited from making cash distributions during an event of default under any of our indebtedness.
Our unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us.
See Note 15 to our Consolidated Financial Statements for additional information regarding CRA challenge of intercompany transactions. Our unitholders may be required to pay taxes on their share of our income even if they do not receive any cash distributions from us.
Unitholders may not have limited liability if a court finds that unitholder actions constitute control of our business and unitholders may have liability to repay distributions under certain circumstances.
They may also incur a tax liability upon a sale of their common units. 57 Table of Contents Index to Financial Statements Unitholders may not have limited liability if a court finds that unitholder actions constitute control of our business and unitholders may have liability to repay distributions under certain circumstances.
The ability of our subsidiaries to make distributions to us may be restricted by, among other things, credit facilities and applicable state partnership laws and other laws and regulations. Pursuant to our credit facilities, we may be required to establish cash reserves for the future payment of principal and interest on the amounts outstanding under our credit facilities.
Pursuant to our credit facilities, we may be required to establish cash reserves for the future payment of principal and interest on the amounts outstanding under our credit facilities.
We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets, which may restrict our ability to receive funds from such subsidiaries and make payments on our debt securities. We are a holding company, and our subsidiaries conduct all of our operations and own all of our operating assets.
Accordingly, we can give no assurance as to the development, continuation or liquidity of any market for the debt securities. 59 Table of Contents Index to Financial Statements We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets, which may restrict our ability to receive funds from such subsidiaries and make payments on our debt securities.
In addition, enhanced climate-related disclosure requirements could influence stakeholders and lenders to restrict or seek more stringent conditions with respect to their investments in certain carbon-intensive sectors.
In addition, enhanced climate-related disclosure requirements could influence stakeholders and lenders to restrict or seek more stringent conditions with respect to their investments in certain carbon-intensive sectors. Legislation, executive orders and regulatory initiatives relating to hydraulic fracturing or other hydrocarbon development activities could reduce domestic production of crude oil and natural gas.
Imposition of any similar taxes by individual states or additional federal or foreign taxes on us could substantially reduce our cash available for distribution to our unitholders. 59 Table of Contents Index to Financial Statements The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes or differing interpretations, possibly applied on a retroactive basis.
The tax treatment of publicly traded partnerships or an investment in our units could be subject to potential legislative, judicial or administrative changes or differing interpretations, possibly applied on a retroactive basis.
The actual amount of cash that is available to be distributed each quarter will depend on numerous factors, some of which are beyond our control and the control of the general partner. Cash distributions are dependent primarily on cash flow, levels of financial reserves and working capital borrowings, and not solely on profitability, which is affected by non-cash items.
Because distributions on our common units are dependent on the amount of cash we generate, distributions may fluctuate based on our performance. The actual amount of cash that is available to be distributed each quarter will depend on numerous factors, some of which are beyond our control and the control of the general partner.
The reimbursement of expenses and the payment of fees and expenses could adversely affect our ability to make distributions. The general partner has sole discretion to determine the amount of these expenses. In addition, our general partner and its affiliates may provide us with services for which we will be charged reasonable fees as determined by the general partner.
In addition, our general partner and its affiliates may provide us with services for which we will be charged reasonable fees as determined by the general partner. Cash distributions are not guaranteed and may fluctuate with our performance and the establishment of financial reserves.
Supply chain disruptions and inflation of prices for commodities, materials, products and shipping may make it more challenging to obtain sufficient quantities of high quality materials at acceptable prices and in a timely manner.
If we are unable to obtain commodities sufficient to operate and maintain our assets, or only able to do so at commercially unreasonable prices, it could materially and adversely affect our business. 48 Table of Contents Index to Financial Statements Supply chain disruptions and inflation of prices for commodities, materials, products and shipping may make it more challenging to obtain sufficient quantities of high quality materials at acceptable prices and in a timely manner.
In the past, the results of such activities have varied significantly based on market conditions and these activities may continue to experience highly variable results as a result of future changes to the markets for crude oil and NGL. 43 Table of Contents Index to Financial Statements Joint ventures, joint ownership arrangements and other capital projects pose unique challenges and we may not be able to fully implement or realize synergies, expected returns or other anticipated benefits associated with such projects.
In the past, the results of such activities have varied significantly based on market conditions and these activities may continue to experience highly variable results as a result of future changes to the markets for crude oil and NGL. 44 Table of Contents Index to Financial Statements Acquisitions and divestitures involve risks that may adversely affect our business.
Prior to making any distribution on our common units, we will reimburse our general partner and its affiliates, including officers and directors of the general partner, for all expenses incurred on our behalf. In addition, we are required to pay all direct and indirect expenses of the Plains Entities, other than income taxes of any of the PAGP Entities.
Risks Inherent in an Investment in Us Cost reimbursements due to our general partner may be substantial and will reduce our cash available for distribution to unitholders. Prior to making any distribution on our common units, we will reimburse our general partner and its affiliates, including officers and directors of the general partner, for all expenses incurred on our behalf.
We have no significant assets other than the ownership interests in our subsidiaries. As a result, our ability to make required payments on our debt securities depends on the performance of our subsidiaries and their ability to distribute funds to us.
As a result, our ability to make required payments on our debt securities depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, credit facilities and applicable state partnership laws and other laws and regulations.
Therefore, treatment of us as a corporation would result in a material reduction in cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our units.
Therefore, treatment of us as a corporation would result in a material reduction in cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our units. 60 Table of Contents Index to Financial Statements In addition, several states impose and others have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation.
In addition, several states impose and others have been evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation. For example, we are subject to entity-level tax on the portion of our income apportioned to Texas.
For example, we are subject to entity-level tax on the portion of our income apportioned to Texas. Imposition of any similar taxes by individual states or additional federal or foreign taxes on us could substantially reduce our cash available for distribution to our unitholders.
We are involved in many strategic joint ventures and other joint ownership arrangements.
Joint ventures, joint ownership arrangements and other capital projects pose unique challenges and we may not be able to fully implement or realize synergies, expected returns or other anticipated benefits associated with such projects. We are involved in many strategic joint ventures and other joint ownership arrangements.
Removed
In turn, this could negatively impact our cash flow and our ability to make or increase cash distributions to our partners. 44 Table of Contents Index to Financial Statements Acquisitions and divestitures involve risks that may adversely affect our business.
Added
Our business also depends on having access to significant amounts of electricity and other commodities.
Removed
For a discussion of our Line 901 Incident insurance receivable, please read Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates— Line 901 Incident Insurance Receivable” and Note 18 to our Consolidated Financial Statements.
Added
These rules have been subject to legal challenges, and in April 2024 and January 2026, the SEC and California, respectively, issued voluntary stays of their respective rules pending resolution of legal challenges. In March 2025, the SEC voted to withdraw its defense of the climate disclosure rules.
Removed
If we are unable to obtain commodities sufficient to operate and maintain our assets, or only able to do so at commercially unreasonable prices, it could materially and adversely affect our business.
Added
In addition, we are required to pay all direct and indirect expenses of the Plains Entities, other than income taxes of any of the PAGP Entities. The reimbursement of expenses and the payment of fees and expenses could adversely affect our ability to make distributions. The general partner has sole discretion to determine the amount of these expenses.
Removed
Our credit agreements prohibit distributions on, or purchases or redemptions of, units if any default or event of default is continuing.
Added
Cash distributions are dependent primarily on cash flow, levels of financial reserves and working capital borrowings, and not solely on profitability, which is affected by non-cash items.
Removed
Legislation, executive orders and regulatory initiatives relating to hydraulic fracturing or other hydrocarbon development activities could reduce domestic production of crude oil and natural gas. Hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons from unconventional geological formations.
Added
Our general partner manages and operates the Partnership. If unitholders are dissatisfied with the performance of our general partner, they currently have little practical ability to remove our general partner.
Removed
Laws and regulations pertaining to the protection of threatened and endangered species or to critical habitat, wetlands and natural resources could delay, restrict or prohibit our and our customers’ operations and cause us or our customers to incur substantial costs that may have a material adverse effect on our results of operations.
Added
Conflicts of interest could arise among our general partner and us or the unitholders.
Removed
Cash distributions are not guaranteed and may fluctuate with our performance and the establishment of financial reserves. Because distributions on our common units are dependent on the amount of cash we generate, distributions may fluctuate based on our performance.
Added
Our leverage may limit our ability to borrow additional funds, comply with the terms of our indebtedness or capitalize on business opportunities. Our leverage is significant in relation to our partners’ capital.
Removed
A change of control also may trigger payment obligations under various compensation arrangements with our officers.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity leadership team also includes our Director, Technology Risk and Cybersecurity, our Senior Director, Strategic Planning, our Senior Director, North American Solution Delivery and our Senior Director, Enterprise Technology. The Board receives quarterly updates on material security incidents (if applicable), detection, monitoring, security culture scores, and other key initiatives and notable events from our cybersecurity leadership team.
Biggest changeOur cybersecurity leadership team also includes our Senior Director, Enterprise Technology, our Director, Cybersecurity and Technology Risk, and other senior leaders from our Information Services team. The Board receives quarterly updates on material security incidents (if applicable), detection, monitoring, and other key initiatives and notable events from our Vice President of Information Services – North America.
Despite the implementation of our cybersecurity programs, our security measures cannot guarantee that a significant cyberattack will not occur. A successful attack on our IT systems or those of our vendors could have significant consequences to the business. While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security.
Despite the implementation of our cybersecurity programs, our security measures cannot guarantee that a significant cyberattack will not occur. A successful attack on our IT systems or those of our vendors could have significant consequences to our business. While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security.
Item 1C. Cybersecurity Description of Cybersecurity Risk Management and Strategy To assess, identify and manage material cybersecurity risks, we have endeavored to implement policies, standards and technical controls with the aim of protecting our information and operations systems (collectively, “IT systems”).
Item 1C. Cybersecurity Description of Cybersecurity Risk Management and Strategy To assess, identify and manage material cybersecurity risks, we have endeavored to implement policies, standards and technical controls with the aim of protecting our information technology (“IT”) and operational technology (“OT”) systems (collectively, our “IT systems”).
In addition to having the requisite training, knowledge, skills and abilities required for their respective positions, the cybersecurity leadership team collectively holds various relevant U.S. and Canadian information security certifications.
In addition to having the requisite training, knowledge, skills and abilities required for their respective positions, the cybersecurity leadership team collectively holds various relevant U.S. and Canadian information security certifications. The cybersecurity leadership team is supported by a dedicated team of skilled cybersecurity professionals, each bringing diverse expertise in areas such as network security, data protection, and threat intelligence.
Our cybersecurity leadership team also receives comprehensive reports on security incidents, threat intelligence, and vulnerability assessments from our cybersecurity team. Our cybersecurity leadership team is made up of highly experienced professionals with an extensive background in information security, risk management, and incident response. This background includes more than 50 years of collective experience in infrastructure, cybersecurity and telecommunications.
Our cybersecurity leadership team also receives comprehensive reports on security incidents, threat intelligence, and vulnerability assessments from our cybersecurity team. 66 Table of Contents Index to Financial Statements Our cybersecurity leadership team is made up of highly experienced professionals with extensive backgrounds in information security, risk management, and incident response, including our Vice President of Information Services – North America, our Senior Director, Enterprise Technology and our Director, Cybersecurity and Technology Risk.
Removed
The cybersecurity leadership team is supported by a dedicated team of skilled cybersecurity professionals, each bringing diverse expertise in areas such as network security, data protection, and threat intelligence. 65 Table of Contents Index to Financial Statements
Added
Our Vice President of Information Services – North America has been with Plains for over 15 years and has over 25 years’ experience in technology infrastructure and security including senior management level oversight of cybersecurity for organizations in both the health care and oil and gas industries.
Added
Our Senior Director, Enterprise Technology reports to the Vice President, Information Services – North America and has accountability for core enterprise technology platforms, including hosting, networks, data platforms, and cybersecurity programs. This individual has over 20 years of experience in the information services industry, including experience with cyber incident detection and response.
Added
The Director, Cybersecurity and Technology Risk has responsibility for oversight of cybersecurity strategy across IT and OT environments, implementation of programs aligned with recognized frameworks, and implementation of key security controls.
Added
This individual has more than 20 years of experience in enterprise cybersecurity, OT security, and critical infrastructure risk management at publicly traded companies and holds multiple industry-recognized certifications in information security, audit, privacy, and enterprise IT governance.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings The information required by this item is included in Note 18 to our Consolidated Financial Statements, and is incorporated herein by reference thereto. Item 4. Mine Safety Disclosures Not applicable. 66 Table of Contents Index to Financial Statements PART II
Biggest changeItem 3. Legal Proceedings The information required by this item is included in Note 19 to our Consolidated Financial Statements, and is incorporated herein by reference thereto. Item 4. Mine Safety Disclosures Not applicable. 67 Table of Contents Index to Financial Statements PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe graph assumes that $100 was invested in our common units and each comparison index beginning on December 31, 2019 and that all distributions were reinvested on a quarterly basis. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 PAA $ 100.00 $ 48.06 $ 58.72 $ 79.65 $ 110.89 $ 134.73 S&P 500 $ 100.00 $ 155.68 $ 200.37 $ 164.08 $ 207.21 $ 259.05 AMNA $ 100.00 $ 95.06 $ 131.58 $ 159.92 $ 182.34 $ 263.52 67 Table of Contents Index to Financial Statements This information shall not be deemed to be “soliciting material” or to be “filed” with the Commission or subject to Regulation 14A or 14C under the Exchange Act, other than as provided in Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.
Biggest changeThe graph assumes that $100 was invested in our common units and each comparison index beginning on December 31, 2020 and that all distributions were reinvested on a quarterly basis. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 PAA $ 100.00 $ 122.18 $ 165.74 $ 230.75 $ 280.34 $ 320.92 S&P 500 $ 100.00 $ 128.68 $ 105.36 $ 133.03 $ 166.28 $ 195.98 AMNA $ 100.00 $ 138.42 $ 168.22 $ 191.80 $ 277.21 $ 291.01 68 Table of Contents Index to Financial Statements This information shall not be deemed to be “soliciting material” or to be “filed” with the Commission or subject to Regulation 14A or 14C under the Exchange Act, other than as provided in Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically request that such information be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreements, Commercial Paper Program and Indentures.” Under the terms of our partnership agreement, our Series A preferred units and our Series B preferred units rank senior to all classes or series of equity securities in us with respect to distribution rights. Item 6. Reserved
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreements, Commercial Paper Program, Term Loan and Indentures.” Under the terms of our partnership agreement, our Series A preferred units and our Series B preferred units rank senior to all classes or series of equity securities in us with respect to distribution rights. Item 6. Reserved
See Note 17 to our Consolidated Financial Statements for additional information regarding our equity-indexed compensation plans. Performance Graph The following graph compares the total unitholder return performance of our common units with the performance of: (i) the Standard & Poor’s 500 Stock Index (“S&P 500”) and (ii) the Alerian Midstream Energy Index (“AMNA”).
See Note 18 to our Consolidated Financial Statements for additional information regarding our equity-indexed compensation plans. Performance Graph The following graph compares the total unitholder return performance of our common units with the performance of: (i) the Standard & Poor’s 500 Stock Index (“S&P 500”) and (ii) the Alerian Midstream Energy Index (“AMNA”).
The following table presents cash distributions per common unit pertaining to the quarter presented, which were declared and paid in the following calendar quarter (see the “Cash Distribution Policy” section below for a discussion of our policy regarding distribution payments): First Quarter Second Quarter Third Quarter Fourth Quarter 2024 $ 0.3175 $ 0.3175 $ 0.3175 $ 0.3800 2023 $ 0.2675 $ 0.2675 $ 0.2675 $ 0.3175 Our common units are also used as a form of compensation to our employees.
The following table presents cash distributions per common unit pertaining to the quarter presented, which were declared and paid in the following calendar quarter (see the “Cash Distribution Policy” section below for a discussion of our policy regarding distribution payments): First Quarter Second Quarter Third Quarter Fourth Quarter 2025 $ 0.3800 $ 0.3800 $ 0.3800 $ 0.4175 2024 $ 0.3175 $ 0.3175 $ 0.3175 $ 0.3800 Our common units are also used as a form of compensation to our employees.
Item 5. Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities Market Information, Holders and Distributions Our common units are listed and traded on Nasdaq under the symbol “PAA.” As of February 14, 2025, there were 703,775,950 common units outstanding and approximately 109,000 record holders and beneficial owners (held in street name).
Item 5. Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities Market Information, Holders and Distributions Our common units are listed and traded on Nasdaq under the symbol “PAA.” As of February 20, 2026, there were 705,531,683 common units outstanding and approximately 117,900 record holders and beneficial owners (held in street name).

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeVariations 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.” 74 Table of Contents Index to Financial Statements The following tables set forth the reconciliation of the non-GAAP financial performance measures Adjusted EBITDA, Adjusted EBITDA attributable to PAA and Implied DCF from Net Income (in millions): Year Ended December 31, Variance 2024 2023 $ % Net income $ 1,113 $ 1,502 $ (389) (26) % Interest expense, net of certain items (1) 382 386 (4) (1) % Income tax expense 167 121 46 38 % Depreciation and amortization 1,026 1,048 (22) (2) % (Gains)/losses on asset sales, asset impairments and other, net 160 (152) 312 205 % Gain on investments in unconsolidated entities, net (15) (28) 13 46 % Depreciation and amortization of unconsolidated entities (2) 84 87 (3) (3) % Selected Items Impacting Comparability: Derivative activities and inventory valuation adjustments 85 159 (74) ** Long-term inventory costing adjustments (9) 35 (44) ** Deficiencies under minimum volume commitments, net (31) 12 (43) ** Equity-indexed compensation expense 36 36 — ** Foreign currency revaluation (27) 24 (51) ** Line 901 incident 345 10 335 ** Transaction-related expenses — 1 (1) ** Selected Items Impacting Comparability - Segment Adjusted EBITDA (3) 399 277 122 ** Mark-to-market adjustment of Preferred Distribution Rate Reset Option embedded derivative (4) — (58) 58 ** Foreign currency revaluation (5) 10 (16) 26 ** Selected Items Impacting Comparability - Adjusted EBITDA (6) 409 203 206 ** Adjusted EBITDA (6) $ 3,326 $ 3,167 $ 159 5 % Adjusted EBITDA attributable to noncontrolling interests (7) (547) (456) (91) (20) % Adjusted EBITDA attributable to PAA $ 2,779 $ 2,711 $ 68 3 % Year Ended December 31, Variance 2024 2023 $ % Adjusted EBITDA (6) (8) $ 3,326 $ 3,167 $ 159 5 % Interest expense, net of certain non-cash and other items (9) (365) (367) 2 1 % Maintenance capital (10) (261) (231) (30) (13) % Investment capital of noncontrolling interests (11) (86) (87) 1 1 % Current income tax expense (195) (145) (50) (34) % Distributions from unconsolidated entities in excess of/(less than) adjusted equity earnings (12) 11 (37) 48 ** Distributions to noncontrolling interests (13) (425) (333) (92) (28) % Implied DCF $ 2,005 $ 1,967 $ 38 2 % Preferred unit cash distributions (13) (254) (241) Implied DCF Available to Common Unitholders $ 1,751 $ 1,726 Common unit cash distributions (13) (891) (748) Implied DCF Excess (14) $ 860 $ 978 ** Indicates that variance as a percentage is not meaningful.
Biggest changeThe following tables set forth the reconciliation of the non-GAAP financial performance measures Adjusted EBITDA, Adjusted EBITDA attributable to PAA and Implied DCF from Net Income (in millions): Year Ended December 31, Variance 2025 2024 $ % Net income (1) $ 1,769 $ 1,113 $ 656 59 % Interest expense, net of certain items (2) 467 382 85 22 % Income tax expense from continuing operations 15 87 (72) (83) % Income tax expense from discontinued operations (3) 139 80 59 74 % Depreciation and amortization from continuing operations 953 901 52 6 % Depreciation and amortization from discontinued operations (3) 57 125 (68) (54) % (Gains)/losses on asset sales, asset impairments and other, net from continuing operations (54) 159 (213) (134) % Losses on asset sales, asset impairments and other, net from discontinued operations (3) 21 1 20 ** Gain on investments in unconsolidated entities, net (31) (15) (16) (107) % Depreciation and amortization of unconsolidated entities (4) 84 84 — — % Selected Items Impacting Comparability (1) : Derivative activities and inventory valuation adjustments (108) 85 (193) ** Long-term inventory costing adjustments 48 (9) 57 ** Deficiencies under minimum volume commitments, net (38) (31) (7) ** Rail fleet amortization expense related to discontinued operations (5) (18) — (18) ** Equity-indexed compensation expense 37 36 1 ** Foreign currency revaluation 15 (27) 42 ** Line 901 incident — 345 (345) ** Transaction-related expenses 17 — 17 ** Selected Items Impacting Comparability - Segment Adjusted EBITDA (1) (6) (47) 399 (446) ** Foreign currency revaluation (7) 1 10 (9) ** Selected Items Impacting Comparability - Adjusted EBITDA (1) (8) (46) 409 (455) ** Adjusted EBITDA (1) (8) $ 3,374 $ 3,326 $ 48 1 % Adjusted EBITDA attributable to noncontrolling interests (9) (541) (547) 6 1 % Adjusted EBITDA attributable to PAA (1) $ 2,833 $ 2,779 $ 54 2 % 77 Table of Contents Index to Financial Statements Year Ended December 31, Variance 2025 2024 $ % Adjusted EBITDA (1) (8) (10) $ 3,374 $ 3,326 $ 48 1 % Interest expense, net of certain non-cash and other items (11) (452) (365) (87) (24) % Maintenance capital from continuing operations (12) (156) (187) 31 17 % Maintenance capital from discontinued operations (12) (70) (74) 4 5 % Investment capital of noncontrolling interests (13) (108) (86) (22) (26) % Current income tax expense from continuing operations (1) (82) 81 99 % Current income tax expense from discontinued operations (3) (99) (113) 14 12 Distributions from unconsolidated entities in excess of/(less than) adjusted equity earnings (14) 22 11 11 ** Distributions to noncontrolling interests (15) (447) (425) (22) (5) % Implied DCF (1) $ 2,063 $ 2,005 $ 58 3 % Preferred unit distributions (15) (225) (254) Implied DCF Available to Common Unitholders (1) $ 1,838 $ 1,751 Common unit cash distributions (15) (1,070) (891) Implied DCF Excess (1) (16) $ 768 $ 860 ** Indicates that variance as a percentage is not meaningful.
Preferred Unit Repurchase On January 31, 2025, we repurchased 12.7 million units, or 18%, of our outstanding Series A preferred units at the issue price of $26.25 per unit for a purchase price of approximately $333 million, plus accrued and unpaid distributions through January 30, 2025 of approximately $10 million.
Preferred Unit Repurchase On January 31, 2025, we repurchased approximately 12.7 million units, or 18%, of our outstanding Series A preferred units at the issue price of $26.25 per unit for a purchase price of approximately $333 million, plus accrued and unpaid distributions through January 30, 2025 of approximately $10 million.
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 core operating results and/or (v) other items that we believe should be excluded in understanding our core operating performance.
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.
Management believes that the presentation of Adjusted EBITDA, Adjusted EBITDA attributable to PAA and Implied DCF 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 core operating performance and ability to fund distributions to our unitholders through cash generated by our operations, (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.
Management believes that the presentation of Adjusted EBITDA, Adjusted EBITDA attributable to PAA and Implied DCF 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 and ability to fund distributions to our unitholders through cash generated by our operations, (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.
As one of the largest crude oil midstream service providers in North America, we own an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and NGL producing basins (including the Permian Basin) and transportation corridors and at major market hubs in the United States and Canada.
As one of the largest crude oil midstream service providers in North America, we own 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.
See Item 1A. “Risk Factors” for further discussion regarding risks that may impact our liquidity and capital resources. Credit Agreements, Commercial Paper Program and Indentures We have three primary credit arrangements, which we use to meet our short-term cash needs.
See Item 1A. “Risk Factors” for further discussion regarding risks that may impact our liquidity and capital resources. Credit Agreements, Commercial Paper Program, Term Loan and Indentures We have three primary credit arrangements, which we use to meet our short-term cash needs.
Revenues and Purchases Fluctuations in our consolidated 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.
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.
“Proceeds from the issuance of related party notes” has an equal and offsetting cash outflow associated with our investment in related party notes, which is included as a component of “Net cash used in investing activities.” See Note 16 to our Consolidated Financial Statements for additional information on our related party notes. (2) Cash distributions paid during the period presented.
“Proceeds from the issuance of related party notes” has an equal and offsetting cash outflow associated with our investment in related party notes, which is included as a component of “Net cash used in investing activities.” See Note 17 to our Consolidated Financial Statements for additional information on our related party notes. (2) Cash distributions paid during the period presented.
We did not conduct any offerings under our Traditional Shelf during the year 2024. We also have access to a universal shelf registration statement (“WKSI Shelf”), which provides us with the ability to offer and sell an unlimited amount of debt and equity securities, subject to market conditions and our capital needs.
We did not conduct any offerings under our Traditional Shelf during the year 2025. We also have access to a universal shelf registration statement (“WKSI Shelf”), which provides us with the ability to offer and sell an unlimited amount of debt and equity securities, subject to market conditions and our capital needs.
We have filed with the SEC a universal shelf registration statement that, subject to effectiveness at the time of use, allows us to issue up to a specified amount of debt or equity securities (“Traditional Shelf”), under which we had approximately $1.1 billion of unsold securities available at December 31, 2024.
We have filed with the SEC a universal shelf registration statement that, subject to effectiveness at the time of use, allows us to issue up to a specified amount of debt or equity securities (“Traditional Shelf”), under which we had approximately $1.1 billion of unsold securities available at December 31, 2025.
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. 88 Table of Contents Index to Financial Statements Letters of Credit.
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. 90 Table of Contents Index to Financial Statements Letters of Credit.
Our estimates for contingent liability accruals are increased or decreased as additional information is obtained or resolution is achieved. A hypothetical variance of 5% in our aggregate estimate for the accruals and contingent liabilities discussed above would have an impact on earnings of up to approximately $13 million.
Our estimates for contingent liability accruals are increased or decreased as additional information is obtained or resolution is achieved. A hypothetical variance of 5% in our aggregate estimate for the accruals and contingent liabilities discussed above would have an impact on earnings of up to approximately $9 million.
Additionally, we estimate the upcoming liquidation timing of the inventory. Changes in assumptions made as to the timing of a sale can materially impact net realizable value. During the years ended December 31, 2024, 2023 and 2022, we did not record any charges related to the valuation adjustment of our inventory.
Additionally, we estimate the upcoming liquidation timing of the inventory. Changes in assumptions made as to the timing of a sale can materially impact net realizable value. During the years ended December 31, 2025, 2024 and 2023, we did not record any charges related to the valuation adjustment of our inventory.
Distributions to Noncontrolling Interests Distributions to noncontrolling interests represent amounts paid on interests in consolidated entities that are not owned by us. As of December 31, 2024, noncontrolling interests in our subsidiaries consisted of (i) a 35% interest in the Permian JV, (ii) a 30% interest in Cactus II and (iii) a 33% interest in Red River.
Distributions to Noncontrolling Interests Distributions to noncontrolling interests represent amounts paid on interests in consolidated entities that are not owned by us. As of December 31, 2025, noncontrolling interests in our subsidiaries consisted of (i) a 35% interest in the Permian JV, (ii) a 30% interest in Cactus II and (iii) a 33% interest in Red River.
Uncertainties that impact these estimates include the costs associated with these activities and the timing of incurring such costs. A hypothetical variance of 5% in our aggregate estimate for the retirement obligations discussed above would have an impact on earnings of up to approximately $7 million.
Uncertainties that impact these estimates include the costs associated with these activities and the timing of incurring such costs. A hypothetical variance of 5% in our aggregate estimate for the retirement obligations discussed above would have an impact on earnings of up to approximately $6 million.
Purchase Obligations In the ordinary course of doing business, we purchase crude oil and NGL 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.
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 have commodity derivatives and interest rate derivatives that are accounted for as assets and liabilities at fair value on our Consolidated Balance Sheets. The valuations of our derivatives that are exchange traded are based on market prices on the applicable exchange on the last day of the period.
We have commodity, interest rate and foreign currency derivatives that are accounted for as assets and liabilities at fair value on our Consolidated Balance Sheets. The valuations of our derivatives that are exchange traded are based on market prices on the applicable exchange on the last day of the period.
(5) 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.
(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.
Therefore, our cash flow from operating activities may be impacted by the margin deposit requirements related to our derivative activities. See Note 12 to our Consolidated Financial Statements for a discussion regarding our derivatives and risk management activities.
Therefore, our cash flow from operating activities may be impacted by the margin deposit requirements related to our derivative activities. See Note 13 to our Consolidated Financial Statements for a discussion regarding our derivatives and risk management activities.
We used a portion of the net proceeds from our January 2025 senior notes offering to fund this repurchase. See Note 11 to our Consolidated Financial Statements for more information regarding our Series A preferred units.
We used a portion of the net proceeds from our January 2025 senior notes offering to fund this repurchase. See Note 12 to our Consolidated Financial Statements for more information regarding our Series A preferred units.
For further information on all of our significant accounting policies, see Note 2 to our Consolidated Financial Statements. 89 Table of Contents Index to Financial Statements Fair Value of Assets and Liabilities Acquired and Identification of Associated Goodwill and Intangible Assets.
For further information on all of our significant accounting policies, see Note 2 to our Consolidated Financial Statements. 91 Table of Contents Index to Financial Statements Fair Value of Assets and Liabilities Acquired and Identification of Associated Goodwill and Intangible Assets.
(2) Available capacity under our senior unsecured revolving credit facility and senior secured hedged inventory facility was reduced by outstanding letters of credit issued under these facilities of less than $1 million and $17 million, respectively.
(2) Available capacity under our senior unsecured revolving credit facility and senior secured hedged inventory facility was reduced by outstanding letters of credit issued under these facilities of less than $1 million and $52 million, respectively.
See “—Executive Summary— Market Overview and Outlook” and Note 6, Note 8 and Note 9 to our Consolidated Financial Statements for additional information. Inventory Valuations. Inventory, including long-term inventory, primarily consists of crude oil and NGL and is valued at the lower of cost or net realizable value, with cost determined using an average cost method within specific inventory pools.
See “—Executive Summary— Market Overview and Outlook” and Note 7, Note 9 and Note 10 to our Consolidated Financial Statements for additional information. Inventory Valuations. Inventory, including long-term inventory, primarily consists of crude oil and NGL and is valued at the lower of cost or net realizable value, with cost determined using an average cost method within specific inventory pools.
The chart below depicts the relationship between global supply of crude oil and other petroleum liquids and demand since the beginning of 2020 and the U.S. Energy Information Administration’s (“EIA”) Short-Term Energy Outlook as of January 2025: World Liquid Fuels Production and Consumption Balance (1) (in millions of barrels per day) (1) Barrels produced and consumed per quarter.
The chart below depicts the relationship between global supply of crude oil and other petroleum liquids and demand since the beginning of 2021 and the U.S. Energy Information Administration’s (“EIA”) Short-Term Energy Outlook as of January 2026: World Liquid Fuels Production and Consumption Balance (1) (in millions of barrels per day) (1) Barrels produced and consumed per quarter.
None of these entities had debt outstanding as of December 31, 2024. We may elect at any time to make additional capital contributions to any of these entities.
None of these entities had debt outstanding as of December 31, 2025. We may elect at any time to make additional capital contributions to any of these entities.
At December 31, 2024 and 2023, we had outstanding letters of credit of approximately $90 million and $205 million, respectively. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements as defined by Item 303 of Regulation S-K. Investments in Unconsolidated Entities We have invested in entities that are not consolidated in our financial statements.
At December 31, 2025 and 2024, we had outstanding letters of credit of approximately $95 million and $90 million, respectively. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements as defined by Item 303 of Regulation S-K. Investments in Unconsolidated Entities We have invested in entities that are not consolidated in our financial statements.
Our discussion and analysis includes the following: • Executive Summary • Results of Operations • Liquidity and Capital Resources • Critical Accounting Policies and Estimates • Recent Accounting Pronouncements 68 Table of Contents Index to Financial Statements A comparative discussion of our 2023 to 2022 operating results and performance measures can be found in Item 7.
Our discussion and analysis includes the following: • Executive Summary • Results of Operations • Liquidity and Capital Resources • Critical Accounting Policies and Estimates • Recent Accounting Pronouncements 69 Table of Contents Index to Financial Statements A comparative discussion of our 2024 to 2023 operating results and performance measures can be found in Item 7.
These estimates are based on various factors including condition, manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Uncertainties that impact these estimates include changes in laws and regulations relating to restoration and abandonment requirements, economic conditions and supply and demand in the area.
We compute depreciation and amortization based on estimated useful lives. These estimates are based on various factors including condition, manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Uncertainties that impact these estimates include changes in laws and regulations relating to restoration and abandonment requirements, economic conditions and supply and demand in the area.
In addition, when we evaluate property and equipment and other long-lived assets for recoverability, it may also be necessary to review related depreciation estimates and methods. 91 Table of Contents Index to Financial Statements Investments in unconsolidated entities accounted for under the equity method of accounting are assessed for impairment when events or circumstances suggest that a decline in value may be other than temporary.
In addition, when we evaluate property and equipment and other long-lived assets for recoverability, it may also be necessary to review related depreciation estimates and methods. Investments in unconsolidated entities accounted for under the equity method of accounting are assessed for impairment when events or circumstances suggest that a decline in value may be other than temporary.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 28, 2025.
See Note 6 and Note 9 to our Consolidated Financial Statements for additional information on our property and equipment, intangible assets and depreciation and amortization expense. See Note 2 to our Consolidated Financial Statements for additional information on our asset retirement obligations. Impairment Assessments of Property and Equipment, Investments in Unconsolidated Entities and Intangible Assets.
See Note 7 and Note 10 to our Consolidated Financial Statements for additional information on our property and equipment, intangible assets and depreciation and amortization expense. See Note 2 to our Consolidated Financial Statements for additional information on our asset retirement obligations. Impairment Assessments of Property and Equipment, Investments in Unconsolidated Entities and Intangible Assets.
(6) “Other income/(expense), net” on our Consolidated Statements of Operations, excluding interest income associated with promissory notes by and among PAA and certain Plains entities, adjusted for selected items impacting comparability (“Adjusted other income/(expense), net”) is included in Adjusted EBITDA and excluded from Segment Adjusted EBITDA.
(8) “Other income, net” on our Consolidated Statements of Operations, excluding interest income associated with promissory notes by and among us and certain Plains entities, adjusted for selected items impacting comparability (“Adjusted other income, net”) is included in Adjusted EBITDA and excluded from Segment Adjusted EBITDA.
See Note 7 to our Consolidated Financial Statements for discussion of the methods, assumptions and estimates used in the determination of the fair value of the assets and liabilities acquired and identification of associated intangible assets. Fair Value of Derivatives.
See Note 8 to our Consolidated Financial Statements for discussion of the methods, assumptions and estimates used in the determination of the fair value of the assets and liabilities acquired and identification of associated intangible assets for these transactions. Fair Value of Derivatives.
(7) Reflects amounts attributable to noncontrolling interests in the Permian JV, Cactus II and Red River. (8) See the table above for a reconciliation from Net Income to Adjusted EBITDA.
(9) Reflects amounts attributable to noncontrolling interests in the Permian JV, Cactus II and Red River. (10) See the table above for a reconciliation from Net Income to Adjusted EBITDA.
We used the net proceeds from this offering of approximately $988 million, after deducting the underwriting discount and offering expenses, to (i) fund the acquisitions completed during the first quarter of 2025, (ii) fund the repurchase in January 2025 of 12.7 million Series A preferred units, including accrued and unpaid distributions and (iii) repay outstanding borrowings under our credit facilities and commercial paper program, and, pending such uses, for general partnership purposes.
(5) We used the net proceeds from this offering to (i) fund the acquisitions completed during the first quarter of 2025, (ii) fund the repurchase in January 2025 of 12.7 million Series A preferred units, including accrued and unpaid distributions and (iii) repay outstanding borrowings under our credit facilities and commercial paper program, and, pending such uses, for general partnership purposes.
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”) and our NGL sales are indexed to Mont Belvieu prices.
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”).
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.
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.
See Note 7 to our Consolidated Financial Statements for additional information. 73 Table of Contents Index to Financial Statements 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 and to assess the amount of cash that is available for distributions, debt repayments, common equity repurchases and other general partnership purposes.
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 and to assess the amount of cash that is available for distributions, debt repayments, common equity repurchases and other general partnership purposes.
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. 78 Table of Contents Index to Financial Statements (6) Includes volumes (attributable to our interest) from assets owned by unconsolidated entities.
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. (6) Includes volumes (attributable to our interest) from assets owned by unconsolidated entities.
Although the resolution of these uncertainties has not historically had a material impact on our results of operations or financial condition, we cannot provide assurance that actual amounts will not vary significantly from estimated amounts. Property and Equipment, Depreciation and Amortization Expense and Asset Retirement Obligations. We compute depreciation and amortization based on estimated useful lives.
Although the resolution of these uncertainties has not historically had a material impact on our results of operations or financial condition, we cannot provide assurance that actual amounts will not vary significantly from estimated amounts. 92 Table of Contents Index to Financial Statements Property and Equipment, Depreciation and Amortization Expense and Asset Retirement Obligations.
Segment Adjusted EBITDA Crude Oil Segment Adjusted EBITDA increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to higher tariff volumes on our pipelines, tariff escalations and contributions from acquisitions, partially offset by fewer market-based opportunities.
Segment Adjusted EBITDA Crude Oil Segment Adjusted EBITDA increased for the year ended December 31, 2025 compared to the year ended December 31, 2024 primarily due to higher tariff volumes on our pipelines, contributions from acquisitions and the benefit of tariff escalations, partially offset by fewer market-based opportunities and the impact from certain contract rates resetting to market.
The following is a more detailed discussion of the significant factors impacting Segment Adjusted EBITDA for the year ended December 31, 2024 compared to the year ended December 31, 2023. Net Revenues and Equity Earnings.
The following is a more detailed discussion of the significant factors impacting Segment Adjusted EBITDA for the periods indicated. Net Revenues and Equity Earnings. Our results increased for the year ended December 31, 2025 compared to the year ended December 31, 2024.
(14) Excess DCF is retained to establish reserves for debt repayment, future distributions, common equity repurchases, capital expenditures and other partnership purposes. Analysis of Operating Segments We manage our operations through two operating segments: Crude Oil and NGL.
(15) Cash distributions paid during the period presented. (16) Excess DCF is retained to establish reserves for debt repayment, future distributions, common equity repurchases, capital expenditures and other partnership purposes. Analysis of Operating Segments We manage our operations through two operating segments: Crude Oil and NGL.
Net cash provided by operating activities for the years ended December 31, 2024 and 2023 was approximately $2.5 billion and $2.7 billion, respectively, and primarily resulted from earnings from our operations. 83 Table of Contents Index to Financial Statements 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.
Net cash provided by operating activities from continuing operations for the years ended December 31, 2025 and 2024 was approximately $2.5 billion and $2.2 billion, respectively, and primarily resulted from earnings from our operations. 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.
“Risk Factors—Risks Related to Our Business—Acquisitions and divestitures involve risks that may adversely affect our business.” Related Party Promissory Notes In July 2024, promissory notes with a face value of CAD$865 million (approximately $629 million) were issued by and among us and certain Plains entities.
“Risk Factors—Risks Related to Our Business—Acquisitions and divestitures involve risks that may adversely affect our business.” 86 Table of Contents Index to Financial Statements Related Party Promissory Notes In February 2025 and July 2024, promissory notes with a face value of CAD$473 million (approximately $330 million) and CAD$865 million (approximately $629 million), respectively, were issued by and among us and certain Plains entities.
See Note 19 to our Consolidated Financial Statements for a reconciliation of Segment Adjusted EBITDA to Net income attributable to PAA. 76 Table of Contents Index to Financial Statements In connection with our merchant activities, our Crude Oil and NGL segments may enter into intersegment transactions for the purchase or sale of products, along with services such as the transportation, terminalling or storage of products.
See Note 20 to our Consolidated Financial Statements for a reconciliation of Segment Adjusted EBITDA to Income from Continuing Operations, Net of Tax. In connection with our merchant activities, our Crude Oil and NGL segments may enter into intersegment transactions for the purchase or sale of products, along with services such as the transportation, terminalling or storage of products.
(2) We repaid these senior notes with cash on hand and borrowings under our commercial paper program. 86 Table of Contents Index to Financial Statements Registration Statements We periodically access the capital markets for both equity and debt financing.
(2) We repaid these senior notes with a combination of proceeds from our senior notes issued in June 2024, cash on hand and borrowings under our commercial paper program. 88 Table of Contents Index to Financial Statements Registration Statements We periodically access the capital markets for both equity and debt financing.
(3) Excludes restricted cash of $1 million. 81 Table of Contents Index to Financial Statements Usage of our credit facilities, which provide the financial backstop for our commercial paper program, is subject to ongoing compliance with covenants, as discussed further below. Our borrowing capacity and borrowing costs are also impacted by our credit rating. See Item 1A.
Usage of our credit facilities, which provide the financial backstop for our commercial paper program, is subject to ongoing compliance with covenants, as discussed further below. Our borrowing capacity and borrowing costs are also impacted by our credit rating. See Item 1A.
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.
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.
(5) 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 UJIs) for the year divided by the number of days in the year.
See Note 20 to our Consolidated Financial Statements for additional discussion of such adjustments. (5) 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 UJIs) for the year divided by the number of days in the year.
Income Tax (Expense)/Benefit The net unfavorable income tax variance for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to higher income tax expense in 2024 associated with Canadian withholding tax on dividends from our Canadian entities to other Plains entities driven by timing of dividend payments, including proceeds from asset divestitures.
Income Tax Expense from Continuing Operations The net favorable income tax expense from continuing operations variance for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily due to higher income tax expense in 2024 associated with Canadian withholding tax on intercompany dividends from our Canadian entity driven by timing of dividend payments, including proceeds from asset divestitures.
The total distribution of $267 million was paid to common unitholders of record as of January 31, 2025, with respect to the quarter ended December 31, 2024. 87 Table of Contents Index to Financial Statements See Note 11 to our Consolidated Financial Statements for details of distributions paid during the three years ended December 31, 2024.
The total distribution of $295 million was paid to common unitholders of record as of January 30, 2026, with respect to the quarter ended December 31, 2025. See Note 12 to our Consolidated Financial Statements for details of distributions paid during the three years ended December 31, 2025.
The credit agreements for our revolving credit facilities (which impact our ability to access our commercial paper program because they provide the financial backstop that supports our short-term credit ratings) and the indentures governing our senior notes contain cross-default provisions. A default under our credit agreements or indentures would permit the lenders to accelerate the maturity of the outstanding debt.
The credit agreements for our revolving credit facilities (which impact our ability to access our commercial paper program because they provide the financial backstop that supports our short-term credit ratings), the term loan and the indentures governing our senior notes contain cross-default provisions.
Common Equity Repurchase Program In November 2020, the board of directors of PAGP GP approved a $500 million common equity repurchase program (the “Program”) to be utilized as an additional method of returning capital to investors.
The offerings of our senior notes during 2025 were conducted under our WKSI Shelf. Common Equity Repurchase Program In November 2020, the board of directors of PAGP GP approved a $500 million common equity repurchase program (the “Program”) to be utilized as an additional method of returning capital to investors.
Investment Capital Projects Our investment capital programs consist of investments in midstream infrastructure projects that build upon our core assets and operations. The majority of this investment capital consists of highly-contracted projects that complement our broader system capabilities and support the long-term needs of the upstream and downstream sectors of the industry value chain.
The majority of this investment capital consists of highly-contracted projects that complement our broader system capabilities and support the long-term needs of the upstream and downstream sectors of the industry value chain.
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 investments in unconsolidated entities, net and (vi) interest income on promissory notes by and among PAA and certain Plains entities, and adjusted for (vii) certain selected items impacting comparability.
See “—Liquidity and Capital Resources—Non-GAAP Financial Liquidity Measures” for additional information regarding Adjusted Free Cash Flow and Adjusted Free Cash Flow after Distributions. 75 Table of Contents Index to Financial Statements Non-GAAP Financial Performance Measures 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) interest income on promissory notes by and among us and certain Plains entities, and (vii) adjusted for certain selected items impacting comparability.
Gains/(Losses) on Asset Sales, Asset Impairments and Other, Net The net loss on asset sales and asset impairments for the year ended December 31, 2024 was primarily due to non-cash charges related to the write-down of certain of our long-lived U.S. terminal assets included in our NGL segment due to asset impairments and accelerated depreciation in the fourth quarter of 2024.
See Note 1 to our Consolidated Financial Statements for additional information regarding the pending sale of the Canadian NGL Business. 73 Table of Contents Index to Financial Statements The net loss on asset sales, asset impairments and other, net for the year ended December 31, 2024 was primarily due to non-cash charges related to the write-down of certain of our long-lived U.S. terminal assets included in our NGL segment due to asset impairments and accelerated depreciation in the fourth quarter of 2024.
The following table sets forth selected information regarding these entities as of December 31, 2024 (unaudited, dollars in millions): Entity Type of Operation Our Ownership Interest Total Entity Assets Total Cash and Restricted Cash BridgeTex Pipeline Company, LLC Crude Oil Pipeline 20% $ 755 $ 27 Capline Pipeline Company LLC Crude Oil Pipeline 54% $ 1,216 $ 43 Diamond Pipeline LLC Crude Oil Pipeline (1) 50% $ 858 $ 13 Eagle Ford Pipeline LLC Crude Oil Pipeline (1) 50% $ 765 $ 33 Eagle Ford Terminals Corpus Christi LLC Crude Oil Terminal and Dock (1) 50% $ 205 $ 5 Saddlehorn Pipeline Company, LLC Crude Oil Pipeline 40% $ 576 $ 18 White Cliffs Pipeline, L.L.C.
The following table sets forth selected information regarding these entities as of December 31, 2025 (unaudited, dollars in millions): Entity Type of Operation Our Ownership Interest Total Entity Assets Total Cash and Restricted Cash BridgeTex Pipeline Company, LLC Crude Oil Pipeline 40% $ 717 $ 36 Capline Pipeline Company LLC Crude Oil Pipeline 54% $ 1,171 $ 34 Diamond Pipeline LLC Crude Oil Pipeline (1) 50% $ 843 $ 14 Eagle Ford Pipeline LLC Crude Oil Pipeline (1) 50% $ 735 $ 15 Eagle Ford Terminals Corpus Christi LLC Crude Oil Terminal and Dock (1) 50% $ 200 $ 5 Saddlehorn Pipeline Company, LLC Crude Oil Pipeline 40% $ 562 $ 23 White Cliffs Pipeline, L.L.C.
Our Chief Operating Decision Maker (“CODM”) (our Chief Executive Officer) evaluates segment performance based on a variety of measures including Segment Adjusted EBITDA, segment volumes and maintenance capital investment.
Our Chief Operating Decision Maker (“CODM”) (our Chief Executive Officer) evaluates segment performance based on measures including Segment Adjusted EBITDA.
Impairment testing entails estimating future net cash flows relating to the business, based on the grouping of assets and management’s estimate of future revenues, future cash flows and market conditions including pricing, demand, competition, operating costs and other factors.
Intangible assets with finite lives are amortized over their estimated useful life as determined by management. Impairment testing entails estimating future net cash flows relating to the business, based on the grouping of assets and management’s estimate of future revenues, future cash flows and market conditions including pricing, demand, competition, operating costs and other factors.
During 2024 and 2023, we repaid the following senior unsecured notes in full (in millions): Year Description Repayment Date 2024 $750 million 3.60% Senior Notes due November 2024 November 2024 (1) 2023 $700 million 3.85% Senior Notes due October 2023 October 2023 (2) 2023 $400 million 2.85% Senior Notes due January 2023 January 2023 (2) (1) We repaid these senior notes with proceeds from our 5.70% senior notes issued in June 2024, cash on hand and borrowings under our commercial paper program.
During 2025 and 2024, we repaid the following senior unsecured notes in full (in millions): Repayment Date Description Maturity October 3, 2025 $1,000 million 4.65% senior notes October 2025 (1) November 1, 2024 $750 million 3.60% senior notes November 2024 (2) (1) We repaid these senior notes with a combination of proceeds from our senior notes issued in September 2025, cash on hand and borrowings under our commercial paper program.
Crude Oil Pipeline 36% $ 341 $ 1 Wink to Webster Pipeline LLC Crude Oil Pipeline 17% $ 2,288 $ 68 Other investments $ 467 $ 25 (1) We serve as operator of the asset.
Crude Oil Pipeline 36% $ 305 $ 2 Wink to Webster Pipeline LLC Crude Oil Pipeline 17% $ 2,268 $ 86 Other investments $ 396 $ 13 (1) We serve as operator of the asset.
See Note 18 to our Consolidated Financial Statements for further discussion regarding the Line 901 incident and our related insurance receivable. Recent Accounting Pronouncements See Note 2 to our Consolidated Financial Statements for information regarding the effect of recent accounting pronouncements on our Consolidated Financial Statements.
See Note 6 to our Consolidated Financial Statements for further discussion regarding inventory. Recent Accounting Pronouncements See Note 2 to our Consolidated Financial Statements for information regarding the effect of recent accounting pronouncements on our Consolidated Financial Statements.
(2) The activity during the periods presented was primarily related to the impact from the change in the United States Dollar to Canadian dollar exchange rate on the portion of our intercompany net investment that is not long-term in nature. (3) See Note 12 to our Consolidated Financial Statements for additional information.
(2) 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.
(1) Revenues and costs and expenses include intersegment amounts. (2) Represents components of significant segment expenses. (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.
(1) Revenues and costs and expenses include intersegment amounts. (2) Represents components of significant segment expenses. (3) Segment general and administrative expenses reflect direct costs attributable to each segment and an allocation of other expenses to the segments.
In determining the existence of an other-than-temporary impairment of carrying value, we make a number of subjective assumptions as to: • whether there is an event or circumstance that may be indicative of a decline in value of the investment; • whether the decline in value is other than temporary; and • the fair value of the investment.
In determining the existence of an other-than-temporary impairment of carrying value, we make a number of subjective assumptions as to: • whether there is an event or circumstance that may be indicative of a decline in value of the investment; • whether the decline in value is other than temporary; and • the fair value of the investment. 93 Table of Contents Index to Financial Statements Intangible assets with indefinite lives are not amortized but are instead periodically assessed for impairment.
Adjusted Free Cash Flow is further reduced by cash distributions paid to our preferred and common unitholders to arrive at Adjusted Free Cash Flow after Distributions. 82 Table of Contents Index to Financial Statements The following table sets forth the reconciliation of the non-GAAP financial liquidity measures Adjusted Free Cash Flow and Adjusted Free Cash Flow after Distributions from Net Cash Provided by Operating Activities (in millions): Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 2,490 $ 2,727 Adjustments to reconcile net cash provided by operating activities to adjusted free cash flow: Net cash used in investing activities (1) (1,504) (702) Cash contributions from noncontrolling interests 57 106 Cash distributions paid to noncontrolling interests (2) (425) (333) Proceeds from the issuance of related party notes (1) 629 — Adjusted Free Cash Flow $ 1,247 $ 1,798 Cash distributions (3) (1,145) (989) Adjusted Free Cash Flow after Distributions (4) $ 102 $ 809 (1) PAA and certain Plains entities have issued promissory notes by and among such entities to facilitate financing.
The following table sets forth the reconciliation of the non-GAAP financial liquidity measures Adjusted Free Cash Flow and Adjusted Free Cash Flow after Distributions from Net Cash Provided by Operating Activities and includes results from continuing operations and discontinued operations for all periods presented (in millions): Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 2,936 $ 2,490 Adjustments to reconcile net cash provided by operating activities to adjusted free cash flow: Net cash used in investing activities (1) (3,769) (1,504) Cash contributions from noncontrolling interests 75 57 Cash distributions paid to noncontrolling interests (2) (447) (425) Proceeds from the issuance of related party notes (1) 330 629 Adjusted Free Cash Flow $ (875) $ 1,247 Cash distributions (3) (1,295) (1,145) Adjusted Free Cash Flow after Distributions (4) $ (2,170) $ 102 (1) Certain Plains entities have issued promissory notes by and among such entities to facilitate financing.
The following table includes our best estimate of the amount and timing of these payments as of December 31, 2024 (in millions): 2025 2026 2027 2028 2029 2030 and Thereafter Total Crude oil, NGL and other purchases (1) $ 24,727 $ 20,369 $ 17,980 $ 15,049 $ 13,711 $ 26,360 $ 118,196 (1) Amounts are primarily based on estimated volumes and market prices based on average activity during December 2024.
The following table includes our best estimate of the amount and timing of these payments as of December 31, 2025 (in millions): 2026 2027 2028 2029 2030 2031 and Thereafter Total Crude oil and other purchases (1) $ 21,085 $ 17,286 $ 14,974 $ 13,799 $ 11,748 $ 22,806 $ 101,698 (1) Amounts are primarily based on estimated volumes and market prices based on average activity during December 2025.
These amounts are excluded from our non-GAAP performance measures Adjusted EBITDA and Implied DCF. As such, the interest expense and interest income associated with these notes is presented on a net basis in the reconciliation of these metrics to Net Income. See the “—Non-GAAP Financial Measures” section below.
As such, the interest expense and interest income associated with these notes is presented on a net basis in the reconciliation of these metrics to Net Income. See the “—Non-GAAP Financial Measures” section below. See Note 17 to our Consolidated Financial Statements for additional information on our related party notes.
We believe that the combination of population growth and progressively improving living standards for non-OECD (Organization for Economic Cooperation and Development) countries underpins increasing energy demand globally for decades to come.
We believe that the combination of population growth and progressively improving living standards for non-OECD (Organization for Economic Cooperation and Development) countries underpins increasing energy demand globally for decades to come. We believe reliable, affordable, and responsible energy resources are all critical components to maintain energy security and global stability, requiring all sources of energy including both hydrocarbons and renewables.
Prior to such repayment, we used a portion of the net proceeds from the offering to repay outstanding borrowings under our commercial paper program and for general partnership purposes. In January 2025, we also completed the offering of $1 billion, 5.95% senior notes due June 2035 at a public offering price of 99.761%.
Prior to such repayment, we used a portion of the net proceeds from the offering to repay outstanding borrowings under our commercial paper program and for general partnership purposes. Repayments of Senior Notes.
In the third quarter of 2023, we recognized a gain of $29 million related to the Permian JV’s acquisition of the remaining 43% interest in OMOG JV Holdings LLC. See Note 7 to our Consolidated Financial Statements for additional information regarding these transactions.
In the fourth quarter of 2024, we recognized a gain of $15 million related to our acquisition of the remaining 50% interest in Midway Pipeline LLC. See Note 8 to our Consolidated Financial Statements for additional information regarding these transactions.
We believe reliable, affordable, and responsible energy resources are all critical components to maintain energy security and global stability, requiring all sources of energy including both hydrocarbons and renewables. 69 Table of Contents Index to Financial Statements Consistent with the forecast from the EIA’s Short-Term Energy Outlook (as depicted in the chart above), we expect crude oil demand to continue to increase, driven largely by our view that hydrocarbon-based fuels are the most efficient fuels for the transportation of people and goods, and hydrocarbon-based products provide the building blocks for modern civilization such as fertilizers, plastics and cement.
As depicted in EIA’s Short-Term Energy Outlook (chart above), we expect crude oil demand to continue increasing, driven largely by our view that hydrocarbon-based fuels are the most efficient fuels for the transportation of people and goods, and hydrocarbon-based products provide the building blocks for modern civilization such as fertilizers, plastics and cement.
In February 2025, additional promissory notes with a face value of CAD$473 million (approximately $330 million) were issued by and among us and certain Plains entities. See Note 16 to our Consolidated Financial Statements for additional information about our related party promissory notes.
Related Party Promissory Notes In February 2025 and July 2024, promissory notes with a face value of CAD$473 million (approximately $330 million) and CAD$865 million (approximately $629 million), respectively, were issued by and among us and certain Plains entities.
(12) Comprised of cash distributions received from unconsolidated entities less equity earnings in unconsolidated entities (adjusted for our proportionate share of depreciation and amortization, including write-downs related to cancelled projects, and selected items impacting comparability of unconsolidated entities). (13) Cash distributions paid during the period presented.
(13) Investment capital expenditures attributable to noncontrolling interests that reduce Implied DCF available to PAA common unitholders. (14) Comprised of cash distributions received from unconsolidated entities less equity earnings in unconsolidated entities (adjusted for our proportionate share of depreciation and amortization, including write-downs related to cancelled projects, and selected items impacting comparability of unconsolidated entities).
The following table summarizes the components impacting Other income/(expense), net (in millions): Year Ended December 31, 2024 2023 Interest income on related party promissory notes (1) $ 48 $ — Interest income from other sources 22 27 Net gain/(loss) on foreign currency revaluation (2) (10) 15 Gain on mark-to-market adjustment of Preferred Distribution Rate Reset Option embedded derivative (3) — 58 Other 5 2 $ 65 $ 102 (1) Represents interest income associated with promissory notes by and among PAA and certain Plains entities, as described above.
(2) Represents interest expense associated with promissory notes by and among us and certain Plains entities, as described above. 74 Table of Contents Index to Financial Statements The following table summarizes the components impacting Other income, net (in millions): Year Ended December 31, 2025 2024 Interest income on related party promissory notes (1) $ 87 $ 48 Interest income from other sources 21 22 Net loss on foreign currency revaluation (2) (1) (10) Other 1 4 $ 108 $ 64 (1) Represents interest income associated with promissory notes by and among us and certain Plains entities, as described above.
Non-GAAP Financial Liquidity Measures Management uses the non-GAAP financial liquidity measures Adjusted Free Cash Flow and Adjusted Free Cash Flow after Distributions to assess the amount of cash that is available for distributions, debt repayments, common equity repurchases and other general partnership purposes.
We were in compliance with the covenants contained in our credit agreements, term loan and indentures as of December 31, 2025. 83 Table of Contents Index to Financial Statements Non-GAAP Financial Liquidity Measures Management uses the non-GAAP financial liquidity measures Adjusted Free Cash Flow and Adjusted Free Cash Flow after Distributions to assess the amount of cash that is available for distributions, debt repayments, common equity repurchases and other general partnership purposes.
Overview of Operating Results We recognized net income attributable to PAA of $772 million for the year ended December 31, 2024 compared to net income attributable to PAA of $1.230 billion for the year ended December 31, 2023.
Overview of Operating Results We recognized net income attributable to PAA of $1.435 billion for the year ended December 31, 2025 compared to net income attributable to PAA of $772 million for the year ended December 31, 2024. See the “—Results of Operations” section below for discussion of significant drivers of our results from continuing operations.
Maintenance Capital Maintenance capital consists of capital expenditures for the replacement and/or refurbishment of partially or fully depreciated assets in order to maintain the operating and/or earnings capacity of our existing assets.
This was partially offset by higher expenses in the 2025 period resulting from (i) acquisitions, (ii) higher volumes and (iii) property taxes. Maintenance Capital Maintenance capital consists of capital expenditures for the replacement and/or refurbishment of partially or fully depreciated assets in order to maintain the operating and/or earnings capacity of our existing assets.
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.
Our merchant activities are governed by our risk management policies. 79 Table of Contents Index to Financial Statements 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

12 edited+1 added−2 removed5 unchanged
Biggest changeSee Note 11 to our Consolidated Financial Statements for additional information regarding our Series B preferred unit distributions. Item 8. Financial Statements and Supplementary Data See “Index to the Consolidated Financial Statements” on page F-1. Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure None.
Biggest changeFinancial Statements and Supplementary Data See “Index to the Consolidated Financial Statements” on page F-1.
Based upon the Series B preferred units outstanding at December 31, 2024 and the liquidation preference of $1,000 per unit, a change of 100 basis points in interest rates would increase or decrease the annual distributions on the Series B preferred units by approximately $8 million.
Based upon the Series B preferred units outstanding at December 31, 2025 and the liquidation preference of $1,000 per unit, a change of 100 basis points in interest rates would increase or decrease the annual distributions on the Series B preferred units by approximately $8 million.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to various market risks, including commodity price risk and interest rate risk. We use various derivative instruments to manage such risks and, in certain circumstances, to realize incremental margin during volatile market conditions.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to various market risks, including commodity price risk, interest rate risk and currency exchange rate risk. We use various derivative instruments to manage such risks and, in certain circumstances, to realize incremental margin during volatile market conditions.
Our use of variable rate debt and any forecasted issuances of fixed rate debt expose us to interest rate risk. Therefore, from time to time, we use interest rate derivatives to hedge interest rate risk associated with anticipated interest payments and, in certain cases, outstanding debt instruments.
Our use of variable rate debt and any forecasted issuances of fixed rate debt expose us to interest rate risk. Therefore, from time to time, we use interest rate derivatives to hedge interest rate risk associated with anticipated interest payments and, in certain cases, outstanding debt instruments. We did not have any interest rate derivatives as of December 31, 2025.
All of our senior notes are fixed rate notes and thus are not subject to interest rate risk. Our variable rate debt outstanding at December 31, 2024, approximately $393 million, was subject to interest rate resets that generally occur within one week or less.
All of our senior notes are fixed rate notes and thus are not subject to interest rate risk. Our variable rate debt outstanding at December 31, 2025, approximately $2.069 billion, was subject to interest rate resets that generally occur within one month or less.
See Note 12 to our Consolidated Financial Statements for further discussion regarding our hedging strategies and objectives. 93 Table of Contents Index to Financial Statements The fair value of our commodity derivatives and the change in fair value as of December 31, 2024 that would be expected from a 10% price increase or decrease is shown in the table below (in millions): Fair Value Effect of 10% Price Increase Effect of 10% Price Decrease Crude oil $ 7 $ (3) $ 5 Natural gas (22) $ 6 $ (6) NGL and other (61) $ (46) $ 46 Total fair value $ (76) The fair values presented in the table above reflect the sensitivity of the derivative instruments only and do not include the effect of the underlying hedged commodity.
See Note 13 to our Consolidated Financial Statements for further discussion regarding our hedging strategies and objectives. 94 Table of Contents Index to Financial Statements The fair value of our commodity derivatives and the change in fair value as of December 31, 2025 that would be expected from a 10% price increase or decrease is shown in the table below (in millions): Fair Value Effect of 10% Price Increase Effect of 10% Price Decrease Crude oil $ 1 $ (5) $ 5 Power (5) $ 1 $ (1) Total fair value $ (4) The fair values presented in the table above reflect the sensitivity of the derivative instruments only and do not include the effect of the underlying hedged commodity.
Commodity Price Risk We use derivative instruments to hedge price risk associated with the following commodities: • Crude oil We utilize crude oil derivatives to hedge commodity price risk inherent in our pipeline, terminalling and merchant activities. Our objectives for these derivatives include hedging anticipated purchases and sales, stored inventory and basis differentials.
Commodity Price Risk We use derivative instruments to hedge price risk associated with the following commodities: • Crude oil We utilize crude oil derivatives to hedge commodity price risk inherent in our pipeline, terminalling and merchant activities.
Our objectives for these derivatives include hedging anticipated purchases and sales and stored inventory. We manage these exposures with various instruments including futures, forwards, swaps and options.
Our objectives for these derivatives include hedging changes in inventory positions associated with our lease gathering activities, anticipated purchases and sales, stored inventory and basis differentials. We manage these exposures with various instruments including futures, forwards, swaps and options. • Power We utilize power derivatives to hedge anticipated operational requirements related to our crude oil pipelines.
A 10% increase in the forward SOFR curve as of December 31, 2024 would have resulted in an increase of $13 million to the fair value of our interest rate derivatives.
The fair value of our foreign currency derivatives was an asset of $8 million as of December 31, 2025. A 10% increase in the exchange rate (USD-to-CAD) would have resulted in an increase of $329 million to the fair value of our foreign currency derivatives.
A 10% decrease in the forward SOFR curve as of December 31, 2024 would have resulted in a decrease of $13 million to the fair value of our interest rate derivatives. See Note 12 to our Consolidated Financial Statements for a discussion of our interest rate risk hedging activities. Series B Preferred Units .
A 10% decrease in the exchange rate (USD-to-CAD) would have resulted in a decrease of $329 million to the fair value of our foreign currency derivatives. See Note 13 to our Consolidated Financial Statements for additional information regarding our currency exchange rate risk hedging. Item 8.
The average interest rate on variable rate debt that was outstanding during the year ended December 31, 2024 was 5.6%, based upon rates in effect during the year. The fair value of our interest rate derivatives was a net asset of $27 million as of December 31, 2024.
The average interest rate on variable rate debt that was outstanding during the year ended December 31, 2025 was 4.6%, based upon rates in effect during the year. See Note 11 to our Consolidated Financial Statements for additional information regarding our debt arrangements. Series B Preferred Units .
We manage these exposures with various instruments including futures, forwards, swaps and options. • Natural gas We utilize natural gas derivatives to hedge commodity price risk inherent in our natural gas processing assets (natural gas purchase component of the frac spread).
We manage these exposures with various instruments including futures, swaps and options.
Removed
Additionally, we utilize natural gas derivatives to hedge anticipated operational fuel gas requirements related to our natural gas processing and NGL fractionation plants.
Added
See Note 12 to our Consolidated Financial Statements for additional information regarding our Series B preferred unit distributions. Currency Exchange Rate Risk We use foreign currency derivatives to hedge foreign currency exchange rate risk associated with our exposure to fluctuations in the USD-to-CAD exchange rate.
Removed
We manage these exposures with various instruments including futures, swaps and options. • NGL and other We utilize NGL derivatives, primarily propane and butane derivatives, to hedge commodity price risk inherent in our commercial activities, including the sale of the individual specification products extracted in our natural gas processing assets (sale of specification NGL products component of the frac spread), as well as other net sales of NGL inventory, held mainly at our owned NGL storage terminals.

Other PAA 10-K year-over-year comparisons