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Canadian NGL Business Divestiture and Discontinued Operations | 6 Months Ended
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Jun. 30, 2026
Discontinued Operations and Disposal Groups [Abstract] |
Canadian NGL Business Divestiture and Discontinued Operations | Canadian NGL Business Divestiture and Discontinued Operations On June 17, 2025, we entered into a definitive Share Purchase Agreement (as amended to date, the “SPA”) with Keyera Corp. (“Keyera”), an Alberta corporation, pursuant to which Keyera agreed to acquire all of the issued and outstanding shares of Plains Midstream Canada ULC (“PMC ULC”), our wholly-owned subsidiary that owned substantially all of our NGL business in Canada (the “Canadian NGL Business”). The transaction closed on May 12, 2026, and, pursuant to the SPA, we received cash consideration of approximately CAD$5.328 billion (approximately $3.883 billion), including estimated working capital and other adjustments, subject to certain post-closing adjustments as defined in the SPA. As part of the sale, we divested the Canadian NGL Business, which included substantially all of our NGL assets; the NGL assets that we retained are located in the United States. The divestiture aligns with management’s strategy to focus on its crude oil operations. Prior to its classification as held for sale and presentation as discontinued operations, the Canadian NGL Business was part of our NGL reportable segment. In June 2025, we entered into a forward currency instrument to hedge currency exchange risk associated with proceeds from the sale of our Canadian NGL Business. See Note 8 for additional information. In connection with the closing of the Canadian NGL Business divestiture, we and Keyera entered into certain agreements, including: •a tax matters agreement that governs our and Keyera’s tax rights and obligations after closing. We have recognized a liability of approximately $62 million related to our obligation to indemnify Keyera against any exposure to certain tax assessments by the Canadian tax authorities against PMC ULC, which is reflected within “Current liabilities of discontinued operations” on our Condensed Consolidated Balance Sheet; and •an agreement for certain hedging arrangements and payments relating to the differential between the price of natural gas and the extracted NGL commodities (“Frac Spread”) for a twelve-month period commencing the first month after the closing date. As a result of this arrangement, we will guarantee a minimum Frac Spread margin on certain volumes. We have recognized a liability of approximately $15 million for the value of the agreement, based on contracts transferred and market conditions at closing, which is reflected within “Current liabilities of discontinued operations” on our Condensed Consolidated Balance Sheet. This agreement was settled and terminated for $15 million in July 2026. Additionally, we completed certain planning and restructuring activities within our organizational structure in connection with the Canadian NGL Business divestiture. In the first quarter of 2026, PMC ULC contributed its crude oil assets to a newly formed, wholly-owned subsidiary, PCLP. While this transaction was among entities under common control and recorded at a carry-over basis under GAAP, the applicable Canadian tax law recognizes the transaction at fair value, resulting in a new tax basis to PCLP as of the date of the contribution by PMC ULC. These activities created current tax expense of approximately $311 million as a result of basis recapture and capital gains taxed at the applicable rates and withholding taxes on distributions. This also created a partially offsetting $217 million deferred tax benefit primarily resulting from the new tax basis in the assets received by PCLP for the six months ended June 30, 2026. Since the transaction relates to our crude oil business, the tax impacts are presented in “Current income tax expense from continuing operations” and “Deferred income tax (expense)/benefit from continuing operations,” respectively, on our Condensed Consolidated Statements of Operations. Further, we recorded current income tax expense from discontinued operations of $82 million during the six months ended June 30, 2026. As of June 30, 2026, a related liability of $77 million was included in “Current liabilities of discontinued operations” on our Condensed Consolidated Balance Sheet. Management also determined, based on analysis provided by external tax advisors, that there were no liabilities for uncertain tax positions resulting from the restructuring activities. We determined that in conjunction with entering into the SPA, the operations of the Canadian NGL Business met the criteria for classification as held for sale and for discontinued operations reporting, as the sale represented a strategic shift that had a major effect on our operations and financial results. Depreciation and amortization on the long-lived assets of the Canadian NGL Business disposal group ceased upon meeting the criteria to be classified as assets held for sale. The Canadian NGL Business disposal group was recorded at its historical carrying value, as the fair value of the disposal group, less estimated costs to sell, was greater than the carrying value of the Canadian NGL Business disposal group. Upon the completion of the divestiture on May 12, 2026, we derecognized all assets and liabilities of the Canadian NGL Business. We recognized a gain on sale of approximately $1.637 billion and $1.605 billion for the three and six months ended June 30, 2026, respectively, which is reflected within income from discontinued operations. The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations (in millions):
| June 30, 2026 |  | December 31, 2025
Assets: |  |  |
Current assets: |  |  |
Trade accounts receivable and other receivables, net | $ | — |  |  | $ | 285 |
Inventory | — |  |  | 176 |
Other current assets | — |  |  | 18 |
Total current assets of discontinued operations | $ | — |  |  | $ | 479 |
Long-term assets: |  |  |
Property and equipment, net (1) | $ | — |  |  | $ | 2,191 |
Linefill | — |  |  | 70 |
Long-term operating lease right-of-use assets, net | — |  |  | 138 |
Long-term inventory | — |  |  | 38 |
Other long-term assets, net | — |  |  | 120 |
Total long-term assets of discontinued operations | $ | — |  |  | $ | 2,557 |
Liabilities: |  |  |
Current liabilities: |  |  |
Trade accounts payable | $ | — |  |  | $ | 295 |
Other current liabilities | 154 |  |  | 87 |
Total current liabilities of discontinued operations | $ | 154 |  |  | $ | 382 |
Long-term liabilities: |  |  |
Long-term operating lease liabilities | $ | — |  |  | $ | 96 |
Other long-term liabilities and deferred credits | — |  |  | 510 |
Total long-term liabilities of discontinued operations | $ | — |  |  | $ | 606 |
(1)Amounts are net of accumulated depreciation of $876 million as of December 31, 2025. The following table provides a reconciliation of the line items comprising income from discontinued operations before tax to income from discontinued operations, net of tax (in millions):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
Revenues: |  |  |  |  |  |  |
Product sales | $ | 35 |  |  | $ | 181 |  |  | $ | 292 |  |  | $ | 679 |
Services | 19 |  |  | 30 |  |  | 58 |  |  | 66 |
Total revenues | 54 |  |  | 211 |  |  | 350 |  |  | 745 |
Cost and Expenses: |  |  |  |  |  |  |
Purchases and related costs | — |  |  | 10 |  |  | 205 |  |  | 252 |
Field operating costs | 37 |  |  | 53 |  |  | 108 |  |  | 122 |
General and administrative expenses | 3 |  |  | 12 |  |  | 17 |  |  | 26 |
Depreciation and amortization | — |  |  | 27 |  |  | — |  |  | 57 |
(Gains)/losses on asset sales and other, net | (1,637) |  |  | 13 |  |  | (1,605) |  |  | 13 |
Total costs and expenses | (1,597) |  |  | 115 |  |  | (1,275) |  |  | 470 |
Income from discontinued operations before tax | 1,651 |  |  | 96 |  |  | 1,625 |  |  | 275 |
Current income tax expense | (71) |  |  | (14) |  |  | (115) |  |  | (54) |
Deferred income tax (expense)/benefit | 69 |  |  | (12) |  |  | 38 |  |  | (15) |
Income from discontinued operations, net of tax | $ | 1,649 |  |  | $ | 70 |  |  | $ | 1,548 |  |  | $ | 206 |

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