Ryan Smith - Plains All American Pipeline LP Greg L. Armstrong - Plains All American Pipeline LP Harry N. Pefanis - Plains All American Pipeline LP Alan P. Swanson - Plains All American Pipeline LP.

Steve C. Sherowski - Goldman Sachs & Co. Brian J. Zarahn - Barclays Capital, Inc. Faisel H. Khan - Citigroup Global Markets, Inc. (Broker) Jeremy B. Tonet - JPMorgan Securities LLC Gabe Philip Moreen - Merrill Lynch, Pierce, Fenner & Smith, Inc. Sunil K. Sibal - Global Hunter Securities LLC.

Ladies and gentlemen, thank you standing by. Welcome to the PAA and PAGP Second Quarter Results Conference Call. At this time, all participants are in a listen-only mode. Later we will conduct a question-and-answer session. Instructions will be given at that time also. As a reminder, this conference is being recorded.

I would now like to turn the conference over to our host, Ryan Smith, Director of Investor Relations. Please go ahead..

Thanks, Kelsey. Good morning, and welcome to Plains All American Pipeline's second quarter 2015 results conference call. The slide presentation for today's call is available under the Investor Relations section of our website at www.plainsallamerican.com. During today's call, we will provide forward-looking comments on PAA's outlook for the future.

Important factors which could cause actual results to differ materially are included in our latest filings with the SEC. Today's presentation will also include references to non-GAAP financial measures, such as adjusted EBITDA.

A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures can be found under the Financial Information tab of the Investor Relations section of our website. Today's presentation will also include selected financial information of Plains GP Holdings, or PAGP.

We do not intend to cover PAGP's GAAP results separately from PAA's. Instead, we have included a schedule in the Appendix to the slide presentation for today's call that reconciles PAGP's distributions received from PAA's General Partner with the distributions paid to PAGP's shareholders and a condensed consolidating balance sheet.

Today's call will be chaired by Greg Armstrong, Chairman and CEO. Also participating in the call are Harry Pefanis, President and COO and Al Swanson, Executive Vice President and CFO. In addition to these gentlemen and myself, we will have several other members of our senior management team present and available for the question-and-answer session.

With that, I'll turn the call over to Greg..

Thanks, Ryan. Good morning and welcome to today's call. The last three months have been fairly eventful. Since PAA's last quarterly earnings call on May 6, PAA experienced two unrelated incidents that led to crude oil releases, held its annual Investor Day and also announced several organizational changes.

Additionally, oil prices have fluctuated and midstream equity valuation has experienced significant downward pressure. I will address the organizational changes, our thoughts on the impact of oil prices and equity market valuations, as well as our current thoughts on distribution guidance in my closing remarks.

Before we dive in to the typical discussion of quarterly results, I want to first discuss the financial impacts of the two operating incidents. Regarding the first of the two incidents, on May 19 we experienced a crude oil release on Line 901 in Santa Barbara County.

That resulted in a net $65 million contingency loss in PAA's reported but unadjusted second quarter results. This loss is comprised of the $257 million charge for actual and estimated total cost offset by an estimated $192 million insurance recovery.

Our estimate of the contingency loss includes actual and projected emergency response and clean-up costs, natural resource damage, certain third-party claims settlements, as well as estimates for fines, penalties and certain legal fees.

Actual cost incurred for these items through June 30, 2015, totaled approximately $100 million, and the balance represents our current estimate of amounts to be incurred in the future. Obviously, this is just an estimate, and while it is based on what we believe to be a reasonable set of assumptions, our cost could vary from these estimates.

I would also like to note that our estimate of the contingency loss does not include lost revenues due to the continued shutdown of Lines 901 and 903. We have taken lost revenues into account in our guidance for the balance of the year.

The net contingency loss of $65 million has been included as a selected item impacting comparability in our calculation of adjusted net income, adjusted EBITDA and distributable cash flow. We will true up this net estimate as developments warrant and adjust the selected item amount accordingly.

As you might expect, our 10-Q will contain additional information regarding our net contingency loss associated with this matter, including a discussion of the worst-case discharge calculation for the Line 901 incident. The 10-Q will be filed later this week.

However, to ensure everyone has the same information and thus minimize the chance of miscommunication, included in the appendix are slides setting forth the disclosures regarding Line 901 that we anticipate will be included in the 10-Q when it is filed.

In July, we experienced a failure of a compression fitting at an unmanned booster pump station in Illinois that also resulted in oil release.

Although this event did not impact the second quarter, I wanted to share with you that we estimate the cost of response and cleanup for this incident will be less than $10 million, of which approximately $5 million will be reflected in PAA's third quarter results and is reflected in our guidance.

We anticipate the balance will be covered by insurance. We sincerely regret the impact both of these unrelated incidents have had on the environment and wildlife and any disruption to the residents of and visitors to each of these areas. Harry will provide some additional comments in his prepared remarks.

But you should know that PAA is committed to being a good neighbor and to restoring each of these areas to their pre-release condition, and we are well on our way to achieving those goals. With those introductory comments, let me now turn to our second quarter results.

Yesterday, PAA reported adjusted EBITDA for the second quarter of $486 million, which is approximately $26 million above the midpoint of our second quarter guidance range. Slide 3 contains comparisons of various performance metrics for the same quarter last year as well as our second quarter 2015 guidance.

Slide 4 highlights that this is the 54th consecutive quarter PAA's delivered results in line with or above guidance. For the second quarter of 2015, PAA declared a distribution of $0.695 per limited partner unit or $2.78 per unit on an annualized basis, which will be paid next week.

This distribution represents a 7.8% increase over PAA's distribution pay in the same quarter last year and a 1.5% increase over PAA's distribution paid last quarter. Distribution coverage for the quarter on a stand-alone basis was 0.73:1, due partially to seasonality. For the six months of the year, distribution coverage was 0.93:1.

PAA has now increased its distribution in 43 out of the past 45 quarters and consecutively in each of the last 24 quarters. PAGP declared a quarterly distribution of $0.227 per share, which represents a 23.8% increase over the quarterly distribution to the same quarter last year, and a 2.3% increase over the distribution paid last quarter.

I will have some additional comments on distribution growth and distribution coverage in my closing remarks. With that, I will turn the call over to Harry to discuss our operating performance for the quarter and our ongoing growth activities..

Thanks, Greg. During my portion of the call, I'll review our second quarter operating results compared to the midpoint of our guidance, discuss the operational assumptions used to generate our third quarter guidance, and provide an update to our 2015 capital program.

As shown on slide 5, adjusted segment profit for the Transportation segment was $256 million or approximately $8 million below the midpoint of our guidance. Tariff volumes at 4.5 million barrels per day were approximately 141,000 barrels per day below our guidance.

We had lower volumes in our Permian Basin gathering pipelines, primarily due to a slight delay in the in-service date of new pipelines and connections.

We had lower volumes on our Mesa pipeline due to an unplanned downtime with the connecting carrier and lower volume on our California pipeline assets due to both the Line 901 incident and refinery issues in the Los Angeles area, partially offsetting the impact of the lower-than-forecasted volume with lower operating costs.

A portion of lower operating costs was volume-related. However, the majority was timing-related. And we expect to incur these costs later in the year. Adjusted segment profit per barrel was $0.62 which was in line with the midpoint of our guidance.

Adjusted segment profit for the Facilities segment was $146 million, which was approximately $15 million above the midpoint of our guidance. Volumes of 126 million barrels of oil equivalent were slightly above the midpoint of our guidance.

Adjusted segment profit per barrel was $0.39 or $0.04 per barrel above the midpoint of our guidance, and that was primarily due to higher-than-anticipated throughput and related fees at several of our terminals and lower operating costs. A portion of the lower operating costs was timing-related, and we expect to incur those costs later in the year.

Adjusted segment profit for the Supply and Logistics segment was $84 million or approximately $19 million above the midpoint of our guidance. Volumes of approximately 1.1 million barrels per day were basically at the midpoint of our guidance. Adjusted segment profit per barrel was $0.82 or $0.19 above the midpoint of our guidance.

The higher-than-anticipated adjusted segment profit was primarily due to market opportunities created by various differentials that were more favorable than forecasted and lower-than-expected operating costs. Let me now move to slide 6 and review the operational assumptions used to generate the third quarter 2015 guidance we furnished yesterday.

For our Transportation segment, we expect volumes to average approximately 4.8 million barrels per day, an increase of approximately 251,000 barrels per day from the second quarter. We expect adjusted segment profit per barrel to remain equal to that of the second quarter at $0.62 per barrel.

The volume increase is due to several factors, including the continued ramp-up of our Cactus pipeline and the related impact on our Eagle Ford joint venture pipeline as well as the completion of a couple of our Delaware Basin expansion projects.

Although volumes are forecasted to increase in the third quarter, the increase is lower than previously forecasted.

The lower volume growth is primarily due to refinery turnarounds and impacts our Mid-Continent pipeline in the third quarter, a slight delay of the ramp up our Cactus volumes, primarily due to weather delays affecting the start-up of the Eagle Ford joint venture expansion to Corpus Christi, and the impact of the shutdown of the All American Pipeline system from Las Flores to Pentland.

With respect to our All American Pipeline system, we'll not be in a position to address the return to service timing until the metallurgical and root cause analysis are completed, which we expect to be occurring in the next 30 days. At this point, we do not believe this segment and line will be in service for the remainder of 2015.

The revenue impact net of variable operating costs associated with the shutdown of this segment of the line is approximately $8 million to $9 million per quarter.

In the third quarter, our operating costs are expected to be higher due to a combination of a shift in the timing of some of our integrity projects and the costs related to the incident in Illinois.

For our Facility segment, we expect an average capacity of 125 million barrels per month, a decrease of 1 million barrels per month in the second quarter. Adjusted segment profit per barrel is expected to be $0.35 or $0.04 per barrel lower than the second quarter.

The volume decrease is attributable to lower-than-anticipated rail volumes and the segment profit per barrel decrease is driven by the shit in timing of certain maintenance and integrity projects into the third quarter.

For our Supply and Logistics segment, we expect volumes to average 1.1 million barrels per day which are in line with the volumes realized in the second quarter. Adjusted segment profit per barrel is expected to be $0.76 or $0.06 per barrel lower than the second quarter.

The anticipated segment profit per barrel decrease in this segment for the second quarter reflects margins that are tighter than experienced in the second quarter particularly in areas where new pipeline capacity is debottlenecking previously constrained production areas.

I'll note that performance in the third and fourth quarters for this segment is forecasted to be slightly stronger than anticipated when we provided our second quarter guidance. Let's now move to our capital program.

As shown on slide 7, we have increased our 2015 expansion capital plan by approximately $50 million to revised target – to our revised 2015 target of approximately $2.2 billion. The increase is due to the combination of a couple factors.

First, we've accelerated the timing of the construction cost spend for the Saddlehorn joint venture pipeline, but have deferred construction costs related to our Diamond Pipeline project. And second, we've added a couple of expansion projects at our St. James Terminal.

Slide 8 provides an update on the expected in-service timing of some of our larger projects. In the Permian Basin, where we plan to invest approximately $410 million this year, we expect to place several of our Delaware Basin expansion pipelines into service in the third quarter.

These projects include the extension of our Blacktip system in Culberson County, the 20-inch loop of our pipeline from Blacktip to Wink, our 24-inch loop of our Basin pipeline system from Wink to Midland, and then late in the quarter, our 16-inch pipeline from Barilla Draw area to Wink.

In the Eagle Ford in the second quarter we placed into service the loop of the Gardendale and Three Rivers segment of our pipeline joint venture in conjunction with the start-up of the Cactus Pipeline.

The expansion of the Three Rivers to Corpus Christi segment of the joint venture pipeline had a slight delay due to wet weather conditions we experienced earlier this summer, but is being placed into service this month.

The Marathon Gathering System, which is also being built by our Eagle Ford joint venture, will connect to the joint venture pipeline at Three Rivers and will also go on to service later this month. The gathering system will have a total capacity of 100,000 barrels per day.

In the Mid-Continent, our capital investments are largely concentrated on three demand-pull pipeline projects, which include the Diamond Pipeline from Cushing to Memphis, the Red River Pipeline from Cushing to Longview, and the Caddo Pipeline from Longview to Shreveport.

The permitting timeline for the Diamond Pipeline looks like it will cause us to push approximately $9 million of the capital spend from 2015 into 2016. As for the Red River and Caddo Pipelines, we recently completed successful open seasons for both pipeline projects.

The Red River pipeline is a 16-inch pipeline that will run from Cushing, Oklahoma to Longview, Texas and a capacity to deliver approximately 150,000 barrels a day to local refineries in Oklahoma, as well as to refiners that could source crude oil from our Longview terminal.

The Caddo Pipeline is a 50/50 joint venture with Delek Logistics will be a 16 – oh, I'm sorry – will be a 12-inch pipeline from our Longview terminal to Shreveport with the ability to transport up to 80,000 barrels a day to refineries in the Shreveport area and connecting to Delek's pipeline system that supplies to El Dorado, Arkansas refinery.

In the Rockies, we expect the Saddlehorn joint venture pipeline to be placed into service in late 2016 with initial capacity of approximately 200,000 barrels a day and an ultimate capacity of approximately 400,000 barrels per day. We'll extend this pipeline to Carr, Colorado where it will connect with our Cowboy Pipeline.

Our Cowboy Pipeline will be a 65,000-barrel-per-day pipeline that will extend from Cheyenne to Carr, Colorado.

This increase – or this will create a system that will enable us to source crude oil from the Guernsey market through a connection with our Cheyenne Pipeline and deliver crude oil to Cushing through the connection with our Saddlehorn Pipeline. The Cowboy Pipeline is expected to be placed in service in the fourth quarter of 2015.

In Canada, we are progressing with the expansion of our Fort Sask facility where we plan to invest approximately $300 million this year.

The cavern expansion – portion of this project includes two 350,000 barrel spec product caverns, with a 500,000 barrel multi-use product cavern, two ethane caverns with a combined capacity of 1.6 million barrels, and approximately 5 million barrels of additional brine capacity.

All these projects are advancing on schedule and are expected to be placed in service in phases beginning in the third quarter of 2016. The 20-car propane rail loading facility is expected to be in service in the third quarter of 2016.

And lastly, our 20,000 barrel per day expansion of our Fort Sask fractionator, and that's supported by a third-party commitment, is on track to be in service in mid-2017. Finally, our rail facility at Kerrobert terminal is expected to be in service in the fourth quarter, and we are nearing completion of modification to our St.

James rail facility that will enable us to receive Canadian crude oil at St. James. As for maintenance capital, expenditures for the second quarter totaled $52 million. We expect maintenance capital for 2015 to remain – to range between $205 million and $225 million. With that, I'll turn the call over to Al..

Thanks, Harry. During my portion of the call, I will review our financing activities, capitalization and liquidity, as well as our guidance for the third quarter and full year of 2015. We do not have any financing activity in the quarter.

From an equity perspective, this was primarily attributed to the $1.1 billion of equity we raised in the first quarter which funded the majority of the equity component of our 2015 capital program. As a result, we did not issue any additional units through our continuous offering program in the second quarter.

As illustrated on slide 9, PAA ended the second quarter with strong capitalization and liquidity and credit metrics that are consistent with our target. At June 30, 2015, PAA had a long-term debt-to-capitalization ratio of 51%, a long-term debt-to-adjusted EBITDA ratio of 4.0 times, and $3.1 billion of committed liquidity.

Slide 10 summarizes the information regarding our short-term debt, hedged inventory and linefill at quarter-end. Moving on to PAA's guidance, which is summarized on slide 11, we are forecasting midpoint adjusted EBITDA of $480 million and $2.275 billion for the third quarter and full year of 2015, respectively.

Our guidance continues to assume that 2015 oil prices will average approximately $50 per barrel resulting in suppressed drilling activity throughout the year, and that 2015 exit rate for production will be below 2014 production exit rate.

Our updated adjusted EBITDA guidance for the second half of 2015 contains a decrease of approximately $75 million from the guidance we provided in May, which is a net decrease of $50 million for the full-year guidance after taking into consideration our over performance in the second quarter.

The main drivers of the decrease are lost revenue associated with the pipeline shutdown in California as a result of the Line 901 incident, reduced volumes in cash flow in our rail activities due to the expectation that tighter margins we experienced in the second quarter will continue to impact rail volumes for the remainder of the year, higher operating expenses due to the shift in timing in some of our integrity spending plus the costs related to the incident in Illinois, lower volumes on a couple of our pipelines partially offset by the expectation that margins in our Supply and Logistics segment results will be better than previously forecasted.

As a reminder, and as illustrated on slide 12, our adjusted EBITDA profile is a U shape, reflecting the seasonality of our NGL business.

Although this negatively impact our distribution coverage ratio in the second and third quarter, this is expected and it is consistent with the adjusted EBITDA profile contained in the 2015 guidance that we furnished in February. The directional illustration from our February call is depicted in the upper right section of the slide.

For more detailed information on our 2015 guidance, please refer to the Form 8-K furnished yesterday. With that, I'll turn the call back over to Greg..

Thanks, Al. I have several matters to address in my closing remarks, including recent organizational additions and promotions, observations on crude oil market conditions and equity market valuations, and our current thoughts on distribution guidance.

However, before I go any further, I want to take this opportunity to thank all of PAA's employees for their continued focus on safety and execution over these past several months.

Despite incident-related challenges and volatile market conditions, the entire team has worked very well together to advance PAA's organic growth projects and execute PAA's plan.

I want to especially acknowledge and thank the employees and their families that have been directly and indirectly involved in responding to the two unfortunate operating incidents in California and Illinois.

Both Harry and I were able to see firsthand the significant level of skill, commitment and professionalism that they demonstrated during some very challenging times and the unbelievably long days and nights that they worked under intense and stressful conditions for extended periods.

I also want to recognize the rest of the team that has worked diligently behind the scenes to take on additional burdens and keep our asset base on track – asset-based business on track. While the incidents themselves are regrettable, the response from all of our employees has been truly impressive.

With respect to PAA's organization, in mid-July we made several announcements. The first was that Willie Chiang will be joining our executive management team as EVP and Chief Operating Officer for PAA's U.S. Operating and Commercial activities and will be reporting directly to Harry.

Harry and I have worked closely with Willie in a number of capacities for several years, and we are very pleased to have him join our team and look forward to Willie playing an increasingly important role in the leadership of the organization over the next several years.

We also announced the promotions of Sam Brown and John Keffer to the position of Senior Vice President and Jeremy Goebel and James Pinchback to the position of Vice President.

In addition to recognizing the significant contributions and strong leadership capabilities of these four individuals, these promotions also set the stage for future advancement of other leaders throughout our organization as we anticipate additional promotions and related changes in reporting responsibilities will be implemented over the next 12 to 18 months.

All of these changes are consistent with our established management development and succession plans. We have an extremely long and deep roster of talent, and believe Plains is well positioned for the future. We also announced that John Rutherford was retiring to pursue personal interests.

That development was not part of our long-term plans, but we have a very strong team in place and are in good shape in that area going forward. That said, John will be missed as many of us worked closely with him when he served as an advisor to Plains for over 10 years before joining us full time in October 2010.

We all hold John in very high regard, and we thank him for his significant contributions to the company and wish him well in his new endeavors. Let me move on to our outlook on the energy sector.

At our Investor Day on June 4, we shared our very positive intermediate to longer term view of the crude oil midstream sector and our belief that PAA is well positioned to participate in the midstream buildout as well as the various commercial activities required to support the ongoing North American crude oil renaissance.

We also indicated that this positioning underpins our ability to generate attractive distribution growth for the next several years.

At the time of our Investor Day on July 4 (sic) [June 4], WTI prices were approximately $60 a barrel, and we also shared our view that the near term we believe the environment could prove difficult as oil prices would likely come under pressure, which could result in challenges for midstream entities needing to access the capital markets and also stimulate potential acquisition opportunities.

Over the roughly 60 days since our annual Investor Day, crude oil prices have declined at one point by nearly 25%, falling from roughly $60 per barrel to $45 per barrel, and yesterday WTI was trading in the $45 to $46 per barrel range.

Midstream equity valuations have also traded down over that time period with the Alerian MLP Index currently trading approximately 13% below its level in early June, and access to equity markets appear to become more challenging.

Through July 1 of this year, the midstream MLP sector completed 26 equity offerings including IPOs, raising over $8.4 billion. Recently the pace has slowed considerably with only two midstream offerings since July 1, raising just over $700 million.

Our updated guidance for 2015 incorporates the results of our ongoing efforts to refine our multi-year forecast to take this challenging environment into account.

Although our updated 2015 guidance remains in line with the full-year guidance range we provided in connection with our 2014 earnings call earlier this year, it is admittedly near the lower end of the initial range.

Looking toward 2016, I wanted to acknowledge that our internal forecasts incorporate a more cautious view today than they did at the beginning of 2015. Our updated outlook reflects a more conservative assessment of the impact that aggressive competition from overbuilt infrastructure in several areas could have on PAA's margin and volume capture.

This updated view is primarily influenced by two factors. The first factor is the delayed impact of the higher level of capital that has been generally available to midstream competitors over the last 12 to 15 months prior to the timing I mentioned and the excess logistics capacity that those funds either have or will create.

As you may recall from the report card we shared at our 2015 Investor Day, and which is also shown on slide 13, we scored very well on the majority of elements incorporated into our multi-year outlook.

However, one of the items we did not score well on was our mid-2014 assumption that capital markets access would be restricted if commodity prices fell meaningfully and that therefore it would inhibit the ongoing development of logistics projects that we believe are marginal or unnecessary.

That has proved not to be the case, at least until here very recently. And as a result, there has been more midstream logistics capacity built than we previously forecasted, and it's either has been built or under construction and that will increase competition and also the impact our volumes and margin.

The second factor is the magnitude of the impact on regional markets and differentials that ship-or-pay arrangements have had and will likely continue to have during periods where volume growth falls short of company forecasts.

While we anticipated some impact from these ship-or-pay arrangements, we have been surprised by the magnitude of the impact and their impact on regional differentials. We believe this situation was likely exacerbated by production restrictions related to the Canadian wildfires and crude oil builds by the Strategic Petroleum Reserve.

In certain areas, we are seeing volumes purchased and moved in ways that run counter to the movements that would be suggested by current market conditions, suggesting that inferior economic movements are related directly or indirectly to the mitigation of ship-or-pay financial obligations.

Our 2016 operating and financial outlook also incorporates assumptions regarding downtime for Line 901 and Line 903 in California as well as weather and other regulatory-related timing adjustments for certain projects.

Individually, none of these items are particularly significant, but in the context of our cautious industry outlook and what we believe will be increased competitiveness, the collective impact gives us reason to pause and recalibrate.

To be clear, our capital projects are expected to perform in line with our long-term return expectations, and we anticipate adjusted EBITDA for 2016 and 2017 will increase in the neighborhood of 10% and 30% respectively over our 2015 guidance.

This expectation is based on our view of a recovery occurring in mid to late 2016, current timing for our Transportation and Facilities capital projects and baseline performance from our Supply and Logistics segment.

As we have in the past, we'll provide shadow guidance for 2016 in our November earnings call and more specific guidance during our year-end earnings call in February.

Our reason for mentioning it at this point is to put the current environment into context with our near-term results and inject a note of caution regarding the next 18 months with respect to distribution growth.

At the beginning of the year, we established a 2015 growth target for PAA – a 2015 distribution growth target for PAA of approximately 7% with a recognition that 2015 distribution coverage would be slightly below 1:1, but the expectation that coverage would be 1:1 or better in 2016 and return to sustainably healthy levels in 2017 and beyond while maintaining attractive distribution growth throughout.

For the reasons I just discussed, maintaining a similar distribution growth for 2016 in today's environment would require an extended period of sub 1:1 distribution coverage and be at odds with our objective of maintaining sustainable minimum distribution coverage of approximately 105%.

Again, the purpose of these comments is not to lock-in or communicate to you a specific game plan with respect to 2016 distribution growth, but rather in keeping with our practice of transparency, our desire to inject caution and manage near-term expectations given the combination of a cautious near-term industry outlook and recent events that have impacted our operating performance at the margin.

I do want to note that given the challenging market conditions and the adjustments we made to 2015 guidance, we are reducing our target distribution growth for 2015 to 6% versus the initial target of 7%. Based on the updated guidance and the 6% target, our full year distribution coverage is forecast to be 0.93.

Additionally, if current conditions remain challenging into early 2016, among the options we will need to consider is whether to view 2016 as a transition year with much lower distribution growth or as a year to defer any distribution growth until 2017 when coverage increases as a result of meaningfully higher EBITDA levels related to our various growth projects.

We will provide further guidance in this regard later in the year when we provide shadow guidance for 2016.

Before we open the call up for questions, let me also highlight that we have not baked in the benefit of any acquisitions into our outlook, and we believe that the availability of attractively priced acquisitions and PAA's ability to compete for such opportunities should be enhanced during periods of challenging industry conditions that are accompanied by limited access to capital markets.

We believe PAA should be relatively advantaged during such periods as a result of its solid financial position, past acquisition experience and ability to leverage its existing asset base and business model to realize fundamental synergies. With that, we're ready to open the call up for questions..

Let's see. Our first question is from Steve Sherowski from Goldman. Please go ahead. Your line is open..

Hi. Good morning. Just on the revised PAA distribution guidance.

Do you have similar guidance revisions for PAGP for 2015?.

Steve, because of the fact of the issue – the units earlier in the year on PAA, if you extrapolate that 6% out to PAGP they'll still come in about 21%, which was what we targeted for 2016 – I mean, sorry, 2015..

Okay. All right. Great.

And on your earlier comments when you spoke about overbuilt infrastructure impacting margins, is this primarily in – or I guess which segment is this primarily in or is this across the board and what basins are you seeing the more acute overbuild – overbuilts?.

It reflects two things. One, what we're actually seeing and what we're anticipating seeing because clearly we've got some visibility in the projects that aren't in service yet, but I would say in general it's across the board. There are certain areas today because projects have been completed that are more intense.

But when you combine those with the ship-or-pay commitments, for example in the Permian today, the Midland is trading at $1 premium or thereabouts to Cushing. You would normally expect that to be the other way around. We think part of that is a combination of the excess capacity out of the basin combined with the ship-or-pay commitments.

But you have those also occurring in the Eagle Ford and in the Rockies as well. And similarly in the Eagle Ford you also have, in addition to sort of ship-or-pay, you have new facilities coming that have commitments as well..

Understood. Thanks. And just a final quick question.

So your adjusted EBITDA guidance for – I know this is preliminary for 2016 and 2017, I guess what gives you confidence in that step up in growth between 2016 and 2017? Are there any projects in particular that you'd point to or is this just based on the assumption of a recovery in crude prices?.

I'd say the majority of it's based upon the projects that we see coming into service, many of which, Steve, are backed by commitments. And so what we did is in our outlook we reverted back to a baseline guidance for Supply and Logistics, which – call it about $500 million to $550 million.

And then the balance of that, as we have – as we have been seeing and continue to expect to see is growth in the Facilities and Transportation on a fee base. And in many cases, we try to take into account the competitive issues that we just talked about.

We do have an expected market recovery in mid to late 2016 that's going to have volumes dip and then start to recover. But again, in many cases, we've got commitments on those projects so we feel pretty good about the 10% growth in 2016 and roughly 30% in 2017 over the 2015 levels..

Got you. Okay. That's it for me. Appreciate it. Thanks..

Thank you..

Next question from Brian Zarahn from Barclays. Please go ahead. Your line is open..

Good morning..

Good morning, Brian..

I appreciate the preliminary guidance. I know it's earlier than you normally do it and so it's appreciated in the context of the environment we're in.

Just given the ramp a little bit more high in 2017, can you maybe elaborate on your thoughts on distribution coverage during this time period and how you balance that with providing some level of growth? So how do you – how do you balance those two variables in this environment?.

So – yeah, so again, we've certainly liked the target back in the base level environment, which is what we're including in those forecasts, about a 105% coverage as the minimum.

And effectively as we look out through 2016, which again, will be – we're expecting to be challenging and so we're waffling, quite candidly, on whether there's going to be any distribution growth or whether it's going to be modest.

But we feel fairly robust when you run the numbers on a 30% growth over current levels about returning back to something that's very respectable and attractive in the mid-single digits of growth in that area. We'd only do that with the idea of being able to achieve the 105% coverage in growth..

Then on projects, given the commodity price environment has turned back negative, probably we'll see some more bankruptcies from smaller producers, and how do think about the counterparty risk on your base business and your projects? Obviously, the bigger ones you've identified some of the demand-pull counterparties, but I guess from a higher level, how do you think about counterparty risk in the next 12 to 18 months?.

Well to kind of – responding to your question and then I also wanted to kind of imply it in there, is when we looked at the ship-or-pay commitments we started to look at credit as an issue and who our counterparty is.

We've also looked at what we think our competitors' credit issues are because to some extent if some of the barrels that are being purchased away from the logical moves on our asset are going to one that's not logical but it makes sense because of ship-or-pay, we've tried to look through that to figure out whether those entities actually can honor their commitments and survive.

We feel pretty good about the ship-or-pay commitments on our assets and the counterparties that we have, whether they'd be demand-pull or production push. We're not without some exposure to companies that aren't investment grade, but most of ours really have quality investment grade commitments behind it. And so we feel pretty good about that.

And we've tried to dial some, what I'll call friction, into the mix that says things don't go perfect and that we have some challenges.

I think what that also implies, and I tried to kind of cover in my very last comment, is we think that some of these areas where there's been excess logistics built that may be based on commitments from other parties that don't have high credit quality, that those could be acquisition opportunities for us and that we could consolidate those nicely into our system and achieve operating efficiency.

So that's not built into our numbers, but we think that's probably a little bit of an effective hedge against perhaps unknowns that aren't built into guidance..

Last one for me and following up on your comment. You've been very patient on M&A. It's been partially due to the very competitive environment that we've seen.

Do you think we're finally in a place where you could see more opportunities like you just mentioned that would potentially provide some upside to your outlook?.

I'm going to give you a qualified yes. The qualification is as long as the capital markets don't continue to fund irrational optimism, then I think the answer is yes. Because I think when we run our analysis we think there are companies that haven't funded commitments that they don't have on their balance sheet, but they've counted on the EBITDA.

And we think at some point in time those two have to be synched up. And so if the capital markets will not continue to provide very cheap and fluid capital, then I think there's going to be some opportunities in there.

And we – in many cases, I'll bet – Brian, we've bid on 20 to 30 acquisitions where we felt very good about wanting to own those assets having synergies. And in many cases we were outbid by 30%, 40%, even 50%. Those assets are still good. They would still fit with us.

But it's a question of whether those companies can extract the values that are implicit – need to be in a 50% higher valuation than what we would place on them. Again, if they can raise money cheaply then they can – they push that issue out for a couple of years.

If the answer is that's come to a halt, well, I think we're in great position to take advantage of our strong balance sheet and operating synergies that are fundamental to our business and give us a competitive advantage.

Wouldn't you say, Harry?.

Yeah, I would. I mean, you're still seeing a little bit of high valuations. But I'll echo what Greg said, as we advance in this market we would expect to see opportunities that makes sense for us..

Thanks for the color, guys..

Thank you..

Next question from Faisel Khan with Citigroup. Please go ahead. Your line is open..

Thanks. Good morning. It's Faisel from Citi. Just going back to the sort of the shadow guidance for 2016, as you call it, the coverage ratio you talked about 105%.

So is it fair to say that that's the ratio you want to defend whatever the – whatever the environment is for next year? Is that – is that how we should look at it?.

Actually that's a very important consideration as we look through it. And Faisel, if you go back again to what we tried to do, and quite candidly it didn't prove to be the smartest thing we could have done, we knew that coverage in 2015 would be sub one-to-one and we had targeted the 7% growth.

But as we look through to 2017, we felt like we could maintain that growth through 2016 and 2017 based upon the environment assessment and what we thought would be reduced capital availability across the sector, which would stop some of the competitive issues that we're now facing..

Sure..

That turned out not to be the case. People funded throughout the dip from $100 oil to $45 oil. And then as it rallied back toward $60 they even raised more capital. And so when we look at that, it makes growth in 2016, certainly at the levels of 6% or 7%, very challenging to maintain even at one-to-one. And so that's where we're at.

It depends on when we get at the end of the year and we look at what the environment looks like whether we would choose to go the route of perhaps sub-105% in marginal distribution growth or whether we simply punt it to 2017 where we have clear visibility to significant coverage and the ability to return back to something that's in the mid-single digits.

And part of that issue is kind of capsulated I think in our appendix. We've put a slide in there that shows what we think is the biggest overhang right now on causing uncertainty about volume growth is inventory levels.

And today's results basically pegged out where if we updated that slide today we're right on track with where we think we would have been. So we're expecting to end the year somewhere between 23 million and 80 million barrels above normal. That's got to be worked off. We think that could make the first six months of 2016 difficult.

And if it is, we're probably looking to 2017 for the resumption of growth instead of 2016..

Okay. And then as I look at your sort of guidance going into the third quarter that you guys put out in your 8-K, your lease gathering guidance sort of goes down about 2% from this quarter into the third quarter.

What's driving those lower volumes as you move into 3Q? Is it these inventory issues you're talking about, or is it more producer activity that's driving that in your model?.

There's some seasonality that's built into it, I think, if you look at Al's chart and the comments. And but I think part of it we're also expecting to see volumes begin to roll over. And there's a lot of conflicting data.

We all try to use – and I'm sure you do as well – the EIA as a source of data, but when you try to square up their weekly data with their monthly data, it doesn't all pan out. We're certainly starting in certain areas to see volumes come in short of expectations of the producers.

Part of that, Faisel, is going to be as they shift to pad drilling that causes lumps in the growth..

Okay..

But at the same time we think in certain areas we're seeing the cume activity start to catch up to where I'd say it's certainly flattening and probably starting to roll over..

Okay..

I think, just to elaborate on that a little bit, I think it's actually – it's pretty flat between the second and third quarters. What you're seeing there is a higher first quarter impacting the first six months..

Okay. I saw that you guys did 965,000 barrels, roughly, in the second quarter and your guidance for the third quarter was 945,000 barrels. So that's what I was just trying to iron out, but I could follow up with you offline..

Yeah. That's a – if we get it that close we're real happy..

Okay..

That's what the model spit out when we collect information from the guys..

Got you..

And as Greg mentioned, we are allowing for some of the competitive pressures that he mentioned will affect the lease side as well behind some of those T&Ds..

Okay. And then just going back to your comments on the financing, obviously you didn't need any equity financing in the second quarter. It looks like your guidance also assumed some unit issuances as you go into end of the year. I just want to understand that.

Is it do you still need to issue equity going to the end of the year? Or are you all trued-up for now?.

We're always trying to stay well-funded in a position where when an opportunity comes up, we don't have to worry about do we need capital. I think we've put a very modest amount of funding in there using basically the ATM. If we're in a weak market we certainly don't have to try to force our way into it.

We think that's probably in contrast to some of our competitors who probably are in a situation where they're going to need to meet obligations. The funding that we did in the first part of the year, that was, again, one of opportunity. We looked at it and said, gosh, we need this equity, let's go ahead and get it now. I think is bearing out.

So we'll monitor that and if the markets are favorable relative to the cost of capital and the projects that we're funding, we're certainly not going to restrain ourselves and go zero..

Sure. Sure..

We're not going to try and force our way into the market either..

Okay. And then just on Canadian propane prices, NGL prices, obviously have been fairly weak in the last quarter.

How did that impact you guys and how does that impact you guys going forward?.

It's basically a margin business, so as long as the volumes are there, we're not really that sensitive to the outright price of propane. The weaker propane prices actually create better storage economics as a....

Okay. Makes sense. And then in the quarter your costs in the Transportation side were up substantially over last year. I know you brought some new assets into service.

I'm just trying to understand how much were the California and Illinois incidences in that $209 million sort of cost that you have in Transportation for the quarter?.

Well, the California we would have factored that out, and the Illinois didn't happen until the third quarter. So shouldn't be much chatter in there. Certainly we had some lower volumes in California, which if you're looking at it on a per unit basis, it'll be a little bit influenced by that. But – go ahead..

Yeah. I think you probably are looking at maybe the reported number with the $65 million in it. Yeah..

Yup. Okay. Got you..

Okay..

Okay. That makes sense. Thank you. Appreciate the time..

Thank you, Faisel..

Next question from Jeremy Tonet from JPMorgan. Please go ahead..

Good morning..

Good morning, Jeremy..

Just wanted to clarify a little bit more on the overcapacity that you guys saw in certain places.

It seems like some refiners are talking about Delaware discounts to Midland prices, so I was wondering if you could talk a bit more? Is it in gathering or mainline overcapacity when it comes to the Permian in particular?.

Well, in the Permian, the Delaware Basin infrastructure isn't built out yet, so you're still seeing some discounts because of just logistical constraints. We see a lot of that being lifted starting in the third quarter. We've got a number of pipeline projects that go into service and really debottleneck a lot of the Midland Basin.

There might be a little bit of a quality discount to some of the lighter volumes, but we haven't seen much of that at our business. But I think – and that's – if you can look at some of our comments, we see margins getting a little tighter because in areas where you had pipeline constraints.

And Delaware is probably the biggest area where we see that being relieved second half of the year..

Yeah. We've got several projects that I think are going to be coming onstream here in the next – well, during third quarter..

Yeah..

Yeah. So we're expecting that to lighten up quite a bit..

Got you. Thanks for that. And you've touched on it a bit here, but I was just wondering if you might be able to talk a little bit more.

As far as mid-2016 recovery that you guys are currently looking for, what do you think are the key risks to that being earlier or later, that being the inflection point?.

So part of it's going to depend on how quick we can roll this inventory off that's been building. We've got quite a bit of turnarounds. If you look at our chart, we're expecting a build to start happening in October, November, lot of turnarounds coming. The most quick solution to lower the inventory build is to stop importing more barrels.

So part of it, Jeremy, is just how aggressive the Mid-Eastern companies are – countries are in trying to price those barrels into our market. So far they've been pretty aggressive. I think cume to-date, even though we've had high inventory levels and low prices, total imports into the U.S.

have been only down about 120,000, 130,000 barrels a day cume to-date. That's pretty amazing when you think about it especially considering that Canada had some – about 200,000 barrels a day of reduced imports in the second quarter over the first quarter because of the Canadian fires.

So I'd say whatever activities of foreign countries with respect to trying to push barrels into our market will be – have an impact on that. The other one is just how U.S. producers collectively act over the next 6 months to 9 months maybe 12 months. I refer to it as if we'd have stayed on the 21-day diet we would have been fine.

But about – it looked like 10 days to 15 days into the diet, people started picking up rigs and saying let's go back after it again, and that turns it into a 45-day or a 60-day diet. So I think that could extend it.

Candidly, we had picked June 30 as kind of our inflection – June 30, 2016 as our point where we thought at that point we'd pick an over-and-under on prices for WTI, probably in the neighborhood of $70, partly because we thought the inventory situation would clean up by then.

Or if it didn't, we'd have seen visibility for it to clean up, which means you've had continued production rollover in the U.S. and you've had some concession from the Middle Eastern companies that they've caused enough pain to quit forcing barrels into it, complicate that. I mean there's so many variables in it, Jeremy.

If Iran comes on and they don't make room for them, it could get ugly a little bit longer. Again, that would probably hurt our near-term outlook but probably improve the overall long-term because of the rationalization that would have to happen in competitors that we have that have kind of marginal outlooks in that type of environment.

So it's, gosh, we think 2016 is kind of the year of transition. We think we've picked to ride it at the mid to late part recovery, but could it be a little bit later? It certainly could, depending on events going on overseas..

Great. Thanks.

And then, with that backdrop, as far growth CapEx spend is concerned, are you guys looking to kind of rein in at this point? Or the projects you have have significant commercial support that it still makes sense to go forward?.

Yeah. All the projects that we have that are obviously in the hopper this year and carried over into the next year are pretty solid projects. And that's really what provides the uplift in 2017. And in many, many cases they're backed by commitments from credit quality and credit worthy companies, and so I don't see much change in that.

Certainly with respect to new projects, you're going to take a real long look at making sure that you've got real strong counterparties, if they're willing to make a commitment at all.

Or you've got real high conviction, as we have for example in the Delaware, where we've gone in and built some pipeline projects that we could connect to our existing ones that gave us a competitive advantage because we said that's going to be the last place in the country that rigs are going to be laid down and so we're going to be the guys there to pick the volumes up.

Near-term, Jeremy, that causes some pressure on the returns, but we're building assets that have a 70-year life and that's the business that we're in. So we're willing to take probably skinnier returns near-term with the longer – because of lower volumes but knowing that we think the volumes – it's not a question of if but when.

We're in a position to be able to do that because of our balance sheet. And five years from now when we look back we'll have a better company because we went ahead and pushed a project that didn't have maybe all the commitments that you'd like to have, but because it's part of our system we can do economically.

We think that the challenge is going to be for the one-trick pony companies that are trying to build a project out there that they really don't have the scale to be able to take advantage of it. So we feel pretty good about our projects.

If your question is are we going to go out and try to build a lot more projects without commitments, the answer is no. Are there areas where we would do that? They're very limited and there are some..

Got you. Thanks for that. And then one last one.

As far as M&A is concerned, with the bid-ask spread, I'm just wondering with access to capital being tighter, with cost of equity being higher for the space, do you see that kind of widening out the spread there or any thoughts on that?.

Well, I mean what we hope is that expectations for sales come down or the forced sales will cause more rational prices. Clearly, we're not the only ones out there looking to buy and in position to.

But if the capital markets aren't open to the competitors that don't have an existing base and their cost of capital at the margins is meaningfully higher than ours, I think we're just real well-positioned. So we certainly expect to be more active in acquisitions over the next 24 months than we have been last 24 months..

Great. Thanks for that. That's it for me..

Thank you..

Next question is from Gabe Moreen from BOA Merrill Lynch. Please go ahead. Your line is open..

Hi. Good morning, everyone. Most of my questions have been asked, but I was wondering have you thought about – a lot of other midstream companies have kind of discussed cost cuts and belt tightening.

Is that something that's being contemplated here or that may be in your guidance?.

I mean, we always try to stay prudent, Gabe, on that. I mean, we're more focused in on building out over the long term. So we wouldn't want to cut costs and forgo opportunities that cause a mid – an interim benefit but a long-term detriment. And so that's not our focus. We're not in a situation where we have to tighten our belt just to stay alive.

And we're not trying to defend a distribution growth level that we could achieve in the short term with cost cuts that don't make sense long term but would achieve that short-term goal. So again, we'll be looking at things clearly. When you have skinnier results you have skinnier bonuses, if any bonuses. That type of thing we'll be looking at.

But we're not looking to start cutting heads just so that we can say we can make a distribution target in the near term and then realize that we sacrificed our long-term business plan..

Understood. And then I guess in terms of the balance sheet, clearly you're pushing a little in terms of that forex debt-to-EBITDA. You've kind of had some hard-fought battles that you won at the rating agencies in getting upgraded.

But I'm just wondering in terms of whether you'd be willing to sacrifice a notch or two within investment grade to take that leverage up if the equity markets kind of continue to be so choppy?.

I wouldn't want to go there right now. I think one of the things you should look at is that, yeah, we're at the upper end our range, but we're there because this is a very weak market. The reason you have a range is so that you can basically say I want to operate within this through the cycle.

The fact that we're at 4.0 in what may be one of the worst parts of the cycle, when we look around at our peers, many of them are well above 4 and in some cases above 5. And I think they're going to be the ones that are under more pressure than we are.

If your question is will we go ahead and lever up just because the equity marks weren't available, it's hard to – how good is the opportunity but not just to philosophically to say we'll do it just because equity cost are higher. We're going to look at it from a total cost of capital and a total return on the projects.

And I think the market has a way of self-discipline when capital markets aren't available to everybody. And that hasn't been the case recently. And so I think we're kind of looking forward to where math matters..

And Gabe, I would add, I mean, the growth that is embedded in the 2016 and 2017, a lot of that capital has been funded already. So you see a natural deleveraging based on that growth, i.e., the 30% Greg mentioned on the call 2017 over 2015..

Got it. All right. Thanks, guys..

Thank you..

Next question from Sibal Sunil from Global. Please go ahead. Your line is open..

Hi. Good morning, guys, and thanks for the detailed color. Many of my questions have been asked, but just one quick one.

When you think about the M&A situation and also situation like the cost associated with the crude spill, I was wondering, any particular support that the general partner, PAGP, can provide in situations like this to kind of mitigate the impact on the LP guys?.

That's not been part of discussion at all today.

I mean, clearly, the GP IDR modifications have been really in connection with opportunities that either could not achieve a near-term accretion that we thought was necessary to support the capital raise or that was necessary for a long-term strategic move that had a tight cost of capital – a tight spread relative to our cost of capital.

We will certainly look at those opportunities, but the typical operating cycles is not part of the – what we would incorporate into that discussion..

All right. That's helpful. That's all I had. Thanks..

Thank you..

There is no further questions at this time..

All right. I want to thank everybody for dialing in to the call. We look forward to updating you on our results for the third quarter in November. And again, thanks for dialing in..

Ladies and gentlemen, that does conclude your conference for today. This conference will be available for replay after 12:00 PM Central today through September 5. You may access the AT&T executive replay system at any time by dialing 1-800-475-6701 and enter in the access code 363940. Once again, 1-800-475-6701 and entering access code 363940.

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