Plains All American Pipeline (PAA) 10-Q 6 Nov 09 2009 Q3 Quarterly report Financial data

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Millions	Sep. 30, 2009	Dec. 31, 2008
CURRENT ASSETS
Cash and cash equivalents	$16	$11
Trade accounts receivable and other receivables, net	1,641	1,525
Inventory	1,174	801
Other current assets	193	259
Total current assets	3,024	2,596
PROPERTY AND EQUIPMENT	7,037	5,727
Accumulated depreciation	(840)	(668)
Property and equipment, net	6,197	5,059
OTHER ASSETS
Linefill and base gas	479	425
Long-term inventory	129	139
Investment in unconsolidated entities	68	257
Goodwill	1,270	1,210
Other, net	326	346
Total assets	11,493	10,032
CURRENT LIABILITIES
Accounts payable and accrued liabilities	1,827	1,507
Short-term debt (Note 6)	692	1,027
Other current liabilities	340	426
Total current liabilities	2,859	2,960
LONG-TERM LIABILITIES
Long-term debt under credit facilities and other	7	40
Senior notes, net of unamortized net discount of $15 and $6, respectively	4,135	3,219
Other long-term liabilities and deferred credits	265	261
Total long-term liabilities	4,407	3,520
COMMITMENTS AND CONTINGENCIES (NOTE 12)
Common unitholders (136,135,988 and 122,911,645 units outstanding, respectively)	4,066	3,469
General partner	97	83
Total partners' capital excluding noncontrolling interest	4,163	3,552
Noncontrolling interest	64
Total partners' capital	4,227	3,552
Total liabilities and partners' capital	$11,493	$10,032

1_CONDENSED CONSOLIDATED BALANC

CONDENSED CONSOLIDATED BALANCE SHEETS (parenthetical) (USD $)
In Millions, except Share data	Sep. 30, 2009	Dec. 31, 2008
Condensed Consolidated Balance Sheets
Senior notes, unamortized net discount	$15	$6
Common unitholders, units outstanding (in units)	136,135,988	122,911,645

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Millions, except Per Share data	3 Months Ended Sep. 30, 2009	3 Months Ended Sep. 30, 2008	9 Months Ended Sep. 30, 2009	9 Months Ended Sep. 30, 2008
REVENUES
Sales and related revenues	$4,645	$8,676	$11,876	$24,593
Pipeline tariff activities, trucking and related revenues	147	147	401	416
Storage, terminalling, processing and related revenues	65	39	165	109
Total revenues	4,857	8,862	12,442	25,118
COSTS AND EXPENSES
Purchases and related costs	4,417	8,369	11,036	23,929
Field operating costs	163	162	474	458
General and administrative expenses	52	39	153	130
Depreciation and amortization	59	49	173	150
Total costs and expenses	4,691	8,619	11,836	24,667
OPERATING INCOME	166	243	606	451
OTHER INCOME/(EXPENSE)
Equity earnings in unconsolidated entities	5	4	13	11
Interest expense (net of capitalized interest of $4, $4, $9 and $14, respectively)	(59)	(52)	(165)	(143)
Other income/(expense), net	12	14	17	27
INCOME BEFORE TAX	124	209	471	346
Current income tax expense	(2)	(3)	(5)	(9)
Deferred income tax benefit			4	2
NET INCOME	122	206	470	339
Less: Net income attributable to noncontrolling interest			(1)
NET INCOME ATTRIBUTABLE TO PLAINS	122	206	469	339
NET INCOME ATTRIBUTABLE TO PLAINS:
LIMITED PARTNERS	88	173	370	256
GENERAL PARTNER	$34	$33	$99	$83
BASIC NET INCOME PER LIMITED PARTNER UNIT (in dollars per unit)	0.65	1.42	2.84	2.1
DILUTED NET INCOME PER LIMITED PARTNER UNIT (in dollars per unit)	0.65	1.41	2.82	2.08
BASIC WEIGHTED AVERAGE UNITS OUTSTANDING (in units)	130	123	128	120
DILUTED WEIGHTED AVERAGE UNITS OUTSTANDING (in units)	131	124	129	121

2_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (parenthetical) (USD $)
In Millions	3 Months Ended Sep. 30, 2009	3 Months Ended Sep. 30, 2008	9 Months Ended Sep. 30, 2009	9 Months Ended Sep. 30, 2008
Condensed Consolidated Statements of Operations
Interest expense, capitalized	$4	$4	$9	$14

3_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions	9 Months Ended Sep. 30, 2009	9 Months Ended Sep. 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$470	$339
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	173	150
Equity compensation charge	47	27
Inventory valuation adjustment		65
Gain on sale of investment assets		(12)
Net gain on purchase of remaining 50% interest in PNGS	(9)
Net cash paid for terminated interest rate and foreign currency hedging instruments	(9)	(2)
Equity earnings in unconsolidated entities, net of distributions	(6)	(4)
Other	(19)	(9)
Changes in assets and liabilities, net of acquisitions:
Trade accounts receivable and other	52	(410)
Inventory	(349)	(521)
Accounts payable and other liabilities	(3)	616
Net cash provided by operating activities	347	239
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid in connection with acquisitions, net of cash acquired	(117)	(662)
Additions to property, equipment and other	(354)	(446)
Investment in unconsolidated entities	(4)	(35)
Cash received for sale of noncontrolling interest in a subsidiary	26
Net cash received/(paid) for linefill	8	(8)
Proceeds from the sale of assets and other	4	36
Net cash used in investing activities	(437)	(1,115)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings/(repayments) on revolving credit facility	(454)	259
Net borrowings/(repayments) on hedged inventory facility	(180)	111
Repayment of PNGS debt	(446)
Proceeds from the issuance of senior notes (Note 6)	1,346	597
Repayments of senior notes	(175)
Net proceeds from the issuance of common units (Note 8)	458	315
Distributions paid to common unitholders (Note 8)	(344)	(308)
Distributions paid to general partner (Note 8)	(98)	(84)
Other financing activities	(9)	(4)
Net cash provided by financing activities	98	886
Effect of translation adjustment on cash	(3)	3
Net increase in cash and cash equivalents	5	13
Cash and cash equivalents, beginning of period	11	24
Cash and cash equivalents, end of period	16	37
Cash paid for interest, net of amounts capitalized	150	143
Cash paid for income taxes	$7	$8

4_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (USD $)
In Millions	Common Units	General Partner	Partners' Capital Excluding Noncontrolling Interest	Noncontrolling Interest	Total
Balance at Dec. 31, 2008	$3,469	$83	$3,552		$3,552
Balance (in units) at Dec. 31, 2008	123
Increase (Decrease) in Partners' Capital
Sale of noncontrolling interest in a subsidiary	(36)	(1)	(37)	63	26
Net Income	370	99	469	1	470
Issuance of common units	447	9	456		456
Issuance of common units (in units)	11
Issuance of common units in connection with the PNGS Acquisition	91	2	93		93
Issuance of common units in connection with the PNGS Acquisition (in units)	2
Issuance of common units under Long Term Incentive Plans ("LTIP")	12		12		12
Distributions	(344)	(98)	(442)		(442)
Class B Units of Plains AAP, L.P.	1	2	3		3
Other comprehensive income	56	1	57		57
Balance at Sep. 30, 2009	$4,066	$97	$4,163	$64	$4,227
Balance (in units) at Sep. 30, 2009	136

5_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)
In Millions	3 Months Ended Sep. 30, 2009	3 Months Ended Sep. 30, 2008	9 Months Ended Sep. 30, 2009	9 Months Ended Sep. 30, 2008
Net Income attributable to Plains	$122	$206	$469	$339
Other comprehensive income/(loss)	210	(4)	57	(50)
Comprehensive income	$332	$202	$526	$289

6_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME PARTNERS' CAPITAL (USD $)
In Millions	Derivative Instruments	Translation Adjustments	Other	Total
Balance at Dec. 31, 2008	$161	($86)		$75
Accumulated Other Comprehensive Income
Reclassification adjustments	(19)			(19)
Changes in fair value of outstanding hedge positions	(61)			(61)
Deferred gains/(losses) on settled hedges, net	(27)			(27)
Currency translation adjustment		165		165
Proportionate share of our unconsolidated entities' other comprehensive loss			(1)	(1)
Total period activity	(107)	165	(1)	57
Balance at Sep. 30, 2009	$54	$79	($1)	$132

Organization and Basis of Prese

Organization and Basis of Presentation
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Organization and Basis of Presentation	Note 1Organization and Basis of Presentation As used in this Form10-Q, the terms Partnership, Plains, we, us, our, ours and similar terms refer to Plains All American Pipeline, L.P. and its subsidiaries, unless the context indicates otherwise. References to our general partner, as the context requires, include any or all of PAA GP LLC, Plains AAP, L.P. and Plains All American GP LLC. We are engaged in the transportation, storage, terminalling and marketing of crude oil, refined products and liquefied petroleum gas and other natural gas-related petroleum products. We refer to liquefied petroleum gas and other natural gas-related petroleum products collectively as LPG. We are also engaged in the development and operation of natural gas storage facilities. We manage our operations through three operating segments: (i)Transportation, (ii)Facilities and (iii)Marketing. See Note 13. The accompanying condensed consolidated interim financial statements should be read in conjunction with our consolidated financial statements and notes thereto presented in our 2008 Annual Report on Form10-K. The financial statements have been prepared in accordance with the instructions for interim reporting as prescribed by the Securities and Exchange Commission (SEC). All adjustments (consisting only of normal recurring adjustments) that in the opinion of management were necessary for a fair statement of the results for the interim periods have been reflected. All significant intercompany transactions have been eliminated. The condensed balance sheet data as of December31, 2008 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the three and nine months ended September30, 2009 should not be taken as indicative of the results to be expected for the full year. Subsequent events have been evaluated through the financial statements issuance date of November6, 2009 and have been included within the following footnotes where applicable.

Recent Accounting Pronouncement

Recent Accounting Pronouncements
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Recent Accounting Pronouncements	Note 2Recent Accounting Pronouncements Standards Adopted as of July1, 2009 In June2009, the Financial Accounting Standards Board (FASB) issued the FASB Accounting Standards Codification (the Codification) to establish a single source of authoritative nongovernmental U.S. generally accepted accounting principles (U.S. GAAP). The Codification is meant to (i)simplify user access by codifying all authoritative U.S. GAAP into one location, (ii) ensure that codified content accurately represents authoritative U.S. GAAP and (iii)create a better structure and research system for U.S. GAAP. The Codification was effective for interim or annual periods ending after September15, 2009; therefore, we adopted this guidance as of July1, 2009. Adoption did not have any material impact on our financial position, results of operations or cash flows. Standards Adopted as of April1, 2009 In May2009, the FASB issued guidance that establishes general standards of accounting for and disclosure of subsequent events or events that occur after the balance sheet date but before financial statements are issued. This guidance sets forth (i)the period after the balance sheet date during which management shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii)the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements and (iii)the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date. This guidance was effective for interim or annual periods ending after June15, 2009; therefore, we adopted this guidance as of April1, 2009. Adoption did not have any material impact on our financial position, results of operations or cash flows. In April2009, the FASB issued guidance that increases the frequency of fair value disclosures from annual to quarterly in an effort to provide financial statement users with more timely and transparent information about the effects of current market conditions on financial instruments. This is intended to address concerns raised by some financial statement users about the lack of comparability resulting from the use of different measurement attributes for financial instruments. These disclosures are also intended to stimulate more robust discussions about financial instrument valuations between users and reporting entities. We adopted this guidance as of April1, 2009. Adoption did not have any material impact on our financial position, results of operations or cash flows. Standards Adopted as of January1, 2009 In November2008, the FASB issued guidance that addresses certain accounting considerations, including initial measurement, decreases in investment value, and changes in the level of ownership or degree of influence related to equity method investments. We adopted this guidance as of January1, 2009. Adoption did not have any material impact on our financial position, results of operations or cash flows. In April2008, the FASB issued guidance that amends the factors that should be considered in developi

Trade Accounts Receivable

Trade Accounts Receivable
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Trade Accounts Receivable	Note 3Trade Accounts Receivable We review all outstanding accounts receivable balances on a monthly basis and record a reserve for amounts that we expect will not be fully recovered. Actual balances are not applied against the reserve until substantially all collection efforts have been exhausted. At September30, 2009 and December31, 2008, substantially all of our net accounts receivable were less than 30 days past their scheduled invoice date. Our allowance for doubtful accounts receivable totaled $9 million and $5 million at September30, 2009 and December31, 2008, respectively. Although we consider our allowance for doubtful trade accounts receivable to be adequate, actual amounts could vary significantly from estimated amounts. At September30, 2009 and December31, 2008, we had received approximately $153 million and $66 million, respectively, of advance cash payments from third parties to mitigate credit and performance risk. In addition, we enter into netting arrangements with our counterparties. These arrangements cover a significant part of our transactions and also serve to mitigate credit and performance risk.

Acquisitions

Acquisitions
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Acquisitions	Note 4Acquisitions The following acquisitions were accounted for using the acquisition method of accounting and the purchase price was allocated in accordance with such method. PNGS Acquisition On September3, 2009, we acquired the remaining 50% indirect interest in PAA Natural Gas Storage, LLC (PNGS) for an aggregate purchase price of $215 million (PNGS Acquisition). As a result of the transaction, we now own 100% of PNGS natural gas storage business and related operating entities, which are accounted for on a consolidated basis beginning in September2009. We historically accounted for our 50% indirect interest in PNGS under the equity method. We recorded a net gain of approximately $9million, recorded in other income, in connection with (i) adjusting our previously owned 50% investment in PNGS to fair value and (ii) terminating an agreement to supply natural gas to PNGS. PNGS owns and operates a total of approximately 40 billion cubic feet (Bcf) of natural gas storage capacity at its Bluewater facility in Michigan and Pine Prairie facility in Louisiana. The Bluewater facility is comprised of two separate Niagaran reef reservoirs with a capacity of approximately 26 Bcf. At the Pine Prairie facility, 14 Bcf of high-deliverability salt-cavern storage capacity has been placed in service and an additional 10 Bcf is under construction. Pine Prairie Energy Center, LLC has received approvals from the Federal Energy Regulatory Commission and the Louisiana Department of Natural Resources to increase the permitted capacity at Pine Prairie to 48 Bcf. The gas storage operations are reflected in our facilities segment. The purchase price consisted of the following (inmillions): Cash $ 90 PAA equity 91 Paid at closing 181 Fair value of contingent consideration (1) 34 Total purchase price $ 215 (1) The deferred contingent cash consideration is payable in cash in two installments of $20 million each upon the achievement of certain performance milestones and events expected to occur over the next several years. The fair value of the deferred contingent cash consideration was based on a discounted cash flow model utilizing a discount rate of approximately 9%. The allocation of fair value to the assets and liabilities acquired in the PNGS Acquisition is preliminary and subject to change, pending finalization of the valuation of the assets and liabilities acquired. The preliminary fair value allocation is as follows (in millions): Property, plant and equipment $ 791 Base gas 28 Goodwill 26 Intangible assets 23 Working capital and other long-term assets and liabilities 8 Debt (446 ) Total $ 430 Other Acquisitions During the first nine months of 2009, we completed three other acquisitions for aggregate consideration of approximately $66million. These acquisitions included (i)a crude oil pipeline that is reflected in the our transportation segment, (ii)a natural gas processing business that is reflected in our facilities segment and (iii)a refined products terminal that is reflected in our facilitie

Inventory, Linefill and Base Ga

Inventory, Linefill and Base Gas and Long-term Inventory
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Inventory, Linefill and Base Gas and Long-term Inventory	Note 5Inventory, Linefill and Base Gas and Long-term Inventory Inventory, linefill and base gas and long-term inventory consisted of the following (barrels in thousands and cubic feet in millions, and total value in millions): September 30, 2009 December 31, 2008 Unit of Total Price/ Unit of Total Price/ Volumes Measure Value Unit (1) Volumes Measure Value Unit (1) Inventory Crude oil 12,418 barrels $ 822 $ 66.19 9,986 barrels $ 421 $ 42.16 LPG 9,252 barrels 340 $ 36.75 7,748 barrels 370 $ 47.75 Refined products 128 barrels 9 $ 70.31 103 barrels 5 $ 48.54 Natural gas (2) 244 cubic feet 1 $ 3.74 cubic feet N/A Parts and supplies N/A 2 N/A N/A 5 N/A Inventory subtotal 1,174 801 Linefill and base gas Crude oil 9,190 barrels 449 $ 48.86 9,148 barrels 422 $ 46.13 Natural gas (2) (3) 9,194 cubic feet 28 $ 3.03 cubic feet N/A LPG 58 barrels 2 $ 34.48 67 barrels 3 $ 44.78 Linefill and base gas 479 425 Long-term inventory Crude oil 1,651 barrels 113 $ 68.44 1,781 barrels 121 $ 67.94 LPG 458 barrels 16 $ 34.93 363 barrels 18 $ 49.59 Long-term inventory subtotal 129 139 Total $ 1,782 $ 1,365 (1) Price per unit represents a weighted average associated with various grades, qualities, and locations; accordingly, these prices may not be comparable to published benchmarks for such products. (2) To account for the 6:1 mcf of natural gas to crude oil barrel ratio, the natural gas volumes can be converted to barrels by dividing by 6. (3) Natural gas-base gas consists of natural gas necessary to operate our storage facilities and may fluctuate based on the utilization of the caverns and reservoirs.

Debt

Debt
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Debt	Note 6Debt Debt consists of the following (in millions): September30, December31, 2009 2008 Short-term debt: Senior secured hedged inventory facility bearing interest at a rate of 2.0% and 2.3% as of September30, 2009 and December31, 2008, respectively $ 100 $ 280 Senior unsecured revolving credit facility, bearing interest at a rate of 0.8% and 1.1% as of September30, 2009 and December31, 2008, respectively (1) 336 746 Senior notes, including unamortized premium (2)(3) 255 Other 1 1 Total short-term debt 692 1,027 Long-term debt: 4.75% senior notes due August2009 (4) 175 4.25% senior notes due September2012 (5) 500 7.75% senior notes due October2012 200 200 5.63% senior notes due December2013 250 250 7.13 % senior notes due June2014 (3) 250 5.25% senior notes due June2015 150 150 6.25% senior notes due September2015 175 175 5.88% senior notes due August2016 175 175 6.13% senior notes due January2017 400 400 6.50% senior notes due May2018 600 600 8.75% senior notes due May2019 350 5.75% senior notes due January2020 500 6.70% senior notes due May2036 250 250 6.65% senior notes due January2037 600 600 Unamortized premium/(discount), net (15 ) (6 ) Long-term debt under credit facilities and other (1) 7 40 Total long-term debt (1)(2) 4,142 3,259 Total debt $ 4,834 $ 4,286 (1) As of September30, 2009 and December31, 2008, we have classified $336 million and $746 million, respectively, of borrowings under our senior unsecured revolving credit facility as short-term. These borrowings are designated as working capital borrowings, must be repaid within one year and are primarily for hedged LPG and crude oil inventory and New York Mercantile Exchange (NYMEX) and Intercontinental Exchange (ICE) margin deposits. (2) Our fixed rate senior notes have a face value of approximately $4.4billion as of September30, 2009. We estimate the aggregate fair value of these notes as of September30, 2009 to be approximately $4.7 billion. Our fixed-rate senior notes are traded among institutions, which trades are routinely published by a reporting service. Our determination of fair value is based on reported trading activity near quarter end. (3) On September4, 2009, we gave irrevocable notice to redeem all of our outstanding $250 million 7.13% senior notes due 2014. After the 30-day notice period, the notes were redeemed on October5, 2009. Therefore, these notes (including the unamortized premium) are classified as short-term debt on our balance sheet. In conjuction with the early redemption, we will recognize a loss of approximately $4 million. (4) We repaid our $175 million 4.75% senior notes on August15, 2009. (5) These notes were issued in July 2009 and the proceeds are being used to supplement capital available from our hedged inventory facility. At September 30, 2009, approximately $437 millio

Net Income per Limited Partner

Net Income per Limited Partner Unit
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Net Income per Limited Partner Unit	Note 7Net Income per Limited Partner Unit Basic and diluted net income per unit is determined by dividing our limited partners interest in net income by the weighted average number of limited partner units outstanding during the period. Pursuant to guidance issued by the FASB on the application of the two-class method for MLPs, the limited partners interest in net income is calculated by first reducing net income by the distribution pertaining to the current periods net income, which is to be paid in the subsequent quarter (including the incentive distribution interest in excess of the 2% general partner interest). Then, the remaining undistributed earnings or excess distributions over earnings, if any, are allocated to the general partner and limited partners in accordance with the contractual terms of the partnership agreement. The adoption of this guidance resulted in a change to our calculation of earnings per unit by using distributions applicable to the period rather than distributions paid in the period (applicable to the previous period). Also, in accordance with this guidance, earnings per unit for prior periods were recast to conform to this revised calculation. The following table sets forth the computation of basic and diluted earnings per limited partner unit for the three and nine months ended September30, 2009 and 2008 (amounts in millions, except per unit data): Three Months Ended September30, Nine Months EndedSeptember30, 2009 2008 2009 2008 Numerator for basic and diluted earnings per limited partner unit: Net income $ 122 $ 206 $ 469 $ 339 Less: General partners incentive distribution paid (1) (32 ) (30 ) (92 ) (78 ) Subtotal 90 176 377 261 Less: General partner 2% ownership (1) (2 ) (3 ) (7 ) (5 ) Net income available to limited partners 88 173 370 256 Adjustment in accordance with application of the two-class method for MLPs (1) (3 ) 2 (8 ) (5 ) Net income available to limited partners in accordance with the application of the two-class method for MLPs $ 85 $ 175 $ 362 $ 251 Denominator: Basic weighted average number of limited partner units outstanding 130 123 128 120 Effect of dilutive securities: Weighted average LTIP units (2) 1 1 1 1 Diluted weighted average number of limited partner units outstanding 131 124 129 121 Basic net income per limited partner unit $ 0.65 $ 1.42 $ 2.84 $ 2.10 Diluted net income per limited partner unit $ 0.65 $ 1.41 $ 2.82 $ 2.08 (1) We allocate net income to our general partner based on the distribution paid during the current quarter (including the incentive distribution interest in excess of the 2% general partner interest). Guidance issued by the FASB requires that the distribution pertaining to the current periods net income, which is to b

Partners' Capital and Distribut

Partners' Capital and Distributions
	1/1/2009 - 9/30/2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Partners' Capital and Distributions	Note 8Partners Capital and Distributions Equity Offerings During the nine months ended September30, 2009 and 2008, we completed the following equity offerings of our common units (in millions, except per unit data): General Gross Proceeds Partner Net Period Units Issued Unit Price from Sale Contribution Costs (1) Proceeds 2009 September2009 5,290,000 $ 46.70 $ 247 $ 5 $ (6 ) $ 246 March2009 5,750,000 $ 36.90 212 4 (6 ) 210 11,040,000 $ 459 $ 9 $ (12 ) $ 456 2008 April2008 6,900,000 $ 46.31 $ 320 $ 6 $ (11 ) $ 315 (1) Costs include the gross spread paid to underwriters. PNGS Acquisition In September2009, we issued 1,907,305 common units valued at approximately $91 million in order to satisfy a portion of the PNGS Acquisition purchase price. In conjunction with the issuance, we received a contribution from our general partner of approximately $2million. See Note 4 for further discussion. LTIP Vesting In May2009, in connection with the settlement of vested LTIP awards, we issued 277,038 common units at a price of $41.23, for a fair value of approximately $12 million. Distributions The following table details the distributions pertaining to the first nine months of 2009 and 2008, net of reductions to the general partners incentive distributions (in millions, except per unit amounts): Distributions Paid Distributions Common General Partner per limited Date Declared Date Paid or To Be Paid UnitsHolders Incentive 2% Total partner unit 2009 October19, 2009 November13, 2009 (1) $ 125 $ 35 $ 3 $ 163 $ 0.9200 July15, 2009 August14, 2009 $ 117 $ 32 $ 2 $ 151 $ 0.9050 April8, 2009 May15, 2009 $ 117 $ 32 $ 2 $ 151 $ 0.9050 January14, 2009 February13, 2009 $ 110 $ 28 $ 2 $ 140 $ 0.8925 2008 October22, 2008 November14, 2008 $ 110 $ 28 $ 2 $ 140 $ 0.8925 July14, 2008 August14, 2008 $ 109 $ 30 $ 2 $ 141 $ 0.8875 April17, 2008 May15, 2008 $ 100 $ 25 $ 2 $ 127 $ 0.8650 January16, 2008 February14, 2008 $ 99 $ 23 $ 2 $ 124 $ 0.8500 (1) Payable to unitholders of record on November3, 2009, for the period July1, 2009 through September30, 2009. Upon closing of the Pacific acquisition in November 2006 and the Rainbow acquisition in May 2008, our general partner agreed to reduce the amounts due it as incentive distributions. Additionally, in order to enhance our distribution coverage ratio over the next 24 months in connection with the PNGS Acquisition, our gener

Equity Compensation Plans

Equity Compensation Plans
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Equity Compensation Plans	Note 9Equity Compensation Plans Long-Term Incentive Plans For discussion of our Long-Term Incentive Plan (LTIP) awards, see Note 10 to our Consolidated Financial Statements included in our 2008 Annual Report on Form10-K. At September30, 2009, the following LTIP awards were outstanding (units in millions): Vesting LTIP Units Distribution Estimated Unit Vesting Date Outstanding Amount 2009 2010 2011 2012 2013 0.6 (1) $3.20 0.6 1.5 (2) $3.50 - $4.50 0.1 0.8 0.5 0.1 1.7 (3) $3.50 - $4.25 0.8 0.3 0.4 0.2 3.8 (4)(5) 1.5 1.1 0.9 0.3 (1) Upon our February2007 annualized distribution of $3.20, these LTIP awards satisfied all distribution requirements and will vest upon completion of the respective service period. (2) These LTIP awards have performance conditions requiring the attainment of an annualized distribution of between $3.50 and $4.50 and vest upon the later of a certain date or the attainment of such levels. If the performance conditions are not attained while the grantee remains employed by us, or the grantee does not meet the employment requirements, these awards will be forfeited. For purposes of this disclosure, the awards are presented above assuming that the distribution levels are attained, that all grantees remain employed by us through the vesting date, and that the awards will vest on the earliest date possible regardless of our current assessment of probability. (3) These LTIP awards have performance conditions requiring the attainment of an annualized distribution of between $3.50 and $4.25. For a majority of these LTIP awards, fifty percent will vest at specified dates regardless of whether the performance conditions are attained. For purposes of this disclosure, the awards are presented above assuming the distribution levels are attained and that the awards will vest on the earliest date possible regardless of our current assessment of probability. (4) Approximately 2million of our approximately 3.8million outstanding LTIP awards also include Distribution Equivalent Rights (DERs), of which 1 million are currently earned. (5) LTIP units outstanding do not include ClassB units of Plains AAP,L.P. described below. Our LTIP activity is summarized in the following table (in millions, except weighted average grant date fair values per unit): Weighted Average Grant Date Units Fair Value per Unit Outstanding, December31, 2008 3.9 $ 36.44 Granted 0.5 $ 31.18 Vested (0.6 ) $ 34.70 Cancelled or forfeited (0.1 ) $ 38.55 Acquired (1) 0.1 $ 26.24 Outstanding, September30, 2009 3.8 $ 36.29 (1) As a result of the PNGS Acquisition, LTIP awards that were granted to PNGS employees in prior years are now included in our consolidated outstanding LTIP awards. Our accrued liability at September30, 2009 related to all outstanding LTIP awards and DERs is approximately $70million, which includes an accrual associate

Derivatives and Risk Management

Derivatives and Risk Management Activities
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Derivatives and Risk Management Activities	Note 10Derivatives and Risk Management Activities We identify the risks that underlie our core business activities and utilize risk management strategies to mitigate those risks when we determine that there is value in doing so. We use various derivative instruments to (i)manage our exposure to commodity price risk as well as to optimize our profits, (ii)manage our exposure to interest rate risk and (iii)manage our exposure to currency exchange-rate risk. Our policy is to use derivative instruments only for risk management purposes. Our commodity risk management policies and procedures are designed to monitor NYMEX, ICE and over-the-counter positions, as well as physical volumes, grades, locations, delivery schedules and storage capacity to help ensure that our hedging activities address our risks. Our interest rate and foreign currency risk management policies and procedures are designed to monitor our positions and ensure that those positions are consistent with our objectives and approved strategies. Our policy is to formally document all relationships between hedging instruments and hedged items, as well as our risk management objectives and strategies for undertaking the hedge. This process includes specific identification of the hedging instrument and the hedged transaction, the nature of the risk being hedged and how the hedging instruments effectiveness will be assessed. Both at the inception of the hedge and on an ongoing basis, we assess whether the derivatives used in a transaction are highly effective in offsetting changes in cash flows or the fair value of hedged items. A discussion of our derivative activities by risk category follows. Commodity Price Risk Hedging Our core business activities contain certain commodity price-related risks that we manage in various ways, including the use of derivative instruments. Our policy is generally (i)to purchase only product for which we have a market, (ii)to structure our sales contracts so that price fluctuations do not materially affect the segment profit we earn, and (iii)not to acquire and hold physical inventory, futures contracts or other derivative products for the purpose of speculating on outright commodity price changes. Although we seek to maintain a position that is substantially balanced within our marketing activities, we purchase crude oil, refined products and LPG from thousands of locations and may experience net unbalanced positions as a result of production, transportation and delivery variances, as well as logistical issues associated with inclement weather conditions and other uncontrollable events that occur within each month. In connection with our efforts to maintain a balanced position, our personnel are authorized to purchase or sell an aggregate limit of up to 810,000 barrels of crude oil, refined products and LPG relative to the volumes originally scheduled for such month, based on interim information. The purpose of these purchases and sales is to manage risk as opposed to establishing a risk position. When unscheduled physical inventory builds or draws do occur, they are monitored constantly and managed to a balanced position over a reasonabl

Income Taxes

Income Taxes
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes	Note 11Income Taxes U.S. Federal and State Taxes As an MLP, we are not subject to U.S. federal income taxes; rather, the tax effect of our operations is passed through to our unitholders. Although we are subject to state income taxes in some states, the impact is immaterial. Canadian Federal and Provincial Taxes Certain of our Canadian subsidiaries are corporations for Canadian tax purposes, thus their operations are subject to Canadian federal and provincial income taxes. The remainder of our Canadian operations is conducted through an operating limited partnership, which has historically been treated as a flow-through entity for tax purposes. This entity is subject to Canadian legislation passed in June2007 that imposes entity-level taxes on certain types of flow-through entities. This legislation includes safe harbor guidelines that grandfather certain existing entities (which, we believe, would include us) and delay the effective date of such legislation until 2011 provided that such entities do not exceed the normal growth guidelines. Although we continuously review acquisition opportunities that, if consummated, could cause us to exceed the normal growth guidelines, we believe that we are currently within the normal growth guidelines. Additionally, in December 2008, the Fifth Protocol to the U.S./Canada Tax Treaty was ratified and contained language that increases the withholding tax on dividends and intercompany interest effective in 2010. As a result of these collective changes, we are evaluating a number of alternatives to restructure our Canadian subsidiaries to optimize both entity and equity owner level taxes. We anticipate effecting any structural changes in 2010 or early 2011.

Commitments and Contingencies

Commitments and Contingencies
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Commitments and Contingencies	Note 12Commitments and Contingencies Litigation Pipeline Releases. In January2005 and December2004, we experienced two unrelated releases of crude oil that reached rivers located near the sites where the releases originated. In early January2005, an overflow from a temporary storage tank located in East Texas resulted in the release of approximately 1,200 barrels of crude oil, a portion of which reached the Sabine River. In late December2004, one of our pipelines in West Texas experienced a rupture that resulted in the release of approximately 4,500 barrels of crude oil, a portion of which reached a remote location of the Pecos River. In both cases, emergency response personnel under the supervision of a unified command structure consisting of representatives of Plains, the Environmental Protection Agency (the EPA), the Texas Commission on Environmental Quality and the Texas Railroad Commission conducted clean-up operations at each site. Approximately 980 and 4,200 barrels were recovered from the two respective sites. The unrecovered oil was removed or otherwise addressed by us in the course of site remediation. Aggregate costs associated with the releases, including estimated remediation costs, are estimated to be approximately $5 million to $6 million. In cooperation with the appropriate state and federal environmental authorities, we have completed our work with respect to site restoration, subject to some ongoing remediation at the Pecos River site. EPA has referred these two crude oil releases, as well as several other smaller releases, to the U.S. Department of Justice (the DOJ) for further investigation in connection with a civil penalty enforcement action under the Federal Clean Water Act. We have cooperated in the investigation and are currently involved in settlement discussions with DOJ and EPA. Our assessment is that it is probable we will pay penalties related to the releases. We may also be subjected to injunctive remedies that would impose additional requirements, costs and constraints on our operations. We have accrued our current estimate of the likely penalties as a loss contingency, which is included in the estimated aggregate costs set forth above. We understand that the maximum permissible penalty, if any, that EPA could assess with respect to the subject releases under relevant statutes would be approximately $6.8 million. Such statutes contemplate the potential for substantial reduction in penalties based on mitigating circumstances and factors. We believe that several of such circumstances and factors exist, and thus have been a primary focus in our discussions with the DOJ and EPA with respect to these matters. SemCrude L.P., et al Debtors (U.S. Bankruptcy Court Delaware). We will from time to time have claims relating to insolvent suppliers, customers or counterparties, such as the bankruptcy proceedings of SemCrude. As a result of our statutory protections and contractual rights of setoff, substantially all of our pre-petition claims against SemCrude should be satisfied. Certain creditors of SemCrude and its affiliates have challenged our contractual and statutory rights to setoff certain of our p

Operating Segments

Operating Segments
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Operating Segments	Note 13Operating Segments We manage our operations through three operating segments: (i)Transportation, (ii)Facilities and (iii)Marketing. The following table reflects certain financial data for each segment for the periods indicated (in millions): Transportation Facilities Marketing Total Three Months Ended September30, 2009 Revenues: External Customers $ 147 $ 65 $ 4,645 $ 4,857 Intersegment (1) 103 32 135 Total revenues of reportable segments $ 250 $ 97 $ 4,645 $ 4,992 Equity earnings in unconsolidated entities $ 2 $ 3 $ $ 5 Segment profit(2)(3)(4) $ 129 $ 57 $ 44 $ 230 Maintenance capital $ 9 $ 2 $ 1 $ 12 Three Months Ended September30, 2008 Revenues: External Customers $ 147 $ 39 $ 8,676 $ 8,862 Intersegment (1) 95 30 125 Total revenues of reportable segments $ 242 $ 69 $ 8,676 $ 8,987 Equity earnings in unconsolidated entities $ 1 $ 3 $ $ 4 Segment profit(2)(3)(4) $ 119 $ 39 $ 138 $ 296 Maintenance capital $ 13 $ 5 $ 1 $ 19 Nine Months Ended September30, 2009 Revenues: External Customers $ 401 $ 165 $ 11,876 $ 12,442 Intersegment (1) 313 94 1 408 Total revenues of reportable segments $ 714 $ 259 $ 11,877 $ 12,850 Equity earnings in unconsolidated entities $ 5 $ 8 $ $ 13 Segment profit(2)(3)(4) $ 355 $ 155 $ 282 $ 792 Maintenance capital $ 40 $ 11 $ 5 $ 56 Nine Months Ended September30, 2008 Revenues: External Customers $ 416 $ 109 $ 24,593 $ 25,118 Intersegment (1) 264 85 1 350 Total revenues of reportable segments $ 680 $ 194 $ 24,594 $ 25,468 Equity earnings in unconsolidated entities $ 4 $ 7 $ $ 11 Segment profit(2)(3)(4) $ 315 $ 107 $ 190 $ 612 Maintenance capital $ 38 $ 15 $ 3 $ 56 (1)Intersegment sales are conducted at posted tariff rates, rates similar to those charged to third parties or rates that we believe approximate market rates. For further discussion, see Analysis of Operating Segments under Item 7 of our 2008 Annual Report on Form10-K. (2) Gains/losses from derivative activities are included in marketing revenues and impact segment profit. (3) Marketing segment profit includes interest expense on contango inventory purchases of $4 million and $6 million for the three months ended September30, 2009 and 2008, respectively, and $8 million and $15 million for the nine months ended September30, 2

Supplemental Condensed Consolid

Supplemental Condensed Consolidating Financial Information
	9 Months Ended Sep. 30, 2009 USD / shares
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Supplemental Condensed Consolidating Financial Information	Note 14 Supplemental Condensed Consolidating Financial Information For purposes of this Note 14, Plains is referred to as Parent. See Note 13 to our Consolidated Financial Statements included in PartIV of our 2008 Annual Report on Form10-K for a list of subsidiaries classified as Guarantor Subsidiaries and subsidiaries classified as Non-Guarantor Subsidiaries. As a result of the PNGS Acquisition, all PNGS subsidiaries are classified as Non-Guarantor Subsidiaries. There have been no other material changes in the entities that constitute our guarantor and non-guarantor subsidiaries since December31, 2008. The following supplemental condensed consolidating financial information reflects the Parents separate accounts, the combined accounts of the Guarantor Subsidiaries, the combined accounts of the Non-Guarantor Subsidiaries, the combined consolidating adjustments and eliminations and the Parents consolidated accounts for the dates and periods indicated. For purposes of the following condensed consolidating information, the Parents investments in its subsidiaries and the Guarantor Subsidiaries investments in their subsidiaries are accounted for under the equity method of accounting (all amounts in millions): Condensed Consolidating Balance Sheet As of September30, 2009 Combined Combined Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated ASSETS Total current assets $ 3,601 $ 3,196 $ 189 $ (3,962 ) $ 3,024 Property, plant and equipment, net 4,486 1,711 6,197 Investment in unconsolidated entities 5,133 1,673 (6,738 ) 68 Other assets 30 2,208 391 (425 ) 2,204 Total assets $ 8,764 $ 11,563 $ 2,291 $ (11,125 ) $ 11,493 LIABILITIES AND PARTNERS CAPITAL Total current liabilities $ 401 $ 6,160 $ 260 $ (3,962 ) $ 2,859 Long-term debt 4,136 6 425 (425 ) 4,142 Other long-term liabilities 263 2 265 Total liabilities 4,537 6,429 687 (4,387 ) 7,266 Partners capital excluding noncontrolling interest 4,163 5,070 1,604 (6,674 ) 4,163 Noncontrolling interest 64 64 (64 ) 64 Total partners capital 4,227 5,134 1,604 (6,738 ) 4,227 Total liabilities and partners capital $ 8,764 $ 11,563 $ 2,291 $ (11,125 ) $ 11,493 As of December31, 2008 Combined Combined Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated ASSETS Total current assets $ 2,698 $ 2,789 $ 110 $ (3,001 ) $ 2,596 Property, plant and equipment, net 4,410 649 5,059 Investment in unconsolidated entities 4,388 895 (5,026 ) 257 Other assets 27 1,777

DOCUMENT AND ENTITY INFORMATION

DOCUMENT AND ENTITY INFORMATION (USD $)
In Billions, except Share data	9 Months Ended Sep. 30, 2009	Nov. 05, 2009	Jun. 30, 2008
Document and Entity Information
Entity Registrant Name	PLAINS ALL AMERICAN PIPELINE LP
Entity Central Index Key	0001070423
Document Type	10-Q
Document Period End Date	2009-09-30
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			4.9
Entity Common Stock, Shares Outstanding		136,135,988