Plains All American Pipeline (PAA) 10-Q 7 May 10 2010 Q1 Quarterly report Financial data

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)
In Millions	3 Months Ended Mar. 31, 2010	12 Months Ended Dec. 31, 2009
CURRENT ASSETS
Cash and cash equivalents	$16	$25
Trade accounts receivable and other receivables, net	2,049	2,253
Inventory	1,244	1,157
Other current assets	32	223
Total current assets	3,341	3,658
PROPERTY AND EQUIPMENT	7,378	7,240
Accumulated depreciation	(966)	(900)
Property and equipment, net	6,412	6,340
OTHER ASSETS
Linefill and base gas	521	501
Long-term inventory	123	121
Goodwill	1,297	1,287
Other, net	408	451
Total assets	12,102	12,358
CURRENT LIABILITIES
Accounts payable and accrued liabilities	2,401	2,295
Short-term debt	951	1,074
Other current liabilities	144	413
Total current liabilities	3,496	3,782
LONG-TERM LIABILITIES
Long-term debt under credit facilities and other	8	6
Senior notes, net of unamortized discount of $14 for both periods presented	4,136	4,136
Other long-term liabilities and deferred credits	253	275
Total long-term liabilities	4,397	4,417
COMMITMENTS AND CONTINGENCIES (NOTE 11)
PARTNERS' CAPITAL
Common unitholders (136,135,988 units outstanding for both periods presented)	4,051	4,002
General partner	95	94
Total partners' capital excluding noncontrolling interest	4,146	4,096
Noncontrolling interest	63	63
Total partners' capital	4,209	4,159
Total liabilities and partners' capital	$12,102	$12,358

1_CONDENSED CONSOLIDATED BALANC

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Millions, except Share data	Mar. 31, 2010	Dec. 31, 2009
CONDENSED CONSOLIDATED BALANCE SHEETS
Senior notes, unamortized net discount	$14	$14
Common unitholders, units outstanding (in units)	136,135,988	136,135,988

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
In Millions, except Per Share data	3 Months Ended Mar. 31, 2010	3 Months Ended Mar. 31, 2009
REVENUES
Supply & Logistics segment revenues	$5,912	$3,132
Transportation segment revenues	138	123
Facilities segment revenues	75	47
Total revenues	6,125	3,302
COSTS AND EXPENSES
Purchases and related costs	5,623	2,790
Field operating costs	162	152
General and administrative expenses	62	46
Depreciation and amortization	67	58
Total costs and expenses	5,914	3,046
OPERATING INCOME	211	256
OTHER INCOME/(EXPENSE)
Equity earnings in unconsolidated entities	1	3
Interest expense (net of capitalized interest of $6 and $3, respectively)	(58)	(51)
Other income/(expense), net	(3)	4
INCOME BEFORE TAX	151	212
Current income tax expense	(1)	(2)
Deferred income tax benefit	1	1
NET INCOME	151	211
NET INCOME:
LIMITED PARTNERS	112	180
GENERAL PARTNER	$39	$31
BASIC NET INCOME PER LIMITED PARTNER UNIT (in dollars per unit)	0.8	1.42
DILUTED NET INCOME PER LIMITED PARTNER UNIT (in dollars per unit)	0.8	1.41
BASIC WEIGHTED AVERAGE UNITS OUTSTANDING (in units)	136	124
DILUTED WEIGHTED AVERAGE UNITS OUTSTANDING (in units)	137	125

2_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $)
In Millions	3 Months Ended Mar. 31, 2010	3 Months Ended Mar. 31, 2009
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Interest expense, capitalized	$6	$3

3_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Millions	3 Months Ended Mar. 31, 2010	3 Months Ended Mar. 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$151	$211
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	67	58
Equity compensation charge	19	11
Deferred gains on settled hedges, net		9
Other	(3)	(4)
Changes in assets and liabilities, net of acquisitions:
Trade accounts receivable and other	341	420
Inventory	(89)	121
Accounts payable and other current liabilities	(95)	(348)
Net cash provided by operating activities	391	478
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, equipment and other	(104)	(116)
Cash received for sale of noncontrolling interest in a subsidiary		26
Other investing activities	(4)	2
Net cash used in investing activities	(108)	(88)
CASH FLOWS FROM FINANCING ACTIVITIES
Net repayments on revolving credit facilities	(227)	(544)
Net borrowings on short-term letter of credit and hedged inventory facility	100	78
Net proceeds from the issuance of common units		210
Distributions paid to common unitholders (Note 7)	(126)	(110)
Distributions paid to general partner (Note 7)	(40)	(30)
Other financing activities	1
Net cash used in financing activities	(292)	(396)
Effect of translation adjustment on cash		2
Net decrease in cash and cash equivalents	(9)	(4)
Cash and cash equivalents, beginning of period	25	11
Cash and cash equivalents, end of period	16	7
Cash paid for interest, net of amounts capitalized	60	48
Cash paid/(refunded) for income taxes, net	$6	$4

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, 2009	$4,002	$94	$4,096	$63	$4,159
Balance (in units) at Dec. 31, 2009	136
Increase (Decrease) in Partners' Capital
Net income	112	39	151		151
Distributions (Note 7)	(126)	(40)	(166)		(166)
Class B Units of Plains AAP, L.P. (Note 8)		1	1		1
Equity compensation expense under LTIP (Note 8)	1		1		1
Other comprehensive income	62	1	63		63
Balance at Mar. 31, 2010	$4,051	$95	$4,146	$63	$4,209
Balance (in units) at Mar. 31, 2010	136

5_CONDENSED CONSOLIDATED STATEM

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)
In Millions	3 Months Ended Mar. 31, 2010	3 Months Ended Mar. 31, 2009
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$151	$211
Other comprehensive income/(loss)	63	(120)
Comprehensive income	$214	$91

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, 2009	$18	$106	($1)	$123
Increase (Decrease) in Accumulated Other Comprehensive Income
Reclassification adjustments	14			14
Net deferred loss on cash flow hedges	(5)			(5)
Currency translation adjustment		54		54
Total period activity	9	54		63
Balance at Mar. 31, 2010	$27	$160	($1)	$186

Organization and Basis of Prese

Organization and Basis of Presentation
	3 Months Ended Mar. 31, 2010
Organization and Basis of Presentation
Organization and Basis of Presentation	Note 1Organization and Basis of Presentation Organization We engage in the transportation, storage, terminalling and marketing of crude oil, refined products and LPG. We also engage in the development and operation of natural gas storage facilities. We manage our operations through three operating segments: (i)Transportation, (ii)Facilities and (iii)Supply and Logistics. See Note 12 for further detail of our operating segments. 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. The following additional defined terms are used in this Form10-Q and shall have the meanings indicated below: AOCI = Accumulated other comprehensive income API 653 = American Petroleum Institute Standard 653 Bcf = Billion cubic feet CAA = Clean Air Act CAD = Canadian Dollar ClassB units = ClassB units of Plains AAP, L.P. DCP = Disclosure controls and procedures DERs = Distribution Equivalent Rights DOJ = United States Department of Justice EPA = United States Environmental Protection Agency FERC = Federal Energy Regulation Commission FASB = Financial Accounting Standards Board ICE = IntercontinentalExchange IPO = Initial Public Offering LPG = Liquefied petroleum gas and other natural gas-related petroleum products LTIP = Long term incentive plan Mcf = Thousand cubic feet MLP = Master limited partnership NJDEP = New Jersey Department of Environmental Protection NYMEX = New York Mercantile Exchange NPNS = Normal purchase and normal sale PNG = PAA Natural Gas Storage, L.P. PNGS = PAA Natural Gas Storage, LLC PAT = Pacific Atlantic Terminals, LLC PPS = Pacific Pipeline System Rainbow = Rainbow Pipe Line Company Ltd. RMPS = Rocky Mountain Pipeline System SEC = Securities and Exchange Commission U.S. GAAP = United States generally accepted accounting principles USD = United States Dollar WTI = West Texas Intermediate Basis of Consolidation and Presentation The accompanying condensed consolidated interim financial statements should be read in conjunction with our consolidated financial statements and notes thereto presented in our 2009 Annual Report on Form10-K. The financial statements have been prepared in accordance with the instructions for interim reporting as prescribed by the 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 in consolidation, and certain reclassifications have been made to information from previous years to conform to the current presentation. These reclassifications do not affect net income. The condensed balance sheet data as of December31, 2009 was deriv

Recent Accounting Pronouncement

Recent Accounting Pronouncements
	3 Months Ended Mar. 31, 2010
Recent Accounting Pronouncements
Recent Accounting Pronouncements	Note 2Recent Accounting Pronouncements Fair Value Measurement Disclosure Requirements. In January2010, the FASB issued guidance to improve disclosures relating to fair value measurements. This new guidance requires additional disclosures regarding transfers in and out of Level 1 and Level 2 measurements and requires a gross presentation of activities within the Level 3 roll forward. This guidance is effective for the first interim or annual reporting period beginning after December15, 2009, except for the gross presentation of the Level 3 roll forward, which is required for annual reporting periods beginning after December15, 2010 and for interim reporting periods within those years. We adopted the guidance, which is effective for the first interim or annual reporting period beginning after December15, 2009, on January1, 2010. Our adoption did not have any material impact on our financial position, results of operations, or cash flows. See Note 9 for applicable disclosure. We will adopt the guidance that will be effective for annual reporting periods beginning after December15, 2010 on January1, 2011. We do not expect that adoption of this guidance will have any material impact on our financial position, results of operations, or cash flows.

Trade Accounts Receivable

Trade Accounts Receivable
	3 Months Ended Mar. 31, 2010
Trade Accounts Receivable
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. We do not apply actual balances against the reserve until we have exhausted substantially all collection efforts. At March31, 2010 and December31, 2009, substantially all of our accounts receivable (net of allowance for doubtful accounts) were less than 60 days past their scheduled invoice date. Our allowance for doubtful accounts receivable totaled $9 million at both March31, 2010 and December31, 2009. Although we consider our allowance for doubtful accounts receivable to be adequate, actual amounts could vary significantly from estimated amounts. At March31, 2010 and December31, 2009, we had received approximately $133 million and $212 million, respectively, of advance cash payments from third parties to mitigate credit risk. In addition, we enter into netting arrangements with our counterparties, which cover a significant part of our transactions and also serve to mitigate credit risk.

Inventory, Linefill, Base Gas a

Inventory, Linefill, Base Gas and Long-term Inventory
	3 Months Ended Mar. 31, 2010
Inventory, Linefill, Base Gas and Long-term Inventory
Inventory, Linefill, Base Gas and Long-term Inventory	Note 4Inventory, Linefill, Base Gas and Long-term Inventory Inventory, linefill, base gas and long-term inventory consisted of the following (barrels in thousands, natural gas volumes in millions and total value in millions): March31, 2010 December31, 2009 Unit of Total Price/ Unit of Total Price/ Volumes Measure Value Unit (1) Volumes Measure Value Unit (1) Inventory Crude oil 14,833 barrels $ 1,156 $ 77.93 12,232 barrels $ 886 $ 72.43 LPG 1,683 barrels 78 $ 46.35 6,051 barrels 247 $ 40.82 Refined products 127 barrels 9 $ 70.87 283 barrels 21 $ 74.20 Natural gas (2) 115 mcf $ 2.97 181 mcf 1 $ 3.30 Parts and supplies N/A 1 N/A N/A 2 N/A Inventory subtotal 1,244 1,157 Linefill and base gas Crude oil 9,459 barrels 482 $ 50.96 9,404 barrels 471 $ 50.09 Natural gas (2) 10,994 mcf 37 $ 3.37 9,194 mcf 28 $ 3.04 LPG 56 barrels 2 $ 35.71 52 barrels 2 $ 38.46 Linefill and base gas subtotal 521 501 Long-term inventory Crude oil 1,460 barrels 101 $ 69.18 1,497 barrels 103 $ 68.80 LPG 458 barrels 22 $ 48.03 458 barrels 18 $ 39.30 Long-term inventory subtotal 123 121 Total $ 1,888 $ 1,779 (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) The volumetric ratio of mcf of natural gas to barrels of crude oil is 6:1; thus, natural gas volumes can be converted to barrels by dividing by 6.

Debt

Debt
	3 Months Ended Mar. 31, 2010
Debt
Debt	Note 5Debt Debt consists of the following (in millions): March31, December31, 2010 2009 Short-term debt: Senior secured hedged inventory facility bearing interest at a rate of 2.5% and 2.5% as of March31,2010andDecember31,2009,respectively $ 400 $ 300 Senior unsecured revolving credit facility, bearing interest at a rate of 0.7% and 0.8% as of March31,2010andDecember31,2009,respectively(1) 549 772 Other 2 2 Total short-term debt 951 1,074 Long-term debt: 4.25% senior notes due September2012 (2) 500 500 7.75% senior notes due October2012 200 200 5.63% senior notes due December2013 250 250 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 350 350 5.75% senior notes due January2020 500 500 6.70% senior notes due May2036 250 250 6.65% senior notes due January2037 600 600 Unamortized premium/(discount), net (14 ) (14 ) Long-term debt under credit facilities and other 8 6 Total long-term debt (1)(3) 4,144 4,142 Total debt $ 5,095 $ 5,216 (1) We classify 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 NYMEX and ICE margin deposits. (2) These notes were issued in July2009 and the proceeds are being used to supplement capital available from our hedged inventory facility. At March31, 2010, approximately $209 million had been used to fund hedged inventory and would be classified as short-term debt if funded on our credit facilities. (3) Our fixed rate senior notes have a face value of approximately $4.2billion as of March31, 2010. We estimate the aggregate fair value of these notes as of March31, 2010 to be approximately $4.5 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. Letters of Credit In connection with our crude oil supply and logistics activities, we provide certain suppliers with irrevocable standby letters of credit to secure our obligation for the purchase of crude oil. At March31, 2010 and December31, 2009, we had outstanding letters of credit of approximately $107 million and $76 million, respectively.

Net Income Per Limited Partner

Net Income Per Limited Partner Unit
	3 Months Ended Mar. 31, 2010
Net Income Per Limited Partner Unit
Net Income Per Limited Partner Unit	Note 6Net Income Per Limited Partner Unit The following table sets forth the computation of basic and diluted earnings per limited partner unit for the three months ended March31, 2010 and 2009 (amounts in millions, except per unit data): Three Months Ended March 31, 2010 2009 Numerator for basic and diluted earnings per limited partner unit: Net income $ 151 $ 211 Less: General partners incentive distribution paid (1) (37 ) (28 ) Subtotal 114 183 Less: General partner 2% ownership (1) (2 ) (3 ) Net income available to limited partners 112 180 Adjustment in accordance with application of the two-class method for MLPs (1) (3 ) (4 ) Net income available to limited partners in accordance with the application of the two-class method for MLPs $ 109 $ 176 Denominator: Basic weighted average number of limited partner units outstanding 136 124 Effect of dilutive securities: Weighted average LTIP units (2) 1 1 Diluted weighted average number of limited partner units outstanding 137 125 Basic net income per limited partner unit $ 0.80 $ 1.42 Diluted net income per limited partner unit $ 0.80 $ 1.41 (1) We calculate net income available to limited partners based on the distribution paid during the current quarter (including the incentive distribution interest in excess of the 2% general partner interest). However, FASB guidance requires that the distribution pertaining to the current periods net income, which is to be paid in the subsequent quarter, be utilized in the earnings per unit calculation. After adjusting for this distribution, 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 for earnings per unit calculation purposes. We reflect the impact of the difference in (i)the distribution utilized and (ii)the calculation of the excess 2% general partner interest as the Adjustment in accordance with application of the two-class method for MLPs. (2) Our LTIP awards (described in Note 8) that contemplate the issuance of common units are considered dilutive unless (i)vesting occurs only upon the satisfaction of a performance condition and (ii)that performance condition has yet to be satisfied. LTIP awards that are deemed to be dilutive are reduced by a hypothetical unit repurchase based on the remaining unamortized fair value, as prescribed by the treasury stock method in guidance issued by the FASB.

Partners' Capital and Distribut

Partners' Capital and Distributions
	3 Months Ended Mar. 31, 2010
Partners' Capital and Distributions
Partners' Capital and Distributions	Note 7Partners Capital and Distributions Equity Offerings We did not complete any equity offerings during the three months ended March31, 2010; however, we completed the following equity offering of our common units during the three months ended March31, 2009 (in millions, except unit and per unit data): General Gross Proceeds Partner Net Period UnitsIssued UnitPrice fromSale Contribution Costs Proceeds March2009 (1) 5,750,000 $ 36.90 $ 212 $ 4 $ (6 ) $ 210 (1) This offering of common units was an underwritten transaction that required us to pay a gross spread. The net proceeds from this offering were used to reduce outstanding borrowings under our credit facilities and for general partnership purposes. Distributions The following table details the distributions pertaining to the first three months of 2010 and 2009, net of reductions to the general partners incentive distributions (in millions, except per unit amounts): DistributionsPaid Distributions Common GeneralPartner perlimited Date Declared Date Paid or To Be Paid Units Incentive 2% Total partner unit 2010 April13, 2010 May14, 2010 (1) $ 127 $ 39 $ 3 $ 169 $ 0.9350 January20, 2010 February12, 2010 $ 126 $ 37 $ 3 $ 166 $ 0.9275 2009 April8, 2009 May15, 2009 $ 117 $ 32 $ 2 $ 151 $ 0.9050 January14, 2009 February13, 2009 $ 110 $ 28 $ 2 $ 140 $ 0.8925 (1) Payable to unitholders of record on May4, 2010, for the period January1, 2010 through March31, 2010. Upon closing of the Pacific acquisition in November2006, the Rainbow acquisition in May2008 and the PNGS acquisition in September2009, our general partner agreed to reduce the amounts due it as incentive distributions. The total reduction in incentive distributions related to these acquisitions is $83 million. Following the distribution in May2010, the aggregate incentive distribution reductions remaining will be approximately $14 million. See Note 2 to our Consolidated Financial Statements included in PartIV of our 2009 Annual Report on Form10-K for further detail regarding our General Partner Incentive Distributions.

Equity Compensation Plans

Equity Compensation Plans
	3 Months Ended Mar. 31, 2010
Equity Compensation Plans
Equity Compensation Plans	Note 8Equity Compensation Plans LTIPs For discussion of our LTIP awards, see Note 10 to our Consolidated Financial Statements included in Part IV of our 2009 Annual Report on Form10-K. At March31, 2010, the following LTIP awards were outstanding (units in millions): Vesting LTIP Units Distribution Outstanding Amount 2010 2011 2012 2013 2014 2015 0.6 (1) $3.20 0.6 3.0 (2) $3.50 - $4.50 0.5 0.9 0.6 0.5 0.5 1.7 (3) $3.50 - $4.25 0.5 0.3 0.7 0.2 5.3 (4)(5) 1.1 0.8 1.6 0.8 0.5 0.5 (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 continue to be employed for the requisite service period, these awards will be forfeited. For purposes of this disclosure, vesting dates are based on an estimate of future distribution levels and assume that all grantees remain employed by us through the vesting date. (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, vesting dates are based on an estimate of future distribution levels and assume that all grantees remain employed by us through the vesting date. (4) Approximately 3million of our approximately 5.3million outstanding LTIP awards also include DERs, of which approximately 1million are currently earned. (5) LTIP units outstanding do not include ClassB units described below. Our LTIP activity is summarized in the following table (in millions, except weighted average grant date fair values per unit): WeightedAverage GrantDate Units FairValueperUnit Outstanding, December31, 2009 3.9 $ 36.40 Granted (1) 1.5 $ 42.53 Vested $ Cancelled or forfeited (0.1 ) $ 31.54 Outstanding, March31, 2010 5.3 $ 38.18 (1) Includes approximately 1 million equity classified awards. Our accrued liability at March31, 2010 related to all outstanding liability classified LTIP awards and DERs is approximately $104million, which includes an accrual associated with our assessment that an annualized distribution of $3.90 is probable of occurring. We have not deemed a distribution of more than $3.90 to be probable. At December31, 2009, the accrued liability was approximately $87million. ClassB Units For further discussion of the ClassB units, see Note 10 to our Consolidated Financial Statements included in Part IV of our 2009 Annual Report on Form10-K. The following table contains a sum

Derivatives and Risk Management

Derivatives and Risk Management Activities
	3 Months Ended Mar. 31, 2010
Derivatives and Risk Management Activities
Derivatives and Risk Management Activities	Note 9Derivatives and Risk Management Activities We identify the risks that underlie our core business activities and use 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 (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 supply and logistics 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, specifically authorized personnel can 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
	3 Months Ended Mar. 31, 2010
Income Taxes
Income Taxes	Note 10Income 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. Some of our U.S. corporate subsidiaries in which we have equity investments pay U.S. federal and state income taxes. Deferred income tax assets and liabilities for operations conducted through these subsidiaries are recognized for temporary differences between assets and liabilities for financial reporting and tax purposes. Although we are subject to state income taxes in some states and our subsidiaries are subject to federal and state income taxes, the impact to the three months ended March31, 2010 and 2009 was 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 delays the effective date of such legislation until 2011. Effective January1, 2011, all income earned in our Canadian entities will be subject to Canadian federal and provincial income taxes at the Canadian corporate tax rates. Additionally, in December2008, 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 in the process of reviewing our Canadian structure.

Commitments and Contingencies

Commitments and Contingencies
	3 Months Ended Mar. 31, 2010
Commitments and Contingencies
Commitments and Contingencies	Note 11Commitments 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 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 $5million to $6million. 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 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 $6.8million. 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, which commenced in July2008. Statutory protections and our contractual rights of setoff covered substantially all of our pre-petition claims against SemCrude. However, certain creditors of SemCrude and its affiliates have challenged our contractual and statutory rights to setoff certain of our payables to the debtor against our receivables from the debtor. One of

Operating Segments

Operating Segments
	3 Months Ended Mar. 31, 2010
Operating Segments
Operating Segments	Note 12Operating Segments We manage our operations through three operating segments: (i)Transportation, (ii)Facilities and (iii)Supply and Logistics. The following table reflects certain financial data for each segment for the periods indicated (in millions): Transportation Facilities SupplyLogistics Total Three Months Ended March31, 2010 Revenues: External Customers $ 138 $ 75 $ 5,912 $ 6,125 Intersegment (1) 112 39 151 Total revenues of reportable segments $ 250 $ 114 $ 5,912 $ 6,276 Equity earnings of unconsolidated entities $ 1 $ $ $ 1 Segment profit (2)(3)(4) $ 127 $ 59 $ 93 $ 279 Maintenance capital $ 7 $ 3 $ 1 $ 11 Three Months Ended March31, 2009 Revenues: External Customers $ 123 $ 47 $ 3,132 $ 3,302 Intersegment (1) 102 30 1 133 Total revenues of reportable segments $ 225 $ 77 $ 3,133 $ 3,435 Equity earnings of unconsolidated entities $ 1 $ 2 $ $ 3 Segment profit (2)(3)(4) $ 112 $ 46 $ 159 $ 317 Maintenance capital $ 14 $ 6 $ 2 $ 22 (1) Segment revenues and purchases and related costs include intersegment amounts. 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 2009 Annual Report on Form10-K. (2) Gains/losses from derivative activities are included in supply and logistics revenues and to a lesser extent facilities revenues and impact segment profit. (3) Supply and logistics segment profit includes interest expense on contango inventory purchases of $3 million and $2 million for the three months ended March31, 2010 and 2009, respectively. (4) The following table reconciles segment profit to net income (in millions): For the Three Months Ended March31, 2010 2009 Segment profit $ 279 $ 317 Depreciation and amortization (67 ) (58 ) Interest expense (58 ) (51 ) Other income/(expense), net (3 ) 4 Income tax expense (1 ) Net income $ 151 $ 211

Supplemental Condensed Consolid

Supplemental Condensed Consolidating Financial Information
	3 Months Ended Mar. 31, 2010
Supplemental Condensed Consolidating Financial Information
Supplemental Condensed Consolidating Financial Information	Note 13 Supplemental Condensed Consolidating Financial Information For purposes of this Note 13, Plains is referred to as Parent. See Note 13 to our Consolidated Financial Statements included in PartIV of our 2009 Annual Report on Form10-K for further detail regarding subsidiaries classified as Guarantor Subsidiaries and subsidiaries classified as Non-Guarantor Subsidiaries. There have been no material changes in the entities that constitute our guarantor and non-guarantor subsidiaries since December31, 2009. 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 (in millions): Condensed Consolidating Balance Sheet As of March31, 2010 Combined Combined Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated ASSETS Total current assets $ 3,065 $ 3,523 $ 237 $ (3,484 ) $ 3,341 Property, plant and equipment, net 4,663 1,749 6,412 Other assets, net 5,602 4,007 367 (7,627 ) 2,349 Total assets $ 8,667 $ 12,193 $ 2,353 $ (11,111 ) $ 12,102 LIABILITIES AND PARTNERS CAPITAL Total current liabilities $ 320 $ 6,364 $ 296 $ (3,484 ) $ 3,496 Long-term debt 4,138 6 474 (474 ) 4,144 Other long-term liabilities 249 4 253 Total liabilities 4,458 6,619 774 (3,958 ) 7,893 Partners capital excluding noncontrolling interest 4,146 5,511 1,579 (7,090 ) 4,146 Noncontrolling interest 63 63 (63 ) 63 Total partners capital 4,209 5,574 1,579 (7,153 ) 4,209 Total liabilities and partners capital $ 8,667 $ 12,193 $ 2,353 $ (11,111 ) $ 12,102 As of December31, 2009 Combined Combined Guarantor Non-Guarantor Parent Subsidiaries Subsidiaries Eliminations Consolidated ASSETS Total current assets $ 3,428 $ 3,831 $ 209 $ (3,810 ) $ 3,658 Property, plant and equipment, net 4,606 1,734 6,340 Other assets, net 5,324 3,994 367 (7,325 ) 2,360 Total assets $ 8,752 $ 12,431 $ 2,310 $ (11,135 ) $ 12,358 LIABILITIES AND PARTNERS CAPITAL Total current liabilities $ 456 $ 6,849 $ 287 $ (3,810 ) $ 3,782 Long-term debt 4,137 15 450 (460 ) 4,142 Other long-term liabilities 271 4 275 Total liabilitie

Subsequent Events

Subsequent Events
	3 Months Ended Mar. 31, 2010
Subsequent Events
Subsequent Events	Note 14 Subsequent Events On May5, 2010, PNG completed its IPO of 13,478,000 common units representing limited partner interests at $21.50 per common unit. The number of units issued at closing included 1,758,000 common units issued pursuant to the full exercise of the underwriters over-allotment option. Net proceeds received by PNG from the sale of the 13,478,000 common units were approximately $269 million. The common units offered represent approximately 23% of the outstanding equity of PNG. We own the remaining 77% equity interests in PNG. In connection with the IPO, PNG entered into a new $400 million revolving credit facility, which will mature on May5, 2013. PNG borrowed approximately $200 million under the credit facility as of the closing of the IPO. PNG will use the net proceeds from the IPO, together with $200 million of borrowings under its new credit facility, to repay intercompany indebtedness owed to us. We expect to use all of these proceeds to repay amounts outstanding under our credit facilities and for general partnership purposes.

Document and Entity Information

Document and Entity Information
	3 Months Ended Mar. 31, 2010	May. 03, 2010
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	2010-03-31
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		136,135,988
Document Fiscal Year Focus	2,010
Document Fiscal Period Focus	Q1