Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
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 | 30-Sep-13 | ' |
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 | ' | 342,950,166 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
CURRENT ASSETS | ' | ' |
Cash and cash equivalents | $33 | $24 |
Trade accounts receivable and other receivables, net | 3,562 | 3,563 |
Inventory | 1,198 | 1,209 |
Other current assets | 352 | 351 |
Total current assets | 5,145 | 5,147 |
PROPERTY AND EQUIPMENT | 12,245 | 11,142 |
Accumulated depreciation | -1,638 | -1,499 |
Property and equipment, net | 10,607 | 9,643 |
OTHER ASSETS | ' | ' |
Goodwill | 2,519 | 2,535 |
Linefill and base gas | 770 | 707 |
Long-term inventory | 218 | 274 |
Investments in unconsolidated entities | 474 | 343 |
Other, net | 534 | 586 |
Total assets | 20,267 | 19,235 |
CURRENT LIABILITIES | ' | ' |
Accounts payable and accrued liabilities | 4,049 | 3,822 |
Short-term debt | 619 | 1,086 |
Other current liabilities | 343 | 275 |
Total current liabilities | 5,011 | 5,183 |
LONG-TERM LIABILITIES | ' | ' |
Senior notes, net of unamortized discount of $15 and $15, respectively | 6,710 | 6,010 |
Long-term debt under credit facilities and other | 308 | 310 |
Other long-term liabilities and deferred credits | 554 | 586 |
Total long-term liabilities | 7,572 | 6,906 |
COMMITMENTS AND CONTINGENCIES (NOTE 12) | ' | ' |
PARTNERS' CAPITAL | ' | ' |
Common unitholders (342,950,166 and 335,283,874 units outstanding, respectively) | 6,873 | 6,388 |
General partner | 277 | 249 |
Total partners' capital excluding noncontrolling interests | 7,150 | 6,637 |
Noncontrolling interests | 534 | 509 |
Total partners' capital | 7,684 | 7,146 |
Total liabilities and partners' capital | $20,267 | $19,235 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, except Share data, unless otherwise specified | ||
CONDENSED CONSOLIDATED BALANCE SHEETS | ' | ' |
Senior notes, unamortized discount (in dollars) | $15 | $15 |
Common unitholders, units outstanding (in units) | 342,950,166 | 335,283,874 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
REVENUES | ' | ' | ' | ' |
Supply and Logistics segment revenues | $10,386 | $9,048 | $30,542 | $27,367 |
Transportation segment revenues | 179 | 150 | 517 | 458 |
Facilities segment revenues | 138 | 156 | 558 | 533 |
Total revenues | 10,703 | 9,354 | 31,617 | 28,358 |
COSTS AND EXPENSES | ' | ' | ' | ' |
Purchases and related costs | 9,909 | 8,524 | 28,733 | 25,855 |
Field operating costs | 326 | 292 | 1,010 | 860 |
General and administrative expenses | 79 | 81 | 276 | 264 |
Depreciation and amortization | 93 | 210 | 265 | 356 |
Total costs and expenses | 10,407 | 9,107 | 30,284 | 27,335 |
OPERATING INCOME | 296 | 247 | 1,333 | 1,023 |
OTHER INCOME/(EXPENSE) | ' | ' | ' | ' |
Equity earnings in unconsolidated entities | 19 | 9 | 42 | 25 |
Interest expense (net of capitalized interest of $11, $9, $30 and $27, respectively) | -72 | -74 | -224 | -214 |
Other income, net | 3 | 4 | 2 | 6 |
INCOME BEFORE TAX | 246 | 186 | 1,153 | 840 |
Current income tax expense | -17 | -10 | -69 | -32 |
Deferred income tax benefit/(expense) | 8 | -3 | -10 | -11 |
NET INCOME | 237 | 173 | 1,074 | 797 |
Net income attributable to noncontrolling interests | -6 | -8 | -22 | -23 |
NET INCOME ATTRIBUTABLE TO PLAINS | 231 | 165 | 1,052 | 774 |
NET INCOME ATTRIBUTABLE TO PLAINS: | ' | ' | ' | ' |
LIMITED PARTNERS | 133 | 89 | 764 | 554 |
GENERAL PARTNER | $98 | $76 | $288 | $220 |
BASIC NET INCOME PER LIMITED PARTNER UNIT (in dollars per unit) | $0.38 | $0.27 | $2.23 | $1.71 |
DILUTED NET INCOME PER LIMITED PARTNER UNIT (in dollars per unit) | $0.38 | $0.27 | $2.22 | $1.70 |
BASIC WEIGHTED AVERAGE UNITS OUTSTANDING (in units) | 343 | 329 | 340 | 322 |
DILUTED WEIGHTED AVERAGE UNITS OUTSTANDING (in units) | 345 | 331 | 342 | 325 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ' | ' | ' | ' |
Interest expense, capitalized interest | $11 | $9 | $30 | $27 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ' | ' | ' | ' |
Net income | $237 | $173 | $1,074 | $797 |
Other comprehensive income/(loss) | 39 | 84 | -99 | 35 |
Comprehensive income | 276 | 257 | 975 | 832 |
Comprehensive income attributable to noncontrolling interests | -7 | -5 | -27 | -15 |
Comprehensive income attributable to Plains | $269 | $252 | $948 | $817 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
Increase (Decrease) in Accumulated Other Comprehensive Income | ' | ' |
Balance at beginning of period | ' | $80 |
Reclassification adjustments | ' | -124 |
Deferred gain on cash flow hedges, net of tax | ' | 140 |
Currency translation adjustments | ' | -115 |
Total period activity | 39 | -99 |
Balance at end of period | -19 | -19 |
Derivative Instruments | ' | ' |
Increase (Decrease) in Accumulated Other Comprehensive Income | ' | ' |
Balance at beginning of period | ' | -120 |
Reclassification adjustments | ' | -124 |
Deferred gain on cash flow hedges, net of tax | ' | 140 |
Total period activity | ' | 16 |
Balance at end of period | -104 | -104 |
Translation Adjustments | ' | ' |
Increase (Decrease) in Accumulated Other Comprehensive Income | ' | ' |
Balance at beginning of period | ' | 200 |
Currency translation adjustments | ' | -115 |
Total period activity | ' | -115 |
Balance at end of period | $85 | $85 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES | ' | ' |
Net income | $1,074 | $797 |
Reconciliation of net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 265 | 356 |
Inventory valuation adjustments | 7 | 128 |
Equity-indexed compensation expense | 96 | 82 |
Gain on sales of linefill and base gas | -5 | -17 |
Settlement of terminated interest rate and foreign currency hedging instruments | 8 | -23 |
(Gain)/loss on foreign currency revaluation | -6 | 2 |
Deferred income tax expense | 10 | 11 |
Other | -7 | -3 |
Changes in assets and liabilities, net of acquisitions | 152 | -453 |
Net cash provided by operating activities | 1,594 | 880 |
CASH FLOWS FROM INVESTING ACTIVITIES | ' | ' |
Cash paid in connection with acquisitions, net of cash acquired | -28 | -1,537 |
Additions to property, equipment and other | -1,217 | -852 |
Cash received for sales of linefill and base gas | 25 | 55 |
Cash paid for purchases of linefill and base gas | -61 | -94 |
Investment in unconsolidated entities | -124 | -24 |
Proceeds from sales of assets | 62 | 21 |
Cash received upon formation of equity-method investment | ' | 55 |
Other investing activities | 3 | ' |
Net cash used in investing activities | -1,340 | -2,376 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' |
Net borrowings/(repayments) under PAA senior secured hedged inventory facility (Note 7) | -659 | 619 |
Net borrowings/(repayments) under PAA senior unsecured revolving credit facility (Note 7) | -92 | 26 |
Net borrowings/(repayments) under PNG credit agreement (Note 7) | -32 | 54 |
Net borrowings under commercial paper program (Note 7) | 319 | ' |
Proceeds from the issuance of senior notes | 699 | 1,247 |
Repayments of senior notes | ' | -500 |
Net proceeds from the issuance of common units (Note 9) | 400 | 812 |
Net proceeds from the issuance of PNG common units | 40 | ' |
Distributions paid to common unitholders (Note 9) | -585 | -502 |
Distributions paid to general partner (Note 9) | -270 | -208 |
Distributions paid to noncontrolling interests | -37 | -36 |
Other financing activities | -25 | -11 |
Net cash (used in)/provided by financing activities | -242 | 1,501 |
Effect of translation adjustment on cash | -3 | 1 |
Net increase in cash and cash equivalents | 9 | 6 |
Cash and cash equivalents, beginning of period | 24 | 26 |
Cash and cash equivalents, end of period | 33 | 32 |
Cash paid for: | ' | ' |
Interest, net of amounts capitalized | 230 | 207 |
Income taxes, net of amounts refunded | $19 | $58 |
CONDENSED_CONSOLIDATED_STATEME5
CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (USD $) | Total | Common Units | General Partner | Partners' Capital Excluding Noncontrolling Interests | Noncontrolling Interests |
In Millions, except Share data, unless otherwise specified | |||||
Balance at Dec. 31, 2012 | $7,146 | $6,388 | $249 | $6,637 | $509 |
Balance (in units) at Dec. 31, 2012 | 335,283,874 | 335,300,000 | ' | ' | ' |
Increase (Decrease) in Partners' Capital | ' | ' | ' | ' | ' |
Net income | 1,074 | 764 | 288 | 1,052 | 22 |
Distributions | -892 | -585 | -270 | -855 | -37 |
Issuance of common units | 400 | 392 | 8 | 400 | ' |
Issuance of common units (in units) | ' | 7,200,000 | ' | ' | ' |
Issuance of common units under LTIP | 4 | 4 | ' | 4 | ' |
Issuance of common units under LTIP (in units) | ' | 800,000 | ' | ' | ' |
Units tendered by employees to satisfy tax withholding obligations | -15 | -15 | ' | -15 | ' |
Units tendered by employees to satisfy tax withholding obligations (in units) | ' | -300,000 | ' | ' | ' |
Equity-indexed compensation expense | 31 | 24 | 4 | 28 | 3 |
Distribution equivalent right payments | -4 | -4 | ' | -4 | ' |
Issuance of PNG common units | 40 | 8 | ' | 8 | 32 |
Other | -1 | -1 | ' | -1 | ' |
Other comprehensive income/(loss) | -99 | -102 | -2 | -104 | 5 |
Balance at Sep. 30, 2013 | 7,684 | 6,873 | 277 | 7,150 | 534 |
Balance (in units) at Sep. 30, 2013 | 342,950,166 | 343,000,000 | ' | ' | ' |
Balance at Jun. 30, 2013 | ' | ' | ' | ' | ' |
Increase (Decrease) in Partners' Capital | ' | ' | ' | ' | ' |
Net income | 237 | ' | ' | ' | ' |
Issuance of PNG common units | ' | ' | ' | 2 | ' |
Other comprehensive income/(loss) | 39 | ' | ' | ' | ' |
Balance at Sep. 30, 2013 | $7,684 | ' | ' | $7,150 | ' |
Balance (in units) at Sep. 30, 2013 | 342,950,166 | ' | ' | ' | ' |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 9 Months Ended | ||
Sep. 30, 2013 | |||
Organization and Basis of Presentation | ' | ||
Organization and Basis of Presentation | ' | ||
Note 1—Organization and Basis of Presentation | |||
Organization | |||
Plains All American Pipeline, L.P. is a Delaware limited partnership formed in 1998. As used in this Form 10-Q and unless the context indicates otherwise, the terms “Partnership,” “Plains,” “PAA,” “we,” “us,” “our,” “ours” and similar terms refer to Plains All American Pipeline, L.P. and its subsidiaries. Our 2% general partner interest is held by PAA GP LLC, a Delaware limited liability company, whose sole member is Plains AAP, L.P., a Delaware limited partnership. On October 21, 2013, Plains GP Holdings, L.P., a Delaware limited partnership that has elected to be treated as a corporation for U.S. federal income tax purposes (“PAGP”) completed its initial public offering. As a result of the offering, PAGP currently owns an approximate 21.8% limited partner interest in Plains AAP, L.P. The remaining limited partner interests in Plains AAP, L.P. continue to be held by the owners of PAA’s general partner entities immediately prior to PAGP’s initial public offering. In addition to its ownership of PAA GP LLC, Plains AAP, L.P. also owns all of the incentive distribution rights in PAA. Plains All American GP LLC, a Delaware limited liability company, is Plains AAP, L.P.’s general partner. 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 engage in the transportation, storage, terminalling and marketing of crude oil and refined products, as well as in the processing, transportation, fractionation, storage and marketing of natural gas liquids (“NGL”). The term NGL includes ethane and natural gasoline products as well as propane and butane, products which are also commonly referred to as liquefied petroleum gas (“LPG”). When used in this document, NGL refers to all NGL products including LPG. Through our general partner interest and majority equity ownership position in PAA Natural Gas Storage, L.P. (NYSE: PNG), we also own and operate natural gas storage facilities. Our business activities are conducted through three operating segments: (i) Transportation, (ii) Facilities and (iii) Supply and Logistics. See Note 13 for further discussion of our operating segments. | |||
Potential Acquisition of Publicly-held Common Units of PNG | |||
On October 22, 2013, we announced our entry into a definitive agreement and plan of merger (the “Merger Agreement”) with PNG that provides for a merger whereby PNG will become our wholly-owned subsidiary through a unit-for-unit exchange (the “Merger”). Under the terms of the Merger Agreement, we will issue 0.445 PAA common units for each outstanding PNG common unit held by unitholders other than us, plus cash in lieu of any fractional PAA common units otherwise issuable in the Merger. There are approximately 33.0 million PNG common units owned by unitholders other than us and consummation of the transaction is expected to result in the issuance of approximately 14.7 million PAA common units. In connection with the closing of the Merger, the owners of our general partner have agreed to reduce their incentive distribution rights under our Partnership Agreement by $12 million in each of 2014 and 2015, $10 million in 2016 and $5 million per year thereafter. | |||
The closing of the Merger is subject to the satisfaction of certain conditions, including the approval of the Merger and the Merger Agreement at a special meeting of the unitholders of PNG by the affirmative vote of holders of a majority of the outstanding PNG common units (including PNG common units held by us) voting as a separate class and the affirmative vote of holders of a majority of PNG’s outstanding subordinated units voting as a separate class. We own 100% of the membership interests in the general partner of PNG, 100% of the outstanding subordinated units of PNG and approximately 46% of the 61.2 million outstanding common units of PNG. Pursuant to the Merger Agreement, we have agreed to vote our common units and subordinated units in favor of the Merger. We anticipate that the Merger will close in the latter half of the fourth quarter of 2013 or the first quarter of 2014, and that the previously announced quarterly distribution of $0.3575 per PNG common unit payable to holders of record of such units on November 1, 2013 will be paid on November 14, 2013 as scheduled. | |||
Definitions | |||
Additional defined terms are used in this Form 10-Q and shall have the meanings indicated below: | |||
AOCI | =font> | Accumulated other comprehensive income | |
Bcf | =font> | Billion cubic feet | |
Btu | =font> | British thermal unit | |
CAD | =font> | Canadian dollar | |
CME | =font> | Chicago Mercantile Exchange | |
DERs | =font> | Distribution equivalent rights | |
EBITDA | =font> | Earnings before interest, taxes, depreciation and amortization | |
FASB | =font> | Financial Accounting Standards Board | |
FERC | =font> | Federal Energy Regulatory Commission | |
GAAP | =font> | Generally accepted accounting principles in the United States | |
ICE | =font> | IntercontinentalExchange | |
LIBOR | =font> | London Interbank Offered Rate | |
LLS | =font> | Light Louisiana Sweet | |
LTIP | =font> | Long-term incentive plan | |
Mcf | =font> | Thousand cubic feet | |
MLP | =font> | Master limited partnership | |
NGL | =font> | Natural gas liquids including ethane, natural gasoline products, propane and butane | |
NPNS | =font> | Normal purchases and normal sales | |
NYMEX | =font> | New York Mercantile Exchange | |
NYSE | =font> | New York Stock Exchange | |
PLA | =font> | Pipeline loss allowance | |
PNG | =font> | PAA Natural Gas Storage, L.P. | |
SEC | =font> | Securities and Exchange Commission | |
USD | =font> | United States dollar | |
WTI | =font> | West Texas Intermediate | |
WTS | =font> | West Texas Sour | |
Basis of Consolidation and Presentation | |||
The accompanying unaudited condensed consolidated interim financial statements and notes thereto should be read in conjunction with our 2012 Annual Report on Form 10-K. The financial statements have been prepared in accordance with the instructions for interim reporting as set forth 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. Certain reclassifications have been made to information from previous years to conform to the current presentation. The condensed consolidated balance sheet data as of December 31, 2012 was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for the three and nine months ended September 30, 2013 should not be taken as indicative of results to be expected for the entire year. | |||
Subsequent events have been evaluated through the financial statements issuance date and have been included in the following footnotes where applicable. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | ' |
Note 2—Recent Accounting Pronouncements | |
Other than as discussed below and in our 2012 Annual Report on Form 10-K, no new accounting pronouncements have become effective or have been issued during the nine months ended September 30, 2013 that are of significance or potential significance to us. | |
In March 2013, the FASB issued guidance regarding the release of cumulative translation adjustments into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. This guidance becomes effective beginning after December 15, 2013. We will adopt this guidance on January 1, 2014. Our adoption is not expected to have a material impact on our financial position, results of operations or cash flows. | |
In February 2013, the FASB issued guidance requiring an entity to present either in a single note or parenthetically on the face of the financial statements (i) the amount of significant items reclassified from each component of AOCI and (ii) the income statement line items affected by the reclassification. This guidance became effective for interim and annual periods beginning after December 15, 2012. We adopted this guidance during the first quarter of 2013. During the nine months ended September 30, 2013 and 2012, all reclassifications out of AOCI were related to derivative instruments. Other than requiring additional disclosure, which is included in Note 11, our adoption did not have an impact on our financial position, results of operations or cash flows. | |
In July 2012, the FASB issued guidance intended to simplify the impairment test for indefinite-lived intangible assets other than goodwill by giving entities the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The results of the qualitative assessment would be used as a basis in determining whether it is necessary to perform the two-step quantitative impairment testing. An entity can choose to perform the qualitative assessment on none, some or all of its indefinite-lived intangible assets, or may bypass the qualitative assessment and proceed directly to the quantitative impairment test. This guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted in certain circumstances. We adopted this guidance on January 1, 2013. Our adoption did not have a material impact on our financial position, results of operations or cash flows. | |
In December 2011, the FASB issued guidance requiring disclosures of both gross and net information about recognized financial instruments and derivative instruments that are either (i) offset in accordance with the specified sections of GAAP or (ii) subject to an enforceable master netting arrangement or similar agreement. In January 2013, the FASB amended and clarified the scope of these disclosures to include only (i) derivative instruments, (ii) repurchase agreements and reverse repurchase agreements and (iii) securities lending transactions. This guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. We adopted this guidance on January 1, 2013. Other than requiring additional disclosure, which is included in Note 11, our adoption did not have an impact on our financial position, results of operations or cash flows. |
Accounts_Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2013 | |
Accounts Receivable | ' |
Accounts Receivable | ' |
Note 3—Accounts Receivable | |
Our accounts receivable are primarily from purchasers and shippers of crude oil and, to a lesser extent, purchasers of crude oil, NGL, natural gas and refined products terminalling and storage services. These purchasers include, but are not limited to refiners, producers, marketing and trading companies and financial institutions that are active in the physical and financial commodity markets. The majority of our accounts receivable relate to our crude oil supply and logistics activities that can generally be described as high volume and low margin activities, in many cases involving exchanges of crude oil volumes. | |
To mitigate credit risk related to our accounts receivable, we have in place a rigorous credit review process. We closely monitor market conditions in order to make a determination with respect to the amount, if any, of credit to be extended to any given customer and the form and amount of financial performance assurances we require. Such financial assurances are commonly provided to us in the form of standby letters of credit, parental guarantees or advance cash payments. At September 30, 2013 and December 31, 2012, we had received approximately $122 million and $173 million, respectively, of advance cash payments from third parties to mitigate credit risk. Furthermore, at September 30, 2013 and December 31, 2012, we had received approximately $452 million and $343 million, respectively, of standby letters of credit to support obligations due from third parties, a portion of which applies to future business. In addition, in an effort to mitigate credit risk, a significant portion of our transactions with counterparties are settled on a net-cash basis. Further, we enter into netting agreements (contractual agreements that allow us to offset receivables and payables with those counterparties against each other on our balance sheet) for a majority of such arrangements. | |
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 September 30, 2013 and December 31, 2012, substantially all of our accounts receivable (net of allowance for doubtful accounts) were less than 30 days past their scheduled invoice date. Our allowance for doubtful accounts receivable totaled approximately $4 million at both September 30, 2013 and December 31, 2012. Although we consider our allowance for doubtful trade accounts receivable to be adequate, actual amounts could vary significantly from estimated amounts. |
Dispositions
Dispositions | 9 Months Ended |
Sep. 30, 2013 | |
Dispositions | ' |
Dispositions | ' |
Note 4—Dispositions | |
In February 2013, we signed a definitive agreement to sell certain refined products pipeline systems and related assets included in our Transportation segment. At December 31, 2012, these assets were classified as held for sale on our condensed consolidated balance sheet (in “Other current assets”). On July 1, 2013, a portion of the transaction closed with the sale of certain of the refined products pipeline systems and related assets. The remaining assets were classified as held for sale on our condensed consolidated balance sheet as of September 30, 2013. We expect to close the balance of the transaction during the fourth quarter of 2013. |
Inventory_Linefill_and_Base_Ga
Inventory, Linefill and Base Gas and Long-term Inventory | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Inventory, Linefill and Base Gas and Long-term Inventory | ' | |||||||||||||||||||||
Inventory, Linefill and Base Gas and Long-term Inventory | ' | |||||||||||||||||||||
Note 5—Inventory, Linefill and Base Gas and Long-term Inventory | ||||||||||||||||||||||
Inventory, linefill and base gas and long-term inventory consisted of the following as of the dates indicated (barrels and natural gas volumes in thousands and carrying value in millions): | ||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||
Unit of | Carrying | Price/ | Unit of | Carrying | Price/ | |||||||||||||||||
Volumes | Measure | Value | Unit (1) | Volumes | Measure | Value | Unit (1) | |||||||||||||||
Inventory | ||||||||||||||||||||||
Crude oil | 5,624 | barrels | $ | 535 | $ | 95.13 | 9,492 | barrels | $ | 737 | $ | 77.64 | ||||||||||
NGL | 13,767 | barrels | 539 | $ | 39.15 | 9,472 | barrels | 388 | $ | 40.96 | ||||||||||||
Natural gas | 29,443 | Mcf | 101 | $ | 3.43 | 20,374 | Mcf | 60 | $ | 2.94 | ||||||||||||
Other | N/A | 23 | N/A | N/A | 24 | N/A | ||||||||||||||||
Inventory subtotal | 1,198 | 1,209 | ||||||||||||||||||||
Linefill and base gas | ||||||||||||||||||||||
Crude oil | 10,520 | barrels | 645 | $ | 61.31 | 9,919 | barrels | 583 | $ | 58.78 | ||||||||||||
NGL | 1,345 | barrels | 64 | $ | 47.58 | 1,400 | barrels | 70 | $ | 50 | ||||||||||||
Natural gas | 17,615 | Mcf | 61 | $ | 3.46 | 15,755 | Mcf | 54 | $ | 3.43 | ||||||||||||
Linefill and base gas subtotal | 770 | 707 | ||||||||||||||||||||
Long-term inventory | ||||||||||||||||||||||
Crude oil | 2,134 | barrels | 167 | $ | 78.26 | 1,962 | barrels | 149 | $ | 75.94 | ||||||||||||
NGL | 1,161 | barrels | 51 | $ | 43.93 | 3,238 | barrels | 125 | $ | 38.6 | ||||||||||||
Long-term inventory subtotal | 218 | 274 | ||||||||||||||||||||
Total | $ | 2,186 | $ | 2,190 | ||||||||||||||||||
(1) Price per unit of measure represents a weighted average associated with various grades, qualities and locations. Accordingly, these prices may not coincide with any published benchmarks for such products. | ||||||||||||||||||||||
At the end of each reporting period we assess the carrying value of our inventory and make any adjustments necessary to reduce the carrying value to the applicable net realizable value. We recorded a non-cash charge of approximately $7 million during the three and nine months ended September 30, 2013, primarily related to the writedown of our crude oil inventory due to declines in prices during the period. During the three and nine months ended September 30, 2012, we recorded non-cash charges of approximately $7 million and $128 million, respectively, related to the writedown of our crude oil and NGL inventory due to declines in prices during the period. The recognition of these adjustments in 2013 and 2012, which are a component of “Purchases and related costs” in our accompanying condensed consolidated statements of operations, was substantially offset by the recognition of gains on derivative instruments being utilized to hedge the future sales of our crude oil and NGL inventory. Substantially all of such gains were recorded to “Supply and Logistics segment revenues” on our condensed consolidated statements of operations. See note 11 for discussion of our derivative and risk management activities. |
Goodwill
Goodwill | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Goodwill | ' | |||||||||||||
Goodwill | ' | |||||||||||||
Note 6 — Goodwill | ||||||||||||||
The table below reflects our goodwill by segment and changes during the period indicated (in millions): | ||||||||||||||
Transportation | Facilities | Supply and Logistics | Total | |||||||||||
Balance at December 31, 2012 | $ | 897 | $ | 1,171 | $ | 467 | $ | 2,535 | ||||||
2013 Goodwill Related Activity: | ||||||||||||||
Acquisitions | 6 | — | — | 6 | ||||||||||
Foreign currency translation adjustments | (10 | ) | (5 | ) | (2 | ) | (17 | ) | ||||||
Purchase price accounting adjustments and other (1) | (5 | ) | — | — | (5 | ) | ||||||||
Balance at September 30, 2013 | $ | 888 | $ | 1,166 | $ | 465 | $ | 2,519 | ||||||
(1) Goodwill is recorded at the acquisition date based on a preliminary fair value determination. This preliminary goodwill balance may be adjusted when the fair value determination is finalized. | ||||||||||||||
We completed our annual goodwill impairment test as of June 30 and determined that there was no impairment of goodwill. |
Debt
Debt | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt | ' | |||||||
Debt | ' | |||||||
Note 7—Debt | ||||||||
Debt consisted of the following as of the dates indicated (in millions): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
SHORT-TERM DEBT | ||||||||
Credit Facilities (1): | ||||||||
PAA senior secured hedged inventory facility, bearing a weighted-average interest rate of 1.6% at December 31, 2012 (2) | $ | — | $ | 665 | ||||
PAA senior unsecured revolving credit facility, bearing a weighted-average interest rate of 2.4% at December 31, 2012 (2) | — | 92 | ||||||
PNG senior unsecured revolving credit facility, bearing a weighted-average interest rate of 2.0% and 2.1% at September 30, 2013 and December 31, 2012, respectively (3) | 46 | 77 | ||||||
Commercial paper notes, bearing a weighted-average interest rate of 0.25% at September 30, 2013 (2) | 319 | — | ||||||
5.63% senior notes due December 2013 (4) | 250 | 250 | ||||||
Other | 4 | 2 | ||||||
Total short-term debt | 619 | 1,086 | ||||||
LONG-TERM DEBT | ||||||||
Senior notes, net of unamortized discounts of $15 at both September 30, 2013 and December 31, 2012 (5) | 6,710 | 6,010 | ||||||
Credit Facilities and Other Long-Term Debt (1): | ||||||||
PNG senior unsecured revolving credit facility, bearing a weighted-average interest rate of 2.0% and 2.1% at September 30, 2013 and December 31, 2012, respectively (3) | 103 | 105 | ||||||
PNG GO Bond term loans, bearing a weighted-average interest rate of 1.5% at both September 30, 2013 and December 31, 2012 | 200 | 200 | ||||||
Other | 5 | 5 | ||||||
Total long-term debt | 7,018 | 6,320 | ||||||
Total debt (2) (3) (6) | $ | 7,637 | $ | 7,406 | ||||
(1) In August 2013, we renewed and extended our principal bank credit facilities. See “Credit Facilities” below for further discussion. | ||||||||
(2) We classify as short-term certain borrowings under our commercial paper program, PAA senior unsecured revolving credit facility and PAA senior secured hedged inventory facility. These borrowings are primarily designated as working capital borrowings, must be repaid within one year and are primarily for hedged NGL and crude oil inventory and NYMEX and ICE margin deposits. | ||||||||
(3) PNG classifies as short-term debt any borrowings under the PNG senior unsecured revolving credit facility that have been designated as working capital borrowings and must be repaid within one year. Such borrowings are primarily related to a portion of PNG’s hedged natural gas inventory. | ||||||||
(4) Our $250 million 5.63% senior notes will mature in December 2013 and are thus classified as short-term at September 30, 2013 and December 31, 2012. | ||||||||
(5) In August 2013, we completed the issuance of $700 million, 3.85% senior notes due 2023 at a public offering price of 99.792%. Interest payments are due on April 15 and October 15 of each year, commencing on April 15, 2014. | ||||||||
(6) Our fixed-rate senior notes (including current maturities) had a face value of approximately $7.0 billion and $6.3 billion at September 30, 2013 and December 31, 2012, respectively. We estimated the aggregate fair value of these notes as of September 30, 2013 and December 31, 2012 to be approximately $7.5 billion and $7.3 billion, respectively. Our fixed-rate senior notes are traded among institutions, and these trades are routinely published by a reporting service. Our determination of fair value is based on reported trading activity near quarter end. We estimate that the carrying value of outstanding borrowings under our credit agreements and commercial paper program approximates fair value as interest rates reflect current market rates. The fair value estimates for our senior notes and borrowings under our credit agreements and commercial paper program are based upon observable market data and are classified within level 2 of the fair value hierarchy. | ||||||||
Commercial Paper Program | ||||||||
In August 2013, we established a commercial paper program under which we may issue, from time to time, privately placed, unsecured commercial paper notes for up to a maximum aggregate amount outstanding at any time of $1.5 billion. Such notes are backstopped by the PAA senior unsecured revolving credit facility and the PAA senior secured hedged inventory facility; as such, any borrowings under our commercial paper program reduce the available capacity under these facilities. | ||||||||
Credit Facilities | ||||||||
In August 2013, we amended our senior secured hedged inventory facility and senior unsecured revolving credit facility agreements to, among other things, extend the maturity dates of the facilities by two years. The facilities now mature in August 2016 and August 2018, respectively. Also in August 2013, PNG extended the maturity date of its senior unsecured revolving credit facility and GO Bond term loans by one year to August 2017. | ||||||||
Borrowings and Repayments | ||||||||
Total borrowings under our credit agreements and commercial paper program for the nine months ended September 30, 2013 and 2012 were approximately $12.7 billion and $8.5 billion, respectively. Total repayments under our credit agreements and commercial paper program were approximately $13.2 billion and $7.8 billion for the nine months ended September 30, 2013 and 2012, respectively. The variance in total gross borrowings and repayments is impacted by various business and financial factors including, but not limited to, the timing, average term and method of general partnership borrowing activities. | ||||||||
Letters of Credit | ||||||||
In connection with our supply and logistics activities and PNG’s natural gas storage and commercial marketing activities, we provide certain suppliers with irrevocable standby letters of credit to secure our obligation for the purchase of crude oil, NGL and natural gas. Additionally, we issue letters of credit to support insurance programs and construction activities. At September 30, 2013 and December 31, 2012, we had outstanding letters of credit of approximately $42 million and $24 million, respectively. |
Net_Income_Per_Limited_Partner
Net Income Per Limited Partner Unit | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Net Income Per Limited Partner Unit | ' | |||||||||||||
Net Income Per Limited Partner Unit | ' | |||||||||||||
Note 8—Net Income Per Limited Partner Unit | ||||||||||||||
Basic and diluted net income per limited partner unit is determined pursuant to the two-class method for Master Limited Partnerships as prescribed in the FASB guidance. The two-class method is an earnings allocation formula that is used to determine earnings to our general partner, common unitholders and participating securities according to distributions pertaining to the current period’s net income and participation rights in undistributed earnings. Under this method, all earnings are allocated to our general partner, common unitholders and participating securities based on their respective rights to receive distributions, regardless of whether those earnings would actually be distributed during a particular period from an economic or practical perspective. | ||||||||||||||
The Partnership calculates basic and diluted net income per limited partner unit by dividing net income attributable to Plains, after deducting the amount allocated to the general partner’s interest, incentive distribution rights (“IDRs”) and participating securities, by the basic and diluted weighted-average number of limited partner units outstanding during the period. Participating securities include LTIP awards that have vested DERs, which entitle the grantee to a cash payment equal to the cash distribution paid on our outstanding common units. | ||||||||||||||
Diluted net income per limited partner unit is computed based on the weighted average number of units plus the effect of dilutive potential units outstanding during the period using the two-class method. Our LTIP awards 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. See Note 15 to our Consolidated Financial Statements included in Part IV of our 2012 Annual Report on Form 10-K for a complete discussion of our LTIP awards including specific discussion regarding DERs. | ||||||||||||||
The following table sets forth the computation of basic and diluted earnings per limited partner unit for the three and nine months ended September 30, 2013 and 2012 (in millions, except per unit data): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Basic Net Income per Limited Partner Unit | ||||||||||||||
Net income attributable to Plains | $ | 231 | $ | 165 | $ | 1,052 | $ | 774 | ||||||
General partner’s incentive distribution (1) | (95 | ) | (74 | ) | (272 | ) | (208 | ) | ||||||
General partner 2% ownership (1) | (3 | ) | (2 | ) | (16 | ) | (12 | ) | ||||||
Net income available to limited partners | 133 | 89 | 764 | 554 | ||||||||||
Undistributed earnings allocated and distributions to participating securities (1) | (1 | ) | (1 | ) | (5 | ) | (3 | ) | ||||||
Net income available to limited partners in accordance with application of the two-class method for MLPs | $ | 132 | $ | 88 | $ | 759 | $ | 551 | ||||||
Basic weighted average number of limited partner units outstanding | 343 | 329 | 340 | 322 | ||||||||||
Basic net income per limited partner unit | $ | 0.38 | $ | 0.27 | $ | 2.23 | $ | 1.71 | ||||||
Diluted Net Income per Limited Partner Unit | ||||||||||||||
Net income attributable to Plains | $ | 231 | $ | 165 | $ | 1,052 | $ | 774 | ||||||
General partner’s incentive distribution (1) | (95 | ) | (74 | ) | (272 | ) | (208 | ) | ||||||
General partner 2% ownership (1) | (3 | ) | (2 | ) | (16 | ) | (12 | ) | ||||||
Net income available to limited partners | 133 | 89 | 764 | 554 | ||||||||||
Undistributed earnings allocated and distributions to participating securities (1) | (1 | ) | (1 | ) | (4 | ) | (3 | ) | ||||||
Net income available to limited partners in accordance with application of the two-class method for MLPs | $ | 132 | $ | 88 | $ | 760 | $ | 551 | ||||||
Basic weighted average number of limited partner units outstanding | 343 | 329 | 340 | 322 | ||||||||||
Effect of dilutive securities: Weighted average LTIP units | 2 | 2 | 2 | 3 | ||||||||||
Diluted weighted average number of limited partner units outstanding | 345 | 331 | 342 | 325 | ||||||||||
Diluted net income per limited partner unit | $ | 0.38 | $ | 0.27 | $ | 2.22 | $ | 1.7 | ||||||
(1) We calculate net income available to limited partners based on the distributions pertaining to the current period’s net income. After adjusting for the appropriate period’s distributions, the remaining undistributed earnings or excess distributions over earnings, if any, are allocated to the general partner, limited partners and participating securities in accordance with the contractual terms of the partnership agreement and as further prescribed under the two-class method. | ||||||||||||||
The terms of our partnership agreement limit the general partner’s incentive distribution to the amount of available cash, which, as defined in the partnership agreement, is net of reserves deemed appropriate. As such, IDRs are not allocated undistributed earnings or distributions in excess of earnings in the calculation of net income per limited partner unit. If, however, undistributed earnings were allocated to our IDRs beyond amounts distributed to them under the terms of the partnership agreement, basic and diluted earnings per limited partner unit as reflected in the table above would be impacted as follows: | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Basic net income per limited partner unit impact | $ | — | $ | — | $ | (0.23 | ) | $ | (0.04 | ) | ||||
Diluted net income per limited partner unit impact | $ | — | $ | — | $ | (0.23 | ) | $ | (0.04 | ) |
Partners_Capital_and_Distribut
Partners' Capital and Distributions | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||
Partners' Capital and Distributions | ' | ||||||||||||||||||
Partners' Capital and Distributions | ' | ||||||||||||||||||
Note 9—Partners’ Capital and Distributions | |||||||||||||||||||
PAA Distributions | |||||||||||||||||||
The following table details the distributions paid during or pertaining to the first nine months of 2013, net of reductions to the general partner’s incentive distributions (in millions, except per unit amounts): | |||||||||||||||||||
Distributions Paid | Distributions | ||||||||||||||||||
Common | General Partner | per limited | |||||||||||||||||
Date Declared | Date Paid or To Be Paid | Units | Incentive | 2% | Total | partner unit | |||||||||||||
October 1, 2013 | November 14, 2013 (1) | $ | 206 | $ | 95 | $ | 4 | $ | 305 | $ | 0.6 | ||||||||
July 8, 2013 | August 14, 2013 | $ | 201 | $ | 91 | $ | 4 | $ | 296 | $ | 0.5875 | ||||||||
April 8, 2013 | May 15, 2013 | $ | 195 | $ | 86 | $ | 4 | $ | 285 | $ | 0.575 | ||||||||
January 7, 2013 | February 14, 2013 | $ | 189 | $ | 81 | $ | 4 | $ | 274 | $ | 0.5625 | ||||||||
(1) Payable to unitholders of record at the close of business on November 1, 2013, for the period July 1, 2013 through September 30, 2013. | |||||||||||||||||||
PAA Continuous Offering Program | |||||||||||||||||||
In May 2013, we entered into an additional equity distribution agreement with several financial institutions pursuant to which we may offer and sell, through our sales agents, common units representing limited partner interests having an aggregate offering price of up to $750 million. During the nine months ended September 30, 2013, we issued an aggregate of approximately 7.2 million common units under our continuous offering program, generating net proceeds of approximately $400 million, including our general partner’s proportionate capital contribution, net of approximately $4 million of commissions to our sales agents. | |||||||||||||||||||
LTIP Vesting | |||||||||||||||||||
In connection with the settlement of vested LTIP awards (both liability-classified and equity-classified), we issued approximately 0.5 million common units during the first nine months of 2013, net of units tendered by employees for tax withholding obligations. | |||||||||||||||||||
Noncontrolling Interests in Subsidiaries | |||||||||||||||||||
As of September 30, 2013, noncontrolling interests in subsidiaries consisted of (i) an approximate 37% interest in PNG and (ii) a 25% interest in SLC Pipeline LLC. | |||||||||||||||||||
PNG Continuous Offering Program | |||||||||||||||||||
On March 18, 2013, PNG entered into an equity distribution agreement with a financial institution pursuant to which PNG may offer and sell, through its sales agent, common units representing limited partner interests having an aggregate offering price of up to $75 million. During the first nine months of 2013, PNG issued an aggregate of approximately 1.9 million common units under this agreement, generating net proceeds of approximately $40 million. | |||||||||||||||||||
As a result of PNG’s common unit issuances under its continuous offering program, we recorded an increase in noncontrolling interest of approximately $32 million and an increase to our partners’ capital of approximately $8 million. These increases represent the portion of the proceeds attributable to the respective ownership interests in PNG, adjusted for the impact of the dilution of our ownership interest. | |||||||||||||||||||
The following table sets forth the impact upon net income attributable to Plains giving effect to the changes in our ownership interest in PNG, which is recognized in partners’ capital (in millions): | |||||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||
Net income attributable to Plains | $ | 231 | $ | 165 | $ | 1,052 | $ | 774 | |||||||||||
Transfers to the noncontrolling interests: | |||||||||||||||||||
Increase in capital from sale of PNG units | 2 | — | 8 | — | |||||||||||||||
Change from net income attributable to Plains and net transfers to the noncontrolling interests | $ | 233 | $ | 165 | $ | 1,060 | $ | 774 | |||||||||||
Noncontrolling Interests Rollforward | |||||||||||||||||||
The following table reflects the changes in the noncontrolling interests in partners’ capital (in millions): | |||||||||||||||||||
Nine Months Ended | |||||||||||||||||||
September 30, | |||||||||||||||||||
2013 | 2012 | ||||||||||||||||||
Beginning balance | $ | 509 | $ | 524 | |||||||||||||||
Net income attributable to noncontrolling interests | 22 | 23 | |||||||||||||||||
Distributions to noncontrolling interests | (37 | ) | (36 | ) | |||||||||||||||
Equity-indexed compensation expense | 3 | 3 | |||||||||||||||||
Distribution equivalent right payments | — | (1 | ) | ||||||||||||||||
Issuance of PNG common units | 32 | — | |||||||||||||||||
Other comprehensive income/(loss): | |||||||||||||||||||
Reclassification adjustments | 6 | (7 | ) | ||||||||||||||||
Net deferred loss on cash flow hedges | (1 | ) | (1 | ) | |||||||||||||||
Ending balance | $ | 534 | $ | 505 |
EquityIndexed_Compensation_Pla
Equity-Indexed Compensation Plans | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Equity-Indexed Compensation Plans | ' | |||||||||||||
Equity-Indexed Compensation Plans | ' | |||||||||||||
Note 10—Equity-Indexed Compensation Plans | ||||||||||||||
We refer to the PAA and PNG LTIP Plans, Special PAA Awards and Class B Units of Plains AAP, L.P. collectively as our “Equity-indexed compensation plans.” For additional discussion of our equity-indexed compensation plans and awards, see Note 15 to our Consolidated Financial Statements included in Part IV of our 2012 Annual Report on Form 10-K. | ||||||||||||||
Class B Units of Plains AAP, L.P. The following table contains a summary of Class B Units of Plains AAP, L.P.: | ||||||||||||||
Grant Date | ||||||||||||||
Fair Value of Outstanding | ||||||||||||||
Reserved for Future | Outstanding Units | Class B Units (2) | ||||||||||||
Grants (1) | Outstanding (1) | Earned (1) | (in millions) | |||||||||||
Balance at December 31, 2012 | 17,875 | 182,125 | 130,250 | $ | 44 | |||||||||
Granted | (4,500 | ) | 4,500 | — | 7 | |||||||||
Earned | N/A | N/A | 50,125 | N/A | ||||||||||
Balance at September 30, 2013 | 13,375 | 186,625 | 180,375 | $ | 51 | |||||||||
(1) In connection with the initial public offering of PAGP and the recapitalization of Plains AAP, L.P. on October 21, 2013, the number of Class B Units of Plains AAP, L.P. was adjusted; as such, as of such date, the number of Class B Units of Plains AAP, L.P. reserved for future grants, outstanding and earned following this adjustment was 3,483,102 units, 48,642,833 units and 47,013,803 units, respectively. | ||||||||||||||
(2) Of the grant date fair value, approximately $4 million was recognized as expense during the nine months ended September 30, 2013. | ||||||||||||||
Special PAA Awards. In February 2013, we granted 143,000 Special PAA Awards to certain members of PNG’s management. These awards are denominated in PAA common units and will vest 50% on PAA’s August 2018 distribution date and 50% on PAA’s August 2019 distribution date provided that PNG’s annualized distribution averages at least $1.48 and $1.43 per unit, respectively, for the twelve months prior to each vesting date. DERs associated with these awards will vest on the date that we pay an annualized distribution of $2.40 per unit, provided that PNG’s quarterly distribution remains at least $1.43 (annualized) per unit. Any unvested Special PAA Awards that remain outstanding on December 31, 2020 will be forfeited. | ||||||||||||||
PAA and PNG LTIP Awards. Our equity compensation activity for LTIP awards denominated in PAA and PNG units is summarized in the following table (units in millions): | ||||||||||||||
PAA Units (1) (2) (3) | PNG Units (4) | |||||||||||||
Units | Weighted Average Grant | Units | Weighted Average Grant | |||||||||||
Date | Date | |||||||||||||
Fair Value per Unit | Fair Value per Unit | |||||||||||||
Outstanding at December 31, 2012 | 6 | $ | 25.55 | 0.9 | $ | 17.49 | ||||||||
Granted | 4.1 | $ | 47.6 | 0.4 | $ | 17.51 | ||||||||
Vested | (1.8 | ) | $ | 24.82 | — | $ | 18.88 | |||||||
Cancelled or forfeited | (0.3 | ) | $ | 36.32 | — | $ | 13.33 | |||||||
Outstanding at September 30, 2013 | 8 | $ | 36.74 | 1.3 | $ | 17.55 | ||||||||
(1) Amounts do not include Class B Units of Plains AAP, L.P. | ||||||||||||||
(2) Amounts include Special PAA Awards. | ||||||||||||||
(3) Approximately 0.5 million PAA common units were issued, net of approximately 0.3 million units withheld for taxes, for PAA units that vested during the nine months ended September 30, 2013. The remaining 1.0 million PAA units that vested were settled in cash. | ||||||||||||||
(4) Less than 0.1 million PNG units vested and less than 0.1 million units were forfeited during the nine months ended September 30, 2013. | ||||||||||||||
In February 2013, we granted 2.4 million equity-classified phantom unit awards and 1.5 million liability-classified phantom unit awards under our PAA LTIPs. Substantially all of the equity-classified awards vest as follows: (i) one-third will vest upon the later of the August 2016 distribution date and the date we pay an annualized quarterly distribution of at least $2.35 per common unit, (ii) one-third will vest upon the later of the August 2017 distribution date and the date we pay an annualized quarterly distribution of at least $2.50 per common unit, and (iii) one-third will vest upon the later of the August 2018 distribution date and the date we pay an annualized quarterly distribution of at least $2.65 per unit. Any of these equity-classified awards and associated DERs that have not vested as of the August 2019 distribution date will be forfeited. Substantially all of the liability-classified awards are expected to vest on dates ranging from the August 2015 distribution date to the August 2018 distribution date and vest dependent on PAA paying annualized quarterly distributions ranging from $2.30 per common unit to $2.65 per common unit. Certain of these phantom unit awards include DERs that will vest in one-third increments upon achieving distributions of $2.35, $2.50 and $2.65 per common unit, without regard to the minimum service period. | ||||||||||||||
Other Equity-Indexed Compensation Information. The table below summarizes the expense recognized and the value of vesting (settled both in units and cash) related to our equity-indexed compensation plans and includes both liability-classified and equity-classified awards (in millions): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Equity-indexed compensation expense | $ | 17 | $ | 22 | $ | 96 | $ | 82 | ||||||
LTIP unit-settled vestings (1) | $ | 1 | $ | 2 | $ | 47 | $ | 60 | ||||||
LTIP cash-settled vestings | $ | — | $ | 1 | $ | 61 | $ | 66 | ||||||
DER cash payments | $ | 2 | $ | 2 | $ | 5 | $ | 5 | ||||||
(1) For the nine months ended September 30, 2012, less than $1 million relates to unit-settled vestings that were settled with PNG common units. |
Derivatives_and_Risk_Managemen
Derivatives and Risk Management Activities | 9 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||
Derivatives and Risk Management Activities | ' | ||||||||||||||||||||||||||
Derivatives and Risk Management Activities | ' | ||||||||||||||||||||||||||
Note 11—Derivatives 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. Our policy is to use derivative instruments for risk management purposes and not for the purpose of speculating on hydrocarbon commodity (referred to herein as “commodity”) price changes. 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 commodity risk management policies and procedures are designed to help ensure that our hedging activities address our risks by monitoring our derivative positions, as well as physical volumes, grades, locations, delivery schedules and storage capacity. Our interest rate and currency exchange rate risk management policies and procedures are designed to monitor our derivative positions and ensure that those positions are consistent with our objectives and approved strategies. When we apply hedge accounting, our policy is to formally document all relationships between hedging instruments and hedged items, as well as our risk management objectives 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 instrument’s 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. | |||||||||||||||||||||||||||
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 to (i) only purchase inventory for which we have a market, (ii) structure our sales contracts so that price fluctuations do not materially affect our operating income and (iii) not acquire and hold physical inventory or derivatives for the purpose of speculating on commodity price changes. The material commodity-related risks inherent in our business activities can be divided into the following general categories: | |||||||||||||||||||||||||||
Commodity Purchases and Sales — In the normal course of our operations, we purchase and sell commodities. We use derivatives to manage the associated risks and to optimize profits. As of September 30, 2013, net derivative positions related to these activities included: | |||||||||||||||||||||||||||
· An average of 316,500 barrels per day net long position (total of 9.8 million barrels) associated with our crude oil purchases, which was unwound ratably during October 2013 to match monthly average pricing. | |||||||||||||||||||||||||||
· A net short spread position averaging approximately 32,800 barrels per day (total of 13.0 million barrels), which hedges a portion of our anticipated crude oil lease gathering purchases through December 2014. These derivatives are time spreads consisting of offsetting purchases and sales between two different months. Our use of these derivatives does not expose us to outright price risk. | |||||||||||||||||||||||||||
· An average of 13,700 barrels per day (total of 1.7 million barrels) of crude oil grade spread positions through January 2014, which hedge anticipated purchases and sales of crude oil. These derivatives are grade spreads between WTI and various other grades of crude oil including WTS, LLS and Brent. Our use of these derivatives does not expose us to outright price risk. | |||||||||||||||||||||||||||
· An average of 2,500 barrels per day (total of 1.4 million barrels) of butane/WTI spread positions, which hedge specific butane sales contracts that are priced as a percentage of WTI through March 2015. | |||||||||||||||||||||||||||
· A net long position of approximately 1.3 Bcf through April 2016 related to anticipated base gas requirements. | |||||||||||||||||||||||||||
· A short position of approximately 29.4 Bcf through January 2014 related to anticipated sales of natural gas inventory. | |||||||||||||||||||||||||||
· A short position of approximately 10.7 million barrels through March 2015 related to the anticipated sales of our crude oil, NGL and refined products inventory. | |||||||||||||||||||||||||||
Storage Capacity Utilization — We own a significant amount of crude oil, NGL and refined products storage capacity other than that used in our transportation operations. This storage may be leased to third parties or utilized in our own supply and logistics activities, including for the storage of inventory in a contango market. For capacity allocated to our supply and logistics operations, we have utilization risk in a backwardated market structure. As of September 30, 2013, we used derivatives to manage the risk of not utilizing approximately 2.2 million barrels per month of storage capacity through December 2013. These positions involve no outright price exposure, but instead enable us to profitably use the capacity to store hedged crude oil. | |||||||||||||||||||||||||||
Pipeline Loss Allowance Oil — As is common in the pipeline transportation industry, our tariffs incorporate a loss allowance factor that is intended to offset losses due to evaporation, measurement and other losses in transit. We utilize derivative instruments to hedge a portion of the anticipated sales of the allowance oil that is to be collected under our tariffs. As of September 30, 2013, our PLA hedges included a net short position for an average of approximately 1,700 barrels per day (total of 1.4 million barrels) through December 2015 and a long call option position of approximately 0.6 million barrels through December 2015. | |||||||||||||||||||||||||||
Natural Gas Processing/NGL Fractionation — As part of our supply and logistics activities, we purchase natural gas for processing and NGL mix for fractionation, and we sell the resulting individual specification products (including ethane, propane, butane and condensate). In conjunction with these activities, we hedge the price risk associated with the purchase of the natural gas and the subsequent sale of the individual specification products. As of September 30, 2013, we had a long natural gas position of approximately 16.3 Bcf through March 2015, a short propane position of approximately 2.9 million barrels through March 2015, a short butane position of approximately 0.9 million barrels through March 2015 and a short WTI position of approximately 0.3 million barrels through March 2015. In addition, we had a long power position of 0.5 million megawatt hours which hedges a portion of our power supply requirements at our natural gas processing and fractionation plants through December 2015. | |||||||||||||||||||||||||||
All of our commodity derivatives that qualify for hedge accounting are designated as cash flow hedges. We have determined that substantially all of our physical purchase and sale agreements qualify for the NPNS exclusion. Physical commodity contracts that meet the definition of a derivative but are ineligible, or not designated, for the NPNS scope exception are recorded on the balance sheet at fair value, with changes in fair value recognized in earnings. | |||||||||||||||||||||||||||
Interest Rate Risk Hedging | |||||||||||||||||||||||||||
We use interest rate derivatives to hedge interest rate risk associated with anticipated debt issuances and outstanding debt instruments. The derivative instruments we use to manage this risk consist primarily of interest rate swaps and treasury locks. As of September 30, 2013, AOCI includes deferred losses of approximately $76 million that relate to open and terminated interest rate derivatives that were designated for hedge accounting. The terminated interest rate derivatives were cash-settled in connection with the issuance or refinancing of debt agreements. The deferred loss related to these instruments is being amortized to interest expense over the terms of the hedged debt instruments. | |||||||||||||||||||||||||||
We have entered into forward starting interest rate swaps to hedge the underlying benchmark interest rate related to forecasted debt issuances through 2015. The following table summarizes the terms of our forward starting interest rate swaps as of September 30, 2013 (notional amounts in millions): | |||||||||||||||||||||||||||
Hedged Transaction | Number and Types of | Notional | Expected | Average Fixed | Accounting | ||||||||||||||||||||||
Derivatives Employed | Amount | Termination Date | Rate | Treatment | |||||||||||||||||||||||
Anticipated debt offering | 10 forward starting swaps (30-year) | $ | 250 | 6/15/15 | 3.6 | % | Cash flow hedge | ||||||||||||||||||||
Concurrent with our August 2013 senior notes issuance, we terminated five thirty-year forward starting swaps. We received cash proceeds of approximately $11 million, of which a gain of approximately $8 million was deferred in AOCI and a gain of approximately $3 million was recognized in interest expense attributable to the ineffective portion, in connection with the termination of these swaps. | |||||||||||||||||||||||||||
During June 2011 and August 2011, PNG entered into three interest rate swaps to fix the interest rate on a portion of PNG’s outstanding debt. The following table summarizes the terms of these swaps (notional amount in millions): | |||||||||||||||||||||||||||
Hedged Transaction | Number and Types of | Notional | Termination Dates | Average Fixed Rate | Accounting | ||||||||||||||||||||||
Derivatives Employed | Amount | Treatment | |||||||||||||||||||||||||
Floating interest rate payments associated with PNG outstanding debt | 3 floating-to-fixed swaps | $ | 100 | 6/6/14 | 0.95 | % | Cash flow hedge | ||||||||||||||||||||
8/3/14 | |||||||||||||||||||||||||||
Currency Exchange Rate Risk Hedging | |||||||||||||||||||||||||||
Because a significant portion of our Canadian business is conducted in CAD and, at times, a portion of our debt is denominated in CAD, we use foreign currency derivatives to minimize the risks of unfavorable changes in exchange rates. These instruments include foreign currency exchange contracts and forwards. As of September 30, 2013, AOCI includes net deferred gains of approximately $1 million that relate to foreign currency derivatives that were designated for hedge accounting. | |||||||||||||||||||||||||||
As of September 30, 2013, our outstanding foreign currency derivatives include derivatives we use to (i) hedge CAD-denominated interest payments on CAD-denominated intercompany notes, (ii) hedge currency exchange risk associated with USD-denominated commodity purchases and sales in Canada and (iii) hedge currency exchange risk created by the use of USD-denominated commodity derivatives to hedge commodity price risk associated with CAD-denominated commodity purchases and sales. | |||||||||||||||||||||||||||
The following table summarizes our open forward exchange contracts as of September 30, 2013 (in millions): | |||||||||||||||||||||||||||
USD | CAD | Average Exchange Rate USD | |||||||||||||||||||||||||
to CAD | |||||||||||||||||||||||||||
Forward exchange contracts that exchange CAD for USD: | |||||||||||||||||||||||||||
2013 | $ | 283 | $ | 292 | $1.00 - $1.03 | ||||||||||||||||||||||
2014 | 104 | 108 | $1.00 - $1.03 | ||||||||||||||||||||||||
2015 | 9 | 9 | $1.00 - $1.04 | ||||||||||||||||||||||||
$ | 396 | $ | 409 | $1.00 - $1.03 | |||||||||||||||||||||||
Forward exchange contracts that exchange USD for CAD: | |||||||||||||||||||||||||||
2013 | $ | 281 | $ | 290 | $1.00 - $1.03 | ||||||||||||||||||||||
2014 | 104 | 108 | $1.00 - $1.04 | ||||||||||||||||||||||||
2015 | 9 | 9 | $1.00 - $1.06 | ||||||||||||||||||||||||
$ | 394 | $ | 407 | $1.00 - $1.03 | |||||||||||||||||||||||
Net position by currency: | |||||||||||||||||||||||||||
2013 | $ | 2 | $ | 2 | |||||||||||||||||||||||
2014 | — | — | |||||||||||||||||||||||||
2015 | — | — | |||||||||||||||||||||||||
$ | 2 | $ | 2 | ||||||||||||||||||||||||
Summary of Financial Impact | |||||||||||||||||||||||||||
We record all open derivatives on the balance sheet as either assets or liabilities measured at fair value. Changes in the fair value of derivatives are recognized currently in earnings unless specific hedge accounting criteria are met. For derivatives that qualify as cash flow hedges, changes in fair value of the effective portion of the hedges are deferred in AOCI and recognized in earnings in the periods during which the underlying physical transactions are recognized in earnings. Derivatives that do not qualify for hedge accounting and the portion of cash flow hedges that are not highly effective in offsetting changes in cash flows of the hedged items are recognized in earnings each period. Cash settlements associated with our derivative activities are reflected as cash flows from operating activities in our condensed consolidated statements of cash flows. | |||||||||||||||||||||||||||
A summary of the impact of our derivative activities recognized in earnings for the three and nine months ended September 30, 2013 and 2012 is as follows (in millions): | |||||||||||||||||||||||||||
Three Months Ended September 30, 2013 | Three Months Ended September 30, 2012 | ||||||||||||||||||||||||||
Derivatives in Hedging | Derivatives in Hedging | ||||||||||||||||||||||||||
Relationships | Relationships | ||||||||||||||||||||||||||
Location of gain/(loss) | Gain/(loss) | Other | Derivatives | Total | Gain/(loss) | Other | Derivatives | Total | |||||||||||||||||||
reclassified | gain/(loss) | Not | reclassified | gain/(loss) | Not | ||||||||||||||||||||||
from | recognized | Designated | from | recognized | Designated | ||||||||||||||||||||||
AOCI into | in income | as a | AOCI into | in income | as a | ||||||||||||||||||||||
income (1) | Hedge | income (1) | Hedge | ||||||||||||||||||||||||
Commodity Derivatives | |||||||||||||||||||||||||||
Supply and Logistics segment revenues | $ | 109 | $ | — | $ | (91 | ) | $ | 18 | $ | 123 | $ | — | $ | (102 | ) | $ | 21 | |||||||||
Facilities segment revenues | (2 | ) | — | — | (2 | ) | — | — | — | — | |||||||||||||||||
Field operating costs | — | — | 2 | 2 | — | — | 4 | 4 | |||||||||||||||||||
Interest Rate Derivatives | |||||||||||||||||||||||||||
Interest expense | (2 | ) | 3 | — | 1 | (1 | ) | — | — | (1 | ) | ||||||||||||||||
Foreign Currency Derivatives | |||||||||||||||||||||||||||
Supply and Logistics segment revenues | — | — | — | — | — | — | 4 | 4 | |||||||||||||||||||
Other income, net | 1 | — | — | 1 | 1 | — | — | 1 | |||||||||||||||||||
Total Gain/(Loss) on Derivatives Recognized in Net Income | $ | 106 | $ | 3 | $ | (89 | ) | $ | 20 | $ | 123 | $ | — | $ | (94 | ) | $ | 29 | |||||||||
Nine Months Ended September 30, 2013 | Nine Months Ended September 30, 2012 | ||||||||||||||||||||||||||
Derivatives in Hedging | Derivatives in Hedging | ||||||||||||||||||||||||||
Relationships | Relationships | ||||||||||||||||||||||||||
Location of gain/(loss) | Gain/(loss) | Other | Derivatives | Total | Gain/(loss) | Other | Derivatives | Total | |||||||||||||||||||
reclassified | gain/(loss) | Not | reclassified | gain/(loss) | Not | ||||||||||||||||||||||
from | recognized | Designated | from | recognized | Designated | ||||||||||||||||||||||
AOCI into | in income | as a | AOCI into | in income | as a | ||||||||||||||||||||||
income (1) | Hedge | income (1) | Hedge | ||||||||||||||||||||||||
Commodity Derivatives | |||||||||||||||||||||||||||
Supply and Logistics segment revenues | $ | 139 | $ | — | $ | (34 | ) | $ | 105 | $ | 62 | $ | — | $ | 59 | $ | 121 | ||||||||||
Facilities segment revenues | (14 | ) | — | — | (14 | ) | 14 | (1 | ) | — | 13 | ||||||||||||||||
Purchases and related costs | — | — | — | — | 41 | — | — | 41 | |||||||||||||||||||
Field operating costs | — | — | 7 | 7 | — | — | 2 | 2 | |||||||||||||||||||
Interest Rate Derivatives | |||||||||||||||||||||||||||
Interest expense | (5 | ) | 3 | — | (2 | ) | (1 | ) | (1 | ) | — | (2 | ) | ||||||||||||||
Foreign Currency Derivatives | |||||||||||||||||||||||||||
Supply and Logistics segment revenues | — | — | — | — | — | — | 4 | 4 | |||||||||||||||||||
Other income, net | 4 | — | — | 4 | 4 | — | — | 4 | |||||||||||||||||||
Total Gain/(Loss) on Derivatives Recognized in Net Income | $ | 124 | $ | 3 | $ | (27 | ) | $ | 100 | $ | 120 | $ | (2 | ) | $ | 65 | $ | 183 | |||||||||
(1) During the three months ended September 30, 2013, we reclassified losses of approximately $2 million from AOCI to Facilities segment revenues as a result of anticipated hedged transactions that are probable of not occurring. During the nine months ended September 30, 2013, we reclassified gains of approximately $3 million and losses of approximately $1 million from AOCI to Supply and Logistics segment revenues and Facilities segment revenues, respectively, as a result of anticipated hedged transactions that are probable of not occurring. All of our hedged transactions were deemed probable of occurring during the three and nine months ended September 30, 2012. | |||||||||||||||||||||||||||
The following table summarizes the derivative assets and liabilities on our condensed consolidated balance sheet on a gross basis as of September 30, 2013 (in millions): | |||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||
Balance Sheet | Balance Sheet | ||||||||||||||||||||||||||
Location | Fair Value | Location | Fair Value | ||||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||
Commodity derivatives | Other current assets | $ | 3 | Other current assets | $ | (13 | ) | ||||||||||||||||||||
Other long-term assets | 2 | ||||||||||||||||||||||||||
Interest rate derivatives | Other long-term assets | 17 | Other current liabilities | (1 | ) | ||||||||||||||||||||||
Total derivatives designated as hedging instruments | $ | 22 | $ | (14 | ) | ||||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||
Commodity derivatives | Other current assets | $ | 67 | Other current assets | $ | (89 | ) | ||||||||||||||||||||
Other long-term assets | 7 | Other long-term assets | (7 | ) | |||||||||||||||||||||||
Other current liabilities | 1 | Other current liabilities | (4 | ) | |||||||||||||||||||||||
Other long-term liabilities | (1 | ) | |||||||||||||||||||||||||
Foreign currency derivatives | Other current assets | 1 | |||||||||||||||||||||||||
Total derivatives not designated as hedging instruments | $ | 76 | $ | (101 | ) | ||||||||||||||||||||||
Total derivatives | $ | 98 | $ | (115 | ) | ||||||||||||||||||||||
The following table summarizes the derivative assets and liabilities on our condensed consolidated balance sheet on a gross basis as of December 31, 2012 (in millions): | |||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||
Balance Sheet | Balance Sheet | ||||||||||||||||||||||||||
Location | Fair Value | Location | Fair Value | ||||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||
Commodity derivatives | Other current assets | $ | 45 | Other current assets | $ | (23 | ) | ||||||||||||||||||||
Other long-term assets | 11 | Other long-term assets | (1 | ) | |||||||||||||||||||||||
Interest rate derivatives | Other long-term liabilities | (38 | ) | ||||||||||||||||||||||||
Total derivatives designated as hedging instruments | $ | 56 | $ | (62 | ) | ||||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||
Commodity derivatives | Other current assets | $ | 128 | Other current assets | $ | (115 | ) | ||||||||||||||||||||
Other long-term assets | 1 | Other long-term assets | (3 | ) | |||||||||||||||||||||||
Other current liabilities | 4 | Other current liabilities | (7 | ) | |||||||||||||||||||||||
Other long-term liabilities | 2 | Other long-term liabilities | (2 | ) | |||||||||||||||||||||||
Total derivatives not designated as hedging instruments | $ | 135 | $ | (127 | ) | ||||||||||||||||||||||
Total derivatives | $ | 191 | $ | (189 | ) | ||||||||||||||||||||||
Our derivative transactions are governed through ISDA (International Swaps and Derivatives Association) master agreements and clearing brokerage agreements. These agreements include stipulations regarding the right of set off in the event that we or our counterparty default on our performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties. | |||||||||||||||||||||||||||
Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists. Accordingly, we also offset derivative assets and liabilities with amounts associated with cash margin. Our exchange-traded derivatives are transacted through clearing brokerage accounts and are subject to margin requirements as established by the respective exchange. On a daily basis, our account equity (consisting of the sum of our cash balance and the fair value of our open derivatives) is compared to our initial margin requirement resulting in the payment or return of variation margin. As of September 30, 2013, we had a net broker receivable of approximately $164 million (consisting of initial margin of $96 million increased by $68 million of variation margin that had been posted by us). As of December 31, 2012, we had a net broker receivable of approximately $41 million (consisting of initial margin of $69 million reduced by $28 million of variation margin that had been returned to us). | |||||||||||||||||||||||||||
The following tables present information about derivatives and financial assets and liabilities that are subject to offsetting, including enforceable master netting arrangements at September 30, 2013 and December 31, 2012 (in millions): | |||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||
Derivative | Derivative | Derivative | Derivative | ||||||||||||||||||||||||
Asset Positions | Liability Positions | Asset Positions | Liability Positions | ||||||||||||||||||||||||
Netting Adjustments: | |||||||||||||||||||||||||||
Gross position - asset/(liability) | $ | 98 | $ | (115 | ) | $ | 191 | $ | (189 | ) | |||||||||||||||||
Netting adjustment | (110 | ) | 110 | (148 | ) | 148 | |||||||||||||||||||||
Cash collateral paid | 164 | — | 41 | — | |||||||||||||||||||||||
Net position - asset/(liability) | $ | 152 | $ | (5 | ) | $ | 84 | $ | (41 | ) | |||||||||||||||||
Balance Sheet Location After Netting Adjustments: | |||||||||||||||||||||||||||
Other current assets | $ | 133 | $ | — | $ | 76 | $ | — | |||||||||||||||||||
Other long-term assets | 19 | — | 8 | — | |||||||||||||||||||||||
Other current liabilities | — | (4 | ) | — | (3 | ) | |||||||||||||||||||||
Other long-term liabilities | — | (1 | ) | — | (38 | ) | |||||||||||||||||||||
$ | 152 | $ | (5 | ) | $ | 84 | $ | (41 | ) | ||||||||||||||||||
As of September 30, 2013, there was a net loss of approximately $104 million deferred in AOCI including tax effects. The deferred net loss recorded in AOCI is expected to be reclassified to future earnings contemporaneously with (i) the earnings recognition of the underlying hedged commodity transaction, (ii) interest expense accruals associated with underlying debt instruments or (iii) the recognition of a foreign currency gain or loss upon the remeasurement of certain CAD-denominated intercompany balances. Of the total net loss deferred in AOCI at September 30, 2013, we expect to reclassify a net loss of approximately $28 million to earnings in the next twelve months. The remaining deferred loss of approximately $76 million is expected to be reclassified to earnings through 2045. A portion of these amounts are based on market prices as of September 30, 2013; thus, actual amounts to be reclassified will differ and could vary materially as a result of changes in market conditions. | |||||||||||||||||||||||||||
The net deferred gain/(loss), including tax effects, recognized in AOCI for derivatives during the three and nine months ended September 30, 2013 and 2012 are as follows (in millions): | |||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||
Commodity derivatives, net | $ | 66 | $ | 88 | $ | 77 | $ | 88 | |||||||||||||||||||
Interest rate derivatives, net | 12 | 9 | 63 | (19 | ) | ||||||||||||||||||||||
Total | $ | 78 | $ | 97 | $ | 140 | $ | 69 | |||||||||||||||||||
At September 30, 2013 and December 31, 2012, none of our outstanding derivatives contained credit-risk related contingent features that would result in a material adverse impact to us upon any change in our credit ratings. Although we may be required to post margin on our cleared derivatives as described above, we do not require our non-cleared derivative counterparties to post collateral with us. | |||||||||||||||||||||||||||
Recurring Fair Value Measurements | |||||||||||||||||||||||||||
Derivative Financial Assets and Liabilities | |||||||||||||||||||||||||||
The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2013 and December 31, 2012 (in millions): | |||||||||||||||||||||||||||
Fair Value as of September 30, 2013 | Fair Value as of December 31, 2012 | ||||||||||||||||||||||||||
Recurring Fair Value Measures (1) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
Commodity derivatives | $ | (11 | ) | $ | (22 | ) | $ | (1 | ) | $ | (34 | ) | $ | 1 | $ | 35 | $ | 4 | $ | 40 | |||||||
Interest rate derivatives | — | 16 | — | 16 | — | (38 | ) | — | (38 | ) | |||||||||||||||||
Foreign currency derivatives | — | 1 | — | 1 | — | — | — | — | |||||||||||||||||||
Total | $ | (11 | ) | $ | (5 | ) | $ | (1 | ) | $ | (17 | ) | $ | 1 | $ | (3 | ) | $ | 4 | $ | 2 | ||||||
(1) Derivative assets and liabilities are presented above on a net basis but do not include related cash margin deposits. | |||||||||||||||||||||||||||
Level 1 | |||||||||||||||||||||||||||
Level 1 of the fair value hierarchy includes exchange-traded commodity derivatives such as futures and options. The fair value of exchange-traded commodity derivatives is based on unadjusted quoted prices in active markets. | |||||||||||||||||||||||||||
Level 2 | |||||||||||||||||||||||||||
Level 2 of the fair value hierarchy includes exchange-cleared commodity derivatives and over-the-counter commodity, interest rate and foreign currency derivatives that are traded in active markets. The fair value of these derivatives is based on broker price quotations which are corroborated with market observable inputs. | |||||||||||||||||||||||||||
Level 3 | |||||||||||||||||||||||||||
Level 3 of the fair value hierarchy includes over-the-counter commodity derivatives that are traded in markets that are active but not sufficiently active to warrant level 2 classification in our judgment and certain physical commodity contracts. The fair value of our level 3 over-the-counter commodity derivatives is based on broker price quotations. The fair value of our level 3 physical commodity contracts is based on a valuation model utilizing broker-quoted forward commodity prices, and timing estimates, which involve management judgment. The significant unobservable inputs used in the fair value measurement of our level 3 derivatives are forward prices obtained from brokers. A significant increase (decrease) in these forward prices would result in a proportionately lower (higher) fair value measurement. | |||||||||||||||||||||||||||
Rollforward of Level 3 Net Asset/(Liability) | |||||||||||||||||||||||||||
The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our derivatives classified as level 3 (in millions): | |||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||
Beginning Balance | $ | 4 | $ | 36 | $ | 4 | $ | 12 | |||||||||||||||||||
Total gains/(losses) for the period: | |||||||||||||||||||||||||||
Included in earnings (1) | (4 | ) | (9 | ) | (1 | ) | (1 | ) | |||||||||||||||||||
Included in other comprehensive income | — | — | — | 3 | |||||||||||||||||||||||
Settlements | (1 | ) | (4 | ) | (3 | ) | (18 | ) | |||||||||||||||||||
Derivatives entered into during the period | — | 1 | (1 | ) | 23 | ||||||||||||||||||||||
Transfers out of level 3 | — | (14 | ) | — | (9 | ) | |||||||||||||||||||||
Ending Balance | $ | (1 | ) | $ | 10 | $ | (1 | ) | $ | 10 | |||||||||||||||||
Change in unrealized gains/(losses) included in earnings relating to level 3 derivatives still held at the end of the periods | $ | (4 | ) | $ | (8 | ) | $ | (1 | ) | $ | 25 | ||||||||||||||||
(1) We reported unrealized gains and losses associated with level 3 commodity derivatives in our condensed consolidated statements of operations as Supply and Logistics segment revenues. | |||||||||||||||||||||||||||
During the third quarter of 2012, we transferred commodity derivatives with an aggregate fair value of a $14 million gain from level 3 to level 2. These derivatives consist of over the counter derivatives that were previously valued using forward prices obtained from a broker and are now being valued using unadjusted quoted prices in active markets. Our policy is to recognize transfers between levels as of the beginning of the reporting period in which the transfer occurred. | |||||||||||||||||||||||||||
During the second quarter of 2012, we transferred commodity derivatives with an aggregate fair value of a $5 million loss from level 3 to level 2. These derivatives consist of NGL derivatives that are cleared through the CME Clearport platform. This transfer resulted from additional analysis regarding the CME’s pricing methodology. | |||||||||||||||||||||||||||
We believe that a proper analysis of our level 3 gains or losses must incorporate the understanding that these items are generally used to hedge our commodity price risk, interest rate risk and foreign currency exchange risk and will therefore be offset by gains or losses on the underlying transactions. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
Note 12—Commitments and Contingencies | |
Litigation | |
General. In the ordinary course of business, we are involved in various legal proceedings. To the extent we are able to assess the likelihood of a negative outcome for these proceedings, our assessments of such likelihood range from remote to probable. If we determine that a negative outcome is probable and the amount of loss is reasonably estimable, we accrue the estimated amount. We do not believe that the outcome of these legal proceedings, individually or in the aggregate and including the general and environmental legal proceedings described below, will have a material adverse effect on our financial condition, results of operations or cash flows. | |
Pemex Exploración y Producción v. Big Star Gathering Ltd L.L.P. et al. In two cases filed in the Texas Southern District Court in May 2011 and April 2012, Pemex Exploración y Producción (“PEP”) alleges that certain parties stole condensate from pipelines and gathering stations and conspired with U.S. companies (primarily in Texas) to import and market the stolen condensate. PEP does not allege that Plains was part of any conspiracy, but that it dealt in the condensate only after it had been obtained by others and resold to Plains Marketing, L.P. PEP seeks actual damages, attorney’s fees, and statutory penalties from Plains Marketing, L.P. At a hearing held on October 20, 2011, the Court ruled that Texas law (not Mexican law) governs the actions. In February 2013, the Court granted Plains Marketing, L.P.’s motion to be dismissed from the April 2012 lawsuit and Plains Marketing, L.P. filed a motion for summary judgment in the May 2011 lawsuit. In October 2013, the Court issued an order in the May 2011 lawsuit granting summary judgment in favor of Plains Marketing, L.P. with respect to all of PEP’s remaining claims against Plains Marketing, L.P.; shortly thereafter, PEP notified Plains Marketing, L.P. of its intent to appeal such ruling. | |
Proposed Merger with PNG | |
On September 13, 2013, Robert and Teresa Vicars, purported common unitholders of PNG, filed a class action petition on behalf of PNG’s common unitholders and a derivative suit on behalf of PNG against PAA, PNG’s general partner and the directors of PNG’s general partner in the 152nd Judicial District of Harris County, Texas (“Vicars”). A similar class action complaint was filed against the same defendants, together with PAA GP LLC, Plains All American GP LLC and Plains AAP, L.P., on September 17, 2013, in the Court of Chancery of the State of Delaware by purported PNG common unitholder Stephen Ellman (“Ellman”). A third class action complaint for breach of fiduciary duties was filed against the same defendants as in the Ellman Suit on October 2, 2013, in the United States District Court for the Southern District of Texas — Houston Division by purported unitholder The Duckpond CRT UTD 2/14/03, on behalf of itself and all others similarly situated (“Duckpond”). | |
The Vicars and Ellman complaints allege, among other things, that the consideration offered by us is unfair and inadequate and that, by pursuing a transaction that is the result of an allegedly conflicted and unfair process, the defendants have breached their duties under PNG’s partnership agreement as well as the implied covenant of good faith and fair dealing, and are engaging in self-dealing. These two lawsuits generally allege that: (i) the defendants are engaging in self-dealing, are not acting in good faith toward PNG, and have breached and are breaching their duties owed to PNG; (ii) the defendants are failing to properly value PNG and its various assets and operations and are ignoring or are not protecting against the numerous conflicts of interest arising out of the proposed transaction; and (iii) we, PNG’s general partner, PNG and other of our affiliates have aided and abetted the defendant directors the purpose of advancing their own interests and/or assisting such directors in connection with their breaches of their respective duties. In addition, Ellman further includes (i) purported derivative claims on behalf of PNG based on the alleged breaches of duties by the defendants and (ii) a claim that the defendants breached the implied covenant of good faith and fair dealing by engaging in a flawed merger process. In Duckpond, the complaint alleges, among other things, that the implied price per unit materially undervalues PNG and is unfair to its unitholders. The Duckpond plaintiff further alleges that the defendants who are directors and officers of the general partner of PNG have breached their fiduciary duties of loyalty and care and the other defendants have aided and abetted in these alleged breaches. Based on these allegations, the plaintiffs generally seek to enjoin the defendants from proceeding with or consummating the merger. To the extent that the merger is implemented before relief is granted, plaintiffs seek to have the merger rescinded. The plaintiffs also seek money damages and attorneys’ fees. In Duckpond, that plaintiff also seeks a constructive trust in favor of the purported class of PNG unitholders upon any benefits improperly received by the defendants. | |
We cannot predict the outcome of these or any other lawsuits that might be filed, nor can we predict the amount of time and expense that will be required to resolve these lawsuits. We intend to defend vigorously against these and any other actions. See Note 1 for a description of our proposal to acquire all of the outstanding common units of PNG that are held by unitholders other than us or our subsidiaries and to structure the proposed transaction as a merger with PNG. | |
Environmental | |
General. Although we believe that our efforts to enhance our leak prevention and detection capabilities have produced positive results, we have experienced (and likely will experience future) releases of hydrocarbon products into the environment from our pipeline and storage operations. These releases can result from unpredictable man-made or natural forces and may reach “navigable waters” or other sensitive environments. Whether current or past, damages and liabilities associated with any such releases from our assets may substantially affect our business. | |
At September 30, 2013, our estimated undiscounted reserve for environmental liabilities totaled approximately $99 million, of which approximately $13 million was classified as short-term and approximately $86 million was classified as long-term. At December 31, 2012, our reserve for environmental liabilities totaled approximately $96 million, of which approximately $13 million was classified as short-term and approximately $83 million was classified as long-term. The short- and long-term environmental liabilities referenced above are reflected in “Accounts payable and accrued liabilities” and “Other long-term liabilities and deferred credits,” respectively, on our condensed consolidated balance sheets. At September 30, 2013 and December 31, 2012, we had recorded receivables totaling approximately $10 million and $42 million, respectively, for amounts probable of recovery under insurance and from third parties under indemnification agreements, which are predominantly reflected in “Trade accounts receivable and other receivables, net” on our condensed consolidated balance sheets. | |
In some cases, the actual cash expenditures may not occur for three to five years. Our estimates used in these reserves are based on information currently available to us and our assessment of the ultimate outcome. Among the many uncertainties that impact our estimates are the necessary regulatory approvals for, and potential modification of, our remediation plans, the limited amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional liabilities. Therefore, although we believe that the reserve is adequate, costs incurred may be in excess of the reserve and may potentially have a material adverse effect on our financial condition, results of operations or cash flows. | |
Rainbow Pipeline Release. During April 2011, we experienced a crude oil release of approximately 28,000 barrels of crude oil on a remote section of our Rainbow Pipeline located in Alberta, Canada. Since the release and through September 30, 2013, we spent approximately $70 million, before insurance recoveries, in connection with site clean-up, reclamation and remediation activities, and as of September 30, 2013, we did not have any material outstanding liabilities or insurance receivables relating to this release. On February 26, 2013, the Alberta Energy Regulator (formerly known as the Energy Resources Conservation Board of Alberta) (“AER”) issued a report detailing four enforcement actions against Plains Midstream Canada ULC (“PMC”) for failure to comply with certain regulatory requirements in connection with the release, including requirements related to operations and maintenance procedures, leak detection and response, backfill and compaction procedures and emergency response plan testing. PMC is in the process of taking appropriate actions necessary to respond to and comply with the enforcement actions set forth in the report, including the implementation of additional risk assessment procedures and the taking of other actions designed to minimize the risk that similar incidents occur in the future and enhance the effectiveness of PMC’s response to any such future incidents. In addition, on April 23, 2013, the Alberta Crown Prosecutor filed civil charges under the Environmental Protection and Enhancement Act against PMC relating to the release. To date, PMC has not been assessed any fines or penalties related to this release; however, such fines or penalties may be assessed in the future and are not expected to be material. | |
Rangeland Pipeline Release. During June 2012, we experienced a crude oil release on a section of our Rangeland Pipeline located near Sundre, Alberta, Canada. Approximately 3,000 barrels were released into the Red Deer River and were contained downstream in the Gleniffer Reservoir. Remediation activities in the reservoir area were completed by June 30, 2012, remediation of the remaining impacted areas was completed by September 30, 2012 and interim closure was received from the applicable regulatory agencies. Monitoring will continue into 2013, and a long-term monitoring plan has been developed and implemented in accordance with regulatory requirements. Through September 30, 2013, we spent approximately $46 million, before insurance recoveries, in connection with site clean-up, reclamation and remediation activities, and as of September 30, 2013, we did not have any material outstanding liabilities or insurance receivables relating to this release. This release is currently under investigation by the AER, which also intends to perform an audit of PMC’s operations. Although the AER’s final investigation is not complete, on July 4, 2013, the AER issued a report detailing four enforcement actions against PMC citing failure to inspect water crossings, failure to complete an engineering assessment to determine suitability of continued operation of the Rangeland Pipeline, failure to maintain updated emergency response plans, and failure to conduct regular public awareness programs. The AER also issued an order under Section 22 of the Oil and Gas Conservation Act imposing additional regulatory requirements on PMC with respect to obtaining operating approvals under such Act and ordering audit of PMC’s operations. To date, no fines or penalties have been assessed against PMC with respect to this release; however, it is possible that fines or penalties may be assessed against PMC in the future and are not expected to be material. | |
Bay Springs Pipeline Release. During February 2013, we experienced a crude oil release of approximately 120 barrels on a portion of one of our pipelines near Bay Springs, Mississippi. Most of the released oil was contained within our pipeline right of way, but some of the released oil entered a nearby waterway where it was contained with booms. The EPA has issued an administrative order requiring us to take various actions in response to the release, including remediation, reporting and other actions, and we may be subjected to a civil penalty. The aggregate cost to clean up and remediate the site was approximately $6 million, which has been recognized in “Field operating costs” on our condensed consolidated statement of operations. | |
Kemp River Pipeline Release. During May and June 2013, two separate releases were discovered on our Kemp River pipeline in Northern Alberta, Canada that, in the aggregate, resulted in the release of approximately 700 barrels of condensate and light crude oil. Clean-up and remediation activities are being conducted in cooperation with the applicable regulatory agencies. We estimate that the aggregate clean-up and remediation costs associated with these releases will be approximately $15 million which we have accrued to “Field operating costs” on our condensed consolidated statement of operations. |
Operating_Segments
Operating Segments | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Operating Segments | ' | |||||||||||||
Operating Segments | ' | |||||||||||||
Note 13—Operating Segments | ||||||||||||||
We manage our operations through three operating segments: (i) Transportation, (ii) Facilities and (iii) Supply and Logistics. Our Chief Operating Decision Maker (our Chief Executive Officer) evaluates segment performance based on measures including segment profit and maintenance capital investment. We define segment profit as revenues and equity earnings in unconsolidated entities less (i) purchases and related costs, (ii) field operating costs and (iii) segment general and administrative expenses. Each of the items above excludes depreciation and amortization. The following table reflects certain financial data for each segment for the periods indicated (in millions): | ||||||||||||||
Transportation | Facilities | Supply | Total | |||||||||||
and Logistics | ||||||||||||||
Three Months Ended September 30, 2013 | ||||||||||||||
Revenues: | ||||||||||||||
External Customers | $ | 179 | $ | 138 | $ | 10,386 | $ | 10,703 | ||||||
Intersegment (1) | 199 | 142 | — | 341 | ||||||||||
Total revenues of reportable segments | $ | 378 | $ | 280 | $ | 10,386 | $ | 11,044 | ||||||
Equity earnings in unconsolidated entities | $ | 19 | $ | — | $ | — | $ | 19 | ||||||
Segment profit (2) (3) | $ | 198 | $ | 146 | $ | 64 | $ | 408 | ||||||
Maintenance capital | $ | 29 | $ | 6 | $ | 7 | $ | 42 | ||||||
Three Months Ended September 30, 2012 | ||||||||||||||
Revenues: | ||||||||||||||
External Customers | $ | 150 | $ | 156 | $ | 9,048 | $ | 9,354 | ||||||
Intersegment (1) | 214 | 106 | 1 | 321 | ||||||||||
Total revenues of reportable segments | $ | 364 | $ | 262 | $ | 9,049 | $ | 9,675 | ||||||
Equity earnings in unconsolidated entities | $ | 9 | $ | — | $ | — | $ | 9 | ||||||
Segment profit (2) (3) | $ | 184 | $ | 140 | $ | 142 | $ | 466 | ||||||
Maintenance capital | $ | 26 | $ | 17 | $ | 4 | $ | 47 | ||||||
Transportation | Facilities | Supply | Total | |||||||||||
and Logistics | ||||||||||||||
Nine Months Ended September 30, 2013 | ||||||||||||||
Revenues: | ||||||||||||||
External Customers | $ | 517 | $ | 558 | $ | 30,542 | $ | 31,617 | ||||||
Intersegment (1) | 594 | 425 | 2 | 1,021 | ||||||||||
Total revenues of reportable segments | $ | 1,111 | $ | 983 | $ | 30,544 | $ | 32,638 | ||||||
Equity earnings in unconsolidated entities | $ | 42 | $ | — | $ | — | $ | 42 | ||||||
Segment profit (2) (3) | $ | 522 | $ | 445 | $ | 673 | $ | 1,640 | ||||||
Maintenance capital | $ | 84 | $ | 23 | $ | 17 | $ | 124 | ||||||
Nine Months Ended September 30, 2012 | ||||||||||||||
Revenues: | ||||||||||||||
External Customers | $ | 458 | $ | 533 | $ | 27,367 | $ | 28,358 | ||||||
Intersegment (1) | 585 | 252 | 1 | 838 | ||||||||||
Total revenues of reportable segments | $ | 1,043 | $ | 785 | $ | 27,368 | $ | 29,196 | ||||||
Equity earnings in unconsolidated entities | $ | 25 | $ | — | $ | — | $ | 25 | ||||||
Segment profit (2) (3) | $ | 516 | $ | 344 | $ | 544 | $ | 1,404 | ||||||
Maintenance capital | $ | 78 | $ | 34 | $ | 11 | $ | 123 | ||||||
(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. For further discussion, see “Analysis of Operating Segments” under Item 7 of our 2012 Annual Report on Form 10-K. | ||||||||||||||
(2) Supply and Logistics segment profit includes interest expense (related to hedged inventory) of approximately $8 million and $3 million for the three months ended September 30, 2013 and 2012, respectively, and approximately $21 million and $9 million for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||
(3) The following table reconciles segment profit to net income attributable to Plains (in millions): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Segment profit | $ | 408 | $ | 466 | $ | 1,640 | $ | 1,404 | ||||||
Depreciation and amortization | (93 | ) | (210 | ) | (265 | ) | (356 | ) | ||||||
Interest expense | (72 | ) | (74 | ) | (224 | ) | (214 | ) | ||||||
Other income, net | 3 | 4 | 2 | 6 | ||||||||||
Income tax expense | (9 | ) | (13 | ) | (79 | ) | (43 | ) | ||||||
Net income | 237 | 173 | 1,074 | 797 | ||||||||||
Net income attributable to noncontrolling interests | (6 | ) | (8 | ) | (22 | ) | (23 | ) | ||||||
Net income attributable to Plains | $ | 231 | $ | 165 | $ | 1,052 | $ | 774 |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Related Party Transactions | ' | |||||||||||||
Related Party Transactions | ' | |||||||||||||
Note 14—Related Party Transactions | ||||||||||||||
See Note 14 to our Consolidated Financial Statements included in Part IV of our 2012 Annual Report on Form 10-K for a complete discussion of our related party transactions. | ||||||||||||||
Occidental Petroleum Corporation | ||||||||||||||
As of September 30, 2013, a subsidiary of Occidental Petroleum Corporation (“Oxy”) owned approximately 35% of our general partner interest and had a representative on the board of directors of Plains All American GP LLC. In October 2013, in conjunction with the PAGP initial public offering, Oxy sold a portion of its interest in our general partner, decreasing its ownership to approximately 25%. During the three and nine months ended September 30, 2013 and 2012, we recognized sales and transportation revenues and purchased petroleum products from companies affiliated with Oxy. These transactions were conducted at posted tariff rates or prices that we believe approximate market. See detail below (in millions): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Revenues | $ | 441 | $ | 383 | $ | 1,135 | $ | 1,435 | ||||||
Purchases and related costs | $ | 229 | $ | 138 | $ | 604 | $ | 416 | ||||||
We currently have a netting arrangement with Oxy. Our gross receivable and payable amounts with affiliates of Oxy were as follows (in millions): | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Trade accounts receivable and other receivables | $ | 307 | $ | 231 | ||||||||||
Accounts payable | $ | 238 | $ | 129 |
Impairments
Impairments | 9 Months Ended |
Sep. 30, 2013 | |
Impairments | ' |
Impairments | ' |
Note 15—Impairments | |
During the third quarter of 2012, we recognized losses on impairments of long-lived assets of approximately $125 million, primarily related to our Pier 400 terminal project, which is reflected in “Depreciation and amortization” on our condensed consolidated statement of operations. This project, which we acquired in late 2006 by virtue of our merger with Pacific Energy Partners, L.P., was to develop a deepwater petroleum import terminal at Pier 400 and Terminal Island in the Port of Los Angeles to handle marine receipts of crude oil and refinery feedstock. During the third quarter of 2012, we decided not to proceed with the development of this project. A number of factors contributed to the uncertainties with respect to financial returns and the determination not to proceed with the project, including project delays, the economic downturn, regulatory and permitting hurdles, a challenging refining environment in California and an industry shift in the outlook for availability of domestic crude oil. We assessed the recoverability of these long-lived assets and, where necessary, performed further analysis based on a projected discounted cash flow methodology. As a result of this impairment review, we wrote off a substantial portion of the carrying amount of these long-lived assets, except for the portion that we anticipate we will recover. These project assets were included in our Facilities segment. | |
During the three and nine months ended September 30, 2013, we recognized impairments of approximately $8 million and $15 million, respectively, related predominantly to assets taken out of service and canceled projects. |
Inventory_Linefill_and_Base_Ga1
Inventory, Linefill and Base Gas and Long-term Inventory (Tables) | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Inventory, Linefill and Base Gas and Long-term Inventory | ' | |||||||||||||||||||||
Components of inventory, linefill and base gas and long-term inventory | ' | |||||||||||||||||||||
Inventory, linefill and base gas and long-term inventory consisted of the following as of the dates indicated (barrels and natural gas volumes in thousands and carrying value in millions): | ||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | |||||||||||||||||||||
Unit of | Carrying | Price/ | Unit of | Carrying | Price/ | |||||||||||||||||
Volumes | Measure | Value | Unit (1) | Volumes | Measure | Value | Unit (1) | |||||||||||||||
Inventory | ||||||||||||||||||||||
Crude oil | 5,624 | barrels | $ | 535 | $ | 95.13 | 9,492 | barrels | $ | 737 | $ | 77.64 | ||||||||||
NGL | 13,767 | barrels | 539 | $ | 39.15 | 9,472 | barrels | 388 | $ | 40.96 | ||||||||||||
Natural gas | 29,443 | Mcf | 101 | $ | 3.43 | 20,374 | Mcf | 60 | $ | 2.94 | ||||||||||||
Other | N/A | 23 | N/A | N/A | 24 | N/A | ||||||||||||||||
Inventory subtotal | 1,198 | 1,209 | ||||||||||||||||||||
Linefill and base gas | ||||||||||||||||||||||
Crude oil | 10,520 | barrels | 645 | $ | 61.31 | 9,919 | barrels | 583 | $ | 58.78 | ||||||||||||
NGL | 1,345 | barrels | 64 | $ | 47.58 | 1,400 | barrels | 70 | $ | 50 | ||||||||||||
Natural gas | 17,615 | Mcf | 61 | $ | 3.46 | 15,755 | Mcf | 54 | $ | 3.43 | ||||||||||||
Linefill and base gas subtotal | 770 | 707 | ||||||||||||||||||||
Long-term inventory | ||||||||||||||||||||||
Crude oil | 2,134 | barrels | 167 | $ | 78.26 | 1,962 | barrels | 149 | $ | 75.94 | ||||||||||||
NGL | 1,161 | barrels | 51 | $ | 43.93 | 3,238 | barrels | 125 | $ | 38.6 | ||||||||||||
Long-term inventory subtotal | 218 | 274 | ||||||||||||||||||||
Total | $ | 2,186 | $ | 2,190 | ||||||||||||||||||
(1) Price per unit of measure represents a weighted average associated with various grades, qualities and locations. Accordingly, these prices may not coincide with any published benchmarks for such products. | ||||||||||||||||||||||
Goodwill_Tables
Goodwill (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Goodwill | ' | |||||||||||||
Schedule of goodwill by segment and changes during the period | ' | |||||||||||||
The table below reflects our goodwill by segment and changes during the period indicated (in millions): | ||||||||||||||
Transportation | Facilities | Supply and Logistics | Total | |||||||||||
Balance at December 31, 2012 | $ | 897 | $ | 1,171 | $ | 467 | $ | 2,535 | ||||||
2013 Goodwill Related Activity: | ||||||||||||||
Acquisitions | 6 | — | — | 6 | ||||||||||
Foreign currency translation adjustments | (10 | ) | (5 | ) | (2 | ) | (17 | ) | ||||||
Purchase price accounting adjustments and other (1) | (5 | ) | — | — | (5 | ) | ||||||||
Balance at September 30, 2013 | $ | 888 | $ | 1,166 | $ | 465 | $ | 2,519 | ||||||
(1) Goodwill is recorded at the acquisition date based on a preliminary fair value determination. This preliminary goodwill balance may be adjusted when the fair value determination is finalized. | ||||||||||||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt | ' | |||||||
Components of debt | ' | |||||||
Debt consisted of the following as of the dates indicated (in millions): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
SHORT-TERM DEBT | ||||||||
Credit Facilities (1): | ||||||||
PAA senior secured hedged inventory facility, bearing a weighted-average interest rate of 1.6% at December 31, 2012 (2) | $ | — | $ | 665 | ||||
PAA senior unsecured revolving credit facility, bearing a weighted-average interest rate of 2.4% at December 31, 2012 (2) | — | 92 | ||||||
PNG senior unsecured revolving credit facility, bearing a weighted-average interest rate of 2.0% and 2.1% at September 30, 2013 and December 31, 2012, respectively (3) | 46 | 77 | ||||||
Commercial paper notes, bearing a weighted-average interest rate of 0.25% at September 30, 2013 (2) | 319 | — | ||||||
5.63% senior notes due December 2013 (4) | 250 | 250 | ||||||
Other | 4 | 2 | ||||||
Total short-term debt | 619 | 1,086 | ||||||
LONG-TERM DEBT | ||||||||
Senior notes, net of unamortized discounts of $15 at both September 30, 2013 and December 31, 2012 (5) | 6,710 | 6,010 | ||||||
Credit Facilities and Other Long-Term Debt (1): | ||||||||
PNG senior unsecured revolving credit facility, bearing a weighted-average interest rate of 2.0% and 2.1% at September 30, 2013 and December 31, 2012, respectively (3) | 103 | 105 | ||||||
PNG GO Bond term loans, bearing a weighted-average interest rate of 1.5% at both September 30, 2013 and December 31, 2012 | 200 | 200 | ||||||
Other | 5 | 5 | ||||||
Total long-term debt | 7,018 | 6,320 | ||||||
Total debt (2) (3) (6) | $ | 7,637 | $ | 7,406 | ||||
(1) In August 2013, we renewed and extended our principal bank credit facilities. See “Credit Facilities” below for further discussion. | ||||||||
(2) We classify as short-term certain borrowings under our commercial paper program, PAA senior unsecured revolving credit facility and PAA senior secured hedged inventory facility. These borrowings are primarily designated as working capital borrowings, must be repaid within one year and are primarily for hedged NGL and crude oil inventory and NYMEX and ICE margin deposits. | ||||||||
(3) PNG classifies as short-term debt any borrowings under the PNG senior unsecured revolving credit facility that have been designated as working capital borrowings and must be repaid within one year. Such borrowings are primarily related to a portion of PNG’s hedged natural gas inventory. | ||||||||
(4) Our $250 million 5.63% senior notes will mature in December 2013 and are thus classified as short-term at September 30, 2013 and December 31, 2012. | ||||||||
(5) In August 2013, we completed the issuance of $700 million, 3.85% senior notes due 2023 at a public offering price of 99.792%. Interest payments are due on April 15 and October 15 of each year, commencing on April 15, 2014. | ||||||||
(6) Our fixed-rate senior notes (including current maturities) had a face value of approximately $7.0 billion and $6.3 billion at September 30, 2013 and December 31, 2012, respectively. We estimated the aggregate fair value of these notes as of September 30, 2013 and December 31, 2012 to be approximately $7.5 billion and $7.3 billion, respectively. Our fixed-rate senior notes are traded among institutions, and these trades are routinely published by a reporting service. Our determination of fair value is based on reported trading activity near quarter end. We estimate that the carrying value of outstanding borrowings under our credit agreements and commercial paper program approximates fair value as interest rates reflect current market rates. The fair value estimates for our senior notes and borrowings under our credit agreements and commercial paper program are based upon observable market data and are classified within level 2 of the fair value hierarchy. |
Net_Income_Per_Limited_Partner1
Net Income Per Limited Partner Unit (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Net Income Per Limited Partner Unit | ' | |||||||||||||
Computation of basic and diluted earnings per limited partner unit | ' | |||||||||||||
The following table sets forth the computation of basic and diluted earnings per limited partner unit for the three and nine months ended September 30, 2013 and 2012 (in millions, except per unit data): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Basic Net Income per Limited Partner Unit | ||||||||||||||
Net income attributable to Plains | $ | 231 | $ | 165 | $ | 1,052 | $ | 774 | ||||||
General partner’s incentive distribution (1) | (95 | ) | (74 | ) | (272 | ) | (208 | ) | ||||||
General partner 2% ownership (1) | (3 | ) | (2 | ) | (16 | ) | (12 | ) | ||||||
Net income available to limited partners | 133 | 89 | 764 | 554 | ||||||||||
Undistributed earnings allocated and distributions to participating securities (1) | (1 | ) | (1 | ) | (5 | ) | (3 | ) | ||||||
Net income available to limited partners in accordance with application of the two-class method for MLPs | $ | 132 | $ | 88 | $ | 759 | $ | 551 | ||||||
Basic weighted average number of limited partner units outstanding | 343 | 329 | 340 | 322 | ||||||||||
Basic net income per limited partner unit | $ | 0.38 | $ | 0.27 | $ | 2.23 | $ | 1.71 | ||||||
Diluted Net Income per Limited Partner Unit | ||||||||||||||
Net income attributable to Plains | $ | 231 | $ | 165 | $ | 1,052 | $ | 774 | ||||||
General partner’s incentive distribution (1) | (95 | ) | (74 | ) | (272 | ) | (208 | ) | ||||||
General partner 2% ownership (1) | (3 | ) | (2 | ) | (16 | ) | (12 | ) | ||||||
Net income available to limited partners | 133 | 89 | 764 | 554 | ||||||||||
Undistributed earnings allocated and distributions to participating securities (1) | (1 | ) | (1 | ) | (4 | ) | (3 | ) | ||||||
Net income available to limited partners in accordance with application of the two-class method for MLPs | $ | 132 | $ | 88 | $ | 760 | $ | 551 | ||||||
Basic weighted average number of limited partner units outstanding | 343 | 329 | 340 | 322 | ||||||||||
Effect of dilutive securities: Weighted average LTIP units | 2 | 2 | 2 | 3 | ||||||||||
Diluted weighted average number of limited partner units outstanding | 345 | 331 | 342 | 325 | ||||||||||
Diluted net income per limited partner unit | $ | 0.38 | $ | 0.27 | $ | 2.22 | $ | 1.7 | ||||||
(1) We calculate net income available to limited partners based on the distributions pertaining to the current period’s net income. After adjusting for the appropriate period’s distributions, the remaining undistributed earnings or excess distributions over earnings, if any, are allocated to the general partner, limited partners and participating securities in accordance with the contractual terms of the partnership agreement and as further prescribed under the two-class method. | ||||||||||||||
Undistributed earnings allocation to IDRs impact on basic and diluted earnings per limited partner unit | ' | |||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Basic net income per limited partner unit impact | $ | — | $ | — | $ | (0.23 | ) | $ | (0.04 | ) | ||||
Diluted net income per limited partner unit impact | $ | — | $ | — | $ | (0.23 | ) | $ | (0.04 | ) |
Partners_Capital_and_Distribut1
Partners' Capital and Distributions (Tables) | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||
Partners' Capital and Distributions | ' | ||||||||||||||||||
Total cash distributions paid or to be paid | ' | ||||||||||||||||||
The following table details the distributions paid during or pertaining to the first nine months of 2013, net of reductions to the general partner’s incentive distributions (in millions, except per unit amounts): | |||||||||||||||||||
Distributions Paid | Distributions | ||||||||||||||||||
Common | General Partner | per limited | |||||||||||||||||
Date Declared | Date Paid or To Be Paid | Units | Incentive | 2% | Total | partner unit | |||||||||||||
October 1, 2013 | November 14, 2013 (1) | $ | 206 | $ | 95 | $ | 4 | $ | 305 | $ | 0.6 | ||||||||
July 8, 2013 | August 14, 2013 | $ | 201 | $ | 91 | $ | 4 | $ | 296 | $ | 0.5875 | ||||||||
April 8, 2013 | May 15, 2013 | $ | 195 | $ | 86 | $ | 4 | $ | 285 | $ | 0.575 | ||||||||
January 7, 2013 | February 14, 2013 | $ | 189 | $ | 81 | $ | 4 | $ | 274 | $ | 0.5625 | ||||||||
(1) Payable to unitholders of record at the close of business on November 1, 2013, for the period July 1, 2013 through September 30, 2013. | |||||||||||||||||||
Schedule of impact of changes in the entity's ownership interest in subsidiary on the entity's capital | ' | ||||||||||||||||||
The following table sets forth the impact upon net income attributable to Plains giving effect to the changes in our ownership interest in PNG, which is recognized in partners’ capital (in millions): | |||||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | ||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||
Net income attributable to Plains | $ | 231 | $ | 165 | $ | 1,052 | $ | 774 | |||||||||||
Transfers to the noncontrolling interests: | |||||||||||||||||||
Increase in capital from sale of PNG units | 2 | — | 8 | — | |||||||||||||||
Change from net income attributable to Plains and net transfers to the noncontrolling interests | $ | 233 | $ | 165 | $ | 1,060 | $ | 774 | |||||||||||
Schedule of changes in noncontrolling interests in partners' capital | ' | ||||||||||||||||||
The following table reflects the changes in the noncontrolling interests in partners’ capital (in millions): | |||||||||||||||||||
Nine Months Ended | |||||||||||||||||||
September 30, | |||||||||||||||||||
2013 | 2012 | ||||||||||||||||||
Beginning balance | $ | 509 | $ | 524 | |||||||||||||||
Net income attributable to noncontrolling interests | 22 | 23 | |||||||||||||||||
Distributions to noncontrolling interests | (37 | ) | (36 | ) | |||||||||||||||
Equity-indexed compensation expense | 3 | 3 | |||||||||||||||||
Distribution equivalent right payments | — | (1 | ) | ||||||||||||||||
Issuance of PNG common units | 32 | — | |||||||||||||||||
Other comprehensive income/(loss): | |||||||||||||||||||
Reclassification adjustments | 6 | (7 | ) | ||||||||||||||||
Net deferred loss on cash flow hedges | (1 | ) | (1 | ) | |||||||||||||||
Ending balance | $ | 534 | $ | 505 |
EquityIndexed_Compensation_Pla1
Equity-Indexed Compensation Plans (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Equity-Indexed Compensation Plans | ' | |||||||||||||
Summary of Class B unit awards | ' | |||||||||||||
Grant Date | ||||||||||||||
Fair Value of Outstanding | ||||||||||||||
Reserved for Future | Outstanding Units | Class B Units (2) | ||||||||||||
Grants (1) | Outstanding (1) | Earned (1) | (in millions) | |||||||||||
Balance at December 31, 2012 | 17,875 | 182,125 | 130,250 | $ | 44 | |||||||||
Granted | (4,500 | ) | 4,500 | — | 7 | |||||||||
Earned | N/A | N/A | 50,125 | N/A | ||||||||||
Balance at September 30, 2013 | 13,375 | 186,625 | 180,375 | $ | 51 | |||||||||
(1) In connection with the initial public offering of PAGP and the recapitalization of Plains AAP, L.P. on October 21, 2013, the number of Class B Units of Plains AAP, L.P. was adjusted; as such, as of such date, the number of Class B Units of Plains AAP, L.P. reserved for future grants, outstanding and earned following this adjustment was 3,483,102 units, 48,642,833 units and 47,013,803 units, respectively. | ||||||||||||||
(2) Of the grant date fair value, approximately $4 million was recognized as expense during the nine months ended September 30, 2013. | ||||||||||||||
Summary of equity compensation activity | ' | |||||||||||||
PAA and PNG LTIP Awards. Our equity compensation activity for LTIP awards denominated in PAA and PNG units is summarized in the following table (units in millions): | ||||||||||||||
PAA Units (1) (2) (3) | PNG Units (4) | |||||||||||||
Units | Weighted Average Grant | Units | Weighted Average Grant | |||||||||||
Date | Date | |||||||||||||
Fair Value per Unit | Fair Value per Unit | |||||||||||||
Outstanding at December 31, 2012 | 6 | $ | 25.55 | 0.9 | $ | 17.49 | ||||||||
Granted | 4.1 | $ | 47.6 | 0.4 | $ | 17.51 | ||||||||
Vested | (1.8 | ) | $ | 24.82 | — | $ | 18.88 | |||||||
Cancelled or forfeited | (0.3 | ) | $ | 36.32 | — | $ | 13.33 | |||||||
Outstanding at September 30, 2013 | 8 | $ | 36.74 | 1.3 | $ | 17.55 | ||||||||
(1) Amounts do not include Class B Units of Plains AAP, L.P. | ||||||||||||||
(2) Amounts include Special PAA Awards. | ||||||||||||||
(3) Approximately 0.5 million PAA common units were issued, net of approximately 0.3 million units withheld for taxes, for PAA units that vested during the nine months ended September 30, 2013. The remaining 1.0 million PAA units that vested were settled in cash. | ||||||||||||||
(4) Less than 0.1 million PNG units vested and less than 0.1 million units were forfeited during the nine months ended September 30, 2013. | ||||||||||||||
Summary of expense recognized and value of vesting related to equity-indexed compensation plans | ' | |||||||||||||
The table below summarizes the expense recognized and the value of vesting (settled both in units and cash) related to our equity-indexed compensation plans and includes both liability-classified and equity-classified awards (in millions): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Equity-indexed compensation expense | $ | 17 | $ | 22 | $ | 96 | $ | 82 | ||||||
LTIP unit-settled vestings (1) | $ | 1 | $ | 2 | $ | 47 | $ | 60 | ||||||
LTIP cash-settled vestings | $ | — | $ | 1 | $ | 61 | $ | 66 | ||||||
DER cash payments | $ | 2 | $ | 2 | $ | 5 | $ | 5 | ||||||
(1) For the nine months ended September 30, 2012, less than $1 million relates to unit-settled vestings that were settled with PNG common units. |
Derivatives_and_Risk_Managemen1
Derivatives and Risk Management Activities (Tables) | 9 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||
Derivative disclosures | ' | ||||||||||||||||||||||||||
Open foreign currency exchange contracts | ' | ||||||||||||||||||||||||||
The following table summarizes our open forward exchange contracts as of September 30, 2013 (in millions): | |||||||||||||||||||||||||||
USD | CAD | Average Exchange Rate USD | |||||||||||||||||||||||||
to CAD | |||||||||||||||||||||||||||
Forward exchange contracts that exchange CAD for USD: | |||||||||||||||||||||||||||
2013 | $ | 283 | $ | 292 | $1.00 - $1.03 | ||||||||||||||||||||||
2014 | 104 | 108 | $1.00 - $1.03 | ||||||||||||||||||||||||
2015 | 9 | 9 | $1.00 - $1.04 | ||||||||||||||||||||||||
$ | 396 | $ | 409 | $1.00 - $1.03 | |||||||||||||||||||||||
Forward exchange contracts that exchange USD for CAD: | |||||||||||||||||||||||||||
2013 | $ | 281 | $ | 290 | $1.00 - $1.03 | ||||||||||||||||||||||
2014 | 104 | 108 | $1.00 - $1.04 | ||||||||||||||||||||||||
2015 | 9 | 9 | $1.00 - $1.06 | ||||||||||||||||||||||||
$ | 394 | $ | 407 | $1.00 - $1.03 | |||||||||||||||||||||||
Net position by currency: | |||||||||||||||||||||||||||
2013 | $ | 2 | $ | 2 | |||||||||||||||||||||||
2014 | — | — | |||||||||||||||||||||||||
2015 | — | — | |||||||||||||||||||||||||
$ | 2 | $ | 2 | ||||||||||||||||||||||||
Impact of derivative activities recognized in earnings | ' | ||||||||||||||||||||||||||
A summary of the impact of our derivative activities recognized in earnings for the three and nine months ended September 30, 2013 and 2012 is as follows (in millions): | |||||||||||||||||||||||||||
Three Months Ended September 30, 2013 | Three Months Ended September 30, 2012 | ||||||||||||||||||||||||||
Derivatives in Hedging | Derivatives in Hedging | ||||||||||||||||||||||||||
Relationships | Relationships | ||||||||||||||||||||||||||
Location of gain/(loss) | Gain/(loss) | Other | Derivatives | Total | Gain/(loss) | Other | Derivatives | Total | |||||||||||||||||||
reclassified | gain/(loss) | Not | reclassified | gain/(loss) | Not | ||||||||||||||||||||||
from | recognized | Designated | from | recognized | Designated | ||||||||||||||||||||||
AOCI into | in income | as a | AOCI into | in income | as a | ||||||||||||||||||||||
income (1) | Hedge | income (1) | Hedge | ||||||||||||||||||||||||
Commodity Derivatives | |||||||||||||||||||||||||||
Supply and Logistics segment revenues | $ | 109 | $ | — | $ | (91 | ) | $ | 18 | $ | 123 | $ | — | $ | (102 | ) | $ | 21 | |||||||||
Facilities segment revenues | (2 | ) | — | — | (2 | ) | — | — | — | — | |||||||||||||||||
Field operating costs | — | — | 2 | 2 | — | — | 4 | 4 | |||||||||||||||||||
Interest Rate Derivatives | |||||||||||||||||||||||||||
Interest expense | (2 | ) | 3 | — | 1 | (1 | ) | — | — | (1 | ) | ||||||||||||||||
Foreign Currency Derivatives | |||||||||||||||||||||||||||
Supply and Logistics segment revenues | — | — | — | — | — | — | 4 | 4 | |||||||||||||||||||
Other income, net | 1 | — | — | 1 | 1 | — | — | 1 | |||||||||||||||||||
Total Gain/(Loss) on Derivatives Recognized in Net Income | $ | 106 | $ | 3 | $ | (89 | ) | $ | 20 | $ | 123 | $ | — | $ | (94 | ) | $ | 29 | |||||||||
Nine Months Ended September 30, 2013 | Nine Months Ended September 30, 2012 | ||||||||||||||||||||||||||
Derivatives in Hedging | Derivatives in Hedging | ||||||||||||||||||||||||||
Relationships | Relationships | ||||||||||||||||||||||||||
Location of gain/(loss) | Gain/(loss) | Other | Derivatives | Total | Gain/(loss) | Other | Derivatives | Total | |||||||||||||||||||
reclassified | gain/(loss) | Not | reclassified | gain/(loss) | Not | ||||||||||||||||||||||
from | recognized | Designated | from | recognized | Designated | ||||||||||||||||||||||
AOCI into | in income | as a | AOCI into | in income | as a | ||||||||||||||||||||||
income (1) | Hedge | income (1) | Hedge | ||||||||||||||||||||||||
Commodity Derivatives | |||||||||||||||||||||||||||
Supply and Logistics segment revenues | $ | 139 | $ | — | $ | (34 | ) | $ | 105 | $ | 62 | $ | — | $ | 59 | $ | 121 | ||||||||||
Facilities segment revenues | (14 | ) | — | — | (14 | ) | 14 | (1 | ) | — | 13 | ||||||||||||||||
Purchases and related costs | — | — | — | — | 41 | — | — | 41 | |||||||||||||||||||
Field operating costs | — | — | 7 | 7 | — | — | 2 | 2 | |||||||||||||||||||
Interest Rate Derivatives | |||||||||||||||||||||||||||
Interest expense | (5 | ) | 3 | — | (2 | ) | (1 | ) | (1 | ) | — | (2 | ) | ||||||||||||||
Foreign Currency Derivatives | |||||||||||||||||||||||||||
Supply and Logistics segment revenues | — | — | — | — | — | — | 4 | 4 | |||||||||||||||||||
Other income, net | 4 | — | — | 4 | 4 | — | — | 4 | |||||||||||||||||||
Total Gain/(Loss) on Derivatives Recognized in Net Income | $ | 124 | $ | 3 | $ | (27 | ) | $ | 100 | $ | 120 | $ | (2 | ) | $ | 65 | $ | 183 | |||||||||
(1) During the three months ended September 30, 2013, we reclassified losses of approximately $2 million from AOCI to Facilities segment revenues as a result of anticipated hedged transactions that are probable of not occurring. During the nine months ended September 30, 2013, we reclassified gains of approximately $3 million and losses of approximately $1 million from AOCI to Supply and Logistics segment revenues and Facilities segment revenues, respectively, as a result of anticipated hedged transactions that are probable of not occurring. All of our hedged transactions were deemed probable of occurring during the three and nine months ended September 30, 2012. | |||||||||||||||||||||||||||
Summary of derivative assets and liabilities on condensed consolidated balance sheet | ' | ||||||||||||||||||||||||||
The following table summarizes the derivative assets and liabilities on our condensed consolidated balance sheet on a gross basis as of September 30, 2013 (in millions): | |||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||
Balance Sheet | Balance Sheet | ||||||||||||||||||||||||||
Location | Fair Value | Location | Fair Value | ||||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||
Commodity derivatives | Other current assets | $ | 3 | Other current assets | $ | (13 | ) | ||||||||||||||||||||
Other long-term assets | 2 | ||||||||||||||||||||||||||
Interest rate derivatives | Other long-term assets | 17 | Other current liabilities | (1 | ) | ||||||||||||||||||||||
Total derivatives designated as hedging instruments | $ | 22 | $ | (14 | ) | ||||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||
Commodity derivatives | Other current assets | $ | 67 | Other current assets | $ | (89 | ) | ||||||||||||||||||||
Other long-term assets | 7 | Other long-term assets | (7 | ) | |||||||||||||||||||||||
Other current liabilities | 1 | Other current liabilities | (4 | ) | |||||||||||||||||||||||
Other long-term liabilities | (1 | ) | |||||||||||||||||||||||||
Foreign currency derivatives | Other current assets | 1 | |||||||||||||||||||||||||
Total derivatives not designated as hedging instruments | $ | 76 | $ | (101 | ) | ||||||||||||||||||||||
Total derivatives | $ | 98 | $ | (115 | ) | ||||||||||||||||||||||
The following table summarizes the derivative assets and liabilities on our condensed consolidated balance sheet on a gross basis as of December 31, 2012 (in millions): | |||||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||||
Balance Sheet | Balance Sheet | ||||||||||||||||||||||||||
Location | Fair Value | Location | Fair Value | ||||||||||||||||||||||||
Derivatives designated as hedging instruments: | |||||||||||||||||||||||||||
Commodity derivatives | Other current assets | $ | 45 | Other current assets | $ | (23 | ) | ||||||||||||||||||||
Other long-term assets | 11 | Other long-term assets | (1 | ) | |||||||||||||||||||||||
Interest rate derivatives | Other long-term liabilities | (38 | ) | ||||||||||||||||||||||||
Total derivatives designated as hedging instruments | $ | 56 | $ | (62 | ) | ||||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||||
Commodity derivatives | Other current assets | $ | 128 | Other current assets | $ | (115 | ) | ||||||||||||||||||||
Other long-term assets | 1 | Other long-term assets | (3 | ) | |||||||||||||||||||||||
Other current liabilities | 4 | Other current liabilities | (7 | ) | |||||||||||||||||||||||
Other long-term liabilities | 2 | Other long-term liabilities | (2 | ) | |||||||||||||||||||||||
Total derivatives not designated as hedging instruments | $ | 135 | $ | (127 | ) | ||||||||||||||||||||||
Total derivatives | $ | 191 | $ | (189 | ) | ||||||||||||||||||||||
Schedule of derivatives assets and liabilities that are subject to offsetting, including enforceable master netting arrangements | ' | ||||||||||||||||||||||||||
The following tables present information about derivatives and financial assets and liabilities that are subject to offsetting, including enforceable master netting arrangements at September 30, 2013 and December 31, 2012 (in millions): | |||||||||||||||||||||||||||
September 30, 2013 | December 31, 2012 | ||||||||||||||||||||||||||
Derivative | Derivative | Derivative | Derivative | ||||||||||||||||||||||||
Asset Positions | Liability Positions | Asset Positions | Liability Positions | ||||||||||||||||||||||||
Netting Adjustments: | |||||||||||||||||||||||||||
Gross position - asset/(liability) | $ | 98 | $ | (115 | ) | $ | 191 | $ | (189 | ) | |||||||||||||||||
Netting adjustment | (110 | ) | 110 | (148 | ) | 148 | |||||||||||||||||||||
Cash collateral paid | 164 | — | 41 | — | |||||||||||||||||||||||
Net position - asset/(liability) | $ | 152 | $ | (5 | ) | $ | 84 | $ | (41 | ) | |||||||||||||||||
Balance Sheet Location After Netting Adjustments: | |||||||||||||||||||||||||||
Other current assets | $ | 133 | $ | — | $ | 76 | $ | — | |||||||||||||||||||
Other long-term assets | 19 | — | 8 | — | |||||||||||||||||||||||
Other current liabilities | — | (4 | ) | — | (3 | ) | |||||||||||||||||||||
Other long-term liabilities | — | (1 | ) | — | (38 | ) | |||||||||||||||||||||
$ | 152 | $ | (5 | ) | $ | 84 | $ | (41 | ) | ||||||||||||||||||
Amounts of gain/(loss) recognized in AOCI on derivatives (effective portion) | ' | ||||||||||||||||||||||||||
The net deferred gain/(loss), including tax effects, recognized in AOCI for derivatives during the three and nine months ended September 30, 2013 and 2012 are as follows (in millions): | |||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||
Commodity derivatives, net | $ | 66 | $ | 88 | $ | 77 | $ | 88 | |||||||||||||||||||
Interest rate derivatives, net | 12 | 9 | 63 | (19 | ) | ||||||||||||||||||||||
Total | $ | 78 | $ | 97 | $ | 140 | $ | 69 | |||||||||||||||||||
Financial assets and liabilities within the fair value hierarchy accounted for at fair value on a recurring basis | ' | ||||||||||||||||||||||||||
The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2013 and December 31, 2012 (in millions): | |||||||||||||||||||||||||||
Fair Value as of September 30, 2013 | Fair Value as of December 31, 2012 | ||||||||||||||||||||||||||
Recurring Fair Value Measures (1) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
Commodity derivatives | $ | (11 | ) | $ | (22 | ) | $ | (1 | ) | $ | (34 | ) | $ | 1 | $ | 35 | $ | 4 | $ | 40 | |||||||
Interest rate derivatives | — | 16 | — | 16 | — | (38 | ) | — | (38 | ) | |||||||||||||||||
Foreign currency derivatives | — | 1 | — | 1 | — | — | — | — | |||||||||||||||||||
Total | $ | (11 | ) | $ | (5 | ) | $ | (1 | ) | $ | (17 | ) | $ | 1 | $ | (3 | ) | $ | 4 | $ | 2 | ||||||
(1) Derivative assets and liabilities are presented above on a net basis but do not include related cash margin deposits. | |||||||||||||||||||||||||||
Reconciliation of changes in fair value of derivatives classified as level 3 | ' | ||||||||||||||||||||||||||
The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our derivatives classified as level 3 (in millions): | |||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||
Beginning Balance | $ | 4 | $ | 36 | $ | 4 | $ | 12 | |||||||||||||||||||
Total gains/(losses) for the period: | |||||||||||||||||||||||||||
Included in earnings (1) | (4 | ) | (9 | ) | (1 | ) | (1 | ) | |||||||||||||||||||
Included in other comprehensive income | — | — | — | 3 | |||||||||||||||||||||||
Settlements | (1 | ) | (4 | ) | (3 | ) | (18 | ) | |||||||||||||||||||
Derivatives entered into during the period | — | 1 | (1 | ) | 23 | ||||||||||||||||||||||
Transfers out of level 3 | — | (14 | ) | — | (9 | ) | |||||||||||||||||||||
Ending Balance | $ | (1 | ) | $ | 10 | $ | (1 | ) | $ | 10 | |||||||||||||||||
Change in unrealized gains/(losses) included in earnings relating to level 3 derivatives still held at the end of the periods | $ | (4 | ) | $ | (8 | ) | $ | (1 | ) | $ | 25 | ||||||||||||||||
(1) We reported unrealized gains and losses associated with level 3 commodity derivatives in our condensed consolidated statements of operations as Supply and Logistics segment revenues. | |||||||||||||||||||||||||||
Forward starting interest rate swaps | ' | ||||||||||||||||||||||||||
Derivative disclosures | ' | ||||||||||||||||||||||||||
Schedule of interest rate risk hedging | ' | ||||||||||||||||||||||||||
The following table summarizes the terms of our forward starting interest rate swaps as of September 30, 2013 (notional amounts in millions): | |||||||||||||||||||||||||||
Hedged Transaction | Number and Types of | Notional | Expected | Average Fixed | Accounting | ||||||||||||||||||||||
Derivatives Employed | Amount | Termination Date | Rate | Treatment | |||||||||||||||||||||||
Anticipated debt offering | 10 forward starting swaps (30-year) | $ | 250 | 6/15/15 | 3.6 | % | Cash flow hedge | ||||||||||||||||||||
Interest Rate Swaps | PNG | ' | ||||||||||||||||||||||||||
Derivative disclosures | ' | ||||||||||||||||||||||||||
Schedule of interest rate risk hedging | ' | ||||||||||||||||||||||||||
The following table summarizes the terms of these swaps (notional amount in millions): | |||||||||||||||||||||||||||
Hedged Transaction | Number and Types of | Notional | Termination Dates | Average Fixed Rate | Accounting | ||||||||||||||||||||||
Derivatives Employed | Amount | Treatment | |||||||||||||||||||||||||
Floating interest rate payments associated with PNG outstanding debt | 3 floating-to-fixed swaps | $ | 100 | 6/6/14 | 0.95 | % | Cash flow hedge | ||||||||||||||||||||
8/3/14 | |||||||||||||||||||||||||||
Operating_Segments_Tables
Operating Segments (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Operating Segments | ' | |||||||||||||
Segment financial data | ' | |||||||||||||
The following table reflects certain financial data for each segment for the periods indicated (in millions): | ||||||||||||||
Transportation | Facilities | Supply | Total | |||||||||||
and Logistics | ||||||||||||||
Three Months Ended September 30, 2013 | ||||||||||||||
Revenues: | ||||||||||||||
External Customers | $ | 179 | $ | 138 | $ | 10,386 | $ | 10,703 | ||||||
Intersegment (1) | 199 | 142 | — | 341 | ||||||||||
Total revenues of reportable segments | $ | 378 | $ | 280 | $ | 10,386 | $ | 11,044 | ||||||
Equity earnings in unconsolidated entities | $ | 19 | $ | — | $ | — | $ | 19 | ||||||
Segment profit (2) (3) | $ | 198 | $ | 146 | $ | 64 | $ | 408 | ||||||
Maintenance capital | $ | 29 | $ | 6 | $ | 7 | $ | 42 | ||||||
Three Months Ended September 30, 2012 | ||||||||||||||
Revenues: | ||||||||||||||
External Customers | $ | 150 | $ | 156 | $ | 9,048 | $ | 9,354 | ||||||
Intersegment (1) | 214 | 106 | 1 | 321 | ||||||||||
Total revenues of reportable segments | $ | 364 | $ | 262 | $ | 9,049 | $ | 9,675 | ||||||
Equity earnings in unconsolidated entities | $ | 9 | $ | — | $ | — | $ | 9 | ||||||
Segment profit (2) (3) | $ | 184 | $ | 140 | $ | 142 | $ | 466 | ||||||
Maintenance capital | $ | 26 | $ | 17 | $ | 4 | $ | 47 | ||||||
Transportation | Facilities | Supply | Total | |||||||||||
and Logistics | ||||||||||||||
Nine Months Ended September 30, 2013 | ||||||||||||||
Revenues: | ||||||||||||||
External Customers | $ | 517 | $ | 558 | $ | 30,542 | $ | 31,617 | ||||||
Intersegment (1) | 594 | 425 | 2 | 1,021 | ||||||||||
Total revenues of reportable segments | $ | 1,111 | $ | 983 | $ | 30,544 | $ | 32,638 | ||||||
Equity earnings in unconsolidated entities | $ | 42 | $ | — | $ | — | $ | 42 | ||||||
Segment profit (2) (3) | $ | 522 | $ | 445 | $ | 673 | $ | 1,640 | ||||||
Maintenance capital | $ | 84 | $ | 23 | $ | 17 | $ | 124 | ||||||
Nine Months Ended September 30, 2012 | ||||||||||||||
Revenues: | ||||||||||||||
External Customers | $ | 458 | $ | 533 | $ | 27,367 | $ | 28,358 | ||||||
Intersegment (1) | 585 | 252 | 1 | 838 | ||||||||||
Total revenues of reportable segments | $ | 1,043 | $ | 785 | $ | 27,368 | $ | 29,196 | ||||||
Equity earnings in unconsolidated entities | $ | 25 | $ | — | $ | — | $ | 25 | ||||||
Segment profit (2) (3) | $ | 516 | $ | 344 | $ | 544 | $ | 1,404 | ||||||
Maintenance capital | $ | 78 | $ | 34 | $ | 11 | $ | 123 | ||||||
(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. For further discussion, see “Analysis of Operating Segments” under Item 7 of our 2012 Annual Report on Form 10-K. | ||||||||||||||
(2) Supply and Logistics segment profit includes interest expense (related to hedged inventory) of approximately $8 million and $3 million for the three months ended September 30, 2013 and 2012, respectively, and approximately $21 million and $9 million for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||
(3) The following table reconciles segment profit to net income attributable to Plains (in millions): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Segment profit | $ | 408 | $ | 466 | $ | 1,640 | $ | 1,404 | ||||||
Depreciation and amortization | (93 | ) | (210 | ) | (265 | ) | (356 | ) | ||||||
Interest expense | (72 | ) | (74 | ) | (224 | ) | (214 | ) | ||||||
Other income, net | 3 | 4 | 2 | 6 | ||||||||||
Income tax expense | (9 | ) | (13 | ) | (79 | ) | (43 | ) | ||||||
Net income | 237 | 173 | 1,074 | 797 | ||||||||||
Net income attributable to noncontrolling interests | (6 | ) | (8 | ) | (22 | ) | (23 | ) | ||||||
Net income attributable to Plains | $ | 231 | $ | 165 | $ | 1,052 | $ | 774 | ||||||
Reconciliation of segment profit to net income attributable to Plains | ' | |||||||||||||
The following table reconciles segment profit to net income attributable to Plains (in millions): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended September 30, | Ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Segment profit | $ | 408 | $ | 466 | $ | 1,640 | $ | 1,404 | ||||||
Depreciation and amortization | (93 | ) | (210 | ) | (265 | ) | (356 | ) | ||||||
Interest expense | (72 | ) | (74 | ) | (224 | ) | (214 | ) | ||||||
Other income, net | 3 | 4 | 2 | 6 | ||||||||||
Income tax expense | (9 | ) | (13 | ) | (79 | ) | (43 | ) | ||||||
Net income | 237 | 173 | 1,074 | 797 | ||||||||||
Net income attributable to noncontrolling interests | (6 | ) | (8 | ) | (22 | ) | (23 | ) | ||||||
Net income attributable to Plains | $ | 231 | $ | 165 | $ | 1,052 | $ | 774 |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) (Oxy) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Oxy | ' | |||||||||||||
Related party transaction | ' | |||||||||||||
Information related to transactions with related parties | ' | |||||||||||||
These transactions were conducted at posted tariff rates or prices that we believe approximate market. See detail below (in millions): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Revenues | $ | 441 | $ | 383 | $ | 1,135 | $ | 1,435 | ||||||
Purchases and related costs | $ | 229 | $ | 138 | $ | 604 | $ | 416 | ||||||
We currently have a netting arrangement with Oxy. Our gross receivable and payable amounts with affiliates of Oxy were as follows (in millions): | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Trade accounts receivable and other receivables | $ | 307 | $ | 231 | ||||||||||
Accounts payable | $ | 238 | $ | 129 |
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 21, 2013 | |
segment | PAGP | ||||
Subsequent Event | |||||
Organization | ' | ' | ' | ' | ' |
General partner ownership interest (as a percent) | 2.00% | 2.00% | 2.00% | 2.00% | ' |
Related party ownership of general partner interest (as a percent) | ' | ' | ' | ' | 21.80% |
Operating segments number | ' | ' | 3 | ' | ' |
Organization_and_Basis_of_Pres2
Organization and Basis of Presentation (Details 2) (USD $) | 0 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | |||||||
In Millions, except Share data, unless otherwise specified | Aug. 14, 2013 | 15-May-13 | Feb. 14, 2013 | Nov. 14, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Nov. 14, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 22, 2013 | Oct. 22, 2013 |
Subsequent Event | Subsequent Event | PNG | PNG | PNG | PNG | PNG General Partner | Common Units | Merger Agreement | Merger Agreement | ||||
Third Quarter Distribution | Third Quarter Distribution | Subordinated units | Subsequent Event | Subsequent Event | PNG | Subsequent Event | Subsequent Event | ||||||
Third Quarter Distribution | Third Quarter Distribution | General partner | |||||||||||
Potential Acquisition of Publicly-held Common Units of PNG | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of PAA common units issuable for each outstanding common unit of PNG | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.445 | ' |
PNG units not owned by PAA (in units) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,000,000 | ' |
PAA common units expected to be issued in exchange for outstanding PNG common units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,700,000 | ' |
Ownership interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 46.00% | ' | ' |
Ownership interest (as a percent) | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | 100.00% | ' | ' | ' |
Outstanding units (in shares) | ' | ' | ' | ' | ' | 61,200,000 | ' | ' | ' | ' | ' | ' | ' |
Quarterly Distribution | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash distributions per common unit (in dollars per unit) | $0.59 | $0.57 | $0.56 | $0.60 | ' | ' | ' | $0.36 | ' | ' | ' | ' | ' |
Unitholders of record, date | ' | ' | ' | ' | 1-Nov-13 | ' | ' | ' | 1-Nov-13 | ' | ' | ' | ' |
Reduction in incentive distribution rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12 |
2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12 |
2016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 |
Thereafter | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Accounts Receivable | ' | ' |
Advance cash payments received from third parties to mitigate credit risk | $122 | $173 |
Standby letters of credit | 452 | 343 |
Net accounts receivable, maximum age of balances past their scheduled invoice date | '30 days | '30 days |
Allowance for doubtful accounts receivable | $4 | $4 |
Inventory_Linefill_and_Base_Ga2
Inventory, Linefill and Base Gas and Long-term Inventory (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Inventory by category | ' | ' | ' | ' | ' |
Inventory | $1,198 | ' | $1,198 | ' | $1,209 |
Linefill and base gas | 770 | ' | 770 | ' | 707 |
Long-term inventory | 218 | ' | 218 | ' | 274 |
Total | 2,186 | ' | 2,186 | ' | 2,190 |
Inventory-related disclosures | ' | ' | ' | ' | ' |
Non-cash charges related to the write-down of inventory | 7 | 7 | 7 | 128 | ' |
Crude oil | ' | ' | ' | ' | ' |
Inventory by category | ' | ' | ' | ' | ' |
Inventory | 535 | ' | 535 | ' | 737 |
Linefill and base gas | 645 | ' | 645 | ' | 583 |
Long-term inventory | 167 | ' | 167 | ' | 149 |
Inventory, Volumes (in barrels or in Mcf) | 5,624,000 | ' | 5,624,000 | ' | 9,492,000 |
Linefill and base gas, Volumes (in barrels or in Mcf) | 10,520,000 | ' | 10,520,000 | ' | 9,919,000 |
Long-term inventory, Volumes (in barrels or Mcf) | 2,134,000 | ' | 2,134,000 | ' | 1,962,000 |
Inventory, Price/Unit of measure (in dollars per unit) | 95.13 | ' | 95.13 | ' | 77.64 |
Linefill and base gas, Price/Unit of measure (in dollars per unit) | 61.31 | ' | 61.31 | ' | 58.78 |
Long-term inventory, Price/Unit of measure (in dollars per unit) | 78.26 | ' | 78.26 | ' | 75.94 |
NGL | ' | ' | ' | ' | ' |
Inventory by category | ' | ' | ' | ' | ' |
Inventory | 539 | ' | 539 | ' | 388 |
Linefill and base gas | 64 | ' | 64 | ' | 70 |
Long-term inventory | 51 | ' | 51 | ' | 125 |
Inventory, Volumes (in barrels or in Mcf) | 13,767,000 | ' | 13,767,000 | ' | 9,472,000 |
Linefill and base gas, Volumes (in barrels or in Mcf) | 1,345,000 | ' | 1,345,000 | ' | 1,400,000 |
Long-term inventory, Volumes (in barrels or Mcf) | 1,161,000 | ' | 1,161,000 | ' | 3,238,000 |
Inventory, Price/Unit of measure (in dollars per unit) | 39.15 | ' | 39.15 | ' | 40.96 |
Linefill and base gas, Price/Unit of measure (in dollars per unit) | 47.58 | ' | 47.58 | ' | 50 |
Long-term inventory, Price/Unit of measure (in dollars per unit) | 43.93 | ' | 43.93 | ' | 38.6 |
Natural gas | ' | ' | ' | ' | ' |
Inventory by category | ' | ' | ' | ' | ' |
Inventory | 101 | ' | 101 | ' | 60 |
Linefill and base gas | 61 | ' | 61 | ' | 54 |
Inventory, Volumes (in barrels or in Mcf) | 29,443,000 | ' | 29,443,000 | ' | 20,374,000 |
Linefill and base gas, Volumes (in barrels or in Mcf) | 17,615,000 | ' | 17,615,000 | ' | 15,755,000 |
Inventory, Price/Unit of measure (in dollars per unit) | 3.43 | ' | 3.43 | ' | 2.94 |
Linefill and base gas, Price/Unit of measure (in dollars per unit) | 3.46 | ' | 3.46 | ' | 3.43 |
Other | ' | ' | ' | ' | ' |
Inventory by category | ' | ' | ' | ' | ' |
Inventory | $23 | ' | $23 | ' | $24 |
Goodwill_Details
Goodwill (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Changes in goodwill | ' |
Balance at beginning of period | $2,535 |
Acquisitions | 6 |
Foreign currency translation adjustments | -17 |
Purchase price accounting adjustments and other | -5 |
Balance at end of period | 2,519 |
Impairment | 0 |
Transportation | ' |
Changes in goodwill | ' |
Balance at beginning of period | 897 |
Acquisitions | 6 |
Foreign currency translation adjustments | -10 |
Purchase price accounting adjustments and other | -5 |
Balance at end of period | 888 |
Facilities | ' |
Changes in goodwill | ' |
Balance at beginning of period | 1,171 |
Foreign currency translation adjustments | -5 |
Balance at end of period | 1,166 |
Supply and Logistics | ' |
Changes in goodwill | ' |
Balance at beginning of period | 467 |
Foreign currency translation adjustments | -2 |
Balance at end of period | $465 |
Debt_Details
Debt (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Short-term debt: | ' | ' |
Other short-term debt | $4 | $2 |
Total short-term debt | 619 | 1,086 |
Long-term debt: | ' | ' |
Senior notes, net of unamortized discounts | 6,710 | 6,010 |
Unamortized discount | 15 | 15 |
Long-term debt, other | 5 | 5 |
Total long-term debt | 7,018 | 6,320 |
Total debt | 7,637 | 7,406 |
Commercial paper notes | ' | ' |
Debt | ' | ' |
Interest rate (as a percent) | 0.25% | ' |
Short-term debt: | ' | ' |
Commercial Paper Notes, Current | 319 | ' |
Repayment period | '1 year | ' |
PAA senior secured hedged inventory facility maturing in August 2016 | ' | ' |
Debt | ' | ' |
Credit facility, interest rate (as a percent) | ' | 1.60% |
Short-term debt: | ' | ' |
Credit Facility, Current | ' | 665 |
Repayment period | '1 year | ' |
PAA senior unsecured revolving credit facility maturing in August 2018 | ' | ' |
Debt | ' | ' |
Credit facility, interest rate (as a percent) | ' | 2.40% |
Short-term debt: | ' | ' |
Credit Facility, Current | ' | 92 |
Repayment period | '1 year | ' |
5.63% senior notes due December 2013 | ' | ' |
Debt | ' | ' |
Debt instrument, interest rate (as a percent) | 5.63% | 5.63% |
Short-term debt: | ' | ' |
Senior Notes, Current | 250 | 250 |
PNG senior unsecured credit facility | ' | ' |
Debt | ' | ' |
Credit facility, interest rate (as a percent) | 2.00% | 2.10% |
Short-term debt: | ' | ' |
Credit Facility, Current | 46 | 77 |
Repayment period | '1 year | ' |
Long-term debt: | ' | ' |
Long-term debt under credit facilities | 103 | 105 |
PNG GO Bond term loans | ' | ' |
Debt | ' | ' |
Interest rate (as a percent) | 1.50% | 1.50% |
Long-term debt: | ' | ' |
Term Loans, amounts outstanding | $200 | $200 |
Debt_Details_2
Debt (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 31, 2013 |
Commercial Paper Program | Commercial Paper Program | Senior secured hedged inventory facility | Senior unsecured revolving credit facility | PNG senior unsecured revolving credit facility | PNG GO Bond term loans | PNG GO Bond term loans | PNG GO Bond term loans | Credit agreements and commercial paper program | Credit agreements and commercial paper program | Fixed rate senior notes | Fixed rate senior notes | 3.85% senior notes due 2023 | |||
Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument face value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,000,000,000 | $6,300,000,000 | $700,000,000 |
Debt instrument fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000,000 | 7,300,000,000 | ' |
Debt instrument, interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.85% |
Interest rate (as a percent) | ' | ' | ' | 0.25% | ' | ' | ' | ' | 1.50% | 1.50% | ' | ' | ' | ' | ' |
Percentage of face value at which senior notes are sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99.79% |
Maximum aggregate amount outstanding at any time | ' | ' | 1,500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extension period | ' | ' | ' | ' | '2 years | '2 years | '1 year | '1 year | ' | ' | ' | ' | ' | ' | ' |
Total borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,700,000,000 | 8,500,000,000 | ' | ' | ' |
Total repayments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,200,000,000 | 7,800,000,000 | ' | ' | ' |
Outstanding letters of credit | $42,000,000 | $24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net_Income_Per_Limited_Partner2
Net Income Per Limited Partner Unit (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Basic and Diluted Net Income Per Limited Partner Unit | ' | ' | ' | ' |
General partner ownership interest (as a percent) | 2.00% | 2.00% | 2.00% | 2.00% |
Numerator for Basic and Diluted Net Income per Limited Partner Unit: | ' | ' | ' | ' |
Net income attributable to Plains | $231 | $165 | $1,052 | $774 |
Net income available to limited partners | 133 | 89 | 764 | 554 |
Denominator for Basic and Diluted Net Income per Limited Partner Unit: | ' | ' | ' | ' |
Basic weighted average number of limited partner units outstanding (in units) | 343 | 329 | 340 | 322 |
Effect of dilutive securities: | ' | ' | ' | ' |
Weighted average LTIP units (in units) | 2 | 2 | 2 | 3 |
Diluted weighted average number of limited partner units outstanding (in units) | 345 | 331 | 342 | 325 |
Basic and Diluted Net Income per Limited Partner Unit | ' | ' | ' | ' |
Basic net income per limited partner unit (in dollars per unit) | $0.38 | $0.27 | $2.23 | $1.71 |
Diluted net income per limited partner unit (in dollars per unit) | $0.38 | $0.27 | $2.22 | $1.70 |
Basic Net Income Per Limited Partner Unit | ' | ' | ' | ' |
Numerator for Basic and Diluted Net Income per Limited Partner Unit: | ' | ' | ' | ' |
Net income attributable to Plains | 231 | 165 | 1,052 | 774 |
General partner's incentive distribution | -95 | -74 | -272 | -208 |
General partner 2% ownership | -3 | -2 | -16 | -12 |
Net income available to limited partners | 133 | 89 | 764 | 554 |
Undistributed earnings allocated and distributions to participating securities | -1 | -1 | -5 | -3 |
Net income available to limited partners in accordance with the application of the two-class method for MLPs | 132 | 88 | 759 | 551 |
Diluted Net Income Per Limited Partner Unit | ' | ' | ' | ' |
Numerator for Basic and Diluted Net Income per Limited Partner Unit: | ' | ' | ' | ' |
Net income attributable to Plains | 231 | 165 | 1,052 | 774 |
General partner's incentive distribution | -95 | -74 | -272 | -208 |
General partner 2% ownership | -3 | -2 | -16 | -12 |
Net income available to limited partners | 133 | 89 | 764 | 554 |
Undistributed earnings allocated and distributions to participating securities | -1 | -1 | -4 | -3 |
Net income available to limited partners in accordance with the application of the two-class method for MLPs | $132 | $88 | $760 | $551 |
Net_Income_Per_Limited_Partner3
Net Income Per Limited Partner Unit (Details 2) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Basic and Diluted Net Income per Limited Partner Unit | ' | ' |
Basic net income per limited partner unit impact (in dollars per unit) | ($0.23) | ($0.04) |
Diluted net income per limited partner unit impact (in dollars per unit) | ($0.23) | ($0.04) |
Partners_Capital_and_Distribut2
Partners' Capital and Distributions (Details) (USD $) | 0 Months Ended | 9 Months Ended | |||
In Millions, except Per Share data, unless otherwise specified | Aug. 14, 2013 | 15-May-13 | Feb. 14, 2013 | Nov. 14, 2013 | Sep. 30, 2013 |
Subsequent Event | Subsequent Event | ||||
Third Quarter Distribution | Third Quarter Distribution | ||||
Incentive Distribution Made to Managing Member or General Partner | ' | ' | ' | ' | ' |
Cash distributions paid to common unit holders | $201 | $195 | $189 | $206 | ' |
Cash distribution paid to General Partner - Incentive | 91 | 86 | 81 | 95 | ' |
Cash distributions paid to General Partner - 2% | 4 | 4 | 4 | 4 | ' |
Total distributions paid during the period | $296 | $285 | $274 | $305 | ' |
Cash distributions per limited partner unit (in dollars per unit) | $0.59 | $0.57 | $0.56 | $0.60 | ' |
Unitholders of record, date | ' | ' | ' | ' | 1-Nov-13 |
Partners_Capital_and_Distribut3
Partners' Capital and Distributions (Details 2) (USD $) | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | 31-May-13 | Sep. 30, 2013 | Mar. 18, 2013 |
PAA Long-term Incentive Plan Awards | PNG | SLC Pipeline | Continuous Offering Program | May 2013 Equity Distribution Agreement | PNG Continuous Offering Program | PNG Continuous Offering Program | ||
PNG | PNG | |||||||
Partners Capital and Distribution | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum aggregate offer price of common stock | ' | ' | ' | ' | ' | $750 | ' | $75 |
Units Issued | ' | ' | ' | ' | 7.2 | ' | 1.9 | ' |
Net proceeds from Sale | 400 | ' | ' | ' | 400 | ' | 40 | ' |
Commissions paid | ' | ' | ' | ' | $4 | ' | ' | ' |
Noncontrolling interests, ownership percentage of noncontrolling owners | ' | ' | 37.00% | 25.00% | ' | ' | ' | ' |
LTIP Vesting | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common units under LTIP (in units) | ' | 0.5 | ' | ' | ' | ' | ' | ' |
Partners_Capital_and_Distribut4
Partners' Capital and Distributions (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net Income attributable to Plains | ' | ' | ' | ' |
Net income attributable to Plains | $231 | $165 | $1,052 | $774 |
Transfers to the noncontrolling interests: | ' | ' | ' | ' |
Increase in capital from sale of PNG units | ' | ' | 40 | ' |
Changes in the noncontrolling interests in partners' capital | ' | ' | ' | ' |
Beginning balance | ' | ' | 509 | ' |
Net income attributable to noncontrolling interests | 237 | 173 | 1,074 | 797 |
Equity-indexed compensation expense | ' | ' | 31 | ' |
Distribution equivalent right payments | ' | ' | -4 | ' |
Issuance of PNG common units | ' | ' | 40 | ' |
Other comprehensive income/(loss): | ' | ' | ' | ' |
Reclassification adjustments | ' | ' | -124 | ' |
Net deferred loss on cash flow hedges | ' | ' | 140 | ' |
Ending Balance | 534 | ' | 534 | ' |
Partners' Capital Excluding Noncontrolling Interests | ' | ' | ' | ' |
Net Income attributable to Plains | ' | ' | ' | ' |
Net income attributable to Plains | 231 | 165 | 1,052 | 774 |
Transfers to the noncontrolling interests: | ' | ' | ' | ' |
Increase in capital from sale of PNG units | 2 | ' | 8 | ' |
Change from net income attributable to Plains and net transfers to the noncontrolling interest | 233 | 165 | 1,060 | 774 |
Changes in the noncontrolling interests in partners' capital | ' | ' | ' | ' |
Net income attributable to noncontrolling interests | ' | ' | 1,052 | ' |
Equity-indexed compensation expense | ' | ' | 28 | ' |
Distribution equivalent right payments | ' | ' | -4 | ' |
Issuance of PNG common units | 2 | ' | 8 | ' |
Noncontrolling Interests | ' | ' | ' | ' |
Transfers to the noncontrolling interests: | ' | ' | ' | ' |
Increase in capital from sale of PNG units | ' | ' | 32 | ' |
Changes in the noncontrolling interests in partners' capital | ' | ' | ' | ' |
Beginning balance | ' | ' | 509 | 524 |
Net income attributable to noncontrolling interests | ' | ' | 22 | 23 |
Distribution to noncontrolling interest | ' | ' | -37 | -36 |
Equity-indexed compensation expense | ' | ' | 3 | 3 |
Distribution equivalent right payments | ' | ' | ' | -1 |
Issuance of PNG common units | ' | ' | 32 | ' |
Other comprehensive income/(loss): | ' | ' | ' | ' |
Reclassification adjustments | ' | ' | 6 | -7 |
Net deferred loss on cash flow hedges | ' | ' | -1 | -1 |
Ending Balance | $534 | $505 | $534 | $505 |
EquityIndexed_Compensation_Pla2
Equity-Indexed Compensation Plans (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Oct. 21, 2013 |
AAP LP Class B Units | AAP LP Class B Units | |||||
Subsequent Event | ||||||
Share-based Compensation Arrangement, by Share-based Payment Award | ' | ' | ' | ' | ' | ' |
Equity-indexed compensation expense | $17 | $22 | $96 | $82 | $4 | ' |
Reserved for Future Grants | ' | ' | ' | ' | ' | ' |
Reserved for future grants outstanding, beginning balance (in units) | ' | ' | ' | ' | 17,875 | 3,483,102 |
Units granted (in units) | ' | ' | ' | ' | -4,500 | ' |
Reserved for future grants outstanding, ending balance (in units) | ' | ' | ' | ' | 13,375 | 3,483,102 |
Outstanding | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in units) | ' | ' | ' | ' | 182,125 | 48,642,833 |
Units granted (in units) | ' | ' | ' | ' | 4,500 | ' |
Outstanding at the ending of the period (in units) | ' | ' | ' | ' | 186,625 | 48,642,833 |
Outstanding Units Earned | ' | ' | ' | ' | ' | ' |
Outstanding Units Earned, beginning balance (in units) | ' | ' | ' | ' | 130,250 | 47,013,803 |
Units earned (in units) | ' | ' | ' | ' | 50,125 | ' |
Outstanding Units Earned, end balance (in units) | ' | ' | ' | ' | 180,375 | 47,013,803 |
Grant Date Fair Value of Outstanding Class B Units: | ' | ' | ' | ' | ' | ' |
Grant Date Fair Value of Outstanding Class B Units, beginning balance | ' | ' | ' | ' | 44 | ' |
Units granted | ' | ' | ' | ' | 7 | ' |
Grant Date Fair Value of Outstanding Class B Units, ending balance | ' | ' | ' | ' | $51 | ' |
EquityIndexed_Compensation_Pla3
Equity-Indexed Compensation Plans (Details 2) (USD $) | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||||||||||||
Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Special PAA Awards | Special PAA Awards | Special PAA Awards | Special PAA Awards | Special PAA Awards | Special PAA Awards | PAA Long-term Incentive Plan Awards | PAA Long-term Incentive Plan Awards | PAA Long-term Incentive Plan Awards | PAA Long-term Incentive Plan Awards | PAA Long-term Incentive Plan Awards | PAA Long-term Incentive Plan Awards | PAA Long-term Incentive Plan Awards | PAA Long-term Incentive Plan Awards | PAA Long-term Incentive Plan Awards | PNG LTIP Awards | PNG LTIP Awards | |
PNG | Awards with a vesting date of August 2018 | Awards with a vesting date of August 2018 | Awards with a vesting date of August 2019 | Awards with a vesting date of August 2019 | Distribution threshold one | Distribution threshold two | Distribution threshold three | Equity Awards | Equity Awards | Equity Awards | Equity Awards | Liability Awards | Maximum | ||||
PNG | PNG | Awards with a minimum vesting date of August 2016 | Awards with a minimum vesting date of August 2017 | Awards with a minimum vesting date of August 2018 | |||||||||||||
Share-based Compensation Arrangement, by Share-based Payment Award | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Awards that will vest upon satisfaction of performance and/or service conditions (as a percent) | ' | ' | 50.00% | ' | 50.00% | ' | ' | 33.00% | 33.00% | 33.00% | ' | 33.00% | 33.00% | 33.00% | ' | ' | ' |
Annualized distribution threshold for vesting of awards (in dollars per share) | ' | ' | ' | $1.48 | ' | $1.43 | ' | ' | ' | ' | ' | $2.35 | $2.50 | $2.65 | ' | ' | ' |
Period prior to each vesting date for which the average annualized distribution threshold must be maintained for vesting of awards | ' | ' | ' | '12 months | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annualized distribution threshold for vesting of DERs (in dollars per share) | $2.40 | $1.43 | ' | ' | ' | ' | ' | $2.35 | $2.50 | $2.65 | ' | ' | ' | ' | ' | ' | ' |
Annualized quarterly distribution, low end of range (in dollars per unit) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.30 | ' | ' |
Annualized quarterly distribution, high end of range (in dollars per unit) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.65 | ' | ' |
Outstanding (in units) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at beginning of period (in units) | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' |
Granted (in units) | 143,000 | ' | ' | ' | ' | ' | 4,100,000 | ' | ' | ' | 2,400,000 | ' | ' | ' | 1,500,000 | 400,000 | ' |
Vested (in units) | ' | ' | ' | ' | ' | ' | -1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -100,000 |
Cancelled or forfeited (in units) | ' | ' | ' | ' | ' | ' | -300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -100,000 |
Outstanding at end of period (in units) | ' | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | ' |
Weighted Average Grant Date Fair Value per unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at beginning of period (in dollars per unit) | ' | ' | ' | ' | ' | ' | $25.55 | ' | ' | ' | ' | ' | ' | ' | ' | $17.49 | ' |
Granted (in dollars per unit) | ' | ' | ' | ' | ' | ' | $47.60 | ' | ' | ' | ' | ' | ' | ' | ' | $17.51 | ' |
Vested (in dollars per unit) | ' | ' | ' | ' | ' | ' | $24.82 | ' | ' | ' | ' | ' | ' | ' | ' | $18.88 | ' |
Cancelled or forfeited (in dollars per unit) | ' | ' | ' | ' | ' | ' | $36.32 | ' | ' | ' | ' | ' | ' | ' | ' | $13.33 | ' |
Outstanding at end of period (in dollars per unit) | ' | ' | ' | ' | ' | ' | $36.74 | ' | ' | ' | ' | ' | ' | ' | ' | $17.55 | ' |
Units issued in connection with the settlement of vested awards, net of tax withholding (in units) | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Units withheld for taxes (in units) | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested awards settled in cash (in units) | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EquityIndexed_Compensation_Pla4
Equity-Indexed Compensation Plans (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Other Consolidated Equity-Indexed Compensation Information | ' | ' | ' | ' |
Equity-indexed compensation expense | $17 | $22 | $96 | $82 |
LTIP unit-settled vestings | 1 | 2 | 47 | 60 |
LTIP cash-settled vestings | ' | 1 | 61 | 66 |
DER cash payments | 2 | 2 | 5 | 5 |
PNG | Maximum | ' | ' | ' | ' |
Other Consolidated Equity-Indexed Compensation Information | ' | ' | ' | ' |
LTIP unit-settled vestings | ' | ' | ' | $1 |
Derivatives_and_Risk_Managemen2
Derivatives and Risk Management Activities (Details) | Sep. 30, 2013 |
Commodity Price Risk Hedging: | ' |
Derivative hedges to manage the risk of not utilizing storage capacity (in barrels per month) | 2,200,000 |
Net long position associated with crude oil purchases | ' |
Commodity Price Risk Hedging: | ' |
Net derivative positions per day (in barrels) | 316,500 |
Inventory hedged (in barrels, Mcf or megawatt hours) | 9,800,000 |
Net short spread position hedging anticipated crude oil lease gathering purchases | ' |
Commodity Price Risk Hedging: | ' |
Net derivative positions per day (in barrels) | 32,800 |
Inventory hedged (in barrels, Mcf or megawatt hours) | 13,000,000 |
Crude oil grade spread positions related to anticipated purchases and sales of crude oil | ' |
Commodity Price Risk Hedging: | ' |
Net derivative positions per day (in barrels) | 13,700 |
Inventory hedged (in barrels, Mcf or megawatt hours) | 1,700,000 |
Butane/WTI spread positions | ' |
Commodity Price Risk Hedging: | ' |
Net derivative positions per day (in barrels) | 2,500 |
Inventory hedged (in barrels, Mcf or megawatt hours) | 1,400,000 |
Long natural gas position for anticipated base gas requirements | ' |
Commodity Price Risk Hedging: | ' |
Inventory hedged (in barrels, Mcf or megawatt hours) | 1,300,000 |
Short position related to anticipated sales of crude oil, NGL and refined products inventory | ' |
Commodity Price Risk Hedging: | ' |
Inventory hedged (in barrels, Mcf or megawatt hours) | 10,700,000 |
Short natural gas position related to anticipated natural gas sales | ' |
Commodity Price Risk Hedging: | ' |
Inventory hedged (in barrels, Mcf or megawatt hours) | 29,400,000 |
PLA crude oil net short position | ' |
Commodity Price Risk Hedging: | ' |
Net derivative positions per day (in barrels) | 1,700 |
Inventory hedged (in barrels, Mcf or megawatt hours) | 1,400,000 |
PLA Crude oil long call option position | ' |
Commodity Price Risk Hedging: | ' |
Inventory hedged (in barrels, Mcf or megawatt hours) | 600,000 |
Long natural gas position for natural gas purchases | ' |
Commodity Price Risk Hedging: | ' |
Inventory hedged (in barrels, Mcf or megawatt hours) | 16,300,000 |
Short propane position related to subsequent sale of products | ' |
Commodity Price Risk Hedging: | ' |
Inventory hedged (in barrels, Mcf or megawatt hours) | 2,900,000 |
Short Butane position related to subsequent sale of products | ' |
Commodity Price Risk Hedging: | ' |
Inventory hedged (in barrels, Mcf or megawatt hours) | 900,000 |
Short WTI position related to subsequent sale of products | ' |
Commodity Price Risk Hedging: | ' |
Inventory hedged (in barrels, Mcf or megawatt hours) | 300,000 |
Long power position for power supply requirements | ' |
Commodity Price Risk Hedging: | ' |
Inventory hedged (in barrels, Mcf or megawatt hours) | 500,000 |
Derivatives_and_Risk_Managemen3
Derivatives and Risk Management Activities (Details 2) (USD $) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Aug. 31, 2013 |
PNG | 10 forward starting swaps (30-year) | 5 forward starting swaps (30-year) | 5 forward starting swaps (30-year) | ||
contract | contract | contract | Interest expense | ||
Interest Rate Risk Hedging | ' | ' | ' | ' | ' |
Net deferred losses from interest rate risk hedging included in AOCI | ($76,000,000) | ' | ' | ' | ' |
Number of outstanding interest rate swaps (in contracts) | ' | 3 | 10 | ' | ' |
Notional amount of interest rate cash flow hedge derivatives | ' | ' | 250,000,000 | ' | ' |
Rate of fixed interest to be received on interest rate swap (as a percent) | ' | 0.95% | 3.60% | ' | ' |
Notional amount of interest rate derivatives | ' | 100,000,000 | ' | ' | ' |
Number of interest rate swaps that terminated (in contracts) | ' | ' | ' | 5 | ' |
Proceeds from termination of interest rate swaps | ' | ' | ' | 11,000,000 | ' |
Gain on derivative instruments deferred in AOCI | ' | ' | ' | ' | 3,000,000 |
Gain on derivative instruments recognized in interest expense attributable to the ineffective portion | ' | ' | ' | $8,000,000 | ' |
Derivatives_and_Risk_Managemen4
Derivatives and Risk Management Activities (Details 3) | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Millions, unless otherwise specified | USD ($) | Foreign exchange contracts | Foreign exchange contracts | Foreign exchange forward contracts maturing in 2013 | Foreign exchange forward contracts maturing in 2013 | Foreign exchange forward contracts that exchange CAD for USD at the rate USD 1.00 to CAD 1.03 maturing in 2013 | Foreign exchange forward contracts that exchange CAD for USD at the rate USD 1.00 to CAD 1.03 maturing in 2013 | Foreign exchange forward contracts that exchange CAD for USD at the rate USD 1.00 to CAD 1.03 maturing in 2014 | Foreign exchange forward contracts that exchange CAD for USD at the rate USD 1.00 to CAD 1.03 maturing in 2014 | Foreign exchange forward contracts that exchange CAD for USD at the rate USD 1.00 to CAD 1.04 maturing in 2015 | Foreign exchange forward contracts that exchange CAD for USD at the rate USD 1.00 to CAD 1.04 maturing in 2015 | Foreign exchange forward contracts that exchange CAD for USD at the rate USD 1.00 to CAD 1.03 | Foreign exchange forward contracts that exchange CAD for USD at the rate USD 1.00 to CAD 1.03 | Foreign exchange forward contract that exchange USD for CAD at the rate USD 1.00 to CAD 1.03 maturing in 2013 | Foreign exchange forward contract that exchange USD for CAD at the rate USD 1.00 to CAD 1.03 maturing in 2013 | Foreign exchange forward contract that exchange USD for CAD at the rate USD 1.00 to CAD 1.04 maturing in 2014 | Foreign exchange forward contract that exchange USD for CAD at the rate USD 1.00 to CAD 1.04 maturing in 2014 | Foreign exchange forward contract that exchange USD for CAD at the rate USD 1.00 to CAD 1.06 maturing in 2015 | Foreign exchange forward contract that exchange USD for CAD at the rate USD 1.00 to CAD 1.06 maturing in 2015 | Foreign exchange forward contract that exchange USD for CAD at the rate USD 1.00 to CAD 1.03 | Foreign exchange forward contract that exchange USD for CAD at the rate USD 1.00 to CAD 1.03 |
USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | ||
Currency Exchange Rate Risk Hedging: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net deferred gains from currency risk rate hedging included in AOCI | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of outstanding foreign currency forward exchange contracts | ' | $2 | 2 | $2 | 2 | $283 | 292 | $104 | 108 | $9 | 9 | $396 | 409 | $281 | 290 | $104 | 108 | $9 | 9 | $394 | 407 |
Average exchange rate for outstanding foreign currency forward exchange contracts | ' | ' | ' | ' | ' | ' | 1.03 | ' | 1.03 | ' | 1.04 | ' | 1.03 | ' | 1.03 | ' | 1.04 | ' | 1.06 | ' | 1.03 |
Derivatives_and_Risk_Managemen5
Derivatives and Risk Management Activities (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Total | $20 | $29 | $100 | $183 |
Commodity | Supply and Logistics segment revenues | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Total | 18 | 21 | 105 | 121 |
Commodity | Facilities segment revenues | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Total | -2 | ' | -14 | 13 |
Commodity | Purchases and related costs | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Total | ' | ' | ' | 41 |
Commodity | Field Operating costs | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Total | 2 | 4 | 7 | 2 |
Interest Rate Contracts | Interest expense | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Total | 1 | -1 | -2 | -2 |
Foreign exchange contracts | Supply and Logistics segment revenues | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Total | ' | 4 | ' | 4 |
Foreign exchange contracts | Other income, net | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Total | 1 | 1 | 4 | 4 |
Derivatives designated as hedging instruments | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Amount of gain/(loss) reclassified from AOCI into income | 106 | 123 | 124 | 120 |
Other gain/(loss) recognized in income | 3 | ' | 3 | -2 |
Derivatives designated as hedging instruments | Commodity | Supply and Logistics segment revenues | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Amount of gain/(loss) reclassified from AOCI into income | 109 | 123 | 139 | 62 |
Derivatives designated as hedging instruments | Commodity | Facilities segment revenues | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Amount of gain/(loss) reclassified from AOCI into income | -2 | ' | -14 | 14 |
Other gain/(loss) recognized in income | ' | ' | ' | -1 |
Derivatives designated as hedging instruments | Commodity | Purchases and related costs | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Amount of gain/(loss) reclassified from AOCI into income | ' | ' | ' | 41 |
Derivatives designated as hedging instruments | Interest Rate Contracts | Interest expense | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Amount of gain/(loss) reclassified from AOCI into income | -2 | -1 | -5 | -1 |
Other gain/(loss) recognized in income | 3 | ' | 3 | -1 |
Derivatives designated as hedging instruments | Foreign exchange contracts | Other income, net | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Amount of gain/(loss) reclassified from AOCI into income | 1 | 1 | 4 | 4 |
Derivatives designated as hedging instruments | Hedged Transactions no longer probable | Supply and Logistics segment revenues | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Other gain/(loss) recognized in income | ' | ' | 3 | ' |
Derivatives designated as hedging instruments | Hedged Transactions no longer probable | Facilities segment revenues | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Other gain/(loss) recognized in income | -2 | ' | -1 | ' |
Derivatives not designated as hedging instruments | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Total | -89 | -94 | -27 | 65 |
Derivatives not designated as hedging instruments | Commodity | Supply and Logistics segment revenues | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Total | -91 | -102 | -34 | 59 |
Derivatives not designated as hedging instruments | Commodity | Field Operating costs | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Total | 2 | 4 | 7 | 2 |
Derivatives not designated as hedging instruments | Foreign exchange contracts | Supply and Logistics segment revenues | ' | ' | ' | ' |
Impact of derivative activities recognized in earnings | ' | ' | ' | ' |
Total | ' | $4 | ' | $4 |
Derivatives_and_Risk_Managemen6
Derivatives and Risk Management Activities (Details 5) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
item | item | item | |||
Derivatives disclosures | ' | ' | ' | ' | ' |
Asset Derivatives Fair Value | $98 | ' | $98 | ' | $191 |
Liability Derivatives Fair Value | -115 | ' | -115 | ' | -189 |
Net (loss) deferred in AOCI | -104 | ' | -104 | ' | ' |
Net gains (loss) expected to be reclassified to earnings in next 12 months | ' | ' | -28 | ' | ' |
Gain (loss) expected to be reclassified to earnings through 2045 | ' | ' | -76 | ' | ' |
Net deferred gain/(loss) recognized in AOCI on derivatives (effective portion) | 78 | 97 | 140 | 69 | ' |
Broker receivable | 164 | ' | 164 | ' | 41 |
Initial margin | 96 | ' | 96 | ' | 69 |
Variation margin paid/(received) | ' | ' | 68 | ' | -28 |
Number of outstanding derivatives containing credit-risk related contingent features | 0 | ' | 0 | ' | 0 |
Derivative credit-risk related contingent features | ' | ' | 'none of our outstanding derivatives contained credit-risk related contingent features that would result in a material adverse impact to us upon any change in our credit ratings | ' | ' |
Commodity | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Net deferred gain/(loss) recognized in AOCI on derivatives (effective portion) | 66 | 88 | 77 | 88 | ' |
Interest Rate Contracts | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Net deferred gain/(loss) recognized in AOCI on derivatives (effective portion) | 12 | 9 | 63 | -19 | ' |
Derivatives designated as hedging instruments | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Asset Derivatives Fair Value | 22 | ' | 22 | ' | 56 |
Liability Derivatives Fair Value | -14 | ' | -14 | ' | -62 |
Derivatives designated as hedging instruments | Commodity | Other current assets | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Asset Derivatives Fair Value | 3 | ' | 3 | ' | 45 |
Liability Derivatives Fair Value | -13 | ' | -13 | ' | -23 |
Derivatives designated as hedging instruments | Commodity | Other long-term assets | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Asset Derivatives Fair Value | 2 | ' | 2 | ' | 11 |
Liability Derivatives Fair Value | ' | ' | ' | ' | -1 |
Derivatives designated as hedging instruments | Interest Rate Contracts | Other long-term assets | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Asset Derivatives Fair Value | 17 | ' | 17 | ' | ' |
Derivatives designated as hedging instruments | Interest Rate Contracts | Other current liabilities | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Liability Derivatives Fair Value | -1 | ' | -1 | ' | ' |
Derivatives designated as hedging instruments | Interest Rate Contracts | Other long term liabilities | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Liability Derivatives Fair Value | ' | ' | ' | ' | -38 |
Derivatives not designated as hedging instruments | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Asset Derivatives Fair Value | 76 | ' | 76 | ' | 135 |
Liability Derivatives Fair Value | -101 | ' | -101 | ' | -127 |
Derivatives not designated as hedging instruments | Commodity | Other current assets | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Asset Derivatives Fair Value | 67 | ' | 67 | ' | 128 |
Liability Derivatives Fair Value | -89 | ' | -89 | ' | -115 |
Derivatives not designated as hedging instruments | Commodity | Other long-term assets | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Asset Derivatives Fair Value | 7 | ' | 7 | ' | 1 |
Liability Derivatives Fair Value | -7 | ' | -7 | ' | -3 |
Derivatives not designated as hedging instruments | Commodity | Other current liabilities | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Asset Derivatives Fair Value | 1 | ' | 1 | ' | 4 |
Liability Derivatives Fair Value | -4 | ' | -4 | ' | -7 |
Derivatives not designated as hedging instruments | Commodity | Other long term liabilities | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Asset Derivatives Fair Value | ' | ' | ' | ' | 2 |
Liability Derivatives Fair Value | -1 | ' | -1 | ' | -2 |
Derivatives not designated as hedging instruments | Foreign currency derivatives | Other current assets | ' | ' | ' | ' | ' |
Derivatives disclosures | ' | ' | ' | ' | ' |
Asset Derivatives Fair Value | $1 | ' | $1 | ' | ' |
Derivatives_and_Risk_Managemen7
Derivatives and Risk Management Activities (Details 6) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Derivative Asset Positions | ' | ' |
Gross Position - Asset | $98 | $191 |
Netting Adjustment | -110 | -148 |
Cash collateral paid | 164 | 41 |
Net Position - Asset | 152 | 84 |
Derivative Liability Positions | ' | ' |
Gross Position - Liability | -115 | -189 |
Netting Adjustment | 110 | 148 |
Net Position - Liability | -5 | -41 |
Other current assets | ' | ' |
Derivative Asset Positions | ' | ' |
Net Position - Asset | 133 | 76 |
Other long-term assets | ' | ' |
Derivative Asset Positions | ' | ' |
Net Position - Asset | 19 | 8 |
Other current liabilities | ' | ' |
Derivative Liability Positions | ' | ' |
Net Position - Liability | -4 | -3 |
Other long term liabilities | ' | ' |
Derivative Liability Positions | ' | ' |
Net Position - Liability | ($1) | ($38) |
Derivatives_and_Risk_Managemen8
Derivatives and Risk Management Activities (Details 7) (USD $) | 3 Months Ended | 9 Months Ended | |||||||||||||||||||||||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | Recurring Fair Value Measures | |
Level 1 | Level 1 | Level 1 | Level 1 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 3 | Level 3 | Level 3 | Level 3 | Total | Total | Total | Total | Total | Total | Total | ||||||
Commodity | Commodity | Commodity | Commodity | Interest Rate Contracts | Interest Rate Contracts | Foreign currency derivatives | Commodity | Commodity | Commodity | Commodity | Interest Rate Contracts | Interest Rate Contracts | Foreign currency derivatives | ||||||||||||||
Recurring Fair Value Measures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net asset/(liability) at fair value | ' | ' | ' | ' | ' | ($11) | $1 | ($11) | $1 | ($5) | ($3) | ($22) | $35 | $16 | ($38) | $1 | ($1) | $4 | ($1) | $4 | ($17) | $2 | ($34) | $40 | $16 | ($38) | $1 |
Roll forward of Level 3 Net Asset | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning Balance | 4 | 36 | ' | 4 | 12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total gains/(losses) for the period: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Included in earnings | -4 | -9 | ' | -1 | -1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Included in other comprehensive income | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settlements | -1 | -4 | ' | -3 | -18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivatives entered into during the period | ' | 1 | ' | -1 | 23 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfers out of Level 3 (liability) | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfers out of Level 3 (asset) | ' | -14 | ' | ' | -9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending Balance | -1 | 10 | 36 | -1 | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transfers out of Level 3 (asset) | ' | 14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in unrealized gains/(losses) included in earnings relating to level 3 derivatives still held at the end of the periods | ($4) | ($8) | ' | ($1) | $25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (Pemex Exploraciony Produccion (PEP)) | Apr. 30, 2012 |
case | |
Pemex Exploraciony Produccion (PEP) | ' |
Loss Contingencies | ' |
Number of cases filed | 2 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2011 | Sep. 30, 2013 | Feb. 26, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Jul. 04, 2013 | Feb. 28, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 |
In Millions, unless otherwise specified | Minimum | Maximum | Rainbow pipeline | Rainbow pipeline | Rainbow pipeline | Rangeland Pipeline Release | Rangeland Pipeline Release | Rangeland Pipeline Release | Bay Springs Pipeline | Bay Springs Pipeline | Kemp River Pipeline Release | Kemp River Pipeline Release | ||
bbl | item | bbl | item | bbl | item | |||||||||
bbl | ||||||||||||||
Environmental | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated environmental reserve | $99 | $96 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reserve for environmental liabilities, short-term | 13 | 13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reserve for environmental liabilities, long-term | 86 | 83 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Probable recoveries from insurers and third parties recorded as a receivable | 10 | 42 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Actual cash expenditures for environmental liabilities, period paid | ' | ' | '3 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total estimated cost to clean up and remediate the site, before insurance recoveries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15 |
Total cost to clean up and remediate the site, before insurance recoveries | ' | ' | ' | ' | ' | 70 | ' | ' | 46 | ' | ' | 6 | ' | ' |
Estimated size of release (in barrels) | ' | ' | ' | ' | 28,000 | ' | ' | 3,000 | ' | ' | 120 | ' | 700 | ' |
Penalty or fines assessed | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' |
Number of enforcement actions | ' | ' | ' | ' | ' | ' | 4 | ' | ' | 4 | ' | ' | ' | ' |
Number of events occurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' |
Operating_Segments_Details
Operating Segments (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
segment | ||||
Operating Segments | ' | ' | ' | ' |
Operating segments number | ' | ' | 3 | ' |
Revenues: | ' | ' | ' | ' |
External Customers | $10,703 | $9,354 | $31,617 | $28,358 |
Intersegment | 341 | 321 | 1,021 | 838 |
Total revenues of reportable segments | 11,044 | 9,675 | 32,638 | 29,196 |
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments | ' | ' | ' | ' |
Equity earnings in unconsolidated entities | 19 | 9 | 42 | 25 |
Segment profit | 408 | 466 | 1,640 | 1,404 |
Maintenance capital | 42 | 47 | 124 | 123 |
Transportation | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
External Customers | 179 | 150 | 517 | 458 |
Intersegment | 199 | 214 | 594 | 585 |
Total revenues of reportable segments | 378 | 364 | 1,111 | 1,043 |
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments | ' | ' | ' | ' |
Equity earnings in unconsolidated entities | 19 | 9 | 42 | 25 |
Segment profit | 198 | 184 | 522 | 516 |
Maintenance capital | 29 | 26 | 84 | 78 |
Facilities | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
External Customers | 138 | 156 | 558 | 533 |
Intersegment | 142 | 106 | 425 | 252 |
Total revenues of reportable segments | 280 | 262 | 983 | 785 |
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments | ' | ' | ' | ' |
Segment profit | 146 | 140 | 445 | 344 |
Maintenance capital | 6 | 17 | 23 | 34 |
Supply and Logistics | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
External Customers | 10,386 | 9,048 | 30,542 | 27,367 |
Intersegment | ' | 1 | 2 | 1 |
Total revenues of reportable segments | 10,386 | 9,049 | 30,544 | 27,368 |
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments | ' | ' | ' | ' |
Segment profit | 64 | 142 | 673 | 544 |
Maintenance capital | 7 | 4 | 17 | 11 |
Interest expense related to hedged inventory | $8 | $3 | $21 | $9 |
Operating_Segments_Details_2
Operating Segments (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Reconciliation of segment profit to net income attributable to Plains | ' | ' | ' | ' |
Segment profit | $408 | $466 | $1,640 | $1,404 |
Depreciation and amortization | -93 | -210 | -265 | -356 |
Interest expense | -72 | -74 | -224 | -214 |
Other income, net | 3 | 4 | 2 | 6 |
Income tax expense | -9 | -13 | -79 | -43 |
NET INCOME | 237 | 173 | 1,074 | 797 |
Net income attributable to noncontrolling interests | -6 | -8 | -22 | -23 |
NET INCOME ATTRIBUTABLE TO PLAINS | $231 | $165 | $1,052 | $774 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (Oxy, USD $) | 3 Months Ended | 9 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Oct. 31, 2013 |
Subsequent Event | ||||||
Related party transaction | ' | ' | ' | ' | ' | ' |
Related party ownership of general partner interest (as a percent) | 35.00% | ' | 35.00% | ' | ' | 25.00% |
Revenues | $441 | $383 | $1,135 | $1,435 | ' | ' |
Purchases and related costs | 229 | 138 | 604 | 416 | ' | ' |
Trade accounts receivable and other receivables, gross | 307 | ' | 307 | ' | 231 | ' |
Accounts payable, gross | $238 | ' | $238 | ' | $129 | ' |
Impairments_Details
Impairments (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Impairments | ' | ' | ' |
Impairments of long-lived assets | $8 | $125 | $15 |