EXHIBIT 99.2

Basin Pipeline System, Rancho Pipeline System and
the Permian Basin Gathering System
Transportation Business
Audited Combined Financial Statements
December 31, 2001

Report of Independent Accountants

To the Board of Directors of
Plains All American GP LLC

We have audited the accompanying combined balance sheet of the Basin Pipe
Line System, Rancho Pipe Line System and the Permian Basin Gathering System
Transportation Businesses (the Businesses) as of December 31, 2001, and the
related combined statements of income and owner's net investment and of cash
flows for the year then ended. These combined financial statements are the
responsibility of the Businesses' management. Our responsibility is to express
an opinion on these combined financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the combined
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statement. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe
that our audit provides a reasonable basis for our opinion.

As described in Note 1, the accompanying combined financial statements were
prepared for the purpose of complying with certain rules and regulations of the
Securities and Exchange Commission for inclusion in a Form 8-K to be filed in
connection with the acquisition of the Businesses by Plains All American
Pipeline, L.P.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the Businesses at
December 31, 2001, and the results of their operations and their cash flows for
the year then ended in conformity with accounting principles generally accepted
in the United States of America.

PricewaterhouseCoopers LLP

Houston, Texas
August 2, 2002

Basin Pipeline System, Rancho Pipeline System and
the Permian Basin Gathering System

Transportation Business

Combined Balance Sheet

December 31, 2001

(dollars in
thousands)

Assets
Current assets:
Accounts receivable:
Trade.............................. $ 5,017
Reimbursement of expenses.......... 858
Allowance oil inventory.............. 16,105
Materials and supplies............... 545
-------
22,525
Property and equipment, net........... 31,951
-------
54,476
=======
Liabilities and Owner's Net Investment
Current liabilities:
Accounts payable--trade.............. 48
Payable to parent.................... 86
Environmental remediation............ 998
Property tax payable................. 1,208
-------
2,340
Commitments and contingencies (Note 8)
Noncurrent liabilities:
Environmental remediation............ 127
-------
Total liabilities................ 2,467
Owner's net investment................ 52,009
-------
$54,476
=======

The accompanying notes are an integral part of these financial statements.

Basin Pipeline System, Rancho Pipeline System and
the Permian Basin Gathering System

Transportation Business

Combined Statement of Income and Owner's Net Investment

Year Ended December 31, 2001

(dollars in
thousands)

Revenues:
Pipeline tariffs........................ $52,853
Allowance oil........................... 6,144
Other................................... 693
-------
59,690
-------
Costs and expenses:
Operating costs......................... 26,226
General and administrative.............. 16,571
Depreciation............................ 2,375
-------
45,172
-------
Net income............................... 14,518
Deemed distribution to parent............ (5,884)
Owner's net investment, beginning of year 43,375
-------
Owner's net investment, end of year...... $52,009
=======

The accompanying notes are an integral part of these financial statements.

Basin Pipeline System, Rancho Pipeline System and
the Permian Basin Gathering System

Transportation Business

Combined Statement of Cash Flows

December 31, 2001

(dollars in
thousands)

Cash flows provided by operating activities:
Net income....................................................................... $14,518
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation................................................................... 2,375
Change in allowance oil inventory.............................................. (9,230)
(Increase) decrease in working capital:
Receivables.................................................................. (842)
Inventories.................................................................. 245
Payables and accruals........................................................ 658
Environmental remediation liability--noncurrent................................ 53
-------
Net cash provided by operating activities.................................. 7,777
Cash flows used for investing activities:
Capital expenditures............................................................. (1,893)
Net cash used for investing activities..................................... (1,893)
-------
Cash flows used for financing activities:.........................................
Deemed distributions to parent company........................................... (5,884)
Net cash used for financing activities..................................... (5,884)
Net increase in cash and cash equivalents......................................... --
Cash and cash equivalents at beginning of period.................................. --
-------
Cash and cash equivalents at end of period........................................ $ --
=======

The accompanying notes are an integral part of these financial statements.

BASIN PIPELINE SYSTEM, RANCHO PIPELINE SYSTEM AND
THE PERMIAN BASIN GATHERING SYSTEM
TRANSPORTATION BUSINESS

NOTES TO COMBINED FINANCIAL STATEMENTS

December 31, 2001

1. Organization and Basis of Presentation

The accompanying combined financial statements present, in conformity with
accounting principles generally accepted in the United States of America, the
combined assets, liabilities, revenues and expenses of the historical
operations of the transportation businesses comprised of the Basin Pipeline
System, the Rancho Pipeline System and the Permian Basin Gathering System
(collectively the Businesses) owned by Equilon Enterprises LLC dba Shell Oil
Products US and related entities (collectively referred to as Equilon).
Throughout the period covered by the combined financial statements, Equilon
owned and managed the Businesses' operations. Prior to 2002, Equilon was owned
by Shell Oil Company and its consolidated subsidiaries (Shell Oil) with a 56
percent equity interest and Texaco Inc. and its consolidated subsidiaries
(Texaco) with a 44 percent equity interest. In 2002, Shell acquired Texaco's
equity interest. The accompanying combined financial statements do not include
any adjustments related to push down accounting as a result of Shell Oil's
acquisition and are prepared in accordance with SEC rules and regulations based
on Equilon's historical accounting records.

The Basin Pipeline System consists of all the partnership interests in
Basin Pipeline Holdings LP which owns an undivided interest of approximately 85
percent in an approximately 514 mile crude oil pipeline from Jal, New Mexico to
Cushing, Oklahoma. The Rancho Pipeline System consists of all the partnership
interests in Rancho Pipeline Holdings LP which owns an undivided interest of
approximately 55 percent in an approximately 445 mile crude oil pipeline from
Mesa Station in McCamey, Texas to Houston, Texas. The Businesses are also the
operator of the Basin Pipeline and Rancho Pipeline Systems. The Permian Basin
Gathering System consists of various gathering pipelines and stations and real
property located in western Texas. The combined financial statements include
the Businesses' pro rata share of the assets, liabilities, revenues and
expenses primarily since the undivided interests are not subject to joint
control and the Businesses are only responsible for their pro rata share of
direct costs.

The accompanying combined financial statements are presented on a carve-out
basis to include the historical operations of the Businesses owned by Equilon.
In this context, no direct owner relationship existed among the various
operations comprising the Businesses as described above. Accordingly, Equilon's
net investment in the Businesses (owner's net investment) is shown in lieu of
stockholder's equity in the combined financial statements.

The combined statement of income and owner's net investment includes all
revenues and costs directly attributable to the Businesses, including costs for
facilities, functions and services used by the Businesses. The results of
operations also include allocations, generally based on total payroll costs, of
Equilon's general corporate expenses primarily related to corporate and
regional payroll costs.

Throughout the period covered by the combined financial statements, Equilon
has provided cash management services to the Businesses through centralized
treasury systems. As a result, all charges and cost allocations for the
Businesses discussed above covered by such centralized treasury systems were
deemed to have been paid by the Businesses to Equilon, in cash, during the
period in which the cost was recorded in the combined financial statements.

BASIN PIPELINE SYSTEM, RANCHO PIPELINE SYSTEM AND
THE PERMIAN BASIN GATHERING SYSTEM
TRANSPORTATION BUSINESS

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

December 31, 2001

All of the allocations and estimates in the combined financial statements
were based on assumptions that Equilon management believes were reasonable
under the circumstances. However, these allocations and estimates are not
necessarily indicative of the costs and expenses that would have resulted if
the Businesses had been operated as a separate entity. It is not practicable to
estimate the costs and expenses that would have resulted on a stand-alone basis.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets, liabilities, revenues and expenses and the disclosures of contingent
assets and liabilities. Although management believes these estimates are
reasonable, actual results could differ from those estimates.

Revenue Recognition

Revenues for the transportation of crude are recognized (1) based upon
regulated tariff rates and the related transportation volumes and (2) when the
delivery of crude is made to the shipper or another common carrier pipeline.
Allowance oil revenue is recognized when the Businesses receive the allowance
oil volumes which is valued at current market value. Any allowance oil sold is
presented as a by-product and recorded in revenue net of the selling price and
the cost of the inventory when initially recorded. The sale of allowance oil
inventory was not material.

Receivable for Reimbursement of Expenses

The receivable for reimbursement of expenses relates to reimbursement from
the other owners of the undivided interests discussed in Note 1 when the
Businesses have paid expenses on their behalf.

Property and Equipment

Crude oil pipeline and gathering assets are carried at cost. Costs subject
to depreciation are net of expected salvage values and depreciation is
calculated on a straight-line basis over the estimated useful lives of the
respective assets as follows:

Line pipe............. 20-25 years
Pump station equipment 20-25 years
Oil tanks............. 20-25 years
Buildings and other... 5-25 years

Acquisitions and improvements are capitalized; maintenance and repairs are
expensed as incurred.

BASIN PIPELINE SYSTEM, RANCHO PIPELINE SYSTEM AND
THE PERMIAN BASIN GATHERING SYSTEM
TRANSPORTATION BUSINESS

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

December 31, 2001

Impairment of Long-Lived Assets

The carrying values of long-lived assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
of any asset may not be recoverable. Recoverability of the carrying value of an
asset is assessed by reference to an estimate of the asset's undiscounted
future net cash flows. Measurement of any impairment would include a comparison
of discounted estimated future net cash flows to the net carrying value of the
related assets.

Inventories

Inventories consist of allowance oil held in pipelines and materials and
supplies. Allowance oil is recorded when received at the current fair value
based on a percentage, as specified in the published tariff document, of volume
transported. Any transportation product gains or losses for measurement
differences, evaporation or other reasons adjust the allowance oil and is
recorded in operating costs. This inventory is valued at lower of cost or
market with its cost determined using the average cost method based on the
amount initially recorded.

Materials and supplies are recorded at purchased costs using the average
cost method and valued at lower of cost or market.

Environmental Liabilities

The Businesses accrue for environmental remediation liabilities when it is
probable that such liabilities exist, based on past events or known conditions,
and the amount of such liability can be reasonably estimated. If the Businesses
can only estimate a range of probable liabilities, the minimum future
undiscounted expenditure necessary to satisfy the Businesses' future obligation
is accrued.

The Businesses determine the appropriate amount of each obligation by
considering all of the available data, including technical evaluations of the
currently available facts, interpretation of existing laws and regulations,
prior experience with similar sites and the estimated reliability of financial
projections.

The Businesses adjust the environmental liabilities, as required, based on
the latest experience with similar sites, changes in environmental laws and
regulations or their interpretation, development of new technology, or new
information related to the extent of the Businesses' obligation. Other
environmental expenditures, principally maintenance or preventive in nature,
are expensed or capitalized as appropriate.

Income Taxes

The Businesses have not historically incurred income tax expense as the
Businesses were included as part of Equilon, which, in accordance with the
provisions of the Internal Revenue Code, is not subject to U.S. Federal income
taxes. Rather, each partner includes its allocated share of the partnership's
income or loss in its own federal and state income tax returns.

BASIN PIPELINE SYSTEM, RANCHO PIPELINE SYSTEM AND
THE PERMIAN BASIN GATHERING SYSTEM
TRANSPORTATION BUSINESS

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

December 31, 2001

3. Other Revenue

Other revenue consists of a fixed fee received from third parties in
connection with selling microwave frequencies and conversion to newer
technologies. The microwave frequencies were used to transmit data related to
the pipeline such as temperatures, pressure and volumes. The newer technologies
relate to the use of various methods such as cellular and satellite systems.
The costs incurred to convert to the newer technologies were not material.

4. Property and Equipment

Accumulated
Cost depreciation Net
- -------- ------------ -------

Line pipe............. $ 81,254 $(64,698) $16,556
Oil tanks............. 11,414 (9,393) 2,021
Pump station equipment 26,032 (14,492) 11,540
Buildings............. 5,842 (4,369) 1,473
Land.................. 361 361
-------- -------- -------
$124,903 $(92,952) $31,951
======== ======== =======

5. Related Party Transactions

The Businesses have entered into transactions with Shell, Texaco and
Equilon, including the affiliates of these companies. Such transactions are in
the ordinary course of business and include the transportation of crude oil and
petroleum products.

The aggregate amounts of such transactions for the year ended December 31,
2001 were as follows:

(dollars in
thousands)

Pipeline tariff revenue $24,935

The accounts payable to parent primarily represents maintenance costs and
general and administrative costs charged to the Businesses by the parent and
its affiliates.

6. Pension Plans and Other Postretirement Benefits

Certain of the Businesses' employees participate in the Alliance Pension
Plan (a defined benefit plan) and the Alliance Savings Plan (a defined
contribution plan). Also, certain of the Businesses' employees participate in
Equilon sponsored benefit plans that provide healthcare benefits. Such plans
are unfunded, and the costs are shared by Equilon and its employees. The
Businesses' allocated expense related to these plans was approximately $1.2
million during the year ended December 31, 2001.

BASIN PIPELINE SYSTEM, RANCHO PIPELINE SYSTEM AND
THE PERMIAN BASIN GATHERING SYSTEM
TRANSPORTATION BUSINESS

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

December 31, 2001

7. New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 142 (Goodwill and Other
Intangible Assets). This statement requires that goodwill no longer be
amortized but should be tested for impairment at least on an annual basis.
Other intangible assets are to be amortized over their useful life and reviewed
for impairment in accordance with the provisions of SFAS No. 121 (Accounting
for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
of). Intangible assets with an indefinite useful life can no longer be
amortized until its useful life becomes determinable. SFAS 142 is effective for
fiscal years beginning after December 15, 2001, however, it does apply to any
goodwill acquired in a business combination completed after June 30, 2001. The
adoption of SFAS 142 did not have any impact to the Businesses.

In August 2001, the FASB issued SFAS 143 (Accounting for Obligations
Associated with the Retirement of Long-Lived Assets). This statement requires
the following: (a) an existing legal obligation associated with the retirement
of a tangible long-lived asset be recognized as a liability when incurred and
the amount of the liability be initially measured at fair value, (b) an entity
recognize subsequent changes in the liability that result from the passage of
time and revisions in either the timing or amount of estimated cash flows, and
(c) upon initially recognizing a liability for an asset retirement obligation,
an entity capitalize the cost by recognizing an increase in the carrying amount
of the related long-lived asset. SFAS 143 will be effective for financial
statements issued for fiscal years beginning after June 15, 2002. The
Businesses are currently evaluating the effects of this pronouncement.

In October 2001, the FASB issued SFAS 144 (Accounting for the Impairment or
Disposal of Long-Lived Assets). This statement supersedes SFAS 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of. The requirements of this statement provide that long-lived assets
that are to be disposed of by sale be measured at the lower of book value or
fair value less cost to sell. The scope of discontinued operations will be
expanded to include all components of an entity with operations that can be
distinguished from the rest of the entity and will be eliminated from the
ongoing operations of the entity in a disposal transaction. The provisions of
this statement are effective for fiscal years beginning after December 15,
2001. The adoption of SFAS 144 did not have a significant impact on the
Businesses.

8. Commitments and Contingencies

The Businesses lease certain real property, equipment and operating
facilities under various operating leases. The Businesses also incur costs
associated with leased land, rights-of-way, permits and regulatory fees, the
contracts for which generally extend beyond one year but can be cancelled at
any time should they not be required for operations. Future noncancellable
commitments related to these items at December 31, 2001 were not significant.

Total lease expense incurred for 2001 was approximately $0.5 million.

BASIN PIPELINE SYSTEM, RANCHO PIPELINE SYSTEM AND
THE PERMIAN BASIN GATHERING SYSTEM
TRANSPORTATION BUSINESS

NOTES TO COMBINED FINANCIAL STATEMENTS--(Continued)

December 31, 2001

The Businesses are subject to possible loss contingencies including actions
or claims based on environmental laws, federal regulations, and other matters.
While it is impossible to ascertain the ultimate legal and financial liability
with respect to many such contingent liabilities and commitments, the
Businesses have accrued amounts (undiscounted) related to certain such
liabilities where the outcome is deemed both probable and reasonably measurable.

Similar to other companies in the crude oil transportation industry, the
Businesses incur costs for preventive and corrective actions at facilities and
those environmental costs of operations and remediation activities are accrued
on a basis consistent with the accounting policy set forth in Note 2. The
Businesses may be obligated to take remedial action as a result of the
enactment of laws or the issuance of new regulations or to correct for the
effects of the Businesses' actions on the environment. Most of the expenditures
to fulfill these obligations relate to facilities where past operations
followed practices and procedures that were considered appropriate under
regulations, if any, existing at the time, but may now require investigatory or
remedial work to adequately protect the environment or address new regulatory
requirements. The Businesses have accrued $1.1 million at December 31, 2001 for
planned environmental remediation activities, and this accrual, in management's
opinion, is appropriate based on existing facts and circumstances. Expensed
environmental costs were approximately $1 million for the year ended December
31, 2001.

9. Subsequent Event

Subsequent to December 31, 2001, Equilon entered into a purchase and sale
agreement (the agreement) with Plains All American Pipeline, L.P. (PAA) to sell
the Businesses for approximately $305 million in cash, excluding direct
acquisition and other costs. The sale excluded crude oil held in inventory for
shippers and allowance oil inventory held for Equilon and other working capital
items and branding rights, trademarks and other similar property. The sale
closed on August 1, 2002.