Commitments and Contingencies

6 Months Ended

Jun. 30, 2012

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, will have a materially adverse effect on our financial condition, results of operations or cash flows.  Although we believe that our operations are presently in material compliance with applicable requirements, as we acquire and incorporate additional assets it is possible that the Environmental Protection Agency (“EPA”) or other governmental entities may seek to impose fines, penalties or performance obligations on us (or on a portion of our operations) as a result of any past noncompliance whether such noncompliance initially developed before or after our acquisition.

New Jersey Department of Environmental Protection v. ExxonMobil Corp. et al. In June 2007, the New Jersey Department of Environmental Protection (“NJDEP”) brought suit in the Superior Court of New Jersey against GATX Corporation (“GATX”), ExxonMobil and our subsidiary, Plains Products Terminals LLC (“PPT”), to recover natural resources damages associated with, and to require remediation of, contamination at our Paulsboro terminal facility.  ExxonMobil and GATX filed third-party demands against PPT, seeking indemnity and contribution.  The natural resources damages were settled with the State of New Jersey.  The Settlement Agreement was approved by the court in September 2011.  PPT’s allocated share of this liability was $550,000, which was paid in November 2011.  We remain in dispute with ExxonMobil regarding future remediation responsibility as well as responsibility for prior remediation costs.

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.

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.  As we expand our pipeline assets through acquisitions, we typically improve on (reduce) the releases from such assets (in terms of frequency or volume) as we implement our integrity management procedures, remove selected assets from service and invest capital to upgrade the assets.  However, the inclusion of additional miles of pipe in our operations may result in an increase in the absolute number of releases company-wide compared to prior periods.  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 June 30, 2012, our estimated undiscounted reserve for environmental liabilities, including the reserve related to our Rangeland Pipeline release discussed further below, totaled approximately $134 million, of which approximately $56 million was classified as short-term and approximately $78 million was classified as long-term.  At December 31, 2011, our reserve for environmental liabilities totaled approximately $74 million, of which approximately $12 million was classified as short-term and approximately $62 million was classified as long-term.  At June 30, 2012 and December 31, 2011, we had recorded receivables totaling approximately $57 million and $47 million, respectively, for amounts probable of recovery under insurance and from third parties under indemnification agreements.

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.

Rangeland Pipeline Release

On June 7, 2012, we experienced a crude oil release on a section of our Rangeland Pipeline located near Sundre, Alberta, Canada.  The release, the size of which we currently estimate to be less than 1,000 barrels, was into the Red Deer River and was contained downstream in the Gleniffer reservoir. The pipeline, while pressurized, was shut in at the time of the incident and emergency response personnel were mobilized to begin containment, clean-up and remediation procedures in cooperation with the applicable regulatory agencies.  Clean-up and remediation activities of the reservoir were completed by June 30, 2012, and such activities for the surrounding impacted area are expected to be completed during 2012.

We estimate that the aggregate total clean-up and remediation costs, before insurance recoveries, will be approximately $53 million.  This estimate considers our prior experience in environmental investigation and remediation matters, as well as available data from, and in consultation with, our environmental specialists.  Although actual remediation costs may be more than amounts accrued, we believe we have established adequate reserves for all probable and reasonably estimable costs. We have accrued the total estimated costs to operating expense on our condensed consolidated statement of operations.

As of June 30, 2012, we had a remaining undiscounted gross environmental remediation liability related to this release of approximately $48 million, substantially all of which is presented as a current liability in “Accounts payable and accrued liabilities” on our condensed consolidated balance sheet. We maintain insurance coverage, which is subject to certain exclusions and deductibles, to protect us against such environmental liabilities. This coverage is adequate to cover the current estimated total remediation costs, and management believes that this coverage is also adequate to cover any potential remediation costs that may be in excess of amounts currently identified.  As of June 30, 2012, we had a remaining receivable of approximately $42 million for the portion of this liability that we believe is probable of recovery from insurance, net of deductibles. This receivable has been recognized as a current asset in “Trade accounts receivable and other receivables, net” on our condensed consolidated balance sheet with the offset reducing operating expense on our condensed consolidated statement of operations.

Insurance

A pipeline, terminal or other facility may experience damage as a result of an accident, natural disaster or terrorist activity.  These hazards can cause personal injury and loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and suspension of operations.  We maintain various types of insurance that we consider adequate to cover our operations and certain assets.  The insurance policies are subject to deductibles or self-insured retentions that we consider reasonable.  Our insurance does not cover every potential risk associated with operating pipelines, terminals and other facilities, including the potential loss of significant revenues.

The occurrence of a significant event not fully insured, indemnified or reserved against, or the failure of a party to meet its indemnification obligations, could materially and adversely affect our operations and financial condition.  We believe we are adequately insured for public liability and property damage with respect to our operations.  In the future, we may not be able to maintain insurance at levels that we consider adequate for rates we consider reasonable.  As a result, we may elect to self-insure or utilize higher deductibles in certain insurance programs.  For example, the market for hurricane-or windstorm-related property damage coverage has remained difficult the last few years.  The amount of coverage available has been limited, and costs have increased substantially with the combination of premiums and deductibles.

In 2011, we elected not to renew our hurricane insurance, and, instead, to self-insure this risk.  This decision does not affect our third-party liability insurance, which still covers hurricane-related liability claims and which we have renewed at our historic coverage levels.  In addition, although we believe that we have established adequate reserves to the extent such risks are not insured, costs incurred in excess of these reserves may be higher and may potentially have a material adverse effect on our financial conditions, results of operations or cash flows.