Organization and Basis of Presentation

9 Months Ended

Sep. 30, 2012

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.  Also, 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 liquid 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 three operating segments.

Definitions

Additional defined terms are used in this Form 10-Q and shall have the meanings indicated below:

AOCI	=	Accumulated other comprehensive income
Bcf	=	Billion cubic feet
Btu	=	British thermal unit
CAD	=	Canadian dollar
CME	=	Chicago Mercantile Exchange
DERs	=	Distribution equivalent rights
EBITDA	=	Earnings before interest, taxes, depreciation and amortization
FASB	=	Financial Accounting Standards Board
FERC	=	Federal Energy Regulatory Commission
GAAP	=	Generally accepted accounting principles in the United States
ICE	=	IntercontinentalExchange
LIBOR	=	London Interbank Offered Rate
LLS	=	Light Louisiana Sweet
LTIP	=	Long-term incentive plan
Mcf	=	Thousand cubic feet
MLP	=	Master limited partnership
MQD	=	Minimum quarterly distribution
NGL	=	Natural gas liquids including ethane, natural gasoline products, propane and butane
NPNS	=	Normal purchases and normal sales
NYMEX	=	New York Mercantile Exchange
NYSE	=	New York Stock Exchange
PLA	=	Pipeline loss allowance
PNG	=	PAA Natural Gas Storage, L.P.
SEC	=	Securities and Exchange Commission
USD	=	United States dollar
WTI	=	West Texas Intermediate
WTS	=	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 2011 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.  As discussed further below, certain reclassifications have been made to information from previous years to conform to the current presentation.  The condensed balance sheet data as of December 31, 2011 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, 2012 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.

Two-for-One Unit Split

In August 2012, the board of directors of our general partner approved a two-for-one split of our common units. The two-for-one split was effected on October 1, 2012, by a distribution of one additional common unit for each common unit outstanding and held by unitholders of record at the close of business on September 17, 2012 (and for each common unit issued by the Partnership during the period between September 18, 2012 and October 1, 2012). The effect of the two-for one split has been retroactively applied to all unit and per-unit amounts presented in this Form 10-Q.

Formation of Eagle Ford Pipeline LLC

During August 2012, we and Enterprise Products Partners (“Enterprise”) formed Eagle Ford Pipeline LLC (“EF Pipeline”) for the purpose of developing a crude oil pipeline system to service production in the Eagle Ford shale play of South Texas. This system will include a 175-mile crude oil and condensate pipeline, a marine terminal facility and approximately 1.8 million barrels of operational storage capacity across the system. Portions of the system are expected to be placed into service in the fourth quarter of 2012, with the remainder expected to be placed into service in the first half of 2013. We own a 50% interest in EF Pipeline and account for our investment under the equity method of accounting. We and Enterprise contributed fixed assets with estimated book values of approximately $134 million and $17 million, respectively.  In addition, Enterprise contributed cash of $58 million which we received from EF Pipeline in conjunction with the formation (a portion of which was received during the fourth quarter of 2012). Subsequent to the formation, we and Enterprise contributed $24 million each to fund continued development of the pipeline system.

Revision of Prior Period Financial Statements

Limited Partner and General Partner Income Allocation

During 2011, we identified an error in the manner in which we allocate net income to our limited partners and general partner. Previously, we calculated net income available to limited partners based on the distribution paid during the period by first allocating the incentive distribution paid during the period to the general partner and then allocating the remaining net income based on ownership interests (98% limited partner and 2% general partner). We have revised our methodology for the calculation of this allocation to take into account the distributions attributable to the period, which include distributions paid in the subsequent period. This revision does not impact net income, net income attributable to Plains, net income per limited partner unit, total partners’ capital or cash flows. We have determined that the impact of this error is not material to the previously issued financial statements. We have presented these changes retrospectively in the condensed consolidated statement of operations, which resulted in the following changes (in millions):

	Three Months Ended				Nine Months Ended
	September 30, 2011				September 30, 2011
	As Previously Reported		As Revised		As Previously Reported		As Revised
Net Income Attributable to Plains:
Limited Partners	$	224	$	221	$	528	$	520
General Partner	57		60		160		168
	$	281	$	281	$	688	$	688