UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) — May 4, 2011

 

Plains All American Pipeline, L.P.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

1-14569

 

76-0582150

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

333 Clay Street, Suite 1600, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code 713-646-4100

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 9.01.                                          Financial Statements and Exhibits

 

(d)    Exhibit 99.1 — Press Release dated May 4, 2011.

 

Item 2.02 and Item 7.01. Results of Operations and Financial Condition; Regulation FD Disclosure

 

Plains All American Pipeline, L.P. (the “Partnership”) today issued a press release reporting its first-quarter 2011 results. We are furnishing the press release, attached as Exhibit 99.1, pursuant to Item 2.02 and Item 7.01 of Form 8-K.  We are providing detailed guidance for financial performance for the second quarter and second half of calendar 2011.  In accordance with General Instruction B.2. of Form 8-K, the information presented herein under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

 

Disclosure of Second Quarter and Second Half 2011 Guidance

 

To supplement our financial information presented in accordance with GAAP, management uses additional measures that are known as “non-GAAP financial measures” in its evaluation of past performance and prospects for the future.  Management believes that the presentation of such additional financial measures provides useful information to investors regarding our financial condition and results of operations because these measures, when used in conjunction with related GAAP financial measures, (i) provide additional information about our core operations and ability to generate and distribute cash flow, (ii) provide investors with the financial analytical framework upon which management bases financial, operational, compensation and planning decisions and (iii) present measurements that investors, rating agencies and debt holders have indicated are useful in assessing us and our results of operations.  EBIT and EBITDA (each as defined below in Note 1 to the “Operating and Financial Guidance” table) are non-GAAP financial measures. Net income represents one of the two most directly comparable GAAP measures to EBIT and EBITDA. In Note 10 below, we reconcile net income to EBIT and EBITDA for the 2011 guidance periods presented. Cash flow from operating activities is the other most comparable GAAP measure. We do not, however, reconcile cash flows from operating activities to EBIT and EBITDA, because such reconciliations are impractical for a forecasted period. We encourage you to visit our website at www.paalp.com (in particular the section entitled “Non-GAAP Reconciliations”), which presents a historical reconciliation of EBIT and EBITDA as well as certain other commonly used non-GAAP financial measures. In addition, we have highlighted the impact of (i) equity compensation expense, (ii) gains from other derivative activities, (iii) net loss on early repayment of senior notes, (iv) insurance deductible related to property damage incident, (v) significant acquisition related expenses, and (vi) noncontrolling interest portion of selected items impacting comparability, as such items affect Segment Profit, EBITDA, Net Income attributable to Plains and Net Income per Basic and Diluted Limited Partner Unit.

 

We based our guidance for the three-month period ending June 30, 2011 and the six-month and twelve-month period ending December 31, 2011 on assumptions and estimates that we believe are reasonable given our assessment of historical trends (modified for changes in market conditions), business cycles and other reasonably available information. Projections covering multi-quarter periods contemplate inter-period changes in future performance resulting from new expansion projects, seasonal operational changes (such as LPG sales) and acquisition synergies. Our assumptions and future performance, however, are both subject to a wide range of business risks and uncertainties, so no assurance can be provided that actual performance will fall within the guidance ranges. Please refer to information under the caption “Forward-Looking Statements and Associated Risks” below. These risks and uncertainties, as well as other unforeseeable risks and uncertainties, could cause our actual results to differ materially from those in the following table. The operating and financial guidance provided below is given as of the date hereof, based on information known to us as of May 3, 2011. We undertake no obligation to publicly update or revise any forward-looking statements.

 

2



 

Plains All American Pipeline, L.P.

Operating and Financial Guidance

(in millions, except per unit data)

 

 

 

Actual

 

Guidance (1)

 

 

 

3 Months

 

3 Months Ending

 

6 Months Ending

 

12 Months Ending

 

 

 

Ended

 

June 30, 2011

 

December 31, 2011

 

December 31, 2011

 

 

 

3/31/2011

 

Low

 

High

 

Low

 

High

 

Low

 

High

 

Segment Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues (including equity earnings from unconsolidated entities)

 

$

615

 

$

559

 

$

581

 

$

1,140

 

$

1,159

 

$

2,314

 

$

2,355

 

Field operating costs

 

(197

)

(218

)

(212

)

(410

)

(403

)

(825

)

(812

)

General and administrative expenses

 

(70

)

(65

)

(63

)

(120

)

(116

)

(255

)

(249

)

 

 

348

 

276

 

306

 

610

 

640

 

1,234

 

1,294

 

Depreciation and amortization expense

 

(63

)

(64

)

(61

)

(127

)

(123

)

(254

)

(247

)

Interest expense, net

 

(65

)

(65

)

(62

)

(133

)

(128

)

(263

)

(255

)

Income tax benefit (expense)

 

(13

)

(8

)

(6

)

(12

)

(10

)

(33

)

(29

)

Other income (expense), net

 

(22

)

1

 

1

 

3

 

3

 

(18

)

(18

)

Net Income

 

185

 

140

 

178

 

341

 

382

 

666

 

745

 

Less: Net income attributable to noncontrolling interests

 

(3

)

(7

)

(5

)

(17

)

(14

)

(27

)

(22

)

Net Income attributable to Plains

 

$

182

 

$

133

 

$

173

 

$

324

 

$

368

 

$

639

 

$

723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income to Limited Partners

 

$

133

 

$

81

 

$

120

 

$

213

 

$

257

 

$

427

 

$

510

 

Basic Net Income Per Limited Partner Unit (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Units Outstanding

 

143

 

149

 

149

 

149

 

149

 

148

 

148

 

Net Income Per Unit

 

$

0.90

 

$

0.53

 

$

0.79

 

$

1.41

 

$

1.70

 

$

2.83

 

$

3.40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Net Income Per Limited Partner Unit (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Units Outstanding

 

144

 

150

 

150

 

150

 

150

 

148

 

148

 

Net Income Per Unit

 

$

0.90

 

$

0.53

 

$

0.79

 

$

1.41

 

$

1.69

 

$

2.81

 

$

3.36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBIT

 

$

263

 

$

213

 

$

246

 

$

486

 

$

520

 

$

962

 

$

1,029

 

EBITDA

 

$

326

 

$

277

 

$

307

 

$

613

 

$

643

 

$

1,216

 

$

1,276

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected Items Impacting Comparability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity compensation expense

 

$

(14

)

$

(13

)

$

(13

)

$

(19

)

$

(19

)

$

(46

)

$

(46

)

Gains from other derivative activities

 

20

 

 

 

 

 

20

 

20

 

Net loss on early repayment of senior notes

 

(23

)

 

 

 

 

(23

)

(23

)

Insurance deductible related to property damage incident

 

(1

)

 

 

 

 

(1

)

(1

)

Significant acquisition related expenses

 

(4

)

 

 

 

 

(4

)

(4

)

Selected Items Impacting Comparability of EBITDA

 

(22

)

(13

)

(13

)

(19

)

(19

)

(54

)

(54

)

Noncontrolling interest portion of Selected Items Impacting Comparability

 

2

 

1

 

1

 

1

 

1

 

4

 

4

 

Selected Items Impacting Comparability of Net Income attributable to Plains

 

$

(20

)

$

(12

)

$

(12

)

$

(18

)

$

(18

)

$

(50

)

$

(50

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Excluding Selected Items Impacting Comparability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Segment Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transportation

 

$

143

 

$

135

 

$

139

 

$

303

 

$

309

 

$

581

 

$

591

 

Facilities

 

87

 

84

 

87

 

189

 

193

 

360

 

367

 

Supply and Logistics

 

117

 

70

 

93

 

137

 

157

 

324

 

367

 

Other income (expense), net

 

1

 

1

 

1

 

3

 

3

 

5

 

5

 

Adjusted EBITDA

 

$

348

 

$

290

 

$

320

 

$

632

 

$

662

 

$

1,270

 

$

1,330

 

Adjusted Net Income attributable to Plains

 

$

202

 

$

145

 

$

185

 

$

342

 

$

386

 

$

689

 

$

773

 

Adjusted Basic Net Income per Limited Partner Unit

 

$

1.04

 

$

0.61

 

$

0.87

 

$

1.53

 

$

1.81

 

$

3.17

 

$

3.72

 

Adjusted Diluted Net Income per Limited Partner Unit

 

$

1.03

 

$

0.61

 

$

0.87

 

$

1.52

 

$

1.81

 

$

3.14

 

$

3.69

 

 

3



 


(1)            The projected average foreign exchange rate is $1.0 Canadian dollar to $1 U.S. Dollar for the three month period  ending June 30, 2011 and $1.05 Canadian dollar to $1 U.S. Dollar for the six month period ending December 31, 2011. The rate as of May 3, 2011 was $0.95 Canadian dollar to $1 U.S. Dollar.  A $0.05 change in the FX rate will impact annual EBITDA by approximately $10 million.

(2)            Net income per unit has been calculated in accordance with FASB’s requirement that the distribution pertaining to the current period’s net income, which is to be paid in the subsequent quarter, be utilized within the earnings per unit calculation.

 

Notes and Significant Assumptions:

 

1. Definitions.

 

EBIT

Earnings before interest and taxes

EBITDA

Earnings before interest, taxes and depreciation and amortization expense

Segment Profit

Net revenues (including equity earnings, as applicable) less field operating costs and segment general and administrative expenses

Bbls/d

Barrels per day

Bcf

Billion cubic feet

LTIP

Long-Term Incentive Plan

LPG

Liquefied petroleum gas and other natural gas-related petroleum products (primarily propane and butane)

FX

Foreign currency exchange

General partner (GP)

As the context requires, “general partner” refers to any or all of (i) PAA GP LLC, the owner of our 2% general partner interest, (ii) Plains AAP, L.P., the sole member of PAA GP LLC and owner of our incentive distribution rights and (iii) Plains All American GP LLC, the general partner of Plains AAP, L.P.

 

2.               Operating Segments. We manage our operations through three operating segments: (i) Transportation, (ii) Facilities and (iii) Supply and Logistics. The following is a brief explanation of the operating activities for each segment as well as key metrics.

 

a.               Transportation. Our transportation segment operations generally consist of fee-based activities associated with transporting crude oil and refined products on pipelines, gathering systems, trucks and barges. We generate revenue through a combination of tariffs, third-party leases of pipeline capacity and transportation fees. Our transportation segment also includes our equity earnings from our investments in the Butte, Frontier and White Cliffs pipeline systems and Settoon Towing, in which we own non-controlling interests.

 

Pipeline volume estimates are based on historical trends, anticipated future operating performance and assumed completion of internal growth projects. Actual volumes will be influenced by maintenance schedules at refineries, production declines, weather and other natural occurrences including hurricanes, changes in the quantity of inventory held in tanks, and other external factors beyond our control. We forecast adjusted segment profit using the volume assumptions in the table below, priced at forecasted tariff rates, less estimated field operating costs and G&A expenses. Field operating costs do not include depreciation. Actual segment profit could vary materially depending on the level and mix of volumes transported or expenses incurred during the period.

 

The following table summarizes our total pipeline volumes and highlights major systems that are significant either in total volumes transported or in contribution to total transportation segment profit.

 

4


 


 

 

 

Actual

 

Guidance

 

 

 

Three Months

 

Three Months

 

Six Months

 

Twelve Months

 

 

 

Ended

 

Ending

 

Ending

 

Ending

 

 

 

Mar 31, 2011

 

Jun 30, 2011

 

Dec 31, 2011

 

Dec 31, 2011

 

Average Daily Volumes (000 Bbls/d)

 

 

 

 

 

 

 

 

 

All American

 

35

 

37

 

38

 

37

 

Basin

 

427

 

400

 

400

 

407

 

Capline

 

188

 

190

 

190

 

190

 

Line 63 / 2000

 

94

 

100

 

100

 

97

 

Salt Lake City Area Systems (1)

 

136

 

140

 

140

 

139

 

Permian Basin Area Systems (1)

 

392

 

400

 

410

 

404

 

Manito

 

67

 

60

 

60

 

62

 

Rainbow

 

179

 

185

 

140

 

162

 

Rangeland

 

54

 

50

 

55

 

54

 

Refined Products

 

97

 

120

 

115

 

112

 

Other

 

1,235

 

1,288

 

1,297

 

1,278

 

 

 

2,904

 

2,970

 

2,945

 

2,942

 

Trucking

 

99

 

100

 

105

 

102

 

 

 

3,003

 

3,070

 

3,050

 

3,044

 

Segment Profit per Barrel ($/Bbl)

 

 

 

 

 

 

 

 

 

Excluding Selected Items Impacting Comparability (2)

 

$

0.53

 

$

0.49

(2)

$

0.55

(2)

$

0.53

(2)

 


(1)             The aggregate of multiple systems in their respective areas.

(2)             Mid-point of guidance.

 

b.              Facilities. Our facilities segment operations generally consist of fee-based activities associated with providing storage, terminalling and throughput services for crude oil, refined products, LPG and natural gas, as well as LPG fractionation and isomerization services. We generate revenue through a combination of month-to-month and multi-year leases and processing arrangements.

 

Adjusted segment profit is forecast using the volume assumptions in the table below, priced at forecasted rates, less estimated field operating costs and G&A expenses. Field operating costs do not include depreciation.

 

 

 

Actual

 

Guidance

 

 

 

Three Months

 

Three Months

 

Six Months

 

Twelve Months

 

 

 

Ended

 

Ending

 

Ending

 

Ending

 

 

 

Mar 31, 2011

 

Jun 30, 2011

 

Dec 31, 2011

 

Dec 31, 2011

 

Operating Data

 

 

 

 

 

 

 

 

 

Crude oil, refined products and LPG storage (MMBbls/Mo.)

 

67

 

69

 

72

 

70

 

Natural Gas Storage (Bcf/Mo.)

 

59

 

75

 

76

 

72

 

LPG Processing (MBbl/d)

 

11

 

11

 

11

 

11

 

Facilities Activities Total (1)

 

 

 

 

 

 

 

 

 

Avg. Capacity (MMBbls/Mo.)

 

77

 

82

 

85

 

82

 

 

 

 

 

 

 

 

 

 

 

Segment Profit per Barrel ($/Bbl)

 

 

 

 

 

 

 

 

 

Excluding Selected Items Impacting Comparability (2)

 

$

0.37

 

$

0.35

(2)

$

0.38

(2)

$

0.37

(2)

 


(1)             Calculated as the sum of: (i) crude oil, refined products and LPG storage capacity; (ii) natural gas storage capacity divided by the gas to crude Btu equivalent ratio of 6 mcf of gas to 1 barrel of crude oil; and (iii) LPG processing volumes multiplied by the number of days in the period and divided by the number of months in the period.

(2)             Mid-point of guidance.

 

5



 

c.               Supply and Logistics. Our supply and logistics segment operations generally consist of the following activities:

 

·                  the purchase of crude oil at the wellhead and the bulk purchase of crude oil at pipeline and terminal facilities, as well as the purchase of foreign cargoes at their load port and various other locations in transit;

 

·                  the storage of inventory during contango market conditions and the seasonal storage of LPG;

 

·                  the purchase of refined products and LPG from producers, refiners and other marketers;

 

·                  the resale or exchange of crude oil, refined products and LPG at various points along the distribution chain to refiners or other resellers to maximize profits; and

 

·                  the transportation of crude oil, refined products and LPG on trucks, barges, railcars, pipelines and ocean-going vessels to our terminals and third-party terminals.

 

The level of profit in the supply and logistics segment is influenced by overall market structure and the degree of volatility in the crude oil market, as well as variable operating expenses. Forecasted operating results for the three-month period ending June 30, 2011 reflect the current market structure and, for the last nine months of 2011, reflect the seasonal, weather-related variations in LPG sales.  Variations in weather, market structure or volatility could cause actual results to differ materially from forecasted results.

 

We forecast adjusted segment profit using the volume assumptions stated below, as well as estimates of unit margins, field operating costs, G&A expenses and carrying costs for contango inventory, based on current and anticipated market conditions. Actual volumes are influenced by temporary market-driven storage and withdrawal of oil, maintenance schedules at refineries, production declines, weather, and other external factors beyond our control. Field operating costs do not include depreciation. Realized unit margins for any given lease-gathered barrel could vary significantly based on a variety of factors including location, quality and contract structure. Accordingly, the projected segment profit per barrel can vary significantly even if aggregate volumes are in line with the forecasted levels.

 

 

 

Actual

 

Guidance

 

 

 

Three Months

 

Three Months

 

Six Months

 

Twelve Months

 

 

 

Ended

 

Ending

 

Ending

 

Ending

 

 

 

Mar 31, 2011

 

Jun 30, 2011

 

Dec 31, 2011

 

Dec 31, 2011

 

Average Daily Volumes (MBbl/d)

 

 

 

 

 

 

 

 

 

Crude Oil Lease Gathering Purchases

 

723

 

750

 

750

 

744

 

LPG Sales

 

151

 

70

 

120

 

115

 

Waterborne foreign crude oil imported

 

26

 

30

 

40

 

34

 

 

 

900

 

850

 

910

 

893

 

 

 

 

 

 

 

 

 

 

 

Segment Profit per Barrel ($/Bbl)

 

 

 

 

 

 

 

 

 

Excluding Selected Items Impacting Comparability (1)

 

$

1.46

 

$

1.05

(1)

$

0.88

(1)

$

1.06

(1)

 


(1)             Mid-point of guidance

 

3.              Depreciation and Amortization. We forecast depreciation and amortization based on our existing depreciable assets, forecasted capital expenditures and projected in-service dates. Depreciation may vary during any one period due to gains and losses on intermittent sales of assets, asset retirement obligations, asset impairments or foreign exchange rates.

 

4.              Acquisitions and Other Capital Expenditures.  Although acquisitions constitute a key element of our growth strategy, the forecasted results and associated estimates do not include any forecasts for acquisitions to which we may commit after the date hereof. We forecast capital expenditures during calendar 2011 to be approximately $600 million for expansion projects with an additional $90 million for maintenance capital projects. During the first three months of 2011, we spent

 

6



 

$97 million and $24 million, respectively, for expansion and maintenance projects.  Following are some of the more notable projects and forecasted expenditures for the year ending December 31, 2011:

 

 

 

Calendar 2011

 

 

 

(in millions)

 

Expansion Capital

 

 

 

· PAA Natural Gas Storage (multiple projects)

 

$

103

 

· Cushing - Phases IX - XI

 

61

 

· Basile Gas Processing Facility

 

36

 

· Ross (Stanley) Rail Project

 

35

 

· Undisclosed

 

30

 

· Shafter Expansion

 

25

 

· Bumstead Facility

 

22

 

· Undisclosed

 

20

 

· Nipisi Treater

 

18

 

· Mid-Continent Project

 

17

 

· Patoka Phase IV

 

17

 

· Ridgelawn (Sidney) Propane Storage

 

13

 

· Basin System Expansion

 

12

 

· Other projects (1)

 

191

 

 

 

600

 

Maintenance Capital

 

90

 

Total Projected Capital Expenditures (excluding acquisitions)

 

$

690

 

 


(1)             Primarily pipeline connections, upgrades and truck stations, new tank construction and refurbishing, and carry-over of projects started in 2010.

 

5.              Capital Structure. This guidance is based on our capital structure as of March 31, 2011.

 

6.              Interest Expense. Debt balances are projected based on estimated cash flows, estimated distribution rates, estimated capital expenditures for maintenance and expansion projects, expected timing of collections and payments, and forecasted levels of inventory and other working capital sources and uses. Interest rate assumptions for variable-rate debt are based on the current forward LIBOR curve.

 

Included in interest expense are commitment fees, amortization of long-term debt discounts or premiums, deferred amounts associated with terminated interest-rate hedges and interest on short-term debt for non-contango inventory (primarily hedged LPG inventory and New York Mercantile Exchange and IntercontinentalExchange margin deposits). Interest expense is net of amounts capitalized for major expansion capital projects and does not include interest on borrowings for inventory stored in a contango market. We treat interest on contango-related borrowings as carrying costs of crude oil and include it in purchases and related costs.

 

7.              Income Taxes. Effective January 1, 2011, our Canadian entities that were previously pass-through entities for Canadian tax purposes became taxpaying entities.  For U.S. tax purposes, these entities will continue to be treated as pass-through entities.  As a result of this and other organizational modifications related to this event, we expect our Canadian income tax expense to increase to approximately $31 million, of which approximately $27 million is classified as current taxes.  In addition, withholding tax payments of approximately $10 million are estimated to be payable in 2011. Such withholding payments will reduce distributable cash flow, but will result in a tax credit to our equity holders and will be reflected as a distribution in partners’ capital.

 

8.              Reconciliation of Adjusted EBITDA to Implied DCF. The following table reconciles the mid-point of adjusted EBITDA to implied distributable cash flow for the three-month period ending June 30, 2011 and the twelve-month period ending December 31, 2011.

 

7



 

 

 

Mid-Point Guidance

 

 

 

Jun. 30, 2011

 

Dec. 31, 2011

 

Adjusted EBITDA

 

$

305

 

$

1,300

 

Interest expense, net

 

(64

)

(259

)

Cash income taxes

 

(6

)

(27

)

Withholding taxes

 

 

(10

)

Distributions to non-controlling interests

 

(11

)

(41

)

Maintenance capital expenditures

 

(22

)

(90

)

Other, net

 

1

 

6

 

Implied DCF

 

$

203

 

$

879

 

 

9.              Equity Compensation Plans. The majority of grants outstanding under our various equity compensation plans contain vesting criteria that are based on a combination of performance benchmarks and service period. The grants will vest in various percentages, typically on the later to occur of specified vesting dates and the dates on which minimum distribution levels are reached. Among the various grants outstanding as of May 4, 2011, estimated vesting dates range from May 2011 to May 2019 and annualized distribution levels range from $3.50 to $4.80. For some awards, a percentage of any units remaining unvested as of a date certain will vest on such date and all others will be forfeited.

 

On April 11, 2011, we declared an annualized distribution of $3.88 payable on May 13, 2011 to our unitholders of record as of May 3, 2011. We have made the assessment that a $4.00 distribution level is probable of occurring, and accordingly, for grants that vest at annualized distribution levels of $4.00 or less, guidance includes an accrual over the applicable service period at an assumed market price of $64.00 per unit as well as an accrual associated with awards that will vest on a date certain. The actual amount of equity compensation expense amortization in any given period will be directly influenced by (i) our unit price at the end of each reporting period, (ii) our unit price on the vesting date (iii) the probability assessment regarding distributions, and (iv) new equity compensation award grants. For example, a $3.00 change in the unit price assumption at June 30, 2011 would change the second-quarter equity compensation expense by approximately $4 million and the second-half equity compensation expense by approximately $10 million. Therefore, actual net income could differ materially from our projections. Similarly, if an assessment was made that a $4.10 distribution level was probable, second-quarter equity compensation expense would increase by approximately $11 million (approximately $8 million for the cumulative effect of prior service periods and approximately $3 million for the current service period amortization). Additionally, compensation expense for the six months ending December 31, 2011 would increase approximately $7 million.

 

10.       Reconciliation of Net Income to EBIT and EBITDA. The following table reconciles net income to EBIT and EBITDA, for the three-month guidance period ending June 30, 2011 and the six-month and twelve-month guidance periods ending December 31, 2011.

 

 

 

Actual

 

Guidance

 

 

 

3 Months

 

3 Months Ending

 

6 Months Ending

 

12 Months Ending

 

 

 

Ended

 

June 30, 2011

 

December 31, 2011

 

December 31, 2011

 

 

 

Mar 31, 2011

 

Low

 

High

 

Low

 

High

 

Low

 

High

 

 

 

 

 

 

 

 

 

(in millions, except per unit amounts)

 

Reconciliation to EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

185

 

$

140

 

$

178

 

$

341

 

$

382

 

$

666

 

$

745

 

Interest expense

 

65

 

65

 

62

 

133

 

128

 

263

 

255

 

Income tax expense

 

13

 

8

 

6

 

12

 

10

 

33

 

29

 

EBIT

 

263

 

213

 

246

 

486

 

520

 

962

 

1,029

 

Depreciation and amortization

 

63

 

64

 

61

 

127

 

123

 

254

 

247

 

EBITDA

 

$

326

 

$

277

 

$

307

 

$

613

 

$

643

 

$

1,216

 

$

1,276

 

 

8



 

Forward-Looking Statements and Associated Risks

 

All statements included in this report, other than statements of historical fact, are forward-looking statements, including, but not limited to, statements incorporating the words “anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend” and “forecast,” as well as similar expressions and statements regarding our business strategy, plans and objectives for future operations. The absence of these words, however, does not mean that the statements are not forward-looking. These statements reflect our current views with respect to future events, based on what we believe to be reasonable assumptions. Certain factors could cause actual results to differ materially from results anticipated in the forward-looking statements. These factors include, but are not limited to:

 

·                  failure to implement or capitalize on planned internal growth projects;

 

·                  maintenance of our credit rating and ability to receive open credit from our suppliers and trade counterparties;

 

·                  continued creditworthiness of, and performance by, our counterparties, including financial institutions and trading companies with which we do business;

 

·                  the effectiveness of our risk management activities;

 

·                  environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves;

 

·                  abrupt or severe declines or interruptions in outer continental shelf production located offshore California and transported on our pipeline systems;

 

·                  shortages or cost increases of supplies, materials or labor;

 

·                  the availability of adequate third-party production volumes for transportation and marketing in the areas in which we operate and other factors that could cause declines in volumes shipped on our pipelines by us and third-party shippers, such as declines in production from existing oil and gas reserves or failure to develop additional oil and gas reserves;

 

·                  fluctuations in refinery capacity in areas supplied by our mainlines and other factors affecting demand for various grades of crude oil, refined products and natural gas and resulting changes in pricing conditions or transportation throughput requirements;

 

·                  the availability of, and our ability to consummate, acquisition or combination opportunities;

 

·                  our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness;

 

·                  the successful integration and future performance of acquired assets or businesses and the risks associated with operating in lines of business that are distinct and separate from our historical operations;

 

·                  unanticipated changes in crude oil market structure, grade differentials and volatility (or lack thereof);

 

·                  the impact of current and future laws, rulings, governmental regulations, accounting standards and statements and related interpretations;

 

·                  the effects of competition;

 

·                  interruptions in service on third-party pipelines;

 

·                  increased costs or lack of availability of insurance;

 

·                  fluctuations in the debt and equity markets, including the price of our units at the time of vesting under our long-term incentive plans;

 

·                  the currency exchange rate of the Canadian dollar;

 

9



 

·                  weather interference with business operations or project construction;

 

·                  risks related to the development and operation of natural gas storage facilities;

 

·                  future developments and circumstances at the time distributions are declared;

 

·                  general economic, market or business conditions and the amplification of other risks caused by volatile financial markets, capital constraints and pervasive liquidity concerns; and

 

·                  other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of crude oil, refined products and liquefied petroleum gas and other natural gas related petroleum products.

 

We undertake no obligation to publicly update or revise any forward-looking statements. Further information on risks and uncertainties is available in our filings with the Securities and Exchange Commission, which information is incorporated by reference herein.

 

10



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

PLAINS ALL AMERICAN PIPELINE, L.P.

 

 

 

By:

PAA GP LLC, its general partner

 

 

 

 

By:

PLAINS AAP, L. P., its sole member

 

 

 

 

By:

PLAINS ALL AMERICAN GP LLC, its general partner

 

 

 

Date: May 4, 2011

By:

/s/ Charles Kingswell-Smith

 

 

Name:    Charles Kingswell-Smith

 

 

Title:      Vice President and Treasurer

 

11


Exhibit 99.1

 

 

Contacts:

Roy I. Lamoreaux

Al Swanson

 

Director, Investor Relations

Executive Vice President, CFO

 

713/646-4222 — 800/564-3036

713/646-4455 — 800/564-3036

 

FOR IMMEDIATE RELEASE

 

Plains All American Pipeline, L.P. Reports

Strong First-Quarter 2011 Results

 

(Houston — May 4, 2011) Plains All American Pipeline, L.P. (NYSE: PAA) today reported net income attributable to Plains of $182 million, or $0.90 per diluted limited partner unit, for the first quarter 2011 as compared to net income attributable to Plains for the first quarter 2010 of $151 million, or $0.80 per diluted limited partner unit. The Partnership reported earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $326 million for the first quarter 2011, compared with reported EBITDA of $276 million for the first quarter 2010.

 

The Partnership’s reported results include the impact of items that affect comparability between reporting periods. The impact of these items is excluded from adjusted results, as detailed in the table below. Accordingly, the Partnership’s first-quarter 2011 adjusted net income attributable to Plains, adjusted net income per diluted limited partner unit and adjusted EBITDA were $202 million, $1.03 and $348 million, respectively, as compared to respective first quarter 2010 measures of $147 million, $0.77 and $272 million. (See the section of this release entitled “Non-GAAP Financial Measures” and the attached tables for discussion of EBITDA and other non-GAAP financial measures and reconciliations of such measures to the comparable GAAP measures.)

 

“PAA delivered strong financial results for the first quarter 2011,” stated Greg L. Armstrong, Chairman & CEO of Plains All American.  “These results represent solid contributions from our fee-based segments and excellent performance from our supply and logistics segment during volatile market conditions.  As a result of PAA’s first-quarter performance, our favorable outlook for the second quarter and our expectation of baseline performance throughout the remainder of the year, we have increased our full-year 2011 adjusted EBITDA guidance by $75 million to a mid-point of $1.3 billion.”

 

“We ended the first quarter with a strong balance sheet, solid credit metrics and approximately $2.2 billion of committed liquidity.  As a result, we are well positioned to complete our 2011 organic growth capital program and to actively pursue additional organic and acquisition-oriented growth.”

 

-MORE-

 

 

333 Clay Street, Suite 1600          Houston, Texas 77002          713-646-4100 / 800-564-3036

 



 

Page 2

 

The following table summarizes selected items that the Partnership believes impact comparability of financial results between reporting periods (amounts in millions, except per unit amounts):

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

Selected Items Impacting Comparability - Income / (Loss):

 

 

 

 

 

Equity compensation expense (1)

 

$

(14

)

$

(14

)

Gains from other derivative activities (2)

 

20

 

19

 

Net loss on early repayment of senior notes

 

(23

)

 

Insurance deductible related to property damage incident

 

(1

)

 

Significant acquisition related expenses

 

(4

)

 

PNGS contingent consideration fair value adjustment

 

 

(1

)

Noncontrolling interest portion of selected items impacting comparability

 

2

 

 

Selected items impacting comparability of net income attributable to Plains

 

(20

)

4

 

Less: GP 2% portion of selected items impacting comparability

 

 

 

LP 98% portion of selected items impacting comparability

 

$

(20

)

$

4

 

 

 

 

 

 

 

Impact to basic net income per limited partner unit

 

$

(0.14

)

$

0.02

 

Impact to diluted net income per limited partner unit

 

$

(0.13

)

$

0.03

 

 


(1)                           Equity compensation expense for the three months ended March 31, 2011 and 2010 excludes the portion of equity compensation expense represented by grants under our Long-term Incentive Plans (“LTIPs”) that, pursuant to the terms of the grant, will be settled in cash only and have no impact on diluted units.  The portion of the equity compensation expense attributable to the cash portion of the LTIPs is approximately $6 million and $5 million for the three months ended March 31, 2011 and 2010, respectively.

 

(2)                           Includes gains and losses related to our interest rate derivative activities, but excludes gains and losses that are related to revalued inventory.  The three-month periods ended March 31, 2011 and 2010 include losses of less than $1 million and gains of less than $1 million, respectively, related to our interest rate derivative activities, which are included in other expense, net and interest expense, but do not impact segment profit.

 

-MORE-

 

 

333 Clay Street, Suite 1600          Houston, Texas 77002          713-646-4100 / 800-564-3036

 


 

Page 3

 

The following tables present certain selected financial information by segment for the first quarter (amounts in millions):

 

 

 

Three Months Ended

 

Three Months Ended

 

 

 

March 31, 2011

 

March 31, 2010

 

 

 

 

 

 

 

Supply &

 

 

 

 

 

Supply &

 

 

 

Transportation

 

Facilities

 

Logistics

 

Transportation

 

Facilities

 

Logistics

 

Revenues (1)

 

$

275

 

$

161

 

$

7,435

 

$

250

 

$

114

 

$

5,912

 

Purchases and related costs (1)

 

(22

)

(24

)

(7,206

)

(16

)

(7

)

(5,749

)

Field operating costs (excluding equity compensation expense) (1)

 

(91

)

(40

)

(67

)

(81

)

(35

)

(45

)

Equity compensation expense - operations

 

(2

)

(1

)

 

(3

)

 

 

Segment G&A expenses (excluding equity compensation expense) (2)

 

(16

)

(14

)

(23

)

(17

)

(10

)

(19

)

Equity compensation expense - general and administrative

 

(7

)

(4

)

(6

)

(7

)

(3

)

(6

)

Equity earnings in unconsolidated entities

 

 

 

 

1

 

 

 

Reported segment profit

 

$

137

 

$

78

 

$

133

 

$

127

 

$

59

 

$

93

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selected items impacting comparability of segment profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity compensation expense (3)

 

6

 

4

 

4

 

7

 

3

 

4

 

Gains from other derivative activities (4)

 

 

 

(20

)

 

(1

)

(18

)

Insurance deductible related to property damage incident

 

 

1

 

 

 

 

 

Significant acquisition related expenses

 

 

4

 

 

 

 

 

Subtotal

 

6

 

9

 

(16

)

7

 

2

 

(14

)

Segment profit excluding selected items impacting comparability

 

$

143

 

$

87

 

$

117

 

$

134

 

$

61

 

$

79

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maintenance capital

 

$

18

 

$

3

 

$

3

 

$

7

 

$

3

 

$

1

 

 


(1)                           Includes intersegment amounts.

(2)                           Segment general and administrative expenses (G&A) reflect direct costs attributable to each segment and an allocation of other expenses to the segments based on the business activities that existed at that time.  The proportional allocations by segment require judgment by management and will continue to be based on the business activities that exist during each period. Includes significant acquisition-related expenses in the Facilities segment for the 2011 period.

(3)                           Equity compensation expense for the three months ended March 31, 2011 and 2010 excludes the portion of equity compensation expense represented by grants under our Long-term Incentive Plans (“LTIPs”) that, pursuant to the terms of the grant, will be settled in cash only and have no impact on diluted units.  The portion of the equity compensation expense attributable to the cash portion of the LTIPs is approximately $6 million and $5 million for the three months ended March 31, 2011 and 2010, respectively.

(4)                           Includes gains and losses related to our interest rate derivative activities, but excludes gains and losses that are related to revalued inventory.  The three-month periods ended March 31, 2011 and 2010 include losses of less than $1 million and gains of less than $1 million, respectively, related to our interest rate derivative activities, which are included in other expense, net and interest expense, but do not impact segment profit.

 

Adjusted segment profit for the Transportation segment for the first quarter 2011 increased 7% over comparable 2010 results, primarily benefitting from higher average pipeline volumes partially offset by higher field operating expenses.

 

Adjusted segment profit for the Facilities segment for the first quarter 2011 increased 43% over comparable 2010 results, primarily due to capacity increases from organic growth capital projects and the Southern Pines acquisition.

 

Adjusted segment profit for the Supply and Logistics segment for the first quarter 2011 increased 48% over comparable 2010 results due to a combination of higher lease gathering volumes and margins, the benefit of the Nexen acquisition and net gains on the sale of excess inventory, as well as favorable crude oil quality differentials and market structure. These items were partially offset by higher operating and general and administrative expenses.

 

-MORE-

 

 

333 Clay Street, Suite 1600          Houston, Texas 77002          713-646-4100 / 800-564-3036

 



 

Page 4

 

The Partnership’s basic weighted average units outstanding for the first quarter 2011 totaled 143 million (144 million diluted) as compared to 136 million (137 million diluted) in last year’s first quarter. On March 31, 2011, the Partnership had approximately 149 million units outstanding, long-term debt of approximately $5.0 billion ($500 million of which supports hedged inventory) and an adjusted long-term debt-to-total capitalization ratio of 45%.

 

The Partnership has declared a quarterly distribution of $0.97 per unit ($3.88 per unit on an annualized basis) payable May 13, 2011 on its outstanding limited partner units. This distribution represents an increase of approximately 3.7% over the quarterly distribution paid in May 2010 and an increase of approximately 1.3% from the quarterly distribution paid in February 2011.

 

The Partnership will hold a conference call at 11:00 AM (Eastern) on Thursday, May 5, 2011 (see link below for details).  Prior to this conference call, the Partnership will furnish a current report on Form 8-K, which will include material in this press release and financial and operational guidance for the second quarter and full year of 2011. A copy of the Form 8-K will be available on the Partnership’s website at www.paalp.com.

 

Non-GAAP Financial Measures

 

To supplement our financial information presented in accordance with GAAP, management uses additional measures that are known as “non-GAAP financial measures” in its evaluation of past performance and prospects for the future. These measures include adjusted EBITDA and implied distributable cash flow (“DCF”).

 

Management believes that the presentation of such additional financial measures provides useful information to investors regarding our performance and results of operations because these measures, when used in conjunction with related GAAP financial measures, (i) provide additional information about our core operating performance and ability to generate and distribute cash flow, (ii) provide investors with the financial analytical framework upon which management bases financial, operational, compensation and planning decisions and (iii) present measurements that investors, rating agencies and debt holders have indicated are useful in assessing us and our results of operations.  These measures may exclude, for example, (i) charges for obligations that are expected to be settled with the issuance of equity instruments, (ii) the mark-to-market of derivative instruments that are related to underlying activities in another period (or the reversal of such adjustments from a prior period), (iii) items that are not indicative of our core operating results and business outlook and/or (iv) other items that we believe should be excluded in understanding our core operating performance. We have defined all such items as “Selected Items Impacting Comparability.” These additional financial measures are reconciled from the most directly comparable measures as reported in accordance within GAAP, and should be viewed in addition to, and not in lieu of, our consolidated financial statements and footnotes.

 

Although we present selected items that we consider in evaluating our performance, you should also be aware that the items presented do not represent all items that affect comparability between the periods presented. Variations in our operating results are also caused by changes in volumes, prices, exchange rates, mechanical interruptions, acquisitions and numerous other factors. These types of variations are not separately identified in this release, but will be discussed, as applicable, in management’s discussion and analysis of operating results in our Quarterly Report on Form 10-Q.

 

A reconciliation of EBITDA to net income and EBITDA to cash flows from operating activities for the periods presented are included in the tables attached to this release. In addition, the Partnership maintains on its website (www.paalp.com) a reconciliation of all non-GAAP financial information, such as EBITDA, to the most comparable GAAP measures. To access the information, investors should click on the “Investor Relations” link on the Partnership’s home page and then the “Non-GAAP Reconciliation” link on the Investor Relations page.

 

-MORE-

 

 

333 Clay Street, Suite 1600          Houston, Texas 77002          713-646-4100 / 800-564-3036

 



 

Page 5

 

Forward-Looking Statements

 

Except for the historical information contained herein, the matters discussed in this release are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from results anticipated in the forward-looking statements. These risks and uncertainties include, among other things, failure to implement or capitalize on planned internal growth projects; maintenance of our credit rating and ability to receive open credit from our suppliers and trade counterparties; continued creditworthiness of, and performance by, our counterparties, including financial institutions and trading companies with which we do business; the effectiveness of our risk management activities; environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves; abrupt or severe declines or interruptions in outer continental shelf production located offshore California and transported on our pipeline systems; shortages or cost increases of supplies, materials or labor; the availability of adequate third-party production volumes for transportation and marketing in the areas in which we operate and other factors that could cause declines in volumes shipped on our pipelines by us and third-party shippers, such as declines in production from existing oil and gas reserves or failure to develop additional oil and gas reserves; fluctuations in refinery capacity in areas supplied by our mainlines and other factors affecting demand for various grades of crude oil, refined products and natural gas and resulting changes in pricing conditions or transportation throughput requirements; the availability of, and our ability to consummate, acquisition or combination opportunities; our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness; the successful integration and future performance of acquired assets or businesses and the risks associated with operating in lines of business that are distinct and separate from our historical operations; unanticipated changes in crude oil market structure, grade differentials and volatility (or lack thereof); the impact of current and future laws, rulings, governmental regulations, accounting standards and statements and related interpretations; the effects of competition; interruptions in service on third-party pipelines; increased costs or lack of availability of insurance; fluctuations in the debt and equity markets, including the price of our units at the time of vesting under our long-term incentive plans; the currency exchange rate of the Canadian dollar; weather interference with business operations or project construction; risks related to the development and operation of natural gas storage facilities; future developments and circumstances at the time distributions are declared; general economic, market or business conditions and the amplification of other risks caused by volatile financial markets, capital constraints and pervasive liquidity concerns; and other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of crude oil, refined products and liquefied petroleum gas and other natural gas related petroleum products discussed in the Partnership’s filings with the Securities and Exchange Commission.

 

-MORE-

 

 

333 Clay Street, Suite 1600          Houston, Texas 77002          713-646-4100 / 800-564-3036

 



 

Page 6

 

Conference Call

 

The Partnership will host a conference call at 11:00 AM (Eastern) on Thursday, May 5, 2011 to discuss the following items:

 

1.               The Partnership’s first-quarter 2011 performance;

 

2.               The status of major expansion projects;

 

3.               Capitalization and liquidity;

 

4.               Financial and operating guidance for the second quarter and full year 2011; and

 

5.               The Partnership’s outlook for the future.

 

Webcast Instructions

 

To access the internet webcast, please go to the Partnership’s website at www.paalp.com, choose “Investor Relations,” and then choose “Conference Calls.”  Following the live webcast, the call will be archived for a period of sixty (60) days on the Partnership’s website.

 

If you are unable to participate in the webcast, you may access the live conference call by dialing toll free 800-230-1074. International callers should dial 612-234-9959. No password is required. You may access the slide presentation accompanying the conference call a few minutes prior to the call under the Conference Call Summaries portion of the Conference Calls tab of the Investor Relations section of PAA’s website at www.paalp.com.

 

Telephonic Replay Instructions

 

To listen to a telephonic replay of the conference call, please dial 800-475-6701, or, for international callers, 320-365-3844, and replay access code 197119.  The replay will be available beginning Thursday, May 5, 2011, at approximately 1:00 PM (Eastern) and continue until 12:59 PM (Eastern) Thursday, June 2, 2011.

 

Plains All American Pipeline, L.P. is a publicly traded master limited partnership engaged in the transportation, storage, terminalling and marketing of crude oil, refined products and liquefied petroleum gas and other natural gas related petroleum products. Through its general partner interest and majority equity ownership position in PAA Natural Gas Storage, L.P. (NYSE: PNG), PAA is also engaged in the development and operation of natural gas storage facilities. PAA is headquartered in Houston, Texas.

 

-MORE-

 

 

333 Clay Street, Suite 1600          Houston, Texas 77002          713-646-4100 / 800-564-3036

 



 

Page 7

 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per unit data)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

REVENUES

 

$

7,694

 

$

6,125

 

 

 

 

 

 

 

COSTS AND EXPENSES

 

 

 

 

 

Purchases and related costs

 

7,079

 

5,623

 

Field operating costs

 

197

 

162

 

General and administrative expenses

 

70

 

62

 

Depreciation and amortization

 

63

 

67

 

Total costs and expenses

 

7,409

 

5,914

 

 

 

 

 

 

 

OPERATING INCOME

 

285

 

211

 

 

 

 

 

 

 

OTHER INCOME/(EXPENSE)

 

 

 

 

 

Equity earnings in unconsolidated entities

 

 

1

 

Interest expense

 

(65

)

(58

)

Other expense, net

 

(22

)

(3

)

 

 

 

 

 

 

INCOME BEFORE TAX

 

198

 

151

 

Current income tax expense

 

(11

)

(1

)

Deferred income tax benefit/(expense)

 

(2

)

1

 

 

 

 

 

 

 

NET INCOME

 

185

 

151

 

Less: Net income attributable to noncontrolling interests

 

(3

)

 

NET INCOME ATTRIBUTABLE TO PLAINS

 

$

182

 

$

151

 

 

 

 

 

 

 

NET INCOME ATTRIBUTABLE TO PLAINS:

 

 

 

 

 

LIMITED PARTNERS

 

$

133

 

$

112

 

GENERAL PARTNER

 

$

49

 

$

39

 

 

 

 

 

 

 

BASIC NET INCOME PER LIMITED PARTNER UNIT

 

$

0.90

 

$

0.80

 

 

 

 

 

 

 

DILUTED NET INCOME PER LIMITED PARTNER UNIT

 

$

0.90

 

$

0.80

 

 

 

 

 

 

 

BASIC WEIGHTED AVERAGE UNITS OUTSTANDING

 

143

 

136

 

 

 

 

 

 

 

DILUTED WEIGHTED AVERAGE UNITS OUTSTANDING

 

144

 

137

 

 

-MORE-

 

 

333 Clay Street, Suite 1600          Houston, Texas 77002          713-646-4100 / 800-564-3036

 



 

Page 8

 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

 

OPERATING DATA (1)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Transportation activities (Average Daily Volumes in thousands of barrels):

 

 

 

 

 

Tariff activities

 

 

 

 

 

All American

 

35

 

39

 

Basin

 

427

 

358

 

Capline

 

188

 

159

 

Line 63/Line 2000

 

94

 

110

 

Salt Lake City Area Systems (2)

 

136

 

128

 

Permian Basin Area Systems (2)

 

392

 

365

 

Manito

 

67

 

61

 

Rainbow

 

179

 

192

 

Rangeland

 

54

 

48

 

Refined products

 

97

 

115

 

Other

 

1,235

 

1,130

 

Tariff activities total

 

2,904

 

2,705

 

Trucking

 

99

 

88

 

Transportation activities total

 

3,003

 

2,793

 

 

 

 

 

 

 

Facilities activities (Average Monthly Volumes):

 

 

 

 

 

Crude oil, refined products and LPG storage (average monthly capacity in millions of barrels)

 

67

 

59

 

Natural gas storage (average monthly capacity in billions of cubic feet)

 

59

 

40

 

LPG processing (average throughput in thousands of barrels per day)

 

11

 

11

 

Facilities activities total (average monthly capacity in millions of barrels) (3)

 

77

 

66

 

 

 

 

 

 

 

Supply & Logistics activities (Average Daily Volumes in thousands of barrels):

 

 

 

 

 

Crude oil lease gathering purchases

 

723

 

603

 

LPG sales

 

151

 

134

 

Waterborne foreign crude oil imported

 

26

 

72

 

Supply & Logistics activities total

 

900

 

809

 

 


(1)                           Volumes associated with acquisitions represent total volumes for the number of days or months (dependent on the calculation) we actually owned the assets divided by the number of days or months in the period.

(2)                           The aggregate of multiple systems in the respective areas.

(3)                           Facilities total is calculated as the sum of: (i) crude oil, refined products and LPG storage capacity; (ii) natural gas capacity divided by 6 to account for the 6:1 mcf of gas to crude Btu equivalent ratio and further divided by 1,000 to convert to monthly volumes in millions; and (iii) LPG processing volumes multiplied by the number of days in the period and divided by the number of months in the period.

 

-MORE-

 

 

333 Clay Street, Suite 1600          Houston, Texas 77002          713-646-4100 / 800-564-3036

 



 

Page 9

 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

 

CONDENSED CONSOLIDATED BALANCE SHEET DATA

(In millions)

 

 

 

March 31,

 

December 31,

 

 

 

2011

 

2010

 

ASSETS

 

 

 

 

 

Current assets

 

$

4,607

 

$

4,381

 

Property and equipment, net

 

7,137

 

6,691

 

Goodwill

 

1,693

 

1,376

 

Linefill and base gas

 

520

 

519

 

Long-term inventory

 

134

 

154

 

Investments in unconsolidated entities

 

196

 

200

 

Other, net

 

458

 

382

 

Total assets

 

$

14,745

 

$

13,703

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

 

 

 

 

 

Current liabilities

 

$

4,051

 

$

4,215

 

Senior notes, net of unamortized discount

 

4,760

 

4,363

 

Long-term debt under credit facilities and other

 

216

 

268

 

Other long-term liabilities and deferred credits

 

300

 

284

 

Total liabilities

 

9,327

 

9,130

 

 

 

 

 

 

 

Partners’ capital excluding noncontrolling interests

 

4,882

 

4,342

 

Noncontrolling interests

 

536

 

231

 

Total partners’ capital

 

5,418

 

4,573

 

Total liabilities and partners’ capital

 

$

14,745

 

$

13,703

 

 

-MORE-

 

 

333 Clay Street, Suite 1600          Houston, Texas 77002          713-646-4100 / 800-564-3036

 



 

Page 10

 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

 

CREDIT RATIOS

(In millions)

 

 

 

 

 

 

 

March 31,

 

 

 

March 31,

 

 

 

2011

 

 

 

2011

 

Adjustment (1)

 

Adjusted

 

Short-term debt

 

$

474

 

$

500

 

$

974

 

Long-term debt

 

4,976

 

(500

)

4,476

 

Total debt

 

$

5,450

 

$

 

$

5,450

 

 

 

 

 

 

 

 

 

Long-term debt

 

4,976

 

(500

)

4,476

 

Partners’ capital

 

5,418

 

 

5,418

 

Total book capitalization

 

$

10,394

 

$

(500

)

$

9,894

 

Total book capitalization, including short-term debt

 

$

10,868

 

$

 

$

10,868

 

 

 

 

 

 

 

 

 

Long-term debt to total book capitalization

 

48

%

 

 

45

%

Total debt to total book capitalization, including short-term debt

 

50

%

 

 

50

%

 

 

 

 

 

 

 

December 31,

 

 

 

December 31,

 

 

 

2010

 

 

 

2010

 

Adjustment (1)

 

Adjusted

 

Short-term debt

 

$

1,326

 

$

466

 

$

1,792

 

Long-term debt

 

4,631

 

(466

)

4,165

 

Total debt

 

$

5,957

 

$

 

$

5,957

 

 

 

 

 

 

 

 

 

Long-term debt

 

4,631

 

(466

)

4,165

 

Partners’ capital

 

4,573

 

 

4,573

 

Total book capitalization

 

$

9,204

 

$

(466

)

$

8,738

 

Total book capitalization, including short-term debt

 

$

10,530

 

$

 

$

10,530

 

 

 

 

 

 

 

 

 

Long-term debt to total book capitalization

 

50

%

 

 

48

%

Total debt to total book capitalization, including short-term debt

 

57

%

 

 

57

%

 


(1)                           The adjustment represents the portion of the $500 million, 4.25% senior notes due September 2012 that has been used to fund hedged inventory and would be classified as short-term debt if funded on our credit facilities.  These notes were issued in July 2009 and the proceeds are being used to supplement capital available from our hedged inventory facility.

 

-MORE-

 

 

333 Clay Street, Suite 1600          Houston, Texas 77002          713-646-4100 / 800-564-3036

 



 

Page 11

 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

 

COMPUTATION OF BASIC AND DILUTED EARNINGS PER LIMITED PARTNER UNIT

(In millions, except per unit data)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

Numerator for basic and diluted earnings per limited partner unit:

 

 

 

 

 

Net Income Attributable to Plains

 

$

182

 

$

151

 

Less: General partner’s incentive distribution paid (1)

 

(46

)

(37

)

Subtotal

 

136

 

114

 

Less: General partner 2% ownership (1)

 

(3

)

(2

)

Net income available to limited partners

 

133

 

112

 

Adjustment in accordance with application of the two-class method for MLPs (1) 

 

(4

)

(3

)

Net income available to limited partners in accordance with application of the two-class method for MLPs (1)

 

$

129

 

$

109

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

Basic weighted average number of limited partner units outstanding

 

143

 

136

 

Effect of dilutive securities:

 

 

 

 

 

Weighted average LTIP units

 

1

 

1

 

Diluted weighted average number of limited partner units outstanding

 

144

 

137

 

 

 

 

 

 

 

Basic net income per limited partner unit

 

$

0.90

 

$

0.80

 

 

 

 

 

 

 

Diluted net income per limited partner unit

 

$

0.90

 

$

0.80

 

 


(1)                           We calculate net income available to limited partners based on the distribution paid during the current quarter (including the incentive distribution interest in excess of the 2% general partner interest).  However, FASB guidance requires that the distribution pertaining to the current period’s net income, which is to be paid in the subsequent quarter, be utilized in the earnings per unit calculation.  After adjusting for this distribution, the remaining undistributed earnings or excess distributions over earnings, if any, are allocated to the general partner and limited partners in accordance with the contractual terms of the partnership agreement for earnings per unit calculation purposes.  We reflect the impact of the difference in (i) the distribution utilized and (ii) the calculation of the excess 2% general partner interest as the “Adjustment in accordance with application of the two-class method for MLPs.”

 

-MORE-

 

 

333 Clay Street, Suite 1600          Houston, Texas 77002          713-646-4100 / 800-564-3036

 



 

Page 12

 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

 

FINANCIAL DATA RECONCILIATIONS

(In millions)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

Net income to earnings before interest, taxes, depreciation and amortization (“EBITDA”) and excluding selected items impacting comparability (“Adjusted EBITDA”) reconciliations

 

 

 

 

 

Net Income

 

$

185

 

$

151

 

Add: Interest expense

 

65

 

58

 

Add: Income tax expense

 

13

 

 

Add: Depreciation and amortization

 

63

 

67

 

EBITDA

 

326

 

276

 

Selected items impacting comparability of EBITDA

 

22

 

(4

)

Adjusted EBITDA

 

$

348

 

$

272

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

Adjusted EBITDA to Implied Distributable Cash Flow (“DCF”)

 

 

 

 

 

Adjusted EBITDA

 

$

348

 

$

272

 

Interest expense

 

(65

)

(58

)

Maintenance capital

 

(24

)

(11

)

Current income tax expense

 

(11

)

(1

)

Equity earnings in unconsolidated entities, net of distributions

 

5

 

 

Distributions to noncontrolling interests (1)

 

(11

)

(1

)

Insurance deductible related to property damage incident

 

(1

)

 

Implied DCF

 

$

241

 

$

201

 

 


(1)                           Includes distributions that pertain to the current quarter’s net income and are to be paid in the subsequent quarter.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

Cash flow from operating activities reconciliation

 

 

 

 

 

EBITDA

 

$

326

 

$

276

 

Current income tax expense

 

(11

)

(1

)

Interest expense

 

(65

)

(58

)

Net change in assets and liabilities, net of acquisitions

 

384

 

155

 

Other items to reconcile to cash flows from operating activities:

 

 

 

 

 

Equity compensation expense

 

20

 

19

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

654

 

$

391

 

 

-MORE-

 

 

333 Clay Street, Suite 1600          Houston, Texas 77002          713-646-4100 / 800-564-3036

 



 

Page 13

 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

FINANCIAL SUMMARY (unaudited)

 

FINANCIAL DATA RECONCILIATIONS

(In millions, except per unit data) (continued)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

Net income and earnings per limited partner unit excluding selected items impacting comparability

 

 

 

 

 

 

 

 

 

 

 

Net Income Attributable to Plains

 

$

182

 

$

151

 

Selected items impacting comparability of net income attributable to Plains

 

20

 

(4

)

Adjusted Net Income Attributable to Plains

 

$

202

 

$

147

 

 

 

 

 

 

 

Net income available to limited partners in accordance with application of the two-class method for MLPs

 

$

129

 

$

109

 

Limited partners’ 98% of selected items impacting comparability

 

20

 

(4

)

Adjusted limited partners’ net income

 

$

149

 

$

105

 

 

 

 

 

 

 

Adjusted basic net income per limited partner unit

 

$

1.04

 

$

0.78

 

 

 

 

 

 

 

Adjusted diluted net income per limited partner unit

 

$

1.03

 

$

0.77

 

 

 

 

 

 

 

Basic weighted average units outstanding

 

143

 

136

 

 

 

 

 

 

 

Diluted weighted average units outstanding

 

144

 

137

 

 

###

 

 

333 Clay Street, Suite 1600          Houston, Texas 77002          713-646-4100 / 800-564-3036