Appears in 1 contract

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors of the General Partner and Unitholders of Plains All American Pipeline, L.P.: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of cash flows, of changes in partners’ capital, of comprehensive income, and of changes in accumulated other comprehensive income, present fairly, in all material respects, the financial position of Plains All American Pipeline, L.P. and its subsidiaries at December 31, ~~2008~~ 2010 and ~~2007~~2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, ~~2008~~ 2010 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2008~~2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The Partnership’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Partnership’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As discussed in Note 1 to the consolidated financial statements, the Partnership changed the manner in which it accounts for equity-based compensation and purchases and sales with the same counterparty in 2006. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Houston, Texas PricewaterhouseCoopers LLP February 2625, ~~2009~~ 2011 PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ~~ASSETS CURRENT ASSETS~~ (in millions, except units) December 31, December 31, ~~2008 2007~~ 2010 2009 ASSETS CURRENT ASSETS Cash and cash equivalents $ 36 $ 25 Restricted cash 20 — Trade accounts receivable and other receivables, net 2,746 2,253 Inventory 1,491 1,157 Other current assets 88 223 Total current assets 4,381 3,658 PROPERTY AND EQUIPMENT 7,814 7,240 Accumulated depreciation (1,123) (900) 6,691 6,340 OTHER ASSETS Goodwill 1,376 1,287 Linefill and base gas 519 501 Long-term inventory 154 121 Investments in unconsolidated entities 200 82 Other, net 382 369 Total assets $ 13,703 $ 12,358 LIABILITIES AND PARTNERS’ CAPITAL CURRENT LIABILITIES Accounts payable and accrued liabilities $ 2,738 $ 2,295 Short-term debt 1,326 1,074 Other current liabilities 151 413 Total current liabilities 4,215 3,782 LONG-TERM LIABILITIES Senior notes, net of unamortized discount of $12 and $14, respectively 4,363 4,136 Long-term debt under credit facilities and other 268 6 Other long-term liabilities and deferred credits 284 275 Total long-term liabilities 4,915 4,417 COMMITMENTS AND CONTINGENCIES (NOTE 11) PARTNERS’ CAPITAL Common unitholders (141,199,175 and 136,135,988 units outstanding, respectively) 4,234 4,002 General partner 108 94 Total partners’ capital excluding noncontrolling interests 4,342 4,096 Noncontrolling interests 231 63 Total partners’ capital 4,573 4,159 Total liabilities and partners’ capital $ 13,703 $ 12,358 The accompanying notes are an integral part of these consolidated financial statements. PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per unit ~~amounts~~data) Year Ended December 31, 2010 2009 2008 REVENUES Supply & Logistics segment revenues $ 24,989 $ 17,757 $ 29,348 Transportation segment revenues 565 536 556 Facilities segment revenues 339 227 157 Total revenues 25,893 18,520 30,061 COSTS AND EXPENSES Purchases and related costs 23,921 16,656 28,479 Field operating costs 689 638 617 General and administrative expenses 260 211 160 Depreciation and amortization 256 236 211 Total costs and expenses 25,126 17,741 29,467 OPERATING INCOME 767 779 594 OTHER INCOME/(EXPENSE) Equity earnings in unconsolidated entities 3 15 14 Interest expense (net of capitalized interest of $16, $15 and $17, respectively) (248) (224) (196) Other income/(expense), net (9) 16 33 INCOME BEFORE TAX 513 586 445 Current income tax (expense)/benefit 1 (15) (9) Deferred income tax benefit — 9 1 NET INCOME 514 580 437 Less: Net income attributable to noncontrolling interests (9) (1) — NET INCOME ATTRIBUTABLE TO PLAINS $ 505 $ 579 $ 437 NET INCOME ATTRIBUTABLE TO PLAINS: LIMITED PARTNERS $ 338 $ 443 $ 325 GENERAL PARTNER $ 167 $ 136 $ 112 BASIC NET INCOME PER LIMITED PARTNER UNIT $ 2.41 $ 3.34 $ 2.66 DILUTED NET INCOME PER LIMITED PARTNER UNIT $ 2.40 $ 3.32 $ 2.64 BASIC WEIGHTED AVERAGE UNITS OUTSTANDING 137 130 120 DILUTED WEIGHTED AVERAGE UNITS OUTSTANDING 138 131 121 The accompanying notes are an integral part of these consolidated financial statements. PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2010 2009 2008 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 514 $ 580 $ 437 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 256 236 211 Equity compensation expense 98 68 24 Inventory valulation adjustments 3 — 168 Gain on sale of linefill (21) (4) (3) Gain on sale of investment assets — — (12) Deferred income tax benefit — (9) (1) (Gain)/loss on foreign currency revaluation (2) (13) 22 Equity earnings in unconsolidated entities, net of distributions 6 (8) (4) Net cash received/(paid) for terminated interest rate and foreign currency hedging instruments — (9) 15 Other 10 (6) 2 Changes in assets and liabilities, net of acquisitions: Trade accounts receivable and other (59) (744) 668 Inventory (336) (319) (120) Accounts payable and other current liabilities (210) 602 (550) Net cash provided by operating activities 259 365 857 CASH FLOWS FROM INVESTING ACTIVITIES Cash paid in connection with acquisitions, net of cash acquired (Note 3) (407) (219) (709) Restricted cash in escrow for acquisitions (20) — — Additions to property, equipment and other (451) (460) (589) Investment in unconsolidated entities — (4) (37) Net cash received/(paid) for sales and purchases of linefill and base gas 25 (9) (55) Cash received for sale of noncontrolling interest in a subsidiary 268 26 — Proceeds from sales of assets and other investing activities 2 6 51 Net cash used in investing activities (583) (660) (1,339) CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings/(repayments) on PAA’s revolving credit facility 49 (19) 286 Net borrowings on PNG’s revolving credit facility 260 — — Net borrowings/(repayments) on PAA’s hedged inventory facility 200 20 (196) Repayment of PNGS debt — (446) — Proceeds from the issuance of senior notes 400 1,346 597 Repayments of senior notes (175) (430) — Net proceeds from the issuance of common units (Note 5) 296 458 315 Distributions paid to common unitholders (Note 5) (512) (468) (418) Distributions paid to general partner (Note 5) (170) (137) (114) Distributions to noncontrolling interests (Note 5) (10) (2) — Other financing activities (2) (10) (6) Net cash provided by financing activities 336 312 464 Effect of translation adjustment on cash (1) (3) 5 Net increase/(decrease) in cash and cash equivalents 11 14 (13) Cash and cash equivalents, beginning of period 25 11 24 Cash and cash equivalents, end of period $ 36 $ 25 $ 11 Xxxx paid for interest, net of amounts capitalized $ 253 $ 214 $ 206 Cash paid for income taxes, net of amounts refunded $ 21 $ (5) $ 15 The accompanying notes are an integral part of these consolidated financial statements. PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (in millions) Partners’ Capital Excluding Common Units General Noncontrolling Noncontrolling Units Amount Partner Interests Interests Partners’ Capital Balance at December 31, 2007 116 $ 3,343 $ 81 $ 3,424 $ — $ 3,424 Net income — 325 112 437 — 437 Distributions — (418) (114) (532) — (532) Issuance of common units 7 309 6 315 — 315 Issuance of common units under Long Term Incentive Plans (“LTIP”) — 1 — 1 — 1 Class B Units of Plains AAP, L.P. (Note 10) — 12 — 12 — 12 Other comprehensive loss — (103) (2) (105) — (105) Balance at December 31, 2008 123 $ 3,469 $ 83 $ 3,552 $ — $ 3,552 Sale of noncontrolling interest in a subsidiary — (37) (1) (38) 64 26 Net income — 443 136 579 1 580 Distributions — (468) (137) (605) (2) (607) Issuance of common units 11 447 9 456 — 456 Issuance of common units in connection with the PNGS Acquisition 2 91 2 93 — 93 Other — (3) (3) (6) — (6) Balance at December 31, 2009 136 $ 4,002 $ 94 $ 4,096 $ 63 $ 4,159 Sale of noncontrolling interest in a subsidiary — 99 2 101 167 268 Net income — 338 167 505 9 514 Distributions — (512) (170) (682) (10) (692) Issuance of common units 5 290 6 296 — 296 Class B Units of Plains AAP, L.P. Other comprehensive loss — (5) — (5) — (5) Other — 2 — 2 (1) 1 Balance at December 31, 2010 141 $ 4,234 $ 108 $ 4,342 $ 231 $ 4,573 The accompanying notes are an integral part of these consolidated financial statements. PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) Year Ended December 31, 2010 2009 2008 Net income $ 514 $ 580 $ 437 Other comprehensive income/(loss) (5) 48 (105) Comprehensive income 509 628 332 Less: Comprehensive income attributable to noncontrolling interests (9) (1) — Comprehensive income attributable to Plains $ 500 $ 627 $ 332 CONSOLIDATED STATEMENTS OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (in millions) Derivative Instruments Translation Adjustments Other Total Balance at December 31, 2007 $ 4 $ 176 $ — $ 180 Currency translation adjustment — (262) — (262) 2008 Activity 157 (262) — (105) Balance at December 31, 2008 $ 161 $ (86) $ — $ 75 Reclassification adjustments 8 — — 8 Net deferred loss on cash flow xxxxxx (151) — — (151) Currency translation adjustment — 192 — 192 Proportionate share of our unconsolidated entities’ other comprehensive loss — — (1) (1) 2009 Activity (143) 192 (1) 48 Balance at December 31, 2009 $ 18 $ 106 $ (1) $ 123 Reclassification adjustments (24) — — (24) Deferred loss on cash flow xxxxxx, net of tax benefit (73) — — (73) Currency translation adjustment — 92 — 92 2010 Activity (97) 92 — (5) Balance at December 31, 2010 $ (79) $ 198 $ (1) $ 118 The accompanying notes are an integral part of these consolidated financial statements. PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1—Organization and Basis of Presentation Organization Plains All American Pipeline, L.P. is a Delaware limited partnership formed in 1998. Our operations are conducted directly and indirectly through our primary operating subsidiaries. As used in this Form 10-K, the terms “Partnership,” “Plains,” “PAA,” “we,” “us,” “our,” “ours” and similar terms refer to Plains All American Pipeline, L.P. and its subsidiaries, unless the context indicates otherwise. We engage in the transportation, storage, terminalling and marketing of crude oil, refined products and LPG. Through our general partner interest and majority equity ownership position in PAA Natural Gas Storage, L.P. (NYSE: PNG), we also engage in the development and operation of natural gas storage facilities. Our business activities are conducted through three operating segments: (i) Transportation, (ii) Facilities and (iii) Supply and Logistics. See Note 15 for further discussion of our three operating segments. Our 2% general partner interest is held by PAA GP LLC, a Delaware limited liability company, whose sole member is Plains AAP, L.P., a Delaware limited partnership. Plains All American GP LLC, a Delaware limited liability company, is Plains AAP, L.P.’s general partner. Plains All American GP LLC manages our operations and activities and employs our domestic officers and personnel. Our Canadian officers and personnel are employed by our subsidiary Plains Midstream Canada ULC. 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. Plains AAP, L.P. and Plains All American GP LLC are essentially held by 18 owners with interests ranging from approximately 35% to less than 1%.

Appears in 1 contract

Samples: Waiver Agreement

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. ‌ To the Board of Directors and Stockholder of ~~the General Partner and Unitholders of Plains All American Pipeline, L.P.:~~ Realogy Group LLC In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of comprehensive income (loss), equity (deficit) and cash ~~flows, of changes in partners’ capital, of comprehensive income, and of changes in accumulated other comprehensive income,~~ flows present fairly, in all material respects, the financial position of ~~Plains All American Pipeline, L.P.~~ Realogy Group LLC and its subsidiaries at December 31, ~~2008~~ 2013 and ~~2007~~December 31, 2012 , and the results of their operations and their cash flows for each of the three years in the period ended December 31, ~~2008~~ 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15 (A)(4) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the ~~Partnership~~ Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2008~~2013 , based on criteria established in Internal ~~Control—~~Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The ~~Partnership’s~~ Company's management is responsible for these financial ~~statements~~statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in ~~the accompanying~~ Management’s 's Report on Internal Control ~~over~~ Over Financial ~~Reporting.~~ Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial ~~statements~~ statements, on the financial statement schedule, and on the ~~Partnership’s~~ Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As discussed in Note 1 to the consolidated financial statements, the Partnership changed the manner in which it accounts for equity-based compensation and purchases and sales with the same counterparty in 2006. A company’s 's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s 's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s 's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ~~Houston, Texas~~ /s/ PricewaterhouseCoopers LLP Florham Park, New Jersey February 2627, ~~2009 CONSOLIDATED BALANCE SHEETS ASSETS CURRENT ASSETS December 31, December 31, 2008 2007 (in millions, except unit amounts)~~2014

Appears in 1 contract

Samples: www.annualreports.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To the Board of Directors of the General Partner and Unitholders of Plains All American Pipeline, L.P.: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of cash flows, of changes in partners’ capital, of comprehensive income, and of changes in accumulated other comprehensive income, present fairly, in all material respects, the financial position of Plains All American Pipeline, L.P. and its subsidiaries at December 31, ~~2008~~ 2010 and ~~2007~~2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, ~~2008~~ 2010 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2008~~2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Xxxxxxxx Commission (COSO). The Partnership’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Partnership’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As discussed in Note 1 to the consolidated financial statements, the Partnership changed the manner in which it accounts for equity-based compensation and purchases and sales with the same counterparty in 2006. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Houston, Texas PricewaterhouseCoopers LLP February 2625, ~~2009~~ 2011 PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ~~ASSETS CURRENT ASSETS~~ (in millions, except units) December 31, December 31, ~~2008 2007~~ 2010 2009 ASSETS CURRENT ASSETSCash and cash equivalents $ 36 $ 25 Restricted cash 20 — Trade accounts receivable and other receivables, net 2,746 2,253 InventoryOther current assets 1,491 88 1,157 223 Total current assets 4,381 3,658 PROPERTY AND EQUIPMENT 7,814 7,240 Accumulated depreciation (1,123) (900) 6,691 6,340 OTHER ASSETS Goodwill 1,376 1,287 Linefill and base gas 519 501 Long-term inventory 154 121 Investments in unconsolidated entities 200 82 Other, net 382 369 Total assets $ 13,703 $ 12,358 LIABILITIES AND PARTNERS’ CAPITAL CURRENT LIABILITIES Accounts payable and accrued liabilities $ 2,738 $ 2,295 Short-term debt 1,326 1,074 Other current liabilities 151 413 Total current liabilities 4,215 3,782 LONG-TERM LIABILITIES Senior notes, net of unamortized discount of $12 and $14, respectively 4,363 4,136 Long-term debt under credit facilities and other 268 6 Other long-term liabilities and deferred credits 284 275 Total long-term liabilities 4,915 4,417 COMMITMENTS AND CONTINGENCIES (NOTE 11) PARTNERS’ CAPITAL Common unitholders (141,199,175 and 136,135,988 units outstanding, respectively) 4,234 4,002 General partner 108 94 Total partners’ capital excluding noncontrolling interests 4,342 4,096 Noncontrolling interests 231 63 Total partners’ capital 4,573 4,159 Total liabilities and partners’ capital $ 13,703 $ 12,358 The accompanying notes are an integral part of these consolidated financial statements. PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per unit ~~amounts~~data) Year Ended December 31, 2010 2009 2008 REVENUES Supply & Logistics segment revenues $ 24,989 $ 17,757 $ 29,348 Transportation segment revenues 565 536 556 Facilities segment revenues 339 227 157 Total revenues 25,893 18,520 30,061 COSTS AND EXPENSES Purchases and related costs 23,921 16,656 28,479 Field operating costs 689 638 617 General and administrative expenses 260 211 160 Depreciation and amortization 256 236 211 Total costs and expenses 25,126 17,741 29,467 OPERATING INCOME 767 779 594 OTHER INCOME/(EXPENSE) Equity earnings in unconsolidated entities 3 15 14 Interest expense (net of capitalized interest of $16, $15 and $17, respectively) (248) (224) (196) Other income/(expense), net (9) 16 33 INCOME BEFORE TAX 513 586 445 Current income tax (expense)/benefit 1 (15) (9) Deferred income tax benefit — 9 1 NET INCOME 514 580 437 Less: Net income attributable to noncontrolling interests (9) (1) — NET INCOME ATTRIBUTABLE TO PLAINS $ 505 $ 579 $ 437 NET INCOME ATTRIBUTABLE TO PLAINS: LIMITED PARTNERS $ 338 $ 443 $ 325 GENERAL PARTNER $ 167 $ 136 $ 112 BASIC NET INCOME PER LIMITED PARTNER UNIT $ 2.41 $ 3.34 $ 2.66 DILUTED NET INCOME PER LIMITED PARTNER UNIT $ 2.40 $ 3.32 $ 2.64 BASIC WEIGHTED AVERAGE UNITS OUTSTANDING 137 130 120 DILUTED WEIGHTED AVERAGE UNITS OUTSTANDING 138 131 121 The accompanying notes are an integral part of these consolidated financial statements. PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2010 2009 2008 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 514 $ 580 $ 437 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 256 236 211 Equity compensation expense 98 68 24 Inventory valulation adjustments 3 — 168 Gain on sale of linefill (21) (4) (3) Gain on sale of investment assets — — (12) Deferred income tax benefit — (9) (1) (Gain)/loss on foreign currency revaluation (2) (13) 22 Equity earnings in unconsolidated entities, net of distributions 6 (8) (4) Net cash received/(paid) for terminated interest rate and foreign currency hedging instruments — (9) 15 Net gain on purchase of remaining 50% interest in PAA/Vulcan — (9) — Other 10 (6) 2 Changes in assets and liabilities, net of acquisitions: Trade accounts receivable and other (59) (744) 668 Inventory (336) (319) (120) Accounts payable and other current liabilities (210) 602 (550) Net cash provided by operating activities 259 365 857 CASH FLOWS FROM INVESTING ACTIVITIES Cash paid in connection with acquisitions, net of cash acquired (Note 3) (407) (219) (709) Restricted cash in escrow for acquisitions (20) — — Additions to property, equipment and other (451) (460) (589) Investment in unconsolidated entities — (4) (37) Net cash received/(paid) for sales and purchases of linefill and base gas 25 (9) (55) Cash received for sale of noncontrolling interest in a subsidiary 268 26 — Proceeds from sales of assets and other investing activities 2 6 51 Net cash used in investing activities (583) (660) (1,339) CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings/(repayments) on PAA’s revolving credit facility 49 (19) 286 Net borrowings on PNG’s revolving credit facility 260 — — Net borrowings/(repayments) on PAA’s hedged inventory facility 200 20 (196) Repayment of PNGS debt — (446) — Proceeds from the issuance of senior notes 400 1,346 597 Repayments of senior notes (175) (430) — Net proceeds from the issuance of common units (Note 5) 296 458 315 Distributions paid to common unitholders (Note 5) (512) (468) (418) Distributions paid to general partner (Note 5) (170) (137) (114) Distributions to noncontrolling interests (Note 5) (10) (2) — Other financing activities (2) (10) (6) Net cash provided by financing activities 336 312 464 Effect of translation adjustment on cash (1) (3) 5 Net increase/(decrease) in cash and cash equivalents 11 14 (13) Cash and cash equivalents, beginning of period 25 11 24 Cash and cash equivalents, end of period $ 36 $ 25 $ 11 Xxxx paid for interest, net of amounts capitalized $ 253 $ 214 $ 206 Cash paid for income taxes, net of amounts refunded $ 21 $ (5) $ 15 The accompanying notes are an integral part of these consolidated financial statements. PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (in millions) Common Units Units Amount General Partner Partners’ Capital Excluding Noncontrolling Interests Noncontrolling Interests Partners’ Capital Balance at December 31, 2007 116 $ 3,343 $ 81 $ 3,424 $ — $ 3,424 Net income — 325 112 437 — 437 Distributions — (418) (114) (532) — (532) Issuance of common units 7 309 6 315 — 315 Other comprehensive loss — (103) (2) (105) — (105) Balance at December 31, 2008 123 $ 3,469 $ 83 $ 3,552 $ — $ 3,552 Sale of noncontrolling interest in a subsidiary — (37) (1) (38) 64 26 Net income — 443 136 579 1 580 Distributions — (468) (137) (605) (2) (607) Issuance of common units 11 447 9 456 — 456 Issuance of common units in connection with the PNGS Acquisition 2 91 2 93 — 93 Other — (3) (3) (6) — (6) Balance at December 31, 2009 136 $ 4,002 $ 94 $ 4,096 $ 63 $ 4,159 Sale of noncontrolling interest in a subsidiary — 99 2 101 167 268 Net income — 338 167 505 9 514 Distributions — (512) (170) (682) (10) (692) Issuance of common units 5 290 6 296 — 296 Class B Units of Plains AAP, L.P. Other comprehensive loss — (5) — (5) — (5) Balance at December 31, 2010 141 $ 4,234 $ 108 $ 4,342 $ 231 $ 4,573 The accompanying notes are an integral part of these consolidated financial statements. PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions) Year Ended December 31, 2010 2009 2008 Net income $ 514 $ 580 $ 437 Other comprehensive income/(loss) (5) 48 (105) Comprehensive income 509 628 332 Less: Comprehensive income attributable to noncontrolling interests (9) (1) — Comprehensive income attributable to Plains $ 500 $ 627 $ 332 CONSOLIDATED STATEMENTS OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (in millions) Derivative Instruments Translation Adjustments Other Total Balance at December 31, 2007 $ 4 $ 176 $ — $ 180 Reclassification adjustments 46 — — 46 Net deferred gain on cash flow xxxxxx 111 — — 111 Currency translation adjustment — (262) — (262) 2008 Activity 157 (262) — (105) Balance at December 31, 2008 $ 161 $ (86) $ — $ 75 Reclassification adjustments 8 — — 8 Net deferred loss on cash flow xxxxxx (151) — — (151) Currency translation adjustment — 192 — 192 Proportionate share of our unconsolidated entities’ other comprehensive loss — — (1) (1) 2009 Activity (143) 192 (1) 48 Balance at December 31, 2009 $ 18 $ 106 $ (1) $ 123 Reclassification adjustments (24) — — (24) Deferred loss on cash flow xxxxxx, net of tax benefit (73) — — (73) Currency translation adjustment — 92 — 92 2010 Activity (97) 92 — (5) Balance at December 31, 2010 $ (79) $ 198 $ (1) $ 118 The accompanying notes are an integral part of these consolidated financial statements. PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1—Organization and Basis of Presentation Organization Plains All American Pipeline, L.P. is a Delaware limited partnership formed in 1998. Our operations are conducted directly and indirectly through our primary operating subsidiaries. As used in this Form 10-K, the terms “Partnership,” “Plains,” “PAA,” “we,” “us,” “our,” “ours” and similar terms refer to Plains All American Pipeline, L.P. and its subsidiaries, unless the context indicates otherwise. We engage in the transportation, storage, terminalling and marketing of crude oil, refined products and LPG. Through our general partner interest and majority equity ownership position in PAA Natural Gas Storage, L.P. (NYSE: PNG), we also engage in the development and operation of natural gas storage facilities. Our business activities are conducted through three operating segments: (i) Transportation, (ii) Facilities and (iii) Supply and Logistics. See Note 15 for further discussion of our three operating segments. Our 2% general partner interest is held by PAA GP LLC, a Delaware limited liability company, whose sole member is Plains AAP, L.P., a Delaware limited partnership. Plains All American GP LLC, a Delaware limited liability company, is Plains AAP, L.P.’s general partner. Plains All American GP LLC manages our operations and activities and employs our domestic officers and personnel. Our Canadian officers and personnel are employed by our subsidiary Plains Midstream Canada ULC. 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. Plains AAP, L.P. and Plains All American GP LLC are essentially held by 18 owners with interests ranging from approximately 35% to less than 1%.

Appears in 1 contract

Samples: Waiver Agreement

Appears in 1 contract

Samples: Excess Voting Rights Agreement

Common use of REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Clause in Contracts