Profile: Plains All American Pipeline, L.P. (PAA)

Plains All American Pipeline, L.P. (Plains) is engaged in the transportation, storage, terminalling and marketing of crude oil, refined products and liquefied petroleum gas and other natural gas-related petroleum products. The Company refers to liquefied petroleum gas and other natural gas related petroleum products, collectively as (LPG). Through its 50% equity ownership in PAA/Vulcan Gas Storage, LLC (PAA/Vulcan), Plains is also involved in the development and operation of natural gas storage facilities. The Company manages its operations through three business segments: Transportation, Facilities and Marketing. It has a network of transportation, terminalling and storage facilities at major market hubs and in key oil producing basins and crude oil, refined product and liquefied petroleum gas (LPG) transportation corridors in the United States and Canada. During the year ended December 31, 2008, Plains completed two acquisitions: a crude oil pipeline located in Alberta, Canada and a storage facility and other assets.

Transportation Segment

The Company’s transportation segment operations generally consist of fee-based activities associated with transporting crude oil and refined products on pipelines, gathering systems, trucks and barges. It generates revenue through a combination of tariffs, third party leases of pipeline capacity and transportation fees. Its transportation segment also includes its equity earnings from its investments in Butte, Frontier and Settoon Towing, in which it owns non-controlling interests. As of December 31, 2008, Plains employed a variety of owned or leased long-term physical assets throughout the United States and Canada in this segment, including approximately 17,000 miles of active crude oil and refined products pipelines and gathering systems; 24 million barrels of active, above-ground tank capacity used primarily to facilitate pipeline throughput; 1 million barrels of crude oil linefill in pipelines owned by the Company; 86 trucks and 341 trailers, and 65 transport and storage barges and 36 transport tugs through its interest in Settoon Towing.

Plains own an approximate 87% undivided joint interest in and act as operator of the Basin Pipeline system. The Basin system is a primary route for transporting crude oil from the Permian Basin (in west Texas and southern New Mexico) to Cushing, Oklahoma, for further delivery to Mid-Continent and Midwest refining centers. System throughput (as measured by system deliveries) was approximately 377,000 barrels per day (attributable to its interest) during 2008. The Basin system consists of four primary movements of crude oil: barrels that are shipped from Jal, New Mexico to the West Texas markets of Wink and Midland; barrels that are shipped from Midland to connecting carriers at Colorado City; barrels that are shipped from Midland and Colorado City to connecting carriers at either Wichita Falls or Cushing, and foreign and Gulf of Mexico barrels that are delivered into Basin at Wichita Falls and delivered to connecting carriers at Cushing. The system also includes approximately seven million barrels (6 million barrels, net to its interest) of crude oil storage capacity located along the system.

The Company owns a 100% interest in the All American Pipeline system. The All American Pipeline transports outer continental shelf (OCS) crude oil received at the onshore facilities of the Santa Ynez field at Las Flores and the onshore facilities of the Point Arguello field located at Gaviota. It owns a 100% interest in the Line 63 system. The Line 63 system is an intrastate common carrier crude oil pipeline system that transports crude oil produced in the San Joaquin Valley and California OCS to refineries and terminal facilities in the Los Angeles Basin and in Bakersfield. The Line 63 system consists of a 115-mile trunk pipeline (of which 101 miles is 14-inch pipe and 14 miles is 16-inch pipe), originating at its Kelley Pump Station in Kern County, California and terminating at its West Hynes Station in Long Beach, California. The trunk pipeline has a capacity of approximately 110,000 barrels per day. The Line 63 system includes 26 miles of distribution pipelines in the Los Angeles Basin, with a throughput capacity of approximately 144,000 barrels per day, and 188 miles of gathering pipelines in the San Joaquin Valley, with a throughput capacity of approximately 72,000 barrels per day.

Plains also has 25 storage tanks with approximately 1 million barrels of storage capacity on this system. These storage assets are used primarily to facilitate the transportation of crude oil on the Line 63 system. For 2008, combined throughput on Line 63 totaled an average of approximately 89,000 barrels per day. It owns and operates 100% of Line 2000, an intrastate common carrier crude oil pipeline that originates at its Emidio Pump Station (that is part of the All American Pipeline System) and transports crude oil produced in the San Joaquin Valley and California OCS to refineries and terminal facilities in the Los Angeles Basin. Line 2000 is a 130-mile, 20-inch trunk pipeline with a throughput capacity of 130,000 barrels per day. During 2008, throughput on Line 2000 averaged approximately 58,000 barrels per day.

Plains own and operate 100% of the Salt Lake City Core Area systems, which include an interstate and intrastate common carrier crude oil pipeline system that transports crude oil produced in Canada and the U.S. Rocky Mountain region to refiners in Salt Lake City, Utah. The Salt Lake City Core Area systems have a combined throughput capacity of approximately 120,000 barrels per day to Salt Lake City. During 2008, throughput on the Salt Lake City Core Area systems averaged approximately 93,000 barrels per day. The Capline Pipeline system, in which it owns a 22% undivided joint interest, is a 633-mile, 40-inch mainline crude oil pipeline originating in St. James, Louisiana, and terminating in Patoka, Illinois. Total system operating capacity is approximately 1 million barrels per day of crude oil, of which approximately 248,000 barrels per day is attributable to its interest. During 2008, throughput on its interest averaged approximately 219,000 barrels per day.

Plains own a 100% interest in the Rainbow system. The Rainbow system is 599 miles long consisting of a 480-mile, 20-inch mainline crude oil pipeline extending from the Norman Wells Pipeline located in Zama, Alberta to Edmonton, Alberta and 119 miles of gathering pipelines. The system has a throughput capacity of approximately 200,000 barrels per day and has transported approximately 193,000 barrels per day. It owns a 100% interest in the Rangeland system. The Rangeland system includes the Mid Alberta Pipeline (MAPL) and the Rangeland Pipeline. During 2008, approximately 34,000 barrels per day of crude oil was transported on the segment of the pipeline from Sundre north to Edmonton and approximately 24,000 barrels per day was transported on the pipeline from Sundre south to the United States. It owns a 100% interest in the Manito heavy oil system. This 605-mile system is comprised of the Manito pipeline, the North Sask pipeline and the Bodo/Cactus Lake pipeline. During 2008, approximately 70,000 barrels per day of crude oil was transported in the Manito system.

Facilities Segment

The Company’s facilities segment operations generally consist of fee-based activities associated with providing storage, terminalling and throughput services for crude oil, refined products and LPG, as well as LPG fractionation and isomerization services. It generates revenue through a combination of month-to-month and multi-year leases and processing arrangements. Revenues generated in this segment include, storage fees that are generated when it leases tank capacity, terminalling fees, or throughput fees, that are generated when it receives crude oil from one connecting pipeline and redeliver crude oil to another connecting carrier and fees from LPG fractionation and isomerization services. Its facilities segment also includes its equity earnings from itsinvestment in PAA/Vulcan Gas Storage, LLC (PAA/Vulcan). As of December 31, 2008, PAA/Vulcan owned and operated approximately 31 billion cubic feet of underground natural gas storage capacity, which includes five billion cubic feet that was placed in service during October 2008, and another 2 billion cubic feet (Bcf) of storage capacity leased from third parties.

As of December 31, 2008, Plains owned and employed a variety of long-term physical assets throughout the United States and Canada in this segment, including, approximately 55 million barrels of crude oil and refined products capacity primarily at its terminalling and storage locations; approximately six million barrels of LPG storage capacity, and fractionation plant in Canada with a processing capacity of 4,400 barrels per day, and a fractionation and isomerization facility in California with an aggregate processing capacity of 22,500 barrels per day.

The Company’s Cushing, Oklahoma Terminal (the Cushing Terminal) is located at the Cushing Interchange. The Cushing Terminal now consists of 14 100,000-barrel tanks, four 150,000-barrel tanks, 20 270,000-barrel tanks and six 570,000-barrel tanks, all of which are used to store and terminal crude oil. It owns a crude oil and condensate storage and terminalling facility, which is located near Kerrobert, Saskatchewan and is connected to its Manito and Cactus Lake pipeline systems. It owns four crude oil and refined product storage facilities in the Los Angeles area with a total of 10 million barrels of storage capacity and a distribution pipeline system of approximately 70 miles of pipeline in the Los Angeles Basin. The storage facility includes 37 storage tanks. It owns two terminals in the San Francisco, California area: a terminal at Martinez (which provides refined product and crude oil service) and a terminal at Richmond (which provides refined product service).

Its San Francisco area terminals have 56 storage tanks with approximately five million barrels of combined storage capacity that are connected to area refineries through a network of owned and third-party pipelines that carry crude oil and refined products to and from area refineries. The terminals have dock facilities that can load between approximately 4,000 and 10,000 barrels per hour of refined products. There is also a rail spur at the Richmond terminal that is able to receive products by train. It has a marine terminal in Mobile, Alabama (the Mobile Terminal) that consists of 17 tanks ranging in size from 10,000 barrels to 225,000 barrels, with useable capacity of approximately two million barrels. It constructed three 670,000-barrel and two 400,000-barrel tanks at the Patoka Interchange located in southern Illinois. It owns three refined product terminals in the Philadelphia, Pennsylvania area. Its Philadelphia area terminals have 42 storage tanks ranging in size from 11,000 barrels to 150,000 barrels with a combined storage capacity of approximately three million barrels. In 2008, it substantially completed construction of a crude oil terminal at the St. James crude oil interchange in Louisiana.

Marketing Segment

The Company’s marketing segment operations generally consist merchant activities such as, the purchase of United States and Canadian 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 its terminals and third-party terminals.