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Historical Distribution Growth
                Represents cash distribution paid during each period




                                                                      $0.750
                                                                     $0.725
                                                                    $0.708
                                                                    $0.688
                                                        $0.675
                                                       $0.650
                                                       $0.638
                                                      $0.613
                                         $0.600
                                        $0.578
                                        $0.563
                                        $0.563
                          $0.550
                          $0.550
                          $0.550
            $0.538
            $0.538

                          $0.538
           $0.525
           $0.513




           Q1 Q2 Q3 Q4    Q1 Q2 Q3 Q4   Q1 Q2 Q3 Q4   Q1 Q2 Q3 Q4   Q1 Q2 Q3 Q4

                          $2.20
                          $2.20
                          $2.20


                                        $2.25
                                        $2.25




                                                      $2.45
                                                      $2.55




                                                                    $2.90
                                                                    $2.83
                                        $2.40




                                                      $2.60




                                                                    $3.00
           $2.05




                                        $2.31




                                                      $2.70


                                                                    $2.75
           $2.10
           $2.15
           $2.15


                          $2.15



                                    AnnuAlized RAte



            2002 2003 2004 2005 2006
                         Total Return to Unitholders


            2%            44% 25% 11% 38%

                         Five-YeAR AnnuAl totAl RetuRn = 23%



Plains All American Pipeline, l.P. (“PAA”) is a publicly traded master limited
partnership (“MLP”) engaged in the transportation, storage, terminalling and marketing
of crude oil, refined products and liquefied petroleum gas and other natural gas
related petroleum products (collectively, “LPG”). Through our 50% equity ownership
in PAA/Vulcan Gas Storage, LLC, we develop and operate natural gas storage facilities.
We own and operate a diversified portfolio of strategically-located assets that play a
vital role in the movement of U.S. and Canadian energy supplies. On average, we handle
over 3 million barrels per day of crude oil, refined products and LPG through our
extensive network of assets located in key North American producing regions and
transportation gateways.
As an MLP, we make quarterly distributions of our available cash to our Unitholders.
Since our initial public offering in 1998, we have increased our quarterly distribution
by approximately 78% to its current level at February 2007 of $0.80 per unit, or $3.20 per
unit on an annualized basis. It is our goal to increase our distribution to Unitholders
over time through a combination of internal expansion and acquisition-driven growth.
Our common units are traded on the New York Stock Exchange under the symbol
“PAA.” We are headquartered in Houston, Texas.
Well Positioned for the Future




2006 Goals and Achievements
                                1.
              deliver operating
              and financial              » exceeded original Adjusted eBitdA guidance by 40% including
PeRFoRM
                                           (24% excluding) unforecasted acquisitions
              performance in line
              with our guidance.




                               2.        » exited 2006 with strong balance sheet and highest level of liquidity
              Maintain and
                                           in our history
              improve our present
                                         » Generated approximately $136 million of cash flow in excess of
              credit rating and
                                           distributions
              further expand
StRenGthen
              our liquidity and          » Achieved targeted equity financing metrics for $3.4 billion of
              financial flexibility        investments in 2006
              to accommodate             » Substantially pre-funded the targeted equity component of our
              future growth.               2007 expansion capital program



                               3.                                                                                   01




                                                                                                                    PAA
              increase our
              distribution paid
                                         » increased distributions paid to unitholders in all four quarters
diStRiBute    to unitholders in
                                           of 2006 for a total increase of 11.5%
              2006 by 10% over
              2005 payments.




                               4.
              optimize our
              existing asset base
              and operations and
                                         » executed an aggregate of $3.4 billion in internal growth projects
              expand our inven-            and acquisitions
              tory of internal              – implemented $332 million of expansion projects, including
              expansion projects.             $18 million associated with Pacific
                                            – Completed eight acquisitions for $609 million
                                            – Completed merger with Pacific energy Partners, l.P. valued at
                                              $2.5 billion
GRoW

                               5.        » initiated, developed or advanced a number of new internal expansion
                                           projects for implementation in 2007 and beyond; resulted in 2007
                                           expansion capital program of $500 million
              Pursue our
              target of averaging        » entered refined products business and acquired interest in a crude oil
              $200–$300 million            barging company
              of accretive and
              strategic acquisitions.
Well Positioned for the Future




             Chairman and
      2006

             President’s letter


             dear Fellow unitholders:
02
                                                                            2006 Review
PAA




                                                                            At the beginning of each year, we provide our unitholders
             2006 was a very active, productive and rewarding year
                                                                            and the financial community with a slate of specific
             for the Partnership. We achieved or exceeded each of
                                                                            goals that guide our activities and provide a gauge by
             our stated goals as we delivered record operating and
                                                                            which to measure our performance throughout the year.
             financial performance, increased our distributions paid
                                                                            The report card on page 1 summarizes our performance
             to unitholders by 11.5%, completed the largest acquisition
                                                                            against the five goals we established at the beginning of
             in the history of the Partnership and executed a record
                                                                            2006, while a more detailed description of the year’s
             level of internal growth projects. Despite investing nearly
                                                                            activities is provided in the following four paragraphs.
             $3.4 billion during the year, we exited 2006 with a
             strong balance sheet and capital structure, and the highest
                                                                            Our Partnership achieved very strong operating and
             level of liquidity in our history.
                                                                            financial performance in 2006. Adjusted EBITDA of
                                                                            $511 million exceeded the mid-point of our original guid-
             When combined with the results of prior years’ initiatives,
                                                                            ance of $365 million by approximately 40%. Such results
             these events and accomplishments made 2006 a trans-
                                                                            include contributions from unforecasted acquisitions,
             formational year as well. As a result, we believe we have
                                                                            including a 46-day contribution from the Pacific acquisition.
             established a solid foundation for future growth for several
                                                                            Excluding the impact of unforecasted acquisitions, our
             years to come.
                                                                            Adjusted EBITDA exceeded our original guidance by
                                                                            approximately 24%. These results enabled us to generate
             As tempting as it is to use this annual report to dwell on
                                                                            approximately $136 million of cash flow in excess of
             the significant accomplishments of 2006, we recognize
                                                                            distributions, which we reinvested in our expansion capital
             that the vast majority of our stakeholders’ focus is, and
                                                                            programs, thereby reducing the amount of external equity
             should be, on the Partnership’s prospects for 2007 and
                                                                            financing required to meet our targeted credit profile.
             beyond. Accordingly, while we have provided a review of
             2006 performance and activities, you will note that the
                                                                            We invested a total of approximately $3.4 billion in capital
             majority of this annual report is devoted to the opportu-
                                                                            during the year in internal growth projects and acquisi-
             nities that set the stage for the next several years as well
                                                                            tions – a record level by a wide margin. We executed the
             as the associated execution challenges.
                                                                            largest expansion capital program in the history of the
                                                                            Partnership, which totaled $332 million and, principally
                                                                            due to our ability to develop and implement additional
                                                                            projects, we surpassed our initial $230 million capital plan
for the year by over 40%. We completed an aggregate of            Future outlook
$3.1 billion in acquisitions, including the $2.5 billion          We believe that we have a bright future ahead of us. A
merger with Pacific Energy Partners, L.P. and eight addi-         positive transformation that began several years ago
tional acquisitions totaling $609 million. As a result of         was substantially completed in 2006. As recently as five
these transactions and projects, we expanded our crude            years ago, the Partnership was largely dependent upon
oil and LPG businesses and activities, and established a          acquisitions to grow its distribution. Today, we possess a
solid footprint in the refined products transportation and        balanced and diversified business profile and a significant
terminalling businesses. We also acquired a 50% interest          and high-quality portfolio of internal growth projects and
in a barging company that provides a significant portion          asset optimization plans that provide clear visibility for
of our current barge transportation needs and through             our future distribution growth, without reliance on future
which we believe we can further expand our barge trans-           significant acquisitions.
portation activities.
                                                                  Over the past two years alone, we have significantly
We were very proactive in our financing activities through-       expanded our presence in the crude oil and LPG sectors
out the year, keeping pace with our expansion capital             and extended our business model to the natural gas
program and acquisitions. We issued approximately                 storage and refined products businesses, providing us
$1.6 billion of equity in four transactions consisting of         with a diversified group of complementary businesses in
the Pacific merger and three direct placements, and we            which to generate future growth. In certain of these busi-
completed two bond issues for a total of $1.3 billion.            nesses, we have entered new areas, such as crude oil
We expanded our revolving credit facility from $1.0 billion       barging and LPG processing activities.
                                                                                                                                 03
to $1.6 billion and increased our contango inventory




                                                                                                                                 PAA
credit facility from $800 million to $1.0 billion, extending      Within these businesses, we have developed a robust
the maturities on both facilities. In addition to financing       portfolio of internal growth projects that will be the prin-
our expansion capital program and acquisitions, these             cipal driver of distribution growth over the next several
activities also funded a significant increase in inventory        years. To be clear, we recognize that the very attractive
due to the overall growth of our business, a pronounced           and cohesive inventory of growth opportunities also
contango market and higher oil prices. As a result of             poses our biggest challenge – Execution. Specifically,
these proactive financing activities, we ended the year           we face five primary execution challenges:
with a strong balance sheet and capital structure, and the
                                                                  Successfully Integrate the Pacific Acquisition – While
highest level of liquidity in our history. In addition, we pre-
funded the vast majority of the equity component required         we have significant experience and expertise in this area,
to fund our 2007 expansion capital program. Notably, in           having successfully integrated over 45 acquisitions in
conjunction with the Pacific transaction, both credit ratings     the last eight years, the acquisition of Pacific is indeed
agencies affirmed our investment grade rating.                    a challenge as it requires the integration of a large
                                                                  expanse of assets, operations, controls, systems and
Appropriately, 2006 was also a rewarding year for our             personnel from a regional profit center-based structure
unitholders. We raised our distribution in all four quarters,     into a functional operating environment. We believe we
increasing our unit distributions paid in 2006 by 11.5%           have a well designed game plan in this regard and we
over 2005. Combining distributions with appreciation in           are targeting to substantially complete the integration by
the market price of our units, our total return for the year      the beginning of the second quarter of 2007.
was approximately 38%, which compares favorably to a
                                                                  Achieve the Targeted Acquisition Synergies and
total return of approximately 34% and 26% for our large
                                                                  Deliver Operating and Financial Performance in Line
capitalization pipeline MLP peer group and the Alerian
                                                                  with Guidance – The mid-point of our guidance for 2007
MLP Index, respectively. Our total return more than doubled
the results delivered by the Dow Jones Industrial Average         incorporates our projected Pacific-related synergies and
and S&P 500, which were 19% and 16%, respectively.                calls for the Partnership to generate Adjusted EBITDA
                                                                  of approximately $690 million. This is approximately
                                                                  $6 million higher than the preliminary 2007 guidance we
                                                                  provided at the time we announced the Pacific transaction.
                                                                  Inevitably, actual results will be impacted by market-
                                                                  related developments and unforeseen operating issues,
transformation
                                     As a result of a management-led buyout of our general partner that began in late 2000 and was consummated in June 2001,
                                     our management team, which had been simultaneously managing two public companies in separate lines of business with
                                     diverse stakeholders, was able to allocate 100% of their efforts toward the management and growth of Plains All American.
                                     While not without our challenges, we have experienced significant growth and generated attractive returns since that time.
                                     As a result of our activities over the past several years, we have significantly improved our growth visibility and risk profile.
                                     The table below illustrates the transformation that has occurred with the Partnership over the past six years.




                                                                                            At december 31,



      Category                                                   2000                                                                2006

                                     • $977 million                                                     • $8.2 billion
      enterprise value
04
PAA




                                     • BB- / Ba3                                                        • BBB- / Baa3
      Credit Ratings

                                     • ~$80 million                                                     • ~$1.3 billion
      liquidity
      (availability under
      revolving credit facilities)

                                     • Dependent upon acquisitions to grow                              • Existing expansion capital projects are expected to drive
      Growth visibility
                                     • Executed $11 million expansion capital program;                    7% to 9% average annual distribution growth over next
                                       $7 million planned for 2001                                        several years
                                                                                                        • Executed $332 million expansion capital program;
                                                                                                          $500 million planned for 2007

                                     • Focused exclusively on crude oil                                 • Diversified portfolio of assets in the crude oil, LPG,
      Business Mix
                                                                                                          refined products and natural gas storage businesses

                                     • 2,800 miles of crude oil pipelines                               • 20,000 miles of crude oil, refined products and
      Asset Footprint
                                     • 9.8 million barrels of crude oil storage                           LPG pipelines
                                     • Meaningful fleet of trucks                                       • 61.3 million barrels of crude oil, refined products and
                                     • Handled 0.6 million barrels per day                                LPG storage (12.5 million under construction)
                                       of physical crude oil                                            • 50% interest in 25.7 Bcf of natural gas storage
                                     • No waterborne foreign imports                                      (24 Bcf under construction)
                                                                                                        • Significant fleet of truck, rail and barge
                                                                                                          transportation assets
                                                                                                        • Handled over 3 million barrels per day of physical
                                                                                                          crude oil, LPG and refined products
                                                                                                        • 60,000 bpd waterborne foreign imports


                                     • 11-member senior management team                                 • >25-member senior management team
      Management depth
– deliver operating and financial performance in line with guidance
                                                                 – Successfully integrate the Pacific transaction and realize targeted synergies
                                                                 – execute planned slate of expansion projects
                                      2007 Goals
                                                                 – Pursue an average of $200–$300 million of accretive and strategic acquisitions
                                                                 – increase total distributions paid to unitholders in 2007 by at least 14%
                                                                   over 2006 distributions




both positive and negative, and our team will be tasked          interests with the objectives of our unitholders. Specifically,
with making mid-course corrections. Operating and                our recent long-term incentive plan grants provide staged
financial projections seldom happen exactly as forecast,         rewards for our employees for achieving distribution
but we believe the guidance we have provided is both             levels of $3.50, $3.75 and $4.00 per unit over the next
realistic and achievable and that we are well equipped           several years.
to address these challenges.
                                                                 In summary, we are pleased with our positioning for
Implementation of Expansion Capital Program – A total            future growth and believe we have identified, prepared
of 22 projects make up over 80% of our $500 million              for and carry the appropriate amount of respect for the
2007 expansion capital program, with no project exceeding        challenges we face. We are focused on executing our
15% of the total program. This diversity in our expansion        business plan, and we believe we have the right team to
capital program minimizes the adverse impacts of an              address the unforeseen developments that will inevitably
unforeseen delay in any one project. Additionally, the           occur. Our annual goals for 2007 are set forth at the top
impact of these capital projects on our forecasted 2007          of this page and reflect our focus on the opportunities
Adjusted EBITDA is nominal as the vast majority of               and challenges previously discussed.
these projects are scheduled to come on line during
2008 and 2009. However, in order to deliver operating and        We believe that successful execution of our business
financial results in line with our long-term expectations        plan over the next several years will position us to deliver
and thereby position ourselves to achieve our multi-year         average annual distribution growth of 7% to 9%. To the
distribution growth targets, it is imperative that we continue   extent that we are able to complete a meaningful amount
                                                                                                                                                    05
to cost effectively advance these projects in a timely           of accretive and strategic acquisitions, we will improve our




                                                                                                                                                    PAA
manner. The current energy sector environment is ripe with       ability to absorb unforeseen challenges and further extend
competition for people, services and materials, and our          the visibility of our growth trajectory.
projects are subject to potential delays due to inclement
weather and slippage in obtaining regulatory approvals           On behalf of Plains All American Pipeline and its approx-
and a number of other factors outside of our direct control.     imately 2,900 loyal and dedicated employees, we thank
As we have increased our inventory of internal growth            you for your support during 2006 and look forward to
projects, we have expanded our engineering and opera-            updating you on our progress throughout 2007.
tions staff and we believe that we are adequately
equipped to meet these challenges.

Maintaining a Strong Balance Sheet and Attractive
Credit Profile – As we enter 2007, the Partnership is
well positioned financially. Nonetheless, the energy and
financial markets have been and will likely continue to be
volatile. We will need to be vigilant in maintaining high
liquidity and a strong financial position both to mitigate
the highly volatile environment and to accommodate
additional acquisitions.

Manage Growing Pains – We have grown significantly
over the past several years and, inevitably, we will experi-
ence some of the normal growing pains realized by any
                                                                 Greg l. Armstrong                         harry n. Pefanis
expanding organization. Moreover, as a result of the Pacific
                                                                 Chairman and CEO                          President and COO
acquisition combined with other significant acquisitions,
our exposure to that risk is heightened. We have taken a
number of steps over the past several years to expand
our organization’s bench strength and enhance and
maintain internal communication, and are pleased with our
positioning in that regard. In addition, we have established
                                                                 * For a reconciliation of EBITDA and adjusted EBITDA and other Non-GAAP measures
incentive programs for our employees that align their              to the most comparable GAAP measures, please see page 12 of this report.
Injection/Withdrawal Facilities

                                                                                                                                Injection/Withdrawal Facilities
                                                                                                          Common                                                             Common
                                                                                                          Carrier                                                            Carrier
                                         Well Positioned for the Future                                   Pipelines                                                          and LDC
                                                                                                         Common                                                             Common
                                                                                                                                                                             Pipelines
                                                                                                         Carrier                                                            Carrier
                                                                                                         Pipelines                                                          and LDC
                                                                                                                                                                            Pipelines
                                                                                                                                    Salt              Depleted
                                                                                                                                  Dome                Reservoir
                                                                                                                                   Salt               Depleted
                                                                                                                                     Underground Storage
                                                                                                                                  Dome                Reservoir

                                                                                                                                     Underground Storage
                                                                                          LNG Tanker

                                                                            Producers                                                                                                     End Users
                                                                                         LNG Tanker

                                                                           Producers                                                                                                      End Users




                                         PAA


                                         Platform for                                                                                                                 Truck
                        2006
                                                                                        Barge




                                         Future Growth
                                                                                                                                                                     Truck
                                                                                        Barge
                                                                                                                         Common
                                                                                                                         Carrier Pipeline
                                                                                                                         Common
                                                                                                                         Carrier Pipeline
                                                                                                                                                                      Truck
                                                                                                       Storage                                    Bulk Storage
                                                                                                                                                     Terminal
                                                                                                                                                                     Truck
                                         As a result of the transformation that has occurred overStorage several years, today                     Bulk Storage
                                                                                                  the past                                        we possess
                                                                                                                                           a diversified platform
                                                                                                                                                    Terminal
                                         of complementary businesses in which to generate future growth, including our core crude oil business, our related
                                         LPG business as well as our recently acquired refined products and natural gas storage businesses. Importantly, our
                                                                                                                                               Truck
                                                                                       Tanker
                                         assets in each of these businesses are well positioned to benefit from long-term trends in the energy industry, such as
                                                                                                                                                              Gas
                                         increasing imports and the need for additional storage capacity. We believe that there are compelling opportunities to
                                                                                                                                              Truck
                                                                                      Tanker
                                                                          Refineries                                                                          Stations
                                                                                                                                                                                          Gas
                                                                           Refineries                                                                                                     Stations



                                         Below is an overview of the opportunity and our strategic positioning for each of these businesses
                                         along with a graphical depiction of our activities. Activities in which we participate are shown in red.


      Crude oil
06
                                                                                                                                CRude oil                               Pipeline
      Transportation, Facilities and Marketing
PAA




                                                                                                                                                                        Pipeline
                                                                                        Truck
      Opportunity
      » Increasing volumes of waterborne foreign imports into the                       Truck
        Gulf Coast and California and increasing production from                                                                            Pipeline
        Canadian oil sands
                                                                                                                                            Pipeline
      » Changing market demands, greater needs for inventory,
        additional demand for blending and segregated storage services                  Pipeline Gathering            Injection Station                 Terminal/Storage/
                                                                                                                                                       Exchange Location
        and reduction in storage capacity due to regulation
                                                                                        Pipeline Gathering            Injection Station                Terminal/Storage/
      PAA Positioning                                                                                                                                  Exchange Location
      » Our major crude oil storage facilities located in Cushing,
        St. James and Patoka and on the West Coast should benefit                       Barge / Tanker
        from these trends                                                   Producers
                                                                                        Barge / Tanker
      » Certain of our pipeline assets, such as the Capline system as                                                                                                                    Refineries
                                                                           Producers
        well as our infrastructure in California, the Rocky Mountains                                                                                                                    Refineries
        and Canada, are also well positioned to participate in increased
        crude oil movements


      lPG
                                                                                                                                    lPG
      Transportation, Facilities and Marketing

      Opportunity
                                                                                                                                                                                         Retail
      » Increasing U.S. consumption of LPG should lead to increased                                                                                                                      Distribution
                                                                                        Truck
        demand for infrastructure                                                                                                                                                        Retail
                                                                           Refinery                                                                                                      Distribution
                                                                                        Truck
      » Inefficiency caused by numerous regional supply and demand
        imbalances and multiple supply sources                             Refinery

      PAA Positioning
      » Strategic storage and processing assets with flexible distribu-                 Pipeline
                                                                                                                            Above Ground or                                              Chemical
        tion as a result of transportation assets (railcars, trucks and                                                                                                                  Plants
                                                                                                                          Underground Storage
                                                                                        Pipeline
        pipelines) and marketing expertise                                                                                  Above Ground or                                              Chemical
                                                                                                                                                                                         Plants
                                                                                                                          Underground Storage
      » Synergies with Canadian pipeline operations as heavy crude oil
        requires certain liquids as diluent for transportation
                                                                                        Railcar
                                                                                                                                                                                         Diluent for
                                                                                                                                                                                         Heavy Crude
                                                                           Gas Plants   Railcar
                                                                                                                                                                                         Diluent for
                                                                                                                                                                                         Heavy Crude
                                                                           Gas Plants
Gathering Pipelines




                                                               Injection/Withdrawal Facilities


                                     Common                                                            Common
                                     Carrier                                                           Carrier
                                     Pipelines                                                         and LDC
apply our proven business model to each of these businesses. The combination of our strategically-located asset base,
                                                                                                       Pipelines

business model and skill sets enables us to address and profit from regional supply and demand fluctuations; changing
                                             Salt              Depleted
inventory requirements, including both volume and quality; market volatility and similar conditions that are inherent in
                                           Dome                Reservoir
each of these businesses. Over time, we intend to optimize the performance of our existing assets and further expand
                                              Underground Storage
our footprint in each of these businesses through a combination of internal growth projects and acquisitions.
                    LNG Tanker

 Producers                                                                                                         End Users




                                                                                                                                Refined Products                                                           07
                                                      ReFined PRoduCtS
                                                                                                                                Transportation, Facilities and Marketing




                                                                                                                                                                                                           PAA
                                                                                                                                Opportunity
                                                                                                                                » Increasing U.S. consumption of refined products
                                                                                                 Truck
                  Barge
                                                                                                                                » Increasing demand for infrastructure due to boutique gasoline
                                                                                                                                  blends, specification changes to existing products, new products
                                                     Common
                                                                                                                                  (such as bio-fuels), the aging of existing infrastructure and
                                                     Carrier Pipeline
                                                                                                                                  reduction in storage capacity due to regulation
                                                                                                 Truck                          PAA Positioning
                                    Storage                                    Bulk Storage
                                                                                                                                » Refined products terminals located on the East and West
                                                                                 Terminal
                                                                                                                                  Coasts are well positioned to benefit from these trends
                                                                                                                                » Expansion projects in progress at several facilities
                                                                                                                                » Intend to optimize value of our refined products assets
                                                                                                 Truck                            by building complementary supply and marketing business
                  Tanker

                                                                                                                                  (beginning with February 2007 acquisition)
                                                                                                                    Gas
Refineries                                                                                                          Stations




                                                                                                                                natural Gas Storage
                                                    nAtuRAl GAS StoRAGe
                                                                                                                                Facilities

                                                                                                                                Opportunity
                    Gathering Pipelines

                                                                                                                                » Projected shortfall in U.S. natural gas supply to be met with
                                                                                                   Pipeline
                                                                                                                                  imports of liquefied natural gas, which will create inconsistent
                                                              Injection/Withdrawal Facilities
                                                                                                                                  surges and shortfalls in supply and require storage to meet
                  Truck
                                                                                                                                  consumer needs
                                    Common                                                             Common
                                                                                                                                » Regional production declines will require storage facilities to be
                                    Carrier                                                            Carrier
                                                                        Pipeline
                                    Pipelines                                                          and LDC                    able to access multiple markets
                                                                                                       Pipelines
                                                                                                                                PAA Positioning
                                                                                                                                » 24 Bcf high-deliverability Pine Prairie facility under construction in
                  Pipeline Gathering             Injection Station                 Terminal/Storage/
                                                              Salt                    Depleted
                                                                                   Exchange Location                              Louisiana will connect to seven pipelines with access to major
                                                            Dome                      Reservoir
                                                                                                                                  markets in the Midwest, Northeast and Southeast and can be sig-
                                                                    Underground Storage
                                                                                                                                  nificantly expanded to meet market needs
                                                                                                                                » 25.7 Bcf Bluewater facility is positioned to meet seasonal gas
                    LNG Tanker
                  Barge / Tanker
                                                                                                                                  demand in Michigan and is connected to regional market hubs
Producers                                                                                                          End Users
 Producers
             Activities in which we participate are shown in red.
                                                                                                                   Refineries
Well Positioned for the Future




             Acquisition of Pacific
      2006

             energy Partners, l.P.


                                                                               From a financial perspective, the acquisition of Pacific
             the Capstone event
08

                                                                               further diversified our cash flow stream and increased
             In November 2006, we acquired Pacific Energy Partners,
PAA




                                                                               the percentage of our cash flow derived from tariff and
             L.P. in a transaction valued at approximately $2.5 billion,
                                                                               fee-based activities to approximately 66% as shown on
             including the assumption of debt and transaction costs.
                                                                               the top of page 9. It also increased our exposure to non-
             Under the terms of the deal, we acquired the general
                                                                               depleting waterborne foreign imports and increasing
             partner interest, incentive distribution rights and an
                                                                               production of Canadian synthetic crude oil from the oil
             aggregate of 10.5 million limited partner units of Pacific
                                                                               sands. As part of the transaction, we have acquired an
             for a total of $700 million in cash. We acquired the balance
                                                                               attractive portfolio of internal growth projects, many of
             of the equity in Pacific through a unit-for-unit merger in
                                                                               which are backed by long-term contracts with major oil
             which each Pacific unit was exchanged for 0.77 Plains
                                                                               companies and refiners.
             All American units. As a result of the transaction, the Pacific
             operating subsidiaries are now directly or indirectly
             owned by Plains All American.

                                                                               transformation Benefits
             We are very pleased with this transaction, which we believe
                                                                               As a result of the Pacific acquisition and other activities
             was the capstone event in the multi-year transformation
                                                                               over the past several years, we now have strategically-
             of PAA. From an industrial logic and strategic perspective,
                                                                               located assets at a significant number of key market hubs
             the combination of PAA and Pacific was highly desirable.
                                                                               in the U.S. and Canada that will benefit from increasing
             The assets acquired in the Pacific transaction included
                                                                               imports and regional supply and demand imbalances of
             approximately 4,500 miles of active crude oil pipelines,
                                                                               crude oil, refined products, LPG and natural gas.
             550 miles of refined products pipelines, over 13 million
             barrels of crude oil storage capacity and 9 million barrels
                                                                               Accordingly, we believe the Partnership is well positioned
             of refined products storage capacity. The acquired
                                                                               to meet the dynamic demands of the U.S. energy markets
             assets provided an excellent complement to our existing
                                                                               well into the future. See map on the following page.
             crude oil assets in California, the Rocky Mountains and
             Canada. Additionally, the transaction immediately pro-
             vided PAA with a meaningful presence in the refined
             products business.
increasing Percentage of Fee-Based Cash Flow
                                                                          (Based on Adjusted Segment Profit)


                                                                                         Fee based                                        non-fee based

                                                                                                                                                           2006                                                                                                                                                                 2007 Guidance1


                                                                                                                                                                             43% Transportation                                                                                                                                                                     49% Transportation


                                                                                                                                                                              8% Facilities                                                                                                                                                                         17% Facilities


                                                                                                                                                                             49% Marketing                                                                                                                                                                          34% Marketing



                                                                                                                                    51% Fee-based                                                                                                                                                                        66% Fee-based
                                                                                                                       2006                                                                                             2007
                                                                                                                                                                                                        2006                                                                          2007
                                                                                                                                                                                                                                                                     Based on mid-point guidance furnished on Form 8-K on February 22, 2007
                                                                                                                                                                                                                                                                 1




                                                                          PAA is Well Positioned to Meet
                                                                          dynamic demands of u.S. energy Markets                                                                                                                                                                                                                                                                                                                                      09




                                                                                                                                                                                                                                                                                                                                                                                                                                                      PAA
                                                                                                                                                                                                                                                                                                NunavutNunavut
                                                                                                                                                                                                                                                                                                   Nunavut
                                                                                                                                                                      PADD II                                                                                                                                                                                                                    Newfoundland and Labrador
                                                                                                                                                    Saskatchewan
                                                                                                                                                                      Crude
                                                                                                                                                                      Imports
                                                                                         Alberta
                                                                                                                                                                                                                                                                                                      Nunavut
                                                                                                                                                                      1.1 MMbpd
                                                                                                                     Edmonton                                                                                                                                                                                                                                                                                                         Newfoundland and Labrador
                                           British Columbia
                                                               PADD IV                                                                                                                                                                                                                              Nunavut
                                                                                                                                                                                                  Manitoba
                                                               Crude                                                                                                                                                                                                                        Nunavut

                                                               Imports
                                                                                                                                                                                                                                                                                                         Nunavut
                                                               0.3 MMbpd                                                                                                                                                                                                                                                                               Québec
                    British Columbia
                                                                                                                                       Kerrobert


                                                                                                                                                              Regina
                                                                                                                                                                                                                                                                                                                                                                                                                                        Nova Scotia
                                                                                                                                                                                                                                                                Ontario
                                                   ARLINGTON
                                                                                                                                                                                                                                                                                                                                                                                                                      Prince Edward Island

                                                                                                                                                                                                                                                                                                                                                                                                         New Brunswick
                                                  Washington                                                                                                                                                                                                                                                                                                                                                                  Nova Scotia
                                                                                             Cut Bank

                                         WASHOUGAL
                                                                                                                                                                                                                                                                                                                                                                                                Maine
                                                                                                                        Montana
                                                                                                                                                                              North Dakota


                                                                                                                                                                                                                                                                  KINCHELOE
                                                                                                                                                                                                                                                Michigan
                                                                                                                                   Billings                                                                     Minnesota
                                                                                                                                                                                                                                                                                                                                                                        Vermont
                                         Oregon
                                                                                                                                                                                                                                                                                                                                                                            New Hampshire
                                                                                                                                                                                                                                                                                                                                                       CLAREMONT
                                                                                 Idaho


                                                                                                                                                                                                                                         Wisconsin
PADD V                                                                                                                                                                        South Dakota                                                                                                                                                               New York             Massachusetts
                                                                                                                                                                   Rapid City
                                                                                                                                     Salt Creek
Products                                                                                                                                                                                                                                                                                                                                                                         Rhode Island
                                                                                                                                                                                                                                                                                     Michigan
                                                                                                                                                                                                                                                                                                          BLUEWATER                                                         Connecticut
Imports                                                                                             Big Piney                                                                                                                                                                          ALTO
                                                                                                                             Wyoming
0.3 MMbpd
                                                                                                                                                           Ft. Laramie                                                                                                                                                                  Pennsylvania
                                                                                                                                                                                                                            CORDOVA
                                                                                                                                                                                                                 Iowa                                                                                                                                               New J ersey
                                                                                                                                                                                                                                                                                                                   SCHAEFFERSTOWN
                                                                          Salt Lake City
                                                                                                                                                                               Nebraska
                                                                                                                                                                                                                                                                                                                                                                          Philadelphia
                                                                                                                                                      Cheyenne
                    Martinez                                                                                                                                                                                    FORT MADISON                                                                           Ohio
                                                                                                            Rangley                                                                                                                                                                                                                                            Delaware
                                                           Nevada
      Richmond                                                                                                              Iles                                                                                                                                                                                                                    Maryland
                                                                                                                                                                                                                                                                                                                                              District of Columbia
                                                                                                    Utah                                                                                                                                                                   Indiana
                                                                                                                                                                                                                                                     Illinois

                                                                                                                                                                                                                                                                                                                    West Virginia
                            California                                                                                                 Colorado
                                                                                                                                                                                                                                                                                                                                                                                              PADD I
                                                                                                                                                                                                                                                                     PATOKA
                                                                                                                                                                                                                                                                                                                                                                                              Products
                                                                                                                                                                                                                                                                                                                                           Virginia
                                                                                                                                          Colorado                                           Kansas
                                                                                                                                                                                                                            Missouri
                                                                                                                                                                                                                                                                                                                                                                                              Imports
                                                                                                                                           Springs
                                   ANDREWS LPG                                                                                                                                                                                                                                          Kentucky
                                                                                                                                                                                                                                                                                                                                                                                              1.9 MMbpd

                                                                                                                                                                                                                                                                                                                                North Carolina

                                                                                                                                                                                                                                                                                                                                                                                         Legend
                                                                                                                                                                                                                                                                          Tennessee
                 El Segundo
                                                                                                                                                                                                             CUSHING
                                                                                                                                                                                             Oklahoma
     PADD V                                Huntington Beach                                                                                                                                                                                                                                                                                                               Refined Products Facilities
     Crude                                                                                                                                                                                                                   Arkansas                                                                                     South Carolina
                                                                                    Arizona                                  New Mexico

     Imports                                                                                                                                                                                                                                                                                                                                                              Crude Oil Facilities
     1.2 MMbpd
                                                                                                                                                                                                                                                                                                                                                                          LPG Facilities
                                                                                                                                                                                                                                                                              Alabama                         Georgia
                                                                                                                                                                                                                                                      Mississippi


                                                                                                                                                                                                                                                                                                                                                                          Natural Gas Storage Facilities
                                             Baja California Norte

                                                                                                                                                                                                                             PINE
                                                                                                                                                                    MIDLAND
                                                                                                                                                  Tex as
                                                                                                                                                                                                                                                                          MOBILE                                                                                          Crude Oil Pipelines
                                                                                                                                                                                                                            PRAIRIE
                                                                                                                                                                                                                             Louisiana
                                                                                                                                                                                                                                                                                                                                                                          LPG Pipeline
                                                                                           Sonora


                                                                                                                                                                                                                                                        ST J AMES                                                                                                         Refined Products Pipelines
                                                                                                                                                                                                                                                                                           PADD III                           Florida
                                                                                                                       Chihuahua
                                                                                                                                                                                                                                                                                           Crude                                                                          Crude Oil Pipeline (Under Construction)
                                                                                                                                                                                                                                                                                           Imports
                                                           Baja California Sur
                                                                                                                                                                                                                                                                                                                                                                          Major 3rd Party Pipelines
                                                                                                                                                      Coahuila De Zaragoza
                                                                                                                                                                                                                                                                                           5.9 MMbpd
                                                                                                                                                                                                             LNG
                                                                                                                                                                                                             Imports
                                                                                                                                                                         Nuevo Leon
                                                                                                           Sinaloa

                                                                                                                                                                                                             284 MMcfd



                                                                                                                                                                                                                                                                                                                           Import data from Energy Information Administration
Performance Metrics

      transportation                            Marketing Segment volumes
      Segment volumes                           (thousands of barrels per day)
      (thousands of barrels per day)
                                                     Crude Oil Lease Gathering
                                                     LPG Sales
                                                     Waterborne Foreign Crude Imported
                                                                                                     63
                                                                                         59
                                                                             12
                                    2,106




                                                                                                     70
                                                                                         56
                                 1,799




                                                                             48
                              1,486




                                                                38
                                                    35
                      902




                                                    410        437          589          610        650
                    637




                     02 03 04 05 06            02         03           04         05           06



10
PAA




      Adjusted eBitdA                           Facilities Segment volumes1
      (millions of dollars)                     (average monthly capacity
                                                in million of barrels)
                                                                                  23.2
                                    $511
                                 $408




                                                                           17.5
                                                                        14.8
                                                                      12.1
                       $252
                     $169
                    $130




                                                                3.9




                     02 03 04 05 06                             02 03 04 05 06


                                            1 Includes crude oil, refined products, LPG and natural
                                              gas (converted at 6:1 Mcf of gas to crude oil barrel ratio)
                                              storage capacity and LPG processing volumes.
Partnership information
directors of Plains All American                   officers of Plains                             John F. Russell
GP llC                                             All American GP llC                            Vice President – Pipeline Operations
                                                   Greg L. Armstrong
The General Partner of Plains AAP, L.P.,                                                          Robert Sanford
The General Partner of Plains All                  Chairman of the Board and                      Vice President – Lease Supply
American Pipeline, L.P.                            Chief Executive Officer
                                                                                                  Al Swanson
Greg L. Armstrong                                  Harry N. Pefanis                               Vice President – Finance and Treasurer
Chairman of the Board and                          President and Chief Operating Officer
                                                                                                  Tina L. Val
Chief Executive Officer
                                                   Phillip D. Kramer                              Vice President – Accounting and
Plains All American GP LLC
                                                   Executive Vice President and                   Chief Accounting Officer
David N. Capobianco                                Chief Financial Officer
                                                                                                  Troy E. Valenzuela
Managing Director and Co-head
                                                   George R. Coiner                               Vice President – Environmental,
of Private Equity of Vulcan Capital,
                                                   Senior Group Vice President                    Health and Safety
an affiliate of Vulcan Inc.
                                                   Mark F. Shires                                 John P. vonBerg
Chairman of the Board,
                                                   Senior Vice President – Operations             Vice President – Trading
Vulcan Energy Corporation
                                                   Alfred A. Lindseth                             David E. Wright
Everardo Goyanes
                                                   Senior Vice President – Technology,            Vice President
President and Chief Executive Officer
                                                   Process & Risk Management
Liberty Energy Holdings LLC                                                                       Management team of
                                                   Lawrence J. Dreyfuss                           PMC (nova Scotia) Company
Gary R. Petersen
                                                   Vice President, General Counsel –
Senior Managing Director                                                                          W. David Duckett
                                                   Commercial and Litigation and
EnCap Investments L.P.                                                                            President
                                                   Assistant Secretary
Robert V. Sinnott                                                                                 D. Mark Alenius
                                                   Roger D. Everett
President, Chief Investment Officer                                                               Vice President and
                                                   Vice President – Human Resources
and Senior Managing Director of                                                                   Chief Financial Officer
Energy Investments                                 James B. Fryfogle
                                                                                                  Stephen L. Bart
Kayne Anderson Capital Advisors, L.P.              Vice President – Refinery Supply
                                                                                                  Vice President – Operations
Arthur L. Smith                                    Mark J. Gorman
                                                                                                  Ralph R. Cross
Chairman and Chief Executive Officer               Vice President
                                                                                                  Vice President – Business Develop-
John S. Herold, Inc.
                                                   Jim G. Hester                                  ment and Transportation Services
J. Taft Symonds                                    Vice President – Acquisitions
                                                                                                  M.D. (Mike) Hallahan
Chairman of the Board
                                                   John Keffer                                    Vice President – Crude Oil
Symonds Trust Co. Ltd.
                                                   Vice President – Terminals
                                                                                                  Richard H. (Rick) Henson
                                                   Tim Moore                                      Vice President – Corporate Services
                                                   Vice President, General Counsel
                                                                                                  Ron F. Wunder
                                                   and Secretary
                                                                                                  Vice President – LPG
                                                   Daniel J. Nerbonne
                                                   Vice President – Engineering



transfer Agent                                 independent Accountants                        executive office
                                                                                              of the General Partner
American Stock Transfer & Trust                PricewaterhouseCoopers LLP
59 Maiden Lane                                 1201 Louisiana Street, Suite 2900              Plains All American GP LLC
New York, New York 10038-4502                  Houston, Texas 77002-5607                      333 Clay Street, Suite 1600
800.937.5449                                                                                  Houston, Texas 77002-4101
                                                                                              Phone: 713.646.4100 / 800.564.3036
                                                                                              Fax: 713.646.4572
                                                                                              E-mail: info@paalp.com
                                                                                              Website: www.paalp.com



unitholder information
The Common Units are listed and traded on the New York Stock Exchange under the symbol “PAA.”

The following table sets forth the high and low sales prices for the common units as reported on the New York Stock
Exchange Composite Tape for the periods indicated:

                                  2006 High                    2006 Low               2005 High               2005 Low

1st Quarter                            $   47.00               $   39.81              $   40.98                $   36.50
2nd Quarter                            $   48.92               $   42.81              $   45.08                $   38.00
3rd Quarter                            $   47.35               $   43.21              $   48.20                $   42.01
4th Quarter                            $   53.23               $   45.20              $   42.82                $   38.51
plains all american pipeline  Annual Reports 2006

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plains all american pipeline Annual Reports 2006

  • 1.
  • 2. Historical Distribution Growth Represents cash distribution paid during each period $0.750 $0.725 $0.708 $0.688 $0.675 $0.650 $0.638 $0.613 $0.600 $0.578 $0.563 $0.563 $0.550 $0.550 $0.550 $0.538 $0.538 $0.538 $0.525 $0.513 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 $2.20 $2.20 $2.20 $2.25 $2.25 $2.45 $2.55 $2.90 $2.83 $2.40 $2.60 $3.00 $2.05 $2.31 $2.70 $2.75 $2.10 $2.15 $2.15 $2.15 AnnuAlized RAte 2002 2003 2004 2005 2006 Total Return to Unitholders 2% 44% 25% 11% 38% Five-YeAR AnnuAl totAl RetuRn = 23% Plains All American Pipeline, l.P. (“PAA”) is a publicly traded master limited partnership (“MLP”) engaged in the transportation, storage, terminalling and marketing of crude oil, refined products and liquefied petroleum gas and other natural gas related petroleum products (collectively, “LPG”). Through our 50% equity ownership in PAA/Vulcan Gas Storage, LLC, we develop and operate natural gas storage facilities. We own and operate a diversified portfolio of strategically-located assets that play a vital role in the movement of U.S. and Canadian energy supplies. On average, we handle over 3 million barrels per day of crude oil, refined products and LPG through our extensive network of assets located in key North American producing regions and transportation gateways. As an MLP, we make quarterly distributions of our available cash to our Unitholders. Since our initial public offering in 1998, we have increased our quarterly distribution by approximately 78% to its current level at February 2007 of $0.80 per unit, or $3.20 per unit on an annualized basis. It is our goal to increase our distribution to Unitholders over time through a combination of internal expansion and acquisition-driven growth. Our common units are traded on the New York Stock Exchange under the symbol “PAA.” We are headquartered in Houston, Texas.
  • 3. Well Positioned for the Future 2006 Goals and Achievements 1. deliver operating and financial » exceeded original Adjusted eBitdA guidance by 40% including PeRFoRM (24% excluding) unforecasted acquisitions performance in line with our guidance. 2. » exited 2006 with strong balance sheet and highest level of liquidity Maintain and in our history improve our present » Generated approximately $136 million of cash flow in excess of credit rating and distributions further expand StRenGthen our liquidity and » Achieved targeted equity financing metrics for $3.4 billion of financial flexibility investments in 2006 to accommodate » Substantially pre-funded the targeted equity component of our future growth. 2007 expansion capital program 3. 01 PAA increase our distribution paid » increased distributions paid to unitholders in all four quarters diStRiBute to unitholders in of 2006 for a total increase of 11.5% 2006 by 10% over 2005 payments. 4. optimize our existing asset base and operations and » executed an aggregate of $3.4 billion in internal growth projects expand our inven- and acquisitions tory of internal – implemented $332 million of expansion projects, including expansion projects. $18 million associated with Pacific – Completed eight acquisitions for $609 million – Completed merger with Pacific energy Partners, l.P. valued at $2.5 billion GRoW 5. » initiated, developed or advanced a number of new internal expansion projects for implementation in 2007 and beyond; resulted in 2007 expansion capital program of $500 million Pursue our target of averaging » entered refined products business and acquired interest in a crude oil $200–$300 million barging company of accretive and strategic acquisitions.
  • 4. Well Positioned for the Future Chairman and 2006 President’s letter dear Fellow unitholders: 02 2006 Review PAA At the beginning of each year, we provide our unitholders 2006 was a very active, productive and rewarding year and the financial community with a slate of specific for the Partnership. We achieved or exceeded each of goals that guide our activities and provide a gauge by our stated goals as we delivered record operating and which to measure our performance throughout the year. financial performance, increased our distributions paid The report card on page 1 summarizes our performance to unitholders by 11.5%, completed the largest acquisition against the five goals we established at the beginning of in the history of the Partnership and executed a record 2006, while a more detailed description of the year’s level of internal growth projects. Despite investing nearly activities is provided in the following four paragraphs. $3.4 billion during the year, we exited 2006 with a strong balance sheet and capital structure, and the highest Our Partnership achieved very strong operating and level of liquidity in our history. financial performance in 2006. Adjusted EBITDA of $511 million exceeded the mid-point of our original guid- When combined with the results of prior years’ initiatives, ance of $365 million by approximately 40%. Such results these events and accomplishments made 2006 a trans- include contributions from unforecasted acquisitions, formational year as well. As a result, we believe we have including a 46-day contribution from the Pacific acquisition. established a solid foundation for future growth for several Excluding the impact of unforecasted acquisitions, our years to come. Adjusted EBITDA exceeded our original guidance by approximately 24%. These results enabled us to generate As tempting as it is to use this annual report to dwell on approximately $136 million of cash flow in excess of the significant accomplishments of 2006, we recognize distributions, which we reinvested in our expansion capital that the vast majority of our stakeholders’ focus is, and programs, thereby reducing the amount of external equity should be, on the Partnership’s prospects for 2007 and financing required to meet our targeted credit profile. beyond. Accordingly, while we have provided a review of 2006 performance and activities, you will note that the We invested a total of approximately $3.4 billion in capital majority of this annual report is devoted to the opportu- during the year in internal growth projects and acquisi- nities that set the stage for the next several years as well tions – a record level by a wide margin. We executed the as the associated execution challenges. largest expansion capital program in the history of the Partnership, which totaled $332 million and, principally due to our ability to develop and implement additional projects, we surpassed our initial $230 million capital plan
  • 5. for the year by over 40%. We completed an aggregate of Future outlook $3.1 billion in acquisitions, including the $2.5 billion We believe that we have a bright future ahead of us. A merger with Pacific Energy Partners, L.P. and eight addi- positive transformation that began several years ago tional acquisitions totaling $609 million. As a result of was substantially completed in 2006. As recently as five these transactions and projects, we expanded our crude years ago, the Partnership was largely dependent upon oil and LPG businesses and activities, and established a acquisitions to grow its distribution. Today, we possess a solid footprint in the refined products transportation and balanced and diversified business profile and a significant terminalling businesses. We also acquired a 50% interest and high-quality portfolio of internal growth projects and in a barging company that provides a significant portion asset optimization plans that provide clear visibility for of our current barge transportation needs and through our future distribution growth, without reliance on future which we believe we can further expand our barge trans- significant acquisitions. portation activities. Over the past two years alone, we have significantly We were very proactive in our financing activities through- expanded our presence in the crude oil and LPG sectors out the year, keeping pace with our expansion capital and extended our business model to the natural gas program and acquisitions. We issued approximately storage and refined products businesses, providing us $1.6 billion of equity in four transactions consisting of with a diversified group of complementary businesses in the Pacific merger and three direct placements, and we which to generate future growth. In certain of these busi- completed two bond issues for a total of $1.3 billion. nesses, we have entered new areas, such as crude oil We expanded our revolving credit facility from $1.0 billion barging and LPG processing activities. 03 to $1.6 billion and increased our contango inventory PAA credit facility from $800 million to $1.0 billion, extending Within these businesses, we have developed a robust the maturities on both facilities. In addition to financing portfolio of internal growth projects that will be the prin- our expansion capital program and acquisitions, these cipal driver of distribution growth over the next several activities also funded a significant increase in inventory years. To be clear, we recognize that the very attractive due to the overall growth of our business, a pronounced and cohesive inventory of growth opportunities also contango market and higher oil prices. As a result of poses our biggest challenge – Execution. Specifically, these proactive financing activities, we ended the year we face five primary execution challenges: with a strong balance sheet and capital structure, and the Successfully Integrate the Pacific Acquisition – While highest level of liquidity in our history. In addition, we pre- funded the vast majority of the equity component required we have significant experience and expertise in this area, to fund our 2007 expansion capital program. Notably, in having successfully integrated over 45 acquisitions in conjunction with the Pacific transaction, both credit ratings the last eight years, the acquisition of Pacific is indeed agencies affirmed our investment grade rating. a challenge as it requires the integration of a large expanse of assets, operations, controls, systems and Appropriately, 2006 was also a rewarding year for our personnel from a regional profit center-based structure unitholders. We raised our distribution in all four quarters, into a functional operating environment. We believe we increasing our unit distributions paid in 2006 by 11.5% have a well designed game plan in this regard and we over 2005. Combining distributions with appreciation in are targeting to substantially complete the integration by the market price of our units, our total return for the year the beginning of the second quarter of 2007. was approximately 38%, which compares favorably to a Achieve the Targeted Acquisition Synergies and total return of approximately 34% and 26% for our large Deliver Operating and Financial Performance in Line capitalization pipeline MLP peer group and the Alerian with Guidance – The mid-point of our guidance for 2007 MLP Index, respectively. Our total return more than doubled the results delivered by the Dow Jones Industrial Average incorporates our projected Pacific-related synergies and and S&P 500, which were 19% and 16%, respectively. calls for the Partnership to generate Adjusted EBITDA of approximately $690 million. This is approximately $6 million higher than the preliminary 2007 guidance we provided at the time we announced the Pacific transaction. Inevitably, actual results will be impacted by market- related developments and unforeseen operating issues,
  • 6. transformation As a result of a management-led buyout of our general partner that began in late 2000 and was consummated in June 2001, our management team, which had been simultaneously managing two public companies in separate lines of business with diverse stakeholders, was able to allocate 100% of their efforts toward the management and growth of Plains All American. While not without our challenges, we have experienced significant growth and generated attractive returns since that time. As a result of our activities over the past several years, we have significantly improved our growth visibility and risk profile. The table below illustrates the transformation that has occurred with the Partnership over the past six years. At december 31, Category 2000 2006 • $977 million • $8.2 billion enterprise value 04 PAA • BB- / Ba3 • BBB- / Baa3 Credit Ratings • ~$80 million • ~$1.3 billion liquidity (availability under revolving credit facilities) • Dependent upon acquisitions to grow • Existing expansion capital projects are expected to drive Growth visibility • Executed $11 million expansion capital program; 7% to 9% average annual distribution growth over next $7 million planned for 2001 several years • Executed $332 million expansion capital program; $500 million planned for 2007 • Focused exclusively on crude oil • Diversified portfolio of assets in the crude oil, LPG, Business Mix refined products and natural gas storage businesses • 2,800 miles of crude oil pipelines • 20,000 miles of crude oil, refined products and Asset Footprint • 9.8 million barrels of crude oil storage LPG pipelines • Meaningful fleet of trucks • 61.3 million barrels of crude oil, refined products and • Handled 0.6 million barrels per day LPG storage (12.5 million under construction) of physical crude oil • 50% interest in 25.7 Bcf of natural gas storage • No waterborne foreign imports (24 Bcf under construction) • Significant fleet of truck, rail and barge transportation assets • Handled over 3 million barrels per day of physical crude oil, LPG and refined products • 60,000 bpd waterborne foreign imports • 11-member senior management team • >25-member senior management team Management depth
  • 7. – deliver operating and financial performance in line with guidance – Successfully integrate the Pacific transaction and realize targeted synergies – execute planned slate of expansion projects 2007 Goals – Pursue an average of $200–$300 million of accretive and strategic acquisitions – increase total distributions paid to unitholders in 2007 by at least 14% over 2006 distributions both positive and negative, and our team will be tasked interests with the objectives of our unitholders. Specifically, with making mid-course corrections. Operating and our recent long-term incentive plan grants provide staged financial projections seldom happen exactly as forecast, rewards for our employees for achieving distribution but we believe the guidance we have provided is both levels of $3.50, $3.75 and $4.00 per unit over the next realistic and achievable and that we are well equipped several years. to address these challenges. In summary, we are pleased with our positioning for Implementation of Expansion Capital Program – A total future growth and believe we have identified, prepared of 22 projects make up over 80% of our $500 million for and carry the appropriate amount of respect for the 2007 expansion capital program, with no project exceeding challenges we face. We are focused on executing our 15% of the total program. This diversity in our expansion business plan, and we believe we have the right team to capital program minimizes the adverse impacts of an address the unforeseen developments that will inevitably unforeseen delay in any one project. Additionally, the occur. Our annual goals for 2007 are set forth at the top impact of these capital projects on our forecasted 2007 of this page and reflect our focus on the opportunities Adjusted EBITDA is nominal as the vast majority of and challenges previously discussed. these projects are scheduled to come on line during 2008 and 2009. However, in order to deliver operating and We believe that successful execution of our business financial results in line with our long-term expectations plan over the next several years will position us to deliver and thereby position ourselves to achieve our multi-year average annual distribution growth of 7% to 9%. To the distribution growth targets, it is imperative that we continue extent that we are able to complete a meaningful amount 05 to cost effectively advance these projects in a timely of accretive and strategic acquisitions, we will improve our PAA manner. The current energy sector environment is ripe with ability to absorb unforeseen challenges and further extend competition for people, services and materials, and our the visibility of our growth trajectory. projects are subject to potential delays due to inclement weather and slippage in obtaining regulatory approvals On behalf of Plains All American Pipeline and its approx- and a number of other factors outside of our direct control. imately 2,900 loyal and dedicated employees, we thank As we have increased our inventory of internal growth you for your support during 2006 and look forward to projects, we have expanded our engineering and opera- updating you on our progress throughout 2007. tions staff and we believe that we are adequately equipped to meet these challenges. Maintaining a Strong Balance Sheet and Attractive Credit Profile – As we enter 2007, the Partnership is well positioned financially. Nonetheless, the energy and financial markets have been and will likely continue to be volatile. We will need to be vigilant in maintaining high liquidity and a strong financial position both to mitigate the highly volatile environment and to accommodate additional acquisitions. Manage Growing Pains – We have grown significantly over the past several years and, inevitably, we will experi- ence some of the normal growing pains realized by any Greg l. Armstrong harry n. Pefanis expanding organization. Moreover, as a result of the Pacific Chairman and CEO President and COO acquisition combined with other significant acquisitions, our exposure to that risk is heightened. We have taken a number of steps over the past several years to expand our organization’s bench strength and enhance and maintain internal communication, and are pleased with our positioning in that regard. In addition, we have established * For a reconciliation of EBITDA and adjusted EBITDA and other Non-GAAP measures incentive programs for our employees that align their to the most comparable GAAP measures, please see page 12 of this report.
  • 8. Injection/Withdrawal Facilities Injection/Withdrawal Facilities Common Common Carrier Carrier Well Positioned for the Future Pipelines and LDC Common Common Pipelines Carrier Carrier Pipelines and LDC Pipelines Salt Depleted Dome Reservoir Salt Depleted Underground Storage Dome Reservoir Underground Storage LNG Tanker Producers End Users LNG Tanker Producers End Users PAA Platform for Truck 2006 Barge Future Growth Truck Barge Common Carrier Pipeline Common Carrier Pipeline Truck Storage Bulk Storage Terminal Truck As a result of the transformation that has occurred overStorage several years, today Bulk Storage the past we possess a diversified platform Terminal of complementary businesses in which to generate future growth, including our core crude oil business, our related LPG business as well as our recently acquired refined products and natural gas storage businesses. Importantly, our Truck Tanker assets in each of these businesses are well positioned to benefit from long-term trends in the energy industry, such as Gas increasing imports and the need for additional storage capacity. We believe that there are compelling opportunities to Truck Tanker Refineries Stations Gas Refineries Stations Below is an overview of the opportunity and our strategic positioning for each of these businesses along with a graphical depiction of our activities. Activities in which we participate are shown in red. Crude oil 06 CRude oil Pipeline Transportation, Facilities and Marketing PAA Pipeline Truck Opportunity » Increasing volumes of waterborne foreign imports into the Truck Gulf Coast and California and increasing production from Pipeline Canadian oil sands Pipeline » Changing market demands, greater needs for inventory, additional demand for blending and segregated storage services Pipeline Gathering Injection Station Terminal/Storage/ Exchange Location and reduction in storage capacity due to regulation Pipeline Gathering Injection Station Terminal/Storage/ PAA Positioning Exchange Location » Our major crude oil storage facilities located in Cushing, St. James and Patoka and on the West Coast should benefit Barge / Tanker from these trends Producers Barge / Tanker » Certain of our pipeline assets, such as the Capline system as Refineries Producers well as our infrastructure in California, the Rocky Mountains Refineries and Canada, are also well positioned to participate in increased crude oil movements lPG lPG Transportation, Facilities and Marketing Opportunity Retail » Increasing U.S. consumption of LPG should lead to increased Distribution Truck demand for infrastructure Retail Refinery Distribution Truck » Inefficiency caused by numerous regional supply and demand imbalances and multiple supply sources Refinery PAA Positioning » Strategic storage and processing assets with flexible distribu- Pipeline Above Ground or Chemical tion as a result of transportation assets (railcars, trucks and Plants Underground Storage Pipeline pipelines) and marketing expertise Above Ground or Chemical Plants Underground Storage » Synergies with Canadian pipeline operations as heavy crude oil requires certain liquids as diluent for transportation Railcar Diluent for Heavy Crude Gas Plants Railcar Diluent for Heavy Crude Gas Plants
  • 9. Gathering Pipelines Injection/Withdrawal Facilities Common Common Carrier Carrier Pipelines and LDC apply our proven business model to each of these businesses. The combination of our strategically-located asset base, Pipelines business model and skill sets enables us to address and profit from regional supply and demand fluctuations; changing Salt Depleted inventory requirements, including both volume and quality; market volatility and similar conditions that are inherent in Dome Reservoir each of these businesses. Over time, we intend to optimize the performance of our existing assets and further expand Underground Storage our footprint in each of these businesses through a combination of internal growth projects and acquisitions. LNG Tanker Producers End Users Refined Products 07 ReFined PRoduCtS Transportation, Facilities and Marketing PAA Opportunity » Increasing U.S. consumption of refined products Truck Barge » Increasing demand for infrastructure due to boutique gasoline blends, specification changes to existing products, new products Common (such as bio-fuels), the aging of existing infrastructure and Carrier Pipeline reduction in storage capacity due to regulation Truck PAA Positioning Storage Bulk Storage » Refined products terminals located on the East and West Terminal Coasts are well positioned to benefit from these trends » Expansion projects in progress at several facilities » Intend to optimize value of our refined products assets Truck by building complementary supply and marketing business Tanker (beginning with February 2007 acquisition) Gas Refineries Stations natural Gas Storage nAtuRAl GAS StoRAGe Facilities Opportunity Gathering Pipelines » Projected shortfall in U.S. natural gas supply to be met with Pipeline imports of liquefied natural gas, which will create inconsistent Injection/Withdrawal Facilities surges and shortfalls in supply and require storage to meet Truck consumer needs Common Common » Regional production declines will require storage facilities to be Carrier Carrier Pipeline Pipelines and LDC able to access multiple markets Pipelines PAA Positioning » 24 Bcf high-deliverability Pine Prairie facility under construction in Pipeline Gathering Injection Station Terminal/Storage/ Salt Depleted Exchange Location Louisiana will connect to seven pipelines with access to major Dome Reservoir markets in the Midwest, Northeast and Southeast and can be sig- Underground Storage nificantly expanded to meet market needs » 25.7 Bcf Bluewater facility is positioned to meet seasonal gas LNG Tanker Barge / Tanker demand in Michigan and is connected to regional market hubs Producers End Users Producers Activities in which we participate are shown in red. Refineries
  • 10. Well Positioned for the Future Acquisition of Pacific 2006 energy Partners, l.P. From a financial perspective, the acquisition of Pacific the Capstone event 08 further diversified our cash flow stream and increased In November 2006, we acquired Pacific Energy Partners, PAA the percentage of our cash flow derived from tariff and L.P. in a transaction valued at approximately $2.5 billion, fee-based activities to approximately 66% as shown on including the assumption of debt and transaction costs. the top of page 9. It also increased our exposure to non- Under the terms of the deal, we acquired the general depleting waterborne foreign imports and increasing partner interest, incentive distribution rights and an production of Canadian synthetic crude oil from the oil aggregate of 10.5 million limited partner units of Pacific sands. As part of the transaction, we have acquired an for a total of $700 million in cash. We acquired the balance attractive portfolio of internal growth projects, many of of the equity in Pacific through a unit-for-unit merger in which are backed by long-term contracts with major oil which each Pacific unit was exchanged for 0.77 Plains companies and refiners. All American units. As a result of the transaction, the Pacific operating subsidiaries are now directly or indirectly owned by Plains All American. transformation Benefits We are very pleased with this transaction, which we believe As a result of the Pacific acquisition and other activities was the capstone event in the multi-year transformation over the past several years, we now have strategically- of PAA. From an industrial logic and strategic perspective, located assets at a significant number of key market hubs the combination of PAA and Pacific was highly desirable. in the U.S. and Canada that will benefit from increasing The assets acquired in the Pacific transaction included imports and regional supply and demand imbalances of approximately 4,500 miles of active crude oil pipelines, crude oil, refined products, LPG and natural gas. 550 miles of refined products pipelines, over 13 million barrels of crude oil storage capacity and 9 million barrels Accordingly, we believe the Partnership is well positioned of refined products storage capacity. The acquired to meet the dynamic demands of the U.S. energy markets assets provided an excellent complement to our existing well into the future. See map on the following page. crude oil assets in California, the Rocky Mountains and Canada. Additionally, the transaction immediately pro- vided PAA with a meaningful presence in the refined products business.
  • 11. increasing Percentage of Fee-Based Cash Flow (Based on Adjusted Segment Profit) Fee based non-fee based 2006 2007 Guidance1 43% Transportation 49% Transportation 8% Facilities 17% Facilities 49% Marketing 34% Marketing 51% Fee-based 66% Fee-based 2006 2007 2006 2007 Based on mid-point guidance furnished on Form 8-K on February 22, 2007 1 PAA is Well Positioned to Meet dynamic demands of u.S. energy Markets 09 PAA NunavutNunavut Nunavut PADD II Newfoundland and Labrador Saskatchewan Crude Imports Alberta Nunavut 1.1 MMbpd Edmonton Newfoundland and Labrador British Columbia PADD IV Nunavut Manitoba Crude Nunavut Imports Nunavut 0.3 MMbpd Québec British Columbia Kerrobert Regina Nova Scotia Ontario ARLINGTON Prince Edward Island New Brunswick Washington Nova Scotia Cut Bank WASHOUGAL Maine Montana North Dakota KINCHELOE Michigan Billings Minnesota Vermont Oregon New Hampshire CLAREMONT Idaho Wisconsin PADD V South Dakota New York Massachusetts Rapid City Salt Creek Products Rhode Island Michigan BLUEWATER Connecticut Imports Big Piney ALTO Wyoming 0.3 MMbpd Ft. Laramie Pennsylvania CORDOVA Iowa New J ersey SCHAEFFERSTOWN Salt Lake City Nebraska Philadelphia Cheyenne Martinez FORT MADISON Ohio Rangley Delaware Nevada Richmond Iles Maryland District of Columbia Utah Indiana Illinois West Virginia California Colorado PADD I PATOKA Products Virginia Colorado Kansas Missouri Imports Springs ANDREWS LPG Kentucky 1.9 MMbpd North Carolina Legend Tennessee El Segundo CUSHING Oklahoma PADD V Huntington Beach Refined Products Facilities Crude Arkansas South Carolina Arizona New Mexico Imports Crude Oil Facilities 1.2 MMbpd LPG Facilities Alabama Georgia Mississippi Natural Gas Storage Facilities Baja California Norte PINE MIDLAND Tex as MOBILE Crude Oil Pipelines PRAIRIE Louisiana LPG Pipeline Sonora ST J AMES Refined Products Pipelines PADD III Florida Chihuahua Crude Crude Oil Pipeline (Under Construction) Imports Baja California Sur Major 3rd Party Pipelines Coahuila De Zaragoza 5.9 MMbpd LNG Imports Nuevo Leon Sinaloa 284 MMcfd Import data from Energy Information Administration
  • 12. Performance Metrics transportation Marketing Segment volumes Segment volumes (thousands of barrels per day) (thousands of barrels per day) Crude Oil Lease Gathering LPG Sales Waterborne Foreign Crude Imported 63 59 12 2,106 70 56 1,799 48 1,486 38 35 902 410 437 589 610 650 637 02 03 04 05 06 02 03 04 05 06 10 PAA Adjusted eBitdA Facilities Segment volumes1 (millions of dollars) (average monthly capacity in million of barrels) 23.2 $511 $408 17.5 14.8 12.1 $252 $169 $130 3.9 02 03 04 05 06 02 03 04 05 06 1 Includes crude oil, refined products, LPG and natural gas (converted at 6:1 Mcf of gas to crude oil barrel ratio) storage capacity and LPG processing volumes.
  • 13. Partnership information directors of Plains All American officers of Plains John F. Russell GP llC All American GP llC Vice President – Pipeline Operations Greg L. Armstrong The General Partner of Plains AAP, L.P., Robert Sanford The General Partner of Plains All Chairman of the Board and Vice President – Lease Supply American Pipeline, L.P. Chief Executive Officer Al Swanson Greg L. Armstrong Harry N. Pefanis Vice President – Finance and Treasurer Chairman of the Board and President and Chief Operating Officer Tina L. Val Chief Executive Officer Phillip D. Kramer Vice President – Accounting and Plains All American GP LLC Executive Vice President and Chief Accounting Officer David N. Capobianco Chief Financial Officer Troy E. Valenzuela Managing Director and Co-head George R. Coiner Vice President – Environmental, of Private Equity of Vulcan Capital, Senior Group Vice President Health and Safety an affiliate of Vulcan Inc. Mark F. Shires John P. vonBerg Chairman of the Board, Senior Vice President – Operations Vice President – Trading Vulcan Energy Corporation Alfred A. Lindseth David E. Wright Everardo Goyanes Senior Vice President – Technology, Vice President President and Chief Executive Officer Process & Risk Management Liberty Energy Holdings LLC Management team of Lawrence J. Dreyfuss PMC (nova Scotia) Company Gary R. Petersen Vice President, General Counsel – Senior Managing Director W. David Duckett Commercial and Litigation and EnCap Investments L.P. President Assistant Secretary Robert V. Sinnott D. Mark Alenius Roger D. Everett President, Chief Investment Officer Vice President and Vice President – Human Resources and Senior Managing Director of Chief Financial Officer Energy Investments James B. Fryfogle Stephen L. Bart Kayne Anderson Capital Advisors, L.P. Vice President – Refinery Supply Vice President – Operations Arthur L. Smith Mark J. Gorman Ralph R. Cross Chairman and Chief Executive Officer Vice President Vice President – Business Develop- John S. Herold, Inc. Jim G. Hester ment and Transportation Services J. Taft Symonds Vice President – Acquisitions M.D. (Mike) Hallahan Chairman of the Board John Keffer Vice President – Crude Oil Symonds Trust Co. Ltd. Vice President – Terminals Richard H. (Rick) Henson Tim Moore Vice President – Corporate Services Vice President, General Counsel Ron F. Wunder and Secretary Vice President – LPG Daniel J. Nerbonne Vice President – Engineering transfer Agent independent Accountants executive office of the General Partner American Stock Transfer & Trust PricewaterhouseCoopers LLP 59 Maiden Lane 1201 Louisiana Street, Suite 2900 Plains All American GP LLC New York, New York 10038-4502 Houston, Texas 77002-5607 333 Clay Street, Suite 1600 800.937.5449 Houston, Texas 77002-4101 Phone: 713.646.4100 / 800.564.3036 Fax: 713.646.4572 E-mail: info@paalp.com Website: www.paalp.com unitholder information The Common Units are listed and traded on the New York Stock Exchange under the symbol “PAA.” The following table sets forth the high and low sales prices for the common units as reported on the New York Stock Exchange Composite Tape for the periods indicated: 2006 High 2006 Low 2005 High 2005 Low 1st Quarter $ 47.00 $ 39.81 $ 40.98 $ 36.50 2nd Quarter $ 48.92 $ 42.81 $ 45.08 $ 38.00 3rd Quarter $ 47.35 $ 43.21 $ 48.20 $ 42.01 4th Quarter $ 53.23 $ 45.20 $ 42.82 $ 38.51