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Supplemental Condensed Consolidating Financial Information | 6 Months Ended
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Jun. 30, 2011
Supplemental Condensed Consolidating Financial Information |
Supplemental Condensed Consolidating Financial Information |
Note 16—Supplemental Condensed Consolidating Financial Information For purposes of the following footnote, Plains is referred to as “Parent.” See Note 13 to our Consolidated Financial Statements included in Part IV of our 2010 Annual Report on Form 10-K for further detail regarding subsidiaries classified as “Guarantor Subsidiaries” and subsidiaries classified as “Non-Guarantor Subsidiaries.” There have been no material changes in the entities that constitute our guarantor and non-guarantor subsidiaries since December 31, 2010. The following supplemental condensed consolidating financial information reflects the Parent’s separate accounts, the combined accounts of the Guarantor Subsidiaries, the combined accounts of the Non-Guarantor Subsidiaries, the combined consolidating adjustments and eliminations and the Parent’s consolidated accounts for the dates and periods indicated. For purposes of the following condensed consolidating information, the Parent’s investments in its subsidiaries and the Guarantor Subsidiaries’ investments in their subsidiaries are accounted for under the equity method of accounting (in millions): Condensed Consolidating Balance Sheets
|  | As of June 30, 2011 |
|  |  |  | Combined |  | Combined |  |  |  |  |
|  |  |  | Guarantor |  | Non-Guarantor |  |  |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |
Total current assets |  | $ | 2,941 |  | $ | 4,890 |  | $ | 469 |  | $ | (3,667 | ) | $ | 4,633 |
Property and equipment, net |  | 3 |  | 5,053 |  | 2,220 |  | — |  | 7,276 |
Investments in unconsolidated entities |  | 7,595 |  | 1,429 |  | — |  | (8,829 | ) | 195 |
Other assets, net |  | 231 |  | 3,271 |  | 2,074 |  | (2,767 | ) | 2,809 |
Total assets |  | $ | 10,770 |  | $ | 14,643 |  | $ | 4,763 |  | $ | (15,263 | ) | $ | 14,913 |
LIABILITIES AND PARTNERS’ CAPITAL |  |  |  |  |  |  |  |  |  |  |
Total current liabilities |  | $ | 324 |  | $ | 6,814 |  | $ | 512 |  | $ | (3,667 | ) | $ | 3,983 |
Long-term debt |  | 4,763 |  | 1,292 |  | 1,707 |  | (2,767 | ) | 4,995 |
Other long-term liabilities |  | — |  | 249 |  | 3 |  | — |  | 252 |
Total liabilities |  | 5,087 |  | 8,355 |  | 2,222 |  | (6,434 | ) | 9,230 |
Partners’ capital excluding noncontrolling interests |  | 5,150 |  | 6,227 |  | 2,541 |  | (8,768 | ) | 5,150 |
Noncontrolling interests |  | 533 |  | 61 |  | — |  | (61 | ) | 533 |
Total partners’ capital |  | 5,683 |  | 6,288 |  | 2,541 |  | (8,829 | ) | 5,683 |
Total liabilities and partners’ capital |  | $ | 10,770 |  | $ | 14,643 |  | $ | 4,763 |  | $ | (15,263 | ) | $ | 14,913 |
Condensed Consolidating Balance Sheets (continued)
|  | As of December 31, 2010 |
|  |  |  | Combined |  | Combined |  |  |  |  |
|  |  |  | Guarantor |  | Non-Guarantor |  |  |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Consolidated |
ASSETS |  |  |  |  |  |  |  |  |  |  |
Total current assets |  | $ | 3,460 |  | $ | 4,394 |  | $ | 510 |  | $ | (3,983 | ) | $ | 4,381 |
Property and equipment, net |  | 2 |  | 4,870 |  | 1,819 |  | — |  | 6,691 |
Investments in unconsolidated entities |  | 6,302 |  | 2,173 |  | — |  | (8,275 | ) | 200 |
Other assets, net |  | 28 |  | 1,976 |  | 553 |  | (126 | ) | 2,431 |
Total assets |  | $ | 9,792 |  | $ | 13,413 |  | $ | 2,882 |  | $ | (12,384 | ) | $ | 13,703 |
LIABILITIES AND PARTNERS’ CAPITAL |  |  |  |  |  |  |  |  |  |  |
Total current liabilities |  | $ | 853 |  | $ | 6,836 |  | $ | 509 |  | $ | (3,983 | ) | $ | 4,215 |
Long-term debt |  | 4,366 |  | 5 |  | 386 |  | (126 | ) | 4,631 |
Other long-term liabilities |  | — |  | 270 |  | 14 |  | — |  | 284 |
Total liabilities |  | 5,219 |  | 7,111 |  | 909 |  | (4,109 | ) | 9,130 |
Partners’ capital excluding noncontrolling interests |  | 4,342 |  | 6,241 |  | 1,973 |  | (8,214 | ) | 4,342 |
Noncontrolling interests |  | 231 |  | 61 |  | — |  | (61 | ) | 231 |
Total partners’ capital |  | 4,573 |  | 6,302 |  | 1,973 |  | (8,275 | ) | 4,573 |
Total liabilities and partners’ capital |  | $ | 9,792 |  | $ | 13,413 |  | $ | 2,882 |  | $ | (12,384 | ) | $ | 13,703 |
Condensed Consolidating Statements of Operations
|  | Three Months Ended June 30, 2011 |
|  | Parent |  | Combined Guarantor Subsidiaries |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated |
Net operating revenues (1) |  | $ | — |  | $ | 578 |  | $ | 79 |  | $ | — |  | $ | 657 |
Field operating costs |  | — |  | (205 | ) | (18 | ) | — |  | (223 | )
General and administrative expenses |  | — |  | (64 | ) | (9 | ) | — |  | (73 | )
Depreciation and amortization |  | (1 | ) | (46 | ) | (16 | ) | — |  | (63 | )
Operating income/(loss) |  | (1 | ) | 263 |  | 36 |  | — |  | 298 |
Equity earnings in unconsolidated entities |  | 297 |  | 23 |  | — |  | (316 | ) | 4 |
Interest income/(expense) |  | (65 | ) | 2 |  | 1 |  | — |  | (62 | )
Other income/(expense), net |  | 2 |  | 2 |  | (2 | ) | — |  | 2 |
Income tax expense |  | — |  | (9 | ) | — |  | — |  | (9 | )
Net income |  | 233 |  | 281 |  | 35 |  | (316 | ) | 233 |
Less: Net income attributable to noncontrolling interests |  | (8 | ) | (1 | ) | — |  | 1 |  | (8 | )
Net income attributable to Plains |  | $ | 225 |  | $ | 280 |  | $ | 35 |  | $ | (315 | ) | $ | 225 |
|  | Three Months Ended June 30, 2010 |
|  |  |  | Combined |  | Combined |  |  |  |  |
|  |  |  | Guarantor |  | Non-Guarantor |  |  |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Consolidated |
Net operating revenues (1) |  | $ | — |  | $ | 428 |  | $ | 55 |  | $ | — |  | $ | 483 |
Field operating costs |  | — |  | (157 | ) | (14 | ) | — |  | (171 | )
General and administrative expenses |  | — |  | (49 | ) | (7 | ) | — |  | (56 | )
Depreciation and amortization |  | (1 | ) | (51 | ) | (12 | ) | — |  | (64 | )
Operating income/(loss) |  | (1 | ) | 171 |  | 22 |  | — |  | 192 |
Equity earnings in unconsolidated entities |  | 196 |  | 20 |  | — |  | (215 | ) | 1 |
Interest income/(expense) |  | (62 | ) | 3 |  | (3 | ) | — |  | (62 | )
Other income/(expense), net |  | — |  | 2 |  | — |  | — |  | 2 |
Income tax expense |  | — |  | — |  | — |  | — |  | — |
Net income |  | 133 |  | 196 |  | 19 |  | (215 | ) | 133 |
Less: Net income attributable to noncontrolling interests |  | (2 | ) | — |  | — |  | — |  | (2 | )
Net income attributable to Plains |  | $ | 131 |  | $ | 196 |  | $ | 19 |  | $ | (215 | ) | $ | 131 |
Condensed Consolidating Statements of Operations (continued)
|  | Six Months Ended June 30, 2011 |
|  | Parent |  | Combined Guarantor Subsidiaries |  | Combined Non-Guarantor Subsidiaries |  | Eliminations |  | Consolidated |
Net operating revenues (1) |  | $ | — |  | $ | 1,113 |  | $ | 159 |  | $ | — |  | $ | 1,272 |
Field operating costs |  | — |  | (377 | ) | (43 | ) | — |  | (420 | )
General and administrative expenses |  | — |  | (120 | ) | (23 | ) | — |  | (143 | )
Depreciation and amortization |  | (3 | ) | (93 | ) | (30 | ) | — |  | (126 | )
Operating income/(loss) |  | (3 | ) | 523 |  | 63 |  | — |  | 583 |
Equity earnings in unconsolidated entities |  | 573 |  | 40 |  | — |  | (608 | ) | 5 |
Interest income/(expense) |  | (133 | ) | 6 |  | (1 | ) | — |  | (128 | )
Other income/(expense), net |  | (19 | ) | 3 |  | (4 | ) | — |  | (20 | )
Income tax expense |  | — |  | (22 | ) | — |  | — |  | (22 | )
Net income |  | $ | 418 |  | $ | 550 |  | $ | 58 |  | $ | (608 | ) | $ | 418 |
Less: Net income attributable to noncontrolling interests |  | (10 | ) | (1 | ) | — |  | 1 |  | (10 | )
Net income attributable to Plains |  | $ | 408 |  | $ | 549 |  | $ | 58 |  | $ | (607 | ) | $ | 408 |
|  | Six Months Ended June 30, 2010 |
|  |  |  | Combined |  | Combined |  |  |  |  |
|  |  |  | Guarantor |  | Non-Guarantor |  |  |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Consolidated |
Net operating revenues (1) |  | $ | — |  | $ | 881 |  | $ | 104 |  | $ | — |  | $ | 985 |
Field operating costs |  | — |  | (306 | ) | (28 | ) | — |  | (334 | )
General and administrative expenses |  | — |  | (104 | ) | (13 | ) | — |  | (117 | )
Depreciation and amortization |  | (2 | ) | (106 | ) | (23 | ) | — |  | (131 | )
Operating income/(loss) |  | (2 | ) | 365 |  | 40 |  | — |  | 403 |
Equity earnings in unconsolidated entities |  | 411 |  | 37 |  | — |  | (446 | ) | 2 |
Interest income/(expense) |  | (125 | ) | 11 |  | (6 | ) | — |  | (120 | )
Other income/(expense), net |  | — |  | (1 | ) | — |  | — |  | (1 | )
Income tax expense |  | — |  | — |  | — |  | — |  | — |
Net income |  | $ | 284 |  | $ | 412 |  | $ | 34 |  | $ | (446 | ) | $ | 284 |
Less: Net income attributable to noncontrolling interest |  | (2 | ) | (1 | ) | — |  | 1 |  | (2 | )
Net income attributable to Plains |  | $ | 282 |  | $ | 411 |  | $ | 34 |  | $ | (445 | ) | $ | 282 |
(1) Net operating revenues are calculated as “Total revenues” less “Purchases and related costs.” Condensed Consolidating Statements of Cash Flows
|  | Six Months Ended June 30, 2011 |
|  |  |  | Combined |  | Combined |  |  |  |  |
|  |  |  | Guarantor |  | Non-Guarantor |  |  |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Consolidated |
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |
Net income |  | $ | 418 |  | $ | 550 |  | $ | 58 |  | $ | (608 | ) | $ | 418 |
Reconciliation of net income to net cash provided by operating activities: |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  | 3 |  | 93 |  | 30 |  | — |  | 126 |
Equity compensation expense |  | — |  | 43 |  | 3 |  | — |  | 46 |
Gain on sale of linefill |  | — |  | (15 | ) | — |  | — |  | (15 | )
Net cash received for terminated interest rate or foreign currency hedging instruments |  | 12 |  | — |  | — |  | — |  | 12 |
Equity earnings in unconsolidated subsidiaries, net of distributions |  | (573 | ) | (29 | ) | — |  | 608 |  | 6 |
Other |  | 1 |  | (2 | ) | — |  | — |  | (1 | )
Changes in assets and liabilities, net of acquisitions |  | 603 |  | (318 | ) | 95 |  | — |  | 380 |
Net cash provided by operating activities |  | 464 |  | 322 |  | 186 |  | — |  | 972 |
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |
Cash paid in connection with acquisitions, net of cash acquired |  | — |  | (7 | ) | (744 | ) | — |  | (751 | )
Change in restricted cash |  | — |  | — |  | 20 |  | — |  | 20 |
Additions to property, equipment and other |  | — |  | (209 | ) | (78 | ) | — |  | (287 | )
Net cash received/(paid) for sales of linefill and base gas |  | — |  | (6 | ) | — |  | — |  | (6 | )
Other investing activities |  | — |  | (3 | ) | — |  | — |  | (3 | )
Net cash used in investing activities |  | — |  | (225 | ) | (802 | ) | — |  | (1,027 | )
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |
Net repayments on PAA’s revolving credit facility |  | (541 | ) | (51 | ) | — |  | — |  | (592 | )
Net repayments on PNG’s revolving credit facility |  | — |  | — |  | (34 | ) | — |  | (34 | )
Net repayments on PAA’s hedged inventory facility |  | — |  | (200 | ) | — |  | — |  | (200 | )
Proceeds from the issuance of senior notes |  | 597 |  | — |  | — |  | — |  | 597 |
Repayments of senior notes |  | (200 | ) | — |  | — |  | — |  | (200 | )
Net proceeds from the issuance of common units |  | 503 |  | — |  | — |  | — |  | 503 |
Cash received for sale of noncontrolling interest in a subsidiary |  | (230 | ) | — |  | 600 |  | — |  | 370 |
Net borrowings/(repayments) on intercompany notes |  | (200 | ) | 133 |  | 67 |  | — |  | — |
Distributions paid to common unitholders and general partner |  | (382 | ) | — |  | — |  | — |  | (382 | )
Distributions to noncontrolling interests |  | — |  | — |  | (16 | ) | — |  | (16 | )
Other financing activities |  | (5 | ) | 2 |  | — |  | — |  | (3 | )
Net cash provided by/(used in) financing activities |  | (458 | ) | (116 | ) | 617 |  | — |  | 43 |
Effect of translation adjustment on cash |  | — |  | (1 | ) | — |  | — |  | (1 | )
Net increase/(decrease) in cash and cash equivalents |  | 6 |  | (20 | ) | 1 |  | — |  | (13 | )
Cash and cash equivalents, beginning of period |  | (4 | ) | 36 |  | 4 |  | — |  | 36 |
Cash and cash equivalents, end of period |  | $ | 2 |  | $ | 16 |  | $ | 5 |  | $ | — |  | $ | 23 |
Condensed Consolidating Statements of Cash Flows (continued)
|  | Six Months Ended June 30, 2010 |
|  |  |  | Combined |  | Combined |  |  |  |  |
|  |  |  | Guarantor |  | Non-Guarantor |  |  |  |  |
|  | Parent |  | Subsidiaries |  | Subsidiaries |  | Eliminations |  | Consolidated |
CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |
Net income |  | $ | 284 |  | $ | 412 |  | $ | 34 |  | $ | (446 | ) | $ | 284 |
Reconciliation of net income to net cash provided by operating activities: |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  | 2 |  | 106 |  | 23 |  | — |  | 131 |
Equity compensation expense |  | — |  | 32 |  | 1 |  | — |  | 33 |
Equity earnings in unconsolidated subsidiaries, net of distributions |  | (411 | ) | (34 | ) | — |  | 446 |  | 1 |
Gain on sale of linefill |  | — |  | (17 | ) | — |  | — |  | (17 | )
Other |  | 3 |  | 4 |  | — |  | — |  | 7 |
Changes in assets and liabilities, net of acquisitions |  | 248 |  | (199 | ) | (205 | ) | — |  | (156 | )
Net cash provided by/(used in) operating activities |  | 126 |  | 304 |  | (147 | ) | — |  | 283 |
CASH FLOWS FROM INVESTING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |
Cash paid in connection with acquisitions |  | (20 | ) | (164 | ) | — |  | — |  | (184 | )
Additions to property, equipment and other |  | — |  | (159 | ) | (56 | ) | — |  | (215 | )
Net cash received/(paid) for sales of linefill and base gas |  | — |  | 19 |  | (1 | ) | — |  | 18 |
Other investing activities |  | — |  | 3 |  | — |  | — |  | 3 |
Net cash used in investing activities |  | (20 | ) | (301 | ) | (57 | ) | — |  | (378 | )
CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |  |  |  |  |  |
Net repayments on PAA’s revolving credit facility |  | (36 | ) | (114 | ) | — |  | — |  | (150 | )
Net borrowings on PNG’s revolving credit facility |  | — |  | — |  | 205 |  | — |  | 205 |
Net borrowings on PAA’s hedged inventory facility |  | — |  | 100 |  | — |  | — |  | 100 |
Cash received for sale of noncontrolling interest in a subsidiary |  | 268 |  | — |  | — |  | — |  | 268 |
Distributions paid to common unitholders and general partner |  | (335 | ) | — |  | — |  | — |  | (335 | )
Other financing activities |  | (2 | ) | — |  | — |  | — |  | (2 | )
Net cash provided by/(used in) financing activities |  | (105 | ) | (14 | ) | 205 |  | — |  | 86 |
Effect of translation adjustment on cash |  | — |  | (1 | ) | — |  | — |  | (1 | )
Net increase/(decrease) in cash and cash equivalents |  | 1 |  | (12 | ) | 1 |  | — |  | (10 | )
Cash and cash equivalents, beginning of period |  | 1 |  | 19 |  | 5 |  | — |  | 25 |
Cash and cash equivalents, end of period |  | $ | 2 |  | $ | 7 |  | $ | 6 |  | $ | — |  | $ | 15 |

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- Definition Text block that encapsulates the detailed table comprising the condensed financial statements (balance sheet, income statement and statement of cash flows), normally using the registrant (parent) as the sole domain member. If condensed consolidating financial statements are being presented, other domain members (in addition to parent) such as guarantor subsidiaries, non-guarantor subsidiaries, and the consolidation eliminations, will be included in order that the respective monetary amounts for each of the domains will aggregate to the respective amounts on the consolidated financial statements. The line items are the various captions used to compile the condensed financial statements. Using extensions, most, if not all, of the elements representing condensed financial statement captions will be the same as those used for the consolidated financial statements captions. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph c -Article 5 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 05 -Paragraph c -Article 7 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 06 -Article 9 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Research Bulletin (ARB) -Number 51 -Paragraph 24 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 12 + Details
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