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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2013	Nov. 15, 2013
Document and Entity Information
Entity Registrant Name	PLAINS GP HOLDINGS LP
Entity Central Index Key	0001581990
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		132,382,094
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2013	Dec. 31, 2012
OTHER ASSETS
Total assets	$ 0
Plains All American GP LLC
CURRENT ASSETS
Cash and cash equivalents	34	$ 25
Trade accounts receivable and other receivables, net	3,562	3,564
Inventory	1,198	1,209
Other current assets	354	351
Total current assets	5,148	5,149
PROPERTY AND EQUIPMENT	12,286	11,183
Accumulated depreciation	(1,659)	(1,519)
Property and equipment, net	10,627	9,664
OTHER ASSETS
Goodwill	2,519	2,535
Linefill and base gas	770	707
Long-term inventory	218	274
Investments in unconsolidated entities	474	343
Other, net	536	587
Total assets	20,292	19,259
CURRENT LIABILITIES
Accounts payable and accrued liabilities	4,051	3,824
Short-term debt	620	1,086
Other current liabilities	343	275
Total current liabilities	5,014	5,185
LONG-TERM LIABILITIES
Senior notes, net of unamortized discount of $15 and $15, respectively	6,710	6,010
Long-term debt under credit facilities and other	808	510
Other long-term liabilities and deferred credits	554	586
Total long-term liabilities	8,072	7,106
COMMITMENTS AND CONTINGENCIES (NOTE 11)
MEMBERS' EQUITY
Members' equity, excluding noncontrolling interests	(3)
Noncontrolling interests	7,209	6,968
Total members' equity	7,206	6,968
Total liabilities and members' equity	$ 20,292	$ 19,259

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2013	Dec. 31, 2012
Plains All American GP LLC
Senior notes, unamortized discount (in dollars)	$ 15	$ 15

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - Plains All American GP LLC - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
REVENUES
Supply and Logistics segment revenues	$ 10,386	$ 9,048	$ 30,542	$ 27,367
Transportation segment revenues	179	150	517	458
Facilities segment revenues	138	156	558	533
Total revenues	10,703	9,354	31,617	28,358
COSTS AND EXPENSES
Purchases and related costs	9,909	8,524	28,733	25,855
Field operating costs	326	292	1,010	860
General and administrative expenses	79	81	276	264
Depreciation and amortization	93	211	266	357
Total costs and expenses	10,407	9,108	30,285	27,336
OPERATING INCOME	296	246	1,332	1,022
OTHER INCOME/(EXPENSE)
Equity earnings in unconsolidated entities	19	9	42	25
Interest expense (net of capitalized interest of $11, $9, $30 and $27, respectively)	(73)	(76)	(227)	(219)
Other income/(expense), net	3	4	2	6
INCOME BEFORE TAX	245	183	1,149	834
Current income tax expense	(17)	(10)	(69)	(33)
Deferred income tax (benefit)/expense	8	(3)	(10)	(11)
NET INCOME	236	170	1,070	790
Net income attributable to noncontrolling interests	(235)	(169)	(1,067)	(788)
NET INCOME ATTRIBUTABLE TO GP LLC	$ 1	$ 1	$ 3	$ 2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Plains All American GP LLC
Interest expense, capitalized interest	$ 11	$ 9	$ 30	$ 27

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - Plains All American GP LLC - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Net income	$ 236	$ 170	$ 1,070	$ 790
Other comprehensive income/(loss)	39	84	(98)	37
Comprehensive income	275	254	972	827
Comprehensive income attributable to noncontrolling interests	(274)	(253)	(969)	(825)
Comprehensive income attributable to GP LLC	$ 1	$ 1	$ 3	$ 2

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME - Plains All American GP LLC - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013
Increase (Decrease) in Accumulated Other Comprehensive Income
Balance at beginning of period		$ 79
Reclassification adjustments		(124)
Deferred gain on cash flow hedges, net of tax		141
Currency translation adjustments		(115)
Total period activity	$ 39	(98)
Balance at end of period	(19)	(19)
Derivative Instruments
Increase (Decrease) in Accumulated Other Comprehensive Income
Balance at beginning of period		(121)
Reclassification adjustments		(124)
Deferred gain on cash flow hedges, net of tax		141
Total period activity		17
Balance at end of period	(104)	(104)
Translation Adjustments
Increase (Decrease) in Accumulated Other Comprehensive Income
Balance at beginning of period		200
Currency translation adjustments		(115)
Total period activity		(115)
Balance at end of period	$ 85	$ 85

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Plains All American GP LLC - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 1,070	$ 790
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	266	357
Inventory valuation adjustments	7	128
Equity-indexed compensation expense	96	82
Gain on sales of linefill and base gas	(5)	(17)
Settlement of terminated interest rate and foreign currency hedging instruments	8	(23)
(Gain)/loss on foreign currency revaluation	(6)	2
Deferred income tax expense	10	11
Other	(7)	(3)
Changes in assets and liabilities, net of acquisitions	150	(453)
Net cash provided by operating activities	1,589	874
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid in connection with acquisitions, net of cash acquired	(28)	(1,537)
Additions to property, equipment and other	(1,217)	(852)
Cash received for sales of linefill and base gas	25	55
Cash paid for purchases of linefill and base gas	(61)	(94)
Investment in unconsolidated entities	(124)	(24)
Proceeds from sales of assets	62	21
Cash received upon formation of equity-method investment		55
Other investing activities	3
Net cash used in investing activities	(1,340)	(2,376)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings/(repayments) under PAA senior secured hedged inventory facility (Note 7)	(659)	619
Net borrowings/(repayments) under PAA senior unsecured revolving credit facility (Note 7)	(92)	26
Net borrowings/(repayments) under PNG credit agreement (Note 7)	(32)	54
Net borrowings/(repayments) under AAP revolving credit facility (Note 7)	1	(4)
Proceeds from AAP term loan (Note 7)	300
Net borrowings under PAA commercial paper program (Note 7)	319
Proceeds from the issuance of PAA senior notes	699	1,247
Repayments of PAA senior notes		(500)
Net proceeds from the issuance of PAA common units	401	817
Net proceeds from the issuance of PNG common units	40
Distributions paid to noncontrolling interests	(1,182)	(737)
Distributions paid to members	(6)	(2)
Other financing activities	(26)	(12)
Net cash provided by/(used in) financing activities	(237)	1,508
Effect of translation adjustment on cash	(3)	1
Net increase in cash and cash equivalents	9	7
Cash and cash equivalents, beginning of period	25	27
Cash and cash equivalents, end of period	34	34
Cash paid for:
Interest, net of amounts capitalized	234	213
Income taxes, net of amounts refunded	$ 19	$ 59

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' EQUITY - 9 months ended Sep. 30, 2013 - Plains All American GP LLC - USD ($) $ in Millions	Total	Members' Equity (Excluding Noncontrolling Interests)	Noncontrolling Interests
Balance at Dec. 31, 2012	$ 6,968		$ 6,968
Increase (Decrease) in Members' Equity
Net income	1,070	$ 3	1,067
Distributions	(1,188)	(6)	(1,182)
Issuance of PAA common units	400		400
Issuance of PAA common units under LTIP	4		4
Units tendered by employees to satisfy tax withholding obligations	(15)		(15)
Equity-indexed compensation expense	31		31
Distribution equivalent right payments	(4)		(4)
Issuance of PNG common units	40		40
Other	(2)		(2)
Other comprehensive loss	(98)		(98)
Balance at Sep. 30, 2013	$ 7,206	$ (3)	$ 7,209

Organization and Basis of Presentation

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC

Organization and basis of presentation

Organization and Basis of Presentation

Note 1—Organization and Basis of Presentation

Organization

Plains GP Holdings, L.P. (“PAGP”) is a Delaware limited partnership formed on July 17, 2013 to own interests in the general partner entities of Plains All American Pipeline, L.P (“PAA”), a publicly traded Delaware limited partnership.

On October 21, 2013, PAGP completed its initial public offering (“IPO”). Immediately prior to the IPO, certain owners of Plains AAP, L.P. (“AAP”) sold a portion of their interests in AAP to PAGP, resulting in PAGP’s ownership of an approximate 21.8% limited partnership interest in AAP. AAP is a Delaware limited partnership which directly owns all of PAA’s incentive distribution rights and indirectly owns the 2% general partner interest in PAA. AAP is the sole member of PAA GP LLC (“GP”), a Delaware limited liability company, which directly holds the 2% general partner interest in PAA. Also, through a series of transactions with PAGP’s general partner and certain owners of Plains All American GP LLC (“GP LLC”) prior to the IPO, PAGP became the owner of a 100% managing member interest in GP LLC, a Delaware limited liability company formed on May 2, 2001, and GP LLC’s general partner interest in AAP became a non-economic interest. Prior to these transactions and as of September 30, 2013, GP LLC held a 1% general partner interest in AAP. See Note 15 for further discussion regarding the completion of PAGP’s IPO and other related items.

GP LLC manages the business and affairs of PAA and AAP. Except for certain matters relating to PAA that require the approval of the limited partners of PAA, and certain matters relating to AAP that require the approval of the limited partners of AAP or of PAGP as the sole member of GP LLC, either pursuant to the governing documents of PAA, AAP or GP LLC, or as may be required by non-waivable provisions of applicable law, GP LLC has full and complete authority, power and discretion to manage and control the business, affairs and property of PAA and AAP, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of PAA and AAP’s business, including the execution of contracts and management of litigation. GP LLC employs all domestic officers and personnel involved in the operation and management of PAA and AAP. PAA’s Canadian officers and personnel are employed by Plains Midstream Canada ULC.

PAA engages in the transportation, storage, terminalling and marketing of crude oil and refined products, as well as in the processing, transportation, fractionation, storage and marketing of natural gas liquids (“NGL”). The term NGL includes ethane and natural gasoline products as well as propane and butane, products which are also commonly referred to as liquefied petroleum gas (“LPG”). When used in this document, NGL refers to all NGL products including LPG. Through PAA’s general partner interest and majority equity ownership position in PAA Natural Gas Storage, L.P. (NYSE: PNG), it also owns and operates natural gas storage facilities.

Unless the context indicates otherwise, the terms “Plains,” “we,” “us,” “our,” “ours” and similar terms refer to PAGP, GP LLC, AAP, GP and PAA and its consolidated subsidiaries. Our business activities are conducted through three operating segments: (i) Transportation, (ii) Facilities and (iii) Supply and Logistics. See Note 12 for further discussion of our operating segments.

Basis of Consolidation and Presentation

The accompanying unaudited condensed consolidated financial statements of GP LLC represent the predecessor financial statements of PAGP, which are based on the historical ownership percentages of GP LLC and AAP. Prior to the transactions immediately preceding the IPO, PAGP had no assets and PAGP had not conducted any activity through September 30, 2013 since its formation on July 17, 2013. These financial statements have been prepared from the separate financial records maintained by GP LLC and may not necessarily be indicative of the actual results of operations that might have occurred if PAGP had operated separately during those periods. In addition, the effects of the IPO and related equity transfers occurring in October 2013 are not reflected herein.

The accompanying unaudited condensed consolidated financial statements include GP LLC, all of its wholly owned subsidiaries and those entities that it controls. Under generally accepted accounting principles in the United States (“U.S. GAAP”), GP LLC consolidates AAP and PAA and its subsidiaries. Amounts associated with the limited partner units not owned by GP LLC are reflected in our results of operations as net income attributable to noncontrolling interests and in our balance sheet equity section as noncontrolling interests.

The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with PAGP’s final prospectus dated October 15, 2013 (the “Final Prospectus”) included in its Registration Statement on Form S-1, as amended (SEC File No. 333-190227). These financial statements have been prepared in accordance with the instructions for interim reporting as prescribed by the Securities and Exchange Commission (the “SEC”). All adjustments (consisting only of normal recurring adjustments) that in the opinion of management were necessary for a fair statement of the results for interim periods have been reflected. The condensed balance sheet data as of December 31, 2012 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). The results of operations for the three and nine months ended September 30, 2013 should not be taken as indicative results to be expected for the full year.

Subsequent events have been evaluated through the financial statements issuance date and have been included in the following footnotes where applicable.

Potential Acquisition of Publicly-held Common Units of PNG

On October 22, 2013, PAA announced its entry into a definitive agreement and plan of merger (the “Merger Agreement”) with PNG that provides for a merger whereby PNG will become a wholly-owned subsidiary through a unit-for-unit exchange (the “Merger”). Under the terms of the Merger Agreement, PAA will issue 0.445 PAA common units for each outstanding PNG common unit held by unitholders other than PAA, plus cash in lieu of any fractional PAA common units otherwise issuable in the Merger. There are approximately 33.0 million PNG common units owned by unitholders other than PAA and consummation of the transaction is expected to result in the issuance of approximately 14.7 million PAA common units. Prior to PAGP’s IPO, but subject to consummation of the Merger on terms generally consistent with PAA’s then existing proposal, the owners of AAP agreed to reduce their incentive distribution rights under PAA’s Partnership Agreement by $12 million in each of 2014 and 2015, $10 million in 2016 and $5 million per year thereafter.

The closing of the Merger is subject to the satisfaction of certain conditions, including the approval of the Merger and the Merger Agreement at a special meeting of the unitholders of PNG by the affirmative vote of holders of a majority of the outstanding PNG common units (including PNG common units held by PAA) voting as a separate class and the affirmative vote of holders of a majority of PNG’s outstanding subordinated units voting as a separate class. PAA owns 100% of the membership interests in the general partner of PNG, 100% of the outstanding subordinated units of PNG and approximately 46% of the 61.2 million outstanding common units of PNG. Pursuant to the Merger Agreement, PAA agreed to vote its common units and subordinated units in favor of the Merger. PAA anticipates that the Merger will close in the latter half of the fourth quarter of 2013 or the first quarter of 2014. The previously announced quarterly distribution of $0.3575 per PNG common unit payable to holders of record of such units on November 1, 2013 was paid on November 14, 2013 as scheduled.

Definitions

Additional defined terms are used in this Form 10-Q and shall have the meanings indicated below:

AOCI	=	Accumulated other comprehensive income
Bcf	=	Billion cubic feet
Btu	=	British thermal unit
CAD	=	Canadian dollar
CME	=	Chicago Mercantile Exchange
DERs	=	Distribution equivalent rights
EBITDA	=	Earnings before interest, taxes, depreciation and amortization
FASB	=	Financial Accounting Standards Board
FERC	=	Federal Energy Regulatory Commission
ICE	=	IntercontinentalExchange
LIBOR	=	London Interbank Offered Rate
LLS	=	Light Louisiana Sweet
LTIP	=	Long-term incentive plan
Mcf	=	Thousand cubic feet
MLP	=	Master limited partnership
NGL	=	Natural gas liquids including ethane, natural gasoline products, propane and butane
NPNS	=	Normal purchases and normal sales
NYMEX	=	New York Mercantile Exchange
NYSE	=	New York Stock Exchange
PLA	=	Pipeline loss allowance
PNG	=	PAA Natural Gas Storage, L.P.
USD	=	United States dollar
WTI	=	West Texas Intermediate
WTS	=	West Texas Sour

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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+ Details

Recent Accounting Pronouncements	9 Months Ended
Recent Accounting Pronouncements	Sep. 30, 2013
Plains All American GP LLC
Recent accounting pronouncements
Recent Accounting Pronouncements	Note 2—Recent Accounting Pronouncements Other than as discussed below and in our 2012 Consolidated Financial Statements included in the Final Prospectus, no new accounting pronouncements have become effective or have been issued during the nine months ended September 30, 2013 that are of significance or potential significance to us. In March 2013, the FASB issued guidance regarding the release of cumulative translation adjustments into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity. This guidance becomes effective beginning after December 15, 2013. We will adopt this guidance on January 1, 2014. Our adoption is not expected to have a material impact on our financial position, results of operations or cash flows. In February 2013, the FASB issued guidance requiring an entity to present either in a single note or parenthetically on the face of the financial statements (i) the amount of significant items reclassified from each component of AOCI and (ii) the income statement line items affected by the reclassification. This guidance became effective for interim and annual periods beginning after December 15, 2012. We adopted this guidance during the first quarter of 2013. During the nine months ended September 30, 2013 and 2012, all reclassifications out of AOCI were related to derivative instruments. Other than requiring additional disclosure, which is included in Note 10, our adoption did not have an impact on our financial position, results of operations or cash flows. In July 2012, the FASB issued guidance intended to simplify the impairment test for indefinite-lived intangible assets other than goodwill by giving entities the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. The results of the qualitative assessment would be used as a basis in determining whether it is necessary to perform the two-step quantitative impairment testing. An entity can choose to perform the qualitative assessment on none, some or all of its indefinite-lived intangible assets, or may bypass the qualitative assessment and proceed directly to the quantitative impairment test. This guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted in certain circumstances. We adopted this guidance on January 1, 2013. Our adoption did not have a material impact on our financial position, results of operations or cash flows. In December 2011, the FASB issued guidance requiring disclosures of both gross and net information about recognized financial instruments and derivative instruments that are either (i) offset in accordance with the specified sections of GAAP or (ii) subject to an enforceable master netting arrangement or similar agreement. In January 2013, the FASB amended and clarified the scope of these disclosures to include only (i) derivative instruments, (ii) repurchase agreements and reverse repurchase agreements and (iii) securities lending transactions. This guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. We adopted this guidance on January 1, 2013. Other than requiring additional disclosure, which is included in Note 10, our adoption did not have an impact on our financial position, results of operations or cash flows.

- Definition

The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

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+ Details

Accounts Receivable	9 Months Ended
Accounts Receivable	Sep. 30, 2013
Plains All American GP LLC
Accounts receivable
Accounts Receivable	Note 3—Accounts Receivable Our accounts receivable are primarily from purchasers and shippers of crude oil and, to a lesser extent, purchasers of crude oil, NGL, natural gas and refined products terminalling and storage services. These purchasers include, but are not limited to refiners, producers, marketing and trading companies and financial institutions that are active in the physical and financial commodity markets. The majority of our accounts receivable relate to our crude oil supply and logistics activities that can generally be described as high volume and low margin activities, in many cases involving exchanges of crude oil volumes. To mitigate credit risk related to our accounts receivable, we have in place a rigorous credit review process. We closely monitor market conditions in order to make a determination with respect to the amount, if any, of credit to be extended to any given customer and the form and amount of financial performance assurances we require. Such financial assurances are commonly provided to us in the form of standby letters of credit, parental guarantees or advance cash payments. At September 30, 2013 and December 31, 2012, we had received approximately $122 million and $173 million, respectively, of advance cash payments from third parties to mitigate credit risk. Furthermore, at September 30, 2013 and December 31, 2012, we had received approximately $452 million and $343 million, respectively, of standby letters of credit to support obligations due from third parties, a portion of which applies to future business. In addition, in an effort to mitigate credit risk, a significant portion of our transactions with counterparties are settled on a net-cash basis. Further, we enter into netting agreements (contractual agreements that allow us to offset receivables and payables with those counterparties against each other on our balance sheet) for a majority of such arrangements. We review all outstanding accounts receivable balances on a monthly basis and record a reserve for amounts that we expect will not be fully recovered. We do not apply actual balances against the reserve until we have exhausted substantially all collection efforts. At September 30, 2013 and December 31, 2012, substantially all of our accounts receivable (net of allowance for doubtful accounts) were less than 30 days past their scheduled invoice date. Our allowance for doubtful accounts receivable totaled approximately $4 million at both September 30, 2013 and December 31, 2012. Although we consider our allowance for doubtful trade accounts receivable to be adequate, actual amounts could vary significantly from estimated amounts.

- Definition

The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.

+ References + Details

Dispositions	9 Months Ended
Dispositions	Sep. 30, 2013
Plains All American GP LLC
Dispositions
Dispositions	Note 4—Dispositions In February 2013, PAA signed a definitive agreement to sell certain refined products pipeline systems and related assets included in our Transportation segment. At December 31, 2012, these assets were classified as held for sale on our condensed consolidated balance sheet (in “Other current assets”). On July 1, 2013, a portion of the transaction closed with the sale of certain of the refined products pipeline systems and related assets. The remaining assets were classified as held for sale on our condensed consolidated balance sheet as of September 30, 2013. PAA closed the balance of the transaction during November 2013.

- Definition

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1436-107760

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+ Details

Inventory, Linefill and Base Gas and Long-term Inventory

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC

Inventory disclosures

Inventory, Linefill and Base Gas and Long-term Inventory

Note 5—Inventory, Linefill and Base Gas and Long-term Inventory

Inventory, linefill and base gas and long-term inventory consisted of the following as of the dates indicated (barrels and natural gas volumes in thousands and carrying value in millions):

	September 30, 2013						December 31, 2012
		Unit of	Carrying		Price/			Unit of	Carrying		Price/
	Volumes	Measure	Value		Unit (1)		Volumes	Measure	Value		Unit (1)
Inventory
Crude oil	5,624	barrels	$	535	$	95.13	9,492	barrels	$	737	$	77.64
NGL	13,767	barrels	539		$	39.15	9,472	barrels	388		$	40.96
Natural gas	29,443	Mcf	101		$	3.43	20,374	Mcf	60		$	2.94
Other	N/A		23		N/A		N/A		24		N/A
Inventory subtotal			1,198						1,209

Linefill and base gas
Crude oil	10,520	barrels	645		$	61.31	9,919	barrels	583		$	58.78
NGL	1,345	barrels	64		$	47.58	1,400	barrels	70		$	50.00
Natural gas	17,615	Mcf	61		$	3.46	15,755	Mcf	54		$	3.43
Linefill and base gas subtotal			770						707

Long-term inventory
Crude oil	2,134	barrels	167		$	78.26	1,962	barrels	149		$	75.94
NGL	1,161	barrels	51		$	43.93	3,238	barrels	125		$	38.60
Long-term inventory subtotal			218						274

Total			$	2,186					$	2,190

(1) Price per unit of measure represents a weighted average associated with various grades, qualities and locations. Accordingly, these prices may not coincide with any published benchmarks for such products.

At the end of each reporting period we assess the carrying value of our inventory and make any adjustments necessary to reduce the carrying value to the applicable net realizable value. We recorded a non-cash charge of approximately $7 million during the three and nine months ended September 30, 2013, primarily related to the writedown of our crude oil inventory due to declines in prices during the period. During the three and nine months ended September 30, 2012, we recorded non-cash charges of approximately $7 million and $128 million, respectively, related to the writedown of our crude oil and NGL inventory due to declines in prices during the period. The recognition of these adjustments in 2013 and 2012, which are a component of “Purchases and related costs” in our accompanying condensed consolidated statements of operations, was substantially offset by the recognition of gains on derivative instruments being utilized to hedge the future sales of our crude oil and NGL inventory. Substantially all of such gains were recorded to “Supply and Logistics segment revenues” on our condensed consolidated statements of operations. See Note 10 for discussion of our derivative and risk management activities.

Goodwill

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC

Goodwill

Goodwill

Note 6 — Goodwill

The table below reflects our goodwill by segment and changes during the period indicated (in millions):

	Transportation			Facilities			Supply and Logistics			Total
Balance at December 31, 2012	$	897		$	1,171		$	467		$	2,535
2013 Goodwill Related Activity:
Acquisitions	6			—			—			6
Foreign currency translation adjustments	(10		)	(5		)	(2		)	(17		)
Purchase price accounting adjustments and other (1)	(5		)	—			—			(5		)
Balance at September 30, 2013	$	888		$	1,166		$	465		$	2,519

(1) Goodwill is recorded at the acquisition date based on a preliminary fair value determination. This preliminary goodwill balance may be adjusted when the fair value determination is finalized.

We completed our annual goodwill impairment test as of June 30 and determined that there was no impairment of goodwill.

Debt

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC

Debt

Debt

Note 7—Debt

Debt consisted of the following as of the dates indicated (in millions):

	September 30,		December 31,
	2013		2012
SHORT-TERM DEBT
Credit Facilities (1):
PAA senior secured hedged inventory facility, bearing a weighted-average interest rate of 1.6% at December 31, 2012 (2)	$	—	$	665
PAA senior unsecured revolving credit facility, bearing a weighted-average interest rate of 2.4% at December 31, 2012 (2)	—		92
AAP senior secured revolving credit facility, bearing a weighted-average interest rate of 1.9% at September 30, 2013	1		—
PNG senior unsecured revolving credit facility, bearing a weighted-average interest rate of 2.0% and 2.1% at September 30, 2013 and December 31, 2012, respectively (3)	46		77
PAA commercial paper notes, bearing a weighted-average interest rate of 0.25% at September 30, 2013 (2)	319		—
PAA 5.63% senior notes due December 2013 (4)	250		250
Other	4		2
Total short-term debt	620		1,086

LONG-TERM DEBT
PAA senior notes, net of unamortized discounts of $15 at both September 30, 2013 and December 31, 2012 (5)	6,710		6,010

Credit Facilities and Other Long-Term Debt (1):
AAP term loan, bearing a weighted-average interest rate of 1.9% and 1.8% at September 30, 2013 and December 31, 2012, respectively	500		200
PNG senior unsecured revolving credit facility, bearing a weighted-average interest rate of 2.0% and 2.1% at September 30, 2013 and December 31, 2012, respectively (3)	103		105
PNG GO Bond term loans, bearing a weighted-average interest rate of 1.5% at both September 30, 2013 and December 31, 2012	200		200
Other	5		5
Total long-term debt	7,518		6,520
Total debt (2) (3) (6)	$	8,138	$	7,606

(1) In 2013, we renewed and extended our principal bank credit facilities. See “Credit Facilities” below for further discussion.

(2) We classify as short-term certain borrowings under the PAA commercial paper program, PAA senior unsecured revolving credit facility and PAA senior secured hedged inventory facility. These borrowings are primarily designated as working capital borrowings, must be repaid within one year and are primarily for hedged NGL and crude oil inventory and NYMEX and ICE margin deposits.

(3) We classify as short-term debt any borrowings under the PNG senior unsecured revolving credit facility that have been designated as working capital borrowings and must be repaid within one year. Such borrowings are primarily related to a portion of PNG’s hedged natural gas inventory.

(4) PAA’s $250 million 5.63% senior notes will mature in December 2013 and are thus classified as short-term at September 30, 2013 and December 31, 2012.

(5) In August 2013, PAA completed the issuance of $700 million, 3.85% senior notes due 2023 at a public offering price of 99.792%. Interest payments are due on April 15 and October 15 of each year, commencing on April 15, 2014.

(6) PAA’s fixed-rate senior notes (including current maturities) had a face value of approximately $7.0 billion and $6.3 billion at September 30, 2013 and December 31, 2012, respectively. We estimated the aggregate fair value of these notes as of September 30, 2013 and December 31, 2012 to be approximately $7.5 billion and $7.3 billion, respectively. PAA’s fixed-rate senior notes are traded among institutions, and these trades are routinely published by a reporting service. Our determination of fair value is based on reported trading activity near quarter end. We estimate that the carrying value of outstanding borrowings under our credit agreements and commercial paper program approximates fair value as interest rates reflect current market rates. The fair value estimates for our senior notes and borrowings under our credit agreements and commercial paper program are based upon observable market data and are classified within level 2 of the fair value hierarchy.

Commercial Paper Program

In August 2013, PAA established a commercial paper program under which it may issue, from time to time, privately placed, unsecured commercial paper notes for up to a maximum aggregate amount outstanding at any time of $1.5 billion. Such notes are backstopped by the PAA senior unsecured revolving credit facility and the PAA senior secured hedged inventory facility; as such, any borrowings under the commercial paper program reduce the available capacity under these facilities.

Credit Facilities

In August 2013, the PAA senior secured hedged inventory facility and PAA senior unsecured revolving credit facility agreements were amended to, among other things, extend the maturity dates of the facilities by two years. The facilities now mature in August 2016 and August 2018, respectively. Also in August 2013, the maturity dates of the PNG senior unsecured revolving credit facility and GO Bond term loans were extended by one year to August 2017.

In September 2013, the AAP credit agreement was amended to increase the term loan facility from $200 million to $500 million, increase the aggregate commitments under the revolving credit facility from $25 million to $75 million and extend the maturity date by one year to September 2018.

Borrowings and Repayments

Total borrowings under our credit agreements and commercial paper program for the nine months ended September 30, 2013 and 2012 were approximately $13.2 billion and $8.5 billion, respectively. Total repayments under our credit agreements and commercial paper program were approximately $13.4 billion and $7.8 billion for the nine months ended September 30, 2013 and 2012, respectively. The variance in total gross borrowings and repayments is impacted by various business and financial factors including, but not limited to, the timing, average term and method of general partnership borrowing activities.

Letters of Credit

In connection with our supply and logistics activities and natural gas storage and commercial marketing activities, we provide certain suppliers with irrevocable standby letters of credit to secure our obligation for the purchase of crude oil, NGL and natural gas. Additionally, we issue letters of credit to support insurance programs and construction activities. At September 30, 2013 and December 31, 2012, we had outstanding letters of credit of approximately $42 million and $24 million, respectively.

Members' Equity

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC

Members' equity

Members' Equity

Note 8—Members’ Equity

Distributions to Members

We distribute all of the cash received from AAP distributions on a quarterly basis, less reserves established by management for future requirements. Generally, distributions are paid to our Members in proportion to their percentage interest in us. During the nine months ended September 30, 2013 and 2012, we distributed approximately $6 million and $2 million, respectively, to our Members. Of the amount distributed during the nine months ended September 30, 2013, approximately $3 million relates to distributions received from AAP for our proportionate share of the net proceeds from the increase in AAP’s term loan. See Note 7 for further discussion.

Noncontrolling Interests in Subsidiaries

As of September 30, 2013, noncontrolling interests in subsidiaries consisted of (i) a 98% limited partner interest in PAA, (ii) a 99% limited partner interest in AAP that consists of Class A and Class B units of AAP (a profits interest), (iii) an approximate 37% limited partner interest in PNG and (iv) a 25% interest in SLC Pipeline LLC.

PAA Continuous Offering Program

In May 2013, PAA entered into an additional equity distribution agreement with several financial institutions pursuant to which it may offer and sell, through its sales agents, common units representing limited partner interests having an aggregate offering price of up to $750 million. During the nine months ended September 30, 2013, PAA issued an aggregate of approximately 7.2 million common units under its continuous offering program, generating net proceeds of approximately $400 million, including the proportionate capital contribution from our Members and the noncontrolling interests in AAP, net of approximately $4 million of commissions to our sales agents.

LTIP Vesting

In connection with the settlement of vested LTIP awards (both liability-classified and equity-classified), PAA issued approximately 0.5 million common units during the first nine months of 2013, net of units tendered by employees for tax withholding obligations.

PNG Continuous Offering Program

On March 18, 2013, PNG entered into an equity distribution agreement with a financial institution pursuant to which PNG may offer and sell, through its sales agent, common units representing limited partner interests having an aggregate offering price of up to $75 million. During the first nine months of 2013, PNG issued an aggregate of approximately 1.9 million common units under this agreement, generating net proceeds of approximately $40 million.

Noncontrolling Interests Rollforward

The following table reflects the changes in the noncontrolling interests in members’ equity (in millions):

	Nine Months Ended September 30,
	2013			2012
Beginning balance	$	6,968		$	5,794
Net income attributable to noncontrolling interests	1,067			788
Distributions to noncontrolling interests	(1,182		)	(737		)
Issuance of PAA common units (1)	400			812
Issuance of PAA common units under LTIP (1)	4			34
Units tendered by employees to satisfy tax withholding obligations	(15		)	—
Equity-indexed compensation expense	31			23
Distribution equivalent right payments	(4		)	(4		)
Issuance of PNG common units	40			—
Other	(2		)	—
Other comprehensive income/(loss):
Reclassification adjustments	(124		)	(115		)
Net deferred gain on cash flow hedges	141			68
Currency translation adjustments	(115		)	84
Ending balance	$	7,209		$	6,747

(1) Includes contributions received or to be received from noncontrolling interests of AAP of approximately $9 million and $17 million for the nine months ended September 30, 2013 and 2012, respectively. This amount reflects reimbursement to AAP for capital contributions paid to PAA to maintain AAP’s indirect 2% general partner interest in PAA.

Equity-Indexed Compensation Plans

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC

Equity-Indexed Compensation Plans

Equity-Indexed Compensation Plans

Note 9—Equity-Indexed Compensation Plans

We refer to the PAA and PNG LTIP Plans, Special PAA Awards and Class B Units of AAP collectively as the “Equity-indexed compensation plans.” For additional discussion of equity-indexed compensation plans and awards, please read Note 14 to our 2012 Consolidated Financial Statements included in the Final Prospectus. In connection with PAGP’s IPO, its general partner adopted the Plains GP Holdings, L.P. Long Term Incentive Plan. See Note 15 for further discussion.

Class B Units of AAP. The following table contains a summary of Class B Units of AAP:

					Grant Date
					Fair Value of Outstanding
	Reserved for Future			Outstanding Units	Class B Units (2)
	Grants (1)		Outstanding (1)	Earned (1)	(in millions)
Balance at December 31, 2012	17,875		182,125	130,250	$	44
Granted	(4,500	)	4,500	—	7
Earned	N/A		N/A	50,125	N/A
Balance at September 30, 2013	13,375		186,625	180,375	$	51

(1) In connection with PAGP’s IPO and the recapitalization of AAP on October 21, 2013, the number of Class B Units of AAP was adjusted; as such, as of such date, the number of Class B Units of AAP reserved for future grants, outstanding and earned following this adjustment was 3,483,102 units, 48,642,833 units and 47,013,803 units, respectively. See Note 15 for further discussion of PAGP’s IPO.

(2) Of the grant date fair value, approximately $4 million was recognized as expense during the nine months ended September 30, 2013.

Special PAA Awards. In February 2013, 143,000 Special PAA Awards were granted to certain members of PNG’s management. These awards are denominated in PAA common units and will vest 50% on PAA’s August 2018 distribution date and 50% on PAA’s August 2019 distribution date provided that PNG’s annualized distribution averages at least $1.48 and $1.43 per unit, respectively, for the twelve months prior to each vesting date. DERs associated with these awards vested in November 2013. Any unvested Special PAA Awards that remain outstanding on December 31, 2020 will be forfeited.

PAA and PNG LTIP Awards. Equity compensation activity for LTIP awards denominated in PAA and PNG units is summarized in the following table (units in millions):

	PAA Units (1) (2) (3)				PNG Units (4)
	Units		Weighted Average Grant Date Fair Value per Unit		Units	Weighted Average Grant Date Fair Value per Unit
Outstanding at December 31, 2012	6.0		$	25.55	0.9	$	17.49
Granted	4.1		$	47.60	0.4	$	17.51
Vested	(1.8	)	$	24.82	—	$	18.88
Cancelled or forfeited	(0.3	)	$	36.32	—	$	13.33
Outstanding at September 30, 2013	8.0		$	36.74	1.3	$	17.55

(1) Amounts do not include Class B Units of AAP.

(2) Amounts include Special PAA Awards.

(3) Approximately 0.5 million PAA common units were issued, net of approximately 0.3 million units withheld for taxes, for PAA units that vested during the nine months ended September 30, 2013. The remaining 1.0 million PAA units that vested were settled in cash.

(4) Less than 0.1 million PNG units vested and less than 0.1 million units were forfeited during the nine months ended September 30, 2013.

In February 2013, 2.4 million equity-classified phantom unit awards and 1.5 million liability-classified phantom unit awards were granted under the PAA LTIPs. Substantially all of the equity-classified awards vest as follows: (i) one-third will vest upon the later of the August 2016 distribution date and the date PAA pays an annualized quarterly distribution of at least $2.35 per common unit, (ii) one-third will vest upon the later of the August 2017 distribution date and the date PAA pays an annualized quarterly distribution of at least $2.50 per common unit, and (iii) one-third will vest upon the later of the August 2018 distribution date and the date PAA pays an annualized quarterly distribution of at least $2.65 per unit. Any of these equity-classified awards and associated DERs that have not vested as of the August 2019 distribution date will be forfeited. Substantially all of the liability-classified awards are expected to vest on dates ranging from the August 2015 distribution date to the August 2018 distribution date and vest dependent on PAA paying annualized quarterly distributions ranging from $2.30 per common unit to $2.65 per common unit. Certain of these phantom unit awards include DERs that will vest in one-third increments upon achieving distributions of $2.35, $2.50 and $2.65 per common unit, without regard to the minimum service period.

In November 2013, PAA’s common unitholders approved the Plains All American 2013 Long Term Incentive Plan, which (i) consolidated PAA’s three long-term incentive plans into a single plan through a consolidated amendment and restatement of the existing plans and (ii) authorized an incremental 7,000,000 PAA common units that may be issued under the long-term incentive plan.

Other Equity-Indexed Compensation Information. The table below summarizes the expense recognized and the value of vesting (settled both in units and cash) related to equity-indexed compensation plans and includes both liability-classified and equity-classified awards (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Equity-indexed compensation expense	$	17	$	22	$	96	$	82
LTIP unit-settled vestings (1)	$	1	$	2	$	47	$	60
LTIP cash-settled vestings	$	—	$	1	$	61	$	66
DER cash payments	$	2	$	2	$	5	$	5

(1) For the nine months ended September 30, 2012, less than $1 million relates to unit-settled vestings that were settled with PNG common units.

Derivatives and Risk Management Activities

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC

Derivative disclosures

Derivatives and Risk Management Activities

Note 10—Derivatives and Risk Management Activities

We identify the risks that underlie our core business activities and use risk management strategies to mitigate those risks when we determine that there is value in doing so. Our policy is to use derivative instruments for risk management purposes and not for the purpose of speculating on hydrocarbon commodity (referred to herein as “commodity”) price changes. We use various derivative instruments to (i) manage our exposure to commodity price risk as well as to optimize our profits, (ii) manage our exposure to interest rate risk and (iii) manage our exposure to currency exchange rate risk. Our commodity risk management policies and procedures are designed to help ensure that our hedging activities address our risks by monitoring our derivative positions, as well as physical volumes, grades, locations, delivery schedules and storage capacity. Our interest rate and currency exchange rate risk management policies and procedures are designed to monitor our derivative positions and ensure that those positions are consistent with our objectives and approved strategies. When we apply hedge accounting, our policy is to formally document all relationships between hedging instruments and hedged items, as well as our risk management objectives for undertaking the hedge. This process includes specific identification of the hedging instrument and the hedged transaction, the nature of the risk being hedged and how the hedging instrument’s effectiveness will be assessed. Both at the inception of the hedge and on an ongoing basis, we assess whether the derivatives used in a transaction are highly effective in offsetting changes in cash flows or the fair value of hedged items.

Commodity Price Risk Hedging

Our core business activities contain certain commodity price-related risks that we manage in various ways, including the use of derivative instruments. Our policy is to (i) only purchase inventory for which we have a market, (ii) structure our sales contracts so that price fluctuations do not materially affect our operating income and (iii) not acquire and hold physical inventory or derivatives for the purpose of speculating on commodity price changes. The material commodity-related risks inherent in our business activities can be divided into the following general categories:

Commodity Purchases and Sales — In the normal course of our operations, we purchase and sell commodities. We use derivatives to manage the associated risks and to optimize profits. As of September 30, 2013, net derivative positions related to these activities included:

· An average of 316,500 barrels per day net long position (total of 9.8 million barrels) associated with our crude oil purchases, which was unwound ratably during October 2013 to match monthly average pricing.

· A net short spread position averaging approximately 32,800 barrels per day (total of 13.0 million barrels), which hedges a portion of our anticipated crude oil lease gathering purchases through December 2014. These derivatives are time spreads consisting of offsetting purchases and sales between two different months. Our use of these derivatives does not expose us to outright price risk.

· An average of 13,700 barrels per day (total of 1.7 million barrels) of crude oil grade spread positions through January 2014, which hedge anticipated purchases and sales of crude oil. These derivatives are grade spreads between WTI and various other grades of crude oil including WTS, LLS and Brent. Our use of these derivatives does not expose us to outright price risk.

· An average of 2,500 barrels per day (total of 1.4 million barrels) of butane/WTI spread positions, which hedge specific butane sales contracts that are priced as a percentage of WTI through March 2015.

· A net long position of approximately 1.3 Bcf through April 2016 related to anticipated base gas requirements.

· A short position of approximately 29.4 Bcf through January 2014 related to anticipated sales of natural gas inventory.

· A short position of approximately 10.7 million barrels through March 2015 related to the anticipated sales of our crude oil, NGL and refined products inventory.

Storage Capacity Utilization — We own a significant amount of crude oil, NGL and refined products storage capacity other than that used in our transportation operations. This storage may be leased to third parties or utilized in our own supply and logistics activities, including for the storage of inventory in a contango market. For capacity allocated to our supply and logistics operations, we have utilization risk in a backwardated market structure. As of September 30, 2013, we used derivatives to manage the risk of not utilizing approximately 2.2 million barrels per month of storage capacity through December 2013. These positions involve no outright price exposure, but instead enable us to profitably use the capacity to store hedged crude oil.

Pipeline Loss Allowance Oil — As is common in the pipeline transportation industry, our tariffs incorporate a loss allowance factor that is intended to offset losses due to evaporation, measurement and other losses in transit. We utilize derivative instruments to hedge a portion of the anticipated sales of the allowance oil that is to be collected under our tariffs. As of September 30, 2013, our PLA hedges included a net short position for an average of approximately 1,700 barrels per day (total of 1.4 million barrels) through December 2015 and a long call option position of approximately 0.6 million barrels through December 2015.

Natural Gas Processing/NGL Fractionation — As part of our supply and logistics activities, we purchase natural gas for processing and NGL mix for fractionation, and we sell the resulting individual specification products (including ethane, propane, butane and condensate). In conjunction with these activities, we hedge the price risk associated with the purchase of the natural gas and the subsequent sale of the individual specification products. As of September 30, 2013, we had a long natural gas position of approximately 16.3 Bcf through March 2015, a short propane position of approximately 2.9 million barrels through March 2015, a short butane position of approximately 0.9 million barrels through March 2015 and a short WTI position of approximately 0.3 million barrels through March 2015. In addition, we had a long power position of 0.5 million megawatt hours which hedges a portion of our power supply requirements at our natural gas processing and fractionation plants through December 2015.

All of our commodity derivatives that qualify for hedge accounting are designated as cash flow hedges. We have determined that substantially all of our physical purchase and sale agreements qualify for the NPNS exclusion. Physical commodity contracts that meet the definition of a derivative but are ineligible, or not designated, for the NPNS scope exception are recorded on the balance sheet at fair value, with changes in fair value recognized in earnings.

Interest Rate Risk Hedging

We use interest rate derivatives to hedge interest rate risk associated with anticipated debt issuances and outstanding debt instruments. The derivative instruments we use to manage this risk consist primarily of interest rate swaps and treasury locks. As of September 30, 2013, AOCI includes deferred losses of approximately $76 million that relate to open and terminated interest rate derivatives that were designated for hedge accounting. The terminated interest rate derivatives were cash-settled in connection with the issuance or refinancing of debt agreements. The deferred loss related to these instruments is being amortized to interest expense over the terms of the hedged debt instruments.

PAA entered into forward starting interest rate swaps to hedge the underlying benchmark interest rate related to forecasted debt issuances through 2015. The following table summarizes the terms of these forward starting interest rate swaps as of September 30, 2013 (notional amounts in millions):

Hedged Transaction

Number and Types of
Derivatives Employed

Notional
Amount

Expected
Termination Date

Average Fixed
Rate

Accounting
Treatment

Anticipated debt offering

10 forward starting swaps (30-year)

250

6/15/2015

3.60

Cash flow hedge

Concurrent with PAA’s August 2013 senior notes issuance, five thirty-year forward starting swaps were terminated. We received cash proceeds of approximately $11 million, of which a gain of approximately $8 million was deferred in AOCI and a gain of approximately $3 million was recognized in interest expense attributable to the ineffective portion, in connection with the termination of these swaps.

During June 2011 and August 2011, PNG entered into three interest rate swaps to fix the interest rate on a portion of PNG’s outstanding debt. The following table summarizes the terms of these swaps (notional amount in millions):

Hedged Transaction

Number and Types of
Derivatives Employed

Notional
Amount

Termination Dates

Average Fixed Rate

Accounting
Treatment

Floating interest rate payments associated with PNG outstanding debt

3 floating-to-fixed swaps

100

6/6/2014
8/3/2014

0.95

Cash flow hedge

Currency Exchange Rate Risk Hedging

Because a significant portion of our Canadian business is conducted in CAD and, at times, a portion of our debt is denominated in CAD, we use foreign currency derivatives to minimize the risks of unfavorable changes in exchange rates. These instruments include foreign currency exchange contracts and forwards. As of September 30, 2013, AOCI includes net deferred gains of approximately $1 million that relate to foreign currency derivatives that were designated for hedge accounting.

As of September 30, 2013, our outstanding foreign currency derivatives include derivatives we use to (i) hedge CAD-denominated interest payments on CAD-denominated intercompany notes, (ii) hedge currency exchange risk associated with USD-denominated commodity purchases and sales in Canada and (iii) hedge currency exchange risk created by the use of USD-denominated commodity derivatives to hedge commodity price risk associated with CAD-denominated commodity purchases and sales.

The following table summarizes our open forward exchange contracts as of September 30, 2013 (in millions):

		USD		CAD		Average Exchange Rate USD to CAD
Forward exchange contracts that exchange CAD for USD:
	2013	$	283	$	292	$1.00 - $1.03
	2014	104		108		$1.00 - $1.03
	2015	9		9		$1.00 - $1.04
		$	396	$	409	$1.00 - $1.03

Forward exchange contracts that exchange USD for CAD:
	2013	$	281	$	290	$1.00 - $1.03
	2014	104		108		$1.00 - $1.04
	2015	9		9		$1.00 - $1.06
		$	394	$	407	$1.00 - $1.03

Net position by currency:
	2013	$	2	$	2
	2014	—		—
	2015	—		—
		$	2	$	2

Summary of Financial Impact

We record all open derivatives on the balance sheet as either assets or liabilities measured at fair value. Changes in the fair value of derivatives are recognized currently in earnings unless specific hedge accounting criteria are met. For derivatives that qualify as cash flow hedges, changes in fair value of the effective portion of the hedges are deferred in AOCI and recognized in earnings in the periods during which the underlying physical transactions are recognized in earnings. Derivatives that do not qualify for hedge accounting and the portion of cash flow hedges that are not highly effective in offsetting changes in cash flows of the hedged items are recognized in earnings each period. Cash settlements associated with our derivative activities are reflected as cash flows from operating activities in our condensed consolidated statements of cash flows.

A summary of the impact of our derivative activities recognized in earnings for the three and nine months ended September 30, 2013 and 2012 is as follows (in millions):

	Three Months Ended September 30, 2013											Three Months Ended September 30, 2012
	Derivatives in Hedging Relationships											Derivatives in Hedging Relationships
Location of gain/(loss)	Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total			Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total
Commodity Derivatives

Supply and Logistics segment revenues	$	109		$	—	$	(91	)	$	18		$	123		$	—	$	(102	)	$	21

Facilities segment revenues	(2		)	—		—			(2		)	—			—		—			—

Field operating costs	—			—		2			2			—			—		4			4

Interest Rate Derivatives

Interest expense	(2		)	3		—			1			(2		)	—		—			(2		)

Foreign Currency Derivatives

Supply and Logistics segment revenues	—			—		—			—			—			—		4			4

Other income, net	1			—		—			1			1			—		—			1

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	106		$	3	$	(89	)	$	20		$	122		$	—	$	(94	)	$	28

	Nine Months Ended September 30, 2013											Nine Months Ended September 30, 2012
	Derivatives in Hedging Relationships											Derivatives in Hedging Relationships
Location of gain/(loss)	Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total			Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income			Derivatives Not Designated as a Hedge		Total
Commodity Derivatives

Supply and Logistics segment revenues	$	139		$	—	$	(34	)	$	105		$	62		$	—		$	59	$	121

Facilities segment revenues	(14		)	—		—			(14		)	14			(1		)	—		13

Purchases and related costs	—			—		—			—			41			—			—		41

Field operating costs	—			—		7			7			—			—			2		2

Interest Rate Derivatives

Interest expense	(5		)	3		—			(2		)	(4		)	(1		)	—		(5		)

Foreign Currency Derivatives

Supply and Logistics segment revenues	—			—		—			—			—			—			4		4

Other income, net	4			—		—			4			4			—			—		4

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	124		$	3	$	(27	)	$	100		$	117		$	(2	)	$	65	$	180

(1) During the three months ended September 30, 2013, we reclassified losses of approximately $2 million from AOCI to Facilities segment revenues as a result of anticipated hedged transactions that are probable of not occurring. During the nine months ended September 30, 2013, we reclassified gains of approximately $3 million and losses of approximately $1 million from AOCI to Supply and Logistics segment revenues and Facilities segment revenues, respectively, as a result of anticipated hedged transactions that are probable of not occurring. All of our hedged transactions were deemed probable of occurring during the three and nine months ended September 30, 2012.

The following table summarizes the derivative assets and liabilities on our condensed consolidated balance sheet on a gross basis as of September 30, 2013 (in millions):

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Derivatives designated as hedging instruments:
Commodity derivatives	Other current assets	$	3	Other current assets	$	(13	)
	Other long-term assets	2
Interest rate derivatives	Other long-term assets	17		Other current liabilities	(1		)

Total derivatives designated as hedging instruments		$	22		$	(14	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	67	Other current assets	$	(89	)
	Other long-term assets	7		Other long-term assets	(7		)
	Other current liabilities	1		Other current liabilities	(4		)
				Other long-term liabilities	(1		)
Foreign currency derivatives	Other current assets	1
Total derivatives not designated as hedging instruments		$	76		$	(101	)

Total derivatives		$	98		$	(115	)

The following table summarizes the derivative assets and liabilities on our condensed consolidated balance sheet on a gross basis as of December 31, 2012 (in millions):

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Derivatives designated as hedging instruments:
Commodity derivatives	Other current assets	$	45	Other current assets	$	(23	)
	Other long-term assets	11		Other long-term assets	(1		)
Interest rate derivatives				Other long-term liabilities	(38		)

Total derivatives designated as hedging instruments		$	56		$	(62	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	128	Other current assets	$	(115	)
	Other long-term assets	1		Other long-term assets	(3		)
	Other current liabilities	4		Other current liabilities	(7		)
	Other long-term liabilities	2		Other long-term liabilities	(2		)
Total derivatives not designated as hedging instruments		$	135		$	(127	)

Total derivatives		$	191		$	(189	)

Our derivative transactions are governed through ISDA (International Swaps and Derivatives Association) master agreements and clearing brokerage agreements. These agreements include stipulations regarding the right of set off in the event that we or our counterparty default on our performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties.

Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists. Accordingly, we also offset derivative assets and liabilities with amounts associated with cash margin. Our exchange-traded derivatives are transacted through clearing brokerage accounts and are subject to margin requirements as established by the respective exchange. On a daily basis, our account equity (consisting of the sum of our cash balance and the fair value of our open derivatives) is compared to our initial margin requirement resulting in the payment or return of variation margin. As of September 30, 2013, we had a net broker receivable of approximately $164 million (consisting of initial margin of $96 million increased by $68 million of variation margin that had been posted by us). As of December 31, 2012, we had a net broker receivable of approximately $41 million (consisting of initial margin of $69 million reduced by $28 million of variation margin that had been returned to us).

The following tables present information about derivatives and financial assets and liabilities that are subject to offsetting, including enforceable master netting arrangements at September 30, 2013 and December 31, 2012 (in millions):

	September 30, 2013						December 31, 2012
	Derivative			Derivative			Derivative			Derivative
	Asset Positions			Liability Positions			Asset Positions			Liability Positions

Netting Adjustments:
Gross position - asset/(liability)	$	98		$	(115	)	$	191		$	(189	)
Netting adjustment	(110		)	110			(148		)	148
Cash collateral paid	164			—			41			—
Net position - asset/(liability)	$	152		$	(5	)	$	84		$	(41	)

Balance Sheet Location After Netting Adjustments:
Other current assets	$	133		$	—		$	76		$	—
Other long-term assets	19			—			8			—
Other current liabilities	—			(4		)	—			(3		)
Other long-term liabilities	—			(1		)	—			(38		)
	$	152		$	(5	)	$	84		$	(41	)

As of September 30, 2013, there was a net loss of approximately $104 million deferred in AOCI including tax effects. The deferred net loss recorded in AOCI is expected to be reclassified to future earnings contemporaneously with (i) the earnings recognition of the underlying hedged commodity transaction, (ii) interest expense accruals associated with underlying debt instruments or (iii) the recognition of a foreign currency gain or loss upon the remeasurement of certain CAD-denominated intercompany balances. Of the total net loss deferred in AOCI at September 30, 2013, we expect to reclassify a net loss of approximately $28 million to earnings in the next twelve months. The remaining deferred loss of approximately $76 million is expected to be reclassified to earnings through 2045. A portion of these amounts are based on market prices as of September 30, 2013; thus, actual amounts to be reclassified will differ and could vary materially as a result of changes in market conditions.

The net deferred gain/(loss), including tax effects, recognized in AOCI for derivatives during the three and nine months ended September 30, 2013 and 2012 are as follows (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Commodity derivatives, net	$	66	$	88	$	77	$	88
Interest rate derivatives, net	12		8		64		(20		)
Total	$	78	$	96	$	141	$	68

At September 30, 2013 and December 31, 2012, none of our outstanding derivatives contained credit-risk related contingent features that would result in a material adverse impact to us upon any change in our credit ratings. Although we may be required to post margin on our cleared derivatives as described above, we do not require our non-cleared derivative counterparties to post collateral with us.

Recurring Fair Value Measurements

Derivative Financial Assets and Liabilities

The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2013 and December 31, 2012 (in millions):

	Fair Value as of September 30, 2013												Fair Value as of December 31, 2012
Recurring Fair Value Measures (1)	Level 1			Level 2			Level 3			Total			Level 1		Level 2			Level 3		Total
Commodity derivatives	$	(11	)	$	(22	)	$	(1	)	$	(34	)	$	1	$	35		$	4	$	40
Interest rate derivatives	—			16			—			16			—		(38		)	—		(38		)
Foreign currency derivatives	—			1			—			1			—		—			—		—
Total	$	(11	)	$	(5	)	$	(1	)	$	(17	)	$	1	$	(3	)	$	4	$	2

(1) Derivative assets and liabilities are presented above on a net basis but do not include related cash margin deposits.

Level 1

Level 1 of the fair value hierarchy includes exchange-traded commodity derivatives such as futures and options. The fair value of exchange-traded commodity derivatives is based on unadjusted quoted prices in active markets.

Level 2

Level 2 of the fair value hierarchy includes exchange-cleared commodity derivatives and over-the-counter commodity, interest rate and foreign currency derivatives that are traded in active markets. The fair value of these derivatives is based on broker price quotations which are corroborated with market observable inputs.

Level 3

Level 3 of the fair value hierarchy includes over-the-counter commodity derivatives that are traded in markets that are active but not sufficiently active to warrant level 2 classification in our judgment and certain physical commodity contracts. The fair value of our level 3 over-the-counter commodity derivatives is based on broker price quotations. The fair value of our level 3 physical commodity contracts is based on a valuation model utilizing broker-quoted forward commodity prices, and timing estimates, which involve management judgment. The significant unobservable inputs used in the fair value measurement of our level 3 derivatives are forward prices obtained from brokers. A significant increase (decrease) in these forward prices would result in a proportionately lower (higher) fair value measurement.

Rollforward of Level 3 Net Asset/(Liability)

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our derivatives classified as level 3 (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Beginning Balance	$	4		$	36		$	4		$	12
Total gains/(losses) for the period:
Included in earnings (1)	(4		)	(9		)	(1		)	(1		)
Included in other comprehensive income	—			—			—			3
Settlements	(1		)	(4		)	(3		)	(18		)
Derivatives entered into during the period	—			1			(1		)	23
Transfers out of level 3	—			(14		)	—			(9		)
Ending Balance	$	(1	)	$	10		$	(1	)	$	10

Change in unrealized gains/(losses) included in earnings relating to level 3 derivatives still held at the end of the periods	$	(4	)	$	(8	)	$	(1	)	$	25

(1) We reported unrealized gains and losses associated with level 3 commodity derivatives in our condensed consolidated statements of operations as Supply and Logistics segment revenues.

During the third quarter of 2012, we transferred commodity derivatives with an aggregate fair value of a $14 million gain from level 3 to level 2. These derivatives consist of over the counter derivatives that were previously valued using forward prices obtained from a broker and are now being valued using unadjusted quoted prices in active markets. Our policy is to recognize transfers between levels as of the beginning of the reporting period in which the transfer occurred.

During the second quarter of 2012, we transferred commodity derivatives with an aggregate fair value of a $5 million loss from level 3 to level 2. These derivatives consist of NGL derivatives that are cleared through the CME Clearport platform. This transfer resulted from additional analysis regarding the CME’s pricing methodology.

We believe that a proper analysis of our level 3 gains or losses must incorporate the understanding that these items are generally used to hedge our commodity price risk, interest rate risk and foreign currency exchange risk and will therefore be offset by gains or losses on the underlying transactions.

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

+ References

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+ Details

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2013
Plains All American GP LLC
Loss Contingencies
Commitments and Contingencies	Note 11—Commitments and Contingencies *Litigation* General. In the ordinary course of business, we are involved in various legal proceedings. To the extent we are able to assess the likelihood of a negative outcome for these proceedings, our assessments of such likelihood range from remote to probable. If we determine that a negative outcome is probable and the amount of loss is reasonably estimable, we accrue the estimated amount. We do not believe that the outcome of these legal proceedings, individually or in the aggregate and including the general and environmental legal proceedings described below, will have a material adverse effect on our financial condition, results of operations or cash flows. Pemex Exploración y Producción v. Big Star Gathering Ltd L.L.P. et al. In two cases filed in the Texas Southern District Court in May 2011 and April 2012, Pemex Exploración y Producción (“PEP”) alleges that certain parties stole condensate from pipelines and gathering stations and conspired with U.S. companies (primarily in Texas) to import and market the stolen condensate. PEP does not allege that Plains was part of any conspiracy, but that it dealt in the condensate only after it had been obtained by others and resold to Plains Marketing, L.P. PEP seeks actual damages, attorney’s fees, and statutory penalties from Plains Marketing, L.P. At a hearing held on October 20, 2011, the Court ruled that Texas law (not Mexican law) governs the actions. In February 2013, the Court granted Plains Marketing, L.P.’s motion to be dismissed from the April 2012 lawsuit and Plains Marketing, L.P. filed a motion for summary judgment in the May 2011 lawsuit. In October 2013, the Court issued an order in the May 2011 lawsuit granting summary judgment in favor of Plains Marketing, L.P. with respect to all of PEP’s remaining claims against Plains Marketing, L.P.; shortly thereafter, PEP notified Plains Marketing, L.P. of its intent to appeal such ruling. Proposed Merger with PNG On September 13, 2013, Robert and Teresa Vicars, purported common unitholders of PNG, filed a class action petition on behalf of PNG’s common unitholders and a derivative suit on behalf of PNG against PAA, PNG’s general partner and the directors of PNG’s general partner in the 152nd Judicial District of Harris County, Texas (“Vicars”). A similar class action complaint was filed against the same defendants, together with PAA GP LLC, Plains All American GP LLC and Plains AAP, L.P., on September 17, 2013, in the Court of Chancery of the State of Delaware by purported PNG common unitholder Stephen Ellman (“Ellman”). On November 14, 2013, a similar class action and derivate lawsuit was filed against the same defendants as named in the Vicars suit in the 129th Judicial District of Harris County, Texas by purported unitholder Thomas Barbee (“Barbee”). A fourth class action complaint for breach of fiduciary duties was filed against the same defendants as in the Ellman Suit on November 15, 2013, in the United States District Court for the Southern District of Texas — Houston Division by purported unitholder Robert Evans, on behalf of himself and all others similarly situated (“Evans”, and collectively with Vicars, Barbee and Ellman, the “PNG Shareholder Suits”). The PNG Shareholder Suits complaints allege, among other things, that the consideration offered by PAA is unfair and inadequate and that, by pursuing a transaction that is the result of an allegedly conflicted and unfair process, the defendants have breached their duties under PNG’s partnership agreement as well as the implied covenant of good faith and fair dealing, and are engaging in self-dealing. These two lawsuits generally allege that: (i) the defendants are engaging in self-dealing, are not acting in good faith toward PNG, and have breached and are breaching their duties owed to PNG; (ii) the defendants are failing to properly value PNG and its various assets and operations and are ignoring or are not protecting against the numerous conflicts of interest arising out of the proposed transaction; and (iii) we, PNG’s general partner, PNG and other of our affiliates have aided and abetted the defendant directors the purpose of advancing their own interests and/or assisting such directors in connection with their breaches of their respective duties. In addition, Vicars and Evans further include (i) purported derivative claims on behalf of PNG based on the alleged breaches of duties by the defendants and (ii) a claim that the defendants breached the implied covenant of good faith and fair dealing by engaging in a flawed merger process. In Barbee and Evans, the complaints allege, among other things, that the implied price per unit materially undervalues PNG and is unfair to its unitholders and that the S-4 registration statement filed by PNG was materially misleading. The PNG Shareholder Suits plaintiffs further allege that the defendants who are directors and officers of the general partner of PNG have breached their fiduciary duties of loyalty and care and the other defendants have aided and abetted in these alleged breaches. Based on these allegations, the plaintiffs generally seek to enjoin the defendants from proceeding with or consummating the merger. To the extent that the merger is implemented before relief is granted, plaintiffs seek to have the merger rescinded. The plaintiffs also seek money damages and attorneys’ fees. We cannot predict the outcome of these or any other lawsuits that might be filed, nor can we predict the amount of time and expense that will be required to resolve these lawsuits. We intend to defend vigorously against these and any other actions. See Note 1 for a description of our proposal to acquire all of the outstanding common units of PNG that are held by unitholders other than us or our subsidiaries and to structure the proposed transaction as a merger with PNG. *Environmental* General. Although we believe that our efforts to enhance our leak prevention and detection capabilities have produced positive results, we have experienced (and likely will experience future) releases of hydrocarbon products into the environment from our pipeline and storage operations. These releases can result from unpredictable man-made or natural forces and may reach “navigable waters” or other sensitive environments. Whether current or past, damages and liabilities associated with any such releases from our assets may substantially affect our business. At September 30, 2013, our estimated undiscounted reserve for environmental liabilities totaled approximately $99 million, of which approximately $13 million was classified as short-term and approximately $86 million was classified as long-term. At December 31, 2012, our reserve for environmental liabilities totaled approximately $96 million, of which approximately $13 million was classified as short-term and approximately $83 million was classified as long-term. The short- and long-term environmental liabilities referenced above are reflected in “Accounts payable and accrued liabilities” and “Other long-term liabilities and deferred credits,” respectively, on our condensed consolidated balance sheets. At September 30, 2013 and December 31, 2012, we had recorded receivables totaling approximately $10 million and $42 million, respectively, for amounts probable of recovery under insurance and from third parties under indemnification agreements, which are predominantly reflected in “Trade accounts receivable and other receivables, net” on our condensed consolidated balance sheets. In some cases, the actual cash expenditures may not occur for three to five years. Our estimates used in these reserves are based on information currently available to us and our assessment of the ultimate outcome. Among the many uncertainties that impact our estimates are the necessary regulatory approvals for, and potential modification of, our remediation plans, the limited amount of data available upon initial assessment of the impact of soil or water contamination, changes in costs associated with environmental remediation services and equipment and the possibility of existing legal claims giving rise to additional liabilities. Therefore, although we believe that the reserve is adequate, costs incurred may be in excess of the reserve and may potentially have a material adverse effect on our financial condition, results of operations or cash flows. Rainbow Pipeline Release. During April 2011, we experienced a crude oil release of approximately 28,000 barrels of crude oil on a remote section of our Rainbow Pipeline located in Alberta, Canada. Since the release and through September 30, 2013, we spent approximately $70 million, before insurance recoveries, in connection with site clean-up, reclamation and remediation activities, and as of September 30, 2013, we did not have any material outstanding liabilities or insurance receivables relating to this release. On February 26, 2013, the Alberta Energy Regulator (formerly known as the Energy Resources Conservation Board of Alberta) (“AER”) issued a report detailing four enforcement actions against Plains Midstream Canada ULC (“PMC”) for failure to comply with certain regulatory requirements in connection with the release, including requirements related to operations and maintenance procedures, leak detection and response, backfill and compaction procedures and emergency response plan testing. PMC is in the process of taking appropriate actions necessary to respond to and comply with the enforcement actions set forth in the report, including the implementation of additional risk assessment procedures and the taking of other actions designed to minimize the risk that similar incidents occur in the future and enhance the effectiveness of PMC’s response to any such future incidents. In addition, on April 23, 2013, the Alberta Crown Prosecutor filed civil charges under the Environmental Protection and Enhancement Act against PMC relating to the release. To date, PMC has not been assessed any fines or penalties related to this release; however, such fines or penalties may be assessed in the future and are not expected to be material. Rangeland Pipeline Release. During June 2012, we experienced a crude oil release on a section of our Rangeland Pipeline located near Sundre, Alberta, Canada. Approximately 3,000 barrels were released into the Red Deer River and were contained downstream in the Gleniffer Reservoir. Remediation activities in the reservoir area were completed by June 30, 2012, remediation of the remaining impacted areas was completed by September 30, 2012 and interim closure was received from the applicable regulatory agencies. Monitoring will continue into 2013, and a long-term monitoring plan has been developed and implemented in accordance with regulatory requirements. Through September 30, 2013, we spent approximately $46 million, before insurance recoveries, in connection with site clean-up, reclamation and remediation activities, and as of September 30, 2013, we did not have any material outstanding liabilities or insurance receivables relating to this release. This release is currently under investigation by the AER, which also intends to perform an audit of PMC’s operations. Although the AER’s final investigation is not complete, on July 4, 2013, the AER issued a report detailing four enforcement actions against PMC citing failure to inspect water crossings, failure to complete an engineering assessment to determine suitability of continued operation of the Rangeland Pipeline, failure to maintain updated emergency response plans, and failure to conduct regular public awareness programs. The AER also issued an order under Section 22 of the Oil and Gas Conservation Act imposing additional regulatory requirements on PMC with respect to obtaining operating approvals under such Act and ordering audit of PMC’s operations. To date, no fines or penalties have been assessed against PMC with respect to this release; however, it is possible that fines or penalties may be assessed against PMC in the future and are not expected to be material. Bay Springs Pipeline Release. During February 2013, we experienced a crude oil release of approximately 120 barrels on a portion of one of our pipelines near Bay Springs, Mississippi. Most of the released oil was contained within our pipeline right of way, but some of the released oil entered a nearby waterway where it was contained with booms. The EPA has issued an administrative order requiring us to take various actions in response to the release, including remediation, reporting and other actions, and we may be subjected to a civil penalty. The aggregate cost to clean up and remediate the site was approximately $6 million, which has been recognized in “Field operating costs” on our condensed consolidated statement of operations. Kemp River Pipeline Release. During May and June 2013, two separate releases were discovered on our Kemp River pipeline in Northern Alberta, Canada that, in the aggregate, resulted in the release of approximately 700 barrels of condensate and light crude oil. Clean-up and remediation activities are being conducted in cooperation with the applicable regulatory agencies. We estimate that the aggregate clean-up and remediation costs associated with these releases will be approximately $15 million which we have accrued to “Field operating costs” on our condensed consolidated statement of operations.

Operating Segments

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC

Operating segment information

Operating Segments

Note 12—Operating Segments

We manage our operations through three operating segments: (i) Transportation, (ii) Facilities and (iii) Supply and Logistics. Our Chief Operating Decision Maker (our Chief Executive Officer) evaluates segment performance based on measures including segment profit and maintenance capital investment. We define segment profit as revenues and equity earnings in unconsolidated entities less (i) purchases and related costs, (ii) field operating costs and (iii) segment general and administrative expenses. Each of the items above excludes depreciation and amortization. The following table reflects certain financial data for each segment for the periods indicated (in millions):

	Transportation		Facilities		Supply and Logistics		Total
Three Months Ended September 30, 2013
Revenues:
External Customers	$	179	$	138	$	10,386	$	10,703
Intersegment (1)	199		142		—		341
Total revenues of reportable segments	$	378	$	280	$	10,386	$	11,044
Equity earnings in unconsolidated entities	$	19	$	—	$	—	$	19
Segment profit (2) (3)	$	198	$	146	$	64	$	408
Maintenance capital	$	29	$	6	$	7	$	42

Three Months Ended September 30, 2012
Revenues:
External Customers	$	150	$	156	$	9,048	$	9,354
Intersegment (1)	214		106		1		321
Total revenues of reportable segments	$	364	$	262	$	9,049	$	9,675
Equity earnings in unconsolidated entities	$	9	$	—	$	—	$	9
Segment profit (2) (3)	$	184	$	140	$	142	$	466
Maintenance capital	$	26	$	17	$	4	$	47

	Transportation		Facilities		Supply and Logistics		Total

Nine Months Ended September 30, 2013
Revenues:
External Customers	$	517	$	558	$	30,542	$	31,617
Intersegment (1)	594		425		2		1,021
Total revenues of reportable segments	$	1,111	$	983	$	30,544	$	32,638
Equity earnings in unconsolidated entities	$	42	$	—	$	—	$	42
Segment profit (2) (3)	$	522	$	445	$	673	$	1,640
Maintenance capital	$	84	$	23	$	17	$	124

Nine Months Ended September 30, 2012
Revenues:
External Customers	$	458	$	533	$	27,367	$	28,358
Intersegment (1)	585		252		1		838
Total revenues of reportable segments	$	1,043	$	785	$	27,368	$	29,196
Equity earnings in unconsolidated entities	$	25	$	—	$	—	$	25
Segment profit (2) (3)	$	516	$	344	$	544	$	1,404
Maintenance capital	$	78	$	34	$	11	$	123

(1) Segment revenues and purchases and related costs include intersegment amounts. Intersegment sales are conducted at posted tariff rates, rates similar to those charged to third parties or rates that we believe approximate market.

(2) Supply and Logistics segment profit includes interest expense (related to hedged inventory) of approximately $8 million and $3 million for the three months ended September 30, 2013 and 2012, respectively, and approximately $21 million and $9 million for the nine months ended September 30, 2013 and 2012, respectively.

(3) The following table reconciles segment profit to net income attributable to GP LLC (in millions):

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2013			2012			2013			2012
Segment profit	$	408		$	466		$	1,640		$	1,404
Depreciation and amortization	(93		)	(211		)	(266		)	(357		)
Interest expense	(73		)	(76		)	(227		)	(219		)
Other income, net	3			4			2			6
Income tax expense	(9		)	(13		)	(79		)	(44		)
Net income	236			170			1,070			790
Net income attributable to noncontrolling interests	(235		)	(169		)	(1,067		)	(788		)
Net income attributable to GP LLC	$	1		$	1		$	3		$	2

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8906-108599

+ Details

Related Party Transactions

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC

Related party transaction

Related Party Transactions

Note 13—Related Party Transactions

For a complete discussion of our related party transactions, please read Note 13 to our 2012 Consolidated Financial Statements included in the Final Prospectus.

Occidental Petroleum Corporation

As of September 30, 2013, a subsidiary of Occidental Petroleum Corporation (“Oxy”) owned approximately 35% of our member interest and had a representative on our board of directors. In October 2013, in conjunction with PAGP’s IPO, Oxy sold a portion of its interest, decreasing its ownership to approximately 25%. See Note 15 for further discussion of PAGP’s IPO. During the three and nine months ended September 30, 2013 and 2012, we recognized sales and transportation revenues and purchased petroleum products from companies affiliated with Oxy. These transactions were conducted at posted tariff rates or prices that we believe approximate market. See detail below (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Revenues	$	441	$	383	$	1,135	$	1,435

Purchases and related costs	$	229	$	138	$	604	$	416

We currently have a netting arrangement with Oxy. Our gross receivable and payable amounts with affiliates of Oxy were as follows (in millions):

	September 30,		December 31,
	2013		2012
Trade accounts receivable and other receivables	$	307	$	231

Accounts payable	$	238	$	129

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

Impairments	9 Months Ended
Impairments	Sep. 30, 2013
Plains All American GP LLC
Impairments
Impairments	Note 14—Impairments During the third quarter of 2012, we recognized losses on impairments of long-lived assets of approximately $125 million, primarily related to our Pier 400 terminal project, which is reflected in “Depreciation and amortization” on our condensed consolidated statement of operations. This project, which we acquired in late 2006 by virtue of our merger with Pacific Energy Partners, L.P., was to develop a deepwater petroleum import terminal at Pier 400 and Terminal Island in the Port of Los Angeles to handle marine receipts of crude oil and refinery feedstock. During the third quarter of 2012, we decided not to proceed with the development of this project. A number of factors contributed to the uncertainties with respect to financial returns and the determination not to proceed with the project, including project delays, the economic downturn, regulatory and permitting hurdles, a challenging refining environment in California and an industry shift in the outlook for availability of domestic crude oil. We assessed the recoverability of these long-lived assets and, where necessary, performed further analysis based on a projected discounted cash flow methodology. As a result of this impairment review, we wrote off a substantial portion of the carrying amount of these long-lived assets, except for the portion that we anticipate we will recover. These project assets were included in our Facilities segment. During the three and nine months ended September 30, 2013, we recognized impairments of approximately $8 million and $15 million, respectively, related predominantly to assets taken out of service and canceled projects.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2013
Plains All American GP LLC
Subsequent events
Subsequent Events	Note 15—Subsequent Events *Initial Public Offering* Through a series of transactions with PAGP’s general partner and the owners of GP LLC prior to the closing of the IPO in October 2013, PAGP issued 473,647,679 Class B Shares to such owners and received a 100% managing member interest in GP LLC. Also prior to the IPO, certain owners of AAP (the “Selling Owners”) sold a portion of their interests in AAP to PAGP in exchange for the right to receive an amount equal to the net proceeds of the IPO, resulting in PAGP’s ownership of an approximate 21.8% limited partnership interest in AAP. In October 2013, PAGP completed its IPO of 132,382,094 Class A Shares representing limited partner interests (including 4,382,094 Class A Shares issued in connection with the partial exercise of the underwriter’s overallotment option), at a price of $22.00 per Class A Share, generating net proceeds, after deducting underwriting discounts and commissions and direct offering expenses, of approximately $2.8 billion. The net proceeds of the offering were distributed to the Selling Owners. The Class A Shares are listed on the New York Stock Exchange under the symbol “PAGP.” PAGP has elected to be treated as a corporation for U.S. federal income tax purposes. *Administrative Agreement* In conjunction with PAGP’s IPO in October 2013, PAGP entered into an administrative agreement with PAA and certain of its affiliates, pursuant to which PAGP agreed upon certain aspects of its relationship with them, including, among other things (i) that if any business opportunity is presented to the parties to the agreement, PAA will have the first right to pursue such business opportunity, (ii) that GP LLC will employ such personnel as may be necessary to manage and operate the business, properties and assets of PAGP, its general partner and AAP, and AAP will pay GP LLC an annual fee (initially, $1.5 million per year, subject to adjustment as specified in the agreement) for such general and administrative services, (iii) that any direct expenses incurred by PAGP, its general partner or AAP (other than income taxes payable by PAGP), will be borne by AAP, (iv) that AAP will reimburse GP LLC for any additional expenses incurred by GP LLC and certain of its affiliates, and (v) that PAA has granted PAGP use of the name “PAA” and “Plains” and any associated or related marks. *Plains GP Holdings, L.P. Long-Term Incentive Plan* In connection with PAGP’s IPO in October 2013, its general partner adopted the Plains GP Holdings, L.P. Long-Term Incentive Plan (the “PAGP Plan”), which is intended to align the interests of PAGP’s employees and directors with those of its shareholders by providing such employees and directors incentive compensation awards that reward achievement of targeted distribution levels and other business objectives. The PAGP Plan provides for awards of options, restricted shares, phantom shares and share appreciation rights. Certain awards may also include distribution equivalent rights, which, subject to applicable vesting criteria, entitle the grantee to a cash payment equal to the cash distribution paid on an outstanding Class A Share. The PAGP Plan authorizes the issuance of up to 10 million Class A Shares deliverable upon vesting. As of the date of this report, no awards had been granted under the PAGP Plan.

Inventory, Linefill and Base Gas and Long-term Inventory (Tables)

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC

Inventory disclosures

Components of inventory, linefill and base gas and long-term inventory

Inventory, linefill and base gas and long-term inventory consisted of the following as of the dates indicated (barrels and natural gas volumes in thousands and carrying value in millions):

	September 30, 2013						December 31, 2012
		Unit of	Carrying		Price/			Unit of	Carrying		Price/
	Volumes	Measure	Value		Unit (1)		Volumes	Measure	Value		Unit (1)
Inventory
Crude oil	5,624	barrels	$	535	$	95.13	9,492	barrels	$	737	$	77.64
NGL	13,767	barrels	539		$	39.15	9,472	barrels	388		$	40.96
Natural gas	29,443	Mcf	101		$	3.43	20,374	Mcf	60		$	2.94
Other	N/A		23		N/A		N/A		24		N/A
Inventory subtotal			1,198						1,209

Linefill and base gas
Crude oil	10,520	barrels	645		$	61.31	9,919	barrels	583		$	58.78
NGL	1,345	barrels	64		$	47.58	1,400	barrels	70		$	50.00
Natural gas	17,615	Mcf	61		$	3.46	15,755	Mcf	54		$	3.43
Linefill and base gas subtotal			770						707

Long-term inventory
Crude oil	2,134	barrels	167		$	78.26	1,962	barrels	149		$	75.94
NGL	1,161	barrels	51		$	43.93	3,238	barrels	125		$	38.60
Long-term inventory subtotal			218						274

Total			$	2,186					$	2,190

Goodwill (Tables)

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC

Goodwill

Schedule of goodwill by segment and changes during the period

The table below reflects our goodwill by segment and changes during the period indicated (in millions):

	Transportation			Facilities			Supply and Logistics			Total
Balance at December 31, 2012	$	897		$	1,171		$	467		$	2,535
2013 Goodwill Related Activity:
Acquisitions	6			—			—			6
Foreign currency translation adjustments	(10		)	(5		)	(2		)	(17		)
Purchase price accounting adjustments and other (1)	(5		)	—			—			(5		)
Balance at September 30, 2013	$	888		$	1,166		$	465		$	2,519

(1) Goodwill is recorded at the acquisition date based on a preliminary fair value determination. This preliminary goodwill balance may be adjusted when the fair value determination is finalized.

Debt (Tables)

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC

Debt

Components of debt

Debt consisted of the following as of the dates indicated (in millions):

	September 30,		December 31,
	2013		2012
SHORT-TERM DEBT
Credit Facilities (1):
PAA senior secured hedged inventory facility, bearing a weighted-average interest rate of 1.6% at December 31, 2012 (2)	$	—	$	665
PAA senior unsecured revolving credit facility, bearing a weighted-average interest rate of 2.4% at December 31, 2012 (2)	—		92
AAP senior secured revolving credit facility, bearing a weighted-average interest rate of 1.9% at September 30, 2013	1		—
PNG senior unsecured revolving credit facility, bearing a weighted-average interest rate of 2.0% and 2.1% at September 30, 2013 and December 31, 2012, respectively (3)	46		77
PAA commercial paper notes, bearing a weighted-average interest rate of 0.25% at September 30, 2013 (2)	319		—
PAA 5.63% senior notes due December 2013 (4)	250		250
Other	4		2
Total short-term debt	620		1,086

LONG-TERM DEBT
PAA senior notes, net of unamortized discounts of $15 at both September 30, 2013 and December 31, 2012 (5)	6,710		6,010

Credit Facilities and Other Long-Term Debt (1):
AAP term loan, bearing a weighted-average interest rate of 1.9% and 1.8% at September 30, 2013 and December 31, 2012, respectively	500		200
PNG senior unsecured revolving credit facility, bearing a weighted-average interest rate of 2.0% and 2.1% at September 30, 2013 and December 31, 2012, respectively (3)	103		105
PNG GO Bond term loans, bearing a weighted-average interest rate of 1.5% at both September 30, 2013 and December 31, 2012	200		200
Other	5		5
Total long-term debt	7,518		6,520
Total debt (2) (3) (6)	$	8,138	$	7,606

(1) In 2013, we renewed and extended our principal bank credit facilities. See “Credit Facilities” below for further discussion.

(4) PAA’s $250 million 5.63% senior notes will mature in December 2013 and are thus classified as short-term at September 30, 2013 and December 31, 2012.

Members' Equity (Tables)

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC

Members' equity

Schedule of changes in the noncontrolling interests in members' equity

The following table reflects the changes in the noncontrolling interests in members’ equity (in millions):

	Nine Months Ended September 30,
	2013			2012
Beginning balance	$	6,968		$	5,794
Net income attributable to noncontrolling interests	1,067			788
Distributions to noncontrolling interests	(1,182		)	(737		)
Issuance of PAA common units (1)	400			812
Issuance of PAA common units under LTIP (1)	4			34
Units tendered by employees to satisfy tax withholding obligations	(15		)	—
Equity-indexed compensation expense	31			23
Distribution equivalent right payments	(4		)	(4		)
Issuance of PNG common units	40			—
Other	(2		)	—
Other comprehensive income/(loss):
Reclassification adjustments	(124		)	(115		)
Net deferred gain on cash flow hedges	141			68
Currency translation adjustments	(115		)	84
Ending balance	$	7,209		$	6,747

Equity-Indexed Compensation Plans (Tables) - Plains All American GP LLC

9 Months Ended

Sep. 30, 2013

Share-based Compensation Arrangement, by Share-based Payment Award

Summary of Class B unit awards

					Grant Date
					Fair Value of Outstanding
	Reserved for Future			Outstanding Units	Class B Units (2)
	Grants (1)		Outstanding (1)	Earned (1)	(in millions)
Balance at December 31, 2012	17,875		182,125	130,250	$	44
Granted	(4,500	)	4,500	—	7
Earned	N/A		N/A	50,125	N/A
Balance at September 30, 2013	13,375		186,625	180,375	$	51

(2) Of the grant date fair value, approximately $4 million was recognized as expense during the nine months ended September 30, 2013.

Summary of equity compensation activity

PAA and PNG LTIP Awards. Equity compensation activity for LTIP awards denominated in PAA and PNG units is summarized in the following table (units in millions):

	PAA Units (1) (2) (3)				PNG Units (4)
	Units		Weighted Average Grant Date Fair Value per Unit		Units	Weighted Average Grant Date Fair Value per Unit
Outstanding at December 31, 2012	6.0		$	25.55	0.9	$	17.49
Granted	4.1		$	47.60	0.4	$	17.51
Vested	(1.8	)	$	24.82	—	$	18.88
Cancelled or forfeited	(0.3	)	$	36.32	—	$	13.33
Outstanding at September 30, 2013	8.0		$	36.74	1.3	$	17.55

(1) Amounts do not include Class B Units of AAP.

(2) Amounts include Special PAA Awards.

(4) Less than 0.1 million PNG units vested and less than 0.1 million units were forfeited during the nine months ended September 30, 2013.

Summary of expense recognized and value of vesting related to equity-indexed compensation plans

The table below summarizes the expense recognized and the value of vesting (settled both in units and cash) related to equity-indexed compensation plans and includes both liability-classified and equity-classified awards (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Equity-indexed compensation expense	$	17	$	22	$	96	$	82
LTIP unit-settled vestings (1)	$	1	$	2	$	47	$	60
LTIP cash-settled vestings	$	—	$	1	$	61	$	66
DER cash payments	$	2	$	2	$	5	$	5

(1) For the nine months ended September 30, 2012, less than $1 million relates to unit-settled vestings that were settled with PNG common units.

Derivatives and Risk Management Activities (Tables) - Plains All American GP LLC

9 Months Ended

Sep. 30, 2013

Derivative disclosures

Open foreign currency exchange contracts

The following table summarizes our open forward exchange contracts as of September 30, 2013 (in millions):

		USD		CAD		Average Exchange Rate USD to CAD
Forward exchange contracts that exchange CAD for USD:
	2013	$	283	$	292	$1.00 - $1.03
	2014	104		108		$1.00 - $1.03
	2015	9		9		$1.00 - $1.04
		$	396	$	409	$1.00 - $1.03

Forward exchange contracts that exchange USD for CAD:
	2013	$	281	$	290	$1.00 - $1.03
	2014	104		108		$1.00 - $1.04
	2015	9		9		$1.00 - $1.06
		$	394	$	407	$1.00 - $1.03

Net position by currency:
	2013	$	2	$	2
	2014	—		—
	2015	—		—
		$	2	$	2

Impact of derivative activities recognized in earnings

A summary of the impact of our derivative activities recognized in earnings for the three and nine months ended September 30, 2013 and 2012 is as follows (in millions):

	Three Months Ended September 30, 2013											Three Months Ended September 30, 2012
	Derivatives in Hedging Relationships											Derivatives in Hedging Relationships
Location of gain/(loss)	Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total			Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total
Commodity Derivatives

Supply and Logistics segment revenues	$	109		$	—	$	(91	)	$	18		$	123		$	—	$	(102	)	$	21

Facilities segment revenues	(2		)	—		—			(2		)	—			—		—			—

Field operating costs	—			—		2			2			—			—		4			4

Interest Rate Derivatives

Interest expense	(2		)	3		—			1			(2		)	—		—			(2		)

Foreign Currency Derivatives

Supply and Logistics segment revenues	—			—		—			—			—			—		4			4

Other income, net	1			—		—			1			1			—		—			1

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	106		$	3	$	(89	)	$	20		$	122		$	—	$	(94	)	$	28

	Nine Months Ended September 30, 2013											Nine Months Ended September 30, 2012
	Derivatives in Hedging Relationships											Derivatives in Hedging Relationships
Location of gain/(loss)	Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income		Derivatives Not Designated as a Hedge			Total			Gain/(loss) reclassified from AOCI into income (1)			Other gain/(loss) recognized in income			Derivatives Not Designated as a Hedge		Total
Commodity Derivatives

Supply and Logistics segment revenues	$	139		$	—	$	(34	)	$	105		$	62		$	—		$	59	$	121

Facilities segment revenues	(14		)	—		—			(14		)	14			(1		)	—		13

Purchases and related costs	—			—		—			—			41			—			—		41

Field operating costs	—			—		7			7			—			—			2		2

Interest Rate Derivatives

Interest expense	(5		)	3		—			(2		)	(4		)	(1		)	—		(5		)

Foreign Currency Derivatives

Supply and Logistics segment revenues	—			—		—			—			—			—			4		4

Other income, net	4			—		—			4			4			—			—		4

Total Gain/(Loss) on Derivatives Recognized in Net Income	$	124		$	3	$	(27	)	$	100		$	117		$	(2	)	$	65	$	180

Summary of derivative assets and liabilities on condensed consolidated balance sheet

The following table summarizes the derivative assets and liabilities on our condensed consolidated balance sheet on a gross basis as of September 30, 2013 (in millions):

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Derivatives designated as hedging instruments:
Commodity derivatives	Other current assets	$	3	Other current assets	$	(13	)
	Other long-term assets	2
Interest rate derivatives	Other long-term assets	17		Other current liabilities	(1		)

Total derivatives designated as hedging instruments		$	22		$	(14	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	67	Other current assets	$	(89	)
	Other long-term assets	7		Other long-term assets	(7		)
	Other current liabilities	1		Other current liabilities	(4		)
				Other long-term liabilities	(1		)
Foreign currency derivatives	Other current assets	1
Total derivatives not designated as hedging instruments		$	76		$	(101	)

Total derivatives		$	98		$	(115	)

The following table summarizes the derivative assets and liabilities on our condensed consolidated balance sheet on a gross basis as of December 31, 2012 (in millions):

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Fair Value		Location	Fair Value
Derivatives designated as hedging instruments:
Commodity derivatives	Other current assets	$	45	Other current assets	$	(23	)
	Other long-term assets	11		Other long-term assets	(1		)
Interest rate derivatives				Other long-term liabilities	(38		)

Total derivatives designated as hedging instruments		$	56		$	(62	)

Derivatives not designated as hedging instruments:
Commodity derivatives	Other current assets	$	128	Other current assets	$	(115	)
	Other long-term assets	1		Other long-term assets	(3		)
	Other current liabilities	4		Other current liabilities	(7		)
	Other long-term liabilities	2		Other long-term liabilities	(2		)
Total derivatives not designated as hedging instruments		$	135		$	(127	)

Total derivatives		$	191		$	(189	)

Schedule of derivatives assets and liabilities that are subject to offsetting, including enforceable master netting arrangements

	September 30, 2013						December 31, 2012
	Derivative			Derivative			Derivative			Derivative
	Asset Positions			Liability Positions			Asset Positions			Liability Positions

Netting Adjustments:
Gross position - asset/(liability)	$	98		$	(115	)	$	191		$	(189	)
Netting adjustment	(110		)	110			(148		)	148
Cash collateral paid	164			—			41			—
Net position - asset/(liability)	$	152		$	(5	)	$	84		$	(41	)

Balance Sheet Location After Netting Adjustments:
Other current assets	$	133		$	—		$	76		$	—
Other long-term assets	19			—			8			—
Other current liabilities	—			(4		)	—			(3		)
Other long-term liabilities	—			(1		)	—			(38		)
	$	152		$	(5	)	$	84		$	(41	)

Amounts of gain/(loss) recognized in AOCI on derivatives (effective portion)

The net deferred gain/(loss), including tax effects, recognized in AOCI for derivatives during the three and nine months ended September 30, 2013 and 2012 are as follows (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Commodity derivatives, net	$	66	$	88	$	77	$	88
Interest rate derivatives, net	12		8		64		(20		)
Total	$	78	$	96	$	141	$	68

Financial assets and liabilities within the fair value hierarchy accounted for at fair value on a recurring basis

	Fair Value as of September 30, 2013												Fair Value as of December 31, 2012
Recurring Fair Value Measures (1)	Level 1			Level 2			Level 3			Total			Level 1		Level 2			Level 3		Total
Commodity derivatives	$	(11	)	$	(22	)	$	(1	)	$	(34	)	$	1	$	35		$	4	$	40
Interest rate derivatives	—			16			—			16			—		(38		)	—		(38		)
Foreign currency derivatives	—			1			—			1			—		—			—		—
Total	$	(11	)	$	(5	)	$	(1	)	$	(17	)	$	1	$	(3	)	$	4	$	2

(1) Derivative assets and liabilities are presented above on a net basis but do not include related cash margin deposits.

Reconciliation of changes in fair value of derivatives classified as level 3

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our derivatives classified as level 3 (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Beginning Balance	$	4		$	36		$	4		$	12
Total gains/(losses) for the period:
Included in earnings (1)	(4		)	(9		)	(1		)	(1		)
Included in other comprehensive income	—			—			—			3
Settlements	(1		)	(4		)	(3		)	(18		)
Derivatives entered into during the period	—			1			(1		)	23
Transfers out of level 3	—			(14		)	—			(9		)
Ending Balance	$	(1	)	$	10		$	(1	)	$	10

Change in unrealized gains/(losses) included in earnings relating to level 3 derivatives still held at the end of the periods	$	(4	)	$	(8	)	$	(1	)	$	25

(1) We reported unrealized gains and losses associated with level 3 commodity derivatives in our condensed consolidated statements of operations as Supply and Logistics segment revenues.

Forward starting interest rate swaps

Derivative disclosures

Schedule of interest rate risk hedging

The following table summarizes the terms of these forward starting interest rate swaps as of September 30, 2013 (notional amounts in millions):

Hedged Transaction

Number and Types of
Derivatives Employed

Notional
Amount

Expected
Termination Date

Average Fixed
Rate

Accounting
Treatment

Anticipated debt offering

10 forward starting swaps (30-year)

250

6/15/2015

3.60

Cash flow hedge

Interest Rate Swaps | PNG

Derivative disclosures

Schedule of interest rate risk hedging

The following table summarizes the terms of these swaps (notional amount in millions):

Hedged Transaction

Number and Types of
Derivatives Employed

Notional
Amount

Termination Dates

Average Fixed Rate

Accounting
Treatment

Floating interest rate payments associated with PNG outstanding debt

3 floating-to-fixed swaps

100

6/6/2014
8/3/2014

0.95

Cash flow hedge

Operating Segments (Tables) - Plains All American GP LLC

9 Months Ended

Sep. 30, 2013

Operating segment information

Segment financial data

The following table reflects certain financial data for each segment for the periods indicated (in millions):

	Transportation		Facilities		Supply and Logistics		Total
Three Months Ended September 30, 2013
Revenues:
External Customers	$	179	$	138	$	10,386	$	10,703
Intersegment (1)	199		142		—		341
Total revenues of reportable segments	$	378	$	280	$	10,386	$	11,044
Equity earnings in unconsolidated entities	$	19	$	—	$	—	$	19
Segment profit (2) (3)	$	198	$	146	$	64	$	408
Maintenance capital	$	29	$	6	$	7	$	42

Three Months Ended September 30, 2012
Revenues:
External Customers	$	150	$	156	$	9,048	$	9,354
Intersegment (1)	214		106		1		321
Total revenues of reportable segments	$	364	$	262	$	9,049	$	9,675
Equity earnings in unconsolidated entities	$	9	$	—	$	—	$	9
Segment profit (2) (3)	$	184	$	140	$	142	$	466
Maintenance capital	$	26	$	17	$	4	$	47

	Transportation		Facilities		Supply and Logistics		Total

Nine Months Ended September 30, 2013
Revenues:
External Customers	$	517	$	558	$	30,542	$	31,617
Intersegment (1)	594		425		2		1,021
Total revenues of reportable segments	$	1,111	$	983	$	30,544	$	32,638
Equity earnings in unconsolidated entities	$	42	$	—	$	—	$	42
Segment profit (2) (3)	$	522	$	445	$	673	$	1,640
Maintenance capital	$	84	$	23	$	17	$	124

Nine Months Ended September 30, 2012
Revenues:
External Customers	$	458	$	533	$	27,367	$	28,358
Intersegment (1)	585		252		1		838
Total revenues of reportable segments	$	1,043	$	785	$	27,368	$	29,196
Equity earnings in unconsolidated entities	$	25	$	—	$	—	$	25
Segment profit (2) (3)	$	516	$	344	$	544	$	1,404
Maintenance capital	$	78	$	34	$	11	$	123

(3) The following table reconciles segment profit to net income attributable to GP LLC (in millions):

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2013			2012			2013			2012
Segment profit	$	408		$	466		$	1,640		$	1,404
Depreciation and amortization	(93		)	(211		)	(266		)	(357		)
Interest expense	(73		)	(76		)	(227		)	(219		)
Other income, net	3			4			2			6
Income tax expense	(9		)	(13		)	(79		)	(44		)
Net income	236			170			1,070			790
Net income attributable to noncontrolling interests	(235		)	(169		)	(1,067		)	(788		)
Net income attributable to GP LLC	$	1		$	1		$	3		$	2

Reconciliation of segment profit to net income attributable to Plains

The following table reconciles segment profit to net income attributable to GP LLC (in millions):

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2013			2012			2013			2012
Segment profit	$	408		$	466		$	1,640		$	1,404
Depreciation and amortization	(93		)	(211		)	(266		)	(357		)
Interest expense	(73		)	(76		)	(227		)	(219		)
Other income, net	3			4			2			6
Income tax expense	(9		)	(13		)	(79		)	(44		)
Net income	236			170			1,070			790
Net income attributable to noncontrolling interests	(235		)	(169		)	(1,067		)	(788		)
Net income attributable to GP LLC	$	1		$	1		$	3		$	2

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2013

Plains All American GP LLC | Oxy

Related party transaction

See detail below (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Revenues	$	441	$	383	$	1,135	$	1,435

Purchases and related costs	$	229	$	138	$	604	$	416

We currently have a netting arrangement with Oxy. Our gross receivable and payable amounts with affiliates of Oxy were as follows (in millions):

	September 30,		December 31,
	2013		2012
Trade accounts receivable and other receivables	$	307	$	231

Accounts payable	$	238	$	129

Organization and Basis of Presentation (Details) $ in Millions		1 Months Ended	9 Months Ended
	Oct. 21, 2013	Oct. 31, 2013	Sep. 30, 2013 USD ($) item	Dec. 31, 2012 USD ($)
Organization and basis of presentation
Assets			$ 0
Subsequent Event \| GP LLC
Organization and basis of presentation
General partner or managing member ownership interest (as a percent)	100.00%
AAP \| Subsequent Event
Organization and basis of presentation
Limited partnership ownership interest (as a percent)	21.80%	21.80%
Plains All American GP LLC
Organization and basis of presentation
Operating segments number \| item			3
Assets			$ 20,292	$ 19,259
Plains All American GP LLC \| AAP \| PAA \| Indirect Ownership
Organization and basis of presentation
General partner or managing member ownership interest (as a percent)			2.00%
Plains All American GP LLC \| AAP \| GP LLC
Organization and basis of presentation
General partner or managing member ownership interest (as a percent)			1.00%
Plains All American GP LLC \| PAA GP LLC \| PAA
Organization and basis of presentation
General partner or managing member ownership interest (as a percent)			2.00%

Organization and Basis of Presentation (Details 2) - USD ($) $ / shares in Units, $ in Millions				1 Months Ended	9 Months Ended
	Nov. 14, 2013	Oct. 22, 2013	Oct. 21, 2013	Oct. 31, 2013	Sep. 30, 2013
AAP \| Subsequent Event
Potential Acquisition of Publicly-held Common Units of PNG
Ownership interest (as a percent)			21.80%	21.80%
PNG
Potential Acquisition of Publicly-held Common Units of PNG
Outstanding units (in shares)					61,200,000
PNG \| Third quarter distribution \| Subsequent Event
Potential Acquisition of Publicly-held Common Units of PNG
Cash distributions per limited partner unit (in dollars per unit)	$ 0.3575
PAA \| PNG \| Subordinated units
Potential Acquisition of Publicly-held Common Units of PNG
Ownership interest (as a percent)					100.00%
PAA \| PNG \| Common Units
Potential Acquisition of Publicly-held Common Units of PNG
Ownership interest (as a percent)					46.00%
PAA \| PNG general partner
Potential Acquisition of Publicly-held Common Units of PNG
Ownership interest (as a percent)					100.00%
Merger Agreement \| PAA \| AAP \| Subsequent Event
Reduction in incentive distribution rights
2014		$ 12
2015		12
2016		10
Thereafter		$ 5
Merger Agreement \| PAA \| PNG \| Subsequent Event
Potential Acquisition of Publicly-held Common Units of PNG
Number of PAA common units issuable for each outstanding common unit of PNG		0.445
PNG units not owned by PAA (in units)		33,000,000
PAA common units expected to be issued in exchange for outstanding PNG common units		14,700,000

Accounts Receivable (Details) - Plains All American GP LLC - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Accounts Receivable
Advance cash payments received from third parties to mitigate credit risk	$ 122	$ 173
Standby letters of credit	$ 452	$ 343
Net accounts receivable, maximum age of balances past their scheduled invoice date	30 days	30 days
Allowance for doubtful accounts receivable	$ 4	$ 4

Inventory, Linefill and Base Gas and Long-term Inventory (Details) - Plains All American GP LLC bbl in Thousands, Mcf in Thousands, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013 USD ($) $ / Mcf $ / bbl bbl Mcf	Sep. 30, 2012 USD ($)	Sep. 30, 2013 USD ($) $ / Mcf $ / bbl bbl Mcf	Sep. 30, 2012 USD ($)	Dec. 31, 2012 USD ($) $ / Mcf $ / bbl bbl Mcf
Inventory by category
Inventory	$ 1,198		$ 1,198		$ 1,209
Linefill and base gas	770		770		707
Long-term inventory	218		218		274
Total	2,186		2,186		2,190
Inventory-related disclosures
Non-cash charges related to the write-down of inventory	7	$ 7	7	$ 128
Crude oil
Inventory by category
Inventory	535		535		737
Linefill and base gas	645		645		583
Long-term inventory	$ 167		$ 167		$ 149
Inventory, Volumes (in barrels or in Mcf) \| bbl	5,624		5,624		9,492
Linefill and base gas, Volumes (in barrels or in Mcf) \| bbl	10,520		10,520		9,919
Long-term inventory, Volumes (in barrels or Mcf) \| bbl	2,134		2,134		1,962
Inventory, Price/Unit of measure (in dollars per unit) \| $ / bbl	95.13		95.13		77.64
Linefill and base gas, Price/Unit of measure (in dollars per unit) \| $ / bbl	61.31		61.31		58.78
Long-term inventory, Price/Unit of measure (in dollars per unit) \| $ / bbl	78.26		78.26		75.94
NGL
Inventory by category
Inventory	$ 539		$ 539		$ 388
Linefill and base gas	64		64		70
Long-term inventory	$ 51		$ 51		$ 125
Inventory, Volumes (in barrels or in Mcf) \| bbl	13,767		13,767		9,472
Linefill and base gas, Volumes (in barrels or in Mcf) \| bbl	1,345		1,345		1,400
Long-term inventory, Volumes (in barrels or Mcf) \| bbl	1,161		1,161		3,238
Inventory, Price/Unit of measure (in dollars per unit) \| $ / bbl	39.15		39.15		40.96
Linefill and base gas, Price/Unit of measure (in dollars per unit) \| $ / bbl	47.58		47.58		50.00
Long-term inventory, Price/Unit of measure (in dollars per unit) \| $ / bbl	43.93		43.93		38.60
Natural gas
Inventory by category
Inventory	$ 101		$ 101		$ 60
Linefill and base gas	$ 61		$ 61		$ 54
Inventory, Volumes (in barrels or in Mcf) \| Mcf	29,443		29,443		20,374
Linefill and base gas, Volumes (in barrels or in Mcf) \| Mcf	17,615		17,615		15,755
Inventory, Price/Unit of measure (in dollars per unit) \| $ / Mcf	3.43		3.43		2.94
Linefill and base gas, Price/Unit of measure (in dollars per unit) \| $ / Mcf	3.46		3.46		3.43
Other
Inventory by category
Inventory	$ 23		$ 23		$ 24

Goodwill (Details) - Plains All American GP LLC $ in Millions	9 Months Ended
	Sep. 30, 2013 USD ($)
Changes in goodwill
Balance at beginning of period	$ 2,535
Acquisitions	6
Foreign currency translation adjustments	(17)
Purchase price accounting adjustments and other	(5)
Balance at end of period	2,519
Impairment	0
Transportation
Changes in goodwill
Balance at beginning of period	897
Acquisitions	6
Foreign currency translation adjustments	(10)
Purchase price accounting adjustments and other	(5)
Balance at end of period	888
Facilities
Changes in goodwill
Balance at beginning of period	1,171
Foreign currency translation adjustments	(5)
Balance at end of period	1,166
Supply and Logistics
Changes in goodwill
Balance at beginning of period	467
Foreign currency translation adjustments	(2)
Balance at end of period	$ 465

Debt (Details) - Plains All American GP LLC - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Short-term debt:
Other short-term debt	$ 4	$ 2
Total short-term debt	620	1,086
Long-term debt:
PAA senior notes, net of unamortized discounts	6,710	6,010
Unamortized discount	15	15
Long-term debt, other	5	5
Total long-term debt	7,518	6,520
Total debt	$ 8,138	$ 7,606
PAA commercial paper notes
Debt
Interest rate (as a percent)	0.25%
Short-term debt:
Commercial Paper Notes, Current	$ 319
Repayment period	1 year
PAA senior secured hedged inventory facility maturing in August 2016
Debt
Credit facility, interest rate (as a percent)		1.60%
Short-term debt:
Credit Facility, Current		$ 665
Repayment period	1 year
PAA senior unsecured revolving credit facility maturing in August 2018
Debt
Credit facility, interest rate (as a percent)		2.40%
Short-term debt:
Credit Facility, Current		$ 92
Repayment period	1 year
AAP senior secured revolving credit facility
Debt
Credit facility, interest rate (as a percent)	1.90%
Short-term debt:
Credit Facility, Current	$ 1
PAA 5.63% senior notes due December 2013
Debt
Debt instrument, interest rate (as a percent)	5.63%	5.63%
Short-term debt:
Senior Notes, Current	$ 250	$ 250
AAP term loan
Debt
Interest rate (as a percent)	1.90%	1.80%
Long-term debt:
Term Loans, amounts outstanding	$ 500	$ 200
PNG senior unsecured credit facility
Debt
Credit facility, interest rate (as a percent)	2.00%	2.10%
Short-term debt:
Credit Facility, Current	$ 46	$ 77
Repayment period	1 year
Long-term debt:
Long-term debt under credit facilities	$ 103	$ 105
PNG GO Bond term loans
Debt
Interest rate (as a percent)	1.50%	1.50%
Long-term debt:
Term Loans, amounts outstanding	$ 200	$ 200

Debt (Details 2) - Plains All American GP LLC - USD ($) $ in Millions	1 Months Ended		9 Months Ended
	Sep. 30, 2013	Aug. 31, 2013	Sep. 30, 2013	Sep. 30, 2012	Aug. 30, 2013	Dec. 31, 2012
Debt
Outstanding letters of credit	$ 42		$ 42			$ 24
Commercial Paper Program
Debt
Maximum aggregate amount outstanding at any time		$ 1,500
PAA senior secured hedged inventory facility
Debt
Extension period		2 years
PAA senior unsecured revolving credit facility
Debt
Extension period		2 years
PNG senior unsecured revolving credit facility
Debt
Extension period		1 year
PNG GO Bond term loans
Debt
Extension period		1 year
AAP term loan
Debt
Extension period	1 year
Borrowing capacity	$ 500	$ 200	500
AAP senior secured revolving credit facility
Debt
Extension period	1 year
Borrowing capacity	$ 75	$ 25	75
Credit agreements and commercial paper program
Debt
Total borrowings			13,200	$ 8,500
Total repayments			13,400	$ 7,800
PAA's fixed rate senior notes
Debt
Debt instrument face value	7,000		7,000			6,300
Debt instrument fair value	$ 7,500		$ 7,500			$ 7,300
3.85% senior notes due 2023
Debt
Debt instrument face value					$ 700
Debt instrument, interest rate (as a percent)					3.85%
Percentage of face value at which senior notes are sold					99.792%

Members' Equity (Details) - Plains All American GP LLC - USD ($) shares in Millions, $ in Millions	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	May 31, 2013	Mar. 18, 2013
Members' equity
Cash distribution to members	$ 6	$ 2
LTIP Awards
LTIP Vesting
Issuance of common units under LTIP (in units)	0.5
PAA Continuous Offering Program
Members' equity
Common units Issued	7.2
Net proceeds from Sale	$ 400
Commissions paid	$ 4
May 2013 Equity Distribution Agreement
Members' equity
Maximum aggregate offer price of common stock			$ 750
PNG Continuous Offering Program
Members' equity
Maximum aggregate offer price of common stock				$ 75
Common units Issued	1.9
Net proceeds from Sale	$ 40
AAP
Members' equity
Cash distribution to members	$ 3
Noncontrolling Interests \| PAA
Members' equity
Limited partnership ownership interest (as a percent)	98.00%
Noncontrolling Interests \| AAP
Members' equity
Limited partnership ownership interest (as a percent)	99.00%
Noncontrolling Interests \| PNG
Members' equity
Noncontrolling interests, ownership percentage of noncontrolling owners	37.00%
Noncontrolling Interests \| SLC Pipeline
Members' equity
Noncontrolling interests, ownership percentage of noncontrolling owners	25.00%

Members' Equity (Details 2) - Plains All American GP LLC - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Changes in the noncontrolling interests in partners' capital
Beginning balance			$ 6,968
Net income attributable to noncontrolling interests	$ 235	$ 169	1,067	$ 788
Issuance of PAA common units			400
Issuance of PAA common units under LTIP			4
Units tendered by employees to satisfy tax withholding obligations			(15)
Equity-indexed compensation expense			31
Distribution equivalent right payments			(4)
Issuance of PNG common units			40
Other			(2)
Other comprehensive income/(loss):
Reclassification adjustments			(124)
Ending balance	7,209		7,209
AAP
Other comprehensive income/(loss):
Contributions from noncontrolling interests			$ 9	17
AAP \| Indirect Ownership \| PAA
Other comprehensive income/(loss):
General partner or managing member ownership interest (as a percent)			2.00%
Noncontrolling Interests
Changes in the noncontrolling interests in partners' capital
Beginning balance			$ 6,968	5,794
Net income attributable to noncontrolling interests			1,067	788
Distributions to noncontrolling interests			(1,182)	(737)
Issuance of PAA common units			400	812
Issuance of PAA common units under LTIP			4	34
Units tendered by employees to satisfy tax withholding obligations			(15)
Equity-indexed compensation expense			31	23
Distribution equivalent right payments			(4)	(4)
Issuance of PNG common units			40
Other			(2)
Other comprehensive income/(loss):
Reclassification adjustments			(124)	(115)
Net deferred gain on cash flow hedges			141	68
Currency translation adjustments			(115)	84
Ending balance	$ 7,209	$ 6,747	$ 7,209	$ 6,747

Equity-Indexed Compensation Plans (Details) - Plains All American GP LLC - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Share-based Compensation Arrangement, by Share-based Payment Award
Equity-indexed compensation expense	$ 17	$ 22	$ 96	$ 82
AAP LP Class B Units
Share-based Compensation Arrangement, by Share-based Payment Award
Equity-indexed compensation expense			$ 4
Reserved for Future Grants
Reserved for future grants outstanding, beginning balance (in units)			17,875
Units granted (in units)			(4,500)
Reserved for future grants outstanding, ending balance (in units)	13,375		13,375
Outstanding
Outstanding at the beginning of the period (in units)			182,125
Units granted (in units)			4,500
Outstanding at the ending of the period (in units)	186,625		186,625
Outstanding Units Earned
Outstanding Units Earned, beginning balance (in units)			130,250
Units earned (in units)			50,125
Outstanding Units Earned, end balance (in units)	180,375		180,375
Grant Date Fair Value of Outstanding Class B Units:
Grant Date Fair Value of Outstanding Class B Units, beginning balance			$ 44
Units granted			7
Grant Date Fair Value of Outstanding Class B Units, ending balance	$ 51		$ 51

Equity-Indexed Compensation Plans (Details 2) - $ / shares	1 Months Ended		9 Months Ended
	Nov. 30, 2013	Feb. 28, 2013	Sep. 30, 2013
Plains All American 2013 Long Term Incentive Plan \| PAA \| Subsequent Event
Share-based Compensation Arrangement, by Share-based Payment Award
Incremental common units authorized (in shares)	7,000,000
Plains All American GP LLC \| Special PAA Awards
Outstanding (in units)
Granted (in units)		143,000
Plains All American GP LLC \| Special PAA Awards \| Awards with a vesting date of August 2018
Share-based Compensation Arrangement, by Share-based Payment Award
Awards that will vest upon satisfaction of performance and/or service conditions (as a percent)		50.00%
Plains All American GP LLC \| Special PAA Awards \| Awards with a vesting date of August 2018 \| PNG
Share-based Compensation Arrangement, by Share-based Payment Award
Annualized distribution threshold for vesting of awards (in dollars per share)		$ 1.48
Period prior to each vesting date for which the average annualized distribution threshold must be maintained for vesting of awards		12 months
Plains All American GP LLC \| Special PAA Awards \| Awards with a vesting date of August 2019
Share-based Compensation Arrangement, by Share-based Payment Award
Awards that will vest upon satisfaction of performance and/or service conditions (as a percent)		50.00%
Plains All American GP LLC \| Special PAA Awards \| Awards with a vesting date of August 2019 \| PNG
Share-based Compensation Arrangement, by Share-based Payment Award
Annualized distribution threshold for vesting of awards (in dollars per share)		$ 1.43
Period prior to each vesting date for which the average annualized distribution threshold must be maintained for vesting of awards		12 months
Plains All American GP LLC \| PAA Long-term Incentive Plan Awards
Outstanding (in units)
Outstanding at beginning of period (in units)			6,000,000
Granted (in units)			4,100,000
Vested (in units)			(1,800,000)
Cancelled or forfeited (in units)			(300,000)
Outstanding at end of period (in units)			8,000,000
Weighted Average Grant Date Fair Value per unit
Outstanding at beginning of period (in dollars per unit)			$ 25.55
Granted (in dollars per unit)			47.60
Vested (in dollars per unit)			24.82
Cancelled or forfeited (in dollars per unit)			36.32
Outstanding at end of period (in dollars per unit)			$ 36.74
Units issued in connection with the settlement of vested awards, net of tax withholding (in units)			500,000
Units withheld for taxes (in units)			300,000
Vested awards settled in cash (in units)			1,000,000
Plains All American GP LLC \| PAA Long-term Incentive Plan Awards \| Distribution threshold one
Share-based Compensation Arrangement, by Share-based Payment Award
Awards that will vest upon satisfaction of performance and/or service conditions (as a percent)		33.00%
Annualized distribution threshold for vesting of DERs (in dollars per share)		$ 2.35
Plains All American GP LLC \| PAA Long-term Incentive Plan Awards \| Distribution threshold two
Share-based Compensation Arrangement, by Share-based Payment Award
Awards that will vest upon satisfaction of performance and/or service conditions (as a percent)		33.00%
Annualized distribution threshold for vesting of DERs (in dollars per share)		$ 2.50
Plains All American GP LLC \| PAA Long-term Incentive Plan Awards \| Distribution threshold three
Share-based Compensation Arrangement, by Share-based Payment Award
Awards that will vest upon satisfaction of performance and/or service conditions (as a percent)		33.00%
Annualized distribution threshold for vesting of DERs (in dollars per share)		$ 2.65
Plains All American GP LLC \| PAA Long-term Incentive Plan Awards \| Equity Awards
Outstanding (in units)
Granted (in units)		2,400,000
Plains All American GP LLC \| PAA Long-term Incentive Plan Awards \| Equity Awards \| Awards with a minimum vesting date of August 2016
Share-based Compensation Arrangement, by Share-based Payment Award
Awards that will vest upon satisfaction of performance and/or service conditions (as a percent)		33.00%
Annualized distribution threshold for vesting of awards (in dollars per share)		$ 2.35
Plains All American GP LLC \| PAA Long-term Incentive Plan Awards \| Equity Awards \| Awards with a minimum vesting date of August 2017
Share-based Compensation Arrangement, by Share-based Payment Award
Awards that will vest upon satisfaction of performance and/or service conditions (as a percent)		33.00%
Annualized distribution threshold for vesting of awards (in dollars per share)		$ 2.50
Plains All American GP LLC \| PAA Long-term Incentive Plan Awards \| Equity Awards \| Awards with a minimum vesting date of August 2018
Share-based Compensation Arrangement, by Share-based Payment Award
Awards that will vest upon satisfaction of performance and/or service conditions (as a percent)		33.00%
Annualized distribution threshold for vesting of awards (in dollars per share)		$ 2.65
Plains All American GP LLC \| PAA Long-term Incentive Plan Awards \| Liability Awards
Share-based Compensation Arrangement, by Share-based Payment Award
Annualized quarterly distribution, low end of range (in dollars per unit)		2.30
Annualized quarterly distribution, high end of range (in dollars per unit)		$ 2.65
Outstanding (in units)
Granted (in units)		1,500,000
Plains All American GP LLC \| PNG LTIP Awards
Outstanding (in units)
Outstanding at beginning of period (in units)			900,000
Granted (in units)			400,000
Outstanding at end of period (in units)			1,300,000
Weighted Average Grant Date Fair Value per unit
Outstanding at beginning of period (in dollars per unit)			$ 17.49
Granted (in dollars per unit)			17.51
Vested (in dollars per unit)			18.88
Cancelled or forfeited (in dollars per unit)			13.33
Outstanding at end of period (in dollars per unit)			$ 17.55
Plains All American GP LLC \| PNG LTIP Awards \| Maximum
Outstanding (in units)
Vested (in units)			(100,000)
Cancelled or forfeited (in units)			(100,000)

Equity-Indexed Compensation Plans (Details 3) - Plains All American GP LLC - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Other Consolidated Equity-Indexed Compensation Information
Equity-indexed compensation expense	$ 17	$ 22	$ 96	$ 82
LTIP unit-settled vestings	1	2	47	60
LTIP cash-settled vestings		1	61	66
DER cash payments	$ 2	$ 2	$ 5	5
PNG \| Maximum
Other Consolidated Equity-Indexed Compensation Information
LTIP unit-settled vestings				$ 1

Derivatives and Risk Management Activities (Details) - Plains All American GP LLC bbl / mo in Millions, bbl in Millions, Mcf in Millions, MWh in Millions	Sep. 30, 2013 bbl Mcf MWh bbl / d bbl / mo
Commodity Price Risk Hedging:
Derivative hedges to manage the risk of not utilizing storage capacity (in barrels per month) \| bbl / mo	2.2
Net long position associated with crude oil purchases
Commodity Price Risk Hedging:
Net derivative positions per day (in barrels) \| bbl / d	316,500
Inventory hedged (in barrels, Mcf or megawatt hours)	9.8
Net short spread position hedging anticipated crude oil lease gathering purchases
Commodity Price Risk Hedging:
Net derivative positions per day (in barrels) \| bbl / d	32,800
Inventory hedged (in barrels, Mcf or megawatt hours)	13.0
Crude oil grade spread positions related to anticipated purchases and sales of crude oil
Commodity Price Risk Hedging:
Net derivative positions per day (in barrels) \| bbl / d	13,700
Inventory hedged (in barrels, Mcf or megawatt hours)	1.7
Butane/WTI spread positions
Commodity Price Risk Hedging:
Net derivative positions per day (in barrels) \| bbl / d	2,500
Inventory hedged (in barrels, Mcf or megawatt hours)	1.4
Long natural gas position for anticipated base gas requirements
Commodity Price Risk Hedging:
Inventory hedged (in barrels, Mcf or megawatt hours) \| Mcf	1.3
Short natural gas position related to anticipated natural gas sales
Commodity Price Risk Hedging:
Inventory hedged (in barrels, Mcf or megawatt hours) \| Mcf	29.4
Short position related to anticipated sales of crude oil, NGL and refined products inventory
Commodity Price Risk Hedging:
Inventory hedged (in barrels, Mcf or megawatt hours)	10.7
PLA crude oil net short position
Commodity Price Risk Hedging:
Net derivative positions per day (in barrels) \| bbl / d	1,700
Inventory hedged (in barrels, Mcf or megawatt hours)	1.4
Long natural gas position for natural gas purchases
Commodity Price Risk Hedging:
Inventory hedged (in barrels, Mcf or megawatt hours) \| Mcf	16.3
Short propane position related to subsequent sale of products
Commodity Price Risk Hedging:
Inventory hedged (in barrels, Mcf or megawatt hours)	2.9
Short Butane position related to subsequent sale of products
Commodity Price Risk Hedging:
Inventory hedged (in barrels, Mcf or megawatt hours)	0.9
Short WTI position related to subsequent sale of products
Commodity Price Risk Hedging:
Inventory hedged (in barrels, Mcf or megawatt hours)	0.3
Long power position for power supply requirements
Commodity Price Risk Hedging:
Inventory hedged (in barrels, Mcf or megawatt hours) \| MWh	0.5
PLA Crude oil long call option position
Commodity Price Risk Hedging:
Inventory hedged (in barrels, Mcf or megawatt hours)	0.6

Derivatives and Risk Management Activities (Details 2) - Plains All American GP LLC $ in Millions	1 Months Ended
	Aug. 31, 2013 USD ($) item	Sep. 30, 2013 USD ($) item
Interest Rate Contracts
Interest Rate Risk Hedging
Net deferred gains/(losses) from interest rate risk hedging included in AOCI		$ (76)
Interest Rate Contracts \| PNG \| Cash flow hedge
Interest Rate Risk Hedging
Number of outstanding interest rate swaps (in contracts) \| item		3
Notional amount of derivatives		$ 100
Rate of fixed interest to be received on interest rate swap (as a percent)		0.95%
10 forward starting swaps (30-year) \| Cash flow hedge
Interest Rate Risk Hedging
Number of outstanding interest rate swaps (in contracts) \| item		10
Notional amount of derivatives		$ 250
Rate of fixed interest to be received on interest rate swap (as a percent)		3.60%
5 forward starting swaps (30-year)
Interest Rate Risk Hedging
Number of interest rate swaps that terminated (in contracts) \| item	5
Proceeds from termination of interest rate swaps	$ 11
5 forward starting swaps (30-year) \| Interest expense
Interest Rate Risk Hedging
Gain on derivative instruments deferred in AOCI	8
Gain on derivative instruments recognized in interest expense attributable to the ineffective portion	$ 3

Derivatives and Risk Management Activities (Details 3) - Plains All American GP LLC $ in Millions, $ in Millions	Sep. 30, 2013 USD ($) $ / $	Sep. 30, 2013 CAD ($) $ / $
Foreign exchange contracts
Currency Exchange Rate Risk Hedging:
Net deferred gains from currency risk rate hedging included in AOCI \| $	$ 1
Notional amount of derivatives	2	$ 2
Foreign Exchange Forward Contracts that exchange CAD for USD at the Rate USD 1.00 to CAD 1.03 Maturing in 2013
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 283	$ 292
Average exchange rate for outstanding foreign currency forward exchange contracts	1.03	1.03
Foreign Exchange Forward Contracts that exchange CAD for USD at the Rate USD 1.00 to CAD 1.03 Maturing in 2014
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 104	$ 108
Average exchange rate for outstanding foreign currency forward exchange contracts	1.03	1.03
Foreign Exchange Forward Contracts that exchange CAD for USD at the Rate USD 1.00 to CAD 1.04 Maturing in 2015
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 9	$ 9
Average exchange rate for outstanding foreign currency forward exchange contracts	1.04	1.04
Foreign Exchange Forward Contracts that exchange CAD for USD at the Rate USD 1.00 to CAD 1.03
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 396	$ 409
Average exchange rate for outstanding foreign currency forward exchange contracts	1.03	1.03
Foreign Exchange Forward Contract that exchange USD for CAD at the Rate USD 1.00 to CAD 1.03 Maturing in 2013
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 281	$ 290
Average exchange rate for outstanding foreign currency forward exchange contracts	1.03	1.03
Foreign Exchange Forward Contract that exchange USD for CAD at The Rate USD 1.00 to CAD 1.04 Maturing in 2014
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 104	$ 108
Average exchange rate for outstanding foreign currency forward exchange contracts	1.04	1.04
Foreign Exchange Forward Contract that exchange USD for CAD at the Rate USD 1.00 to CAD 1.06 Maturing in 2015
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 9	$ 9
Average exchange rate for outstanding foreign currency forward exchange contracts	1.06	1.06
Foreign Exchange Forward Contract that exchange USD for CAD at the Rate USD 1.00 to CAD 1.03
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 394	$ 407
Average exchange rate for outstanding foreign currency forward exchange contracts	1.03	1.03
Foreign Exchange Forward Contract Maturing in 2013
Currency Exchange Rate Risk Hedging:
Notional amount of derivatives	$ 2	$ 2

Derivatives and Risk Management Activities (Details 4) - Plains All American GP LLC - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Impact of derivative activities recognized in earnings
Total	$ 20	$ 28	$ 100	$ 180
Commodity \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Total	18	21	105	121
Commodity \| Facilities segment revenues
Impact of derivative activities recognized in earnings
Total	(2)		(14)	13
Commodity \| Purchases and related costs
Impact of derivative activities recognized in earnings
Total				41
Commodity \| Field Operating costs
Impact of derivative activities recognized in earnings
Total	2	4	7	2
Interest Rate Contracts \| Interest expense
Impact of derivative activities recognized in earnings
Total	1	(2)	(2)	(5)
Foreign exchange contracts \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Total		4		4
Foreign exchange contracts \| Other income, net
Impact of derivative activities recognized in earnings
Total	1	1	4	4
Derivatives designated as hedging instruments
Impact of derivative activities recognized in earnings
Amount of gain/(loss) reclassified from AOCI into income	106	122	124	117
Other gain/(loss) recognized in income	3		3	(2)
Derivatives designated as hedging instruments \| Commodity \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Amount of gain/(loss) reclassified from AOCI into income	109	123	139	62
Derivatives designated as hedging instruments \| Commodity \| Facilities segment revenues
Impact of derivative activities recognized in earnings
Amount of gain/(loss) reclassified from AOCI into income	(2)		(14)	14
Other gain/(loss) recognized in income				(1)
Derivatives designated as hedging instruments \| Commodity \| Purchases and related costs
Impact of derivative activities recognized in earnings
Amount of gain/(loss) reclassified from AOCI into income				41
Derivatives designated as hedging instruments \| Interest Rate Contracts \| Interest expense
Impact of derivative activities recognized in earnings
Amount of gain/(loss) reclassified from AOCI into income	(2)	(2)	(5)	(4)
Other gain/(loss) recognized in income	3		3	(1)
Derivatives designated as hedging instruments \| Foreign exchange contracts \| Other income, net
Impact of derivative activities recognized in earnings
Amount of gain/(loss) reclassified from AOCI into income	1	1	4	4
Derivatives designated as hedging instruments \| Hedged Transactions no longer probable \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Other gain/(loss) recognized in income			3
Derivatives designated as hedging instruments \| Hedged Transactions no longer probable \| Facilities segment revenues
Impact of derivative activities recognized in earnings
Other gain/(loss) recognized in income	(2)		(1)
Derivatives not designated as hedging instruments
Impact of derivative activities recognized in earnings
Total	(89)	(94)	(27)	65
Derivatives not designated as hedging instruments \| Commodity \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Total	(91)	(102)	(34)	59
Derivatives not designated as hedging instruments \| Commodity \| Field Operating costs
Impact of derivative activities recognized in earnings
Total	$ 2	4	$ 7	2
Derivatives not designated as hedging instruments \| Foreign exchange contracts \| Supply and Logistics segment revenues
Impact of derivative activities recognized in earnings
Total		$ 4		$ 4

Derivatives and Risk Management Activities (Details 5) - Plains All American GP LLC $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2013 USD ($) item	Sep. 30, 2012 USD ($)	Sep. 30, 2013 USD ($) item	Sep. 30, 2012 USD ($)	Dec. 31, 2012 USD ($) item
Derivatives disclosures
Asset Derivatives Fair Value	$ 98		$ 98		$ 191
Liability Derivatives Fair Value	(115)		(115)		(189)
Net gain/(loss) deferred in AOCI	(104)		(104)
Net gain/(loss) expected to be reclassified to earnings in next 12 months			(28)
Gain (loss) expected to be reclassified to earnings through 2045			(76)
Net deferred gain/(loss) recognized in AOCI on derivatives (effective portion)	78	$ 96	141	$ 68
Broker receivable	164		164		41
Initial margin	$ 96		96		69
Variation margin paid/(received)			$ 68		$ (28)
Number of outstanding derivatives containing credit-risk related contingent features \| item	0		0		0
Derivative credit-risk related contingent features			none of our outstanding derivatives contained credit-risk related contingent features that would result in a material adverse impact to us upon any change in our credit ratings
Commodity
Derivatives disclosures
Net deferred gain/(loss) recognized in AOCI on derivatives (effective portion)	$ 66	88	$ 77	88
Interest Rate Contracts
Derivatives disclosures
Net deferred gain/(loss) recognized in AOCI on derivatives (effective portion)	12	$ 8	64	$ (20)
Derivatives designated as hedging instruments
Derivatives disclosures
Asset Derivatives Fair Value	22		22		$ 56
Liability Derivatives Fair Value	(14)		(14)		(62)
Derivatives designated as hedging instruments \| Commodity \| Other current assets
Derivatives disclosures
Asset Derivatives Fair Value	3		3		45
Liability Derivatives Fair Value	(13)		(13)		(23)
Derivatives designated as hedging instruments \| Commodity \| Other long-term assets
Derivatives disclosures
Asset Derivatives Fair Value	2		2		11
Liability Derivatives Fair Value					(1)
Derivatives designated as hedging instruments \| Interest Rate Contracts \| Other long-term assets
Derivatives disclosures
Asset Derivatives Fair Value	17		17
Derivatives designated as hedging instruments \| Interest Rate Contracts \| Other current liabilities
Derivatives disclosures
Liability Derivatives Fair Value	(1)		(1)
Derivatives designated as hedging instruments \| Interest Rate Contracts \| Other long term liabilities
Derivatives disclosures
Liability Derivatives Fair Value					(38)
Derivatives not designated as hedging instruments
Derivatives disclosures
Asset Derivatives Fair Value	76		76		135
Liability Derivatives Fair Value	(101)		(101)		(127)
Derivatives not designated as hedging instruments \| Commodity \| Other current assets
Derivatives disclosures
Asset Derivatives Fair Value	67		67		128
Liability Derivatives Fair Value	(89)		(89)		(115)
Derivatives not designated as hedging instruments \| Commodity \| Other long-term assets
Derivatives disclosures
Asset Derivatives Fair Value	7		7		1
Liability Derivatives Fair Value	(7)		(7)		(3)
Derivatives not designated as hedging instruments \| Commodity \| Other current liabilities
Derivatives disclosures
Asset Derivatives Fair Value	1		1		4
Liability Derivatives Fair Value	(4)		(4)		(7)
Derivatives not designated as hedging instruments \| Commodity \| Other long term liabilities
Derivatives disclosures
Asset Derivatives Fair Value					2
Liability Derivatives Fair Value	(1)		(1)		$ (2)
Derivatives not designated as hedging instruments \| Foreign currency derivatives \| Other current assets
Derivatives disclosures
Asset Derivatives Fair Value	$ 1		$ 1

Derivatives and Risk Management Activities (Details 6) - Plains All American GP LLC - USD ($) $ in Millions	Sep. 30, 2013	Dec. 31, 2012
Derivative Asset Positions
Gross Position - Asset	$ 98	$ 191
Netting Adjustment	(110)	(148)
Cash Collateral Paid	164	41
Net Position - Asset	152	84
Derivative Liability Positions
Gross Position - Liability	(115)	(189)
Netting Adjustment	110	148
Net Position - Liability	(5)	(41)
Other current assets
Derivative Asset Positions
Net Position - Asset	133	76
Other long-term assets
Derivative Asset Positions
Net Position - Asset	19	8
Other current liabilities
Derivative Liability Positions
Net Position - Liability	(4)	(3)
Other long term liabilities
Derivative Liability Positions
Net Position - Liability	$ (1)	$ (38)

Derivatives and Risk Management Activities (Details 7) - Plains All American GP LLC - USD ($) $ in Millions	3 Months Ended			9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Jun. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Level 3
Roll forward of Level 3 Net Asset
Beginning Balance	$ 4	$ 36		$ 4	$ 12
Total gains/(losses) for the period:
Included in earnings	(4)	(9)		(1)	(1)
Included in other comprehensive income					3
Settlements	(1)	(4)		(3)	(18)
Derivatives entered into during the period		1		(1)	23
Transfers out of Level 3 (asset)		(14)			(9)
Ending Balance	(1)	10	$ 36	(1)	10
Change in unrealized gains/(losses) included in earnings relating to level 3 derivatives still held at the end of the periods	(4)	$ (8)		(1)	$ 25
Transfers out of Level 3 (liability)			$ 5
Recurring Fair Value Measures \| Level 1
Recurring Fair Value Measures
Net asset/(liability) at fair value	(11)			(11)		$ 1
Recurring Fair Value Measures \| Level 1 \| Commodity
Recurring Fair Value Measures
Net asset/(liability) at fair value	(11)			(11)		1
Recurring Fair Value Measures \| Level 2
Recurring Fair Value Measures
Net asset/(liability) at fair value	(5)			(5)		(3)
Recurring Fair Value Measures \| Level 2 \| Commodity
Recurring Fair Value Measures
Net asset/(liability) at fair value	(22)			(22)		35
Recurring Fair Value Measures \| Level 2 \| Interest Rate Contracts
Recurring Fair Value Measures
Net asset/(liability) at fair value	16			16		(38)
Recurring Fair Value Measures \| Level 2 \| Foreign currency derivatives
Recurring Fair Value Measures
Net asset/(liability) at fair value	1			1
Recurring Fair Value Measures \| Level 3
Recurring Fair Value Measures
Net asset/(liability) at fair value	(1)			(1)		4
Recurring Fair Value Measures \| Level 3 \| Commodity
Recurring Fair Value Measures
Net asset/(liability) at fair value	(1)			(1)		4
Recurring Fair Value Measures \| Total
Recurring Fair Value Measures
Net asset/(liability) at fair value	(17)			(17)		2
Recurring Fair Value Measures \| Total \| Commodity
Recurring Fair Value Measures
Net asset/(liability) at fair value	(34)			(34)		40
Recurring Fair Value Measures \| Total \| Interest Rate Contracts
Recurring Fair Value Measures
Net asset/(liability) at fair value	16			16		$ (38)
Recurring Fair Value Measures \| Total \| Foreign currency derivatives
Recurring Fair Value Measures
Net asset/(liability) at fair value	$ 1			$ 1

Commitments and Contingencies (Details) - Plains All American GP LLC $ in Millions	1 Months Ended			2 Months Ended	9 Months Ended	16 Months Ended	30 Months Ended
	Feb. 28, 2013 bbl	Jun. 30, 2012 bbl	Apr. 30, 2011 bbl	Jun. 30, 2013 item bbl	Sep. 30, 2013 USD ($)	Sep. 30, 2013 USD ($)	Sep. 30, 2013 USD ($)	Jul. 04, 2013 item	Feb. 26, 2013 item	Dec. 31, 2012 USD ($)	Apr. 30, 2012 item
Environmental
Estimated environmental reserve					$ 99	$ 99	$ 99			$ 96
Reserve for environmental liabilities, short-term					13	13	13			13
Reserve for environmental liabilities, long-term					86	86	86			83
Probable recoveries from insurers and third parties recorded as a receivable					$ 10	10	10			$ 42
Minimum
Environmental
Actual cash expenditures for environmental liabilities, period paid					3 years
Maximum
Environmental
Actual cash expenditures for environmental liabilities, period paid					5 years
Pemex Exploraciony Produccion (PEP)
Loss Contingencies
Number of cases filed \| item											2
Rainbow pipeline
Environmental
Total estimated cost to clean up and remediate the site, before insurance recoveries							$ 70
Estimated size of release (in barrels) \| bbl			28,000
Number of enforcement actions \| item									4
Rangeland Pipeline Release
Environmental
Total cost to clean up and remediate the site, before insurance recoveries						$ 46
Estimated size of release (in barrels) \| bbl		3,000
Penalty or fines assessed					$ 0
Number of enforcement actions \| item								4
Bay Springs Pipeline
Environmental
Total cost to clean up and remediate the site, before insurance recoveries					6
Estimated size of release (in barrels) \| bbl	120
Kemp River Pipeline Release
Environmental
Total estimated cost to clean up and remediate the site, before insurance recoveries					$ 15
Estimated size of release (in barrels) \| bbl				700
Number of releases discovered \| item				2

Operating Segments (Details) - Plains All American GP LLC $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2013 USD ($) item	Sep. 30, 2012 USD ($)
Operating segment information
Operating segments number \| item			3
Revenues:
Revenues	$ 10,703	$ 9,354	$ 31,617	$ 28,358
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments
Equity earnings in unconsolidated entities	19	9	42	25
Segment profit	408	466	1,640	1,404
Maintenance capital	42	47	124	123
Transportation
Revenues:
Revenues	179	150	517	458
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments
Equity earnings in unconsolidated entities	19	9	42	25
Segment profit	198	184	522	516
Maintenance capital	29	26	84	78
Facilities
Revenues:
Revenues	138	156	558	533
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments
Segment profit	146	140	445	344
Maintenance capital	6	17	23	34
Supply and Logistics
Revenues:
Revenues	10,386	9,048	30,542	27,367
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments
Segment profit	64	142	673	544
Maintenance capital	7	4	17	11
Interest expense related to hedged inventory	8	3	21	9
Operating Segments
Revenues:
Revenues	11,044	9,675	32,638	29,196
Operating Segments \| Transportation
Revenues:
Revenues	378	364	1,111	1,043
Operating Segments \| Facilities
Revenues:
Revenues	280	262	983	785
Operating Segments \| Supply and Logistics
Revenues:
Revenues	10,386	9,049	30,544	27,368
Intersegment
Revenues:
Revenues	(341)	(321)	(1,021)	(838)
Intersegment \| Transportation
Revenues:
Revenues	(199)	(214)	(594)	(585)
Intersegment \| Facilities
Revenues:
Revenues	$ (142)	(106)	(425)	(252)
Intersegment \| Supply and Logistics
Revenues:
Revenues		$ (1)	$ (2)	$ (1)

Operating Segments (Details 2) - Plains All American GP LLC - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Reconciliation of segment profit to net income attributable to Plains
Segment profit	$ 408	$ 466	$ 1,640	$ 1,404
Depreciation and amortization	(93)	(211)	(266)	(357)
Interest expense	(73)	(76)	(227)	(219)
Other income, net	3	4	2	6
Income tax expense	(9)	(13)	(79)	(44)
NET INCOME	236	170	1,070	790
Net income attributable to noncontrolling interests	(235)	(169)	(1,067)	(788)
NET INCOME ATTRIBUTABLE TO GP LLC	$ 1	$ 1	$ 3	$ 2

Related Party Transactions (Details) - Plains All American GP LLC - Oxy - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Oct. 30, 2013	Dec. 31, 2012
Related party transaction
Related party ownership of general partner interest (as a percent)	35.00%		35.00%
Revenues	$ 441	$ 383	$ 1,135	$ 1,435
Purchases and related costs	229	$ 138	604	$ 416
Trade accounts receivable and other receivables, gross	307		307			$ 231
Accounts payable, gross	$ 238		$ 238			$ 129
Subsequent Event
Related party transaction
Related party ownership of general partner interest (as a percent)					25.00%

Impairments (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Impairments (Details) - USD ($) $ in Millions	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
Plains All American GP LLC
Impairments
Impairments of long-lived assets	$ 8	$ 125	$ 15

Subsequent Events (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions		1 Months Ended
	Oct. 21, 2013	Nov. 22, 2013	Oct. 31, 2013	Oct. 31, 2012
Class A Shares
Subsequent events
Number of shares issued in IPO			132,382,094
Number of shares issued in initial public offering through partial exercise of the underwriter's overallotment option			4,382,094
IPO price per share (in dollars per share)				$ 22.00
Proceeds from IPO			$ 2,800.0
Class A Shares \| PAGP Plan
Subsequent events
Shares authorized under plan (in shares)			10,000,000
Awards granted (in shares)		0
Class B Shares
Subsequent events
Number of shares issued in IPO			473,647,679
AAP
Subsequent events
Limited partnership ownership interest (as a percent)	21.80%		21.80%
Annual fee payable under the administrative agreement			$ 1.5
GP LLC
Subsequent events
Managing member ownership interest (as a percent)			100.00%

Label	Element	Value
Equity Based Compensation Plan Class B Units of Plains AAPLP [Member] \| Predecessor [Member] \| Subsequent Event [Member]
Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other than Options, Units Earned, Outstanding	pagp_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsUnitsEarnedOutstanding	47,013,803
Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other than Options, Reserved for Future Grants, Outstanding	pagp_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsReservedForFutureGrantsOutstanding	3,483,102
Share Based Compensation, Arrangement by Share Based Payment Award, Equity Instruments Other than Options Issued, Number	pagp_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstanding	48,642,833