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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 8-K 
CURRENT REPORT 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 
Date of Report (Date of earliest event reported)—March 1, 2004 
Plains All American Pipeline, L.P.
(Exact name of Registrant as specified in its charter) 
DELAWARE
(State or other jurisdiction of
incorporation or organization)	 	1-14569
(Commission File Number)	 	76-0582150
(I.R.S. Employer
Identification No.)	
333 Clay Street, Suite 1600
Houston, Texas 77002
(713) 646-4100
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices) 

Item 5. Other Events 
        On April 1, 2004, Plains All American Pipeline, L.P. ("PAA") acquired the North American crude oil and pipeline operations of Link Energy LLC. The total purchase price for the transaction was approximately $326 million, which included $268 million in cash and approximately $58 million of net liabilities assumed and acquisition related costs. 
        On March 1, 2004, PAA acquired the interests in certain entities owned by Shell Pipeline Company LP, which owned interests in the Capline Pipe Line System, the Capwood Pipe Line System and the Patoka Pipe Line System. The purchase price of approximately $158.5 million includes transaction and closing costs. 
        Certain financial statements, including the pro forma combined financial statements of PAA for the six months ended June 30, 2004 and for the year ended December 31, 2003 giving effect to both of the acquisitions described above, have not been publicly disclosed, and are attached to this Form 8-K as Exhibit 99.1. 

Item 7. Financial Statements and Exhibits 
(c)
Exhibits 
99.1
Unaudited Pro Forma Combined Financial Statements of Plains All American Pipeline, L.P. for the six months ended June 30, 2004 and for the year ended December 31, 2003. 

SIGNATURES 
        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 
 	 	PLAINS ALL AMERICAN PIPELINE, L.P.	

Date: August 6, 2004	
 	
By:	
Plains AAP, L.P., its general partner	

 	
By:	
Plains All American GP LLC, its general partner	

 	
By:	
/s/  TINA L. VAL      
	
 	 	Name:	Tina L. Val	
 	 	Title:	Vice President of Accounting and Chief Accounting Officer	

Index to Exhibits 
99.1	 	Unaudited Pro Forma Combined Financial Statements of Plains All American Pipeline, L.P. for the six months ended June 30, 2004 and for the year ended December 31, 2003.	

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Item 5. Other Events
Item 7. Financial Statements and Exhibits
SIGNATURES
Index to Exhibits

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Exhibit 99.1 

PLAINS ALL AMERICAN PIPELINE, L.P.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS 
        Plains All American Pipeline, L.P. ("PAA") is a publicly traded Delaware limited partnership engaged in interstate and intrastate crude oil transportation, and crude oil gathering, marketing, terminalling and storage, as well as the marketing and storage of liquefied petroleum gas and other petroleum products. The following unaudited pro forma financial statements are presented to give effect to the transactions described below: 
The acquisition of the North American crude oil and pipeline operations of Link Energy LLC, ("Link Energy" and the "Link acquisition"). The acquisition price of approximately $326 million includes the assumption of liabilities and net working capital items and transaction and other acquisition costs. The acquisition closed and was effective on April 1, 2004 and has been accounted for using the purchase method of accounting. 
The acquisition of Shell Pipeline Company LP's ("SPLC") interest in certain entities. The principal assets of the entities include interests in the Capline Pipe Line System, the Capwood Pipe Line System and the Patoka Pipe Line System (referred to in this report as "the SPLC acquisition"). The purchase price, including transaction and closing costs, was approximately $158.5 million. The acquisition closed and was effective on March 1, 2004. The acquisition has been accounted for using the purchase method of accounting. 
        The transactions described above are included in PAA's historical unaudited consolidated balance sheet as of June 30, 2004. Accordingly, a pro forma balance sheet is not presented. The unaudited pro forma statements of operations for the six months ended June 30, 2004 and the year ended December 31, 2003 are based upon the following: 
1)
the historical consolidated statements of operations of PAA for the six months ended June 30, 2004 and the year ended December 31, 2003; 
2)
the historical consolidated statements of operations of Link Energy for the three months ended March 31, 2004 and the year ended December 31, 2003; and 
3)
the historical combined statements of operations for the businesses acquired in the SPLC acquisition for the two months ended February 29, 2004 and the year ended December 31, 2003. 
        The unaudited pro forma combined statements of operations are not necessarily indicative of the results of the actual or future operations that would have been achieved had the transactions occurred at the dates assumed (as noted below). The unaudited pro forma combined statements of operations should be read in conjunction with: i) the notes thereto; ii) the historical unaudited financial statements of PAA for the six months ended June 30, 2004; iii) the historical unaudited financial statements of Link Energy for the three months ended March 31, 2004; and iv) the audited financial statements of PAA for the year ended December 31, 2003, as well as those for Link Energy and the businesses acquired in the SPLC acquisition, for the same period. 
        The following unaudited pro forma combined statements of operations for the six months ended June 30, 2004 and the year ended December 31, 2003 have been prepared as if the transactions described above had taken place at the beginning of the period presented. 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2004
(in thousands, except per unit data) 
 	 	Plains All
American
Historical
	 	Link
Energy
Historical
	 	SPLC
Acquisition
Historical
	 	Pro Forma
Acquisition
Adjustments
	 	Plains All
American
Pro Forma
	 	
REVENUES	 	$	8,936,379	 	$	40,682	 	$	7,416	 	$	(465	)(a)	$	8,984,012	 	

COSTS AND EXPENSES	

 	

 	

 	

 	

 	
 	
Purchases and related costs	 	 	8,685,372	 	 	8,081	 	 	—	 	 	(465	)(a)	 	8,692,988	 	

Field operating costs (excluding LTIP charge)	

96,851	

20,725	

2,023	

—	

119,599	
 	
LTIP charge—operations	 	 	567	 	 	—	 	 	—	 	 	—	 	 	567	 	
General and administrative expenses (excluding LTIP charge)	 	 	35,081	 	 	18,514	 	 	—	 	 	—	 	 	53,595	 	
LTIP charge — general and administrative	 	 	3,661	 	 	—	 	 	—	 	 	—	 	 	3,661	 	
Depreciation and amortization	 	 	29,118	 	 	5,060	 	 	874	 	 	(5,934
2,571	)(b)
  (c)	 	31,689	 	
 	 		 		 		 		 		 	
 	Total costs and expenses	 	 	8,850,650	 	 	52,380	 	 	2,897	 	 	(3,828	)	 	8,902,099	 	
 	 		 		 		 		 		 	
 	Other, net	 	 	—	 	 	(20	)	 	—	 	 	—	 	 	(20	)	
 	Gains on sales of assets	 	 	—	 	 	730	(e)	 	—	 	 	—	 	 	730	 	
 	 		 		 		 		 		 	
OPERATING INCOME	 	 	85,729	 	 	(10,988	)	 	4,519	 	 	3,363	 	 	82,623	 	

OTHER INCOME/(EXPENSE)	

 	

 	

 	

 	

 	
 	
Interest expense	 	 	(19,499	)	 	(11,531	)	 	—	 	 	(2,893	)(d)	 	(33,923	)	

Interest and other income (expense), net	

453	

(24	
)	
 	
—	

—	

429	

Income from continuing operations before cumulative effect of change in accounting principle	 	 	66,683	 	 	(22,543	)	 	4,519	 	 	470	 	 	49,129	 	
Cumulative effect of change in accounting principle	 	 	(3,130	)	 	—	 	 	—	 	 	—	 	 	(3,130	)	
 	 		 		 		 		 		 	
NET INCOME (LOSS) FROM CONTINUING OPERATIONS	 	$	63,553	 	$	(22,543	)	$	4,519	 	$	470	 	$	45,999	 	
 	 		 		 		 		 		 	
NET INCOME FROM CONTINUING OPERATIONS—LIMITED PARTNERS	 	$	58,954	 	 	 	 	 	 	 	 	 	 	$	41,751	 	
 	 		 	 	 	 	 	 	 	 	 	 		 	
NET INCOME FROM CONTINUING OPERATIONS—GENERAL PARTNER	 	$	4,599	 	 	 	 	 	 	 	 	 	 	$	4,248	 	
 	 		 	 	 	 	 	 	 	 	 	 		 	
BASIC AND DILUTED NET INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations before cumulative effect of change in accounting principle	 	$	1.03	 	 	 	 	 	 	 	 	 	 	$	0.75	 	
Cumulative effect of change in accounting principle	 	 	(0.05	)	 	 	 	 	 	 	 	 	 	 	(0.05	)	
 	 		 	 	 	 	 	 	 	 	 	 		 	
Net income from continuing operations	 	$	0.98	 	 	 	 	 	 	 	 	 	 	$	0.70	 	
 	 		 	 	 	 	 	 	 	 	 	 		 	
BASIC AND DILUTED WEIGHTED AVERAGE UNITS OUTSTANDING	 	 	59,985	 	 	 	 	 	 	 	 	 	 	 	59,985	 	
 	 		 	 	 	 	 	 	 	 	 	 		 	
See notes to unaudited pro forma combined financial statements 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the Twelve Months Ended December 31, 2003
(in thousands, except per unit data) 
 	 	 	 	Link Energy Historical
	 	 	 	 	 	 	 	
 	 	 	 	Successor
Company
	 	Predecessor
Company
	 	 	 	 	 	 	 	
 	 	Plains All
American
Historical
	 	Ten Months
Ended
December 31,
2003
	 	Two Months
Ended
February 28,
2003
	 	SPLC
Acquisition
Historical
	 	Pro Forma
Acquisition
Adjustments
	 	Plains All
American
Pro Forma
	 	
REVENUES	 	$	12,589,849	 	$	153,033	 	$	31,635	 	$	35,855	 	$	(2,828	)(a)	$	12,807,544	 	

COSTS AND EXPENSES	

 	

 	

 	

 	

 	

 	
 	
Purchases and related costs	 	 	12,232,536	 	 	23,863	 	 	4,521	 	 	—	 	 	(2,828	)(a)	 	12,258,092	 	

Field operating costs (excluding LTIP charge)	

134,177	

70,102	

13,020	

10,574	

—	

227,873	
 	
LTIP charge—operations	 	 	5,727	 	 	—	 	 	—	 	 	—	 	 	—	 	 	5,727	 	
General and administrative expenses (excluding LTIP charge)	 	 	49,969	 	 	45,959	 	 	6,846	 	 	1,275	 	 	—	 	 	104,049	 	
LTIP charge—general and administrative	 	 	23,063	 	 	—	 	 	—	 	 	—	 	 	—	 	 	23,063	 	
Depreciation and amortization	 	 	46,821	 	 	17,161	 	 	4,642	 	 	5,264	 	 	(27,067
11,607	)(b)
  (c)	 	58,428	 	
 	 		 		 		 		 		 		 	
 	Total costs and expenses	 	 	12,492,293	 	 	157,085	 	 	29,029	 	 	17,113	 	 	(18,288	)	 	12,677,232	 	
 	 		 		 		 		 		 		 	
 	Other, net	 	 	—	 	 	1,982	 	 	8	 	 	—	 	 	—	 	 	1,990	 	
 	Gains on sales of assets	 	 	648	 	 	11,885	(e)	 	—	 	 	—	 	 	(11,700	)(f)	 	833	 	
 	 		 		 		 		 		 		 	
OPERATING INCOME	 	 	98,204	 	 	9,815	 	 	2,614	 	 	18,742	 	 	3,760	 	 	133,135	 	

OTHER INCOME/(EXPENSE)	

 	

 	

 	

 	

 	

 	
 	
Interest expense	 	 	(35,226	)	 	(32,708	)	 	(5,645	)	 	—	 	 	(13,206	)(d)	 	(86,785	)	

Interest and other income (expense), net	

(3,530	
)	
 	
192	

156	

—	

—	

(3,182	
)	
 	 		 		 		 		 		 		 	
Income (Loss) from Continuing Operations Before Reorganization Items, Net Gain on Discharge of Debt and Fresh Start Adjustments	 	 	59,448	 	 	(22,701	)	 	(2,875	)	 	18,742	 	 	(9,446	)	 	43,168	 	

Reorganization Items	

—	

—	

(7,330	
)	
 	
—	

—	

(7,330	
)	
Net Gain on Discharge of Debt	 	 	—	 	 	—	 	 	131,560	 	 	—	 	 	—	 	 	131,560	 	
Fresh Start Adjustments	 	 	—	 	 	—	 	 	(56,771	)	 	—	 	 	—	 	 	(56,771	)	
 	 		 		 		 		 		 		 	
NET INCOME (LOSS) FROM CONTINUING OPERATIONS	 	$	59,448	 	$	(22,701	)	$	64,584	 	$	18,742	 	$	(9,446	)	$	110,627	 	
 	 		 		 		 		 		 		 	
NET INCOME FROM CONTINUING OPERATIONS—LIMITED PARTNERS	 	$	53,473	 	 	 	 	 	 	 	 	 	 	 	 	 	$	103,628	 	
 	 		 	 	 	 	 	 	 	 	 	 	 	 	 		 	
NET INCOME FROM CONTINUING OPERATIONS—GENERAL PARTNER	 	$	5,975	 	 	 	 	 	 	 	 	 	 	 	 	 	$	6,999	 	
 	 		 	 	 	 	 	 	 	 	 	 	 	 	 		 	
BASIC NET INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT	 	$	1.01	 	 	 	 	 	 	 	 	 	 	 	 	 	$	1.96	 	
 	 		 	 	 	 	 	 	 	 	 	 	 	 	 		 	
DILUTED NET INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT	 	$	1.00	 	 	 	 	 	 	 	 	 	 	 	 	 	$	1.94	 	
 	 		 	 	 	 	 	 	 	 	 	 	 	 	 		 	
BASIC WEIGHTED AVERAGE UNITS OUTSTANDING	 	 	52,743	 	 	 	 	 	 	 	 	 	 	 	 	 	 	52,743	 	
 	 		 	 	 	 	 	 	 	 	 	 	 	 	 		 	
DILUTED WEIGHTED AVERAGE UNITS OUTSTANDING	 	 	53,400	 	 	 	 	 	 	 	 	 	 	 	 	 	 	53,400	 	
 	 		 	 	 	 	 	 	 	 	 	 	 	 	 		 	
See notes to unaudited pro forma combined financial statements 

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS 
Note 1—Acquisitions 
Link Acquisition 
        The Link acquisition presented in these pro forma statements has been accounted for using the purchase method of accounting and the purchase price has been allocated in accordance with Statement of Financial Accounting Standards No. 141, "Business Combinations". The acquisition consists of the North American crude oil and pipeline operations of Link Energy. The purchase price of approximately $326 million includes cash paid of approximately $268 million and approximately $58 million of net liabilities assumed and acquisition related costs. The acquisition closed and was effective on April 1, 2004. The total purchase price and the related allocation are preliminary as we are in the process of evaluating certain estimates. The purchase price allocation is set forth in the table below (in millions): 
Fair value of assets acquired:	 	 	 	 	
Property and equipment	 	$	256.3	 	
Inventory	 	 	1.1	 	
Linefill	 	 	48.4	 	
Inventory in third party assets	 	 	15.1	 	
Goodwill	 	 	5.0	 	
Other long term assets	 	 	0.2	 	
 	 		 	
 	Subtotal	 	 	326.1	 	

Accounts receivable	

405.4	
 	
Other current assets	 	 	1.8	 	
 	 		 	
 	Subtotal	 	 	407.2	 	
 	
Total assets acquired	

733.3	

Fair value of liabilities assumed:	

 	
 	
Accounts payable and accrued liabilities	 	 	(448.9	)	
Other current liabilities	 	 	(8.5	)	
Other long-term liabilities	 	 	(7.4	)	
 	 		 	
 	Total liabilities assumed	 	 	(464.8	)	

Cash paid for acquisition	
 	
$	
268.5	
(1)	

(1)
Cash paid is net of $5.5 million subsequently returned to us from an indemnity escrow account and does not include the subsequent payment of various transaction and other acquisition related costs. 
SPLC Acquisition 
        The SPLC acquisition presented in these pro forma statements has been accounted for using the purchase method of accounting and the purchase price has been allocated in accordance with Statement of Financial Accounting Standards No. 141, "Business Combinations." The purchase consists of the acquisition of Shell Pipeline Company LP's ("SPLC") interest in certain entities. The principal assets of the entities include interests in certain businesses from Shell Pipeline Company, including its interests in the Capline Pipe Line System, the Capwood Pipe Line System and the Patoka Pipe Line System. The purchase price of approximately $158.5 million includes transaction and closing costs. The 

acquisition closed and was effective on March 1, 2004. The purchase price allocation is as follows (in millions): 
Crude oil pipelines and facilities	 	$	151.4	
Crude oil storage and terminal facilities	 	 	5.7	
Land	 	 	1.3	
Office equipment and other	 	 	0.1	
 	 		
Total	 	$	158.5	
 	 		
Note 2—Pro Forma Adjustments 
        The pro forma adjustments are as follows: 
a.
Elimination of purchases and sales related to transactions between PAA and Link Energy. 
b.
Reversal of historical depreciation in the amounts of $5.1 million and $0.9 million in the six-month period ended June 30, 2004 as recorded by Link Energy and SPLC for the three months and two months prior to acquisition, respectively and $21.8 million and $5.3 million for the year ended December 31, 2003 as recorded by Link Energy and SPLC, respectively. 
c.
Recording of depreciation based on the straight-line method over average useful lives ranging from 5 to 50 years in the amounts of $1.9 million and $0.7 million in the six-month period ended June 30, 2004 for the assets acquired from Link Energy and SPLC, respectively and $7.6 million and $4.0 million for the year ended December 31, 2003 for the assets acquired from Link Energy and SPLC, respectively. 
d.
Adjustment to interest expense for the increase in long-term debt from draws on our revolving credit facilities to finance the acquisitions using an average interest rate of 3.1% for both periods presented. The increase in long-term debt of $268 million for the Link acquisition resulted in incremental interest expense on a pro forma basis of $2.1 million in the six-month period ended June 30, 2004 and $8.3 million for the year ended December 31, 2003. The increase in long-term debt of $158.5 million for the SPLC acquisition resulted in incremental interest expense on a pro forma basis of $0.8 million in the six-month period ended June 30, 2004 and $4.9 million for the year ended December 31, 2003. The impact to interest expense of a 1/8% change in interest rates would be approximately $0.5 million per year. 
e.
Reclassification of gain on sale of assets from Other (Income) Expense as shown in Link Energy's historical financial statements to conform to PAA's presentation. 
f.
Elimination of the gain on sale of assets in October 2003 resulting from Link Energy's sale of the ArkLaTex assets to PAA, which is included in Link Energy's historical financial statements. 

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Exhibit 99.1
PLAINS ALL AMERICAN PIPELINE, L.P. UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS For the Six Months Ended June 30, 2004 (in thousands, except per unit data)
PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS For the Twelve Months Ended December 31, 2003 (in thousands, except per unit data)
PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS