Welcome to the Plains All American Pipeline third quarter 2009 results conference call. During today's call, in addition to reviewing the results of the prior period, the participants will provide forward-looking comments on the Partnership's outlook for the future. Accordingly, in doing so, they will use words such as believe, estimate, expect, anticipate, et cetera. The Partnership intends to avail itself of Safe Harbor precepts that encourage companies to provide this information and directs you to the risks and warnings set forth in Plains All American Pipeline's most recently filed 10-K, 10-Q, 8-K and other current and future filings with the Securities and Exchange Commission. In addition, the Partnership encourages you to visit its website at www.paalp.com, in particular, the section entitled Non-GAAP Reconciliation, which presents certain commonly used non-GAAP financial measures such as EBITDA and EBIT, which may be used here today in the prepared remarks or in the Q&A session. This section of the website also reconciles the non-GAAP financial measures to the most directly comparable GAAP financial measures and includes a table of selected items that impacts comparability with respect to the Partnership's reported financial information. Any reference during today's call to adjusted EBITDA, adjusted net income and the like is a reference to the financial measure, excluding the effect of selected items impacting comparability. Today's conference will be chaired by Greg L. Armstrong, Chairman and CEO of Plains All American Pipeline. Also participating in the call are Harry Pefanis, Plains All American's President and COO, and Al Swanson, Plains All American's Senior Vice President and CFO. I will now turn the call over to Mr. Greg Armstrong. Please go ahead.

Thank you, Michelle. And good morning to everyone and welcome. In addition to Harry and Al, we also have several other members of our management team available for the question-and-answer session, including Pat Diamond, our Vice President responsible for Strategic Planning. Roy Lamoreaux, our Manager of Investor Relations, is also here. As a reminder, the slide presentation we will be referring to in this call is available on our website at www.paalp.com. Plains All American has been very active and productive in the four months since the end of the second quarter. We delivered solid operating and financial results, acquired the remaining 50% interest in PAA Natural Gas Storage, raised approximately $1.2 billion in the capital markets at very attractive rates, and increased our annualized distribution by $0.06 or 1.7% to $3.68 per unit. We also ended the third quarter with a solid balance sheet and over $1.6 billion of available committed liquidity, of which approximately $260 million was used in early October to prepay our 7.125% notes. With regards to financial results, as illustrated on slide three, yesterday we reported EBITDA of $242 million and net income of $122 million or $0.65 per diluted unit. Excluding the selected items impacting comparability listed in the table at the bottom of slide three, our adjusted EBITDA was $234 million and adjusted net income was $114 million or $0.59 per diluted unit. As shown on slide four, this marks the 31st consecutive quarter of delivering results in line with our guidance. During the remainder of today’s call, we will focus on the topics listed on slide five, which include the comparison of actual performance to guidance and operational assumptions incorporated into our future guidance, capital projects and acquisition activities update, capitalization liquidity at the September 30, 2009 and recent financings, our fourth quarter 2009 financial guidance, we’ll also focus on the positive performance of PAA’s assets and business model over the last few years and provide some preliminary 2010 EBITDA guidance and growth capital investment plans. With that, I’ll turn the call over to Harry.

Thanks, Greg. During my portion of the call, I'll review our third quarter operating results compared to the midpoint of our guidance issued on August 5, 2009, discuss the operational assumptions used to generate our fourth quarter 2009 guidance, and discuss the progress of our expansion capital program and our acquisition activities. Let me start with our operating results for the third quarter. As shown on slide six, adjusted segment profit for the Transportation segment was $135 million or $0.50 per barrel. That’s about $8 million above the midpoint of our guidance range. Higher than forecasted pipeline loss (inaudible) and about $3 million of lower than forecasted G&A expenses were the primary drivers for the over-performance relative to our guidance. About $1.5 million of the pipeline loss allowance amount was a correction to a prior period, which had an offsetting impact on our marketing segment. Our pipeline volumes for the quarter were about 2.9 million barrels per day, which was approximately 5% lower than guidance. Our revenues were basically in line with our guidance due to the volume mix in the quarter. Adjusted segment profit for the Facilities segment was $59 million, or $0.27 a barrel, and that’s about $6 million above the midpoint of our guidance range. The PNGS acquisition, that’s our natural gas storage entity, contributed approximately $3 million of the (inaudible) performance. The remaining benefit was primarily attributable to the revenue recognition of minimum annual throughput fees from one of our customers. Average capacity of 61 million barrels per month for the third quarter was up slightly from guidance of $60 million per month as a result of owning 100% of PNGS for one month during the period. Adjusted segment profit for the Marketing segment was $37 million, or $0.53 per barrel, which is about $6 million…

Thanks, Harry. During my portion of the call, I will update our capitalization and liquidity, provide a review of our recent financing activities, and discuss our guidance for the fourth quarter of 2009. We remain committed to a proactive financial growth strategy that maintained a strong capital structure and significant liquidity to enable us to execute on our growth initiatives. In this regard, over the last four months, we have been very active on the financing front, raising approximately $1.2 billion in the capital market and also renewing one of our committed bank facilities. In July, we completed $500 million offering of three-year senior notes. This capital is being used to supplement capital available under our hedged inventory facility. Since the maturity of the notes extend beyond one year, for GAAP purposes, the debt is classified as long-term. As we indicated on our call last quarter, we will disclose each quarter our adjusted long-term debt-to-capitalization ratios and adjusted long-term debt to adjusted EBITDA ratios that in consistent with the way we have reported them in the past. That is, treating debt that is used to finance hedged inventory as short-term debt. At September 30, 437 million of the proceeds of these notes were used to fund hedged inventory. Accordingly, our adjusted long-term debt ratios are calculated after reclassifying that amount in the short-term. At the risk of stating the obvious, this adjustment is a reclassification between categories only. There is no change in total debt and no change in any ratios calculated using total debt. We have included the table summarizing the debt classification adjustment in our press release tables. Staying with our inventory financing activities for a moment, in late October, we renewed our 364-day committed hedged inventory facility at a size of $500 million. We had excellent support…

Thanks, Al. Before I discuss our preliminary guidance for 2010, I think it would be worthwhile to put the trials and tribulations of the last 27 months and PAA’s performance during that period into perspective. Although PAA is certainly not immune to the effects of the macroeconomic slowdown, PAA’s asset base and its business model are designed to be countercyclically balanced to be able to generate a solid baseline of EBITDA and distributable cash flow in almost any environment with the opportunity to exceed that baseline in certain market conditions. Over the last 27 months, PAA has had the opportunity to demonstrate the performance of this asset base and business model in a number of extreme environments that when taken together constitute a realized stress test that validates theoretical spreadsheet testing. Specifically, it is described on slide 14, since July 2007, crude oil has been as high as $147 a barrel, as low as $32 a barrel, with backwardation as wide as $11.50 per barrel and contango as wide as $8.50 per barrel. Basic differentials have compressed significantly with West Texas sour crude averaging an approximate $1.35 per barrel discount to WTI for the first nine months of 2009 as compared to the previous five-year average differential of $4.50 per barrel. The Gulf Coast experienced three back-to-back hurricanes, including Ike, which scored a direct hit on Houston; a high profile competitor and a meaningful player in the crude oil space imploded; the financial community in our banking system has been plagued by chaos and instability causing major banking failures and forced mergers and resulting in dramatic government intervention. The US and many parts of the world have been in the throes of a major recession. The AMZ MLP index hit a high of 343 in July 2007 and a low…

Certainly. (Operator instructions) First question comes from the line of Brian Zarahn of Barclays Capital. Please go ahead. Brian Zarahn – Barclays Capital: Good morning.

Good morning, Brian. Brian Zarahn – Barclays Capital: On the Transportation segment, pipeline volume were down below guidance. Can you talk a little bit about what was behind that? Was it weak refinery demand, lower imports?

There is variance in so many different pipelines, it’s hard to pinpoint. I’d say basin was down a little bit, but that’s -- an average basin has been on target for the year, which could have some monthly variations. And that was probably the one pipeline system that had little more variance than the others. Brian Zarahn – Barclays Capital: In terms of acquisitions, can you talk a little bit about the Tulsa acquisition, how it fits in with your Cushing assets?

Well, it’s -- the tankage had been pretty much used by Holly for its refinery supply. It does have -- we do have connectivity -- pipeline connectivity between the Cushing terminal and Holly’s refinery. And we have struck an arrangement with Holly (inaudible) contango opportunities. We would share the contango opportunities (inaudible) tankage of Cushing and our sort of supplying at Cushing.

Yes, Brian, basically it’s backed by a long-term use agreement. So we get a guaranteed rate of return on the low end and we get upside for the contango opportunity. So we’re able to do the same strategies in Tulsa that we do in Cushing, but the connectivity there is why it’s important to get those pipelines. Brian Zarahn – Barclays Capital: Okay. And just looking at the higher level, what kind of opportunity set do you see from the large integrateds that are pursuing a lot of asset sales over the next one or two years?

We have purchased a lot of assets from the integrated historically. So we think we are as well positioned as anyone to acquire extreme assets that we would consider selling.

I would say, Brian, we certainly welcome the opportunity and the fact that they have made a public statement generally means they are going to go ahead and follow through on that. There certainly will be other competitors for those assets, but a lot of these assets we’ve studied and in some cases approach the majors in the past trying to do a deal on and been rebuffed. And so it’s not as if we’re going to have to start from scratch learning about the assets they want to sell. Whether we are the winner or not, we will be really a function of just what synergies we can see with those assets versus our competitors and the relative cost of capital. Brian Zarahn – Barclays Capital: Thank you.

Okay, thank you. And the next question comes from the line of Darren Horowitz of Raymond James. Please go ahead. Darren Horowitz – Raymond James: Hey, guys, good morning.

Good morning, Darren. Darren Horowitz – Raymond James: Greg, in your outlook commentary, you were talking about your expectation for aggregate crude oil differentials to essentially remain consistent with where they are today. But when you dig a little bit deeper into the various grades, does anything stand out to you? I mean, we see sour differential has been pressured for a while, but the forward curve for crude oil has improved at a pretty decent pace. So wouldn’t that make sense that this might widen out a bit?

Well, you’ve got a lot of issues going on. You’ve got fundamentals when you got money flows impacting it. We added a slide that’s in the appendix there, and if you look, I think it is slide 21, and it shows both for US domestic grades and then also for Canadian grades just extreme tightening in the different (inaudible). So it’s hard for us as we’re providing 2010 guidance to say we are smarter than the market and that we are going to forecast that it widens. It seems with the uncertainty about the economy, because to some extent, that forward curve to be correct, and I’m not saying the financial players are wrong. But consumption is going to have to pick up sometime here pretty soon. In the US, we are running about $18.5 million barrels day of petrol demand. That’s versus 20.7. So we’re down about 10%. And I guess what we are communicating is that until we start to see actually the demand turn around, we’re not so sure that the forward curve is supportable. And yet on the other hand, there is a lot of really smart money betting on that forward curve saying it is coming. So I hope they are right and we are wrong, because our numbers are going to get better. But it was easier for us to tell you what we think we can do if we have a continuation of this weak environment and that the economy really does take a while to turn around. Darren Horowitz – Raymond James: Right, yes. I appreciate the color. And I agree I think it’s prudent the set the base case pretty low. Switching gears over to your expansion capital slides eight and nine respectively, just a quick housekeeping item. I notice that the Patoka expansions got scaled back by about 10 million. Specifically it looks like phase three got pushed out a bit. Can you give us a little bit more color there?

I think it’s just really timing issues on -- if you’re talking about page eight, we had -- I think what Harry was saying, of the net capital, we added 15 and then only translated them to a net increase of 10. And part of that is just simply those capital just getting pushed out the actual expenditure of capital into next year. I think the actual timing for the projects coming on stream is the same. It’s just when we pay the bills. Darren Horowitz – Raymond James: Okay. And then just one final question for you, Greg, within the pipeline segment, when you look at the Gulf Coast on Capline, is there anything there in your forecasted sequential decline for throughput that causes you concern that that base level may continue into 2010?

You’re talking about the 190,000 barrels a day? Darren Horowitz – Raymond James: Yes. Down from what you guys reported what was what -- about 205,000 in the third quarter.

I think that Capline, when you look at some of the Canadian pipelines coming into the Patoka area in 2010, our forecast for 2010 does anticipate Capline volumes to be little lower than they have been in 2009. So we do expect a little bit of impact on Capline in 2010. Let me just get back to you on Patoka. I think Patoka, there has been a little bit of reduction in our expected cost on Patoka. Darren Horowitz – Raymond James: Okay. I appreciate the color. Thanks, guys.

Thank you.

Thank you. Next question comes from the line of Dave Warren [ph] of Banc of America. Please go ahead. Dave Warren – Banc of America: Hey, good morning, everyone.

Good morning, Dave. Dave Warren – Banc of America: Couple of questions. This Holly Corp. sale -- the Holly Corp. sale-leaseback transaction, kind of the shared contango upside, is that something that you’ve got in other types of contracts that you’ve got around some of your storage? And also just curious kind of how that transaction came about, whether you approached Holly or whether Holly approach you as part of their recent refinery acquisitions? I guess whether you see any sort of similar sale-leaseback transactions happening with other independent refineries?

As far as upside sharing and contango, I think that’s really the only one that we have and it was just a negotiation between what the minimum rate versus how much upside do you share. As far as who approached who, I’m not sure really there is any relevance from our perspective to our decision to invest there. I will say that we certainly think Holly is a well-managed company, and the ability to do business with them and get -- build upon that relationship, this is a step that enabled [ph] to do it. They -- by combining the two Tulsa refineries, they are probably going to extract longer-term synergies than either refinery could have done individually. But as far as trying to take that investment opportunity, sale-leaseback transaction and replicate in other places, that’s not on our radar screen right now. Dave Warren – Banc of America: Okay. And then a second unrelated question pertains to the current county oil discoveries that OXY announced in July. Given the size of that, I guess, do any of your legacy PPX assets stand to benefit from that? And down the line, do you see gross capital potential there to invest there?

Yes, there is upside opportunity there. We’ve got two pipelines that have unrealized capacity from Bakersfield into the Los Angeles area, and then we also have a pretty decent infrastructure in the San Joaquin Valley from a gathering area perspective. So to the extent there is increased production, I mean we think we will, at a minimum, participate pro-ratably in any volume increases in that area. As far as immediate plans for building additional infrastructure out there, there has not been any announcements in anything that would happen in California, as you know, is preceded by the extended permitting process. I think you will see it when it comes. Dave Warren – Banc of America: Okay. Thank you.

Thank you. Next question comes from the line of Ross Payne, Wells Fargo. Please go ahead. Ross Payne – Wells Fargo: Hi, guys.

Hey, Ross. Ross Payne – Wells Fargo: First question is, are you seeing any uptick in oil drilling and oil production, lower 48, just with the Bakken and other areas and how that may impact you guys maybe one or two years out?

Ross, I think it’s really somewhat producer dependent. But the answer to your question is yes, we are seeing some in West Texas where rigs are getting picked up. Oil prices clearly went from a very high level to a very low level. And service costs were a little bit stickier on the way down. Things have settled down quite a bit, and we are seeing the producers able to target economics and to see the visibility of those economics materialize through the cost of drilling, the efficiency of drilling and then also just the prices have stabilized at a good range. And then the upside as far as in the Bakken, I mean, that’s just a continuation. Again -- but it’s going to be a producer-by-producer situation.

Yes. We’re seeing volume increases on the Bakken on both sides of the border and have assets that I think will benefit by increased Bakken production in Canada and in the US. Ross Payne – Wells Fargo: I know you touched on it a bit earlier, but what -- from a timing standpoint, where is Pier 41 [ph] now? Is it continuing to move forward, and what are your expectations there?

The 400? Basically where we are is we’ve had a challenge to the permit that was approved by the port and the city council. We expect that is something that is going to take probably six months or so to resolve. So we’re really in a position where it’s not prudent to spend capital, meaningful amounts of capital on that project till the litigation has been resolved. Does that cover it? Ross Payne – Wells Fargo: Yes, that’s it for me. Thanks, guys.

Thank you. And the next question comes from the line of Michael Blum, Wells Fargo. Please go ahead. Michael Blum – Wells Fargo: Hi, everyone. Just one question. You mentioned that in the Marketing business, you were experiencing higher LPG margins. Can you just talk about what the drivers of that are and how you see that moving forward into 2010?

That’s seasonal business. So we’re going to see higher margins in the fourth quarter and first quarter than we would in the second and third quarters of any year. It’s been driven right now by some early cold weather in October and some delayed crop drying. So all of that helps benefit our fourth quarter forecast. Michael Blum – Wells Fargo: Do you see any change in the import activity for LPGs going forward?

LPGs? Michael Blum – Wells Fargo: Yes.

Not anything meaningful.

I think, Michael, one of the challenges that’s on the entire system right now is what to do with the amount of gas that’s being generated and you’re ending up with, for example, in the Marcellus and other areas, some of those are fairly high liquids content. And so I think whatever view you might have had two or three years ago about importing LPG is probably in the process of changing right now because of the domestic supply increase that we’re going to be seeing. Michael Blum – Wells Fargo: Thank you.

I think that opens up an issue as to -- for transportation pipelines, you’re going to have to move it around the US, but I think it just shifted from a focus on foreign to domestic.

Okay, thank you. And the next question comes from the line of John Edwards, Morgan Keegan. Please go ahead John Edwards – Morgan Keegan: Yes, good morning, everybody.

Good morning, John. John Edwards – Morgan Keegan: Just a quick question. In your 2010 guidance, could you maybe (inaudible) you said this first. What was the marketing margins that you assumed and imbedded in that guidance?

We haven’t provided that level of granularity yet. We typically don’t do that until the February phone call. But you can assume that it’s fairly conservative based upon the macroeconomic energy environment that we spoke to there. I don’t recall, Al. It’s probably close to the fourth quarter numbers, skewed by the LPG?

Yes, yes. Clearly we are looking at more second half versus the first half, especially the first quarter of this year. First quarter was strong. We’re looking (inaudible) back in. But we normally don’t provide that at this point.

Yes. I do think we said in the 8-K or I can say is that probably we expect the marketing contribution to be roughly in the 25% to 30%, which would suggest to you that, assuming volumes are comparable, you’re going to be in the same reasonable range margin per barrel as before. John Edwards – Morgan Keegan: Okay, great. Thank you very much.

Okay, thank you. (Operator instructions) We have a question from the line of Yves Siegel, Credit Suisse. Please go ahead. Yves Siegel – Credit Suisse: Thank you. Good morning.

Good morning, Yves. Yves Siegel – Credit Suisse: On the CapEx preliminary guidance for 2010 of $300 million to $400 million, how much of that would be just completing the projects that are on the slide? How much is the new project, I guess, is the other way to look at it.

Some of these projects were on various expansions, but I would say a fairly high percentage of it is probably in the 50% to 60% at least is in that range. To us, Yves, some of these lose a little bit of identify, as we go, for example, on Pine Prairie. Obviously, we’ve got the carryover activity from Cavern Well 3, but we are starting Cavern Well 4. And so that’s in that number. Whether you want to view that as a new project or simply a continuation of existing project, there is not necessarily any, what I recall, significant groundbreaking on brand new projects. So it’s really continued expansion. Yves Siegel – Credit Suisse: And if I could --

As Harry said, it does not include a big expenditure for Pier 400. And if and when that is ever able to come to fruition, we will certainly let people know we add that to the capital program. Yves Siegel – Credit Suisse: And then in terms of when you think about acquisitions in 2010 perhaps, what’s the ballpark? Typically you target $200 million to $300 million. Potentially what could that number look like in 2010 as some of these assets come on the market and you’re successful?

Well, you stole part of my answer when you referenced it. We always kind of focus in on a rolling average of that $200 million to $300 million. And the reason for that is we just -- we've gotten so big that the bolt-on acquisitions -- we are always looking at things that seem like we can fill up that size basket. I think if you go back and look historically, we may have had years where we only had $150 million of acquisitions, but we also had a year where we had $600 million and $700 million without necessarily any single big one making up 60% or 70% of it. As far as going forward, I would say, we certainly levered our balance sheet up with a lot of liquidity, and we’re not afraid to use it for the right opportunity. We will continue to follow a balanced financing program once we do on something of a combination of a cash flow and equity for at least 50% of it. But clearly if the majors are selling $10 billion of assets, we want more than our fair share of it. Yves Siegel – Credit Suisse: Also just going backwards to organic growth projects, you’ve been real successful in doing scalable projects. Anything in your size other than the Pier 400 that could be relatively a large project? And I’m not talking about the natural gas storage. I guess where I’m moving towards is, could you see yourselves maybe looking at a pipeline project that could be fairly sizable?

Pipeline projects, big, major, large diameter pipeline projects really aren’t in the middle of our real house. We do a lot of plumbing around things to connect things together. But we’re not -- we don’t have any on the drawing board that would be a $1 billion pipeline project. Those would generally take multiple years and have a lot of risk associated with them in terms of both execution and changing market conditions. I will say that there are a number of organic growth projects that we’re looking at that are probably in the $100 million to $200 million range. If you stack up two or three of those, you start getting into that big scale projects, but they are really individually you can scale them up or down. And we like that flexibility in our portfolio. Yves Siegel – Credit Suisse: Okay. And my last question, Greg, anything knew in terms of the relationship with OXY? Are they one of the majors perhaps that could be within that $10 billion bucket of asset sales?

I think if you look at OXY’s balance sheet, they are more on the buying side than the selling side right now. They certainly have opportunities and assets, Yves, on either a joint venture or some sort of working together basis that probably would make sense just because of our skill sets and our asset footprint and their skill sets, balance sheet and their footprint. But it would surprise me. I haven’t heard OXY say that they have got anything major for sale. If anything, I’d look at their balance sheet and say they are buyers, not sellers. Yves Siegel – Credit Suisse: So how does that relationship evolved from the start? Has that been pretty much in line with what you were thinking? Is it -- how would you describe?

I would say, we are just over a year -- slightly over a year into their owning part of the general partner. And I think -- certainly we like what we see and I hope they feel the same way. They have observer rights on our Board meetings, and they have had a chance to see how we do business and I think we have their respect obviously. And if you would go back to when we announced that, we said basically from closing we thought -- while we would jointly agree to pursue things, we thought it was going to be 12 to 24 months before something would come to pass. So I don’t think the absence of any announcement should indicate a change in our approach to each other.

Yves, this is Harry. Just I want to just circle back on your comment about pipelines. Just -- could we build a 100-mile pipeline? Sure. We’ve had some opportunities that we’ve looked at [ph] in the past and have some ideas in the future that could work. But just like Greg said, if we build a major pipeline, it would take years to build and the (inaudible) billion. That’s not in our wheelhouse, as Greg had said.

I think the pipeline projects -- we are looking at it in the couple hundred million dollar range.

Yes. Yves Siegel – Credit Suisse: It’s not like that small change either, though, right?

It just (inaudible) easier today than it did when we first went public in ’98. Yves Siegel – Credit Suisse: All right. Okay. Thanks, guys.

Thank you.

Okay, thank you. (Operator instructions) And there are no further questions in queue. Back to you, gentlemen.

All right. We want to express our appreciation to everyone for their support for attending the call. And we look forward to updating you in February. Thanks.

That concludes our conference for today. Thank you for your participation and for using AT&T Executive Teleconference Service. You may now disconnect.