Welcome to Plains All American Pipeline first quarter 2010 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 outlook for the future, which may include words such as believes, estimates, expects, anticipates or other words that indicate a forward view. The Partnership intends to avail itself of Safe Harbor precepts that encourage companies to provide this type of 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 the website at www.paalp.com. And in particular, the section entitled Non-GAAP Reconciliation, which represents certain commonly used non-GAAP financial measures such as EBIT and EBITDA, which may be used here today in the prepared remarks or in the Q&A session. And 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 impact 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 measures, excluding the effects 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 conference over to Mr. Greg Armstrong.

Thank you, Natalie. Good morning and welcome to everyone. 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, Director of Investor Relations; and Dean Liollio, President of PAA Natural Gas Storage. As a reminder, the slide presentation we will be referring to in this call is available on our website at www.paalp.com. Yesterday afternoon Plains All American reported first quarter performance that met or exceeded the high end of our guidance range. In addition to delivering solid operating and financial results, we recently completed the IPO of PAA Natural Gas Storage. The offering price on April 29th began trading under the symbol PNG on the New York Stock Exchange on April 30th and closing, including the exercise of the underwriters’ over-allotment option, occurred yesterday. As outlined on slide three, by adding PNG as a separate public traded entity, we intend to accomplish several purposes, including the ability to highlight an otherwise under-appreciated aspect of PAA and enhance our ability to make acquisitions in the natural gas storage sector. In that regard, we believe PNG possesses several characteristics that will provide it with a lower cost of capital and enable PAA and PNG to more efficiently expand through acquisitions. These characteristics include low-risk, largely fee-based cash flow underpinned by multi-year contracts; non-depleting, long-lived assets with low maintenance capital requirements; solid visibility for attractive organic growth opportunities; a smaller MLP entity with a lower incentive distribution burden that should translate into a higher growth profile; and a proven, supportive, financially-strong and long-term-oriented sponsor. These attractive characteristics combined with our belief that the natural gas storage business is poised for consolidation, underpins our conviction that having separate publicly traded…

Thanks, Greg. During my portion of the call, I’ll review our first quarter operating results compared to the midpoint of our guidance issued on February 10, 2010, discuss the operational assumptions used to generate our second quarter guidance, and discuss the progress of our expansion capital program and acquisition activities. Let me begin with our operating results for the first quarter. As shown on slide six, adjusted segment profit for the Transportation segment was $134 million or $0.53 per barrel, which totals about $12 million above the midpoint of our guidance range. Transportation segment volumes were down about 4%. However, net revenues were up 3%. The revenue variance is primarily due to a combination of approximately $7 million of higher tariff and PAA revenue and approximately $5 million of lower operating expenses. Approximately $3 million of lower operating expenses were attributable to timing differences and our maintenance and pipeline integrity programs. The bulk of the volume variance was attributable to timing differences with respect to refinery turnaround served by the Capline and Capwood systems. Adjusted segment profit for the Facilities segment was $61 million or $0.31 a barrel, which was in line with our guidance. Segment volumes were about 66 million barrels. Most of the volume variance above the guidance was due to an increase in available takes in our West Texas facilities. Adjusted segment profit for the Supply & Logistics segment was $79 million or $1.04 per barrel, which was in line with the midpoint of our guidance. Segment volumes of approximately 848,000 barrels per day were slightly lower than guidance. LPG volumes were lower than forecasted. However, this was largely offset by higher waterborne crude oil imports and slightly higher lease gathering volumes. Maintenance capital expenditures were $11 million for the first quarter. Although this was lower than…

Thanks, Harry. During my portion of the call, I will discuss our capitalization and liquidity and our guidance for the second quarter of 2010. We remain committed to a financial growth strategy that maintains a strong capital structure and significant liquidity to assist us in execution of our growth initiatives. As summarized on slide 10, we exited the quarter with solid capitalization, approximately $1.1 billion of committed liquidity and credit metrics in line with our target. We’ve further enhanced this solid liquidity position by completing the PNG IPO transaction Greg discussed earlier, which included not only the sale of equity in PNG, but also the establishment of a separate credit facility for PNG. As a result, pro forma for the PNG IPO, including the underwriters' over-allotment option, our consolidated liquidity at March 31st increased to approximately $1.7 billion. This includes approximately $200 million of availability under the PNG revolver. At March 31, our adjusted long-term debt capitalization ratio was 48% and our total debt-to-capitalization ratio was 55%. The total debt ratio is burdened by $1.1 billion of adjusted short-term debt that supports our hedged inventory. This debt is essentially self-liquidating from the proceeds when we sell the inventory. For reference, our short-term hedged inventory at March 31 was comprised of approximately 17 million barrels equivalent with an aggregate value of $1.2 billion. This does not include approximately 13 million barrels equivalent of crude oil, LPG and natural gas that we classify as a long-term asset. This is an often overlooked and positive credit attribute that is somewhat unique to PAA. This liquid but long-term asset has a net book value of $644 million, but its market value is substantially higher and not only serves as a barrier to entry for our competitors, but also provides a large safety net for…

Thanks, Al. Before we open up the call for questions, let me quickly recap the major takeaways from today’s call. First, PAA delivered another solid quarter of operating and financial performance and modestly increased our adjusted EBITDA guidance for the entire year of 2010. Additionally, as Harry mentioned, as the recent structural improvements with the crude oil market continue, they will have a positive influence of our outlook for the rest of the year. Second, we have solid credit metrics and ample liquidity and are well positioned to continue to execute our business plan. Third, our consolidated capital program is progressing as planned, and we remain actively pursuing incremental acquisition opportunities. Fourth, we believe the steps we have taken with respect to PNG’s IPO will further improve our acquisition outlook in the natural gas storage business. And finally, we believe PAA and PNG each provided attractive investment opportunity that provides a low-risk profile with an attractive current yield and positive outlook for future growth. Prior to opening the call up to questions, I would also mention, on the morning of Thursday, June 10, PAA and PNG will plan to host a joint analyst meeting in New York City. If you wish to attend and have not yet responded, please advise our Investor Relations team at 713-646-4222. The meeting will also be webcast live with participation instructions provided at a later date. Thank you for your participant in the call today. We look forward to updating you on our activities in our second quarter call in early August. Natalie, at this time, please open the call for questions.

(Operator instructions) First comment or question comes from the line of Darren Horowitz. Please go ahead – with Raymond James. Darren Horowitz – Raymond James:

Thank you, Darren. Darren Horowitz – Raymond James: Couple quick questions for you. First, given the magnitude of the recent pull-back in crude coupled with what you guys outlined as it relates to the widening sequential contango, has there been any change to your thoughts on crude oil differentials, WTI, WTS in to the back half of this year? I think your initial guidance was forecasting that spread around $1.75. And I’m just curious if you have any concerns volumetrically.

No concerns volumetrically. I think the differentials have probably moved slightly in our favor relative to the first year, but not a significant move. Volumetrically in the field there, we’re still seeing quite a bit of drilling activity and you’ve probably seen it or heard it on several of the other E&P company calls that there has certainly been an increased focus on drilling for oil and liquid versus natural gas has given the differentials between crude and natural gas. Darren Horowitz – Raymond James: If you drill down, Greg, regionally, just focusing on the Gulf Coast, obviously Capline volumes were impacted by some refinery turnarounds. But is there anything within the Gulf Coast market that should stand out for concern?

I think Harry referenced that what we can’t have visibility into is what’s happening in the Gulf of Mexico right now with respect to the oil spill. If it goes – if it drifts far enough east, it could affect imports into Mobile. But as Harry mentioned, if that happens, we think the same volume will just come on around into the Texas coast and we will get it either at St. James or in the Texas area. Darren Horowitz – Raymond James: Okay. And then final question from me, kind of bigger picture, Greg, when you look at pad-three crude volume, specifically imports, and you look longer term at what you could build from a vertically integrated standpoint at both St. James and Patoka, can you give us a little bit more insight as to how both of those two locations grow?

What I can tell you, there is a lot of activity going on behind the screens right now, clearly because of the multiple grades and varieties. As always, to the outside observer, it perform differently than you would think logic would dictate. In some cases, we’re moving crude north on Capline. At the same time, a pipeline running not quite parallel but somewhat parallel the Capline is moving crude south. And the reason for that lot of times is – are that the grades in the quality. I think there are some nuances going on in the market right now with respect to transportation differentials that will also add a little bit of chatter to that activity. So ultimately that will probably translate into more need for tankage, both at St. James and Patoka. And so from that standpoint, I think it’s ultimately a positive. It’s going to take, I think, several years for some of these issues to sort themselves out because of the fact pipeline capacity has got ahead of some of the import or the Canadian crude oil import capacity, which has obviously had an impact also on differentials, the cutback in refineries at the same time. So there is just a lot of noise, if you will, going on in the background there. But ultimately, I think it basically is positive for a lot of parts of the infrastructure we are involved in particularly with respect to tanks at Patoka and St. James. Darren Horowitz – Raymond James: Thanks. I appreciate it, Greg. Keep up the good work.

Thank you, Darren.

Thank you. Our next comment comes from the line of John Tysseland with Citigroup. John Tysseland – Citigroup: Hi, guys. Congratulations on your transactions. Couple questions. Just on the – you had mentioned the risk of potentially Mobile getting shut down if things continue to move east, but is there any risk in your mind of the LOOP closing down at this point? What have you heard on that? And just kind of any updates around that happening.

We have not heard anything about Loop. We talked to several customers and they are still forecasting volumes that to move through (inaudible) LOOP to continue through the month. Of course anything can happen, but that’s a sort of the status as of today and what sort of our customers’ expectations are.

I might just comment, John, that if it does happen – and our number one goal, we want to make sure our customers have the crude they need to keep the refineries running. And if in fact something did happen, and let’s go back sometimes when the hurricanes come through and you see some of those areas likely impacted. We’ve been able to shift volumes around on our system coming from West Texas and also, as Harry mentioned, we’ve got quite a bit of oil in our tanks and our pipelines. And so our goal will be to make sure we don’t let our customers run out of crude. And in the process of doing that, I think the incremental margin we may make on that, which certainly we think at least offset the potential loss of revenue if in fact it did have something happen at the LOOP system. John Tysseland – Citigroup: So is another way of looking at that is that if the LOOP got shut down you would see some regional price volatility or dislocations to where crude would flow there, vis-à-vis pipeline from either the Houston, Beaumont, or West Texas area and there's enough diversity of supply to get that there via pipeline?

I think there is enough diversity of supply and inventory in the tanks that ultimately the commercial aspects of the market will settle itself out. They always balance the market. They don’t price up a particular grade or location of crude in a way that it’s going to basically force it out of tankage or basically call some of the pipelines to redirect. John Tysseland – Citigroup: Excellent. And then also last, on Patoka, I mean, any kind of update as to the Keystone expansion coming on line and seeing volumes coming in there, and what that has done to the pricing in Patoka or any kind of other volatility? You spoke about it a little bit, but I know – with that on-line now, there might be some – I guess what are you looking for over the course of the next six months, 12 months as that ramps up in volume?

We haven’t heard anything that would indicate that Keystone is any faster or slower than the timing that they have got out publicly. Our tankage is committed all at Patoka. So I mean, at this point we’re looking more towards fully utilization of the tankage we’ve got, as Harry mentioned, and then potential expansion. I mentioned earlier, I think some of the cross current, is there’s several pipeline expansions that are either have come on or coming on in the very near term. And obviously as an entire transportation universe, everything is working right now. So when you bring on more to pass, it’s going to cause ripples. But ultimately I think that just turns into a little bit of regional volatility, which again should be favorable for those with tanks and the ability to build more tanks. John Tysseland – Citigroup: I guess when you – when you mentioned earlier that you saw the pipelines getting ahead of more or less the terminals, do you still see increased terminal capacity coming into Patoka on an organic growth perspective?

I think the answer to that is yes. And my comment, I may have misspoke earlier. It really was that I think the pipelines have got ahead of the production capacity, and to some extent, we’ve seen refinery imports, which may have averaged in the high 14s, like around the low-14 million barrel day rate, sometimes in the 13.8. And so there is going to be excess pipeline capacity there for a while. Some of these shippers have commitments on there to throughput. And so, yes, I think it will strain some of the terminals with that and companies such as PAA that are able to do both on expansion activities and attractive economics we think we should benefit in. I would hope we would continue to see Patoka expand just as we’ve seen Cushing and we’ve seen St. James. John Tysseland – Citigroup: And then last question, any view on another competitor coming into Cushing that we heard about on a call here recently in a new build project in Cushing?

There is lot of interest, but no comment. John Tysseland – Citigroup: Fair enough. Take care, guys.

Thanks, John.

(Operator instructions) The next one comes from Jeremy Tonet with UBS. Please go ahead. Jeremy Tonet – UBS: Good morning.

Good morning, Jeremy. Jeremy Tonet – UBS: Just a question, now that PNG is publicly traded, when you guys are thinking about acquisition opportunities, how do you think about allocating them between PAA and PNG? Would all nat gas opportunities go to PNG or is the decision more driven by a risk profile? Any color on that?

I’d say, if you look through short-term aberrations that I’ll sort of go back to, our goal is to have PNG be the natural gas storage platform for the entire PAA organization. So preferentially, we’re going to just basically look to do all the gas storage acquisitions in that entity. I think there are a couple of things that I think you’re alluding to that would make sense. If we acquire a bigger entity that has a combination of petroleum products, whether it be crude or refined products and then also have gas storage in it, we may end up initially taking it all in to PAA and then dropping it down. In addition, while PNG is growing very rapidly, it has a lot of visibility of organic growth. If we made an acquisition that was so sizable that it might overwhelm PNG’s capital structure and we didn’t want to dilute the near-term growth in the per-unit basis that we built in organically and let that have a chance to mature, I think there is certainly the opportunity for PAA to warehouse all or a portion of a much larger acquisition out there, but again with the intent to ultimately have it reside in PNG. I can say on both behalf of PNG and PAA, our goal is not to try and arbitrage capital or acquisition opportunities between PAA and PNG. It’s really just to facilitate the growth. And our interests, as I mentioned earlier, are so aligned because of our large equity ownership position and the fact that we participate, if we’re successful, disproportionately in the future growth really encourage us to make sure that PNG is successful on its own right and we are here just to facilitate that. Jeremy Tonet – UBS: That’s great color. I was also wondering about if there's pure-play, long-haul, natural gas pipelines or natural gas gathering and processing, how you would think about those types of acquisitions as well.

N: Jeremy Tonet – UBS: That's very helpful. Thank you.

Thank you.

Thank you. Our next one comes from Brian Zarahn with Barclays Capital. Please go ahead. Brian Zarahn – Barclays Capital: Good morning.

Good morning, Brian. Brian Zarahn – Barclays Capital: Can you give us a little more color on Capline? It looks like volumes were a little bit lower than expected but you raised your full year guidance.

Volumes were lower because there were refinery turnarounds on the system. Those are done for the year. It’s really just a matter when we thought the turnarounds would occur during the year. And we’ve got an additional interest in Capline and we’ve got more volume committed to it with more volume on it because of the additional capacity. Brian Zarahn – Barclays Capital: No impact from Keystone, no change in view of that, in terms of your volumes on Capline?

Long-term, there could be a little bit of an impact from Keystone on to Capline, but we don’t see anything significant. And really – I don’t really think there is going to be a whole lot – it's not like they are shut in Canadian crude that’s not finding the market. It’s just the route that’s getting the market. So the first thing that will happen is that Keystone will reshuffle the way crude is being moved into the US. It will go on Keystone and off of some of the existing pipelines. And so I don’t see a tremendous impact on our Capline space because of –

There is nothing – there is no new development that would change our view of what we have forecasted for the year because it was already incorporated into that outlook. The other element that is kind of favoring Capline over the long-term is clearly it’s been set up to bring in condensate. It may not ship on our space. It will ship on other space. But that again consumes part of the total pipeline capacity and then that goes up to Patoka and then into some of the new pipeline – Southern Lights, which is going to take condensate up here into Canada, which will facilitate more southern movements. Brian Zarahn – Barclays Capital: If I can get maybe a little bit of an answer – excuse me, a reaction on Cushing. Another competitor is looking to enter with a 2 million barrel project. Enbridge is looking at capacity, a very large MLP, looking to grow its crude oil business and has a position in Cushing already. Obviously inventories are rising, Canadian crude is supposed to come down. A lot of puts and takes, but can you give us a broader review of how you think of the competitive landscape in Cushing for storage?

Well, I mean, certainly we are far from dominant in Cushing. And the feedback from the government listings [ph], we have plenty of competition in Cushing and this just proves it. I do think that we have probably one of the most favorable land positions and our location of our header system, nobody has to do a header systems and the ability to hit all the pipelines the way we do. And so when people say they are in Cushing, I mean, they could literally build 20 miles from the manifold and claim they are in Cushing. And that’s not the same as being at Cushing central. That’s just one observation I would pass. The second one is that because of what we just talk about, I don’t think anybody can build incremental tanks in Cushing at the low cost that we can and provide the higher service. So we – people may build, but that doesn’t necessarily mean that it’s going to be a preferred location. Brian Zarahn – Barclays Capital: So you're not concerned by the increasing amounts of supply in Cushing in terms of how it may affect pricing for contracts?

Long-term, Brian, I mean, there is no question. Every market always gets overbuilt. And so at some point in time, there is an overbuilding and consolidation with a view toward that. I can’t recall if it was this last conference call that we had in February or the one in November, but we’ve termed up a lot of our contracts for an extended period of time at rates that we think are very attractive with customers that are going to use tankage regardless whether there is a contango market or not. And so I think that’s distinctive for PAA. And some of these others that you mentioned I think are more project type financing deals and not really a business platform. Ultimately, those types of things may make a return on and investment, but they don’t necessarily make a business. And so the question will be, do they become acquisition opportunities later on. So there is a silver lining to a lot of different clouds. Brian Zarahn – Barclays Capital: Okay. Thanks, Greg.

Thank you.

Thank you. (Operator instructions) The next line comes from Ross Payne with Wells Fargo. Please go ahead. Ross Payne – Wells Fargo: How are you doing, guys?

Hey, Ross. Ross Payne – Wells Fargo: I guess, Greg, the question that I've got is if you go back about six or nine months ago, it felt like you guys were ready for a good bit of acquisitions. Obviously PNG was peeled off here recently. It also feels like there's a lot of acquisition opportunity there. Would you say that the opportunities on the acquisition front are greater at PNG now than they are at PAA, or how would you characterize that?

I would say they are both equally attractive. I think we are better equipped at the gas storage activity level because we now have PNG as a publicly traded entity. So I think we’re going to have a chance to close some of the bid/ask spread there, not necessarily by overpaying, not at all, but by being able to basically strip out a portion of our business that has probably some of the best MLP characteristics of any type of industry out there. And I kind of went through those earlier, so I won’t repeat them. And so that’s the reason why it has a low cost capital, it has good growth and it has extreme stability and high contracts and et cetera, et cetera. So I think our ability to compete for what we think are several billion dollars worth of natural gas storage opportunities has been enhanced. I think you are correct. It was several months ago that we announced that we had doubled our acquisition staff. And we did that with a view not for the next six months when we made that comment, but for the next 18 to 24 months we just think that there is a tremendous window of opportunity to take advantage of some attractive acquisition opportunities out there coming from everywhere from the majors to some extent with the momentum out of the space a little bit, with demand slowing down. We’re getting the chance, when the tide goes down, to see really who is well equipped, so to speak, in that environment. So I think we’ve got a chance to consolidate and add too. So we’re very – we've put a lot of our focus in on expanding through acquisitions, and we think they are both good at both PNG and PAA. Ross Payne – Wells Fargo: Great. And finally, can you kind of talk generally about the kind of assets you are seeing on the PAA side?

I can. I mean, generally we talked about it a little bit last time. I mean, clearly there are major divestiture programs coming from some of the majors. There is also some of the resource plays are causing independence to evaluate their capital needs and looking for ways to get some of the infrastructure either bought or built. So it’s really in that arena as well as just I think some consolidation opportunities. While I’m on the subject, let me not forget. I mean, one thing that we’ve always done is we’ve always kept a strong balance sheet. And I want to make sure that you realize this. We’re not going to sacrifice that even though we’re talking aggressively about acquisition. And in fact, if you look at the other arrows we’ve simply added to the quiver lately, I think Al took you through the pro forma numbers with this recent capital raise and it’s really dropped us down to 46% debt-to-total cap, debt-to-EBITDA numbers that are very in line with and not conservative to the range that we would say are credit metrics. So yes, I think you’re going to see from our best capital providers that we’re taking care of business on the capital structure, yet still positioning to take advantage of attractive opportunities. Ross Payne – Wells Fargo: Great. Greg, that's very helpful. Thank you.

Thank you, Ross.

Thank you. (Operator instructions)

Natalie, if there is no other question, we’ll go ahead and conclude the call. Again, I want to thank everybody for their support of PAA and PNG, and we pledge to continue to deliver good results, and we look forward to updating you on our second quarter call.

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