Ladies and gentlemen, thank you for standing by. And welcome to the PAA and PNG Third Quarter Results. At this time all participants are in a listen-only mode. Later, we will conduct a question-and-answer session (Operator instructions) As a reminder, this conference is being recorded. I would now like to turn the conference over to Director of Investor Relations Mr. Roy Lamoreaux. Please go ahead sir.

Thank you. Good morning. Welcome to Plains All American Pipeline and PAA Natural Gas Storage Third Quarter 2013 Results Conference Call. The slide presentation for today’s call is available on the Investor Relations section of our website at paalp.com and pnglp.com. I would mention that throughout the call we would refer to the companies by their New York Stock Exchange ticker symbols of PAA and PNG respectively. As a reminder, Plains All American owns a 2% general partner interest in all of the incentive distribution rights and approximately 61% of the limited partner interest in PNG, which accordingly is consolidated into PAA’s results. Today’s presentation will include certain information regarding the proposed merger of PNG with PAA. This presentation does not constitute an offer to sell any securities and investors should look to the registration statement and proxy statement relating to the proposed merger that will be filed with the Securities and Exchange Commission and will be available on the Securities and Exchange Commission’s website at sec.gov. In addition to reviewing recent results, we will provide forward-looking comments on the partnerships’ outlook for the future. In order to avail ourselves with the Safe Harbor pre-concepts that encourage companies to provide this type of information, we direct you to risks and warnings set forth in the partnerships’ most recent and future filings with the Securities and Exchange Commission. Today’s presentation will also include references to certain non-GAAP financial measures such as EBITDA. The non-GAAP reconciliations sections of our websites reconcile certain non-GAAP financial measures to the most directly comparable GAAP financial measures and provide a table of selected items that impact comparability of the partnerships’ reported financial information. References to adjusted financial metrics exclude the effect of these selected items. Also for PAA, all references to net income are references to net income attributable to Plains. I would also note that in mid-October Plains GP Holdings LP which indirectly owns an approximate 20% economic interest in PAA’s general partner interest and incentive general rights prior to initial public offerings is now traded on the New York Stock Exchange on the ticker symbol PAGP. We will provide additional comments on PAGP later in the call. Today’s call will be hosted by members of PAA’s management team. The call will be chaired by Greg L. Armstrong, Chairman and CEO. Also participating in this call are Harry Pefanis, President and COO of; and Al Swanson, Executive Vice President and Chief Financial Officer. In addition to these gentlemen and myself, we have several other members of our management team present and available for the question-and-answer session. With that, I’ll turn the call over to Greg.

Thanks, Roy. Good morning and welcome to everyone. Yesterday after market close, PAA reported solid third quarter 2013 results. Third quarter adjusted EBITDA totaled $480 million, which exceeded the midpoint of our guidance by $50 million or approximately 12%. Overall, crude market conditions for the quarter were generally in line with expectations incorporated into our guidance that meaningfully less favorable than that experience in the third quarter of 2012. Compared to last year's third quarter, adjusted EBITDA, adjusted net income and adjusted net income per diluted unit decreased by 4%, 12% and 27%, respectively. The quarter-over-quarter decrease in the adjusted EBITDA is the direct result of a $45 million decrease in our Supply and Logistics segments due to the change in market conditions I mentioned previously. Partially offsetting this decrease, a non-baseline cash flow was $23 million increase in PAA’s fee-based Transportation and Facilities businesses, and the summary of our third quarter [2000] results is on slide four. As reflected on slide five, these results marked the 47 consecutive quarters that PAA is delivering result in line with or above guidance. Additionally, PAA has increased its distribution in each of the last 17 quarters and in 36 out of the last 38 quarters. For the third quarter of 2013, PAA declared a distribution of $0.60 per common unit or $2.40 per unit on an annualized basis. This distribution represents a 10.6% increase over the partnership distribution paid in November 2012 exceeding the upper end of our 2013 targeted increase of 9% to 10%. Distribution coverage was 111% for the third quarter and 145% for the first nine months of 2013. Based on achievement of midpoint guidance, we expect full year distribution coverage will approximately 139%. Yesterday evening, PAA furnished financial and operating guidance for the fourth quarter and full year…

Thanks, Greg. During my section of the call, I’ll review PAA’s third quarter operating results compared to the midpoint of our guidance, the operational assumptions used to generate our fourth quarter guidance, and provide an update on our capital program. As shown on Slide 9, adjusted segment profit for the transportation segment was $205 million, which is slightly above the midpoint of our guidance. Volumes were 3.7 million barrels per day and adjusted segment profit per barrel of $0.67 were in line with the midpoint of guidance. As discussed in our last conference call, we reduced the August guidance for the second half of the year by approximately $15 million related to proactive shutdowns of certain pipeline segments in Western Canada due to flooding conditions at certain water crossings and precautionary replacement of some of these water crossings. We currently estimated for second half impact of these shutdowns to be between $5 million and $10 million with the majority of the impact already reflected in our third quarter performance. Adjusted segment profit for the facility segment was $150 million, $15 million above the midpoint of our guidance. Volumes of 120 million barrels of oil equivalent per month was slightly below the midpoint of guidance and adjusted segment profit per barrel was $0.42 or $0.05 above the midpoint of our guidance. Our performance in this segment was driven by lower expenses, primarily related to timing of certain costs and a favorable mix of product recoveries from our NGL facilities, partly offset by lower than forecasted rail loading plus unloading revenues and volumes. Adjusted segment profit for supply and logistics segment was $124 million, $34 million above the midpoint of our guidance. Volumes of approximately 1 million barrels per day were in line with the midpoint of our guidance and adjusted segment…

Thanks Harry. During my portion of the call, I will review PAA’s financing activities, capitalization, liquidity and guidance for the fourth quarter and full year of 2013. I will also discuss PAA’s 2013 distribution coverage and financial positioning. As reflected on Slide 13, in the third quarter, we completed several financing transactions. First, we completed a $700 million offering of 3.85% 10-year senior unsecured notes. Next, we renewed our $1.6 billion, five-year senior unsecured revolving credit facility and our $1.4 billion three-year senior secured hedge inventory facility. These facilities now mature in August 2018 and August 2016 respectively. Additionally, we established our $1.5 billion commercial paper program which provides a more cost effective financing source relative to our credit facilities. Finally, through our continuous equity offering program, PAA issued approximately 1.2 million units in the third quarter raising approximately $69 million in equity capital. As illustrated on Slide 14, PAA ended the third quarter with strong capitalization and credit metrics that are favorable to our target. At September 30, 2013, PAA had a long-term debt to capitalization ratio of 48%, a long term debt to adjusted EBITDA ratio of 3.1 times and adjusted EBITDA to interest coverage ratio of 6.7 times. Our committed liquidity at the end of the quarter was approximately $2.9 billion. We used the majority of the proceeds from the senior note issuance to temporarily pay down approximately $600 million of our short term hedged inventory debt. If this inventory were funded with short term versus long term debt at September 30, this would equate to a quarter turn -- 0.25 times lower long term debt to adjusted EBITDA ratio, reflecting our proactive prefunding for our capital investments. Moving on to PAA’s guidance as summarized on Slide 15. We are forecasting midpoint adjusted EBITDA of $545 million…

Thanks Al. As demonstrated throughout this call, PAA continues to deliver solid operating financial performance and we remain on track to meet or exceed each of our goals for 2013. Given the recently completed initial public offering of Plains GP Holdings, PAGP now owns an approximate 20% economic interest in PAA’s general partner and the incentive distribution rights. PAGP’s [upsea] structure provides a tax efficient mechanism for PAGP to increase at ownership level in the future to potential sales of ownership interest by other owners of the general partners. In contrast to PAA, which is a flow-through entity for tax purposes and issues K-1s to its partners, PAGP is a taxable entity and will issue 1099 to its shareholders similar to a typical corporate structure. However, as a result of the amortization of deductions associated with PAGP step up and tax basis, we do not expect this entity to incur current taxes on any material amount for several years. The primary drivers for the PAGP public offering, which provide a targeted level of liquidity for our general partner owners and establish a public mark for the interest they retain as well as provide a healthy flow for PAGP’s public shareholders. Although a secondary consideration, the FC structure also has the potential to provide the Plains organization with a structural acquisition tool not previously available. PAA’s general partner owners have been very supportive of PAA’s growth and we expect that certain of these same owners will continue to control the general partner for the foreseeable future. In structuring PAGP, we were careful to preserve the general partner’s ability to make timely, appropriate adjustments to the incentive distribution rights in order to facilitate PAA’s future growth through the acquisitions. We also made a conscious decision to preserve PAA’s strong credit profile and…

(Operator Instructions) And we will go to the side of Mark Reichman with Simmons. Please go ahead.

Good morning. Just wanted to perhaps crude by rail, it looks like the rail volumes were 218,000 barrels per day during the quarter, which was down a little bit from the second quarter and you are guiding to 265,000 barrels per day in the fourth quarter which should reflect your count. If I remember correctly, I think in the second quarter you were kind of expecting higher volumes in the third, fourth quarters and also even full year volumes to average 250 versus 232. So I was wondering if you could just address kind of how you project crude by rail volumes ramping in 2014, and at which facilities and also address the timing of Bakersfield?

Yes, Bakersfield mid-2014, I think we mentioned that in the call. The part of the difference between what we forecasted earlier and what happened in the third quarter was timing on both Tampa and Yorktown, both of them have been delayed mainly by weather. So and then also in the third quarter, saw a little bit of an impact, saw some stronger differentials in the Bakken area, which falls crude from some of the rail facilities to pipes over, saw a little bit of an impact from that, not tremendous, but the bulk of it was really the timing on the in-service dates on those facilities.

Yes, Mark, it’s also a great question, to kind of get the issue out there. I think going forward, as differentials fluctuate in general, you are going to see some volumes move from pipeline to rail, or from rail back to pipeline when it’s available. Certainly we have seen that already on our assets in the U.S. And I think going forward you are going to see a similar phenomenon happening in Canada as well. That’s going to, in some cases, for company like ourselves that has both pipe and rail out in an area, it makes a difference on the margin but the volume probably is going to show up on one [customer] or the other one. And there are certainly areas where we may see volumes get all the way or sent to us that aren’t necessarily a one for one balance.

Next we’ll go to the line of Cory Garcia of Raymond James.

Just circling back to Bakersfield a little bit. I know some of the California refiners have actually cited some permitting delays out there for the rail and unloading facilities. Curious as to how you guys are looking at that facility in terms of the ultimate scale and ultimately the flexibility of the facility to bring in Canadian heavies as well as access a number of different light U.S. shale basins?

It’s currently -- that’s currently permitted, it can move unit train, 65000, 70,000 barrels a day. But the facilities are such that we could move two unit trains a day but we increased in our -- I mentioned some nettings for the increase which we have recently -- we are in the process of making. So ultimately we will bring them both light and heavy, but actually part of the probably lighter crudes and sort of a unit train a day type of volume.

Cory, I would also add, it’s one of the things that’s pretty unique about PAA’s system is, again we integrated our rail activities with our pipeline. So our rail and loading facility will see kind of at head waters if you will of our pipeline distribution system into California. So as long as we can unload at our facility, we can then feed our pipelines to go to Bakersfield as well as to the LA market and we have connections that would allow our shippers to get to the northern markets in San Francisco area. And so we are working hard to not only rate our ability to unload more rail cars at Bakersfield to be able to be on one unit train but also to expand, we believe, certain of our pipeline capacities, we will fill up with we think some of the slack in our existing pipelines and we want to basically increase capacity on a few of them to be able to see future volumes through there as we see volumes ramp up from rail and loading.

In terms of connectivity to your pipeline system it’s sort of the one unit train match right now before you maybe need to put forth capital in the pipeline, or could you get to the unit trains type of levels without really extending the pipeline network?

It’s a little trickier than that. We have the capacity on the -- we have some integrity work we need to complete online 63. So without the completion of the integrity work online 63, we would probably be limited to a unit trend data in South. Now that doesn’t limit us going North, but on our pipes going South, we have one year trend. So we have a flex set of little bit of integrity work that needs to be completed on Line 63. When that’s completed I will certainly have a capacity to move posting unit trends data.

Yeah. On that expansion of Line 63, again it’s not building new pipeline. It’s basically beginning permits to be able to doing in tasks and so we are subject to the same maladies that others are in California, but it takes a little bit of time there but we are not talking about having a loop of pipeline or any thing else. We are just talking about activating the pipeline which is currently inactive.

And it needs to be all that permitting out there. I appreciate the color guys.

Thanks, Cory.

Thank you. Next, we will go to the line of Paul Jacob with Credit Suisse. Please go ahead.

Yes. Good morning, guys. I just wanted to spend a bit of time on the transportation segment. I saw that this quarter, the refine products volumes seem to have dropped on a sequential basis. And I was curious, is that a result of pending asset sales or what you are seeing on the refined product side…

Well, we close on the segment on one of the refined product pipelines July 1st. So we filled our Albuquerque systems and that’s the main reason for the volume product. We also had some weather impacts in the -- with the flooding in Colorado that impacted the Rocky Mountain system in the quarter.

Okay. That’s helpful. And then on the Mississippi Lime, it sounds like you are going to have that on towards the end of the year or early next year, just curious with the ramp in volumes is likely to look like?

Yes. Impartial surface, one has been serviced right now, somewhere about 30,000 barrels a day. So the extension that the Colorado will be hard to service by the end of the year, I think we have got -- I think we can close our -- it's embedded in the mid-Continent growth for 2014.

Okay. So in utilization, that should be pretty much 100% when it comes on, I guess that’s what I am trying to get at?

Well, it could be a 150,000 barrel a day pipeline. So it was -- when we had -- when we developed it, it was -- we had some excess capacity in it already. So I think over time our ramp-up was probably forecasted the ramp-up to around 100,000 barrels of oil. So about two-thirds utilization with excess capacity depends on what developments happened up there. Paul Jacob - Crédit Suisse: Okay. All right. That’s helpful. That’s all I had. Thanks guys.

(Operator Instructions) At this time, gentlemen, no one is queuing up, please continue.

Thanks, Martha. And thanks to everybody that is participating in the call and that chooses to dial back in or listen to the replay. We look forward to updating you on our call in the near future. Thanks.

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