Plains All American Pipeline, L.P. Reports Third-Quarter 2012 Results

  Plains All American Pipeline, L.P. Reports Third-Quarter 2012 Results

Business Wire

HOUSTON -- November 05, 2012

Plains All American Pipeline, L.P. (NYSE: PAA) today reported net income
attributable to Plains for the third quarter of 2012 of $165 million, or $0.27
per diluted limited partner unit. These results include the impact of non-cash
asset impairment charges totaling $125 million, primarily related to the
Partnership’s determination not to proceed with the development of the Pier
400 terminal project in California. Such results compare to net income
attributable to Plains of $281 million, or $0.74 per diluted limited partner
unit for the third quarter of 2011. The Partnership reported earnings before
interest, taxes, depreciation and amortization (“EBITDA”) of $470 million for
the third quarter of 2012, compared to reported EBITDA of $421 million for the
third quarter of 2011.

The Partnership’s reported results include the impact of items that affect
comparability between reporting periods. The impact of items impacting
comparability are excluded from adjusted results, as detailed in the table
below. Accordingly, the Partnership’s third-quarter 2012 adjusted net income
attributable to Plains, adjusted net income per diluted limited partner unit
and adjusted EBITDA were $322 million, $0.73 and $502 million, respectively.
The comparable amounts for the third quarter of 2011 were $274 million, $0.71
and $414 million. (See the section of this release entitled “Non-GAAP
Financial Measures” and the attached tables for discussion of EBITDA and other
non-GAAP financial measures and their reconciliation to the most directly
comparable GAAP measures.)

“Continuing a multi-quarter trend, PAA delivered strong adjusted results for
the third quarter of 2012,” said Greg L. Armstrong, Chairman and CEO of Plains
All American. “The environment for crude oil production growth in North
America remains very favorable and we continue to experience strong demand for
our assets and services. As a result, we have increased our midpoint guidance
for adjusted EBITDA to slightly over $2 billion for the full year of 2012,
representing a 7% increase over our previous guidance midpoint for 2012.

“We are also expanding our asset base to meet the growing needs of our
customers. Thus far in 2012, we have invested approximately $2.5 billion in
organic growth projects and acquisitions and expect to incrementally invest
over $1 billion in organic growth projects through the end of 2013. These
investments provide meaningful visibility for increased baseline cash flow and
distributions to unitholders.”

Armstrong added, “In addition to delivering solid operating and financial
results, we ended the quarter with a strong balance sheet, credit metrics
favorable to our targets and approximately $2.4 billion of committed
liquidity. As a result, we are well positioned to finance our growth while
maintaining a solid financial position.”

The following table summarizes selected items that the Partnership believes
impact comparability of financial results between reporting periods (amounts
in millions, except per unit amounts):

                                                               
                                  Three Months Ended     Nine Months Ended
                                  September 30,          September 30,
                                 2012        2011       2012        2011
Selected Items Impacting
Comparability - Income / (Loss)
^ (1) (2):
Gains/(losses) from derivative
activities net of inventory       $ (31   )   $ 30       $ (18   )   $ 71
valuation adjustments ^(3)
Asset impairments ^(4)              (125  )     -          (125  )     -
Equity compensation expense         (12   )     (6   )     (50   )     (40   )
^(5)
Net loss on early repayment of      -           -          -           (23   )
senior notes
Net gain/(loss) on foreign          11          (17  )     (6    )     (17   )
currency revaluation
Significant acquisition-related     -           -          (13   )     (4    )
expenses
Other ^ (6)                        -         -        1         2     
Selected items impacting
comparability of net income       $ (157  )   $ 7       $ (211  )   $ (11   )
attributable to Plains
                                                                     
Impact to basic net income per    $ (0.46 )   $ 0.02    $ (0.64 )   $ (0.03 )
limited partner unit
Impact to diluted net income      $ (0.46 )   $ 0.03    $ (0.63 )   $ (0.03 )
per limited partner unit
_______________

^(1)  Per-unit amounts are presented as adjusted for the two-for-one unit
       split effected on October 1, 2012.
^(2)   Certain of our non-GAAP financial measures may not be impacted by each
       of the selected items impacting comparability.
       Includes mark-to-market gains and losses resulting from derivative
^(3)   instruments that are related to underlying activities in future periods
       or the reversal of mark-to-market gains and losses from the prior
       period net of inventory valuation adjustments.
       Asset impairments are reflected in “Depreciation and amortization” on
^(4)   our Consolidated Statements of Operations and do not impact the
       comparability of EBITDA.
       Equity compensation expense for the three and nine months ended
       September 30, 2012 and 2011 excludes the portion of equity compensation
^(5)   expense represented by grants under our Long-term Incentive Plans
       ("LTIPs") that, pursuant to the terms of the grant, will be settled in
       cash only and have no impact on diluted units.
^(6)   Includes other immaterial selected items impacting comparability, as
       well as the noncontrolling interests' portion of selected items.
       

The following tables present certain selected financial information by segment
for the third quarter (amounts in millions):

                                                          
                  Three Months Ended                          Three Months Ended
                  September 30, 2012                          September 30, 2011
                                              Supply and                                Supply and
                  Transportation   Facilities   Logistics     Transportation   Facilities   Logistics
Revenues ^(1)     $   364          $  262       $ 9,049       $   300          $  191       $ 8,545
Purchases and
related costs         (36    )        (29   )     (8,776  )       (34    )        (45   )     (8,259  )
^(1)
Field operating
costs
(excluding            (119   )        (72   )     (101    )       (97    )        (38   )     (84     )
equity
compensation
expense) ^(1)
Equity
compensation          (3     )        -           (1      )       (1     )        -           -
expense -
operations
Segment G&A
expenses
(excluding            (23    )        (16   )     (24     )       (16    )        (11   )     (20     )
equity
compensation
expense) ^(2)
Equity
compensation
expense -             (8     )        (5    )     (5      )       (4     )        (2    )     (3      )
general and
administrative
Equity earnings
in                   9             -         -             4             -         -       
unconsolidated
entities
Reported          $   184          $  140       $ 142         $   152          $  95        $ 179
segment profit
Selected items
impacting
comparability        6             2         27            3             1         (18     )
of segment
profit ^ (3)
Segment profit
excluding
selected items    $   190         $  142      $ 169        $   155         $  96       $ 161     
impacting
comparability
                                                                                            
Maintenance       $   26          $  17       $ 4          $   17          $  6        $ 2       
capital
                                                                                            
                  Nine Months Ended                           Nine Months Ended
                  September 30, 2012                          September 30, 2011
                                                Supply and                                  Supply and
                  Transportation   Facilities   Logistics     Transportation   Facilities   Logistics
Revenues ^(1)     $   1,043        $  785       $ 27,368      $   864          $  516       $ 24,567
Purchases and
related costs         (100   )        (168  )     (26,414 )       (88    )        (88   )     (23,794 )
^(1)
Field operating
costs
(excluding            (343   )        (204  )     (308    )       (293   )        (122  )     (225    )
equity
compensation
expense) ^(1)
Equity
compensation          (12    )        (2    )     (2      )       (6     )        (1    )     (1      )
expense -
operations
Segment G&A
expenses
(excluding            (73    )        (48   )     (77     )       (49    )        (35   )     (67     )
equity
compensation
expense) ^(2)
Equity
compensation
expense -             (24    )        (19   )     (23     )       (21    )        (11   )     (16     )
general and
administrative
Equity earnings
in                   25            -         -             9             -         -       
unconsolidated
entities
Reported          $   516          $  344       $ 544         $   416          $  259       $ 464
segment profit
Selected items
impacting
comparability        27            18        43            18            14        (50     )
of segment
profit ^ (3)
Segment profit
excluding
selected items    $   543         $  362      $ 587        $   434         $  273      $ 414     
impacting
comparability
                                                                                            
Maintenance       $   78          $  34       $ 11         $   52          $  16       $ 9       
capital
_______________

^(1)  Includes intersegment amounts.
       Segment general and administrative expenses (G&A) reflect direct costs
       attributable to each segment and an allocation of other expenses to the
       segments based on the business activities that existed at that time.
^(2)   The proportional allocations by segment require judgment by management
       and will continue to be based on the business activities that exist
       during each period. Includes acquisition-related expenses for both the
       2012 and 2011 periods.
^(3)   Certain of our non-GAAP financial measures may not be impacted by each
       of the selected items impacting comparability.
       

Adjusted Transportation segment profit in the third quarter of 2012 increased
by 23% over comparable 2011 results. This increase was primarily driven by
higher revenues from acquisitions completed late in 2011 and early in 2012,
organic growth capacity expansions, increased pipeline volumes and higher
average pipeline tariffs. These increases in revenue were partially offset by
higher operating and general and administrative expenses, commensurate with
the growth of the business.

Adjusted Facilities segment profit in the third quarter of 2012 increased 48%
over comparable 2011 results. This increased profitability is primarily
related to capacity additions from the BP NGL acquisition and recently
completed organic growth projects.

Adjusted Supply and Logistics segment profit in the third quarter of 2012
increased 5% over comparable 2011 results. This increase was primarily due to
favorable crude oil market conditions and increased crude oil lease gathering
and NGL sales volumes.

The Partnership’s basic weighted average units outstanding for the third
quarter of 2012 was 329 million units (331 million diluted) as compared to 299
million units (300 million diluted) in last year’s third quarter. At of the
end of the third quarter, the Partnership had approximately 331.6 million
units outstanding. These amounts have been adjusted for the two-for-one unit
split effected on October 1, 2012. The Partnership had long-term debt of
approximately $5.8 billion and a long-term debt-to-total capitalization ratio
of 46% at the end of the third quarter.

The Partnership has declared a quarterly distribution of $0.5425 per unit
($2.17 per unit on an annualized basis) payable November 14, 2012, on its
outstanding limited partner units. This distribution represents an increase of
approximately 9.0% over the quarterly distribution paid in November 2011 and
an increase of approximately 1.9% over the quarterly distribution paid in
August2012.

The Partnership will hold a conference call at 9:00 AM (Central) on November
6, 2012 (see details below). Prior to this conference call, the Partnership
will furnish a current report on Form8-K, which will include material in this
press release and financial and operational guidance for the fourth-quarter
and full-year 2012 as well as preliminary financial guidance for 2013. A copy
of the Form8-K will be available on the Partnership’s website at
www.paalp.com.

Non-GAAP Financial Measures

To supplement our financial information presented in accordance with GAAP,
management uses additional measures that are known as “non-GAAP financial
measures” in its evaluation of past performance and prospects for the future.
These measures include adjusted EBITDA and implied distributable cash flow
(“DCF”). Management believes that the presentation of such additional
financial measures provides useful information to investors regarding our
performance and results of operations because these measures, when used in
conjunction with related GAAP financial measures, (i) provide additional
information about our core operating performance and ability to generate and
distribute cash flow, (ii) provide investors with the financial analytical
framework upon which management bases financial, operational, compensation and
planning decisions and (iii) present measurements that investors, rating
agencies and debt holders have indicated are useful in assessing us and our
results of operations. These measures may exclude, for example, (i) charges
for obligations that are expected to be settled with the issuance of equity
instruments, (ii) the mark-to-market of derivative instruments that are
related to underlying activities in another period (or the reversal of such
adjustments from a prior period), (iii) items that are not indicative of our
core operating results and business outlook and/or (iv) other items that we
believe should be excluded in understanding our core operating performance. We
have defined all such items as “Selected Items Impacting Comparability.” These
additional financial measures are reconciled from the most directly comparable
measures as reported in accordance with GAAP, and should be viewed in addition
to, and not in lieu of, our consolidated financial statements and footnotes.

Although we present selected items that we consider in evaluating our
performance, you should also be aware that the items presented do not
represent all items that affect comparability between the periods presented.
Variations in our operating results are also caused by changes in volumes,
prices, exchange rates, mechanical interruptions, acquisitions and numerous
other factors. A full analysis of these types of variations are not separately
identified in this release, but will be discussed, as applicable, in
management’s discussion and analysis of operating results in our Quarterly
Report on Form 10-Q.

Conference Call

The Partnership will host a conference call at 9:00 AM (Central) on Tuesday,
November 6, 2012 to discuss the following items:

1.The Partnership’s third-quarter 2012 performance;
2.The status of major expansion projects;
3.Capitalization and liquidity;
4.Financial and operating guidance for the fourth-quarter and full-year
    2012;
5.Preliminary 2013 adjusted EBITDA guidance and growth capital investments;
    and
6.The Partnership’s outlook for the future.

Webcast Instructions

To access the Internet webcast, please go to the Partnership’s website at
www.paalp.com, choose “Investor Relations,” and then choose “Conference
Calls.” Following the live webcast, the call will be archived for a period of
sixty (60) days on the Partnership’s website.

Alternatively, you may access the live conference call by dialing toll free
(800) 230-1085. International callers should dial (612) 332-0226. No password
is required. You may access the slide presentation accompanying the conference
call a few minutes prior to the call under the Conference Call Summaries
portion of the Conference Calls tab of the Investor Relations section of PAA’s
website at www.paalp.com.

Telephonic Replay Instructions

To listen to a telephonic replay of the conference call, please dial (800)
475-6701, or, for international callers, (320) 365-3844, and replay access
code 260375. The replay will be available beginning Tuesday, November 6, 2012,
at approximately 11:00AM (Central) and continue until 11:59 PM (Central)
Thursday, December 6, 2012.

Forward Looking Statements

Except for the historical information contained herein, the matters discussed
in this release are forward-looking statements that involve certain risks and
uncertainties that could cause actual results to differ materially from
results anticipated in the forward-looking statements. These risks and
uncertainties include, among other things, the successful integration and
future performance of acquired assets or businesses and the risks associated
with operating in lines of business that are distinct and separate from our
historical operations; failure to implement or capitalize, or delays in
implementing or capitalizing, on planned internal growth projects;
unanticipated changes in crude oil market structure, grade differentials and
volatility (or lack thereof); maintenance of our credit rating and ability to
receive open credit from our suppliers and trade counterparties; continued
creditworthiness of, and performance by, our counterparties, including
financial institutions and trading companies with which we do business; the
effectiveness of our risk management activities; environmental liabilities or
events that are not covered by an indemnity, insurance or existing reserves;
abrupt or severe declines or interruptions in outer continental shelf
production located offshore California and transported on our pipeline
systems; shortages or cost increases of supplies, materials or labor; the
availability of adequate third-party production volumes for transportation and
marketing in the areas in which we operate and other factors that could cause
declines in volumes shipped on our pipelines by us and third-party shippers,
such as declines in production from existing oil and gas reserves or failure
to develop additional oil and gas reserves; fluctuations in refinery capacity
in areas supplied by our mainlines and other factors affecting demand for
various grades of crude oil, refined products and natural gas and resulting
changes in pricing conditions or transportation throughput requirements; the
availability of, and our ability to consummate, acquisition or combination
opportunities; our ability to obtain debt or equity financing on satisfactory
terms to fund additional acquisitions, expansion projects, working capital
requirements and the repayment or refinancing of indebtedness; the impact of
current and future laws, rulings, governmental regulations, accounting
standards and statements and related interpretations; the effects of
competition; interruptions in service on third-party pipelines; increased
costs or lack of availability of insurance; fluctuations in the debt and
equity markets, including the price of our units at the time of vesting under
our long-term incentive plans; the currency exchange rate of the Canadian
dollar; weather interference with business operations or project construction;
risks related to the development and operation of natural gas storage
facilities; factors affecting demand for natural gas and natural gas storage
services and rates; general economic, market or business conditions and the
amplification of other risks caused by volatile financial markets, capital
constraints and pervasive liquidity concerns; and other factors and
uncertainties inherent in the transportation, storage, terminalling and
marketing of crude oil and refined products, as well as in the storage of
natural gas and the processing, transportation, fractionation, storage and
marketing of natural gas liquids discussed in the Partnership’s filings with
the Securities and Exchange Commission.

Plains All American Pipeline, L.P. is a publicly traded master limited
partnership engaged in the transportation, storage, terminalling and marketing
of crude oil and refined products, as well as in the processing,
transportation, fractionation, storage and marketing of natural gas liquids.
Through its general partner interest and majority equity ownership position in
PAA Natural Gas Storage, L.P. (NYSE: PNG), PAA owns and operates natural gas
storage facilities. PAA is headquartered in Houston, Texas.

                                                               
PLAINS ALL AMERICAN
PIPELINE, L.P. AND
SUBSIDIARIES
FINANCIAL SUMMARY                                            
(unaudited)
                                                                    
CONSOLIDATED STATEMENTS OF
OPERATIONS ^ (1)
(in millions, except per
unit data)
                                                                    
                               Three Months Ended      Nine Months Ended
                               September 30,           September 30,
                               2012        2011        2012         2011
                                                                    
REVENUES                       $ 9,354     $ 8,837     $ 28,358     $ 25,390
                                                                    
COSTS AND EXPENSES
Purchases and related costs      8,524       8,142       25,855       23,423
Field operating costs            292         217         860          638
General and administrative       81          56          264          199
expenses
Depreciation and                210       65        356        191    
amortization ^(2)
Total costs and expenses        9,107     8,480     27,335     24,451 
                                                                    
OPERATING INCOME                 247         357         1,023        939
                                                                    
OTHER INCOME/(EXPENSE)
Equity earnings in               9           4           25           9
unconsolidated entities
Interest expense                 (74   )     (62   )     (214   )     (190   )
Other income/(expense), net     4         (5    )    6          (24    )
                                                                    
INCOME BEFORE TAX                186         294         840          734
Current income tax expense       (10   )     (7    )     (32    )     (25    )
Deferred income tax             (3    )    1         (11    )    (3     )
(expense)/benefit
                                                                    
NET INCOME                       173         288         797          706
Less: Net income
attributable to                 (8    )    (7    )    (23    )    (18    )
noncontrolling interests
NET INCOME ATTRIBUTABLE TO     $ 165      $ 281      $ 774       $ 688    
PLAINS
                                                                    
NET INCOME ATTRIBUTABLE TO
PLAINS:
LIMITED PARTNERS               $ 89       $ 221      $ 554       $ 520    
GENERAL PARTNER                $ 76       $ 60       $ 220       $ 168    
                                                                    
BASIC NET INCOME PER LIMITED   $ 0.27     $ 0.74     $ 1.71      $ 1.77   
PARTNER UNIT
                                                                    
DILUTED NET INCOME PER         $ 0.27     $ 0.74     $ 1.70      $ 1.76   
LIMITED PARTNER UNIT
                                                                    
BASIC WEIGHTED AVERAGE UNITS    329       299       322        294    
OUTSTANDING
                                                                    
DILUTED WEIGHTED AVERAGE        331       300       325        296    
UNITS OUTSTANDING
_______________

^(1)  Unit and per-unit amounts are presented as adjusted for the two-for-one
       unit split effected on October 1, 2012.
       For both the three and nine months ended September 30, 2012, includes
^(2)   impairment losses of approximately $125 million, primarily related to
       the Pier 400 terminal project.
       

                                                                 
PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
FINANCIAL SUMMARY (unaudited)
                                                                        
                                      Three Months Ended     Nine Months Ended
                                      September 30,          September 30,
OPERATING DATA  ^(1)                  2012        2011       2012       2011
                                                                        
Transportation activities (average
daily volumes in thousands of
barrels):
Crude Oil Pipelines
All American                          38          38         31         36
Basin                                 474         443        495        432
Capline                               159         121        144        165
Line 63/Line 2000                     131         126        126        114
Salt Lake City Area Systems ^(2)      146         142        141        139
Permian Basin Area Systems ^(2)       451         408        450        402
Mid-Continent Area Systems ^(2)       257         217        247        217
Manito                                51          65         59         66
Rainbow                               142         96         147        132
Rangeland                             57          60         60         57
Other                                 1,141       1,096      1,140      1,063
NGL Pipelines                         264         -          163        -
Refined Products Pipelines            112         104        114        99
Tariff activities total               3,423       2,916      3,317      2,922
Trucking                              107         109        103        104
Transportation activities total       3,530       3,025      3,420      3,026
                                                                        
Facilities activities (average
monthly volumes):
Crude oil, refined products and NGL
storage (average monthly capacity     94          71         88         69
in millions of barrels)
Natural gas storage (average
monthly capacity in billions of       89          75         82         69
cubic feet)
NGL fractionation (average
throughput in thousands of barrels    100         16         73         14
per day)
Facilities activities total
(average monthly capacity in          111         84         104        81
millions of barrels) ^(3)
                                                                        
Supply and Logistics activities
(average daily volumes in thousands
of barrels):
Crude oil lease gathering purchases   811         748        808        731
NGL sales                             179         77         155        97
Waterborne cargos                     5           27         3          28
Supply and Logistics activities       995         852        966        856
total
_______________

       Volumes associated with acquisitions represent total volumes for the
^(1)  number of days or months we actually owned the assets divided by the
       number of days or months in the period.
^(2)   The aggregate of multiple systems in the respective areas.
       Facilities total is calculated as the sum of: (i) crude oil, refined
       products and NGL storage capacity; (ii) natural gas storage capacity
       divided by 6 to account for the 6:1 mcf of gas to crude Btu equivalent
^(3)   ratio and further divided by 1,000 to convert to monthly volumes in
       millions; and (iii) NGL fractionation volumes multiplied by the number
       of days in the period and divided by the number of months in the
       period.
       

                                                               
PLAINS ALL AMERICAN PIPELINE, L.P. AND
SUBSIDIARIES
FINANCIAL SUMMARY (unaudited)                                  
                                                                  
CONDENSED CONSOLIDATED BALANCE SHEET DATA
(in millions)
                                                  September 30,   December 31,
                                                  2012            2011
ASSETS
Current assets                                    $    4,813      $   4,351
Property and equipment, net                            9,348          7,740
Goodwill                                               2,119          1,854
Linefill and base gas                                  714            564
Long-term inventory                                    287            135
Investments in unconsolidated entities                 289            191
Other, net                                            617           546
Total assets                                      $    18,187     $   15,381
                                                                  
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities                               $    4,886      $   4,511
Senior notes, net of unamortized discount              5,511          4,262
Long-term debt under credit facilities and             300            258
other
Other long-term liabilities and deferred              565           376
credits
Total liabilities                                      11,262         9,407
                                                                  
Partners' capital excluding noncontrolling             6,420          5,450
interests
Noncontrolling interests                              505           524
Total partners' capital                               6,925         5,974
Total liabilities and partners' capital           $    18,187     $   15,381
                                                                      

                                                               
PLAINS ALL AMERICAN PIPELINE, L.P. AND
SUBSIDIARIES
FINANCIAL SUMMARY (unaudited)                                  
                                                                  
CREDIT RATIOS
(in millions)
                                                  September 30,   December 31,
                                                  2012            2011
Short-term debt                                   $  834          $  679
Long-term debt                                      5,811         4,520   
Total debt                                        $  6,645       $  5,199   
                                                                  
Long-term debt                                       5,811           4,520
Partners' capital                                   6,925         5,974   
Total book capitalization                         $  12,736      $  10,494  
Total book capitalization, including short-term   $  13,570      $  11,173  
debt
                                                                  
Long-term debt-to-total book capitalization          46      %       43      %
Total debt-to-total book capitalization,             49      %       47      %
including short-term debt
                                                                             

                                                                 
PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
FINANCIAL SUMMARY (unaudited)
                                                                      
COMPUTATION OF BASIC AND DILUTED
EARNINGS PER LIMITED PARTNER UNIT
^ (1)
(in millions, except per unit
data)
                                     Three Months Ended    Nine Months Ended
                                     September 30,         September 30,
                                     2012       2011       2012       2011
Numerator for Basic and Diluted
Net Income per Limited Partner
Unit:
Net income attributable to Plains    $ 165      $ 281      $ 774      $ 688
Less: General partner's incentive      (74  )     (55  )     (208 )     (158 )
distribution ^(2)
Less: General partner 2% ownership    (2   )    (5   )    (12  )    (10  )
^(2)
Net income available to limited        89         221        554        520
partners
Less: Undistributed earnings
allocated and distributions to        (1   )    -        (3   )    -    
participating securities ^(2)
Net income available to limited
partners in accordance with          $ 88      $ 221     $ 551     $ 520  
application of the two-class
method for MLPs
                                                                      
Denominator for Basic and Diluted
Net Income per Limited Partner
Unit:
Basic weighted average number of       329        299        322        294
limited partner units outstanding
Effect of dilutive securities:        2        1        3        2    
Weighted average LTIP units ^(3)
Diluted weighted average number of    331      300      325      296  
limited partner units outstanding
                                                                      
Basic net income per limited         $ 0.27    $ 0.74    $ 1.71    $ 1.77 
partner unit
                                                                      
Diluted net income per limited       $ 0.27    $ 0.74    $ 1.70    $ 1.76 
partner unit
_______________

^(1)  Unit and per-unit amounts are presented as adjusted for the two-for-one
       unit split effected on October 1, 2012.
       We calculate net income available to limited partners based on the
       distributions pertaining to the current period’s net income. After
       adjusting for the appropriate period's distributions, the remaining
^(2)   undistributed earnings or excess distributions over earnings, if any,
       are allocated to the general partner, limited partners and
       participating securities in accordance with the contractual terms of
       the partnership agreement and as further prescribed under the two-class
       method.
       Our LTIP awards that contemplate the issuance of common units are
       considered dilutive unless (i) vesting occurs only upon the
       satisfaction of a performance condition and (ii) that performance
^(3)   condition has yet to be satisfied. LTIP awards that are deemed to be
       dilutive are reduced by a hypothetical unit repurchase based on the
       remaining unamortized fair value, as prescribed by the treasury stock
       method in guidance issued by the FASB.
       

                                                                
PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
FINANCIAL SUMMARY (unaudited)
                                                                     
FINANCIAL DATA RECONCILIATIONS
(in millions)                       Three Months Ended   Nine Months Ended
                                    September 30,        September 30,
                                    2012       2011      2012        2011
Net income to earnings before
interest, taxes, depreciation and
amortization ("EBITDA") and
excluding selected items
impacting comparability
("Adjusted EBITDA")
reconciliations


Net Income                          $  173     $ 288     $ 797       $ 706
Add: Interest expense                  74        62        214         190
Add: Income tax expense                13        6         43          28
Add: Depreciation and                 210     65      356       191   
amortization
EBITDA                              $  470     $ 421     $ 1,410     $ 1,115
Selected items impacting              32      (7  )    87        13    
comparability of EBITDA ^(1)
Adjusted EBITDA                     $  502    $ 414    $ 1,497    $ 1,128 
_______________
^(1) Certain of our non-GAAP financial measures may not be impacted by each of
the selected items impacting comparability.
                                                                     
                                    Three Months Ended   Nine Months Ended
                                    September 30,        September 30,
                                    2012       2011      2012        2011
Adjusted EBITDA to Implied
Distributable Cash Flow ("DCF")
Adjusted EBITDA                     $  502     $ 414     $ 1,497     $ 1,128
Interest expense                       (74 )     (62 )     (214  )     (190  )
Maintenance capital                    (47 )     (25 )     (123  )     (77   )
Current income tax expense             (10 )     (7  )     (32   )     (25   )
Equity earnings in unconsolidated      1         2         2           7
entities, net of distributions
Distributions to noncontrolling        (12 )     (12 )     (36   )     (35   )
interests ^ (1)
Other                                 -       -       -         (1    )
Implied DCF                         $  360    $ 310    $ 1,094    $ 807   
_______________
^(1) Includes distributions that pertain to the current quarter's net income
and are to be paid in the subsequent quarter.
                                                                     
                                    Three Months Ended   Nine Months Ended
                                    September 30,        September 30,
                                    2012       2011      2012        2011
Cash flow from operating
activities reconciliation
EBITDA                              $  470     $ 421     $ 1,410     $ 1,115
Current income tax expense             (10 )     (7  )     (32   )     (25   )
Interest expense                       (74 )     (62 )     (214  )     (190  )
Net change in assets and               125       418       (366  )     796
liabilities, net of acquisitions
Other items to reconcile to cash
flows from operating activities:
Equity compensation expense           22      10      82        56    
Net cash provided by operating      $  533    $ 780    $ 880      $ 1,752 
activities
                                                                             


PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
FINANCIAL SUMMARY (unaudited)
                                                                 
FINANCIAL DATA RECONCILIATIONS ^
(1)
(in millions, except per unit
data) (continued)
                                     Three Months Ended    Nine Months Ended
                                     September 30,         September 30,
                                     2012       2011       2012       2011
Basic Adjusted Net Income per
Limited Partner Unit
Net income attributable to Plains    $ 165      $ 281      $ 774      $ 688
Selected items impacting
comparability of net income           157      (7   )    211      11   
attributable to Plains
Adjusted net income attributable       322        274        985        699
to Plains
Less: General partner's incentive      (74  )     (55  )     (208 )     (158 )
distribution ^(2)
Less: General partner 2% ownership    (5   )    (5   )    (16  )    (10  )
^(2)
Adjusted net income available to       243        214        761        531
limited partners
Less: Undistributed earnings
allocated and distributions to        (2   )    -        (5   )    -    
participating securities ^(2)
Adjusted limited partners' net       $ 241     $ 214     $ 756     $ 531  
income
                                                                      
Basic weighted average number of       329        299        322        294
limited partner units outstanding
                                                                      
Basic adjusted net income per        $ 0.73     $ 0.72     $ 2.35     $ 1.80
limited partner unit
                                                                      
Diluted Adjusted Net Income per
Limited Partner Unit
Net income attributable to Plains    $ 165      $ 281      $ 774      $ 688
Selected items impacting
comparability of net income           157      (7   )    211      11   
attributable to Plains
Adjusted net income attributable       322        274        985        699
to Plains
Less: General partner's incentive      (74  )     (55  )     (208 )     (158 )
distribution ^(2)
Less: General partner 2% ownership    (5   )    (5   )    (16  )    (10  )
^(2)
Adjusted net income available to       243        214        761        531
limited partners
Less: Undistributed earnings
allocated and distributions to        (1   )    -        (3   )    -    
participating securities ^(2)
Adjusted limited partners' net       $ 242     $ 214     $ 758     $ 531  
income
                                                                      
Diluted weighted average number of     331        300        325        296
limited partner units outstanding
                                                                      
Diluted adjusted net income per      $ 0.73     $ 0.71     $ 2.33     $ 1.79
limited partner unit
_______________

^(1)  Unit and per-unit amounts are presented as adjusted for the two-for-one
       unit split effected on October 1, 2012.
       We calculate adjusted net income available to limited partners based on
       the distributions pertaining to the current period’s net income. After
       adjusting for the appropriate period's distributions, the remaining
^(2)   undistributed earnings or excess distributions over earnings, if any,
       are allocated to the general partner, limited partners and
       participating securities in accordance with the contractual terms of
       the partnership agreement and as further prescribed under the two-class
       method.

Contact:

Plains All American Pipeline, L.P.
Roy I. Lamoreaux, 713-646-4222 — 800-564-3036
Director, Investor Relations
or
Al Swanson, 800-564-3036
Executive Vice President, CFO