Plains All American Pipeline, L.P. and Plains GP Holdings Report Fourth-Quarter and Full-Year 2013 Results

  Plains All American Pipeline, L.P. and Plains GP Holdings Report
  Fourth-Quarter and Full-Year 2013 Results

Business Wire

HOUSTON -- February 5, 2014

Plains All American Pipeline, L.P. (NYSE: PAA) and Plains GP Holdings (NYSE:
PAGP) today reported fourth-quarter and full-year 2013 results.

Plains All American Pipeline

Summary Financial Information ^ (1)
(in millions, except per unit data)
                 Three Months Ended               Twelve Months Ended
                                                                   
                 December 31,                     December 31,
                                         %                              %
                2013      2012                 2013     2012      
                                         Change                         Change
Net income
attributable     $ 309     $ 320        -3   %   $ 1,361  $ 1,094     24  %
to PAA
Diluted net
income per       $ 0.58     $ 0.69       -16  %   $ 2.80    $ 2.40      17  %
limited
partner unit
EBITDA           $ 526     $ 541      -3   %   $ 2,168  $ 1,951    11  %
                                                                        
                                                                        
                 Three Months Ended               Twelve Months Ended

                 December 31,                     December 31,
                                         %                              %
                2013      2012                 2013     2012      
                                         Change                         Change
Adjusted net
income           $ 371      $ 429        -14  %   $ 1,466   $ 1,414     4   %
attributable
to PAA
Diluted
adjusted net
income per       $ 0.76     $ 1.01       -25  %   $ 3.10    $ 3.35      -7  %
limited
partner unit
Adjusted        $ 595     $ 609      -2   %   $ 2,292   $ 2,107     9   %
EBITDA
Distribution
per unit        $ 0.6150  $ 0.5625   9.3  %
declared for
the period
                                                                        
^(1) The Partnership’s reported results include the impact of items that
affect comparability between reporting periods. The impact of certain of these
items is excluded from adjusted results. See the section of this release
entitled "Non-GAAP Financial Measures and Selected Items Impacting
Comparability" and the tables attached hereto for information regarding
certain selected items that the Partnership believes impact comparability of
financial results between reporting periods, as well as for information
regarding non-GAAP financial measures (such as adjusted EBITDA) and their
reconciliation to the most directly comparable GAAP measures.

“PAA ended the year on another strong note, delivering adjusted EBITDA that
exceeded the midpoint of our fourth-quarter guidance by $50 million and the
mid-point of our 2013 beginning-of-the-year guidance by over $265 million,”
stated Greg L. Armstrong, Chairman and CEO of Plains All American Pipeline.
“These results were underpinned by solid performance in our fee-based
Facilities segment and above baseline performance in our Supply and Logistics
segment.”

“PAA’s 2013 results and our 2014 guidance for our fee-based Transportation and
Facilities segments continue to reflect the benefits of our ongoing expansion
capital program. Aggregate adjusted segment profit from our Transportation and
Facilities segments increased 12% in 2013 over 2012 results, and the midpoint
of our guidance range anticipates a year-to-year increase of approximately 15%
in 2014,” said Armstrong. “Guidance for our Supply and Logistics segment
incorporates a return to baseline-type performance; however, as in prior
years, the partnership remains well positioned to outperform guidance if
market conditions remain favorable.”

“We have targeted to grow PAA’s distributions per unit by approximately 10% in
2014, while continuing to maintain solid distribution coverage.” Armstrong
stated that the partnership’s 2014 expansion capital program increased to $1.7
billion, which reflects a $300 million increase from PAA’s preliminary
targeted range. Armstrong also noted that PAA is well positioned financially
to both execute its expansion capital program as well as capitalize on
potential acquisition opportunities.

The following table summarizes selected PAA financial information by segment
for the fourth quarter and full year of 2013:

Summary of Selected Financial Data by Segment ^ (1)
(in millions)                                                                      
                  Three Months Ended                          Three Months Ended
                  December 31, 2013                           December 31, 2012
                                                Supply                                      Supply
                  Transportation  Facilities  and           Transportation  Facilities  and

                                                Logistics                                   Logistics
Reported
segment           $    207         $  170       $  149        $      193       $    138     $   209
profit
Selected
items
impacting the         7            (1   )      60              5             3          58
comparability
of segment
profit ^ (2)
Adjusted
segment           $    214        $  169      $  209       $      198       $    141     $   267
profit
Percentage
change in
adjusted              8     %       20   %      -22  %
segment
profit versus
2012 period
                                                                                            
                  Twelve Months Ended                         Twelve Months Ended
                  December 31, 2013                           December 31, 2012
                                                Supply                                      Supply
                  Transportation  Facilities  and           Transportation  Facilities  and

                                                Logistics                                   Logistics
Reported
segment           $    729         $  616       $  822        $      710       $    482     $   753
profit
Selected
items
impacting the         31           13         71              32            20         102
comparability
of segment
profit ^ (2)
Adjusted
segment           $    760        $  629      $  893       $      742       $    502     $   855
profit
Percentage
change in
adjusted              2     %       25   %      4    %
segment
profit versus
2012 period
                                                                                            
^(1) The Partnership’s reported results include the impact of items that affect comparability between
reporting periods. The impact of certain of these items is excluded from adjusted results. See the
section of this release entitled "Non-GAAP Financial Measures and Selected Items Impacting
Comparability" and the tables attached hereto for information regarding certain selected items that
the Partnership believes impact comparability of financial results between reporting periods.
^(2) Certain of our non-GAAP financial measures may not be impacted by each of the selected items
impacting comparability.

Fourth-quarter 2013 Transportation adjusted segment profit increased 8% versus
comparable 2012 results. This increase was primarily driven by the benefit of
higher crude oil pipeline volumes associated with recently completed organic
growth projects, partially offset by the sale of our refined products
pipelines and lower volumes on our Canadian crude oil pipelines due to the
impact of rail and proration on downstream pipelines.

Fourth-quarter 2013 Facilities adjusted segment profit increased 20% over
comparable 2012 results, primarily due to increased crude oil rail activities.

Fourth-quarter 2013 Supply and Logistics adjusted segment profit exceeded our
guidance, but decreased by approximately 22% relative to comparable 2012
results. This decrease was primarily related to less favorable crude oil
market conditions during the fourth quarter of 2013, particularly narrower
crude oil differentials in the Permian Basin and Gulf Coast regions, partially
offset by stronger net margins in the NGL business.

Plains GP Holdings

PAGP’s sole assets are its ownership interest in PAA’s general partner and
incentive distribution rights. As the control entity of PAA, PAGP consolidates
PAA’s results into its financial statements, which are reflected more fully in
the condensed consolidating balance sheet and income statement included at the
end of this release. Information regarding PAGP’s distributions is reflected
below:

                                                                 
                      Q4 2013
Distribution per
share declared for     $       0.12505
the period
(prorated) ^(1)
                       Q4 2013                   Distribution          %
                                                                  
                       (non-prorated) ^(2)       Provided in IPO       Change
                                                 Prospectus
Distribution per
share assuming         $       0.15979          $      0.14904       7.2  %
full-quarter
ownership
                                                                       
^(1) Distribution per share declared based on prorated distribution received
by PAGP from PAA's general partner, Plains AAP, L.P. ("AAP"), for the partial
quarter of ownership following the closing of PAGP's initial public offering
("IPO").


^(2) Reflects a full fourth quarter 2013 distribution per Class A share
(before proration), assuming PAGP's current ownership interest in AAP for the
full fourth quarter of 2013.

Conference Call

PAA and PAGP will hold a conference call on February 6, 2014 (see details
below). Prior to this conference call, PAA will furnish a current report on
Form8-K, which will include material in this news release as well as PAA’s
financial and operational guidance for the first quarter and full year of
2014. A copy of the Form8-K will be available at www.plainsallamerican.com,
where PAA and PAGP routinely post important information.

The PAA and PAGP conference call will be held at 11:00 a.m. EST on Thursday,
February 6, 2014 to discuss the following items:

1. PAA's fourth-quarter and full-year 2013 performance;

2. The status of major expansion projects;

3. Capitalization and liquidity;

4. The PAGP IPO and PAA’s acquisition of publicly held PNG units;

5. PAA’s financial and operating guidance for the first quarter and full year
of 2014; and

6. PAA’s and PAGP's outlook for the future.

Conference Call Access Instructions

To access the Internet webcast of the conference call, please go to
www.plainsallamerican.com, choose “Investor Relations,” and then choose
“Events and Presentations.” Following the live webcast, the call will be
archived for a period of sixty (60) days on the website.

Alternatively, access to the live conference call is available by dialing toll
free (800) 230-1085. International callers should dial (612) 288-0337. No
password is required. The slide presentation accompanying the conference call
will be available a few minutes prior to the call under the “Events and
Presentations” portion of the “Investor Relations” section of the website at
www.plainsallamerican.com.

Telephonic Replay Instructions

To listen to a telephonic replay of the conference call, please dial (800)
475-6701, or (320) 365-3844 for international callers, and enter replay access
code 313564. The replay will be available beginning Thursday, February 6,
2014, at approximately 1:00p.m. EST and will continue until 11:59 p.m. EST on
March 6, 2014.

Non-GAAP Financial Measures and Selected Items Impacting Comparability

To supplement our financial information presented in accordance with GAAP,
management uses additional measures that are known as “non-GAAP financial
measures” (such as adjusted EBITDA and implied distributable cash flow) in its
evaluation of past performance and prospects for the future. 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.” We
consider an understanding of these selected items impacting comparability to
be material to the evaluation of our operating results and prospects.

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. 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 Annual Report on Form 10-K.

Adjusted EBITDA and other non-GAAP financial measures are reconciled to the
most comparable GAAP measures for the periods presented in the tables attached
to this release, and should be viewed in addition to, and not in lieu of, our
consolidated financial statements and notes thereto. In addition, PAA
maintains on its website (www.plainsallamerican.com) a reconciliation of
adjusted EBITDA and certain commonly used non-GAAP financial information to
the most comparable GAAP measures. To access the information, investors should
click on “Plains All American Pipeline, L.P.” under the "Investor Relations"
link on the home page, select the "Guidance & Non-GAAP Reconciliations" link
and navigate to the “Non-GAAP Reconciliations” tab.

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, 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); environmental liabilities or
events that are not covered by an indemnity, insurance or existing 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 occurrence of a natural disaster, catastrophe,
terrorist attack or other event, including attacks on our electronic and
computer systems; tightened capital markets or other factors that increase our
cost of capital or limit our access to capital; 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 currency exchange rate of the Canadian dollar; the
availability of, and our ability to consummate, acquisition or combination
opportunities; 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; the
effectiveness of our risk management activities; declines in the volumes of
crude oil, refined product and NGL shipped, processed, purchased, stored,
fractionated and/or gathered at or through the use of our facilities, whether
due to declines in production from existing oil and gas reserves, failure to
develop or slowdown in the development of additional oil and gas reserves or
other factors; shortages or cost increases of supplies, materials or labor;
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; non-utilization of our assets and facilities; the
effects of competition; 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; weather
interference with business operations or project construction; risks related
to the development and operation of our 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
Partnerships’ filings with the Securities and Exchange Commission.

Plains All American Pipeline, L.P. (NYSE: PAA) is a publicly traded master
limited partnership that owns and operates midstream energy infrastructure and
provides logistics services for crude oil, natural gas liquids (“NGL”),
natural gas and refined products. PAA owns an extensive network of pipeline
transportation, terminalling, storage and gathering assets in key crude oil
and NGL producing basins and transportation corridors and at major market hubs
in the United States and Canada. On average, PAA handles over 3.5 million
barrels per day of crude oil and NGL on its pipelines. PAA is headquartered in
Houston, Texas.

Plains GP Holdings (NYSE: PAGP) is a publicly traded entity that owns an
interest in the general partner and incentive distribution rights of Plains
All American Pipeline, L.P., one of the largest energy infrastructure and
logistics companies in North America. PAGP is headquartered in Houston, Texas.


PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
FINANCIAL SUMMARY (unaudited)
                                                             
CONDENSED CONSOLIDATED
STATEMENTS OF
OPERATIONS
(in millions, except
per unit data)
                                                                    
                            Three Months Ended         Twelve Months Ended
                            December 31,               December 31,
                            2013         2012          2013         2012
                                                                    
REVENUES                    $ 10,631     $ 9,439       $ 42,249     $ 37,797
                                                                    
COSTS AND EXPENSES
Purchases and related         9,731        8,513         38,465       34,368
costs
Field operating costs         312          320           1,322        1,180
General and                   84           78            359          342
administrative expenses
Depreciation and             110        126         375        482    
amortization
Total costs and              10,237     9,037       40,521     36,372 
expenses
                                                                    
OPERATING INCOME              394          402           1,728        1,425
                                                                    
OTHER INCOME/(EXPENSE)
Equity earnings in            22           12            64           38
unconsolidated entities
Interest expense, net         (79    )     (74   )       (303   )     (288   )
Other income, net            -          1           1          6      
                                                                    
INCOME BEFORE TAX             337          341           1,490        1,181
Current income tax            (31    )     (21   )       (100   )     (53    )
expense
Deferred income tax          12         10          1          (1     )
benefit/(expense)
                                                                    
NET INCOME                    318          330           1,391        1,127
Net income attributable
to noncontrolling            (9     )    (10   )      (30    )    (33    )
interests
NET INCOME ATTRIBUTABLE     $ 309       $ 320        $ 1,361     $ 1,094  
TO PAA
                                                                    
NET INCOME ATTRIBUTABLE
TO PAA:
LIMITED PARTNERS            $ 203       $ 234        $ 967       $ 789    
GENERAL PARTNER             $ 106       $ 86         $ 394       $ 305    
                                                                    
BASIC NET INCOME PER        $ 0.59      $ 0.70       $ 2.82      $ 2.41   
LIMITED PARTNER UNIT
                                                                    
DILUTED NET INCOME PER      $ 0.58      $ 0.69       $ 2.80      $ 2.40   
LIMITED PARTNER UNIT
                                                                    
BASIC WEIGHTED AVERAGE       344        334         341        325    
UNITS OUTSTANDING
                                                                    
DILUTED WEIGHTED
AVERAGE UNITS                346        337         343        328    
OUTSTANDING
                                                                    
                                                          
ADJUSTED RESULTS:
(in millions, except        Three Months Ended         Twelve Months Ended
per unit data)
                            December 31,               December 31,
                            2013         2012          2013         2012
                                                                    
ADJUSTED NET INCOME         $ 371       $ 429        $ 1,466     $ 1,414  
ATTRIBUTABLE TO PAA
                                                                    
DILUTED ADJUSTED NET
INCOME PER LIMITED          $ 0.76      $ 1.01       $ 3.10      $ 3.35   
PARTNER UNIT
                                                                    
ADJUSTED EBITDA             $ 595       $ 609        $ 2,292     $ 2,107  
                                                                             

                                                            
PLAINS ALL AMERICAN PIPELINE, L.P. AND
SUBSIDIARIES
FINANCIAL SUMMARY (unaudited)                               
                                                                  
CONDENSED CONSOLIDATED BALANCE SHEET DATA
(in millions)
                                               December 31,       December 31,
                                               2013               2012
ASSETS
Current assets                                 $ 4,964            $ 5,147
Property and equipment, net                    10,819             9,643
Goodwill                                       2,503              2,535
Linefill and base gas                          798                707
Long-term inventory                            251                274
Investments in unconsolidated entities         485                343
Other, net                                     540                586
Total assets                                   $ 20,360           $ 19,235
                                                                  
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities                            $ 5,411            $ 5,183
Senior notes, net of unamortized discount      6,710              6,010
Long-term debt under credit facilities and     5                  310
other
Other long-term liabilities and deferred       531                586
credits
Total liabilities                              12,657             12,089
                                                                  
Partners' capital excluding noncontrolling     7,644              6,637
interests
Noncontrolling interests                       59                 509
Total partners' capital                        7,703              7,146
Total liabilities and partners' capital        $ 20,360           $ 19,235
                                                                  
DEBT CAPITALIZATION RATIOS
(in millions)
                                               December 31,       December 31,
                                               2013               2012
Short-term debt                                $ 1,113            $ 1,086
Long-term debt                                 6,715              6,320
Total debt                                     $ 7,828            $ 7,406
                                                                  
Long-term debt                                 $ 6,715            $ 6,320
Partners' capital                              7,703              7,146
Total book capitalization                      $ 14,418           $ 13,466
Total book capitalization, including           $ 15,531           $ 14,552
short-term debt
                                                                  
Long-term debt-to-total book                   47%                47%
capitalization
Total debt-to-total book capitalization,       50%                51%
including short-term debt
                                                                  

                                                                                      
PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
FINANCIAL SUMMARY (unaudited)
                                                                                               
SELECTED
FINANCIAL DATA
BY SEGMENT
(in millions)
                   Three Months Ended                            Three Months Ended
                   December 31, 2013                             December 31, 2012
                                                 Supply and                                    Supply and
                   Transportation  Facilities   Logistics       Transportation  Facilities   Logistics
Revenues ^(1)      $   387          $  394       $ 10,151        $   373          $  313       $ 9,072
Purchases and
related costs          (38     )       (116  )     (9,875  )         (34     )       (70   )     (8,724  )
^(1)
Field
operating
costs
(excluding             (125    )       (89   )     (97     )         (126    )       (85   )     (110    )
equity-indexed
compensation
expense) ^(1)
Equity-indexed
compensation           (3      )       (1    )     -                 (3      )       -           -
expense -
operations
Segment G&A
expenses
(excluding             (29     )       (16   )     (23     )         (22     )       (16   )     (24     )
equity-indexed
compensation
expense) ^(2)
Equity-indexed
compensation
expense -              (7      )       (2    )     (7      )         (7      )       (4    )     (5      )
general and
administrative
Equity
earnings in           22            -         -               12            -         -       
unconsolidated
entities
Reported           $   207          $  170       $ 149           $   193          $  138       $ 209
segment profit
Selected items
impacting
comparability         7             (1    )    60              5             3         58      
of segment
profit ^ (3)
Segment profit
excluding
selected items     $   214         $  169      $ 209          $   198         $  141      $ 267     
impacting
comparability
                                                                                               
Maintenance        $   36          $  13       $ 3            $   30          $  16       $ 2       
capital
                                                                                               
                   Twelve Months Ended                           Twelve Months Ended
                   December 31, 2013                             December 31, 2012
                                                 Supply and                                    Supply and
                   Transportation  Facilities   Logistics       Transportation  Facilities   Logistics
Revenues ^(1)      $   1,498        $  1,377     $ 40,696        $   1,416        $  1,098     $ 36,440
Purchases and
related costs          (147    )       (312  )     (39,315 )         (134    )       (238  )     (35,139 )
^(1)
Field
operating
costs
(excluding             (528    )       (362  )     (422    )         (468    )       (289  )     (417    )
equity-indexed
compensation
expense) ^(1)
Equity-indexed
compensation           (18     )       (2    )     (3      )         (16     )       (2    )     (2      )
expense -
operations
Segment G&A
expenses
(excluding             (101    )       (63   )     (102    )         (96     )       (64   )     (101    )
equity-indexed
compensation
expense) ^(2)
Equity-indexed
compensation
expense -              (39     )       (22   )     (32     )         (30     )       (23   )     (28     )
general and
administrative
Equity
earnings in           64            -         -               38            -         -       
unconsolidated
entities
Reported           $   729          $  616       $ 822           $   710          $  482       $ 753
segment profit
Selected items
impacting
comparability         31            13        71              32           20       102     
of segment
profit ^ (3)
Segment profit
excluding
selected items     $   760         $  629      $ 893          $   742         $  502      $ 855     
impacting
comparability
                                                                                               
Maintenance        $   123         $  38       $ 15           $   108         $  49       $ 13      
capital
                                                                                               
^(1) Includes intersegment amounts.
^(2) Segment general and administrative expenses (G&A) reflect direct costs attributable to each segment
and an allocation of other expenses to the segments. The proportional allocations by segment

require judgment by management and are based on the business activities that exist during each period.
Includes acquisition-related expenses for the 2012 period.
^(3) Certain non-GAAP financial measures may not be impacted by each of the selected items impacting
comparability.


PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
FINANCIAL SUMMARY (unaudited)
                                                               
                             Three Months Ended         Twelve Months Ended
                             December 31,               December 31,
OPERATING DATA ^(1)          2013          2012         2013           2012
                                                                       
Transportation
activities (average
daily volumes in
thousands of barrels):
Tariff activities
Crude Oil Pipelines
All American                 40            37           40             33
Bakken Area Systems          135           120          131            130
Basin / Mesa                 737           756          718            696
Capline                      144           154          151            146
Eagle Ford Area Systems      166           40           102            23
Line 63 / Line 2000          113           134          113            128
Manito                       44            52           46             57
Mid-Continent Area           293           281          281            271
Systems
Permian Basin Area           703           489          581            461
Systems
Rainbow                      120           141          124            145
Rangeland                    64            65           60             62
Salt Lake City Area          128           144          131            149
Systems
South Saskatchewan           57            60           51             60
White Cliffs                 25            21           23             18
Other                        688           717          725            703
NGL Pipelines
Co-Ed                        58            52           56             44
Other                        206           159          194            131
Refined Products             9             122          68             116
Pipelines
Tariff activities total      3,730         3,544        3,595          3,373
Trucking                     129           112          117            106
Transportation               3,859         3,656        3,712          3,479
activities total
                                                                       
Facilities activities
(average monthly
volumes):
Crude oil, refined
products and NGL
terminalling and
storage
(average monthly
capacity in millions of      94            94           94             90
barrels)
Rail load / unload
volumes
(average throughput in
thousands of barrels         221           -            221            -
per day)
Natural gas storage
(average monthly
capacity in billions of      97            93           96             84
cubic feet)
NGL fractionation
(average throughput in
thousands of barrels         89            97           96             79
per day)
Facilities activities
total
(average monthly
capacity in millions of      120           113          120            106
barrels) ^(2)
                                                                       
Supply and Logistics
activities (average
daily volumes in
thousands of barrels):
Crude oil lease              870           850          859            818
gathering purchases
NGL sales                    272           259          215            182
Waterborne cargos            -             4            4              3
Supply and Logistics         1,142         1,113        1,078          1,003
activities total
                                                                       
^(1) Volumes associated with acquisitions represent total volumes
(attributable to our interest) for the number of days or months we actually
owned the assets divided by the number of days or months in the period.
^(2) Facilities total is calculated as the sum of: (i) crude oil, refined
products and NGL terminalling and storage capacity; (ii) rail load and unload
volumes multiplied by the number of days in the period and divided by the
number of months in the period; (iii) natural gas storage capacity divided by
6 to account for the 6:1 mcf of gas to crude Btu equivalent ratio and further
divided by 1,000 to convert to monthly volumes in millions; and (iv) 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)
                                                                  
COMPUTATION OF
BASIC AND
DILUTED EARNINGS
PER LIMITED
PARTNER UNIT
(in millions,
except per unit
data)
                    Three Months Ended            Twelve Months Ended
                    December 31,                  December 31,
                    2013           2012           2013            2012
Basic Net Income
per Limited
Partner Unit:
Net income
attributable to     $  309         $  320         $  1,361        $  1,094
PAA
Less: General
partner's
incentive              (102  )        (81   )        (375   )        (289   )
distribution
^(1)
Less: General
partner 2%            (4    )       (5    )       (19    )       (16    )
ownership ^(1)
Net income
available to           203            234            967             789
limited partners
Less:
Undistributed
earnings
allocated and         (2    )       (1    )       (7     )       (5     )
distributions to
participating
securities ^(1)
Net income
available to
limited partners
in accordance       $  201        $  233        $  960         $  784    
with application
of the two-class
method for MLPs
                                                                  
Basic weighted
average number
of limited             344            334            341             325
partner units
outstanding
                                                                  
Basic net income
per limited         $  0.59       $  0.70       $  2.82        $  2.41   
partner unit
                                                                  
Diluted Net
Income per
Limited Partner
Unit:
Net income
attributable to     $  309         $  320         $  1,361        $  1,094
PAA
Less: General
partner's
incentive              (102  )        (81   )        (375   )        (289   )
distribution
^(1)
Less: General
partner 2%            (4    )       (5    )       (19    )       (16    )
ownership ^(1)
Net income
available to           203            234            967             789
limited partners
Less:
Undistributed
earnings
allocated and         (2    )       (1    )       (6     )       (4     )
distributions to
participating
securities ^(1)
Net income
available to
limited partners
in accordance       $  201        $  233        $  961         $  785    
with application
of the two-class
method for MLPs
                                                                  
Basic weighted
average number
of limited             344            334            341             325
partner units
outstanding
Effect of
dilutive
securities:           2            3            2             3      
Weighted average
LTIP units ^(2)
Diluted weighted
average number
of limited            346          337          343           328    
partner units
outstanding
                                                                  
Diluted net
income per          $  0.58       $  0.69       $  2.80        $  2.40   
limited partner
unit
                                                                  
^(1) 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 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.
^(2) Our Long-term Incentive Plan ("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 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)
                                                                     
                                                                     
SELECTED ITEMS
IMPACTING
COMPARABILITY
(in millions, except
per unit data)
                           Three Months Ended            Twelve Months Ended
                           December 31,                  December 31,
                           2013            2012          2013        2012
Selected Items
Impacting
Comparability -
Income/(Loss) ^(1):
Gains/(losses) from
derivative
activities net of          $  (51    )     $  (56    )   $ (59   )   $ (74   )
inventory valuation
adjustments ^(2)
Asset impairments             -               (41    )     -           (166  )
^(3)
Equity-indexed
compensation expense          (12    )        (10    )     (63   )     (59   )
^(4)
Net gain/(loss) on
foreign currency              (7     )        (1     )     (1    )     (7    )
revaluation
Tax effect on
selected items                8               -            16          -
impacting
comparability
Significant
acquisition-related           -               (1     )     -           (14   )
expenses
Other ^(5)                   -             -          2         -     
Selected items
impacting
comparability of net       $  (62    )     $  (109   )   $ (105  )   $ (320  )
income attributable
to PAA
                                                                     
Impact to basic net
income per limited         $  (0.17  )     $  (0.31  )   $ (0.30 )   $ (0.96 )
partner unit
Impact to diluted
net income per             $  (0.18  )     $  (0.32  )   $ (0.30 )   $ (0.95 )
limited partner unit
                                                                     
^(1) Certain of our non-GAAP financial measures may not be impacted by each of
the selected items impacting comparability.
^(2) Includes mark-to-market gains and losses resulting from derivative
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.
^(3) Asset impairments are reflected in "Depreciation and amortization" on our
Condensed Consolidated Statements of Operations and do not impact the
comparability of EBITDA.
^(4) Equity-indexed compensation expense above excludes the portion of
equity-indexed compensation expense represented by grants under LTIP that,
pursuant to the terms of the grant, will be settled in cash only and have no
impact on diluted units.
^(5) Includes other immaterial selected items impacting comparability, as well
as the noncontrolling interests' portion of selected items.

                                                       
PLAINS ALL
AMERICAN
PIPELINE,
L.P. AND
SUBSIDIARIES
FINANCIAL
SUMMARY                                              
(unaudited)
                                                                      
COMPUTATION
OF ADJUSTED
BASIC AND
DILUTED
EARNINGS PER
LIMITED
PARTNER UNIT
(in millions,
except per
unit data)
                      Three Months Ended              Twelve Months Ended
                      December 31,                    December 31,
                       2013         2012           2013          2012  
Basic
Adjusted Net
Income per
Limited
Partner Unit
Net income
attributable          $ 309          $ 320            $ 1,361         $ 1,094
to PAA
Selected
items
impacting
comparability          62           109            105           320   
of net income
attributable
to PAA ^ (1)
Adjusted net
income                  371            429              1,466           1,414
attributable
to PAA
Less: General
partner's
incentive               (102 )         (81  )           (375  )         (289  )
distribution
^(2)
Less: General
partner 2%             (5   )        (7   )          (22   )        (23   )
ownership
^(2)
Adjusted net
income
available to            264            341              1,069           1,102
limited
partners
Less:
Undistributed
earnings
allocated and
distributions          (2   )        (3   )          (7    )        (8    )
to
participating
securities
^(2)
Adjusted
limited               $ 262         $ 338           $ 1,062        $ 1,094 
partners' net
income
                                                                      
Basic
weighted
average
number of               344            334              341             325
limited
partner units
outstanding
                                                                      
Basic
adjusted net
income per            $ 0.76        $ 1.01          $ 3.12         $ 3.37  
limited
partner unit
                                                                      
Diluted
Adjusted Net
Income per
Limited
Partner Unit
Net income
attributable          $ 309          $ 320            $ 1,361         $ 1,094
to PAA
Selected
items
impacting
comparability          62           109            105           320   
of net income
attributable
to PAA ^ (1)
Adjusted net
income                  371            429              1,466           1,414
attributable
to PAA
Less: General
partner's
incentive               (102 )         (81  )           (375  )         (289  )
distribution
^(2)
Less: General
partner 2%             (5   )        (7   )          (22   )        (23   )
ownership
^(2)
Adjusted net
income
available to            264            341              1,069           1,102
limited
partners
Less:
Undistributed
earnings
allocated and
distributions          (2   )        (1   )          (5    )        (4    )
to
participating
securities
^(2)
Adjusted
limited               $ 262         $ 340           $ 1,064        $ 1,098 
partners' net
income
                                                                      
Diluted
weighted
average
number of               346            337              343             328
limited
partner units
outstanding
                                                                      
Diluted
adjusted net
income per            $ 0.76        $ 1.01          $ 3.10         $ 3.35  
limited
partner unit
                                                                      
^(1) Certain of our non-GAAP financial measures may not be impacted by each of
the selected items impacting comparability.
^(2) 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
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.

                                                        
PLAINS ALL
AMERICAN
PIPELINE, L.P.
AND
SUBSIDIARIES
FINANCIAL SUMMARY (unaudited)
FINANCIAL DATA
RECONCILIATIONS
(in millions)           Three Months Ended             Twelve Months Ended
                        December 31,                   December 31,
                        2013          2012             2013            2012
Net Income to
Earnings Before
Interest,
Taxes,
Depreciation
and
Amortization
("EBITDA") and
Excluding
Selected Items
Impacting
Comparability
("Adjusted
EBITDA")
Reconciliations
Net Income              $ 318         $ 330            $ 1,391         $ 1,127
Add: Interest             79            74               303             288
expense
Add: Income tax           19            11               99              54
expense
Add:
Depreciation             110         126            375           482   
and
amortization
EBITDA                  $ 526         $ 541            $ 2,168         $ 1,951
Selected items
impacting                69          68             124           156   
comparability
of EBITDA ^(1)
Adjusted EBITDA         $ 595        $ 609           $ 2,292        $ 2,107 
                                                                       
^(1) Certain of our non-GAAP financial measures may not be impacted by each of
the selected items impacting comparability.
                                                                       
                        Three Months Ended             Twelve Months Ended
                        December 31,                   December 31,
                        2013          2012             2013            2012
Adjusted EBITDA
to Implied
Distributable
Cash Flow
("DCF")
Adjusted EBITDA         $ 595         $ 609            $ 2,292         $ 2,107
Interest                  (79 )         (74  )           (303  )         (288  )
expense
Maintenance               (52 )         (48  )           (176  )         (170  )
capital
Current income            (31 )         (21  )           (100  )         (53   )
tax expense
Equity earnings
in
unconsolidated            (3  )         1                (10   )         2
entities, net
of
distributions
Distributions
to                       (1  )        (12  )          (38   )        (48   )
noncontrolling
interests ^ (1)
Implied DCF             $ 429        $ 455           $ 1,665        $ 1,550 
                                                                       
^(1) Includes distributions that pertain to the current period's net income,
which are paid in the subsequent period.
                                                                       
                        Three Months Ended             Twelve Months Ended
                        December 31,                   December 31,
                        2013          2012             2013            2012
Cash Flow from
Operating
Activities
Reconciliation
EBITDA                  $ 526         $ 541            $ 2,168         $ 1,951
Current income            (31 )         (21  )           (100  )         (53   )
tax expense
Interest                  (79 )         (74  )           (303  )         (288  )
expense
Net change in
assets and
liabilities,              (76 )         (104 )           73              (471  )
net of
acquisitions
Other items to
reconcile to
cash flows from
operating
activities:
Equity-indexed
compensation             20          19             116           101   
expense
Net cash
provided by             $ 360        $ 361           $ 1,954        $ 1,240 
operating
activities

                                                                                    
PLAINS GP
HOLDINGS AND
SUBSIDIARIES
FINANCIAL SUMMARY                                                               
(unaudited)
                                                                                           
CONDENSED
CONSOLIDATING
STATEMENTS OF
OPERATIONS
(in millions,
except per share
data)
                                                                                           
                    Three Months Ended                        Twelve Months Ended
                    December 31, 2013                         December 31, 2013
                                 Consolidating                             Consolidating
                    PAA                          PAGP ^(2)    PAA                          PAGP ^(2)
                                 Adjustments                               Adjustments
                                 ^(1)                                      ^(1)
                                                                                           
REVENUES            $ 10,631     $   -           $ 10,631     $ 42,249     $  -            $ 42,249
                                                                                           
COSTS AND
EXPENSES
Purchases and         9,731          -             9,731        38,465        -              38,465
related costs
Field operating       312            -             312          1,322         -              1,322
costs
General and
administrative        84             1             85           359           1              360
expenses
Depreciation and     110          2           112        375         3            378    
amortization
Total costs and      10,237       3           10,240     40,521      4            40,525 
expenses
                                                                                           
OPERATING INCOME      394            (3     )      391          1,728         (4      )      1,724
                                                                                           
OTHER
INCOME/(EXPENSE)
Equity earnings
in unconsolidated     22             -             22           64            -              64
entities
Interest expense,     (79    )       (2     )      (81    )     (303   )      (6      )      (309   )
net
Other income, net    -            -           -          1           -            1      
                                                                                           
INCOME BEFORE TAX     337            (5     )      332          1,490         (10     )      1,480
Current income        (31    )       -             (31    )     (100   )      -              (100   )
tax expense
Deferred income
tax                  12           (8     )     4          1           (7      )     (6     )
benefit/(expense)
                                                                                           
NET INCOME            318            (13    )      305          1,391         (17     )      1,374
Net income
attributable to      (9     )      (284   )     (293   )    (30    )     (1,329  )     (1,359 )
noncontrolling
interests
NET INCOME
ATTRIBUTABLE TO     $ 309       $   (297   )    $ 12        $ 1,361     $  (1,346  )    $ 15     
PAGP
                                                                                           
                                                                                           
BASIC NET INCOME
PER CLASS A SHARE                                $ 0.10                                   $ 0.10   
^(3)
                                                                                           
DILUTED NET
INCOME PER CLASS                                 $ 0.10                                   $ 0.10   
A SHARE ^(3)
                                                                                           
BASIC WEIGHTED
AVERAGE CLASS A                                   132                                     132    
SHARES
OUTSTANDING ^(3)
                                                                                           
DILUTED WEIGHTED
AVERAGE CLASS A                                   132                                     132    
SHARES
OUTSTANDING ^(3)
                                                              
^(1) Represents the aggregate consolidating adjustments necessary to produce consolidated financial
statements for PAGP.
^(2) Includes results attributable to PAGP from October 21, 2013 (the date of closing PAGP's IPO)
through December 31, 2013, plus results for Plains All American GP LLC, the predecessor entity to
PAGP, prior to October 21, 2013.
^(3) Attributable to post-IPO period, October 21, 2013 through December 31, 2013.

                                                               
PLAINS GP HOLDINGS AND
SUBSIDIARIES
FINANCIAL SUMMARY                                              
(unaudited)
                                                                    
CONDENSED CONSOLIDATING
BALANCE SHEET DATA
(in millions)
                            December 31, 2013
                                             Consolidating
                            PAA                                     PAGP
                                             Adjustments ^(1)
ASSETS
Current assets              $   4,964        $    1                 $  4,965
Property and equipment,         10,819            22                   10,841
net
Goodwill                        2,503             -                    2,503
Linefill and base gas           798               -                    798
Long-term inventory             251               -                    251
Investments in                  485               -                    485
unconsolidated entities
Other, net                     540              1,070              1,610
Total assets                $   20,360       $    1,093            $  21,453
                                                                    
LIABILITIES AND
PARTNERS' CAPITAL
Current liabilities         $   5,411        $    2                 $  5,413
Senior notes, net of            6,710             -                    6,710
unamortized discount
Long-term debt under
credit facilities and           5                 515                  520
other
Other long-term
liabilities and                531              -                  531
deferred credits
Total liabilities               12,657            517                  13,174
                                                                    
Partners' capital
excluding                       7,644             (6,609    )          1,035
noncontrolling
interests
Noncontrolling                 59               7,185              7,244
interests
Total partners' capital        7,703            576                8,279
Total liabilities and       $   20,360       $    1,093            $  21,453
partners' capital
                                                                    
^(1) Represents the aggregate consolidating adjustments necessary to produce
consolidated financial statements for PAGP.

                                        
PLAINS GP HOLDINGS AND SUBSIDIARIES
DISTRIBUTION SUMMARY (unaudited)                
                                                 
Q4 2013 PAGP DISTRIBUTION SUMMARY
(in millions, except per unit and per
share data)
                                                 
                                                 Q4 2013 ^ (1)
PAA Distribution/LP Unit                         $       0.61500
GP Distribution/LP Unit                          $       0.29730       
Total Distribution/LP Unit                       $       0.91230       
                                                 
PAA LP Units Outstanding at 1/31/14                      360
                                                 
Gross GP Distribution                            $       114
Less: IDR Reduction ^(2)                                (7            )
Net Distribution from PAA to AAP                 $       107
Less: Debt Service                                       (3            )
Less: G&A Expense                                        (1            )
Plus: Cash Balance                                      0             
Cash Available for Distribution by AAP           $       104           
                                                 
Distributions to AAP Partners
For period from 10/01/13 to 10/20/13:
Direct AAP Owners & AAP Management               $       23
(100% economic interest)
For period from 10/21/13 to 12/31/13:
Direct AAP Owners & AAP Management                       64
(79.4% economic interest)
PAGP (20.6% economic interest)                          17            
Total distributions to AAP Partners              $       104           
                                                 
Distribution to PAGP Investors                   $       17            
PAGP Class A Shares Outstanding at                      134           
1/31/14
PAGP Distribution/Class A Share ^(3)             $       0.12505       
PAGP Distribution/Class A Share                  $       0.15979
(non-prorated) ^(4)
                                                 
^(1) Amounts may not recalculate due to rounding.
^(2) Includes reductions associated with the BP NGL Acquisition and PNG
Merger. The reduction associated with the BP NGL Acquisition will reduce to
$2.5 million per quarter from $3.75 million per quarter beginning with the May
2014 distribution.
^(3) Distribution prorated for the portion of the period following the closing
of PAGP's IPO on October 21, 2013.
^(4) Reflects a full fourth quarter distribution per Class A share (before
proration), assuming PAGP's current ownership interest in AAP for the full
fourth quarter of 2013.

                                    
PLAINS GP HOLDINGS AND SUBSIDIARIES
FINANCIAL SUMMARY (unaudited)              
                                            
COMPUTATION OF BASIC AND DILUTED
NET INCOME PER CLASS A SHARE
(in millions, except per share
data)
                                            October 21, 2013
                                            to December 31, 2013
Basic and Diluted Net Income per
Class A Share
Net income attributable to PAGP             $           15
Less net income attributable to
PAGP for the period from January 1,                    (3           )
2013 to October 20, 2013
Net income attributable to PAGP for
the period from October 21, 2013 to         $           12
December 31, 2013
Basic and diluted weighted average
number of Class A shares                                132
outstanding ^(1)
                                            
Basic and diluted net income per            $           0.10         
Class A share
                                            
^(1) Basic weighted average number of Class A shares outstanding is weighted
for the period following the closing of our IPO. Approximately 128 million
Class A shares were issued upon closing of our IPO with approximately 4
million additional Class A shares issued through the exercise in October 2013
of an over-allotment option. Subsequent conversions of AAP units were
immaterial.

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Contact:

Plains All American Pipeline, L.P. & Plains GP Holdings
Roy I. Lamoreaux, (866) 809-1291
Director,Investor Relations
or
Al Swanson, (800) 564-3036
Executive Vice President, CFO
 
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