Summary of PLAINS ALL AMERICAN PIPELINE LP

Item 2.02 and Item 7.01. Results of Operations and Financial Condition; Regulation FD Disclosure

Plains All American Pipeline, L.P. (the "Partnership") today issued a press release reporting its first-quarter 2009 results. We are furnishing the press release, attached as Exhibit 99.1, pursuant to Item 2.02 and Item 7.01 of Form 8-K. Pursuant to Item 7.01 we are providing detailed guidance for financial performance for the second quarter and second half of calendar 2009. In accordance with General Instruction B.2. of Form 8-K, the information presented herein under this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Disclosure of Second Quarter and Second Half 2009 Guidance

EBIT and EBITDA (each as defined below in Note 1 to the "Operating and Financial Guidance" table) are non-GAAP financial measures. Net income and cash flows from operating activities are the most directly comparable GAAP measures to EBIT and EBITDA. In Note 10 below, we reconcile EBITDA and EBIT to net income for the 2009 guidance periods presented. It is, however, impractical to reconcile EBIT and EBITDA to cash flows from operating activities for a forecasted period. We encourage you to visit our website at www.paalp.com (in particular the section entitled "Non-GAAP Reconciliation"), which presents a historical reconciliation of certain commonly used non-GAAP financial measures, including EBIT and EBITDA. We present EBIT and EBITDA because we believe they provide additional information with respect to both the performance of our fundamental business activities and our ability to meet our future debt service, capital expenditures and working capital requirements. We also believe that debt holders commonly use EBITDA to analyze partnership performance. In addition, we have highlighted the impact of our equity compensation plans, inventory valuation adjustments net of gains and losses from related derivative activities, gains and losses from other derivative activities, and foreign currency revaluations on Segment Profit, EBITDA, Net Income and Net Income per Basic and Diluted Limited Partner Unit.

The following guidance for the three-month period ending June 30, 2009 and the six and twelve-month periods ending December 31, 2009 is based on assumptions and estimates that we believe are reasonable given our assessment of historical trends (modified for changes in market conditions), business cycles and other reasonably available information. Projections covering multi-quarter periods contemplate inter-period changes in future performance resulting from new expansion projects, seasonal operational changes (such as LPG sales) and acquisition synergies. Our assumptions and future performance, however, are both subject to a wide range of business risks and uncertainties, so no assurance can be provided that actual performance will fall within the guidance ranges. Please refer to information under the caption "Forward-Looking Statements and Associated Risks" below. These risks and uncertainties, as well as other unforeseeable risks and uncertainties, could cause our actual results to differ materially from those in the following table. The operating and financial guidance provided below is given as of the date hereof, based on information known to us as of May 5, 2009. We undertake no obligation to publicly update or revise any forward-looking statements.

                       Plains All American Pipeline, L.P.

                        Operating and Financial Guidance

                      (in millions, except per unit data)



                                Actual                                   Guidance (1)
                               3 Months       3 Months Ending         6 Months Ending          12 Months Ending
                                Ended          June 30, 2009         December 31, 2009        December 31, 2009
                              3/31/2009        Low        High         Low         High         Low         High
Segment Profit
Net revenues (including
equity earnings from
unconsolidated entities)      $      515    $     425    $  438    $       873    $  894    $     1,813    $ 1,847
Field operating costs               (152 )       (172 )    (168 )         (328 )    (322 )         (652 )     (642 )
General and administrative
expenses                             (46 )        (47 )     (45 )          (91 )     (88 )         (184 )     (179 )
                                     317          206       225            454       484            977      1,026
Depreciation and
amortization expense                 (58 )        (57 )     (55 )         (117 )    (113 )         (232 )     (226 )
Interest expense, net                (51 )        (58 )     (56 )         (117 )    (113 )         (226 )     (220 )
Income tax expense                    (1 )         (3 )      (2 )           (6 )      (4 )          (10 )       (7 )
Other income (expense),
net                                    4            2         3              -         -              6          7
Net Income                    $      211    $      90    $  115    $       214    $  254    $       515    $   580

Net Income to Limited
Partners                      $      180    $      55    $   80    $       145    $  185    $       380    $   445
Basic Net Income Per
Limited Partner Unit
Weighted Average Units
Outstanding                          124          129       129            129       129            127        127
Net Income Per Unit           $     1.42    $    0.43    $ 0.62    $      1.11    $ 1.41    $      2.93    $  3.43

Diluted Net Income Per
Limited Partner Unit
Weighted Average Units
Outstanding                          125          130       130            130       130            128        128
Net Income Per Unit           $     1.41    $    0.43    $ 0.61    $      1.10    $ 1.40    $      2.91    $  3.41

EBIT                          $      263    $     151    $  173    $       337    $  371    $       751    $   807
EBITDA                        $      321    $     208    $  228    $       454    $  484    $       983    $ 1,033

Selected Items Impacting
Comparability
Equity compensation
benefit/(charge)              $       (9 )  $      (7 )  $   (7 )  $       (11 )  $  (11 )  $       (27 )  $   (27 )
Inventory valuation
adjustments net of gains
and losses from related
derivative activities                 22            -         -              -         -             22         22
Gains/Losses from other
derivative activities                 26            -         -              -         -             26         26
Net gain on foreign
currency revaluation                  10            -         -              -         -             10         10
                              $       49    $      (7 )  $   (7 )  $       (11 )  $  (11 )  $        31    $    31


Excluding Selected Items
Impacting Comparability
Adjusted Segment Profit
Transportation                $      117    $     108    $  113    $       250    $  258    $       475    $   488
Facilities                            47           42        45            110       114            199        206
Marketing                            107           63        74            105       123            275        304
Other Income (Expense),
net                                    1            2         3              -         -              3          4
Adjusted EBITDA               $      272    $     215    $  235    $       465    $  495    $       952    $ 1,002
Adjusted Net Income           $      162    $      97    $  122    $       225    $  265    $       484    $   549
Adjusted Basic Net Income
per Limited Partner Unit      $     1.03    $    0.48    $ 0.67    $      1.19    $ 1.49    $      2.69    $  3.19
Adjusted Diluted Net
Income per Limited Partner
Unit                          $     1.02    $    0.48    $ 0.67    $      1.18    $ 1.48    $      2.67    $  3.17

(1) The projected average foreign exchange rate was based on actual rates for April 2009 and $1.18 CAD to $1 USD for the remainder of 2009. The rate as of May 5, 2009 was $1.18 CAD to $1 USD. A $0.10 change in the foreign exchange rate will impact forecasted EBITDA by approximately $9 million.

Notes and Significant Assumptions:



1.           Definitions.



EBIT                 Earnings before interest and taxes
EBITDA               Earnings before interest, taxes and depreciation and
                     amortization expense
Segment Profit       Net revenues (including equity earnings, as applicable)
                     less field operating costs and segment general and
                     administrative expenses
Bbls/d               Barrels per day
Bcf                  Billion cubic feet
LTIP                 Long-Term Incentive Plan
LPG                  Liquefied petroleum gas and other natural gas-related
                     petroleum products (primarily propane and butane)
FX                   Foreign currency exchange
General partner (GP) As the context requires, "general partner" refers to any or
                     all of (i) PAA GP LLC, the owner of our 2% general partner
                     interest, (ii) Plains AAP, L.P., the sole member of PAA GP
                     LLC and owner of our incentive distribution rights and
                     (iii) Plains All American GP LLC, the general partner of
                     Plains AAP, L.P.
Class B units        Class B units of Plains AAP, L.P.




2.                 Business Segments.  We manage our operations through three
operating segments: (i) Transportation, (ii) Facilities and (iii) Marketing. The

following is a brief explanation of the operating activities for each segment as well as key metrics.

a. Transportation. Our transportation segment operations generally consist of fee-based activities associated with transporting crude oil and refined products on pipelines, gathering systems, trucks and barges. We generate revenue through a combination of tariffs, third-party leases of pipeline capacity and transportation fees. We also include in this segment our equity earnings from our investment in the Butte and Frontier pipeline systems and Settoon Towing, in which we own non-controlling interests.

Pipeline volume estimates are based on historical trends, anticipated future operating performance and completion of internal growth projects. Volumes are influenced by maintenance schedules at refineries, production declines, weather and other natural disasters including hurricanes, changes in the quantity of inventory held in tanks, and other external factors beyond our control. Segment profit is forecast using the volume assumptions in the table below, priced at forecasted tariff rates, less estimated field operating costs and G&A expenses. Field operating costs do not include depreciation. Actual segment profit could vary materially depending on the level and mix of volumes transported or expenses incurred during the period.

The following table summarizes our total pipeline volumes and highlights major systems that are significant either in total volumes transported or in contribution to total transportation segment profit.

                                      Actual                            2009 Guidance
                                   Three Months      Three Months        Six Months        Twelve Months
                                      Ended             Ending             Ending             Ending
                                    March 31,          June 30,         December 31,       December 31,
Average Daily Volumes (000
Bbls/d)
All American                                  35                42                 43                  41
Basin                                        393               370                360                 371
Capline                                      206               225                225                 220
Line 63 / 2000                               121               130                130                 128
Salt Lake City Area Systems (1)
(2)                                          104               130                140                 129
West Texas / New Mexico Area
Systems (1)                                  395               385                370                 380
Rainbow                                      195               195                195                 195
Manito                                        65                65                 65                  65
Rangeland                                     59                60                 55                  57
Refined Products                              97                95                100                  98
Other                                      1,141             1,273              1,287               1,248
                                           2,811             2,970              2,970               2,932
Trucking                                      89                90                 90                  90
                                           2,900             3,060              3,060               3,022
Segment Profit per Barrel
($/Bbl)
Excluding Selected Items
Impacting Comparability           $         0.45    $         0.40 (3) $         0.45 (3) $          0.44 (3)

. . .