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 second-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 third-and fourth-quarter calendar 2009, and updating our previous guidance for financial performance for the full calendar year of 2009 (which supersedes guidance pertaining to 2009 contained in our Form 8-K furnished on May 6, 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 Third and Fourth Quarter 2009 Guidance; Update of Full Year 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 months ending September 30 and December 31, 2009 and the twelve months 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 we can provide no assurance 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 August 4, 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)
                                6 Months       3 Months Ending          3 Months Ending        12 Months Ending
                                 Ended        September 30, 2009       December 31, 2009       December 31, 2009
                               6/30/2009        Low          High        Low         High        Low        High
Segment Profit
Net revenues (including
equity earnings from
unconsolidated entities)       $      974   $        418    $  436   $       444    $  463   $     1,836   $ 1,873
Field operating costs                (312 )         (166 )    (161 )        (162 )    (158 )        (640 )    (631 )
General and administrative
expenses                             (100 )          (49 )     (47 )         (48 )     (46 )        (197 )    (193 )
                                      562            203       228           234       259           999     1,049
Depreciation and
amortization expense                 (114 )          (59 )     (57 )         (60 )     (58 )        (233 )    (229 )
Interest expense, net                (107 )          (60 )     (58 )         (60 )     (58 )        (227 )    (223 )
Income tax benifit /
(expense)                               1             (2 )      (2 )          (2 )      (2 )          (3 )      (3 )
Other income (expense), net             5              -         -             -         -             5         5
Net Income                     $      347   $         82    $  111   $       112    $  141   $       541   $   599

Net Income to Limited
Partners                       $      282   $         47    $   76   $        76    $  105   $       405   $   463
Basic Net Income Per Limited
Partner Unit
Weighted Average Units
Outstanding                           126            129       129           129       129           128       128
Net Income Per Unit            $     2.20   $       0.36    $ 0.58   $      0.58    $ 0.80   $      3.12   $  3.57

Diluted Net Income Per
Limited Partner Unit
Weighted Average Units
Outstanding                           127            130       130           130       130           129       129
Net Income Per Unit            $     2.18   $       0.36    $ 0.58   $      0.58    $ 0.80   $      3.10   $  3.54

EBIT                           $      453   $        144    $  171   $       174    $  201   $       771   $   825
EBITDA                         $      567   $        203    $  228   $       234    $  259   $     1,004   $ 1,054

Selected Items Impacting
Comparability
Equity compensation charge     $      (25 ) $         (7 )  $   (7 ) $        (6 )  $   (6 ) $       (38 ) $   (38 )
Inventory valuation
adjustments net of gains and
losses from related
derivative activities                  32              -         -             -         -            32        32
Gains / (losses) from other
derivative activities                  36              -         -             -         -            36        36
Net gain on foreign currency
revaluation                            12              -         -             -         -            12        12
                               $       55   $         (7 )  $   (7 ) $        (6 )  $   (6 ) $        42   $    42


Excluding Selected Items
Impacting Comparability
Adjusted Segment Profit
Transportation                 $      239   $        124    $  130   $       127    $  133   $       490   $   502
Facilities                            102             51        55            54        58           207       215
Marketing                             166             35        50            59        74           260       290
Other Income (Expense), net             5              -         -             -         -             5         5
Adjusted EBITDA                $      512   $        210    $  235   $       240    $  265   $       962   $ 1,012
Adjusted Net Income            $      292   $         89    $  118   $       118    $  147   $       499   $   557
Adjusted Basic Net Income
per Limited Partner Unit       $     1.77   $       0.41    $ 0.63   $      0.62    $ 0.84   $      2.80   $  3.24
Adjusted Diluted Net Income
per Limited Partner Unit       $     1.75   $       0.41    $ 0.63   $      0.62    $ 0.83   $      2.78   $  3.22

(1) The projected average foreign exchange rate was based on actual rates for July 2009 and $1.15 CAD to $1 USD for the remainder of 2009. The rate as of August 4, 2009 was $1.07 CAD to $1 USD. A $0.10 change in the foreign exchange rate will impact forecasted EBITDA by approximately $6 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
                                         Six Months        Three Months        Three Months        Twelve Months
                                            Ended             Ending              Ending               Ending
                                          June 30,        September 30,        December 31,         December 31,
Average Daily Volumes (000 Bbls/d)
All American                                       39                  42                  42                   41
Basin                                             417                 400                 360                  398
Capline                                           205                 225                 225                  215
Line 63 / 2000                                    133                 135                 130                  133
Salt Lake City Area Systems (1)                   121                 140                 140                  131
West Texas / New Mexico Area Systems
(1)                                               384                 370                 370                  377
Rainbow                                           188                 180                 185                  185
Manito                                             63                  65                  65                   64
Rangeland                                          56                  55                  50                   54
Refined Products                                   94                 100                 100                   97
Other                                           1,201               1,283               1,263                1,237
                                                2,901               2,995               2,930                2,932
Trucking                                           86                  85                  95                   88
                                                2,987               3,080               3,025                3,020
Segment Profit per Barrel ($/Bbl)
. . .