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 or Plains") today issued a press release reporting its third-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 updated detailed guidance for financial performance for the fourth quarter of calendar year 2009 with resulting performance for the full calendar year of 2009 (which supersedes guidance pertaining to 2009 contained in our Form 8-K furnished on August 5, 2009) and we are providing preliminary guidance for calendar year 2010. 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.

Update of Fourth Quarter 2009 Guidance; Disclosure of Full Year 2010 Preliminary 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 net income to EBIT and EBITDA 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 an 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, foreign currency revaluations and loss on senior notes on Segment Profit, EBITDA, Net Income and Net Income per Basic and Diluted Limited Partner Unit.

The following guidance for the three months and twelve months ending December 31, 2009, as well as the preliminary guidance for calendar year 2010, 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 November 3, 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)
                                  9 Months          3 Months Ending            12 Months Ending
                                    Ended          December 31, 2009           December 31, 2009
                                  9/30/2009         Low          High           Low          High
Segment Profit
Net revenues (including
equity earnings from
unconsolidated entities)         $     1,419    $       448    $     465    $     1,867    $  1,884
Field operating costs                   (474 )         (163 )       (158 )         (637 )      (632 )
General and administrative
expenses                                (153 )          (57 )        (54 )         (210 )      (207 )
                                         792            228          253          1,020       1,045
Depreciation and amortization
expense                                 (173 )          (63 )        (61 )         (236 )      (234 )
Interest expense, net                   (165 )          (61 )        (59 )         (226 )      (224 )
Income tax expense                        (1 )           (2 )         (2 )           (3 )        (3 )
Other income (expense), net               17             (3 )         (3 )           14          14
Net Income                       $       470    $        99    $     128    $       569    $    598
Less: Net income attributable
to noncontrolling interest                (1 )            -            -             (1 )        (1 )
Net Income attributable to
Plains                           $       469    $        99    $     128    $       568    $    597

Net Income to Limited
Partners                         $       370    $        61    $      90    $       431    $    460
Basic Net Income Per Limited
Partner Unit
Weighted Average Units
Outstanding                              128            136          136            130         130
Net Income Per Unit              $      2.84    $      0.45    $    0.66    $      3.26    $   3.48

Diluted Net Income Per
Limited Partner Unit
Weighted Average Units
Outstanding                              129            137          137            131         131
Net Income Per Unit              $      2.82    $      0.45    $    0.65    $      3.23    $   3.46

EBIT                             $       635    $       162    $     189    $       797    $    824
EBITDA                           $       808    $       225    $     250    $     1,033    $  1,058

Selected Items Impacting
Comparability
Equity compensation charge       $       (36 )  $       (11 )  $     (11 )  $       (47 )  $    (47 )
Inventory valuation
adjustments net of gains and
(losses) from related
derivative activities                     24              -            -             24          24
Gains (losses) from other
derivative activities                     54              -            -             54          54
Net gain on purchase of
remaining 50% interest in
PNGS                                       9              -            -              9           9
Loss on extinguishment of
7.125% notes                               -             (4 )         (4 )           (4 )        (4 )
Net gain on foreign currency
revaluation                               12              -            -             12          12
                                 $        63    $       (15 )  $     (15 )  $        48    $     48


Excluding Selected Items
Impacting Comparability
Adjusted Segment Profit
Transportation                   $       373    $       130    $     136    $       503    $    509
Facilities                               161             59           63            220         224
Marketing                                203             50           65            253         268
Other Income (Expense), net                8              1            1              9           9
Adjusted EBITDA                  $       745    $       240    $     265    $       985    $  1,010
Adjusted Net Income              $       406    $       114    $     143    $       520    $    549
Adjusted Basic Net Income per
Limited Partner Unit             $      2.35    $      0.56    $    0.77    $      2.90    $   3.12
Adjusted Diluted Net Income
per Limited Partner Unit         $      2.33    $      0.56    $    0.76    $      2.88    $   3.10

(1) The projected average foreign exchange rate was based on actual rates for October 2009 and $1.08 CAD to $1 USD for the remainder of 2009. The rate as of November 3, 2009 was $1.07 CAD to $1 USD.

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
                                               Nine Months       Three Months        Twelve Months
                                                  Ended             Ending               Ending
                                              September 30,      December 31,         December 31,
Average Daily Volumes (000 Bbls/d)
All American                                              40                 42                   41
Basin                                                    389                385                  388
Capline                                                  205                190                  201
Line 63 / 2000                                           136                135                  136
Salt Lake City Area Systems (1)                          132                140                  134
West Texas / New Mexico Area Systems (1)                 375                365                  372
Rainbow                                                  184                185                  184
Manito                                                    62                 65                   63
Rangeland                                                 54                 50                   53
Refined Products                                          96                100                   97
Other                                                  1,207              1,228                1,212
                                                       2,880              2,885                2,881
Trucking                                                  84                100                   88
                                                       2,964              2,985                2,969
Segment Profit per Barrel ($/Bbl)
Excluding Selected Items Impacting
Comparability                                $          0.46    $          0.48 (2) $           0.47 (2)

. . .