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 fourth quarter and full year 2012 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 first quarter and full year 2013 detailed guidance for financial performance. In accordance with General Instruction B.2. of Form 8-K, the information presented herein under Item 2.02 and 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 First Quarter and Full Year 2013 Guidance

We based our guidance for the three-month period ending March 31, 2013 and twelve-month period ending December 31, 2013 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 NGL 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 February 5, 2013. We undertake no obligation to publicly update or revise any forward-looking statements.

To supplement our financial information presented in accordance with GAAP, management uses additional measures known as "non-GAAP financial measures" 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 financial condition and results of operations because these measures, when used in conjunction with related GAAP financial measures, (i) provide additional information about our core operations 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. EBIT and EBITDA (each as defined below in Note 1 to the "Operating and Financial Guidance" table) are non-GAAP financial measures. Net income represents one of the two most directly comparable GAAP measures to EBIT and EBITDA. In Note 10 below, we reconcile net income to EBIT and EBITDA for the 2013 guidance periods presented. Cash flow from operating activities is the other most comparable GAAP measure. We do not, however, reconcile cash flows from operating activities to EBIT and EBITDA, because such reconciliations are impractical for a forecasted period. We encourage you to visit our website at www.paalp.com (in particular the section entitled "Non-GAAP Reconciliations"), which presents a historical reconciliation of EBIT and EBITDA as well as certain other commonly used non-GAAP financial measures. In addition, within our guidance, we have highlighted the impact of equity compensation expense. Due to the nature of the selected items, certain of the selected items impacting comparability may impact certain non-GAAP financial measures but not impact other non-GAAP financial measures.

                       Plains All American Pipeline, L.P.

                        Operating and Financial Guidance

                      (in millions, except per unit data)



                                                           Guidance (1)
                                            3 Months Ending            12 Months Ending
                                            March 31, 2013            December 31, 2013
                                           Low          High           Low          High
Segment Profit
Net revenues (including equity
earnings from unconsolidated
entities)                               $    1,009    $   1,044    $     3,595    $   3,665
Field operating costs                         (340 )       (330 )       (1,340 )     (1,320 )
General and administrative expenses            (98 )        (93 )         (333 )       (323 )
                                               571          621          1,922        2,022
Depreciation and amortization
expense                                        (86 )        (82 )         (353 )       (343 )
Interest expense, net                          (81 )        (77 )         (330 )       (320 )
Income tax benefit (expense)                   (29 )        (25 )          (63 )        (53 )
Other income (expense), net                      1            1              4            4
Net Income                                     376          438          1,180        1,310
Less: Net income attributable to
noncontrolling interests                        (8 )         (8 )          (31 )        (31 )
Net Income attributable to Plains       $      368    $     430    $     1,149    $   1,279

Net Income to Limited Partners (2)      $      278    $     338    $       766    $     893
Basic Net Income Per Limited Partner
Unit (2)
Weighted Average Units Outstanding             336          336            340          340
Net Income Per Unit                     $     0.82    $    1.00    $      2.24    $    2.61

Diluted Net Income Per Limited
Partner Unit (2)
Weighted Average Units Outstanding             339          339            342          342
Net Income Per Unit                     $     0.81    $    0.99    $      2.23    $    2.60

EBIT                                    $      486    $     540    $     1,573    $   1,683
EBITDA                                  $      572    $     622    $     1,926    $   2,026


Selected Items Impacting
Comparability
Equity compensation expense             $      (18 )  $     (18 )  $       (49 )  $     (49 )
Other                                            -            -              1            1
Selected Items Impacting
Comparability of Net Income
attributable to Plains                  $      (18 )  $     (18 )  $       (48 )  $     (48 )



Excluding Selected Items Impacting
Comparability
Adjusted Segment Profit
Transportation                          $      170    $     185    $       810    $     835
Facilities                                     145          155            595          610
Supply and Logistics                           274          299            565          625
Other income, net                                1            1              5            5
Adjusted EBITDA                         $      590    $     640    $     1,975    $   2,075
Adjusted Net Income attributable to
Plains                                  $      386    $     448    $     1,197    $   1,327
Basic Net Income Per Limited Partner
Unit (2)                                $     0.87    $    1.05    $      2.38    $    2.75
Diluted Net Income Per Limited
Partner Unit (2)                        $     0.86    $    1.04    $      2.36    $    2.73

(1) The projected average foreign exchange rate is $1.00 Canadian to $1.00 U.S. for the three-month period ending March 31, 2013 and the twelve-month period ending December 31, 2013. The rate as of February 5, 2013 was $1.00 Canadian to $1.00 U.S. A $0.05 change in the FX rate will impact annual adjusted EBITDA by approximately $21 million.
(2) 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.

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
DCF                  Distributable Cash Flow
FASB                 Financial Accounting Standards Board
Bbls/d               Barrels per day
Bcf                  Billion cubic feet
LTIP                 Long-Term Incentive Plan
NGL                  Natural gas liquids. Includes ethane and natural gasoline
                     products as well as propane and butane, which are often
                     referred to as liquefied petroleum gas (LPG). When used in
                     this document NGL refers to all NGL products including LPG.
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.

2. Operating Segments. We manage our operations through three operating segments: (i) Transportation, (ii) Facilities and (iii) Supply and Logistics. 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, NGL 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. Our transportation segment also includes our equity earnings from our investments in Settoon Towing and the White Cliffs, Butte, Frontier and Eagle Ford pipeline systems, in which we own non-controlling interests.

Pipeline volume estimates are based on historical trends, production forecasts, estimated refinery operating levels, and assumed completion of internal growth projects. Actual volumes will be influenced by maintenance schedules at refineries, actual production trends, weather and other natural occurrences including hurricanes, changes in the quantity of inventory held in tanks, and other external factors beyond our control. We forecast adjusted segment profit 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 transportation volumes and highlights major systems that are significant either in total volumes transported or in contribution to total transportation segment profit.

                                                     Guidance
                                         Three Months       Twelve Months
                                            Ending             Ending
                                         Mar 31, 2013       Dec 31, 2013
Average Daily Volumes (MBbls/d)
Crude Oil / Refined Products
Pipelines
All American                                        30                  35
Bakken Area Systems                                120                 135
Basin/Mesa                                         750                 670
Capline                                            150                 150
Eagle Ford Area Systems                             50                 115
Line 63 / 2000                                     100                 115
Manito                                              50                  50
Mid-Continent Area Systems                         275                 270
Permian Basin Area Systems                         485                 590
Rainbow                                            145                 155
Rangeland                                           65                  65
Salt Lake City Area Systems                        140                 150
White Cliffs                                        20                  20
Other                                              905                 830
NGL Pipelines
Co-Ed                                               55                  55
Other                                              185                 175
                                                 3,525               3,580
. . .