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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)—August 4, 2004

Plains All American Pipeline, L.P.
(Name of Registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization)

1-14569 (Commission File Number)

76-0582150 (I.R.S. Employer Identification No.)

333 Clay Street, Suite 1600
Houston, Texas 77002
(713) 646-4100
(Address, including zip code, and telephone number,
including area code, of Registrants principal executive offices)

N/A
(Former name or former address, if changed since last report.)

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Item 7. Financial Statements and Exhibits

        (c)   Exhibit 99.1—Press Release dated August 4, 2004

Item 9 and 12. Regulation FD Disclosure; Results of Operations and Financial Condition

        Plains All American Pipeline, L.P. (the "Partnership") today issued a press release reporting its second quarter results. The Partnership is furnishing the press release, attached as Exhibit 99.1, pursuant to Item 9 and Item 12 of Form 8-K. The Partnership is also furnishing pursuant to Item 9 its projections of certain operating and financial results for the third and fourth quarter of 2004 and preliminary projections of certain operating and financial results for calendar year 2005. In accordance with General Instructions B.2. and B.6. of Form 8-K, the information presented herein under Item 9 shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Disclosure of Third and Fourth Quarter 2004 Estimates

        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 for EBIT and EBITDA. However, it is impractical to reconcile EBIT and EBITDA to cash flows from operating activities for forecasted periods. As a result, for forecasted periods in the operating and financial guidance table below, we have reconciled EBIT and EBITDA to net income, but not to cash flows from operating activities. In Note 12 below, we reconcile historical EBIT and EBITDA to historical net income and cash flow from operating activities for the periods presented. We also 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 on EBITDA and EBIT of our long-term incentive program, loss on early extinguishment of debt and, to the extent known at the time of preparation, items related to SFAS 133.

        The following table reflects our actual results for the first six months of 2004 and management's current range of guidance for operating and financial results for the third and fourth quarter of 2004. Our guidance is based on assumptions and estimates that we believe are reasonable based on our assessment of historical trends and business cycles and currently available information. However, our assumptions and future performance are both subject to a wide range of business risks and uncertainties and also include projections for several recent acquisitions, so we cannot assure you that actual performance will fall within these guidance ranges. Please refer to the information under the caption "Forward-Looking Statements and Associated Risks" below. These 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 3, 2004. We undertake no obligation to publicly update or revise any forward-looking statements.

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Operating and Financial Guidance
(in millions, except per unit data)

						Guidance(2)
						Three Months Ended
						September 30, 2004												Twelve Months Ended December 31, 2004
			Actual Six Months Ended June 30, 2004									December 31, 2004
						Low			High			Low			High			Low			High
Pipeline
	Net revenues		$	142.5		$	82.5		$	83.5		$	82.0		$	83.0		$	307.0		$	309.0
	Field operating costs			(51.3	)		(35.5	)		(35.3	)		(34.0	)		(33.8	)		(120.8	)		(120.4	)
	General and administrative			(18.0	)		(9.4	)		(9.1	)		(9.1	)		(8.8	)		(36.5	)		(35.9	)
	Segment profit			73.2			37.6			39.1			38.9			40.4			149.7			152.7
Gathering, Marketing, Terminalling & Storage
	Net revenues			108.4			59.0			60.0			57.5			58.5			224.9			226.9
	Field operating costs			(46.1	)		(26.5	)		(26.2	)		(25.0	)		(24.7	)		(97.6	)		(97.0	)
	General and administrative			(20.7	)		(9.2	)		(9.0	)		(9.5	)		(9.3	)		(39.4	)		(39.0	)
	Segment profit			41.6			23.3			24.8			23.0			24.5			87.9			90.9
Other Income (Expense)(1)				0.5			(0.6	)		(0.6	)		—			—			(0.1	)		(0.1	)
EBITDA before cumulative effect of change in accounting principle				115.3			60.3			63.3			61.9			64.9			237.5			243.5
Depreciation and Amortization Expense				(29.1	)		(16.2	)		(16.0	)		(16.3	)		(16.1	)		(61.6	)		(61.2	)
EBIT before cumulative effect of change in accounting principle				86.2			44.1			47.3			45.6			48.8			175.9			182.3
Interest expense				(19.5	)		(13.0	)		(12.7	)		(13.6	)		(13.1	)		(46.1	)		(45.3	)
Income before cumulative effect of change in accounting principle				66.7			31.1			34.6			32.0			35.7			129.8			137.0
Cumulative effect of change in accounting principle				(3.1	)		—			—			—			—			(3.1	)		(3.1	)
Net Income			$	63.6		$	31.1		$	34.6		$	32.0		$	35.7		$	126.7		$	133.9
Net Income to Limited Partners			$	59.0		$	28.3		$	31.7		$	28.9		$	32.6		$	116.2		$	123.3
Basic and Weighted:
	Average Units Outstanding			60.0			65.7			65.7			67.2			67.2			63.3			63.3
Net Income Per Limited Partner Unit			$	0.98		$	0.43		$	0.48		$	0.43		$	0.48		$	1.84		$	1.95
Selected Items Impacting Comparability
LTIP Charge			$	(4.2	)	$	(0.1	)	$	(0.1	)	$	(0.1	)	$	(0.1	)	$	(4.4	)	$	(4.4	)
Loss on early extinguishment of debt				—			(0.6	)		(0.6	)		—			—			(0.6	)		(0.6	)
SFAS 133 (See Note 7)				0.5			—			—			—			—			0.5			0.5
Cumulative effect of change in accounting principle				(3.1	)		—			—			—			—			(3.1	)		(3.1	)
			$	(6.8	)	$	(0.7	)	$	(0.7	)	$	(0.1	)	$	(0.1	)	$	(7.6	)	$	(7.6	)
Excluding Selected Items Impacting Comparability
EBITDA			$	119.0		$	61.0		$	64.0		$	62.0		$	65.0		$	242.0		$	248.0
Net Income			$	70.4		$	31.8		$	35.3		$	32.1		$	35.8		$	134.3		$	141.5
Net Income per Limited Partner Unit			$	1.09		$	0.44		$	0.49		$	0.43		$	0.49		$	1.96		$	2.07

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(1)

Third quarter guidance includes a charge to expense for unamortized debt issuance costs associated with the $200 million credit facility utilized for the Link acquisition. This facility is anticipated to be repaid during the third quarter, prior to its stated maturity.

(2)

The projected foreign exchange rate for the third and fourth quarter is $1.35 CAD to $1 USD.

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Notes and Significant Assumptions:

1.

Definitions.

2.

Link Acquisition.    The Link acquisition was completed and became effective April 1, 2004. Based on our acquisition analyses, we believed that the base level of EBITDA associated with this acquisition would be approximately $25 million per year. We currently expect to capture annual cost savings and commercial synergies in the range of $27 million to $32 million, which will be phased in within the first twelve months of operations.

Also included in our forecast are certain one-time pipeline and tank integrity expenses required to meet regulatory requirements and catch-up operating expenses. We forecast these expenses will range between $2.0 million and $3.0 million during the second half of 2004.

3.

Pipeline Operations.    Pipeline volume estimates are based on historical and anticipated future operating performance. Actual segment earnings could vary materially depending on the level of volumes transported. The following table summarizes our pipeline volumes and specifically breaks out the major systems that are significant either in total volumes transported or in contribution to total net revenue.

Average volumes for the third quarter are expected to be in the range of 1,600,000 Bbl/d, approximately 69,000 Bbl/d or 4% lower than the second quarter of 2004, in which Capline volumes were significantly above our guidance. As volumes on Capline are subject to seasonal swings, we have forecast volumes on Capline for the third quarter to average approximately 130,000 Bbl/d. This is below the actual volume level experienced during the second quarter

Net revenues were forecasted using the above volume assumptions priced at tariff rates currently received, with adjustments where appropriate, for estimated escalation rates as allowed by

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contractual terms. To illustrate the impact volume changes may have on segment profit, the following table provides a volume sensitivity analysis of three systems representing approximately 32% of total pipeline net revenues.

Volume Sensitivity Analysis

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4.

Gathering, Marketing, Terminalling and Storage Operations.    Our guidance for the remainder of the year assumes continued volatility in the crude oil market. Average volumes for gathering and marketing are estimated to be approximately 675,000 Bbl/d for the third quarter of 2004 compared to average second quarter volumes of 662,000 Bbl/d. Volumes in the fourth quarter of 2004 are expected to remain relatively consistent with the third quarter with the exception of LPG volumes, which are expected to increase by approximately 20,000 Bbl/d due to seasonal demands. We expect a slightly weaker crude oil market structure during the fourth quarter as compared to the third quarter.

Segment profit is forecast using the volume assumptions stated above and estimates of unit margins, operating expenses and G&A based on current and anticipated market conditions. Realized unit margins for any given lease-gathered barrel could vary significantly based on a variety of factors including location, quality and contract structure. Based on our projected segment profit per barrel for the third quarter of 2004, a 5,000 Bbl/d variance in lease gathering volumes would impact segment profit by an approximate $1.0 million on an annualized basis. A $0.01 variance in the aggregate average per-barrel margin would impact segment profit by an approximate $2.5 million on an annualized basis.

5.

General and Administrative (G&A) Expense.    G&A expense, excluding charges related to our Long Term Incentive Plan (LTIP), totaled $19.6 million for the second quarter of 2004. Comparable mid-point expenditures for the third and fourth quarters are expected to be approximately $18.4 million for each quarter. The decrease in expenses reflects the anticipated reduction of duplicative administrative costs associated with the Link acquisition. Partially offsetting these cost

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savings are projected increases in costs associated with Sarbanes-Oxley requirements, corporate insurance, health insurance and increased personnel required due to continued organic growth.

6.

Depreciation & Amortization.    Depreciation and amortization is forecast based on our existing depreciable assets and forecast capital expenditures. Depreciation is computed using the straight-line method over estimated useful lives, which range from 3 years (for office property and equipment) to 50 years (for certain pipelines, crude oil terminals and facilities).

7.

Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133).    The forecast presented above does not include assumptions or projections with respect to potential gains or losses related to SFAS 133, as there is no accurate way to forecast these potential gains or losses. The potential gains or losses related to SFAS 133 (primarily non-cash, mark-to-market adjustments) could materially change reported net income.

8.

Acquisitions and Capital Expenditures.    Although acquisitions comprise a key element of our growth strategy, the forecasted results and associated estimates do not include any assumptions or forecasts for any material acquisition that may be made after the date hereof. Expansion capital expenditures are forecast to be approximately $100.0 million for the second half of 2004. Some of the more notable projects to be completed in the second half of 2004 include:

•

Coffeyville Pipeline Construction Project—$32.1 million;

•

Capital projects and upgrade capital associated with the Link acquisition—$19.1 million; and

•

Upgrade and expansion activities related to acquisitions made in 2003—$15.7 million.

Maintenance capital expenditures are forecast to be approximately $11.3 million for the second half of 2004. Unless otherwise known at the time, we forecast maintenance capital to be incurred ratably throughout the year.

9.

Capital Structure.    The forecast is based on our current capital structure, which includes the recent placement of 4.9 million common units for net proceeds of $159.1 million. Also included in the forecast is the planned refinancing of approximately $300 million of short-term variable rate debt with long-term fixed rate debt during the third quarter. It is anticipated that these notes will bear a fixed rate of interest that is substantially higher than the current variable rate of interest under our revolving credit facilities.

10.

Interest Expense.    Debt balances are projected based on estimated cash flows, current distribution rates, capital expenditures for maintenance and expansion projects, linefill purchases, planned sales of surplus equipment, expected timing of collections and payments, and forecast levels of inventory and other working capital sources and uses.

To mitigate the potential effect of an increase in U.S. Treasury yields on the anticipated issuance of long-term debt discussed in Note 9, we executed a treasury lock in July 2004 to hedge the treasury rate component on $150 million of the planned refinancing.

Based on the current outlook for LIBOR indices and the expected mix of fixed and variable rate debt, third quarter interest expense is expected to be between $12.7 million and $13.0 million assuming an average debt balance of approximately $825 million, and an average rate of 6.2%. Included in the effective cost of debt are not only current cash payments, but also commitment fees, amortization of long-term debt premiums and discounts, and deferred amounts associated with terminated interest rate hedges. The amortization of deferred amounts associated with terminated interest rate hedges results in a non-cash component to interest expense of approximately $1.4 million per year (approximately $350,000 per quarter). The majority of this amount (approximately 80%) will be completely amortized in two years. The remainder will be amortized over the next ten years.

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Fourth-quarter interest expense is expected to be between $13.1 million and $13.6 million, assuming an average debt balance of approximately $890 million, or an average rate of 6%. Approximately 84% of our projected average debt balance (including the projected third quarter issue of new notes) is assumed to have fixed interest rates.

11.

Net Income per Unit.    Basic net income per limited partner unit is calculated by dividing the net income allocated to limited partners by the basic weighted average units outstanding during the period. Basic weighted average units outstanding are projected to be approximately 65.1 million units for the third quarter and 67.2 million units for the fourth quarter. The projected units include the recent issuance of equity as well as an estimate for units to be issued under the partnership's long-term incentive plan during the respective periods. There are currently no dilutive securities.

Net income allocated to limited partners is impacted by the income allocated to the general partner and the amount of the incentive distribution paid to the general partner. Based on (i) the forecasted number of units outstanding during the projection period, (ii) the current general partner incentive distribution level and (iii) forecasted net income, for each $0.05 per unit annual increase in the distribution rate, net income available for limited partners will be decreased by approximately $1.0 million ($0.02 per unit) on an annualized basis. The amount of income allocated to our limited partnership interests is 98% of the total partnership income after deducting the amount of the general partner's incentive distribution. Based on the current annual distribution rate of $2.31 per unit, our potential distribution growth for 2004 and the anticipated units outstanding, our general partner's distribution is forecast to be approximately $11.9 million to $14.2 million annually, of which $8.8 million to $10.9 million, respectively is attributed to the incentive distribution rights. The relative amount of the incentive distribution varies directionally with the number of units outstanding and the level of the distribution on the units.

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12.

Reconciliation of EBITDA and EBIT to Net Income and Cash Flows from Operating Activities.    The following table reconciles historical EBIT and EBITDA to historical net income and cash flows from operating activities as of June 30, 2004:

Preliminary 2005 Guidance

        We have not completed our normal detailed plan for calendar year 2005 and final estimates will not be available until February 2005 after we have completed our formal business plan. Accordingly, while the following forward-looking information for 2005 was prepared based on information we consider to be reasonable, it should be considered preliminary and subject to refinement.

        This preliminary guidance is based on continued operating and financial performance of our existing assets under normalized market conditions, continuation of current pipeline shipments and anticipated natural field declines. In that regard, we would expect average daily pipeline shipments to average approximately 270,000 Bbl/d for Basin, 50,000 Bbl/d for All American and 125,000 Bbl/d for Capline. Similarly, we would expect gathering and marketing volumes to average approximately 700,000 Bbl/d, and that realized margins would be consistent with historical results adjusted slightly for lower oil price volatility. The overall guidance also assumes the inclusion of recent acquisitions along with the successful integration and realization of cost savings and revenue synergies identified in our acquisition analysis, as well as completion of our current capital projects.

        The following table summarizes the range of selected key financial data from our projections for calendar year 2005.

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Preliminary Calendar 2005 Guidance (in millions)

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        Based on the data provided above, we expect EBIT for 2005 to range from $195 million to $210 million. The potential effects of any gains or losses from SFAS 133 (see Note 7 above) are not included in the guidance for 2005.

Forward-Looking Statements and Associated Risks

        All statements, other than statements of historical fact, included in this report are forward-looking statements, including, but not limited to, statements identified by the words "anticipate," "believe," "estimate," "expect," "plan," "intend" and "forecast" and similar expressions and statements regarding our business strategy, plans and objectives of our management for future operations. These statements reflect our current views with respect to future events, based on what we believe are reasonable assumptions. Certain factors could cause actual results to differ materially from results anticipated in the forward-looking statements. These factors include, but are not limited to:

•

abrupt or severe production declines or production interruptions in outer continental shelf production located offshore California and transported on our pipeline system;



•

declines in volumes shipped on the Basin Pipeline and our other pipelines by third party shippers;



•

the availability of adequate third party production volumes for transportation and marketing in the areas in which we operate;



•

demand for various grades of crude oil and resulting changes in pricing conditions or transmission throughput requirements;



•

fluctuations in refinery capacity in areas supplied by our transmission lines;



•

the effects of competition;



•

the success of our risk management activities;



•

the impact of crude oil price fluctuations;



•

the availability of, and ability to consummate, acquisition or combination opportunities;



•

successful integration and future performance of acquired assets;



•

continued creditworthiness of, and performance by, our counterparties;



•

successful third-party drilling efforts in areas in which we operate pipelines or gather crude oil;



•

our levels of indebtedness and our ability to receive credit on satisfactory terms;



•

maintenance of our credit rating and ability to receive open credit from our suppliers;



•

shortages or cost increases of power supplies, materials or labor;



•

weather interference with business operations or project construction;



•

the impact of current and future laws and governmental regulations;



•

the currency exchange rate of the Canadian dollar;

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environmental liabilities that are not covered by an indemnity, insurance or existing reserves;



•

fluctuations in the debt and equity markets, including the price of our units at the time of vesting under our LTIP; and



•

general economic, market or business conditions.

        We undertake no obligation to publicly update or revise any forward-looking statements. Further information on risks and uncertainties is available in our filings with the Securities and Exchange Commission, which information is incorporated by reference herein.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PLAINS ALL AMERICAN PIPELINE, L.P.
		By:	PLAINS AAP, L. P., its general partner
		By:	PLAINS ALL AMERICAN GP LLC, its general partner
Date: August 4, 2004		By:	/s/  PHIL KRAMER
			Name:	Phil Kramer
			Title:	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release dated August 4, 2004

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Exhibit 99.1

Contacts:

Phillip D. Kramer Executive VP and CFO 713/646-4560 - 800/564-3036

A. Patrick Diamond Manager, Special Projects 713/646-4487 - 800/564-3036

FOR IMMEDIATE RELEASE

Plains All American Pipeline, L.P. Reports
Strong Financial Results for Second Quarter 2004—
Net Income Up 52%; Net Income Per Unit Up 29%;
EBITDA Up 43%

        (Houston—August 4, 2004) Plains All American Pipeline, L.P. (NYSE: PAA) today reported net income of $35.7 million, or $0.54 per basic and diluted limited partner unit, for the second quarter of 2004, an increase of 52% and 29%, respectively, over net income of $23.4 million, or $0.42 per basic and diluted limited partner unit, for the second quarter of 2003. For the first six months of 2004, the Partnership reported net income of $63.6 million, or $0.98 per basic and diluted limited partner unit, an increase of 33% and 13%, respectively, over net income of $47.7 million, or $0.87 per basic and diluted limited partner unit, for the first six months of 2003.

        Earnings before interest, taxes, depreciation and amortization ("EBITDA") for the second quarter of 2004 were $61.6 million, an increase of 43% as compared with EBITDA of $43.2 million for the second quarter of 2003. Excluding selected items impacting comparability between the two reporting periods, the Partnership's second quarter 2004 adjusted net income, net income per basic and diluted limited partner unit and EBITDA would have been $42.6 million, $0.65, and $68.6 million, respectively.

        The following table summarizes selected items that the Partnership believes impact the comparability of financial results between reporting periods:

		For the Three Months Ended June 30,						For the Six Months Ended June 30,
		2004			2003			2004			2003
		(Dollars in millions, except per unit data)
Long-Term Incentive Plan ("LTIP") charge		$	—		$	—		$	(4.2	)	$	—
SFAS 133 noncash mark-to-market adjustment			(6.9	)		0.2			0.5			1.1
Cumulative effect of change in accounting principle			—			—			(3.1	)		—
Total		$	(6.9	)	$	0.2		$	(6.8	)	$	1.1
Per Basic and Diluted Limited Partner Unit		$	(0.11	)	$	0.00		$	(0.11	)	$	0.02

        Excluding these selected items impacting comparability, the Partnership's adjusted net income, net income per basic and diluted limited partner unit and EBITDA for the first six months of 2004 would have been $70.4 million, $1.09, and $119.0 million, respectively. See the section of this release entitled "Non-GAAP Financial Measures" and the attached tables for discussion of EBITDA and other non-GAAP financial measures, and reconciliations of such measures to the comparable GAAP measures.

–MORE–

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        "The Partnership delivered record financial and operating performance in the second quarter," said Greg L. Armstrong, Chairman and CEO of Plains All American. "Our fundamental performance exceeded the upper end of the increased guidance range for the quarter that we provided in mid-June. Second quarter results were underpinned by strong performance from our core business and solid contributions from acquisitions made in 2003 and 2004. The most notable contributions were made by our recently acquired interest in the Capline system and the accelerated realization of synergies from the Link acquisition."

        Armstrong noted that after the end of the quarter the Partnership completed a common unit offering that raised approximately $159 million in net proceeds, which were used to pay down debt incurred in the Link acquisition. "As a result of this financing, we have more than delivered on our commitment to finance the Link transaction with 60% equity and, in fact, have enhanced the Partnership's positioning for future growth," said Armstrong. "Today, we believe Plains All American has one of the strongest balance sheets in the MLP sector with solid investment-grade credit statistics, and we are well positioned to continue our multi-year track record of growth."

        The following table presents certain selected financial information by segment for the second quarter reporting periods:

		Pipeline Operations			Gathering, Marketing, Terminalling & Storage Operations
		(Dollars in millions)
Three Months Ended June 30, 2004
Revenues(1)		$	222.8		$	4,941.3
Purchases(1)			(132.9	)		(4,891.3	)
Field operating costs			(31.9	)		(27.2	)
Segment general and administrative expenses(2)			(10.3	)		(9.3	)
Segment profit		$	47.7		$	13.5
Noncash SFAS 133 impact(3)		$	—		$	(6.9	)
Maintenance capital		$	0.6		$	0.7
Three Months Ended June 30, 2003
Revenues(1)		$	155.8		$	2,566.2
Purchases(1)			(112.9	)		(2,521.2	)
Field operating costs			(14.2	)		(18.4	)
Segment general and administrative expenses(2)			(4.5	)		(7.7	)
Segment profit		$	24.2		$	18.9
Noncash SFAS 133 impact(3)		$	—		$	0.2
Maintenance capital		$	2.4		$	0.2

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(1)

Include intersegment amounts.

(2)

Segment general and administrative (G&A) expenses reflect direct and allocated costs to the segments based on the business activities that existed at that time. The proportional allocations by segment require judgment by management and will continue to be based on the business activities that exist during each period.

(3)

Amounts related to SFAS 133 are included in revenues and impact segment profit.

        Segment profit from pipeline operations was up 97% in the second quarter of 2004 when compared to the second quarter of 2003, mainly due to the impact of acquisitions completed since June 30, 2003. Segment profit from gathering, marketing, terminalling and storage operations, excluding the impact of SFAS 133 in both periods, was up approximately 9%.

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        The following table presents certain selected financial information by segment for the six-month reporting periods:

		Pipeline Operations			Gathering, Marketing, Terminalling & Storage Operations
		(Dollars in millions)
Six Months Ended June 30, 2004
Revenues(1)		$	412.1		$	8,572.6
Purchases(1)			(269.6	)		(8,464.2	)
Field operating costs (excluding LTIP charge)			(51.2	)		(45.7	)
LTIP charge operations			(0.1	)		(0.4	)
Segment general and administrative expenses (excluding LTIP charge)(2)			(16.3	)		(18.7	)
LTIP charge general and administrative			(1.7	)		(2.0	)
Segment profit		$	73.2		$	41.6
Noncash SFAS 133 impact(3)		$	—		$	0.5
Maintenance capital		$	2.1		$	1.0
Six Months Ended June 30, 2003
Revenues(1)		$	324.8		$	5,689.3
Purchases(1)			(243.6	)		(5,591.9	)
Field operating costs			(27.7	)		(38.0	)
Segment general and administrative expenses(2)			(9.1	)		(16.1	)
Segment profit		$	44.4		$	43.3
Noncash SFAS 133 impact(3)		$	—		$	1.1
Maintenance capital		$	3.8		$	0.4

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(1)

Include intersegment amounts.

(2)

Segment general and administrative (G&A) expenses reflect direct and allocated costs to the segments based on the business activities that existed at that time. The proportional allocations by segment require judgment by management and will continue to be based on the business activities that exist during each period.

(3)

Amounts related to SFAS 133 are included in revenues and impact segment profit.

        The Partnership's weighted average units outstanding for the second quarter of 2004 totaled 61.6 million as compared to 52.2 million in last year's second quarter. At June 30, 2004, the Partnership had approximately 62.3 million units outstanding, long-term debt of $934.8 million and a long-term debt-to-total capitalization ratio of approximately 52%. Pro forma for the recent equity offering and the application of the net proceeds to reduce debt, long-term debt at June 30, 2004 was $775.8 million and the Partnership's long-term debt-to-total capitalization ratio was approximately 43%. At August 3, 2004, including the Partnership's recent common units offering, the Partnership had approximately 67.2 million units outstanding.

        On July 21, 2004, the Partnership declared a cash distribution of $0.5775 per unit ($2.31 per unit on an annualized basis) on its outstanding limited partner units. The distribution will be paid on August 13, 2004, to holders of record of such units at the close of business on August 3, 2004. The distribution represents an increase of 5% over the August 2003 distribution.

        The Partnership today furnished a current report on Form 8-K, which included material in this press release and financial and operational guidance for the remainder of 2004 and very preliminary guidance for 2005. A copy of the Form 8-K is available on the Partnership's website at www.paalp.com.

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Non-GAAP Financial Measures

        In this release, the Partnership's EBITDA disclosure is not presented in accordance with generally accepted accounting principles and is not intended to be used in lieu of GAAP presentations of results of operations or cash provided by operating activities. EBITDA is presented because PAA management believes it provides additional information with respect to both the performance of our fundamental business activities as well as our ability to meet our future debt service, capital expenditures and working capital requirements. Management also believes that debt holders commonly use EBITDA to analyze Partnership performance. In addition, we present selected items that impact the comparability of our operating results as additional information that may be helpful to your understanding of our financial results. Management considers an understanding of these selected items impacting comparability to be material to its evaluation of our operating results and prospects. Although we present selected items that management considers 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 in management's discussion and analysis of operating results in our Quarterly Report on Form 10-Q for the period.

        A reconciliation of EBITDA to net income and cash flow from operating activities for the periods presented is included in the tables attached to this release. In addition, the Partnership maintains on its website (www.paalp.com) a reconciliation of all non-GAAP financial information, such as EBITDA, that it reconciles to the most comparable GAAP measures. To access the information, investors should click on the "Investor Relations" link on the Partnership's home page and then the "Non-GAAP Reconciliations" link on the Investor Relations page.

Conference Call:

        The Partnership will host a conference call to discuss the results and other forward-looking items on Wednesday, August 4, 2004. Specific items to be addressed in this call include:

1.

A brief review of the Partnership's second quarter results;



2.

A status report on expansion and organic growth projects and recent acquisition activity;



3.

A discussion of financial position and recent and anticipated financing activities;



4.

A review of financial and operating guidance for the remainder of 2004 as well as very preliminary guidance for 2005; and



5.

Comments regarding the Partnership's outlook for the future.

        The call will begin at 10:00 AM (Central). To participate in the call, please call 800-473-6123, or, for international callers, 973-582-2706 at approximately 9:55 AM (Central). No password or reservation number is required.

Webcast Instructions:

        To access the Internet webcast, please go to the Partnership's website at www.paalp.com, choose "Investor Relations", and then choose "Conference Calls". Following the live webcast, the call will be archived for a period of sixty (60) days on the Partnership's website.

Telephonic Replay Instructions:

Call 877-519-4471 or international call 973-341-3080 and enter PIN # 4978241

The replay will be available beginning Wednesday, August 4, 2004, at approximately 1:00 PM (Central) and continue until 11:59pm (Central) Monday, August 9, 2004.

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        Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve certain risks and uncertainties. These risks and uncertainties include, among other things, successful integration and future performance of assets acquired, abrupt or severe production declines or production interruptions in outer continental shelf production located offshore California and transported on our pipeline systems, declines in volumes shipped on the Basin Pipeline and our other pipelines by third party shippers, the availability of adequate third party production volumes in the areas in which we operate, demand for various grades of crude oil and resulting changes in pricing conditions or transmission throughput requirements, fluctuations in refinery capacity in areas supplied by our transmission lines, the effects of competition, the success of our risk management activities, the impact of crude oil price fluctuations, the availability of, and ability to consummate, acquisition or combination opportunities on terms favorable to the Partnership, continued credit worthiness of, and performance by, our counterparties, maintenance of our credit rating and ability to receive open credit from our suppliers, levels of indebtedness and ability to receive credit on satisfactory terms, successful third party drilling efforts in areas in which we operate pipelines or gather crude oil, shortages or cost increases in power supplies, materials and skilled labor, weather interference with business operations or project construction, the impact of current and future laws and government regulation, the currency exchange rate of the Canadian dollar, environmental liabilities that are not covered by an indemnity, insurance or reserves, fluctuation in the debt and equity capital markets (including the price of our units at the time of vesting under our LTIP), and other factors and uncertainties inherent in the marketing, transportation, terminalling, gathering and storage of crude oil and liquefied petroleum gas ("LPG") discussed in the Partnership's filings with the Securities and Exchange Commission.

        Plains All American Pipeline, L.P. is engaged in interstate and intrastate crude oil transportation, terminalling and storage, as well as crude oil and LPG gathering and marketing activities, primarily in Texas, California, Oklahoma, Kansas and Louisiana and the Canadian Provinces of Alberta and Saskatchewan. The Partnership's common units are traded on the New York Stock Exchange under the symbol "PAA." The Partnership is headquartered in Houston, Texas.

# # #

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PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
FINANCIAL SUMMARY

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CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data) (unaudited)

					Three Months Ended June 30,						Six Months Ended June 30,
					2004			2003			2004			2003
REVENUES					$	5,131,735		$	2,709,189		$	8,936,379		$	5,991,097
COSTS AND EXPENSES
Purchases and related costs						4,991,867			2,621,310			8,685,372			5,812,551
Field operating costs (excluding LTIP charge)						59,035			32,574			96,851			65,689
LTIP charge — operations						—			—			567			—
General and administrative (excluding LTIP charge)						19,603			12,161			35,081			25,233
LTIP charge — general & administrative						—			—			3,661			—
Depreciation and amortization						15,998			11,305			29,118			22,176
Total costs and expenses						5,086,503			2,677,350			8,850,650			5,925,649
OPERATING INCOME						45,232			31,839			85,729			65,448
OTHER INCOME/(EXPENSE)
Interest expense						(9,967	)		(8,532	)		(19,499	)		(17,686	)
Interest income and other, net						412			91			453			(13	)
Income before cumulative effect of change in accounting principle						35,677			23,398			66,683			47,749
Cumulative effect of change in accounting principle						—			—			(3,130	)		—
NET INCOME					$	35,677		$	23,398		$	63,553		$	47,749
BASIC AND DILUTED NET INCOME PER LIMITED PARTNER UNITS
Income before cumulative effect of change in accounting principle					$	0.54		$	0.42		$	1.03		$	0.87
Cumulative effect of change in accounting principle						—			—			(0.05	)		—
Net Income					$	0.54		$	0.42		$	0.98		$	0.87
BASIC AND DILUTED WEIGHTED AVERAGE UNITS OUTSTANDING						61,556			52,223			59,985			51,200
OPERATING DATA (in thousands)(1)
Average Daily Volumes (barrels)
	Pipeline activities:
		Tariff activities
			All American			59			63			57			61
			Basin			271			280			273			245
			Link acquisition			369			—			185			—
			Capline			169			—			112			—
			Other domestic			468			253			408			261
			Canada			259			169			250			181
		Pipeline margin activities				74			75			73			81
		Total				1,669			840			1,358			829
	Crude oil lease gathering					641			425			550			430
	Crude oil bulk purchases					149			88			135			78
		Total crude oil				790			513			685			508
	LPG sales (2)					21			16			40			35

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(1)

Volumes associated with acquisitions represent total volumes transported for the number of days we actually owned the assets divided by the number of days in the period.

(2)

Prior period volume amounts have been adjusted for consistency of comparison between years. LPG sales reflect only third party volumes.

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FINANCIAL DATA RECONCILIATIONS
(in thousands) (unaudited)

			Three Months Ended June 30,						Six Months Ended June 30,
			2004			2003			2004			2003
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
Net income reconciliation
Net Income			$	35,677		$	23,398		$	63,553		$	47,749
Interest expense				9,967			8,532			19,499			17,686
Earnings before interest and taxes ("EBIT")				45,644			31,930			83,052			65,435
Depreciation and amortization				15,998			11,305			29,118			22,176
EBITDA			$	61,642		$	43,235		$	112,170		$	87,611
Cash flow from operating activities reconciliation
Net cash provided by operating activities			$	14,129		$	84,695		$	147,110		$	176,088
Net change in assets and liabilities, net of acquisitions				44,846			(50,117	)		(46,923	)		(107,218	)
Other items to reconcile from cash flows from operating activities:
	Allowance for doubtful accounts			0			(100	)		0			(100	)
	Cumulative effect of change in accounting principle			—			—			(3,130	)		—
	Change in derivative fair value			(6,943	)		225			556			1,155
	Non-cash portion of LTIP charge			0			0			(4,228	)
Non-cash amortization of terminated interest rate swap				(357	)		0			(714	)
Interest expense				9,967			8,532			19,499			17,686
EBITDA				61,642			43,235			112,170			87,611
Depreciation and amortization				(15,998	)		(11,305	)		(29,118	)		(22,176	)
EBIT			$	45,644		$	31,930		$	83,052		$	65,435
Funds flow from operations (FFO)
Net Income			$	35,677		$	23,398		$	63,553		$	47,749
Depreciation and amortization				15,998			11,305			29,118			22,176
Non-cash amortization of terminated interest rate swap				357			0			714
FFO				52,032			34,703			93,385			69,925
Maintenance capital expenditures				(1,350	)		(2,603	)		(3,100	)		(4,192	)
FFO after maintenance capital expenditures			$	50,682		$	32,100		$	90,285		$	65,733
Selected items impacting comparability
LTIP charge			$	0		$	0		$	(4,228	)	$	0
Cumulative effect of change in accounting princple				0			0			(3,130	)		0
SFAS 133 noncash mark-to-market adjustment				(6,943	)		225			556			1,155
Selected items impacting comparability			$	(6,943	)	$	225		$	(6,802	)	$	1,155

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CONDENSED CONSOLIDATED BALANCE SHEET DATA
(in thousands) (unaudited)

		June 30, 2004
								December 31, 2003
		Historical			Pro Forma(1)
ASSETS
Current assets		$	829,449		$	829,449		$	732,974
Property and equipment, net			1,582,547			1,582,547			1,151,039
Pipeline linefill			148,680			148,680			95,928
Inventory in third party assets			38,745			38,745			26,725
Other long-term assets, net			82,483			82,483			88,965
Total Assets		$	2,681,904		$	2,681,904		$	2,095,631
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities		$	855,646		$	855,646		$	801,919
Long-term debt under credit facilities			485,774			326,718			70,000
Senior notes, net of unamortized discount			449,043			449,043			448,991
Other long-term liabilities and deferred credits			25,922			25,922			27,994
Total Liabilities			1,816,385			1,657,329			1,348,904
Partners' capital			865,519			1,024,575			746,727
Total Liabilities and Partners' Capital		$	2,681,904		$	2,681,904		$	2,095,631

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(1)

Pro forma for the third quarter 2004 equity issuance and use of proceeds.

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QuickLinks

Plains All American Pipeline, L.P. Reports Strong Financial Results for Second Quarter 2004— Net Income Up 52%; Net Income Per Unit Up 29%; EBITDA Up 43%