UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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)—April 30, 2008

Plains All American Pipeline, L.P.

(Exact name of registrant as specified in its charter)

333 Clay Street, Suite 1600, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 713-646-4100

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

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Item 9.01. Financial Statements and Exhibits

(d)      Exhibit 99.1—Press release dated April 30, 2008

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 2008 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 of 2008 exclusive of the pending acquisition of Rainbow Pipe Line Company (“Rainbow”).  All previously issued guidance for any period during 2008 is superseded by the guidance provided today, and is no longer applicable.  The Partnership intends to provide additional guidance for the full year of 2008 following completion of the Rainbow acquisition, which will reflect the anticipated impact of the acquisition as well as other factors that the Partnership expects will affect 2008 results.  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, 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 Second Quarter 2008 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 second quarter 2008 guidance period. It is, however, impractical to reconcile EBIT and EBITDA to cash flows from operating activities for the 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 and, to the extent known, gains and losses related to SFAS 133 (primarily non-cash, mark-to-market adjustments) on Segment Profit, EBITDA, Net Income and Net Income per Basic and Diluted Limited Partner Unit.

The following information for the three months ending June 30, 2008 is based on assumptions and estimates that we believe are reasonable given our assessment of historical trends (modified for recent changes in market conditions), business cycles and other information reasonably available. 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 the 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 April 29, 2008. We undertake no obligation to publicly update or revise any forward-looking statements.

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Plains All American Pipeline, L.P.

Operating and Financial Guidance

(in millions, except per unit data)

(1) The projected average foreign exchange rate is $1 CAD to $1 USD. The rate as of April 29, 2008 was $1.01 CAD to $1 USD.

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Notes and Significant Assumptions:

1.Definitions.

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 investments in the Butte and Frontier pipeline systems, in which we own minority interests, and Settoon Towing, in which we own a 50% interest.

Pipeline volume estimates are based on historical trends, anticipated future operating performance and completion of internal growth projects. Volumes are influenced by temporary market-driven storage and withdrawal of oil, maintenance schedules at refineries, production declines 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 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.

(1) The aggregate of multiple systems in the respective areas.

(2) Mid-point of guidance.

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b.Facilities. Our facilities segment operations generally consist of fee-based activities associated with providing storage, terminalling and throughput services for crude oil, refined products and LPG, as well as LPG fractionation and isomerization services. We generate revenue through a combination of month-to-month and multi-year leases and processing arrangements. This segment also includes our equity earnings from our 50% investment in PAA/Vulcan Gas Storage, LLC which owns and operates approximately 26 Bcf of underground natural gas storage capacity and is constructing an additional 24 Bcf of underground storage capacity.

Segment profit is forecast using the volume assumptions in the table below, priced at forecasted rates, less estimated field operating costs and G&A expenses. Field operating costs do not include depreciation.

(1) Calculated as the sum of: (i) crude oil, refined products and LPG storage capacity; (ii) natural gas storage capacity divided by 6 to account for the 6:1 mcf of gas to barrel of crude oil ratio; and (iii) LPG processing volumes multiplied by the number of days in the period and divided by 1,000  and the number of months in the period to convert to monthly capacity in millions.

(2) Mid-point of guidance.

c.Marketing. Our marketing segment operations generally consist of the following merchant activities:

·  the purchase of U.S. and Canadian crude oil at the wellhead and the bulk purchase of crude oil at pipeline and terminal facilities, as well as the purchase of foreign cargoes at their load port and various other locations in transit;

·  the storage of inventory during contango market conditions and the seasonal storage of LPG;

·  the purchase of refined products and LPG from producers, refiners and other marketers;

·  the resale or exchange of crude oil, refined products and LPG at various points along the distribution chain to refiners or other resellers to maximize profits; and

·  the transportation of crude oil, refined products and LPG on trucks, barges, railcars, pipelines and ocean-going vessels to our terminals and third-party terminals.

The level of profit in the marketing segment is influenced by overall market structure and the degree of volatility in the crude oil market as well as variable operating expenses. Forecasted operating results for the three-month period ending June 30, 2008 reflect our expectation of a backwardated market structure and weather-related seasonal variations in LPG sales. Unexpected changes in market structure or volatility (or lack thereof) could cause actual results to differ materially from forecasted results.

We forecast segment profit using the volume assumptions stated below, as well as estimates of unit margins, field operating costs, G&A expenses and carrying costs for contango inventory, based on current and anticipated market conditions. Field operating costs do not include depreciation. Realized unit margins for any given lease-gathered barrel could vary significantly based on a variety of factors including location, quality and contract structure.

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(1) Mid-point of guidance.

(1) This project requires approval from a number of city and state regulatory agencies in California. Accordingly, the timing and amount of  additional costs, if any, related to Pier 400 are not certain at this time.

(2) Primarily pipeline connections, upgrades and truck stations, new tank construction and refurbishing, and carry-over of projects started in 2007; including the Salt Lake City pipeline for which estimated costs have increased approximately $50 million over previous estimates primarily due to weather related factors and adverse soil conditions.

6.    Capital Structure. This guidance is based on our capital structure as of March 31, 2008, as modified by the issuance on April 23, 2008, of $600 million of 6.50% senior notes due 2018.  The net proceeds from the offering were used to reduce

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       outstanding borrowings under certain credit facilities which may be re-borrowed to fund our capital program, including the acquisition of the Rainbow Pipe Line Company and other acquisitions, and for general partnership purposes.

7.    Interest Expense. Debt balances are projected based on estimated cash flows, current distribution rates, forecasted capital expenditures for maintenance and expansion projects, expected timing of collections and payments, and forecasted levels of inventory and other working capital sources and uses.

Included in interest expense are commitment fees, amortization of long-term debt discounts or premiums, deferred amounts associated with terminated interest-rate hedges and interest on short-term debt for non-contango inventory (primarily hedged LPG inventory and New York Mercantile Exchange and IntercontinentalExchange margin deposits). Interest expense is net of amounts capitalized for major expansion capital projects and does not include interest on borrowings for contango inventory. We treat interest on contango-related borrowings as carrying costs of crude oil and include it as part of the purchase price of crude oil.

8.     Net Income per Unit. Basic net income per limited partner unit is calculated by dividing net income allocated to limited partners by the basic weighted average units outstanding during the period.

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. The amount of income allocated to our limited partner interests is 98% of the total partnership income after deducting the amount of the general partner’s incentive distribution. Based on our current annualized distribution rate of $3.46 per unit and current units outstanding, our general partner’s distribution is forecast to be approximately $124 million annually, of which approximately $116 million is attributed to the incentive distribution rights. In conjunction with the Pacific acquisition, however, the general partner agreed to reduce the amounts due it as incentive distributions. The reduction is effective for five years, as follows: (i) $5 million per quarter for the first four quarters beginning with the February 2007 distribution, (ii) $3.75 million per quarter for the following eight quarters, (iii) $2.5 million per quarter for the following four quarters, and (iv) $1.25 million per quarter for the final four quarters. The aggregate reduction in incentive distributions will be $65 million and the total reduction during 2008 will be $15 million. The relative amount of the incentive distribution varies directionally with the number of units outstanding and the level of the distribution on the units. Based on the current number of units outstanding, each $0.05 per unit annual increase in the distribution over $3.46 per unit decreases net income available for limited partners by approximately $6 million ($0.05 per unit) on an annualized basis.

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Forward-Looking Statements and Associated Risks

All statements included in this report, other than statements of historical fact, 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. The absence of these words, however, does not mean that the statements are not forward-looking. 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:

·        failure to implement or capitalize on planned internal growth projects;

·        the success of our risk management activities;

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

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

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

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

·        the availability of adequate third-party production volumes for transportation and marketing in the areas in which we operate, and other factors that could cause declines in volumes shipped on our pipelines by us and third-party shippers;

·        fluctuations in refinery capacity in areas supplied by our mainlines and other factors affecting demand for various grades of crude oil, refined products and natural gas and resulting changes in pricing conditions or transportation throughput requirements;

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

·        our access to capital to fund additional acquisitions and our ability to obtain debt or equity financing on satisfactory terms;

·        successful integration and future performance of acquired assets or businesses and the risks associated with operating in lines of business that are distinct and separate from our historical operations;

·        unanticipated changes in crude oil market structure and volatility (or lack thereof);

·        the impact of current and future laws, rulings and governmental regulations;

·        the effects of competition;

·        continued creditworthiness of, and performance by, our counterparties;

·        interruptions in service and fluctuations in tariffs or volumes on third-party pipelines;

·        increased costs or lack of availability of insurance:

·        fluctuations in the debt and equity markets, including the price of our units at the time of vesting under our long-term incentive plans;

·        the currency exchange rate of the Canadian dollar;

·        weather interference with business operations or project construction;

·        risks related to the development and operation of natural gas storage facilities;

·        general economic, market or business conditions; and

·        other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of crude oil, refined products and liquefied petroleum gas and other natural gas related petroleum products.

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.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

Plains All American Pipeline, L.P.

Reports Solid First-Quarter 2008 Results

(Houston – April 30, 2008) Plains All American Pipeline, L.P. (NYSE: PAA) today reported net income of $92 million, or $0.57 per diluted limited partner unit, for the first quarter of 2008.  Net income for the first quarter of 2007 was $85 million, or $0.61 per diluted limited partner unit.  The Partnership’s basic weighted average units outstanding for the first quarter of 2008 totaled 116 million (117 million diluted) as compared to 109 million (111 million diluted) in last year’s first quarter.

The Partnership reported earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $180 million for the first quarter of 2008, compared with EBITDA of $166 million for the first quarter of 2007.  (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.)

Reported results include the impact of various items that affect comparability between reporting periods.  These items are excluded from adjusted results, as further described in the table below.  Accordingly, the Partnership’s first-quarter 2008 adjusted net income, adjusted net income per diluted limited partner unit and adjusted EBITDA were $103 million, $0.66 and $191 million, respectively. The Partnership’s first-quarter 2007 adjusted net income, adjusted net income per diluted limited partner unit and adjusted EBITDA were $120 million, $0.92 and $201 million, respectively.

“The Partnership delivered solid baseline operating and financial results for the first quarter of 2008, with all three segments performing in line with or ahead of the midpoint of public guidance,” said Greg L. Armstrong, Chairman and CEO of Plains All American.  “As expected, adjusted EBITDA for the current year quarter was approximately 5% below the first quarter of 2007, a period during which the Partnership experienced very favorable market conditions. However, on a sequential basis, adjusted EBITDA for the first quarter of 2008 was approximately 14% higher than the fourth quarter of 2007, as the fourth quarter was adversely affected by the shift in the crude oil market structure.  We are pleased with our first-quarter results and the opportunity to demonstrate how our business model and asset base perform in less favorable market conditions.”

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Armstrong stated, “We have announced an increase in our first-quarter distribution to $3.46 per unit, which represents a 6.5% increase over 2007’s comparable distribution.  In addition, upon closing the pending Rainbow Pipe Line acquisition, we plan to raise our distribution growth goal for 2008, resulting in a targeted annualized run-rate distribution in November 2008 of $3.61 to $3.66 per unit, equating to a 7.4% to 8.9% increase over the November 2007 distribution.”

Armstrong continued, “In preparation for closing the Rainbow acquisition as well as the continuation of our 2008 internal growth capital program, we recently issued $600 million of 10-year senior notes.  This financing locks in attractively priced long-term capital and enables us to maintain a high level of liquidity during a period in which we believe there will be additional attractive acquisition opportunities.”

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

(1) The equity compensation charge for the three-month periods ended March 31, 2008 and 2007 excludes the portion of the equity compensation expense represented by grants under the 2006 Plan that, pursuant to the terms of the Plan, will be settled in cash only and have no impact on diluted units. The portion of the equity compensation expense attributable to the 2006 Plan is less than $1 million for each of the three-month periods ended March 31, 2008 and 2007.

(2) The Statement of Financial Accounting Standards (“SFAS”) No. 133 “Accounting for Derivative Instruments and Hedging Activities,” as amended (“SFAS 133”) charge for the three-month period ended March 31, 2008 includes a $2 million gain related to interest rate derivatives, which is included in interest income and other income (expense), net but does not impact segment profit.

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The following tables present certain selected financial information by segment for the first-quarter reporting periods (amounts in millions):

(1) Includes intersegment amounts.

(2) Segment general and administrative expenses (G&A) reflect direct costs attributable to each segment and an allocation of other expenses 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 SFAS 133 mark-to-market adjustment is primarily based upon crude oil prices at the end of the period and is related to the non-effective portion of our cash flow hedges, as well as certain derivative contracts that do not qualify under SFAS 133 as cash flow hedges.  The net gain or loss related to these derivative instruments is principally offset by physical positions in future periods.  The SFAS 133 amount for the three-month period ended March 31, 2008 excludes a $2 million gain related to interest rate derivatives, which is included in interest income and other income (expense), net but does not impact segment profit.

Excluding selected items impacting comparability, segment profit from Transportation operations in the first quarter of 2008 was $92 million, representing an increase of 12% over corresponding first-quarter 2007 results of $82 million.  Pipeline volumes for the first quarter of 2008 were approximately 2.8 million barrels per day versus 2.7 million barrels per day in the first quarter of 2007.

First-quarter 2008 adjusted segment profit from Facilities operations was $32 million, representing an increase of 33% over corresponding first-quarter 2007 results of $24 million.

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Adjusted segment profit from Marketing operations for the first quarter of 2008 was $66 million, representing a decrease of 27% from corresponding first-quarter 2007 results of $90 million that were positively impacted by favorable market conditions.

The Partnership’s basic weighted average units outstanding for the first quarter of 2008 totaled 116 million (117 million diluted) as compared to 109 million (111 million diluted) in last year’s first quarter.  At March 31, 2008, the Partnership had approximately 116 million units outstanding, long-term debt of approximately $2.6 billion and a long-term debt-to-total capitalization ratio of 44%.

The Partnership has declared a quarterly distribution of $0.865 per unit ($3.46 per unit on an annualized basis) payable May 15, 2008 on its outstanding limited partner units.  This distribution payment represents increases of approximately 6.5% and 1.8%, respectively, over the quarterly distributions paid in May 2007 and February 2008.  This distribution constitutes the 16th consecutive increase in quarterly distributions for the Partnership and the 23rd increase in the last twenty-nine quarters.

Prior to its May 1 conference call, the Partnership will furnish a current report on Form 8-K, which will include material in this press release and financial and operational guidance for the second quarter of 2008. A copy of the Form 8-K will be available on the Partnership’s website at www.paalp.com.

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 net income or cash flows from operating activities. EBITDA is presented because we believe 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. We also believe 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. We consider an understanding of these selected items impacting comparability to be material to our evaluation of our operating results and prospects. Although we present selected items that we consider 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, as applicable, in management’s discussion and analysis of operating results in our Quarterly Report on Form 10-Q.

A reconciliation of EBITDA to net income and cash flows 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, to the most comparable GAAP measures. To access the

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information, investors should click on the “Investor Relations” link on the Partnership’s home page and then the “Non-GAAP Reconciliation” link on the Investor Relations page.

Conference Call

The Partnership will host a conference call on Thursday, May 1, 2008 to discuss the following items:

1.               The Partnership’s first-quarter 2008 performance;

2.               The status of major expansion projects;

3.               Capitalization and liquidity;

4.               Financial and operating guidance for the second quarter 2008; and

5.               The Partnership’s outlook for the future.

The call will begin at 10:00 AM (Eastern). To participate in the call, please dial 877-709-8150, or, for international callers, 201-689-8354, at approximately 9:55 AM (Eastern). 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

To listen to a telephonic replay of the conference call, please dial 877-660-6853, or, for international callers, 201-612-7415, and enter account number 232 and replay ID number 281768.  The replay will be available beginning Thursday, May 1, 2008, at approximately 1:00 PM (Eastern) and continue until 11:59 PM (Eastern) Sunday, June 1, 2008.

Plains All American Pipeline, L.P. is a publicly traded master limited partnership engaged in the transportation, storage, terminalling and marketing of crude oil, refined products and liquefied petroleum gas and other natural gas related petroleum products. Through its 50% ownership in PAA/Vulcan Gas Storage LLC, the Partnership is also engaged in the development and operation of natural gas storage facilities. The Partnership is headquartered in Houston, Texas.

Forward Looking Statements

Except for the historical information contained herein, the matters discussed in this news release, including distribution goals, are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from results anticipated in the forward-looking statements. These risks and uncertainties include, among other things: our ability to consummate the Rainbow acquisition and the successful integration and future performance of the acquired assets; future developments and circumstances at the time distributions are declared; failure to implement or capitalize on planned internal growth projects;

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the success of our risk management activities; environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves; maintenance of our credit rating and ability to receive open credit from our suppliers and trade counterparties; abrupt or severe declines or interruptions in outer continental shelf production located offshore California and transported on our pipeline system; shortages or cost increases of power supplies, materials or labor; the availability of adequate third-party production volumes for transportation and marketing in the areas in which we operate (including on the Rainbow system) and other factors that could cause declines in volumes shipped on our pipelines by us and third-party shippers, such as declines in production from existing oil and gas reserves or failure to develop additional oil and gas reserves; fluctuations in refinery capacity in areas supplied by our mainlines and other factors affecting demand for various grades of crude oil, refined products and natural gas and resulting changes in pricing conditions or transportation throughput requirements; the availability of, and our ability to consummate, acquisition or combination opportunities; our access to capital to fund additional acquisitions and our ability to obtain debt or equity financing on satisfactory terms; successful integration and future performance of acquired assets or businesses and the risks associated with operating in lines of business that are distinct and separate from our historical operations; unanticipated changes in crude oil market structure and volatility (or lack thereof); the impact of current and future laws, rulings and governmental regulations; the effects of competition; continued creditworthiness of, and performance by, our counterparties; interruptions in service and fluctuations in tariffs or volumes on third-party pipelines; increased costs or lack of availability of insurance; fluctuations in the debt and equity markets, including the price of our units at the time of vesting under our long-term incentive plans; the currency exchange rate of the Canadian dollar; weather interference with business operations or project construction; risks related to the development and operation of natural gas storage facilities; general economic, market or business conditions; and other factors and uncertainties inherent in the transportation, storage, terminalling, and marketing of crude oil, refined products and liquefied petroleum gas and other natural gas related petroleum products discussed in the Partnership’s filings with the Securities and Exchange Commission.

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PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per unit data)

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PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

OPERATING DATA (1)

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PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET DATA

(In millions)

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PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

COMPUTATION OF BASIC AND DILUTED EARNINGS PER LIMITED PARTNER UNIT

(In millions, except per unit data)