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1www.plainsallamerican.com NYSE: PAA & PAGP

V&E and TPH 2014 Infrastructure Summit

Crude Oil Midstream UpdateHouston, TX September 16, 2014


Forward-Looking Statements & Non-GAAP Financial Measures Disclosure This presentation contains forward-looking statements, including, in

particular, statements about the plans, strategies and prospects of PlainsAll American Pipeline, L.P. (“PAA”) and Plains GP Holdings, L.P.(“PAGP”). These forward-looking statements are based on PAA’s currentassumptions, expectations and projections about future events as of thedate of our most recent guidance furnished on August 6, 2014, unlessotherwise noted.

Although PAA and PAGP believe that the expectations reflected in theseforward-looking statements are reasonable, they can give no assurancethat these expectations will prove to be correct or that synergies or otherbenefits anticipated in the forward-looking statements will be achieved.Important factors, some of which may be beyond PAA’s or PAGP’scontrol, that could cause actual results to differ materially frommanagement’s expectations are disclosed in PAA’s and PAGP’srespective filings with the Securities and Exchange Commission.

This presentation also contains non-GAAP financial measures relating toPAA. A reconciliation of these measures to the most directly comparableGAAP measures is available in the appendix to this presentation. Foradditional detail regarding selected items impacting comparability,please visit the Investor Relations section of PAA’s website atwww.plainsallamerican.com.


Opening Observations

There are multiple topics worthy of discussion in the midstream crude oil space: Rail, exports, quality issues, basis differentials, impact of new

pipelines, need for new pipelines, etc.

Unlikely to do justice to many of them in 20-30 minutes

Two Perspectives – High & Low Level –Both Important From 30,000 feet, the earth’s surface appears relatively level,

with very manageable challenges

From ground level, relatively small challenges can appear substantial

To successfully develop and execute a business plan, it is important to integrate both perspectives


Discussion Outline

Brief Introduction To Plains All American Qualifications / Curriculum Vitae For Today’s Topic

Brief, but beware of subliminal messages for PAA

Summary of the Current Industry Environment Discussion of Permian / West Texas & its

Interrelationship with Cushing, Houston & Corpus Christi Illustration of Dual Perspectives

Biggest Infrastructure Issue (ex Gov’t & ROW)


Plains All American Current ProfileOne Business, Two Investment Vehicles (NYSE: PAA & PAGP)

Total Enterprise Value $49.7 B

PAA Equity Market Cap $21.8 B PAGP et. al. Eq. Mkt Cap $20.0 B Total LT Debt $7.9 B

Current PAA Yield ~4.4%

Current PAGP Yield ~2.4%

PAA Total Assets $21.5 B

PAA S&P / Moody’s Ratings BBB / Baa2

Financial Profile(1)

2014 Adjusted EBITDA (2) $2.18 B

2014 Adj. Net Income (2) $1.35 B

PAA Public Guidance – Mid-point

Pipelines (active miles) 18,150 milesLiquids Storage 120 MMBblsNatural Gas Storage 97 BcfFractionation Facilities(4) 235,000 Bbl/dNatural Gas Processing(5) 8.5 Bcf/dCrude & NGL Rail Facilities 24Crude & NGL Railcars 7,400Truck Fleet 1,700 Trailers

840 TrucksBarge Fleet 130 Barges

60 Tugs

Crude & NGL Volumes: ~4.0 MMBbl/d

PAA Assets(3)

(1) As applicable, based on balance sheet data as of 06/30/14 and 09/02/14 closing unit price. PAGP equity market cap includes AAP Management units.(2) Adjusted EBITDA and Adjusted Net Income Attributable to PAA, which has been abbreviated as “Adj. Net Income,” are the mid-point of PAA’s public guidance furnished via form 8-K on 08/06/14 and exclude selected items impacting comparability.

(3) Assets as of 12/31/13. All amounts are approximate.(4) Amount represents gross capacity. (5) Amount represents net capacity. Natural gas processing capacity also includes approximately 2.5 Bcf per day for a long-term liquid supply contract.


<--------------PAA’s areas of involvement reflected in Yellow--------->

PAA’s Midstream Crude Oil Activities Extend Over the Entire Value Chain – From Wellhead to Refinery Inlet


PAA’s Interconnected Pipelines, Rail Assets, Trucks, & Barges Combined With Inland and Coastal Terminals = Max Flexibility

PAA’s Comprehensive System provides: First mile, intermediate & last mile

access Access to multiple markets via

multiple transportation modes Processing, segregation, import and

export access Ability to address periodic physical

bottlenecks and market disruptions

PermianMid‐

ContinentCanada Rockies Williston

West Coast

Gulf Coast

Eagle Ford

East Coast

Crude OilMultiple Pipeline Connections ‐

Storage Trucks ‐

Rail ‐ Marine Access N/A N/A ‐ N/A N/A


PAA Assets & Business Model Benefit From Volatility: Solid Performance In a Variety of Markets and Supply and Demand Scenarios

$0

$300

$600

$900

$1,200

$1,500

$1,800

$2,100

$2,400

2004 2005 2006 2007 2008 2009 2010 2011 2012 20132014(G)

Adju

sted

EB

ITD

A ($

MM

)

PAA Adjusted EBITDA :Actual Performance vs. Guidance(1)

Met or Exceeded Guidance for over 12 Years (50 Consecutive Qtrs)

(1)Crude oil market structure chart does not include 09/22/08 data point on which the backwardated spread widened to over $11/barrel. (G) Midpoint of guidance furnished via form 8-K on August 6, 2014. (T) Targeted distribution for 2014.

BOY Annual Guidance

Outperformance

$0

$300

$600

$900

$1,200

$1,500

2004 2005 2006 2007 2008 2009 2010 2011 2012 20132014(T)

Dis

trib

utio

ns P

aid

($M

M)

Total Distribution GrowthIncreased Distribution in 39 out of 41 Qtrs

(20 Consecutive Qtrs)PAA LP

PAA GP

U.S. Products Imports/Exports


N.A. Crude Production Outlook & Impact on Infrastructure


30 Second Elevator Speech

U.S. & Canada crude production is on the rise, with significant running room (dependent on commodity prices and capital availability)

Significant midstream infrastructure expansion required to balance the system

The very light, sweet quality of the incremental barrel presents infrastructure challenges – magnified by export restrictions, regulatory issues and lack of clarity

Until the infrastructure is right sized and integrated to create sufficient slack in the system, there will be episodic volatility (may feel like chaos at the time) Therein lies both opportunity and reason for caution


-

2.0

4.0

6.0

8.0

10.0

12.0

14.0

16.0

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2018YE

North American Crude Oil Production Forecast by Region – Dominated by the “Big 6” and Western Canada

(1) Regions included in Other N.A.: Midwest, PADD 1, PADD V and Eastern CanadaSource: PAA and 3rd party estimates including Bentek & CAPP

YE’1815.5

Methodology Assumes Constructive Oil Prices, Constant Rig / Completion Counts & Well Productivity; Upward Bias in Several

Regions (MMBbls/d)

(1)YE’1311.5


-

2.0

4.0

6.0

8.0

10.0

12.0

14.0

16.0

18.0

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2018 YE

Light Medium Sour Heavy

Projected North American Production Increases Weighted Towards Light Crudes

Note: Definition of “Light” crude includes condensate, light sweet, light sour, and medium sweet grades. Source: PAA and 3rd party estimates including Bentek & CAPP

2013 YE 2018 YE GrowthLight 6.3 9.0 2.6 Medium Sour 2.7 2.8 0.1 Heavy 2.5 3.6 1.2

Total NA 11.6 15.4 3.9

YE’13

Light / Sweet

(MMBbls/d)


Note: Crude amounts shown represent the change in production in these areas from YE2013– YE2018 based on PAA’s estimates as of May 2014. All amounts are approximate. Map only includes PAA’s most significant assets. Some assets shown are not yet in-service.

Mid‐Continent: ~175 MBbls/d (+25%)

Permian Basin: ~590 MBbls/d (+40%)

Eagle Ford: ~690 MBbls/d (+60%)

Rockies: ~285 MBbls/d (+55%)

GOM: ~360 MBbls/d (+15%)

Williston Basin(Bakken)

Mid‐Continent

Eagle Ford

Permian Basin

Gulf of Mexico

Rockies

Western Canada

~3.9 MMBbls/d

( +30%)

Projected North American Crude Oil Production

GrowthYE2013 – YE2018

Western Canada:~1,175 MBbls/d (+30%)

Volume Growth Driving Increased Infrastructure Requirements

Williston Basin (Bakken):~625 MBbls/d (+60%)

Takeaway: Double Digit Volume Growth in All RegionsSubliminal Message: Note PAA’s Significant Presence in Each Area!


Permian Basin Discussion

-15--15-

Crude Oil Assets/Activities(1)

● Barrels Transported: 1,440 MBbls/d● 1st Purchaser Gathered Barrels: 375 MBbls/d● Pipeline Miles: 3,550 ● Storage Capacity: 8 MMBbls● Truck Injection Stations: ~100

Permian Basin

BoneSpring

(1) Pipeline miles are only those miles associated with PAA’s transportation segment and are as of 12/31/13. Pipeline tariff volumes are average of 4Q13. 1st purchaser gathered barrels are average of December 2013. Other assets/activities are as of 02/27/14.

(2) Industry sources and PAA estimates assuming constant rig count and well productivity.(3) Map only includes most significant PAA assets. Some assets shown are not yet in service.

Spraberry / Wolfberry

9251,410

2,000

2009 YE2013 YE2018

Crude Oil Production (MBbls/d)(2)

+40%

Crude Pipelines > 12”

Crude Pipelines < 12” > 6”

Crude Pipelines < 6”

Crude Pipeline Under Construction

Crude Storage Facility

Future Crude Oil Rail Facility

Legend(3)

Permian Basin: PAA’s Largest Asset FootprintDirect Connectivity to Cushing, Corpus Christi and Indirect Connectivity to Houston/Other Markets

15

Increasing rig count & improving efficiency = significant upward bias


WTI Mid-Cush DifferentialRapidly Rising Oil Production Exceeds Takeaway Capacity / Required Slack

Since 2009,Production Growth Has Nearly Doubled


Recent and Planned Large Volume Pipelines Set to Provide Permian Basin Takeaway Capacity

1. Permian Express I: Connects to Basin at Wichita Falls and serves Gulf Coast

2. West Texas Gulf: Connects to Basin/Mesa at Colorado City and serves Gulf Coast and extends to East Texas

3. BridgeTex: Connects to Basin/Mesa/Sunrise at Colorado City to Serve Gulf Coast

4. Longhorn: Connects to PAA at Crane to serve Gulf Coast

5. Cactus: Connects PAA assets from McCamey to Gardendale in South Texas; also serves Gulf Coast

6. Permian Express II: Originates in Garden City connects to Colorado City & Corsicana to serve Gulf Coast

240

MidlandColorado

City

Wichita Falls

CushingPermian

Basin

Jal

Odessa

45

3

1

Hendrick

240

240

2

1

4

5

3

(Capacities in thousands of barrels/day reflected in blue)

(1) PAA owns 87% of Basin Pipeline, and 63% of Mesa pipeline.

Crane

McCamey200

Takeaway projects currently under construction are on track to provide ~700,000 b/d of incremental capacity (BridgeTex, Cactus & Permian Express II).

PAA’s Basin / Mesa / Sunrise Pipelines

Garden City6

2Corsicana

6


(MMBbls/d)

Source: PAA

-

0.5

1.0

1.5

2.0

2.5

3.0

2009 2013 YE 2014 2015 2016 2017 2018 2018 YE

Refining Demand Exports to Houston Exports to Port Arthur

Exports to Corpus Christi Exports to Cushing / Mid-con Production & Heavy Imports

PL Takeaway & Refining Capacity

Pipe

line

Loc.

Ref

inin

g

Cactus

Permian Express II

Exce

ss P

L Ta

keaw

ay C

apac

ity

BridgeTexLonghorn Expansion

YTD ‘14 Differentials:WTI @ Midland ~($7)WTS @ Midland ~($6)

WTG expansionLonghorn

2009 Pipeline Takeaway Capacity

Upon Completion of Current Projects, Permian Basin Export Capacity Appears Sufficient for Expected Production

Reasonable Potential Production Cases

Higher Volume Cases Could Require More Slack for Efficient Operations


Majority of incremental takeaway capacity will access the Gulf Coast, particularly Houston market Vast majority of ~700,000 b/d available to GC will be light, sweet

crude – GC currently imports very little light sweet crude GC has no “Cushing Hub” equivalent – thus reluctance to build

inventory or pre-position crude; semi-opaque price discovery Cost of marginal Permian takeaway capacity

ranges from <$1.00/bbl to Cushing to >$3.50/bblto Gulf Coast area (ex Permian area gathering/transport fees)

Permian production rising +/- 20,000 b/d each month

Cushing expecting incremental barrels via local production and incremental pipelines (WC, PXP, etc.)

Result: What happens away from Midland couldbe very important. Rotational displacement; dynamic market prices – especially in the event of operating upsets (Basin PL c/b very important header system)

Cushing

Midland

Corpus Christi

Houston Market

Colorado City

Wichita Falls

Upon Closer Inspection: Potential Permian Market Clearing Issues

Very simplified


Examples of Ground Level Issues(requiring some level of slack in the system)

Pipelines do not run at nameplate capacity on a 24 / 7 / 365 basis Routine testing, maintenance repair and/or replacement of pumps, valves

and facilities Multiple grades & batching requirements can reduce effective capacity Connecting pipelines & refineries may not be able to receive at full rates E.g. 750,000 b/d name plate at 22/24 hour avg run-time = 690,000 b/d rate Turnaround can take longer

Periodic outages of refineries, pipelines, terminals etc. Routine refinery maintenance (not always executed as planned) Operating upsets, product releases, electrical outages, weather related

issues, etc. An unexpected interruption or extended period of a planned event can

reasonably create the need for up to 300,000 b/d of additional pipeline capacity

Production growth is non-linear – introduction of pad drilling amplifies the issue (forecast implies average of 20+kb/d growth per month)

Marginal excess barrel can put meaningful downward price pressure on a large portion of uncommitted volumes


Permian Basin Observation

From a high level, existing/pending projects appear sufficient to balance the takeaway requirements

From ground level, there will be kinks to be worked out until there is sufficient slack in the system

The most important factors impacting differentials and the direction the marginal barrel flows will likely be determined by what happens outside of the Midland market (Gulf Coast, Cushing, Rockies, etc.)

Despite excess takeaway capacity for normal operations, there may / will be episodic volatility


Notable Considerations: U.S. E&Ps spending ~$90 to $100 billion/year alone in crude oriented

resource plays Many smaller but active players outspending cash flow; relying on capital markets to

make up gap N.A. crude & NGL production growth alone is on track to exceed +/- 1.2

mmb/d annual growth in worldwide petroleum demand. Requires: More demand; less Saudi/OPEC oil; zero return to market of production capacity in

geopolitically conflicted countries Absent exports, light sweet prices could fall independent of index prices

Many plays still economical at lower prices; however: Decrease in oil prices = less cash flow = more leverage/outside capital = higher cost

of capital Will E&P boards & shareholders embrace high spending in lower price environment?

Due to high decline rates, low oil prices will likely be short-lived (six months to a year?)

Lower oil prices likely results in consolidation at both E&P and midstream entity levels

Biggest Infrastructure Issue = Lower Oil Prices & Interruption in Production Momentum (ex Gov’t & ROW)


Q&A

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