HOUSTON, May 2, 2013 /PRNewswire/ -- Plains Exploration & Production Company (NYSE:PXP) ("PXP" or the "Company") announces 2013 first-quarter financial and operating results.

2013 HIGHLIGHTS

    --  Total daily sales volumes averaged 170.4 thousand barrels of oil
        equivalent ("BOE"), a 92% increase per diluted share compared to
        first-quarter 2012.
    --  Oil daily sales volumes averaged 129.2 thousand barrels, a 158% increase
        per diluted share compared to first-quarter 2012.
    --  Phobos discovery well announced, encountering approximately 250 net feet
        of high-quality lower Tertiary oil pay in the Gulf of Mexico.
    --  Total revenues were $1,232 million compared to $524.3 million in the
        first-quarter of 2012.
    --  Net cash provided by operating activities was $818.7 million compared to
        $335.4 million in the first-quarter of 2012.
    --  Operating cash flow (a non-GAAP measure) was $789.6 million compared to
        $329.2 million in the first-quarter of 2012.
    --  Long-term debt, including current maturities, was reduced by $420
        million to approximately $9.7 billion at quarter-end 2013 compared to
        approximately $10.1 billion at year-end 2012.
    --  Income from operations was $397.3 million compared to $171.3 million in
        the first-quarter of 2012.
    --  Net income attributable to common stockholders was $22.6 million, or
        $0.17 per diluted share compared to a first-quarter 2012 net loss
        attributable to common stockholders of $82.3 million, or $0.64 per
        diluted share.
    --  Adjusted net income attributable to common stockholders (a non-GAAP
        measure) was $139.6 million, or $1.05 per diluted share, compared to
        first-quarter 2012 adjusted net income attributable to common
        stockholders of $77.0 million, or $0.58 per diluted share.

FINANCIAL SUMMARY

PXP reported first-quarter revenues of $1.2 billion and net income attributable to common stockholders of $22.6 million, or $0.17 per diluted share, compared to revenues of $524.3 million and a net loss attributable to common stockholders of $82.3 million, or $0.64 per diluted share, for the first-quarter of 2012.

The first-quarter 2013 net income attributable to common stockholders includes certain items affecting the comparability of operating results. Those items consist of realized and unrealized gains and losses on our mark-to-market derivative contracts resulting in a net loss of $202.0 million due in large part to higher crude oil forward prices, a $15.5 million unrealized gain on investment in McMoRan Exploration Co. ("McMoRan") common stock, debt extinguishment costs of $18.1 million, and other items. When considering these items, PXP reports adjusted net income attributable to common stockholders of $139.6 million, or $1.05 per diluted share (a non-GAAP measure), compared to $77.0 million, or $0.58 per diluted share, for the same period in 2012.

A reconciliation of non-GAAP financial measures used in this release to comparable GAAP financial measures is included with the financial tables.

OPERATIONAL UPDATE

PXP's 2013 first-quarter daily sales volumes averaged 170.4 thousand BOE per day compared to 87.9 thousand BOE in the first-quarter of 2012.

Crude oil sales volumes averaged 118.9 thousand barrels per day, compared to first-quarter 2012 average volumes of 47.8 thousand barrels per day. Volume growth is driven primarily by the addition of the deepwater Gulf of Mexico assets acquired in November 2012 and strong Eagle Ford Field performance.

Natural gas liquids sales volumes averaged 10.3 thousand barrels per day, compared to first-quarter 2012 average volumes of 1.8 thousand barrels per day. The increase reflects the addition of the deepwater Gulf of Mexico assets and strong Eagle Ford Field performance.

Natural gas sales volumes averaged 246.9 million cubic feet ("MMcf") per day compared to 229.3 MMcf per day in the first-quarter 2012. The increase reflects the addition of the deepwater Gulf of Mexico assets and increased production from the Eagle Ford Field, partially offset by decreased production from the Haynesville Field.

In the Gulf of Mexico, first-quarter daily sales volumes averaged 60.7 thousand BOE per day net to PXP. The Company closed the acquisition of interests in certain deepwater Gulf of Mexico oil and gas properties in late 2012. In early 2013, PXP acquired lease blocks near its newly acquired infrastructure and secured drilling rig capacity to accelerate its top-tier deepwater Gulf of Mexico program beginning in the second half of 2014. There have been additional producer wells drilled at Lucius and a significant discovery was announced at Phobos.

At the Lucius development in Keathley Canyon, four of the six planned producer wells have been drilled with two producer wells remaining to drill this year. In December 2011, the operator and its working interest partners sanctioned development of Lucius, a subsea development consisting of a truss spar hull located in 7,200 feet of water with a topside capacity of 80 thousand barrels of oil per day and 450 MMcf of gas per day. First production is anticipated in 2014. Anadarko Petroleum Corporation is the operator. PXP has a 23.33% working interest.

At the Phobos prospect, located in Sigsbee Escarpment block 39, the operator and its partners recently announced a discovery at the Phobos-1 well which encountered approximately 250 net feet of high-quality oil pay in Lower Tertiary-aged reservoirs. The Phobos discovery was drilled to a total depth of 28,675 feet in approximately 8,500 feet of water, approximately 11 miles south of the Lucius development. Anadarko Petroleum Corporation is the operator and is currently incorporating the data from the Phobos well to determine future activities. PXP has a 50% working interest.

In March 2013, PXP participated in the Gulf of Mexico Outer Continental Shelf Lease Sale 227 and was the apparent high bidder on 11 deepwater blocks. Of the 11 blocks, 7 blocks are located near PXP's Holstein Hub and 3 blocks are located near PXP's Horn Mountain Hub. The sum of PXP's high bids was approximately $82.6 million. If all high bids are awarded, the Company's deepwater Gulf of Mexico portfolio will include interests in 152 blocks containing 60 prospects or leads in the Pliocene, Miocene, Tertiary and Cretaceous reservoirs. PXP has also contracted for two latest-generation, ultra-deep capable drill ships to accelerate the expansion of the Company's deepwater Gulf of Mexico program. The Noble Sam Croft drill ship and the Noble Tom Madden drill ship are currently under construction with delivery to PXP expected mid-year 2014 and early 2015, respectively.

PXP has been notified that the Pascagoula Gas Processing Plant, located in Pascagoula, Mississippi, operated by BP America Corporation and responsible for processing production from wells in the eastern corridor of the deepwater Gulf of Mexico, will shut down for approximately 36 days starting on or about May 3, 2013 during which time required maintenance will be performed. This activity will disrupt processing system wide from several operators, including PXP. The PXP operated Horn Mountain platform and the PXP operated Marlin Hub will be impacted by the work at the gas processing plant. PXP holds a 100% working interest in the Horn Mountain and Marlin Fields. Oil and gas production could be shut-in while the gas processing plant undergoes its required maintenance. PXP's net average daily sales volumes from these facilities were 44.0 thousand BOE per day in the first quarter of 2013.

Despite the second-quarter impact on sales volumes from the required plant shut down, PXP maintains its total company full-year 2013 oil and natural gas sales volume mid-point guidance of 156.3 thousand BOE per day.

In the Eagle Ford Field, first-quarter daily sales volumes averaged 44.7 thousand BOE per day net to PXP compared to first-quarter 2012 average daily sales volumes of 13.9 thousand BOE per day net to PXP. At the end of March, PXP had 7 drilling rigs operating and 31 wells drilled but waiting on completion or connection to pipelines.

In California, first-quarter daily sales volumes averaged 37.2 thousand BOE per day net to PXP compared to the first-quarter 2012 daily sales volume average of 38.6 thousand BOE per day net to PXP. At the end of March, PXP had 4 drilling rigs operating onshore.

In the Haynesville Field, first-quarter daily sales volumes averaged 134.2 MMcf per day net to PXP compared to first-quarter 2012 average daily sales volumes of 173.5 MMcf per day net to PXP. The sales volume decline reflects significantly lower drilling activity. At the end of March, there were 4 drilling rigs operating in which PXP had a working interest.

CAPITAL SPENDING

For the first-quarter of 2013, PXP had cash expenditures of approximately $499.5 million for additions to oil and gas properties and leasehold acquisitions of which $106.1 million was funded by Plains Offshore Operations Inc., PXP's consolidated subsidiary.

COMMODITY PRICES

During the first-quarter of 2013, Brent crude oil price averaged $112.60 per barrel compared to $118.42 per barrel in the first-quarter 2012. PXP's 2013 first-quarter crude oil average realized price per barrel before derivative transactions was $105.16 per barrel, or approximately 93% of Brent, compared to $105.87 per barrel in the first-quarter 2012, or approximately 89% of Brent. Including the impact of derivative transactions, the first-quarter 2013 crude oil average realized price was $102.45 per barrel, or approximately 91% of Brent, compared to $104.38 per barrel in the first-quarter 2012, or 88% of Brent.

During the first-quarter of 2013, the oil average realized price per barrel before derivative transactions, which includes 10.3 thousand barrels per day net to PXP of natural gas liquids, was $99.60 per barrel, or approximately 88% of Brent, compared to $103.45 per barrel in the first-quarter 2012, or 87% of Brent. Including the impact of derivative transactions, the average realized price in the first-quarter 2013 was $97.10 per barrel, or 86% of Brent, compared to $102.01 per barrel in the first-quarter 2012, or 86% of Brent.

During the first-quarter of 2013, NYMEX gas price averaged $3.34 per million British thermal units ("MMBtu") compared to $2.73 per MMBtu in the first-quarter 2012. PXP's 2013 first-quarter natural gas average realized price before derivative transactions was $3.25 per MMBtu, or approximately 97% of NYMEX, compared to $2.56 per MMBtu in the first-quarter 2012, or 94% of NYMEX. Including the impact of derivative transactions, the average realized price in the first-quarter 2013 was $3.67 per MMBtu, or approximately 110% of NYMEX, compared to $3.29 per MMBtu in the first-quarter 2012, or 121% of NYMEX.

MANAGEMENT COMMENT

James C. Flores, Chairman, President and CEO of PXP commented, "The first quarter results confirm the strong growth we have been projecting. Production, revenues, net cash provided by operating activities and earnings saw significant increases during the quarter led by the high rate-of-return crude oil production in the deepwater Gulf of Mexico, the Eagle Ford Field, and California. Our diversified growth strategy, underpinned by a unique combination of oil and natural gas assets and our on-going risk management program, remains our competitive advantage. The Company is centered on executing its highly profitable, lower-risk, long-term, oil-focused growth plan which is complementary to the growth profile and cash margins of the large, low-cost, expandable asset base characteristics of Freeport-McMoRan Copper & Gold Inc. with whom we have entered into a merger transaction."

CONFERENCE CALL

PXP will host a conference call today, Thursday, May 2, at 8:00 a.m. Central time. Investors wishing to participate in the conference call may dial 1-800-567-9836 or 1-973-935-8460. The conference call and replay ID is: 36577090. The replay can be accessed by dialing 1-855-859-2056 or 1-404-537-3406. A live webcast of the conference call will be available in the Investor Information section of PXP's website at www.pxp.com.

PXP is an independent oil and gas company primarily engaged in the activities of acquiring, developing, exploring and producing oil and gas in California, Texas, Louisiana, and the Gulf of Mexico. PXP is headquartered in Houston, Texas.

ADDITIONAL INFORMATION & FORWARD-LOOKING STATEMENTS
This press release contains forward-looking information regarding PXP that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements included in this press release that address activities, events or developments that PXP expects, believes or anticipates will or may occur in the future are forward-looking statements.

These include statements regarding:


    --  completion of the proposed merger,
    --  reserve and production estimates,
    --  oil and gas prices,
    --  the impact of derivative positions,
    --  production expense estimates,
    --  cash flow estimates,
    --  future financial performance,
    --  capital and credit market conditions,
    --  planned capital expenditures, and
    --  other matters that are discussed in PXP's filings with the SEC.

These statements are based on our current expectations and projections about future events and involve known and unknown risks, uncertainties, and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Please refer to our filings with the SEC, including our Form 10-K and Forms 10-Q, for a discussion of these risks.

References to quantities of oil or natural gas may include amounts that the Company believes will ultimately be produced, but that are not yet classified as "proved reserves" under SEC definitions. In this press release, the Company uses the terms "possible reserves" and "resource potential" to describe the Company's internal estimates of volumes of oil and gas that are not classified as proved reserves but are potentially recoverable through exploratory drilling or additional drilling or recovery techniques. Resource potential is a broader description of potentially recoverable volumes than probable and possible reserves, as defined by the SEC regulations. SEC guidelines prohibit us from including resource potential in filings with the SEC. References in this press release to oil include crude oil, condensate, and natural gas liquid volumes.

All forward-looking statements in this press release are made as of the date hereof, and you should not place undue reliance on these statements without also considering the risks and uncertainties associated with these statements and our business that are discussed in this press release and our other filings with the SEC. Moreover, although we believe the expectations reflected in the forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material. Except as required by law, we do not intend to update these forward-looking statements and information.

IMPORTANT ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND IT:

In connection with the proposed business combination transaction between PXP and FCX, FCX has filed with the SEC a registration statement on Form S-4 that contains a definitive proxy statement of PXP that also constitutes a prospectus of FCX. THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT PXP, FCX, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY. Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with the SEC by PXP and FCX through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of PXP or FCX at the following:

Plains Exploration & Production Company
700 Milam, Suite 3100
Houston, TX 77002
Attention: Investor Relations
Phone: (713) 579-6000
Email: investor@pxp.com

Freeport-McMoRan Copper & Gold Inc.
333 N. Central Ave.
Phoenix, AZ 85004
Attention: Investor Relations
Phone: (602) 366-8400
Email: ir@fmi.com

PARTICIPANTS IN THE SOLICITATION

PXP and FCX, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the merger agreement. Information regarding directors and executive officers of PXP is contained in the proxy statement/prospectus dated April 18, 2013, which is filed with the SEC. Information regarding FCX's directors and executive officers is contained in FCX's definitive proxy statement dated April 27, 2012, which is filed with the SEC.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.


    Plains Exploration & Production Company

    Consolidated Statements of Income

    (in thousands, except per share data)


                                                                                      Three Months Ended

                                                                                           March 31,
                                                                                         ---------

                                                                                          2013                 2012
                                                                                          ----                 ----

                                                                                        (Unaudited)

    Revenues

                                               Oil sales                            $1,158,438             $467,488

                                               Gas sales                                72,331               53,524

                                               Other operating revenues                  1,346                3,263
                                                                                         -----

                                                                                     1,232,115              524,275
                                                                                     ---------              -------

    Costs and Expenses

                                               Lease operating expenses                170,233               83,006

                                               Steam gas costs                          14,604               11,124

                                               Electricity                              11,056               11,374

                                               Production and ad valorem taxes          28,632               12,631

                                                Gathering and transportation
                                                expenses                                22,618               16,272

                                               General and administrative

                                               G&A                                      44,765               38,382

                                               Acquisition and merger related costs      1,199                    -

                                                Depreciation, depletion and
                                                amortization                           530,460              177,697

                                               Accretion                                10,015                3,753

                                               Other operating expense (income)          1,196               (1,261)
                                                                                         -----

                                                                                       834,778              352,978
                                                                                       -------              -------


    Income from Operations                                                             397,337              171,297

    Other (Expense) Income

                                               Interest expense                       (140,998)             (45,253)

                                               Debt extinguishment costs               (18,053)                   -

                                                Loss on mark-to-market derivative
                                                contracts                             (202,023)            (109,050)

                                                Gain (loss) on investment measured
                                                at fair value                           15,544             (135,930)

                                               Other income (expense)                      395                 (405)
                                                                                           ---

    Income (Loss) Before Income
     Taxes                                                                              52,202             (119,341)

                                               Income tax (expense) benefit

                                               Current                                  (4,790)                 (19)

                                               Deferred                                (15,618)              46,057

    Net Income (Loss)                                                                   31,794              (73,303)

                                                Net income attributable to
                                                noncontrolling interest                 (9,209)              (9,016)
                                                  in the form of preferred stock of
                                                   subsidiary

    Net Income (Loss) Attributable
     to Common Stockholders                                                 $22,585              $(82,319)
                                                                            =======              ========


    Earnings (Loss) per Common Share

                                               Basic                                     $0.17               $(0.64)

                                               Diluted                                   $0.17               $(0.64)

    Weighted Average Common Shares Outstanding

                                               Basic                                   130,284              129,348
                                                                                         =====

                                               Diluted                                 132,930              129,348
                                                                                       =======



                                                                                                             
    Plains Exploration & Production Company
                                                                                                             
    Operating Data
                                                                                                               
                                                                                         Three Months Ended
                                                                                                               
                                                                                              March 31,
                                                                                              ---------
                                                                                                                        
                                                                                            2013                  2012
                                                                                            ----                  ----
                                                                                                            
                                                                                           (Unaudited)
                                                                                                  
    Daily Average Volumes
                                                                                                             
                                  Oil and liquids
                                  sales (Bbls)                                129,233                49,657
                                                                                                             
                                 Gas (Mcf)
                                                                                                             
                                 Production                                   250,044               234,001
                                                                                                             
                                 Used as fuel                                   3,140                 4,705
                                                                                                             
                                 Sales                                        246,904               229,296
                                                                                                             
                                 BOE
                                                                                                             
                                 Production                                   170,907                88,657
                                                                                                             
                                 Sales                                        170,384                87,873
                                                                                                  
    Unit Economics (in dollars)
                                                                                                             
                                  Average Index
                                  Prices
                                                                                                             
                                  ICE Brent Price
                                  per Bbl                                     $112.60               $118.42
                                                                                                             
                                  NYMEX Price per
                                  Bbl                                           94.36                103.03
                                                                                                             
                                  NYMEX Price per
                                  Mcf                                            3.34                  2.73
                                                                                                             
                                  Average Realized
                                  Sales Price Before
                                  Derivative
                                  Transactions
                                                                                                             
                                 Oil (per Bbl)                                 $99.60               $103.45
                                                                                                             
                                 Gas (per Mcf)                                   3.25                  2.56
                                                                                                             
                                 Per BOE                                        80.26                 65.16
                                                                                                             
                                  Cash Margin per BOE
                                   (1)
                                                                                                             
                                  Oil and gas
                                  revenues                                     $80.26                $65.16
                                                                                                             
                                  Costs and
                                  expenses
                                                                                                             
                                    Lease operating
                                     expenses                                  (11.10)               (10.38)
                                                                                                             
                                    Steam gas costs                             (0.95)                (1.39)
                                                                                                             
                                    Electricity                                 (0.72)                (1.42)
                                                                                                             
                                    Production and
                                     ad valorem
                                     taxes                                      (1.87)                (1.58)
                                                                                                             
                                    Gathering and
                                     transportation                             (1.47)                (2.03)
                                                                                                             
                                    Oil and gas
                                     related DD&A                              (33.81)               (21.64)
                                                                               ------                ------
                                                                                                             
                                  Gross margin
                                  (GAAP)                                        30.34                 26.72
                                                                                                                        
                                                       Oil and gas related DD&A            33.81                 21.64
                                                                                                                        
                                                        Realized (loss) gain on
                                                        derivative instruments             (1.29)                 1.08
                                                                                           -----
                                                                                                             
                                  Cash margin
                                  (non-GAAP)                                   $62.86                $49.44
                                                                               ======                ======
                                                                                                                        
                                                                                                                        
    Oil and gas capital expenditures accrued ($ in
     thousands) (2)                                                                     $472,711              $439,939


            (1)   Cash margin per BOE
                  (a non-GAAP
                  measure) is
                  calculated by
                  adjusting gross
                  margin per BOE (a
                  GAAP measure) to
                  include the
                  realized gain and
                  loss on derivative
                  instruments and to
                  exclude DD&A.
                  Management
                  believes this
                  presentation may
                  be helpful to
                  investors as it
                  represents the
                  cash generated by
                  our oil and gas
                  production that is
                  available for,
                  among other
                  things, capital
                  expenditures and
                  debt service.  PXP
                  management uses
                  this information
                  to analyze
                  operating trends
                  for comparative
                  purposes within
                  the industry.
                  This measure is
                  not intended to
                  replace the GAAP
                  statistic but
                  rather to provide
                  additional
                  information that
                  may be helpful in
                  evaluating trends
                  and performance.


            (2)   Additions to oil
                  and gas properties
                  reported in our
                  consolidated
                  statement of cash
                  flows differ from
                  the accrual basis
                  amounts reflected
                  above due to the
                  timing of cash
                  payments.
                  Excludes
                  acquisitions.



                             Plains Exploration & Production Company

                              Reconciliation of GAAP to Non-GAAP
                              Measure



                                                              Three Months Ended March 31,
                                                                          2013
                                                             -----------------------------

                                           Oil                            Gas               BOE
                                           ---                            ---               ---

                                        (per Bbl)                      (per Mcf)

    Average Realized Sales
     Price


    Average realized price
     before derivative
     instruments (GAAP)  (1)                         $99.60                $3.25           $80.26

                              Realized (loss) gain on
                              derivative instruments            (2.50)              0.42          (1.29)
                                                               ------


    Realized cash price
     including derivative
     settlements (non-GAAP)                          $97.10                $3.67           $78.97
                                                     ======                =====           ======



                                                              Three Months Ended March 31,
                                                                          2012
                                                             -----------------------------

                                           Oil                            Gas               BOE
                                           ---                            ---               ---

                                        (per Bbl)                      (per Mcf)

    Average Realized Sales
     Price


    Average realized price
     before derivative
     instruments (GAAP)  (1)                        $103.45                $2.56           $65.16

                              Realized (loss) gain on
                              derivative instruments            (1.44)              0.73           1.08
                                                               ------


    Realized cash price
     including derivative
     settlements (non-GAAP)                         $102.01                $3.29           $66.24
                                                    =======                =====           ======



            (1)   Excludes
                  the impact
                  of
                  production
                  costs and
                  expenses
                  and DD&A.



    Plains Exploration & Production Company

    Consolidated Statements of Cash Flows

    (in thousands of dollars)

                                                   Three Months Ended

                                                       March 31,
                                                       ---------

                                                        2013                2012
                                                        ----                ----

                                                    (Unaudited)

    CASH FLOWS FROM OPERATING ACTIVITIES

    Net income (loss)                                $31,794            $(73,303)

    Items not affecting cash flows from operating
     activities

    Depreciation,
     depletion,
     amortization and
     accretion                                       540,475             181,450

    Deferred income tax
     expense (benefit)                                15,618             (46,057)

    Debt extinguishment
     costs                                            (4,903)                  -

    Loss on mark-to-
     market derivative
     contracts                                       202,023             109,050

    (Gain) loss on
     investment
     measured at fair
     value                                           (15,544)            135,930

    Non-cash
     compensation                                     13,496              18,232

    Other non-cash
     items                                             2,706               1,421

    Change in assets
     and liabilities
     from operating
     activities                                       33,058               8,688
                                                      ------               -----

    Net cash provided
     by operating
     activities                                      818,723             335,411
                                                     -------             -------

    CASH FLOWS FROM INVESTING ACTIVITIES

    Additions to oil
     and gas properties                             (467,737)           (401,311)

    Acquisition of oil
     and gas properties                              (31,748)            (16,573)

    Proceeds from sales
     of oil and gas
     properties, net of                                    -              42,656
       costs and expenses

    Derivative
     settlements                                     (13,516)              9,321

    Additions to other
     property and
     equipment                                        (7,909)             (2,904)

    Other                                               (681)                  -

    Net cash used in
     investing
     activities                                     (521,591)           (368,811)
                                                    --------            --------

    CASH FLOWS FROM FINANCING ACTIVITIES

    Borrowings from
     revolving credit
     facilities                                    3,328,700           2,515,500

    Repayments of
     revolving credit
     facilities                                   (3,573,500)         (2,440,500)

    Principal payments
     of long-term debt                              (171,180)                  -

    Costs incurred in
     connection with
     financing
     arrangements                                       (697)               (125)

    Purchase of
     treasury stock                                        -             (88,490)

    Distributions to
     holders of
     noncontrolling
     interest in the                                  (6,750)             (6,750)
       form of preferred stock of
        subsidiary
                                                                             ---

    Net cash used in
     financing
     activities                                     (423,427)            (20,365)
                                                    --------             -------

    Net decrease in
     cash and cash
     equivalents                                    (126,295)            (53,765)

    Cash and cash
     equivalents,
     beginning of
     period                                          180,565             419,098
                                                     -------             -------

    Cash and cash
     equivalents, end
     of period                                       $54,270            $365,333
                                                     =======            ========


                                                                                                                                                                                                   
    Plains Exploration & Production Company
                                                                                                                                                                                                   
    Consolidated Balance Sheets
                                                                                                                                                                                                   
    (in thousands of dollars)
                                                                                                                                                                                                     
                                                                                                       March 31,                                                                December 31,
                                                                                                                                                                                        
                                                                                                                          2013                                                    2012
                                                                                                                          ----                                                    ----
                                                                                                                                                                                                  
                                                                                                      (Unaudited)
                                                                                                                                                                                                  
                                                           ASSETS
                                                                                                                                
    Current Assets
                                                                                                                                                                                                  
                                     Cash and cash equivalents                                                         $54,270                                                           $180,565
                                                                                                                                                                                        
                                     Accounts receivable                                                               563,313                                                 584,722
                                                                                                                                                                                        
                                     Commodity derivative contracts                                                      2,892                                                  56,208
                                                                                                                                                                                        
                                     Inventories                                                                        33,830                                                  27,672
                                                                                                                                                                                        
                                     Investment                                                                        833,767                                                 818,223
                                                                                                                                                                                        
                                     Deferred income taxes                                                             227,051                                                 150,876
                                                                                                                                                                                        
                                     Prepaid expenses and other current assets                                          45,062                                                  21,464
                                                                                                                        ------
                                                                                                                                                                                        
                                                                                                                     1,760,185                                               1,839,730
                                                                                                                     ---------                                               ---------
                                                                                                                                
    Property and Equipment, at cost
                                                                                                                                                                                                  
                                     Oil and natural gas properties - full cost method
                                                                                                                                                                                        
                                     Subject to amortization                                                        19,236,999                                              18,814,337
                                                                                                                                                                                        
                                     Not subject to amortization                                                     3,700,129                                               3,631,475
                                                                                                                                                                                        
                                     Other property and equipment                                                      164,890                                                 153,344
                                                                                                                       -------
                                                                                                                                                                                                                    
                                                                                                                                                                            23,102,018                  22,599,156
                                                                                                                                                                                        
                                      Less allowance for depreciation, depletion,
                                      amortization and impairment                                                   (8,392,756)                                             (7,870,356)
                                                                                                                   -----------
                                                                                                                                                                                        
                                                                                                                    14,709,262                                              14,728,800
                                                                                                                    ----------                                              ----------
                                                                                                                                                                                                                    
    Goodwill                                                                                                                                                                   535,140                     535,140
                                                                                                                                                                               -------                     -------
                                                                                                                                
    Commodity Derivative Contracts                                                   -                                                                              903
                                                                                   ---                                                                              ---
                                                                                                                                                                                                                    
    Other Assets                                                                                                                                                               185,787                     193,710
                                                                                                                                                                               -------                     -------
                                                                                                                                                                                                  
                                                                                                                   $17,190,374                                                        $17,298,283
                                                                                                                   ===========                                                        ===========
                                                                                                                                                                                                  
                                                                                                                                                                                                  
                                                                                                                                                                                                  
                                                                                                                                                                                                  
                                                   LIABILITIES AND EQUITY
                                                                                                                                
    Current Liabilities
                                                                                                                                                                                                  
                                     Accounts payable                                                                 $421,405                                                           $431,422
                                                                                                                                                                                        
                                     Commodity derivative contracts                                                     62,569                                                  18,942
                                                                                                                                                                                        
                                     Royalties and revenues payable                                                    165,520                                                 139,717
                                                                                                                                                                                        
                                     Interest payable                                                                  142,285                                                 105,440
                                                                                                                                                                                        
                                     Other current liabilities                                                         113,384                                                 120,192
                                                                                                                                                                                        
                                     Current maturities of long-term debt                                              164,288                                                 164,288
                                                                                                                       -------
                                                                                                                                                                                        
                                                                                                                     1,069,451                                                 980,001
                                                                                                                     ---------                                                 -------
                                                                                                                                                                                                                    
    Long-Term Debt                                                                                                                                                           9,559,247                   9,979,369
                                                                                                                                                                             ---------                   ---------
                                                                                                                                                                                                  
                                                                                                                                
    Other Long-Term Liabilities
                                                                                                                                                                                        
                                     Asset retirement obligation                                                       579,089                                                 565,989
                                                                                                                                                                                        
                                     Commodity derivative contracts                                                    118,427                                                  26,810
                                                                                                                                                                                        
                                     Other                                                                              17,837                                                  19,105
                                                                                                                         -----
                                                                                                                                                                                        
                                                                                                                       715,353                                                 611,904
                                                                                                                       -------                                                 -------
                                                                                                                                                                                                                    
    Deferred Income Taxes                                                                                                                                                    1,863,678                   1,770,568
                                                                                                                                                                             ---------                   ---------
                                                                                                                                
    Equity
                                                                                                                                
    Stockholders' equity
                                                                                                                                                                                        
                                     Common stock                                                                        1,439                                                   1,439
                                                                                                                                                                                        
                                     Additional paid-in capital                                                      3,413,932                                               3,437,826
                                                                                                                                                                                        
                                     Retained earnings                                                                 658,772                                                 637,411
                                                                                                                                                                                        
                                     Treasury stock, at cost                                                          (533,920)                                               (560,198)
                                                                                                                     ---------
                                                                                                                                                                                        
                                                                                                                     3,540,223                                               3,516,478
                                                                                                                                
    Noncontrolling interest
                                                                                                                                                                                                                    
        Preferred stock of subsidiary                                                                                                                                          442,422                     439,963
                                                                                                                                                                               -------                     -------
                                                                                                                                                                                        
                                                                                                                     3,982,645                                               3,956,441
                                                                                                                     ---------                                               ---------
                                                                                                                                                                                                  
                                                                                                                   $17,190,374                                                        $17,298,283
                                                                                                                   ===========                                                        ===========


    Plains Exploration & Production Company

    Summary of Open Derivative Positions

    At May 1, 2013


                                                                                                                                                       Average

                                                Instrument                      Daily                   Average                                        Deferred

               Period (1)                  Type                   Volumes               Price (2)                                 Premium                       Index
               ---------                   ----                   -------                --------                                 -------                       -----

    Sales of Crude Oil Production

    2013

                                     May - Dec               Swap contracts(3)         40,000 Bbls                                             $109.23                         -   Brent

                                     May - Dec                Put options(4)           13,000 Bbls                  $100.00 Floor with an $80.00 Limit            $6.800 per Bbl   Brent

                                     May - Dec             Three-way collars(5)        25,000 Bbls                  $100.00 Floor with an $80.00 Limit                         -   Brent

                                                                                                    $124.29 Ceiling

                                     May - Dec             Three-way collars(5)         5,000 Bbls                    $90.00 Floor with a $70.00 Limit                         -   Brent

                                                                                                    $126.08 Ceiling

                                     May - Dec                Put options(4)           17,000 Bbls                    $90.00 Floor with a $70.00 Limit            $6.253 per Bbl   Brent


    2014

                                     Jan - Dec                Put options(4)            5,000 Bbls                  $100.00 Floor with an $80.00 Limit            $7.110 per Bbl   Brent

                                     Jan - Dec                Put options(4)           30,000 Bbls                    $95.00 Floor with a $75.00 Limit            $6.091 per Bbl   Brent

                                     Jan - Dec                Put options(4)           75,000 Bbls                    $90.00 Floor with a $70.00 Limit            $5.739 per Bbl   Brent


    2015

                                     Jan - Dec                Put options(4)           84,000 Bbls                    $90.00 Floor with a $70.00 Limit            $6.889 per Bbl   Brent


    Sales of Natural Gas Production

    2013

                                     May - Dec               Swap contracts(3)        110,000 MMBtu                                              $4.27                         - Henry Hub


    2014

                                     Jan - Dec               Swap contracts(3)        100,000 MMBtu                                              $4.09                         - Henry Hub



    (1)           All of our
                  derivatives
                  are
                  settled
                  monthly.

    (2)           The average
                  strike
                  prices do
                  not
                  reflect
                  any
                  premiums
                  to
                  purchase
                  the put
                  options.

    (3)           If the
                  index
                  price is
                  less than
                  the fixed
                  price, we
                  receive
                  the
                  difference
                  between
                  the fixed
                  price and
                  the index
                  price.  We
                  pay the
                  difference
                  between
                  the index
                  price and
                  the fixed
                  price if
                  the index
                  price is
                  greater
                  than the
                  fixed
                  price.

    (4)           If the
                  index
                  price is
                  less than
                  the per
                  barrel
                  floor, we
                  receive
                  the
                  difference
                  between
                  the per
                  barrel
                  floor and
                  the index
                  price up
                  to a
                  maximum of
                  $20 per
                  barrel
                  less the
                  option
                  premium.
                  If the
                  index
                  price is
                  at or
                  above the
                  per barrel
                  floor, we
                  pay only
                  the option
                  premium.

    (5)           If the
                  index
                  price is
                  less than
                  the per
                  barrel
                  floor, we
                  receive
                  the
                  difference
                  between
                  the per
                  barrel
                  floor and
                  the index
                  price up
                  to a
                  maximum of
                  $20 per
                  barrel.
                  We pay the
                  difference
                  between
                  the index
                  price and
                  the per
                  barrel
                  ceiling if
                  the index
                  price is
                  greater
                  than the
                  per barrel
                  ceiling.
                  If the
                  index
                  price is
                  at or
                  above the
                  per barrel
                  floor but
                  at or
                  below the
                  per barrel
                  ceiling,
                  no cash
                  settlement
                  is
                  required.




    Derivative Settlements

    (in thousands of dollars)


    The following table reflects cash
     (payments) receipts for derivatives
     attributable to the stated production
     periods.



                      Three Months Ended

                          March 31,
                          ---------

                                      2013     2012
                                      ----     ----


    Oil sales                     $(29,086) $(6,509)

    Natural gas sales                9,225   15,177

                                  $(19,861)  $8,668
                                  ========   ======





    Plains Exploration & Production
     Company

    Reconciliation of GAAP to Non-GAAP
     Measure


    The following table reconciles net
     income (loss) (GAAP) to adjusted net
     income and adjusted net income
     attributable to common stockholders
     (non-GAAP) for the three months
     ended March 31, 2013 and 2012.
     Adjusted net income and adjusted net
     income attributable to common
     stockholders exclude certain items
     affecting the comparability of
     operating results and the related tax



                                                                                                    Three Months Ended

                                                                                                         March 31,
                                                                                                         ---------

                                                                                                      2013              2012
                                                                                                      ----              ----

                                                                                                        (millions of
                                                                                                        dollars)


    Net income (loss) (GAAP)                                                                  $31.8            $(73.3)

                              Unrealized loss on mark-to-market derivative contracts                 202.0             109.1

                              Realized (loss) gain on mark-to-market derivative contracts (1)        (19.9)              8.7

                              Unrealized (gain) loss on investment measured at fair value            (15.5)            135.9

                              Debt extinguishment costs                                               18.1                 -

                              Acquisition and merger related costs                                     1.2                 -

                              Adjust income taxes (2)                                                (68.9)            (94.4)
                                                                                                    ------


     Adjusted net income (non-GAAP)                                                                 $148.8             $86.0

                               Net income attributable to noncontrolling interest in the form         (9.2)             (9.0)
                                 of preferred stock of subsidiary

     Adjusted net income attributable to common stockholders (non-GAAP)                             $139.6             $77.0
                                                                                                    ======             =====



            (1)   The amounts
                  presented in
                  the above
                  table differ
                  from the
                  adjustments
                  reflected in
                  the
                  calculation
                  of operating
                  cash flow on
                  the
                  following
                  page due to
                  the accrued
                  amounts
                  reflected in
                  the income
                  statement
                  versus the
                  actual cash
                  received or
                  paid
                  reflected in
                  the
                  consolidated
                  statement of
                  cash flows.


            (2)   Tax rates
                  assumed
                  based upon
                  adjusted
                  earnings are
                  38% and 36%
                  for the
                  three months
                  ended March
                  31, 2013 and
                  2012,
                  respectively.
                  Tax rates
                  exclude the
                  effects of
                  nonrecurring
                  tax related
                  expenses and
                  benefits.




    Plains Exploration & Production Company

    Reconciliation of GAAP to Non-GAAP
     Measure



    The following table reconciles Net Cash
     Provided by Operating Activities (GAAP)
     to Operating Cash Flow (non-GAAP) for
     the three months ended March 31, 2013
     and 2012.  Management believes this
     presentation may be useful to investors.
      PXP management uses this information
      for comparative purposes within the
     industry and as a means of measuring the
     Company's ability to fund capital
     expenditures and service debt. This


    Operating cash flow is calculated by
     adjusting net income to add back certain
     non-cash and non-operating items,
     including debt extinguishment costs, the
     unrealized gain and loss on mark-to-
     market derivative contracts, to include
     derivative cash settlements for the
     realized gain and loss on mark-to-
     market derivative contracts that are
     classified as investing activities for
     GAAP purposes, to exclude the unrealized



                                                                                                                            Three Months Ended

                                                                                                                                 March 31,
                                                                                                                                 ---------

                                                                                                                                           2013            2012
                                                                                                                                           ----            ----



                                                                                                                                (millions of
                                                                                                                                  dollars)

     Net income (loss)                                                                                               $31.8                       $(73.3)

     Items not affecting operating cash flows

       Depreciation, depletion, amortization and
        accretion                                                                                                    540.5                        181.4

       Deferred income tax expense (benefit)                                                                          15.6                        (46.0)

       Debt extinguishment costs                                                                                      18.1                            -

       Unrealized loss on mark-to-market derivative
        contracts                                                                                                    202.0                        109.1

       Unrealized (gain) loss on investment measured at
        fair value                                                                                                   (15.5)                       135.9

       Acquisition and merger related costs                                                                            1.2                            -

       Non-cash compensation                                                                                          13.5                         18.2

       Other non-cash items                                                                                            2.7                          1.4

      Realized (loss) gain on mark-to-market
      derivative contracts                                                                                           (13.5)                         9.3

      Distributions to holders of noncontrolling
      interest in the

        form of preferred stock of subsidiary                                                                         (6.8)                        (6.8)


     Operating cash flow (non-GAAP)                                                                                 $789.6                       $329.2
                                                                                                                    ======                       ======



     Reconciliation of non-GAAP to GAAP measure

                                                        Operating cash flow (non-GAAP)                                                   $789.6          $329.2

                                                        Changes in assets and liabilities from operating activities                        33.0             8.7

                                                        Realized loss (gain) on mark-to-market derivative contracts                        13.5            (9.3)

                                                        Acquisition and merger related costs                                               (1.2)              -

                                                        Cash portion of debt extinguishment costs                                         (23.0)              -

                                                        Distributions to holders of noncontrolling interest in the

                                                           form of preferred stock of subsidiary                                            6.8             6.8
                                                                                                                                            ---             ---


     Net cash provided by operating activities (GAAP)                                                               $818.7                       $335.4
                                                                                                                    ======                       ======

SOURCE Plains Exploration & Production Company