Access Midstream Partners, L.P. Reports Financial Results for the 2012 Fourth Quarter and Full Year

  Access Midstream Partners, L.P. Reports Financial Results for the 2012
  Fourth Quarter and Full Year

 Partnership Reports 2012 Fourth Quarter Adjusted EBITDA of $119 Million and
                    Distributable Cash Flow of $82 Million

2012 Full Year Adjusted EBITDA of $478 Million and Distributable Cash Flow of
                                 $340 Million

     Partnership Affirms 2013 and 2014 EBITDA Outlook and Capital Program

Business Wire

OKLAHOMA CITY -- February 19, 2013

Access Midstream Partners, L.P. (NYSE:ACMP) today announced financial results
for the 2012 fourth quarter and full year. The Partnership’s adjusted EBITDA
for the 2012 fourth quarter was $119.0 million, up $9.0 million, or 8.2%, from
2011 fourth quarter adjusted EBITDA of $110.0 million. The 2012 fourth quarter
results do not include any revenue associated with minimum volume commitments
(MVC) as compared to $17.4 million of revenue associated with MVC recognized
in the 2011 fourth quarter. After eliminating the 2011 MVC impact, the
Partnership’s 2012 fourth quarter adjusted EBITDA was up 22.7%. The 2012
fourth quarter net income attributable to the Partnership totaled $24.3
million, a decrease of $42.0 million, or 63.3%, from the 2011 fourth quarter
due to interest and depreciation expense related to growth capital investments
and transaction costs associated with the CMO acquisition. The 2012 fourth
quarter financial results include twelve days of contribution from the assets
acquired in the CMO transaction that closed on December 20, 2012.

The Partnership’s 2012 full year adjusted EBITDA was $477.9 million, an
increase of $128.4 million, or 36.7%, compared to 2011 full year adjusted
EBITDA of $349.5 million. Net income attributable to the Partnership for the
2012 full year was $178.5 million, down $15.8 million, or 8.1%, compared to
2011 full year net income of $194.3 million due to interest and depreciation
expense related to growth capital investments and transaction costs associated
with the CMO acquisition.

Adjusted distributable cash flow (Adjusted DCF) for the 2012 fourth quarter
totaled $82.1 million, an increase of $3.1 million, or 3.9%, compared to the
2011 fourth quarter and resulted in a coverage ratio of 0.98. The 2012 fourth
quarter coverage ratio was adversely impacted by Partnership equity issued in
December to fund the CMO transaction, which will more fully contribute to
financial performance starting in 2013. Adjusted DCF for the 2012 full year
was $340.1 million and resulted in a full year coverage ratio of 1.23.
Financial terms are defined on pages three and four of this release.

Partnership revenue for the 2012 fourth quarter totaled $148.3 million, a
decrease of $20.8 million, or 12.3%, compared to 2011 fourth quarter revenue
of $169.1 million. After eliminating revenue attributable to MVC in 2011,
fourth quarter revenue was down 5.0%. For the 2012 full year, Partnership
revenue was $608.4 million, an increase of $42.5 million or 7.5%, compared to
2011 full year revenue of $565.9 million. Revenue for the 2012 fourth quarter
and 2012 full year excludes revenue attributable to the Partnership’s
Marcellus operations that is accounted for as part of an unconsolidated equity
investment.

Throughput for the 2012 fourth quarter totaled 256 billion cubic feet (bcf) of
natural gas, or 2.78 bcf per day, an increase of 19.8% from 2011 fourth
quarter throughput of 2.32 bcf per day. For the 2012 full year, total
throughput was 1,032 bcf of natural gas, or 2.82 bcf per day, an increase of
29.4% from 2011 full year throughput of 2.18 bcf per day. The increase was
driven by throughput from gas gathering systems in the Marcellus Shale
acquired in December 2011 as well as increased throughput in the Barnett
Shale. The Partnership connected 104 new wells to its gathering systems during
the 2012 fourth quarter. For the 2012 full year, the Partnership connected 659
wells to its systems, an increase of 8.0% compared to 2011. The Partnership’s
operating statistics exclude twelve days of results from the assets acquired
in the CMO transaction due to immaterial contribution to 2012 results.

Capital expenditures during the 2012 fourth quarter totaled $212.6 million,
including maintenance capital expenditures of $19.7 million. Capital
expenditures for the 2012 full year totaled $734.9 million, including
maintenance capital expenditures of $75.2 million. Total 2012 fourth quarter
and full year capital expenditures include $93.7 million and $384.4 million,
respectively, of capital expenditures in entities accounted for as equity
investments.

                    Partnership Completes CMO Acquisition

On December 20, 2012, the Partnership closed its acquisition of Chesapeake
Midstream Operating, L.L.C., acquiring natural gas gathering and processing
assets in the Eagle Ford, Utica and Niobrara Shale regions and expanding the
Partnership’s existing position in both the Haynesville and Marcellus Shale
regions. The CMO acquisition provides the Partnership immediate entry to
gathering opportunities in key liquids-rich regions and to the processing and
fractionation segments of the midstream value chain. At the end of 2012, total
gross throughput for these systems was over 1.0 bcf per day.

                   Partnership Increases Cash Distribution

On January 25, 2013, the Board of Directors of the Partnership’s general
partner declared a quarterly cash distribution of $0.45 per unit for the 2012
fourth quarter, a $0.06, or 15.4%, increase over the 2011 fourth quarter
distribution and a $0.015, or 3.4%, increase over the 2012 third quarter
distribution. The distribution was paid on February 13, 2013 to unitholders of
record at the close of business on February 6, 2013. DCF of $82.1 million for
the 2012 fourth quarter provided distribution coverage of 0.98 times the
amount required for the Partnership to fund the distribution to both the
general and limited partners.

                     Outlook for 2013 and 2014 Unchanged

The Partnership is projecting EBITDA for the twelve months ending December 31,
2013 to be between $800 million and $850 million with growth capital
expenditures between $1.6 billion and $1.7 billion and maintenance capital
expenditures of approximately $110 million. The Partnership is also projecting
EBITDA for the twelve months ending December 31, 2014 to be between $1.0
billion and $1.1 billion with growth capital expenditures between $1.0 billion
and $1.1 billion and maintenance capital expenditures of approximately $110
million. The growth capital investment program and resulting EBITDA is
expected to allow the Partnership to grow LP distributions by approximately 15
percent annually for each of 2013 and 2014.

                             Management Comments

J. Mike Stice, Access Midstream Partners’ Chief Executive Officer, commented,
“With another solid quarter behind us, we are very pleased to announce full
year 2012 results achieved previously provided financial guidance. Our low
risk business model continues to deliver predictable, growing cash flows for
our investors. Now, as we turn our attention to 2013, we have transformed ACMP
with the acquisition of a substantial new asset base and the addition of
Williams alongside GIP as a general partner sponsor. We are focused on
executing our 2013 organic capital plan of over $1.6 billion which will fuel
continued strong EBITDA and distribution growth for the Partnership.”

                         Conference Call Information

A conference call to discuss this release of financial results has been
scheduled for Wednesday, February 20, 2013 at 9:00 a.m. EST. The telephone
number to access the conference call is 913-312-0838 or toll-free
888-631-5913. The passcode for the call is 3709964. We encourage those who
would like to participate in the call to dial the access number between 8:50
and 9:00 a.m. EST. For those unable to participate in the conference call, a
replay will be available for audio playback from 12:00 p.m. EST on February
20, 2013 through 12:00 p.m. EST on March 6, 2013. The number to access the
conference call replay is 719-457-0820 or toll-free 888-203-1112. The passcode
for the replay is 3709964. The conference call will also be webcast live on
the Internet and can be accessed by going to the Partnership’s website at
www.accessmidstream.com in the "Events" subsection of the "Investors" section
of the website. An archive of the conference call webcast will also be
available on the website.

                      Use of Non-GAAP Financial Measures

This press release and accompanying schedules include the non-GAAP financial
measures of adjusted EBITDA, DCF and adjusted DCF. The accompanying schedules
provide reconciliations of these non-GAAP financial measures to their most
directly comparable financial measures calculated and presented in accordance
with GAAP. Non-GAAP financial measures should not be considered as an
alternative to GAAP measures such as net income, net cash provided by
operating activities or any other measure of liquidity or financial
performance calculated and presented in accordance with GAAP. Investors should
not consider adjusted EBITDA, DCF or adjusted DCF in isolation or as a
substitute for analysis of the Partnership’s results as reported under GAAP.
Because these non-GAAP financial measures may be defined differently by other
companies in our industry, the Partnership’s definition of adjusted EBITDA,
DCF and adjusted DCF may not be comparable to similarly titled measures of
other companies, thereby diminishing their utility.

Adjusted EBITDA. The Partnership agreement defines adjusted EBITDA as net
income (loss) before income tax expense, interest expense, depreciation and
amortization expense and certain other items management believes affect the
comparability of operating results. Adjusted EBITDA is a non-GAAP financial
measure that management and external users of our consolidated financial
statements, such as industry analysts, investors, lenders and rating agencies,
may use to assess:

  *The Partnership’s operating performance as compared to other publicly
    traded partnerships in the midstream energy industry, without regard to
    capital structure, historical cost basis or financing methods;
  *The Partnership’s ability to incur and service debt and fund capital
    expenditures;
  *The ability of the Partnership’s assets to generate sufficient cash flow
    to make distributions to unitholders; and
  *The viability of acquisitions and other capital expenditure projects and
    the returns on investment of various investment opportunities.

Management believes it is appropriate to exclude certain items from EBITDA
because management believes these items affect the comparability of operating
results. The Partnership believes that the presentation of adjusted EBITDA in
this press release provides information useful to investors in assessing its
financial condition and results of operations. The GAAP measure most directly
comparable to adjusted EBITDA is net income.

Distributable Cash Flow. The Partnership agreement defines DCF as adjusted
EBITDA attributable to the Partnership adjusted for:

  *Addition of interest income;
  *Subtraction of net cash paid for interest expense;
  *Subtraction of maintenance capital expenditures; and
  *Subtraction of income taxes.

Management compares the DCF the Partnership generates to the cash
distributions it expects to pay its partners. Using this metric, management
computes a distribution coverage ratio. DCF is an important non-GAAP financial
measure for our limited partners since it serves as an indicator of our
success in providing a cash return on investment. Specifically, this financial
measure indicates to investors whether or not the Partnership is generating
cash flows at a level that can sustain or support an increase in its quarterly
cash distributions. DCF is also a quantitative standard used by the investment
community with respect to publicly traded partnerships because the value of a
partnership unit is in part measured by its yield, which is based on the
amount of cash distributions a partnership can pay to a unitholder. The GAAP
measure most directly comparable to DCF is net cash provided by operating
activities.

Adjusted Distributable Cash Flow. The Partnership includes the quarterly
impact of contractual minimum volume commitments that are not recognized until
the fourth quarter of each year in its calculation of adjusted DCF for the
purpose of calculating the distribution coverage ratio.

Access Midstream Partners, L.P. (NYSE:ACMP) is the industry’s largest
gathering and processing master limited partnership as measured by throughput
volume and invested capital. The Partnership owns, operates, develops and
acquires natural gas gathering and processing systems and other midstream
energy assets. Headquartered in Oklahoma City, the Partnership's operations
are focused on the Barnett, Eagle Ford, Haynesville, Marcellus, Niobrara and
Utica Shales and Mid-Continent region of the U.S. The Partnership’s common
units are listed on the New York Stock Exchange under the symbol ACMP. Further
information is available at www.accessmidstream.com where the Partnership
routinely posts announcements, updates, events, investor information and
presentations and all recent press releases.

This press release includes forward-looking statements. Forward-looking
statements give our current expectations or forecasts of future events. They
include but are not limited to our business strategy and plans and objectives
for future operations. We caution you not to place undue reliance on our
forward-looking statements, which speak only as of the date of this release,
and we undertake no obligations to update this information. Although we
believe the expectations and forecasts reflected in these and other
forward-looking statements are reasonable, we can give no assurance they will
prove to be correct. They can be affected by inaccurate assumptions or by
known or unknown risks and uncertainties. Factors that could cause actual
results to differ materially from expected results are described under “Risk
Factors” in our 2011 Annual Report on Form 10-K and our other SEC filings.

                                                 
Access Midstream Partners, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per unit data)
(unaudited)
                                                   
                                                   Three Months Ended

                                                   December 31,
                                                   2012          2011
Revenues, including revenues from affiliates       $ 148,349       $ 169,078
^(1)
                                                                   
Operating expenses
Operating expenses, including expenses from          54,421          46,773
affiliates
Depreciation and amortization expense                45,194          37,463
General and administrative expense, including        29,253          12,835
expenses from affiliates
Other operating income                              (333    )      (84     )
                                                                   
Total operating expenses                            128,535       96,987  
                                                                   
Operating income                                     19,814          72,091
                                                                   
Other income (expense)
Income from unconsolidated affiliates                22,860          433
Interest expense                                     (17,926 )       (5,357  )
Other income                                        146           66      
                                                                   
Income before income tax expense                     24,894          67,233
Income tax expense                                  707           928     
                                                                   
Net income                                           24,187          66,305
Net loss attributable to noncontrolling             (68     )      —       
interests
                                                                   
Net income attributable to Access Midstream        $ 24,255       $ 66,305  
Partners, L.P.
                                                                   
Limited partner interest in net income
Net income attributable to Access Midstream          24,255          66,305
Partners, L.P.
Less general partner interest in net income         (2,934  )      (2,510  )
                                                                   
Limited partner interest in net income              21,321        63,795  
                                                                   
Net income per limited partner unit – basic and
diluted
Common units                                         0.11            0.46
Subordinated units                                   0.14            0.46
Class B units                                        0.14            —
Class C units                                        0.14            —
                                                                   
Weighted average limited partner units
outstanding used for net income per unit
calculation – basic and diluted (in thousands)
Common units                                         82,230          69,678
Subordinated units                                   69,076          69,076
Class B units                                        1,547           —
Class C units                                        1,461           —
                                                                             

       Excludes revenue from Marcellus assets of $42.1 million for the three
^(1)  months ended December 31, 2012 that is included in Income from
       Unconsolidated Affiliates.
       
       If either Chesapeake Energy Corporation (“Chesapeake”) or Total E&P
       USA, Inc. (“Total”) does not meet its minimum volume commitment to the
       Partnership in the Barnett Shale region or Chesapeake does not meet its
       minimum volume commitment in the Haynesville Shale region under the
       relevant gas gathering agreement for specified annual periods,
       Chesapeake or Total is obligated to pay the Partnership a fee equal to
       the applicable fee for each mcf by which the applicable party’s minimum
       volume commitment for the year exceeds the actual volumes gathered on
       the Partnership’s systems. Should payments be due under the minimum
       volume commitment with respect to any year, the Partnership recognizes
       the associated revenue in the fourth quarter of that year. The
       Partnership recognized $17.4 million in the 2011 fourth quarter. No
       revenue associated with minimum volume commitments was recognized in
       2012 as volumes exceeded commitment levels.
       

                                                 
Access Midstream Partners, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands, except per unit data)
(unaudited)
                                                   
                                                   Twelve Months Ended

                                                   December 31,
                                                   2012          2011
Revenues, including revenues from affiliates       $ 608,447       $ 565,929
^(1)
                                                                   
Operating expenses
Operating expenses, including expenses from          197,639         176,851
affiliates
Depreciation and amortization expense                165,517         136,169
General and administrative expense, including        67,579          40,380
expenses from affiliates
Other operating (income) expense                    (766    )      739     
                                                                   
Total operating expenses                            429,969       354,139 
                                                                   
Operating income                                     178,478         211,790
                                                                   
Other income (expense)
Income from unconsolidated affiliates                67,542          433
Interest expense                                     (64,739 )       (14,884 )
Other income                                        320           287     
                                                                   
Income before income tax expense                     181,601         197,626
Income tax expense                                  3,214         3,289   
                                                                   
Net income                                           178,387         194,337
Net loss attributable to noncontrolling             (68     )      —       
interests
                                                                   
Net income attributable to Access Midstream        $ 178,455      $ 194,337 
Partners, L.P.
                                                                   
Limited partner interest in net income
Net income attributable to Access Midstream          178,455         194,337
Partners, L.P.
Less general partner interest in net income         (8,481  )      (5,070  )
                                                                   
Limited partner interest in net income              169,974       189,267 
                                                                   
Net income per limited partner unit – basic and
diluted
Common units                                         1.11            1.37
Subordinated units                                   1.14            1.37
Class B units                                        0.14            —
Class C units                                        0.14            —
                                                                   
Weighted average limited partner units
outstanding used for net income per unit
calculation – basic and diluted (in thousands)
Common units                                         80,059          69,371
Subordinated units                                   69,076          69,076
Class B units                                        1,547           —
Class C units                                        1,461           —
                                                                             

      Excludes revenue from Marcellus assets of $140.5 million for the twelve
(1)  months ended December 31, 2012 that is included in Income from
      Unconsolidated Affiliates.
      

                                                          
Access Midstream Partners, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands)
(unaudited)
                                                               
                                             As of             As of

                                             December 31,      December 31,

                                             2012              2011
Assets
                                                               
Total current assets                         $ 215,257        $ 88,188    
                                                               
Property, plant and equipment
Gathering systems                              5,130,255         2,954,868
Other fixed assets                             96,916            53,611
Less: Accumulated depreciation                (590,614  )      (480,555  )
                                                               
Total property, plant and equipment, net      4,636,557       2,527,924 
                                                               
Investment in unconsolidated affiliates        1,297,811         886,558
Intangible assets, net                         355,217           158,621
Deferred loan costs, net                      56,258          21,947    
                                                               
Total assets                                 $ 6,561,100      $ 3,683,238 
                                                               
Liabilities and Partners’ Capital
                                                               
Total current liabilities                    $ 259,261        $ 143,094   
                                                               
Long-term liabilities
Long-term debt                                 2,500,000         1,062,900
Other liabilities                             5,333           4,099     
                                                               
Total long-term liabilities                   2,505,333       1,066,999 
                                                               
Total partners’ capital                       3,796,506       2,473,145 
                                                               
Total liabilities and partners’ capital      $ 6,561,100      $ 3,683,238 
                                                                           

                                           
Access Midstream Partners, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
(unaudited)
                                             
                                             Twelve Months Ended

                                             December 31,
                                             2012             2011
Cash flows from operating activities
Net income                                   $ 178,387          $ 194,337
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization                  165,517            136,169
Income from unconsolidated affiliates          (67,542    )       (433       )
Other non-cash items                           8,296              6,486
Changes in assets and liabilities
Decrease in accounts receivable                18,484             31,501
Increase in other assets                       (9,925     )       (292       )
Increase in accounts payable                   8,800              11,258
Increase in accrued liabilities               16,113           19,990     
                                                                
Net cash provided by operating activities     318,130          399,016    
                                                                
Cash flows from investing activities
Additions to property, plant and equipment     (350,500   )       (418,834   )
Acquisition of gathering system assets         (2,160,000 )       —
Investments in unconsolidated affiliates       (185,039   )       (600,000   )
Proceeds from sale of assets                  9,574            1,730      
                                                                
Net cash used in investing activities         (2,685,965 )      (1,017,104 )
                                                                
Cash flows from financing activities
Proceeds from long-term debt borrowings        1,387,800          1,576,700
Payments on long-term debt borrowings          (2,100,700 )       (1,112,900 )
Proceeds from issuance of common units         569,255            —
Proceeds from issuance of Class B units        343,000            —
Proceeds from issuance of Class C units        343,000            —
Proceeds from issuance of senior notes         2,150,000          350,000
Distribution to unitholders                    (251,720   )       (200,897   )
Debt issuance costs                            (39,626    )       (11,332    )
Initial public offering costs                  —                  (1,280     )
Other adjustments                             31,798           3          
                                                                
Net cash provided by financing activities     2,432,807        600,294    
                                                                
Net increase (decrease) in cash and cash       64,972             (17,794    )
equivalents
                                                                
Cash and cash equivalents
Beginning of period                           22               17,816     
                                                                
End of period                                $ 64,994          $ 22         
                                                                             

                                                
Access Midstream Partners, L.P.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
($ in thousands)
(unaudited)
                                                   
                                                   Three Months Ended

                                                   December 31,
                                                   2012          2011
                                                                   
Net Income attributable to Access Midstream        $ 24,255        $ 66,305
Partners, L.P.
                                                                   
Adjusted for:
Interest expense                                     17,926          5,357
Income tax expense                                   707             928
Depreciation and amortization expense                45,194          37,463
Other                                                (387    )       (84     )
Income from unconsolidated affiliates                (22,860 )       (433    )
EBITDA from unconsolidated affiliates^(1)            36,766          488
Acquisition transaction costs                       17,432        —       
                                                                   
Adjusted EBITDA                                    $ 119,033      $ 110,024 
                                                                   
Adjusted for:
Maintenance capital expenditures                     (19,684 )       (18,500 )
Cash portion of interest expense                     (16,576 )       (4,168  )
Income tax expense                                  (707    )      (928    )
                                                                   
Distributable cash flow                             82,066        86,428  
                                                                   
Adjusted for:
Implied minimum volume commitment                   —             (7,479  )
                                                                   
Adjusted distributable cash flow                   $ 82,066       $ 78,949  
                                                                   
                                                                   
Cash provided by operating activities              $ 75,457        $ 100,522
                                                                   
Adjusted for:
Change in assets and liabilities                     (26,301 )       4,122
Interest expense                                     17,926          5,357
Income tax expense                                   707             928
Other non-cash items                                 (2,954  )       (1,393  )
EBITDA from unconsolidated affiliates^(1)            36,766          488
Acquisition transaction costs                       17,432        —       
                                                                   
Adjusted EBITDA                                    $ 119,033      $ 110,024 
                                                                   
Adjusted for:
Maintenance capital expenditures                     (19,684 )       (18,500 )
Cash portion of interest expense                     (16,576 )       (4,168  )
Income tax expense                                  (707    )      (928    )
                                                                   
Distributable cash flow                             82,066        86,428  
                                                                   
Adjusted for:
Implied minimum volume commitment                   —             (7,479  )
                                                                   
Adjusted distributable cash flow                   $ 82,066       $ 78,949  
                                                                   
Cash distribution
Limited partner units 2012: ($0.45 x
177,648,724 units); 2011: ($0.39 x 147,975,772     $ 79,942        $ 57,711
units)
General partner interest                            4,131         1,221   
                                                                   
Total cash distribution                            $ 84,073       $ 58,932  
                                                                   
Distribution coverage ratio                         0.98          1.34    
         
                EBITDA from unconsolidated
^(1)            affiliates is calculated as
                follows:
Net Income from unconsolidated affiliates          $ 22,860        $ 433
                                                                   
Adjusted for:
Depreciation and amortization expense                13,925          55
Other                                               (19     )      —       
                                                                   
EBITDA from unconsolidated affiliates              $ 36,766       $ 488     
                                                                             

                                                
Access Midstream Partners, L.P.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES
($ in thousands)
(unaudited)
                                                   
                                                   Twelve Months Ended

                                                   December 31,
                                                   2012          2011
                                                                   
Net Income attributable to Access Midstream        $ 178,455       $ 194,337
Partners, L.P.
                                                                   
Adjusted for:
Interest expense                                     64,739          14,884
Income tax expense                                   3,214           3,289
Depreciation and amortization expense                165,517         136,169
Other                                                (820    )       739
Income from unconsolidated affiliates                (67,542 )       (433    )
EBITDA from unconsolidated affiliates^(1)            116,887         488
Acquisition transaction costs                       17,432        —       
                                                                   
Adjusted EBITDA                                    $ 477,882      $ 349,473 
                                                                   
Adjusted for:
Maintenance capital expenditures                     (75,184 )       (74,000 )
Cash portion of interest expense                     (59,411 )       (10,224 )
Income tax expense                                  (3,214  )      (3,289  )
                                                                   
Distributable cash flow                             340,073       261,960 
                                                                   
Adjusted for:
Implied minimum volume commitment                   —             —       
                                                                   
Adjusted distributable cash flow                   $ 340,073      $ 261,960 
                                                                   
                                                                   
Cash provided by operating activities              $ 318,130       $ 399,016
                                                                   
Adjusted for:
Change in assets and liabilities                     (33,472 )       (62,457 )
Interest expense                                     64,739          14,884
Income tax expense                                   3,214           3,289
Other non-cash items                                 (9,048  )       (5,747  )
EBITDA from unconsolidated affiliates^(1)            116,887         488
Acquisition transaction costs                       17,432        —       
                                                                   
Adjusted EBITDA                                    $ 477,882      $ 349,473 
                                                                   
Adjusted for:
Maintenance capital expenditures                     (75,184 )       (74,000 )
Cash portion of interest expense                     (59,411 )       (10,224 )
Income tax expense                                  (3,214  )      (3,289  )
                                                                   
Distributable cash flow                             340,073       261,960 
                                                                   
Adjusted for:
Implied minimum volume commitment                   —             —       
                                                                   
Adjusted distributable cash flow                   $ 340,073      $ 261,960 
                                                                   
Cash Distribution
Limited partner units                              $ 266,412       $ 207,962
General partner interest                            10,449        4,287   
                                                                   
Total cash distribution                            $ 276,861      $ 212,249 
                                                                   
Distribution coverage ratio                         1.23          1.23    
     
^(1)   EBITDA from unconsolidated affiliates
       is calculated as follows:
Net Income from unconsolidated affiliates          $ 67,542        $ 433
                                                                   
Adjusted for:
Depreciation and amortization expense                49,458          55
Other                                               (113    )      —       
                                                                   
EBITDA from unconsolidated affiliates              $ 116,887      $ 488     
                                                                             

                                            
Access Midstream Partners, L.P.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
($ in thousands)
(unaudited)
                                               
                                               Twelve Months Ended

                                               December 31,
                                               2013 (Low)      2013 (High)
                                                                 
Net Income attributable to Access              $ 270,000         $ 345,000
Midstream Partners, L.P.
                                                                 
Adjusted for:
Interest expense                                 200,000           150,000
Income tax expense                               5,000             5,000
Depreciation and amortization expense           325,000         350,000   
                                                                 
Adjusted EBITDA                                $ 800,000        $ 850,000   
                                               
                                               
                                               Twelve Months Ended

                                               December 31,
                                               2014 (Low)        2014 (High)
                                                                 
Net Income attributable to Access              $ 345,000         $ 470,000
Midstream Partners, L.P.
                                                                 
Adjusted for:
Interest expense                                 250,000           200,000
Income tax expense                               5,000             5,000
Depreciation and amortization expense           400,000         425,000   
                                                                 
Adjusted EBITDA                                $ 1,000,000      $ 1,100,000 
                                               
                                               
                                               Twelve Months Ended

                                               December 31,
                                               2013 (Low)        2013 (High)
                                                                 
GAAP Capital Expenditures                      $ 1,360,000       $ 1,460,000
                                                                 
Adjusted for:
Non-controlling interest                         (200,000  )       (225,000  )
Investments in unconsolidated affiliates        550,000         575,000   
                                                                 
Capital Expenditure Outlook                    $ 1,710,000      $ 1,810,000 
                                               
                                               
                                               Twelve Months Ended

                                               December 31,
                                               2014 (Low)        2014 (High)
                                                                 
GAAP Capital Expenditures                      $ 1,085,000       $ 1,185,000
                                                                 
Adjusted for:
Non-controlling interest                         (225,000  )       (250,000  )
Investments in unconsolidated affiliates        250,000         275,000   
                                                                 
Capital Expenditure Outlook                    $ 1,110,000      $ 1,210,000 
                                                                             

                                                  
Access Midstream Partners, L.P.
OPERATING STATISTICS
(unaudited)
                                                     
                                                     Three Months Ended

                                                     December 31,
                                                     2012      2011
                                                                 
Barnett Shale
Wells connected during period                        6           117
Total wells connected at end of period               2,380       2,219
Throughput, bcf per day                              1.005       1.243
Approximate miles of pipe at end of period           850         882
Gas compression (horsepower) at end of period        161,275     159,810
                                                                 
                                                                 
Haynesville Shale – Springridge Gathering System
Wells connected during period                        1           7
Total wells connected at end of period               233         220
Throughput, bcf per day                              0.346       0.528
Approximate miles of pipe at end of period           263         260
Gas compression (horsepower) at end of period        23,745      23,745
                                                                 
                                                                 
Marcellus Shale
Wells connected during period                        47          —
Total wells connected at end of period               508         —
Throughput, bcf per day^(1)                          0.859       —
Approximate miles of pipe at end of period           549         —
Gas compression (horsepower) at end of period        53,710      —
                                                                 
                                                                 
Mid-Continent
Wells connected during period                        50          42
Total wells connected at end of period               2,784       2,526
Throughput, bcf per day                              0.570       0.549
Approximate miles of pipe at end of period           2,584       2,487
Gas compression (horsepower) at end of period        103,456     94,621
                                                                 
                                                                 
Total
Wells connected during period                        104         166
Total wells connected at end of period               5,905       4,965
Throughput, bcf per day^(1)                          2.780       2.320
Approximate miles of pipe at end of period           4,246       3,628
Gas compression (horsepower) at end of period        342,186     278,176

       Throughput in the Marcellus Shale region represents the net throughput
^(1)  allocated to the Partnership’s interest. Total gross Marcellus Shale
       system throughput was 1.824 bcf per day for the three months ended
       December 31, 2012.
       
^(2)   Excludes statistics for assets related to the CMO acquisition on
       December 20, 2012 due to immaterial contribution to the 2012 results.
       

                                                  
Access Midstream Partners, L.P.
OPERATING STATISTICS
(unaudited)
                                                     
                                                     Twelve Months Ended

                                                     December 31,
                                                     2012      2011
                                                                 
Barnett Shale
Wells connected during period                        161         384
Total wells connected at end of period               2,380       2,219
Throughput, bcf per day                              1.195       1.083
Approximate miles of pipe at end of period           850         882
Gas compression (horsepower) at end of period        161,275     159,810
                                                                 
                                                                 
Haynesville Shale – Springridge Gathering System
Wells connected during period                        13          56
Total wells connected at end of period               233         220
Throughput, bcf per day                              0.359       0.541
Approximate miles of pipe at end of period           263         260
Gas compression (horsepower) at end of period        23,745      23,745
                                                                 
                                                                 
Marcellus Shale
Wells connected during period                        227         —
Total wells connected at end of period               508         —
Throughput, bcf per day^(1)                          0.701       —
Approximate miles of pipe at end of period           549         —
Gas compression (horsepower) at end of period        53,710      —
                                                                 
                                                                 
Mid-Continent
Wells connected during period                        258         170
Total wells connected at end of period               2,784       2,526
Throughput, bcf per day                              0.564       0.552
Approximate miles of pipe at end of period           2,584       2,487
Gas compression (horsepower) at end of period        103,456     94,621
                                                                 
                                                                 
Total
Wells connected during period                        659         610
Total wells connected at end of period               5,905       4,965
Throughput, bcf per day^(1)                          2.819       2.176
Approximate miles of pipe at end of period           4,246       3,628
Gas compression (horsepower) at end of period        342,186     278,176

       Throughput in the Marcellus Shale region represents the net throughput
^(1)  allocated to the Partnership’s interest. Total gross Marcellus Shale
       system throughput was 1.508 bcf per day for the twelve months ended
       December 31, 2012.
       
^(2)   Excludes statistics for assets related to the CMO acquisition on
       December 20, 2012 due to immaterial contribution to the 2012 results.

Contact:

Access Midstream
Investor Contact:
Dave Shiels, CFO, 405-935-6224
dave.shiels@accessmidstream.com
or
Media Contacts:
Debbie Nauser, 405-935-1739
debbie.nauser@accessmidstream.com
or
Tom Johnson, 212-371-5999
tbj@abmac.com
 
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