Atlas Energy, L.P. Reports Operating and Financial Results for the Fourth Quarter and Full Year 2012

  Atlas Energy, L.P. Reports Operating and Financial Results for the Fourth
  Quarter and Full Year 2012

Business Wire

PHILADELPHIA -- February 21, 2013

Atlas Energy, L.P. (NYSE: ATLS) (“Atlas Energy” or “ATLS”) today reported
operating and financial results for the fourth quarter and full year 2012.

  *ATLS declared a cash distribution of $0.30 per limited partner unit for
    the fourth quarter 2012, which represents a $0.03 per unit, or 11%,
    increase over the third quarter 2012, and a 25% increase over the prior
    year quarter. The fourth quarter 2012 ATLS distribution was paid on
    February 19, 2013 to holders of record as of February 6, 2013.
  *Atlas Energy’s E&P subsidiary, Atlas Resource Partners, L.P. (NYSE: ARP),
    reached record average net production of 110.1 million cubic feet of
    natural gas equivalents per day (Mmcfed) for the fourth quarter 2012, a
    14% increase from the prior quarter. In December 2012, ARP completed its
    most recent acquisition of oil & natural gas liquids (NGL) rich reserves
    in the Marble Falls region of the Fort Worth Basin from DTE Energy (“DTE”)
    for approximately $255 million. ARP completed approximately $650 million
    in acquisitions in the Fort Worth Basin in 2012.
  *Atlas Pipeline Partners, L.P. (NYSE: APL), Atlas Energy’s midstream
    subsidiary, announced record processing volumes at each of its systems,
    reaching a total of 1,001.9 Mmcfd and NGL production of 80,120 barrels per
    day (bpd) for the fourth quarter 2012. APL also recently completed its
    acquisition of Cardinal Midstream in December 2012, in which APL acquired
    valuable gathering and processing facilities.

Edward E. Cohen, Chief Executive Officer of Atlas Energy, stated, “Our results
in 2012 at ATLS should only be exceeded by our accomplishments this year and
beyond. All of our success is attributable to the tremendous efforts of both
ARP and APL, both of which had strong performances through the end of the
year. We expect continued value creation for all of our stakeholders.”

Financial Results

  *On January 24, 2013, ARP increased its quarterly cash distribution to
    $0.48 per unit for the fourth quarter 2012, which was paid on February 14,
    2013 to holders of record as of February 6, 2013. ATLS received
    approximately $10.7 million of cash distributions based upon ARP’s fourth
    quarter 2012 distribution.
  *On January 23, 2013, APL declared an increased distribution for the fourth
    quarter 2012 of $0.58 per unit to holders of record on February 7, 2013,
    which was paid on February 14, 2013. ATLS received approximately $6.5
    million of cash distributions based upon APL’s fourth quarter 2012
    distribution.
  *On a GAAP basis, net loss attributable to limited partners was $14.9
    million for the fourth quarter 2012 compared to net loss of $4.2 million
    for the prior year comparable period. The loss for the fourth quarter 2012
    is due primarily to Atlas Energy’s $4.6 million of non-cash stock
    compensation expense, and its ownership interest in ARP, which recognized
    $9.5 million of non-cash asset impairments on certain non-core legacy oil
    and gas properties and $8.7 million of acquisition costs related to the
    DTE acquisition.

Recent Events

Atlas Resources’ Acquisition of Barnett Shale/Marble Falls properties from DTE
Energy

On December 20, 2012, ARP completed its acquisition DTE Gas Resources, LLC, an
affiliate of DTE Energy Company (“DTE”), which owned approximately 35 million
barrels of oil equivalents (MMboe) of proved reserves and substantial resource
potential in the Fort Worth Basin in Texas for approximately $255 million.
This transaction represented ARP’s third acquisition in 2012 in the Fort Worth
Basin, and ARP has invested a total of approximately $650 million to acquire
estimated proved reserves of over 700 billion cubic feet equivalents (Bcfe) at
the time of acquisition.

Included in the DTE transaction was approximately 88,000 net acres in the Fort
Worth Basin of Texas, primarily in Jack County, offsetting ARP’s current
Barnett Shale position. This acreage position includes approximately 75,000
net acres prospective for the oil and NGL rich Marble Falls play, in which
there are approximately 700 identified vertical drilling locations in ARP’s
position. ARP also believes that there are further potential development
opportunities through vertical down-spacing and horizontal drilling in the
Marble Falls formation. ARP commenced initial drilling operations in the
Marble Falls play in January 2013.

Atlas Resources’ Issuance of $275 million 7.75% 2021 Senior Notes

On January 23, 2013, ARP issued $275 million of 7.75% Senior Notes due 2021 in
a private placement transaction issued at par. ARP received net proceeds of
$268.3 million after underwriting commissions and other transaction costs, and
utilized the proceeds to repay and terminate ARP’s $75.4 million term loan and
reduce the outstanding balance on its revolving credit facility. The senior
notes are subject to a registration rights agreement entered in connection
with the transaction, which requires ARP, among other things, to file a
registration statement with the SEC and exchange the privately placed notes
for registered notes by certain dates.

Atlas Pipeline’s Acquisition of Cardinal Midstream

In December 2012, APL acquired 100% of the equity interests held by Cardinal
Midstream, LLC (“Cardinal”) in its three wholly-owned subsidiaries for
approximately $600.0 million in cash, subject to customary purchase price
adjustments. The assets of these companies represent the majority of the
operating assets of Cardinal and include the following owned and/or operated
assets: three cryogenic processing plants totaling 220 million cubic feet of
natural gas per day (MMcfd) in processing capacity, approximately 60 miles of
associated gathering pipelines, and a gas treating business that includes 15
treating facilities located in numerous hydrocarbon basins. Over 80% of
Cardinal's current gross margin is derived from fixed fee contracts.

Atlas Pipeline Senior Notes Offerings

On February 11, 2013, APL issued $650 million of 5.875% Senior Notes due 2023
in a private placement transaction issued at par. APL received net proceeds of
approximately $638.2 million after underwriting commissions and other
transaction costs, and utilized the proceeds to redeem any or all of its
outstanding 8.75% Senior Notes due 2018 in a related tender offer, as well as
repay a portion of its outstanding indebtedness under its existing credit
facility.

In September 2012, APL issued $325.0 million of 6.625% Senior Notes due 2020
in a private placement transaction. Subsequently, in December 2012, APL
completed a follow-on private offering of $175 million of 6.625% Senior Notes
due 2020 at 103% of their principal amount, plus accrued interest from
September 28, 2012, representing a yield to worst of 6.003%. APL received net
proceeds of approximately $176.3 million after underwriting commissions and
other transaction costs, and utilized the proceeds from the December offering
to fund a portion of its acquisition of Cardinal.

The senior notes are subject to a registration rights agreement entered in
connection with the transaction, which requires APL, among other things, to
file a registration statement with the SEC and exchange the privately placed
notes for registered notes by certain dates.

Atlas Resource Fourth Quarter 2012 Highlights

  *ARP’s average net daily production for the fourth quarter 2012 was 110.1
    Mmcfed, an increase of approximately 13.8 Mmcfed, or 14%, compared with
    the third quarter 2012. The increase was primarily due to a full quarter’s
    volume from the acquisition of the remaining 50% interest in Equal Energy,
    Ltd.’s approximately 8,500 net undeveloped acres in the core of the
    Mississippi Lime play in northwestern Oklahoma in September 2012, and a
    full quarter’s volume from the acquisition of Titan Operating, LLC
    (“Titan”) in the Barnett Shale in July 2012.

ATLS owns 100% of the general partner Class A units and the incentive
distribution rights, and a 43% common limited partner interest in ARP. ATLS’
financial results are presented on a consolidated basis with those of ARP.
Non-controlling interests in ARP are reflected as income (expense) in ATLS’
consolidated statements of operations and as a component of partners’ capital
on its consolidated balance sheets. A consolidating statement of operations
and balance sheet have also been provided in the financial tables to this
release for the comparable periods presented. Please refer to the ARP fourth
quarter and full year 2012 earnings release for additional details on its
financial results.

Atlas Pipeline Fourth Quarter 2012 Highlights

  *During the fourth quarter 2012, APL operated near or at nameplate capacity
    on all of its gathering and processing systems in the Mid Continent. APL
    processed an average of approximately 1,001.9 Mmcfd of natural gas in the
    fourth quarter 2012 amongst its WestOK, WestTX, Velma and the
    newly-acquired Arkoma systems, 67% higher than the prior year comparable
    quarter’s volumes. APL again attained record high volumes with over 80,100
    bbl per day of natural gas liquids generated from APL’s four processing
    systems, which primarily reside in Oklahoma and Texas.

ATLS owns a 2.0% general partner interest, all of the incentive distribution
rights, and a 8.7% common limited partner interest in APL. ATLS’ financial
results are presented on a consolidated basis with those of APL.
Non-controlling interests in APL are reflected as income (expense) in ATLS’
consolidated statements of operations and as a component of partners’ capital
on its consolidated balance sheets. A consolidating statement of operations
and balance sheet have also been provided in the financial tables to this
release for the comparable periods presented. Please refer to the APL fourth
quarter and full year 2012 earnings release for additional details on its
financial results.

Corporate Expenses

  *Cash general and administrative expense, excluding amounts attributable to
    APL and ARP, was $1.5 million for the fourth quarter 2012, relatively
    consistent with the third quarter 2012. Please refer to the consolidating
    combined statements of operations provided in the financial tables of this
    release.

Interested parties are invited to access the live webcast of an investor call
with management regarding Atlas Energy, L.P.’s fourth  quarter 2012 results on
Friday, February 22, 2013 at 9:00 am ET by going to the Investor Relations
section of Atlas Energy’s website at www.atlasenergy.com. For those
unavailable to listen to the live broadcast, the replay of the webcast will be
available following the live call on the Atlas Energy website and
telephonically beginning at 11:00 a.m. ET on February 22, 2013 by dialing
888-286-8010, passcode: 12321370.

Atlas Energy, L.P. (NYSE: ATLS)is a master limited partnership which owns all
of the general partner Class A units and incentive distribution rights and an
approximate 43% limited partner interest in its upstream oil & gas subsidiary,
Atlas Resource Partners, L.P. Additionally, Atlas Energy owns and operates the
general partner of its midstream oil & gas subsidiary, Atlas Pipeline
Partners, L.P., through all of the general partner interest, all the incentive
distribution rights and an approximate 9% limited partner interest. For more
information, please visit our website at www.atlasenergy.com, or contact
Investor Relations at InvestorRelations@atlasenergy.com.

Atlas Resource Partners, L.P. (NYSE: ARP) is an exploration & production
master limited partnership which owns an interest in over 10,200 producing
natural gas and oil wells, primarily in Appalachia and the Barnett Shale in
Texas. ARP is also the largest sponsor of natural gas and oil investment
partnerships in the U.S. For more information, please visit our website at
www.atlasresourcepartners.com, or contact Investor Relations at
InvestorRelations@atlasenergy.com.

Atlas Pipeline Partners, L.P. (NYSE: APL) is active in the gathering and
processing segments of the midstream natural gas industry. In Oklahoma,
southern Kansas, northern and western Texas, and Tennessee, APL owns and
operates 12 active gas processing plants, 18 gas treating facilities, as well
as approximately 10,100 miles of active intrastate gas gathering pipeline. APL
also has a 20% interest in West Texas LPG Pipeline Limited Partnership, which
is operated by Chevron Corporation. For more information, visit the
Partnership's website at www.atlaspipeline.com or contact
IR@atlaspipeline.com.

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements that involve a number of
assumptions, risks and uncertainties that could cause actual results to differ
materially from those contained in the forward-looking statements. ATLS
cautions readers that any forward-looking information is not a guarantee of
future performance. Such forward-looking statements include, but are not
limited to, statements about future financial and operating results, resource
potential, ATLS’ plans, objectives, expectations and intentions and other
statements that are not historical facts. Risks, assumptions and uncertainties
that could cause actual results to materially differ from the forward-looking
statements include, but are not limited to, those associated with general
economic and business conditions; changes in commodity prices; changes in the
costs and results of drilling operations; uncertainties about estimates of
reserves and resource potential; inability to obtain capital needed for
operations; ATLS’ level of indebtedness; changes in government environmental
policies and other environmental risks; the availability of drilling equipment
and the timing of production; tax consequences of business transactions; and
other risks, assumptions and uncertainties detailed from time to time in
ATLS’, ARP’s and APL’s reports filed with the U.S. Securities and Exchange
Commission, including quarterly reports on Form 10-Q, current reports on Form
8-K and annual reports on Form 10-K. Forward-looking statements speak only as
of the date hereof, and ATLS assumes no obligation to update such statements,
except as may be required by applicable law.

                                              
ATLAS ENERGY, L.P.
CONSOLIDATED COMBINED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per unit data)
                                                 
                     Three Months Ended          Years Ended
                     December 31,                December 31,
Revenues:            2012         2011          2012           2011
Gas and oil          $ 31,578      $ 15,325      $ 92,901        $ 66,979
production
Well construction      39,219        70,947        131,496         135,283
and completion
Gathering and          360,386       346,102       1,219,815       1,329,418
processing
Administration and     3,224         2,668         11,810          7,741
oversight
Well services          4,697         4,752         20,041          19,803
Gain (loss) on
mark-to-market         (4,965  )     (29,405 )     31,940          (20,453   )
derivatives^(2)
Other, net            4,865       5,146       13,440        31,803    
Total revenues        439,004     415,535     1,521,443     1,570,574 
                                                                 
Costs and
expenses:
Gas and oil            10,377        5,147         26,624          17,100
production
Well construction      34,197        60,876        114,079         115,630
and completion
Gathering and          298,630       291,227       1,009,100       1,123,051
processing
Well services          2,204         2,661         9,280           8,738
General and            56,931        23,538        165,777         80,584
administrative^(1)
Chevron
transaction            —             —             7,670           —
expense
Depreciation,
depletion and          43,048        27,855        142,611         109,373
amortization
Asset impairment      9,507       6,995       9,507         6,995     
Total costs and       454,894     418,299     1,484,648     1,461,471 
expenses
                                                                 
Operating income       (15,890 )     (2,764  )     36,795          109,103
(loss)
                                                                 
Gain (loss) on
asset sales and        39            570           (6,980    )     256,292
disposal
Interest               (15,890 )     (7,434  )     (46,520   )     (38,394   )
expense^(1)
Loss on early
extinguishment of     —           —           —             (19,574   )
debt
                                                                 
Income (loss) from
continuing             (31,741 )     (9,628  )     (16,705   )     307,427
operations before
tax
Income tax expense    (176    )    —           (176      )    —         
Income (loss) from
continuing             (31,917 )     (9,628  )     (16,881   )     307,427
operations
                                                                 
Loss from
discontinued          —           —           —             (81       )
operations
Net income (loss)      (31,917 )     (9,628  )     (16,881   )     307,346
                                                                             
(Income) loss
attributable to       17,042      5,454       (35,532   )    (257,643  )
non-controlling
interests
Net income (loss)
after                  (14,875 )     (4,174  )     (52,413   )     49,703
non-controlling
interests
Income not
attributable to
common limited
partners (results                                 
of operations of
the Transferred                  —                        (4,711    )
Business as of and
prior to February      —                           —
17, 2011, the date
of
acquisition)^(1)
Net income (loss)
attributable to      $ (14,875 )   $ (4,174  )   $ (52,413   )   $ 44,992    
common limited
partners
                                                                 
Net income (loss)
attributable to
common limited
partners per unit
– basic:
Income (loss) from
continuing
operations           $ (0.29   )   $ (0.08   )   $ (1.02     )   $ 0.91
attributable to
common limited
partners
Loss from
discontinued
operations            —           —           —             —         
attributable to
common limited
partners
Net income (loss)
attributable to      $ (0.29   )   $ (0.08   )   $ (1.02     )   $ 0.91      
common limited
partners
                                                                 
Net income (loss)
attributable to
common limited
partners per unit
– diluted:
Income (loss) from
continuing
operations           $ (0.29   )   $ (0.08   )   $ (1.02     )   $ 0.88
attributable to
common limited
partners
Loss from
discontinued
operations            —           —           —             —         
attributable to
common limited
partners
Net income (loss)
attributable to      $ (0.29   )   $ (0.08   )   $ (1.02     )   $ 0.88      
common limited
partners
                                                                 
Weighted average
common limited
partner units
outstanding:
Basic                 51,359      51,271      51,327        48,235    
Diluted               51,359      51,271      51,327        49,676    
                                                                 
Net income (loss)
attributable to
common limited
partners:
Income (loss) from
continuing           $ (14,875 )   $ (4,174  )   $ (52,413   )   $ 45,002
operations
Loss from
discontinued          —           —           —             (10       )
operations
Net income (loss)
attributable to      $ (14,875 )   $ (4,174  )   $ (52,413   )   $ 44,992    
common limited
partners
                                                                 

       In accordance with prevailing accounting literature, ATLS has adjusted
       its historical financial statements to present them combined with the
       historical financial results of the exploration and production business
       acquired from Chevron (the “Transferred Business”) for all periods
       prior to its acquisition date of February 17, 2011. However, since the
       results of operations of the Transferred Business prior to its
^(1)  acquisition date are not attributable to the common limited partners of
       ATLS, these amounts have been deducted to obtain net income (loss)
       attributable to common limited partners for the respective period.
       Also, the historical results of the Transferred Business prior to the
       acquisition date do not reflect general and administrative expenses and
       interest expense as ATLS was unable to identify and allocate such
       amounts to the Transferred Business for the respective periods.

       Consists principally of hydrocarbon derivative gains / (losses) that
^(2)   relate to the operating activities of ATLS’s consolidated subsidiary,
       APL. The underlying hydrocarbon derivatives do not represent present or
       potential future obligations of ATLS.
       

                                                   
ATLAS ENERGY, L.P.
CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands)
                                                     
                                                     December 31,
ASSETS                                               2012         2011
Current assets:
Cash and cash equivalents                            $ 36,780      $ 77,376
Accounts receivable                                    196,249       136,853
Current portion of derivative asset                    35,351        15,447
Subscriptions receivable                               55,357        34,455
Prepaid expenses and other                            45,255       24,779
Total current assets                                   368,992       288,910
                                                                   
Property, plant and equipment, net                     3,502,609     2,093,283
Intangible assets, net                                 200,680       104,777
Investment in joint venture                            86,002        86,879
Goodwill, net                                          351,069       31,784
Long-term derivative asset                             16,840        30,941
Other assets, net                                     71,002       48,197
                                                     $ 4,597,194   $ 2,684,771
                                                                   
LIABILITIES AND PARTNERS’ CAPITAL
                                                                   
Current liabilities:
Current portion of long-term debt                    $ 10,835      $ 2,085
Accounts payable                                       119,028       93,554
Liabilities associated with drilling contracts         67,293        71,719
Accrued producer liabilities                           109,725       88,096
Current portion of derivative payable to Drilling      11,293        20,900
Partnerships
Accrued interest                                       11,556        1,629
Accrued well drilling and completion costs             47,637        17,585
Accrued liabilities                                   103,291      61,653
Total current liabilities                              480,658       357,221
                                                                   
Long-term debt, less current portion                   1,529,508     522,055
Long-term derivative liability                         888           —
Long-term derivative payable to Drilling               2,429         15,272
Partnerships
Deferred income taxes, net                             30,258        —
Asset retirement obligations and other                 73,605        46,142
                                                                   
Commitments and contingencies
                                                                   
Partners’ Capital:
Common limited partners’ interests                     456,171       554,999
Accumulated other comprehensive income                9,699        29,376
                                                       465,870       584,375
Non-controlling interests                             2,013,978    1,159,706
Total partners’ capital                               2,479,848    1,744,081
                                                     $ 4,597,194   $ 2,684,771
                                                                   

                                                
ATLAS ENERGY, L.P.
Financial and Operating Highlights
                                                   
                     Three Months Ended            Years Ended
                     December 31,                  December 31,
                     2012           2011          2012           2011^(1)
                                                                   
Net income (loss)
attributable to
common limited       $ (0.29     )   $ (0.08   )   $ (1.02     )   $ 0.91
partners per unit
- basic
                                                                   
Distributable cash
flow per             $ 0.30          $ 0.37        $ 1.08          $ 1.36
unit^(2)(3)
                                                                   
Cash distributions   $ 0.30          $ 0.24        $ 1.07          $ 0.81
paid per unit^(4)
                                                                   
ATLAS RESOURCE:
Production
volume:^(5)(6)
Natural gas (Mcfd)     95,845          30,560        69,408          31,403
Oil (Bpd)              447             339           330             307
Natural gas           1,935         432         974           444     
liquids (Bpd)
Total (Mcfed)         110,137       35,182      77,232        35,912  
                                                                   
Average sales
prices:^(6)
Natural gas (per     $ 3.04          $ 4.20        $ 3.29          $ 4.98
Mcf) ^ (7)
Oil (per Bbl)^(8)    $ 90.76         $ 87.19       $ 94.02         $ 89.70
Natural gas
liquids (per         $ 0.73          $ 1.14        $ 0.76          $ 1.15
gallon)
                                                                   
Production
costs:^(6)(9)
Lease operating      $ 0.88          $ 1.20        $ 0.82          $ 1.09
expenses per Mcfe
Production taxes      0.14          0.08        0.12          0.10    
per Mcfe
Total production     $ 1.01          $ 1.28        $ 0.94          $ 1.19
costs per Mcfe
                                                                   
ATLAS PIPELINE:
Production
volume:^(6)
Gathered gas           1,100,266       649,644       1,026,996       599,828
volume(Mcfd)
Processed gas          1,001,883       601,188       922,715         548,932
volume (Mcfd)
Residue gas volume     846,794         486,312       837,961         445,094
(Mcfd)
Processed NGL          80,120          58,597        76,807          54,120
volume (Bpd)
Condensate volume      3,044           2,325         3,415           2,821
(Bpd)
                                                                   
Average sales
prices:^(6)
Natural gas (per     $ 3.18          $ 3.40        $ 2.62          $ 3.86
Mcf)
Condensate (per      $ 80.75         $ 89.75       $ 87.88         $ 90.65
Bbl)
Natural gas
liquids (per         $ 0.90          $ 1.17        $ 0.90          $ 1.20
gallon)


       In accordance with prevailing accounting literature, ATLS has adjusted
       its historical financial statements to present them combined with the
       historical financial results of the Transferred Business for all
       periods prior to its acquisition date of February 17, 2011. However,
       since the results of operations of the Transferred Business prior to
       its acquisition date are not attributable to the common limited
^(1)  partners of ATLS, these amounts have been deducted to obtain net income
       (loss) attributable to common limited partners for the respective
       period. Also, the historical results of the Transferred Business prior
       to the acquisition date do not reflect general and administrative
       expenses and interest expense as ATLS was unable to identify and
       allocate such amounts to the Transferred Business for the respective
       periods.

^(2)   A reconciliation from net income to distributable cash flow is provided
       in the financial tables of this release.

       Calculation consists of distributable cash flow divided by the weighted
       average common limited partner units outstanding of 51,359,000 and
       51,271,000 for the three months ended December 31, 2012 and 2011,
       respectively, and 51,327,000 for the year ended December 31, 2012. For
^(3)   the year ended December 31, 2011, the weighted average common limited
       partner units outstanding of 51,250,000 utilized for the calculation is
       the weighted average common limited partner units outstanding for the
       period subsequent to February 17, 2011, the date of acquisition for the
       Transferred Business, which includes the 23.4 million common limited
       partner units issued as partial consideration for the acquisition.

       Represents the cash distributions declared per limited partner unit for
       the respective period and paid by ATLS within 50 days after the end of
       each quarter, based upon the distributable cash flow generated during
^(4)   the respective quarter. The year ended December 31, 2011 includes a
       cash distribution payment of $0.11 per limited partner unit for the
       1^st quarter 2011, which reflected a prorated cash distribution for the
       period from February 17, 2011, the date of acquisition for the
       Transferred Business, to March 31, 2011.

       Production quantities consist of the sum of (i) ARP’s proportionate
       share of production from wells in which it has a direct interest, based
       on ARP’s proportionate net revenue interest in such wells, and (ii)
^(5)   ARP’s proportionate share of production from wells owned by the
       investment partnerships in which ARP has an interest, based on its
       equity interest in each such partnership and based on each
       partnership’s proportionate net revenue interest in these wells.

       “Mcf” and “Mcfd” represent thousand cubic feet and thousand cubic feet
       per day; “Mcfe” and “Mcfed” represent thousand cubic feet equivalents
^(6)   and thousand cubic feet equivalents per day, and “Bbl” and “Bpd”
       represent barrels and barrels per day. Barrels are converted to Mcfe
       using the ratio of six Mcf’s to one barrel.

       ARP’s average sales price for natural gas before the effects of
       financial hedging was $2.98 per Mcf and $3.68 per Mcf for the three
       months ended December 31, 2012 and 2011, respectively, and $2.60 per
       Mcf and $4.53 per Mcf for the years ended December 31, 2012 and 2011,
       respectively. These amounts exclude the impact of subordination of
       production revenues to investor partners within the investor
^(7)  partnerships. Including the effects of subordination, average natural
       gas sales prices were $2.54 per Mcf ($2.48 per Mcf before the effects
       of financial hedging) and $3.81 per Mcf ($3.29 per Mcf before the
       effects of financial hedging) for the three months ended December 31,
       2012 and 2011, respectively, and $2.76 per Mcf ($2.08 per Mcf before
       the effects of financial hedging) and $4.28 per Mcf ($3.83 per Mcf
       before the effects of financial hedging) for the years ended December
       31, 2012 and 2011, respectively.

       ARP’s average sales price for oil before the effects of financial
       hedging was $87.55 per barrel and $86.76 per barrel for the three
^(8)   months ended December 31, 2012 and 2011, respectively, and $91.32 per
       barrel and $89.07 per barrel for the years ended December 31, 2012 and
       2011, respectively.

       Production costs include labor to operate the wells and related
       equipment, repairs and maintenance, materials and supplies, property
       taxes, severance taxes, insurance and production overhead. These
       amounts exclude the effects of ARP’s proportionate share of lease
       operating expenses associated with subordination of production revenue
       to investor partners within ARP’s investor partnerships. Including the
^(9)   effects of these costs, lease operating expenses per Mcfe were $0.71
       per Mcfe ($0.95 per Mcfe for total production costs) and $0.98 per Mcfe
       ($1.06 per Mcfe for total production costs) for the three months ended
       December 31, 2012 and 2011, respectively, and $0.58 per Mcfe ($0.70 per
       Mcfe for total production costs) and $0.77 per Mcfe ($0.87 per Mcfe for
       total production costs) for the years ended December 31, 2012 and 2011,
       respectively.
       

                                                  
ATLAS ENERGY, L.P.
Financial Information
(unaudited; in thousands except per unit amounts)
                                                     
                          Three Months Ended         Years Ended
                          December 31,               December 31,
Adjusted EBITDA and
Distributable Cash Flow   2012         2011         2012         2011^(1)
Summary:
                                                                   
Atlas Resource Cash
Distributions
Earned^(2):
Limited Partner Units     $ 10,062      $ −          $ 29,975      $ −
Class A Units (2%)          469           −            1,146         −
Incentive Distribution     149         −          149         −       
Rights
Total Atlas Resource
Cash Distributions         10,680      −          31,270      −       
Earned^(2)
per limited partner       $ 0.48        $ −          $ 1.43        $ −
unit
                                                                   
Atlas Pipeline Cash
Distributions
Earned^(2):
Limited Partner Units       3,337         3,165        13,061        11,286
General Partner 2%          815           633          2,776         2,099
Interest
Incentive Distribution     2,302       1,397      7,187       3,173   
Rights
Total Atlas Pipeline
Cash Distributions         6,454       5,195      23,024      16,558  
Earned^(2)
per limited partner       $ 0.58        $ 0.55       $ 2.27        $ 1.96
unit
                                                                   
Total Cash                  17,134        5,195        54,294        16,558
Distributions Earned
                                                                   
E&P Operations Adjusted
EBITDA prior to spinoff     −             9,565        9,111         49,182
on March 5, 2012^(3)
Cash general and
administrative              (1,531  )     5,461        (7,441  )     (1,615  )
expenses^(4)
Other, net                 1           1,237      984         16,224  
Adjusted EBITDA^(5)         15,604        21,458       56,948        80,349
Cash interest               (82     )     (202   )     (335    )     (726    )
expense^(6)
Maintenance capital        −           (2,300 )    (1,231  )    (9,833  )
expenditures^(3)
Distributable Cash        $ 15,522     $ 18,956    $ 55,382     $ 69,790  
Flow^(5)
                                                                   
Distributions Paid^(7)    $ 15,410      $ 12,310     $ 54,937      $ 41,526
per limited partner       $ 0.30        $ 0.24       $ 1.07        $ 0.81
unit
Distribution coverage     1.0x          1.5x         1.0x          1.7x
ratio
                                                                   
Reconciliation of non-GAAP measures to net income
(loss)^(5):
Distributable cash flow   $ 15,522      $ 18,956     $ 55,382      $ 69,790
Distributable cash flow
of Transferred Business
as of and prior to          −             −            −             8,261
February 17, 2011 (the
date of
acquisition)^(1)
E&P Operations EBITDA
prior to spinoff on         −             (9,565 )     (9,111  )     (49,182 )
March 5, 2012^(3)
E&P Operations EBITDA
of Transferred Business     −             −            −             (8,510  )
as of and prior to
February 17, 2011^(1)
Atlas Resource net loss
attributable to ATLS        (11,274 )     (4,741 )     (34,718 )     19,899
common limited partners
Atlas Resource cash
distributions earned by     (10,680 )     −            (31,270 )     −
ATLS^(2)
Atlas Pipeline net
income attributable to      2,501         198          15,343        37,753
ATLS common limited
partners
Atlas Pipeline cash
distributions earned by     (6,454  )     (5,195 )     (23,024 )     (16,558 )
ATLS^(2)
Depreciation and            −             (1,069 )     −             (1,069  )
amortization
Non-recurring spinoff       −             −            (8,370  )     (2,087  )
and acquisition costs
Amortization of             (51     )     (154   )     (230    )     (5,510  )
deferred finance costs
Non-cash stock              (4,611  )     (4,201 )     (18,237 )     (13,132 )
compensation expense
Maintenance capital         −             2,300        1,231         9,833
expenditures^(3)
Other non-cash              172           (703   )     591           215
adjustments
Income attributable to
non-controlling            (17,042 )    (5,454 )    35,532      257,643 
interests
Net income (loss)         $ (31,917 )   $ (9,628 )   $ (16,881 )   $ 307,346 


       In accordance with prevailing accounting literature, ATLS has adjusted
       its historical financial statements to present them combined with the
       historical financial results of the Transferred Business for all
       periods prior to its acquisition date of February 17, 2011. However,
       since the results of operations of the Transferred Business prior to
       its acquisition date are not attributable to the common limited
^(1)  partners of ATLS, these amounts have been deducted to obtain net income
       (loss) attributable to common limited partners for the respective
       period. Also, the historical results of the Transferred Business prior
       to the acquisition date do not reflect general and administrative
       expenses and interest expense as ATLS was unable to identify and
       allocate such amounts to the Transferred Business for the respective
       periods.
       Represents the cash distribution paid by ARP and APL within 45 days
^(2)   after the end of each quarter, based upon the distributable cash flow
       generated during the respective quarter.
       Represents the E&P Operations Adjusted EBITDA generated and maintenance
^(3)   capital expenditures incurred by ATLS on a stand-alone basis prior to
       the transfer of its E&P assets to ARP on March 5, 2012.
       Excludes non-cash stock-compensation expense, non-recurring spinoff
^(4)   costs and non-recurring acquisition costs incurred, including amounts
       in connection with the acquisition of the Transferred Business.
       Adjusted EBITDA and distributable cash flow are non-GAAP (generally
       accepted accounting principles) financial measures under the rules of
       the Securities and Exchange Commission. Management of ATLS believes
       that adjusted EBITDA and distributable cash flow provide additional
       information for evaluating ATLS’s performance, among other things.
       These measures are widely used by commercial banks, investment bankers,
^(5)   rating agencies and investors in evaluating performance relative to
       peers and pre-set performance standards. Adjusted EBITDA is also a
       financial measurement that, with certain negotiated adjustments, is
       utilized within ATLS’s financial covenants under its credit facility.
       Adjusted EBITDA and distributable cash flow are not measures of
       financial performance under GAAP and, accordingly, should not be
       considered as a substitute for net income, operating income, or cash
       flows from operating activities in accordance with GAAP.
^(6)   Excludes non-cash amortization of deferred financing costs.
       Represents the cash distribution paid within 50 days after the end of
^(7)   each quarter, based upon the distributable cash flow generated during
       the respective quarter.
       

               
ATLAS ENERGY, L.P.
CAPITALIZATION INFORMATION
(unaudited; in thousands)
                 
                 December 31, 2012
                 Atlas        Atlas          Atlas         
                 Energy        Resource        Pipeline        Consolidated
Total debt       $ 9,000       $ 351,425       $ 1,179,918     $ 1,540,343
Less: Cash        (10,194 )    (23,188   )    (3,398    )    (36,780    )
Total net debt     (1,194  )     328,237         1,176,520       1,503,563
/(cash)
                                                               
Partners’         465,870     862,006       1,606,408     2,479,848^(1)
capital
                                                               
Total            $ 464,676    $ 1,190,243    $ 2,782,928    $ 3,983,411  
capitalization
                                                               
Ratio of net
debt to          0.00x
capitalization
               
^(1) Net of eliminated
amounts.
                 December 31, 2011
                 Atlas         Atlas           Atlas
                 Energy        Resource        Pipeline        Consolidated
Total debt       $ −           $ −             $ 524,140       $ 524,140
Less: Cash        (22,500 )    (54,708   )    (168      )    (77,376    )
Total net debt     (22,500 )     (54,708   )     523,972         446,764
/(cash)
                                                               
Partners’         584,375     457,175       1,236,228     1,744,081^(2)
capital
                                                               
Total            $ 561,875    $ 402,467      $ 1,760,200    $ 2,190,845  
capitalization
                                                               
Ratio of net
debt to          0.00x
capitalization
               
^(2) Net of eliminated
amounts.
                                                               

                                                                    
ATLAS ENERGY, L.P.
CONSOLIDATING STATEMENTS OF OPERATIONS
(unaudited; in thousands)

Three Months Ended December 31, 2012
                                                                          
                  Atlas        Atlas         Atlas
                  Energy       Resource      Pipeline      Eliminations   Consolidated
Revenues:
Gas and oil       $ −          $ 31,578      $ −           $   −          $  31,578
production
Well
construction        −            39,219        −               −             39,219
and completion
Gathering and       −            5,956         354,508         (78    )      360,386
processing
Administration      −            3,224         −               −             3,224
and oversight
Well services       −            4,697         −               −             4,697
Loss on
mark-to-market      −            −             (4,965  )       −             (4,965  )
derivatives
Other, net         173        66          4,626         −           4,865   
Total revenues     173        84,740      354,169       (78    )     439,004 
                                                                          
Costs and
expenses:
Gas and oil         −            10,377        −               −             10,377
production
Well
construction        −            34,197        −               −             34,197
and completion
Gathering and       −            6,306         292,402         (78    )      298,630
processing
Well services       −            2,204         −               −             2,204
General and         6,142        20,696        30,093          −             56,931
administrative
Depreciation,
depletion and       −            18,734        24,314          −             43,048
amortization
Asset              −          9,507       −             −           9,507   
impairment
Total costs and    6,142      102,021     346,809       (78    )     454,894 
expenses
                                                                          
Operating           (5,969 )     (17,281 )     7,360           −             (15,890 )
income (loss)
                                                                          
Gain on asset
sales and           −            39            −               −             39
disposal
Interest           (133   )    (1,666  )    (14,091 )      −           (15,890 )
expense
                                                                          
Loss from
continuing          (6,102 )     (18,908 )     (6,731  )       −             (31,741 )
operations
before tax
Income tax         −          −           (176    )      −           (176    )
expense
Loss from
continuing          (6,102 )     (18,908 )     (6,907  )       −             (31,917 )
operations
Discontinued       −          −           −             −           −       
operations
Net loss            (6,102 )     (18,908 )     (6,907  )       −             (31,917 )
(Income)/loss
attributable to    −          −           (1,902  )      18,944      17,042  
non-controlling
interests
Net
income/(loss)
attributable to   $ (6,102 )   $ (18,908 )   $ (8,809  )   $   18,944    $  (14,875 )
common limited
partners
                                                                          

                                                                    
ATLAS ENERGY, L.P.
CONSOLIDATING STATEMENTS OF OPERATIONS
(unaudited; in thousands)

Three Months Ended December 31, 2011
                                                                          
                  Atlas        Atlas         Atlas
                  Energy       Resource      Pipeline      Eliminations   Consolidated
Revenues:
Gas and oil       $ −          $ 15,325      $ −           $   −          $  15,325
production
Well
construction        −            70,947        −               −             70,947
and completion
Gathering and       −            3,698         342,483         (79   )       346,102
processing
Administration      −            2,668         −               −             2,668
and oversight
Well services       −            4,752         −               −             4,752
Loss on
mark-to-market      −            −             (29,405 )       −             (29,405 )
derivatives
Other, net         531        85          4,530         −           5,146   
Total revenues     531        97,475      317,608       (79   )      415,535 
                                                                          
Costs and
expenses:
Gas and oil         −            5,147         −               −             5,147
production
Well
construction        −            60,876        −               −             60,876
and completion
Gathering and       −            4,465         286,841         (79   )       291,227
processing
Well services       −            2,661         −               −             2,661
General and         (1,260 )     15,261        9,537           −             23,538
administrative
Depreciation,
depletion and       1,069        6,850         19,936          −             27,855
amortization
Asset              −          6,995       −             −           6,995   
impairment
Total costs and    (191   )    102,255     316,314       (79   )      418,299 
expenses
                                                                          
Operating           722          (4,780  )     1,294           −             (2,764  )
income (loss)
                                                                          
Gain on asset
sales and           3            39            528             −             570
disposal
Interest            (356   )     −             (7,078  )       −             (7,434  )
expense
Loss on early
extinguishment     −          −           −             −           −       
of debt
                                                                          
Income (loss)
from continuing     369          (4,741  )     (5,256  )       −             (9,628  )
operations
Discontinued       −          −           −             −           −       
operations
Net income          369          (4,741  )     (5,256  )       −             (9,628  )
(loss)
(Income)/loss
attributable to    −          −           (1,708  )      7,162       5,454   
non-controlling
interests
Net
income/(loss)
attributable to   $ 369       $ (4,741  )   $ (6,964  )   $   7,162     $  (4,174  )
common limited
partners
                                                                                     


ATLAS ENERGY, L.P.
CONSOLIDATING STATEMENTS OF OPERATIONS
(unaudited; in thousands)

Year Ended December 31, 2012

                 Atlas        Atlas        Atlas                       
                  Energy        Resource      Pipeline        Eliminations   Consolidated
Revenues:
Gas and oil       $ −           $ 92,901      $ −             $  −           $ 92,901
production
Well
construction        −             131,496       −                −             131,496
and completion
Gathering and       −             16,267        1,203,983        (435    )     1,219,815
processing
Administration      −             11,810        −                −             11,810
and oversight
Well services       −             20,041        −                −             20,041
Gain on
mark-to-market      −             −             31,940           −             31,940
derivatives
Other, net         1,575       (4,886  )    16,751         −           13,440    
Total revenues     1,575       267,629     1,252,674      (435    )    1,521,443 
                                                                             
Costs and
expenses:
Gas and oil         −             26,624        −                −             26,624
production
Well
construction        −             114,079       −                −             114,079
and completion
Gathering and       −             19,491        990,044          (435    )     1,009,100
processing
Well services       −             9,280         −                −             9,280
General and         34,048        69,123        62,606           −             165,777
administrative
Chevron
transaction         −             7,670         −                −             7,670
expense
Depreciation,
depletion and       −             52,582        90,029           −             142,611
amortization
Asset              −           9,507       −              −           9,507     
impairment
Total costs and    34,048      308,356     1,142,679      (435    )    1,484,648 
expenses
                                                                             
Operating           (32,473 )     (40,727 )     109,995          −             36,795
income (loss)
                                                                             
Loss on asset
sales and           −             (6,980  )     −                −             (6,980    )
disposal
Interest           (565    )    (4,195  )    (41,760   )     −           (46,520   )
expense
                                                                             
Income (loss)
from continuing     (33,038 )     (51,902 )     68,235          −             (16,705   )
operations
before tax
Income tax         −           −           (176      )     −           (176      )
expense
Net income          (33,038 )     (51,902 )     68,059           −             (16,881   )
(loss)
Income
attributable to    −           −           (6,010    )     (29,522 )    (35,532   )
non-controlling
interests
Net income
(loss)
attributable to   $ (33,038 )   $ (51,902 )   $ 62,049       $  (29,522 )   $ (52,413   )
common limited
partners



ATLAS ENERGY, L.P.
CONSOLIDATING COMBINED STATEMENTS OF OPERATIONS
(unaudited; in thousands)

Year Ended December 31, 2011

                  Atlas       Atlas         Atlas                        Consolidated
                   Energy       Resource^(1)   Pipeline        Eliminations   Combined^(1)
Revenues:
Gas and oil        $ −          $  66,979      $ −             $ −            $ 66,979
production
Well
construction and     −             135,283       −               −              135,283
completion
Gathering and        −             17,746        1,312,007       (335     )     1,329,418
processing
Administration       −             7,741         −               −              7,741
and oversight
Well services        −             19,803        −               −              19,803
Loss on
mark-to-market       −             −             (20,453   )     −              (20,453   )
derivatives
Other, net          16,602      (30     )    15,231        −            31,803    
Total revenues      16,602      247,522     1,306,785     (335     )    1,570,574 
                                                                              
Costs and
expenses:
Gas and oil          −             17,100        −               −              17,100
production
Well
construction and     −             115,630       −               −              115,630
completion
Gathering and        −             20,842        1,102,544       (335     )     1,123,051
processing
Well services        −             8,738         −               −              8,738
General and          16,694        27,536        36,354          −              80,584
administrative
Depreciation,
depletion and        1,069         30,869        77,435          −              109,373
amortization
Asset impairment    −           6,995       −             −            6,995     
Total costs and     17,763      227,710     1,216,333     (335     )    1,461,471 
expenses
                                                                              
Operating income     (1,161 )      19,812        90,452          −              109,103
(loss)
                                                                              
Gain on asset
sales and            3             87            256,202         −              256,292
disposal
Interest expense     (6,791 )      −             (31,603   )     −              (38,394   )
Loss on early
extinguishment      −           −           (19,574   )    −            (19,574   )
of debt
                                                                              
Income (loss)
from continuing      (7,949 )      19,899        295,477         −              307,427
operations
Discontinued        −           −           (81       )    −            (81       )
operations
Net income           (7,949 )      19,899        295,396         −              307,346
(loss)
Income
attributable to     −           −           (6,200    )    (251,443 )    (257,643  )
non-controlling
interests
Net income
(loss) after         (7,949 )      19,899        289,196         (251,443 )     49,703
non-controlling
interests
Income not
attributable to
common limited
partners
(results of
operations of
the Transferred     −           (4,711  )    −             −            (4,711    )
Business as of
and prior to
February 17,
2011, the date
of
acquisition^(1))
Net income
(loss)
attributable to    $ (7,949 )   $  15,188     $ 289,196      $ (251,443 )   $ 44,992    
common limited
partners


     
       In accordance with prevailing accounting literature, ATLS has adjusted
       its historical financial statements to present them combined with the
       historical financial results of the Transferred Business for all
       periods prior to its acquisition date of February 17, 2011. However,
       since the results of operations of the Transferred Business prior to
       its acquisition date are not attributable to the common limited
^(1)   partners of ATLS, these amounts have been deducted to obtain net income
       (loss) attributable to common limited partners for the respective
       period. Also, the historical results of the Transferred Business prior
       to the acquisition date do not reflect general and administrative
       expenses and interest expense as ATLS was unable to identify and
       allocate such amounts to the Transferred Business for the respective
       periods.
       


ATLAS ENERGY, L.P.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited; in thousands)

December 31, 2012

                                                                         
                  Atlas       Atlas           Atlas
ASSETS            Energy      Resource        Pipeline        Eliminations     Consolidated
Current assets:
Cash and cash     $ 10,194    $ 23,188        $ 3,398         $ −              $  36,780
equivalents
Accounts            5           38,718          157,526         −                 196,249
receivable
Receivable from
(advances from)     11,353      (5,853    )     (5,500    )     −                 −
affiliates
Current portion
of derivative       −           12,274          23,077          −                 35,351
asset
Subscriptions       −           55,357          −               −                 55,357
receivable
Prepaid
expenses and       118        9,063         36,074        −               45,255
other
Total current       21,670      132,747         214,575         −                 368,992
assets
                                                                               
Property, plant
and equipment,      −           1,302,228       2,200,381       −                 3,502,609
net
Goodwill and
intangible          −           33,104          518,645         −                 551,749
assets, net
Long-term
derivative          −           8,898           7,942           −                 16,840
asset
Investment in       −           −               86,002          −                 86,002
joint venture
Investment in       454,436     −               −               (454,436   )      −
subsidiaries
Other assets,      22,287     16,122        32,593        −               71,002
net
                  $ 498,393   $ 1,493,099    $ 3,060,138    $ (454,436   )   $  4,597,194
                                                                               
LIABILITIES AND
PARTNERS’
CAPITAL
                                                                               
Current
liabilities:
Current portion
of long-term      $ −         $ −             $ 10,835        $ −              $  10,835
debt
Accounts            171         59,549          59,308          −                 119,028
payable
Liabilities
associated with     −           67,293          −               −                 67,293
drilling
contracts
Accrued
producer            −           −               109,725         −                 109,725
liabilities
Current portion
of derivative
payable to          −           11,293          −               −                 11,293
Drilling
Partnerships
Accrued             4           1,153           10,399          −                 11,556
interest
Accrued well
drilling and        −           47,637          −               −                 47,637
completion
costs
Accrued            21,304     24,235        57,752        −               103,291
liabilities
Total current       21,479      211,160         248,019         −                 480,658
liabilities
                                                                               
Long-term debt,
less current        9,000       351,425         1,169,083       −                 1,529,508
portion
Long-term
derivative          −           888             −               −                 888
liability
Long-term
derivative
payable to          −           2,429           −               −                 2,429
Drilling
Partnerships
Deferred income     −           −               30,258          −                 30,258
taxes, net
Asset
retirement          2,044       65,191          6,370           −                 73,605
obligations and
other
                                                                               
Partners’
Capital:
Common limited
partners’           456,171     840,437         1,539,177       (2,379,614 )      456,171
interests
Accumulated
other              9,699      21,569        −             (21,569    )     9,699
comprehensive
income
                    465,870     862,006         1,539,177       (2,401,183 )      465,870
Non-controlling    −          −             67,231        1,946,747       2,013,978
interests
Total partners’    465,870    862,006       1,606,408     (454,436   )     2,479,848
capital
                  $ 498,393   $ 1,493,099    $ 3,060,138    $ (454,436   )   $  4,597,194
                                                                                  


ATLAS ENERGY, L.P.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited; in thousands)


December 31, 2011

                                                                       
                  Atlas       Atlas         Atlas
ASSETS            Energy      Resource      Pipeline        Eliminations     Consolidated
Current assets:
Cash and cash     $ 22,500    $ 54,708      $ 168           $ −              $  77,376
equivalents
Accounts            869         20,572        115,412         −                 136,853
receivable
Receivable from
(advances from)     3,928       (1,253  )     (2,675    )     −                 −
affiliates
Current portion
of derivative       −           13,802        1,645           −                 15,447
asset
Subscriptions       −           34,455        −               −                 34,455
receivable
Prepaid
expenses and       1,462      7,676       15,641        −               24,779
other
Total current       28,759      129,960       130,191         −                 288,910
assets
                                                                             
Property, plant
and equipment,      4,571       520,883       1,567,829       −                 2,093,283
net
Goodwill and
intangible          −           33,285        103,276         −                 136,561
assets, net
Long-term
derivative          −           16,127        14,814          −                 30,941
asset
Investment in       −           −             86,879          −                 86,879
joint venture
Investment in       533,697     −             −               (533,697   )      −
subsidiaries
Other assets,      22,190     858         25,149        −               48,197
net
                  $ 589,217   $ 701,113    $ 1,928,138    $ (533,697   )   $  2,684,771
                                                                             
LIABILITIES AND
PARTNERS’
CAPITAL
                                                                             
Current
liabilities:
Current portion
of long-term      $ −         $ −           $ 2,085         $ −              $  2,085
debt
Accounts            2,179       36,731        54,644          −                 93,554
payable
Liabilities
associated with     −           71,719        −               −                 71,719
drilling
contracts
Accrued
producer            −           −             88,096          −                 88,096
liabilities
Current portion
of derivative
payable to          −           20,900        −               −                 20,900
Drilling
Partnerships
Accrued             5           −             1,624           −                 1,629
interest
Accrued well
drilling and        −           17,585        −               −                 17,585
completion
costs
Accrued            2,418      35,952      23,283        −               61,653
liabilities
Total current       4,602       182,887       169,732         −                 357,221
liabilities
                                                              
Long-term debt,
less current        −           −             522,055         −                 522,055
portion
Long-term
derivative
payable to          −           15,272        −               −                 15,272
Drilling
Partnerships
Asset
retirement          240         45,779        123             −                 46,142
obligations and
other
                                                                             
Partners’
Capital:
Common limited
partners’           554,999     427,246       1,269,019       (1,696,265 )      554,999
interests
Accumulated
other              29,376     29,929      (4,390    )    (25,539    )     29,376
comprehensive
income (loss)
                    584,375     457,175       1,264,629       (1,721,804 )      584,375
Non-controlling    −          −           (28,401   )    1,188,107       1,159,706
interests
Total partners’    584,375    457,175     1,236,228     (533,697   )     1,744,081
capital
                  $ 589,217   $ 701,113    $ 1,928,138    $ (533,697   )   $  2,684,771
                                                                                


ATLAS ENERGY, L.P.
Ownership Interests Summary
                                                                 
                                                                   Overall
                                                     
                                                                   Ownership
                                                     
Atlas Energy Ownership Interests as of December                     Interest
31, 2012:                                            Amount
                                                                    Percentage
                                                                    
ATLAS RESOURCE:
General partner interest                             100        %   2.0    %
Common units                                         20,962,485     43.0   %
Incentive distribution rights                        100        %   N/A    
Total Atlas Energy ownership interests in Atlas                     45.0   %
Resource
                                                                    
ATLAS PIPELINE:
General partner interest                             100        %   2.0    %
Common units                                         5,754,253      8.7    %
Incentive distribution rights                        100        %   N/A    
Total Atlas Energy ownership interests in Atlas                     10.7   %
Pipeline
                                                                    
LIGHTFOOT CAPITAL PARTNERS, GP LLC:
Approximate general partner ownership interest                      15.9   %
Approximate limited partner ownership interest                      12.1   %
                                                                           

Contact:

Atlas Energy, L.P.
Brian J. Begley
Vice President - Investor Relations
877-280-2857
215-405-2718 (fax)
 
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