Atlas Energy, L.P. Reports Operating and Financial Results for the Third Quarter 2013

  Atlas Energy, L.P. Reports Operating and Financial Results for the Third
  Quarter 2013

  *Atlas Energy (ATLS) increases its quarterly distribution to $0.46 for the
    third quarter 2013, a 4.5% increase from the second quarter 2013, and 70%
    higher than the prior year third quarter
  *On November 6, 2013, Arc Logistics Partners, LP (ARCX) began trading
    publicly on the NYSE, and is a master limited partnership in which ATLS
    has a 16% interest in ARCX’s general partner

Business Wire

PHILADELPHIA -- November 7, 2013

Atlas Energy, L.P. (NYSE: ATLS) (“Atlas Energy” or “ATLS”) today reported
operating and financial results for the third quarter 2013.

Edward E. Cohen, Chief Executive Officer of Atlas Energy, stated, “We continue
our commitment to providing leading returns to our unitholders, as we have
realized the highest total return in the MLP industry over the past several
years. This has been possible due to the extraordinary growth of our
subsidiaries, Atlas Resource and Atlas Pipeline, who have both substantially
grown organically and have completed a combined $3.0 billion in accretive
acquisitions over the past 18 months.”

ATLS declared a cash distribution of $0.46 per limited partner unit for the
third quarter 2013, which represents a $0.02 per unit, or 4.5%, increase over
the second quarter 2013, and a 70% increase over the prior year third quarter.
The third quarter 2013 ATLS distribution will be paid on November 19, 2013 to
holders of record as of November 6, 2013.

Distributions from Subsidiaries

  *On October 24, 2013, Atlas Resource Partners, L.P. (NYSE: ARP), Atlas
    Energy’s E&P subsidiary, increased its quarterly cash distribution to
    $0.56 per unit for the third quarter 2013, a 4% increase from ARP’s second
    quarter 2013 distribution, and a 30% increase over the prior year third
    quarter distribution. ATLS will receive approximately $16.3 million of
    cash distributions based upon ARP’s third quarter 2013 distribution.
  *On October 23, 2013, Atlas Pipeline Partners, L.P. (NYSE: APL), Atlas
    Energy’s midstream subsidiary, declared a distribution for the third
    quarter 2013 of $0.62 per unit, a 9% increase from APL’s prior year
    quarter. ATLS will receive approximately $9.6 million of cash
    distributions based upon APL’s third quarter 2013 distribution.

Recent Events

Atlas Pipeline Mid Continent Expansion Projects

APL recently announced several new expansion projects to its existing natural
gas gathering and processing systems in the Mid Continent. APL has approved to
extend the WestTX gathering system's footprint further intoMartin County,
Texasthrough a series of growth projects which will service the anticipated
needs of their producer customers. APL will lay a high pressure gathering line
intoMartin County as well as add compression to increase utilization of
WestTX's existing assets, including the recently announced Edward plant. In
addition, this extension of the WestTX system is expected to accelerate APL’s
need to install additional processing capacity, potentially by the end of
2015.

In theWoodford Shalein Southern Oklahoma, activity behind both the Velma and
Arkoma systems continues to increase, namely from the emergingSouth Central
Oklahoma Oil Province(SCOOP) play, which has attracted significant producer
interest. APL has entered into fixed fee arrangements with some of these
producers and, as a result, intends to add gathering infrastructure at an
expected cost of$40 millionto facilitate this anticipated growth. The Velma
system's processing capacity today is fully utilized, and APL intends to
provide capacity for the incremental SCOOP production by laying approximately
55 miles of pipeline between the Velma system and the Arkoma system. The
Arkoma system is nearly fully utilized today, but will expand by an additional
120 million cubic feet per day (Mmcfd) upon installation of
theStonewallplant, expected in the first quarter of 2014. The
Stonewallplant is expandable to 200 Mmcfd with minimal capital outlay.

Arc Logistics Partners LP Initial Public Offering

On November 6, 2013, Arc Logistics Partners, LP (ARCX), a master limited
partnership which is involved in terminalling, storage, throughput and
transloading of crude oil and petroleum products, began trading publicly on
the New York Stock Exchange under the ticker symbol “ARCX”. ARCX’s cash flows
are primarily fee-based under multi-year contracts, and their assets are
located on the East Coast, Gulf Coast and Midwest regions of the U.S.
Lightfoot Capital Partners, LP (“Lightfoot”), a private partnership, owns and
controls the general partner of ARCX. Atlas Energy owns an approximate 16%
interest in Lightfoot’s general partner, as well as an approximate 12% limited
partner interest in Lightfoot. Atlas Energy expects to benefit from its
interest in Lightfoot’s general partner as ARCX’s operations grow and
distributions to unitholders increase in the future.

Atlas Resource Third Quarter 2013 Highlights

ARP’s average net daily production for the third quarter 2013 was
approximately 261.4 million cubic feet of natural gas equivalents per day
(“Mmcfed”), an increase of approximately 96% from the second quarter 2013. The
increase in net production from the second quarter 2013 was due primarily to
the recently acquired producing assets from EP Energy in July 2013, located in
the Raton Basin (New Mexico), Black Warrior Basin (Alabama) and County Line
region (Wyoming). Production also increased from additional wells connected in
the third quarter in several of ARP’s key operating areas, including the
Marcellus Shale, Utica Shale, Marble Falls and Mississippi Lime.

ATLS owns 100% of the general partner Class A units and the incentive
distribution rights, and a 37% 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 third
quarter 2013 earnings release for additional details on its financial results.

Atlas Pipeline Third Quarter 2013 Highlights

During the third quarter 2013, APL increased inlet volumes on its gathering
and processing systems in the Mid Continent. APL processed an average of over
1.37 billion cubic feet per day (“Bcfd”) of natural gas in the third quarter
2013 amongst its WestOK, WestTX, Velma, Arkoma and SouthTX systems,
approximately 10% higher than the second quarter 2013 and 78% higher than the
prior year comparable quarter’s volumes. APL attained record high volumes with
over 120,000 barrels per day (“bpd”) of natural gas liquids generated from its
five processing systems in highly prolific oil & gas basins, which primarily
reside in Oklahoma and Texas.

ATLS owns a 2.0% general partner interest, all of the incentive distribution
rights, and a 6.2% 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 third
quarter 2013 earnings release for additional details on its financial results.

Hedge Positions

In connection with its acquisition of the natural gas proved reserves in the
Arkoma Basin (“Arkoma Assets”), ATLS entered into direct natural gas hedge
positions for a substantial portion of its production through 2018. A summary
of ATLS’s derivative positions as of November 7, 2013 is provided in the
financial tables of this release.

Corporate Expenses

  *Cash general and administrative expense, excluding amounts attributable to
    APL and ARP, was $1.7 million for the third quarter 2013, $0.4 million
    lower than the second quarter 2013. The decrease from second quarter 2013
    was due primarily to a decrease in seasonal corporate expenses incurred
    during the second quarter, including audit and tax services. Please refer
    to the consolidating statements of operations provided in the financial
    tables of this release.
  *Cash interest expense was $2.9 million for the third quarter 2013, an
    increase of $2.5 million compared to the second quarter 2013. The increase
    in interest expense is due primarily to entering into a $240 million term
    loan credit facility in July 2013, which was used to fund the acquisition
    of the Arkoma assets from EP Energy and the purchase of the Class C
    convertible preferred units from ARP. As of September 30, 2013, ATLS had
    $240 million of total debt, with no borrowings outstanding under its $50
    million revolving credit facility, and a cash position of approximately
    $18 million.

Interested parties are invited to access the live webcast of an investor call
with management regarding Atlas Energy, L.P.’s third quarter 2013 results on
Friday, November 8, 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 November 8, 2013 by dialing
888-286-8010, passcode: 71563674.

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 37% 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 6% 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 12,000 producing
natural gas and oil wells, located primarily in Appalachia, the Barnett Shale
(TX), the Raton Basin (NM) and Black Warrior Basin (AL). 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 14 active gas processing plants, 18 gas treating facilities, as well
as approximately 10,600 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
and production potential, planned expansions of capacity and other capital
expenditures, distribution amounts, 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; ability to
realize the benefits of its acquisition; changes in commodity prices and hedge
positions; 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 STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per unit data)
                                                 
                     Three Months Ended          Nine Months Ended
                     September 30,               September 30,
Revenues:            2013         2012          2013           2012
Gas and oil          $ 83,032      $ 24,699      $ 176,190       $ 61,323
production
Well construction      10,964        36,317        92,293          92,277
and completion
Gathering and          582,961       297,868       1,538,970       859,429
processing
Administration and     4,447         4,440         8,923           8,586
oversight
Well services          5,023         5,086         14,703          15,344
Gain (loss) on
mark-to-market         (24,517 )     (18,907 )     (9,493    )     36,905
derivatives^(1)
Other, net            (11,921 )    5,270       (5,700    )    8,575     
Total revenues        649,989     354,773     1,815,886     1,082,439 
                                                                 
Costs and
expenses:
Gas and oil            30,586        7,295         64,837          16,247
production
Well construction      9,534         31,581        80,255          79,882
and completion
Gathering and          492,691       245,074       1,298,300       710,470
processing
Well services          2,386         2,232         7,009           7,076
General and            61,914        33,991        156,446         108,846
administrative
Chevron
transaction            —             7,670         —               7,670
expense
Depreciation,
depletion and         94,067      37,079      214,313       99,563    
amortization
Total costs and       691,178     364,922     1,821,160     1,029,754 
expenses
                                                                 
Operating income       (41,189 )     (10,149 )     (5,274    )     52,685
(loss)
                                                                 
Gain (loss) on
asset sales and        (661    )     2             (3,554    )     (7,019    )
disposal
Interest expense       (38,513 )     (11,245 )     (91,854   )     (30,630   )
Loss on early
extinguishment of     —           —           (26,601   )    —         
debt
                                                                 
Net income (loss)      (80,363 )     (21,392 )     (127,283  )     15,036
before tax
Income tax benefit    817         —           854           —         
Net income (loss)      (79,546 )     (21,392 )     (126,429  )     15,036
Loss (income)
attributable to       52,022      9,982       78,062        (52,574   )
non-controlling
interests
Net loss
attributable to      $ (27,524 )   $ (11,410 )   $ (48,367   )   $ (37,538   )
common limited
partners
                                                                 
Net loss attributable to common limited partners per unit:
Basic and Diluted    $ (0.54   )   $ (0.22   )   $ (0.94     )   $ (0.73     )
                                                                 
Weighted average common limited partner units outstanding:
Basic and Diluted      51,390        51,335        51,380          51,316
                                                                             

       Consists principally of hydrocarbon derivative gains / (losses) that
^(1)  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)
                                                                  
                                                  September 30,   December 31,
ASSETS                                            2013            2012
Current assets:
Cash and cash equivalents                         $  29,498       $  36,780
Accounts receivable                                  289,817         196,249
Current portion of derivative asset                  25,733          35,351
Subscriptions receivable                             13,900          55,357
Prepaid expenses and other                          85,421         45,255
Total current assets                                 444,369         368,992
                                                                  
Property, plant and equipment, net                   4,958,551       3,502,609
Intangible assets, net                               547,014         200,680
Investment in joint venture                          238,221         86,002
Goodwill, net                                        535,721         351,069
Long-term derivative asset                           37,504          16,840
Long-term derivative receivable from Drilling        182             −
Partnerships
Other assets, net                                   123,529        71,002
                                                  $  6,885,091    $  4,597,194
                                                                  
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Current portion of long-term debt                 $  3,010        $  10,835
Accounts payable                                     147,114         119,028
Liabilities associated with drilling contracts       −               67,293
Accrued producer liabilities                         161,808         109,725
Current portion of derivative liability              1,461           −
Current portion of derivative payable to             4,932           11,293
Drilling Partnerships
Accrued interest                                     39,472          11,556
Accrued well drilling and completion costs           47,149          47,637
Accrued liabilities                                 126,124        103,291
Total current liabilities                            531,070         480,658
                                                                  
Long-term debt, less current portion                 2,840,921       1,529,508
Long-term derivative liability                       −               888
Long-term derivative payable to Drilling             −               2,429
Partnerships
Deferred income taxes, net                           34,696          30,258
Asset retirement obligations and other               97,650          73,605
                                                                  
Commitments and contingencies
                                                                  
Partners’ Capital:
Common limited partners’ interests                   405,285         456,171
Accumulated other comprehensive income              19,941         9,699
                                                     425,226         465,870
Non-controlling interests                           2,955,528      2,013,978
Total partners’ capital                             3,380,754      2,479,848
                                                  $  6,885,091    $  4,597,194
                                                                     

                                                
ATLAS ENERGY, L.P.
Financial and Operating Highlights
(unaudited)
                                                   
                     Three Months Ended            Nine Months Ended
                     September 30,                 September 30,
                     2013           2012          2013           2012
                                                                   
Net loss
attributable to
common limited       $ (0.54     )   $ (0.22   )   $ (0.94     )   $ (0.73   )
partners per unit
- basic
                                                                   
Cash distributions   $ 0.46          $ 0.27        $ 1.21          $ 0.78
paid per unit^(1)
                                                                   
Production volume:
^ (2)(3)
ATLAS ENERGY:
Natural gas (Mcfd)     8,250           −             2,780           −
Oil (Bpd)              −               −             −               −
Natural gas           −             −           −             −       
liquids (Bpd)
Total (Mcfed)         8,250         −           2,780         −       
ATLAS RESOURCES:
Natural gas (Mcfd)     191,020         88,208        134,945         60,531
Oil (Bpd)              1,517           277           1,301           291
Natural gas           3,734         1,067       3,441         652     
liquids (Bpd)
Total (Mcfed)         222,529       96,275      163,397       66,189  
TOTAL:
Natural gas (Mcfd)     199,270         88,208        137,725         60,531
Oil (Bpd)              1,517           277           1,301           291
Natural gas           3,734         1,067       3,441         652     
liquids (Bpd)
Total (Mcfed)         230,779       96,275      166,178       66,189  
                                                                   
Average sales
prices:^(3)
Natural gas (per     $ 3.46          $ 3.01        $ 3.39          $ 3.42
Mcf) ^ (4)
Oil (per Bbl)^(5)    $ 93.07         $ 87.86       $ 91.19         $ 95.70
Natural gas
liquids (per         $ 0.69          $ 0.61        $ 0.67          $ 0.79
gallon)
                                                                   
Production
costs:^(3)(6)
ATLAS ENERGY:
Lease operating      $ 0.77          $ −           $ 0.77          $ −
expenses per Mcfe
Production taxes       0.21            −             0.21            −
per Mcfe
Transportation and
compression           0.56          −           0.56          −       
expenses per Mcfe
Total production     $ 1.54         $ −          $ 1.54         $ −       
costs per Mcfe
ATLAS RESOURCES:
Lease operating      $ 1.15          $ 0.75        $ 1.12          $ 0.80
expenses per Mcfe
Production taxes       0.11            0.13          0.17            0.12
per Mcfe
Transportation and
compression           0.24          0.25        0.22          0.27    
expenses per Mcfe
Total production     $ 1.50         $ 1.13       $ 1.51         $ 1.19    
costs per Mcfe
TOTAL:
Lease operating      $ 1.13          $ 0.75        $ 1.11          $ 0.80
expenses per Mcfe
Production taxes       0.11            0.13          0.17            0.12
per Mcfe
Transportation and
compression           0.25          0.25        0.22          0.27    
expenses per Mcfe
Total production     $ 1.50         $ 1.13       $ 1.51         $ 1.19    
costs per Mcfe
                                                                   
ATLAS PIPELINE:
Production
volume:^(3)
Gathered gas           1,484,071       860,026       1,412,616       780,426
volume(Mcfd)
Processed gas          1,372,388       768,988       1,247,676       696,445
volume (Mcfd)
Residue gas volume     1,160,608       658,846       1,091,665       579,771
(Mcfd)
NGL volume (Bpd)       120,126         56,363        113,292         59,557
Condensate volume      4,906           3,756         4,371           3,417
(Bpd)
                                                                   
Average sales
prices:^(3)
Natural gas (per     $ 3.34          $ 2.60        $ 3.46          $ 2.39
Mcf)
Condensate (per      $ 101.48        $ 86.65       $ 92.82         $ 90.07
Bbl)
Natural gas
liquids (per         $ 0.92          $ 0.87        $ 0.87          $ 0.90
gallon)


       Represents the cash distributions declared per limited partner unit for
^(1)  the respective period and paid by ATLS within 50 days after the end of
       each quarter, based upon the distributable cash flow generated during
       the respective quarter.
       
       Production quantities consist of the sum of (i) the proportionate share
       of production from wells in which ATLS and ARP have a direct interest,
       based on the proportionate net revenue interest in such wells, and (ii)
^(2)   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
^(3)   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.
       
       Average sales price for natural gas before the effects of financial
       hedging was $3.21 per Mcf and $2.46 per Mcf for the three months ended
       September 30, 2013 and 2012, respectively, and $3.20 per Mcf and $2.60
       per Mcf for the nine months ended September 30, 2013 and 2012,
       respectively. These amounts exclude the impact of subordination of
       ARP’s production revenues to investor partners within its investor
^(4)   partnerships. Including the effects of this subordination, average
       natural gas sales prices were $3.28 per Mcf ($3.02 per Mcf before the
       effects of financial hedging) and $2.46 per Mcf ($1.91 per Mcf before
       the effects of financial hedging) for the three months ended September
       30, 2013 and 2012, respectively, and $3.12 per Mcf ($2.93 per Mcf
       before the effects of financial hedging) and $2.88 per Mcf ($2.07 per
       Mcf before the effects of financial hedging) for the nine months ended
       September 30, 2013 and 2012, respectively.
       
       Average sales price for oil before the effects of financial hedging was
       $104.03 per barrel and $84.30 per barrel for the three months ended
^(5)   September 30, 2013 and 2012, respectively, and $96.50 per barrel and
       $93.38 per barrel for the nine months ended September 30, 2013 and
       2012, respectively.
       
       Production costs include labor to operate the wells and related
       equipment, repairs and maintenance, materials and supplies, property
       taxes, severance taxes, insurance, production overhead and
       transportation and compression expenses. These amounts exclude the
       effects of ARP’s proportionate share of lease operating expenses
       associated with subordination of production revenue to investor
^(6)   partners within ARP’s investor partnerships. Including the effects of
       these costs, total lease operating expenses per Mcfe were $1.08 per
       Mcfe ($1.44 per Mcfe for total production costs) and $0.44 per Mcfe
       ($0.82 per Mcfe for total production costs) for the three months ended
       September 30, 2013 and 2012, respectively, and $1.03 per Mcfe ($1.43
       per Mcfe for total production costs) and $0.50 per Mcfe ($0.90 per Mcfe
       for total production costs) for the nine months ended September 30,
       2013 and 2012, respectively.
       

                                                 
ATLAS ENERGY, L.P.
Financial Information
(unaudited; in thousands except per unit amounts)
                                                    
                        Three Months Ended          Nine Months Ended
                        September 30,               September 30,
Reconciliation of net
loss to non-GAAP        2013         2012          2013          2012
measures^(1):
Net income (loss)       $ (79,546 )   $ (21,392 )   $ (126,429 )   $ 15,036
E&P Operations EBITDA
prior to spinoff on       −             −             −              9,111
March 5, 2012^(2)
Atlas Resource net
loss attributable to      13,317        6,845         19,766         23,444
ATLS common limited
partners
Atlas Resource cash
distributions earned      16,282        9,363         41,123         20,590
by ATLS^(3)
Atlas Pipeline net
income attributable       (78     )     (392    )     (3,613   )     (12,842 )
to ATLS common
limited partners
Atlas Pipeline cash
distributions earned      9,580         5,689         26,395         16,570
by ATLS^(3)
Non-recurring spinoff     3,331         −             4,488          8,370
and acquisition costs
Amortization of
deferred finance          519           50            665            179
costs
Depreciation,
depletion and             1,331         −             1,331          −
amortization
Non-cash stock            6,370         4,327         17,724         13,626
compensation expense
Maintenance capital       (200    )     −             (200     )     (1,231  )
expenditures^(4)
Other non-cash            (2,348  )     (357    )     (2,099   )     (419    )
adjustments
Amortization of
premiums paid on
swaption derivative       2,060         −             2,287          −
contracts associated
with asset
acquisition^(5)
Loss(income)
attributable to          52,022      9,982       78,062       (52,574 )
non-controlling
interests
Distributable Cash      $ 22,640     $ 14,115     $ 59,500      $ 39,860  
Flow^(1)
                                                                   
Supplemental Adjusted EBITDA and Distributable
Cash Flow Summary:
Atlas Resource Cash
Distributions
Earned^(3):
Limited Partner Units   $ 13,839      $ 9,013       $ 35,850       $ 19,913
Class A Units (2%)        766           350           1,961          677
Incentive                1,677       −           3,312        −       
Distribution Rights
Total Atlas Resource
Cash Distributions       16,282      9,363       41,123       20,590  
Earned^(3)
per limited partner     $ 0.56        $ 0.43        $ 1.61         $ 0.95
unit
                                                                   
Atlas Pipeline Cash
Distributions
Earned^(3):
Limited Partner Units     3,567         3,280         10,530         9,724
General Partner 2%        1,100         664           3,155          1,961
Interest
Incentive                4,913       1,745       12,710       4,885   
Distribution Rights
Total Atlas Pipeline
Cash Distributions       9,580       5,689       26,395       16,570  
Earned^(3)
per limited partner     $ 0.62        $ 0.57        $ 1.83         $ 1.69
unit
                                                                   
Total Cash                25,862        15,052        67,518         37,160
Distributions Earned
                                                                   
Production Margin         1,533         −             1,533          −
E&P Operations
Adjusted EBITDA prior     −             −             −              9,111
to spinoff on March
5, 2012^(2)
Cash general and
administrative            (1,658  )     (1,394  )     (6,651   )     (5,910  )
expenses^(6)
Other, net               2           537         730          983     
Adjusted EBITDA^(1)       25,739        14,195        63,130         41,344
Cash interest             (2,899  )     (80     )     (3,430   )     (253    )
expense^(7)
Maintenance capital      (200    )    −           (200     )    (1,231  )
expenditures^(4)
Distributable Cash      $ 22,640     $ 14,115     $ 59,500      $ 39,860  
Flow^(1)

Discretionary adjustments considered by the Board of Directors of the General
Partner in the determination of quarterly cash distributions:
Net cash from
acquisitions from the
effective date           381         −           1,851        −       
through closing
date^(8)
Distributable Cash
Flow with
discretionary
adjustments by the      $ 23,021     $ 14,115     $ 61,351      $ 39,860  
Board of Directors of
the General
Partner^(9)
                                                                   
Distributions           $ 23,644      $ 13,866      $ 62,179       $ 39,527
Paid^(10)
per limited partner     $ 0.46        $ 0.27        $ 1.21         $ 0.77
unit
                                                                   
Excess (shortfall) of
distributable cash
flow with
discretionary                                               
adjustments by the
Board of Directors of   $ (623    )   $ 249         $ (828     )   $ 333
the General Partner
after distributions
to unitholders^(11)


        Although not prescribed under GAAP (generally accepted accounting
        principles), ATLS’ management believes the presentation of EBITDA,
        Adjusted EBITDA and Distributable Cash Flow (“DCF”) is relevant and
        useful because it helps ATLS’ investors understand its operating
        performance, allows for easier comparison of its results with other
        master limited partnerships (“MLP”), and is a critical component in
        the determination of quarterly cash distributions. As a MLP, ATLS is
        required to distribute 100% of available cash, as defined in its
        limited partnership agreement (“Available Cash”) and subject to cash
        reserves established by its general partner, to investors on a
        quarterly basis. ATLS refers to Available Cash prior to the
        establishment of cash reserves as DCF. EBITDA, Adjusted EBITDA and DCF
        should not be considered in isolation of, or as a substitute for, net
        income as an indicator of operating performance or cash flows from
        operating activities as a measure of liquidity. While ATLS’s
        management believes that its methodology of calculating EBITDA,
        Adjusted EBITDA and DCF is generally consistent with the common
        practice of other MLPs, such metrics may not be consistent and, as
        such, may not be comparable to measures reported by other MLPs, who
        may use other adjustments related to their specific businesses.
        EBITDA, Adjusted EBITDA and DCF are supplemental financial measures
        used by ATLS’ management and by external users of ATLS’ financial
        statements such as investors, lenders under its credit facilities,
        research analysts, rating agencies and others to assess its:

        - Operating performance as compared to other publicly traded
        partnerships and other companies in the upstream and midstream energy
        sectors, without regard to financing methods, historical cost basis or
        capital structure;
        - Ability to generate sufficient cash flows to support its
        distributions to unitholders;
        - Ability to incur and service debt and fund capital expansion;
        - The viability of potential acquisitions and other capital
^(1)   expenditure projects; and
        - Ability to comply with financial covenants in its Amended Credit
        Facility, which is calculated based upon Adjusted EBITDA.

        DCF is determined by calculating EBITDA, adjusting it for non-cash,
        non-recurring and other items to achieve Adjusted EBITDA, and then
        deducting cash interest expense and maintenance capital expenditures.
        ATLS defines EBITDA as net income (loss) plus the following
        adjustments:

        - Interest expense;
        - Income tax expense;
        - Depreciation, depletion and amortization.

        ATLS defines Adjusted EBITDA as EBITDA plus the following adjustments:

        - Cash distributions paid by ARP and APL within 45 days after the end
        of the respective quarter, based upon their distributable cash flow
        generated during that quarter;
        - Asset impairments;
        - Acquisition and related costs;
        - Non-cash stock compensation;
        - (Gains) losses on asset disposal;
        - Cash proceeds received from monetization of derivative transactions;
        - Amortization of premiums paid on swaption derivative contracts; and
        - Other items.

        ATLS adjusts DCF for non-cash, non-recurring and other items for the
        sole purpose of evaluating its cash distribution for the quarterly
        period, with EBITDA and Adjusted EBITDA adjusted in the same manner
        for consistency. ATLS defines DCF as Adjusted EBITDA less the
        following adjustments:

        - Cash interest expense; and
        - Maintenance capital expenditures.
        
        Represents the E&P Operations Adjusted EBITDA generated and
^(2)    maintenance 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
        for the nine months ended September 30, 2012.
        
        Represents the cash distribution paid by ARP and APL within 45 days
^(3)    after the end of each quarter, based upon the distributable cash flow
        generated during the respective quarter.
        
        Oil and gas assets naturally decline in future periods and, as such,
        ATLS recognizes the estimated capitalized cost of stemming such
        decline in production margin for the purpose of stabilizing its DCF
        and cash distributions, which it refers to as maintenance capital
        expenditures. ATLS calculates the estimate of maintenance capital
        expenditures by first multiplying its forecasted future full year
        production margin by its expected aggregate production decline of
        proved developed producing wells. Maintenance capital expenditures are
        then the estimated capitalized cost of wells that will generate an
        estimated first year margin equivalent to the production margin
        decline, assuming such wells are connected on the first day of the
        calendar year. ATLS does not incur specific capital expenditures
        expressly for the purpose of maintaining or increasing production
        margin, but such amounts are a hypothetical subset of wells it expects
^(4)    to drill in future periods on undeveloped acreage already leased.
        Estimated capitalized cost of wells included within maintenance
        capital expenditures are also based upon relevant factors, including
        utilization of public forward commodity exchange prices, current
        estimates for regional pricing differentials, estimated labor and
        material rates and other production costs. Generally, estimates for
        maintenance capital expenditures in the current year are the sum of
        the estimate calculated in the prior year plus estimates for the
        decline in production margin from wells connected during the current
        year and production acquired through acquisitions. ATLS considers
        expansion capital expenditures to be any capital expenditure costs
        expended that are not maintenance capital expenditures – generally,
        this will include expenditures to increase, rather than maintain,
        production margin in future periods, as well as land, gathering and
        processing, and other non-drilling capital expenditures.
        
        Swaption derivative contracts grant ATLS the option to enter into a
        swap derivative transaction to hedge future production period sales
        prices for a stated option period, which generally have a duration of
        a few months and commences upon entering into the derivative contract,
        in return for an upfront premium. The amounts included within the
        reconciliation reflect the amortization of premiums ATLS paid to enter
        into swaption derivative contracts for certain acquired volumes over
^(5)    the option period. Generally, ATLS enters into swaption derivative
        contracts to hedge acquired volumes after the announcement of the
        signed definitive purchase and sale agreement to acquire the oil and
        gas properties, but before it closes on the transaction, as its senior
        secured revolving credit agreement does not allow it to hedge
        production volume until it owns such volumes. ATLS excludes such costs
        in its determination of DCF, Adjusted EBITDA and cash distributions
        for the respective period as they are specific to the related
        transaction.
        
^(6)    Excludes non-cash stock compensation expense and certain non-recurring
        spinoff costs and acquisition and related costs.
        
^(7)    Excludes non-cash amortization of deferred financing costs.
        
        These amounts reflect net cash proceeds received from the effective
        date through the closing date of the EP Energy assets acquired, less
        estimated and pro forma amounts of maintenance capital expenditures
        and financing costs. The management of ATLS believes these amounts are
        critical in its evaluation of Distributable Cash Flow and cash
        distributions for the period. Under GAAP, such amounts are
        characterized as purchase price adjustments and are reflected in the
        net purchase price paid for the acquired assets, rather than reflected
^(8)    as components of net income or loss for the period. For the 3^rd
        quarter 2013, such amounts include net cash generated by the EP Energy
        assets of $0.8 million for period from July 1, 2013 to July 31, 2013,
        less pro forma interest expense of $0.3 million and estimated
        maintenance capital expenditures of $0.1 million. For the nine months
        ended September 30, 2013, such amounts include pro forma net cash
        generated by the EP Energy assets of $3.8 million from April 1, 2013
        to July 31, 2013, less pro forma interest expense of $1.5 million and
        estimated maintenance capital expenditures of $0.5 million.
        
        Including the discretionary adjustments by the Board of Directors of
        the General Partner in the determination of quarterly cash
^(9)    distributions, Adjusted EBITDA would have been $26.1 million and $14.2
        million for the three months ended September 30, 2013 and 2012,
        respectively, and $65.0 million and $41.3 million for the nine months
        ended September 30, 2013 and 2012, respectively.
        
        Represents the cash distribution paid within 50 days after the end of
^(10)   each quarter, based upon the distributable cash flow generated during
        the respective quarter.
        
        ATLS seeks to at least maintain its current cash distribution in
        future quarterly periods, and expects to only increase such cash
        distributions when future Distributable Cash Flow amounts allow for it
        and are expected to be sustained. ATLS’ determination of quarterly
        cash distributions and its resulting determination of the amount of
        excess (shortfall) those cash distributions generate in comparison to
        Distributable Cash Flow are based upon its assessment of numerous
        factors which affect it, ARP and APL and the cash distributions it
^(11)   receives from these subsidiaries, including but not limited to future
        commodity price and interest rate movements, variability of operating
        asset performance, weather effects, and financial leverage. ATLS also
        considers its historical trailing four quarters of excess or
        shortfalls and future forecasted excess or shortfalls that its cash
        distributions generate in comparison to Distributable Cash Flow due to
        the variability of its Distributable Cash Flow generated each quarter,
        which could cause it to have more or less excess (shortfalls)
        generated from quarter to quarter.
        

               
ATLAS ENERGY, L.P.
CAPITALIZATION INFORMATION
(unaudited; in thousands)
                 
                 September 30, 2013
                 Atlas        Atlas          Atlas         
                 Energy        Resource        Pipeline        Consolidated
Total debt       $ 240,000     $ 948,279       $ 1,655,652     $ 2,843,931
Less: Cash        (17,607 )    (1,452    )    (10,439   )    (29,498   )
Total net debt     222,393       946,827         1,645,213       2,814,433
                                                               
Partners’         425,226     1,169,929     2,314,667     3,380,754 ^(1)
capital
                                                               
Total            $ 647,619    $ 2,116,756    $ 3,959,880    $ 6,195,187 
capitalization
                                                               
Ratio of net
debt to          0.34x
capitalization
               
^(1) Net of eliminated
amounts.
                                                               
                 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 ^(2)
capital
                                                               
Total            $ 464,676    $ 1,190,243    $ 2,782,928    $ 3,983,411 
capitalization
                                                               
Ratio of net
debt to          0.00x
capitalization
               
^(2) Net of eliminated
amounts.
                                                               

                                    
ATLAS ENERGY, L.P.
Hedge Position Summary – Directly-Held E&P Assets
(as of November 7, 2013)
                                       
Natural Gas
                                       
Fixed Price Swaps
                     Average
Production Period    Fixed Price       Volumes
Ended December 31,   (per mmbtu)^(a)   (mmbtus)^(a)
2013^(b)             $4.06             750,000
2014                 $4.18             2,760,000
2015                 $4.30             2,280,000
2016                 $4.43             1,440,000
2017                 $4.59             1,200,000
2018                 $4.80             420,000
                                       

__________________________
^(a)      “mmbtu” represents million metric British thermal units.
^(b)       Reflects hedges covering the last three months of 2013.
           

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

Three Months Ended September 30, 2013

                                                                           
                  Atlas         Atlas         Atlas
                  Energy        Resource      Pipeline      Eliminations   Consolidated
Revenues:
Gas and oil       $ 2,700       $ 80,332      $ −           $   −          $  83,032
production
Well
construction        −             10,964        −               −             10,964
and completion
Gathering and       −             3,591         579,444         (74    )      582,961
processing
Administration      −             4,447         −               −             4,447
and oversight
Well services       −             5,023         −               −             5,023
Loss on
mark-to-market      −             −             (24,517 )       −             (24,517 )
derivatives
Other, net         290         (13,272 )    1,061         −           (11,921 )
Total revenues     2,990       91,085      555,988       (74    )     649,989 
                                                                           
Costs and
expenses:
Gas and oil         1,167         29,419        −               −             30,586
production
Well
construction        −             9,534         −               −             9,534
and completion
Gathering and       −             4,395         488,370         (74    )      492,691
processing
Well services       −             2,386         −               −             2,386
General and         11,359        31,983        18,572          −             61,914
administrative
Depreciation,
depletion and      1,331       41,656      51,080        −           94,067  
amortization
Total costs and    13,857      119,373     558,022       (74    )     691,178 
expenses
                                                                           
Operating loss      (10,867 )     (28,288 )     (2,034  )       −             (41,189 )
                                                                           
Loss on asset
sales and           −             (661    )     −               −             (661    )
disposal
Interest            (3,418  )     (10,748 )     (24,347 )       −             (38,513 )
expense
Loss on early
extinguishment     −           −           −             −           −       
of debt
                                                                           
Net loss before     (14,285 )     (39,697 )     (26,381 )       −             (80,363 )
tax
Income tax         −           −           817           −           817     
benefit
Net loss            (14,285 )     (39,697 )     (25,564 )       −             (79,546 )
Loss
attributable to    −           −           (1,514  )      53,536      52,022  
non-controlling
interests
Net loss
attributable to   $ (14,285 )   $ (39,697 )   $ (27,078 )   $   53,536    $  (27,524 )
common limited
partners
                                                                                      

                                                                    
ATLAS ENERGY, L.P.

CONSOLIDATING STATEMENTS OF OPERATIONS

(unaudited; in thousands)



Three Months Ended September 30, 2012
                                                                          
                  Atlas        Atlas         Atlas
                  Energy       Resource      Pipeline      Eliminations   Consolidated
Revenues:
Gas and oil       $ −          $ 24,699      $ −           $   −          $  24,699
production
Well
construction        −            36,317        −               −             36,317
and completion
Gathering and       −            4,134         293,890         (156   )      297,868
processing
Administration      −            4,440         −               −             4,440
and oversight
Well services       −            5,086         −               −             5,086
Loss on
mark-to-market      −            −             (18,907 )       −             (18,907 )
derivatives
Other, net         894        67          4,309         −           5,270   
Total revenues     894        74,743      279,292       (156   )     354,773 
                                                                          
Costs and
expenses:
Gas and oil         −            7,295         −               −             7,295
production
Well
construction        −            31,581        −               −             31,581
and completion
Gathering and       −            4,558         240,672         (156   )      245,074
processing
Well services       −            2,232         −               −             2,232
General and         5,721        16,147        12,123          −             33,991
administrative
Chevron
transaction         −            7,670         −               −             7,670
expense
Depreciation,
depletion and      −          13,918      23,161        −           37,079  
amortization
Total costs and    5,721      83,401      275,956       (156   )     364,922 
expenses
                                                                          
Operating           (4,827 )     (8,658  )     3,336           −             (10,149 )
income (loss)
                                                                          
Gain on asset
sales and           −            2             −               −             2
disposal
Interest           (130   )    (1,423  )    (9,692  )      −           (11,245 )
expense
                                                                          
Net loss            (4,957 )     (10,079 )     (6,356  )       −             (21,392 )
Loss
attributable to    −          −           (1,511  )      11,493      9,982   
non-controlling
interests
Net loss
attributable to   $ (4,957 )   $ (10,079 )   $ (7,867  )   $   11,493    $  (11,410 )
common limited
partners
                                                                          

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

Nine Months Ended September 30, 2013

                                                                             
                  Atlas         Atlas         Atlas
                  Energy        Resource      Pipeline        Eliminations   Consolidated
Revenues:
Gas and oil       $ 2,700       $ 173,490     $ −             $   −          $ 176,190
production
Well
construction        −             92,293        −                 −            92,293
and completion
Gathering and       −             11,639        1,527,553         (222   )     1,538,970
processing
Administration      −             8,923         −                 −            8,923
and oversight
Well services       −             14,703        −                 −            14,703
Loss on
mark-to-market      −             −             (9,493    )       −            (9,493    )
derivatives
Other, net         542         (14,589 )    8,347           −          (5,700    )
Total revenues     3,242       286,459     1,526,407       (222   )    1,815,886 
                                                                             
Costs and
expenses:
Gas and oil         1,167         63,670        −                 −            64,837
production
Well
construction        −             80,255        −                 −            80,255
and completion
Gathering and       −             13,767        1,284,755         (222   )     1,298,300
processing
Well services       −             7,009         −                 −            7,009
General and         28,863        63,767        63,816            −            156,446
administrative
Depreciation,
depletion and      1,331       85,061      127,921         −          214,313   
amortization
Total costs and    31,361      313,529     1,476,492       (222   )    1,821,160 
expenses
                                                                             
Operating           (28,119 )     (27,070 )     49,915            −            (5,274    )
income (loss)
                                                                             
Loss on asset
sales and           −             (2,035  )     (1,519    )       −            (3,554    )
disposal
Interest            (4,095  )     (22,145 )     (65,614   )       −            (91,854   )
expense
Loss on early
extinguishment     −           −           (26,601   )      −          (26,601   )
of debt
                                                                             
Net loss before     (32,214 )     (51,250 )     (43,819   )       −            (127,283  )
tax
Income tax         −           −           854             −          854       
benefit
Net loss            (32,214 )     (51,250 )     (42,965   )       −            (126,429  )
Loss
attributable to    −           −           (4,693    )      82,755     78,062    
non-controlling
interests
Net loss
attributable to   $ (32,214 )   $ (51,250 )   $ (47,658   )   $   82,755    $ (48,367   )
common limited
partners
                                                                                         

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

Nine Months Ended September 30, 2012

                                                                           
                  Atlas         Atlas         Atlas
                  Energy        Resource      Pipeline      Eliminations   Consolidated
Revenues:
Gas and oil       $ −           $ 61,323      $ −           $  −           $ 61,323
production
Well
construction        −             92,277        −              −             92,277
and completion
Gathering and       −             10,311        849,475        (357    )     859,429
processing
Administration      −             8,586         −              −             8,586
and oversight
Well services       −             15,344        −              −             15,344
Gain on
mark-to-market      −             −             36,905         −             36,905
derivatives
Other, net         1,402       (4,952  )    12,125       −           8,575     
Total revenues     1,402       182,889     898,505      (357    )    1,082,439 
                                                                           
Costs and
expenses:
Gas and oil         −             16,247        −              −             16,247
production
Well
construction        −             79,882        −              −             79,882
and completion
Gathering and       −             13,185        697,642        (357    )     710,470
processing
Well services       −             7,076         −              −             7,076
General and         27,906        48,427        32,513         −             108,846
administrative
Chevron
transaction         −             7,670         −              −             7,670
expense
Depreciation,
depletion and      −           33,848      65,715       −           99,563    
amortization
Total costs and    27,906      206,335     795,870      (357    )    1,029,754 
expenses
                                                                           
Operating           (26,504 )     (23,446 )     102,635        −             52,685
income (loss)
                                                                           
Loss on asset
sales and           −             (7,019  )     −              −             (7,019    )
disposal
Interest           (432    )    (2,529  )    (27,669 )     −           (30,630   )
expense
                                                                           
Net income          (26,936 )     (32,994 )     74,966         −             15,036
(loss)
Income
attributable to    −           −           (4,108  )     (48,466 )    (52,574   )
non-controlling
interests
Net income
(loss)
attributable to   $ (26,936 )   $ (32,994 )   $ 70,858     $  (48,466 )   $ (37,538   )
common limited
partners
                                                                                       

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

September 30, 2013

                                                                               
                  Atlas       Atlas           Atlas
ASSETS            Energy      Resource        Pipeline        Eliminations     Consolidated
Current assets:
Cash and cash     $ 17,607    $ 1,452         $ 10,439        $ −              $  29,498
equivalents
Accounts            980         59,669          229,168         −                 289,817
receivable
Receivable from
(advances from)     28,164      (23,559   )     (4,605    )     −                 −
affiliates
Current portion
of derivative       1,082       19,474          5,177           −                 25,733
asset
Subscriptions       −           13,900          −               −                 13,900
receivable
Prepaid
expenses and       370        11,610        73,441        −               85,421
other
Total current       48,203      82,546          313,620         −                 444,369
assets
                                                                               
Property, plant
and equipment,      67,436      2,175,754       2,715,361       −                 4,958,551
net
Intangible          −           1,059           545,955         −                 547,014
assets, net
Investment in       −           −               238,221         −                 238,221
joint venture
Goodwill, net       −           31,784          503,937         −                 535,721
Long-term
derivative          1,546       28,500          7,458           −                 37,504
asset
Long-term
derivative
receivable from     −           182             −               −                 182
Drilling
Partnerships
Investment in       529,068     −               −               (529,068   )      −
subsidiaries
Other assets,      35,623     43,468        44,438        −               123,529
net
                  $ 681,876   $ 2,363,293    $ 4,368,990    $ (529,068   )   $  6,885,091
                                                                               
LIABILITIES AND PARTNERS’
CAPITAL
                                                                               
Current
liabilities:
Current portion
of long-term      $ 2,400     $ −             $ 610           $ −              $  3,010
debt
Accounts            269         74,686          72,159          −                 147,114
payable
Accrued
producer            −           −               161,808         −                 161,808
liabilities
Current portion
of derivative       −           318             1,143           −                 1,461
liability
Current portion
of derivative
payable to          −           4,932           −               −                 4,932
Drilling
Partnerships
Accrued             43          8,822           30,607          −                 39,472
interest
Accrued well
drilling and        −           47,149          −               −                 47,149
completion
costs
Accrued            10,224     25,051        90,849        −               126,124
liabilities
Total current       12,936      160,958         357,176         −                 531,070
liabilities
                                                                               
Long-term debt,
less current        237,600     948,279         1,655,042       −                 2,840,921
portion
Deferred income     −           −               34,696          −                 34,696
taxes, net
Asset
retirement          6,114       84,127          7,409           −                 97,650
obligations and
other
                                                                               
Partners’
Capital:
Common limited
partners’           405,285     1,119,691       2,266,505       (3,386,196 )      405,285
interests
Accumulated
other              19,941     50,238        −             (50,238    )     19,941
comprehensive
income
                    425,226     1,169,929       2,266,505       (3,436,434 )      425,226
Non-controlling    −          −             48,162        2,907,366       2,955,528
interests
Total partners’    425,226    1,169,929     2,314,667     (529,068   )     3,380,754
capital
                  $ 681,876   $ 2,363,293    $ 4,368,990    $ (529,068   )   $  6,885,091
                                                                                  

                                                                         
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.
Ownership Interests Summary
                                                                 
                                                                    
                                                                    Overall
                                                                    Ownership
                                                                    Interest
Atlas Energy Ownership Interests as of September 30,   Amount       Percentage
2013:
                                                                    
ATLAS RESOURCE:
General partner interest                               100%         2.0     %
Common units                                           20,962,485   31.3    %
Preferred units                                        3,749,986    5.6     %
Incentive distribution rights                          100%         N/A     
Total Atlas Energy ownership interests in Atlas                     38.9    %
Resource
                                                                    
ATLAS PIPELINE:
General partner interest                               100%         2.0     %
Common units                                           5,754,253    6.2     %
Incentive distribution rights                          100%         N/A     
Total Atlas Energy ownership interests in Atlas                     8.2     %
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)