Atlas Energy, L.P. Reports Operating and Financial Results for the Fourth Quarter and Full Year 2013

  Atlas Energy, L.P. Reports Operating and Financial Results for the Fourth
  Quarter and Full Year 2013

Business Wire

PHILADELPHIA -- February 27, 2014

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

Edward E. Cohen, Chief Executive Officer of Atlas Energy, stated, “For the
Atlas Energy group of companies, 2013 was a good year, although not without
challenge, and 2014 should be even better. Our E&P operations at Atlas
Resource grew substantially in 2013 both from development in attractive
basins, and from accretive acquisitions, and we anticipate future favorable
developments organically and corporately. Atlas Pipeline now has
state-of-the-art processing plants, growing rapidly, easily scalable, located
in the greatest NGL growth areas in North America --- in the Permian and Eagle
Ford basins in Texas, and in the SCOOP and Mississippi Lime areas in Oklahoma.
We look to 2014 --- and to 2015 --- with high confidence.”

ATLS declared a cash distribution of $0.46 per limited partner unit for the
fourth quarter 2013, which represents a $0.16 per unit, or 53%, increase over
the prior year fourth quarter. The fourth quarter 2013 ATLS distribution was
paid on February 19, 2014 to holders of record as of February 10, 2014. ATLS
anticipates cash distributions to be $1.95 to $2.45 per common unit for full
year 2014, based on distribution guidance provided by its subsidiaries, Atlas
Resource Partners, L.P. (NYSE: ARP) (“ARP”) and Atlas Pipeline Partners, L.P.
(NYSE: APL) (“APL”).

Distributions from Subsidiaries

  *On January 29, 2014, ARP, Atlas Energy’s E&P subsidiary, declared a cash
    distribution of $0.58 per limited partner unit for the fourth quarter
    2013, an approximate 4% increase over the third quarter 2013 and a 21%
    increase from the prior year fourth quarter distribution. This
    distribution was paid on February 14, 2014 to holders of record as of
    February 6, 2014. ATLS received approximately $17.2 million of cash
    distributions based upon ARP’s fourth quarter 2013 distribution.
  *On January 28, 2014, APL, Atlas Energy’s midstream subsidiary, declared a
    cash distribution for the fourth quarter 2013 of $0.62 per unit, a 9%
    increase from APL’s prior year quarter. This distribution was paid on
    February 14, 2014 to holders of record as of February 6, 2014. ATLS
    received approximately $9.7 million of cash distributions based upon APL’s
    fourth quarter 2013 distribution.

Recent Events

GeoMet Transaction

On February 14, 2014, ARP announced that it entered into a definitive
agreement to acquire approximately 70 billion cubic feet equivalents of
natural gas proved reserves in West Virginia and Virginia from GeoMet, Inc.
(OTCQB:GMET) and certain of its subsidiaries (collectively, “GeoMet”) for
$107 million, with an effective date of January 1, 2014. The acquisition is
expected to be immediately accretive to ARP’s distributable cash flow per
unit. The purchase price is subject to customary adjustments to implement the
effective date. The transaction is subject to, among other items, approval
from GeoMet’s stockholders.

ARP expects to benefit from the mature, low-decline production from the
acquired assets, which will complement its existing oil and gas base. The
assets consist of approximately proved reserves in West Virginia and Virginia,
and are 100% natural gas and proved developed. Current net production on the
assets is approximately 22 million cubic feet equivalents per day (“Mmcfed”)
from over 400 active wells, with a current expected decline rate of
approximately 10-12%. Current production costs include lease operating costs
of approximately $1.20 per thousand cubic feet (“mcf”), production and ad
valorem taxes of approximately 10%, and transportation and gathering costs of
approximately $0.40/mcf.

ARP’s New Monthly Distribution Policy

ARP declared an initial monthly distribution of $0.1933 per common unit for
the month of January 2014 on February 24, 2014, which is payable on March 17,
2014 to holders of record as of March 7, 2014. ARP previously announced that
its board of directors had approved the modification of its distribution
payment practice to a monthly distribution program. Future monthly cash
distributions will be paid within 45 days following the end of each respective
monthly period. ARP management and the board of directors determined that a
monthly distribution policy more closely aligned the realization and
distribution of cash flow with investors’ interests.

Atlas Energy’s Arkoma Production

ATLS had net production of approximately 12.2 million cubic feet equivalents
per day in the fourth quarter 2013 primarily from its Arkoma assets, with
production margin of approximately $2.4 million in the period. ATLS acquired
this production in July 2013.

ARP’s Fourth Quarter 2013 Highlights

  *Average net daily production for the fourth quarter 2013 was 259.8 Mmcfed,
    an increase of approximately 97% from the prior year comparable quarter.
    The increase in net production from the fourth quarter 2012 was due
    primarily to the acquisition of 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 fourth quarter 2013 in several of ARP’s
    key operating areas, including the Mississippi Lime and Marble Falls.
  *During 2013, ARP continued development on its acreage positions located in
    several attractive U.S. oil and natural gas basins. ARP turned into line
    the following number of gross wells per region during 2013: 82 wells in
    the Marble Falls/Barnett Shale region; 21 wells in the Mississippi Lime
    play in northwestern Oklahoma; 9 wells in the Marcellus Shale (8 of which
    were in Lycoming County, PA); and 5 wells in the Utica Shale play in
    Harrison County, OH.
  *In the fourth quarter 2013, ARP experienced adverse weather conditions in
    several of its operating areas, namely in Texas. As a result, oil and gas
    production from certain areas was restricted for periods of time, which
    directly affected realized production margin for the fourth quarter 2013.
    ARP has estimated the impact was approximately $2.5 million to $3.0
    million to Distributable Cash Flow from weather-related issues in the
    quarter.

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 fourth
quarter 2013 earnings release for additional details on its financial results.

APL’s Fourth Quarter 2013 Highlights

During the fourth quarter 2013, APL increased inlet volumes on its gathering
and processing systems in the Mid Continent region, primarily in Texas and
Oklahoma. APL processed an average of over 1.38 billion cubic feet per day
(“Bcfd”) of natural gas in the fourth quarter 2013 amongst its WestOK, WestTX,
Velma, Arkoma and SouthTX systems, approximately 38% higher than the prior
year comparable quarter’s volumes. APL processed over 118,000 barrels per day
(“bpd”) of natural gas liquids generated from its five processing systems in
highly prolific oil & gas basins.

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 fourth
quarter 2013 earnings release for additional details on its financial results.

Hedge Positions

In connection with its acquisition from EP Energy in July 2013 of 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 February 27, 2014
is provided in the financial tables of this release.

Corporate Expenses

  *Cash general and administrative expense, excluding amounts attributable to
    APL and ARP, was $1.6 million for the fourth quarter 2013, which was
    generally consistent with the third quarter 2013. Please refer to the
    consolidating statements of operations provided in the financial tables of
    this release.
  *Cash interest expense, excluding amounts attributable to APL and ARP, was
    $4.1 million for the fourth quarter 2013, an increase of $0.7 million
    compared to the third quarter 2013. The increase was due a full quarter’s
    interest expense on ATLS’ $240 million term loan credit facility, which
    was entered into in July 2013 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 December 31, 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 fourth quarter 2013 results on
Friday, February 28, 2014 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 1:00 p.m. ET on February 28, 2014 by dialing
888-286-8010, passcode: 19431975.

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 13,000 producing
natural gas and oil wells, located primarily in Appalachia, the Barnett Shale
(TX), the Raton Basin (NM) and BlackWarrior Basin (AL). ARP is also the
largest sponsor of natural gas and oil investment partnerships in the U.S. For
more information, please visit ARP’s 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, Texas, and Tennessee, APL owns and operates 14 active gas
processing plants, 18 gas treating facilities, as well as approximately 11,200
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 APL’s website at
www.atlaspipeline.com or contact IR@atlaspipeline.com.

Cautionary Note Regarding Forward-Looking Statements

This press release 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           Years Ended
                    December 31,                 December 31,
Revenues:           2013          2012          2013           2012
Gas and oil         $ 97,716       $ 31,578      $ 273,906       $ 92,901
production
Well construction     75,590         39,219        167,883         131,496
and completion
Gathering and         600,724        360,386       2,139,694       1,219,815
processing
Administration        3,354          3,224         12,277          11,810
and oversight
Well services         4,789          4,697         19,492          20,041
Gain (loss) on
mark-to-market        (19,271  )     (4,965  )     (28,764   )     31,940
derivatives^(1)
Other, net           (1,273   )    4,865       (6,973    )    13,440    
Total revenues       761,629      439,004     2,577,515     1,521,443 
                                                                 
Costs and
expenses:
Gas and oil           35,341         10,377        100,178         26,624
production
Well construction     65,730         34,197        145,985         114,079
and completion
Gathering and         504,318        298,630       1,802,618       1,009,100
processing
Well services         2,506          2,204         9,515           9,280
General and           41,530         56,931        197,976         165,777
administrative
Chevron
transaction           —              —             —               7,670
expense
Depreciation,
depletion and         94,220         43,048        308,533         142,611
amortization
Asset impairment     81,880       9,507       81,880        9,507     
Total costs and      825,525      454,894     2,646,685     1,484,648 
expenses
                                                                 
Operating income      (63,896  )     (15,890 )     (69,170   )     36,795
(loss)
                                                                 
Gain (loss) on
asset sales and       1,048          39            (2,506    )     (6,980    )
disposal
Interest expense      (40,727  )     (15,890 )     (132,581  )     (46,520   )
Loss on early
extinguishment of    —            —           (26,601   )    —         
debt
                                                                 
Net loss before       (103,575 )     (31,741 )     (230,858  )     (16,705   )
tax
Income tax           1,406        (176    )    2,260         (176      )
benefit (expense)
Net loss              (102,169 )     (31,917 )     (228,598  )     (16,881   )
Loss (income)
attributable to      75,169       17,042      153,231       (35,532   )
non-controlling
interests
Net loss
attributable to     $ (27,000  )   $ (14,875 )   $ (75,367   )   $ (52,413   )
common limited
partners
                                                                 
Net loss
attributable to
common limited
partners per
unit:
Basic and Diluted   $ (0.53    )   $ (0.29   )   $ (1.47     )   $ (1.02     )
                                                                 
Weighted average
common limited
partner units
outstanding:
Basic and Diluted     51,410         51,359        51,387          51,327
                                                                 

       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)
                                                     
                                                     December 31,
ASSETS                                               2013         2012
Current assets:
Cash and cash equivalents                            $ 23,501      $ 36,780
Accounts receivable                                    279,464       196,249
Current portion of derivative asset                    2,066         35,351
Subscriptions receivable                               47,692        55,357
Prepaid expenses and other                            27,612       45,255
Total current assets                                   380,335       368,992
                                                                   
Property, plant and equipment, net                     4,910,875     3,502,609
Intangible assets, net                                 697,234       200,680
Investment in joint venture                            248,301       86,002
Goodwill, net                                          400,356       351,069
Long-term derivative asset                             30,868        16,840
Long-term derivative receivable from Drilling          863           −
Partnerships
Other assets, net                                     123,809      71,002
                                                     $ 6,792,641   $ 4,597,194
                                                                   
LIABILITIES AND PARTNERS’ CAPITAL
                                                                   
Current liabilities:
Current portion of long-term debt                    $ 2,924       $ 10,835
Accounts payable                                       149,279       119,028
Liabilities associated with drilling contracts         49,377        67,293
Accrued producer liabilities                           152,309       109,725
Current portion of derivative liability                17,630        −
Current portion of derivative payable to Drilling      2,676         11,293
Partnerships
Accrued interest                                       47,402        11,556
Accrued well drilling and completion costs             40,899        47,637
Accrued liabilities                                   84,759       103,291
Total current liabilities                              547,255       480,658
                                                                   
Long-term debt, less current portion                   2,886,120     1,529,508
Long-term derivative liability                         387           888
Long-term derivative payable to Drilling               −             2,429
Partnerships
Deferred income taxes, net                             33,290        30,258
Asset retirement obligations and other                 102,713       73,605
                                                                   
Commitments and contingencies
                                                                   
Partners’ Capital:
Common limited partners’ interests                     361,511       456,171
Accumulated other comprehensive income                10,338       9,699
                                                       371,849       465,870
Non-controlling interests                             2,851,027    2,013,978
Total partners’ capital                               3,222,876    2,479,848
                                                     $ 6,792,641   $ 4,597,194
                                                                   

                                              
ATLAS ENERGY, L.P.
Financial and Operating Highlights
(unaudited)
                                                 
                 Three Months Ended              Years Ended
                 December 31,                    December 31,
                 2013           2012            2013           2012
                                                                 
Net loss
attributable
to common        $ (0.53     )   $ (0.29     )   $ (1.47     )   $ (1.02     )
limited
partners per
unit - basic
                                                                 
Cash
distributions    $ 0.46          $ 0.30          $ 1.67          $ 1.07
paid per
unit^(1)
                                                                 
Production
volume: ^
(2)(3)
ATLAS ENERGY:
Natural gas        12,007          −               5,106           −
(Mcfd)
Oil (Bpd)          28              −               7               −
Natural gas       10            −             3             −         
liquids (Bpd)
Total (Mcfed)     12,238        −             5,164         −         
ATLAS
RESOURCES:
Natural gas        229,931         95,845          158,886         69,408
(Mcfd)
Oil (Bpd)          1,413           447             1,329           330
Natural gas       3,569         1,935         3,473         974       
liquids (Bpd)
Total (Mcfed)     259,821       110,137       187,701       77,232    
TOTAL:
Natural gas        241,938         95,845          163,992         69,408
(Mcfd)
Oil (Bpd)          1,441           447             1,336           330
Natural gas       3,579         1,935         3,476         974       
liquids (Bpd)
Total (Mcfed)     272,059       110,137       192,866       77,232    
                                                                 
Average sales
prices:^(3)
Natural gas
(per Mcf) ^      $ 3.63          $ 3.04          $ 3.48          $ 3.29
(4)
Oil (per         $ 90.57         $ 90.76         $ 91.02         $ 94.02
Bbl)^(5)
Natural gas
liquids (per     $ 0.73          $ 0.73          $ 0.68          $ 0.76
gallon)
                                                                 
Production
costs:^(3)(6)
ATLAS ENERGY:
Lease
operating        $ 0.84          $ −             $ 0.81          $ −
expenses per
Mcfe
Production         0.22            −               0.22            −
taxes per Mcfe
Transportation
and
compression       0.51          −             0.53          −         
expenses per
Mcfe
Total
production       $ 1.58         $ −            $ 1.56         $ −         
costs per Mcfe
ATLAS
RESOURCES:
Lease
operating        $ 1.03          $ 0.88          $ 1.09          $ 0.82
expenses per
Mcfe
Production         0.18            0.14            0.18            0.12
taxes per Mcfe
Transportation
and
compression       0.28          0.18          0.24          0.24      
expenses per
Mcfe
Total
production       $ 1.49         $ 1.19         $ 1.50         $ 1.19      
costs per Mcfe
TOTAL:
Lease
operating        $ 1.02          $ 0.88          $ 1.08          $ 0.82
expenses per
Mcfe
Production         0.18            0.14            0.18            0.12
taxes per Mcfe
Transportation
and
compression       0.29          0.18          0.25          0.24      
expenses per
Mcfe
Total
production       $ 1.50         $ 1.19         $ 1.50         $ 1.19      
costs per Mcfe
                                                                 
ATLAS
PIPELINE:
Production
volume:^(3)
Gathered gas       1,486,196       1,100,266       1,426,835       1,026,996
volume(Mcfd)
Processed gas      1,385,589       1,001,883       1,314,596       922,715
volume (Mcfd)
Residue gas        1,173,169       846,794         1,112,137       777,605
volume (Mcfd)
NGL volume         118,809         80,120          114,690         76,807
(Bpd)
Condensate         3,490           3,044           4,146           3,415
volume (Bpd)
                                                                 
Average sales
prices:^(3)
Natural gas      $ 3.39          $ 3.18          $ 3.44          $ 2.62
(per Mcf)
Condensate       $ 88.71         $ 80.75         $ 91.90         $ 87.88
(per Bbl)
Natural gas
liquids (per     $ 0.99          $ 0.90          $ 0.91          $ 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 $3.35 per Mcf and $2.98 per Mcf for the three months ended
       December 31, 2013 and 2012, respectively, and $3.25 per Mcf and $2.60
       per Mcf for the years ended December 31, 2013 and 2012, respectively.
       These amounts exclude the impact of subordination of ARP’s production
       revenues to investor partners within its investor partnerships.
^(4)   Including the effects of this subordination, average natural gas sales
       prices were $3.40 per Mcf ($3.12 per Mcf before the effects of
       financial hedging) and $2.54 per Mcf ($2.48 per Mcf before the effects
       of financial hedging) for the three months ended December 31, 2013 and
       2012, respectively, and $3.23 per Mcf ($3.00 per Mcf before the effects
       of financial hedging) and $2.76 per Mcf ($2.08 per Mcf before the
       effects of financial hedging) for the years ended December 31, 2013 and
       2012, respectively.

       Average sales price for oil before the effects of financial hedging was
       $94.15 per barrel and $87.55 per barrel for the three months ended
^(5)   December 31, 2013 and 2012, respectively, and $95.86 per barrel and
       $91.32 per barrel for the years ended December 31, 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 $0.94 per
       Mcfe ($1.41 per Mcfe for total production costs) and $0.71 per Mcfe
       ($1.02 per Mcfe for total production costs) for the three months ended
       December 31, 2013 and 2012, respectively, and $1.00 per Mcfe ($1.42 per
       Mcfe for total production costs) and $0.58 per Mcfe ($0.94 per Mcfe for
       total production costs) for the years ended December 31, 2013 and 2012,
       respectively.
       

                                                 
ATLAS ENERGY, L.P.
Financial Information
(unaudited; in thousands except per unit amounts)
                                                    
                       Three Months Ended           Years Ended
                       December 31,                 December 31,
Reconciliation of
net loss to non-GAAP   2013          2012          2013          2012
measures^(1):
Net income (loss)      $ (102,169 )   $ (31,917 )   $ (228,598 )   $ (16,881 )
E&P Operations
EBITDA prior to          −              −             −              9,111
spinoff on March 5,
2012^(2)
Atlas Resource net
loss attributable to     12,697         11,274        32,463         34,718
ATLS common limited
partners
Atlas Resource cash
distributions earned     17,224         10,680        58,347         31,270
by ATLS^(3)
Atlas Pipeline net
(income) loss
attributable to ATLS     1,969          (2,501  )     (1,644   )     (15,343 )
common limited
partners
Atlas Pipeline cash
distributions earned     9,662          6,454         36,057         23,024
by ATLS^(3)
Development
Subsidiary net loss
attributable to ATLS     1,760          −             4,418          −
common limited
partners
Development
Subsidiary cash          26             −             26             −
distributions earned
by ATLS^(3)
Non-recurring
spinoff and              320            −             2,151          8,370
acquisition costs
Amortization of
deferred finance         459            51            1,124          230
costs
Depreciation,
depletion and            1,689          −             3,020          −
amortization
Non-cash stock           5,247          4,611         22,971         18,237
compensation expense
Maintenance capital      (300     )     −             (500     )     (1,231  )
expenditures^(4)
Other non-cash           73             (172    )     (2,027   )     (591    )
adjustments
Amortization of
premiums paid on
swaption derivative      −              −             2,287          −
contracts associated
with asset
acquisition^(5)
Loss (income)
attributable to         75,169       17,042      153,231      (35,532 )
non-controlling
interests
Distributable Cash     $ 23,826      $ 15,522     $ 83,326      $ 55,382  
Flow^(1)
                                                                   
Supplemental Adjusted EBITDA and Distributable
Cash Flow Summary:
Atlas Resource Cash
Distributions
Earned^(3):
Limited Partner        $ 14,333       $ 10,062      $ 50,183       $ 29,975
Units
Class A Units (2%)       794            469           2,755          1,146
Incentive               2,097        149         5,409        149     
Distribution Rights
Total Atlas Resource
Cash Distributions      17,224       10,680      58,347       31,270  
Earned^(3)
per limited partner    $ 0.58         $ 0.48        $ 2.19         $ 1.43
unit
                                                                   
Atlas Pipeline Cash
Distributions
Earned^(3):
Limited Partner          3,568          3,337         14,098         13,061
Units
General Partner 2%       1,126          815           4,281          2,776
Interest
Incentive               4,968        2,302       17,678       7,187   
Distribution Rights
Total Atlas Pipeline
Cash Distributions      9,662        6,454       36,057       23,024  
Earned^(3)
per limited partner    $ 0.62         $ 0.58        $ 2.45         $ 2.27
unit
                                                                   
Development
Subsidiary Cash          26             −             26             −
Distributions
Earned^(3)
                                                                   
Total Cash               26,912         17,134        94,430         54,294
Distributions Earned
                                                                   
Production Margin        2,427          −             3,960          −
E&P Operations
Adjusted EBITDA
prior to spinoff on      −              −             −              9,111

March 5, 2012^(2)
Cash general and
administrative           (1,605   )     (1,531  )     (8,256   )     (7,441  )
expenses^(6)
Other, net              458          1           1,188        984     
Adjusted EBITDA^(1)      28,192         15,604        91,322         56,948
Cash interest            (4,066   )     (82     )     (7,496   )     (335    )
expense^(7)
Maintenance capital     (300     )    −           (500     )    (1,231  )
expenditures^(4)
Distributable Cash     $ 23,826      $ 15,522     $ 83,326      $ 55,382  
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      −            −           1,851        −       
through closing
date^(8)
Distributable Cash
Flow with
discretionary
adjustments by the     $ 23,826      $ 15,522     $ 85,177      $ 55,382  
Board of Directors
of the General
Partner^(9)
                                                                   
Distributions          $ 23,650       $ 15,410      $ 85,829       $ 54,937
Paid^(10)
per limited partner    $ 0.46         $ 0.30        $ 1.67         $ 1.07
unit
                                                                   
Excess (shortfall)
of distributable
cash flow with
discretionary                                                
adjustments by the
Board of Directors     $ 176          $ 112         $ (652     )   $ 445
of the General
Partner after
distributions to
unitholders^(11)

_________________________________________
         Although not prescribed under generally accepted accounting
         principles (“GAAP”), ATLS’ management believes the presentation of
         EBITDA, Adjusted EBITDA and Distributable Cash Flow 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
^(1)    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
         expenditure projects; and
         -- Ability to comply with financial covenants in its 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 year ended December 31, 2012.
         Represents the cash distribution paid by ARP, APL and its new
^(3)     Development Subsidiary within 45 days after the end of each quarter,
         based upon the distributable cash flow generated during the
         respective quarter.
         Production from 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
^(4)     wells it expects 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
^(5)     volumes over 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
^(8)     characterized as purchase price adjustments and are reflected in the
         net purchase price paid for the acquired assets, rather than
         reflected as components of net income or loss for the period. For the
         year ended December 31, 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 $28.2 million and
         $15.6 million for the three months ended December 31, 2013 and 2012,
         respectively, and $95.1 million and $56.9 million for the years ended
         December 31, 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)
                 
                 
                 December 31, 2013
                 Atlas        Atlas          Atlas         
                 Energy        Resource        Pipeline        Consolidated
Total debt       $ 239,400     $ 942,334       $ 1,707,310     $ 2,889,044
Less: Cash        (16,759 )    (1,828    )    (4,914    )    (23,501       )
Total net debt     222,641       940,506         1,702,396       2,865,543
                                                               
Partners’         371,849     1,067,291     2,259,905     3,222,876^(1) 
capital
                                                               
Total            $ 594,490    $ 2,007,797    $ 3,962,301    $ 6,088,419     
capitalization
                                                               
Ratio of net
debt to          0.37x
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 February 28, 2014)
          
          
          
Natural Gas
                                                 
          Fixed Price Swaps
                               Average
          Production Period    Fixed Price       Volumes
          Ended December 31,   (per mmbtu)^(a)   (mmbtus)^(a)
          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.
         

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

Three Months Ended December 31, 2013
                                                                           
                  Atlas         Atlas         Atlas
                  Energy        Resource      Pipeline      Eliminations   Consolidated
Revenues:
Gas and oil       $ 4,423       $ 93,293      $ −           $   −          $ 97,716
production
Well
construction        −             75,590        −               −            75,590
and completion
Gathering and       −             4,037         596,768         (81    )     600,724
processing
Administration      −             3,354         −               −            3,354
and oversight
Well services       −             4,789         −               −            4,789
Loss on
mark-to-market      −             −             (19,271 )       −            (19,271  )
derivatives
Other, net         385         133         (1,791  )      −          (1,273   )
Total revenues     4,808       181,196     575,706       (81    )    761,629  
                                                                           
Costs and
expenses:
Gas and oil         1,774         33,567        −               −            35,341
production
Well
construction        −             65,730        −               −            65,730
and completion
Gathering and       −             4,245         500,154         (81    )     504,318
processing
Well services       −             2,506         −               −            2,506
General and         10,189        14,296        17,045          −            41,530
administrative
Depreciation,
depletion and       1,822         51,702        40,696          −            94,220
amortization
Asset              −           38,014      43,866        −          81,880   
impairment
Total costs and    13,785      210,060     601,761       (81    )    825,525  
expenses
                                                                           
Operating           (8,977  )     (28,864 )     (26,055 )       −            (63,896  )
income (loss)
                                                                           
Gain on asset
sales and           −             1,048         −               −            1,048
disposal
Interest            (4,525  )     (12,179 )     (24,023 )       −            (40,727  )
expense
Loss on early
extinguishment     −           −           −             −          −        
of debt
                                                                           
Net loss before     (13,502 )     (39,995 )     (50,078 )       −            (103,575 )
tax
Income tax         −           −           1,406         −          1,406    
benefit
Net loss            (13,502 )     (39,995 )     (48,672 )       −            (102,169 )
(Income) loss
attributable to    −           −           (2,282  )      77,451     75,169   
non-controlling
interests
Net loss
attributable to   $ (13,502 )   $ (39,995 )   $ (50,954 )   $   77,451    $ (27,000  )
common limited
partners
                                                                           

                                                                    
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
                                                                          
Net loss before     (6,102 )     (18,908 )     (6,731  )       −             (31,741 )
tax
Income tax         −          −           (176    )      −           (176    )
expense
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)

Year Ended December 31, 2013
                                                                             
                  Atlas         Atlas         Atlas
                  Energy        Resource      Pipeline        Eliminations   Consolidated
Revenues:
Gas and oil       $ 7,123       $ 266,783     $ −             $  −           $ 273,906
production
Well
construction        −             167,883       −                −             167,883
and completion
Gathering and       −             15,676        2,124,321        (303    )     2,139,694
processing
Administration      −             12,277        −                −             12,277
and oversight
Well services       −             19,492        −                −             19,492
Loss on
mark-to-market      −             −             (28,764   )      −             (28,764   )
derivatives
Other, net         927         (14,456 )    6,556          −           (6,973    )
Total revenues     8,050       467,655     2,102,113      (303    )    2,577,515 
                                                                             
Costs and
expenses:
Gas and oil         2,941         97,237        −                −             100,178
production
Well
construction        −             145,985       −                −             145,985
and completion
Gathering and       −             18,012        1,784,909        (303    )     1,802,618
processing
Well services       −             9,515         −                −             9,515
General and         39,052        78,063        80,861           −             197,976
administrative
Depreciation,
depletion and       3,153         136,763       168,617          −             308,533
amortization
Asset              −           38,014      43,866         −           81,880    
impairment
Total costs and    45,146      523,589     2,078,253      (303    )    2,646,685 
expenses
                                                                             
Operating           (37,096 )     (55,934 )     23,860           −             (69,170   )
income (loss)
                                                                             
Loss on asset
sales and           −             (987    )     (1,519    )      −             (2,506    )
disposal
Interest            (8,620  )     (34,324 )     (89,637   )      −             (132,581  )
expense
Loss on early
extinguishment     −           −           (26,601   )     −           (26,601   )
of debt
                                                                             
Net loss before     (45,716 )     (91,245 )     (93,897   )      −             (230,858  )
tax
Income tax         −           −           2,260          −           2,260     
benefit
Net loss            (45,716 )     (91,245 )     (91,637   )      −             (228,598  )
(Income) loss
attributable to    −           −           (6,975    )     160,206     153,231   
non-controlling
interests
Net loss
attributable to   $ (45,716 )   $ (91,245 )   $ (98,612   )   $  160,206    $ (75,367   )
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
                                                                             
Net income
(loss) before       (33,038 )     (51,902 )     68,235           −             (16,705   )
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.
CONDENSED CONSOLIDATING BALANCE SHEETS
(unaudited; in thousands)
December 31, 2013
                                                                               
                  Atlas       Atlas           Atlas
ASSETS            Energy      Resource        Pipeline        Eliminations     Consolidated
Current assets:
Cash and cash     $ 16,759    $ 1,828         $ 4,914         $ −              $  23,501
equivalents
Accounts            1,345       58,822          219,297         −                 279,464
receivable
Receivable from
(advances from)     29,654      (26,742   )     (2,912    )     −                 −
affiliates
Current portion
of derivative       1           1,891           174             −                 2,066
asset
Subscriptions       −           47,692          −               −                 47,692
receivable
Prepaid
expenses and       122        10,097        17,393        −               27,612
other
Total current       47,881      93,588          238,866         −                 380,335
assets
                                                                               
Property, plant
and equipment,      65,865      2,120,818       2,724,192       −                 4,910,875
net
Intangible          −           963             696,271         −                 697,234
assets, net
Investment in       −           −               248,301         −                 248,301
joint venture
Goodwill, net       −           31,784          368,572         −                 400,356
Long-term
derivative          1,514       27,084          2,270           −                 30,868
asset
Long-term
derivative
                    −           863             −               −                 863
receivable from
Drilling
Partnerships
Investment in       476,169     −               −               (476,169   )      −
subsidiaries
Other assets,      35,390     41,958        46,461        −               123,809
net
                  $ 626,819   $ 2,317,058    $ 4,324,933    $ (476,169   )   $  6,792,641
                                                                               
LIABILITIES AND
PARTNERS’
CAPITAL
                                                                               
Current
liabilities:
Current portion
of long-term      $ 2,400     $ −             $ 524           $ −              $  2,924
debt
Accounts            882         69,346          79,051          −                 149,279
payable
Liabilities
associated with     −           49,377          −               −                 49,377
drilling
contracts
Accrued
producer            −           −               152,309         −                 152,309
liabilities
Current portion
of derivative       33          6,353           11,244          −                 17,630
liability
Current portion
of derivative
payable to          −           2,676           −               −                 2,676
Drilling
Partnerships
Accrued             43          20,622          26,737          −                 47,402
interest
Accrued well
drilling and        418         40,481          −               −                 40,899
completion
costs
Accrued            9,192      28,118        47,449        −               84,759
liabilities
Total current       12,968      216,973         317,314         −                 547,255
liabilities
                                                                               
Long-term debt,
less current        237,000     942,334         1,706,786       −                 2,886,120
portion
Long-term
derivative          −           67              320             −                 387
liability
Deferred income     −           −               33,290          −                 33,290
taxes, net
Asset
retirement          5,002       90,393          7,318           −                 102,713
obligations and
other
                                                                               
Partners’
Capital:
Common limited
partners’           361,511     1,041,592       2,200,645       (3,242,237 )      361,511
interests
Accumulated
other              10,338     25,699        −             (25,699    )     10,338
comprehensive
income
                    371,849     1,067,291       2,200,645       (3,267,936 )      371,849
Non-controlling    −          −             59,260        2,791,767       2,851,027
interests
Total partners’    371,849    1,067,291     2,259,905     (476,169   )     3,222,876
capital
                  $ 626,819   $ 2,317,058    $ 4,324,933    $ (476,169   )   $  6,792,641
                                                                               

                                                                         
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
Intangible          −           1,320           199,360         −                 200,680
assets, net
Long-term
derivative          −           8,898           7,942           −                 16,840
asset
Goodwill, net       −           31,784          319,285         −                 351,069
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 December 31,    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
                                                                    
DEVELOPMENT SUBSIDIARY:
General partner interest                               83.1%        2.0     %
Common units                                           200,010      18.3    %
Incentive distribution rights                          83.1%        N/A     
Total Atlas Energy ownership interests in                           20.3    %
Development Subsidiary
                                                                    
ATLAS PIPELINE:
General partner interest                               100%         2.0     %
Common units                                           5,754,253    6.1     %
Incentive distribution rights                          100%         N/A     
Total Atlas Energy ownership interests in Atlas                     8.1     %
Pipeline
                                                                    
LIGHTFOOT CAPITAL PARTNERS, GP LLC:
Approximate general partner ownership interest                      15.9    %
Approximate limited partner ownership interest                      12.0    %
                                                                    

Contact:

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