8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 9, 2014 (July 1, 2014)

The Williams Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-4174	73-0569878
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Williams Center, Tulsa, Oklahoma	74172
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: 918-573-2000

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed in its Current Report on Form 8-K filed on July 1, 2014, The Williams Companies, Inc. (the “Company”) completed the acquisition of all of the interests in Access Midstream Partners, L.P. (“ACMP”) held by Global Infrastructure Partners II, pursuant to the purchase agreement dated June 14, 2014. This Form 8-K/A amends the Current Report on Form 8-K referred to above to include the financial statements of the business acquired and the pro forma financial information both as required by Item 9.01 of Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited financial statements of ACMP, for the year ended December 31, 2013, and the unaudited financial statements of ACMP, for the quarterly period ended June 30, 2014, are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

(b) Pro Forma Financial Information.

The Unaudited Pro Forma Condensed Combined Balance Sheet of the Company, as of June 30, 2014 and the Unaudited Pro Forma Condensed Combined Statements of Income for the six months ended June 30, 2014 and the year ended December 31, 2013 and Notes thereto are attached hereto as Exhibit 99.3 and incorporated herein by reference.

(d) Exhibits.

Exhibit No.		Description
23.1	—	Consent of PricewaterhouseCoopers LLP.
99.1	—	Audited financial statements of Access Midstream Partners, L.P., for the year ended December 31, 2013.
99.2	—	Unaudited financial statements of Access Midstream Partners, L.P., for the quarterly period ended June 30, 2014.
99.3	—	Unaudited Pro Forma Condensed Combined Balance Sheet of The Williams Companies, Inc., as of June 30, 2014 and the Unaudited Pro Forma Condensed Combined Statements of Income for the six months ended June 30, 2014 and the year ended December 31, 2013 and Notes thereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE WILLIAMS COMPANIES, INC.
/s/ Ted T. Timmermans
Name:	Ted T. Timmermans
Title:	Vice President, Controller and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)

DATED: September 9, 2014

Exhibit No.		Description
23.1	—	Consent of PricewaterhouseCoopers LLP.
99.1	—	Audited financial statements of Access Midstream Partners, L.P., for the year ended December 31, 2013.
99.2	—	Unaudited financial statements of Access Midstream Partners, L.P., for the quarterly period ended June 30, 2014.
99.3	—	Unaudited Pro Forma Condensed Combined Balance Sheet of The Williams Companies, Inc., as of June 30, 2014 and the Unaudited Pro Forma Condensed Combined Statements of Income for the six months ended June 30, 2014 and the year ended December 31, 2013 and Notes thereto.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in the Registration Statements on Forms S-3 (Nos. 333-29185, 333-106504, and 333-181644), and S-8 (Nos. 333-03957, 333-85542, 333-85546, 333-142985, 333-167123, and 333-198050) of The Williams Companies, Inc., of our report dated February 21, 2014 except for Note 16 for the inclusion of the Guarantor Condensed Consolidated Financial Information which is dated March 3, 2014, relating to the consolidated financial statements of Access Midstream Partners L.P., which appears in this Current Report on Form 8-K/A of The Williams Companies, Inc. dated July 1, 2014.

/s/ PricewaterhouseCoopers LLP

Tulsa, Oklahoma

September 9, 2014

EX-99.1

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Access Midstream Partners GP, L.L.C., as General Partner of Access Midstream Partners, L.P. and the Unitholders:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in partners’ capital and of cash flows present fairly, in all material respects, the financial position of Access Midstream Partners, L.P. and its subsidiaries (the “Partnership”) at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Prior to December 2012, as discussed in Notes 5 and 6 to the accompanying consolidated financial statements, Access Midstream Partners, L.P. earned substantially all of its revenues and had other significant transactions with affiliated entities.

/s/ PricewaterhouseCoopers LLP

Tulsa, OK

February 21, 2014, except for Note 16 for the inclusion of the Guarantor Condensed Consolidating Financial Information which is dated March 3, 2014

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ACCESS MIDSTREAM PARTNERS, L.P.

CONSOLIDATED BALANCE SHEETS

	December 31, 2013			December 31, 2012
	($ in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	17,229		$	64,994
Accounts receivable		222,409			133,543
Prepaid expenses		10,182			13,978
Other current assets		8,111			7,251
Total current assets		257,931			219,766
Property, plant and equipment:
Gathering systems		5,974,940			5,125,746
Other fixed assets		175,411			96,916
Less: Accumulated depreciation		(859,551	)		(590,614	)
Total property, plant and equipment, net		5,290,800			4,632,048
Investments in unconsolidated affiliates		1,936,603			1,297,811
Intangible customer relationships, net		372,391			355,217
Deferred loan costs, net		59,721			56,258
Total assets	$	7,917,446		$	6,561,100
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	37,520		$	47,987
Accrued liabilities		268,952			211,274
Total current liabilities		306,472			259,261
Long-term liabilities:
Long-term debt		3,249,230			2,500,000
Other liabilities		8,954			5,333
Total long-term liabilities		3,258,184			2,505,333
Commitments and contingencies (Note 12)
Partners’ capital:
Common units (177,801,147 and 97,324,453 issued and outstanding at December 31, 2013 and 2012, respectively)		3,343,145			2,188,241
Subordinated units (zero and 69,076,122 issued and outstanding at December 31, 2013 and 2012)		—			834,001
Class B units (12,424,358 and 11,858,050 issued and outstanding at December 31, 2013 and 2012, respectively)		318,472			273,858
Class C units (11,199,268 and 11,199,268 issued and outstanding at December 31, 2013 and 2012, respectively)		322,896			295,551
General partner interest		114,393			93,182
Total partners’ capital attributable to Access Midstream Partners, L.P.		4,098,906			3,684,833
Noncontrolling interest		253,884			111,673
Total partners’ capital		4,352,790			3,796,506
Total liabilities and partners’ capital	$	7,917,446		$	6,561,100

The accompanying notes are an integral part of the consolidated financial statements.

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ACCESS MIDSTREAM PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
	($ in thousands, except per unit data)
Revenues	$	1,073,222		$	608,447		$	565,929
Operating expenses
Operating expenses		338,716			197,639			176,851
Depreciation and amortization expense		296,179			165,517			136,169
General and administrative expense		104,332			67,579			40,380
Other operating (income) expense		2,092			(766	)		739
Total operating expenses		741,319			429,969			354,139
Operating income		331,903			178,478			211,790
Other income (expense)
Income from unconsolidated affiliates		130,420			67,542			433
Interest expense (Note 11)		(116,778	)		(64,739	)		(14,884	)
Other income		827			320			287
Income before income tax expense		346,372			181,601			197,626
Income tax expense		5,223			3,214			3,289
Net income		341,149			178,387			194,337
Net income (loss) attributable to noncontrolling interests		5,124			(68	)		—
Net income attributable to Access Midstream Partners, L.P.	$	336,025		$	178,455		$	194,337
Limited partner interest in net income
Net income attributable to Access Midstream Partners, L.P.	$	336,025		$	178,455		$	194,337
Less general partner interest in net income		(40,681	)		(8,481	)		(5,070	)
Limited partner interest in net income	$	295,344		$	169,974		$	189,267
Net income per limited partner unit – basic and diluted
Common units	$	1.01		$	1.11		$	1.37
Subordinated units(1)	$	0.93		$	1.14		$	1.37

⁽¹⁾  All outstanding subordinated units were converted into common on a one-for-one basis on August 15, 2013. For purposes of calculating net income per subordinated unit, 227 days of activity are reflected in the year ended December 31, 2013. See Note 3 to the consolidated financial statements.

The accompanying notes are an integral part of the consolidated financial statements.

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ACCESS MIDSTREAM PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011
	($ in thousands)
Cash flows from operating activities:
Net income	$	341,149		$	178,387		$	194,337
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		296,179			165,517			136,169
Income from unconsolidated affiliates		(130,420	)		(67,542	)		(433	)
Other non-cash items		20,577			8,296			6,486
Distribution of earnings received from unconsolidated affiliates		82,871			—			—
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(97,507	)		18,484			31,501
(Increase) decrease in other assets		2,244			(9,925	)		(292	)
Increase (decrease) in accounts payable		(10,492	)		8,800			11,258
Increase in accrued liabilities		59,361			16,113			19,990
Net cash provided by operating activities		563,962			318,130			399,016
Cash flows from investing activities:
Additions to property, plant and equipment		(1,058,599	)		(350,500	)		(418,834	)
Acquisition of gathering system assets		—			(2,160,000	)		—
Investment in unconsolidated affiliates		(572,370	)		(185,039	)		(600,000	)
Proceeds from sale of assets		74,551			9,574			1,730
Net cash used in investing activities		(1,556,418	)		(2,685,965	)		(1,017,104	)
Cash flows from financing activities:
Proceeds from long-term debt borrowings		2,015,700			1,387,800			1,576,700
Payments on long-term debt borrowings		(1,672,200	)		(2,100,700	)		(1,112,900	)
Proceeds from issuance of common units		449,312			569,255			—
Proceeds from issuance of Class B units		—			343,000			—
Proceeds from issuance of Class C units		—			343,000			—
Proceeds from issuance of senior notes		414,094			2,150,000			350,000
Distributions to unit holders		(389,128	)		(251,720	)		(200,897	)
Capital contributions from noncontrolling interests		151,976			—			—
Payments on capital lease obligations		(3,552	)		—			—
Payments on leasehold improvement financing		(17,798	)		—			—
Debt issuance costs		(12,414	)		(39,626	)		(11,332	)
Initial public offering costs		—			—			(1,280	)
Other adjustments		8,701			31,798			3
Net cash provided by financing activities		944,691			2,432,807			600,294
Net increase (decrease) in cash and cash equivalents		(47,765	)		64,972			(17,794	)
Cash and cash equivalents, beginning of period		64,994			22			17,816
Cash and cash equivalents, end of period	$	17,229		$	64,994		$	22
Supplemental disclosure of non-cash investing activities:
Changes in accounts payable and other liabilities related to purchases of property, plant and equipment	$	7,434		$	60,427		$	8,589
Changes in other liabilities related to asset retirement obligations	$	(1,314	)	$	(133	)	$	324
Property, plant and equipment acquired under capital lease	$	(9,370	)	$	—		$	—
Property, plant and equipment acquired through leasehold improvement financing	$	(17,798	)	$	—		$	—
Supplemental disclosure of non-cash financing activities:
Issuance of 9,791,605 units to Chesapeake for acquisition of Appalachia Midstream	$	—		$	—		$	279,257
Issuance of general partner interests	$	—		$	—		$	5,702
Supplemental disclosure of cash payments for interest, net of capitalized interest	$	39,939		$	30,292		$	16,957
Supplemental disclosure of cash payments for taxes	$	3,300		$	2,900		$	2,830

The accompanying notes are an integral part of the consolidated financial statements.

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ACCESS MIDSTREAM PARTNERS, L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

	Partners’ Equity																		Total
	Limited Partners												General Partner			Non controlling Interest
	Common			Subordinated			Class B			Class C
Balance at December 31, 2010	$	1,285,619		$	873,304		$	—		$	—		$	35,645		$	—		$	2,194,568
Net income		94,896			94,371			—			—			5,070			—			194,337
Distribution to unitholders		(98,446	)		(98,434	)		—			—			(4,017	)		—			(200,897	)
Initial public offering costs		(1,280	)		—			—			—			—			—			(1,280	)
Non-cash equity based compensation		1,458			—			—			—			—			—			1,458
Issuance of common units		279,257			—			—			—			—			—			279,257
Issuance of general partner interests		—			—			—			—			5,702			—			5,702
Balance at December 31, 2011	$	1,561,504		$	869,241		$	—		$	—		$	42,400		$	—		$	2,473,145
Net income		90,822			78,736			214			202			8,481			(68	)		178,387
Distribution to unitholders		(130,204	)		(113,976	)		—			—			(7,540	)		—			(251,720	)
Contributions from noncontrolling interest owners		—			—			—			—			—			111,741			111,741
Non-cash equity based compensation		3,695			—			—			—			—			—			3,695
Issuance of common units		569,255			—			—			—			—			—			569,255
Issuance of Class B units		—			—			331,148			—			—			—			331,148
Issuance of Class C units		—			—			—			331,115			—			—			331,115
Issuance of general partner interests		—			—			—			—			49,841			—			49,841
Beneficial conversion feature of Class B and Class C units		95,073			—			(58,328	)		(36,745	)		—			—			—
Amortization of beneficial conversion feature of Class B and Class C units		(1,803	)		—			824			979			—			—			—
Other adjustments		(101	)		—			—			—			—			—			(101	)
Balance at December 31, 2012	$	2,188,241		$	834,001		$	273,858		$	295,551		$	93,182		$	111,673		$	3,796,506
Net income		206,236			54,479			18,055			16,574			40,681			5,124			341,149
Distributions to unitholders		(241,080	)		(96,879	)		—			(21,699	)		(29,470	)		—			(389,128	)
Conversion of subordinated units to common units		791,601			(791,601	)		—			—			—			—			—
Contributions from noncontrolling interest owners		—			—			—			—			—			137,087			137,087
Non-cash equity based compensation		7,864			—			—			—			—			—			7,864
Issuance of common units		449,312			—			—			—			—			—			449,312
Issuance of general partner interests		—			—			—			—			10,000			—			10,000
Beneficial conversion feature of Class B units		1,317			—			(1,317	)		—			—			—			—
Amortization of beneficial conversion Feature of Class B and Class C units		(60,346	)		—			27,876			32,470			—			—			—
Balance at December 31, 2013	$	3,343,145		$	—		$	318,472		$	322,896		$	114,393		$	253,884		$	4,352,790

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ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Basis of Presentation

Basis of presentation. Access Midstream Partners, L.P. (the “Partnership”), a Delaware limited partnership formed in January 2010, is principally focused on natural gas gathering, the first segment of midstream energy infrastructure that connects natural gas produced at the wellhead to third-party takeaway pipelines. The Partnership is the industry’s largest gathering and processing master limited partnership as measured by throughput volume. The Partnership’s assets are located in Arkansas, Kansas, Louisiana, Ohio, Oklahoma, Pennsylvania, Texas, West Virginia and Wyoming. The Partnership provides gathering, treating and compression services to Chesapeake Energy Corporation (“Chesapeake”), Total Gas and Power North America, Inc. (“Total”), Statoil ASA (“Statoil”), Anadarko Petroleum Corporation (“Anadarko”), Mitsui & Co., Ltd. (“Mitsui”) and other producers under long-term, fixed-fee contracts.

For purposes of these financial statements, the “GIP I Entities” refers to, collectively, GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P. and GIP-C Holding (CHK), L.P., the “GIP II Entities” refers to certain entities affiliated with Global Infrastructure Investors II, LLC, and “GIP” refers to the GIP I Entities and their affiliates and the GIP II Entities, collectively. “Williams” refers to The Williams Companies, Inc. (NYSE: WMB).

The accompanying consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). To conform to these accounting principles, management makes estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. These estimates are evaluated on an ongoing basis, utilizing historical experience and other methods considered reasonable under the particular circumstances. Although these estimates are based on management’s best available knowledge at the time, changes in facts and circumstances or discovery of new facts or circumstances may result in revised estimates and actual results may differ from these estimates. Effects on the Partnership’s business, financial position and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revision become known.

Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation.

Offerings and acquisitions.

GIP II Entities acquisition. During the second quarter of 2012, the GIP II Entities acquired Chesapeake’s 50 percent interest in the Partnership’s general partner and all of the common units and subordinated units in the Partnership that were previously held by Chesapeake. The remaining 50 percent interest in the Partnership’s general partner continued to be owned by the GIP I Entities.

Marcellus acquisition. On December 29, 2011, the Partnership acquired from CMD, all of the issued and outstanding equity interests in Appalachia Midstream Services, L.L.C. (“Appalachia Midstream”) for total consideration of $879.3 million, consisting of 9,791,605 common units and $600.0 million in cash that was financed with a draw on the Partnership’s revolving credit facility. Through the acquisition of Appalachia Midstream, the Partnership operates 100 percent of and owns an approximate average 47 percent interest in 10 gas gathering systems that consist of approximately 549 miles of gas gathering pipeline in the Marcellus Shale. The remaining 53 percent interest in these assets is owned primarily by Statoil ASA (“Statoil”), Anadarko Petroleum Corporation (“Anadarko”), Epsilon Energy Ltd. (“Epsilon”), Mitsui & Co., Ltd. (“Mitsui”). Appalachia Midstream operates the assets under 15-year fixed fee gathering agreements. The gathering agreements include significant acreage dedications and cost of service mechanisms. EBITDA exceeded the $100 million and $150 million targets in 2012 and 2013 and no additional revenue related to the commitment was recognized.

CMO acquisition. On December 20, 2012, the Partnership acquired from Chesapeake Midstream Development, L.P. (“CMD”), a wholly owned subsidiary of Chesapeake, and certain of CMD’s affiliates, 100 percent of the issued and outstanding equity interests in Chesapeake Midstream Operating, L.L.C. (“CMO”) for total consideration of $2.16 billion (the “CMO Acquisition”). As a result of the CMO Acquisition, the Partnership owns certain midstream assets in the Eagle Ford, Utica and Niobrara regions. The CMO Acquisition also extended the Partnership’s existing assets and operations in the Haynesville, Marcellus and Mid-Continent regions. The acquired assets included, in the aggregate, approximately 1,675 miles of pipeline and 4.3 million (gross) dedicated acres as of the date of the acquisition. The Partnership also

6

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

assumed various gas gathering and processing agreements associated with the assets that have terms ranging from 10 to 20 years and that, in certain cases, include cost of service or fee redetermination mechanisms.

Equity Issuance. On August 2, 2013, the Partnership entered into an Equity Distribution Agreement (“ATM”) under which it may offer and sell common units, in amounts, at prices and on terms to be determined by market conditions and other factors, having an aggregate market value of up to $300 million. The Partnership is under no obligation to issue equity under the ATM. For the year ended December 31, 2013, the Partnership sold an aggregate of 0.9 million common units under the ATM for aggregate gross proceeds of approximately $50.1 million and an approximate $1.0 million capital contribution from the Partnership’s general partner to maintain its two percent general partner interest. The Partnership used the proceeds for general partnership purposes.

On April 2, 2013, the Partnership completed an equity offering of 10.35 million common units, including 1.35 million common units issued pursuant to the underwriters’ exercise of their option to purchase additional common units, at a price of $39.86 per common unit.

The Partnership received offering proceeds (net of underwriting discounts and commissions) of $399.8 million from the equity offering, including proceeds from the underwriters’ exercise of their option to purchase additional common units, plus an approximate $8.4 million capital contribution from the Partnership’s general partner to maintain its two percent general partner interest. The proceeds were used for general partnership purposes, including repayment of amounts outstanding under the Partnership’s revolving credit facility.

On December 18, 2012, the Partnership completed an equity offering of 18.4 million common units (such amount includes 2.4 million common units issued pursuant to the exercise of the underwriters’ over-allotment option) representing limited partner interest in the Partnership, at a price of $32.15 per common unit.

The Partnership received gross offering proceeds (net of underwriting discounts, commissions and offering expenses) from the equity offering of approximately $569.3 million, including the exercise of the option to purchase additional units. The Partnership used the net proceeds to pay a portion of the purchase price for the CMO Acquisition.

Subscription Agreement. On December 20, 2012, the Partnership sold 5.9 million Class B units to each of the GIP II Entities and Williams and 5.6 million Class C units to each of the GIP II Entities and Williams, in each case pursuant to the subscription agreement. The Partnership received aggregate proceeds of approximately $712.1 million in exchange for the sale of Class B units and Class C units, inclusive of the capital contribution made by its general partner to maintain its 2.0 percent interest in the Partnership following the issuance of common, Class B and Class C units.

The results of operations presented and discussed in this annual report include results of operations from CMO for the twelve-day period from closing of the CMO Acquisition on December 20, 2012 through December 31, 2012.

Williams Acquisition. Concurrently with the CMO Acquisition, the GIP I Entities sold to Williams 34,538,061 of the Partnership’s subordinated units and 50% of the outstanding equity interests in Access Midstream Ventures, L.L.C., the sole member of the Partnership’s general partner (“Access Midstream Ventures”), for cash consideration of approximately $1.8 billion (the “Williams Acquisition”). The Partnership did not receive any cash proceeds from the Williams Acquisition. As a result of the closing of the Williams Acquisition, the GIP II Entities and Williams together own and control the Partnership’s general partner and the GIP I Entities no longer have any ownership interest in the Partnership or its general partner.

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ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Limited partner and general partner units.

The following table summarizes common, subordinated, Class B, Class C and general partner units issued during the years ended December 31, 2013, 2012 and 2011:

	Limited Partner Units									General Partner Interests		Total
	Common		Subordinated			Class B		Class C
Balance at December 31, 2010		69,083,265		69,076,122			—		—		2,819,434		140,978,821
Long-term incentive plan awards		1,773		—			—		—		172		1,945
December 2011 equity issuance		9,791,605		—			—		—		199,838		9,991,443
Balance at December 31, 2011		78,876,643		69,076,122			—		—		3,019,444		150,972,209
Long-term incentive plan awards		47,810		—			—		—		976		48,786
December 2012 equity issuance		18,400,000		—			11,858,050		11,199,268		846,068		42,303,386
Balance at December 31, 2012		97,324,453		69,076,122			11,858,050		11,199,268		3,866,488		193,324,381
Long-term incentive plan awards		98,242		—			—		—		2,006		100,248
April 2013 equity issuance		10,350,000		—			—		—		211,224		10,561,224
Conversion of subordinated units to common units		69,076,122		(69,076,122	)		—		—		—		—
ATM equity issuance		952,330		—			—		—		19,435		971,765
Paid-in-kind Class B unit distributions		—		—			566,308		—		11,557		577,865
Balance at December 31, 2013		177,801,147		—			12,424,358		11,199,268		4,110,710		205,535,483

Holdings of partnership equity. At December 31, 2013, the GIP II Entities held 2,055,355 notional general partner units representing a 1.0 percent general partner interest in the Partnership, 50 percent of the Partnership’s incentive distribution rights, 52,342,727 common units, 6,212,179 Class B units and 5,599,634 Class C units. The GIP II Entities’ ownership represents an aggregate 31.2 percent limited partner interest in the Partnership. Williams held 2,055,355 notional general partner units representing a 1.0 percent general partner interest in the Partnership, 50.0 percent of the Partnership’s incentive distribution rights, 34,538,061 common units, 6,212,179 Class B units and 5,599,634 Class C units. Williams ownership represents an aggregate 22.6 percent limited partner interest in the Partnership. The public held 90,920,359 common units, representing a 44.2 percent limited partner interest in the Partnership.

2. Summary of Significant Accounting Policies

Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosure of contingencies. Significant estimates include: (1) estimated useful lives of assets, which impacts depreciation and amortization; (2) accruals related to revenues, expenses and capital costs; (3) liability and contingency accruals; and (4) cost allocations. Although management believes these estimates are reasonable, actual results could differ from the Partnership’s estimates.

Cash and cash equivalents. For purposes of the consolidated financial statements, investments in all highly liquid instruments with original maturities of three months or less at date of purchase are considered to be cash equivalents. The Partnership had approximately $17.2 million and $65.0 million of cash and cash equivalents as of December 31, 2013 and 2012, respectively. Book overdrafts are checks that have been issued before the end of the period, but not presented

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to the bank for payment before the end of the period. At December 31, 2013 and 2012, book overdrafts of $25.1 million and $30.0 million, respectively, were included in accounts payable.

Accounts receivable. The majority of accounts receivable relate to gathering and treating activities. Accounts receivable included in the balance sheets are reflected net of an allowance for doubtful accounts, if warranted. At December 31, 2013 and 2012, the Partnership had no allowance for doubtful accounts.

Property, plant and equipment. Property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs that do not add capacity or extend the useful life of an asset are expensed as incurred. The carrying value of the assets is based on estimates, assumptions and judgments relative to useful lives and salvage values. As assets are disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in operating expenses in the statements of operations.

Depreciation. Depreciation is calculated using the straight-line method, based on the assets’ estimated useful lives. These estimates are based on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Amortization of assets recorded under capital leases is included in depreciation expense.

Impairment of long-lived assets. Long-lived assets with recorded values that are not expected to be recovered through future cash flows are written down to estimated fair value. Assets are tested for impairment when events or circumstances indicate that the carrying value may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment loss equal to the amount that the carrying value exceeds the fair value of the asset is recognized. Fair value is determined using an income approach whereby the expected future cash flows are discounted using a rate management believes a market participant would assume is reflective of the risks associated with achieving the underlying cash flows.

Equity Method Investments. The equity method of accounting is used to account for the Partnership’s interest in Utica East Ohio Midstream LLC and Ranch Westex JV, LLC, which the Partnership acquired as part of the CMO Acquisition. The equity method is also used to account for the Partnership’s various ownership interests in 10 gas gathering systems in the Marcellus Shale. See Note 1 – Description of Business and Basis of Presentation for more information on the acquisitions.

Asset retirement obligations. Management recognizes a liability based on the estimated costs of retiring tangible long-lived assets. The liability is recognized at the Partnership’s fair value measured using expected discounted future cash outflows of the asset retirement obligation when the obligation originates, which generally is when an asset is acquired or constructed. The carrying amount of the associated asset is increased commensurate with the liability recognized. Accretion expense is recognized over time as the discounted liability is accreted to the Partnership’s expected settlement value. Subsequent to the initial recognition, the liability is adjusted for any changes in the expected value of the retirement obligation (with a corresponding adjustment to property, plant and equipment) and for accretion of the liability due to the passage of time, until the obligation is settled. If the fair value of the estimated asset retirement obligation changes, an adjustment is recorded for both the asset retirement obligation and the associated asset carrying amount. Revisions in estimated asset retirement obligations may result from changes in estimated inflation rates, discount rates, retirement costs and the estimated timing of settling asset retirement obligations.

Fair value. The fair-value-measurement standard defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard characterizes inputs used in determining fair value according to a hierarchy that prioritizes those inputs based upon the degree to which they are observable. The three levels of the fair value hierarchy are as follows:

Level 1 — inputs represent quoted prices in active markets for identical assets or liabilities.

Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs).

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Level 3 — inputs that are not observable from objective sources, such as management’s internally developed assumptions used in pricing an asset or liability (for example, an estimate of future cash flows used in management’s internally developed present value of future cash flows model that underlies the fair value measurement).

Nonfinancial assets and liabilities initially measured at fair value include third-party business combinations, impaired long-lived assets (asset groups), and initial recognition of asset retirement obligations.

The fair value of debt is the estimated amount the Partnership would have to pay to repurchase its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. Fair values are based on quoted market prices or average valuations of similar debt instruments at the balance sheet date for those debt instruments for which quoted market prices are not available. See Note 11 — Debt and Interest Expense for disclosures regarding the fair value of debt.

	December 31, 2013				December 31, 2012
	Carrying amount		Fair Value (Level 2)		Carrying amount		Fair Value (Level 2)
	($ in thousands)
Financial liabilities
Revolving credit facility	$	343,500	$	343,500	$	—	$	—
Premium on 2021 Notes		5,730		5,730		—		—
2021 Notes		750,000		801,098		350,000		370,125
2022 Notes		750,000		804,848		750,000		810,000
2023 Notes		1,400,000		1,355,382		1,400,000		1,428,882

The carrying amount of cash and cash equivalents, accounts receivable and accounts payable reported on the balance sheet approximates fair value.

Segments. Prior to the CMO Acquisition, the Partnership’s operations were organized into a single business segment. As a result of the CMO Acquisition, the Partnership added in three new operating regions. Effective January 1, 2013, the Partnership’s chief operating decision maker began to measure performance and allocate resources based on geographic segments. The Partnership’s operations are divided into eight operating segments: Barnett Shale, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, Niobrara Shale, Utica Shale, Mid-Continent region and Corporate.

Revenue Recognition. In 2013, the Partnership derived the majority of its revenues through gas gathering agreements with Chesapeake and Total. Pursuant to their respective applicable gas gathering agreements, Chesapeake and Total have agreed to minimum volume commitments covering production in the Barnett Shale region for each year through December 31, 2018 and for the six month period ending June 30, 2019, and, solely with respect to Chesapeake, in the Haynesville Shale region for each year through December 31, 2013 and December 31, 2017 for the Springridge and Mansfield systems, respectively. In the event either Chesapeake or Total does not meet its minimum volume commitment to the Partnership in the Barnett Shale region or Chesapeake does not meet its minimum volume commitment to the Partnership in the Haynesville Shale region, for any annual period (or six month period with respect to the six months ending June 30, 2019 in the Barnett Shale region) during the minimum volume commitment period, Chesapeake and Total will be obligated to pay a fee equal to the applicable fee for each Mcf by which the applicable party’s minimum volume commitment for such year (or six month period with respect to the six months ending June 30, 2019) exceeds the actual volumes gathered from such party’s production. The revenue associated with such shortfall fees is recognized in the fourth quarter of each year.

Revenues consist of fees recognized for the gathering, treating, compression and processing of natural gas. Revenues are recognized when the service is performed and is based upon non-regulated rates and the related gathering, treating, compression and processing volumes.

Deferred Loan Costs. External costs incurred in connection with closing the revolving bank credit facilities are capitalized as deferred loan costs and amortized over the life of the related agreement. Amortization is included in interest expense in the statement of operations.

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Environmental Expenditures. Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines, and penalties and other sources are charged to expense when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. There are no liabilities reflected in the accompanying financial statements at December 31, 2013 and 2012.

Equity Based Compensation. Certain employees of the Partnership’s general partner receive equity-based compensation through the Partnership’s equity-based compensation programs. The fair value of the awards issued is determined based on the fair market value of the shares on the date of grant. This value is amortized over the vesting period, which is generally four years from the date of grant.

Certain key members of management have been designated as participants in the Management Incentive Compensation Plan which is made up of two components. The first component is an annual cash bonus based on “excess” cash distributions made by the Partnership above a specified target amount with respect to each fiscal quarter during which the award is outstanding. The second component is based on an increase in value of the Partnership’s common units at the end of a specified five-year period beginning on the award commencement date.

Included in operating expense, general and administrative expense, and income from unconsolidated affiliates is total equity-based compensation of $35.0 million, $9.0 million and $3.8 million for the Partnership during the years ended December 31, 2013, 2012 and 2011, respectively.

The LTIP provides for an aggregate of 3.5 million common units to be awarded to employees, directors and consultants of the Partnership’s general partner and its affiliates through various award types, including unit awards, restricted units, phantom units, unit options, unit appreciation rights and other unit-based awards. The LTIP has been designed to promote the interests of the Partnership and its unitholders by strengthening its ability to attract, retain and motivate qualified individuals to serve as employees, directors and consultants. As of December 31, 2013, there was $33.5 million of unrecognized compensation expense attributable to the LTIP, of which $29.7 million is expected to be recognized over a four year period.

The following table summarizes LTIP award activity for the year ended December 31, 2013:

	Units			Value per Unit
Restricted units unvested at beginning of period		511,177		$	28.55
Granted		971,667		$	38.40
Vested		(101,023	)	$	27.40
Forfeited		(199,533	)	$	32.29
Restricted units unvested at end of period		1,182,288		$	36.11

Intangible Assets. Intangible assets are generally amortized on a straight-line basis over their estimated useful lives, unless the assets economic benefits are consumed on an other than straight-line basis. The estimated useful life is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. The estimated useful life of the customer relationship acquired with the Springridge gathering system and Appalachia Midstream is 15 years and 20 years for the CMO Acquisition. As of December 31, 2013, the carrying value of the Partnership’s intangible assets was $418.4 million, net of $46.0 of accumulated amortization. The Partnership estimates that it will record $22.8 million of intangible asset amortization for each of the next five years. As of December 31, 2012, the carrying value of the Partnership’s intangible assets was $377.8 million, net of $22.6 million of accumulated amortization. Amortization expense was $24.0 milllion, $11.3 million and $11.3 million for the years ended December 31, 2013, 2012 and 2011, respectively, for the Partnership.

The Partnership assesses long-lived assets, including property, plant and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed by comparing the carrying amount of an asset to undiscounted future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amounts exceed the fair value of the assets.

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Business Combinations. The Partnership makes various assumptions in developing models for determining the fair values of assets and liabilities associated with business acquisitions. These fair value models, developed with the assistance of outside consultants, apply discounted cash flow approaches to expected future operating results, considering expected growth rates, development opportunities, and future pricing assumptions to arrive at an economic value for the business acquired. The Partnership then determines the fair value of the tangible assets based on estimates of replacement costs less obsolescence. Identifiable intangible assets acquired consist primarily of customer contracts, customer relationships, trade names, and licenses and permits. The Partnership values customer relationships using a discounted cash flow model.

Income taxes. As a master limited partnership, the Partnership is a pass-through entity and also not subject to federal income taxes and most state income taxes with the exception of Texas Franchise Tax. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generate flow through to the owners, and accordingly, do not result in a provision for income taxes.

Variable Interest Entities (VIEs). An entity is referred to as a VIE pursuant to accounting guidance for consolidation if it possesses one of the following criteria: (i) it is thinly capitalized, (ii) the residual equity holders do not control the entity, (iii) the equity holders are shielded from the economic losses, (iv) the equity holders do not participate fully in the entity’s residual economics, or (v) the entity was established with non-substantive voting interests. We consolidate a VIE when we have both the power to direct the activities that most significantly impact the activities of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. We continually monitor both consolidated and unconsolidated VIEs to determine if any events have occurred that could cause the primary beneficiary to change.

3. Partnership Distributions

The partnership agreement requires that, within 45 days subsequent to the end of each quarter, the Partnership distributes all of its available cash (as defined in the partnership agreement) to unitholders of record on the applicable record date. During the years ended December 31, 2013, 2012 and 2011, the Partnership paid cash distributions to its unitholders of approximately $389.1 million, $251.7 million and $200.9 million, respectively, representing the four quarterly distributions in 2013, 2012 and 2011. See also Note 14 — Subsequent Events concerning distributions approved in January 2014 for the quarter ended December 31, 2013.

Available cash. The amount of available cash (as defined in the partnership agreement) generally is all cash on hand at the end of the quarter less the amount of cash reserves established by the Partnership’s general partner to provide for the proper conduct of its business, including reserves to fund future capital expenditures, to comply with applicable laws, or its debt instruments and other agreements, or to provide funds for distributions to its unitholders and to its general partner for any one or more of the next four quarters. Working capital borrowings generally include borrowings made under a credit facility or similar financing arrangement.

Conversion of Subordinated Units. Upon payment of the cash distribution for the second quarter of 2013, the subordination period with respect to the Partnership’s 69,076,122 subordinated units expired and all outstanding subordinated units converted into common units on a one-for-one basis on August 15, 2013. The conversion did not impact the amount of the cash distribution paid or the total number of the Partnership’s outstanding units representing limited partner interests.

Class B Units. The Class B units are not entitled to cash distributions. Instead, prior to conversion into common units, the Class B units receive quarterly distributions of additional paid-in-kind Class B units. The amount of each quarterly distribution per Class B unit is the quotient of the quarterly distribution paid to the Partnership’s common units by the volume-weighted average price of the common units for the 30-day period prior to the declaration of the quarterly distribution to common units. Effective on the business day after the record date for the distribution on common units for the fiscal quarter ending December 31, 2014, each Class B unit will become convertible at the election of either the Partnership or the holders of such Class B unit into a common unit on a one-for-one basis. In the event of the Partnership’s liquidation, the holders of Class B units will be entitled to receive out of the Partnership’s assets available for distribution to the partners the positive balance in each such holder’s capital account in respect of such Class B units, determined after allocating the Partnership’s net income or net loss among the partners. All Class B units are held indirectly by affiliates of the Partnership’s general partner. The Class B units were issued at a discount to the market price of the common units which they are convertible. This discount totaling $58.3 million represents a beneficial conversion

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feature and is reflected as an increase in common unitholders’ capital and a decrease in Class B units capital to reflect the fair value of the Class B units at issuance on the Partnership’s consolidated statement of changes in partners’ capital for the twelve months ended December 31, 2012. The beneficial conversion feature is considered a non-cash distribution recognized ratably from the issuance date of December 20, 2012, through the conversion date, resulting in an increase in Class B units capital and a decrease in common unitholders’ capital.

Class C Units. The Class C units were entitled to quarterly cash distributions after the common units received the minimum quarterly distribution, plus any arrearages from prior quarters. The Class C units participated pro rata thereafter and received the minimum quarterly distribution, after which the Class C units participated in further cash distributions pro rata with the Partnership’s common units. Effective on the business day after the record date for the distribution on common units for the fiscal quarter ending December 31, 2013, each Class C unit became convertible at the election of either the Partnership or the holders of such Class C unit into a common unit on a one-for-one basis. In the event of the Partnership’s liquidation, the holders of Class C units were entitled to receive out of the Partnership’s assets available for distribution to its partners the positive balance in each such holder’s capital account in respect of such Class C units, determined after allocating the Partnership’s net income or net loss among the Partners. All Class C units were held indirectly by affiliates of the Partnership’s general partner. The Class C units were issued at a discount to the market price of the common units which they are convertible. This discount totaling $36.7 million represents a beneficial conversion feature and is reflected as an increase in common unitholders’ capital and a decrease in Class C units capital to reflect the fair value of the Class C units at issuance on the Partnership’s consolidated statement of changes in partners’ capital for the twelve months ended December 31, 2012. The beneficial conversion feature is considered a non-cash distribution recognized ratably from the issuance date of December 20, 2012, through the conversion date, resulting in an increase in Class C units capital and a decrease in common unitholders’ capital. Effective February 19, 2014, all of the Class C units converted into common units on a one-for-one basis. Please read Note 14 (Subsequent Events).

General Partner Interest and Incentive Distribution Rights. The Partnership’s general partner is entitled to two percent of all quarterly distributions that the Partnership makes prior to its liquidation. The general partner has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its current general partner interest. The general partner’s initial two percent interest in the Partnership’s distributions may be reduced if the Partnership issues additional limited partner units in the future (other than the issuance of common units upon conversion of outstanding Class B or the issuance of common units upon a reset of the incentive distribution rights) and its general partner does not contribute a proportionate amount of capital to the Partnership to maintain its two percent general partner interest. After distributing amounts equal to the minimum quarterly distribution to common unitholders (and Class B unitholders, upon conversion of Class B units to common units) and distributing amounts to eliminate any arrearages to common unitholders, the Partnership’s general partner is entitled to incentive distributions if the amount the Partnership distributes with respect to any quarter exceeds specified target levels shown below:

	Total quarterly distribution per unit		Unitholders			General partner
Minimum Quarterly Distribution		$0.3375		98.0	%		2.0	%
First Target Distribution		up to $0.388125		98.0	%		2.0	%
Second Target Distribution		above $0.388125 up to $0.421875		85.0	%		15.0	%
Third Target Distribution		above $0.421875 up to $0.50625		75.0	%		25.0	%
Thereafter		above $0.50625		50.0	%		50.0	%

The table above assumes that the Partnership’s general partner maintains its two percent general partner interest, that there are no arrearages on common units and the general partner continues to own the incentive distribution rights. The maximum distribution sharing percentage of 50.0 percent includes distributions paid to the general partner on its two percent general partner interest and does not include any distributions that the general partner may receive on limited partner units that it owns or may acquire.

4. Net Income per Limited Partner Unit

The Partnership’s net income attributable to the Partnership’s assets for periods including and subsequent to the Partnership’s acquisitions of the Partnership’s assets is allocated to the general partner and the limited partners, including any subordinated, Class B and Class C unitholders, in accordance with their respective ownership percentages, and when applicable, giving effect to unvested units granted under the LTIP and incentive distributions allocable to the general partner. The allocation of undistributed earnings, or net income in excess of distributions, to the incentive distribution

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rights is limited to available cash (as defined by the partnership agreement) for the period. The Partnership’s net income allocable to the limited partners is allocated between the common, subordinated, Class B and Class C unitholders by applying the provisions of the partnership agreement that govern actual cash distributions as if all earnings for the period had been distributed. Accordingly, if current net income allocable to the limited partners is less than the minimum quarterly distribution, or if cumulative net income allocable to the limited partners since August 3, 2010 is less than the cumulative minimum quarterly distributions, more income is allocated to the common unitholders than the subordinated, Class B and Class C unitholders for that quarterly period.

Basic and diluted net income per limited partner unit is calculated by dividing the limited partners’ interest in net income by the weighted average number of limited partner units outstanding during the period. The common units issued during the period are included on a weighted-average basis for the days in which they were outstanding.

The following table illustrates the Partnership’s calculation of net income per unit for common and subordinated limited partner units (in thousands, except per-unit information):

	Years Ended
	December 31, 2013			December 31, 2012			December 31, 2011
Net income attributable to Access Midstream Partners, L.P.	$	336,025		$	178,455		$	194,337
Less general partner interest in net income		(40,681	)		(8,481	)		(5,070	)
Limited partner interest in net income	$	295,344		$	169,974		$	189,267
Net income allocable to common units(1)		147,706			89,019			94,896
Net income allocable to subordinated units		52,564			78,736			94,371
Net income allocable to Class B units(1)		45,987			1,038			—
Net income allocable to Class C units(1)		49,087			1,181			—
Limited partner interest in net income	$	295,344		$	169,974		$	189,267
Net income per limited partner unit – basic and diluted
Common units	$	1.01		$	1.11		$	1.37
Subordinated units	$	0.93		$	1.14		$	1.37
Weighted average limited partner units outstanding – basic and diluted
Common units		132,708,675			80,058,682			69,371,194
Subordinated units		42,770,421			69,076,122			69,076,122
Total		175,479,096			149,134,804			138,447,316

⁽¹⁾  Adjusted to reflect amortization for the beneficial conversion feature

5. Related Party Transactions

In June 2012, Chesapeake sold all of its ownership interests in the Partnership and its general partner; however, Mr. Dell’Osso, Executive Vice President and Chief Financial Officer of Chesapeake, remained on the Partnership’s board of directors. The Partnership does not expect to complete additional significant transactions with Chesapeake. While Mr. Dell’Osso remains on the Partnership’s board, the Partnership no longer considers Chesapeake to be an affiliate of Access Midstream Partners. Because Chesapeake was the Partnership’s affiliate for a portion of 2012, set forth below is a description of the Partnership’s transactions with Chesapeake prior to 2013.

Affiliate transactions. In the normal course of business, natural gas gathering, treating and other midstream services were provided to Chesapeake and its affiliates. Revenues were derived primarily from Chesapeake, which included volumes attributable to third-party interest owners that participated in Chesapeake’s operated wells.

Omnibus Agreement. The Partnership entered into an omnibus agreement with Access Midstream Ventures and Chesapeake Midstream Holdings that addressed the Partnership’s right to indemnification for certain liabilities and its obligation to indemnify Access Midstream Ventures and affiliated parties for certain liabilities.

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General and Administrative Services and Reimbursement. Pursuant to a services agreement, Chesapeake and its affiliates provided certain services including legal, accounting, treasury, human resources, information technology and administration. The employees supporting these operations were employees of Chesapeake Energy Marketing Inc. (“CEMI”) or Chesapeake. The consolidated financial statements for the Partnership and the predecessor included costs allocated from Chesapeake and CEMI for centralized general and administrative services, as well as depreciation of assets utilized by Chesapeake’s centralized general and administrative functions. Effective October 1, 2009, the Partnership was charged a general and administrative fee from Chesapeake based on the terms of the joint venture agreement. The established terms indicated corporate overhead costs were charged to the Partnership based on actual cost of the services provided, subject to a fee per Mcf cap based on volumes of natural gas gathered. The fee was calculated as the lesser of $0.0310/Mcf gathered or actual corporate overhead costs. General and administrative charges were $22.3 million and $23.7 million for the years ended December 31, 2012 and 2011 for the Partnership.

Additional Services and Reimbursement. At the Partnership’s request, Chesapeake also provided the Partnership with certain additional services under the services agreement, including engineering, construction, procurement, business analysis, commercial, cartographic and other similar services to the extent they were not already provided by the seconded employees. In return for such additional services, the general partner reimbursed Chesapeake on a monthly basis an amount equal to the time and materials actually spent in performing the additional services. The reimbursement for additional services was not subject to the general and administrative services reimbursement cap.

Chesapeake agreed to perform all services under the relevant provisions of the services agreement using at least the same level of care, quality, timeliness and skill as it did for itself and its affiliates and with no less than the same degree of care, quality, timeliness and skill as its past practice in performing the services for itself and the Partnership’s business during the one year period prior to September 30, 2009. In any event, Chesapeake agreed to perform such services using no less than a reasonable level of care in accordance with industry standards.

In connection with the services arrangement, the Partnership reimburses GIP for certain costs incurred by GIP in connection with assisting the Partnership in the operation of its business. The cost for these support services was $0.4 million, $1.7 million, and $0.6 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Employee Secondment Agreement. Chesapeake, certain of its affiliates and the Partnership’s general partner entered into an amended and restated employee secondment agreement pursuant to which specified employees of Chesapeake were seconded to the general partner and provided operating, routine maintenance and other services with respect to the Partnership’s business under the direction, supervision and control of the general partner. Additionally, all of the Partnership’s executive officers other than its chief executive officer, Mr. Stice, were seconded to the general partner pursuant to this agreement. The general partner, subject to specified exceptions and limitations, reimbursed Chesapeake on a monthly basis for substantially all costs and expenses Chesapeake incurred relating to such seconded employees, including the cost of their salaries, bonuses and employee benefits, including 401(k), restricted stock grants and health insurance and certain severance benefits. Charges to the Partnership for the services rendered by such seconded employees were $49.4 million and $42.1 million for the years ended December 31, 2012 and 2011, respectively. These charges included $37.7 million and $37.7 million in operating expenses and $11.7 million and $4.4 million in general and administrative expenses for the years end December 31, 2012 and 2011, respectively, in the accompanying consolidated statements of operations.

Shared Services Agreement. In return for the services of Mr. Stice as the chief executive officer of the Partnership’s general partner during the years ended December 2012 and 2011, its general partner entered into a shared services agreement with Chesapeake pursuant to which its general partner reimbursed certain of the costs and expenses incurred by Chesapeake in connection with Mr. Stice’s employment. The general partner was generally expected, subject to certain exceptions, to reimburse Chesapeake for 50 percent of the costs and expenses of the amounts provided to Mr. Stice in his employment agreement; however, the ultimate reimbursement obligation was determined based on the amount of time Mr. Stice actually spent working for the Partnership.

Gas Compressor Master Rental and Servicing Agreement. The Partnership has entered into a gas compressor master rental and servicing agreement with MidCon Compression, L.L.C., (“MidCon Compression”) a wholly owned indirect subsidiary of Chesapeake, pursuant to which MidCon Compression agreed to provide the Partnership certain compression equipment that the Partnership uses to compress gas gathered on its gathering systems outside the Marcellus Shale and provide certain related services. In return for providing such equipment, the Partnership pays specified monthly rates per specified compression units, subject to an annual escalator to be applied on October 1st of

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each year and a redetermination of such specified monthly rates to market rates effective no later than October 1, 2016. Under the compression agreement, the Partnership granted MidCon Compression the exclusive right to provide compression equipment to the Partnership in the acreage dedications through September 30, 2016. Thereafter, the Partnership will have the right to continue receiving such equipment through September 30, 2019 at market rates to be agreed upon between the parties or to receive compression equipment from unaffiliated third parties. MidCon Compression guarantees to the Partnership that the compressors will meet specified run time and throughput performance guarantees. The monthly rates are reduced for any equipment that does not meet these guarantees. The compression agreement expires on September 30, 2019 but will continue from year to year thereafter, unless terminated by the Partnership no less than 60 days prior to the end of the term or any year thereafter. The Partnership receives substantially all of the compression capacity for its existing gathering systems in the Marcellus Shale from MidCon Compression under a long-term contract expiring on January 31, 2021 pursuant to which the Partnership has agreed to pay specified monthly rates under a fixed-fee structure subject to an annual escalator. This agreement is not subject to an exclusivity provision. Compressor charges from affiliates were $65.3 million and $57.6 million for the years ended December 31, 2012 and 2011, respectively. These charges are included in operating expenses in the accompanying consolidated statements of operations.

The Partnership is obligated to maintain general liability and property insurance, including machinery breakdown insurance with respect to the equipment. In addition, MidCon Compression has agreed to provide the Partnership with emission testing and other related services at monthly rates. The Partnership or MidCon Compression may terminate these services upon not less than six months notice.

6. Concentration of Credit Risk

Chesapeake is the only customer from whom revenues exceeded 10 percent of consolidated revenues for the year ended December 31, 2013 for the Partnership. Chesapeake and Total are the only customers from whom revenues exceeded 10 percent of consolidated revenues for the years ended December 31, 2012 and 2011 for the Partnership. The percentage of revenues from Chesapeake, Total and other customers are as follows:

	Years Ended December 31,
	2013			2012			2011
Chesapeake		84.4	%		80.7	%		82.9	%
Total		9.6			14.1			14.0
Other		6.0			5.2			3.1
Total(a)		100	%		100	%		100	%

(a) Revenues from Appalachia Midstream are accounted for as part of the Partnership’s equity method investment.

Financial instruments that potentially subject the Partnership to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. On December 31, 2013 and 2012, respectively, cash and cash equivalents were invested in a non-interest bearing account and money market funds with investment grade ratings. On December 31, 2013 and 2012, respectively, Chesapeake accounted for $176.5 million and $80.0 million of the Partnership’s accounts receivable balance.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7. Property, Plant and Equipment

A summary of the historical cost of the Partnership’s property, plant and equipment is as follows:

	Estimated Useful Lives (Years)		December 31, 2013			December 31, 2012
	($ in thousands)
Gathering systems		20	$	5,974,940		$	5,125,746
Other fixed assets		2 through 39		175,411			96,916
Total property, plant and equipment				6,150,351			5,222,662
Accumulated depreciation				(859,551	)		(590,614	)
Total net, property, plant and equipment			$	5,290,800		$	4,632,048

Included in gathering systems is $620.5 million and $455.4 million at December 31, 2013 and 2012, respectively, that is not subject to depreciation as the systems were under construction and had not been put into service.

Depreciation expense, including capital lease amortization, was $271.7 million, $153.8 million and $124.7 million for the years ended December 31, 2013, 2012 and 2011, respectively, for the Partnership.

8. Acquisitions and Divestitures

Acquisitions

CMO. On December 20, 2012, the Partnership acquired from CMD 100 percent of the issued and outstanding equity interests in Chesapeake Midstream Operating, L.L.C. (“CMO”) for total consideration of $2.16 billion. Through the acquisition of CMO, the Partnership owns certain midstream assets in the Eagle Ford, Utica, Niobrara, Haynesville, Marcellus and Mid-Continent regions. These assets include, in aggregate, approximately 1,675 miles of pipeline and 4.3 million dedicated acres as of the date of the acquisition. See Note 1 to the consolidated financial statements for additional information.

The results of operations presented and discussed in this annual report include results of operations from the CMO acquisition for the twelve-day period from closing of the acquisition on December 20, 2012 through December 31, 2012. For this period, income attributable to CMO operations was $3.0 million. The purchase price in excess of the value underlying the gas gathering system assets and working capital is approximately $263.3 million and is attributable to customer relationships acquired. This intangible asset is being amortized over a 20 year period on a straight-line basis.

The table below reflects the final allocation of the purchase price to the assets acquired and the liabilities assumed in the CMO Acquisition (in thousands).

Property, plant and equipment	$	1,890,036
Intangible asset		263,262
Other		6,702
Total purchase price	$	2,160,000

The initial purchase price allocation was based on an assessment of the fair value of the assets acquired and liabilities assumed in the CMO Acquisition. The fair values of the gathering assets, related equipment, and intangible assets acquired were based on the market, cost and income approaches. All fair-value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and thus represent Level 3 inputs. Upon completion of the initial purchase price allocation, the Partnership reviewed its assessment, including the identification and fair valuation of assets acquired and liabilities assumed. During the third quarter 2013, the Partnership finalized certain of the estimates used in the initial purchase price allocation, primarily with respect to the valuation of assets and liabilities assumed in the Marcellus region. The balance sheet has been prospectively adjusted to reflect these changes, the most significant of which included a decrease to property, plant and equipment of $70.8 million, an increase to intangible assets of $55.4 million and an increase to other net assets of $15.4 million. None of the adjustments impacted the partnership’s statements of operations.

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ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Marcellus. On December 29, 2011, the Partnership acquired from CMD all of the issued and outstanding common units of Appalachia Midstream for total consideration of $879.3 million, consisting of 9,791,605 common units and $600.0 million in cash that was financed with a draw on the Partnership’s revolving credit facility. The base purchase price of $879.3 million was increased by $7.3 million due to initial working capital adjustments through December 31, 2011. Through the acquisition of Appalachia Midstream, the Partnership operates 100 percent of and owns an approximate average 47 percent interest in 10 gas gathering systems that consist of approximately 549 miles of gas gathering pipeline in the Marcellus Shale.

The results of operations presented and discussed in this annual report include results of operations from the Appalachia Midstream for the full year of operations in 2012 and the three-day period from closing of the acquisition on December 29, 2011, through December 31, 2011. The Partnership’s interest in the gas gathering systems is accounted for as an equity investment and is included in income from unconsolidated affiliate. For the three-day period ended December 31, 2011, income from unconsolidated affiliate attributable to Marcellus operations was $0.4 million. The purchase price in excess of the value underlying the gas gathering system assets and working capital is approximately $461.2 million and is attributable to customer relationships acquired. This intangible asset is being amortized over a 15 year period on a straight-line basis.

The following table presents the pro forma condensed financial information of the Partnership as if the CMO Acquisition and our acquisition of Appalachia Midstream each occurred on January 1, 2011. The pro forma adjustments reflected in the pro forma condensed consolidated financial statements are based upon currently available information and certain assumptions and estimates; therefore, the actual effects of these transactions will differ from the pro forma adjustments. However, the Partnership’s management considers the applied estimates and assumptions to provide a reasonable basis for the presentation of the significant effects of certain transactions that are expected to have a continuing impact on the Partnership. In addition, the Partnership’s management considers the pro forma adjustments to be factually supportable and to appropriately represent the expected impact of items that are directly attributable to the transfer of CMO and Appalachia Midstream to the Partnership.

	Year Ended December 31, 2012		Year Ended December 31, 2011
	(in thousands)
Revenues, including revenue from affiliates	$	670,702	$	689,840
Net income	$	117,334	$	69,390
Net income attributable to Access Midstream Partners, L.P.	$	117,861	$	69,390
Net income per common unit – basic and diluted	$	0.72	$	0.49
Net income per subordinated unit – basic and diluted	$	0.74	$	0.49

Divestitures

On September 4, 2013, the Partnership sold Mid-Atlantic Gas Services, L.L.C. (“Mid-Atlantic”) to Chesapeake for net proceeds of $32.9 million. Mid-Atlantic was acquired by the Partnership in December 2012 as part of the CMO Acquisition and consisted of midstream assets in the Marcellus Shale region. These assets were not part of the Partnership’s equity investment in Appalachia Midstream. The net proceeds equaled the Partnership’s basis in the assets. Consequently, the Partnership did not recognize any gain or loss as a result of the sale.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

9. Unconsolidated Affiliates

At December 31, 2013 and 2012, the Partnership had the following investments:

	Net Ownership Interest			December 31, 2013		December 31, 2012
	($ in thousands)
Utica East Ohio Midstream LLC		49.00	%	$	471,891	$	125,416
Liberty gas gathering system		33.75	%		354,316		264,625
Panhandle gas gathering system		67.50			237,656		149,654
Victory gas gathering system		67.50			190,353		178,011
Rome gas gathering system		33.75			181,147		160,087
Overfield gas gathering system		67.50			125,959		101,339
Smithfield gas gathering system		67.50			107,009		82,347
Selbyville gas gathering system		67.50			73,463		65,354
Ranch Westex JV, LLC		33.33			36,060		35,012
Other gas gathering systems		various			158,749		135,966
Total investments in unconsolidated affiliates				$	1,936,603	$	1,297,811

Marcellus. On December 29, 2011, the Partnership acquired from CMD, a wholly owned subsidiary of Chesapeake, and certain of its affiliates, all of the issued and outstanding common units of Appalachia Midstream for approximately $879.3 million. Through the acquisition of Appalachia Midstream, the Partnership operates 100 percent of and owns an approximate average 47 percent interest in 10 gas gathering systems that consist of approximately 549 miles of gas gathering pipeline in the Marcellus Shale in Pennsylvania and West Virginia. These 10 gathering systems consist of the Liberty, Victory, Rome and Selbyville gas gathering systems and six other smaller gas gathering systems. The remaining 53 percent interest in these assets is owned primarily by Statoil, Anadarko, Epsilon and Mitsui. Appalachia Midstream operates the assets under 15-year fixed fee gathering agreements. The 10 gathering systems are separate investments with varying ownership percentages and each gathering system is accounted for as an equity investment because all capital expenditures and other operating decisions must be approved by a supermajority vote of the gathering system’s owners.

Utica East Ohio Midstream, LLC. The Partnership acquired UEOM as part of the CMO Acquisition in December 2012. In March 2012, CMO entered into an agreement to form Utica East Ohio Midstream LLC (“UEOM”) with M3 Midstream, L.L.C. and EV Energy Partners, L.P. to develop necessary infrastructure for the gathering, processing and fractionation of natural gas and NGLs in the Utica Shale play in Eastern Ohio. The infrastructure complex, which is currently under construction, consists of natural gas gathering and compression facilities constructed and operated by the Partnership, as well as processing, NGL fractionation, loading and terminal facilities constructed and operated by M3 Midstream, L.L.C. The Partnership owns a 49 percent interest and UEOM is accounted for as an equity investment because the power to direct the activities which are most significant to UEOM’s economic performance is shared between the Partnership and the other equity holders.

Ranch Westex JV, LLC. The Partnership acquired Ranch Westex as part of the CMO Acquisition in December 2012. On December 1, 2011, CMO entered into a joint venture to form Ranch Westex JV, LLC. (“Ranch Westex”) with Regency Energy Partners, LP and Anadarko Pecos Midstream LLC to build a processing facility in Ward County, Texas, to process natural gas delivered from the liquids-rich Bone Springs and Avalon Shale formations. The Partnership owns a 33.33 percent interest and Ranch Westex is accounted for as an equity method investment because the power to direct the activities that are most significant to Ranch Westex’s economic performance is shared among the three equity holders. The project consists of two plants, a refrigeration plant and a cryogenic processing plant.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Unconsolidated Affiliates Financial Information.

The following tables sets forth summarized financial information of the investments in which the Partnership acquired an interest in December 2013 and 2012, as follows:

	December 31, 2013		December 31, 2012
	($ in thousands)
Balance Sheet
Current assets	$	196,567	$	70,234
Property, plant, and equipment		3,249,371		1,528,894
Other assets		6,166		301
Total assets	$	3,452,104	$	1,599,429
Current liabilities	$	96,275	$	23,424
Other liabilities		87,886		111,718
Partner’s capital		3,267,943		1,464,287
Total liabilities and partner’s capital	$	3,452,104	$	1,599,429

	Years Ended
	December 31, 2013		December 31, 2012		December 31, 2011
	($ in thousands)
Income Statement
Revenue	$	520,388	$	308,845	$	1,150
Operating expenses	$	230,974	$	97,594	$	195
Net income	$	289,441	$	211,361	$	955

10. Asset Retirement Obligations

The following table provides a summary of changes in asset retirement obligations, which are included in other liabilities in the accompanying consolidated balance sheets. Revisions in estimates for the periods presented relate primarily to revisions of current cost estimates, inflation rates and/or discount rates.

	Years Ended December 31,
	2013			2012			2011
	(in thousands)
Asset retirement obligations, beginning of period	$	5,335		$	3,409		$	2,878
Additions		—			1,816			131
Revisions		(1,314	)		(133	)		193
Accretion expense		500			243			207
Deletions		—			—			—
Asset retirement obligations, end of period	$	4,521		$	5,335		$	3,409

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ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. Long-Term Debt and Interest Expense

The following table presents the Partnership’s outstanding debt as of December 31, 2013 and 2012 (in thousands):

	December 31, 2013		December 31, 2012
Revolving credit facility	$	343,500	$	—
5.875 percent senior notes due April 2021		750,000		350,000
6.125 percent senior notes due July 2022		750,000		750,000
4.875 percent senior notes due May 2023		1,400,000		1,400,000
Premium on 5.875 percent senior notes due April 2021		5,730		—
Total long-term debt	$	3,249,230	$	2,500,000

Revolving Credit Facility. On May 13, 2013, the Partnership amended its existing senior secured revolving credit facility. The amended and restated revolving credit facility matures in May 2018 and includes revolving commitments of $1.75 billion, including a sub-limit of $100 million for same-day swing line advances and a sublimit of $200 million for letters of credit. In addition, the revolving credit facility’s accordion feature allows the Partnership to increase the available borrowing capacity under the facility up to $2.0 billion, subject to the satisfaction of certain conditions, including the identification of lenders or proposed lenders that agree to satisfy the increased commitment amounts under the revolving credit facility.

Borrowings under the revolving credit facility are available to fund working capital, finance capital expenditures and acquisitions, provide for the issuance of letters of credit and for general partnership purposes. The revolving credit facility is secured by all of the Partnership’s assets, and loans thereunder (other than swing line loans) bear interest at the Partnership’s option at either (i) the greater of (a) the reference rate of Wells Fargo Bank, NA, (b) the federal funds effective rate plus 0.50 percent or (c) the Eurodollar rate which is based on the London Interbank Offered Rate (LIBOR), plus 1.00 percent, each of which is subject to a margin that varies from 0.50 percent to 1.50 percent per annum, according to the Partnership’s leverage ratio (as defined in the agreement), or (ii) the Eurodollar rate plus a margin that varies from 1.50 percent to 2.50 percent per annum, according to the Partnership’s leverage ratio. If the Partnership reaches investment grade status, the Partnership will have the option to release the security under the credit facility and amounts borrowed will bear interest under a specified ratings-based pricing grid. The unused portion of the credit facility is subject to commitment fees of (a) 0.25 percent to 0.375 percent per annum while the Partnership is subject to the leverage-based pricing grid, according to the Partnership’s leverage ratio and (b) 0.15 percent to 0.30 percent per annum while the Partnership is subject to the ratings-based pricing grid, according to its senior unsecured long-term debt ratings.

Additionally, the revolving credit facility contains various covenants and restrictive provisions which limit the Partnership and its subsidiaries’ ability to incur additional indebtedness, guarantees and/or liens; consolidate, merge or transfer all or substantially all of the Partnership’s assets; make certain investments or restricted payments; modify certain material agreements; engage in certain types of transactions with affiliates; dispose of assets; and prepay certain indebtedness. If the Partnership fails to perform its obligations under these and other covenants, the revolving credit commitment could be terminated and any outstanding borrowings, together with accrued interest, under the revolving credit facility could be declared immediately due and payable. The revolving credit facility also has cross default provisions that apply to any other indebtedness the Partnership may have with an outstanding principal amount in excess of $15 million.

The revolving credit facility agreement contains certain negative covenants that (i) limit the Partnership’s ability, as well as the ability of certain of its subsidiaries, among other things, to enter into hedging arrangements and create liens and (ii) require the Partnership to maintain a consolidated leverage ratio, and an EBITDA to interest expense ratio, in each case as described in the credit facility agreement. The revolving credit facility agreement also provides for the discontinuance of the requirement for the Partnership to maintain the EBITDA to interest expense ratio and allows for the Partnership to release all collateral securing the revolving credit facility if the Partnership reaches investment grade status. The revolving credit facility agreement also requires the Partnership to maintain a consolidated leverage ratio of 5.5 to 1.0 (or 5.0 to 1.0 after the Partnership has released all collateral upon achieving investment grade status). The Partnership was in compliance with all covenants under the agreement at December 31, 2013.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Senior Notes. On December 19, 2012, the Partnership and ACMP Finance Corp., a wholly owned subsidiary of Access MLP Operating, L.L.C., completed a public offering of $1.4 billion in aggregate principal amount of 4.875 percent senior notes due 2023 (the “2023 Notes”). The Partnership used a portion of the net proceeds to fund a portion of the purchase price for the CMO Acquisition, and the balance to repay borrowings outstanding under the Partnership’s revolving credit facility. Debt issuance costs of $25.9 million are being amortized over the life of the 2023 Notes.

On January 11, 2012, the Partnership and ACMP Finance Corp. completed a private placement of $750.0 million in aggregate principal amount of 6.125 percent senior notes due 2022 (the “2022 Notes”). The Partnership used a portion of the net proceeds to repay all borrowings outstanding under its revolving credit facility and used the balance for general partnership purposes. Debt issuance costs of $13.8 million are being amortized over the life of the 2022 Notes.

On April 19, 2011, the Partnership and ACMP Finance Corp. completed a private placement of $350.0 million in aggregate principal amount of 5.875 percent senior notes due 2021 ( the “2021 Notes”). The Partnership used a portion of the net proceeds to repay borrowings outstanding under its revolving credit facility and used the balance for general partnership purposes. Debt issuance costs of $8.2 million are being amortized over the life of the 2021 Notes.

On August 14, 2013, the Partnership issued $400 million in aggregate principal amount of additional 5.875 percent senior notes due 2021 (the “Additional Notes”). The Additional Notes are additional to the $350 million of 2021 Notes initially issued on April 19, 2011 and are fully fungible with, rank equally with and form a single series with the 2021 Notes. The Additional Notes were issued at a price of 101.5 percent of the principal amount plus accrued interest from April 15, 2013, resulting in net proceeds of $400.8 million, which was used for general partnership purposes, including funding working capital, repayment of indebtedness and funding the Partnership’s capital expenditure program. Debt issuance costs of $5.8 million are being amortized over the life of the Additional Notes.

The 2023 Notes will mature on May 15, 2023, and interest is payable on May 15 and November 15 of each year. The Partnership has the option to redeem all or a portion of the 2023 Notes at any time on or after December 15, 2017, at the redemption price specified in the indenture relating to the 2023 Notes, plus accrued and unpaid interest. The Partnership may also redeem the 2023 Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to December 15, 2017. In addition, the Partnership may redeem up to 35 percent of the 2023 Notes prior to December 15, 2015 under certain circumstances with the net cash proceeds from certain equity offerings.

The 2022 Notes will mature on July 15, 2022 and interest is payable on January 15 and July 15 of each year. The Partnership has the option to redeem all or a portion of the 2022 Notes at any time on or after January 15, 2017, at the redemption price specified in the indenture relating to the 2022 Notes, plus accrued and unpaid interest. The Partnership may also redeem the 2022 Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to January 15, 2017. In addition, the Partnership may redeem up to 35 percent of the 2022 Notes prior to January 15, 2015 under certain circumstances with the net cash proceeds from certain equity offerings.

The 2021 Notes will mature on April 15, 2021 and interest is payable on the 2021 Notes on April 15 and October 15 of each year, beginning on October 15, 2011. The Partnership has the option to redeem all or a portion of the 2021 Notes at any time on or after April 15, 2015, at the redemption price specified in the indenture, plus accrued and unpaid interest. The Partnership may also redeem the 2021 Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to April 15, 2015. In addition, the Partnership may redeem up to 35 percent of the 2021 Notes prior to April 15, 2014 under certain circumstances with the net cash proceeds from certain equity offerings.

The 2023 Notes, 2022 Notes and the 2021 Notes indentures contain covenants that, among other things, limit the Partnership’s ability and the ability of certain of the Partnership’s subsidiaries to: (1) sell assets including equity interests in its subsidiaries; (2) pay distributions on, redeem or purchase the Partnership’s units, or redeem or purchase the Partnership’s subordinated debt; (3) make investments; (4) incur or guarantee additional indebtedness or issue preferred units; (5) create or incur certain liens; (6) enter into agreements that restrict distributions or other payments from certain subsidiaries to the Partnership; (7) consolidate, merge or transfer all or substantially all of the Partnership’s or certain of the Partnership’s subsidiaries’ assets; (8) engage in transactions with affiliates; and (9) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the 2023 Notes, 2022 Notes or the 2021 Notes

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ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

achieve an investment grade rating from either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no default, as defined in the indentures, has occurred or is continuing, many of these covenants will terminate.

Capitalized Interest. Interest expense was net of capitalized interest of $43.9 million, $14.6 million, and $9.5 million for the years ended December 31, 2013, 2012 and 2011, respectively, for the Partnership.

12. Commitments and Contingencies

Environmental obligations. The Partnership is subject to various environmental-remediation and reclamation obligations arising from federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal and other environmental matters. Management believes there are currently no such matters that will have a material effect on the Partnership’s results of operations, cash flows or financial position and has not recorded any liability in these financial statements.

Litigation and legal proceedings. From time to time, the Partnership is involved in legal, tax, regulatory and other proceedings in various forums regarding performance, contracts and other matters that arise in the ordinary course of business. Management is not aware of any such proceedings for which a final disposition could have a material effect on the Partnership’s results of operations, cash flows or financial position. There was not an accrual for legal contingencies as of December 31, 2013 or 2012.

Operating lease commitments. Certain property, equipment and operating facilities are leased under various operating leases. Costs are also incurred associated with leased land, rights-of-way, permits and regulatory fees, the contracts for which generally extend beyond one year but can be cancelled at any time should they not be required for operations.

Rental expense related to leases was $104.5 million, $81.1 million, $60.7 million for the years ended December 31, 2013, 2012 and 2011, respectively, for the Partnership. The Partnership’s remaining contractual lease obligations as of December 31, 2013 include obligations with an affiliate of Chesapeake for compression equipment as compression services are needed to support pipeline that is being placed in service in future periods. Contractual lease obligations also include remaining payments for the Partnership’s headquarter buildings and other lease agreements.

Future minimum rental payments due under operating leases as of December 31, 2013 are as follows:

	(in thousands)
2014	$	69,774
2015		54,058
2016		42,044
2017		26,274
2018		8,931
Thereafter		18,685
Future minimum lease payments	$	219,766

Capital lease commitments. The Partnership entered into one and three year capital leases for certain computer equipment.

Assets under capital leases are summarized as follows (in thousands):

	December 31, 2013
Computer software	$	9,370
Less: Accumulated amortization		(2,063	)
Net assets under capital lease	$	7,307

The following are the minimum lease payments to be made in each of the following years indicated for the capital lease in effect as of December 31, 2013 (in thousands):

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ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Fiscal Year	(in thousands)
2014	$	3,667
2015		3,667
2016		969
Less: Interest		(582	)
Net minimum lease payments under capital leases		7,721
Less: Current portion of net minimum lease payments		(3,287	)
Long-term portion of net minimum lease payments	$	4,434

13. Segment Information

Prior to the CMO Acquisition, the Partnership’s operations were organized into a single business segment. As a result of the CMO Acquisition, the Partnership added assets in three new operating regions. Effective January 1, 2013, the Partnership’s chief operating decision maker began to measure performance and allocate resources based on geographic segments. The Partnership’s operations are divided into eight operating segments: Barnett Shale, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, Niobrara Shale, Utica Shale, Mid-Continent and Corporate. Summarized financial information for the reportable segments is shown in the following tables, presented in thousands.

For the year ended December 31, 2013

	Barnett		Eagle Ford		Haynesville			Marcellus			Niobrara
Revenues	$	433,709	$	278,282	$	119,209		$	10,989		$	15,095
Operating expenses		96,926		59,059		41,176			4,834			9,090
Depreciation and amortization expense		97,941		51,433		80,770			1,381			4,284
General and administrative expense		—		—		—			—			—
Other operating expense		—		—		—			—			—
Operating income (loss)	$	238,842	$	167,790	$	(2,737	)	$	4,774		$	1,721
Income (loss) from unconsolidated affiliates	$	—	$	—	$	—		$	133,036		$	—
Capital expenditures	$	50,627	$	316,002	$	17,186		$	2,590	(1)	$	59,115	(2)
Total assets	$	1,511,405	$	1,172,022	$	1,276,795		$	1,452,797		$	137,319

	Utica			Mid-Continent			Corporate			Consolidated
Revenues	$	44,063		$	171,875		$	—		$	1,073,222
Operating expenses		19,065			70,609			37,957			338,716
Depreciation and amortization expense		9,451			36,435			14,484			296,179
General and administrative expense		—			—			104,332			104,332
Other operating expense		—			—			2,092			2,092
Operating income (loss)	$	15,547		$	64,831		$	(158,865	)	$	331,903
Income (loss) from unconsolidated affiliates	$	(3,842	)	$	1,226		$	—		$	130,420
Capital expenditures	$	342,839	(3)	$	106,718	(4)	$	163,522		$	1,058,599
Total assets	$	1,040,199		$	773,104		$	553,805		$	7,917,446

⁽¹⁾  Amount excludes $289.7 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates.

⁽²⁾  Amount includes $29.6 million of capital expenditures attributable to noncontrolling interest owners.

⁽³⁾  Amount excludes $376.8 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates and includes $122.0 million of capital expenditures attributable to noncontrolling interest owners.

⁽⁴⁾  Amount excludes $4.9 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates.

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ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended December 31, 2012

	Barnett		Eagle Ford		Haynesville		Marcellus			Niobrara
Revenues	$	395,467	$	7,232	$	68,184	$	783		$	116
Operating expenses		101,703		1,604		15,642		188			85
Depreciation and amortization expense		93,343		968		33,210		6			79
General and administrative expense		—		—		—		—			—
Other operating expense		—		—		—		—			—
Operating income (loss)	$	200,421	$	4,660	$	19,332	$	589		$	(48	)
Income (loss) from unconsolidated affiliates	$	—	$	—	$	—	$	67,592		$	—
Capital expenditures	$	98,507	$	11,796	$	23,578	$	—	(1)	$	1,967
Total assets	$	1,573,789	$	925,694	$	1,324,599	$	1,142,550		$	91,236

	Utica			Mid-Continent			Corporate			Consolidated
Revenues	$	353		$	136,312		$	—		$	608,447
Operating expenses		159			52,979			25,279			197,639
Depreciation and amortization expense		48			32,042			5,821			165,517
General and administrative expense		—			—			67,579			67,579
Other operating expense		—			—			(766	)		(766	)
Operating income (loss)	$	146		$	51,291		$	(97,913	)	$	178,478
Income (loss) from unconsolidated affiliates	$	(38	)	$	(12	)	$	—		$	67,542
Capital expenditures	$	126		$	184,285		$	30,241		$	350,500
Total assets	$	356,662		$	714,510		$	432,060		$	6,561,100

⁽¹⁾  Amount excludes $384.4 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates.

For the year ended December 31, 2011

	Barnett		Eagle Ford		Haynesville		Marcellus		Niobrara
Revenues	$	361,843	$	—	$	93,107	$	—		—
Operating expenses		94,009		—		18,057		—		—
Depreciation and amortization expense		76,979		—		29,051		—		—
General and administrative expense		—		—		—		—		—
Other operating expense		—		—		—		—		—
Operating income	$	190,855	$	—	$	45,999	$	—	$	—
Income from unconsolidated affiliates	$	—	$	—	$	—	$	433	$	—
Capital expenditures	$	253,126	$	—	$	56,087	$	—	$	—
Total Assets	$	1,584,207	$	—	$	527,527	$	886,558	$	—

	Utica		Mid-Continent		Corporate			Consolidated
Revenues	$	—	$	110,979	$	—		$	565,929
Operating expenses		—		47,749		17,036			176,851
Depreciation and amortization expense		—		28,014		2,125			136,169
General and administrative expense		—		—		40,380			40,380
Other operating expense		—		—		739			739
Operating income	$	—	$	35,216	$	(60,280	)	$	211,790
Income from unconsolidated affiliates	$	—	$	—	$	—		$	433
Capital expenditures	$	—	$	88,259	$	21,362		$	418,834
Total Assets	$	—	$	531,410	$	153,536		$	3,683,238

25

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. Subsequent Events

On January 24, 2014, the board of directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders of $0.555 per unit, or $122.1 million in aggregate. The cash distribution was paid on February 14, 2014 to unitholders of record at the close of business on February 7, 2014.

Under the partnership agreement, the Class C units became convertible into common units on a one-for-one basis at the election of either the Partnership or the holders of the Class C units on February 10, 2014 (the first business day following the record date for the Partnership’s 2013 fourth quarter cash distribution). After February 10, 2014, the Partnership received notice from certain of the GIP II Entities and Williams, as holders of the Class C units, of their election to convert all of the Class C units. All of the outstanding Class C units were converted into common units on a one-for-one basis effective February 19, 2014. The common units resulting from this conversion will participate pro rata with the other common units in quarterly distributions. The conversion did not impact the total number of the Partnership’s outstanding units representing limited partner interests.

15. Quarterly Financial Data (Unaudited)

Summarized unaudited quarterly financial data for 2013 and 2012 are as follows ($ in thousands except per share data):

	Quarters Ended
	March 31, 2013		June 30, 2013		September 30, 2013		December 31, 2013
Total revenues	$	236,959	$	247,242	$	260,943	$	328,078
Gross profit(a)	$	154,196	$	164,398	$	177,410	$	238,502
Net income	$	60,696	$	70,427	$	79,211	$	130,815
Net income attributable to Access Midstream Partners, L.P.	$	59,538	$	69,213	$	78,217	$	129,057
Net income per common units	$	0.14	$	0.18	$	0.22	$	0.47
Net income per subordinated units	$	0.29	$	0.31	$	0.33	$	—

	Quarters Ended
	March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012
Total revenues	$	154,674	$	149,332	$	156,092	$	148,349
Gross profit(a)	$	105,992	$	104,601	$	106,287	$	93,928
Net income	$	52,366	$	51,606	$	50,228	$	24,187
Net income attributable to Access Midstream Partners, L.P.	$	52,366	$	51,606	$	50,228	$	24,255
Net income per common units	$	0.34	$	0.34	$	0.32	$	0.11
Net income per subordinated units	$	0.34	$	0.34	$	0.32	$	0.14

^(a)  Total revenue less operating costs.

26

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

16. Guarantor Condensed Consolidating Financial Information

The Partnership, as the parent company, has no independent assets or operations. The Partnership’s operations are conducted by its subsidiaries through its primary operating company subsidiary, Access MLP Operating, L.L.C., a direct 100 percent owned subsidiary of the Partnership. The Partnership’s obligations under its outstanding senior notes listed in Note 11 are fully and unconditionally guaranteed, jointly and severally, by certain of its 100 percent owned subsidiaries on a senior unsecured basis, subject to certain automatic customary releases, including sale, disposition, or transfer of the capital stock or substantially all of the assets of a subsidiary guarantor, exercise of legal defeasance option or covenant defeasance option, and designation of a subsidiary guarantor as unrestricted in accordance with the applicable indenture. The Partnership’s subsidiaries Cardinal Gas Services, L.L.C. and Jackalope Gas Gathering Services, L.L.C. are not guarantors of the Partnership’s senior notes or credit facility.

Set forth below are condensed consolidating financial statements for the Partnership, as the parent company, on a stand-alone, unconsolidated basis, and its combined guarantor and combined non-guarantor subsidiaries as of and for the year ended December 31, 2013. These schedules are presented using the equity method of accounting for all periods presented. The financial results of the non-guarantor subsidiaries are deemed minor as of December 31, 2012. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the subsidiaries operated as independent entities.

27

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2013

($ in thousands)

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Current Assets:
Cash and cash equivalents		—		400			16,829			—			17,229
Accounts receivable		—		202,007			20,402			—			222,409
Intercompany receivable from parent		3,882,291		3,105			20,330			(3,905,726	)		—
Prepaid expenses		—		10,182			—			—			10,182
Other current assets		—		7,569			542			—			8,111
Total current assets		3,882,291		223,263			58,103			(3,905,726	)		257,931
Property, plant and equipment:
Gathering systems		—		5,295,771			679,169			—			5,974,940
Other fixed assets		—		175,397			14			—			175,411
Less: Accumulated depreciation		—		(845,892	)		(13,659	)		—			(859,551	)
Total property, plant and equipment, net		—		4,625,276			665,524			—			5,290,800
Investments in affiliates		3,076,205		2,315,988			—			(3,455,590	)		1,936,603
Intangible customer relationships, net		—		372,391			—			—			372,391
Deferred loan costs, net		46,140		13,581			—			—			59,721
Total Assets		7,004,636		7,550,499			723,627			(7,361,316	)		7,917,446
Current liabilities:
Accounts payable		—		36,638			882			—			37,520
Accrued liabilities		—		203,099			65,853			—			268,952
Intercompany payable to parent		—		—			23,435			(23,435	)		—
Total current liabilities		—		239,737			90,170			(23,435	)		306,472
Long-term liabilities:
Long-term debt		2,905,730		343,500			—			—			3,249,230
Intercompany payable to parent		—		3,882,290			—			(3,882,290	)		—
Other liabilities		—		8,767			187			—			8,954
Total long-term liabilities		2,905,730		4,234,557			187			(3,882,290	)		3,258,184
Partners’ capital:
Total partners’ capital attributable to Access Midstream Partners, L.P.		4,098,906		3,076,205			633,270			(3,709,475	)		4,098,906
Noncontrolling interest		—		—			—			253,884			253,884
Total partners’ capital		4,098,906		3,076,205			633,270			(3,455,591	)		4,352,790
Total liabilities and partners’ capital		7,004,636		7,550,499			723,627			(7,361,316	)		7,917,446

28

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2013

($ in thousands)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Revenues		—			1,014,891		58,331		—			1,073,222
Operating expenses
Operating expenses		—			310,184		28,532		—			338,716
Depreciation and amortization expense		—			284,656		11,523		—			296,179
General and administrative expense		—			100,835		3,497		—			104,332
Other operating (income) expense		—			1,854		238		—			2,092
Total operating expenses		—			697,529		43,790		—			741,319
Operating income		—			317,362		14,541		—			331,903
Other income (expense)
Income from affiliates		452,828			139,962		—		(462,370	)		130,420
Interest expense		(116,803	)		—		25		—			(116,778	)
Other income		—			727		100		—			827
Income before income tax expense		336,025			458,051		14,666		(462,370	)		346,372
Income tax expense		—			5,223		—		—			5,223
Net income		336,025			452,828		14,666		(462,370	)		341,149
Net income (loss) attributable to noncontrolling interest		—			—		—		5,124			5,124
Net income attributable to Access Midstream Partners, L.P.		336,025			452,828		14,666		(467,494	)		336,025

29

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2013

($ in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities		—			539,043			24,919			—		563,962
Cash flows from Investing activities
Additions to property, plant and equipment		—			(639,404	)		(419,195	)		—		(1,058,599	)
Investment in unconsolidated affiliates		—			(572,370	)		—			—		(572,370	)
Proceeds from sale of assets		—			74,385			166			—		74,551
Net cash used in investing activities		—			(1,137,389	)		(419,029	)		—		(1,556,418	)
Cash flows from financing activities
Proceeds from long-term debt borrowings		—			2,015,700			—			—		2,015,700
Payments on long-term debt borrowings		—			(1,672,200	)		—			—		(1,672,200	)
Proceeds from issuance of common units		449,312			—			—			—		449,312
Proceeds from issuance of senior notes		414,094			—			—			—		414,094
Distributions to unit holders		(389,128	)		—			—			—		(389,128	)
Capital contributions from noncontrolling interests		—			—			151,976			—		151,976
Payments on capital lease obligations		—			(3,552	)		—			—		(3,552	)
Payments on leasehold improvement financing		—			(17,798	)		—			—		(17,798	)
Debt issuance costs		(5,944	)		(6,470	)		—			—		(12,414	)
Other adjustments		8,701			—			—			—		8,701
Intercompany advances, net		(477,035	)		219,850			257,185			—		—
Net cash provided by financing activities		—			535,530			409,161			—		944,691
Net decrease in cash and cash equivalents		—			(62,816	)		15,051			—		(47,765	)
Cash and cash equivalents, beginning of period		—			63,216			1,778					64,994
Cash and cash equivalents, end of period		—			400			16,829			—		17,229

30

EX-99.2

Exhibit 99.2

ACCESS MIDSTREAM PARTNERS, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2014			December 31, 2013
	($ in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	36,675		$	17,229
Accounts receivable		181,939			222,409
Prepaid expenses		12,382			10,182
Other current assets		12,312			8,111
Total current assets		243,308			257,931
Property, plant and equipment
Gathering systems		6,406,548			5,974,940
Other fixed assets		361,933			175,411
Less: Accumulated depreciation		(999,219	)		(859,551	)
Total property, plant and equipment, net		5,769,262			5,290,800
Investments in unconsolidated affiliates		2,103,530			1,936,603
Intangible customer relationships, net		360,502			372,391
Deferred loan costs, net		64,061			59,721
Total assets	$	8,540,663		$	7,917,446
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities:
Accounts payable	$	63,649		$	37,520
Accrued liabilities		272,555			268,952
Total current liabilities		336,204			306,472
Long-term liabilities
Long-term debt		3,805,397			3,249,230
Other liabilities		9,269			8,954
Total long-term liabilities		3,814,666			3,258,184
Commitments and contingencies (Note 7)
Partners’ capital:
Common units (190,051,818 and 177,801,147 issued and outstanding at at June 30, 2014 and December 31, 2013, respectively)		3,572,779			3,343,145
Class B units (12,680,044 and 12,424,358 issued and outstanding at June 30, 2014 and December 31, 2013, respectively)		337,312			318,472
Class C units (zero and 11,199,268 issued and outstanding at June 30, 2014 and December 31, 2013, respectively)		—			322,896
General partner interest		120,912			114,393
Total partners’ capital attributable to Access Midstream Partners, L.P.		4,031,003			4,098,906
Noncontrolling interest		358,790			253,884
Total partners’ capital		4,389,793			4,352,790
Total liabilities and partners’ capital	$	8,540,663		$	7,917,446

The accompanying notes are an integral part of these condensed consolidated financial statements.

1

ACCESS MIDSTREAM PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	($ in thousands, except per unit data)
Revenues	$	292,934		$	247,242		$	570,012		$	484,201
Operating expenses
Operating expenses		97,523			82,844			190,436			165,607
Depreciation and amortization expense		89,976			71,869			175,520			138,519
General and administrative expense		37,257			25,089			71,437			48,823
Other operating (income) expense		(317	)		1,892			1,488			1,983
Total operating expenses		224,439			181,694			438,881			354,932
Operating income		68,495			65,548			131,131			129,269
Other income (expense)
Income from unconsolidated affiliates		48,063			33,745			90,941			58,753
Interest expense		(42,903	)		(27,732	)		(81,476	)		(54,794	)
Other income		198			126			590			395
Income before income tax expense		73,853			71,687			141,186			133,623
Income tax expense		1,385			1,260			3,189			2,500
Net income		72,468			70,427			137,997			131,123
Net income attributable to noncontrolling interests		5,014			1,214			9,465			2,372
Net income attributable to Access Midstream Partners, L.P.	$	67,454		$	69,213		$	128,532		$	128,751
Limited partner interest in net income
Net income attributable to Access Midstream Partners, L.P.	$	67,454		$	69,213		$	128,532		$	128,751
Less general partner interest in net income		(23,526	)		(5,995	)		(43,142	)		(10,787	)
Limited partner interest in net income	$	43,928		$	63,218		$	85,390		$	117,964
Net income per limited partner unit – basic and diluted
Common units	$	0.18		$	0.18		$	0.33		$	0.32
Subordinated units	$	—		$	0.31		$	—		$	0.60

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

ACCESS MIDSTREAM PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	2014			2013
	($ in thousands)
Cash flows from operating activities
Net income	$	137,997		$	131,123
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		175,520			138,519
Income from unconsolidated affiliates		(90,941	)		(58,753	)
Other non-cash items		12,602			6,676
Distribution of earnings received from unconsolidated affiliates		155,358			—
Changes in assets and liabilities:
Decrease (increase) in accounts receivable		46,309			(23,592	)
(Increase) decrease in other assets		(5,312	)		1,905
Increase (decrease) in accounts payable		25,733			(10,896	)
Increase in accrued liabilities		5,495			32,598
Net cash provided by operating activities		462,761			217,580
Cash flows from investing activities
Additions to property, plant and equipment		(521,170	)		(545,594	)
Purchase of compression assets		(159,210	)		—
Investments in unconsolidated affiliates		(220,378	)		(263,710	)
Proceeds from sale of assets		14,296			31,696
Net cash used in investing activities		(886,462	)		(777,608	)
Cash flows from financing activities
Proceeds from long-term borrowings		1,053,471			875,500
Payments on long-term debt borrowings		(1,246,971	)		(659,300	)
Proceeds from issuance of common units		52,155			399,922
Proceeds from issuance of senior notes		750,000			—
Distributions to unitholders		(252,145	)		(177,430	)
Capital contributions from noncontrolling interests		95,441			71,414
Payments on capital lease obligations		(1,983	)		—
Debt issuance costs		(8,777	)		(5,377	)
Other		1,956			8,328
Net cash provided by financing activities		443,147			513,057
Net increase (decrease) in cash and cash equivalents		19,446			(46,971	)
Cash and cash equivalents, beginning of period		17,229			64,994
Cash and cash equivalents, end of period	$	36,675		$	18,023
Supplemental disclosure of non-cash investing activities
Changes in accounts payable and other liabilities related to purchases of property, plant and equipment	$	33,566		$	(25,244	)
Changes in other liabilities related to asset retirement obligations	$	1,016		$	105

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

ACCESS MIDSTREAM PARTNERS, L.P.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

(Unaudited)

	Partners’ Equity														Total
	Limited Partners									General Partner			Non- controlling interest
	Common			Class B			Class C
($ in thousands)
Balance at December 31, 2013	$	3,343,145		$	318,472		$	322,896		$	114,393		$	253,884	$	4,352,790
Net income		78,941			5,274			1,175			43,142			9,465		137,997
Distribution to unitholders		(207,772	)		—			(6,215	)		(38,158	)		—		(252,145	)
Conversion of Class C units to common units		321,151			—			(321,151	)		—			—		—
Contributions from noncontrolling interest owners		—			—			—			—			95,441		95,441
Non-cash equity based compensation		2,020			—			—			—			—		2,020
Issuance of general partner interests		—			—			—			1,535			—		1,535
Issuance of common units		52,155			—			—			—			—		52,155
Beneficial conversion feature of Class B units		822			(822	)		—			—			—		—
Amortization of beneficial conversion feature of Class B and Class C units		(17,683	)		14,388			3,295			—			—		—
Balance at June 30, 2014	$	3,572,779		$	337,312		$	—		$	120,912		$	358,790	$	4,389,793

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of Business and Basis of Presentation

Organization

Access Midstream Partners, L.P. (the “Partnership”), a Delaware limited partnership formed in January 2010, is principally focused on natural gas gathering, the first segment of midstream energy infrastructure that connects natural gas produced at the wellhead to third-party takeaway pipelines. The Partnership is the industry’s largest gathering and processing master limited partnership as measured by throughput volume. The Partnership’s assets are located in Arkansas, Kansas, Louisiana, Ohio, Oklahoma, Pennsylvania, Texas, West Virginia and Wyoming. The Partnership provides gathering, treating and compression services to Chesapeake Energy Corporation (“Chesapeake”), Total Gas and Power North America, Inc. and Total E&P USA, Inc., a wholly owned subsidiary of Total, S.A. (“Total”), Statoil ASA (“Statoil”), Anadarko Petroleum Corporation (“Anadarko”), Mitsui & Co., Ltd. (“Mitsui”) and other producers under long-term, fixed-fee contracts.

For purposes of these financial statements, the “GIP II Entities” refers to certain entities affiliated with Global Infrastructure Investors II, LLC, collectively. “Williams” refers to The Williams Companies, Inc. (NYSE: WMB).

Williams Acquisition

At June 30, 2014, the GIP II Entities held 2,068,692 notional general partner units representing a 1.0 percent general partner interest in the Partnership, 50.0 percent of the Partnership’s incentive distribution rights, 48,742,361 common units and 6,340,022 Class B units. At June 30, 2014, The GIP II Entities’ ownership represented an aggregate 26.6 percent limited partner interest in the Partnership. At June 30, 2014, Williams held 2,068,692 notional general partner units representing a 1.0 percent general partner interest in the Partnership, 50.0 percent of the Partnership’s incentive distribution rights, 40,137,695 common units and 6,340,022 Class B units. At June 30, 2014, Williams ownership represented an aggregate 22.5 percent limited partner interest in the Partnership. The public held 101,171,762 common units, representing a 48.9 percent limited partner interest in the Partnership.

On July 1, 2014, Williams acquired all of the interests in the Partnership and Access Midstream Ventures, L.L.C., the sole member of Access Midstream Partners GP, L.L.C. (the “General Partner”), that were owned by the GIP II Entities (the “Williams Acquisition”). As a result of the Williams Acquisition, Williams owns 100% of the General Partner. The GIP II Entities no longer have any ownership interest in the Partnership or the General Partner. Please read Note 12 (Subsequent Events) to the condensed consolidated financial statements for information regarding the acquisition.

MidCon Acquisition

On March 31, 2014, the Partnership acquired certain midstream compression assets from MidCon Compression, L.L.C. (“MidCon”), a wholly owned subsidiary of Chesapeake, for approximately $160 million. The acquisition added natural gas compression assets, historically leased from MidCon, in the rapidly growing Utica Shale and Marcellus Shale regions. The acquired assets include more than 100 compression units with a combined capacity of approximately 200,000 horsepower.

Equity Issuances

On August 2, 2013, the Partnership entered into an Equity Distribution Agreement (“ATM”) under which it may offer and sell common units, in amounts, at prices and on terms to be determined by market conditions and other factors, having an aggregate market value of up to $300 million. The Partnership is under no obligation to issue equity under the ATM. For the three-month period ended June 30, 2014, the Partnership sold an aggregate of 772,819 common units under the ATM for net proceeds of approximately $44.6 million, net of approximately $0.4 million in commissions, plus an approximate $0.9 million capital contribution from the Partnership’s general partner to maintain its two percent general partner interest. For the six-month period ended June 30, 2014, the Partnership sold an aggregate of 909,219 common units under the ATM for net proceeds of approximately $52.2 million, net of approximately $0.5 million in commissions, plus an approximate $1.0 million capital contribution from the Partnership’s general partner to maintain its two percent general partner interest. The Partnership used the proceeds for general partnership purposes.

5

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On April 2, 2013, the Partnership completed an equity offering of 10.35 million common units, including 1.35 million common units issued pursuant to the underwriters’ exercise of their option to purchase additional common units, at a price of $39.86 per common unit. The Partnership received offering proceeds (net of underwriting discounts and commissions) of $399.8 million from the equity offering, including proceeds from the underwriters’ exercise of their option to purchase additional common units, plus an approximate $8.4 million capital contribution from the Partnership’s general partner to maintain its two percent general partner interest. The proceeds were used for general partnership purposes, including repayment of amounts outstanding under the Partnership’s revolving credit facility.

Basis of Presentation

The accompanying financial statements and related notes present the unaudited condensed consolidated balance sheets of the Partnership as of June 30, 2014 and December 31, 2013. They also include the unaudited condensed consolidated statements of operations for the three and six-month periods ended June 30, 2014 and 2013, the unaudited condensed consolidated statements of cash flows for the Partnership for the six-month periods ended June 30, 2014 and 2013, and the unaudited changes in partners’ capital of the Partnership for the six-month period ended June 30, 2014.

The accompanying condensed consolidated financial statements were prepared using accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary to a fair statement of the results for the interim periods. Certain footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been appropriately condensed or omitted in this quarterly report on Form 10-Q (this “Form 10-Q”). Management believes the disclosures made are adequate to make the information presented not misleading. This Form 10-Q should be read together with the Partnership’s annual report on Form 10-K for the year ended December 31, 2013, as amended.

The results of operations for the six-month period ended June 30, 2014, are not indicative of results that may be expected for the full fiscal year.

Income Taxes

As a master limited partnership, the Partnership is a pass-through entity and is not subject to federal income taxes and most state income taxes with the exception of Texas Franchise Tax. For federal and state income tax purposes, all income, expenses, gains, losses and tax credits generated flow through to the owners, and accordingly, do not result in a provision for income taxes.

2. Partnership Capital and Distributions

The partnership agreement requires that, within 45 days subsequent to the end of each quarter, the Partnership distributes all of its available cash (as defined in the partnership agreement) to unitholders of record on the applicable record date. During the three and six-month periods ended June 30, 2014, the Partnership paid cash distributions to its unitholders of approximately $130.0 million and $252.1 million, respectively, representing a $0.555 per common unit distribution for the three-month period ended December 31, 2013 and a $0.575 per common unit distribution for the three-month period ended March 31, 2014. Please read Note 12 (Subsequent Events) to the condensed consolidated financial statements, concerning distributions declared on July 24, 2014, for the three-month period ended June 30, 2014.

General Partner Interest and Incentive Distribution Rights

The Partnership’s general partner is entitled to two percent of all quarterly distributions that the Partnership makes prior to its liquidation. The general partner has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its current general partner interest. The general partner’s two percent interest in the Partnership’s distributions may be reduced if the Partnership issues additional limited partner interests in the future (other than the issuance of common units upon conversion of outstanding Class B units or the issuance of common units upon a reset of the incentive distribution rights (“IDRs”)) and its general partner does not contribute a proportionate amount of capital to the Partnership to maintain its two percent general partner interest.

6

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The general partner holds IDRs that entitle it to receive increasing percentages, up to a maximum of 50 percent, of Partnership cash distributions if any of the Partnership’s quarterly distributions exceed a specified threshold. The maximum distribution sharing percentage of 50 percent includes distributions paid to the general partner on its two percent general partner interest and assumes that the general partner maintains its general partner interest at two percent. The maximum distribution of 50 percent does not include any distributions that the general partner may receive on the limited partner interests that it may acquire.

Conversion of Subordinated Units

Upon payment of the cash distribution for the second quarter of 2013, the subordination period with respect to the Partnership’s 69,076,122 subordinated units expired and all outstanding subordinated units converted into common units on a one-for-one basis on August 15, 2013. The conversion did not impact the amount of the cash distribution paid or the total number of the Partnership’s outstanding units representing limited partner interests.

Conversion of Class C Units

Under the partnership agreement, the Class C units became convertible into common units on a one-for-one basis at the election of either the Partnership or the holders of the Class C units on February 10, 2014 (the first business day following the record date for the Partnership’s 2013 fourth quarter cash distribution). After February 10, 2014, the Partnership received notice from certain of the GIP II Entities and Williams, as holders of the Class C units, of their election to convert all of the Class C units. All of the outstanding Class C units were converted into common units on a one-for-one basis effective February 19, 2014. The common units resulting from this conversion participate pro rata with the other common units in quarterly distributions. The conversion did not impact the amount of cash distributions paid or the total number of the Partnership’s outstanding units representing limited partner interests.

Class B Units

The Class B units are not entitled to cash distributions. Instead, prior to conversion into common units, the Class B units receive quarterly distributions of additional paid-in-kind Class B units. The amount of each quarterly distribution per Class B unit is the quotient of the quarterly distribution paid to the Partnership’s common units divided by the volume-weighted average price of the common units for the 30-day period prior to the declaration of the quarterly distribution to common units. Effective on the business day after the record date for the distribution on common units for the fiscal quarter ending December 31, 2014, each Class B unit will become convertible at the election of either the Partnership or the holders of such Class B unit into a common unit on a one-for-one basis. In the event of the Partnership’s liquidation, the holders of Class B units will be entitled to receive out of the Partnership’s assets available for distribution to the partners the positive balance in each such holder’s capital account in respect of such Class B units, determined after allocating the Partnership’s net income or net loss among the partners. All Class B units are held indirectly by affiliates of the Partnership’s general partner. The Class B units were issued at a discount to the market price of the common units into which they are convertible. This discount totaled $58.3 million and represents a beneficial conversion feature, which was reflected as an increase in common unitholders’ capital and a decrease in Class B unitholders’ capital to reflect the fair value of the Class B units at issuance. The beneficial conversion feature is considered a non-cash distribution recognized ratably from the issuance date of December 20, 2012, through the conversion date, resulting in an increase in Class B unitholders’ capital and a decrease in common unitholders’ capital.

7

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

3. Net Income per Limited Partner Unit

The Partnership’s net income attributable to the Partnership’s assets for periods including and subsequent to the Partnership’s acquisitions of the Partnership’s assets is allocated to the general partner and the limited partners, including any subordinated, Class B and Class C unitholders, in accordance with their respective ownership percentages, and when applicable, giving effect to unvested units granted under the Partnership’s Long-Term Incentive Plan (“LTIP”) and incentive distributions allocable to the general partner. The allocation of undistributed earnings, or net income in excess of distributions, to the IDRs is limited to available cash (as defined by the partnership agreement) for the period. The Partnership’s net income allocable to the limited partners is allocated between the common, subordinated, Class B and Class C unitholders by applying the provisions of the partnership agreement that govern actual cash distributions as if all earnings for the period had been distributed. Accordingly, for any quarterly period, if current net income allocable to the limited partners is less than the minimum quarterly distribution, or if cumulative net income allocable to the limited partners since August 3, 2010 is less than the cumulative minimum quarterly distributions, more income is allocated to the common unitholders than the subordinated, Class B and Class C unitholders for that quarterly period.

Basic and diluted net income per limited partner unit is calculated by dividing the limited partners’ interest in net income by the weighted average number of limited partner units outstanding during the period. Any common units issued during the period are included on a weighted average basis for the days in which they were outstanding.

The following table illustrates the Partnership’s calculation of net income per unit for common and subordinated limited partner units (in thousands, except per-unit information):

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
	($ in thousands, except per unit data)
Net income attributable to Access Midstream Partners, L.P.	$	67,454		$	69,213		$	128,532		$	128,751
Less general partner interest in net income		(23,526	)		(5,995	)		(43,142	)		(10,787	)
Limited partner interest in net income	$	43,928		$	63,218		$	85,390		$	117,964
Net income allocable to common units(1)	$	33,915		$	19,116		$	61,257		$	32,563
Net income allocable to subordinated units		—			21,721			—			41,558
Net income allocable to Class B units(1)		10,013			10,755			19,663			20,985
Net income allocable to Class C units(1)		—			11,626			4,470			22,858
Limited partner interest in net income	$	43,928		$	63,218		$	85,390		$	117,964
Net income per limited partner unit – basic and diluted
Common units	$	0.18		$	0.18		$	0.33		$	0.32
Subordinated units	$	—		$	0.31		$	—		$	0.60
Weighted average limited partner units outstanding – basic and diluted
Common units		190,953,800			108,673,392			187,609,231			103,575,719
Subordinated units		—			69,076,122			—			69,076,122
Total		190,953,800			177,749,514			187,609,231			172,651,841

⁽¹⁾  Adjusted to reflect amortization for the beneficial conversion feature.

8

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

4. Long-Term Debt

The following table presents the Partnership’s outstanding debt as of June 30, 2014 and December 31, 2013 (in thousands):

	June 30, 2014		December 31, 2013
Revolving credit facility	$	150,000	$	343,500
5.875 percent senior notes due April 2021		750,000		750,000
6.125 percent senior notes due July 2022		750,000		750,000
4.875 percent senior notes due May 2023		1,400,000		1,400,000
4.875 percent senior notes due March 2024		750,000		—
Premium on 5.875 percent senior notes due April 2021		5,397		5,730
Total long-term debt	$	3,805,397	$	3,249,230

The following table presents the Partnership’s average interest rate and average debt balance for the three-months ended June 30, 2014:

	Average Interest Rate			Average Balance
				(in thousands)
Revolving credit facility		2.159	%	$	91,901
5.875 percent senior notes due April 2021		5.875			750,000
6.125 percent senior notes due July 2022		6.125			750,000
4.875 percent senior notes due May 2023		4.875			1,400,000
4.875 percent senior notes due March 2024		4.875			750,000
Premium on 5.875 percent senior notes due April 2021		5.875			5,564

Revolving Credit Facility

On May 13, 2013, the Partnership amended and restated its existing senior secured revolving credit facility. The amended and restated revolving credit facility matures in May 2018 and includes revolving commitments of $1.75 billion, including a sublimit of $100.0 million for same-day swing line advances and a sub-limit of $200.0 million for letters of credit. In addition, the revolving credit facility’s accordion feature allows the Partnership to increase the available borrowing capacity under the facility up to $2.0 billion, subject to the satisfaction of certain conditions, including the identification of lenders or proposed lenders that agree to satisfy the increased commitment amounts under the revolving credit facility.

Borrowings under the revolving credit facility are available to fund working capital, finance capital expenditures and acquisitions, provide for the issuance of letters of credit and for general partnership purposes. The revolving credit facility is secured by all of the Partnership’s assets, and loans thereunder (other than swing line loans) bear interest at the Partnership’s option at either (i) the greater of (a) the reference rate of Wells Fargo Bank, NA, (b) the federal funds effective rate plus 0.50 percent or (c) the Eurodollar rate which is based on the London Interbank Offered Rate (LIBOR), plus 1.00 percent, each of which is subject to a margin that varies from 0.50 percent to 1.50 percent per annum, according to the Partnership’s leverage ratio (as defined in the agreement), or (ii) the Eurodollar rate plus a margin that varies from 1.50 percent to 2.50 percent per annum, according to the Partnership’s leverage ratio. If the Partnership reaches investment grade status, the Partnership will have the option to release the security under the credit facility and amounts borrowed will bear interest under a specified ratings-based pricing grid. The unused portion of the credit facility is subject to commitment fees of (a) 0.25 percent to 0.375 percent per annum while the Partnership is subject to the leverage-based pricing grid, according to the Partnership’s leverage ratio and (b) 0.15 percent to 0.30 percent per annum while the Partnership is subject to the ratings-based pricing grid, according to its senior unsecured long-term debt ratings.

9

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Additionally, the revolving credit facility contains various covenants and restrictive provisions which limit the Partnership and its subsidiaries’ ability to incur additional indebtedness, guarantees and/or liens; consolidate, merge or transfer all or substantially all of the Partnership’s assets; make certain investments or restricted payments; modify certain material agreements; engage in certain types of transactions with affiliates; dispose of assets; and prepay certain indebtedness. If the Partnership fails to perform its obligations under these and other covenants, the revolving credit commitment could be terminated and any outstanding borrowings, together with accrued interest, under the revolving credit facility could be declared immediately due and payable. The revolving credit facility also has cross default provisions that apply to any other indebtedness the Partnership may have with an outstanding principal amount in excess of $50 million.

The revolving credit facility agreement contains certain negative covenants that (i) limit the Partnership’s ability, as well as the ability of certain of its subsidiaries, among other things, to enter into hedging arrangements and create liens and (ii) require the Partnership to maintain a consolidated leverage ratio, and an EBITDA to interest expense ratio, in each case as described in the credit facility agreement. The revolving credit facility agreement also provides for the discontinuance of the requirement for the Partnership to maintain the EBITDA to interest expense ratio and allows for the Partnership to release all collateral securing the revolving credit facility if the Partnership reaches investment grade status. The revolving credit facility agreement also requires the Partnership to maintain a consolidated leverage ratio of 5.5 to 1.0 (or 5.0 to 1.0 after the Partnership has released all collateral upon achieving investment grade status). The Partnership was in compliance with all covenants under the agreement at June 30, 2014.

Senior Notes

On March 7, 2014, the Partnership and ACMP Finance Corp., a wholly owned subsidiary of Access MLP Operating, L.L.C., completed a public offering of $750 million in aggregate principal amount of 4.875 percent senior notes due 2024 (the “2024 Notes”). The Partnership used a portion of the net proceeds to repay borrowings outstanding under the Partnership’s revolving credit facility, including amounts incurred to fund the purchase price of and certain expenses relating to the Partnership’s purchase of compression assets from MidCon and the balance for general partnership purposes. Debt issuance costs of $8.8 million are being amortized over the life of the 2024 Notes.

On August 14, 2013, the Partnership and ACMP Finance Corp. issued $400 million in aggregate principal amount of additional 5.875 percent senior notes due 2021 (the “Additional Notes”). The Additional Notes are additional to the $350 million of 2021 Notes initially issued on April 19, 2011 and are fully fungible with, rank equally with and form a single series with the 2021 Notes. The Additional Notes were issued at a price of 101.5 percent of the principal amount plus accrued interest from April 15, 2013, resulting in net proceeds of $400.8 million, which was used for general partnership purposes, including funding working capital, repayment of indebtedness and funding the Partnership’s capital expenditure program. Debt issuance costs of $5.8 million are being amortized over the life of the Additional Notes.

On December 19, 2012, the Partnership and ACMP Finance Corp. completed a public offering of $1.4 billion in aggregate principal amount of 4.875 percent senior notes due 2023 (the “2023 Notes”). The Partnership used a portion of the net proceeds to fund a portion of the purchase price for the Partnership’s December 2012 acquisition of certain assets from Chesapeake (the “CMO Acquisition”), and the balance to repay borrowings outstanding under the Partnership’s revolving credit facility. Debt issuance costs of $25.9 million are being amortized over the life of the 2023 Notes.

On January 11, 2012, the Partnership and ACMP Finance Corp. completed a private placement of $750.0 million in aggregate principal amount of 6.125 percent senior notes due 2022 (the “2022 Notes”). The Partnership used a portion of the net proceeds to repay all borrowings outstanding under its revolving credit facility and used the balance for general partnership purposes. Debt issuance costs of $13.8 million are being amortized over the life of the 2022 Notes.

On April 19, 2011, the Partnership and ACMP Finance Corp. completed a private placement of $350.0 million in aggregate principal amount of 5.875 percent senior notes due 2021 ( the “2021 Notes”). The Partnership used a portion of the net proceeds to repay borrowings outstanding under its revolving credit facility and used the balance for general partnership purposes. Debt issuance costs of $8.2 million are being amortized over the life of the 2021 Notes.

10

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The 2024 Notes will mature on March 15, 2024, and interest is payable on March 15 and September 15 of each year. The Partnership has the option to redeem all or a portion of the 2024 Notes at any time on or after March 15, 2019, at the redemption price specified in the indenture relating to the 2024 Notes, plus accrued and unpaid interest. The Partnership may also redeem the 2024 Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to March 15, 2019. In addition, the Partnership may redeem up to 35 percent of the 2024 Notes prior to March 15, 2017 under certain circumstances with the net cash proceeds from certain equity offerings.

The 2023 Notes will mature on May 15, 2023, and interest is payable on May 15 and November 15 of each year. The Partnership has the option to redeem all or a portion of the 2023 Notes at any time on or after December 15, 2017, at the redemption price specified in the indenture relating to the 2023 Notes, plus accrued and unpaid interest. The Partnership may also redeem the 2023 Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to December 15, 2017. In addition, the Partnership may redeem up to 35 percent of the 2023 Notes prior to December 15, 2015 under certain circumstances with the net cash proceeds from certain equity offerings.

The 2022 Notes will mature on July 15, 2022 and interest is payable on January 15 and July 15 of each year. The Partnership has the option to redeem all or a portion of the 2022 Notes at any time on or after January 15, 2017, at the redemption price specified in the indenture relating to the 2022 Notes, plus accrued and unpaid interest. The Partnership may also redeem the 2022 Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to January 15, 2017. In addition, the Partnership may redeem up to 35 percent of the 2022 Notes prior to January 15, 2015 under certain circumstances with the net cash proceeds from certain equity offerings.

The 2021 Notes will mature on April 15, 2021 and interest is payable on the 2021 Notes on April 15 and October 15 of each year, beginning on October 15, 2011. The Partnership has the option to redeem all or a portion of the 2021 Notes at any time on or after April 15, 2015, at the redemption price specified in the indenture, plus accrued and unpaid interest. The Partnership may also redeem the 2021 Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to April 15, 2015. In addition, the Partnership may redeem up to 35 percent of the 2021 Notes prior to April 15, 2014 under certain circumstances with the net cash proceeds from certain equity offerings.

The indentures governing the 2024 Notes, the 2023 Notes, the 2022 Notes and the 2021 Notes contain covenants that, among other things, limit the Partnership’s ability and the ability of certain of the Partnership’s subsidiaries to: (1) sell assets including equity interests in its subsidiaries; (2) pay distributions on, redeem or purchase the Partnership’s units, or redeem or purchase the Partnership’s subordinated debt; (3) make investments; (4) incur or guarantee additional indebtedness or issue preferred units; (5) create or incur certain liens; (6) enter into agreements that restrict distributions or other payments from certain subsidiaries to the Partnership; (7) consolidate, merge or transfer all or substantially all of the Partnership’s or certain of the Partnership’s subsidiaries’ assets; (8) engage in transactions with affiliates; and (9) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the 2024 Notes, 2023 Notes, 2022 Notes or the 2021 Notes achieve an investment grade rating from either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no default, as defined in the indentures, has occurred or is continuing, many of these covenants will terminate.

The Partnership, as the parent company, has no independent assets or operations. The Partnership’s operations are conducted by its subsidiaries through its primary operating company subsidiary, Access MLP Operating, L.L.C, a direct 100 percent owned subsidiary of the Partnership. Access MLP Operating, L.L.C. and each of the Partnership’s other subsidiaries is a guarantor, other than Cardinal Gas Services, L.L.C., Jackalope Gas Gathering Services, L.L.C. and ACMP Finance Corp., an indirect 100 percent owned subsidiary of the Partnership whose sole purpose is to act as co-issuer of any debt securities. Each guarantor is a direct or indirect 100 percent owned subsidiary of the Partnership. The guarantees are full and unconditional and joint and several, subject to certain automatic customary releases, including sale, disposition, or transfer of the capital stock or substantially all of the assets of a subsidiary guarantor, exercise of legal defeasance option or covenant defeasance option, and designation of a subsidiary guarantor as unrestricted in accordance with the applicable indenture. There are no significant restrictions on the ability of the Partnership or any guarantor to obtain funds from its subsidiaries by dividend or loan. None of the assets of the Partnership or a guarantor represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act.

11

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Capitalized Interest

For the three-month periods ended June 30, 2014 and 2013, interest expense was net of capitalized interest of $9.8 million and $10.2 million, respectively, and $19.9 million for each of the six-month periods ended June 30, 2014 and 2013.

5. Equity-Based Compensation

Certain employees of the Partnership’s general partner receive equity-based compensation through the Partnership’s equity-based compensation programs. The fair value of the awards issued is determined based on the fair market value of the shares on the date of grant. This value is amortized over the vesting period, which is generally four years from the date of grant.

Certain key members of management have been designated as participants in the Management Incentive Compensation Plan which is made up of two components. The first component is an annual cash bonus based on “excess” cash distributions made by the Partnership above a specified target amount with respect to each fiscal quarter during which the award is outstanding. The second component is based on an increase in value of the Partnership’s common units at the end of a specified five-year period beginning on the award commencement date. As a result of the Williams Acquisition, both components of the Management Incentive Compensation Plan vested on July 1, 2014, resulting in total compensation expense of $41.1 million. Please read Note 12 (Subsequent Events) to the condensed consolidated financial statements.

Included in operating expense, general and administrative expense, and income from unconsolidated affiliates is total equity-based compensation of $14.0 million and $8.9 million for the three-month periods ended June 30, 2014 and 2013, respectively. Included in operating expense, general and administrative expense, and income from unconsolidated affiliates is equity-based compensation of $23.8 million and $16.3 million for the six-month periods ended June 30, 2014 and 2013, respectively.

The LTIP provides for an aggregate of 3.5 million common units to be awarded to employees, directors and consultants of the Partnership’s general partner and its affiliates through various award types, including unit awards, restricted units, phantom units, unit options, unit appreciation rights and other unit-based awards. The LTIP has been designed to promote the interests of the Partnership and its unitholders by strengthening its ability to attract, retain and motivate qualified individuals to serve as employees, directors and consultants. As of June 30, 2014, there was $38.5 million of unrecognized compensation expense attributable to the LTIP, of which $38.5 million will be recognized in the third quarter of 2014, as a result of the Williams Acquisition. Please read Note 12 (Subsequent Events) to the condensed consolidated financial statements for information regarding the acquisition.

The following table summarizes LTIP award activity for the six months ended June 30, 2014:

	Units			Value per Unit
Restricted units unvested at beginning of period		1,182,288		$	36.11
Granted		277,061		$	53.78
Vested		(139,403	)	$	33.48
Forfeited		(149,584	)	$	36.59
Restricted units unvested at end of period		1,170,362		$	40.55

6. Major Customers and Concentration of Credit Risk

Chesapeake Energy Marketing, Inc. (“CEMI”), a wholly owned subsidiary of Chesapeake, accounted for $240.6 million and $210.6 million of the Partnership’s revenues for the three-month periods ended June 30, 2014 and 2013, respectively, and $470.1 million and $413.1 million for the six-month periods ended June 30, 2014 and 2013, respectively.

12

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Financial instruments that potentially subject the Partnership to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. On June 30, 2014 and December 31, 2013, cash and cash equivalents were invested in a non-interest bearing account and money market funds with investment grade ratings. On June 30, 2014 and December 31, 2013, Chesapeake accounted for $144.1 million and $176.5 million of the Partnership’s accounts receivable balance.

7. Commitments and Contingencies

Certain property, equipment and operating facilities are leased under various operating leases. Costs are also incurred associated with leased land, rights-of-way, permits and regulatory fees, the contracts for which generally extend beyond one year but can be cancelled at any time should they not be required for operations.

From time to time, the Partnership is involved in legal, tax, regulatory and other proceedings in various forums regarding performance, contracts and other matters that arise in the ordinary course of business. Management is not aware of any such proceedings for which a final disposition could have a material effect on the Partnership’s results of operations, cash flows or financial position. Once information pertaining to a legal proceeding indicates that it is probable that a liability has been incurred, an accrual is established equal to the estimate of the Partnership’s likely exposure. There were no accruals for legal contingencies as of June 30, 2014 or December 31, 2013.

8. Fair Value Measures

The fair-value-measurement standard defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard characterizes inputs used in determining fair value according to a hierarchy that prioritizes those inputs based upon the degree to which they are observable. The three levels of the fair value hierarchy are as follows:

Level 1 — inputs represent quoted prices in active markets for identical assets or liabilities.

Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs).

Level 3 — inputs that are not observable from objective sources, such as management’s internally developed assumptions used in pricing an asset or liability (for example, an estimate of future cash flows used in management’s internally developed present value of future cash flows model that underlies the fair value measurement).

Nonfinancial assets and liabilities initially measured at fair value include third-party business combinations, impaired long-lived assets (asset groups), and initial recognition of asset retirement obligations.

The fair value of debt is the estimated amount the Partnership would have to pay to repurchase its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. Fair values are based on quoted market prices or average valuations of similar debt instruments at the balance sheet date for those debt instruments for which quoted market prices are not available. Estimated fair values are determined by using available market information and valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value. The use of different market assumptions or valuation methodologies may have a material effect on the estimated fair value amounts.

13

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	June 30, 2014				December 31, 2013
	Carrying amount		Fair value (Level 2)		Carrying amount		Fair value (Level 2)
	($ in thousands)
Financial liabilities:
Revolving credit facility	$	150,000	$	150,000	$	343,500	$	343,500
Premium on 2021 Notes		5,397		5,397		5,730		5,730
2021 Notes		750,000		805,313		750,000		801,098
2022 Notes		750,000		827,813		750,000		804,848
2023 Notes		1,400,000		1,477,882		1,400,000		1,355,382
2024 Notes		750,000		794,063		—		—

The carrying amount of cash and cash equivalents, accounts receivable and accounts payable reported on the balance sheet approximates fair value due to their short-term maturities.

14

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9. Segment Information

The Partnership’s operations are divided into eight operating segments: Barnett Shale, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, Niobrara Shale, Utica Shale, Mid-Continent region and Corporate.

Summarized financial information for the reportable segments is shown in the following tables, presented in thousands.

Three months ended June 30, 2014

	Barnett		Eagle Ford		Haynesville			Marcellus			Niobrara
Revenues	$	83,788	$	84,016	$	29,076		$	3,930		$	5,577
Operating expenses		22,538		15,509		10,986			2,197			2,997
Depreciation and amortization expense		25,080		15,727		20,624			2,330			1,486
General and administrative expense		—		—		—			—			—
Other operating expense		—		—		—			—			—
Operating income (loss)	$	36,170	$	52,780	$	(2,534	)	$	(597	)	$	1,094
Income (loss) from unconsolidated affiliates	$	—	$	—	$	—		$	40,671		$	—
Capital expenditures	$	2,777	$	46,090	$	2,596		$	9,347	(1)	$	57,860	(2)
Total assets	$	1,463,190	$	1,249,178	$	1,241,495		$	1,584,405		$	236,668

	Utica			Mid- Continent		Corporate			Consolidated
Revenues	$	33,899		$	52,648	$	—		$	292,934
Operating expenses		11,805			19,442		12,049			97,523
Depreciation and amortization expense		5,369			10,816		8,544			89,976
General and administrative expense		—			—		37,257			37,257
Other operating expense		—			—		(317	)		(317	)
Operating income (loss)	$	16,725		$	22,390	$	(57,533	)	$	68,495
Income (loss) from unconsolidated affiliates	$	4,584		$	2,808	$	—		$	48,063
Capital expenditures	$	85,541	(3)	$	22,434	$	24,894		$	251,539
Total assets	$	1,408,825		$	805,808	$	551,094		$	8,540,663

⁽¹⁾  Amount excludes $37.7 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates.

⁽²⁾  Amount includes $28.9 million of capital expenditures attributable to noncontrolling interest owners.

⁽³⁾  Amount excludes $75.7 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates and includes $28.4 million of capital expenditures attributable to noncontrolling interest owners.

15

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Three months ended June 30, 2013

	Barnett		Eagle Ford		Haynesville		Marcellus			Niobrara
Revenues	$	90,384	$	67,752	$	30,621	$	4,012		$	2,431
Operating expenses		23,963		14,951		9,109		198			1,946
Depreciation and amortization expense		24,000		13,362		19,471		38			1,156
General and administrative expense		—		—		—		—			—
Other operating expense		—		—		—		—			—
Operating income (loss)	$	42,421	$	39,439	$	2,041	$	3,776		$	(671	)
Income (loss) from unconsolidated affiliates	$	—	$	—	$	—	$	34,492		$	—
Capital expenditures	$	13,395	$	83,443	$	2,777	$	5	(1)	$	11,671	(2)
Total assets	$	1,558,776	$	1,062,109	$	1,308,901	$	1,322,496		$	103,844

	Utica			Mid- Continent			Corporate			Consolidated
Revenues	$	7,238		$	44,804		$	—		$	247,242
Operating expenses		2,269			16,975			13,433			82,844
Depreciation and amortization expense		2,265			8,208			3,369			71,869
General and administrative expense		—			—			25,089			25,089
Other operating expense		—			—			1,892			1,892
Operating income (loss)	$	2,704		$	19,621		$	(43,783	)	$	65,548
Income (loss) from unconsolidated affiliates	$	(929	)	$	182		$	—		$	33,745
Capital expenditures	$	94,023	(3)	$	29,134	(4)	$	40,192		$	274,640
Total assets	$	669,413		$	758,322		$	432,709		$	7,216,570

⁽¹⁾  Amount excludes $75.9 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates.

⁽²⁾  Amount includes $5.8 million of capital expenditures attributable to noncontrolling interest owners.

⁽³⁾  Amount excludes $112.0 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates and includes $33.8 million of capital expenditures attributable to noncontrolling interest owners.

⁽⁴⁾  Amount excludes $2.3 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates.

16

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Six months ended June 30, 2014

	Barnett		Eagle Ford		Haynesville			Marcellus			Niobrara
Revenues	$	171,606	$	162,106	$	56,533		$	5,301		$	12,089
Operating expenses		47,758		31,347		21,076			3,113			5,295
Depreciation and amortization expense		50,382		30,763		40,931			3,237			2,873
General and administrative expense		—		—		—			—			—
Other operating expense		—		—		—			—			—
Operating income (loss)	$	73,466	$	99,996	$	(5,474	)	$	(1,049	)	$	3,921
Income (loss) from unconsolidated affiliates	$	—	$	—	$	—		$	81,203		$	—
Capital expenditures	$	8,792	$	123,573	$	6,246		$	15,802	(1)	$	88,518	(2)
Total assets	$	1,463,190	$	1,249,178	$	1,241,495		$	1,584,405		$	236,668

	Utica			Mid- Continent		Corporate			Consolidated
Revenues	$	58,473		$	103,904	$	—		$	570,012
Operating expenses		20,223			37,351		24,273			190,436
Depreciation and amortization expense		9,403			21,417		16,514			175,520
General and administrative expense		—			—		71,437			71,437
Other operating expense		—			—		1,488			1,488
Operating income (loss)	$	28,847		$	45,136	$	(113,712	)	$	131,131
Income (loss) from unconsolidated affiliates	$	5,110		$	4,628	$	—		$	90,941
Capital expenditures	$	181,179	(3)	$	39,456	$	57,604		$	521,170
Total assets	$	1,408,825		$	805,808	$	551,094		$	8,540,663

⁽¹⁾  Amount excludes $70.9 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates.

⁽²⁾  Amount includes $44.9 million of capital expenditures attributable to noncontrolling interest owners.

⁽³⁾  Amount excludes $151.9 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates and includes $59.3 million of capital expenditures attributable to noncontrolling interest owners.

17

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Six months ended June 30, 2013

	Barnett		Eagle Ford		Haynesville		Marcellus			Niobrara
Revenues	$	183,468	$	125,711	$	64,095	$	7,741		$	4,733
Operating expenses		47,902		29,351		20,424		2,795			3,490
Depreciation and amortization expense		47,915		23,449		38,757		161			1,875
General and administrative expense		—		—		—		—			—
Other operating expense		—		—		—		—			—
Operating income (loss)	$	87,651	$	72,911	$	4,914	$	4,785		$	(632	)
Income (loss) from unconsolidated affiliates	$	—	$	—	$	—	$	59,738		$	—
Capital expenditures	$	34,399	$	165,359	$	10,562	$	189	(1)	$	23,197	(2)
Total assets	$	1,558,776	$	1,062,109	$	1,308,901	$	1,322,496		$	103,844

	Utica			Mid- Continent			Corporate			Consolidated
Revenues	$	12,734		$	85,719		$	—		$	484,201
Operating expenses		4,815			35,179			21,651			165,607
Depreciation and amortization expense		3,465			16,806			6,091			138,519
General and administrative expense		—			—			48,823			48,823
Other operating expense		—			—			1,983			1,983
Operating income (loss)	$	4,454		$	33,734		$	(78,548	)	$	129,269
Income (loss) from unconsolidated affiliates	$	(1,090	)	$	105		$	—		$	58,753
Capital expenditures	$	159,779	(3)	$	68,130	(4)	$	83,979		$	545,594
Total assets	$	669,413		$	758,322		$	432,709		$	7,216,570

⁽¹⁾  Amount excludes $169.1 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates.

⁽²⁾  Amount includes $11.6 million of capital expenditures attributable to noncontrolling interest owners.

⁽³⁾  Amount excludes $184.0 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates and includes $55.8 million of capital expenditures attributable to noncontrolling interest owners.

⁽⁴⁾  Amount excludes $2.6 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates.

18

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

10. Guarantor Condensed Consolidating Financial Information

The Partnership, as the parent company, has no independent assets or operations. The Partnership’s operations are conducted by its subsidiaries through its primary operating company subsidiary, Access MLP Operating, L.L.C., a direct 100 percent owned subsidiary of the Partnership. The Partnership’s obligations under its outstanding senior notes listed in Note 4 are fully and unconditionally guaranteed, jointly and severally, by certain of its direct and indirect 100 percent owned subsidiaries on a senior unsecured basis, subject to certain automatic customary releases, including sale, disposition, or transfer of the capital stock or substantially all of the assets of a subsidiary guarantor, exercise of legal defeasance option or covenant defeasance option, and designation of a subsidiary guarantor as unrestricted in accordance with the applicable indenture. The Partnership’s subsidiaries Cardinal Gas Services, L.L.C. and Jackalope Gas Gathering Services, L.L.C. are not guarantors of the Partnership’s senior notes or credit facility.

Set forth below are condensed consolidating financial statements for the Partnership, as the parent company, on a stand-alone, unconsolidated basis, and its combined guarantor and combined non-guarantor subsidiaries as of June 30, 2014 and December 31, 2013 and for the three and six months ended June 30, 2014 and 2013. These schedules are presented using the equity method of accounting for all periods presented. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the subsidiaries operated as independent entities.

19

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JUNE 30, 2014

($ in thousands)

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Current assets
Cash and cash equivalents	$	—	$	8		$	36,667		$	—		$	36,675
Accounts receivable		—		153,556			28,383			—			181,939
Prepaid expenses		—		12,201			181			—			12,382
Other current assets		—		11,339			973			—			12,312
Total current assets		—		177,104			66,204			—			243,308
Property, plant and equipment
Gathering systems		—		5,457,491			949,057			—			6,406,548
Other fixed assets		—		361,800			133			—			361,933
Less: Accumulated depreciation		—		(975,412	)		(23,807	)		—			(999,219	)
Total property, plant and equipment, net		—		4,843,879			925,383			—			5,769,262
Investments in unconsolidated affiliates		3,225,723		2,642,277			—			(3,764,470	)		2,103,530
Intangible customer relationships, net		—		360,502			—			—			360,502
Intercompany receivable from parent		4,408,660		7,563			118			(4,416,341	)		—
Deferred loan costs, net		52,017		12,044			—			—			64,061
Total assets	$	7,686,400	$	8,043,369		$	991,705		$	(8,180,811	)	$	8,540,663
Current liabilities
Accounts payable	$	—	$	34,236		$	29,413		$	—		$	63,649
Accrued liabilities		—		215,753			56,802			—			272,555
Intercompany payable to parent		—		—			7,681			(7,681	)		—
Total current liabilities		—		249,989			93,896			(7,681	)		336,204
Long-term liabilities
Long-term debt		3,655,397		150,000			—			—			3,805,397
Intercompany payable to parent		—		4,408,660			—			(4,408,660	)		—
Other liabilities		—		8,997			272			—			9,269
Total long-term liabilities		3,655,397		4,567,657			272			(4,408,660	)		3,814,666
Partners’ capital
Total partners’ capital attributable to Access Midstream Partners, L.P.		4,031,003		3,225,723			897,537			(4,123,260	)		4,031,003
Noncontrolling interest		—		—			—			358,790			358,790
Total partners’ capital		4,031,003		3,225,723			897,537			(3,764,470	)		4,389,793
Total liabilities and partners’ capital	$	7,686,400	$	8,043,369		$	991,705		$	(8,180,811	)	$	8,540,663

20

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2013

($ in thousands)

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Current assets
Cash and cash equivalents	$	—	$	400		$	16,829		$	—		$	17,229
Accounts receivable		—		202,007			20,402			—			222,409
Prepaid expenses		—		10,182			—			—			10,182
Other current assets		—		7,569			542			—			8,111
Total current assets		—		220,158			37,773			—			257,931
Property, plant and equipment
Gathering systems		—		5,295,771			679,169			—			5,974,940
Other fixed assets		—		175,397			14			—			175,411
Less: Accumulated depreciation		—		(845,892	)		(13,659	)		—			(859,551	)
Total property, plant and equipment, net		—		4,625,276			665,524			—			5,290,800
Investments in unconsolidated affiliates		3,076,205		2,315,988			—			(3,455,590	)		1,936,603
Intangible customer relationships, net		—		372,391			—			—			372,391
Intercompany receivable from parent		3,882,291		3,105			20,330			(3,905,726	)		—
Deferred loan costs, net		46,140		13,581			—			—			59,721
Total assets	$	7,004,636	$	7,550,499		$	723,627		$	(7,361,316	)	$	7,917,446
Current liabilities
Accounts payable	$	—	$	36,638		$	882		$	—		$	37,520
Accrued liabilities		—		203,099			65,853			—			268,952
Intercompany payable to parent		—		—			23,435			(23,435	)		—
Total current liabilities		—		239,737			90,170			(23,435	)		306,472
Long-term liabilities
Long-term debt		2,905,730		343,500			—			—			3,249,230
Intercompany payable to parent		—		3,882,290			—			(3,882,290	)		—
Other liabilities		—		8,767			187			—			8,954
Total long-term liabilities		2,905,730		4,234,557			187			(3,882,290	)		3,258,184
Partners’ capital
Total partners’ capital attributable to Access Midstream Partners, L.P.		4,098,906		3,076,205			633,270			(3,709,475	)		4,098,906
Noncontrolling interest		—					—			253,884			253,884
Total partners’ capital		4,098,906		3,076,205			633,270			(3,455,591	)		4,352,790
Total liabilities and partners’ capital	$	7,004,636	$	7,550,499		$	723,627		$	(7,361,316	)	$	7,917,446

21

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2014

($ in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Revenues	$	—		$	253,458		$	39,476	$	—		$	292,934
Operating expenses
Operating expenses		—			80,031			17,492		—			97,523
Depreciation and amortization expense		—			84,452			5,524		—			89,976
General and administrative expense		—			35,354			1,903		—			37,257
Other operating (income) expense		—			(350	)		33		—			(317	)
Total operating expenses		—			199,487			24,952		—			224,439
Operating income		—			53,971			14,524		—			68,495
Other income (expense)
Income from unconsolidated affiliates		110,357			57,630			—		(119,924	)		48,063
Interest expense		(42,903	)		—			—		—			(42,903	)
Other income		—			141			57		—			198
Income before income tax expense		67,454			111,742			14,581		(119,924	)		73,853
Income tax expense		—			1,385			—		—			1,385
Net income		67,454			110,357			14,581		(119,924	)		72,468
Net income attributable to noncontrolling interests		—			—			—		5,014			5,014
Net income attributable to Access Midstream Partners, L.P.	$	67,454		$	110,357		$	14,581	$	(124,938	)	$	67,454

22

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2013

($ in thousands)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Revenues	$	—		$	237,670	$	9,572	$	—		$	247,242
Operating expenses
Operating expenses		—			79,912		2,932		—			82,844
Depreciation and amortization expense		—			69,541		2,328		—			71,869
General and administrative expense		—			24,542		547		—			25,089
Other operating expense		—			1,892		—		—			1,892
Total operating expenses		—			175,887		5,807		—			181,694
Operating income		—			61,783		3,765		—			65,548
Other income (expense)
Income from unconsolidated affiliates		96,953			36,319		—		(99,527	)		33,745
Interest expense		(27,740	)		—		8		—			(27,732	)
Other income		—			111		15		—			126
Income before income tax expense		69,213			98,213		3,788		(99,527	)		71,687
Income tax expense		—			1,260		—		—			1,260
Net income		69,213			96,953		3,788		(99,527	)		70,427
Net income attributable to noncontrolling interests		—			—		—		1,214			1,214
Net income attributable to Access Midstream Partners, L.P.	$	69,213		$	96,953	$	3,788	$	(100,741	)	$	69,213

23

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2014

($ in thousands)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	499,450	$	70,562		$	—		$	570,012
Operating expenses
Operating expenses		—			160,210		30,226			—			190,436
Depreciation and amortization expense		—			165,322		10,198			—			175,520
General and administrative expense		—			67,880		3,557			—			71,437
Other operating (income) expense		—			1,528		(40	)		—			1,488
Total operating expenses		—			394,940		43,941			—			438,881
Operating income		—			104,510		26,621			—			131,131
Other income (expense)
Income from unconsolidated affiliates		210,008			108,154		—			(227,221	)		90,941
Interest expense		(81,476	)		—		—			—			(81,476	)
Other income		—			533		57			—			590
Income before income tax expense		128,532			213,197		26,678			(227,221	)		141,186
Income tax expense		—			3,189		—			—			3,189
Net income		128,532			210,008		26,678			(227,221	)		137,997
Net income attributable to noncontrolling interests		—			—		—			9,465			9,465
Net income attributable to Access Midstream Partners, L.P.	$	128,532		$	210,008	$	26,678		$	(236,686	)	$	128,532

24

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

($ in thousands)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Revenues	$	—		$	467,240	$	16,961	$	—		$	484,201
Operating expenses
Operating expenses		—			160,513		5,094		—			165,607
Depreciation and amortization expense		—			134,373		4,146		—			138,519
General and administrative expense		—			48,120		703		—			48,823
Other operating expense		—			1,983		—		—			1,983
Total operating expenses		—			344,989		9,943		—			354,932
Operating income		—			122,251		7,018		—			129,269
Other income (expense)
Income from unconsolidated affiliates		183,557			63,426		—		(188,230	)		58,753
Interest expense		(54,806	)		—		12		—			(54,794	)
Other income		—			380		15		—			395
Income before income tax expense		128,751			186,057		7,045		(188,230	)		133,623
Income tax expense		—			2,500		—		—			2,500
Net income		128,751			183,557		7,045		(188,230	)		131,123
Net income attributable to noncontrolling interests		—			—		—		2,372			2,372
Net income attributable to Access Midstream Partners, L.P.	$	128,751		$	183,557	$	7,045	$	(190,602	)	$	128,751

25

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2014

($ in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities	$	—		$	405,796		$	56,965		$	—	$	462,761
Cash flows from investing activities
Additions to property, plant and equipment		—			(246,455	)		(274,715	)		—		(521,170	)
Purchase of compression assets		—			(159,210	)		—			—		(159,210	)
Investments in unconsolidated affiliates		—			(220,378	)		—			—		(220,378	)
Proceeds from sale of assets		—			14,296			—			—		14,296
Net cash used in investing activities		—			(611,747	)		(274,715	)		—		(886,462	)
Cash flows from financing activities
Proceeds from long-term borrowings		—			1,053,471			—			—		1,053,471
Payments on long-term debt borrowings		—			(1,246,971	)		—			—		(1,246,971	)
Proceeds from issuance of common units		52,155			—			—			—		52,155
Proceeds from issuance of senior notes		750,000			—			—			—		750,000
Distributions to unitholders		(252,145	)		—			—			—		(252,145	)
Capital contributions from noncontrolling interests		—			—			95,441			—		95,441
Payments on capital lease obligations		—			(1,983	)		—			—		(1,983	)
Debt issuance costs		(8,777	)		—			—			—		(8,777	)
Other		1,956			—			—			—		1,956
Intercompany advances, net		(543,189	)		401,042			142,147			—		—
Net cash provided by financing activities		—			205,559			237,588			—		443,147
Net increase in cash and cash equivalents		—			(392	)		19,838			—		19,446
Cash and cash equivalents, beginning of period		—			400			16,829			—		17,229
Cash and cash equivalents, end of period	$	—		$	8		$	36,667		$	—	$	36,675

26

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

($ in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities	$	—		$	206,739		$	10,841		$	—	$	217,580
Cash flows from investing activities
Additions to property, plant and equipment		—			(356,868	)		(188,726	)		—		(545,594	)
Investments in unconsolidated affiliates		—			(263,710	)		—			—		(263,710	)
Proceeds from sale of assets		—			31,696			—			—		31,696
Net cash used in investing activities		—			(588,882	)		(188,726	)		—		(777,608	)
Cash flows from financing activities
Proceeds from long-term borrowings		—			875,500			—			—		875,500
Payments on long-term debt borrowings		—			(659,300	)		—			—		(659,300	)
Proceeds from issuance of common units		399,922			—			—			—		399,922
Proceeds from issuance of senior notes		—			—			—			—		—
Distributions to unitholders		(177,430	)		—			—			—		(177,430	)
Capital contributions from noncontrolling interests		—			—			71,414			—		71,414
Payments on capital lease obligations		—			—			—			—		—
Debt issuance costs		(660	)		(4,717	)		—			—		(5,377	)
Other		8,328			—			—			—		8,328
Intercompany advances, net		(230,160	)		107,444			122,716			—		—
Net cash provided by financing activities		—			318,927			194,130			—		513,057
Net increase in cash and cash equivalents		—			(63,216	)		16,245			—		(46,971	)
Cash and cash equivalents, beginning of period		—			63,216			1,778			—		64,994
Cash and cash equivalents, end of period	$	—		$	—		$	18,023		$	—	$	18,023

27

ACCESS MIDSTREAM PARTNERS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

11. Recently Issued Accounting Standards

The Financial Accounting Standards Board (“FASB”) recently issued the following standard which the Partnership reviewed to determine the potential impact on its financial statements upon adoption.

On May 28, 2014, FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction and industry specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. This guidance will be effective for the Partnership beginning January 1, 2017. The Partnership is currently evaluating the impact of this new standard on its condensed consolidated financial statements.

12. Subsequent Events

On July 24, 2014, the board of directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders of $0.595 per unit, together with the corresponding distributions to the Class B unitholders and the general partner. The cash distributions will be paid on August 14, 2014, to unitholders of record at the close of business on August 7, 2014, and to the general partner.

On July 1, 2014, Williams acquired all of the interests in the Partnership and Access Midstream Ventures, L.L.C., the sole member of the General Partner, that were owned by the GIP II Entities. As a result of the closing of the Williams Acquisition, Williams owns 100% of the General Partner, and the GIP II Entities no longer have any ownership interest in the Partnership or the General Partner. As a result of the Williams Acquisition, all units outstanding under the LTIP at June 30, 2014, vested on July 1, 2014, resulting in total compensation expense of $38.5 million. Additionally, both components of the Management Incentive Compensation Plan vested on July 1, 2014, resulting in accelerated compensation expense of $41.1 million.

28

EX-99.3

Exhibit 99.3

Introduction to the Unaudited Pro Forma Condensed Combined Financial Statements

On July 1, 2014, we acquired 50 percent of the general partner interest and 55.1 million limited partner units in Access Midstream Partners, L.P. (ACMP) previously held by Global Infrastructure Partners II for $5.995 billion in cash. We now own 100 percent of the general partner interest, including incentive distribution rights, and approximately 50 percent of the limited partner units in ACMP.

The following pro forma condensed combined financial statements have been developed by applying pro forma adjustments to the individual historical audited and unaudited financial statements of The Williams Companies, Inc. and ACMP. The following unaudited pro forma condensed combined balance sheet as of June 30, 2014, has been prepared to give effect to the transaction as if the acquisition had occurred on June 30, 2014. The following unaudited pro forma condensed combined statements of income for the six months ended June 30, 2014, and year ended December 31, 2013, have been prepared to give effect to the transaction as if the acquisition had occurred at the beginning of 2013. Our historical condensed consolidated financial statements have been derived from and should be read together with the historical audited and unaudited consolidated financial statements and the related notes in Exhibit 99.1 of our Form 8-K dated May 22, 2014, and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. ACMP’s historical condensed consolidated financial statements have been derived from and should be read together with its historical audited and unaudited consolidated financial statements and the related notes in Exhibits 99.1 and 99.2 of this Form 8-K/A.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only to reflect the acquisition of ACMP and do not represent what our results of operations or financial position would actually have been had the acquisition occurred on the dates noted above, or project our results of operations or financial position for any future periods. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have a continuing impact on our results of operations. The estimated fair values of assets acquired and liabilities assumed are based on preliminary management estimates and are subject to final valuation adjustments which may cause the amounts ultimately recorded to be different from those shown. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma condensed combined financial information.

The Williams Companies, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2014

($ in millions)

	Historical
	The Williams Companies, Inc.			Access Midstream Partners, L.P.			Pro Forma Adjustments (a)			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	860		$	37		$	—		$	897
Accounts and notes receivable - net		658			182			12	(b,d)		852
Deferred income tax asset		132			—			—			132
Inventories		276			—			—			276
Other current assets and deferred charges		193			24			—			217
Total current assets		2,119			243			12			2,374
Investments		4,489			2,104			172	(b)		6,765
Property, plant, and equipment, at cost		27,380			6,768			206			34,354
Accumulated depreciation and amortization		(7,938	)		(999	)		999			(7,938	)
Property, plant, and equipment – net		19,442			5,769			1,205			26,416
Goodwill		646			—			2,616			3,262
Other intangible assets		1,616			361			7,947			9,924
Cash held for ACMP acquisition		5,995			—			(5,995	) (c)		—
Regulatory assets, deferred charges, and other		642			64			(64	)		642
Total assets	$	34,949		$	8,541		$	5,893		$	49,383
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	990		$	64		$	11	(d)	$	1,065
Accrued liabilities		655			272			72			999
Commercial paper		—			—			—			—
Long-term debt due within one year		751			—			—			751
Total current liabilities		2,396			336			83			2,815
Long-term debt		15,539			3,805			247			19,591
Deferred income taxes		3,658			—			1,041	(b)		4,699
Other noncurrent liabilities		1,434			10			—			1,444
Contingent liabilities
Equity:
Stockholders’ equity:
Common stock		782			—			—			782
Common units		—			3,573			(3,573	)		—
Other stockholders’ equity		7,081			—			1,731	(b,d)		8,812
Other partners’ capital		—			458			(458	)		—
Total stockholders’ equity		7,863			4,031			(2,300	)		9,594
Noncontrolling interests in consolidated subsidiaries		4,059			359			6,822			11,240
Total equity		11,922			4,390			4,522			20,834
Total liabilities and equity	$	34,949		$	8,541		$	5,893		$	49,383

See accompanying notes.

The Williams Companies, Inc.

Unaudited Pro Forma Condensed Combined Statement of Income

For the six months ended June 30, 2014

($ in millions, except per share amounts)

	Historical
	The Williams Companies, Inc.			Access Midstream Partners, L.P.			Pro Forma Adjustments			Pro Forma Combined
Revenues	$	3,427		$	570		$	—		$	3,997
Costs and expenses:
Product costs		1,493			—			—			1,493
Operating and maintenance expenses		606			190			—			796
Depreciation and amortization expenses		428			176			79	(a)		683
Selling, general, and administrative expenses		286			71			(2	) (b)		355
Net insurance recoveries – Geismar Incident		(161	)		—			—			(161	)
Other (income) expense – net		44			2			—			46
Total costs and expenses		2,696			439			77			3,212
Operating income (loss)		731			131			(77	)		785
Equity earnings (losses)		(11	)		91			(25	) (c)		55
Interest expense		(303	)		(81	)		(22	) (d)		(406	)
Other investing income – net		32			—			(4	) (e)		28
Other income (expense) – net		5			—			—			5
Income (loss) from continuing operations before income taxes		454			141			(128	)		467
Provision (benefit) for income taxes		135			3			(3	) (f)		135
Income (loss) from continuing operations		319			138			(125	)		332
Less: Income (loss) from continuing operations attributable to noncontrolling interests		80			9			9	(g)		98
Income (loss) from continuing operations attributable to controlling interests	$	239		$	129		$	(134	)	$	234
Basic earnings (loss) per common share:
Income (loss) from continuing operations attributable to controlling interests	$	.34								$	.31
Weighted-average shares (thousands)		690,695							(h)		746,257
Diluted earnings (loss) per common share:
Income (loss) from continuing operations attributable to controlling interests	$	.34								$	.31
Weighted-average shares (thousands)		694,832							(h)		750,394

See accompanying notes.

The Williams Companies, Inc.

Unaudited Pro Forma Condensed Combined Statement of Income

For the year ended December 31, 2013

($ in millions, except per share amounts)

	Historical
	The Williams Companies, Inc.			Access Midstream Partners, L.P.			Pro forma Adjustments			Pro Forma Combined
Revenues	$	6,860		$	1,073		$	—		$	7,933
Costs and expenses:
Product costs		3,027			—			—			3,027
Operating and maintenance expenses		1,097			339			—			1,436
Depreciation and amortization expenses		815			296			213	(a)		1,324
Selling, general, and administrative expenses		512			104			—			616
Other (income) expense – net		34			2			—			36
Total costs and expenses		5,485			741			213			6,439
Operating income (loss)		1,375			332			(213	)		1,494
Equity earnings (losses)		134			130			(62	) (c)		202
Interest expense		(510	)		(117	)		(61	) (d)		(688	)
Other investing income – net		81			—			(31	) (e)		50
Other income (expense) – net		—			1			—			1
Income (loss) from continuing operations before income taxes		1,080			346			(367	)		1,059
Provision (benefit) for income taxes		401			5			(19	) (f)		387
Income (loss) from continuing operations		679			341			(348	)		672
Less: Income (loss) from continuing operations attributable to noncontrolling interests		238			5			20	(g)		263
Income (loss) from continuing operations attributable to controlling interests	$	441		$	336		$	(368	)	$	409
Basic earnings (loss) per common share:
Income (loss) from continuing operations attributable to controlling interests	$	.65								$	.55
Weighted-average shares (thousands)		682,948							(h)		743,898
Diluted earnings (loss) per common share:
Income (loss) from continuing operations attributable to controlling interests	$	.64								$	.55
Weighted-average shares (thousands)		687,185							(h)		748,135

See accompanying notes.

Note 1. Pro Forma Adjustments and Assumptions

Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

a) The pro forma adjustments primarily reflect our acquisition of ACMP under the acquisition method of accounting, under which tangible and identifiable intangible assets acquired and liabilities assumed are recorded at their estimated fair values as of the acquisition date. The excess of the consideration transferred, including the fair value of the noncontrolling interest and our previously held equity interest, over the preliminary estimated fair value of net assets acquired is reflected as goodwill on the accompanying unaudited pro forma condensed combined balance sheet. The estimated fair values of assets acquired and liabilities assumed are based on preliminary management estimates and are subject to final valuation adjustments which may cause the amounts ultimately recorded to be different from those shown on the unaudited pro forma condensed combined balance sheet. The pro forma adjustments also reflect the consolidation of ACMP. Additional specific adjustments are further described below. The following table presents a preliminary allocation of the major classes of the assets acquired and liabilities assumed at July 1, 2014.

	ACMP Historical Net Book Value			Adjustment			Preliminary Fair Value
				(Millions)
Current Assets	$	243		$	—		$	243
Investments		2,104			2,285			4,389
Property, plant, and equipment - net		5,769			1,205			6,974
Goodwill		—			2,616			2,616
Other intangibles		361			7,947			8,308
Other noncurrent assets		64			(64	)		—
Current liabilities		(336	)		(72	)		(408	)
Long-term debt, including current portion		(3,805	)		(247	)		(4,052	)
Other noncurrent liabilities		(10	)		—			(10	)
Noncontrolling interests in subsidiaries of ACMP		(359	)		(278	)		(637	)
	$	4,031		$	13,392		$	17,423

	Preliminary Fair Value
	(Millions)
Our existing equity-method investment in ACMP	$	4,884
Noncontrolling interests in ACMP		6,544
Cash consideration		5,995
	$	17,423

b) Prior to this acquisition, we held an equity-method investment in ACMP with a book value of $2.113 billion. As a result of this acquisition achieved in stages, we remeasured our existing equity-method investment in ACMP to fair value as of the acquisition date, which resulted in a preliminary remeasurement gain of $2.793 billion that has been reflected, net of deferred income taxes of $1.041 billion, within other stockholders’ equity. We have also reduced our previous equity-method investment by $22 million primarily reflecting equity losses associated with certain compensation-related costs that were triggered by the acquisition. The associated income taxes for these adjustments were determined using a composite statutory rate of 37.275 percent.

c) Represents the cash consideration paid for the acquisition.

d) Represents the accrual of direct acquisition costs that were recognized upon completion of the acquisition on July 1, 2014, tax affected at a composite statutory tax rate of 37.275 percent.

Note. 1 Pro Forma Adjustments and Assumptions (continued)

Unaudited Pro Forma Condensed Combined Statements of Income Adjustments

a) Represents additional net depreciation and amortization expense associated with reflecting the acquired property, plant, and equipment and other identifiable intangible assets at fair value. The adjustments assume estimated useful lives of 30 years for both property, plant, and equipment and other intangible assets.

b) Represents the reversal of certain direct transaction costs.

c) Includes the reversal of equity earnings from our historical investment in ACMP of $13 million and $30 million for the six months ended June 30, 2014, and year ended December 31, 2013, respectively, as this pro forma presentation includes ACMP’s results on a consolidated basis. Also includes $12 million and $32 million for the six months ended June 30, 2014 and year ended December 31, 2013, respectively, reflecting the amortization of the difference between the fair value of the equity-method investments we acquired and our underlying share of the net assets of those investments. These pro forma adjustments also reflect assumed estimated useful lives of 30 years for property, plant, and equipment and other intangibles of the equity-method investees.

d) Includes interest of $50 million and $100 million for the six months ended June 30, 2014, and year ended December 31, 2013, respectively, related to debt financing associated with the acquisition, primarily the issuance of $1.25 billion of 4.55 percent senior unsecured notes due 2024 and $650 million of 5.75 percent senior unsecured notes due 2044. These amounts are partially offset by $19 million and $39 million, respectively, primarily related to the premium resulting from reflecting the assumed ACMP debt at fair value. This adjustment assumes the amortization of the premium over the remaining terms of ACMP’s debt. The adjustment for the six months ended June 30, 2014, also includes the reversal of $9 million of certain direct transaction costs associated with financing commitments.

e) Represents the reversal of investing gains associated with our equity-method investment in ACMP resulting from ACMP equity issuances that diluted our ownership interest and were accounted for as though we sold a portion of our investment as this pro forma presentation reflects ACMP on a consolidated basis.

f) Represents the net tax provision (benefit) associated with the portion of the previously described pro forma adjustments attributable to The Williams Companies, Inc., determined using a composite statutory tax rate of 37.275 percent.

g) Represents the portion of ACMP’s historical income from continuing operations that is attributable to noncontrolling interests in ACMP, as well as the previously described pro forma adjustments that is attributable to noncontrolling interests.

h) Basic and diluted weighted-average common shares have been increased by 55,562,000 and 60,950,000 shares for the six months ended June 30, 2014 and year ended December 31, 2013, respectively, to reflect the issuance of common shares in June 2014, associated with the acquisition. The net proceeds of this offering were used to fund a portion of the acquisition.