8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2011 (December 16, 2010)

CHESAPEAKE MIDSTREAM PARTNERS, L.P.

(Exact name of Registrant as specified in its Charter)

Delaware	001-34831	80-0534394
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer Identification No.)

900 NW 63rd Street, Oklahoma City, Oklahoma	73118
(Address of principal executive offices)	(Zip Code)

(405) 935-1500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing 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))

Explanatory Note

On December 22, 2010, Chesapeake Midstream Partners, LP (the “Partnership”) filed a Current Report on Form 8-K (the “Initial Report”) to report, among other things, the closing of its acquisition of certain midstream assets from affiliates of Chesapeake Energy Corporation (“Chesapeake”). The assets included in the acquisition (the “Springridge Assets”) are located in the Haynesville Shale primarily in Louisiana. The Partnership acquired the Springridge Assets for $500 million and the acquisition was funded through an approximate $234 million draw on the Partnership’s revolving credit facility plus cash on hand. The terms of the transaction were approved by the Board of Directors of the Partnership’s general partner and by the Board’s Conflicts Committee. The acquisition closed on December 21, 2010 with an economic effective date of December 1, 2010.

This Current Report on Form 8-K/A (the “Amendment”) amends and supplements the Initial Report to include the financial statements of the Springridge Assets and the unaudited pro forma financial statements of the Partnership required by Items 9.01(a) and 9.01(b) of Form 8-K and to include exhibits under Item 9.01(d) of Form 8-K. No other modifications to the Initial Report are being made by this Amendment.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

Financial Statements of the Springridge Assets as of and for the nine months ended September 30, 2010 (unaudited) and as of and for the year ended December 31, 2009, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K/A.

(b) Pro Forma Financial Information

Unaudited Pro Forma Condensed Consolidated Financial Statements of the Partnership as of and for the nine months ended September 30, 2010 and for the year ended December 31, 2009, a copy of which is included as Exhibit 99.2 to this Current Report on Form 8-K/A.

(d) Exhibits

23.1 Consent of PricewaterhouseCoopers LLP

99.1 Financial Statements of the Springridge Assets as of and for the nine months ended September 30, 2010 (unaudited) and as of and for the year ended December 31, 2009.

99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements of the Partnership as of and for the nine months ended September 30, 2010 and for the year ended December 31, 2009.

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 thereunto duly authorized.

	CHESAPEAKE MIDSTREAM PARTNERS, L.P.
	By:	Chesapeake Midstream GP, L.L.C., its general partner
By:	/s/ David C. Shiels
	David C. Shiels Chief Financial Officer

Dated: February 11, 2011

INDEX TO EXHIBITS

Exhibit Number	Exhibit Description
23.1	Consent of PricewaterhouseCoopers LLP.
99.1	Financial Statements of the Springridge Assets as of and for the nine months ended September 30, 2010 (unaudited) and as of and for the year ended December 31, 2009.
99.2	Unaudited Pro Forma Condensed Consolidated Financial Statements of the Partnership as of and for the nine months ended September 30, 2010 and as of and for the year ended December 31, 2009.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-169338) of Chesapeake Midstream Partners, L.P. of our report dated December 16, 2010 relating to the financial statements of the Springridge Assets, which appears in the Current Report on Form 8-K/A of Chesapeake Midstream Partners, L.P. dated February 11, 2011.

/s/ PricewaterhouseCoopers LLP

Tulsa, Oklahoma

February 11, 2011

EX-99.1

Exhibit 99.1

SPRINGRIDGE ASSETS

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	2
Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009	3
Statements of Operations for the Nine Months Ended September 30, 2010 (unaudited) and the Twelve Months Ended December 31, 2009	4
Statements of Cash Flows for the Nine Months Ended September 30, 2010 (unaudited) and Twelve Months Ended December 31, 2009	5
Statements of Changes in Division Equity for the Nine Months Ended September 30, 2010 (unaudited) and Twelve Months Ended December 31, 2009	6
Notes to Financial Statements	7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the partners of Chesapeake Midstream Partners, L.P.:

In our opinion, the accompanying balance sheet and the related statements of operations, of cash flows, and of changes in division equity present fairly, in all material respects, the financial position of the Springridge Assets (“Springridge”) at December 31, 2009, and results of its operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of Springridge’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit 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 audit provides a reasonable basis for our opinion.

As discussed in Note 3, the Springridge Assets earned all of its revenues from an affiliate and has other significant transactions with affiliated entities.

/s/ PricewaterhouseCoopers LLP

December 16, 2010

Tulsa, Oklahoma

2

SPRINGRIDGE ASSETS

BALANCE SHEETS

(in thousands)

	September 30, 2010			December 31, 2009
	(unaudited)
ASSETS (collateral for Parent debt – see Note 8)
Current assets:
Cash and cash equivalents	$	—		$	—
Accounts receivable, affiliate		21,610			18,414
Other current assets		2,120			1,677
Total current assets		23,730			20,091
Property, plant and equipment:
Gathering systems		326,198			238,447
Other fixed assets		1,901			1,189
Less: Accumulated depreciation		(13,392	)		(4,511	)
Total property, plant and equipment, net		314,707			235,125
Deferred loan costs, net		756			903
Total assets (collateral for Parent debt – see Note 8)	$	339,193		$	256,119
LIABILITIES AND DIVISION EQUITY
Current liabilities:
Accounts payable, affiliate	$	13,988		$	17,580
Accrued liabilities, affiliate		1,949			768
Total current liabilities		15,937			18,348
Long-term liabilities:
Revolving bank credit facility, affiliate		41,107			—
Total long-term liabilities		41,107			—
Commitments and contingencies (Note 7)
Division Equity		282,149			237,771
Total liabilities and division equity	$	339,193		$	256,119

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

3

SPRINGRIDGE ASSETS

STATEMENTS OF OPERATIONS

($ in thousands)

	Nine Months Ended			Year Ended
	September 30, 2010			December 31, 2009
	(unaudited)
Revenues, affiliate:	$	39,685		$	29,219
Operating Expenses:
Operating		15,363			11,161
Depreciation and amortization		9,125			4,190
General and administrative		3,302			1,661
Total operating expense		27,790			17,012
Operating income		11,895			12,207
Other Income (Expense):
Interest expense		(86	)		(39	)
Income before income tax expense		11,809			12,168
Income tax expense		—			—
Net income	$	11,809		$	12,168

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

4

SPRINGRIDGE ASSETS

STATEMENTS OF CASH FLOWS

($ in thousands)

	Nine Months Ended September 30, 2010			Year Ended December 31, 2009
	(unaudited)
Cash flows from operating activities:
Net income	$	11,809		$	12,168
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,125			4,190
Changes in assets and liabilities:
Increase in accounts receivable		(3,196	)		(16,285	)
Increase in other assets		(443	)		(1,664	)
Decrease in accounts payable		(2,400	)		(12,147	)
Increase in accrued liabilities		1,181			509
Net cash provided by (used in) operating activities		16,076			(13,229	)
Cash flows from investing activities:
Additions to property, plant and equipment		(89,605	)		(162,284	)
Net cash used in investing activities		(89,605	)		(162,284	)
Cash flows from financing activities:
Contributions from Parent		32,569			176,416
Proceeds from long-term debt borrowings		83,743			—
Payments on long-term debt borrowings		(42,636	)		—
Debt issuance cost		(147	)		(903	)
Net cash provided by financing activities		73,529			175,513
Net increase in cash and cash equivalents		—			—
Cash and cash equivalents, beginning of period		—			—
Cash and cash equivalents, end of period	$	—		$	—
Supplemental disclosure of non-cash investing activities: Changes in accounts payable related to purchase of property, plant and equipment	$	(1,191	)	$	(9,998	)

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

5

SPRINGRIDGE ASSETS

STATEMENTS OF CHANGES IN DIVISION EQUITY

($ in thousands)

	Nine Months Ended		Year Ended
	September 30, 2010		December 31, 2009
	(unaudited)
Beginning balance	$	237,771	$	49,187
Net income		11,809		12,168
Contributions from Parent		32,569		176,416
Ending Balance	$	282,149	$	237,771

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

6

SPRINGRIDGE ASSETS

NOTES TO FINANCIAL STATEMENTS

1. Nature of Business and Basis of Presentation

The accompanying financial statements and related notes present the financial position, results of operations, division equity and cash flows of certain midstream assets acquired by Chesapeake Midstream Partners, L.P. (the “Partnership”) from Chesapeake Midstream Development, L.P. (the “Parent”) an affiliate of Chesapeake Energy Corporation (“Chesapeake”). The acquisition (“Springridge Acquisitions”) consisted of the Springridge gathering system and related facilities (the “Springridge Assets”), located in the Caddo and De Soto Parishes of Louisiana in the Haynesville Basin.

These financial statements were prepared in connection with the Partnership’s acquisition of the Springridge Assets from the Parent and incorporate the activities and account balances of the Springridge Assets as reflected in the historical cost-basis accounts of Chesapeake, with certain adjustments made in order to reasonably reflect substantially all of the costs of doing business. These adjustments required the use of management’s assumptions, allocations and estimates.

These financial statements and notes thereto were prepared for the purpose of complying with Securities Exchange Commission rules and regulations, including but not limited to Regulation S-X, Article 3, General Instructions as to Financial Statements, and Staff Accounting Bulleting Topic 1-B, Allocation of Expenses and Related Disclosures in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity. Certain expenses incurred by Chesapeake and its affiliates were only indirectly attributable to the Springridge Assets. In connection with the Springridge Acquisition by the Partnership, agreements between affiliates of Chesapeake and the Partnership were established or amended with respect to the Springridge Assets and will become effective either on November 30, 2010, or the closing date of the acquisition. These agreements materially affect certain items related to the Springridge Assets, primarily general and administrative expense and settlements of affiliate-based transactions. The Partnership entered into a 10-year, fee-based gathering agreement with affiliates of Chesapeake for all of Chesapeake’s affiliate throughput on the Springridge Assets. Beginning with the Partnership’s annual report on form 10-K for the year ended December 31, 2010, the Springridge Assets will be consolidated by the Partnership. Accordingly, these financial statements are not indicative of the actual results of operations that would have occurred if the Springridge Assets had been operated separately during the periods reported under the aforementioned fee based gathering agreement with Chesapeake. Transactions between the Springridge Assets and Chesapeake and its affiliates have been identified in the financial statements as transactions between affiliates. The allocations and related estimates and assumptions are more fully described in Note 2 and Note 3.

Management has evaluated and disclosed all material subsequent events through December 16, 2010.

2. Summary of Significant Accounting Policies

Use of Estimates

To conform to accounting principles generally accepted in the United States, management makes estimates and assumptions that affect the amounts reported in the financial statements and the notes thereto. These estimates are evaluated on an ongoing basis, utilizing historical experience and other methods considered reasonable in the particular circumstances. Although these estimates are based on management’s best available knowledge at the time, actual results may differ.

Effects on the Springridge Assets’ 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. Changes in facts and circumstances or discovery of new facts and circumstances may result in revised estimates and actual results may differ from these estimates.

7

SPRINGRIDGE ASSETS

NOTES TO FINANCIAL STATEMENTS

Fair Value

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. Based on the borrowing rates available at September 30, 2010, for debt with similar terms and maturities, the carrying value of long-term debt approximates its fair value.

Property, plant and equipment and impairment of long-lived assets

Property, plant and equipment are stated at the lower of historical cost less accumulated depreciation or fair value if impaired. All construction related direct labor and material costs are capitalized. The cost of renewals and betterments that extend the useful life of property, plant and equipment is also capitalized. The cost of repairs, replacements and major maintenance projects that do not extend the useful life or increase the expected output of property, plant and equipment is expensed as incurred.

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. When assets are placed into service, management makes estimates with respect to useful lives and salvage values that management believes are reasonable. However, subsequent events could cause a change in estimates, thereby impacting future depreciation amounts.

Management evaluates the ability to recover the carrying amount of long-lived assets and determines whether such long-lived assets have been impaired. Impairment exists when the carrying amount of an asset exceeds estimates of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. When alternative courses of action to recover the carrying amount of a long-lived asset are under consideration, estimates of future undiscounted cash flows take into account possible outcomes and probabilities of their occurrence. If the carrying amount of the long-lived asset is not recoverable, based on the estimated future undiscounted cash flows, the impairment loss is measured as the excess of the asset’s carrying amount over its estimated fair value, such that the asset’s carrying amount is adjusted to its estimated fair value with an offsetting impairment charge.

Fair value represents the estimated price between market participants to sell an asset in the principal or most advantageous market for the asset, based on assumptions a market participant would make. When warranted, management assesses the fair value of long-lived assets using commonly accepted techniques and may use more than one source in making such assessments. Sources used to determine fair value include, but are not limited to, recent third-party comparable sales, internally developed discounted cash flow analyses and analyses from outside advisors. Significant changes, such as changes in contract rates or terms, the condition of an asset, or management’s intent to utilize the asset, generally require management to reassess the cash flows related to long-lived assets. No impairment was recognized for the nine months ended September 30, 2010 or for the year ended December 31, 2009.

Revenue recognition

Revenue includes gathering services pursuant to fee-based agreements. Under its fee-based agreements, the Springridge Assets earn a fixed fee per unit of the natural gas gathered and recognize revenues for its services at the time such services are performed. In connection with the Springridge Acquisition, the Partnership entered into a 10-year, fee-based gathering agreement with Chesapeake which will become effective upon closing for all of its affiliate throughput on the Springridge Assets.

8

SPRINGRIDGE ASSETS

NOTES TO FINANCIAL STATEMENTS

Natural gas imbalances

Other current assets includes natural gas imbalance receivables resulting from differences in (i) gas volumes received into the Springridge Assets and (ii) gas volumes delivered by the Springridge Assets to customers or otherwise settled pursuant to the applicable contract terms. Natural gas imbalances that are subject to monthly cash settlement are valued according to the terms of the contract as of the balance sheet dates, and generally reflect market index prices. Other natural gas imbalances that are ultimately settled in-kind are valued at the weighted average cost of natural gas as of the balance sheet dates. Changes in natural gas imbalances are reported in other revenues or cost of product expense in the statements of operations.

Cash

Chesapeake or its affiliates provided cash as needed to support the Springridge Assets and collected cash from the services provided by the Springridge Assets. Consequently, the accompanying balance sheets do not include any cash balances. See Note 3—Transactions with Affiliates for information on the Parent’s centralized cash management process. Net cash paid to or received from the Parent is reflected as net contributions from or distributions to Chesapeake on the accompanying statements of division equity and cash flows.

Income Taxes

The Springridge Asset’s Parent is a partnership and is not subject to federal and state income taxes. As such these financial statements do not include any federal or state income taxes.

3. TRANSACTIONS WITH AFFILIATES

Affiliate transactions

The Springridge Assets provide natural gas gathering and processing services to Chesapeake and a portion of the Springridge Assets’ expenditures is paid by or to Chesapeake. Each of these activities results in affiliate transactions.

Cash management

Chesapeake operates a cash management system whereby excess cash from most of its subsidiaries, held in separate bank accounts, is swept into a centralized account. Purchases related to the Springridge Assets’ third-party transactions were paid in cash by Chesapeake within the centralized cash management system and were ultimately settled through an adjustment to division equity. Interest on outstanding net affiliate balances owed to the Springridge Assets was charged at a variable rate based on the Parent’s weighted average return on short-term investments (0.5% and 0.2% at September 30, 2010 and December 31, 2009, respectively). The outstanding affiliate balances were entirely settled through an adjustment to division equity in connection with the Springridge Acquisition.

Allocation of costs

The Springridge Assets do not have any employees. The employees supporting the operations of the Springridge Assets are employees of Chesapeake. For the purpose of these financial statements, a portion of Chesapeake’s general and administrative expenses has been allocated to the Springridge Assets in the form of a management services fee and included in the accompanying statements of operations. The management services fee represents allocable costs, including compensation, benefits, pension and postretirement costs, associated with the provision of services for or on the behalf of the Springridge Assets by the Parent related to the following: (i) various business services, including, but not limited to, payroll, accounts payable and facilities management; and (ii) various corporate services, including, but not limited to, legal, accounting, treasury, information technology and human resources. General, administrative and management costs were allocated to the Springridge Assets based on direct operating expense of the Parent. Management considers these allocation methodologies to be reasonable. These general and administrative charges were $1.7 million and $0.7 million for the nine months ended September 30, 2010 and for the year ended December 31, 2009, respectively.

9

SPRINGRIDGE ASSETS

NOTES TO FINANCIAL STATEMENTS

Summary of affiliate transactions

Revenues from affiliates include amounts earned by the Springridge Assets from gathering services to Chesapeake. Operating expenses include all amounts accrued or paid to affiliates for the operation of the Springridge Assets, whether in providing services to affiliates or to third parties, including field labor, measurement and analysis, and other disbursements. Affiliate expenses do not bear a direct relationship to affiliate revenues and third-party expenses do not bear a direct relationship to third-party revenues. For example, the Springridge Assets’ affiliate expenses are not necessarily those expenses attributable to generating affiliate revenues. The following table summarizes affiliate transactions (in thousands):

	Nine Months Ended September 30, 2010		Twelve Months Ended December 31, 2009
	(unaudited)
Revenue — affiliates	$	39,685	$	29,219
Operating expenses — affiliates		9,654		7,181

4. CONCENTRATION OF CREDIT RISK

Chesapeake generated all of the revenues of the Springridge Assets during the nine months ended September 30, 2010 and for the year ended December 31, 2009.

5. PROPERTY, PLANT AND EQUIPMENT

A summary of the historical cost of the Springridge Assets’ property, plant and equipment is as follows (in thousands, except for estimated useful life):

	September 30, 2010			December 31, 2009			Estimated Useful Life
	(unaudited)						(in years)
Natural gas gathering systems	$	326,198		$	238,447			20
Other		1,901			1,189			3
Total property, plant and equipment		328,099			239,636
Accumulated depreciation		(13,392	)		(4,511	)
Total net property, plant and equipment	$	314,707		$	235,125

Included in gathering systems is $43.8 million and $42.7 million at September 30, 2010 and December 31, 2009, respectively, that is not subject to depreciation as the systems were under construction and have not been put into service. Depreciation expense was $8.9 million and $4.0 million for the nine months ended September 30, 2010 and for the year ended December 31, 2009, respectively.

6. ACCRUED LIABILITIES

The following table provides the components of accrued liabilities (in thousands):

	Nine Months Ended September 30, 2010		Twelve Months Ended December 31, 2009
	(unaudited)
Sales, Payroll, and Property Tax	$	982	$	45
Payroll		867		671
Other		100		52
Total accrued liabilities	$	1,949	$	768

10

SPRINGRIDGE ASSETS

NOTES TO FINANCIAL STATEMENTS

7. COMMITMENTS AND CONTINGENCIES

Environmental obligations

The Springridge Assets are 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 Springridge Assets’ 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 Springridge Assets are 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 Springridge Assets’ results of operations, cash flows or financial position.

Lease commitments

Rent expense was approximately $2.4 million and $0.8 million for the nine months ended September 30, 2010 and for the year ended December 31, 2009, respectively. The Springridge Assets’ remaining contractual lease obligations as of September 30, 2010 represent 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.

Future minimum rental payments due as of December 31, 2009 are as follows (in thousands):

	Operating Leases
2010	$	3,688
2011		6,192
2012		6,347
2013		6,505
2014 and thereafter		5,731
Totals	$	28,463

8. REVOLVING BANK CREDIT FACILITY

Borrowings were allocated from the Parent’s revolving credit facility to the Springridge Assets and are reported as revolving bank credit facility, affiliate. During 2009, investments in property, plant and equipment and working capital needs were funded through contributions from a Chesapeake affiliate. This affiliate did not have any outstanding debt during 2009, as such no debt was allocated to the Springridge Assets. At September 30, 2010 debt payable totaled $41.1 million and was $0.0 million at December 31, 2009. This debt includes interest and other terms generally consistent with the credit facility of the Parent. Borrowings bear interest at the Parent’s option at either (i) the greater of the reference rate of Wells Fargo Bank, National Association, the federal funds effective rate plus 0.50%, and the one-month LIBOR plus 1.00%, all of which are subject to a margin that varies from 1.75% to 2.25% per annum according to the most recent leverage ratio or (ii) the LIBOR plus a margin that varies from 2.75% to 3.25% per annum according to the most recent leverage ratio. Interest is payable quarterly or, if LIBOR applies, may be payable at more frequent intervals and the credit facility matures on July 31, 2015. Interest expense on the note was $0.1 million for the nine months ended September 30, 2010.

All assets of the Parent, including Springridge Assets, are pledged as collateral on all of the Parent’s debt.

11

EX-99.2

Exhibit 99.2

CHESAPEAKE MIDSTREAM PARTNERS, LP

INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

	Page
Introduction	2
Unaudited pro forma condensed consolidated balance sheet as of September 30, 2010	4
Unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2010	5
Unaudited pro forma condensed consolidated statement of operations for the twelve months ended December 31, 2009	6
Notes to unaudited pro forma condensed consolidated financial statements	7

Introduction to the unaudited pro forma

condensed consolidated financial statements of Chesapeake Midstream Partners, LP

The unaudited pro forma condensed consolidated financial statements present the impact on Chesapeake Midstream Partners, LP’s (collectively with its consolidated subsidiaries, the “Partnership”) results of operations and financial position attributable to the acquisition of certain midstream assets from affiliates of Chesapeake Energy Corporation pursuant to the Asset Purchase Agreement dated as of December 16, 2010 (the “Springridge Asset Purchase Agreement”) with an effective date for accounting purposes of November 30, 2010. The Partnership acquired Chesapeake’s 100% ownership interest in the Springridge natural gas gathering system in the Haynesville Shale, which consists of 220 miles of gathering pipeline in Caddo and De Soto Parishes, Louisiana. The average throughput on the system during the third quarter of 2010 was approximately 400 million cubic feet per day, with significant future exposure to third-party volume.

These assets are referred to collectively as the “Springridge Assets,” and the acquisition is referred to as the “Springridge Acquisition.” The consideration paid by the Partnership consisted of $500.0 million which was funded with a draw of approximately $234 million on the Partnership’s revolving credit facility and the balance of approximately $266 million through cash on hand.

At closing, the Partnership entered into a 10-year, fee-based gas gathering agreement with affiliates of Chesapeake which includes a significant acreage dedication, annual fee redetermination and a minimum volume commitment.

For purposes of these condensed consolidated financial statements, “Chesapeake” or “Parent” refers to Chesapeake Energy Corporation and its consolidated subsidiaries, excluding the Partnership; and “affiliates” refers to wholly owned and partially owned subsidiaries of Chesapeake, excluding the Partnership.

The unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2010 and for the year ended December 31, 2009 and unaudited pro forma condensed consolidated balance sheet as of September 30, 2010 are based upon the historical consolidated financial statements of the Partnership, the purchase price allocated to the Springridge assets and the historical results of operations of the Springridge Assets.

The unaudited pro forma condensed consolidated financial statements have been prepared as if the Springridge Acquisition occurred on January 1, 2010, in the case of the unaudited pro forma condensed consolidated statement of income for the nine months ended September 30, 2010, and as if the Springridge Acquisition occurred on January 1, 2009, in the case of the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2009. The unaudited pro forma condensed consolidated balance sheet has been prepared as if the Springridge Acquisition occurred on September 30, 2010. The unaudited pro forma condensed consolidated financial statements have been prepared based on the assumption that the Partnership will continue to be treated as a partnership for U.S. federal and state income tax purposes and therefore will not be subject to U.S. federal income taxes or state income taxes, except for the Texas margin tax on the portion of the Partnership’s pro forma income that is allocable to Texas. The unaudited pro forma condensed consolidated financial statements have also been prepared based on certain pro forma adjustments, as described in Note 2. The following financial statements are qualified in their entirety by reference to and should be read in conjunction with such historical financial statements and related notes contained in those reports: (i) Springridge Assets’ historical financial statements set forth in Exhibit 99.1 of this Current Report on Form 8-K/A as of and for the nine months ended September 30, 2010 (unaudited) and as of and for the year ended December 31, 2009; and (ii) the Partnership’s unaudited historical consolidated financial statements set forth in its Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2010, as filed with the U.S. Securities and Exchange Commission.

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 the Springridge Assets to the Partnership.

2

Introduction to the unaudited pro forma

condensed consolidated financial statements of Chesapeake Midstream Partners, LP

The Springridge Assets will be subject to the terms and conditions of various agreements between the Partnership and Chesapeake, including the following:

• an omnibus agreement, which provides for certain indemnifications, reimbursement for expenses paid by Chesapeake on behalf of the Partnership and compensation to Chesapeake for providing the Partnership with certain general and administrative services and insurance coverage;

• a services and secondment agreement, pursuant to which specified employees of Chesapeake are seconded to the general partner to provide operating, routine maintenance and other services with respect to the assets owned and operated by the Partnership under the direction, supervision and control of the general partner;

• other routine agreements with Chesapeake or its subsidiaries that arise in the ordinary course of business for gathering services and other operational matters.

In connection with the Springridge Acquisition, the Partnership entered into a 10-year, fee-based gathering agreement with affiliates of Chesapeake for all of its affiliate throughput on the Springridge Assets. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the results that would have occurred if the Partnership had acquired the Springridge Assets on the dates indicated nor are they indicative of the future operating results of the Partnership.

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CHESAPEAKE MIDSTREAM PARTNERS, L.P.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2010

(unaudited, in thousands)

	Partnership Historical			Springridge Assets (a)			Pro Forma Adjustments			Partnership Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	309,130		$	—		$	(266,000	)(b)	$	43,130
Accounts receivable, including $27,623 and $21,610 from affiliates with the Partnership and the Springridge Assets, respectively		35,674			21,610			(21,610	)(e)		35,674
Other current assets		3,351			2,120			(2,120	)(e)		3,351
Total current assets		348,155			23,730			(289,730	)		82,155
Property, plant and equipment:
Gathering systems		2,155,868			326,198			1,321	(d)		2,483,387
Other fixed assets		35,588			1,901			(1,901	)(e)		35,588
Less: Accumulated depreciation		(335,231	)		(13,392	)		13,392	(e)		(335,231	)
Total property, plant and equipment, net		1,856,225			314,707			12,812			2,183,744
Intangible asset – customer contract		—			—			172,481	(d)		172,481
Deferred loan costs, net		15,798			756			(756	)(e)		15,798
Total assets	$	2,220,178		$	339,193		$	(105,193	)	$	2,454,178
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, including $13,988 due to affiliates with the Springridge Assets	$	35,163		$	13,988		$	(13,988	)(e)	$	35,163
Accrued liabilities, including $30,902 and $1,949 due to affiliates with the Partnership and the Springridge Assets, respectively		45,250			1,949			(1,949	)(e)		45,250
Total current liabilities		80,413			15,937			(15,937	)		80,413
Long-term liabilities:
Revolving bank credit facility		—			41,107			192,893	(c)		234,000
Other liabilities		4,127			—			—			4,127
Total long-term liabilities		4,127			41,107			192,893			238,127
Commitments and contingencies (Note 9)
Equity:
Common units (69,083,265 issued and outstanding at September 30, 2010)		1,256,960			—			—			1,256,960
Subordinated units (69,076,122 issued and outstanding at September 30, 2010)		844,220			—			—			844,220
General partner units (2,819,434 issued and outstanding at September 30, 2010)		34,458			—			—			34,458
Division Equity		—			282,149			(282,149	)(e)		—
Total equity		2,135,638			282,149			(282,149	)		2,135,638
Total liabilities and equity	$	2,220,178		$	339,193		$	(105,193	)	$	2,454,178

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CHESAPEAKE MIDSTREAM PARTNERS, L.P.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2010

(unaudited, in thousands)

	Partnership Historical			Springridge Assets (a)			Pro Forma Adjustments			Partnership Pro Forma
Revenues, including revenue from affiliates	$	296,685		$	39,685		$	—		$	336,370
Operating Expenses:
Operating expenses, including expenses from affiliates		97,172			15,363			—			112,535
Depreciation and amortization expense		69,177			9,125			8,624	(f)		86,926
General and administrative expense, including expenses from affiliates		21,221			3,302			990	(g)		25,513
Loss on sale of assets		256			—			—			256
Total operating expenses		187,826			27,790			9,614			225,230
Operating income (loss)		108,859			11,895			(9,614	)		111,140
Other Income (Expense):
Interest expense		(1,818	)		(86	)		(5,197	)(h)		(7,101	)
Other income		76			—			—			76
Income (loss) before income tax expense		107,117			11,809			(14,811	)		104,115
Income tax expense		1,772			—			—			1,772
Net income (loss)	$	105,345		$	11,809		$	(14,811	)	$	102,343
Limited partner interest in net income
Net income										$	102,343
Less general partner interest in net income											(2,047	)
Limited partner interest in net income										$	100,296
Net income per common unit – basic and diluted										$	0.73
Net income per subordinated unit – basic and diluted										$	0.73

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CHESAPEAKE MIDSTREAM PARTNERS, L.P.

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2009

(unaudited, in thousands)

	Partnership Pro Forma			Springridge Assets (a)			Pro Forma Adjustments			Partnership Pro Forma as Adjusted
Revenues, including revenue from affiliates	$	383,095		$	29,219		$	—		$	412,314
Operating Expenses:
Operating expenses, including expenses from affiliates		142,048			11,161			—			153,209
Depreciation and amortization expense		73,212			4,190			11,499	(f)		88,901
General and administrative expense, including expenses from affiliates		20,773			1,661			1,400	(g)		23,834
Impairment of property, plant and equipment and other assets		90,207			—			—			90,207
Loss on sale of assets		47			—			—			47
Total operating expenses		326,287			17,012			12,899			356,198
Operating income (loss)		56,808			12,207			(12,899	)		56,116
Other Income (Expense):
Interest expense		(840	)		(39	)		(7,044	)(h)		(7,923	)
Other income		9			—			—			9
Income (loss) before income tax expense		55,977			12,168			(19,943	)		48,202
Income tax expense		—			—			—			—
Net income (loss)	$	55,977		$	12,168		$	(19,943	)	$	48,202
Limited partner interest in net income
Net income										$	48,202
Less general partner interest in net income											(964	)
Limited partner interest in net income										$	47,238
Net income per common unit – basic and diluted										$	0.34
Net income per subordinated unit – basic and diluted										$	0.34

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Notes to the unaudited pro forma condensed consolidated financial statements of

Chesapeake Midstream Partners, LP

1. Basis of presentation

The unaudited pro forma condensed consolidated financial statements are based upon the historical consolidated financial statements of the Partnership and the historical financial statements of the Springridge Assets. The unaudited pro forma condensed consolidated financial statements present the impact of the Springridge Acquisition, which are described in the introduction to the unaudited pro forma condensed consolidated financial statements, on the Partnership’s results of operations, and present the impact of the Springridge Acquisition on the unaudited pro forma condensed consolidated financial position.

2. Pro forma adjustments

The following adjustments for the Partnership have been prepared (i) as if the Springridge Acquisition occurred on January 1, 2009, in the case of the unaudited pro forma condensed consolidated statement of income for the year ended December 31, 2009, (ii) as if the Springridge Acquisition occurred on January 1, 2010, in the case of the unaudited pro forma condensed consolidated statement of income for the nine months ended September 30, 2010, and (iii) as if the Springridge Acquisition occurred on September 30, 2010, in the case of the unaudited pro forma condensed consolidated balance sheet:

(a)	The historical operating results and balance sheet of the Springridge Assets.
(b)	The use of $266 million of cash and cash equivalents on hand to fund, in part, the total purchase price of $500 million of the Springridge Acquisition.
(c)	The borrowing by the Partnership of $234 million under its revolving credit facility in connection with the Springridge Acquisition and elimination of $41 million of debt allocated to the Springridge Assets that was not acquired.
(d)	Allocation of the $500 million purchase price of the Springridge Acquisition which closed on December 21, 2010. The fair market value of the gathering systems was $327.5 million and the fair market value of the customer contract with Chesapeake was $172.5 million at closing of the transaction.
(e)	Elimination of balance sheet accounts that were not acquired in the Springridge Acquisition.
(f)	The amortization of the customer contract gas gathering agreement signed in connection with the Springridge Acquisition. The intangible asset is amortized on a straight-line basis over 15 years.
(g)	The incurrence of incremental general and administrative expense per contractual agreement with Chesapeake. The established terms indicate corporate overhead costs will be charged to the Partnership based on a fee per mcf of natural gas gathered. The mcf fee is calculated as the lesser of $0.03/mcf gathered or actual corporate overhead costs.
(h)	Interest at 3.01% on the debt incurred to fund the Springridge Acquisition. The debt is variable and a 125 basis point increase in the interest rate would have increased interest expense $0.3 million for the twelve months ended December 31, 2009 and $0.2 million for the nine months ended September 30, 2010.

3. Pro forma net income per limited partner unit

The Partnership’s net income is allocated to the general partner and the limited partners, including any subordinated unitholders, in accordance with their respective ownership percentages. The Partnership’s net income allocable to the limited partners is allocated between the common and subordinated 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, more income is allocated to the common unitholders than the subordinated unitholders for that quarterly period.

Pro forma net income per limited partner unit is determined by dividing the pro forma net income that would have been allocated, in accordance with the provisions of the limited partnership agreement, to the common and subordinated unitholders by the number of common and subordinated units outstanding. For purposes of this calculation, we assumed that (1) annual pro forma cash distributions were equal to annual pro forma earnings and (2) 2,819,434 general partner units, 69,083,265 common units and 69,076,122

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Notes to the unaudited pro forma condensed consolidated financial statements of

Chesapeake Midstream Partners, LP

subordinated units were outstanding since the beginning of the periods presented. Because (i) the limited partnership agreement requires the Partnership to distribute available cash rather than the earnings reflected in the Partnership’s income statement and (ii) the pro forma net income per unit calculation has been prepared on a year-to-date basis in lieu of a quarterly basis, actual cash distributions declared and paid by the Partnership may vary significantly from reported pro forma net income per unit. Pursuant to the limited partnership agreement, to the extent that the quarterly distributions exceed certain targets, the general partner is entitled to receive certain incentive distributions that will result in more net income being proportionately allocated to the general partner than to the holders of common and subordinated units. The pro forma net income per unit would not have been sufficient to generate incentive distribution payments to our general partner for the nine months ended September 30, 2010, or for the twelve months ended December 31, 2009.

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