Net Income per Limited Partner Unit

6 Months Ended

Jun. 30, 2013

Net Income per Limited Partner Unit

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 such 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 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 August3, 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 such quarterly period.

Basic and diluted net income per limited partner unit are 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):

	ThreeMonthsEnded June30,								SixMonthsEnded June30,
	2013			2012				2013				2012
	($inthousands,exceptperunitdata)
Net income attributable to Access Midstream Partners, L.P.	$	69,213			$	51,606			$	128,751			$	103,972
Less general partner interest in net income		(5,995	)			(1,752	)			(10,787	)			(3,181	)
Limited partner interest in net income	$	63,218			$	49,854			$	117,964			$	100,791
Net income allocable to common units(1)	$	19,116			$	26,641			$	32,563			$	53,860
Net income allocable to subordinated units		21,721				23,213				41,558				46,931
Net income allocable to Class B units(1)		10,755				—				20,985				—
Net income allocable to Class C units(1)		11,626				—				22,858				—
Limited partner interest in net income	$	63,218			$	49,854			$	117,964			$	100,791
Net income per limited partner unit – basic and diluted
Common units	$	0.18			$	0.34			$	0.32			$	0.68
Subordinated units	$	0.31			$	0.34			$	0.60			$	0.68
Weighted average limited partner units outstanding - basic and diluted
Common units		108,673,392				79,277,661				103,575,719				79,277,046
Subordinated units		69,076,122				69,076,122				69,076,122				69,076,122
Total		177,749,514				148,353,783				172,651,841				148,353,168

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