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 March 31, 2014 and December 31, 2013 and for the quarters ended March 31, 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.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF MARCH 31, 2014

($ in thousands)

	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	39,802		$	49,708		$	—		$	89,510
Accounts receivable		—		154,131			24,355			—			178,486
Intercompany receivable from parent		4,510,997		5,080			378			(4,516,455	)		—
Prepaid expense		—		14,983			14			—			14,997
Other current assets		—		13,452			1,880			—			15,332
Total current assets		4,510,997		227,448			76,335			(4,516,455	)		298,325

Property, plant and equipment
Gathering systems		—		5,420,833			809,330			—			6,230,163
Other fixed assets		—		350,971			—			—			350,971
Less: accumulated depreciation		—		(920,162	)		(18,302	)		—			(938,464	)
Total property, plant and equipment, net		—		4,851,642			791,028			—			5,642,670
Investments in unconsolidated affiliates		3,136,389		2,450,209			—			(3,610,546	)		1,976,052
Intangible customer relationships, net		—		366,446			—			—			366,446
Deferred loan costs, net		52,803		12,817			—			—			65,620

Total assets	$	7,700,189	$	7,908,562		$	867,363		$	(8,127,001	)	$	8,349,113

Current liabilities:
Accounts payable	$	—	$	21,871		$	9,845		$	—		$	31,716
Accrued liabilities		—		229,931			66,062			—			295,993
Intercompany payable to parent		—		—			5,458			(5,458	)		—
Total current liabilities		—		251,802			81,365			(5,458	)		327,709

Long-term liabilities:
Long-term debt		3,655,565		—			—			—			3,655,565
Intercompany payable to parent		—		4,510,997			—			(4,510,997	)		—
Other liabilities		—		9,374			209			—			9,583
Total long-term liabilities		3,655,565		4,520,371			209			(4,510,997	)		3,665,148

Partners’ capital:
Total partners’ capital attributable to Access Midstream Partners, L.P.		4,044,624		3,136,389			785,789			(3,922,178	)		4,044,624
Noncontrolling interest		—		—			—			311,632			311,632
Total partners’ capital		4,044,624		3,136,389			785,789			(3,610,546	)		4,356,256
Total liabilities and partners’ capital	$	7,700,189	$	7,908,562		$	867,363		$	(8,127,001	)	$	8,349,113

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 expense		—		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 unconsolidated 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

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014

($ in thousands)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues	$	—		$	245,992	$	31,086		$	—		$	277,078

Operating expenses
Operating expenses		—			80,179		12,734			—			92,913
Depreciation and amortization expense		—			80,870		4,674			—			85,544
General and administrative expense		—			32,526		1,654			—			34,180
Other operating expense		—			1,878		(73	)		—			1,805
Total operating expenses		—			195,453		18,989			—			214,442
Operating income		—			50,539		12,097			—			62,636

Other income (expense)
Income from unconsolidated affiliates		99,651			50,524		—			(107,297	)		42,878
Interest expense		(38,573	)		—		—			—			(38,573	)
Other income		—			392		—			—			392
Income before income tax expense		61,078			101,455		12,097			(107,297	)		67,333
Income tax expense		—			1,804		—			—			1,804
Net income		61,078			99,651		12,097			(107,297	)		65,529
Net income attributable to noncontrolling interest		—			—		—			4,451			4,451
Net income attributable to Access Midstream Partners, L.P.	$	61,078		$	99,651	$	12,097		$	(111,748	)	$	61,078

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

($ in thousands)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Revenues	$	—		$	229,570	$	7,389	$	—		$	236,959

Operating expenses
Operating expenses		—			80,601		2,162		—			82,763
Depreciation and amortization expense		—			64,832		1,818		—			66,650
General and administrative expense		—			23,578		156		—			23,734
Other operating expense		—			91		—		—			91
Total operating expenses		—			169,102		4,136		—			173,238
Operating income		—			60,468		3,253		—			63,721

Other income (expense)
Income from unconsolidated affiliates		86,604			27,107		—		(88,703	)		25,008
Interest expense		(27,066	)		—		4		—			(27,062	)
Other income		—			269		—		—			269
Income before income tax expense		59,538			87,844		3,257		(88,703	)		61,936
Income tax expense		—			1,240		—		—			1,240
Net income		59,538			86,604		3,257		(88,703	)		60,696
Net income attributable to noncontrolling interest		—			—		—		1,158			1,158
Net income attributable to Access Midstream Partners, L.P.	$	59,538		$	86,604	$	3,257	$	(89,861	)	$	59,538

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2014

($ in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities	$	—		$	253,594		$	16,230		$	—	$	269,824

Cash flows from investing activities
Additions to property, plant and equipment		—			(145,859	)		(123,772	)		—		(269,631	)
Purchase of compression assets		—			(159,210	)		—			—		(159,210	)
Investments in unconsolidated affiliates		—			(107,364	)		—			—		(107,364	)
Proceeds from sale of assets		—			1,163			—			—		1,163
Net cash used in investing activities		—			(411,270	)		(123,772	)		—		(535,042	)

Cash flows from financing activities
Proceeds from long-term debt borrowings		—			692,371			—			—		692,371
Payments on long-term debt borrowings		—			(1,035,871	)		—			—		(1,035,871	)
Proceeds from issuance of common units		7,548			—			—			—		7,548
Proceeds from issuance of senior notes		750,000			—			—			—		750,000
Distribution to unitholders		(122,134	)		—			—			—		(122,134	)
Capital contribution from noncontrolling interests		—			—			53,297			—		53,297
Payments on capital lease obligations		—			(1,005	)		—			—		(1,005	)
Debt issuance costs		(8,009	)		—			—			—		(8,009	)
Other		1,302			—			—			—		1,302
Intercompany advances, net		(628,707	)		541,583			87,124			—		—
Net cash provided by financing activities		—			197,078			140,421			—		337,499
Net increase in cash and cash equivalents		—			39,402			32,879			—		72,281
Cash and cash equivalents, beginning of period		—			400			16,829					17,229
Cash and cash equivalents, end of period	$	—		$	39,802		$	49,708		$	—	$	89,510

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

($ in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities	$	—		$	70,655		$	9,475		$	—	$	80,130

Cash flows from investing activities
Additions to property, plant and equipment		—			(194,131	)		(76,823	)		—		(270,954	)
Investments in unconsolidated affiliates		—			(111,808	)		—			—		(111,808	)
Proceeds from sale of assets		—			26,134			—			—		26,134
Net cash used in investing activities		—			(279,805	)		(76,823	)		—		(356,628	)

Cash flows from financing activities
Proceeds from long-term debt borrowings		—			715,900			—			—		715,900
Payments on long-term debt borrowings		—			(438,900	)		—			—		(438,900	)
Proceeds from issuance of common units		—			—			—			—		—
Proceeds from issuance of senior notes		—			—			—			—		—
Distribution to unitholders		(84,073	)		—			—			—		(84,073	)
Capital contribution from noncontrolling interests		—			—			18,980			—		18,980
Payments on capital lease obligations		—			—			—			—		—
Debt issuance costs		—			—			—			—		—
Other		(91	)		—			—			—		(91	)
Intercompany advances, net		84,164			(131,066	)		46,902			—		—
Net cash provided by financing activities		—			145,934			65,882			—		211,816
Net decrease in cash and cash equivalents		—			(63,216	)		(1,466	)		—		(64,682	)
Cash and cash equivalents, beginning of period		—			63,216			1,778					64,994
Cash and cash equivalents, end of period	$	—		$	—		$	312		$	—	$	312