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.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JUNE 30, 2014

($ in thousands)

			Guarantor			Non-Guarantor
	Parent		Subsidiaries			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

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2013

($ in thousands)

			Guarantor			Non-Guarantor
	Parent		Subsidiaries			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

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2014

($ in thousands)

				Guarantor			Non-Guarantor
	Parent			Subsidiaries			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

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2013

($ in thousands)

				Guarantor		Non-Guarantor
	Parent			Subsidiaries		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

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2014

($ in thousands)

				Guarantor		Non-Guarantor
	Parent			Subsidiaries		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

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

($ in thousands)

				Guarantor		Non-Guarantor
	Parent			Subsidiaries		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

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2014

($ in thousands)

				Guarantor			Non-Guarantor
	Parent			Subsidiaries			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

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013

($ in thousands)

				Guarantor			Non-Guarantor
	Parent			Subsidiaries			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