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Best regards
Zmags
DRIVEN TO SUCCEED.
PROVEN TO DELIVER.
2013 ANNUAL REPORT
CORPORATE PROFILE
Access Midstream Partners, L.P., is one of
the industry’s largest midstream master
limited partnerships and owns, operates,
develops and acquires natural gas gathering
systems and other midstream energy
assets. Headquartered in Oklahoma City, the
partnership’s operations are focused on the
Barnett, Eagle Ford, Haynesville, Marcellus,
Mid-Continent, Niobrara and Utica,
offering unmatched access to America’s
downstream market. Access Midstream
Partners’ common units are listed on the
New York Stock Exchange under the symbol
ACMP. Further information is available at
AccessMidstream.com.
CONTENTS
1-4 Unitholder Letter
5 Vision
6-11 Operations
12-13 Environment Health & Safety
14 Board Of Directors
14
DRIVEN TO SUCCEED. PROVEN TO DELIVER. 2013 ANN
CORPORATE PROFILE Access Midstream Partners, L.P
TO OUR UNITHOLDERS: 2013 WAS A TREMENDOUS YEA
UNITHOLDER LETTER ORGANIC GROWTH Our operati
GROWTH $2.5 billion $3.7billion 20102011 TOTA
UNITHOLDER LETTER WORLD-CLASS SPONSORSHIP Ou
VISION ACCESS VISION SCOPE A
OUR OPERATING AREAS: NIOBRARA: Associated
OPERATIONS UTICA: Associated Gas (Oil)
OPERATIONS Barnett Sha
OPERATIONS Haynesville
OPERATIONS Mid-Contine
OPERATIONS Utica Shale
ENVIRONMENT HEALTH & SAFETY (EHS) Access M
EHS STEWARDSHIP PROJECTS • Access Mids
BOARD OF DIRECTORS Bac
Item 1. Business Item 1A. Risk Factors Item
Part I ITEM 1. Business Unless th
Our Corporate Governance Guidelines, Code of
Barnett Shale Region General. Our gatheri
Haynesville Shale Region Haynesville Shale natur
Marcellus Shale Region General. Throug
four-inch well connection lines to 16-inch major
Mayfield gathering and treating system primarily
We face competition for production drill
States are largely preempted by federal l
Under the Commodity Exchange Act, the CFTC
liable under CERCLA for all or part of the costs
Water Discharges The Federal Water Pollu
midstream facilities are now required to submit a
· transportation capacity constraints and i
Chesapeake's level of indebtedness could a
conservation measures; the nature and extent of g
If these or other provisions of our gas gath
bank financing or to access the capital markets m
Part of our growth strategy is to attract
· an increase in our indebtedness and worki
We receive substantially all of our compr
Our current indebtedness and debt we incu
associated with shale development, including
There is a risk that we may incur signif
State regulation of gathering facilities
· Except in limited circumstances, our gene
result in increased interest expense, which, in t
In connection with a situation involving a t
Our partnership agreement restricts the voti
price, as calculated pursuant to the terms of our
If we were subjected to a material amount
federal income tax returns and pay tax on their s
The sale or exchange of 50 percent or more
ITEM 3. Legal Proceedings We are not
Part II ITEM 5. Market for Registrant's C
Class B Units The Class B units are not
interest in us. These issuances were exempt from
(1) If Chesapeake or Total does not meet its mi
ITEM 7. Management's Discussion and Analys
The results of operations presented and
Minimum Volume Commitments 550 Aggregate Minimu
· Well Connection Requirement. Subject to r
· Acreage Dedication. Pursuant to our gas g
· Minimum Volume Commitments. Pursuant to
· Fee Redetermination. Each January 1, gath
elect not to connect a new operated well,
cap does not result in a reimbursement to the Uti
extension of transition services for technology r
We define distributable cash flow as Adjus
Year Ended Year Ended
Results of Operations We have provided
Year Ended December 31, 2013 vs. Year Ended Decem
Barnett Shale Revenues. For the years
Income from unconsolidated affiliates.
Operating expenses. For the year ended De
Year Ended December 31, 2012 vs. Year Ended Decem
Barnett Shale Revenues. For the years e
Income from unconsolidated affiliates.
price, one-time transition costs as we develop an
Sources of Liquidity. At December 31, 2013, our s
On January 11, 2012, we and ACMP Financ
our assets or the assets of any guarantor represe
Distributions. We intend to pay a minimum
Depreciation and amortization Depreciat
· the impact on our growth strategy and abi
ITEM 7A. Quantitative and Qualitative Disclos
ITEM 8. Financial Statements and Supplemen
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTIN
ACCESS MIDSTREAM PARTNERS, L.P. CONSOLIDATED BA
ACCESS MIDSTREAM PARTNERS, L.P. CONSOLI
ACCESS MIDSTREAM PARTNERS, L.P. CONSOLI
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ACCESS MIDSTREAM PARTNERS, L.P. NO
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ITEM 9. Changes in and Disagreements with A
PART III ITEM 10. Directors, Executive Office
J. Mike Stice, Ed.D. has served as Chief E
graduated from Denison University in 1967 and fro
Domenic J. (“Nick”) Dell'Osso, Jr. has
served as a member of the board of GE Capital fro
adopted a charter, which has been ratified and ap
management effort, including board reviews of our
ITEM 11. Executive Compensation Compensation
Effective as of January 1, 2013, our gen
Equity awards were granted to the named executive
increase by our general partner's Board in its di
The employment agreements for Messrs. B
Unit Options and Unit Appreciation Rights T
Summary Compensation Table The followi
(5) The amounts for Mr. Stice, in 2013, reflec
Grants of Plan-Based Awards in 2013 The fo
Outstanding Equity Awards at Fiscal Year-End 2013
Potential Payments Upon Termination or Change of
Upon a termination of employment due to
provided under the Severance Program. Additionall
Robert S. Purgason - Executive Benefits and Payme
Termination John D. Seldenrust - Executive
(2) The amounts shown in this column reflect d
Schedule 13G. Tortoise Capital Advisors
Distributions and Payments to Our General Partner
Services Agreement We are party to a servi
the GIP II Entities and certain of their affiliat
standards set forth in the third and fourth bulle
PART IV ITEM 15. Exhibits and Financial State
Incorporated by Reference Exhibit
Incorporated by Reference Exhibit
Incorporated by Reference Exhibit
Incorporated by Reference Exhibit
Incorporated by Reference Exhibit
Incorporated by Reference Exhibit
Incorporated by Reference Exhibit
Incorporated by Reference Exhibit
Incorporated by Reference Exhibit
Signatures Pursuant to the requirements
POWER OF ATTORNEY Each person whose sign
525 Central Park Drive Oklahoma City