Atlas Pipeline Partners Barclays CEO Energy-Power Conference

Atlas Pipeline Partners, L.P.

Barclays CEO Energy-Power Conference

September 4-6, 2012

New York City, NY

THE WORDS “BELIEVES, ANTICIPATES, EXPECTS”, “PRO FORMA” AND SIMILAR EXPRESSIONS ARE

INTENDED TO IDENTIFY FORWARD LOOKING STATEMENTS.

SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES, WHICH COULD CAUSE

ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD LOOKING

STATEMENTS.

FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-

LOOKING STATEMENTS INCLUDE THOSE FACTORS LISTED ABOVE, FINANCIAL PERFORMANCE,

REGULATORY CHANGES, CHANGES IN LOCAL OR NATIONAL ECONOMIC CONDITIONS AND OTHER

RISKS DETAILED FROM TIME TO TIME IN THE PARTNERSHIP’S PERIODIC REPORTS FILED WITH THE

SEC, INCLUDING QUARTERLY REPORTS ON FORM 10-Q, CURRENT REPORTS ON FORM 8-K AND

ANNUAL REPORTS ON FORM 10-K; PARTICULARLY THE SECTION TITLED RISK FACTORS. READERS ARE

CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS, WHICH

SPEAK ONLY AS OF THE DATE HEREOF.

THE PARTNERSHIP UNDERTAKES NO OBLIGATIONS TO PUBLICLY RELEASE THE RESULTS OF ANY

REVISIONS TO FORWARD LOOKING STATEMENTS, WHICH MAY BE MADE TO REFLECT EVENTS OR

CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED

EVENTS.

2

Atlas Pipeline Partners, L.P. (NYSE: APL)

3

Assets located in enviable basins

including Permian, Woodford

Shale, and Mississippian Lime

Units currently yielding over 6.7%

to unitholders based on

annualized recent distribution of

$0.56 / unit for 2Q 2012*

Strong margin protection of cash

flow through risk management

program out into 2014

Strong, underleveraged balance

sheet versus midstream industry

enables opportunistic pursuit of

organic and external growth

Growth-Oriented Midstream

Gathering & Processing MLP with

Nine Processing Plants and over

9,100 miles of gathering pipelines

across three major systems

20% interest in WestTX LPG NGL

pipeline (operated by Chevron)

Recently purchased small gathering

system in Barnett to facilitate APL’s

affiliate’s (Atlas Resource Partners

L.P.) new production

Currently expanding all three major

systems in $600 mm organic

expansion program

* Market data as of 8/7/2012

Disciplined Approach to Managing our Business - Conservative Financially and Aggressive Operationally

Success in 2011 the result of management executing on goals set in 2010 – balance sheet strength / risk management / pursuit of organic growth with attractive rates of return

Top Performing Midstream MLP in America in 2011 and 2010 from a total return perspective:

2010 2011 Growth

Adjusted EBITDA

$175 mm $181 mm 15%

Distributable Cash Flow

$87 mm $130 mm 62%

Distribution $0.37/unit $0.55/unit 49%

Processed Volumes

489 mmcfd 601 mmcfd 23%

4

Operational and Financial Goals for 2012 / Early 2013 2011 Success

Plants are all at or near capacity and experiencing stronger than expected drilling activity behind all systems

Execute previously announced organic expansions at Velma (Complete), WestOK (8/12) and WestTX (1Q’13 and 1Q’14)

Committed to maintaining strong balance sheet and liquidity position as Partnership completes current capital program and pursues further growth opportunities

Systematically grow distribution in conjunction with cash flows from announced accretive projects while maintaining above average annualized coverage target of 1.15x as compared to midstream / MLP space

Adjusted EBITDA Growth ($ mm)

Projects to Contribute Significantly in 2013

0

50

100

150

200

250

300

2010 2011 2012* 2013*

Distributable Cash Flow (DCF) Growth ($ mm)

Transformation of Balance Sheet Drives DCF

0

50

100

150

200

2010 2011 2012* 2013

Processing Capacity Growth (mmcfd)

All Systems being Expanded in next 9 Months

0

200

400

600

800

1,000

1,200

2010 2011 2012* 2014**

Strong Results Pave Way for Future Success

* Based upon median of previously announced guidance / ** Based upon potential of all expansions to be online by beginning of 2014

Strategic Focus & Business Initiatives

Capital

Discipline

De-risk the

Business

Maintain and

Preserve

Balance Sheet

Strategically

Grow our Asset

Base

Targeting 20-25%+ IRR on growth capital

Utilize credit profile and liquidity to fund highly accretive projects at attractive rates of return

Current $600 million in expansions across all systems, majority of which are organic and above rate-of-return

target

Physically and Financially

Reduced gross-margin risk by shifting from keep-whole to percentage of proceeds and fee-based contracts

Fee-based NGL transportation pipeline and long-term, fee-based gathering and processing contributes fixed-fee

cash flow with no direct commodity price exposure

Implement sound fiscal prudence – liquidity, leverage, capital, and distribution coverage

Deploying capital with low-cost revolving credit financing to spur organic expansion prior to realizing cash flows

Future expansions and potential acquisitions will be appropriately funded to maintain balance sheet strength

Organically and Opportunistically

Focusing on organic growth expansions and M&A opportunities in liquids rich or strategic areas with accretive

returns

Passed on many M&A opportunities to pursue more attractive organic expansions, as well as purchase of a 20%

interest in NGL transportation pipeline of strategic importance to WestTX system

5

Atlas Pipeline is Expanding its Entire Business

6

As APL nears completion of current $600mm organic expansion program, Management is

evaluating opportunities to add further de-risked cash flows to the Partnership’s footprint at

compelling rates of return:

Additional gathering infrastructure and processing facilities in the Woodford Shale near

the Velma system

Expansion of WestOK system further into Kansas as Mississippi Lime play expands

Further expansion of WestTX system to facilitate Permian Basin production

Multiple acquisition opportunities for gathering & processing assets in existing operating

areas and other plays

Equity Investment / JV opportunities similar to WTLPG NGL pipeline

Potential gathering and/or processing opportunities associated with our affiliate Atlas

Resource Partners, L.P. (NYSE: ARP)

Over $1 Billion in Opportunities Exist Beyond Current Expansions

Operational Overview

7

8

Our Assets

Diversified asset base with limited geographic, commodity product and E&P producer concentration

Over 9,100 miles of gathering pipeline

Diversified across 3 systems with a enviable exposure

to liquids-rich NGLs as well as stable residue gas areas

9 processing facilities including state-of-the-art

cryogenic facilities

System wide average volumes per day of over:

- 680 mmcfd of processed natural gas

- 61,000 barrels of NGLs

- 3,500 barrels of condensate

Partnership owns 20% equity interest in West Texas LPG

Pipeline Limited Partnership

Recently purchased gathering system in Barnett to foster

production from Atlas Resource Partners (APL affiliate)

Current $600mm capital expansion program underway

including all three processing systems - Approximately

70% of capital spent with meaningful cash flow benefit

expected after new cryogenic facilities are installed in mid-

2012 and additional NGL takeaway pipelines built in 1H

2013

WestTX Gathering

& Processing System

Located in Spraberry Trend of Permian

Basin

255 mmcfd processing capacity

~3,100 miles of gathering pipeline

Approx. 2,900 receipt points serviced

Velma Gathering

& Processing System

Woodford Shale play


~ 1,200 miles of active gathering pipeline

Approx. 600 receipt points serviced

WestOK Gathering &

Processing System

Located in Anadarko Basin


~ 4,700 miles of gathering pipeline

Approx 3,700 receipt points serviced

West Texas LPG

NGL Pipeline

~ 2,200 miles of NGL transportation pipeline

Services Permian, Barnett, and Rockies

243K bbl / d day capacity is currently full

APL owns 20% interest (Chevron 80%)

Delivers to enviable Mont Belvieu NGL hub

Atlas Pipeline is Expanding its Entire Business

$600 Million in Capital Expansion in Progress to Add Significant Value to Stakeholders

9

System Old Capacity

Expansion New Capacity

Timing Comment

Velma

100 mmcfd 60 mmcfd 160 mmcfd Online now Expansion is online and over 60% full already

WestOK

258 mmcfd 200 mmcfd 458 mmcfd August 2012 Significant amount of volume (over 50%) for new plant is currently on the system

WestTX

255 mmcfd 200 mmcfd 455 mmcfd First 100 mmcfd in 1Q 2013, Second 100 mmcfd in 1Q 2014

Second half of expansion could come in earlier as volume growth dictates

-

100,000

200,000

300,000

400,000

500,000

600,000

700,000

800,000

900,000

1,000,000

3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13

APL Needs to Expand to Keep Pace with Producers

10

Note: Processed volumes include potential offloading and bypassing to third parties when processing capacity is not available

Utilization rates have increased over time and remain at high levels even after expansions in 4Q’11 and 2Q’12

Current $600 million in expansions on all three systems will double APL processing capacity to over 1 Bcf / Day by 1Q 2014

873mmcfd capacity

973mmcfd capacity

Processing Capacity

83% 84% 82% 78%

89% 93% 93%

103% 108%

103% 103%

101%

Total APL Processing Utilization

Cu

mu

lati

ve P

roce

ssin

g C

apac

ity

(mcf

d)

Future volumes

are not forecasted

Value Enhancing Liquids-Rich Wells Driving System Utilization

Wellhead Price $3.23




Liquid Upgrade $0.85




Typical Dry Shale Gas Well APL WestOK Area APL Velma Area APL WestTX Area

BTU Equivalent Gas Price $4.08




Wellhead Btu Content 1,078

(1.42 GPM)


(2.87 GPM)


(4.67 GPM)


(7.40 GPM)

Note: Assumes $3.00/mmbtu gas price and $0.85/gallon natural gas liquids price; values are for illustrative purposes only

11

Geographical Area: Woodford Shale/Ardmore Basin

Miles of Pipeline: Approx. 1,200

Processing Capacity: 160,000 mcfd

Number of Rigs Running: 13

Velma Update

Average Processed Volume (mcfd)

Overview

Madill-to-Velma (MTV) Pipeline (Red line on map) provides leading access to the Woodford Shale

Major producers include ExxonMobil / XTO Energy, Range, Chesapeake, Continental, and Newfield in Velma’s area of operations

System was expanded to 160,000 mcfd in July by adding a 60,000 cryo plant, which is fully contracted to ExxonMobil / XTO

New 60,000 mcfd cryo plant is over 60% full in first month of operation

70,742 72,629

84,25587,732 85,158

96,625

104,930 105,115

122,904129,070

50,000

60,000

70,000

80,000

90,000

100,000

110,000

120,000

130,000

1Q2010 2Q2010 3Q2010 4Q2010 1Q2011 2Q2011 3Q2011 4Q2011 1Q2012 2Q2012

System Notes

Velma System

12

Exxon / XTO gets serious about Woodford Play

Exxon/XTO has been accumulating

acreage for years around the Velma

system

Exxon/XTO has contracted for the full

60 mmcfd Velma expansion that has

recently come online in a 100% fee-

based deal for 10 years

Producer just bought additional

Cana/Woodford acreage from

Chesapeake on April 9, 2012 –

approximately 58,400 net acres

currently producing approximately 25

mmcfd. This increases their position in

the play to over 260,000 net acres.

Completed 31 wells in 2011 and expect

pace to increase in 2012 Source: ExxonMobil, Inc. 2012 earnings call transcripts

13

“We completed a strategic bolt-on

acquisition adding 58,000 of leasehold and

over 4,000 oil equivalent barrels per day of

production. This brings our total Woodford

Ardmore acreage to approximately 260,000 net

acres and expands our resource potential

beyond the 600 million oil equivalent barrels

previously estimated. - David Rosenthal,

Corporate Secretary, XOM

“We've got 8 rigs drilling liquids and 2

rigs drilling gas and were an early mover in the

Woodford on our part over the last year or so and

really looking forward to ramping up the activity

there.”

- David Rosenthal, XOM

WestOK Update

Geographical Area: Anadarko Basin / Mississippi Lime


Processing Capacity: 458,000 mcfd



Overview

SandRidge, Chesapeake, Shell, Range and Devon active in Mississippian Limestone region of Northwest Oklahoma

Plants are at capacity – APL has added 200,000 mcfd cryogenic plant in August 2012 to raise total capacity to 458,000 mcfd

SandRidge continues to increase development and wells are producing good results

206,912 209,411 211,533

230,717 228,865

247,868

263,654275,567 279,305

315,753

150,000

175,000

200,000

225,000

250,000

275,000

300,000

325,000

1Q2010 2Q2010 3Q2010 4Q2010 1Q2011 2Q2011 3Q2011 4Q2011 1Q2012 2Q2012

WestOK System

System Notes

14

SandRidge & Others Focus on Mississippian Oil Play Shell a player in Mississippi Lime after purchasing ~ 200,000 acres

from Woolsey, another APL customer and is currently connecting

wells to APL system

SandRidge (NYSE: SD) developing Mississippian oil

play on KS-OK border; Horizontal drilling producing

better than expected results

Approximately $800mm to be spent by SD alone on development

in Mississippian in 2012

SD controls ~ 1.7mm net acres and sees in excess of 8,000

locations within play; CHK controls another ~ 2mm acres

Attractive rate of return at various commodity prices allows

sustainable development – Total cost for access to 1.7mm

acres was only approximately ~ $350mm

During 2Q 2012, SD increased Mississippian lime production 31%

Q-o-Q and 199% Y-o-Y with 33 rigs drilling 91 horizontal wells

Source: SandRidge Energy, Chesapeake Energy, farmprogress.com article on 11/2011

* Projected by SandRidge

15

“Mississippian economics are very

robust. You're looking at 456,000 barrels of oil

equivalent, $3.2 million per well. That includes

saltwater disposal infrastructure, IP at 375 barrels

of oil equivalent per day. The PV-10 on each well is

roughly $5.5 million, a 91% rate of return. ”

- Matt Grubb, COO, SandRidge Average SandRidge Rigs in Mississippian

5

15

31

39

0

10

20

30

40

50

2010 2011 2012* 2013*

“We’re very excited to be bringing to

Kansas something that may turn out to be as big

as the Eagleford in Texas, or the Bakken in North

Dakota and Montana.”

- Erik Bartsch, Manager, Shell

Geographical Area: Permian Basin


Current Processing Capacity: 255,000 mcfd


WestTX Update

149,084

164,111170,988169,413172,817

193,714198,068

220,506230,504

236,213

125,000

150,000

175,000

200,000

225,000

250,000

1Q2010 2Q2010 3Q2010 4Q2010 1Q2011 2Q2011 3Q2011 4Q2011 1Q2012 2Q2012

WestTX System


Overview

System Notes

60,000 mcfd Midkiff skid successfully brought back online in October 2011 – increasing processing capacity to 255,000 mcfd

Currently building and installing a secondary cryo expansion of 200mmcfd; Phase one complete in 1Q 2013; Phase two complete 1Q 2014

Pioneer has begun horizontal well program and has had significant success on first set of horizontal wells

20% interest in Chevron NGL takeaway pipeline strategic purchase for APL as it is one of three takeaway options at WestTX system

16

Pioneer Horizontal Breakthrough Could Accelerate Volumes to WestTX

PXD accelerating development in Permian & Wolfcamp

Currently at 42 rigs across 900,000 PXD acres

Production CAGR over the next 3 years of 20%+

7-9 gallon NGL content in rich, associated gas

PXD to spend $1.5bn of total 2012 capex budget of

$2.5bn in Permian basin & Wolfcamp

Source: Pioneer Natural Resources, Inc. 2012 investor presentation and earnings call transcripts

17

New Catalyst – Horizontal Wolfcamp Drilling

400,000 acres in play make PXD largest acreage

holder

Expecting 7 horizontal rigs in 2012, increasing to 10 in

2013

2 horizontal wells drilled in 4Q 2011, each with

excellent results

Results have shown 7x production versus vertical

wells at only 4x well cost (improved capital efficiency)

First two wells with 5,800 feet lateral and 30 stage frac

Expect future horizontals to be at ~7,000 feet

with 35 stage frac

PXD has stated publicly that Phase two at WestTX system

expansion will be online earlier than what APL has stated

given horizontal results

“We drilled our second successful

horizontal Wolfcamp Shale well, performing

exactly like the first well. Both wells are above

expectations. This will probably end up being one of

the largest oil shale plays in the U.S. We are the

largest acreage holder in that play with well over

400,000 acres.”

- Scott Sheffield, CEO, Pioneer

“After about 90 days, we've seen about

45,000 BOE of production in that [first horizontal

Wolfcamp] well. That's about 7x what we would

expect from a normal Spraberry vertical well over

that same 90-day period.”

- Tim Dove, COO, Pioneer

West Texas LPG NGL Pipeline

Geographical Area: Permian Basin, Barnett Shale


Transportation Capacity: 230,000 bbls/day

Delivery to: Mont Belvieu

Average Volume (bbls/day)

Overview

Pipeline is operated by majority (80%) owner Chevron Corporation

Common carrier Y-grade NGL transportation pipeline begins in New Mexico and West Texas and transports liquids to Mont Belvieu

Pipeline is connected to Enterprise Products Partners, L.P. Rockies MAPL system for further NGL supply

Pipeline provides stable, fixed fee cash flow with no direct primary commodity exposure

System Notes

West Texas LPG

100%

Consolidator Plant

Benedum Plant

18

230,913 227,822 236,614 242,318 243,708

0

50,000

100,000

150,000

200,000

250,000

2Q 2011 3Q 2011 4Q 2011 1Q 2012 2Q 2012

Financial & Investment Overview

19

($ in millions except as noted) 2Q 2012 1Q 2012 % Variance

Throughput Volume (Mcfd)

Velma 136,553 129,223 5.7%

WestOK 336,377 295,198 13.9%

WestTEX 267,395 246,339 8.5%

Processed Volume (Mcfd)

Velma 129,070 122,904 5.0%

WestOK 315,753 279,305 13.0%

WestTX 236,213 230,504 2.5%

Realized WAVG NGL Price ($/gal) $0.80 $1.03 -22.3%

Average NYMEX Price ($/Mcf) $2.01 $2.54 -20.9%

Total Revenue $324.1 $292.3 10.9%

Adjusted EBITDA $49.1 $51.1 -3.9%

Distributable Cash Flow $32.8 $35.2 -6.8%

Distribution to LP Unitholders $0.56 $0.56 0.0%

Distribution Coverage 1.01x 1.09x N/A

Maintenance Capex $4.0 $4.5 -11.1%

Growth / Acquisition Capex $80.7 $93.9 -14.1%

Total Leverage (TTM EBITDA) 3.4x 3.2x N/A

Total Debt $713.0 $613.3 16.3%

Senior Secured Debt $330.5 $230.0 43.7%

Total Liquidity $269.7 $219.9 22.6%

2nd Quarter Update Summary Quarterly Performance Comparison

Continued volume growth offset weaker NGL

pricing

Velma expansion came online shortly after quarter

end – currently over 60% full 30 days later

Expect to add 200 mmcfd incremental cryo

expansion in 3Q 2012

Distribution now at $0.56/unit – 19% higher than

one year ago

Approximately 70% completion of $600 million of

expansion capital to fund organic projects

Management currently evaluating next opportunity

set for further growth

20

2Q 2012 Results Similar to 1Q 2012 – Operating at or Near Capacity

DCF

$1.44

DCF

$2.00

DCF$1.60

DCF$1.88

DCF

$2.00

DCF$2.24

DCF$2.80

DCF$2.69

DCF$2.64 DCF

$2.44$1.05

$0.88 $0.89

$1.08 $1.10

$1.25$1.27

$1.17

$1.03

$0.80

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

$1.80

$2.00

$2.20

$2.40

$2.60

$2.80

$3.00

1Q 2010 2Q 2010 3Q 2010 4Q 2010 1Q 2011 2Q 2011 3Q 2011 4Q 2011 1Q 2012 2Q 2012

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it

2Q 2012 DCF comparable with

quarter prior even in the face of

significant commodity price

decline

Plants remain at or near 100%

capacity utilization Velma

expansion online, WestOK

expansion imminent

$600 million in expansion

projects currently underway will

double processing capacity and

add future momentum of cash

flows to Partnership

Distribution of $0.56/unit paid

with results of 2Q 2012 at 1.0x

coverage

Realized NGL price vs. Run-Rate Distributable Cash Flow/Unit

Note: Run-rate DCF is measured as current quarter distributable cash flow per unit multiplied by four;

Based on average current units outstanding at time of quarter

Weighted Average

NGL price/ per gallon (left axis)

Run – rate DCF per unit (right axis)

21

Financial Objectives

22

APL is committed to operating from a position of strength

Target <4.0x

Leverage Through

Capital Program and

Commodity Cycle

Structure Balance

Sheet to Maintain Financial Flexibility

Maintain at Least

$100 MM of Liquidity

Maintain Significant

Margin Protection

and Increase Tenor

into Further Periods

Improve Credit Rating

Sustain and Grow

with Senior Secured

Leverage Below 1.5x

Timeline of Recent Credit Upgrades for Atlas Pipeline Partners

2010

Aug

Significant Positive Credit Rating Developments in the Past 24 Months

2011

Sept Oct Nov Dec Jan Feb

July 29, 2010

Atlas Pipeline Partners put on Positive Watch after announcement of Elk City sale

September 21, 2010

S&P upgrades APL to ‘B’ from ‘B-’ as a result of Elk City sale

S&P Current Ratings

Corporate Credit

Senior Unsecured

B+

B

Stable Outlook

MOODY’S

Stable Outlook

B1

B3

November 30, 2010

Moody’s upgrades APL to ‘B2’ with positive outlook’ as a result of Elk City sale

February 4, 2011

S&P upgrades APL to ‘B+’ in conjunction with LMM Sale

APL has been upgraded 4 times by the rating agencies as it transformed the balance sheet over the past 24 months

New credit facility put in place in December 2010 at much improved pricing over old facility

Successful $150 million High-Yield add-on executed in November 2011 to secure capex funding and strong liquidity

position through 2012

Credit facility expanded in July 2011 to $600 million to fund capital program and increase liquidity

Mar - Oct Nov

November 23, 2011

Moody’s upgrades APL to ‘B1’ in conjunction with $150mm High-Yield add-on

Dec

23

13.0x

19.6x

16.0x 15.1x14.2x

12.2x

10.7x 10.7x

8.1x6.9x

0.0x

5.0x

10.0x

15.0x

20.0x

66%

81%

69% 68% 66%62%

54%

29%24%

10%

0%

20%

40%

60%

80%

100% Partnership at 3.4x total leverage for 2Q 2012, marginally above last

quarter (3.2x) and still below peer averages

Current $600mm in expansions being financed with current credit

facility, a benefit of strong and flexible balance sheet with low

leverage

Management team has indicated comfort level is about 3.5x total

leverage, but could trend upward to 4.0x during an expansion phase

which could be briefly reached from the current expansion program

until resulting incremental cash flows expect to deleverage the

Partnership back below 3.5x in 2013

3.4x

4.7x4.6x 4.6x 4.5x

4.0x

3.4x

2.8x2.4x

1.9x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

Net

de

bt

/ T

TM

EB

ITD

A

Net Leverage Comparison

Avg:

3.9x

APL Maintains Flexibility with Above-Average Balance Sheet

Note: Includes trailing twelve months EBITDA as calculated for covenant purposes; Net Debt is total debt

minus any outstanding cash on balance sheet; Liquidity defined as available revolving credit capacity plus

outstanding cash on balance sheet; Peer companies include RGP, MMLP, EROC, CMLP, CPNO, MWE,

DPM, XTEX, NGLS

Source: Credit Suisse, Atlas Pipeline Partners, L.P., and public sources; Quarterly data as of most recent

quarter available, Market data as of 8/8/2012

EV

/ A

dju

ste

d E

BIT

DA

Enterprise Value Comparison

Avg:

12.6x

Liquidity as a % of Total Debt (MRQ)

Avg:

51%

Liq

uid

ity

24

APL Shifting to Less Contract Risk

Actively restructuring contracts to align with producers or reduce commodity exposure (fee-based or possible take-or-pay)

Continue to utilize risk management program to prevent margin deterioration (swaps and options where applicable)

Increased POP contracts better aligns producer and processor interests, lowers hedging costs, and increases hedging

effectiveness

Significant portion of POP and Keep-Whole contracts include a fixed-fee component, mitigating commodity sensitivity

Long-term NGL takeaway agreements in place to mitigate downstream risk; Converting to Mont Belvieu pricing allows for current

pricing upgrade and reduces basis risk for hedging activities

Current 2Q 2012 Contract Mix*

Percent of

Proceeds

51%

Fixed

Fee

17% Keep-

Whole

32%

Percent of

Proceeds

56%

Fixed

Fee

19%

Keep-

Whole

25%

Pre-Elk City & LMM Sale (Sept 2010)*

* Based on gross margin, not volume

25

Processed Gas (mmcfd volume)

1%

99%

1% 1% 1% 1%

96%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

3Q 2012 4Q 2012 1Q 2013 2Q 2013 3Q 2013 4Q 2013 2014+

Percentage of Processed Gas / Fee Margin by Contract Rollover Date

Perc

en

t (%

) o

f P

roc

essed

Gas / F

ee m

arg

in

Processing Fee Margin (% of Fee Dollars)

APL Cash Flows are Further Protected by Low Contract Rollover Risk

Note: Contracts shown due in 3Q 2012 are in month-to-month status and automatically renewed with 30 day notice to cancel or are currently being renegotiated

Note: Includes Top 10 contracts at each system only; Volumes and fee margin as of 6/1/2012

26

Over 95% of Total Processed Volume and Fee Margin in Contracts due in 2014 or Beyond

Gross Margin Coverage for remaining 2012 is 81% including Hedges and

Fee Business

Note: Hedges are at the corporate level and are not asset specific; Data as of 2Q 2012

Gross

Margin

Hedged

43%

Percentage of

Proceeds

56%

Fixed Fee

19%

Keep-Whole

25% Hedged

19%

Unhedged

6%

Unhedged

13%

81% of run-rate Gross Margin is

under Fixed Fee arrangement or

Hedged to Limit Commodity Price

Exposure

APL intends to maintain a

diversified contract portfolio

across its systems

Fee-based component in

processing contracts will be used

to offset costs of connecting wells

APL continues to utilize a robust

risk management strategy utilizing

swap and options to prevent

margin deterioration

27

Margin Well Protected for 2012-13, Increasing for 2014

Total Risk Management Margin Coverage* Executing on Risk

Management

Strategy to hedge up

to 80% of value for

the next 12 months

Currently 78%

margin coverage for

2012, 75% for 2013

(8/1/12)

Continuing to add to

positions at attractive

prices and terms

Opportunistically

adding protection in

contango markets

Note: Hedges are at the corporate level and are not asset specific

* Excludes ethane; Data as of 8/1/2012

76% 79%

62%

80%78%

72%

35%

24%20% 20%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

3Q 2012 4Q 2012 1Q 2013 2Q 2013 3Q 2013 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014

Pe

rce

nt

He

dge

d (

%)

Current average for 2012: 78%

Current average for 2013: 75%

28

-5

15

35

55

75

95

115

Aug-10 Oct-10 Dec-10 Feb-11 Apr-11 Jun-11 Aug-11 Oct-11 Dec-11 Feb-12 Apr-12 Jun-12 Aug-12

24 Month Price Performance

Investment Attractiveness

After growing the distribution over

19% in the past 12 months, the

Partnership still maintains an

attractive investment profile:

The Partnership announced $600

mm in organic expansion projects

for the 2011-2013 period and has

already paid for 70% of the plan

Velma expansion (60 mmcfd) is

online adding fixed-fee cash flow

that is not subject to direct

exposure of commodity price

movements

WestOK expansion (200 mmcfd)

due online within weeks, First-half

of WestTX expansion comes online

in 1Q 2013 (100 mmcfd)

APL still maintains a strong balance

sheet with leverage at 3.4x trailing

Adjusted EBITDA

Alerian

MLP +23%

Source: Public sources; data as of 8/10/2012

APL +102%

Perc

en

t A

pp

recia

tio

n (

%)

S&P 500 +29%

29

APL Alerian RGP CMLP MMLP CPNO XTEX DPM EROC NGLS MWE

102% 23% -8% 4% 7% 7% 13% 31% 45% 54% 54%

24 Month Stock Price Performance

Key Investment Highlights

Diversified

asset base

Stable long-

term contracts

and

relationships

Strong Balance

Sheet

Proven

Management

Team

Gathering & Processing MLP with diversified assets in Oklahoma, Texas and Kansas

Robust growth of drilling programs in attractive NGL-rich areas in Partnership’s footprint

Significant service provider in attractive operating areas: Permian Basin, specifically the Spraberry &

Wolfberry Trends; Woodford Shale, and Mississippian Limestone & Carbonate formations

Over 95% of total processed volume and fixed fee margin tied to contracts that mature 2014+

Agreement with Pioneer through 2022 under which Pioneer has dedicated all production in an eight

county area in the Permian Basin to the WestTX system

Restructuring contracts to align producer and processor interests and reduce commodity exposure

Best-in-class balance sheet to capitalize on significant, announced growth opportunities

$600mm in expansion projects (70% complete) with minimal resulting cash flow realization yet

High levels of liquidity and no near term debt maturities

Experienced executive and operations teams

Senior management team averages ~23 years of experience in the oil and natural gas industry

Long-term strategic E&P partners with proven capital and aggressive well drilling schedules

30

Appendix

31

Velma136.6

WestOK 336.4

WestTX 267.4

APL Mid-Con Volumes – Systems At or Near Capacity Total Gathered Gas Volume (mmcfd) – 2Q 2012

WestTX32.8

Velma14.2

WestOK14.4

Total NGL Production (mbpd) – 2Q 2012

Total = 61.4 mbpd Total = 748.7 mmcfd

32

(mmcfpd) Velma WestOK WestTX

2Q 2012 136.6 336.4 267.4

1Q 2012 129.2 295.2 246.3

Growth 5.7% 14.0% 8.6%

(bpd) Velma WestOK WestTX

2Q 2012 14,220 14,379 32,755

1Q 2012 13,643 14,062 33,101

Growth 4.2% 2.3% -1.0%

Reconciliation to Non-GAAP Measures

33 Note: Figures in thousands of dollars ($ 000) except per unit data

Reconciliation to Non-GAAP Measures LTM

30-Jun-12 31-Mar-12 31-Dec-11 30-Sep-11 30-Jun-11 30-Jun-12

Reconciliation of net income (loss) to other non-GAAP measures:

Net income (loss) 74,851$ 6,471$ (5,254)$ 50,258$ 8,819$ 126,326$

Income attributable to non-controlling interests (1,061) (1,536) (1,708) (1,760) (1,545) (6,065)

Depreciation and amortization 21,712 20,842 19,936 19,471 19,123 81,961

Interest expense, net of ineffective interest rate swaps 9,269 8,708 7,078 5,935 6,145 30,990

EBITDA 104,771$ 34,485$ 20,052$ 73,904$ 32,542$ 233,212$

Adjust for gain (loss) on sale of assets - - (598) - 273 (598)

Premium expense for purchased derivatives 3,984 3,752 2,905 2,599 3,710 13,240

Adjust for cash flow from equity investment (117) 904 (191) (1,001) (687) (405)

Non-cash (gain) loss on derivatives (64,741) 10,696 27,015 (27,049) (13,788) (54,079)

Loss on early extinguishment of debt - - - - 19,574 -

Other non-cash (gains) losses 5,163 1,250 56 1,250 1,859 7,719

Adjusted EBITDA 49,060$ 51,087$ 49,239$ 49,703$ 43,483$ 199,089$

Interest expense (9,269) (8,708) (7,078) (5,935) (6,145) (30,990)

Preferred dividend obligation - - - - (149) -

Amortization of deferred financing costs 1,130 1,165 1,126 1,053 1,034 4,474

Premium expense for purchased derivatives (3,984) (3,752) (2,905) (2,599) (3,710) (13,240)

Net proceeds from asset sales - - - - - -

Other (161) (34) 457 8 575 270

Maintenance capital expenditures (4,000) (4,510) (4,796) (4,980) (5,211) (18,286)

Distributable Cash Flow 32,776$ 35,248$ 36,043$ 37,250$ 29,877$ 141,317$

Weighted Average Units Outstanding 53,645 53,620 53,617 53,588 53,517 53,618

Weighted Average Annualized DCF per Unit 2.44$ 2.63$ 2.69$ 2.78$ 2.23$ 2.64$

Three Months Ended

Rolling 36-Month Strategy Using Product Specific

Options / Swaps

Protects downside and offers efficient upside opportunity

- Option and swap-based approach

- Keep swaps short in tenure; keep puts long in tenure

- Hedge NGLs, Condensate, and Natural Gas

Provides Balance Between Efficiency and Flexibility

Months 1-12: 80% Maximum margin exposure hedged



NGL and Natural Gas Risk Management Structure

Target not to exceed 80% of margin exposure

Product Instrument

Ethane Ethane Option / Swaps

Propane Propane Options / Swaps

Butanes / Pentanes Direct or Crude Options / Swaps

Condensate Crude Options / Swaps

Natural Gas Natural Gas Basis Swaps /

Direct Swaps / Options / Calls

Hedging Program Update

34

Note: Risk management positions as of 7/31/2012

Natural Gas Hedges

Swap Contracts - Natural Gas

Production Period Purchased/Sold Commodity MMBTUs Avg. Fixed Price

3Q2012 Sold Natural Gas 1,320,000 $2.98


2Q2013 Sold Natural Gas 600,000 $3.43

3Q2013 Sold Natural Gas 600,000 $3.52





Natural Gas Liquids & Condensate Hedges

Swap Contracts - NGLs

Production Period Purchased/Sold Commodity Gallons Avg. Fixed Price

3Q2012 Sold Propane 5,040,000 $1.25

3Q2012 Sold Isobutane 756,000 $1.57

3Q2012 Sold Normal Butane 1,260,000 $1.71

3Q2012 Sold Natural Gasoline 1,008,000 $2.39

4Q2012 Sold Propane 5,040,000 $1.35




1Q2013 Sold Propane - Conway 1,260,000 $1.06

1Q2013 Sold Propane 6,552,000 $1.30




2Q2013 Sold Propane 10,836,000 $1.27




3Q2013 Sold Propane 11,718,000 $1.28


4Q2013 Sold Propane 12,222,000 $1.28

1Q2014 Sold Propane 630,000 $1.27




Swap Contracts - Condensate

Production Period Purchased/Sold Commodity Barrels Avg. Fixed Price

3Q2012 Sold Crude 69,000 $96.65

4Q2012 Sold Crude 75,000 $95.58

1Q2013 Sold Crude 93,000 $97.49

2Q2013 Sold Crude 99,000 $97.33

3Q2013 Sold Crude 78,000 $97.08

4Q2013 Sold Crude 75,000 $96.66

1Q2014 Sold Crude 30,000 $99.00

2Q2014 Sold Crude 60,000 $93.58

3Q2014 Sold Crude 30,000 $88.65

4Q2014 Sold Crude 30,000 $88.09

Natural Gas Liquids & Condensate Hedges

Option Contracts - NGLs

Production Period Purchased/Sold Type Commodity Gallons Avg. Strike Price

3Q2012 Purchased Put Propane 7,560,000 $1.36

3Q2012 Purchased Put Isobutane 1,008,000 $1.57

3Q2012 Purchased Put Normal Butane 1,890,000 $1.54

3Q2012 Purchased Put Natural Gasoline 3,780,000 $2.00

4Q2012 Purchased Put Propane 8,190,000 $1.36




1Q2013 Purchased Put Isobutane 504,000 $1.79



2Q2013 Purchased Put Isobutane 630,000 $1.72









Option Contracts - Condensate

Production Period Purchased/Sold Type Commodity Barrels Avg. Strike Price

3Q2012 Purchased Put Crude Oil 39,000 $106.56

3Q2012 Sold Call Crude Oil 124,500 $94.69

3Q2012 Purchased Call Crude Oil 45,000 $125.20


4Q2012 Sold Call Crude Oil 124,500 $94.69

4Q2012 Purchased Call Crude Oil 45,000 $125.20







