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 with access to other
basins through newly-acquired treating
business
Units currently yielding approximately 6.7%
to unitholders based on annualized recent
distribution of $0.58 per unit for 4Q 2012*
Strong margin protection of cash flow
through risk management program
Strong balance sheet versus midstream
industry peers enables opportunistic
pursuit of organic and external growth
As of 2Q 2013, overall processing
capacity will have doubled company-wide
to almost 1.3 Bcf/d** over past 2 years
Growth-Oriented Midstream Gathering
& Processing MLP with 13 Processing
Plants and over 10,100 miles of
gathering pipelines
20% interest in WestTX LPG NGL
pipeline (operated by Chevron)
Recently purchased Cardinal
Midstream (named Arkoma) for $600
million to add a fourth major gathering
and processing system as well as a
treating business located in other
enviable basins, which could create
incremental midstream opportunities
Completed significant expansions at
WestOK and Velma and major
expansions to come in 2013-2014 at
WestTX and Arkoma
* Market data as of 3/26/2013 ** On a gross basis as compared to 2Q 2011
Disciplined Approach to Managing our Business - Conservative Financially and Aggressive Operationally
APL and The Atlas Family Know how to Create MLP Value
4
Atlas was the #1 MLP (ATLS) and #1 Midstream MLP (APL) in the U.S. over the past 3 years
5
Diversified Asset Base in Oil / NGL-Rich Areas Provides Significant Exposure to Increasing Drilling Activity
6
Gas Processor Processing Capacity
(mmcf/d)
Gas Processor Processing
Plants
Enogex Products LLC 1,120 ATLAS PIPELINE PARTNERS 9
ATLAS PIPELINE PARTNERS 838 DCP Midstream 9
DCP Midstream 757 Enogex Products LLC 8
Enbridge G & P 450 Copano/Scissortail Energy LLC 6
ONEOK Partners, LP 448 ONEOK Partners, LP 6
Devon Gas Services LP 400 Enbridge G & P 3
MarkWest Energy Partners, LP 225 Mustang Gas Products, LLC 3
Copano/Scissortail Energy LLC 208 Superior Pipeline Company 3
TOTAL IN OKLAHOMA 5,314 mmcf/d TOTAL IN OKLAHOMA 70 plants
APL is one of the Largest Natural Gas Processors in OK
Source: EIA and company research; Data as of 4Q 2012 Pictured: APL’s new Arkoma assets
APL Becomes a Major Player in the Mid-Continent over the past 3 years
41
192
877
266 277 345
2010 2011 2012
Growth in OK Investment
Total APL Employees
Total OK Investment ($mm)
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
Major organic expansions completed or in progress across all systems, most of which are 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
Recent purchase of Cardinal Midstream (now the Arkoma system) funded with over 50% equity
Organically and Opportunistically
Focusing on organic growth expansions and M&A opportunities in liquids-rich or strategic areas with accretive
returns
Recent $600 purchase of Arkoma system adds heft and potential synergies in Woodford shale to compliment
Velma’s footprint
7
Partnership produced strong 2012 results as the result of record gathered volumes
Company-wide organic capital expansions plus addition of Cardinal Midstream (now the Arkoma System) in 2012/13 expect to contribute significantly to EBITDA growth in 2013 and beyond
2011 2012 Growth
Adjusted EBITDA
$181 mm $220 mm 22%
Distributable Cash Flow
$130 mm $146 mm 12%
Distribution $1.96/unit $2.27/unit 16%
Processed Volumes (avg)
549 mmcfd 923 mmcfd 68%
8
Operational and Financial Goals for 2013 Successful 2012
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 (Complete),WestTX (2Q’13) and Arkoma (1Q’14)
Committed to maintaining strong balance sheet and liquidity position as Partnership completes current capital program and pursues further growth opportunities - recent $600mm acquisition of Cardinal Midstream funded with over 50% equity
Systematically grow distribution in conjunction with cash flows from announced accretive projects while targeting above average annualized coverage of 1.15x as compared to midstream MLP space
Adjusted EBITDA Growth ($ mm)
Projects & M&A to Contribute Significantly in 2013
175 181
220
340
0
50
100
150
200
250
300
350
2010 2011 2012 2013*
Distributable Cash Flow (DCF) Growth ($ mm)
Transformation of Balance Sheet Drives DCF
87
130146
220
0
50
100
150
200
250
2010 2011 2012 2013*
Processing Capacity Growth (mmcfd)
Significant Increase in Processing Capacity
583 613
1,093
1,293
0
200
400
600
800
1,000
1,200
1,400
1,600
2010 2011 2012 2013**
Strong Results Pave Way for Future Success
* Based upon median of previously announced guidance / ** Based upon expected timing of expansions
WestOK Update
Geographical Area: Anadarko Basin / Mississippi Lime
Miles of Pipeline: Approx. 5,400
Processing Capacity: 458,000 mcfd
Number of Rigs Running: 39
Average Processed Volume (mcfd)
Overview
Recently added 200 mmcfd expansion quickly filing up with continued robust activity in Mississippi Lime
SandRidge, Chesapeake, Shell, Range and Devon active with sizeable acreage positions
DCP Southern Hills NGL takeaway pipeline to allow for increased liquids production in 2Q 2013
APL connected 139 wells in 4Q 2012, 12% more than previous quarter
211,533230,717 228,865
247,868263,654
275,567 279,305
315,753
380,113
412,682
150,000175,000200,000225,000250,000275,000300,000325,000350,000375,000400,000425,000
3Q2010 4Q2010 1Q2011 2Q2011 3Q2011 4Q2011 1Q2012 2Q2012 3Q2012 4Q2012
WestOK System
System Notes
10
I & II
Geographical Area: Woodford Shale/Ardmore Basin
Miles of Pipeline: Approx. 1,200
Processing Capacity: 160,000 mcfd
Number of Rigs Running: 12
Velma Update
Average Processed Volume (mcfd)
Overview
Recent 4Q volumes temporally affected by field operations - system processing over 140 mmcfd as of mid-February 2013
Addition of 60 mmcfd expansion in July 2012 all fixed fee and expected to be economically full by 3Q 2013
Major producers include ExxonMobil / XTO Energy, Range, Chesapeake, Continental, and Newfield in Velma’s area of operations
System located 50 miles to the west of Arkoma system and potential future synergies exist for producers in the Woodford
84,25587,732 85,158
96,625
104,930 105,115
122,904129,070
133,166
106,577
50,000
60,000
70,000
80,000
90,000
100,000
110,000
120,000
130,000
140,000
3Q2010 4Q2010 1Q2011 2Q2011 3Q2011 4Q2011 1Q2012 2Q2012 3Q2012 4Q2012
System Notes
Velma System
11
(V-100 & V-60)
Geographical Area: Woodford Shale/Arkoma Basin
Miles of Pipeline: Approx. 100
Processing Capacity: 220,000 mcfd (gross)
Capacity Utilization: 95%
Arkoma Update (Purchased from Cardinal Midstream)
Cash Flow Mix
Overview
Purchased Cardinal Midstream in December 2012 for $600 million, renamed the Arkoma system
Consists of 3 cryogenic processing facilities totaling 220 mmcfd (gross), including APL’s 60% JV interest in Coalgate & Atoka plants (and in the future,
Stonewall), with MarkWest Energy Partners owning the remaining 40%; APL also owns 100% of Tupelo plant
Serves liquids rich production in Arkoma Woodford complimented by dry gas gathering and lease treating facilities in other major shale plays
Capacity is at 95% utilization with expected 120 mmcfd expansion through Centrahoma JV with MarkWest Energy Partners in 1Q 2014
System Notes
Arkoma System
12
Fixed
Fee
80%
Wet Gas
Gathering
80%
Commodity
Exposed
20%
Dry Gas
Gathering
10%
Gas Treating
10%
Atoka
Coalgate
Stonewall Tupelo
Atoka
Bryan
Caddo
Carter
Choctaw
Coal
Comanche
Cotton
Garvin
Grady Hughes
Jefferson
Johnston
Love
McClain
Marshall
Murray
Pittsburg Pontotoc
Pottawatomie Seminole
Stephens
Archer
Clay
Cooke Fannin Grayson Lamar Montague
Wichita
Velma
Geographical Area: Permian Basin
Miles of Pipeline: Approx. 3,300
Current Processing Capacity: 255,000 mcfd
Number of Rigs Running: 66
WestTX Update
170,988169,413172,817
193,714198,068
220,506230,504
236,213
255,709271,592
125,000
150,000
175,000
200,000
225,000
250,000
275,000
3Q2010 4Q2010 1Q2011 2Q2011 3Q2011 4Q2011 1Q2012 2Q2012 3Q2012 4Q2012
WestTX System
Average Processed Volume (mcfd)
Overview
System Notes
200 mmcfd Driver facility being accelerated to facilitate growing production
DCP Sand Hills NGL takeaway pipeline to provide further NGL takeaway for Driver facility to move increasing NGLs coming on system
Pioneer just finished best ever horizontal Permian well on acreage dedicated to APL
Pioneer has over 900,000 acres in Permian and just secured JV partner to accelerate production which is expected to benefit APL
13
& CONSOLIDATOR
West Texas LPG NGL Pipeline
Geographical Area: Permian Basin, Barnett Shale
Miles of Pipeline: Approx. 2,200
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
14
230,913 227,822 236,614 242,318 243,708256,579 262,094
0
50,000
100,000
150,000
200,000
250,000
2Q 2011 3Q 2011 4Q 2011 1Q 2012 2Q 2012 3Q 2012 4Q 2012
Financial Objectives
16
APL is committed to operating from a position of strength
Target <4.0x Bank
Leverage Through
Capital Program and
Commodity Cycle
Structure Balance
Sheet to Maintain Financial Flexibility
Maintain at Least
$100 MM of Liquidity
Maintain Significant
Margin Protection
and Increase Tenor
into Further Periods
Improve Credit Rating
Sustain and Grow
with Senior Secured
Leverage Below 1.5x
($ in millions except as noted) 4Q 2012 3Q 2012 % Variance
Throughput Volume (Mcfd)
Velma 111,572 136,939 -18.5%
WestOK 436,694 403,304 8.3%
WestTEX 298,252 288,607 3.3%
Processed Volume (Mcfd)
Velma 106,577 133,166 -20.0%
WestOK 412,682 380,113 8.6%
WestTX 271,592 255,709 6.2%
Realized WAVG NGL Price ($/gal) $0.90 $0.87 3.4%
Average NYMEX Price ($/Mcf) $3.18 $2.60 22.3%
Total Revenue $354.5 $293.9 20.6%
Adjusted EBITDA $64.1 $55.9 14.7%
Distributable Cash Flow $40.4 $37.6 7.4%
Distribution to LP Unitholders $0.58 $0.57 1.8%
Distribution Coverage* 1.1x 1.1x N/A
Maintenance Capex $5.8 $4.7 23.4%
Growth / Acquisition Capex $722.3 $91.2 692.0%
Total Bank Leverage (TTM EBITDA) 4.0x 3.4x N/A
Total Debt $1,179.9 $786.6 50.0%
Senior Secured Debt $293.1 $80.1 265.9%
Total Liquidity $310.3 $520.1 -40.3%
4th Quarter Update Summary Quarterly Performance Comparison
Continued strong volume growth with sequentially better
natural gas and NGL pricing versus 3Q 2012
Distribution now at $0.58/unit – 2012 yearly payout 16%
higher than 2011
Purchased Cardinal Midstream (now named Arkoma) in
December 2012 for $600 million
Velma volume impacted temporarily in 4Q by 3rd party field
operations but now resolved
Approximately 90% completed in $600 million of expansion
capital to fund organic projects
Installation of Driver facility at WestTX being accelerated
due to robust activities in the Permian
UPDATE: In 1Q 2013, APL made a tender offer for its
8.75% 2018 notes to be replaced with a new issuance at
5.875% as well as a reduction of the majority of revolver
balance
17
* Pro forma for a full quarter of Arkoma cash flow
4Q 2012 Beat Expectations as Volume and Price Increase vs last Quarter
DCF
$1.60
DCF$1.88
DCF
$2.00
DCF
$2.24
DCF
$2.80 DCF
$2.69DCF
$2.64 DCF
$2.44
DCF$2.80
DCF$2.88
$0.89
$1.08 $1.10
$1.25$1.27
$1.17
$1.03
$0.80$0.87
$0.90
$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
3Q 2010 4Q 2010 1Q 2011 2Q 2011 3Q 2011 4Q 2011 1Q 2012 2Q 2012 3Q 2012 4Q 2012
Weig
hte
d A
vg
. N
GL
pri
ce (
$/g
al)
Ru
n-r
ate
Dis
trib
uta
ble
Cash
Flo
w P
er
Un
it
EBITDA, DCF, & Distribution
continue to increase despite
weak commodity price
environment
Partnership continues to build
business on fundamental volume
growth and execute on
remaining expansions its
systems
Distribution increase was 9th in
past 10 quarters as EBITDA for
year ($220mm) at high end of
guidance ($200-225)
With addition of Arkoma assets,
APL will be even less exposed to
NGL price volatility as new
assets are 80% fixed fee cash
flows
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)
18
Run-rate DCF per unit
(right axis)
APL Fixed-Fee More than Doubles in Past Two Years
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)
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
Recent purchase of Arkoma system (purchased from Cardinal Midstream) in December 2012 is approximately 80% fixed fee cash
flow
Current Contract Mix*+
Percent of
Proceeds
51%
Fixed
Fee
17% Keep-
Whole
32%
Percent of
Proceeds
54%
Fixed
Fee
33%
Keep-
Whole
13%
Pre-Elk City & LMM Sale (Sept 2010)*
* Based on gross margin, not volume
+ As of 2/15/2013 and pro forma for Cardinal acquisition 19
Margin Well Protected for 2013, 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
78% margin
coverage for 2013,
56% for 2014, and
24% for 2015
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 2/15/2013
72%75%
82% 84%
60%
53%58%
56%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
1Q 2013 2Q 2013 3Q 2013 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014
Perc
en
t H
ed
ged
(%
) Average
for 2013: 78%
20
Average
for 2014: 56%
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 84% of total processed volume and fixed fee margin tied to contracts that mature 2015+
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
High levels of liquidity and no near term debt maturities
Recently executed on two new long term debt issuances and reduced revolver borrowings to position
balance sheet to fund future organic capex and M&A opportunities
Experienced executive and operations teams
Senior management team averages over 26 years of experience in the oil and natural gas industry
Long-term strategic E&P partners with proven capital and aggressive well drilling schedules
21
Reconciliation to Non-GAAP Measures
23 Note: Figures in thousands of dollars ($ 000) except per unit data
Reconciliation to Non-GAAP Measures LTM
31-Dec-12 30-Sep-12 30-Jun-12 31-Mar-12 31-Dec-11 31-Dec-12
Reconciliation of net income (loss) to other non-GAAP measures:
Net income (loss) (6,907)$ (6,356)$ 74,851$ 6,471$ (5,254)$ 68,059$
Income attributable to non-controlling interests (1,902) (1,511) (1,061) (1,536) (1,708) (6,010)
Depreciation and amortization 24,314 23,161 21,712 20,842 19,936 90,029
Interest expense, net of ineffective interest rate swaps 14,091 9,692 9,269 8,708 7,078 41,760
Income tax expense (benefit) 176 - - - - 176
EBITDA 29,772$ 24,986$ 104,771$ 34,485$ 20,052$ 194,014$
Adjust for gain (loss) on sale of assets - - - - (598) -
Premium expense for purchased derivatives 5,168 4,855 3,984 3,752 2,905 17,759
Adjust for cash flow from equity investment (288) 378 (117) 904 (191) 877
Non-cash (gain) loss on derivatives 8,285 22,477 (64,741) 10,696 27,015 (23,283)
Acquisition costs and other adjustments 21,159 3,268 5,163 1,250 56 30,840
Adjusted EBITDA 64,096$ 55,964$ 49,060$ 51,087$ 49,239$ 220,207$
Interest expense (14,091) (9,692) (9,269) (8,708) (7,078) (41,760)
Amortization of deferred financing costs 1,316 1,061 1,130 1,165 1,126 4,672
Premium expense for purchased derivatives (5,168) (4,855) (3,984) (3,752) (2,905) (17,759)
Other - (131) (161) (34) 457 (326)
Maintenance capital expenditures (5,779) (4,732) (4,000) (4,510) (4,796) (19,021)
Distributable Cash Flow 40,374$ 37,615$ 32,776$ 35,248$ 36,043$ 146,013$
Weighted Average Units Outstanding 56,288 53,736 53,646 53,620 53,617 54,323
Weighted Average Annualized DCF per Unit 2.87$ 2.80$ 2.44$ 2.63$ 2.69$ 2.69
Three Months Ended