CHKM Access Midstream Partners L.P.

Chesapeake Midstream Partners, L.P. (NYSE:CHKM) today announced financial results for the 2011 fourth quarter and full year. The Partnership’s 2011 fourth quarter net income totaled $66.3 million, down $23.6 million from the 2010 fourth quarter. Adjusted ebitda for the 2011 fourth quarter was $110.0 million, down $5.6 million, or 4.8%, from 2010 fourth quarter adjusted ebitda of $115.6 million. The fourth quarter results include revenue associated with minimum volume commitments (MVC) of $17.4 million in 2011 as compared to $56.8 million in 2010. Annual revenue from MVC is recognized in the fourth quarter of each year. After eliminating the MVC impact in each period, fourth quarter adjusted ebitda was up 57.5% and net income was up 47.8%.

The Partnership’s 2011 full year net income was $194.3 million, down $0.9 million, or 0.5%, compared to 2010 full year net income of $195.2 million. Adjusted ebitda for the 2011 full year was $349.5 million, an increase of $55.5 million, or 18.9%, compared to 2010 adjusted ebitda of $294.0 million.

Adjusted distributable cash flow (DCF) for the 2011 fourth quarter totaled $78.9 million, an increase of $30.0 million, or 61.3%, compared to the 2010 fourth quarter and resulted in a coverage ratio of 1.34. DCF for the 2011 full year was $262.0 million and resulted in a full year coverage ratio of 1.23. Financial terms are defined on pages three and four of this release.

Throughput for the 2011 fourth quarter totaled 213.4 billion cubic feet (bcf) of natural gas, or 2.32 bcf per day, an increase of 41.5% from 2010 fourth quarter throughput of 1.64 bcf per day. For the 2011 full year, total throughput was 794.3 bcf of natural gas, or 2.18 bcf per day, an increase of 36.3% from 2010 full year throughput of 1.60 bcf per day. The increases in throughput were driven by the Haynesville Springridge gas gathering system acquired in December 2010 and strong well-connect performance in the Barnett Shale region. The Partnership connected 166 new wells to its gathering systems during the 2011 fourth quarter, an increase of 31.7% compared to the 2010 fourth quarter, resulting in the most well connects for any quarter during 2011. For the 2011 full year, the Partnership connected 610 wells to its systems, an increase of 42.9% compared to 2010.

Partnership revenue for the 2011 fourth quarter was $169.1 million, an increase of $6.6 million, or 4.1%, compared to 2010 fourth quarter revenue of $162.5 million. After eliminating revenue related to MVC in each period, fourth quarter revenue was up 43.5%. For the 2011 full year, Partnership revenue was $565.9 million, an increase of $106.7 million or 23.2%, compared to 2010 full year revenue of $459.2 million.

Capital expenditures during the 2011 fourth quarter totaled $92.2 million, including maintenance capital expenditures of $18.5 million. Capital expenditures for the 2011 full year totaled $418.8 million, including maintenance capital expenditures of $74.0 million.

Partnership Completes Acquisition

On December 29, 2011, the Partnership closed its second significant acquisition, acquiring 100% of Chesapeake’s interest in Appalachia Midstream Services which owns an average 47% of the 10 gas gathering systems in the Marcellus Shale consisting of approximately 200 miles of gathering pipeline in West Virginia and Pennsylvania. At the end of 2011, total gross throughput for these systems was just over 1.0 bcf per day. The acquisition broadens the Partnership’s operating footprint, increases its basin and customer diversification, increases its exposure to liquids-rich plays and provides access to the Marcellus Shale, the largest and most profitable gas shale in North America.

Partnership Increases Cash Distribution

On January 27, 2012, the Board of Directors of the Partnership’s general partner declared a quarterly cash distribution of $0.39 per unit for the 2011 fourth quarter, a $0.0525, or 15.6%, increase over the 2010 fourth quarter distribution and a $0.015, or 4.0%, increase over the 2011 third quarter distribution. The distribution was paid on February 14, 2012 to unitholders of record at the close of business on February 7, 2012. Adjusted DCF for the 2011 fourth quarter of $78.9 million provided distribution coverage of 1.34 times the amount required for the Partnership to fund the distribution to both the general and limited partners.

Outlook for 2012 Unchanged

The Partnership is projecting ebitda for the twelve months ending December 31, 2012 to be $475 million with expansion capital expenditures of $660 million and maintenance capital expenditures of $74 million.

Management Comments

J. Mike Stice, Chesapeake Midstream Partners’ Chief Executive Officer, commented, “I’m pleased to report results exceeding expectations for the 2011 fourth quarter and full year. Our business model is performing exactly as anticipated. With the Marcellus assets now in our portfolio, we are well positioned to continue delivering steady, growing cash flows for investors. After recent announcements of curtailments by producers in dry gas plays, we conducted a thorough review of our business plans and are confident in affirming our outlook for 2012. This is a testament to the resiliency of our low risk business model and related contractual protections.”

Conference Call Information

A conference call to discuss this release of financial results has been scheduled for Wednesday, February 29, 2012 at 9:00 a.m. EST. The telephone number to access the conference call is 719-325-4835 or toll-free 877-545-1403. The passcode for the call is 3415504. We encourage those who would like to participate in the call to dial the access number between 8:50 and 9:00 a.m. EST. For those unable to participate in the conference call, a replay will be available for audio playback from 12:00 p.m. EST on February 29, 2012 through 12:00 p.m. EDT on March 14, 2012. The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112. The passcode for the replay is 3415504. The conference call will also be webcast live on the Internet and can be accessed by going to the Partnership’s website at www.chkm.com in the "Events" subsection of the "Investors" section of the website. An archive of the conference call webcast will also be available on the website.

Use of Non-GAAP Financial Measures

This press release and accompanying schedules include the non-GAAP financial measures of adjusted ebitda, DCF and adjusted DCF. The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with GAAP. Non-GAAP financial measures should not be considered as an alternative to GAAP measures such as net income, net cash provided by operating activities or any other measure of liquidity or financial performance calculated and presented in accordance with GAAP. Investors should not consider adjusted ebitda, DCF or adjusted DCF in isolation or as a substitute for analysis of the Partnership’s results as reported under GAAP. Because these non-GAAP financial measures may be defined differently by other companies in our industry, the Partnership’s definition of adjusted ebitda, DCF and adjusted DCF may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Adjusted Ebitda. The Partnership agreement defines adjusted ebitda as net income (loss) before income tax expense, interest expense, depreciation and amortization expense and certain other items management believes affect the comparability of operating results. Adjusted ebitda is a non-GAAP financial measure that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

• The Partnership’s operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to capital structure, historical cost basis or financing methods;
• The Partnership’s ability to incur and service debt and fund capital expenditures;
• The ability of the Partnership’s assets to generate sufficient cash flow to make distributions to unitholders; and
• The viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

Management believes it is appropriate to exclude certain items from ebitda because management believes these items affect the comparability of operating results. The Partnership believes that the presentation of adjusted ebitda in this press release provides information useful to investors in assessing its financial condition and results of operations. The GAAP measure most directly comparable to adjusted ebitda is net income.

Distributable Cash Flow. The Partnership agreement defines DCF as adjusted ebitda attributable to the Partnership adjusted for:

• Addition of interest income;
• Subtraction of net cash paid for interest expense;
• Subtraction of maintenance capital expenditures; and
• Subtraction of income taxes.

Management compares the DCF the Partnership generates to the cash distributions it expects to pay its partners. Using this metric, management computes a distribution coverage ratio. DCF is an important non-GAAP financial measure for our limited partners since it serves as an indicator of our success in providing a cash return on investment. Specifically, this financial measure indicates to investors whether or not the Partnership is generating cash flows at a level that can sustain or support an increase in its quarterly cash distributions. DCF is also a quantitative standard used by the investment community with respect to publicly traded partnerships because the value of a partnership unit is in part measured by its yield, which is based on the amount of cash distributions a partnership can pay to a unitholder. The GAAP measure most directly comparable to DCF is net cash provided by operating activities.

Adjusted Distributable Cash Flow. The Partnership includes the quarterly impact of contractual minimum volume commitments that are not recognized until the fourth quarter of each year in its calculation of adjusted DCF for the purpose of calculating the distribution coverage ratio.

Chesapeake Midstream Partners, L.P. (NYSE:CHKM) is the industry’s largest gathering and processing master limited partnership as measured by throughput volume 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 Shale, Haynesville Shale, Marcellus Shale and Mid-Continent regions of the U.S. The Partnership’s common units are listed on the New York Stock Exchange under the symbol CHKM. Further information is available at www.chkm.com where the Partnership routinely posts announcements, updates, events, investor information and presentations and all recent press releases.

This press release includes forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. They include but are not limited to throughput volumes, revenues, net income, capital expenditures, adjusted ebitda and distributable cash flow, as well as other statements concerning our business strategy and plans and objectives for future operations. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this release, and we undertake no obligations to update this information. Although we believe the expectations and forecasts reflected in these and other forward-looking statements are reasonable, we can give no assurance they will prove to be correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Factors that could cause actual results to differ materially from expected results are described under “Risk Factors” in our 2010 Annual Report on Form 10-K and in the other reports we file with the Securities and Exchange Commission.

    CHESAPEAKE MIDSTREAM PARTNERS, L.P. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ($ in thousands, except per unit data) (unaudited)       Three Months Ended December 31,   2011       2010   Revenues, including revenue from affiliates (1) $ 169,078 $ 162,468   Operating Expenses

Operating expenses, including expenses from affiliates

46,773 36,121 Depreciation and amortization expense 37,463 23,482

General and administrative expense, including expenses from affiliates

12,835 10,771 Other operating (income) expense   (84 )   29     Total operating expenses   96,987     70,403     Operating income 72,091 92,065   Other income (expense) Income from unconsolidated affiliates 433 — Interest expense (5,357 ) (1,550 ) Other income   66     26     Income before income tax expense 67,233 90,541 Income tax expense   928     659     Net income $ 66,305   $ 89,882     Limited partner interest in net income Net income 66,305 89,882 Less general partner interest in net income   (2,510 )   (1,798 )   Limited partner interest in net income   63,795     88,084     Net income per limited partner unit – basic and diluted Common units 0.46 0.64 Subordinated units 0.46 0.64  

Weighted average limited partner units outstanding used for net income per unit calculation – basic and diluted (in thousands)

Common units 69,678 69,083 Subordinated units 69,076 69,076

(1)

  If either Chesapeake Energy Corporation (“Chesapeake”) or Total E&P USA, Inc. (“Total”) does not meet its minimum volume commitment to the Partnership in the Barnett Shale region or Chesapeake does not meet its minimum volume commitment in the Haynesville Shale region under the relevant gas gathering agreement for specified annual periods, Chesapeake or Total is obligated to pay the Partnership a fee equal to the applicable fee for each mcf by which the applicable party’s minimum volume commitment for the year exceeds the actual volumes gathered on the Partnership’s systems. Should payments be due under the minimum volume commitment with respect to any year, the Partnership recognizes the associated revenue in the fourth quarter of that year. The Partnership recognized $17.4 million in the 2011 fourth quarter and $56.8 million in the 2010 fourth quarter related to these commitments.     CHESAPEAKE MIDSTREAM PARTNERS, L.P. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ($ in thousands, except per unit data) (unaudited)       Twelve Months Ended December 31,   2011       2010   Revenues, including revenue from affiliates $ 565,929 $ 459,153   Operating Expenses

Operating expenses, including expenses from affiliates

176,851 133,293 Depreciation and amortization expense 136,169 88,601

General and administrative expense, including expenses from affiliates

40,380 31,992 Other operating expense   739     285     Total operating expenses   354,139     254,171     Operating income 211,790 204,982   Other income (expense) Income from unconsolidated affiliates 433 — Interest expense (14,884 ) (7,426 ) Other income   287     102     Income before income tax expense 197,626 197,658 Income tax expense   3,289     2,431     Net income $ 194,337   $ 195,227     Limited partner interest in net income Net income 194,337

109,396

(1)

Less general partner interest in net income   (5,070 )   (2,188 )

 

  Limited partner interest in net income   189,267     107,208     Net income per limited partner unit – basic and diluted Common units 1.37 0.78 Subordinated units 1.37 0.78  

Weighted average limited partner units outstanding used for net income per unit calculation – basic and diluted (in thousands)

Common units 69,371 69,083 Subordinated units 69,076 69,076

(1)

  Reflective of general and limited partner interest in net income from closing of the Partnership’s initial public offering on August 3, 2010 through December 31, 2010.     CHESAPEAKE MIDSTREAM PARTNERS, L.P. CONDENSED CONSOLIDATED BALANCE SHEETS ($ in thousands) (unaudited)       As of   As of December 31, December 31,   2011     2010   Assets   Total current assets $ 88,188   $ 131,487     Property, plant and equipment Gathering systems 2,954,868 2,544,053 Other fixed assets 53,611 41,125 Less: Accumulated depreciation   (480,555 )   (358,269 )   Total property, plant and equipment, net   2,527,924     2,226,909     Investment in unconsolidated affiliates 886,558 — Intangible assets, net 158,621 172,481 Deferred loan costs, net   21,947     15,039     Total assets $ 3,683,238   $ 2,545,916     Liabilities and Partners’ Capital   Total current liabilities $ 143,094   $ 97,991     Long-term liabilities Long-term debt 1,062,900 249,100 Other liabilities   4,099     4,257     Total long-term liabilities   1,066,999     253,357     Partners’ capital Partners' capital   2,473,145     2,194,568     Total partners’ capital   2,473,145     2,194,568     Total liabilities and partners’ capital $ 3,683,238   $ 2,545,916       CHESAPEAKE MIDSTREAM PARTNERS, L.P. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS ($ in thousands) (unaudited)       Twelve Months   Twelve Months Ended Ended December 31, December 31,   2011     2010   Cash flows from operating activities Net income $ 194,337 $ 195,227

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 136,169 88,601 Income from unconsolidated affiliates (433 ) — Other non-cash items 6,486 5,261 Changes in assets and liabilities Decrease in accounts receivable 31,501 58,172 Increase in other assets (292 ) (4,833 ) Increase in accounts payable 11,258 7,474 Increase (decrease) in accrued liabilities   19,990     (32,811 )   Net cash provided by operating activities   399,016     317,091     Cash flows from investing activities Additions to property, plant and equipment (418,834 ) (216,303 ) Acquisition of gathering system assets — (500,000 ) Investment in unconsolidated affiliate (600,000 ) — Proceeds from sale of assets   1,730     4,823     Net cash used in investing activities   (1,017,104 )   (711,480 )   Cash flows from financing activities Proceeds from credit facility borrowings 1,576,700 529,300 Payments on credit facility borrowings (1,112,900 ) (324,300 ) Proceeds from issuance of common units, net of offering costs — 474,579 Proceeds from issuance of senior notes, net of offering costs 350,000 — Distribution to unitholders (200,897 ) (30,522 ) Initial public offering costs (1,280 ) — Debt issuance costs (11,332 ) (5,113 ) Distribution to partners — (231,919 ) Contribution from predecessor — 177 Other adjustments   3     —     Net cash provided by financing activities  

600,294

    412,202    

Net increase (decrease) in cash and cash equivalents

(17,794 ) 17,813   Cash and cash equivalents Beginning of period   17,816     3     End of period $ 22   $ 17,816       CHESAPEAKE MIDSTREAM PARTNERS, L.P. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES ($ in thousands) (unaudited)       Three Months Ended December 31,   2011       2010     Net Income $ 66,305 $ 89,882   Adjusted for: Interest expense 5,357 1,550 Income tax expense 928 659 Depreciation and amortization expense 37,463 23,482 (Gain) loss on sale of assets (84 ) 29 Income from unconsolidated affiliates (433 ) — EBITDA from unconsolidated affiliates   488     —     Adjusted EBITDA $ 110,024   $ 115,602     Adjusted for: Maintenance capital expenditures (18,500 ) (17,500 ) Cash portion of interest expense (4,168 ) (732 ) Income tax expense   (928 )   (659 )   Distributable cash flow   86,428     96,711     Adjusted for: Q1 through Q3 minimum volume commitment   (7,479 )   (47,801 )   Adjusted distributable cash flow $ 78,949   $ 48,910       Cash provided by operating activities $ 100,522 $ 49,971   Adjusted for: Change in assets and liabilities 4,122 64,241 Interest expense 5,357 1,550 Income tax expense 928 659 Other non-cash items (1,393 ) (819 ) EBITDA from unconsolidated affiliates   488     —     Adjusted EBITDA $ 110,024   $ 115,602     Adjusted for: Maintenance capital expenditures (18,500 ) (17,500 ) Cash portion of interest expense (4,168 ) (732 ) Income tax expense   (928 )   (659 ) Distributable cash flow 86,428 96,711   Adjusted for: Q1 through Q3 minimum volume commitment   (7,479 )   (47,801 )   Adjusted distributable cash flow $ 78,949   $ 48,910     Cash distribution Limited partner units ($0.39 x 147,975,772 units) $ 57,711 General partner interest   1,221     Total cash distribution $ 58,932     Distribution coverage ratio   1.34       CHESAPEAKE MIDSTREAM PARTNERS, L.P. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES ($ in thousands) (unaudited)       Twelve Months Ended December 31,   2011       2010     Net Income $ 194,337 $ 195,227   Adjusted for: Interest expense 14,884 7,426 Income tax expense 3,289 2,431 Depreciation and amortization expense 136,169 88,601 Loss on sale of assets 739 285 Income from unconsolidated affiliates (433 ) — EBITDA from unconsolidated affiliates   488     —     Adjusted EBITDA $ 349,473   $ 293,970     Adjusted for: Maintenance capital expenditures (74,000 ) (70,000 ) Cash portion of interest expense (10,224 ) (2,550 ) Income tax expense   (3,289 )   (2,431 )   Distributable cash flow $ 261,960   $ 218,989       Cash provided by operating activities $ 399,016 $ 317,091   Adjusted for: Change in assets and liabilities (62,457 ) (28,002 ) Interest expense 14,884 7,426 Income tax expense 3,289 2,431 Other non-cash items (5,747 ) (4,976 ) EBITDA from unconsolidated affiliates   488     —     Adjusted EBITDA $ 349,473   $ 293,970     Adjusted for: Maintenance capital expenditures (74,000 ) (70,000 ) Cash portion of interest expense (10,224 ) (2,550 ) Income tax expense   (3,289 )   (2,431 ) Distributable cash flow $ 261,960   $ 218,989     Cash distribution

Limited partner units

$ 207,962 General partner interest   4,287     Total cash distribution $ 212,249     Distribution coverage ratio   1.23      

CHESAPEAKE MIDSTREAM PARTNERS, L.P.

OPERATING STATISTICS

(unaudited)

      Three Months Ended December 31, 2011   2010   Barnett Shale Wells connected during period 117 64 Total wells connected 2,219 1,835 Throughput, bcf per day 1.243 1.031 Approximate miles of pipe at end of period 882 781 Gas compression (horsepower) at end of period 159,810 138,435     Haynesville Shale Wells connected during period 7 — Total wells connected 220 164 Throughput, bcf per day 0.528 0.444 (1) Approximate miles of pipe at end of period 260 226 Gas compression (horsepower) at end of period 23,745 11,320     Mid-Continent Wells connected during period 42 62 Total wells connected 2,526 2,356 Throughput, bcf per day 0.549 0.558 Approximate miles of pipe at end of period 2,487 2,358 Gas compression (horsepower) at end of period 94,621 86,251     Total Wells connected during period 166 126 Total wells connected 4,965 4,355 Throughput, bcf per day 2.320 1.642 (1) Approximate miles of pipe at end of period 3,628 3,365 Gas compression (horsepower) at end of period 278,176 236,006

(1)

  Total throughput volume for the Springridge gathering system from closing of the acquisition on December 21, 2010 through December 31, 2010 was 4.888 billion cubic feet, or 0.444 bcf per day.     CHESAPEAKE MIDSTREAM PARTNERS, L.P. OPERATING STATISTICS (unaudited)       Twelve Months Ended December 31, 2011   2010   Barnett Shale Wells connected during period 384 270 Total wells connected 2,219 1,835 Throughput, bcf per day 1.083 1.025 Approximate miles of pipe at end of period 882 781 Gas compression (horsepower) at end of period 159,810 138,435     Haynesville Shale Wells connected during period 56 — Total wells connected 220 164 Throughput, bcf per day 0.541 0.444 (1) Approximate miles of pipe at end of period 260 226 Gas compression (horsepower) at end of period 23,745 11,320     Mid-Continent Wells connected during period 170 157 Total wells connected 2,526 2,356 Throughput, bcf per day 0.552 0.557 Approximate miles of pipe at end of period 2,487 2,358 Gas compression (horsepower) at end of period 94,621 86,251     Total Wells connected during period 610 427 Total wells connected 4,965 4,355 Throughput, bcf per day 2.176 1.595 (1) Approximate miles of pipe at end of period 3,628 3,365 Gas compression (horsepower) at end of period 278,176 236,006

(1)

  Total throughput volume for the Springridge gathering system from closing of the acquisition on December 21, 2010 through December 31, 2010 was 4.888 billion cubic feet, or 0.444 bcf per day.