HOUSTON, Feb. 28, 2013 /PRNewswire/ -- Copano Energy, L.L.C. (NASDAQ: CPNO) today announced its financial results for the three months and year ended December 31, 2012 and its updated 2013 guidance.

Fourth Quarter 2012 Highlights:


    --  Total distributable cash flow of $46.2 million, a 9% increase from the
        fourth quarter of 2011
    --  Total segment gross margin of $74.3 million, a 20% increase from the
        prior year period
    --  Adjusted EBITDA of $60.9 million, a 6% increase from the prior year
        period
    --  Volumes gathered from the Eagle Ford Shale play averaged 644,000
        MMBtu/d, a 104% increase from the prior year period
    --  Texas segment natural gas liquids (NGL) production of over 56,000
        Bbls/d, a 67% increase from the prior year period

2013 Guidance Update:


    --  Adjusted EBITDA and Total Distributable Cash Flow unchanged from
        previous guidance
    --  Common unit distribution to remain at $0.575 per quarter due to merger
        agreement with Kinder Morgan Energy Partners (KMP)
    --  Expansion capital expenditures to increase to $400 to $450 million
        compared to previous guidance of $250 to $300 million primarily due to
        addition of the DK pipeline loop, a 65-mile, $100 million project to
        loop the DK pipeline from DeWitt County to Copano's Houston Central
        complex, as well as other new capital projects in Texas and Oklahoma

"Our fourth quarter results demonstrate the momentum of our operations and success of our Eagle Ford strategy, and provided an excellent finish to an exciting and eventful 2012," said R. Bruce Northcutt, Copano's President and Chief Executive Officer.

"Our recently announced transaction with Kinder Morgan Energy Partners positions Copano to continue executing on our strategy as part of a larger, more diversified company. We look forward to completing the transaction and moving ahead as part of KMP, which we expect to occur in the third quarter of 2013," Northcutt added.

Fourth Quarter Financial Results

Total distributable cash flow was $46.2 million, a 9% increase from the fourth quarter of 2011, and a 19% decrease from the third quarter of 2012. The decrease from the third quarter of 2012 was primarily due to the one-time gain on the sale of the Lake Charles processing plant in the third quarter. The increase from the prior-year period was primarily due to increased throughput from the Eagle Ford Shale. These benefits were partially offset by lower NGL prices and higher operating expenses. Fourth-quarter 2012 total distributable cash flow represents 100% coverage of the fourth-quarter distribution of $0.575 per unit, based on common units outstanding on the distribution record date.

Revenue for the fourth quarter of 2012 increased 12% from the fourth quarter of 2011 to $396.8 million, and increased 8% from the third quarter of 2012. Total segment gross margin increased 20% from the fourth quarter of 2011 to $74.3 million, and decreased 1% compared to the third quarter of 2012. Adjusted EBITDA increased 6% from the fourth quarter of 2011 to $60.9 million, and decreased 17% from the third quarter of 2012. The decrease in Adjusted EBITDA from the third quarter of 2012 was primarily a result of the one-time gain on the sale of the Lake Charles processing plant in the third quarter. Net loss to common units was $50.7 million for the fourth quarter of 2012 compared to a net loss of $1.2 million for the fourth quarter of 2011. The net loss in the fourth quarter of 2012 includes a $66.3 million non-cash impairment charge related to Copano's investments in Bighorn Gas Gathering and Fort Union Gas Gathering.

Corporate and other activities, which include Copano's commodity risk management efforts, resulted in a loss of $1.2 million for the fourth quarter of 2012, consisting of $5.7 million in non-cash amortization expense and $1.5 million of unrealized losses on commodity derivative instruments, offset by $6.0 million of net cash settlements received. Corporate and other activities for the fourth quarter of 2011 resulted in a $12.5 million loss consisting of $7.5 million of non-cash amortization expense, $2.9 million of net cash settlements paid and $2.1 million of unrealized mark-to-market losses on commodity derivative instruments. Corporate and other activities for the third quarter of 2012 resulted in a $3.7 million loss consisting of $5.9 million of non-cash amortization expense and $2.6 million of unrealized losses on commodity derivative instruments, offset by $4.8 million of net cash settlements received.

Total distributable cash flow, total segment gross margin, adjusted EBITDA and segment gross margin are non-GAAP financial measures, which are reconciled to their most directly comparable GAAP measures at the end of this news release. Please read "Use of Non-GAAP Financial Measures" beginning on page 7 of this news release.

Current Expansion Projects Update


    --  Copano's first 400 MMcf/d cryogenic expansion at its Houston Central
        complex is mechanically complete, and final preparations are underway
        for a projected in-service date late in the first quarter of 2013. 
        Additionally, Formosa's fractionation expansion at its Point Comfort
        facility is underway and is expected to be in service in the second
        quarter of 2013.  Copano will have 37,500 Bbls/d of fractionation
        capacity at Formosa's facility when the expansion is complete.
    --  An EPA permit application has been submitted and the public review and
        comment period recently ended for the second 400 MMcf/d cryogenic
        expansion at Houston Central.  The 2014 cryogenic expansion is supported
        by long-term, fee-based capacity commitments with major producers.  When
        the second cryogenic expansion is complete, Copano will have a total of
        1 Bcf/d of highly efficient cryogenic processing capacity at its Houston
        Central complex.
    --  Construction on the 65-mile southwest extension of Copano's wholly-owned
        DK pipeline into McMullen County, Texas is nearing completion, and is
        expected to begin service in the first quarter of 2013.
    --  Copano has approved a project to loop approximately 65 miles of its DK
        pipeline from DeWitt County to the Houston Central complex, along the
        same path as the existing DK pipeline.  The project is expected to begin
        service in the fourth quarter of 2013 and is projected to cost
        approximately $100 million. The addition of the loop line creates a fuel
        reduction by reallocation of compression and provides increased pipeline
        capacity to serve the processing plant expansions at Houston Central. 
        The project is supported by long-term, fee-based capacity commitments.
    --  Copano, along with its joint venture partner, Magellan Midstream
        Partners, continues to make progress on the Double Eagle pipeline.  The
        Three Rivers Terminal and the mainline between Three Rivers and the
        Magellan Terminal in Corpus Christi will be placed in service in March
        2013.  The eastern leg of the pipeline from Three Rivers to Karnes
        County is expected to be complete in March 2013 and the western leg from
        Three Rivers to Gardendale is scheduled to be complete by the third
        quarter of 2013.
    --  In Oklahoma, Copano has completed construction of a pipeline connecting
        Copano's Osage and Stroud systems in order to deliver rich Mississippi
        Lime gas gathered on the Osage system to the Paden processing plant,
        providing processing and nitrogen rejection services to producers in the
        Mississippi Lime.
    --  In the Woodbine Shale play in Texas, Copano has leased and is installing
        a 10 MMcf/d refrigeration unit, which is expected to begin processing
        gas early in the second quarter of 2013.

Fourth Quarter Operating Results by Segment

Texas

Segment gross margin for Texas increased 12% from the fourth quarter of 2011 to $54.6 million. The increase from the prior year period was primarily a result of volume growth from the Eagle Ford Shale, partially offset by a decline in leaner gas volumes at the Houston Central complex, which were displaced to accommodate richer Eagle Ford Gathering fee-based gas volumes.

During the fourth quarter of 2012, Texas segment service throughput volumes averaged 814,684 MMBtu/d of natural gas and were relatively unchanged when compared to the fourth quarter of 2011. The Texas segment gathered an average of 518,355 MMBtu/d of natural gas, also were relatively unchanged when compared to the fourth quarter of 2011. Volumes processed at Copano's plants and third-party plants in Texas averaged 755,395 MMBtu/d during the fourth quarter of 2012, an increase of 5% over the fourth quarter of 2011, primarily due to higher volumes processed at the Houston Central complex, partially offset by the volume impact of the sale of the Lake Charles plant in the third quarter of 2012. Fourth-quarter NGL production averaged 56,434 Bbls/d at Copano-owned plants and third-party plants, an increase of 67% from the fourth quarter of 2011, reflecting a substantial increase in the NGL content of volumes and higher recovery rates at the Houston Central complex, and increased volumes at the Saint Jo plant in the north Barnett Shale Combo play in north Texas.

Eagle Ford Gathering, Copano's unconsolidated joint venture with Kinder Morgan, provided gathering services for an average of 406,425 MMBtu/d during the fourth quarter of 2012. Texas segment gross margin results do not include the financial results and volumes associated with Copano's interest in Eagle Ford Gathering, which is accounted for under the equity method of accounting and shown in Copano's financial statements under "Equity in loss (earnings) from unconsolidated affiliates." For the fourth quarter of 2012, equity earnings and distributions from Eagle Ford Gathering totaled $13.8 million and $8.3 million, respectively.

Oklahoma

Segment gross margin for Oklahoma was $21.2 million for the fourth quarter of 2012, a decrease of 17% compared to the fourth quarter of last year. The year-over-year decrease was due primarily to lower NGL and natural gas prices, which resulted in a 16% decrease in realized margins on service throughput compared to the fourth quarter of 2011.

The Oklahoma segment gathered an average of 303,645 MMBtu/d of natural gas, a decrease of 1% compared to the fourth quarter of 2011, due primarily to lower lean gas volumes from the Woodford Shale. Volumes processed at wholly owned and third-party plants in Oklahoma increased 2% compared to the fourth quarter of 2011, averaging 162,057 MMBtu/d. Fourth-quarter NGL production at wholly owned and third-party plants averaged 16,390 Bbls/d, a decrease of 6% from the fourth quarter of 2011 primarily due to some of Copano's plants operating in ethane rejection during the fourth quarter of 2012.

Rocky Mountains

Segment gross margin for the Rocky Mountains segment was a loss of $0.2 million in the fourth quarter of 2012 compared to a gain of $0.4 million for the fourth quarter of 2011. Rocky Mountains segment gross margin results do not include the financial results and volumes associated with Copano's interest in Bighorn and Fort Union, which are accounted for under the equity method of accounting and shown in Copano's financial statements under "Equity in loss (earnings) from unconsolidated affiliates."

Average pipeline throughput for Bighorn and Fort Union on a combined basis increased 7% to 675,662 MMBtu/d in the fourth quarter of 2012 as compared to 630,843 MMBtu/d in the fourth quarter of 2011. The volume increase is due primarily to producers increasing volumes on Fort Union to access downstream markets; however, because Fort Union has firm volume commitments from these producers, the increase did not have a material impact on Copano's equity earnings or distributions. For the fourth quarter of 2012, combined equity losses for Bighorn and Fort Union totaled $61.2 million, which included a $66.3 million non-cash impairment charge, compared to equity earnings of $3.7 million for the same period in 2011. The fourth quarter of 2012 non-cash impairment charge was primarily the result of a decline in forecasted future volumes after a major producer in the region disclosed that some of their current and future production was being abandoned. Combined distributions from Bighorn and Fort Union totaled $4.4 million in the fourth quarter of 2012 compared to $5.8 million in the fourth quarter of the previous year.

Year End Financial Results

Revenue for 2012 increased 5% to $1.4 billion compared to $1.3 billion in 2011. Operating segment gross margin increased 1% to $293.7 million in 2012 compared to $292.2 million for 2011. Total segment gross margin increased 14% to $287.1 million for 2012 compared to $252.6 million for 2011. Adjusted EBITDA for 2012 was $242.6 million compared to $211.3 million for 2011. Net loss was $139.0 million for 2012 compared to a net loss of $156.3 million for 2011. Net loss for 2012 includes a $215.0 million non-cash impairment charge relating to Copano's Rocky Mountains assets. Net loss for 2011 includes a loss on the refinancing of unsecured debt of $18.2 million, a $170.0 million non-cash impairment charge relating to Copano's Rocky Mountains assets and a $3.4 million non-cash impairment charge relating to assets in south Texas.

Net loss to common units for 2012 after deducting $36.1 million of in-kind preferred unit distributions totaled $175.1 million, or $2.39 per unit on a diluted basis, compared to a net loss to common units for 2011 of $189.0 million, or $2.86 per unit on a diluted basis, for 2011. Weighted average diluted units outstanding totaled 73.2 million for 2012 as compared to 66.2 million for 2011.

Cash Distributions

On January 10, 2013, Copano announced its fourth quarter 2012 cash distribution of $0.575 per unit, or $2.30 per unit on an annualized basis, which was paid on February 14, 2013 to common unitholders of record at the close of business on January 31, 2013. This distribution is unchanged from the third quarter of 2012.

Updates to 2013 Guidance

Copano announced today the following updates to its forecast for certain financial items for 2013:


    ($ in millions)                    Calendar 2013
                                       -------------
                                         Original             Revised
    Adjusted EBITDA                         $300 to $330     No Change
    Total distributable cash flow           $220 to $240     No Change
    Common unit distribution growth
     rate target (1)                            7% to 9%              0% (2)
    Quarterly common unit distribution
     coverage target                        100% to 115% 110% to 120% (2)
    Fee-based margin (3)                      55% to 60%          60% to 65%
    Capital expenditures:
         Expansion                          $250 to $300     $400 to $450 (4)
         Maintenance                          $13 to $18           $18 to $23



    (1)            Based on
                   annualized
                   fourth quarter
                   2013 declared
                   distribution
    (2)            Assumes
                   consummation
                   of Copano's
                   merger with
                   Kinder Morgan
                   in 2013;
                   pursuant to
                   the merger
                   agreement,
                   Copano is
                   restricted
                   from
                   increasing its
                   quarterly
                   distribution
                   above $0.575
                   per unit
    (3)            Represents fee-
                   based
                   component of
                   Copano's total
                   segment gross
                   margin and its
                   share of gross
                   margin from
                   unconsolidated
                   affiliates
    (4)            Increase
                   primarily due
                   to addition of
                   the $100
                   million DK
                   pipeline loop
                   project as
                   well as other
                   new capital
                   projects in
                   Texas and
                   Oklahoma

Use of Non-GAAP Financial Measures

This news release and the accompanying schedules include non-generally accepted accounting principles, or non-GAAP, financial measures of total distributable cash flow, total segment gross margin, adjusted EBITDA and segment gross margin. The accompanying schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States, or GAAP. Non-GAAP financial measures should not be considered as alternatives to GAAP measures such as net income (loss), operating income (loss), cash flows from operating activities or any other GAAP measure of liquidity or financial performance. Copano's non-GAAP financial measures may not be comparable to similarly titled measures of other companies, who may not calculate their measures in the same manner.

Copano's management team uses non-GAAP financial measures to evaluate its core profitability and to assess the financial performance of its assets. Subject to the limitations expressed above, Copano believes that investors and other market participants benefit from access to the various financial measures that its management uses in evaluating its performance because it allows them to independently evaluate Copano's performance with the same information used by management.

Copano Energy, L.L.C. is a midstream natural gas company with operations in Texas, Oklahoma and Wyoming. For more information, please visit http://www.copano.com.

This news release includes "forward-looking statements," as defined by the Securities and Exchange Commission. Statements that address activities or events that Copano believes will or may occur in the future are forward-looking statements. These statements include, but are not limited to, statements about future producer activity and Copano's total distributable cash flow and distribution coverage. These statements are based on management's experience and perception of historical trends, current conditions, expected future developments and other factors management believes are reasonable. Important factors that could cause actual results to differ materially from those in forward-looking statements include the following risks and uncertainties, many of which are beyond Copano's control: the volatility of prices and market demand for natural gas, crude oil, condensate and NGLs, and for products derived from these commodities; Copano's ability to continue to connect new sources of natural gas, crude oil and condensate, and the NGL content of new gas supplies; the ability of key producers to continue to drill and successfully complete and connect new natural gas and condensate volumes and such producers' performance under their contracts with Copano; Copano's ability to attract and retain key customers and contract with new customers, and such customers' performance under their contracts with Copano; Copano's ability to access or construct new pipeline capacity, gas processing and NGL fractionation and transportation capacity; the availability of local, intrastate and interstate transportation systems, trucks and other facilities and services for condensate, natural gas and NGLs; Copano's ability (and the ability of its third-party service providers) to meet in-service dates, cost expectations and operating performance standards for construction projects; Copano's ability to successfully integrate any acquired asset or operations; Copano's ability to access its revolving credit facility and to obtain additional financing on acceptable terms; the effectiveness of Copano's hedging program; general economic conditions; force majeure events such as the loss of a market or facility downtime; the effects of government regulations and policies; Copano's ability to complete the proposed merger with Kinder Morgan; and other financial, operational and legal risks and uncertainties detailed from time to time in Copano's quarterly and annual reports filed with the Securities and Exchange Commission. Copano does not undertake to update any forward-looking statement except as provided by law.

    Contacts:                  Carl A. Luna, SVP and CFO
                               Copano Energy, L.L.C.
                               713-621-9547


                               Jack Lascar/jlascar@dennardlascar.com
                               Anne Pearson/apearson@dennardlascar.com
                               Dennard-Lascar Associates / 713-529-6600




                                                                                                                                                                                                                                                                         
                                                                                                                 -financial statements follow -
                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                         
                                                                                                             COPANO ENERGY, L.L.C. AND SUBSIDIARIES
                                                                                                         UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                                                                                                                                                                                         
                                                      Three Months Ended December 31,                             Year Ended December 31,
                                                      -------------------------------                             -----------------------
                                                                                 2012                                2011                                  2012                  2011
                                                                                 ----                                ----                                  ----                  ----
                                                                                                                                                                                                                                                                         
                                                                                       (In thousands, except per unit information)
    Revenue:
                      Natural gas
                      sales                                                                             $106,521                                       $104,188                                             $360,340                                           $452,726
                      Natural gas
                      liquids sales                                                                      225,485                                        201,934                                              814,916                                            723,063
                      Transportation,
                      compression and
                      processing fees                                                                     59,876                                         38,925                                              192,270                                            121,631
                      Condensate and
                      other                                                                                4,914                                         10,504                                               50,194                                             47,803
                                                                                                                                                                                                                                           
                     Total revenue                                                                       396,796                                        355,551                                            1,417,720                                          1,345,223
                                                                                                         -------                                        -------                                            ---------                                          ---------
                                                                                                                                                                                                                                                                         
    Costs and expenses:
                      Cost of natural
                      gas and
                      natural gas
                      liquids(1)                                                                         316,046                                        288,437                                            1,105,415                                          1,068,423
                      Transportation
                       (1)                                                                                 6,414                                          5,023                                               25,199                                             24,225
                      Operations and
                      maintenance                                                                         21,772                                         18,373                                               77,943                                             65,326
                      Depreciation
                      and
                      amortization                                                                        19,695                                         18,013                                               77,104                                             69,156
                     Impairment                                                                              742                                          3,409                                               29,486                                              8,409
                      General and
                      administrative                                                                      11,709                                         14,150                                               50,648                                             48,680
                      Taxes other
                      than income                                                                          1,933                                          1,101                                                7,392                                              5,130
                      Equity in loss
                      (earnings)
                      from
                      unconsolidated
                      affiliates                                                                          47,355                                        (13,257)                                             137,088                                            145,324
                      Gain on sale of
                      operating
                      assets                                                                                (225)                                             -                                               (9,941)                                                 -
                                                                                                                                                                                                                                           
                     Total costs and expenses                                                            425,441                                        335,249                                            1,500,334                                          1,434,673
                                                                                                         -------                                        -------                                            ---------                                          ---------
                                                                                                                                                                                                                                                                         
    Operating (loss) income                                                                              (28,645)                                        20,302                                              (82,614)                                           (89,450)
    Other income (expense):
                      Interest and
                      other income                                                                            16                                             29                                                  586                                                 60
                      Loss on
                      refinancing of
                      unsecured debt                                                                           -                                              -                                                    -                                            (18,233)
                      Interest and
                      other
                      financing
                      costs                                                                              (12,441)                                       (12,737)                                             (55,264)                                           (47,187)
                                                                                                                                                                                                                                           
    (Loss) income before income taxes                                                                    (41,070)                                         7,594                                             (137,292)                                          (154,810)
    Provision for income taxes                                                                              (272)                                          (341)                                              (1,678)                                            (1,502)
                                                                                                            ----                                           ----                                               ------                                             ------
                                                                                                                                                                                                                                                                         
    Net (loss) income                                                                                    (41,342)                                         7,253                                             (138,970)                                          (156,312)
    Preferred unit distributions                                                                          (9,366)                                        (8,486)                                             (36,117)                                           (32,721)
                                                                                                          ------                                         ------
    Net loss to common units                                                                            $(50,708)                                       $(1,233)                                           $(175,087)                                         $(189,033)
                                                                                                        ========                                        =======                                            =========                                          =========
                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                         
    Basic and diluted net loss to common units                                                            $(0.66)                                        $(0.02)                                              $(2.39)                                            $(2.86)
                                                                                                          ======                                         ======                                               ======                                             ======
    Weighted average number of common units -basic and
     diluted                                                                                              77,210                                         66,303                                               73,225                                             66,169
                                                                                                          ======                                         ======                                               ======                                             ======


    _________
    (1) Exclusive of operations and maintenance and depreciation, amortization and
     impairment shown separately below.



                                                                                                                                                                                           
                                                                        COPANO ENERGY, L.L.C. AND SUBSIDIARIES
                                                                   UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                                                                                                           
                                                                                    Year Ended December 31,
                                                                                    -----------------------
                                                                                                       2012                                  2011
                                                                                                       ----                                  ----
                                                                                                                                                                                           
    Cash Flows From Operating Activities:                                                (In thousands)
                     Net loss                                                                    $(138,970)                                        $(156,312)
                      Adjustments to
                      reconcile net loss
                      to net cash
                      provided by
                      operating
                      activities:
                      Depreciation and
                      amortization                                                                  77,104                                            69,156
                     Impairment                                                                     29,486                                             8,409
                      Amortization of
                      debt issue costs                                                               3,999                                             3,764
                      Equity in loss
                      from
                      unconsolidated
                      affiliates                                                                   137,088                                           145,324
                      Distributions
                      from
                      unconsolidated
                      affiliates                                                                    43,031                                            31,623
                      Gain on sale of
                      operating assets                                                              (9,941)                                                -
                      Loss on
                      refinancing of
                      unsecured debt                                                                     -                                            18,233
                      Non-cash gain on
                      risk management
                      activities, net                                                               (2,996)                                           (3,523)
                      Equity-based
                      compensation                                                                   8,195                                            11,558
                      Deferred tax
                      provision                                                                        295                                               317
                      Other non-cash
                      items, net                                                                     4,870                                               162
                      Changes in assets
                      and liabilities:
                               Accounts
                               receivable                                                            (6,725)                                          (19,475)
                               Prepayments
                               and other
                               current
                               assets                                                                  (441)                                              245
                               Risk
                               management
                               activities                                                            10,627                                            18,343
                               Accounts
                               payable                                                               (6,999)                                           29,812
                               Other current
                               liabilities                                                              202                                            (6,404)
                                               Net cash provided by
                                               operating activities                                                             148,825                                           151,232
                                                                                                                                -------                                           -------
                                                                                                                                                                                           
    Cash Flows From Investing Activities:
                      Additions to
                      property, plant and
                      equipment                                                                   (322,251)                                         (218,929)
                      Additions to
                      intangible assets                                                            (10,389)                                          (20,698)
                     Acquisitions                                                                        -                                           (16,084)
                      Investments in
                      unconsolidated
                      affiliates                                                                   (72,313)                                         (121,967)
                      Distributions from
                      unconsolidated
                      affiliates                                                                     4,443                                             3,848
                     Escrow cash                                                                         -                                                 8
                      Proceeds from sale
                      of assets                                                                     24,124                                               260
                     Other, net                                                                      2,492                                            (2,752)
                                               Net cash used in investing
                                               activities                                                                      (373,894)                                         (376,314)
                                                                                                                               --------                                          --------
                                                                                                                                                                                           
    Cash Flows From Financing Activities:
                      Proceeds from long-
                      term debt                                                                    530,375                                           825,000
                      Repayment of long-
                      term debt                                                                   (523,000)                                         (422,665)
                      Retirement of
                      unsecured debt                                                                     -                                           (14,572)
                      Deferred financing
                      costs                                                                         (3,540)                                          (15,783)
                      Distributions to
                      unitholders                                                                 (171,586)                                         (153,062)
                      Proceeds from public
                      offering of common
                      units, net of
                      underwriting
                      discounts and
                      commissions                                                                  405,355                                                 -
                      Equity offering
                      costs                                                                        (15,910)                                               (5)
                      Proceeds from option
                      exercises                                                                      1,331                                             3,201
                                               Net cash provided by
                                               financing activities                                                             223,025                                           222,114
                                                                                                                                -------                                           -------
    Net decrease in cash and cash equivalents                                                                                    (2,044)                                           (2,968)
    Cash and cash equivalents, beginning of year                                                                                 56,962                                            59,930
    Cash and cash equivalents, end of year                                                                                      $54,918                                           $56,962
                                                                                                                                =======                                           =======



                                                                                                                                                                  
                                                               COPANO ENERGY, L.L.C. AND SUBSIDIARIES
                                                                UNAUDITED CONSOLIDATED BALANCE SHEETS
                                                                                                                                                                  
                                                                  December 31,
                                                                  ------------
                                                                          2012                                    2011
                                                                          ----                                    ----
                                                                                                                                                                  
                                                                                  (In thousands, except unit
                                                                                          information)
                                                                            ASSETS
    Current assets:
                      Cash and cash
                      equivalents                                                                     $54,918                                            $56,962
                      Accounts
                      receivable, net                                                                 126,909                                            119,193
                      Risk management
                      assets                                                                           16,183                                              4,322
                      Prepayments and
                      other current
                      assets                                                                            5,555                                              5,114
                                                                                                                                    
                     Total current assets                                                             203,565                                            185,591
                                                                                                      -------                                            -------
                                                                                                                                                                  
    Property, plant and equipment, net                                                              1,372,509                                          1,103,699
    Intangible assets, net                                                                            162,071                                            192,425
    Investments in unconsolidated affiliates                                                          431,447                                            544,687
    Escrow cash                                                                                         1,848                                              1,848
    Risk management assets                                                                              1,881                                              6,452
    Other assets, net                                                                                  26,843                                             29,895
                                                                                                       ------                                             ------
                     Total assets                                                                  $2,200,164                                         $2,064,597
                                                                                                   ==========                                         ==========
                                                                                                                                                                  
                                                               LIABILITIES AND MEMBERS' CAPITAL
    Current liabilities:
                     Accounts payable                                                                $162,147                                           $155,921
                      Accrued capital
                      expenditures                                                                     11,306                                              7,033
                     Accrued interest                                                                  11,089                                              8,686
                      Accrued tax
                      liability                                                                         1,551                                              1,182
                      Risk management
                      liabilities                                                                           -                                              3,565
                      Other current
                      liabilities                                                                      20,034                                             15,007
                                                                                                                                    
                     Total current liabilities                                                        206,127                                            191,394
                                                                                                      -------                                            -------
                                                                                                                                                                  
    Long term debt (includes $3,124 and $0 bond premium as of
     December 31,
                      2012 and 2011,
                      respectively)                                                                 1,001,649                                            994,525
    Deferred tax liability                                                                              2,494                                              2,199
    Risk management and other noncurrent liabilities                                                    9,618                                              4,581
                                                                                                                                                                  
    Commitments and contingencies
    Members' capital:
                      Series A
                      convertible
                      preferred
                      units, no par
                      value,
                      12,897,029
                      units and
                      11,684,074
                      units
                      issued and outstanding as of
                       December 31, 2012 and 2011,
                       respectively                                                                   285,168                                            285,168
                      Common units, no
                      par value,
                      78,966,408
                      units and
                      66,341,458
                      units issued
                      and
                      outstanding as of December 31,
                      2012 and 2011, respectively                                                   1,555,468                                          1,164,853
    Paid in capital                                                                                    72,916                                             62,277
    Accumulated deficit                                                                              (935,482)                                          (624,121)
    Accumulated other comprehensive income (loss)                                                       2,206                                            (16,279)
                                                                                                        -----                                            -------
                                                                                                      980,276                                            871,898
                                                                                                      -------                                            -------
                      Total liabilities and members'
                      capital                                                                      $2,200,164                                         $2,064,597
                                                                                                   ==========                                         ==========

                                                                                                                                                                                                                                                                                            
                                                                                                                       COPANO ENERGY, L.L.C. AND SUBSIDIARIES
                                                                                                                          UNAUDITED RESULTS OF OPERATIONS
                                                                                                                                                                                                                                                                                            
                                                                             Three Months Ended December 31,                             Year Ended December 31,
                                                                             -------------------------------                             -----------------------
                                                                                                        2012                                2011                                  2012                 2011
                                                                                                        ----                                ----                                  ----                 ----
                                                                                                                                                                                                                                                                                            
                                                                                                           ($ in thousands)
    Total segment gross margin(1)                                                                                                 $74,336                                        $62,091                                          $287,106                                          $252,575
    Operations and maintenance expenses                                                                                          21,772                                         18,373                                            77,943                                            65,326
    Depreciation and amortization                                                                                                19,695                                         18,013                                            77,104                                            69,156
    Impairment                                                                                                                      742                                          3,409                                            29,486                                             8,409
    General and administrative expenses                                                                                          11,709                                         14,150                                            50,648                                            48,680
    Taxes other than income                                                                                                       1,933                                          1,101                                             7,392                                             5,130
    Equity in loss (earnings) from unconsolidated affiliates(2)(3)                                                               47,355                                        (13,257)                                          137,088                                           145,324
    Gain on sale of operating assets                                                                                               (225)                                             -                                            (9,941)                                                -
                                                                                                                                   ----                                            ---                                            ------                                               ---
    Operating (loss) income(2)(3)                                                                                               (28,645)                                        20,302                                           (82,614)                                          (89,450)
    Loss on refinancing of unsecured debt                                                                                             -                                              -                                                 -                                           (18,233)
    Interest and other financing costs, net                                                                                     (12,425)                                       (12,708)                                          (54,678)                                          (47,127)
    Provision for income taxes                                                                                                     (272)                                          (341)                                           (1,678)                                           (1,502)
                                                                                                                                   ----                                           ----                                            ------                                            ------
    Net (loss) income                                                                                                           (41,342)                                         7,253                                          (138,970)                                         (156,312)
    Preferred unit distributions                                                                                                 (9,366)                                        (8,486)                                          (36,117)                                          (32,721)
    Net loss to common units                                                                                                   $(50,709)                                       $(1,233)                                        $(175,087)                                        $(189,033)
                                                                                                                               ========                                        =======                                         =========                                         =========
                                                                                                                                                                                                                                                                                            
    Total segment gross margin:
                     Texas                                                                                                      $54,646                                        $48,752                                          $204,324                                          $184,437
                     Oklahoma                                                                                                    21,150                                         25,457                                            88,468                                          $105,080
                     Rocky Mountains(4)                                                                                            (237)                                           396                                               932                                            $2,641
                                                                                                                                                                                                                                                               
                     Segment gross margin                                                                                        75,559                                         74,605                                           293,724                                           292,158
                     Corporate and other(5)                                                                                      (1,223)                                       (12,514)                                           (6,618)                                         $(39,583)
                                                                                                                                                                                                                                                               
                     Total segment gross margin(1)                                                                              $74,336                                        $62,091                                          $287,106                                          $252,575
                                                                                                                                =======                                        =======                                          ========                                          ========
                                                                                                                                                                                                                                                                                            
    Segment gross margin per unit:
                     Texas:
                     Service throughput ($/MMBtu)                                                                                 $0.73                                          $0.65                                             $0.62                                             $0.70
                     Oklahoma:
                     Service throughput ($/MMBtu)                                                                                 $0.76                                          $0.90                                             $0.77                                             $1.00
                                                                                                                                                                                                                                                                                            
    Volumes:
                     Texas: (6)
                     Service throughput (MMBtu/d)(7)(8)                                                                         814,684                                        818,343                                           895,212                                           726,944
                     Pipeline throughput (MMBtu/d)                                                                              518,355                                        517,439                                           552,078                                           456,686
                     Plant inlet volumes (MMBtu/d)(8)                                                                           755,395                                        718,696                                           811,813                                           639,194
                     NGLs produced (Bbls/d)(8)                                                                                   56,434                                         33,770                                            48,802                                            28,736
                     Oklahoma:(9)
                     Service throughput (MMBtu/d)(7)(8)                                                                         303,645                                        307,346                                           315,029                                           287,408
                     Plant inlet volumes (MMBtu/d)(8)                                                                           162,057                                        159,344                                           158,754                                           155,675
                     NGLs produced (Bbls/d)                                                                                      16,390                                         17,471                                            16,644                                            17,498
                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                            
    Capital Expenditures:
                      Maintenance capital
                      expenditures                                                                                               $2,869                                         $2,379                                           $10,853                                           $13,490
                      Expansion capital
                      expenditures                                                                                               88,693                                         56,227                                           348,487                                           259,803
                     Total capital expenditures                                                                                 $91,562                                        $58,606                                          $359,340                                          $273,293
                                                                                                                                =======                                        =======                                          ========                                          ========
                                                                                                                                                                                                                                                                                            
    Operations and maintenance expenses:
                     Texas                                                                                                      $13,911                                        $11,284                                           $47,352                                           $38,099
                     Oklahoma                                                                                                     7,742                                          7,039                                            30,334                                            26,982
                     Rocky Mountains                                                                                                119                                             50                                               257                                               245
                     Total operations and maintenance expenses                                                                  $21,772                                        $18,373                                           $77,943                                           $65,326
                                                                                                                                =======                                        =======                                           =======                                           =======





    (1)            Total segment
                   gross margin
                   is a non-GAAP
                   financial
                   measure.
                   Please read
                   Unaudited Non-
                   GAAP Financial
                   Measures" for
                   a
                   reconciliation
                   of total
                   segment gross
                   margin to its
                   most directly
                   comparable
                   GAAP measure
                   of operating
                   income.
    (2)            During the
                   three months
                   ended March
                   31, 2012 and
                   December 31,
                   2012, Copano
                   recorded a
                   $120 million
                   and $66.3
                   million non-
                   cash
                   impairment
                   charge,
                   respectively,
                   relating to
                   its
                   investments in
                   Bighorn and
                   Fort Union.
    (3)            The following
                   table
                   summarizes the
                   results and
                   volumes
                   associated
                   with Copano's
                   unconsolidated
                   affiliates ($
                   in thousands):


                                          Three Months Ended December 31,
                                                                     2012                                  2011
                                                                     ----                                  ----
                                                       Volume             Equity (Earnings)/Loss                Volume         Equity (Earnings)/Loss
                                                       ------             ----------------------                ------         ----------------------
    Eagle Ford Gathering                                                                         $(13,837)                                             $(9,240)
         Pipeline throughput    (MMBtu/d)                         406,425                                              145,551
         NGLs produced(a)       (Bbls/d)                           17,450                                                6,735
    Liberty Pipeline Group      (Bbls/d)                           27,558                             131                4,946                             211
    Webb Duval(b)               (MMBtu/d)                          48,437                              15               61,411                            (111)
    Southern Dome                                                                                    (411)                                                (393)
         Plant inlet            (MMBtu/d)                          12,095                                               10,287
         NGLs produced          (Bbls/d)                              417                                                  358
    Bighorn and Fort Union(c)   (MMBtu/d)                         675,662                          61,186              630,843                          (3,710)

                                              Year Ended December 31,
                                                                     2012                                  2011
                                                                     ----                                  ----
                                                       Volume             Equity (Earnings)/Loss                Volume         Equity (Earnings)/Loss
                                                       ------             ----------------------                ------         ----------------------
    Eagle Ford Gathering                                                                         $(34,919)                                            $(11,218)
         Pipeline throughput(d) (MMBtu/d)                         296,965                                               46,456
         NGLs produced          (Bbls/d)                           12,528                                                1,698
    Liberty Pipeline Group(e)   (Bbls/d)                           22,029                             442                1,876                             270
    Webb Duval(b)               (MMBtu/d)                          56,732                            (240)              51,907                             146
    Southern Dome                                                                                  (1,104)                                              (2,415)
         Plant inlet            (MMBtu/d)                           9,961                                               11,292
         NGLs produced          (Bbls/d)                              351                                                  403
    Bighorn and Fort Union(c)   (MMBtu/d)                         726,026                         172,926              604,261                         158,592

    (a)             Net of NGLs produced at Copano's
                    Houston Central complex.
    (b)            Net of intercompany volumes.
    (c)             Changes in pipeline throughput at
                    Fort Union did not have a material
                    impact on gross margin because
                    Fort Union received payments for
                    additional volumes under long-
                    term contractual commitments in
                    each of the periods indicated.
    (d)             For year ended December 31, 2011,
                    the volume has been recast from
                    110,827 MMBtu/d, as previously
                    stated, to show daily flow
                    averaged over the 365 days instead
                    of the 153 days of physical flow.
    (e)             For the year ended December 31,
                    2011, the volume has been recast
                    from 4,597 Bbls/d, as previously
                    stated, to show daily flow
                    averaged over the 365 days instead
                    of the 149 days of physical flow.

             (4)   Rocky Mountains segment gross margin
                   includes results from producer
                   services, including volumes
                   purchased for resale, volumes
                   gathered under firm capacity
                   gathering agreements with Fort
                   Union, volumes transported using
                   Copano's firm capacity agreements
                   with Wyoming Interstate Gas Company
                   and compressor rental services
                   provided to Bighorn.
             (5)   Corporate and other includes results
                   attributable to Copano's commodity
                   risk management activities.
             (6)   Plant inlet volumes and NGLs
                   produced represent total volumes
                   processed and produced by the Texas
                   segment at all plants, including
                   plants owned by the Texas segment
                   and plants owned by third parties.
             (7)   "Service throughput" means the
                    volume of natural gas delivered to
                    Copano's 100%-owned processing
                    plants by third-party pipelines
                    plus Copano's "pipeline
                    throughput," which is the volume of
                    natural gas transported or gathered
                    through Copano's pipelines.
             (8)   Volumes for the three months and
                   year ended December 31, 2011 have
                   been recast from the following
                   results to reflect daily flow
                   averaged over the 92 and 365 day
                   periods instead of the actual days
                   of physical flow.



                         Three Months Ended            Year Ended
                          December 31, 2011         December 31, 2011
                          -----------------         -----------------
    Texas
    Service throughput
     (MMBtu/d)                              844,469                   795,497
    Plant inlet volumes
     (MMBtu/d)                              803,282                   758,588
    NGLs produced (Bbls/
     d)                                      33,951                    29,147
    Oklahoma
    Service throughput
     (MMBtu/d)                                  N/A                   291,532
    Plant inlet volumes
     (MMBtu/d)                                  N/A                   160,406



    (9)            Plant inlet volumes and NGLs
                   produced represent total
                   volumes processed and
                   produced by the Oklahoma
                   segment at all plants,
                   including plants owned by
                   the Oklahoma segment and
                   plants owned by third
                   parties.

                                                                                                                  COPANO ENERGY, L.L.C. AND SUBSIDIARIES
                                                                                                                   UNAUDITED NON-GAAP FINANCIAL MEASURES

                                                                                                                                        Three Months Ended                    Three Months
                                                                                                                                                                                Ended
                                                                                                                                                                            September 30,
                                                                                                                                                                                 2012                        Year Ended December 31,
                                                                                                                                           December 31,
                                                                                                                                           ------------
                                                                                                                                    2012                      2011                                2012                 2011
                                                                                                                                    ----                      ----                                ----                 ----
                                                                                                                              (In thousands)
    Reconciliation of total segment gross margin to operating (loss)
     income:
                                                                       Operating (loss) income                      $(28,645)                              $20,302                             $43,185                           $(82,614)                    $(89,450)
                                                                       Add:                      Operations and
                                                                                                 maintenance
                                                                                                 expenses                         21,772                            18,373                               19,242                             77,943                       65,326
                                                                                                 Depreciation and
                                                                                                 amortization                     19,695                            18,013                               19,259                             77,104                       69,156
                                                                       Impairment                                        742                                 3,409                                   -                             29,486                        8,409
                                                                                                 General and
                                                                                                 administrative
                                                                                                 expenses                         11,709                            14,150                               13,697                             50,648                       48,680
                                                                                                 Taxes other than
                                                                                                 income                            1,933                             1,101                                1,983                              7,392                        5,130
                                                                                                 Equity in loss
                                                                                                 (earnings) from
                                                                                                 unconsolidated
                                                                                                 affiliates                       47,355                           (13,257)                             (12,558)                           137,088                      145,324
                                                                        Gain on sale of
                                                                        operating
                                                                        assets                                          (225)                                    -                              (9,716)                            (9,941)                           -
    Total segment gross margin                                                                            $74,336                            $62,091                              $75,092                          $287,106                         $252,575
                                                                                                          =======                            =======                              =======                          ========                         ========

    Reconciliation of EBITDA, adjusted EBITDA and total distributable
     cash
                                                                        flow to net (loss)
                                                                        income:
                                                                       Net (loss) income                            $(41,342)                               $7,253                             $28,925                          $(138,970)                   $(156,312)
                                                                       Add:                      Depreciation and
                                                                                                 amortization                     19,695                            18,013                               19,259                             77,104                       69,156
                                                                                                 Interest and
                                                                                                 other financing
                                                                                                 costs                            12,441                            12,737                               13,797                             55,264                       47,187
                                                                                                 Provision for
                                                                                                 income taxes                        272                               341                                  474                              1,678                        1,502
                                                                                                                                     ---                               ---                                  ---                              -----                        -----
    EBITDA                                                                              (8,934)                                   38,344                            62,455                               (4,924)                           (38,467)
                                                                       Add:                      Amortization of
                                                                                                 commodity
                                                                                                 derivative
                                                                                                 options                           5,755                             7,448                                5,924                             21,757                       29,517
                                                                                                 Distributions
                                                                                                 from
                                                                                                 unconsolidated
                                                                                                 affiliates                       12,967                            15,142                               11,994                             47,475                       35,471
                                                                        Loss on
                                                                        refinancing of
                                                                        unsecured debt                                     -                                     -                                   -                                  -                       18,233
                                                                                                 Equity-based
                                                                                                 compensation                      2,999                             4,081                                3,223                             10,574                       13,265
                                                                                                 Equity in loss
                                                                                                 (earnings) from
                                                                                                 unconsolidated
                                                                                                 affiliates                       47,355                           (13,257)                             (12,558)                           137,088                      145,324
                                                                                                 Unrealized loss
                                                                                                 (gain) from
                                                                                                 commodity risk
                                                                                                 management
                                                                                                                      activities                           1,485                           2,145                                  2,583                          (333)           (550)
                                                                       Impairment                                        742                                 3,409                                   -                             29,486                        8,409
                                                                                                 Other non-cash
                                                                                                 operating items                  (1,433)                              390                                 (591)                             1,461                          118
                                                                                                                                  ------                               ---                                 ----                              -----                          ---
    Adjusted EBITDA                                                                     60,936                                    57,702                            73,030                              242,584                            211,320
                                                                       Less:                     Cash interest
                                                                                                 and other
                                                                                                 financing costs                 (11,652)                          (12,772)                             (13,745)                           (54,178)                     (46,395)
                                                                                                 Provision for
                                                                                                 income taxes
                                                                                                 and other                          (217)                             (278)                                (419)                            (1,383)                      (1,207)
                                                                                                 Maintenance
                                                                                                 capital
                                                                                                 expenditures                     (2,869)                           (2,379)                              (1,743)                           (10,853)                     (13,490)
    Total distributable cash flow (1)                                                                     $46,198                            $42,273                              $57,123                          $176,170                         $150,228
                                                                                                          =======                            =======                              =======                          ========                         ========

    Actual quarterly distribution                                                                         $46,108                            $42,064
                                                                                           ===            =======                            =======
    Total distributable cash flow coverage                                                 100%                                      101%
                                                                                           ===                                       ===

    __________
    (1)          Prior to any retained cash reserves established by Copano's Board of Directors.

SOURCE Copano Energy, L.L.C.