Filed by The Williams Companies, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Williams Partners L.P.
Commission File No.: 001-32599
The following is a slide presentation made available on the websites of The Williams Companies, Inc. and Williams Partners L.P. on September 2, 2014 in connection with a presentation at the 2014 Barclays Capital CEO Energy-Power Conference scheduled for September 3, 2014.
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Barclays CEO Energy-Power Conference
Alan Armstrong, Chief Executive Officer
September 3, 2014
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Important Information
This document does not constitute an offer to buy or solicitation of an offer to sell any securities. This document contains information related to a proposal which The Williams Companies, Inc. has made for a business combination transaction of Williams Partners L.P. (“WPZ”) and Access Midstream Partners, L.P. (“ACMP”). In furtherance of this proposal and subject to future developments, ACMP may file a registration statement with the SEC. INVESTORS ARE URGED TO READ THE REGISTRATION
STATEMENT, AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by WPZ or ACMP through the website maintained by the SEC at http://www.sec.gov.
2 Barclays CEO Energy-Power Conference | 9/3/14
© 2014 The Williams Companies, Inc. All rights reserved.
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Forward Looking Statements page 1 of 2
The reports, filings, and other public announcements of The Williams Companies, Inc. (Williams) and Williams Partners L.P. (WPZ) may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. You typically can identify forward-looking statements by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “proposed,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “assumes,” “guidance,” “outlook,” “in service date” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:
The levels of dividends to Williams stockholders;
Expected levels of cash distributions by Access Midstream Partners, L.P. (“ACMP”) and WPZ with respect to general partner interests, incentive distribution rights, and limited partner interests;
Amounts and nature of future capital expenditures;
Expansion and growth of our business and operations;
Financial condition and liquidity;
Business strategy;
Cash flow from operations or results of operations;
Seasonality of certain business components
Natural gas, natural gas liquids, and olefins prices, supply, and demand; and
Demand for our service; and
The proposed merger of ACMP and WPZ (the Proposed Merger).
Forward-looking statements are based on numerous assumptions, uncertainties and risks that could cause future events or results to be materially different from those stated or implied in this presentation. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:
Whether WPZ, ACMP, or the merged partnership will produce sufficient cash flows to provide the level of cash distributions we expect;
The structure, terms, timing and approval of the Proposed Merger, including as to be negotiated by the conflicts committees of ACMP and WPZ;
Whether Williams is able to pay current and expected levels of dividends;
Availability of supplies, market demand, and volatility of prices;
3 Barclays CEO Energy-Power Conference | 9/3/14
© 2014 The Williams Companies, Inc. All rights reserved.
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Forward Looking Statements page 2 of 2
Inflation, interest rates, and fluctuation in foreign exchange rates and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers);
The strength and financial resources of our competitors and the effects of competition;
Whether we are able to successfully identify, evaluate and execute investment opportunities;
Our ability to acquire new businesses and assets and successfully integrate those operations and assets, including ACMP’s business, into our existing businesses as well as successfully expand our facilities;
Development of alternative energy sources;
The impact of operational and developmental hazards and unforeseen interruptions;
The ability to recover expected insurance proceeds related to the Geismar plant;
Costs of, changes in, or the results of laws, government regulations (including safety and environmental regulations), environmental liabilities, litigation, and rate proceedings;
Williams’ costs and funding obligations for defined benefit pension plants and other postretirement benefit plans sponsored by its affiliates;
WPZ’s allocated costs for defined benefit pension plans and other postretirement benefit plans sponsored by its affiliates;
Changes in maintenance and construction costs;
Changes in the current geopolitical situation;
Exposure to the credit risk of our customers and counterparties;
Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings and the availability and cost of capital;
The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;
Risks associated with weather and natural phenomena, including climate conditions;
Acts of terrorism, including cybersecurity threats and related disruptions; and
Additional risks described in our filings with the Securities and Exchange Commission (SEC).
Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update the above list or announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.
In addition to causing our actual results to differ, the factors listed above may cause our intentions to change from those statements of intention set forth in this announcement. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.
Investors are urged to closely consider the disclosures and risk factors in Williams’ and WPZ’s annual reports on Form 10-K filed with the SEC on Feb. 26, 2014, and each of our quarterly reports on Form 10-Q available from our offices or from our websites at www.williams.com and www.williamslp.com.
4 Barclays CEO Energy-Power Conference | 9/3/14
© 2014 The Williams Companies, Inc. All rights reserved.
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Diverse, Large-Scale
Strategic Positions Delivering Value Today, Ongoing Growth
Marcellus-Utica Zoom-in View
Barclays CEO Energy-Power Conference | 9/3/14 © 2014 The Williams Companies, Inc. All rights reserved.
Marcellus-Utica Zoom-in View
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Williams’ Value Chain Adds Significant Growth
Foothold with ACMP Acquisition
Opportunities to extend services
ACMP
adds
>20% U.S. Dry-Gas Volumes Touch Our Systems
Transmission Pipelines and Storage
Market Hub
End User
Natural
Gas
Ethylene
Propylene
Mixed Multiple
Natural Gas Products
Wellhead Gas Gas Processing Liquids Fractionation Facilities Transmission Pipelines Olefins Plant End User
(onshore and Gathering Plants Storage Market Hub
offshore)
WPZ 11.0 Bcf/d 7 Bcf/d 418 231 Mbbl/d 22 MMbbl 386(lbs/year) 395MM lbs
inlet Mbbl/d Mbbl/d ethylene
ACMP 7.8 Bcf/d 1,900 MM storage
ethylene
815 MM 24 storage
475 Mbbl/d customers
crude oil propylene
7 exchange
partners
Figures represent 100% capacity for operated assets, including those in which Williams, WPZ and ACMP have a share of ownership;
NGL and derivatives storage includes capacity owned and under long-term lease; olefins-plant volumes are inclusive of Geismar, La.,
facility at full operation and expansion.
6 Barclays CEO Energy-Power Conference | 9/3/14 © 2014 The Williams Companies, Inc. All rights reserved.
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We Are Well Positioned to Benefit
from Supply Growth
NATURAL GAS – U.S. SUPPLY GROWTH (Bcf/d)
Direct
CAGR CAGR Ownership
3% 3%
120
’09-’13 ’14-’30
+17% +58%
100 +9.5 +39.8 Bcf/d Northeast
Bcf/d Rockies
80 San Juan
Gulf of Mexico
60 Fort Worth
Mid-Continent
40
Gulf Coast
20 Permian
West Coast
0 Alaska
2000 2005 2010 2015 2020 2025 2030
Source: Wood Mackenzie North America Gas Service. Note: Excludes Canadian import volumes of approximately 4.5 Bcf/d (at 2014 levels).
7 Barclays CEO Energy-Power Conference | 9/3/14 © 2014 The Williams Companies, Inc. All rights reserved.
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Demand Shows Up in Response to Supply, Price;
105 Bcf/d on
Conservative 2% CAGR
U.S. GAS DEMAND
(Bcf/d)
CAGR
CAGR
2.5%
2%
120
’09-’13
’14-’30
+14%
+47%
100
Other
+8.5
+33.5 Bcf/d
Transport
Bcf/d
LNG Exports
80
Power
60
40 Industrial
20 Commercial
Residential
0
2000 2003 2006 2009 2012 2015 2018 2021 2024 2027 2030
Source: Wood Mackenzie North America Gas Service
8 Barclays CEO Energy-Power Conference | 9/3/14 © 2014 The Williams Companies, Inc. All rights reserved.
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Competitive Advantages Delivering Large-Scale Projects, Long-Term Value Creation
WEST ATLANTIC-GULF
> Increased fee-based revenues > Transco: Nation’s largest
to >80% of gross margins and fastest-growing pipeline
> Extensive network of large-scale assets, system with >50% capacity growth
well-positioned for NG supply growth in the next 4 years; connecting best
> Emerging demand growth in Pacific supplies to best markets
Northwest markets > Deepwater: Unique competitive
advantages driving strong revenue
> Prior large-scale investments still growth; executing on
generating high returns in low large-scale projects
NGL-margin environment
ACMP NGL & PETCHEM SERVICES
> Leadership positions in > Connecting upstream
nine unconventional supplies to new, growing
U.S. basins downstream customers
> Complementary position in > Bringing expanded
world’s largest shale play Geismar plant online
> Attractive return, > Growing unique Canadian
low-risk, fee-based business; Horizon, Syncrude,
business NE GATHERING & PROCESSING plus propane and proplyene
Expecting ~5 Bcf/d of capacity by 2015
Ideally situated in world’s largest shale play
Strong, growing free cash flows on the horizon
9 Barclays CEO Energy-Power Conference | 9/3/14
© 2014 The Williams Companies, Inc. All rights reserved.
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Delivering Large-Scale Infrastructure to the
Marcellus & Utica
MARCELLUS & UTICA SHALE OVERVIEW Marcellus
(wholly owned or operated)
Susquehanna Supply Hub
(SSH) – 2015*
3 Bcf/d takeaway capacity
Laurel Mountain Midstream
(LMM) – 2015*
~700 MMcf/d gathering capacity
Ohio Valley Midstream (OVM) – 2015*
0.9 Bcf/d processing capacity
~80 Mbpd fractionation/de-ethanization
Access Midstream Partners – 2015*
3 Bcf/d estimated exit rate
Three Rivers Midstream (TRM)
248,000 dedicated acres
Utica
(partially owned, non-operated)
Blue Racer Midstream – 2015*
Bcf/d gathering capacity
Bcf/d processing capacity
~126 Mbpd fractionation capacity
Access Midstream Partners – 2015*
1 Bcf/d (operated) gathering exit rate
1.1 Bcf/d processing capacity
~135 Mbpd fractionation capacity
Represents estimated in-service dates and estimated capacity at respective year end.
LMM, Blue Racer and Access Midstream Partners Utica are partially owned systems; amounts shown reflect 100%.
10 Barclays CEO Energy-Power Conference | 9/3/14
© 2014 The Williams Companies, Inc. All rights reserved.
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WPZ and ACMP: Large, Complementary Positions Serving the Best NE Marcellus Acreage
Gross Dedicated Acres
Laurel Mtn Midstream 500,000
ACMP – Marcellus 1,544,000
Ohio Valley Midstream 236,000
Susquehanna 150,000
Three Rivers JV 248,000
Total Marcellus 2,678,000
ACMP – Utica 1,631,000
Blue Racer JV—Utica >300,000
Total Utica >1,931,000
Total Marcellus + Utica >4,609,000
LMM, Blue Racer and Access Midstream Partners Utica are partially owned systems; amounts shown reflect 100%.
11 Barclays CEO Energy-Power Conference | 9/3/14 © 2014 The Williams Companies, Inc. All rights reserved.
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WPZ and ACMP: Large, Complementary Positions Serving the Best SW Marcellus/Utica Acreage
LMM, Blue Racer and Access Midstream Partners Utica are partially owned systems; amounts shown reflect 100%.
Gross Dedicated Acres
Laurel Mtn Midstream 500,000
ACMP – Marcellus 1,544,000
Ohio Valley Midstream 236,000
Susquehanna 150,000
Three Rivers JV 248,000
Total Marcellus 2,678,000
ACMP – Utica 1,631,000
Blue Racer JV - Utica >300,000
Total Utica >1,931,000
Total Marcellus + Utica >4,609,000
12 Barclays CEO Energy-Power Conference | 9/3/14
© 2014 The Williams Companies, Inc. All rights reserved.
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Transco: Nation’s Largest, Fastest Growing
Interstate Pipeline System
Garden State
NE Connector/
CAPITAL INVESTED PLACED Expansion Rockaway Lateral
INTO SERVICE ($B)
Leidy Atlantic
$4.8 Southeast Sunrise
2017
Constitution CPV
Woodbridge
Virginia Rock Springs
Southside Expansion
$1.6 2016 Hillabee Dalton Lateral
$1.3 2015 Phase 1
Mobile Bay
$0.3 2014 South III
Gulf Trace
Dates reflect expected in-service dates. The estimated project in-service dates assume timely receipt of all regulatory approvals.
Constitution expected in service late 2015 to 2016.
13 Barclays CEO Energy-Power Conference | 9/3/14 © 2014 The Williams Companies, Inc. All rights reserved.
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Gas Pipeline Assets: Unprecedented Growth
with Fully Contracted Projects
CAPITAL INVESTMENT PLACED INTO SERVICE
($MM) MMdt/d
$4,000 16.5 18
2011-2014
$3,500
16 13 major
$3,000 projects
14 contracted
$2,500
10.8
$2,000 12
2014+
$1,500
10
pursuing
$1,000
7.7 $3-$4 billion
8 in additional
$500
projects
$0 6
2003 2005 2007 2009 2011 2013 2015 2017
Transco Gulfstream* Constitution* Capacity*
* Represents Williams’ ownership percentage. The estimated project in-service dates assume timely receipt of all regulatory approvals.
Constitution expected in service late 2015 to 2016.
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Barclays CEO Energy-Power Conference | 9/3/14
© 2014 The Williams Companies, Inc. All rights reserved.
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Large-Scale, Deepwater Footprint Attracting High-Return Tiebacks
CONTRACTED:
Gulfstar One – Tubular Bells (GS1) – expected online 3Q 2014
Kodiak – tieback to Devils Tower – expected online 3Q 2015
Gunflint – tieback to GS1 expected online 1Q 2016
POTENTIAL:
Appomattox Development (Norphlet Play) – gas gathering, transportation, & processing online early 2019
Taggart – tieback to Devils Tower – online 1Q 2016
15 Barclays CEO Energy-Power Conference | 9/3/14
© 2014 The Williams Companies, Inc. All rights reserved.
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Proposed ACMP/WPZ Merger Would Create Leading Natural Gas MLP
Expected > Expected 2015 distribution increase of at least 25%1 above Access Midstream Partners’ current
Benefits guidance of $2.791 per unit up more than 40%1 vs. current 2014 guidance
> Expected 2016 distributions of at least 20%1 above Access Midstream Partners’ current 2016
distribution guidance
Financial > Best-in-class distribution growth rate of 10-12% through 2017 with strong distribution coverage ratio
estimated to be approximately 1.2x in 2015 and at or above 1.1x through 2017
> Expected 2015 adjusted EBITDA of approximately $5 billion
> Expected strong BBB investment-grade levels
Expected > Creates one of the largest MLPs with leading positions across the three key components of the
Benefits midstream sector:
– Natural Gas Pipelines: Transco, Northwest and Gulfstream represent the nation’s premier interstate pipeline system
– Natural Gas Gathering and Processing: Large-scale positions in growing natural gas supply areas in major shale
and unconventional producing areas
Commercial – NGL and Petrochemical Services: Unique downstream presence on Gulf Coast and in western Canada provides
differentiated long-term growth
and > Combines the stability of Access Midstream Partners’ current contract portfolio with Williams
Operational Partners’ enhanced long-term growth opportunities and development expertise
> Opportunity to further enhance and streamline operations, business-development, commercial and
support capabilities
> Aligns WPZ and ACMP unitholders
> Expected to increase efficiency in capital allocation to growth opportunities
1Assumes merger is consummated in 2014. Cash distributions subject to board approval.
Cash distribution coverage ratio and adjusted EBITDA are non-GAAP measures. Reconciliations to the most relevant measures included in GAAP are provided in this presentation.
16 Barclays CEO Energy-Power Conference | 9/3/14
© 2014 The Williams Companies, Inc. All rights reserved.
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Significant Valuation Re-rating Opportunity
Still Lies Ahead
2014-2016
DISTRIBUTION CAGR
Current
Yield
10%
Median large-cap, diversified coverage ratio is 1.1x
Merged MLP expected to be at or above 1.1x through 2017
8%
KMP WPZ
ETP
EEP
6%
OKS
PAA ACMP2
SEP
4% EPD
Implied re-rating to 2.8%
2%
Pro Forma ACMP / WPZ
0%
0% 5% 10% 15%
Source: Company filings and FactSet as of 8/8/2014
Notes: 1. Based on Wall Street research consensus as of 8/8/2014; 2. ACMP is not included in the regression line; 3. Peer group includes large cap diversified midstream MLPs
17 Barclays CEO Energy-Power Conference | 9/3/14
© 2014 The Williams Companies, Inc. All rights reserved.
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Expect >$25 Billion in WPZ Committed Plus Potential WMB projects
expected to be
Capital Projects 2014-19; Additional $4 Billion dropped down to
WPZ in late 2014
of 2014-16 Growth Capex at ACMP to early 2015
TARGET IN-SERVICE DATES FOR VISIBLE GROWTH PROJECTS
2014 2015 2016 2017 2017+
> Geismar > Constitution > Gunflint > Atlantic Sunrise > Northeast G&P
Expansion Pipeline1 > Northeast G&P > Dalton Lateral > Sabal Trail ownership option
> Gulfstar One > Leidy SE > Parachute > Hillabee > Transco – numerous other
> Keathley > Virginia Plant Expansion Phase 1 expansions
Canyon Southside > Northeast G&P > Gulfstar FPS and pipelines –
Connector > Kodiak U.S., PEMEX
> NE: Frac II > Gulf Trace
> Northeast G&P > Gulf of Mexico – other
> Garden State
> NE: Oak Grove oil-driven services
> Mobile Bay (new)
TXP I South III > Pacific Connector & other
> NE: ethane line NWP projects
> CNRL Offgas
& de-ethanizer Processing > Canadian PDH 1&2 (WMB)
> NE: Other (WMB/WPZ) > Syncrude Offgas Processing
facilities > Gulf Coast(WMB)
> Rockaway Petchem > Geismar 2 (WMB)
Lateral Services (WMB)
In progress
Plus $4 billion2 ACMP Growth Capex Potential/under negotiation
1. Constitution Pipeline expected in-service date range is late 2015 to 2016.
2. ACMP growth capex range is $3.675 billion to $4.075 billion.
18 Barclays CEO Energy-Power Conference | 9/3/14 © 2014 The Williams Companies, Inc. All rights reserved.
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Williams Well Positioned to Participate in Once-in-a-generation Industry Supercycle
WMB now one of the largest publicly traded GP holding companies with control of both WPZ and ACMP
Right long-term strategy at the right time
Ideally positioned assets, sustainable competitive positions
Market dynamics shifting to tailwinds
Hard-wired focus on safe, reliable operations and project execution
Nearly $30 billion of potential growth – disciplined capital allocation
Strong leadership in place to capture the value opportunity
All the Right Ingredients to
Deliver Sustained Value Growth
19 Barclays CEO Energy-Power Conference | 9/3/14
© 2014 The Williams Companies, Inc. All rights reserved.
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Non-GAAP Disclaimer
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Non-GAAP Disclaimer
This presentation includes combined adjusted EBITDA for Williams Partners and Access Midstream Partners for 2015 and cash distribution coverage ratio, which are non-GAAP financial measures as defined under the rules of the SEC.
For Williams Partners L.P. we define adjusted EBITDA as net income (loss) attributable to partnership before income tax expense, net interest expense, depreciation and amortization expense, equity earnings from investments and allowance for equity funds used during construction, adjusted for equity investments cash distributions to partnership and certain other items management believes affect the comparability of operating results.
Access Midstream Partners defines adjusted EBITDA as net income (loss) before income tax expense, interest expense, depreciation and amortization expense and certain other items management believes affect the comparability of operating results.
For Williams Partners L.P. we also calculate the ratio of distributable cash flow to the total cash distributed (cash distribution coverage ratio). This measure reflects the amount of distributable cash flow relative to our cash distribution. We define distributable cash flow as net income plus depreciation and amortization and cash distributions from our equity investments less our earnings from our equity investments, income attributable to noncontrolling interests and maintenance capital expenditures. We also adjust for payments and/or reimbursements under omnibus agreements with Williams and certain other items.
This presentation is accompanied by a reconciliation of adjusted EBITDA to its nearest GAAP financial measure. Management uses this financial measure because it is an accepted financial indicator used by investors to compare company performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of the partnership’s assets and the cash that the business is generating. Adjusted EBITDA is not intended to represent cash flows for the period, nor is it presented as an alternative to net income or cash flow from operations. It should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with United States generally accepted accounting principles
21 Barclays CEO Energy-Power Conference | 9/3/14
© 2014 The Williams Companies, Inc. All rights reserved.
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Net Income After Tax Reconciliation to 2015 Adjusted EBITDA
Williams Access
Partners Midstream Combined*
Low High Low High Low High
Net income after tax attributable to partnership $1,755 $2,105 $ 470 $ 645
Net interest expense 645 665 225 175
Income tax expense 45 55 5 5
Equity earnings from investments(310)(340) —
Equity investments cash distributions to partnership 360 400 —
Depreciation & amortization (DD&A) 1,010 1,060 550 525
Equity allowance for funds used during construction(90)(100) —
Adjusted EBITDA attributable to partnership $3,415 $3,845 $ 1,250 $1,350 $4,665 $ 5,195
22 Barclays CEO Energy-Power Conference | 9/3/14
© 2014 The Williams Companies, Inc. All rights reserved.