EX-99.1

EX-99.1 2 d811932dex991.htm EX-99.1 EX-99.1

Exhibit 99.1


News Release		Williams Partners L.P. (NYSE: WPZ)
		One Williams Center
		Tulsa, OK 74172
		800-600-3782
		www.williamslp.com

DATE: Oct. 29, 2014

MEDIA CONTACT:

INVESTOR CONTACTS:

Tom Droege

918) 573-4034

John Porter

(918) 573-0797

Sharna Reingold

(918) 573-2078

Williams Partners Reports Third-Quarter 2014 Financial Results

•

Distributable Cash Flow From Partnership’s Operations $367 Million; Lower As Expected Due to Geismar Outage

•

Geismar Plant Startup in November Consistent With Previous Guidance

•

3Q 2014 Net Income Is $217 Million or $0.07 per Common Unit

•

Reaffirming 2014-2016 Financial Guidance; Near-Term Growth Drivers Include Three Major Projects Expected to be In-Service in 4Q Generating Approximately $1 Billion in 2015 Cash Flow

•

WPZ and ACMP Agree to Merger, Creating Large-Cap MLP with Expected Best-in-Class 10% to 12% Annual Cash Distribution Growth Through 2017

•

Merged MLP Expects Strong Cash Coverage At or Above 1.1x or Aggregate of $1.1 Billion Excess Cash Flow Through 2017


Summary Financial Information	3Q					YTD
Amounts in millions, except per-unit and coverage ratio amounts. All income amounts attributable to Williams Partners L.P.	2014		2013			2014			2013
(Unaudited)
Distributable cash flow (DCF) (1)	$	367	$	394		$	1,476		$	1,326
Less: Pre-partnership DCF (2)		—		(16	)		(23	)		(64	)

DCF attributable to partnership operations	$	367	$	378		$	1,453		$	1,262

Cash distribution coverage ratio (1)		.63x		.86x			.84x			.90x
Adjusted segment profit + DD&A (1)	$	575	$	595		$	2,065		$	1,898
Net income	$	217	$	284		$	801		$	899
Net income per common L.P. unit	$	0.07	$	0.52		$	0.53		$	1.34

(1)

Distributable Cash Flow, Cash Distribution Coverage Ratio and Adjusted Segment Profit + DD&A are non-GAAP measures. Reconciliations to the most relevant measures included in GAAP are attached to this news release.

(2)

This amount represents DCF from the Canadian asset dropdown (acquired February 2014) for periods prior to acquisition by the partnership.

TULSA, Okla. – Williams Partners L.P. (NYSE: WPZ) today announced $367 million in distributable cash flow (DCF) attributable to partnership operations in third-quarter 2014, compared with $378 million in DCF attributable to partnership operations in third-quarter 2013.

The $11 million decrease in DCF for the quarter was driven by a number of both positive and negative factors. Increases of $35 million in fee-based revenues, $37 million in cash distributions from equity methods investments and $31 million of DCF from the Canadian asset dropdown were offset by a $45 million decrease in natural gas liquids (NGL) and marketing margins, a $24 million increase in maintenance capital expenditures and a $24 million increase in net interest expense. The Geismar plant was off-line for both periods; however, business interruption insurance proceeds in the third quarter of 2013 totaling $15 million were included in the calculation of DCF. The partnership estimates that DCF would have been approximately $200 million higher had the expanded Geismar plant been in operation during the third quarter. The partnership expects the expanded Geismar plant to be placed into service in November 2014.

The partnership reported year-to-date DCF of $1.453 billion, compared with $1.262 billion year-to-date 2013. The $191 million, or 15 percent year-over-year DCF growth, was driven by $144 million growth in fee-based revenues compared with year-to-date 2013, as well as $68 million in higher Geismar results, which include the favorable impacts of assumed business interruption insurance proceeds. Cash distributions from equity method investments were $55 million higher in 2014. Partially offsetting these increases were $89 million lower NGL margins and $55 million of higher net interest expense.

For third-quarter 2014, Williams Partners generated $575 million in adjusted segment profit + DD&A, compared with $595 million in third-quarter 2013. Fee-based revenue was up $35 million, more than offset by $45 million lower NGL and marketing margins and other factors.

Year-to-date adjusted segment profit + DD&A was $2.065 billion, compared with $1.898 billion year-to-date 2013. The $167 million increase in year-to-date adjusted segment profit + DD&A was driven primarily by the same factors that drove the favorable increase in year-to-date DCF detailed above.

Williams Partners reported unaudited third-quarter 2014 net income attributable to controlling interests of $217 million, or $0.07 per common limited-partner unit, compared with net income of $284 million, or $0.52 per common limited-partner unit for third-quarter 2013. Prior-period results throughout this release have been recast to include the results of the Canadian asset dropdown in February 2014.

The decrease in third-quarter net income was primarily due to the ongoing effects of the June 13, 2013 Geismar incident, where the 2013 period included the receipt of $50 million of related insurance recoveries. Additionally, the 2014 period was unfavorably affected by $28 million lower natural gas liquids (NGL) margins and $24 million in higher net interest expense. These unfavorable effects were partially offset by a $35 million increase in fee-based revenues in third-quarter 2014 compared with the year-ago period.

Year-to-date through Sept. 30, Williams Partners reported net income of $801 million, or $0.53 per common limited-partner unit, compared with $899 million, or $1.34 per common limited-partner unit, for the first nine months of 2013.

Fee-based revenue was up $144 million year-to-date, offset by $89 million, or 23 percent, lower NGL margins and $93 million lower Geismar results. Additionally, the 2014 period was unfavorably affected by $55 million higher net interest expense and $36 million higher depreciation primarily associated with ongoing growth in our Northeast G&P segment.

Williams Partners recently announced that it increased its quarterly cash distribution to unitholders to $0.9285 per unit, a 5.8 percent increase over the prior year amount.

CEO Perspective

Alan Armstrong, chief executive officer of Williams Partners’ general partner, made the following comments:

“Williams Partners’ results for the quarter were in line with our expectations. The lower results versus normal operations were due primarily to the Geismar outage and the first full-quarter without the assumed benefit of Geismar-related business-interruption insurance proceeds.

“We expect dramatically higher results for Williams Partners in the fourth quarter and 2015. In November and December, we plan to place several major projects into service, including the expanded Geismar plant, the Gulfstar One facility and the Keathley Canyon Connector pipeline. All three of these large-scale projects are mechanically complete and are expected to generate nearly $1 billion in 2015 cash flows,” Armstrong said.

“We recently received strong customer interest in new major natural gas infrastructure projects, Transco’s Appalachian Connector and Diamond East pipelines. Both are designed to connect growing Transco markets to abundant, economically priced Marcellus and Utica supply. On the regulatory front, we achieved a key milestone with the FERC’s issuance last week of its final environmental impact statement for the Constitution Pipeline project. We’re pursuing the federal and state permits we need in an effort to begin construction as early as the first quarter of 2015. This schedule is critical to our ability to bring the Constitution Pipeline in service in time for the winter 2015-16 heating season in New York and New England.

“Earlier this week, we took another big step toward our goal of becoming the leading provider of large-scale natural gas infrastructure in North America when Williams Partners and Access Midstream agreed to merge. The merged MLP is expected to be one of the largest and fastest growing MLPs with rich opportunities across the natural gas infrastructure value chain and expected best-in-class distribution growth.”

Business Segment Performance


Williams Partners	3Q—2014									3Q—2013
Amounts in millions	Segment Profit		Adj.**			Adj. Segment Profit*		Adj. Segment Profit + DD&A*		Segment Profit			Adj.**			Adj. Segment Profit*		Adj. Segment Profit + DD&A*
Northeast G&P	$	35		($12	)	$	23	$	64		($1	)	$	9		$	8	$	41
Atlantic-Gulf		162		0			162		253		137			5			142		234
West		175		0			175		235		207			0			207		265
NGL & Petchem Services		1		5			6		23		68			(31	)		37		55

Total	$	373		($7	)	$	366	$	575	$	411			($17	)	$	394	$	595


	YTD—2014									YTD—2013
	Segment Profit		Adj.**			Adj. Segment Profit*		Adj. Segment Profit + DD&A*		Segment Profit			Adj.**			Adj. Segment Profit*		Adj. Segment Profit + DD&A*
Northeast G&P	$	56	$	11		$	67	$	187	$	2		$	9		$	11	$	105
Atlantic-Gulf		495		0			495		771		448			(6	)		442		714
West		492		6			498		676		555			0			555		732
NGL & Petchem Services		226		155			381		431		327			(25	)		302		347

Total	$	1,269	$	172		$	1,441	$	2,065	$	1,332			($22	)	$	1,310	$	1,898

*	Schedules reconciling segment profit to adjusted segment profit and adjusted segment profit + DD&A are attached to this news release.

**	Adjustments for year-to-date 2014 periods consist primarily of assumed business interruption insurance related to the Geismar plant. Year-to-date 2014 assumes $311 million of business interruption insurance offset by actual insurance recoveries of $175 million.

Northeast G&P

Northeast G&P includes the partnership’s midstream gathering and processing business in the Marcellus and Utica shale regions, including Susquehanna Supply Hub and Ohio Valley Midstream, as well as its 69-percent equity investment in Laurel Mountain Midstream, and its 58-percent equity investment in Caiman Energy II. This segment is in the early stages of developing large-scale energy infrastructure solutions for the Marcellus and Utica shale regions.

Northeast G&P reported adjusted segment profit + DD&A of $64 million for third-quarter 2014, compared with $41 million in third-quarter 2013. Year-to-date through Sept 30, Northeast G&P reported adjusted segment profit + DD&A of $187 million, compared with $105 million for the first nine months of 2013.

The third-quarter 2014 results include $20 million in higher fee-based revenues driven by 23 percent higher average daily gathered volumes versus third-quarter 2013. Adjustments to reported segment profit include the removal of $15 million in income related to the partial release of an acreage dedication. The year-to-date results were driven primarily by the same factors that drove the quarterly results.

Atlantic-Gulf

Atlantic-Gulf includes the Transco interstate gas pipeline and the partnership’s significant natural gas gathering and processing and crude production handling and transportation in the Gulf Coast region. These operations include the partnership’s 51-percent consolidated interest in the Gulfstar development project, as well as its 50-percent interest in Gulfstream and a 60-percent interest in Discovery. The segment also includes a 41-percent consolidated interest in the Constitution interstate gas pipeline development project.

Atlantic-Gulf reported adjusted segment profit + DD&A of $253 million for third-quarter 2014, compared with $234 million for third-quarter 2013. Year-to-date through Sept. 30, Atlantic-Gulf reported adjusted segment profit + DD&A of $771 million, compared with $714 million for the first nine months of 2013.

Adjusted segment profit + DD&A for the third quarter and year-to-date 2014 increased primarily due to higher transportation fee revenues associated with expansion projects. In addition, the year-to-date increases include new transportation rates effective in March 2013 for Transco and lower operating expenses.

West

West includes the partnership’s Northwest Pipeline interstate gas pipeline system, as well as gathering, processing and treating operations in Wyoming, the Piceance Basin and the Four Corners area.

West reported third-quarter 2014 adjusted segment profit + DD&A of $235 million, compared with $265 million for third-quarter 2013. Year-to-date through Sept. 30, West reported adjusted segment profit + DD&A of $676 million, compared with $732 million for the first nine months of 2013.

The lower adjusted segment profit + DD&A during the quarter and year-to-date period was due to lower NGL margins, primarily driven by the expiration of a keep-whole processing contract in September 2013, partially offset by lower operating expenses.

NGL & Petchem Services

NGL & Petchem Services includes an 83.3 percent interest in an olefins production facility in Geismar, La., along with a refinery grade propylene splitter and pipelines in the Gulf Coast region. Following the completion in February 2014 of the dropdown of Williams’ Canadian operations, this segment now includes midstream operations in Alberta, Canada, including an oil sands offgas processing plant near Fort McMurray, 260 miles of NGL and olefins pipelines and an NGL/olefins fractionation facility and a butylene/butane splitter facility at

Redwater. This segment also includes the partnership’s energy commodities marketing business, an NGL fractionator and storage facilities near Conway, Kan. and a 50-percent interest in Overland Pass Pipeline. NGL & Petchem Services reported third-quarter 2014 adjusted segment profit + DD&A of $23 million, compared with $55 million for third-quarter 2013. Year-to-date through Sept. 30, NGL & Petchem reported adjusted segment profit + DD&A of $431 million, compared with $347 million for the first nine months of 2013. Prior period results have been recast to include the results of the assets acquired in the Canadian asset dropdown in February 2014.

The decrease in third-quarter adjusted segment profit + DD&A was primarily due to $32 million lower Geismar results. The Geismar plant was off-line for both periods; however, the third quarter of 2013 period included $15 million in business interruption insurance proceeds. The year-to-date increase was driven by $81 million in higher Geismar results, including assumed business interruption insurance proceeds of $311 million.

Guidance

Williams Partners’ current guidance for earnings, cash flow and capital expenditures are unchanged from guidance issued in July 2014; however, this guidance does not reflect the effects of the merger agreement announced Oct. 26, 2014.

Key elements of the merged MLP’s financial guidance were disclosed along with the merger announcement and are as follows:

•

2015 adjusted EBITDA of approximately $5 billion.

•

Pay regular cash distribution in 1Q 2015 in the amount of $0.85 per unit (assuming that the merger closes before the distribution record date).

•

Cash distribution per limited partner unit for 2015 of $3.65.

•

Best-in-class 10 to 12 percent annual distribution growth in each of 2016 and 2017 and strong growth beyond.

•

Distribution coverage is expected to be at or above 1.1x or an aggregate of $1.1 billion of excess cash flow through 2017.

•

Strong investment-grade credit ratings with limited equity needs in current business plan.

The merged MLP expects to provide additional consolidated guidance following the completion of the merger, which is expected in early 2015.

Current distributable cash flow guidance for 2014 includes an assumption of full recovery of property damage and business interruption insurance proceeds related to the Geismar incident as well as the successful restart of the Geismar plant in November 2014. Williams Partners has $500 million of combined business interruption and property damage insurance related to the Geismar incident (subject to deductibles and other limitations). In the second quarter, the insurers paid $50 million of the most recent claim-payment request of $200 million and the total insurance receipts to-date are $225 million. The insurers continue to evaluate Williams Partners’ claims and have raised questions around key assumptions involving our business-interruption claim. As a result, the insurers have elected to make a partial payment pending further assessment of these issues.

Williams Partners, in consultation with its independent experts, presented further support for the partnership’s insurance claim to our insurers in September 2014 and have agreed with insurers to non-binding mediation, which is scheduled to begin in late November, in an effort to advance the resolution of the claim.

The assumed expanded plant restart date and repair cost estimate are subject to various uncertainties and risks that could cause the actual results to be materially different from these assumptions. The assumed property damage and business interruption insurance proceeds are also subject to various uncertainties and risks that could cause the actual results to be materially different from these assumptions.

The partnership’s current guidance for DCF, earnings and capital expenditures are displayed in the following table. However, the table does not reflect the effects of the merger agreement announced Oct. 26, 2014.


Williams Partners Guidance (1)	2014						2015*						2016*
Amounts are in millions except coverage ratio.	Low		Mid		High		Low		Mid		High		Low		Mid		High
DCF attributable to partnership ops. (2)	$	1,800	$	1,950	$	2,100	$	2,605	$	2,785	$	2,965	$	2,800	$	3,085	$	3,370
Total Cash Distribution (3)	$	2,340	$	2,370	$	2,400	$	2,632	$	2,714	$	2,796	$	2,868	$	2,950	$	3,032
Cash Distribution Coverage Ratio (2)		.77x		.82x		.88x		.99x		1.03x		1.06x		.98x		1.05x		1.11x
Adjusted Segment Profit (2):	$	1,860	$	2,010	$	2,160	$	2,610	$	2,830	$	3,050	$	2,925	$	3,225	$	3,525
Adjusted Segment Profit + DD&A (2):	$	2,745	$	2,920	$	3,095	$	3,620	$	3,865	$	4,110	$	4,030	$	4,355	$	4,680
Capital Expenditures:
Maintenance	$	305	$	340	$	375	$	295	$	325	$	355	$	300	$	330	$	360
Growth		3,140		3,390		3,640		1,900		2,125		2,350		1,750		1,950		2,150

Total Capital Expenditures	$	3,445	$	3,730	$	4,015	$	2,195	$	2,450	$	2,705	$	2,050	$	2,280	$	2,510

(1)

Commodity price assumptions that are used to develop the above are included in our quarterly data book that is available at www.williamslp.com

(2)

Distributable Cash Flow, Cash Distribution Coverage Ratio, Adjusted Segment Profit and Adjusted Segment Profit + DD&A are non-GAAP measures. Reconciliations to the most relevant measures included in GAAP are attached to this news release.

(3)

The cash distributions in guidance are on an accrual basis and reflect an approximate annual growth rate in limited partner distributions of 5 percent to 7 percent annually in 2014 and 2015, and 3 percent to 6 percent in 2016.

*	Guidance does not reflect the effects of the merger agreement announced Oct. 26, 2014.

Third-Quarter 2014 Materials to be Posted Shortly, Q&A Webcast Scheduled for Tomorrow

Williams Partners’ third-quarter 2014 financial results will be posted shortly at www.williamslp.com. The information will include the data book and analyst package.

Williams Partners, Access Midstream Partners and Williams plan to jointly host a Q&A live webcast on Thursday, October 30, at 9:30 a.m. EDT. A limited number of phone lines will be available at (888) 882-4672. International callers should dial (719) 325-4746. A link to the webcast, as well as replays of the webcast in both streaming and downloadable podcast formats, will be available for two weeks following the event at www.williams.com, www.williamslp.com and www.accessmidstream.com.

Form 10-Q

The partnership plans to file its third-quarter 2014 Form 10-Q with the Securities and Exchange Commission this week. Once filed, the document will be available on both the SEC and Williams Partners websites.

Definitions of Non-GAAP Financial Measures

This press release includes certain financial measures – distributable cash flow, cash distribution coverage ratio, adjusted segment profit and adjusted segment profit + DD&A – that are non-GAAP financial measures as defined under the rules of the SEC.

For Williams Partners L.P., adjusted segment profit excludes items of income or loss that we characterize as unrepresentative of our ongoing operations and may include assumed business interruption insurance related to the Geismar plant. Adjusted segment profit + DD&A is adjusted to add back depreciation and amortization expense. Management believes these measures provide investors meaningful insight into Williams Partners L.P.‘s results from ongoing operations.

For Williams Partners L.P. 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, distributions to noncontrolling interests and maintenance capital expenditures. We also adjust for reimbursements under omnibus agreements with Williams and certain other items.

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 have also provided this ratio calculated using the most directly comparable GAAP measure, net income.

This press release is accompanied by a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. Management uses these financial measures because they are accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of the Partnership’s assets and the cash that the business is generating. Neither adjusted segment profit, adjusted segment profit + DD&A nor distributable cash flow are intended to represent cash flows for the period, nor are they presented as an alternative to net income or cash flow from operations. They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with United States generally accepted accounting principles.

About Williams, Williams Partners and Access Midstream Partners

Williams, headquartered in Tulsa, Okla., is one of the leading energy infrastructure companies in North America. It owns controlling interests in both Williams Partners L.P. and Access Midstream Partners, L.P. through its ownership of 100 percent of the general partner of each partnership. Additionally, Williams owns approximately 66 percent and 50 percent of the limited partner units of Williams Partners L.P. and Access Midstream Partners, L.P., respectively.

On June 15, 2014 Williams proposed the merger of Williams Partners and Access Midstream Partners. The proposed merger has been approved by boards of each partnership and is expected to close in early 2015.

Williams Partners L.P. owns and operates both on-shore and off-shore assets of approximately 15,000 miles of natural gas gathering and transmission pipelines, 1,800 miles of NGL transportation pipelines, an additional 11,000 miles of oil and gas gathering pipelines and numerous other energy infrastructure assets. The partnership’s operated facilities have daily gas gathering capacity of approximately 11 billion cubic feet, processing capacity of approximately 7 billion cubic feet, NGL production of more than 400,000 barrels per day and domestic olefins production capacity of 1.95 billion pounds of ethylene and 114 million pounds of propylene per year.

Access Midstream Partners, L.P. owns and operates natural gas midstream assets across nine states, with an average net throughput of approximately 3.9 billion cubic feet per day and more than 6,495 miles of natural gas gathering pipelines. Headquartered in Oklahoma City, the partnership’s operations are focused on the Barnett, Eagle Ford, Haynesville, Marcellus, Niobrara and Utica Shales and the Mid-Continent region of the U.S.

For more information about Williams, Williams Partners and Access Midstream Partners, visit www.williams.com, www.williamslp.com and www.accessmidstream.com.

Forward-Looking Statements—Williams Partners L.P.

Certain matters contained in this document include “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. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical facts, included in this document that address activities, events or developments that we expect, believe or anticipate will exist or may occur in the future are forward-looking statements. Forward-looking statements can be identified 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 cash distributions to unitholders;

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The closing and expected timing of the proposed merger of Access Midstream Partners, L.P. (ACMP) and us (the Proposed Merger);

•

The expected timing of the drop-down of Williams’ remaining NGL & Petchem Services assets and projects;

•

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;

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Seasonality of certain business components;

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Natural gas, natural gas liquids, and olefins prices, supply and demand;

•

Demand for our services

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 document. 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:

•

The satisfaction or waiver of the conditions to closing in the merger agreement governing the Proposed Merger;

•

Whether we have sufficient cash from operations to enable us to pay current and expected levels of cash distributions, if any, following establishment of cash reserves and payment of fees and expenses, including payments to our general partner;

•

Availability of supplies, market demand, and volatility of commodity prices;

•

Inflation, interest rates, 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 our customers and suppliers);

•

The strength and financial resources of our competitors and the effects of competition;

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Whether we are able to successfully identify, evaluate and execute investment opportunities;

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Our ability to acquire new businesses and assets and successfully integrate those operations and assets into our existing businesses, as well as successfully expand our facilities;

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Development of alternative energy sources;

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The impact of operational and development hazards and unforeseen interruptions;

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Our 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;

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Our allocated costs for defined benefit pension plans and other postretirement benefit plans sponsored by our affiliates;

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Changes in maintenance and construction costs;

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Changes in the current geopolitical situation;

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Our exposure to the credit risks of our customers and counterparties;

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Risks related to financing, including restrictions stemming from our debt agreements, future changes in our credit ratings, and the availability and cost of capital;

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The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;

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Risks associated with weather and natural phenomena, including climate conditions;

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Acts of terrorism, including cybersecurity threats and related disruptions;

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Additional risks described in our filings with the Securities and Exchange Commission.

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 to 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 and referred to below may cause our intentions to change from those statements of intention set forth in this document. 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.

Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2013, and Part II, Item 1A. Risk Factors of this Form 10-Q.

Important Information:

In connection with the proposed merger of ACMP and WPZ, ACMP will file with the SEC a Registration Statement on Form S-4 that will include a consent statement of WPZ that will also constitute a prospectus of ACMP. WPZ will mail the consent statement/prospectus to the holders of WPZ units. Investors are urged to read the consent statement/prospectus and other relevant documents filed with the SEC regarding the proposed transaction when they become available, because they will contain important information. The consent statement/prospectus and other documents that will be filed by ACMP and WPZ with the SEC will be available free of charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made either to Access Midstream Partners L.P., 525 Central Park Drive, Oklahoma City, Oklahoma 73105, Attention: Investor Relations, or to Williams Partners L.P., One Williams Center, Tulsa, Oklahoma 74172, Attention: Investor Relations.

ACMP, WPZ and certain of their directors and executive officers may be deemed to be “participants” (as defined in Schedule 14A under the Exchange Act) in respect of the proposed transaction. Information about ACMP’s directors and executive officers is available in ACMP’s annual report on Form 10-K for the fiscal year ended December 31, 2013, as amended, initially filed with the SEC on February 21, 2014. Information about WPZ’s directors and executive officers is available in WPZ’s annual report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on February 26, 2014. Other information regarding the participants and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the consent statement/prospectus and other relevant materials to be filed with the SEC regarding the transaction. Investors should read the consent statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from WPZ or ACMP using the sources indicated above.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

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LOGO

Financial Highlights and Operating Statistics

(UNAUDITED)

Final

September 30, 2014

Reconciliation of Non-GAAP Measures

(UNAUDITED)

This press release includes certain financial measures, adjusted segment profit (loss), adjusted segment profit (loss) + DD&A, distributable cash flow, and cash distribution coverage ratio that are non-GAAP financial measures as defined under the rules of the Securities and Exchange Commission.

For Williams Partners L.P., adjusted segment profit (loss) excludes items of income or loss that we characterize as unrepresentative of our ongoing operations and may include assumed business interruption insurance related to the Geismar plant. Adjusted segment profit (loss) + DD&A is further adjusted to add back depreciation and amortization expense. Management believes these measures provide investors meaningful insight into Williams Partners L.P.’s results from ongoing operations.

For Williams Partners L.P., we define distributable cash flow as net income plus depreciation and amortization and cash distributions from our equity investments less our earnings from equity investments, income attributable to noncontrolling interests and maintenance capital expenditures. We also adjust for reimbursements under omnibus agreements with Williams and certain other adjustments. Total distributable cash flow is reduced by any amounts associated with operations which occurred prior to our ownership of the underlying assets to arrive at distributable cash flow attributable to partnership operations.

For Williams Partners L.P., we also calculate the ratio of distributable cash flow attributable to partnership operations to the total cash distributed (cash distribution coverage ratio). This measure reflects the amount of distributable cash flow relative to our cash distribution. We have also provided this ratio calculated using the most directly comparable GAAP measure, net income.

This press release is accompanied by a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. Management uses these financial measures because they are accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of the Partnership’s assets and the cash that the business is generating. Neither adjusted segment profit (loss), adjusted segment profit (loss) + DD&A, nor distributable cash flow are intended to represent cash flows for the period, nor are they presented as an alternative to net income or cash flow from operations. They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with United States generally accepted accounting principles.


	2013															2014
(Dollars in millions, except coverage ratios)	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Year			1st Qtr			2nd Qtr			3rd Qtr			Year
Williams Partners L.P.
Reconciliation of Non-GAAP “Distributable cash flow” to GAAP “Net income”
Net income	$	344		$	272		$	285		$	218		$	1,119		$	352		$	234		$	218		$	804
Income attributable to noncontrolling interests		—			—			—			(3	)		(3	)		—			(2	)		(1	)		(3	)
Depreciation and amortization		196			191			201			203			791			208			207			209			624
Non-cash amortization of debt issuance costs included in interest expense		3			4			4			3			14			4			3			4			11
Equity earnings from investments		(18	)		(35	)		(31	)		(20	)		(104	)		(23	)		(32	)		(36	)		(91	)
Allocated reorganization-related costs		2			—			—			—			2			—			—			—			—
Impairment of certain equipment held for sale		—			—			—			—			—			—			17			—			17
Loss related to Geismar Incident		—			6			4			4			14			—			—			5			5
Geismar Incident adjustment for insurance and timing		—			—			(35	)		118			83			54			96			—			150
Contingency loss		—			—			9			16			25			—			—			—			—
Reimbursements from Williams under omnibus agreements		4			4			2			3			13			3			4			1			8
Loss related to Opal incident		—			—			—			—			—			—			6			—			6
Plymouth incident adjustment		—			—			—			—			—			—			3			3			6
Canadian income tax		—			—			—			—			—			—			4			8			12
Income related to partial acreage dedication release		—			—			—			—			—			—			—			(12	)		(12	)
Maintenance capital expenditures		(44	)		(76	)		(79	)		(59	)		(258	)		(36	)		(90	)		(103	)		(229	)

Distributable cash flow excluding equity investments		487			366			360			483			1,696			562			450			296			1,308
Plus: Equity investments cash distributions to Williams Partners L.P.		38			41			34			41			154			43			54			71			168

Distributable cash flow		525			407			394			524			1,850			605			504			367			1,476
Less: Pre-partnership distributable cash flow		28			20			16			15			79			23			—			—			23

Distributable cash flow attributable to partnership operations	$	497		$	387		$	378		$	509		$	1,771		$	582		$	504		$	367		$	1,453

Total cash distributed	$	473		$	489		$	442		$	556		$	1,960		$	566		$	577		$	587		$	1,730

Coverage ratios:
Distributable cash flow attributable to partnership operations divided by Total cash distributed		1.05			0.79			0.86			0.92			0.90			1.03			0.87			0.63			0.84

Net income divided by Total cash distributed		0.73			0.56			0.64			0.39			0.57			0.62			0.41			0.37			0.46

Reconciliation of GAAP “Segment Profit (Loss)” to Non-GAAP “Adjusted Segment Profit (Loss)” and “Adjusted Segment Profit (Loss) + DD&A”

(UNAUDITED)


	2013															2014
(Dollars in millions)	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Year			1st Qtr		2nd Qtr		3rd Qtr			Year
Segment profit (loss):
Northeast G&P	$	(9	)	$	12		$	(1	)	$	(26	)	$	(24	)	$	6	$	15	$	35		$	56
Atlantic-Gulf		159			152			137			166			614			165		168		162			495
West		186			162			207			186			741			165		152		175			492
NGL & Petchem Services		158			101			68			19			346			167		58		1			226

Total segment profit (loss)	$	494		$	427		$	411		$	345		$	1,677		$	503	$	393	$	373		$	1,269

Segment adjustments:
Northeast G&P
Share of impairments at equity method investee	$	—		$	—		$	—		$	7		$	7		$	—	$	—	$	—		$	—
Contingency loss		—			—			9			16			25			—		—		—			—
Loss related to compressor station fire		—			—			—			—			—			6		—		—			6
Net gain related to partial acreage dedication release		—			—			—			—			—			—		—		(12	)		(12	)
Impairment of certain equipment held for sale		—			—			—			—			—			—		17		—			17

Total Northeast G&P adjustments		—			—			9			23			32			6		17		(12	)		11
Atlantic-Gulf
Litigation settlement gain		(6	)		—			—			—			(6	)		—		—		—			—
Net loss (recovery) related to Eminence storage facility leak		—			(5	)		5			(2	)		(2	)		—		—		—			—

Total Atlantic-Gulf adjustments		(6	)		(5	)		5			(2	)		(8	)		—		—		—			—
West
Loss related to Opal incident		—			—			—			—			—			—		6		—			6

Total West adjustments		—			—			—			—			—			—		6		—			6
NGL & Petchem Services
Loss related to Geismar Incident		—			6			4			4			14			—		—		5			5
Geismar Incident adjustment for insurance and timing		—			—			(35	)		118			83			54		96		—			150

Total NGL & Petchem Services adjustments		—			6			(31	)		122			97			54		96		5			155

Total segment adjustments	$	(6	)	$	1		$	(17	)	$	143		$	121		$	60	$	119	$	(7	)	$	172

Adjusted segment profit (loss):
Northeast G&P	$	(9	)	$	12		$	8		$	(3	)	$	8		$	12	$	32	$	23		$	67
Atlantic-Gulf		153			147			142			164			606			165		168		162			495
West		186			162			207			186			741			165		158		175			498
NGL & Petchem Services		158			107			37			141			443			221		154		6			381

Total adjusted segment profit (loss)	$	488		$	428		$	394		$	488		$	1,798		$	563	$	512	$	366		$	1,441

Depreciation and amortization (DD&A):
Northeast G&P	$	29		$	32		$	33		$	38		$	132		$	39	$	40	$	41		$	120
Atlantic-Gulf		93			87			92			91			363			94		91		91			276
West		61			58			58			59			236			58		60		60			178
NGL & Petchem Services		13			14			18			15			60			17		16		17			50

Total depreciation and amortization	$	196		$	191		$	201		$	203		$	791		$	208	$	207	$	209		$	624

Adjusted segment profit (loss) + DD&A:
Northeast G&P	$	20		$	44		$	41		$	35		$	140		$	51	$	72	$	64		$	187
Atlantic-Gulf		246			234			234			255			969			259		259		253			771
West		247			220			265			245			977			223		218		235			676
NGL & Petchem Services		171			121			55			156			503			238		170		23			431

Total adjusted segment profit (loss) + DD&A	$	684		$	619		$	595		$	691		$	2,589		$	771	$	719	$	575		$	2,065

Note:

Segment profit (loss) includes equity earnings (losses) and income (loss) from investments reported in other income (expense) - net below operating income in the Consolidated Statement of Comprehensive Income. Equity earnings (losses) result from investments accounted for under the equity method. Income (loss) from investments results from the management of certain equity investments.

Consolidated Statement of Income

(UNAUDITED)


	2013															2014
(Dollars in millions, except per-unit amounts)	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Year			1st Qtr			2nd Qtr			3rd Qtr			Year
Revenues:
Service revenues	$	702		$	717		$	731		$	764		$	2,914		$	763		$	763		$	766		$	2,292
Product sales		1,104			1,046			887			884			3,921			930			853			942			2,725

Total revenues		1,806			1,763			1,618			1,648			6,835			1,693			1,616			1,708			5,017
Costs and expenses:
Product costs		790			801			710			726			3,027			769			724			807			2,300
Operating and maintenance expenses		257			289			265			269			1,080			248			251			267			766
Depreciation and amortization expenses		196			191			201			203			791			208			207			209			624
Selling, general, and administrative expenses		130			131			130			128			519			130			132			129			391
Net insurance recoveries—Geismar Incident		—			—			(50	)		10			(40	)		(119	)		(42	)		—			(161	)
Other (income) expense—net		1			4			21			25			51			17			27			(1	)		43

Total costs and expenses		1,374			1,416			1,277			1,361			5,428			1,253			1,299			1,411			3,963

Equity earnings (losses)		18			35			31			20			104			23			32			36			91
Income (loss) from investments		(1	)		(1	)		(1	)		—			(3	)		—			—			—			—
General corporate expenses		45			46			40			38			169			40			44			40			124

Total segment profit		494			427			411			345			1,677			503			393			373			1,269

Reclass equity earnings (losses)		(18	)		(35	)		(31	)		(20	)		(104	)		(23	)		(32	)		(36	)		(91	)
Income (loss) from investments		1			1			1			—			3			—			—			—			—
Reclass general corporate expenses		(45	)		(46	)		(40	)		(38	)		(169	)		(40	)		(44	)		(40	)		(124	)

Operating income		432			347			341			287			1,407			440			317			297			1,054

Equity earnings (losses)		18			35			31			20			104			23			32			36			91
Interest incurred		(118	)		(118	)		(119	)		(122	)		(477	)		(131	)		(142	)		(155	)		(428	)
Interest capitalized		22			22			24			22			90			25			25			36			86
Other income (expense)—net		5			7			7			6			25			3			7			13			23

Income before income taxes		359			293			284			213			1,149			360			239			227			826
Provision (benefit) for income taxes		15			21			(1	)		(5	)		30			8			5			9			22

Net income		344			272			285			218			1,119			352			234			218			804
Less: Net income attributable to noncontrolling interests		—			1			1			1			3			—			2			1			3

Net income attributable to controlling interests	$	344		$	271		$	284		$	217		$	1,116		$	352		$	232		$	217		$	801

Allocation of net income for calculation of earnings per common unit:
Net income attributable to controlling interests	$	344		$	271		$	284		$	217		$	1,116		$	352		$	232		$	217		$	801
Allocation of net income to general partner		142			141			60			162			505			180			167			171			518
Allocation of net income to Class D units		—			—			—			—			—			14			18			17			49

Allocation of net income to common units	$	202		$	130		$	224		$	55		$	611		$	158		$	47		$	29		$	234

Net income per common unit	$	0.50		$	0.31		$	0.52		$	0.12		$	1.45		$	0.36		$	0.11		$	0.07		$	0.53
Weighted-average number of common units outstanding (thousands)		401,969			413,901			428,682			438,626			420,916			438,626			438,626			439,138			438,798
Cash distributions per common unit	$	0.8475		$	0.8625		$	0.8775		$	0.8925		$	3.480		$	0.9045		$	0.9165		$	0.9285		$	2.7495

Note:

The sum of net income per common unit for the quarters may not equal the total income per common unit for the year due to changes in the weighted-average number of common units outstanding.

Northeast G&P

(UNAUDITED)


	2013														2014
(Dollars in millions)	1st Qtr			2nd Qtr		3rd Qtr			4th Qtr			Year			1st Qtr		2nd Qtr		3rd Qtr			Year
Revenues:
Fee-based revenues:
Gathering & processing	$	59		$	69	$	84		$	90		$	302		$	90	$	93	$	99		$	282
Production handling and transportation		1			3		2			4			10			3		2		4			9
Other fee revenues		3			6		8			6			23			6		12		11			29
Commodity-based revenues:
NGL sales from gas processing		1			—		3			2			6			2		2		2			6
Marketing sales		19			34		45			62			160			58		35		66			159
Other sales		—			1		(1	)		—			—			—		—		—			—

		83			113		141			164			501			159		144		182			485
Intrasegment eliminations		—			—		(1	)		1			—			—		—		—			—

Total revenues		83			113		140			165			501			159		144		182			485
Segment costs and expenses:
NGL cost of goods sold		—			—		(1	)		—			(1	)		1		—		—			1
Marketing cost of goods sold		20			33		46			62			161			57		37		65			159
Depreciation and amortization		29			32		33			38			132			39		40		41			120
Other segment costs and expenses		40			43		66			77			226			57		62		45			164
Intrasegment eliminations		—			—		(1	)		1			—			—		—		—			—

Total segment costs and expenses		89			108		143			178			518			154		139		151			444
Equity earnings (losses)		(3	)		7		2			(13	)		(7	)		1		10		4			15

Reported segment profit (loss)		(9	)		12		(1	)		(26	)		(24	)		6		15		35			56
Adjustments		—			—		9			23			32			6		17		(12	)		11

Adjusted segment profit (loss)	$	(9	)	$	12	$	8		$	(3	)	$	8		$	12	$	32		23		$	67

Operating statistics

Gathering and Processing*
Gathering volumes (Tbtu)		127			142		157			180			606			179		189		193			561
Plant inlet natural gas volumes (Tbtu)		18			25		28			34			105			29		27		30			86
Non-ethane equity sales (million gallons)		1			1		3			2			7			2		1		3			6

NGL equity sales (million gallons)		1			1		3			2			7			2		1		3			6
Ethane production (million gallons)		—			1		1			1			3			1		1		1			3
Non-ethane production (million gallons)		21			32		39			44			136			38		37		42			117

NGL production (million gallons)		21			33		40			45			139			39		38		43			120

Laurel Mountain Midstream LLC (equity investment) - 100%
Gathering volumes (Tbtu)		27			29		32			36			124			34		36		38			108

*	Excludes volumes associated with partially owned assets that are not consolidated for financial reporting purposes.

Atlantic-Gulf

(UNAUDITED)


	2013														2014
(Dollars in millions)	1st Qtr			2nd Qtr			3rd Qtr		4th Qtr			Year			1st Qtr		2nd Qtr		3rd Qtr		Year
Revenues:
Fee-based revenues:
Gathering & processing	$	19		$	19		$	15	$	17		$	70		$	16	$	21	$	21	$	58
Production handling and transportation		283			282			282		302			1,149			307		293		296		896
Other fee revenues		29			29			30		30			118			30		29		28		87
Commodity-based revenues:
NGL sales from gas processing		28			26			22		27			103			20		25		19		64
Marketing sales		176			186			167		175			704			171		162		171		504
Other sales		1			—			—		2			3			1		1		2		4
Tracked revenues:		52			59			46		43			200			53		40		52		145

		588			601			562		596			2,347			598		571		589		1,758
Intrasegment eliminations		1			1			1		(1	)		2			2		2		1		5

Total revenues		589			602			563		595			2,349			600		573		590		1,763

Segment costs and expenses:
NGL cost of goods sold		6			7			5		6			24			6		5		5		16
Marketing cost of goods sold		176			186			167		175			704			171		162		171		504
Depreciation and amortization expenses		93			87			92		91			363			94		91		91		276
Other segment costs and expenses		118			130			132		134			514			124		121		133		378
Tracked costs		52			59			46		43			200			53		40		52		145
Intrasegment eliminations		1			1			1		(1	)		2			2		2		1		5

Total segment costs and expenses		446			470			443		448			1,807			450		421		453		1,324

Equity earnings (losses)		16			20			17		19			72			15		16		25		56

Reported segment profit		159			152			137		166			614			165		168		162		495
Adjustments		(6	)		(5	)		5		(2	)		(8	)		—		—		—		—

Adjusted segment profit	$	153		$	147		$	142	$	164		$	606		$	165	$	168	$	162	$	495

Operating statistics

Gathering and Processing*
Gathering volumes (Tbtu)		39			36			31		31			137			28		31		30		89
Plant inlet natural gas volumes (Tbtu)		76			78			55		61			270			60		72		73		205

Ethane equity sales (million gallons)		8			6			7		7			28			2		6		8		16
Non-ethane equity sales (million gallons)		20			20			16		18			74			12		18		13		43

NGL equity sales (million gallons)		28			26			23		25			102			14		24		21		59

Ethane margin ($/gallon)	$	.16		$	.21		$	.11	$	.08		$	.14		$	.46	$	.23	$	.14	$	.21
Non-ethane margin ($/gallon)	$	1.03		$	.89		$	1.03	$	1.09		$	1.01		$	1.10	$	1.04	$	1.00	$	1.04
NGL margin ($/gallon)	$	.79		$	.73		$	.75	$	.81		$	.77		$	1.02	$	.82	$	.68	$	.82

Ethane production (million gallons)		61			61			42		47			211			45		57		60		162
Non-ethane production (million gallons)		85			91			68		73			317			71		87		92		250

NGL production (million gallons)		146			152			110		120			528			116		144		152		412

Discovery Producer Services LLC (equity investment) - 100%
NGL equity sales (million gallons)		19			18			6		6			49			10		10		18		38
NGL production (million gallons)		63			64			45		46			218			47		54		65		166

Transcontinental Gas Pipe Line
Throughput (Tbtu)		845.6			713.1			756.8		837.5			3,153.0			949.2		796.8		821.3		2,567.3
Avg. daily transportation volumes (Tbtu)		9.4			7.8			8.2		9.1			8.6			10.5		8.8		8.9		9.4
Avg. daily firm reserved capacity (Tbtu)		9.3			8.9			8.8		9.3			9.1			9.6		9.4		9.5		9.5

* Excludes volumes associated with partially owned assets that are not consolidated for financial reporting purposes.

West

(UNAUDITED)


	2013															2014
(Dollars in millions)	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Year			1st Qtr		2nd Qtr			3rd Qtr		Year
Revenues:
Fee-based revenues:
Gathering & processing	$	134		$	141		$	143		$	144		$	562		$	132	$	141		$	136	$	409
Production handling and transportation		116			110			114			118			458			116		112			113		341
Other fee revenues		9			9			8			7			33			8		8			8		24
Commodity-based revenues:
NGL sales from gas processing		142			137			151			128			558			103		95			116		314
Marketing sales		46			46			55			34			181			30		28			29		87
Other sales		10			7			8			8			33			12		9			10		31
Tracked revenues		—			1			—			1			2			—		1			—		1

		457			451			479			440			1,827			401		394			412		1,207
Intrasegment eliminations		—			—			(1	)		—			(1	)		—		(1	)		—		(1	)

Total revenues		457			451			478			440			1,826			401		393			412		1,206

Segment costs and expenses:
NGL cost of goods sold		44			51			54			40			189			38		35			41		114
Marketing cost of goods sold		46			46			55			33			180			30		27			29		86
Other cost of goods sold		4			2			2			3			11			4		6			4		14
Depreciation and amortization expenses		61			58			58			59			236			58		60			60		178
Other segment costs and expenses		116			131			103			118			468			106		113			103		322
Tracked costs		—			1			—			1			2			—		1			—		1
Intrasegment eliminations		—			—			(1	)		—			(1	)		—		(1	)		—		(1	)

Total segment costs and expenses		271			289			271			254			1,085			236		241			237		714

Reported segment profit		186			162			207			186			741			165		152			175		492
Adjustments		—			—			—			—			—			—		6			—		6
Adjusted segment profit	$	186		$	162		$	207		$	186		$	741		$	165	$	158		$	175	$	498

Operating statistics

Gathering and Processing
Gathering volumes (Tbtu)		240			250			254			244			988			229		230			238		697
Plant inlet natural gas volumes (Tbtu)		295			305			310			264			1,174			249		246			267		762

Ethane equity sales (million gallons)		15			37			51			12			115			4		5			7		16
Non-ethane equity sales (million gallons)		102			106			110			89			407			69		71			90		230

NGL equity sales (million gallons)		117			143			161			101			522			73		76			97		246

Ethane margin ($/gallon)	$	(0.03	)	$	(0.01	)	$	(0.02	)	$	(0.001	)	$	(0.02	)	$	0.12	$	0.22		$	0.21	$	0.19
Non-ethane margin ($/gallon)	$	0.96		$	0.81		$	0.89		$	0.99		$	0.91		$	0.94	$	0.84		$	0.81	$	0.86
NGL margin ($/gallon)	$	0.83		$	0.60		$	0.61		$	0.86		$	0.71		$	0.89	$	0.80		$	0.77	$	0.82

Ethane production (million gallons)		98			124			139			89			450			60		86			64		210
Non-ethane production (million gallons)		262			281			294			246			1,083			233		232			255		720

NGL production (million gallons)		360			405			433			335			1,533			293		318			319		930

Northwest Pipeline LLC
Throughput (Tbtu)		201.0			136.9			168.6			210.4			716.9			192.4		141.3			156.7		490.4
Avg. daily transportation volumes (Tbtu)		2.2			1.5			1.8			2.3			2.0			2.1		1.6			1.7		1.8
Avg. daily firm reserved capacity (Tbtu)		3.0			3.0			3.0			3.0			3.0			3.0		3.0			3.0		3.0

NGL & Petchem Services

(UNAUDITED)


	2013															2014
(Dollars in millions)	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr			Year			1st Qtr			2nd Qtr			3rd Qtr			Year
Revenues:
Fee-based revenues:
Production handling and transportation	$	6		$	6		$	6		$	5		$	23		$	7		$	7		$	7		$	21
Other fee-based revenues		26			31			29			31			117			33			33			33			99
Commodity-based revenues:
NGL sales from gas processing		37			24			22			28			111			54			32			31			117
Olefin sales		269			228			67			29			593			79			96			73			248
Marketing sales		684			673			645			644			2,646			698			680			748			2,126
Other sales		15			11			11			9			46			11			11			8			30

		1,037			973			780			746			3,536			882			859			900			2,641
Intrasegment eliminations		(79	)		(80	)		(56	)		(54	)		(269	)		(77	)		(76	)		(72	)		(225	)

Total revenues		958			893			724			692			3,267			805			783			828			2,416

Segment costs and expenses:
NGL cost of goods sold		14			12			9			12			47			28			20			19			67
Olefins cost of goods sold		119			111			44			17			291			51			69			46			166
Marketing cost of goods sold		679			678			630			638			2,625			684			681			752			2,117
Other cost of goods sold		13			10			10			7			40			12			10			8			30
Depreciation and amortization expenses		13			14			18			15			60			17			16			17			50
Net insurance recoveries—Geismar Incident		—			6			(45	)		13			(26	)		(119	)		(42	)		—			(161	)
Other segment costs and expenses		46			49			58			39			192			49			53			64			166
Intrasegment eliminations		(79	)		(80	)		(56	)		(54	)		(269	)		(77	)		(76	)		(72	)		(225	)

Total segment costs and expenses		805			800			668			687			2,960			645			731			834			2,210
Equity earnings (losses)		5			8			12			14			39			7			6			7			20

Reported segment profit		158			101			68			19			346			167			58			1			226
Adjustments		—			6			(31	)		122			97			54			96			5			155

Adjusted segment profit	$	158		$	107		$	37		$	141		$	443		$	221		$	154		$	6		$	381

Operating statistics

Ethane equity sales (million gallons)		—			—			—			3			3			27			28			28			83
Non-ethane equity sales (million gallons)		40			29			25			26			120			30			18			19			67

NGL equity sales (million gallons)		40			29			25			29			123			57			46			47			150

Ethane production (million gallons)		—			—			—			7			7			29			29			29			87
Non-ethane production (million gallons)		36			35			24			18			113			30			28			28			86

NGL production (million gallons)		36			35			24			25			120			59			57			57			173

Petrochemical Services
Geismar ethylene sales volumes (million lbs)		246			211			10			—			467			—			—			—			—
Geismar ethylene margin ($/lb)	$	0.37		$	0.33		$	0.05		$	—		$	0.34		$	—		$	—		$	—		$	—
Canadian propylene sales volumes (millions lbs)		35			36			27			20			118			32			34			34			100
Canadian alky feedstock sales volumes (million gallons)		9			10			7			5			31			7			7			6			20

Overland Pass Pipeline Company LLC (equity investment)—100%
NGL Transportation volumes (Mbbls)		7,402			11,151			13,174			11,463			43,190			8,612			8,926			9,482			27,020

Capital Expenditures and Investments

(UNAUDITED)


	2013														2014
(Dollars in millions)	1st Qtr			2nd Qtr			3rd Qtr			4th Qtr		Year			1st Qtr			2nd Qtr		3rd Qtr		Year
Capital expenditures:
Northeast G&P	$	307		$	298		$	338		$	407	$	1,350		$	359		$	291	$	288	$	938
Atlantic-Gulf		174			276			290			247		987			180			412		319		911
West		63			58			55			35		211			22			27		47		96
NGL & Petchem Services		157			158			244			201		760			161			211		136		508
Other		2			1			1			4		8			2			2		1		5

Total*	$	703		$	791		$	928		$	894	$	3,316		$	724		$	943	$	791	$	2,458


Purchase of businesses:
NGL & Petchem Services**	$	(25	)	$	—		$	—		$	—	$	(25	)	$	25		$	31	$	—	$	56


Purchase of investments:
Northeast G&P	$	72		$	37		$	123		$	1	$	233		$	163		$	6	$	12	$	181
Atlantic-Gulf		15			50			35			93		193			51			9		21		81
NGL & Petchem Services		6			2			4			1		13			1			1		1		3

Total	$	93		$	89		$	162		$	95	$	439		$	215		$	16	$	34	$	265


Summary:
Northeast G&P	$	379		$	335		$	461		$	408	$	1,583		$	522		$	297	$	300	$	1,119
Atlantic-Gulf		189			326			325			340		1,180			231			421		340		992
West		63			58			55			35		211			22			27		47		96
NGL & Petchem Services		138			160			248			202		748			187			243		137		567
Other		2			1			1			4		8			2			2		1		5

Total	$	771		$	880		$	1,090		$	989	$	3,730		$	964		$	990	$	825	$	2,779

Capital expenditures incurred, purchase of businesses, and purchase of investments:
Increases to property, plant, and equipment	$	716		$	824		$	968		$	825	$	3,333		$	769		$	867	$	770	$	2,406
Purchase of businesses		(25	)		—			—			—		(25	)		25			31		—		56
Purchase of investments		93			89			162			95		439			215			16		34		265

Total	$	784		$	913		$	1,130		$	920	$	3,747		$	1,009		$	914	$	804	$	2,727

*Increases to property, plant, and equipment	$	716		$	824		$	968		$	825	$	3,333		$	769		$	867	$	770	$	2,406
Changes in related accounts payable and accrued liabilities		(13	)		(33	)		(40	)		69		(17	)		(45	)		76		21		52

Capital expenditures	$	703		$	791		$	928		$	894	$	3,316		$	724		$	943	$	791	$	2,458

**	The first quarter of 2013 relates to a working capital adjustment associated with the acquisition of the olefins business from a subsidiary of Williams and the first quarter of 2014 relates to the acquisition of certain Canadian operations from a subsidiary of Williams.

Williams Partners L.P.


	2014 Guidance			2015 Guidance			2016 Guidance
(Dollars in millions, except coverage ratios)	Midpoint			Midpoint			Midpoint
Reconciliation of Non-GAAP “Distributable Cash Flow” to GAAP “Net income”

Net income	$	1,566		$	2,035		$	2,290
Depreciation and amortization		910			1,035			1,130
Maintenance capital expenditures		(340	)		(325	)		(330	)
Attributable to noncontrolling interests		(35	)		(105	)		(135	)
Geismar Incident adjustment for insurance and timing		(115	)		—			—
Other / Rounding		(13	)		145			130

Distributable cash flow		1,973			2,785			3,085
Less: Pre-partnership distributable cash flow		23			—			—

Distributable cash flow attributable to partnership operations	$	1,950		$	2,785		$	3,085

Total cash to be distributed	$	2,370		$	2,714		$	2,950

Coverage ratios:
Distributable cash flow attributable to partnership operations divided by Total cash to be distributed		0.82			1.03			1.05

Net income divided by Total cash to be distributed		0.66			0.75			0.78


Reconciliation of Non-GAAP “Adjusted Segment Profit” and “Adjusted Segment Profit + DD&A” to GAAP “Segment Profit”
Segment profit:
Northeast G&P	$	184		$	491		$	—
Atlantic-Gulf		630			965			—
West		614			595			—
NGL & Petchem Services		1,010			915			—
Unallocated Revisions		(335	)		—			—

Total segment profit	$	2,103		$	2,966		$	3,225

Adjustments:
Northeast G&P - loss related to compressor station fire	$	6		$	—		$	—
Northeast G&P - impairment of certain equipment held for sale		17			—			—
Northeast G&P - net gain related to partial acreage dedication release		(12	)		—			—
Northeast G&P - other		—			(136	)		—
West - loss related to Opal incident		6			—			—
NGL & Petchem Services - Geismar Incident adjustment for insurance and timing		(115	)		—			—
NGL & Petchem Services - loss related to Geismar Incident		5			—			—

Total adjustments	$	(93	)	$	(136	)	$	—

Adjusted segment profit:
Northeast G&P	$	195		$	355		$	—
Atlantic-Gulf		630			965			—
West		620			595			—
NGL & Petchem Services		900			915			—
Unallocated Revisions		(335	)		—			—

Total adjusted segment profit	$	2,010		$	2,830		$	3,225

Depreciation and amortization (DD&A):
Northeast G&P	$	170		$	210		$	—
Atlantic-Gulf		430			495			—
West		235			235			—
NGL & Petchem Services		75			95			—

Total depreciation and amortization	$	910		$	1,035		$	1,130

Adjusted segment profit + DD&A:
Northeast G&P	$	365		$	565		$	—
Atlantic-Gulf		1,060			1,460			—
West		855			830			—
NGL & Petchem Services		975			1,010			—
Unallocated Revisions		(335	)		—			—

Total adjusted segment profit + DD&A	$	2,920		$	3,865		$	4,355