WPZ Williams Partners, L.P. Common Units Representing Limited Partner Interests (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2015

Williams Partners L.P.

(Exact name of registrant as specified in its charter)

 

Delaware		1-34831		20-2485124
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
One Williams Center Tulsa, Oklahoma				74172-0172
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (918) 573-2000

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02.

Results of Operations and Financial Condition.

On July 29, 2015, Williams Partners L.P. (the “Partnership”) issued a press release announcing its financial results for the quarter ended June 30, 2015. A copy of the press release and accompanying financial highlights and operating statistics and reconciliation schedules are furnished herewith as Exhibit 99.1 and are incorporated herein in their entirety by reference.

The press release and accompanying financial highlights and operating statistics and reconciliation schedules are being furnished pursuant to Item 2.02, Results of Operations and Financial Condition. The information furnished is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

 

Item 9.01.

Financial Statements and Exhibits.

 

(a)

None

 

(b)

None

 

(c)

None

 

(d)

Exhibits.

 

Exhibit Number		Description
Exhibit 99.1		Press release of the Partnership dated July 29, 2015 and accompanying schedules, publicly announcing the Partnership’s financial results for the quarter ended June 30, 2015.

 

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		WILLIAMS PARTNERS L.P.
		By:		WPZ GP LLC,
				its General Partner
Date: July 29, 2015		By:		/s/ Donald R. Chappel
				Donald R. Chappel
				Chief Financial Officer

 

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INDEX TO EXHIBITS

 

Exhibit Number		Description
Exhibit 99.1		Press release of the Partnership dated July 29, 2015 and accompanying schedules, publicly announcing the Partnership’s financial results for the quarter ended June 30, 2015.

 

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Exhibit 99.1

 

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

DATE: July 29, 2015

 

MEDIA CONTACT:		INVESTOR CONTACTS:
Tom Droege 918) 573-4034		John Porter (918) 573-0797		Brett Krieg (918) 573-4614

Williams Partners Second-Quarter 2015 Financial Results

 

•

2Q 2015 Adjusted EBITDA is $1.01 Billion, Up 41% on Access Midstream Merger, Major Projects Ramping Up

 

•

Distributable Cash Flow (DCF) of $701 Million, Up 39% vs. 2Q 2014

 

•

Fee-Based Revenues Up $537 Million or 72% on Access Midstream Merger, Major Projects Ramping Up

 

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Excluding Access Midstream Merger, Williams Partners 2Q 2015 Fee-Based Revenue Up $130 Million, or 17%

TULSA, Okla. – Williams Partners L.P. (NYSE: WPZ) today reported second quarter 2015 adjusted EBITDA of $1.01 billion, a $291 million, or 41 percent, increase from second quarter 2014.

The increase in adjusted EBITDA for second quarter 2015 is due to increases of $345 million from Access Midstream as a result of the merger, $119 million from the Atlantic-Gulf segment and $16 million from the Northeast G&P segment. Partially offsetting these increases were a $135 million decrease at NGL & Petchem Services due primarily to the absence of $138 million of assumed business interruption proceeds related to the Geismar plant and a $55 million decrease in the West due to lower NGL margins.

 

Summary Financial Information		2Q								YTD
Amounts in millions, except coverage ratio amounts. All income amounts attributable to Williams Partners L.P.		2015				2014				2015				2014
(Unaudited)
Williams Partners
Adjusted EBITDA (1)		$	1,008			$	717			$	1,925			$	1,485
DCF attributable to partnership operations (1)		$	701			$	504			$	1,347			$	1,086
Cash distribution coverage ratio (1)			.97x				.87x				.93x				.95x
Net income		$	300			$	221			$	389			$	573

 

(1)

Adjusted EBITDA, distributable cash flow (DCF) and cash distribution coverage ratio are non-GAAP measures. Financial information for 2014 represents Williams Partners L.P. on a basis that is prior to the merger with Access Midstream Partners, L.P. Reconciliations to the most relevant measures included in GAAP are attached to this news release.

The increase in adjusted EBITDA in second quarter 2015 as described above by segment was driven by $537 million, or 72 percent, higher fee-based revenues and assumed minimum volume commitments compared with second quarter 2014. Following the merger, the Access Midstream segment contributed $391 million and Atlantic-Gulf and Northeast G&P improved $104 million and $33 million, respectively. Excluding the Access Midstream merger, Williams Partners second-quarter 2015 fee-based revenue was up $130 million, or 17 percent. Geismar contributed approximately $50 million of olefins margins in second quarter 2015. Additionally, the proportional EBITDA from non-consolidated joint ventures increased $121 million for second quarter 2015 versus second quarter 2014, including $92 million from the addition of Access Midstream’s joint ventures and $33 million in Atlantic-Gulf as Discovery’s Keathley Canyon Connector project ramped up.

 

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Partially offsetting these increases were $210 million higher operating and general and administrative expenses versus second quarter 2014 primarily as a result of the Access Midstream merger, the absence of $138 million of business interruption insurance proceeds related to the Geismar plant and $56 million in lower NGL margins due primarily to NGL prices that are at a 10-year low.

Year-to-date 2015, Williams Partners reported adjusted EBITDA of $1.93 billion, a $440 million, or 30 percent, increase from the same period last year. The year-to-date increase in adjusted EBITDA was driven primarily by the same factors that drove the quarterly results for adjusted EBITDA.

Williams Partners reported unaudited second quarter 2015 net income attributable to controlling interests of $300 million compared with $221 million in second quarter 2014. The increase in second quarter net income was due to new fee revenues from growth projects, including Gulfstar One and Transco expansion projects, increased insurance recoveries associated with the Geismar incident and increased olefins margins from the Geismar plant’s return to service. These increases were partially offset by increased operating expenses and depreciation, lower NGL margins driven by lower prices and higher interest expense resulting from new debt issuances.

Year-to-date net income was $389 million, compared with $573 million year-to-date 2014. The year-to-date decrease in net income was driven primarily by the same factors described above, except that year-to-date Geismar insurance recoveries were lower in the current year.

Distributable Cash Flow & Distributions

For second quarter 2015, Williams Partners generated $701 million in distributable cash flow (DCF) attributable to partnership operations, compared with $504 million in DCF attributable to partnership operations in second quarter 2014. The $197 million increase in DCF for the quarter was driven by the $291 million net increase in adjusted EBITDA, partially offset by higher interest expense.

Year-to-date 2015, Williams Partners generated $1.35 billion in DCF attributable to partnership operations, compared with $1.09 billion in DCF attributable to partnership operations for the same period last year. The $261 million increase in DCF for the six-month period ended June 30 was driven by the $440 million net increase in adjusted EBITDA, partially offset by higher interest expense.

Williams Partners recently announced a regular quarterly cash distribution of $0.85 per unit for its common unitholders. The cash distribution is consistent with the partnership’s prior distribution guidance.

CEO Perspective

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

“Second quarter results further demonstrate the benefits from our clearly defined strategy of capitalizing on the significant natural gas market growth by connecting the best supplies to the best markets. This strategy has and will continue to deliver significant growth in our fee-based revenues.

“The large-scale infrastructure projects we recently placed into service – including Transco expansions and Gulf of Mexico facilities – generated significant fee-based revenues in the second quarter and we expect those numbers to continue growing throughout 2015.

 

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“As well, the Geismar plant ramped up in the second quarter and is now online and consistently operating at or near its full production capacity. We look forward to the significant contributions the plant will make in the second half of the year.”

Business Segment Performance

 

Williams Partners		Adjusted EBITDA
Amounts in millions		2Q 2015				2Q 2014				YTD 2015				YTD 2014
Access Midstream (1)		$	345				—			$	659				—
Atlantic-Gulf			389				270				724				536
NGL & Petchem Services (2)			33				168				40				404
Northeast G&P			92				76				192				130
West			150				205				312				417
Other			(1	)			(2	)			(2	)			(2	)
Total		$	1,008			$	717			$	1,925			$	1,485

Schedules reconciling adjusted EBITDA to modified EBITDA and net income are attached to this news release.

 

(1)	First quarter and second quarter 2014 represents pre-merger Williams Partners and excludes Access Midstream.

(2)	First quarter and second quarter 2014 include $173 million and $138 million, respectively, in assumed business interruption insurance proceeds related to the 2013 incident at the Geismar plant.

Access Midstream

Access Midstream provides gathering, treating, and compression services to producers under long term, fee-based contracts in Pennsylvania, West Virginia, Ohio, Louisiana, Texas, Arkansas, Oklahoma and Kansas. Access Midstream also includes a non-operated 50 percent interest in the Delaware Basin gas gathering system in the Mid-Continent region and a 62 percent interest in Utica East Ohio Midstream LLC, a joint project to develop infrastructure for the gathering, processing and fractionation of natural gas and NGLs in the Utica Shale play in Eastern Ohio. Additionally, Access Midstream operates 100 percent of and owns an approximate average 45 percent interest in 11 natural gas gathering systems in the Marcellus Shale region.

Access Midstream reported adjusted EBITDA of $345 million for second quarter 2015. Williams Partners’ results for second quarter of 2014 are on a pre-merger basis and exclude Access Midstream. For second quarter 2014, Access Midstream had previously reported $275 million of adjusted EBITDA. The increase in adjusted EBITDA between years was driven by higher fee-based volumes in the Utica and Haynesville areas as well as the higher ownership in the Utica East Ohio Midstream joint venture.

Year-to-date 2015, Access Midstream reported adjusted EBITDA of $659 million, compared with $525 million previously reported for the same period last year. 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 a 41-percent interest in the Constitution interstate gas pipeline development project, which Williams Partners consolidates. The segment also includes the partnership’s significant natural gas gathering and processing and crude production handling and transportation in the Gulf Coast region. These operations include a 51-percent interest in Gulfstar One, a 50-percent interest in Gulfstream and a 60-percent interest in Discovery.

 

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Atlantic-Gulf reported adjusted EBITDA of $389 million for second quarter 2015, compared with $270 million for second quarter 2014. The increase was due primarily to $104 million higher fee-based revenues from both Gulfstar One and Transco expansion projects, as well as $33 million higher proportional adjusted EBITDA primarily from Discovery driven by the Keathley Canyon Connector, partially offset by lower NGL margins.

Year-to-date 2015, Atlantic-Gulf reported adjusted EBITDA of $724 million, compared with $536 million for the same period last year. The year-to-date results were driven primarily by the same factors that drove the quarterly results.

NGL & Petchem Services

NGL & Petchem Services includes an 88.5 percent interest in an olefins production facility in Geismar, La., along with a refinery grade propylene splitter and pipelines in the Gulf Coast region. This segment also 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 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 adjusted EBITDA of $33 million for second quarter 2015, compared with $168 million for second quarter 2014. Geismar contributed approximately $50 million of olefins margins for the second quarter of 2015. Second quarter 2014 adjusted EBITDA included $138 million of assumed business interruption insurance proceeds. Additionally, second quarter 2015 adjusted EBITDA included lower commodity-related margins at the Canadian operations and higher operating expenses related to the Geismar plant ramp-up.

Year-to-date 2015, NGL & Petchem Services reported adjusted EBITDA of $40 million, compared with $404 million for the same period last year. Year-to-date 2014 results include $311 million in assumed business interruption insurance proceeds related to the 2013 incident at the Geismar plant.

The Geismar plant ramped up in the second quarter of 2015 and the expanded plant is now online.

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 58.4-percent equity investment in Caiman Energy II. Caiman Energy II owns a 50 percent interest in Blue Racer Midstream. 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 EBITDA of $92 million for second quarter 2015, compared with $76 million for second quarter 2014. The improved results are due primarily to a $33 million increase in fee-based revenues driven primarily by higher fee-based volumes and incremental new services at Ohio Valley Midstream. Volumes at Susquehanna Supply Hub were flat versus second quarter 2014 as a result of price-related production curtailments in 2015.

Year-to-date 2015, Northeast G&P reported adjusted EBITDA of $192 million, compared with $130 million for the same period last year. The year-to-date results were driven primarily by the same factors that drove the quarterly results.

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.

 

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West reported adjusted EBITDA of $150 million for second quarter 2015, compared with $205 million for second quarter 2014. Lower adjusted EBITDA for the quarter was due primarily to $31 million lower NGL margins from lower NGL prices.

Year-to-date 2015, West reported adjusted EBITDA of $312 million, compared with $417 million for the same period last year. Lower adjusted EBITDA for the year-to-date period was due primarily to nearly $80 million lower product margins and $27 million higher operating and maintenance expenses driven by the addition of the Niobrara operations from the Access Midstream merger.

Proposed Acquisition of Williams Partners by Williams

As previously announced on May 13, 2015, Williams and Williams Partners have signed a definitive agreement under which Williams will acquire all of the public outstanding common units of Williams Partners in an all stock-for-unit transaction at a 1.115 ratio of Williams common shares per unit of Williams Partners. Subsequently, on June 21, 2015, Williams publicly announced that it had received and rejected an unsolicited proposal for Williams to be acquired in an all-equity transaction. The unsolicited proposal was contingent on the termination of the proposed acquisition of Williams Partners by Williams. Williams’ board of directors has authorized a process to explore a range of strategic alternatives, which could include, among other things, a merger, a sale of Williams, or continuing to pursue Williams’ existing operating and growth plan. Williams has indicated that it expects any shareholder vote seeking approval of the proposed acquisition of Williams Partners by Williams to occur after its ongoing review of strategic alternatives is completed.

Guidance

Williams Partners’ guidance has been discontinued as a result of the merger agreement between Williams and Williams Partners and Williams’ strategic alternatives process. Williams’ guidance is provided in the earnings news release issued today by Williams.

Second-Quarter Materials to be Posted Shortly, Live Webcast Scheduled for Tomorrow

Williams Partners’ second-quarter 2015 financial results will be posted shortly at www.williams.com. The information will include the data book and analyst package.

Williams Partners and Williams will jointly host a conference call and live webcast on Thursday, July 30, at 9:30 a.m. EDT. A limited number of phone lines will be available at (888) 297-0360. International callers should dial (719) 457-2603. 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.

Form 10-Q

The partnership plans to file its second-quarter 2015 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 news release may include certain financial measures – adjusted EBITDA, 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.

Our segment performance measure, modified EBITDA, is defined as net income (loss) before income tax expense, net interest expense, equity earnings from equity-method investments, other net investing income, depreciation and amortization expense, and accretion expense associated with asset retirement obligations for nonregulated operations. We also add our proportional ownership share (based on ownership interest) of modified EBITDA of equity investments.

 

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Adjusted EBITDA further 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. Management believes these measures provide investors meaningful insight into results from ongoing operations.

We define distributable cash flow as adjusted EBITDA less maintenance capital expenditures, cash portion of interest expense, income attributable to noncontrolling interests and cash income taxes, plus WPZ restricted stock unit non-cash compensation and certain other adjustments that management believes affects the comparability of results. Adjustments for maintenance capital expenditures and cash portion of interest expense include our proportionate share of these items of our equity-method investments.

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 news 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 EBITDA 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 Partners

Williams Partners (NYSE: WPZ) is an industry-leading, large-cap natural gas infrastructure master limited partnership with a strong growth outlook and major positions in key U.S. supply basins and also in Canada. Williams Partners has operations across the natural gas value chain from gathering, processing and interstate transportation of natural gas and natural gas liquids to petchem production of ethylene, propylene and other olefins. Williams Partners owns and operates more than 33,000 miles of pipelines system wide – including the nation’s largest volume and fastest growing pipeline – providing natural gas for clean-power generation, heating and industrial use. Williams Partners’ operations touch approximately 30 percent of U.S. natural gas. Tulsa, Okla.-based Williams (NYSE: WMB), a premier provider of large-scale North American natural gas infrastructure, owns 60 percent of Williams Partners, including all of the 2 percent general-partner interest. www.williams.com

Forward-Looking Statements

The reports, filings, and other public announcements of 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. 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,” “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:

 

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Expected levels of our cash distributions with respect to general partner interests, incentive distribution rights, and limited partner interests;

 

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The status, expected timing, and expected outcome of the proposed acquisition by The Williams Companies, Inc. (Williams) of our publicly held outstanding common units in exchange for shares of Williams’ common stock (Public Unit Exchange);

 

•

The status, expected timing, and expected outcome of the unsolicited proposal for Williams to be acquired in an all-equity transaction (Unsolicited Proposal) and the Williams Board of Directors’ exploration of strategic alternatives;

 

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Our and Williams’ future credit ratings;

 

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Amounts and nature of future capital expenditures;

 

•

Expansion and growth of our business and operations;

 

•

Financial condition and liquidity;

 

•

Business strategy;

 

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Cash flow from operations or results of operations;

 

•

Seasonality of certain business components;

 

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

 

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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 news release. 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:

 

•

Satisfaction of the conditions to the completion of the Public Unit Exchange, including receipt of the approval of Williams’ stockholders;

 

•

The results of Williams Board of Directors’ ongoing review of strategic alternatives;

 

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

 

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

 

•

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);

 

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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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The 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 developmental hazards and unforeseen interruptions;

 

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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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Williams’ costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;

 

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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 risk of our customers and counterparties;

 

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Risks related to financing, including restrictions stemming from debt agreements, future changes in our credit ratings as determined by nationally-recognized credit rating agencies 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;

 

•

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

 

•

Acts of terrorism, including cybersecurity threats and related disruptions;

 

•

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 presentation. 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 our annual report on Form 10-K filed with the SEC on Feb. 25, 2015, and each of our quarterly reports on Form 10-Q available from our office or from our website at www.williams.com.

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Financial Highlights and Operating Statistics

(UNAUDITED)

Final

June 30, 2015

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Williams Partners L.P.

Reconciliation of Non-GAAP Measures

(UNAUDITED)

 

		2014																				2015
(Dollars in millions, except coverage ratios)		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Year				1st Qtr				2nd Qtr				Year
Williams Partners L.P.
Reconciliation of GAAP “Net Income” to Non-GAAP “Modified EBITDA”, “Adjusted EBITDA”, and “Distributable cash flow”
Net income		$	352			$	223			$	247			$	462			$	1,284			$	112			$	332			$	444
Provision (benefit) for income taxes			8				5				10				6				29				3				—				3
Interest expense			106				126				154				176				562				192				203				395
Equity (earnings) losses			(23	)			(32	)			(85	)			(88	)			(228	)			(51	)			(93	)			(144	)
Other investing (income) loss			—				(1	)			—				(1	)			(2	)			(1	)			—				(1	)
Proportional Modified EBITDA of equity-method investments			54				62				150				165				431				136				183				319
Depreciation and amortization expenses			208				207				364				372				1,151				419				419				838
Accretion for asset retirement obligations associated with nonregulated operations			3				6				3				5				17				7				9				16
Modified EBITDA			708				596				843				1,097				3,244				817				1,053				1,870
Adjustments
Estimated minimum volume commitments			—				—				47				(114	)			(67	)			55				55				110
Acquisition-related expenses			—				2				13				1				16				—				—				—
Merger and transition related expenses			—				—				11				30				41				32				14				46
Share of impairment at equity-method investment			—				—				—				—				—				8				1				9
Geismar Incident adjustment for insurance and timing			54				96				—				(71	)			79				—				(126	)			(126	)
Loss related to Geismar Incident			—				—				5				5				10				1				1				2
Impairment of certain assets			—				17				—				35				52				3				24				27
Contingency loss (gain), net of legal costs			—				—				—				(143	)			(143	)			—				—				—
Net gain related to partial acreage dedication release			—				—				(12	)			—				(12	)			—				—				—
Loss related to compressor station fire			6				—				—				—				6				—				—				—
Loss related to Opal incident			—				6				—				2				8				1				—				1
Loss on sale of equipment			—				—				—				7				7				—				—				—
Gain on extinguishment of debt			—				—				—				—				—				—				(14	)			(14	)
Total EBITDA adjustments			60				121				64				(248	)			(3	)			100				(45	)			55
Adjusted EBITDA		$	768			$	717			$	907			$	849			$	3,241				917				1,008				1,925
Maintenance capital expenditures (1)																							(54	)			(80	)			(134	)
Interest expense (cash portion) (2)																							(204	)			(207	)			(411	)
Cash taxes																							(1	)			—				(1	)
Income attributable to noncontrolling interests																							(23	)			(32	)			(55	)
WPZ restricted stock unit non-cash compensation																							7				6				13
Plymouth incident adjustment																							4				6				10
Distributable cash flow attributable to Partnership Operations																							646				701				1,347
Total cash distributed																						$	725			$	723			$	1,448
Coverage ratios:
Distributable cash flow attributable to partnership operations divided by Total cash distributed																							0.89				0.97				0.93
Net income divided by Total cash distributed																							0.15				0.46				0.31

 

Notes:		(1)		Includes proportionate share of maintenance capital expenditures of equity investments.
		(2)		Includes proportionate share of interest expense of equity investments.

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Williams Partners L.P.

Reconciliation of Non-GAAP “Modified EBITDA” to Non-GAAP “Adjusted EBITDA”

(UNAUDITED)

 

		2014																				2015
(Dollars in millions)		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Year				1st Qtr				2nd Qtr				Year
Modified EBITDA:
Access Midstream		$	—			$	(2	)		$	254			$	390			$	642			$	228			$	273			$	501
Northeast G&P			48				59				80				208				395				90				70				160
Atlantic-Gulf			266				270				271				258				1,065				335				389				724
West			212				199				224				188				823				161				150				311
NGL & Petchem Services			182				72				17				53				324				6				158				164
Other			—				(2	)			(3	)			—				(5	)			(3	)			13				10
Total Modified EBITDA		$	708			$	596			$	843			$	1,097			$	3,244			$	817			$	1,053			$	1,870
Adjustments:
Access Midstream
Acquisition-related expenses		$	—			$	2			$	13			$	1			$	16			$	—				—				—
Merger and transition costs			—				—				8				29				37				30				14				44
Loss on sale of equipment			—				—				—				7				7				—				—				—
Impairment of certain assets			—				—				—				12				12				1				3				4
Estimated minimum volume commitments			—				—				47				(114	)			(67	)			55				55				110
Total Access Midstream adjustments			—				2				68				(65	)			5				86				72				158
Northeast G&P
Share of impairment at equity-method investment			—				—				—				—				—				8				1				9
Contingency (gain) loss, net of legal costs			—				—				—				(143	)			(143	)			—				—				—
Loss related to compressor station fire			6				—				—				—				6				—				—				—
Net gain related to partial acreage dedication release			—				—				(12	)			—				(12	)			—				—				—
Impairment of certain assets			—				17				—				13				30				2				21				23
Total Northeast G&P adjustments			6				17				(12	)			(130	)			(119	)			10				22				32
Atlantic-Gulf
Impairment of certain equipment			—				—				—				10				10				—				—				—
Total Atlantic-Gulf adjustments			—				—				—				10				10				—				—				—
West
Loss related to Opal incident			—				6				—				2				8				1				—				1
Total West adjustments			—				6				—				2				8				1				—				1
NGL & Petchem Services
Loss related to Geismar Incident			—				—				5				5				10				1				1				2
Geismar Incident adjustment for insurance and timing			54				96				—				(71	)			79				—				(126	)			(126	)
Total NGL & Petchem Services adjustments			54				96				5				(66	)			89				1				(125	)			(124	)
Other
WPZ conflicts committee costs associated with merger			—				—				3				1				4				—				—				—
Other merger and transition costs			—				—				—				—				—				2				—				2
Gain on extinguishment of debt			—				—				—				—				—				—				(14	)			(14	)
Total Other adjustments			—				—				3				1				4				2				(14	)			(12	)
Total Adjustments		$	60			$	121			$	64			$	(248	)		$	(3	)		$	100			$	(45	)		$	55
Adjusted EBITDA:
Access Midstream		$	—			$	—			$	322			$	325			$	647			$	314			$	345			$	659
Northeast G&P			54				76				68				78				276				100				92				192
Atlantic-Gulf			266				270				271				268				1,075				335				389				724
West			212				205				224				190				831				162				150				312
NGL & Petchem Services			236				168				22				(13	)			413				7				33				40
Other			—				(2	)			—				1				(1	)			(1	)			(1	)			(2	)
Total Adjusted EBITDA		$	768			$	717			$	907			$	849			$	3,241			$	917			$	1,008			$	1,925

---

Williams Partners L.P.

Consolidated Statement of Income

(UNAUDITED)

 

		2014																				2015
(Dollars in millions, except per-unit amounts)		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Year				1st Qtr				2nd Qtr				Year
Revenues:
Service revenues		$	763			$	763			$	1,066			$	1,296			$	3,888			$	1,192			$	1,231			$	2,423
Product sales			930				853				942				796				3,521				519				599				1,118
Total revenues			1,693				1,616				2,008				2,092				7,409				1,711				1,830				3,541
Costs and expenses:
Product costs			769				724				807				716				3,016				463				494				957
Operating and maintenance expenses			248				251				354				424				1,277				380				431				811
Depreciation and amortization expenses			208				207				364				372				1,151				419				419				838
Selling, general, and administrative expenses			130				134				168				201				633				193				164				357
Net insurance recoveries—Geismar Incident			(119	)			(42	)			—				(71	)			(232	)			—				(126	)			(126	)
Other (income) expense—net			17				27				3				(92	)			(45	)			17				38				55
Total costs and expenses			1,253				1,301				1,696				1,550				5,800				1,472				1,420				2,892
Operating income			440				315				312				542				1,609				239				410				649
Equity earnings (losses)			23				32				85				88				228				51				93				144
Other investing income (loss)—net			—				1				—				1				2				1				—				1
Interest incurred			(131	)			(151	)			(200	)			(201	)			(683	)			(209	)			(215	)			(424	)
Interest capitalized			25				25				46				25				121				17				12				29
Other income (expense)—net			3				6				14				13				36				16				32				48
Income before income taxes			360				228				257				468				1,313				115				332				447
Provision (benefit) for income taxes			8				5				10				6				29				3				—				3
Net income			352				223				247				462				1,284				112				332				444
Less: Net income attributable to noncontrolling interests			—				2				14				80				96				23				32				55
Net income attributable to controlling interests		$	352			$	221			$	233			$	382			$	1,188			$	89			$	300			$	389
Allocation of net income (loss) for calculation of earnings per common unit:
Net income attributable to controlling interests		$	352			$	221			$	233			$	382			$	1,188			$	89			$	300			$	389
Allocation of net income (loss) to general partner			180				156				187				233				756				195				216				411
Allocation of net income (loss) to Class B units [1]			—				—				—				—				—				(2	)			1				(1	)
Allocation of net income (loss) to Class D units			14				18				17				24				73				68				—				68
Allocation of net income (loss) to common units		$	158			$	47			$	29			$	125			$	359			$	(172	)		$	83			$	(89	)
Diluted earnings per common unit:
Net income (loss) per common unit [1]		$	.44			$	.13			$	.08			$	.35			$	.99			$	(.34	)		$	.14			$	(.16	)
Weighted average number of common units outstanding (thousands)			361,620				361,620				362,064				362,556				361,968				507,001			$	587,088			$	547,069
Cash distributions per common unit		$	.9045			$	.9165			$	.9285			$	.8500			$	3.5995			$	.8500			$	.8500			$	1.7000

 

[1]:	The sum for the quarters may not equal the total for the year due to timing of unit issuances.

 

 

 

 

 

 

 

 

 

---

Williams Partners L.P.

Access Midstream

(UNAUDITED)

 

		2014																				2015
(Dollars in millions)		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Year				1st Qtr				2nd Qtr				Year
Revenues:
Service revenues:
Nonregulated gathering & processing fee-based revenue		$	—			$	—			$	292			$	473			$	765			$	299			$	336			$	635
Segment costs and expenses:
Operating and maintenance expense			—				—				82				111				193				93				118				211
Selling, general, and administrative			—				2				37				46				85				57				34				91
Other (income) expense—net			—				—				3				20				23				1				3				4
Total segment costs and expenses			—				2				122				177				301				151				155				306
Proportional Modified EBITDA of equity-method investments			—				—				84				94				178				80				92				172
Modified EBITDA			—				(2	)			254				390				642				228				273				501
Adjustments			—				2				68				(65	)			5				86				72				158
Adjusted EBITDA		$	—			$	—			$	322			$	325			$	647			$	314			$	345			$	659
Distributions received		$	31			$	33			$	78			$	83			$	225			$	—			$	—			$	—
Operating statistics
Throughput, bcf per day (1)
Barnett shale											.876				.853				.865				.812				.804				.808
Eagle Ford shale											.348				.376				.362				.388				.377				.383
Haynesville shale											.714				.802				.758				.971				1.085				1.029
Marcellus shale											1.193				1.272				1.233				1.232				1.273				1.253
Utica shale											.418				.484				.451				.513				.606				.560
Mid-Continent											.554				.537				.545				.506				.515				.510
Total throughput											4.103				4.324				4.214				4.422				4.660				4.543

 

(1)	Throughput in all regions represents the net throughput allocated to the Partnership’s interest.

---

Williams Partners L.P.

Northeast G&P

(UNAUDITED)

 

		2014																				2015
(Dollars in millions)		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Year				1st Qtr				2nd Qtr				Year
Revenues:
Service revenues:
Nonregulated gathering and processing fee-based revenue		$	93			$	95			$	103			$	117			$	408			$	131			$	119			$	250
Other fee revenues			6				12				11				15				44				11				21				32
Product sales:
NGL sales from gas processing			2				2				2				3				9				2				3				5
Marketing sales			58				35				66				62				221				36				32				68
Other sales			—				—				—				—				—				—				—				—
			159				144				182				197				682				180				175				355
Intrasegment eliminations			—				—				—				(1	)			(1	)			—				—				—
Total revenues			159				144				182				196				681				180				175				355
Segment costs and expenses:
NGL cost of goods sold			1				—				—				(1	)			—				1				1				2
Marketing cost of goods sold			57				37				65				62				221				36				32				68
Other segment costs and expenses			62				67				48				(59	)			118				60				87				147
Intrasegment eliminations			—				—				—				(1	)			(1	)			—				—				—
Total segment costs and expenses			120				104				113				1				338				97				120				217
Proportional Modified EBITDA of equity-method investments			9				19				11				13				52				7				15				22
Modified EBITDA			48				59				80				208				395				90				70				160
Adjustments			6				17				(12	)			(130	)			(119	)			10				22				32
Adjusted EBITDA		$	54			$	76			$	68			$	78			$	276			$	100			$	92			$	192
Operating statistics
Gathering and Processing**
Gathering volumes (Tbtu)			179				189				193				227				788				236				206				442
Plant inlet natural gas volumes (Tbtu)			29				27				30				32				118				34				42				76
Ethane equity sales (million gallons)			—				—				—				3				3				4				11				15
Non-ethane equity sales (million gallons)			2				1				3				2				8				2				3				5
NGL equity sales (million gallons)			2				1				3				5				11				6				14				20
Ethane production (million gallons)			1				1				1				30				33				4				43				47
Non-ethane production (million gallons)			38				37				42				40				157				45				56				101
NGL production (million gallons)			39				38				43				70				190				49				99				148
Laurel Mountain Midstream LLC (equity investment) - 100%
Gathering volumes (Tbtu)			34				36				38				40				148				40				40				80

 

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

---

Williams Partners L.P.

Atlantic-Gulf

(UNAUDITED)

 

		2014																				2015
(Dollars in millions)		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Year				1st Qtr				2nd Qtr				Year
Revenues:
Service revenues:
Nonregulated gathering & processing fee-based revenue		$	35			$	41			$	40			$	58			$	174			$	95			$	106			$	201
Regulated transportation revenue			288				274				277				291				1,130				308				312				620
Other fee revenues			30				28				28				26				112				29				29				58
Product sales:
NGL sales from gas processing			20				25				19				14				78				11				7				18
Marketing sales			171				162				171				139				643				87				80				167
Other sales			1				1				2				(1	)			3				—				1				1
Tracked revenues:			53				40				52				62				207				49				56				105
			598				571				589				589				2,347				579				591				1,170
Intrasegment eliminations			2				2				1				2				7				—				—				—
Total revenues			600				573				590				591				2,354				579				591				1,170
Segment costs and expenses:
NGL cost of goods sold			6				5				5				5				21				4				2				6
Marketing cost of goods sold			171				162				171				140				644				87				80				167
Other segment costs and expenses			137				128				133				164				562				142				131				273
Tracked costs			53				40				52				62				207				49				56				105
Intrasegment eliminations			2				2				1				1				6				—				—				—
Total segment costs and expenses			369				337				362				372				1,440				282				269				551
Proportional Modified EBITDA of equity-method investments			35				34				43				39				151				38				67				105
Modifed EBITDA			266				270				271				258				1,065				335				389				724
Adjustments			—				—				—				10				10				—				—				—
Adjusted EBITDA		$	266			$	270			$	271			$	268			$	1,075			$	335			$	389			$	724
Operating statistics
Gathering and Processing*
Gathering volumes (Tbtu)			28				31				30				27				116				34				38				72
Plant inlet natural gas volumes (Tbtu)			60				72				73				73				278				72				64				136
Ethane equity sales (million gallons)			2				6				8				2				18				11				2				13
Non-ethane equity sales (million gallons)			12				18				13				13				56				15				12				27
NGL equity sales (million gallons)			14				24				21				15				74				26				14				40
Ethane margin ($/gallon)		$	.46			$	.23			$	.14			$	(.03	)		$	.18			$	.04			$	(0.07	)		$	0.03
Non-ethane margin ($/gallon)		$	1.10			$	1.04			$	1.00			$	.69			$	.96			$	.43			$	0.49			$	0.46
NGL margin ($/gallon)		$	1.02			$	.82			$	.68			$	.59			$	.77			$	.26			$	0.41			$	0.31
Ethane production (million gallons)			45				57				60				59				221				38				33				71
Non-ethane production (million gallons)			71				87				92				93				343				94				87				181
NGL production (million gallons)			116				144				152				152				564				132				120				252
Discovery Producer Services LLC (equity investment) - 100%
Gathering volumes (Tbtu)			21				26				32				33				112				35				61				96
NGL equity sales (million gallons)			10				10				18				15				53				17				16				33
NGL production (million gallons)			47				54				65				61				227				62				79				141
Transcontinental Gas Pipe Line
Throughput (Tbtu)			949.2				796.8				821.3				887.3				3,454.6				1,005.1				784.9				1,790.0
Avg. daily transportation volumes (Tbtu)			10.5				8.8				8.9				9.6				9.5				11.2				8.6				9.9
Avg. daily firm reserved capacity (Tbtu)			9.6				9.4				9.5				9.9				9.6				10.5				11.0				10.7

 

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

---

Williams Partners L.P.

West

(UNAUDITED)

 

		2014																				2015
(Dollars in millions)		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Year				1st Qtr				2nd Qtr				Year
Revenues:
Service revenues:
Nonregulated gathering & processing fee-based revenue		$	132			$	141			$	144			$	143			$	560			$	138			$	138			$	276
Regulated transportation revenue			116				112				113				117				458				116				113				229
Other fee revenues			8				8				8				8				32				8				7				15
Product sales:
NGL sales from gas processing			103				95				116				88				402				48				49				97
Marketing sales			30				28				29				20				107				10				15				25
Other sales			12				9				10				6				37				6				4				10
Tracked revenues			—				1				—				—				1				—				—				—
			401				394				420				382				1,597				326				326				652
Intrasegment eliminations			—				(1	)			—				—				(1	)			—				—				—
Total revenues			401				393				420				382				1,596				326				326				652
Segment costs and expenses:
NGL cost of goods sold			38				35				41				33				147				23				20				43
Marketing cost of goods sold			30				27				29				19				105				10				15				25
Other cost of goods sold			4				6				4				4				18				3				2				5
Other segment costs and expenses			117				126				122				138				503				129				139				268
Tracked costs			—				1				—				—				1				—				—				—
Intrasegment eliminations			—				(1	)			—				—				(1	)			—				—				—
Total segment costs and expenses			189				194				196				194				773				165				176				341
Proportional Modified EBITDA of equity-method investments			—				—				—				—				—				—				—				—
Modifed EBITDA			212				199				224				188				823				161				150				311
Adjustments			—				6				—				2				8				1				—				1
Adjusted EBITDA		$	212			$	205			$	224			$	190			$	831			$	162			$	150			$	312
Operating statistics
Gathering and Processing
Gathering volumes (Tbtu)*			229				230				245				242				946				232				231				463
Plant inlet natural gas volumes (Tbtu)			249				246				267				261				1,023				258				258				516
Ethane equity sales (million gallons)			4				5				7				4				20				2				4				6
Non-ethane equity sales (million gallons)			69				71				90				80				310				74				76				150
NGL equity sales (million gallons)			73				76				97				84				330				76				80				156
Ethane margin ($/gallon)			.12				.22				.21				.17				.19				.39				.14				.22
Non-ethane margin ($/gallon)			.94				.84				.81				.66				.81				.34				.37				.35
NGL margin ($/gallon)			.89				.80				.77				.64				.77				.34				.35				.35
Ethane production (million gallons)			60				86				64				40				250				33				40				73
Non-ethane production (million gallons)			233				232				255				245				965				239				248				487
NGL production (million gallons)			293				318				319				285				1,215				272				288				560
Northwest Pipeline LLC
Throughput (Tbtu)			192.4				141.3				156.7				196.6				687.0				202.7				183.0				385.7
Avg. daily transportation volumes (Tbtu)			2.1				1.6				1.7				2.1				1.9				2.3				2.0				2.1
Avg. daily firm reserved capacity (Tbtu)			3.0				3.0				3.0				3.0				3.0				3.0				3.0				3.0

 

*	Recast due to the merger between Williams Partners L.P. and Access Midstream Partners, L.P to include the former ACMP Niobrara gathering operations.

---

Williams Partners L.P.

NGL & Petchem Services

(UNAUDITED)

 

		2014																				2015
(Dollars in millions)		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Year				1st Qtr				2nd Qtr				Year
Revenues:
Service revenue:
Nonregulated gathering & processing fee-based revenue		$	7			$	7			$	7			$	7			$	28			$	7			$	10			$	17
Other fee-based revenues			33				33				33				35				134				41				42				83
Product sales:
NGL sales from gas processing			54				32				31				41				158				28				18				46
Olefin sales			79				96				73				93				341				71				162				233
Marketing sales			698				680				748				589				2,715				378				372				750
Other sales			11				11				8				5				35				4				4				8
			882				859				900				770				3,411				529				608				1,137
Intrasegment eliminations			(77	)			(76	)			(72	)			(74	)			(299	)			(54	)			(61	)			(115	)
Total revenues			805				783				828				696				3,112				475				547				1,022
Segment costs and expenses:
NGL cost of goods sold			28				20				19				23				90				19				16				35
Olefins cost of goods sold			51				69				46				65				231				62				101				163
Marketing cost of goods sold			684				681				752				629				2,746				381				376				757
Other cost of goods sold			12				10				8				7				37				6				4				10
Net insurance recoveries—Geismar Incident			(119	)			(42	)			—				(71	)			(232	)			—				(126	)			(126	)
Other segment costs and expenses			54				58				69				84				265				66				88				154
Intrasegment eliminations			(77	)			(76	)			(72	)			(74	)			(299	)			(54	)			(61	)			(115	)
Total segment costs and expenses			633				720				822				663				2,838				480				398				878
Proportional Modified EBITDA of equity-method investments			10				9				11				20				50				11				9				20
Modified EBITDA			182				72				17				53				324				6				158				164
Adjustments			54				96				5				(66	)			89				1				(125	)			(124	)
Adjusted EBITDA		$	236			$	168			$	22			$	(13	)		$	413			$	7			$	33			$	40
Operating statistics
Ethane equity sales (million gallons)			27				28				28				33				116				36				33				69
Non-ethane equity sales (million gallons)			30				18				19				35				102				39				32				71
NGL equity sales (million gallons)			57				46				47				68				218				75				65				140
Ethane production (million gallons)			29				29				29				34				121				36				33				69
Non-ethane production (million gallons)			30				28				28				31				117				31				27				58
NGL production (million gallons)			59				57				57				65				238				67				60				127
Petrochemical Services
Geismar ethylene sales volumes (million lbs)			—				—				—				—				—				2				213				215
Geismar ethylene margin ($/lb)		$	—			$	—			$	—			$	—			$	—			$	—			$	0.21				0.21
Canadian propylene sales volumes (millions lbs)			32				34				34				43				143				39				38				77
Canadian alky feedstock sales volumes (million gallons)			7				7				6				7				27				7				6				13
Overland Pass Pipeline Company LLC (equity investment)—100%
NGL Transportation volumes (Mbbls)			8,612				8,926				9,482				10,118				37,138				10,845				13,860				24,705

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Williams Partners L.P.

Capital Expenditures and Investments

(UNAUDITED)

 

		2014																				2015
(Dollars in millions)		1st Qtr				2nd Qtr				3rd Qtr				4th Qtr				Year				1st Qtr				2nd Qtr				Year
Capital expenditures:
Access Midstream		$	—			$	—			$	165			$	133			$	298			$	133			$	109			$	242
Northeast G&P			359				291				288				253				1,191				115			$	114				229
Atlantic-Gulf			180				412				319				387				1,298				361				384				745
West			22				27				120				100				269				50				52				102
NGL & Petchem Services			161				211				136				120				628				75				55				130
Other			2				2				1				3				8				1				1				2
Total*		$	724			$	943			$	1,029			$	996			$	3,692			$	735			$	715			$	1,450
Purchase of businesses:
Access Midstream		$	—			$	—			$	—			$	—			$	—			$	—			$	112			$	112
NGL & Petchem Services**			25				31				—				(56	)			—				—				—				—
Total		$	25			$	31			$	—			$	(56	)		$	—			$	—			$	112			$	112
Purchase of investments:
Access Midstream		$	—			$	—			$	65			$	105			$	170			$	50			$	393			$	443
Northeast G&P			163				6				12				7				188				10				5				15
Atlantic-Gulf			51				9				21				25				106				20				—				20
NGL & Petchem Services			1				1				1				1				4				3				2				5
Total			$215				$16				$99				$138				$468				$83				$400				$483
Summary:
Access Midstream		$	—			$	—			$	230			$	238			$	468			$	183			$	614			$	797
Northeast G&P			522				297				300				260				1,379				125				119				244
Atlantic-Gulf			231				421				340				412				1,404				381				384				765
West			22				27				120				100				269				50				52				102
NGL & Petchem Services			187				243				137				65				632				78				57				135
Other			2				2				1				3				8				1				1				2
Total		$	964			$	990			$	1,128			$	1,078			$	4,160			$	818			$	1,227			$	2,045
Capital expenditures incurred, purchase of businesses, and purchase of investments:
Increases to property, plant, and equipment		$	769			$	867			$	1,017			$	918			$	3,571			$	645			$	731			$	1,376
Purchase of businesses			25				31				—				(56	)			—				—				112				112
Purchase of investments			215				16				99				138				468				83				400				483
Total		$	1,009			$	914			$	1,116			$	1,000			$	4,039			$	728			$	1,243			$	1,971
*Increases to property, plant, and equipment		$	769			$	867			$	1,017			$	918			$	3,571			$	645			$	731			$	1,376
Changes in related accounts payable and accrued liabilities			(45	)			76				12				78				121				90				(16	)			74
Capital expenditures		$	724			$	943			$	1,029			$	996			$	3,692			$	735			$	715			$	1,450

 

**	These amounts relate to adjustments from the acquisition of certain Canadian operations from a subsidiary of Williams.