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Williams Reports Year-End 2014 Financial Results, Updates Guidance

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Williams (NYSE:WMB) today announced unaudited 2014 financial results which includes pre-merger financial results of its two master limited partnerships (MLPs), Williams Partners L.P. and Access Midstream Partners, L.P. Effective Feb. 2, 2015, the two MLPs merged to form one leading, natural gas-focused MLP named Williams Partners L.P. (NYSE: WPZ).

Williams Summary Financial Information Full Year 4Q
Amounts in millions, except per-share amounts. Per share amounts are reported on a diluted basis. All amounts are attributable to The Williams Companies, Inc. 2014 2013 2014 2013
(Unaudited)
Total MLP Cash Distributions to Williams (1) $2,000 $1,553 $515 $445
Adjusted segment profit + DD&A (2) $3,320 $2,689 $944 $728
Adjusted income from continuing operations (2) $582 $559 $124 $148
Adjusted income from continuing operations per share (2) $0.80 $0.81 $0.16 $0.22
Net income $2,114 $430 $193 ($14 )
Net income per share $2.92 $0.62 $0.26 ($0.02 )

(1) The quarterly cash distributions in this table are declared and received in the following quarter.

(2) Schedules reconciling segment profit to adjusted segment profit + DD&A and income from continuing operations to adjusted income from continuing operations (non-GAAP measures) are available at www.williams.com and as an attachment to this news release.

Williams reported 2014 total MLP cash distributions from Williams Partners and Access Midstream Partners of $2 billion, a $447 million, or 29 percent, increase from total MLP cash distributions received for 2013. Quarterly cash distributions discussed in this news release are declared and received in the following quarter, as these distributions relate to the prior quarter’s cash flow.

For fourth quarter 2014, Williams reported total MLP cash distributions of $515 million, a $70 million, or 16 percent, increase from total MLP cash distributions for fourth quarter 2013. The fourth quarter cash distribution of $0.85 per unit for common unitholders of the merged MLP was paid on Feb. 13 to common unitholders of record at the close of business on Feb. 9.

Williams reported 2014 adjusted segment profit + DD&A of $3.32 billion, compared with $2.689 billion for 2013. The $631 million, or 23 percent, year-over-year growth in adjusted segment profit + DD&A was driven by a $632 million increase in adjusted segment profit + DD&A for Access Midstream.

For fourth quarter 2014, Williams reported $944 million in adjusted segment profit + DD&A, compared with $728 million in the fourth quarter 2013. The $216 million, or 30 percent, increase for the quarter was primarily driven by a $386 million increase in adjusted segment profit + DD&A for Access Midstream, partially offset by a $170 million decrease in adjusted segment profit + DD&A for Williams Partners. The variance in adjusted segment profit + DD&A for the year and the quarter are discussed in the Business Segment results shown below.

Williams reported 2014 adjusted income from continuing operations of $582 million, or $0.80 per share, compared with $559 million, or $0.81 per share, for 2013. Fourth quarter 2014 adjusted income from continuing operations was $124 million, or $0.16 per share, compared with $148 million, or $0.22 per share, for fourth quarter 2013. The variance in adjusted income for the full-year and quarterly periods was driven by the changes in adjusted segment profit + DD&A as described in the Business Segment results shown below, as well as higher net interest expense, including interest associated with the acquisition of Access Midstream Partners and the consolidation of Access Midstream Partners’ debt beginning in third quarter 2014.

Williams reported unaudited 2014 net income attributable to Williams of $2.114 billion, or $2.92 per share on a diluted basis, compared with 2013 net income of $430 million, or $0.62 per share on a diluted basis. Fourth quarter 2014 net income attributable to Williams was $193 million, or $0.26 per share on a diluted basis, compared with net loss of $14 million, or $0.02 per share on a diluted basis for fourth quarter 2013.

The $1.684 billion increase in net income attributable to Williams was primarily the result of a $2.5 billion non-cash pre-tax gain resulting from measuring our previous equity-method investment in Access Midstream Partners at fair value related to our acquisition. This gain has been adjusted out of the adjusted income from continuing operations measure previously discussed.

CEO Commentary

Alan Armstrong, Williams’ president and chief executive officer, made the following comments:

“Williams’ rapidly growing cash distributions from Williams Partners and Access Midstream Partners totaled $2 billion in 2014. With the two partnerships now merged into a leading large-cap MLP focused on natural gas infrastructure, we’re further positioned to take advantage of long-term natural gas demand growth for power generation, manufacturing and exports. We expect the new Williams Partners to generate approximately $4.5 billion of adjusted EBITDA in 2015 from a gross margin that is about 88 percent fee-based, the majority of which consists of contracts with demand payments, cost-of-service rates or minimum volume commitments.

“In the fourth quarter, Williams Partners’ fee-based revenues continued to grow and we began commissioning major new assets including Gulfstar One, Keathley Canyon Connector and our Geismar plant. These large-scale assets are ramping up in the first quarter of 2015 and are expected to deliver strong contributions for the balance of the year and beyond. However, the sharp decline in commodity prices, the delay in the startup of Geismar and higher costs associated with the commissioning of these large-scale assets, reduced our overall results.

“Over the next three years, we’re deploying 99 percent of Williams Partners’ planned $9 billion of growth capital toward fully-contracted, fee-based projects. As a result, we’re confident in our ability to deliver one of the highest rates of distribution growth amongst our large-cap peers, despite lower commodity prices.”

Business Segment Results

Williams’ business segments for 2014 financial reporting include results for pre-merger Williams Partners, pre-merger Access Midstream and Williams NGL & Petchem Services.

Prior to July 1, 2014, the Access Midstream segment included Williams’ equity earnings from its 50-percent interest in privately held Access Midstream Partners GP, L.L.C. and an approximate 23-percent limited-partner interest in Access Midstream Partners, L.P. As a result of our acquisition of additional ownership interests, periods after July 1, 2014 include the consolidated results of Access Midstream Partners.

Following the dropdown of certain of Williams’ Canadian assets to Williams Partners in February 2014, Williams NGL & Petchem Services segment is comprised of projects in various stages of development, including the offgas processor for the CNRL’s Horizon upgrader plant as well as petchem projects on the Gulf Coast. Prior period segment results have been recast to reflect our contribution of certain Canadian assets to Williams Partners.

Williams Full-Year 2014 Full-Year 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*

Williams Partners $ 1,743 ($12 ) $ 1,731 $ 2,586 $ 1,677 $ 121 $ 1,798 $ 2,589
Access Midstream 2,803 (2,453 ) 350 725 61 (31 ) 30 93
Williams NGL & Petchem (1) (115 ) 95 (20 ) (20 ) (32 ) 20 (12 ) (12 )
Other 4 0 4 29 (5 ) 0 (5 ) 19
Total $ 4,435 ($2,370 ) $ 2,065 $ 3,320 $ 1,701 $ 110 $ 1,811 $ 2,689
4Q 2014 4Q 2013

Segment
Profit

Adj.**

Adj.
Segment
Profit*

Adj. Segment
Profit +
DD&A*

Segment
Profit

Adj.**

Adj.
Segment
Profit*

Adj. Segment
Profit +
DD&A*

Williams Partners $ 474 ($184 ) $ 290 $ 521 $ 345 $ 143 $ 488 $ 691
Access Midstream 225 27 252 422 26 (5 ) 21 36
Williams NGL & Petchem (1) (4 ) (1 ) (5 ) (5 ) (25 ) 20 (5 ) (5 )
Other (1 ) 0 (1 ) 6 0 0 0 6
Total $ 694 ($158 ) $ 536 $ 944 $ 346 $ 158 $ 504 $ 728

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

**Adjustments for Williams Partners consist primarily of assumed business interruption insurance related to the Geismar plant and the removal of a contingency gain. Adjustments for Access Midstream consist primarily of the non-cash remeasurement gain related to the change from equity-method accounting to consolidated discussed in the body of this news release. Adjustments to Williams NGL & Petchem Services consist primarily of charges related to the canceled Bluegrass Pipeline project.

(1) Williams NGL & Petchem Services segment is comprised of projects in various stages of development, including the CNRL Horizon offgas processing project in Canada as well as NGL and petrochemical pipeline projects on the Gulf Coast.

Pre-Merger Williams Partners

Williams Partners is focused on natural gas and natural gas liquids (NGL) transportation, gathering, treating, processing and storage; NGL fractionation; olefins production; and crude oil transportation.

Williams Partners reported 2014 adjusted segment profit + DD&A of $2.586 billion, compared with $2.589 billion for 2013. The results include a $199 million increase in fee-based revenues, offset by $56 million lower Geismar results (including actual and assumed business interruption insurance proceeds of $123 million and $311 million for 2013 and 2014, respectively). Additionally, 2014 adjusted segment profit + DD&A was reduced by $181 million as a result of commodity price declines including $130 million lower NGL margins and $51 million primarily related to unfavorable inventory adjustments.

Fourth quarter 2014 adjusted segment profit + DD&A was $521 million, compared with $691 million for fourth quarter 2013. The decrease for the quarter was primarily due to $137 million lower Geismar results (including actual and assumed business interruption insurance proceeds of $108 million for fourth quarter 2013). The partnership estimates that adjusted segment profit + DD&A would have been approximately $160 million higher had the expanded Geismar plant been in operation during fourth quarter 2014. Additionally, a $55 million increase in fee-based revenues was more than offset by $88 million of commodity price declines, including $47 million primarily related to unfavorable inventory adjustments and $41 million lower NGL margins.

Pre-merger Williams Partners’ complete financial results for 2014 are provided in the year-end earnings news release issued today by the newly merged MLP.

Pre-Merger Access Midstream

Due primarily to Williams’ acquisition of additional ownership interests in and consolidation of Access Midstream as described above, 2014 adjusted segment profit + DD&A increased to $725 million, compared with $93 million for 2013. Similarly, for fourth quarter 2014, adjusted segment profit + DD&A increased to $422 million, compared with $36 million for fourth quarter 2013.

On a standalone basis, pre-merger Access Midstream’s 2014 adjusted EBITDA was $1.161 billion, an increase of $302 million, or 35.2 percent, compared to 2013 adjusted EBITDA of $859 million. Adjusted EBITDA for fourth quarter 2014 totaled $317 million, an increase of $76 million, or 31.5 percent, from fourth quarter 2013 adjusted EBITDA of $241 million.

Pre-merger Access Midstream’s complete financial results for 2014 are provided in the year-end earnings news release issued today by the newly merged MLP.

Guidance Updates

Earnings and cash flow guidance for Williams and the newly merged MLP, which is named Williams Partners, reflects the following key assumptions:

a. Substantially lower commodity price assumptions (see accompanying table)

b. Lower expected fee-based volumes in certain areas as a result of the lower commodity price environment

c. Our Geismar plant, which restarted in February 2015, will continue to ramp up to expanded capacity through March. Production during February and March is expected to be intermittent, resulting in limited financial contribution for the first quarter.

d. Deferral of the planned dropdown of Williams’ remaining NGL & Petchem Services projects in order to reduce Williams Partners’ near-term capital requirements

Updated guidance for Williams Partners’ 2015 common unit cash distributions is $3.40 with an annual growth rate of 7 percent to 11 percent through 2017 with growing coverage.

Based on Williams Partners’ updated cash distribution guidance, Williams is updating guidance for its expected dividends per share. Guidance for Williams’ 2015 cash dividend is $2.38 per share with an annual growth rate of 10 percent to 15 percent through 2017 with growing coverage.

Williams plans to utilize revolver borrowings to fund its NGL & Petchem segment growth capital totaling about $260 million in 2015. Williams’ financial guidance does not require any Williams’ equity financing. Williams’ current guidance assumes approximately $600 million of Williams Partners’ equity financing for 2015. We anticipate meeting these equity needs through Williams Partners’ at-the-market program. Additional Williams Partners’ financing needs are expected to be met primarily through issuance of long-term debt as well as revolver and commercial paper borrowings. The company expects to maintain investment-grade credit ratings for both Williams and Williams Partners.

Current guidance is provided in the following table:

Williams – Financial outlook and commodity price assumptions
2015 2016 2017
Low Mid High Low Mid High Low Mid High
Adjusted EBITDA (millions)
Williams Partners $4,300 $4,465 $4,630 $5,120 $5,315 $5,510 $5,750 $5,965 $6,180
Williams NGL & Petchem Services -$5 -$5 -$5 -$5 $5 $15 $20 $30 $40
Other $50 $50 $50 $55 $55 $55 $55 $55 $55
Total Adjusted EBITDA (1) $4,345 $4,510 $4,675 $5,170 $5,375 $5,580 $5,825 $6,050 $6,275
Capital & Investment Expenditures (millions)
Williams Partners Growth $3,250 $3,525 $3,800 $2,650 $2,925 $3,200 $2,550 $2,850 $3,150
Williams Partners Maintenance $430 $430 $430 $430 $430 $430 $430 $430 $430
Williams NGL & Petchem Growth $220 $260 $300 $155 $185 $215 $0 $0 $0
Williams NGL & Petchem Services Maintenance $0 $0 $0 $5 $5 $5 $5 $5 $5
Other $60 $60 $60 $60 $60 $60 $40 $40 $40
Total Capital & Investment Expenditures $3,960 $4,275 $4,590 $3,300 $3,605 $3,910 $3,025 $3,325 $3,625
Williams
Cash Available for Dividends (1) $1,875 $2,135 $2,525
Cash Dividends $1,785 $2,020 $2,290
Dividends per Share $2.38 $2.68 $3.01
Dividend Coverage Ratio (1) 1.05x 1.06x 1.10x
Williams Partners
Distributable Cash Flow (1) $2,845 $3,010 $3,175 $3,475 $3,675 $3,875 $3,960 $4,185 $4,410
Cash Distributions $3,010 $3,005 $2,995 $3,380 $3,440 $3,515 $3,770 $3,925 $4,090

Cash Distributions per LP Unit

$3.40 $3.40 $3.40 $3.64 $3.71 $3.78 $3.89 $4.04 $4.19
Cash Distribution Coverage Ratio (1) 0.95x 1.00x 1.06x 1.03x 1.07x 1.10x 1.05x 1.07x 1.08x
Pro Forma Cash Distribution Coverage Ratio (2) 1.05x NA NA
Commodity Price Assumptions
Crude Oil – WTI ($ per barrel) $45.00 $55.00 $65.00 $53.75 $65.00 $76.25 $57.50 $70.00 $82.50
Natural Gas – Henry Hub ($/MMBtu) $2.50 $3.00 $3.50 $2.75 $3.25 $3.75 $3.25 $3.75 $4.25
Composite NGL Barrel ($ per gallon) $0.360 $0.450 $0.520 $0.410 $0.490 $0.560 $0.460 $0.550 $0.620
Crack Spread ($ per pound) (3) $0.297 $0.350 $0.411 $0.323 $0.376 $0.443 $0.346 $0.395 $0.466
Ethylene spot – ($ per pound) $0.360 $0.430 $0.500 $0.395 $0.465 $0.540 $0.430 $0.500 $0.580
Ethane- ($ per gallon) $0.150 $0.190 $0.210 $0.170 $0.210 $0.230 $0.200 $0.250 $0.270
Propane ($ per gallon) $0.500 $0.600 $0.700 $0.550 $0.650 $0.750 $0.600 $0.700 $0.800
Propylene Spot ($ per pound) $0.405 $0.475 $0.545 $0.415 $0.485 $0.555 $0.430 $0.500 $0.570

(1) Adjusted EBITDA, distributable cash flow, cash distribution coverage ratio and cash available for dividends are non-GAAP measures. Reconciliations to the most relevant measures included in GAAP are attached to this news release.

(2) We estimate the 2015 cash distribution coverage ratio would have been approximately 1.05x, assuming Geismar, Keathley Canyon Connector and Gulfstar One were in service at expected capacity for full-year 2015.

(3) Crack spread is based on delivered U.S. Gulf Coast ethylene and Mont Belvieu ethane.

Year-End 2014 Materials to be Posted Shortly; Conference Call Scheduled for Tomorrow

Williams’ year-end 2014 financial results package will be posted shortly at www.williams.com. The package will include the data book and analyst package.

Williams and Williams Partners plan to jointly host a conference call and live webcast on Thursday, Feb. 19, at 9:30 a.m. EST. A limited number of phone lines will be available at (800) 768-6570. International callers should dial (785) 830-1942. 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-K

The company plans to file its 2014 Form 10-K with the Securities and Exchange Commission next week. Once filed, the document will be available on both the SEC and Williams’ websites.

Definitions and Non-GAAP Measures

This news release includes certain financial measures – adjusted EBITDA, adjusted segment profit and adjusted segment profit + DD&A, adjusted income from continuing operations (“earnings”), adjusted earnings per share, cash available for dividends, dividend coverage ratio, 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 the following definitions, depreciation and amortization (DD&A) includes amortization of basis differences related to equity-method investments.

Adjusted EBITDA is defined as net income (loss) before income tax expense, net interest expense, depreciation and amortization expense (including amortization of basis differences related to equity-method investments) and equity earnings from investments, adjusted for certain other items management believes affect the comparability of operating results. We also add our proportional ownership share of net income (loss) before income tax expense, net interest expense, depreciation and amortization expense of equity investments.

Adjusted income from continuing operations and 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 results from ongoing operations.

For Williams, cash available for dividends is defined as cash received from its ownership in MLPs, cash received (used) by its NGL & Petchem Services segment (other than cash for capital expenditures) less interest, taxes and maintenance capital expenditures associated with Williams and not the underlying MLPs. We also calculate the ratio of cash available for dividends to the total cash dividends paid (dividend coverage ratio). This measure reflects Williams’ cash available for dividends relative to its actual cash dividends paid.

For the newly merged MLP, Williams Partners L.P., we define distributable cash flow as adjusted EBITDA less maintenance capital expenditures, cash paid for interest expense, distributions to noncontrolling interests and cash income taxes.

For the newly merged MLP, 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 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, adjusted segment profit, adjusted segment profit + DD&A, adjusted income from continuing operations, cash available for dividends, 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 (NYSE:WMB) is a premier provider of large-scale infrastructure to connect North American natural gas and natural gas products to growing demand for cleaner fuel and feedstocks. Headquartered in Tulsa, Okla., Williams owns approximately 60 percent of Williams Partners L.P. (NYSE:WPZ) , including the general-partner interest. Williams Partners is an industry-leading, large-cap master limited partnership with 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. With substantial positions across top U.S. supply basins and also in Canada, Williams Partners owns and operates more than 33,000 miles of pipelines system wide – including the nation’s largest volume and fastest growing pipeline – moving approximately 20 percent of U.S. natural gas for clean-power generation, home heating and industrial use. www.williams.com

Forward-Looking Statements

The reports, filings, and other public announcements of The Williams Companies, Inc. (Williams) and Williams Partners L.P. (WPZ) may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. You typically can identify forward-looking statements by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “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:

  • Expected levels of cash distributions by WPZ with respect to general partner interests, incentive distribution rights, and limited partner interests;
  • The levels of dividends to Williams stockholders;
  • Future credit ratings of Williams and WPZ;
  • Amounts and nature of future capital expenditures;
  • Expansion and growth of our business and operations;
  • Financial condition and liquidity;
  • Business strategy;
  • Cash flow from operations or results of operations;
  • Seasonality of certain business components;
  • Natural gas, natural gas liquids, and olefins prices, supply, and demand; and
  • Demand for our 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 presentation. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:

  • Whether WPZ will produce sufficient cash flows to provide the level of cash distributions we expect;
  • Whether Williams is able to pay current and expected levels of dividends;
  • 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);
  • The strength and financial resources of our competitors and the effects of competition;
  • Whether we are able to successfully identify, evaluate and execute investment opportunities;
  • Our ability to acquire new businesses and assets and successfully integrate those operations and assets into our existing businesses as well as successfully expand our facilities;
  • Development of alternative energy sources;
  • The impact of operational and developmental hazards and unforeseen interruptions;
  • The ability to recover expected insurance proceeds related to the Geismar plant;
  • Costs of, changes in, or the results of laws, government regulations (including safety and environmental regulations), environmental liabilities, litigation, and rate proceedings;
  • Williams’ costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;
  • WPZ’s allocated costs for defined benefit pension plans and other postretirement benefit plans sponsored by its affiliates;
  • Changes in maintenance and construction costs;
  • Changes in the current geopolitical situation;
  • Our exposure to the credit risk of our customers and counterparties;
  • Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally-recognized credit rating agencies and the availability and cost of capital;
  • The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;
  • Risks associated with weather and natural phenomena, including climate conditions;
  • Acts of terrorism, including cybersecurity threats and related disruptions; and
  • Additional risks described in our filings with the Securities and Exchange Commission (SEC).

Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update the above list or announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.

In addition to causing our actual results to differ, the factors listed above may cause our intentions to change from those statements of intention set forth in this 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 Williams’ and WPZ’s annual reports on Form 10-K filed with the SEC on Feb. 26, 2014, and each of our quarterly reports on Form 10-Q available from our offices or from our website at www.williams.com.

Reconciliation of Income (Loss) from Continuing Operations Attributable to The Williams Companies, Inc. to Adjusted Income
(UNAUDITED)
2013 2014
(Dollars in millions, except per-share amounts) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year
Income (loss) from continuing operations attributable to The Williams Companies, Inc. available to common stockholders $ 162 $ 149 $ 143 $ (13 ) $ 441 $ 140 $ 99 $ 1,678 $ 193 $ 2,110
Income (loss) from continuing operations – diluted earnings per common share $

0.23

$

0.22

$

0.20

$

(0.02

) $

0.64

$

0.20

$

0.14

$ 2.22 $

0.26

$ 2.91
Adjustments:

Williams Partners

Net loss (recovery) related to Eminence storage facility leak $ $ (5 ) $ 5 $ (2 ) $ (2 ) $ $ $ $ $
Share of impairments at equity method investee 7 7
Contingency loss (gain), net of legal costs (6 ) 9 16 19 (143 ) (143 )
Loss related to Geismar Incident 6 4 4 14 5 5 10
Geismar Incident adjustment for insurance and timing (35 ) 118 83 54 96 (71 ) 79
Loss related to compressor station fire 6 6
Impairment of certain materials and equipment 17 23 40
Loss related to Opal incident 6 2 8
Net gain related to partial acreage dedication release (12 ) (12 )
Total Williams Partners adjustments (6 ) 1 (17 ) 143 121 60 119 (7 ) (184 ) (12 )

Access Midstream

Equity-method investment in ACMP remeasurement gain (2,522 ) (22 ) (2,544 )
WMB impact of ACMP transaction-related compensation expenses 24 24
Gain associated with ACMP equity issuance (26 ) (5 ) (31 ) (4 ) (1 ) (5 )
Acquisition-related expenses 2 13 1 16
Merger and transition related expenses 8 29 37
Loss on sale of equipment 7 7
Impairment of certain materials and equipment 12 12
Total Access Midstream adjustments (26 ) (5 ) (31 ) (2 ) (2,478 ) 27 (2,453 )

Williams NGL & Petchem Services

Write-off of abandoned project 20 20
Bluegrass Pipeline project development costs – (100% consolidated) 19 (1 ) 18
Bluegrass Pipeline and Moss Lake project development costs (50% equity investment losses) 6 1 7
Equity investment losses related to Bluegrass Pipeline and Moss Lake write-offs 70 70
Total Williams NGL & Petchem Services adjustments 20 20 95 1 (1 ) 95
Adjustments included in segment profit (loss) (6 ) (25 ) (17 ) 158 110 155 118 (2,485 ) (158 ) (2,370 )

Adjustments below segment profit (loss)

Reorganization-related costs 2 2
Transition-related costs 6 8 14
Acquisition-related financing expenses – Access Midstream 9 9
Interest income on receivable from sale of Venezuela assets – Other (13 ) (13 ) (11 ) (13 ) (50 ) (13 ) (14 ) (14 ) (41 )
Allocation of adjustments to noncontrolling interests 5 4 9 (46 ) (28 ) (25 ) (36 ) 3 38 (20 )

(6

)

(9

)

(2

)

(59

)

(76

)

(38

)

(41

)

(5

)

46

(38

)

Total adjustments (12 ) (34 ) (19 ) 99 34 117 77 (2,490 ) (112 )

(2,408

)
Less tax effect for above items 1 10 4 (39 ) (24 ) (47 ) (32 ) 925 41 887
Adjustments for tax-related items [1] 1 4 2 101 108 (20 ) 14 (3 ) 2 (7 )
Adjusted income from continuing operations available to common stockholders $ 152 $ 129 $ 130 $ 148 $ 559 $ 190 $ 158 $ 110 $ 124 $ 582
Adjusted diluted earnings per common share [2] $

0.22

$

0.19

$

0.19

$

0.22

$

0.81

$

0.28

$

0.23

$

0.15

$

0.16

$

0.80

Weighted-average shares – diluted (thousands) 687,143 686,924 687,306 687,712 687,185 688,904 700,696 752,064 751,898 723,641
(1) The fourth quarter of 2013 includes a favorable adjustment to reflect taxes on undistributed earnings of certain foreign operations that are no longer considered permanently reinvested. The first quarter of 2014 includes an unfavorable adjustment related to completing the dropdown of certain Canadian operations to Williams Partners. The second quarter of 2014 includes a favorable adjustment to reflect taxes on undistributed earnings of certain foreign operations that are no longer considered permanently reinvested.
(2) Interest expense, net of tax, associated with our convertible debentures has been added back to adjusted income from continuing operations available to common stockholders to calculate adjusted diluted earnings per common share.
Note: The sum of earnings per share for the quarters may not equal the total earnings per share for the year due to changes in the weighted-average number of common shares outstanding.
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 4th Qtr Year
Segment profit (loss):
Williams Partners $ 494 $ 427 $ 411 $ 345 $ 1,677 $ 503 $ 393 $ 373 $ 474 $ 1,743
Access Midstream 29 6 26 61 6 9 2,563 225 2,803
Williams NGL & Petchem Services (2 ) (1 ) (4 ) (25 ) (32 ) (100 ) (8 ) (3 ) (4 ) (115 )
Other (5 ) 1 (1 ) (5 ) 3 1 1 (1 ) 4
Total segment profit (loss) $ 487 $ 456 $ 412 $ 346 $ 1,701 $ 412 $ 395 $ 2,934 $ 694 $ 4,435
Segment adjustments:
Williams Partners $ (6 ) $ 1 $ (17 ) $ 143 $ 121 $ 60 $ 119 $ (7 ) $ (184 ) $ (12 )
Access Midstream (26 ) (5 ) (31 ) (2 ) (2,478 ) 27 (2,453 )
Williams NGL & Petchem Services 20 20 95 1 (1 ) 95
Other
Total segment adjustments $ (6 ) $ (25 ) $ (17 ) $ 158 $ 110 $ 155 $ 118 $ (2,485 ) $ (158 ) $ (2,370 )
Adjusted segment profit (loss):
Williams Partners $ 488 $ 428 $ 394 $ 488 $ 1,798 $ 563 $ 512 $ 366 $ 290 $ 1,731
Access Midstream 3 6 21 30 6 7 85 252 350
Williams NGL & Petchem Services (2 ) (1 ) (4 ) (5 ) (12 ) (5 ) (7 ) (3 ) (5 ) (20 )
Other (5 ) 1 (1 ) (5 ) 3 1 1 (1 ) 4
Total adjusted segment profit (loss) $ 481 $ 431 $ 395 $ 504 $ 1,811 $ 567 $ 513 $ 449 $ 536 $ 2,065
Depreciation and amortization (DD&A):
Williams Partners $ 196 $ 191 $ 201 $ 203 $ 791 $ 208 $ 207 $ 209 $ 231 $ 855
Access Midstream* 17 15 16 15 63 15 15 175 170 375
Williams NGL & Petchem Services 1 (1 )
Other 5 7 6 6 24 6 6 6 7 25
Total depreciation and amortization $ 218 $ 213 $ 223 $ 224 $ 878 $ 229 $ 229 $ 389 $ 408 $ 1,255
Adjusted segment profit (loss) + DD&A:
Williams Partners $ 684 $ 619 $ 595 $ 691 $ 2,589 $ 771 $ 719 $ 575 $ 521 $ 2,586
Access Midstream 17 18 22 36 93 21 22 260 422 725
Williams NGL & Petchem Services (2 ) (1 ) (4 ) (5 ) (12 ) (5 ) (6 ) (4 ) (5 ) (20 )
Other 8 5 6 19 9 7 7 6 29
Total adjusted segment profit (loss) + DD&A $ 699 $ 644 $ 618 $ 728 $ 2,689 $ 796 $ 742 $ 838 $ 944 $ 3,320
* DD&A adjustment for Access Midstream Partners reflects the amortization of the basis difference between Williams’ investments and its proportional share of the underlying net assets.
Note: Segment profit (loss) includes equity earnings (losses) and income (loss) from investments reported in other investing income (loss) – net in the Consolidated Statement of Income. Equity earnings (losses) results from investments accounted for under the equity method. Income (loss) from investments results from the management of certain equity investments.
Pre-merger Williams Partners L.P.
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 4th Qtr Year
Segment profit (loss):
Northeast G&P $ (9 ) $ 12 $ (1 ) $ (26 ) $ (24 ) $ 6 $ 15 $ 35 $ 156 $ 212
Atlantic-Gulf 159 152 137 166 614 165 168 162 140 635
West 186 162 207 186 741 165 152 175 139 631
NGL & Petchem Services 158 101 68 19 346 167 58 1 39 265
Total segment profit (loss) $ 494 $ 427 $ 411 $ 345 $ 1,677 $ 503 $ 393 $ 373 $ 474 $ 1,743
Segment adjustments:

Northeast G&P

Share of impairments at equity method investee $ $ $ $ 7 $ 7 $ $ $ $ $
Contingency (gain) loss, net of legal costs 9 16 25 (143 ) (143 )
Loss related to compressor station fire 6 6
Net gain related to partial acreage dedication release (12 ) (12 )
Impairment of certain materials and equipment 17 13 30
Total Northeast G&P adjustments 9 23 32 6 17 (12 ) (130 ) (119 )

Atlantic-Gulf

Impairment of certain equipment 10 10
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 ) 10 10

West

Loss related to Opal incident 6 2 8
Total West adjustments 6 2 8

NGL & Petchem Services

Loss related to Geismar Incident 6 4 4 14 5 5 10
Geismar Incident adjustment for insurance and timing (35 ) 118 83 54 96 (71 ) 79
Total NGL & Petchem Services adjustments 6 (31 ) 122 97 54 96 5 (66 ) 89
Total segment adjustments $ (6 ) $ 1 $ (17 ) $ 143 $ 121 $ 60 $ 119 $ (7 ) $ (184 ) $ (12 )
Adjusted segment profit (loss):
Northeast G&P $ (9 ) $ 12 $ 8 $ (3 ) $ 8 $ 12 $ 32 $ 23 $ 26 $ 93
Atlantic-Gulf 153 147 142 164 606 165 168 162 150 645
West 186 162 207 186 741 165 158 175 141 639
NGL & Petchem Services 158 107 37 141 443 221 154 6 (27 ) 354
Total adjusted segment profit (loss) $ 488 $ 428 $ 394 $ 488 $ 1,798 $ 563 $ 512 $ 366 $ 290 $ 1,731
Depreciation and amortization (DD&A):
Northeast G&P $ 29 $ 32 $ 33 $ 38 $ 132 $ 39 $ 40 $ 41 $ 50 $ 170
Atlantic-Gulf 93 87 92 91 363 94 91 91 103 379
West 61 58 58 59 236 58 60 60 61 239
NGL & Petchem Services 13 14 18 15 60 17 16 17 17 67
Total depreciation and amortization $ 196 $ 191 $ 201 $ 203 $ 791 $ 208 $ 207 $ 209 $ 231 $ 855
Adjusted segment profit (loss) + DD&A:
Northeast G&P $ 20 $ 44 $ 41 $ 35 $ 140 $ 51 $ 72 $ 64 $ 76 $ 263
Atlantic-Gulf 246 234 234 255 969 259 259 253 253 1,024
West 247 220 265 245 977 223 218 235 202 878
NGL & Petchem Services 171 121 55 156 503 238 170 23 (10 ) 421
Total adjusted segment profit (loss) + DD&A $ 684 $ 619 $ 595 $ 691 $ 2,589 $ 771 $ 719 $ 575 $ 521 $ 2,586
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.

Pre-merger Access Midstream Partners, L.P.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
($ in thousands)
(unaudited)
Three Months Ended
December 31,
2014 2013
Net Income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.) $ 228,310 $ 129,057
Adjusted for:
Interest expense 59,851 33,384
Income tax expense (2,924 ) 1,370
Depreciation and amortization expense 72,784 80,574
Other (5,721 ) (1,038 )
Income from unconsolidated affiliates (61,074 ) (38,832 )
EBITDA from unconsolidated affiliates(1) (2) 84,665 60,791
Expense for non-cash equity awards 4,399 12,840
Implied minimum volume commitment (114,000 ) (37,500 )

Loss on impairments and disposal of assets

23,783
Transaction related costs 27,136
Adjusted EBITDA $ 317,209 $ 240,646
Adjusted for:
Maintenance capital expenditures (32,500 ) (27,500 )
Cash portion of interest expense (57,685 ) (31,433 )
Income tax expense 2,924 (1,370 )
Cash portion of transaction related costs (4,838 )
Distributable cash flow $ 225,110 $ 180,343
Cash impact of transaction related costs 4,838
Adjusted distributable cash flow $ 229,948 $ 180,343
Cash provided by operating activities $ 237,638 $ 205,956
Adjusted for:
Change in assets and liabilities 119,331 56,531
Distribution of earnings received from unconsolidated affiliates (75,625 ) (78,134 )
Interest expense 59,851 33,384
Income tax expense (2,924 ) 1,370
Other non-cash (47,045 ) (14,592 )
EBITDA from unconsolidated affiliates(1) (2) 84,665 60,791
Expense for non-cash equity awards 4,399 12,840
Implied minimum volume commitment (114,000 ) (37,500 )
Loss on disposal of assets 23,783
Transaction related costs 27,136
Adjusted EBITDA $ 317,209 $ 240,646
Adjusted for:
Maintenance capital expenditures (32,500 ) (27,500 )
Cash portion of interest expense (57,685 ) (31,433 )
Income tax expense 2,924 (1,370 )
Cash portion of transaction related costs (4,838 )
Distributable cash flow $ 225,110 $ 180,343
Cash impact of transaction related costs 4,838
Adjusted distributable cash flow $ 229,948 $ 180,343

Cash distribution
Limited partner units 2013: ($0.555 x 189,129,347 units) $ 104,967
General partner interest 17,164
Total cash distribution $ 122,131
Distribution coverage ratio N/A 1.48
Adjusted distribution coverage ratio N/A 1.48
Pre-merger Access Midstream Partners, L.P.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
($ in thousands)
(unaudited)
Twelve Months Ended
December 31,
2014 2013
Net Income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.) $ 398,060 $ 336,025
Adjusted for:
Interest expense 185,680 116,778
Income tax expense 576 5,223
Depreciation and amortization expense 314,758 296,179
Other (6,555 ) (2,615 )
Income from unconsolidated affiliates (205,082 ) (130,420 )
EBITDA from unconsolidated affiliates(1) (2) 298,668 202,453
Expense for non-cash equity awards 28,188 35,010
Implied minimum volume commitment

Loss on impairments and disposal of assets

23,783
Transaction related costs 123,137
Adjusted EBITDA $ 1,161,213 $ 858,633
Adjusted for:
Maintenance capital expenditures (130,000 ) (110,000 )
Cash portion of interest expense (177,248 ) (108,285 )
Income tax expense (576 ) (5,223 )
Cash portion of transaction related costs (128,584 )
Distributable cash flow $ 724,805 $ 635,125
Cash impact of transaction related costs 128,584
Adjusted distributable cash flow $ 853,389 $ 635,125
Cash provided by operating activities $ 770,973 $ 563,962
Adjusted for:
Change in assets and liabilities 109,211 46,394
Distribution of earnings received from unconsolidated affiliates (281,733 ) (82,871 )
Interest expense 185,680 116,778
Income tax expense 576 5,223
Other non-cash (97,270 ) (28,316 )
EBITDA from unconsolidated affiliates(1) (2) 298,668 202,453
Expense for non-cash equity awards 28,188 35,010
Implied minimum volume commitment
Loss on disposal of assets 23,783
Transaction related costs 123,137
Adjusted EBITDA $ 1,161,213 $ 858,633
Adjusted for:
Maintenance capital expenditures (130,000 ) (110,000 )
Cash portion of interest expense (177,248 ) (108,285 )
Income tax expense (576 ) (5,223 )
Cash portion of transaction related costs (128,584 )
Distributable cash flow $ 724,805 $ 635,125
Cash impact of transaction related costs 128,584
Adjusted distributable cash flow $ 853,389 $ 635,125
Cash Distribution
Limited partner units $ 384,675
General partner interest 42,504
Total cash distribution $ 427,179
Distribution coverage ratio N/A 1.49
Adjusted distribution coverage ratio N/A 1.49
Pre-merger Access Midstream Partners, L.P.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
($ in thousands)
(unaudited)

(1) EBITDA from unconsolidated affiliates is calculated as follows:

Three Months Ended Twelve Months Ended
December 31, December 31,
2014 2013 2014 2013
($ in thousands)
Net income $ 61,074 $ 38,832 $ 205,082 $ 130,420
Depreciation and amortization expense 23,822 21,956 93,695 72,053
Other (231 ) 3 (109 ) (20 )
EBITDA from unconsolidated affiliates $ 84,665 $ 60,791 $ 298,668 $ 202,453

(2)

The Partnership maintains equity investments in 11 gathering systems in the Marcellus Shale, an equity investment in Utica East Ohio Midstream, LLC. and an equity investment in Ranch Westex JV, LLC.

Three Months Ended Twelve Months Ended
December 31, December 31,
2014 2013 2014 2013
($ in thousands)
GAAP capital expenditures $ 231,335 $ 247,488 $ 999,211 $ 1,058,599
Adjusted for:

Capital expenditures included in unconsolidated affiliates

78,635 135,430 385,236 671,394

Capital expenditures attributable to noncontrolling interest

(48,515 ) (37,376 ) (211,494 ) (151,584 )
Net capital expenditures $ 261,455 $ 345,542 $ 1,172,953 $ 1,578,409
Three Months Ended Twelve Months Ended
December 31, December 31,
2014 2013 2014 2013
($ in thousands)
Revenues $ 495,078 $ 328,078 $ 1,378,939 $ 1,073,222
Adjusted for:
Revenues included in investments in unconsolidated affiliates 98,140 73,734 353,849 246,769
Total revenues including revenues from equity investments $ 593,218 $ 401,812 $ 1,732,788 $ 1,319,991
WMB Net Income to Adjusted EBITDA
($ in millions)

2015

2016

2017

Low

Base High Low Base High Low Base High
Net income from continuing operations 925 1,050 1,175 1,275 1,435 1,595 1,650 1,825 2,000
Add: Net interest expense 1,095 1,095 1,095 1,225 1,220 1,215 1,335 1,325 1,315
Add: Provision for income taxes 380 420 460 495 545 595 585 645 705
Add: Depreciation & amortization (DD&A) 1,750 1,750 1,750 1,870 1,870 1,870 1,945 1,945 1,945
Less: Equity earnings from investments (380 ) (385 ) (390 ) (495 ) (505 ) (515 ) (645 ) (660 ) (675 )
Add: Proportionate share of EBITDA from investments 1 665 670 675 800 810 820 955 970 985
Adjustments 2 (90 ) (90 ) (90 )
Adjusted EBITDA $ 4,345 $ 4,510 $ 4,675 $ 5,170 $ 5,375 $ 5,580 $ 5,825 $ 6,050 $ 6,275

2015

2016

2017

1) Proportionate Share of EBITDA from investments: Low Base High Low Base High Low Base High
Net income from continuing operations $ 380 $ 385 $ 390 $ 495 $ 505 $ 515 $ 645 $ 660 $ 675
Add: Net interest expense 53 53 53 58 58 58 61 61 61
Add: Depreciation & amortization (DD&A) 206 206 206 226 226 226 236 236 236
Other 26 26 26 21 21 21 13 13 13
Adjusted EBITDA from Equity Investments $ 665 $ 670 $ 675 $ 800 $ 810 $ 820 $ 955 $ 970 $ 985

2015

2016

2017

2) Adjustments: Low Base High Low Base High Low Base High
Geismar incident adjustment for insurance and timing (WPZ)

$

(150

)

$

(150

)

$

(150

)
ACMP acquisition-related expenses (WPZ) 35 35 35
ACMP acquisition-related expenses (WMB Corporate) 25 25 25
Total Adjustments

$

(90

)

$

(90

)

$

(90

)
WPZ Distributable Cash Flow and Cash Distribution Coverage Ratio

2015

2016

2017

Dollars in millions, except per L.P. unit

Low Base High Low Base High Low Base High
Adjusted EBITDA 1 $ 4,300 $ 4,465 $ 4,630 $ 5,120 $ 5,315 $ 5,510 $ 5,750 $ 5,965 $ 6,180
Less: Maintenance Capex 2 (430 ) (430 ) (430 ) (440 ) (440 ) (440 ) (440 ) (440 ) (440 )
Less: Interest Expense (cash portion) 3 (885 ) (885 ) (885 ) (1,000 ) (995 ) (990 ) (1,110 ) (1,100 ) (1,090 )
Less: Cash Taxes (5 ) (5 ) (5 ) (10 ) (10 ) (10 ) (10 ) (10 ) (10 )
Less: Noncontrolling Interests (135 ) (135 ) (135 ) (195 ) (195 ) (195 ) (230 ) (230 ) (230 )
Distributable Cash Flow Attributable to Partnership Operations $ 2,845 $ 3,010 $ 3,175 $ 3,475 $ 3,675 $ 3,875 $ 3,960 $ 4,185 $ 4,410
Cash Distributions (accrued) $ 3,010 $ 3,005 $ 2,995 $ 3,380 $ 3,440 $ 3,515 $ 3,770 $ 3,925 $ 4,090
— per L.P. Unit $ 3.40 $ 3.40 $ 3.40 $ 3.64 $ 3.71 $ 3.78 $ 3.89 $ 4.04 $ 4.19
— Annual growth rate 7 % 9 % 11 % 7 % 9 % 11 %
Cash Distribution Coverage Ratio 0.95x 1.00x 1.06x 1.03x 1.07x 1.10x 1.05x 1.07x 1.08x

Notes: 1 A more detailed schedule reconciling this non-GAAP measure is provided in this presentation. 2 Includes proportionate share of maintenance capex of equity investments. 3 Includes proportionate share of interest expense of equity investments.

WMB Dividend Illustration and Coverage Calculation
(Midpoint of guidance, dollars in millions except per share amounts)
2015 2016 2017
Distributions from MLP $ 2,140 $ 2,455 $ 2,805
Williams NGL & Petchem Services Adjusted Cash Flow (see below) (5 ) 25
Corporate Interest (255 ) (260 ) (260 )
Subtotal 1,880 2,195 2,570
WMB Cash Tax Rate 1 -2.9 % 0.0 % 0.2 %
WMB Cash Taxes (excludes cash taxes paid by MLP) 55 (5 )
Corporate Capex and Other (60 ) (60 ) (40 )
WMB Cash Flow Available for Dividends $ 1,875 $ 2,135 $ 2,525
– per share $ 2.50 $ 2.83 $ 3.32
WMB Expected Dividends Paid (1,785 ) (2,020 ) (2,290 )
Excess Cash Flow Available After Dividends $ 90 $ 115 $ 235
Coverage Ratio 2 1.05x 1.06x 1.10x
Dividend Per Share $ 2.38 $ 2.68 $ 3.01
Annual Growth Rate 22 % 12.5 % 12.5 %

Williams NGL & Petchem Services Adjusted Cash Flow:

Adjusted EBITDA (see reconciliation provided in this presentation) (5 ) 5 30
Maintenance Capital (5 ) (5 )
Adjusted Cash Flow (5 ) 25

Notes: 1 Near-term tax rates are lower than longer-term rates due to accelerated depreciation and deductions related to our investment in ACMP. A 2014 tax Net Operating Loss, due to bonus depreciation, will yield a carryback refund from 2012 and a carryforward reducing taxes through 2017. The average tax rate for 2018-2019 is expected to be approximately 4%, which represents a blended rate on MLP distributions, WMB NGL Petchem earnings, and corporate interest expense as well other tax items impacting the WMB corporate entity. 2 WMB Cash Flow Available for Dividends / WMB Expected Dividends Paid.

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