Williams Partners Reports First-Quarter 2013 Financial Results, Updated Guidance

  Williams Partners Reports First-Quarter 2013 Financial Results, Updated
  Guidance

  *1Q 2013 Net Income Is $321 Million, $0.50 per Common Unit
  *Solid First-Quarter DCF Yields 1.05x Coverage Ratio
  *DCF Up 5% From Year Ago Despite 50% Lower NGL Margins and Ethane Rejection
  *Lowering 2013-14 Earnings and Cash Flow Guidance Driven Primarily By
    Higher Natural Gas Prices and Lower NGL Prices
  *Williams Agrees to Provide Up to $200 Million IDR Waivers to Support
    Williams Partners and Bridge to Expected Cash Flow Growth from Large
    Portfolio of Primarily Fee-Based Development Projects
  *Updating and Extending Guidance for Annual LP Cash-Distribution Growth: Up
    8% to 9% in 2013; 6% to 8% in 2014 and 2015
  *Expect More than 60% DCF Growth from 2013 to 2015

Business Wire

TULSA, Okla. -- May 07, 2013

Williams Partners L.P. (NYSE: WPZ):

                                                        
Summary Financial Information                              1Q
Amounts in millions, except per-unit and coverage          2013     2012
ratio amounts.
(Unaudited)
                                                                      
Net income                                                 $ 321      $ 408  
Net income per common L.P. unit                            $ 0.50     $ 0.85 
                                                                
                                                                      
Distributable cash flow (DCF) (1)                          $ 497      $ 537
Less: Pre-partnership DCF (2)                               −         (62  )
DCF attributable to partnership operations                 $ 497      $ 475  
                                                                      
Cash distribution coverage ratio (1)                       1.05x      1.31x

(1) Distributable Cash Flow and Cash Distribution Coverage Ratio are non-GAAP
measures. Reconciliations to the most relevant measures included in GAAP are
attached to this news release.
(2) This amount represents DCF from the Gulf Olefins assets during 1Q 2012,
since these periods were prior to the receipt of cash flows from the assets.


Williams Partners L.P. (NYSE: WPZ) today announced unaudited first-quarter
2013 net income of $321 million, or $0.50 per common limited-partner unit,
compared with net income of $408 million, or $0.85 per common limited-partner
unit for first-quarter 2012. Prior-period results throughout this release have
been recast to include the results of the Geismar olefins production facility
acquired from Williams in November 2012.

The decline in net income during first-quarter 2013 is primarily due to a
sharp decline in NGL margins from near historic highs in first-quarter 2012
and related ethane rejection. NGL margins declined 50 percent from the
first-quarter of 2012 as continued low ethane prices drove system wide ethane
rejection and propane and butane prices also remained at depressed levels.

Higher olefin margins, particularly higher ethylene margins at Geismar, helped
mitigate the impact of the lower NGL margins and higher expenses.

Distributable Cash Flow & Distributions

For first-quarter 2013, Williams Partners generated $497 million in
distributable cash flow attributable to partnership operations, compared with
$475 million in DCF attributable to partnership operations in first-quarter
2012.

The increase in DCF was due to the growth of the partnership via the
acquisition of the Gulf Olefins assets in 2012, as well as higher gathered
volumes, higher fee-based revenues and lower maintenance capital, partially
offset by the previously mentioned decline in NGL margins.

Williams Partners recently announced that it increased its quarterly cash
distribution to unitholders to $0.8475 per unit, a 9 percent increase over the
year-ago amount.

CEO Perspective

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

“We’re pleased to report a solid first quarter in the face of NGL margins that
were 50 percent lower than in the prior year. Our growing fee-based business
and our timely acquisition of the Williams’ Geismar ethylene complex helped to
mitigate the less favorable NGL commodity environment. Our focus continues to
be on executing on the wide variety of growth opportunities across all our
businesses that support an expected increase of more than 60 percent in our
DCF from 2013 through 2015.

“We expect that ongoing tremendous North American energy infrastructure needs
will continue to combine with Williams Partners’ unique capabilities to create
a continuing robust set of investment opportunities. As such, we have
visibility to very strong growth in our businesses and cash flows beyond 2015
as our new investments develop and as we continue to seize many attractive
investment opportunities.”

Business Segment Performance

Beginning with its first-quarter 2013 results, Williams Partners’ operations
are reported through four business segments, Northeast G&P, Atlantic-Gulf,
West and NGL & Petchem Services. Prior-period results have been recast to
reflect the partnership’s new segment reporting structure.

                        
                           1Q
                                                          
                           Segment Profit *     Segment Profit + DD&A *
Amounts in millions        2013        2012     2013             2012
                                                                 
Northeast G&P              ($9   )     $4       $20              $9
Atlantic-Gulf              159         165      261              257
West                       186         311      247              369
NGL & Petchem Services     120        71      127             75
Total                      $456        $551     $655             $710
                                                                 
Adjustments                (6    )     1        (6      )        1
                                                                 
Total                      $450       $552     $649            $711

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

                                                                         
Williams        2012                                  2013
Partners
Key
Operational     1Q      2Q      3Q      4Q         1Q       1Q Change
Metrics
                                                               Year-over-year   Sequential
Fee-based
Revenues        $ 651    $ 647    $ 659    $ 694      $ 684    5        %       -1     %
(millions)
                                                                                
NGL Margins     $ 242    $ 189    $ 167    $ 154      $ 121    -50      %       -21    %
(millions)
Ethane
Equity
sales             176      166      163      141        23     -87      %       -84    %
(million
gallons)
Per-Unit
Ethane NGL      $ 0.36   $ 0.22   $ 0.12   $ 0.04     $ 0.04   -89      %       0      %
Margins
($/gallon)
Non-Ethane
Equity
sales             132      129      138      138        123    -7       %       -11    %
(million
gallons)
Per-Unit
Non-Ethane      $ 1.36   $ 1.17   $ 1.07   $ 1.08     $ 0.98   -28      %       -9     %
NGL Margins
($/gallon)
                                                                                
Olefin
Margins         $ 74     $ 70     $ 77     $ 77       $ 118    59       %       53     %
(millions)
Geismar
ethylene
sales             284      250      263      261        246    -13      %       -6     %
volumes
(millions
of lbs.)
Geismar
ethylene        $ 0.18   $ 0.20   $ 0.22   $ 0.23     $ 0.37   106      %       61     %
margin
($/pound)
                                                                                       
                                                                                       

Northeast G&P

Northeast G&P includes the partnership’s midstream gathering and processing
business in the Marcellus and Utica shale regions, as well its 51-percent
equity investment in Laurel Mountain Midstream (LMM), and its 47.5-percent
equity investment in Caiman Energy II. This segment is in the early stages of
developing large-scale energy infrastructure solutions for the Marcellus and
Utica shale regions.

Northeast G&P reported a segment loss of $9 million for first-quarter 2013,
compared with segment profit of $4 million in first-quarter 2012.

Continued strong results in the Susquehanna Supply Hub were more than offset
by costs associated with developing business in the Ohio Valley Midstream
system. Higher costs for the Ohio Valley Midstream system were also affected
by various operational issues including system freeze-offs, line repairs and
replacements, as well as expenses associated with the rapid growth and the
high liquids content in this developing area.

Atlantic-Gulf

Atlantic-Gulf includes the Transco interstate gas pipeline, the partnership’s
significant natural gas gathering and processing and crude production handling
and transportation in the Gulf Coast region, as well as its 50-percent equity
investment in the Gulfstream interstate gas pipeline, its 60-percent equity
investment in the Discovery onshore/offshore natural gas gathering and
processing system, and a 51-percent consolidated interest in the Constitution
interstate gas pipeline development project.

Atlantic-Gulf reported segment profit of $159 million for first-quarter 2013,
compared with $165 million for first-quarter 2012.

The lower segment profit in first-quarter 2013 was due to lower NGL margins in
the Gulf processing facilities as well as lower equity earnings from the
Discovery investment driven by the lower NGL margins. Lower operating costs
partially offset these negative effects during the first quarter.

West

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

West reported first-quarter 2013 segment profit of $186 million, compared with
$311 million for first-quarter 2012.

The significant decline in West’s segment profit during first-quarter 2013 was
due to lower NGL margins driven by lower NGL prices and higher gas prices as
well as related ethane rejection. Fee-based revenue also declined during the
first quarter due to severe winter weather, including production freeze-offs.
Increased natural gas transportation revenues associated with Northwest
Pipeline’s new rates partially offset this decline.

NGL & Petchem Services

NGL & Petchem Services includes the partnership’s NGL and natural gas
marketing business, an NGL fractionator and storage facilities near Conway,
Kan., a 50-percent equity interest in Overland Pass Pipeline, and an 83.3%
interest and operatorship of an olefins production facility in Geismar, La.,
along with a refinery grade propylene splitter and pipelines in the Gulf Coast
region.

NGL & Petchem Services reported first-quarter 2013 segment profit of $120
million, compared with $71 million for first-quarter 2012.

An increase in olefin product margins, primarily ethylene, drove the increase
in segment profit during the first quarter. The higher olefin margins were
driven by lower average per-unit ethane and propane feedstock prices and
higher per-unit ethylene prices.

Guidance

Williams Partners is lowering its 2013-14 guidance for earnings and
distributable cash flow primarily to reflect expected lower NGL processing
margins due to higher natural gas price and lower NGL price assumptions and
related lower ethane transportation volumes. Additionally, the lower segment
profit guidance in 2014 includes changes in in-service date assumptions for
certain projects. Partially offsetting these less favorable assumptions are
expectations for continued strong olefins margins.

As a result of the expected lower distributable cash flow for 2013 and 2014,
Williams Partners is updating guidance for cash distributions per limited
partner unit to reflect an annual growth rate of 8 percent to 9 percent for
2013 and 6 percent to 8 percent for 2014. Williams Partners is introducing
cash distribution growth guidance for 2015  at 6 percent to 8 percent. The
partnership’s guidance includes an assumed growth rate in the limited partner
cash distribution of 1.5 cents per quarter beginning with distributions
expected to be declared in July 2013 and paid in August 2013.

Additionally, Williams has agreed to waive incentive distribution rights of up
to $200 million over the next four quarters to boost Williams Partners’
expected cash distribution coverage ratio to .90x for 2013. These IDR waivers
provide Williams Partners with short-term cash distribution support as a large
platform of growth projects moves toward completion. Williams Partners expects
a return to stronger coverage ratios in 2014 and beyond as new projects come
into service. Williams Partners expects cash coverage of .97x in 2014 and
1.03x in 2015 without the benefit of IDR waivers.

Capital expenditures included in guidance have been adjusted to reflect
previously announced projects including the Three Rivers Midstream joint
venture with Shell, as well as a number of additional projects and revisions.

The partnership’s current commodity price assumptions and the corresponding
guidance for its earnings, distributable cash flow and capital expenditures
are displayed in the following table:

                                                              
Commodity Price Assumptions and
Financial
Outlook at Midpoint of Guidance (1)     2013      2014      2015  
Commodity Price Assumptions
Ethane ($ per gallon)                    $ 0.28        $ 0.30        $ 0.30
Propane ($ per gallon)                   $ 0.96        $ 1.15        $ 1.15
Natural Gas - NYMEX ($/MMBtu)            $ 4.06        $ 4.25        $ 4.25
Ethylene Spot ($ per pound)              $ 0.59        $ 0.60        $ 0.60
Propylene Spot ($ per pound)             $ 0.63        $ 0.59        $ 0.62
Crude Oil - WTI ($ per barrel)           $ 91          $ 90          $ 90
                                                                     
NGL to Crude Oil Relationship (2)          36    %       39    %       39    %
                                                                     
Crack Spread ($ per pound) (3)           $ 0.47        $ 0.47        $ 0.47
Composite Frac Spread ($ per gallon)     $ 0.45        $ 0.49        $ 0.49
(4)
                                                                     
Williams Partners Guidance                                   
Amounts are in millions except
coverage ratio.
DCF attributable to partnership ops.     $ 1,675       $ 2,350       $ 2,720
(5)
                                                                     
Total Cash Distribution (6)              $ 1,853       $ 2,414       $ 2,649
                                                                     
Cash Distribution Coverage Ratio (5)     .90x          .97x          1.03x
                                                                     
Adjusted Segment Profit (5):
Northeast G&P                            $ 100         $ 340         $ 515
Atlantic Gulf                              515           715           990
West                                       620           580           555
NGL & Petchem                             440         755         760   
Total Adjusted Segment Profit            $ 1,675       $ 2,390       $ 2,820
                                                                     
Adjusted Segment Profit + DD&A (5):
Northeast G&P                            $ 230         $ 510         $ 720
Atlantic Gulf                              905           1,150         1,480
West                                       860           815           790
NGL & Petchem                             470         805         815   
Total Adjusted Segment Profit + DD&A     $ 2,465       $ 3,280       $ 3,805
                                                                     
Capital Expenditures:
Maintenance                              $ 330         $ 375         $ 395
Growth                                    3,415       2,090       1,465 
Total Capital Expenditures               $ 3,745       $ 2,465       $ 1,860

(1) Guidance ranges for 2013-14 are available in the Data Book. Guidance
ranges for 2015 will be presented at Analyst Day on May 21.
(2) Calculated as the price of natural gas liquids as a percentage of the
price of crude oil on an equal volume basis.
(3) Crack spread is based on Delivered U.S. Gulf Coast Ethylene and Mont
Belvieu Ethane.
(4) Composite frac spread is based on Henry Hub natural gas and Mont Belvieu
NGLs.
(5) Distributable Cash Flow, Cash Distribution Coverage Ratio, Adjusted
Segment Profit and Adjusted Segment Profit + DD&A are non-GAAP measures.
Reconciliations to the most relevant measures included in GAAP are attached to
this news release.
(6) The cash distributions in guidance are on an accrual basis and reflect an
approximate annual growth rate in limited partner distributions of 8% to 9%
for 2013 and 6% to 8% for each 2014 and 2015. Total cash distributions for
2013 are reduced by expected Williams IDR waivers.



Annual Analyst Day Meeting Set for May 21

Williams plans to host its annual Analyst Day on Tuesday, May 21. The event
will feature in-depth presentations covering all of Williams' and Williams
Partners L.P.'s energy infrastructure businesses. The event is scheduled from
8:30 a.m. to approximately 3 p.m. EDT.

Williams’ Analyst Day will be broadcast live via webcast beginning on May 21
at 8:30 a.m. EDT. Participants can access the webcast at www.williams.com or
www.williamslp.com. Slides will be available on the morning of the event on
both web sites for viewing, downloading and printing. A replay of the Analyst
Day webcast will be available for two weeks following the event at the
websites listed above.

First-Quarter 2013 Materials to be Posted Shortly, Q&A Webcast Scheduled for
Tomorrow

Williams Partners’ first-quarter 2013 financial results package will be posted
shortly at www.williamslp.com. The package will include the data book and
analyst package, and the investor presentation with a recorded commentary from
Alan Armstrong, CEO of Williams Partners’ general partner.

Williams Partners and Williams will host a joint Q&A live webcast on
Wednesday, May 8, at 9:30 a.m. EDT. A limited number of phone lines will be
available at (800) 390-5705. International callers should dial (719) 325-2461.
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.comandwww.williamslp.com.

Form 10-Q

The partnership plans to file its first-quarter 2013 Form 10-Q with the
Securities and Exchange Commission this week. Once filed, the document will be
available on both the SEC and Williams Partners websites.

Definitions of Non-GAAP Financial Measures

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

For Williams Partners L.P., adjusted segment profit excludes items of income
or loss that we characterize as unrepresentative of our ongoing operations.
Adjusted segment profit + DD&A is further adjusted to add back depreciation
and amortization expense. Management believes these measures provide investors
meaningful insight into Williams Partners L.P.'s results from ongoing
operations.

For Williams Partners L.P. we define distributable cash flow as net income
plus depreciation and amortization and cash distributions from our equity
investments less our earnings from our equity investments, distributions to
noncontrolling interests and maintenance capital expenditures. We also adjust
for payments and/or reimbursements under omnibus agreements with Williams and
certain other items.

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

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

About Williams Partners L.P. (NYSE: WPZ)

Williams Partners L.P. is a leading diversified master limited partnership
focused on natural gas transportation; gathering, treating, and processing;
storage; natural gas liquid (NGL) fractionation; and oil transportation. The
partnership owns interests in three major interstate natural gas pipelines
that, combined, deliver 14 percent of the natural gas consumed in the United
States. The partnership’s gathering and processing assets include large-scale
operations in the U.S. Rocky Mountains and both onshore and offshore along the
Gulf of Mexico. Williams (NYSE: WMB) owns approximately 68 percent of Williams
Partners, including the general-partner interest. More information is
available at www.williamslp.com, where the partnership routinely posts
important information.

Williams Partners L.P. is a limited partnership formed by The Williams
Companies, Inc. Our reports, filings, and other public announcements 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 Section27A of the Securities Act of 1933,
as amended, and Section21E of the Securities Exchange Act of 1934, as
amended. You typically can identify forward-looking statements by various
forms of words such as "anticipates," "believes," "seeks," "could," "may,"
"should," "continues," "estimates," "expects," "assumes," "forecasts,"
"intends," "might," "goals," "objectives," "targets," "planned," "potential,"
"projects," "scheduled," "will," "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:

  *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;
  *The levels of cash distributions to unitholders;
  *Seasonality of certain business components;
  *Natural gas, natural gas liquids, and olefins prices, supply and demand;
  *Demand for our services.

Forward-looking statements are based on numerous assumptions, uncertainties
and risks that could cause future events or results to be materially different
from those stated or implied in this announcement. 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 we have sufficient cash from operations to enable us to pay
    current and expected levels of cash distributions, if any, following
    establishment of cash reserves and payment of fees and expenses, including
    payments to our general partner;
  *Availability of supplies, market demand and volatility of prices;
  *Inflation, interest rates and general economic conditions (including
    future disruptions and volatility in the global credit markets and the
    impact of these events on our customers and suppliers);
  *The strength and financial resources of our competitors and the effects of
    competition;
  *Ability to acquire new businesses and assets and 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 development hazards and unforeseen
    interruptions;
  *Costs of, changes in, or the results of laws, government regulations
    (including safety and environmental regulations), environmental
    liabilities, litigation and rate proceedings;
  *Our allocated costs for defined benefit pension plans and other
    postretirement benefit plans sponsored by our 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 strategy and financing, including restrictions stemming
    from our debt agreements, future changes in our credit ratings and the
    availability and cost of capital;
  *The amount of cash distributions from and capital requirements of our
    investments and joint ventures in which we participate;
  *Risks associated with weather conditions 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 to
announce publicly the result of any revisions to any of the forward-looking
statements to reflect future events or developments.

In addition to causing our actual results to differ, the factors listed above
may cause our intentions to change from those statements of intention set
forth in this announcement. Such changes in our intentions may also cause our
results to differ. We may change our intentions, at any time and without
notice, based upon changes in such factors, our assumptions, or otherwise.

Limited partner interests are inherently different from the capital stock of a
corporation, although many of the business risks to which we are subject are
similar to those that would be faced by a corporation engaged in a similar
business.

Investors are urged to closely consider the disclosures and risk factors in
our annual report on Form 10-K filed with the SEC on February27, 2013, and
our quarterly reports on Form 10-Q available from our offices or from our
website.



Reconciliation of Non-GAAP Measures
(UNAUDITED)

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

For Williams Partners L.P., adjusted segment profit excludes items of income
or loss that we characterize as unrepresentative of our ongoing operations.
Adjusted segment profit + DD&A is further adjusted to add back depreciation
and amortization expense. Management believes these measures provide investors
meaningful insight into Williams Partners L.P.'s results from ongoing
operations.

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

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

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


                         2012                                                            2013
(Dollars in millions,
except coverage          1st Qtr    2nd Qtr    3rd Qtr    4th Qtr    Year          1st Qtr
ratios)
                                                                      
Williams Partners L.P.
Reconciliation of
Non-GAAP
"Distributable cash
flow" to GAAP "Net
income"
                                                                                             
Net income                 $ 408        $ 243        $ 290        $ 291        $ 1,232       $ 321
Depreciation and             159          171          185          199          714           199
amortization
Regulatory accounting
adjustment for certain       -            -            -            -            -             (9   )
depreciation
Non-cash amortization
of debt issuance costs       4            3            4            3            14            3
included in interest
expense
Equity earnings from         (30  )       (27  )       (30  )       (24  )       (111  )       (18  )
investments
Gain on sale of assets       -            (6   )       -            -            (6    )       -
Acquisition and
transition-related           -            19           4            3            26            -
costs
Allocated
reorganization-related       -            8            6            11           25            2
costs
Impairment of certain        -            -            6            -            6             -
assets
Net reimbursements
from Williams under          6            1            4            5            16            4
omnibus agreements
Maintenance capital         (62  )      (113 )      (129 )      (103 )      (407  )      (43  )
expenditures
                                                                                             
Distributable cash
flow excluding equity        485          299          340          385          1,509         459
investments
Plus: Equity
investments cash            52         46         34         40         172         38   
distributions to
Williams Partners L.P.
                                                                                             
Distributable cash           537          345          374          425          1,681         497
flow
Less: Pre-partnership
Distributable Cash          62         52         58         20         192         -    
Flow
                                                                                             
Distributable cash
flow attributable to       $ 475       $ 293       $ 316       $ 405       $ 1,489      $ 497  
partnership operations
                                                                                             
                                                                                             
Total cash distributed     $ 362        $ 373        $ 394        $ 442        $ 1,571       $ 473
                                                                                             
Coverage ratios:
Distributable cash
flow attributable to
partnership operations      1.31       0.79       0.80       0.92       0.95        1.05 
divided by Total cash
distributed
                                                                                             
Net income divided by       1.13       0.65       0.74       0.66       0.78        0.68 
Total cash distributed
                           
                           


Reconciliation of GAAP "Segment Profit" to Non-GAAP "Adjusted Segment Profit" and
"Adjusted Segment Profit + DD&A"
(UNAUDITED)
                                                                      
                       2012                                                        2013
(Dollars in          1st     2nd Qtr   3rd Qtr   4th Qtr   Year          1st Qtr
millions)              Qtr
                                                                                   
Segment profit
(loss):
Northeast G&P          $ 4       $ (20 )     $ (4  )     $ (17 )     $ (37   )     $ (9  )
Atlantic-Gulf            165       127         124         158         574           159
West                     311       239         223         207         980           186
NGL & Petchem           71       45        86        93        295         120 
Services
Total segment          $ 551     $ 391      $ 429      $ 441      $ 1,812      $ 456 
profit
                                                                                   
Adjustments:
Northeast G&P
Acquisition and
transition-related     $ -       $ 19        $ 4         $ 2         $ 25          $ -
costs
Share of
impairments at          -        -         -         5         5           -   
equity method
investee
Total Northeast          -         19          4           7           30            -
G&P adjustments
Atlantic-Gulf
Litigation               -         -           -           -           -             (6  )
settlement gain
Gain on sale of          -         (6  )       -           -           (6    )       -
certain assets
Loss related to
Eminence storage         1         -           1           -           2             -
facility leak
Impairment of           -        -         6         -         6           -   
certain assets
Total
Atlantic-Gulf            1         (6  )       7           -           2             (6  )
adjustments
NGL & Petchem
Services
Loss due to
Geismar furnace         -        -         4         1         5           -   
fire
Total NGL &
Petchem Services         -         -           4           1           5             -
adjustments
                                                                              
Total adjustments
included in            $ 1       $ 13       $ 15       $ 8        $ 37         $ (6  )
segment profit
                                                                                   
Adjusted segment
profit (loss):
Northeast G&P          $ 4       $ (1  )     $ -         $ (10 )     $ (7    )     $ (9  )
Atlantic-Gulf            166       121         131         158         576           153
West                     311       239         223         207         980           186
NGL & Petchem           71       45        90        94        300         120 
Services
Total adjusted         $ 552     $ 404      $ 444      $ 449      $ 1,849      $ 450 
segment profit
                                                                                   
Depreciation and
amortization
(DD&A):
Northeast G&P          $ 5       $ 17        $ 23        $ 31        $ 76          $ 29
Atlantic-Gulf            92        92          97          100         381           102
West                     58        57          58          61          234           61
NGL & Petchem           4        5         7         7         23          7   
Services
Total depreciation     $ 159     $ 171      $ 185      $ 199      $ 714        $ 199 
and amortization
                                                                                   
Adjusted segment
profit (loss) +
DD&A
Northeast G&P          $ 9       $ 16        $ 23        $ 21        $ 69          $ 20
Atlantic-Gulf            258       213         228         258         957           255
West                     369       296         281         268         1,214         247
NGL & Petchem           75       50        97        101       323         127 
Services
Total adjusted
segment profit +       $ 711     $ 575      $ 629      $ 648      $ 2,563      $ 649 
DD&A



Williams Partners L.P.
                           2013 Guidance   2014 Guidance   2015 Guidance
(Dollars in millions,        Midpoint          Midpoint          Midpoint
except coverage ratios)
                                                                 
Reconciliation of Non-GAAP "Distributable Cash Flow" to GAAP "Net income"
                                                                 
Net income                   $   1,155         $   1,793         $   2,113
Depreciation and                 790               890               985
amortization
Maintenance capital              (330   )          (375   )          (395   )
expenditures
Attributable to                  -                 (53    )          (100   )
Noncontrolling Interests
Other / Rounding                60              95              117    
                                                                 
Distributable cash flow      $   1,675        $   2,350        $   2,720  
                                                                 
Total cash to be             $   1,853         $   2,414         $   2,649
distributed
                                                                 
Coverage ratios:
                                                                 
Distributable cash flow
divided by Total cash to        0.90            0.97            1.03   
be distributed
                                                                 
Net income divided by
Total cash to be                0.62            0.74            0.80   
distributed
                                                                 
                                                                 
Reconciliation of Non-GAAP "Adjusted Segment Profit" and "Adjusted Segment
Profit + DD&A" to GAAP "Segment Profit"
                                                                 
Segment Profit:
Northeast G&P                $   100           $   340           $   515
Atlantic-Gulf                    521               715               990
West                             620               580               555
NGL & Petchem Services          440             755             760    
Total Segment Profit         $   1,681        $   2,390        $   2,820  
Adjustments:
Northeast G&P
Atlantic-Gulf-
Litigation settlement        $   (6     )
gain
West
NGL & Petchem Services                                         
Total Adjustments            $   (6     )      $   -            $   -      
Adjusted segment profit:
Northeast G&P                $   100           $   340           $   515
Atlantic-Gulf                    515               715               990
West                             620               580               555
NGL & Petchem Services          440             755             760    
Adjusted segment profit      $   1,675        $   2,390        $   2,820  
Depreciation and
amortization (DD&A):
Northeast G&P                $   130           $   170           $   205
Atlantic-Gulf                    390               435               490
West                             240               235               235
NGL & Petchem Services          30              50              55     
Total depreciation and       $   790          $   890          $   985    
amortization
Adjusted segment profit
+ DD&A:
Northeast G&P                $   230           $   510           $   720
Atlantic-Gulf                    905               1,150             1,480
West                             860               815               790
NGL & Petchem Services          470             805             815    
Total adjusted segment       $   2,465        $   3,280        $   3,805  
profit + DD&A

Contact:

Williams Partners L.P.
Media Contact:
Tom Droege, 918-573-4034
or
Investor Contacts:
John Porter, 918-573-0797
or
Sharna Reingold, 918-573-2078