Press Release Details

• 4Q Adjusted EBITDA of $1.06 Billion, Up 25% vs. 4Q 2014 on $139 Million in Fee-Based Revenue Growth
• 4Q DCF of $718 Million, Cash Coverage Ratio of .99x or 1.39x with Benefit of IDR Waivers
• Full-Year 2015 Adjusted EBITDA of $4.09 Billion, Up 26% vs. 2014 on $1.38 Billion in Fee-based Revenue Growth
• Full-Year 2015 DCF of $2.82 Billion, Coverage Ratio of .97x or 1.14x with Benefit of IDR Waivers
• 2015 GAAP Results Include $2.6 Billion of Non-cash Impairment Charges

Williams Partners L.P. (NYSE: WPZ) today reported fourth quarter 2015 adjusted EBITDA of $1.06 billion, a $215 million, or 25 percent, increase from fourth quarter 2014. The increase was driven by $139 million in fee-based revenue growth, $43 million in higher olefins margins from higher volumes and $42 million in higher marketing margins. Proportional adjusted EBITDA from equity investments increased $37 million. These increases were partially offset by $45 million lower NGL margins.

Summary Financial Information				4Q									Full Year
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)				$	1,064				$	849			$	4,089				$	3,241
DCF attributable to partnership operations (1)				$	718				$	266			$	2,819				$	1,719
Cash distribution coverage ratio (1) (2)				.99x					NA				.97x					NA
Net income (loss) (3)					($1,605	)			$	382				($1,410	)			$	1,188

(1) Adjusted EBITDA, distributable cash flow (DCF) and cash distribution coverage ratio are non-GAAP measures. Financial information for periods prior to July 1, 2014 represents Williams Partners L.P. on a basis that is prior to the merger with Access Midstream Partners, L.P. DCF for the 2014 periods reflect amounts previously reported for Williams Partners L.P. for those periods prior to the merger. Reconciliations to the most relevant measures included in GAAP are attached to this news release.

(2) Cash distribution coverage ratio for the fourth quarter and year-to-date periods has been adjusted to exclude the benefits of IDR waivers of $209 million and $418 million, respectively, associated with the WPZ merger termination fee. Including the benefit of these IDR waivers the cash distribution coverage ratios for the fourth quarter and year-to-date periods are 1.39x and 1.14x, respectively. Cash distribution coverage ratio for full-year and fourth quarter 2014 is not applicable as the cash distribution paid for fourth quarter 2014 was paid to unitholders of the merged MLP. Reconciliations to the most relevant measures included in GAAP are attached to this news release.

(3) Amounts reported for the fourth quarter and year-to-date 2015 periods reflect impairment charges totaling $2.1 billion and $2.6 billion, respectively, associated with certain equity-method investments, goodwill and certain other assets.

For the year, the partnership reported 2015 adjusted EBITDA of $4.09 billion, an $848 million, or 26 percent, increase from 2014. The increase in 2015 adjusted EBITDA was driven by $1.376 billion, or 36 percent, higher fee-based revenues and minimum volume commitments (MVCs) compared with 2014. These higher fee-based revenues and MVCs include an $837 million increase at Access Midstream primarily driven by contributions from the full-year consolidation of Access Midstream for periods following July 1, 2014. The remaining growth was driven by fee-based revenues from Gulfstar One, Transco expansion projects placed in service and higher volumes in the Northeast.

The Geismar olefins plant operated at expected production levels in the second half of 2015 and contributed approximately $168 million of olefins margins for the year. However, 2014 included approximately $311 million in assumed business interruption insurance proceeds related to the 2013 incident at the Geismar plant.

Additionally, the proportional EBITDA from non-consolidated equity investments increased $301 million in 2015 versus 2014, due primarily to full-year contributions from Access Midstream joint ventures and Discovery’s Keathley Canyon Connector project in the Atlantic-Gulf operating area.

Partially offsetting these increases in 2015 adjusted EBITDA were $229 million in lower NGL margins due primarily to NGL prices that remain at a 13-year low. NGL margins for 2015 totaled $160 million. Operating expenses increased $370 million in 2015 due to a $219 million increase at Access Midstream due to the consolidation of Access Midstream for periods following July 1, 2014 and due to expansions at the partnership’s other operating areas. General and administrative expenses decreased $11 million excluding a $78 million increase at Access Midstream due to the consolidation for periods following July 1, 2014.

Williams Partners reported unaudited fourth quarter 2015 net loss attributable to controlling interests of $1.605 billion compared with net income of $382 million in fourth quarter 2014. The unfavorable change was driven primarily by a $1.1 billion non-cash impairment of goodwill and $859 million of non-cash impairments associated with certain equity-method investments.

The impairments were largely the result of significant declines in energy commodity prices as well as market values of Williams Partners’ and comparable midstream companies’ publicly traded equity securities in the fourth quarter. The impaired equity-method investments and certain of the impaired goodwill relate to the acquisition of Access Midstream Partners completed in 2014. The remaining impaired goodwill was associated with 2012 acquisitions.

For the year, Williams Partners reported unaudited net loss attributable to controlling interests of $1.410 billion, compared with net income of $1.188 billion for 2014. The unfavorable change was driven by a $1.1 billion non-cash impairment of goodwill and $1.3 billion of impairments associated with certain equity-method investments, as well as declines in NGL margins and higher operating, depreciation and interest expenses. Higher fee-based revenues and increased olefins margins partially offset these unfavorable changes.

Distributable Cash Flow

Williams Partners reported $718 million in fourth quarter 2015 distributable cash flow (DCF) attributable to partnership operations, compared with $266 million in fourth quarter 2014. For the year, the partnership reported $2.819 billion in DCF, compared with $1.719 billion for 2014. The primary drivers of the growth in DCF for both the quarter and the year were the Access Midstream acquisition and other increases in adjusted EBITDA discussed above, partially offset by higher interest expense. DCF for 2014 reflects Williams Partners’ results prior to the merger with Access Midstream Partners, L.P.

CEO Perspective

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

“Williams Partners recorded another strong quarter, demonstrating excellent operational performance and the resilience of our business to grow despite sharply lower commodity prices. Even with reduced activities in supply areas, the partnership enjoyed continued growth in fee-based revenues primarily from demand-driven projects and expansions brought into service.

“Several Transco expansions, Gulfstar One, as well as the Keathley Canyon Connector and the expanded Geismar plant, delivered significant revenues in the second half of 2015. We expect new cash flow contributions in the first quarter of 2016 from our Leidy Southeast Expansion, the Kodiak tieback and the expansion of our offgas processing and fractionation business in Canada.

“Low natural gas prices continue to spur demand-based growth on Transco and our other interstate pipelines. As a result, our 2016 growth investments are primarily focused on serving the long-term natural gas needs of local distribution companies, electric power generation, LNG and industrial loads.”

Business Segment Performance

Williams Partners				Adjusted EBITDA
Amounts in millions				4Q 2015					4Q 2014					Full-Year 2015					Full-Year 2014
Access Midstream (1)				$	351				$	325				$	1,361				$	647
Atlantic-Gulf					390					268					1,528					1,075
NGL & Petchem Services (2)					72					(13	)				197					413
Northeast G&P					77					78					356					276
West					175					190					648					831
Other					(1	)				1					(1	)				(1	)
Total				$	1,064				$	849				$	4,089				$	3,241

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

(1) The first half of 2014 reflects pre-merger Williams Partners and excludes Access Midstream.

(2) The first and second quarters of 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 Segment

Access Midstream provides gathering, treating, and compression services to producers under long-term, fee-based contracts in Pennsylvania, West Virginia, Ohio, Louisiana, Texas, Arkansas and Oklahoma. 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 multiple natural gas gathering systems in the Marcellus Shale region.

Access Midstream reported fourth quarter 2015 adjusted EBITDA of $351 million, compared with $325 million in fourth quarter 2014. The increase was driven by higher fee-based volumes, minimum volume commitments and the increased ownership interest in the Utica East Ohio Midstream joint venture.

For the year, Access Midstream reported adjusted EBITDA of $1.36 billion, compared with $647 million previously reported for full-year 2014. Williams Partners' results for first and second quarter 2014 are on a pre-merger basis and exclude Access Midstream.

Atlantic-Gulf Segment

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 oil production handling and transportation in the Gulf Coast region. These operations include a 51-percent consolidated interest in Gulfstar One, a 50-percent equity-method interest in Gulfstream and a 60-percent equity-method interest in the Discovery pipeline and processing system.

Atlantic-Gulf reported fourth quarter 2015 adjusted EBITDA of $390 million, compared with $268 million for fourth quarter 2014. The increase was due primarily to $88 million in higher fee-based revenues from both Gulfstar One and Transco expansion projects, as well as $35 million higher proportional adjusted EBITDA primarily from Discovery driven by the Keathley Canyon Connector project.

For the year, Atlantic-Gulf reported adjusted EBITDA of $1.528 billion, compared with $1.075 billion for full-year 2014. The increase was due primarily to $385 million in higher fee-based revenues from both Gulfstar One and Transco expansion projects, as well as $106 million higher proportional adjusted EBITDA primarily from Discovery driven by the Keathley Canyon Connector project, partially offset by lower NGL margins.

NGL & Petchem Services Segment

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, 261 miles of NGL and olefins pipelines and an NGL/olefins fractionation 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 fourth quarter 2015 adjusted EBITDA of $72 million, compared with a loss of $13 million for fourth quarter 2014. Geismar operated at expected production levels and contributed approximately $53 million of olefins margins for fourth quarter 2015. Marketing margins increased $41 million for the quarter due primarily to the absence of unfavorable inventory valuation adjustments, which occurred in fourth quarter 2014. Partially offsetting these increases were $27 million in lower commodity-related margins at the Canadian operations.

For the year, NGL & Petchem Services reported adjusted EBITDA of $197 million, compared with $413 million for 2014. The Geismar olefins plant operated at expected production levels in the second half of 2015 and contributed approximately $168 million of olefins margins for the year. However, 2014 included approximately $311 million in assumed business interruption insurance proceeds related to the 2013 incident at the Geismar plant. In addition to the absence of the assumed business interruption insurance proceeds, the year-over-year results were also partially offset by $89 million in lower commodity-related margins at the Canadian operations.

Northeast G&P Segment

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.

Northeast G&P reported fourth quarter 2015 adjusted EBITDA of $77 million, compared with $78 million for fourth quarter 2014. The lack of growth between fourth quarter 2015 and fourth quarter 2014 was primarily due to lower fee-based volumes caused by price-related shut-ins by producers.

For the year, Northeast G&P reported adjusted EBITDA of $356 million, compared with $276 million for full-year 2014. The improved results were due primarily to a $96 million increase in fee-based revenues driven primarily by higher volumes and incremental new service at Ohio Valley Midstream as well as $23 million higher proportional EBITDA from equity method investments. These gains were partially offset by $49 million in higher operating expenses associated with growth and operational repairs in the Northeast.

Williams Partners recently negotiated a new gathering agreement with an existing customer. The new agreement provides for a lower per-unit rate but with expected higher revenue as a result of additional expected production as well as additional acreage dedication and extended term. Williams Partners expects no change in revenue associated with this new agreement in 2016 and higher revenue in 2017 and beyond.

West Segment

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

West reported fourth quarter adjusted EBITDA of $175 million, compared with $190 million for fourth quarter 2014. Lower adjusted EBITDA for the quarter was due primarily to $27 million lower NGL margins from lower NGL prices that remain at 13-year lows.

For the year, West reported adjusted EBITDA of $648 million, compared with $831 million for full-year 2014. Lower adjusted EBITDA for the year-over-year period was due primarily to $150 million lower NGL margins and $24 million higher expenses primarily driven by the addition of the Niobrara operations from the Access Midstream merger. Higher fee-based revenues from the addition of the Niobrara operations were largely offset by decreases in other areas.

Year-End 2015 Materials to Be Posted Shortly; Conference Call Scheduled for Tomorrow

Williams Partners’ fourth quarter and full-year 2015 financial materials 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, Feb. 18, at 9:30 a.m. EST. A limited number of phone lines will be available at (800) 524-8850. International callers should dial (416) 204-9702. 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 partnership plans to file its 2015 Form 10-K with the Securities and Exchange Commission next week. Once filed, the document will be available on both the SEC and Williams Partners websites.

Definitions of Non-GAAP 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, impairments of equity investments and goodwill, 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.

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 expense 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 (loss).

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 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical facts, included in this document that address activities, events or developments that we expect, believe or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “assumes,” “guidance,” “outlook,” “in service date” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:

• The status, expected timing and expected outcome of the proposed ETC Merger;

• Events which may occur subsequent to the proposed ETC Merger including events which directly impact our business;

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

• Our and our affiliates’ future credit ratings;

• 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 document. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:

• The timing and likelihood of completion of the proposed ETC Merger, including the satisfaction of conditions to the completion of the proposed ETC Merger;

• Energy Transfer’s plans for us, as well as the other master limited partnerships it currently controls, following the completion of the proposed ETC Merger;

• Disruption from the proposed ETC Merger making it more difficult to maintain business and operational relationships;

• 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;

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

• Inflation, interest rates, fluctuation in foreign exchange rates and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on 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;

• 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;

• 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 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 (the “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 and referred to below may cause our intentions to change from those statements of intention set forth in this document. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.

Limited partner units 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. You should carefully consider the risk factors referred to below in addition to the other information in this document. If any of the risks to which we are subject were actually to occur, our business, results of operations and financial condition could be materially adversely affected. In that case, we might not be able to pay distributions on our common units, the trading price of our common units could decline, and unitholders could lose all or part of their investment.

Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K filed with the SEC on February 25, 2015 and in Part II, Item 1A. Risk Factors in our Quarterly Reports on Form 10-Q available from our office or from our website at www.williams.com.

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				3rd Qtr				4th Qtr				Year
Williams Partners L.P.
	Reconciliation of GAAP "Net Income (Loss)" to Non-GAAP "Modified EBITDA", "Adjusted EBITDA", and "Distributable cash flow”
		Net income (loss)			$	352			$	223			$	247			$	462			$	1,284					$	112			$	332			$	(167	)		$	(1,596	)		$	(1,319	)
			Provision (benefit) for income taxes			8				5				10				6				29						3				—				1				(3	)			1
			Interest expense			106				126				154				176				562						192				203				205				211				811
			Equity (earnings) losses			(23	)			(32	)			(85	)			(88	)			(228	)					(51	)			(93	)			(92	)			(99	)			(335	)
			Impairment of equity-method investments			—				—				—				—				—						—				—				461				859				1,320
			Other investing (income) loss			—				(1	)			—				(1	)			(2	)					(1	)			—				—				(1	)			(2	)
			Proportional Modified EBITDA of equity-method investments			54				62				150				165				431						136				183				185				195				699
			Impairment of goodwill			—				—				—				—				—						—				—				—				1,098				1,098
			Depreciation and amortization expenses			208				207				364				372				1,151						419				419				423				441				1,702
			Accretion for asset retirement obligations associated with nonregulated operations			3				6				3				5				17						7				9				5				7				28
		Modified EBITDA				708				596				843				1,097				3,244						817				1,053				1,021				1,112				4,003
		Adjustments
			Estimated minimum volume commitments			—				—				47				(114	)			(67	)					55				55				65				(175	)			—
			Acquisition-related expenses			—				2				13				1				16						—				—				—				—				—
			Merger and transition related expenses			—				—				11				30				41						32				14				2				2				50
			Share of impairment at equity-method investments			—				—				—				—				—						8				1				17				7				33
			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				2				116				145
			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 (recovery) related to Opal incident			—				6				—				2				8						1				—				(8	)			1				(6	)
			Loss on sale of equipment			—				—				—				7				7						—				—				—				—				—
			Gain on extinguishment of debt			—				—				—				—				—						—				(14	)			—				—				(14	)
			Expenses associated with strategic alternatives			—				—				—				—				—						—				—				1				1				2
		Total EBITDA adjustments				60				121				64				(248	)			(3	)					100				(45	)			79				(48	)			86
			Adjusted EBITDA		$	768			$	717			$	907			$	849			$	3,241						917				1,008				1,100				1,064				4,089
		Maintenance capital expenditures (1)																										(54	)			(80	)			(114	)			(114	)			(362	)
		Interest expense (cash portion) (2)																										(204	)			(207	)			(219	)			(214	)			(844	)
		Cash taxes																										(1	)			—				—				—				(1	)
		Income attributable to noncontrolling interests (3)																										(23	)			(32	)			(27	)			(29	)			(111	)
		WPZ restricted stock unit non-cash compensation																										7				6				7				7				27
		Plymouth incident adjustment																										4				6				7				4				21
		Distributable cash flow attributable to Partnership Operations																										646				701				754				718				2,819
		Total cash distributed (4)																									$	725			$	723			$	723			$	725			$	2,896
		Coverage ratios:
		Distributable cash flow attributable to partnership operations divided by Total cash distributed																										0.89				0.97				1.04				0.99				0.97
		Net income divided by Total cash distributed																										0.15				0.46				(0.23	)			(2.20	)			(0.46	)

Notes:
(1)				Includes proportionate share of maintenance capital expenditures of equity investments.
(2)				Includes proportionate share of interest expense of equity investments.
(3)				Income attributable to noncontrolling interests for the fourth quarter 2015 excludes allocable share of impairment of goodwill.
(4)				Cash distributions for the third quarter, fourth quarter, and year-to-date periods have been increased by $209 million, $209 million, and $418 million, respectively, in order to exclude the impact of the IDR waiver associated with the WPZ merger termination fee from the determination of coverage ratios.

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				3rd Qtr				4th Qtr				Year
	Modified EBITDA:
	Access Midstream			$	—		$	(2	)		$	254			$	390			$	642					$	228			$	273			$	268			$	510			$	1,279
	Northeast G&P				48			59				80				208				395						90				70				84				70				314
	Atlantic-Gulf				266			270				271				258				1,065						335				389				414				385				1,523
	West				212			199				224				188				823						161				150				169				77				557
	NGL & Petchem Services				182			72				17				53				324						6				158				85				72				321
	Other				—			(2	)			(3	)			—				(5	)					(3	)			13				1				(2	)			9
	Total Modified EBITDA			$	708		$	596			$	843			$	1,097			$	3,244					$	817			$	1,053			$	1,021			$	1,112			$	4,003
	Adjustments:
	Access Midstream
	ACMP Acquisition-related expenses			$	—		$	2			$	13			$	1			$	16					$	—			$	—			$	—			$	—			$	—
	ACMP Merger and transition costs				—			—				8				29				37						30				14				2				2				48
	Loss on sale of equipment				—			—				—				7				7						—				—				—				—				—
	Impairment of certain assets				—			—				—				12				12						1				3				—				10				14
	Estimated minimum volume commitments				—			—				47				(114	)			(67	)					55				55				65				(175	)			—
	Share of impairment at equity-method investments				—			—				—				—				—						—				—				16				4				20
	Total Access Midstream adjustments				—			2				68				(65	)			5						86				72				83				(159	)			82
	Northeast G&P
	Share of impairment at equity-method investment				—			—				—				—				—						8				1				1				3				13
	Contingency gain, 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				2				4				29
	Total Northeast G&P adjustments				6			17				(12	)			(130	)			(119	)					10				22				3				7				42
	Atlantic-Gulf
	Impairment of certain assets				—			—				—				10				10						—				—				—				5				5
	Total Atlantic-Gulf adjustments				—			—				—				10				10						—				—				—				5				5
	West
	Impairment of certain assets				—			—				—				—				—						—				—				—				97				97
	Loss (recovery) related to Opal incident				—			6				—				2				8						1				—				(8	)			1				(6	)
	Total West adjustments				—			6				—				2				8						1				—				(8	)			98				91
	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
	ACMP Merger-related expenses				—			—				3				1				4						2				—				—				—				2
	Expenses associated with strategic alternatives				—			—				—				—				—						—				—				1				1				2
	Gain on extinguishment of debt				—			—				—				—				—						—				(14	)			—				—				(14	)
	Total Other adjustments				—			—				3				1				4						2				(14	)			1				1				(10	)
	Total Adjustments			$	60		$	121			$	64			$	(248	)		$	(3	)				$	100			$	(45	)		$	79			$	(48	)		$	86
	Adjusted EBITDA:
	Access Midstream			$	—		$	—			$	322			$	325			$	647					$	314			$	345			$	351			$	351			$	1,361
	Northeast G&P				54			76				68				78				276						100				92				87				77				356
	Atlantic-Gulf				266			270				271				268				1,075						335				389				414				390				1,528
	West				212			205				224				190				831						162				150				161				175				648
	NGL & Petchem Services				236			168				22				(13	)			413						7				33				85				72				197
	Other				—			(2	)			—				1				(1	)					(1	)			(1	)			2				(1	)			(1	)
	Total Adjusted EBITDA			$	768		$	717			$	907			$	849			$	3,241					$	917			$	1,008			$	1,100			$	1,064			$	4,089