-
3Q 2015 Adjusted EBITDA is $1.1 Billion, Up 21% Primarily on Major
Fee-Based Projects
-
Record Distributable Cash Flow of $754 Million – More than Double
3Q 2014 – Coverage Ratio of 1.04x
-
Fee-Based Revenues Up $204 Million or 18% on Contributions from New
Major Projects, Access Midstream Growth
Williams Partners L.P. (NYSE: WPZ) today reported third quarter 2015
adjusted EBITDA of $1.1 billion, a $193 million, or 21 percent, increase
from third quarter 2014.
The increase in adjusted EBITDA for third quarter 2015 is due to
increases of $143 million from the Atlantic-Gulf segment, $63 million
from NGL & Petchem Services, $29 million from Access Midstream and $19
million from the Northeast G&P segment. Partially offsetting these
increases was a $63 million decrease in the West due to lower NGL
margins.
|
|
|
|
|
Summary Financial Information
|
|
3Q
|
|
YTD
|
Amounts in millions, except coverage ratio amounts. All income
amounts attributable to Williams Partners L.P.
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Williams Partners
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (1)
|
|
$
|
1,100
|
|
|
$
|
907
|
|
$
|
3,025
|
|
$
|
2,392
|
DCF attributable to partnership operations (1)
|
|
$
|
754
|
|
|
$
|
367
|
|
$
|
2,101
|
|
$
|
1,453
|
Cash distribution coverage ratio (1) (2)
|
|
1.04x
|
|
.63x
|
|
.97x
|
|
.84x
|
Net income (loss) (3)
|
|
|
($194
|
)
|
|
$
|
233
|
|
$
|
195
|
|
$
|
806
|
|
(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 and cash distribution coverage ratio
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 ratios for the third quarter and
year-to-date 2015 periods exclude the benefit of $209 million of IDR
waivers associated with the WPZ merger termination fee. The 2015
cash distribution coverage ratios, including the benefit of the $209
million IDR waiver during third quarter 2015, are 1.47x and 1.07x
for the third quarter and year-to-date 2015 periods, respectively.
|
|
(3) Amounts reported for the 2015 periods reflect impairment
charges totaling $477 million associated with certain equity-method
investments previously recorded at fair value in conjunction with
the Access merger.
|
|
The increase in adjusted EBITDA in third quarter 2015 as described above
by segment was driven by $204 million, or 18 percent, higher fee-based
revenues and minimum volume commitments compared with third quarter
2014. Olefins margins increased $58 million reflecting production at the
expanded Geismar plant in third quarter 2015 at multi-year low per unit
ethylene margins, partially offset by lower margins from our Canadian
operations. Additionally, the proportional EBITDA from non-consolidated
equity investments increased $52 million for third quarter 2015 versus
third quarter 2014, due primarily to Discovery’s Keathley Canyon
Connector project in the Atlantic-Gulf operating area.
Partially offsetting these increases were $68 million in lower NGL
margins due primarily to NGL prices that remain at a 10-year low, as
well as $51 million higher operating and general and administrative
expenses versus third quarter 2014 primarily reflecting higher costs
associated with our growing businesses.
Year-to-date 2015, Williams Partners reported adjusted EBITDA of $3.025
billion, a $633 million, or 26 percent, increase from the same period
last year. The year-to-date increase in adjusted EBITDA was primarily
driven by contributions from the Access Midstream merger for periods
following July 1, 2014, as well as fee-based revenue growth in other
operating areas.
Williams Partners reported unaudited third quarter 2015 net loss
attributable to controlling interests of $194 million compared with
income of $233 million in third quarter 2014. The unfavorable change was
driven by $477 million of impairments in 2015 associated with certain
equity-method investments, as well as declines in NGL margins and higher
operating, depreciation and interest expenses. The impairment charges
primarily relate to our investment in the Delaware basin gas gathering
system, which were driven by an increase in the discount rate utilized
in our estimation of the fair value of the investment at September 30,
2015. Higher fee-based revenues and increased olefins margins partially
offset these unfavorable changes.
Year-to-date net income was $195 million, compared with $806 million
year-to-date 2014. The year-to-date decrease in net income was driven
primarily by the same factors described above, as well as higher general
and administrative costs.
Distributable Cash Flow & Distributions
For third quarter 2015, Williams Partners generated $754 million in
distributable cash flow (DCF) attributable to partnership operations,
compared with $367 million in DCF attributable to partnership operations
in third quarter 2014. The $387 million increase in DCF for the quarter
was driven by the Access Midstream acquisition and other increases in
adjusted EBITDA, partially offset by higher interest expense. DCF for
2014 reflects pre-merger Williams Partners.
Year-to-date 2015, Williams Partners generated $2.1 billion in DCF
attributable to partnership operations, compared with $1.45 billion in
DCF attributable to partnership operations for the same period last
year. The $648 million increase in DCF for the nine-month period ended
Sept. 30 was driven by the Access Midstream acquisition and other
increases in adjusted EBITDA, partially offset by higher interest
expense.
CEO Perspective
Alan Armstrong, chief executive officer of Williams Partners’ general
partner, made the following comments:
“Our strong third quarter results underscore the effectiveness of our
strategy to connect the best natural gas supplies to the best markets
with fee-based infrastructure, which accounted for more than 90 percent
of our gross margin. Williams Partners achieved record distributable
cash flow and delivered adjusted EBITDA growth across four of the
partnership’s five operating areas.
“In September, we completed Transco’s Virginia Southside Expansion and
we’re on track to place into full service the Leidy Southeast Expansion
by the end of the year, helping relieve supply bottlenecks in the
Northeast and creating more fee-based revenue. Supply development in the
Northeast will continue to be hampered until constraints are addressed.
Fortunately, Williams Partners and other industry participants are hard
at work implementing projects that will solve this problem.
“We recognize the fundamental pressures impacting our direct commodity
margins and volume growth on our gathering and processing systems.
However, our unique position and backlog of fully contracted,
demand-driven projects will drive our continued operating cash flow
growth.”
Business Segment Performance
Williams Partners
|
|
Adjusted EBITDA
|
Amounts in millions
|
|
3Q 2015
|
|
3Q 2014
|
|
YTD 2015
|
|
YTD 2014
|
Access Midstream (1)
|
|
$
|
351
|
|
$
|
322
|
|
$
|
1,010
|
|
$
|
322
|
|
Atlantic-Gulf
|
|
|
414
|
|
|
271
|
|
|
1,138
|
|
|
807
|
|
NGL & Petchem Services (2)
|
|
|
85
|
|
|
22
|
|
|
125
|
|
|
426
|
|
Northeast G&P
|
|
|
87
|
|
|
68
|
|
|
279
|
|
|
198
|
|
West
|
|
|
161
|
|
|
224
|
|
|
473
|
|
|
641
|
|
Other
|
|
|
2
|
|
|
-
|
|
|
-
|
|
|
(2
|
)
|
Total
|
|
$
|
1,100
|
|
$
|
907
|
|
$
|
3,025
|
|
$
|
2,392
|
|
|
|
|
|
|
|
|
|
|
Schedules reconciling adjusted EBITDA to modified EBITDA and net
income are attached to this news release.
|
|
(1) First and second quarter 2014 represents 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, Oklahoma and Kansas. Access
Midstream also includes a non-operated 50 percent interest in the
Delaware Basin gas gathering system in the Mid-Continent region and a 62
percent interest in Utica East Ohio Midstream LLC, a joint project to
develop infrastructure for the gathering, processing and fractionation
of natural gas and NGLs in the Utica Shale play in Eastern Ohio.
Additionally, Access Midstream operates 100 percent of and owns an
approximate average 45 percent interest in 11 natural gas gathering
systems in the Marcellus Shale region.
Access Midstream reported adjusted EBITDA of $351 million for third
quarter 2015, compared with $322 million of adjusted EBITDA in third
quarter 2014. The increase in adjusted EBITDA between years was driven
by higher fee-based volumes, minimum volume commitments and the
increased ownership interest in the Utica East Ohio Midstream joint
venture.
Year-to-date 2015, Access Midstream segment reported adjusted EBITDA of
$1.01 billion, compared with $322 million previously reported for the
same period last year. 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 production handling and transportation in the Gulf
Coast region. These operations include a 51-percent interest in Gulfstar
One, a 50-percent interest in Gulfstream and a 60-percent interest in
the Discovery pipeline and processing system.
Atlantic-Gulf reported adjusted EBITDA of $414 million for third quarter
2015, compared with $271 million for third quarter 2014. The increase
was due primarily to $113 million 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, partially offset by lower NGL
margins.
Year-to-date 2015, Atlantic-Gulf reported adjusted EBITDA of $1.14
billion, compared with $807 million for the same period last year. The
year-to-date results were driven primarily by the same factors that
drove the quarterly results.
NGL & Petchem Services 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, 260 miles of NGL and
olefins pipelines and an NGL/olefins fractionation facility and
butylene/butane splitter facility at Redwater. This segment also
includes the partnership’s energy commodities marketing business, an NGL
fractionator and storage facilities near Conway, Kan. and a 50-percent
interest in Overland Pass Pipeline.
NGL & Petchem Services reported adjusted EBITDA of $85 million for third
quarter 2015, compared with $22 million for third quarter 2014. Geismar
operated at expected production levels and contributed approximately $71
million of olefins margins for third quarter 2015, partially offset by
$19 million in lower commodity-related margins at the Canadian
operations.
Year-to-date 2015, NGL & Petchem Services reported adjusted EBITDA of
$125 million, compared with $426 million for the same period last year.
Year-to-date 2014 results include 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-to-date results were also
driven by the same factors that drove the quarterly results.
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 adjusted EBITDA of $87 million for third quarter
2015, compared with $68 million for third quarter 2014. The improved
results are due primarily to a $25 million increase in fee-based
revenues driven primarily by higher volumes and incremental new services
at Ohio Valley Midstream, as well as $11 million higher proportional
EBITDA from equity investments. These gains were partially offset by $15
million in higher operating expenses associated with growth and
operational repairs in the Northeast.
Year-to-date 2015, Northeast G&P reported adjusted EBITDA of $279
million, compared with $198 million for the same period last year. The
year-to-date results were driven primarily by the same factors that
drove the quarterly results.
West 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 adjusted EBITDA of $161 million for third quarter 2015,
compared with $224 million for third quarter 2014. Lower adjusted EBITDA
for the quarter was due primarily to $52 million lower NGL margins from
lower NGL prices that remain at 10-year lows.
Year-to-date 2015, West reported adjusted EBITDA of $473 million,
compared with $641 million for the same period last year. Lower adjusted
EBITDA for the year-to-date period was due primarily to nearly $123
million lower NGL margins and $37 million higher operating and
maintenance expenses driven by the addition of the Niobrara operations
from the Access Midstream merger and various increases in other
operating expenses.
Other
Williams Partners recently announced a regular quarterly cash
distribution of $0.85 per unit for its common unitholders. As announced
on Sept. 28 in connection with the proposed business combination
transaction between Williams and Energy Transfer Equity, L.P., Williams
and Williams Partners withdrew previous financial guidance and adopted a
policy of no longer providing financial guidance.
Third-Quarter Materials to be Posted Shortly, Live Webcast Scheduled
for Tomorrow
Williams Partners’ third-quarter 2015 financial results will be posted
shortly at www.williams.com.
The information will include the data book and analyst package.
Williams Partners and Williams will jointly host a conference call and
live webcast on Thursday, Oct. 29, at 9 a.m. EDT. A limited number of
phone lines will be available at (800) 505-9568. International callers
should dial (416) 505-9568. A link to the webcast, as well as replays of
the webcast in both streaming and downloadable podcast formats, will be
available following the event at www.williams.com.
Form 10-Q
The partnership plans to file its third-quarter 2015 Form 10-Q with the
Securities and Exchange Commission this week. Once filed, the document
will be available on both the SEC and Williams Partners websites.
Definitions of Non-GAAP Financial Measures
This news release may include certain financial measures – adjusted
EBITDA, distributable cash flow and cash distribution coverage ratio –
that are non-GAAP financial measures as defined under the rules of the
Securities and Exchange Commission.
Our segment performance measure, modified EBITDA, is defined as net
income (loss) before income tax expense, net interest expense, equity
earnings from equity-method investments, other net investing income,
impairments of equity investments, 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.
This news release is accompanied by a reconciliation of these non-GAAP
financial measures to their nearest GAAP financial measures. Management
uses these financial measures because they are accepted financial
indicators used by investors to compare company performance. In
addition, management believes that these measures provide investors an
enhanced perspective of the operating performance of the Partnership's
assets and the cash that the business is generating.
Neither adjusted EBITDA nor distributable cash flow are intended to
represent cash flows for the period, nor are they presented as an
alternative to net income or cash flow from operations. They should not
be considered in isolation or as substitutes for a measure of
performance prepared in accordance with United States generally accepted
accounting principles.
About Williams Partners
Williams Partners (NYSE: WPZ) is an industry-leading, large-cap natural
gas infrastructure master limited partnership with a strong growth
outlook and major positions in key U.S. supply basins and also in
Canada. Williams Partners has operations across the natural gas value
chain from gathering, processing and interstate transportation of
natural gas and natural gas liquids to petchem production of ethylene,
propylene and other olefins. Williams Partners owns and operates more
than 33,000 miles of pipelines system wide – including the nation’s
largest volume and fastest growing pipeline – providing natural gas for
clean-power generation, heating and industrial use. Williams Partners’
operations touch approximately 30 percent of U.S. natural gas. Tulsa,
Okla.-based Williams (NYSE: WMB), a premier provider of large-scale
North American natural gas infrastructure, owns 60 percent of Williams
Partners, including all of the 2 percent general-partner interest. www.williams.com
Forward-Looking Statements
The reports, filings, and other public announcements of Williams
Partners L.P. (WPZ) may contain or incorporate by reference statements
that do not directly or exclusively relate to historical facts. Such
statements are “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended and Section 21E of
the Securities Exchange Act of 1934, as amended. We make these
forward-looking statements in reliance on the safe harbor protections
provided under the Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by various forms of
words such as “anticipates,” “believes,” “seeks,” “could,” “may,”
“should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,”
“might,” “goals,” “objectives,” “targets,” “planned,” “potential,”
“projects,” “scheduled,” “will,” “assumes,” “guidance,” “outlook,” “in
service date” or other similar expressions. These forward-looking
statements are based on management’s beliefs and assumptions and on
information currently available to management and include, among others,
statements regarding:
-
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 (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 and referred to below may cause our intentions to change
from those statements of intention set forth in this document. Such
changes in our intentions may also cause our results to differ. We may
change our intentions, at any time and without notice, based upon
changes in such factors, our assumptions, or otherwise.
Because forward-looking statements involve risks and uncertainties,
we caution that there are important factors, in addition to those listed
above, that may cause actual results to differ materially from those
contained in the forward-looking statements. For a detailed
discussion of those factors, see Part I, Item 1A. Risk Factors in our
Annual Report on Form 10-K filed with the SEC on February 25, 2015 and
in Part II, Item 1A. Risk Factors in our Quarterly Report 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
|
|
Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Williams Partners L.P.
|
Reconciliation of GAAP "Net Income" to Non-GAAP "Modified
EBITDA," "Adjusted EBITDA," and "Distributable cash flow”
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
$
|
352
|
|
|
$
|
223
|
|
|
$
|
247
|
|
|
$
|
462
|
|
|
$
|
1,284
|
|
|
|
$
|
112
|
|
|
$
|
332
|
|
|
$
|
(167
|
)
|
|
$
|
277
|
|
Provision (benefit) for income taxes
|
|
|
|
8
|
|
|
|
5
|
|
|
|
10
|
|
|
|
6
|
|
|
|
29
|
|
|
|
|
3
|
|
|
|
—
|
|
|
|
1
|
|
|
|
4
|
|
Interest expense
|
|
|
|
106
|
|
|
|
126
|
|
|
|
154
|
|
|
|
176
|
|
|
|
562
|
|
|
|
|
192
|
|
|
|
203
|
|
|
|
205
|
|
|
|
600
|
|
Equity (earnings) losses
|
|
|
|
(23
|
)
|
|
|
(32
|
)
|
|
|
(85
|
)
|
|
|
(88
|
)
|
|
|
(228
|
)
|
|
|
|
(51
|
)
|
|
|
(93
|
)
|
|
|
(92
|
)
|
|
|
(236
|
)
|
Impairment of equity-method investments
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
461
|
|
|
|
461
|
|
Other investing (income) loss
|
|
|
|
—
|
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
(1
|
)
|
|
|
(2
|
)
|
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(1
|
)
|
Proportional Modified EBITDA of equity-method investments
|
|
|
|
54
|
|
|
|
62
|
|
|
|
150
|
|
|
|
165
|
|
|
|
431
|
|
|
|
|
136
|
|
|
|
183
|
|
|
|
185
|
|
|
|
504
|
|
Depreciation and amortization expenses
|
|
|
|
208
|
|
|
|
207
|
|
|
|
364
|
|
|
|
372
|
|
|
|
1,151
|
|
|
|
|
419
|
|
|
|
419
|
|
|
|
423
|
|
|
|
1,261
|
|
Accretion for asset retirement obligations associated with
nonregulated operations
|
|
|
|
3
|
|
|
|
6
|
|
|
|
3
|
|
|
|
5
|
|
|
|
17
|
|
|
|
|
7
|
|
|
|
9
|
|
|
|
5
|
|
|
|
21
|
|
Modified EBITDA
|
|
|
|
708
|
|
|
|
596
|
|
|
|
843
|
|
|
|
1,097
|
|
|
|
3,244
|
|
|
|
|
817
|
|
|
|
1,053
|
|
|
|
1,021
|
|
|
|
2,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
48
|
|
Share of impairment at equity-method investment
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
8
|
|
|
|
1
|
|
|
|
17
|
|
|
|
26
|
|
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
|
|
|
|
29
|
|
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
|
)
|
|
|
(7
|
)
|
Loss on sale of equipment
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7
|
|
|
|
7
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Gain on extinguishment of debt
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
(14
|
)
|
|
|
—
|
|
|
|
(14
|
)
|
Proposed WMB/WPZ merger expenses
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
|
1
|
|
Total EBITDA adjustments
|
|
|
|
60
|
|
|
|
121
|
|
|
|
64
|
|
|
|
(248
|
)
|
|
|
(3
|
)
|
|
|
|
100
|
|
|
|
(45
|
)
|
|
|
79
|
|
|
|
134
|
|
Adjusted EBITDA
|
|
|
$
|
768
|
|
|
$
|
717
|
|
|
$
|
907
|
|
|
$
|
849
|
|
|
$
|
3,241
|
|
|
|
|
917
|
|
|
|
1,008
|
|
|
|
1,100
|
|
|
|
3,025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance capital expenditures (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(54
|
)
|
|
|
(80
|
)
|
|
|
(114
|
)
|
|
|
(248
|
)
|
Interest expense (cash portion) (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(204
|
)
|
|
|
(207
|
)
|
|
|
(219
|
)
|
|
|
(630
|
)
|
Cash taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(1
|
)
|
Income attributable to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23
|
)
|
|
|
(32
|
)
|
|
|
(27
|
)
|
|
|
(82
|
)
|
WPZ restricted stock unit non-cash compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
|
|
6
|
|
|
|
7
|
|
|
|
20
|
|
Plymouth incident adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
6
|
|
|
|
7
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable cash flow attributable to Partnership Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
646
|
|
|
|
701
|
|
|
|
754
|
|
|
|
2,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash distributed (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
725
|
|
|
$
|
723
|
|
|
$
|
723
|
|
|
$
|
2,171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coverage ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributable cash flow attributable to partnership operations
divided by Total cash distributed
|
|
|
|
|
|
|
0.89
|
|
|
|
0.97
|
|
|
|
1.04
|
|
|
|
0.97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income divided by Total cash distributed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.15
|
|
|
|
0.46
|
|
|
|
(0.23
|
)
|
|
|
0.13
|
|
Notes: (1) Includes proportionate share of maintenance
capital expenditures of equity investments.
|
(2) Includes proportionate share of interest expense of
equity investments.
|
(3) Cash distributions for the third quarter and
year-to-date periods have been increased by $209 million 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
|
|
Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Modified EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Access Midstream
|
|
$
|
—
|
|
$
|
(2
|
)
|
|
$
|
254
|
|
|
$
|
390
|
|
|
$
|
642
|
|
|
|
|
$
|
228
|
|
|
$
|
273
|
|
|
$
|
268
|
|
|
$
|
769
|
|
Northeast G&P
|
|
|
|
48
|
|
|
59
|
|
|
|
80
|
|
|
|
208
|
|
|
|
395
|
|
|
|
|
|
90
|
|
|
|
70
|
|
|
|
84
|
|
|
|
244
|
|
Atlantic-Gulf
|
|
|
|
266
|
|
|
270
|
|
|
|
271
|
|
|
|
258
|
|
|
|
1,065
|
|
|
|
|
|
335
|
|
|
|
389
|
|
|
|
414
|
|
|
|
1,138
|
|
West
|
|
|
|
|
212
|
|
|
199
|
|
|
|
224
|
|
|
|
188
|
|
|
|
823
|
|
|
|
|
|
161
|
|
|
|
150
|
|
|
|
169
|
|
|
|
480
|
|
NGL & Petchem Services
|
|
|
182
|
|
|
72
|
|
|
|
17
|
|
|
|
53
|
|
|
|
324
|
|
|
|
|
|
6
|
|
|
|
158
|
|
|
|
85
|
|
|
|
249
|
|
Other
|
|
|
|
|
—
|
|
|
(2
|
)
|
|
|
(3
|
)
|
|
|
—
|
|
|
|
(5
|
)
|
|
|
|
|
(3
|
)
|
|
|
13
|
|
|
|
1
|
|
|
|
11
|
|
|
Total Modified EBITDA
|
|
$
|
708
|
|
$
|
596
|
|
|
$
|
843
|
|
|
$
|
1,097
|
|
|
$
|
3,244
|
|
|
|
|
$
|
817
|
|
|
$
|
1,053
|
|
|
$
|
1,021
|
|
|
$
|
2,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Access Midstream
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACMP Acquisition-related expenses
|
|
$
|
—
|
|
$
|
2
|
|
|
$
|
13
|
|
|
$
|
1
|
|
|
$
|
16
|
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
ACMP Merger and transition costs
|
|
|
—
|
|
|
—
|
|
|
|
8
|
|
|
|
29
|
|
|
|
37
|
|
|
|
|
|
30
|
|
|
|
14
|
|
|
|
2
|
|
|
|
46
|
|
|
Loss on sale of equipment
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
7
|
|
|
|
7
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Impairment of certain assets
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
12
|
|
|
|
12
|
|
|
|
|
|
1
|
|
|
|
3
|
|
|
|
—
|
|
|
|
4
|
|
|
Estimated minimum volume commitments
|
|
|
—
|
|
|
—
|
|
|
|
47
|
|
|
|
(114
|
)
|
|
|
(67
|
)
|
|
|
|
|
55
|
|
|
|
55
|
|
|
|
65
|
|
|
|
175
|
|
|
Share of impairment at equity-method investment
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
16
|
|
|
|
16
|
|
|
Total Access Midstream adjustments
|
|
|
—
|
|
|
2
|
|
|
|
68
|
|
|
|
(65
|
)
|
|
|
5
|
|
|
|
|
|
86
|
|
|
|
72
|
|
|
|
83
|
|
|
|
241
|
|
|
Northeast G&P
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share of impairment at equity-method investment
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
8
|
|
|
|
1
|
|
|
|
1
|
|
|
|
10
|
|
|
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
|
|
|
|
25
|
|
|
Total Northeast G&P adjustments
|
|
|
6
|
|
|
17
|
|
|
|
(12
|
)
|
|
|
(130
|
)
|
|
|
(119
|
)
|
|
|
|
|
10
|
|
|
|
22
|
|
|
|
3
|
|
|
|
35
|
|
|
Atlantic-Gulf
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of certain assets
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
10
|
|
|
|
10
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Total Atlantic-Gulf adjustments
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
10
|
|
|
|
10
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss (recovery) related to Opal incident
|
|
|
—
|
|
|
6
|
|
|
|
—
|
|
|
|
2
|
|
|
|
8
|
|
|
|
|
|
1
|
|
|
|
—
|
|
|
|
(8
|
)
|
|
|
(7
|
)
|
|
Total West adjustments
|
|
|
—
|
|
|
6
|
|
|
|
—
|
|
|
|
2
|
|
|
|
8
|
|
|
|
|
|
1
|
|
|
|
—
|
|
|
|
(8
|
)
|
|
|
(7
|
)
|
|
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
|
|
|
Proposed WMB/WPZ Merger expenses
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1
|
|
|
|
1
|
|
|
Gain on extinguishment of debt
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
(14
|
)
|
|
|
—
|
|
|
|
(14
|
)
|
|
Total Other adjustments
|
|
|
—
|
|
|
—
|
|
|
|
3
|
|
|
|
1
|
|
|
|
4
|
|
|
|
|
|
2
|
|
|
|
(14
|
)
|
|
|
1
|
|
|
|
(11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Adjustments
|
|
$
|
60
|
|
$
|
121
|
|
|
$
|
64
|
|
|
$
|
(248
|
)
|
|
$
|
(3
|
)
|
|
|
|
$
|
100
|
|
|
$
|
(45
|
)
|
|
$
|
79
|
|
|
$
|
134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Access Midstream
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
322
|
|
|
$
|
325
|
|
|
$
|
647
|
|
|
|
|
$
|
314
|
|
|
$
|
345
|
|
|
$
|
351
|
|
|
$
|
1,010
|
|
Northeast G&P
|
|
|
|
54
|
|
|
76
|
|
|
|
68
|
|
|
|
78
|
|
|
|
276
|
|
|
|
|
|
100
|
|
|
|
92
|
|
|
|
87
|
|
|
|
279
|
|
Atlantic-Gulf
|
|
|
|
266
|
|
|
270
|
|
|
|
271
|
|
|
|
268
|
|
|
|
1,075
|
|
|
|
|
|
335
|
|
|
|
389
|
|
|
|
414
|
|
|
|
1,138
|
|
West
|
|
|
|
|
212
|
|
|
205
|
|
|
|
224
|
|
|
|
190
|
|
|
|
831
|
|
|
|
|
|
162
|
|
|
|
150
|
|
|
|
161
|
|
|
|
473
|
|
NGL & Petchem Services
|
|
|
236
|
|
|
168
|
|
|
|
22
|
|
|
|
(13
|
)
|
|
|
413
|
|
|
|
|
|
7
|
|
|
|
33
|
|
|
|
85
|
|
|
|
125
|
|
Other
|
|
|
|
|
—
|
|
|
(2
|
)
|
|
|
—
|
|
|
|
1
|
|
|
|
(1
|
)
|
|
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
2
|
|
|
|
—
|
|
|
Total Adjusted EBITDA
|
|
$
|
768
|
|
$
|
717
|
|
|
$
|
907
|
|
|
$
|
849
|
|
|
$
|
3,241
|
|
|
|
|
$
|
917
|
|
|
$
|
1,008
|
|
|
$
|
1,100
|
|
|
$
|
3,025
|
|
View source version on businesswire.com: http://www.businesswire.com/news/home/20151028006505/en/
Copyright Business Wire 2015