John Porter - Head, Investor Relations Alan Armstrong - President and Chief Executive Officer Don Chappel - Chief Financial Officer John Dearborn - Senior Vice President, NGL and Petchem Services Rory Miller - Senior Vice President, Atlantic Gulf Bob Purgason - Senior Vice President, Access Midstream

Shneur Gershuni - UBS Christine Cho - Barclays Carl Kirst - BMO Capital Chris Sighinolfi - Jefferies Craig Shere - Tuohy Brothers Brandon Blossman - Tudor, Pickering, Holt & Company Eric Genco - Citi Mark Reichman - Simmons & Company Brian Lasky - Morgan Stanley Abhi Rajendran - Credit Suisse Timm Schneider - Evercore Jeremy Tonet - JPMorgan Ross Payne - Wells Fargo

Good day, everyone and welcome to the Williams and Williams Partners’ First Quarter Earnings Release Conference Call. Today’s conference is being recorded. At this time for opening remarks and introductions, I would like to turn the call over to Mr. John Porter, Head of Investor Relations. Please go ahead, sir.

Thank you, Joshua. Good morning and thank you for your interest in Williams and Williams Partners. Yesterday afternoon, we released our financial results and posted several important items on our website, williams.com. These items include yesterday’s press releases and related investor materials, including the slide deck that our President and CEO, Alan Armstrong, will speak to momentarily. Our CFO, Don Chappel, is available to respond to questions and we also have the five leaders of Williams’ operating areas with us: Walter Bennett leads the West; John Dearborn leads NGL and Petchem Services; Rory Miller leads Atlantic Gulf; Bob Purgason leads Access Midstream; and Jim Scheel leads Northeast G&P. In our presentation materials, you will find an important disclaimer related to forward-looking statements. This disclaimer is important and integral to all of our remarks and you should review it. Finally, I mentioned that we will webcast our annual Analyst Day on May 13, where we will provide an in-depth look at all of our businesses and our extensive backlog of in progress and potential projects. We hope you will join us for that session. So, with that, I will turn it over to Alan Armstrong.

Great, thank you very much, John and good morning, everyone. Thanks for joining us and I will jump right in here on Slide 2 with snapshot of our first quarter results. The highlight for the quarter was the completing of our merger of the two MLPs to create the new Williams Partners. And with this milestone achieved, we have created a leading natural gas focused MLP that’s positioned to drive consistent long-term value for our investors. And this quarter’s results also show very strong underpinning of growth in our fee-based revenues that will drive our growth for many years to come. And in fact, all five of WPZ’s operating areas had fee-based revenue growth and four out of the five enjoyed double-digit percentage growth compared to first quarter of ‘14. And so the Northeast Gathering and Processing segment delivered an impressive 43% growth in fee-based revenues and that was even despite an outage on one of our – an ethane pipeline in the area and the Atlantic Gulf posted a very impressive 22% gain due to the first of many new projects coming online during the quarter and a continued build on the strength of that business and of course Access Midstream fee-based revenues continued their steady upward march going 11% over the prior year 1Q. We expect this growth in fee-based revenues to continue as we had major projects like our Keathley Canyon only start to contribute very late in the first quarter and big projects like the Rockaway Lateral and Leidy Southeast will provide substantial growth in 2Q and beyond. The weak spot for the quarter was NGL margins being off by $105 million versus the first quarter of ‘14 and our Geismar plant did not start consistently producing ethylene until late March. So, due to the strong growth in fee-based revenues and the strong contraction in commodity margins, actually 96% of our gross margin in the quarter came from fee-based revenues. Overall, our first quarter 2015 adjusted EBITDA was up 12% to $918 million and Williams received $515 million in distributions from Williams Partners, which is up from $455 million in the first quarter of last year. Overall coverage for WMB was at 1.14 times and this was after increasing our quarterly dividend per share up to $0.58, which was up from $0.40 last year. WPZ’s coverage was lower than we would have liked, but even with the major drop in NGL margins, if just the base, Geismar volumes at the actual sales prices during the quarter had been producing we would have fully covered our distribution in the quarter. So, again, that’s just the base Geismar volume, not the expanded and just at the actual prices so really shows, I think the strength that we are positioned for as we look forward to the Geismar volumes really starting to kick in here in the second quarter and then get to our full expanded growth volumes in June. I am also pleased that we are reaffirming our guidance today as it relates to WPZ distributions and WMB dividend. And for Williams, our guidance is $2.38 per share in 2015 with 10% to 15% annual dividend growth through 2017 and all that with growing coverage. And for Williams Partners, we are reaffirming our distribution guidance of $3.40 per share – per unit in 2015 with 7% to 11% annual LP unit distribution growth through 2017 also with growing coverage. So we are also reaffirming our EBITDA and dividend and distribution growth for both Williams and Williams Partners, but we do expect that 2015 to be near the low end of our ranges as we communicated in our 2014 year end conference call. And so this is really primarily due to three items here. One, the planning assumption that we have changed on the ethylene prices that we think now from a planning assumption, we have got that built in at closer to the first quarter actual prices of about $0.38 a pound for the balance of the year. And we think there will be some ups – we think there may be some upside of this, but we certainly want to be closer to current prices with our assumptions right now. Secondly, we have been informed by a couple of our Northeast producing customers that they will curtail Marcellus production as natural gas prices in the basin have been low and they will continue if they don’t see this improve. So we have seen some price related curtailment. We haven’t seen that fall into necessarily the drilling operations, but we have seen it in terms of just physical shut-in of production. And so this is going to dampen some of the expected growth from our Northeast volumes. However, we continue to feel very strong about the health – overall health of that business as demand for natural gas picks up and some of the extreme bottlenecks that exist in the Northeast started to be relieved. And then finally, we missed some revenues in the first quarter from Geismar and we are currently expecting to not get up to the full expanded plant rate until June. And, as you know, earlier we were expecting that to come on at the full expanded rate in April. So those are really the there items that are driving us down towards the lower end of our range for EBITDA and DCF. So with that, let’s move on to Slide 3. This list really shows some of the large scale assets that we are executing on. As you can see, it’s a long list and you will also see a tremendous amount of progress that occurred during the first quarter here. An important trend that you will see here is that a lot of these projects are really on the demand side of the business. And so the natural gas market as we have talked about, we think is going to continue to expand. It was first driven by low gas prices on the supply side and now we are seeing the demand side start to pick up. So whether in the near-term, with projects like the Rockaway Lateral, Mobile Bay South III and Leidy Southeast wherein the longer-term projects like Dalton Lateral and Virginia Southside II, the demand side of our network is really picking up and the request for proposals continue to come in for many market driven expansions. These projects, when we talk about for instance like the Dalton Lateral, they don’t just include the laterals into the new markets, these projects also provide shippers with firm on our mainlines back to the supply point. So we are expanding our mainline all the way back to the supply points as we build out those laterals both, because as you know the Transco system is fully subscribed. So, really nice investment opportunities as the market expands. We have also put some of the mainline portions of our Virginia Southside and Leidy Southeast projects in service early. And we have been very busy at the FERC filing certificate applications for projects like Atlantic Sunrise, Dalton Lateral, Virginia Southside II and Garden State project. We also are seeing the market into our NGL business coming to life with projects like Bayou Ethane in Texas Belle being placed into service this quarter as well. And on the supply – and during the first quarter we commissioned the Bucking Horse plant in the Niobrara area. And that will now be reported over in our West segment. We also commissioned the Keathley Canyon Connector project and we have reached an agreement to acquire up to 21% interest in the Utica East Ohio gathering system from Enervest. The Keathley Canyon Connector, just a little more of that, we did receive first production from Anadarko’s Lucius platform about midway through the quarter, but then in late March, we began receiving a very large volume of gas from Exxon's Hadrian field and so just a little more detail on that. The Lucius field, as you probably know is a deepwater oilfield and the Hadrian field is a gas field. And so really the power of that Keathley Canyon project because the Hadrian field didn’t get turned on until towards the end of March, we really didn’t enjoy a whole lot of Keathley Canyon Connector. But here in the second quarter that facility is really ramping up very nicely with some very strong volumes coming off of that as well as our Gulfstar project continues to build in production and volumes there as well. So as you can see, this list is fairly lengthy and it’s a testament to our great teams that are working very hard everyday to execute on this very aggressive and robust growth plan. And we are really starting to see a lot of these projects come to fruition and we are beginning to see the financial benefits, a lot of tremendous efforts by our – all of our project teams that are executing. And so with that, let’s move on to Slide 4. Just to close out here, first of all, the ACMP-WPZ merger, as we said really we think puts us in the position for the natural gas MLP with strong cash distribution growth and investment grade credit ratings. We do think it’s the MLP to be exposed to amongst the large caps if you like the prospects of overall market growth for both natural gas and natural gas derivatives. We would remain very focused and dedicated to our strategy on that side. And we really feel very good about where we are positioned on that. And additionally, I would say on the merger, we have also build some confidence in the synergies and the cost reduction opportunities as the combinations of our businesses has preceded. We continue to commission and bring on these large scale assets. And the first quarter is a great evidence of that, which you are going to see throughout the next several years continued strength of these big projects coming online and really driving strong growth in our cash flows. I will remind you about 88% of our WPZ gross margin is we expect to come from fee-based revenues. And as mentioned, a combination of the strong growth in the fee-based revenues in the first quarter along with some very weak commodity margins actually drove that up to 96% in the first quarter. So we probably will be below that number here in – sorry, we will probably be above that 88% number here in 2015 by a combination of very strong fee-based revenues and less dependence on these weaker commodity margins here in 2015. And in fact, in about $9.3 billion of our 2015 through 2017 in-guidance growth CapEx, 99% of this growth CapEx is focused on fee-based projects with nearly $30 billion of committed and potential growth capital through 2020. So our strategy remains very sound and the backlog of projects to serve the demand side of the growing natural gas markets continues to build and it’s also continuing to firm up. And we are very confident our plan is realistic and allows us to continue to provide solid shareholder return in whichever commodity price environment develops. All of this gives us great confidence that we will deliver high quality long lived cash flows from our competitively advantaged assets. And finally, I want to give you one last reminder about our Analyst Day being held on May 13. And as I said, you can find information related to this event on our website, as John pointed you to. And we really look forward to sharing with you our great future. And with that, we will open the line up for questions.

Thank you so much sir. [Operator Instructions] We will take our first question from Shneur Gershuni with UBS.

Good morning, guys.

Good morning.

I guess my first question is you sort of talk about a host of projects I think it’s about $9 billion worth of capital to be spent over the next couple of years. I was wondering if you can sort of talk about plans to finance these assets? Is there enough EBITDA coming in place in 2015 that your leverage ratios can support you investing mostly in debt or alternatively will you need to rely on the equity markets as well too?

Good morning, Shneur. This is Don. I think the beauty of it is those projects come in fairly ratably during this period. So, I think you can look at it as a continuation of the kind of organic growth that we have seen over the last several years. And we have a lot of that built into our near-term plans for 2015 as it is. So, not to say that there couldn’t be some additions, but we think the capital additions would be relatively modest. It could require some additional debt and/or equity, but we think that will be pretty modest in 2015. Certainly, as you can see in our guidance, the capital falls off somewhat in ‘16 and ‘17 and that will be filled with some of these organic projects as they are contracted and/or sanctioned and we would expect a combination of debt and equity to finance those in the future.

Okay, great. And just a follow-up to some of your prepared remarks, you talked about the potential for drilled uncompleted wells in the Northeast, is this a scenario where we would see those volumes really manifest itself in the second half of this year after the summer smoothen gas prices that we typically see or is this something that could take longer to play out? And then, if you can also talk about what the impact would be on the legacy access assets as well too in terms of the fee of service rate structure that you have in place?

Yes, sure. I will take that in the two parts there. First of all, just to clarify, what we actually are seeing is actual shut-in of existing flowing production. So – and my comment around the drilling operations was comprehensive to both the drilling and the completion. So, we are not seeing a lot of drilled wells not being completed, we are just seeing actual decisions to shut-in production because of extremely low netbacks in some of the constrained areas up in the far Northeast part of the Marcellus. On the second part of that question, ye, the areas that we see that we would obviously see that pickup to the degree that volume coming in lower we would see that affect the cost of service calculations for the future if those volumes didn’t flow. And we will by the way, Bob Purgason is going to be given a nice tutorial of that at the Analyst Day and going to provide some more detail at our May 13, Analyst Day around the way some of those contracts work in this environment.

Cool. And one last follow-up, I was wondering if you can just talk about the Canadian oil fields business for a minute, margins have been challenged and so forth kind of like what steps Williams is taking to try and improve that and so forth or is it really just going to be dependent on the macro environment?

Yes, great question. I would say that first of all extremely low pricing in the quarter on propane up there. And so, we actually saw Edmonton propane a lot of you probably don’t follow Edmonton propane, because you just see the Belvieu and Conway postings, but Edmonton propane really actually got down to around a dime. So, it was quite a bit lower than the value of natural gas in the quarter. So, we did see some extremities up there in the Alberta markets in terms of seeing very low propane prices and that certainly did hamper and will continue to hamper. The long-term solution to that is great projects like our PDH project, which will provide great markets for those captive propane barrels up there. The propylene market remain actually pretty good and we are railing that out of there as part of our PDH project to the degree we go ahead with that, which we are excited about that project still and to the degree we go ahead with that, not only will that open up markets for the propane through the conversion to propylene, but also will provide a new market for the propylene there via the polypropylene unit that would be built downstream of our facility, but – and we wouldn’t own that, but it would be part of the overall complex. And so we are working to open up markets if you will for those stranded products and so that’s really the effort that we have growing about that. We also do have with that some structure contracts that will come, that will put some callers around the value of our products up there and help make that look more fee-based and take some of this extreme volatility that we have seen there.

Great. Thank you very much guys.

Thanks.

Thank you. And our next question comes from Christine Cho with Barclays.

Good morning, everyone.

Good morning.

So, I just wanted to touch on this – the acquisition of the 21% equity interest in UEOM. And given it was immediately accretive, you guys still are or at least WMB is waiving $43 million of IDRs between now and ‘17. Is this because the JV is reinvesting in the cash flow back into the business or is there something else going on?

Christine, this is Don. Good morning. Williams chose to waive the IDRs, because it’s a business that also has quite a bit of growth. So, the cash flows in the first year, first couple of years, are not nearly as robust as they are a few years out. So, that’s really what made it immediately accretive is really the willingness of Williams to support the acquisition, because we think it’s strategic one. And two, we think it will provide very attractive returns. Does that answer your question?

I guess just a follow-up – actually, I will follow-up offline. Pricing for Geismar at least for the existing facility, I know that you have numerous contracts, but from what I understand at a high level, the reference pricing is Mont Belvieu, but I think you are actually selling it in Louisiana. So, are the contracts structured so that it’s Mont Belvieu plus some fixed number on top of that, maybe $0.02 or $0.03, because that’s what the customer would have to pay for transport if they were physically bringing it from Texas? And then it’s – some of the expansion capacity that will be exposed to the actual spot pricing in Louisiana, which is currently $0.10 to $0.15 higher than Belvieu. Is that kind of how I should be thinking about it?

Yes. Christine, actually those contracts are swaps back – a lot of those are swaps back to the Mont Belvieu market at Belvieu market. And so there are exchanges between parties that have product in the river versus – and parties that have demand at Belvieu. And so those are actually are setup as swaps. And so you shouldn’t build anything on top of that. The way the business is structured of course there is a number of different contracts and there is quite a bit of complicity to it, but the way you really should think about it is that we have customers that have a call on about 80% – up to about 80% of our production at Geismar. And sometimes they will take all of that, sometimes they won’t. If they don’t take all of that, then we have the 20% plus whatever they leave for us to sell into the – physically sell into the Geismar market on spot. And so that’s really how you should think about that. So, when we are operating at just the base rate, we won’t have any excess available to sell in to that market, unless somebody doesn’t call on that production for whatever reason, they might have a plant down or they maybe have a better price from somebody else and it might not call on that volume. And at that point, we would be free to sell it in to the highest value market wherever that is. So, I think that’s the right way to think about that.

I see. That’s very helpful. And then what about the expansion capacity is that going to be the same way or that’s going to be actually exposed to spot pricing in Louisiana?

Well, as you can think about a lot of the actual expansion, so – basis, we are running at about 70% of total expanded, which is very close to base rate. And so at the number I quoted at 80% is 80% of the full expanded rate. So at the base rate, we don’t have any excess provided that people call on their volumes.

I see. Okay, that was very helpful. Thank you. And then I guess could you also talk about expectations for the ethylene market maybe near-term and medium-term, it sounds like worldwide supply demand is pretty tight for the year and maybe was short in the U.S. next year, but any insight into what you are seeing would be helpful?

Yes. I am going to ask John Dearborn to pick up on that, please.

Yes. Thanks, Christine and thanks for the lead-in on the subject as well. So I guess from our perspective, we would be a bit bullish on ethylene as the year wears on, but we don’t want to set an unrealistic expectation. But if we take a look at steadily increasing oil prices, strong demand, strong margins in the derivatives, certainly here in North America, we will be filling some underutilized assets in the Louisiana market. And we came into the year with relatively low inventories and so all of that I think would blend credence to a positive outlook on the year. Of course, how the market performs would – is yet to be proven.

Great, thanks so much.

And next, we will move on to Carl Kirst with BMO Capital.

Thank you. Good morning everybody. John, can we just kind of keep on the thread of the ethylene price for a second. And I guess I am trying to think of basically to Christine’s question, you are trying to reconcile thinking that we would maybe be on a gradual strengthening through the year versus it sounds like Alan what you said for planning purposes, we are kind of keeping it more flat at this $0.38 level. And so I guess I am just trying to better understand what may – what’s going to have to happen to kick the ethylene price back into the 4 years or where our midpoint of guidance is for ‘16 and ’17, is there a gating event we should be watching or is it something as simple as quite frankly, just global GDP here?

Thanks for the follow-on question. No, I think there are a number of factors that could play into the prices moving up. I think this is a natural tightening of the market as these markets the uses of ethylene growing year upon year globally into the very large markets at somewhere above 2% a year, somewhere about 3% a year, I am sorry. These global markets grow every year. And its okay, that supply has been – and there is not a lot of high coming in the next year or so. And so you could imagine it’s going to be a continual thing you can just basically find on demand. Of course, we are going to un-restrict the market a little bit here but from Louisiana and Texas, that should be helpful to the Gulf Coast certainly to the Gulf Coast market. And I think the third factor that could play into this is with relatively low inventories coming into the year of ethylene. And we always predict rather high utilization rates on crackers. We have had a pretty good first quarter, but if there should be some mishaps in some crackers around the system in the Gulf Coast, of course that could provide a negative supply shock to the market, which would of course have an impact on prices. So I just think it’s a general growth in the ethylene building markets that’s going to continue to see us enjoy some positive pressure here. But I can’t ever predict as how quick it’s going to move. If we look at polyethylene today, polyethylene is selling somewhere around this $0.50 range. And so there is certainly plenty of margin in the changed matter of like a split between each of the products in the chain.

Okay, that’s very helpful. Thank you. Alan and I understand you guys are going to be doing a deep dive here quite shortly, but is there any additional color perhaps to share, say for instance on Appalachian Connector at this point whether it’s on a slow burn or I guess, is there anything incremental to add at this point?

Yes, not a whole lot to add there at this point, Carl. I would just say the market is continuing to try to shape around that. And I would say it’s a mix between – on our project is a mix between producer push and market pull and trying to find the right balance of that. And obviously, one of our primary goals there is to make sure that we have the very best market outlets available for our upstream assets coming out of OVM. And so that’s an item that we have focused on pretty tightly and has I would just say, added some parameters and constraints to the project. And so that’s one of the things though that from our advantage point, we are very focused on and we are very serious when we talk about connecting best supplies to best markets. We are very serious about making sure we accomplish that. And so that’s really been one of the complicating factors on that. But we will have more to talk about at the Analyst Day on that.

Would it be fair if I think the last timing update is potentially late 2018 and the service if it all came together kind of working backwards, is it fair to say – well, to meet that date, you need to get commercial viability contracts by the end of 2015 as far as the potential target?

Yes. I would say given some of the difficult areas that includes Appalachian Trail crossing and some forest – right around some forest service, I would say that’s getting pretty late if it pushes back that far. So I think people are going to learn some lessons on that effort in terms of trying to get build through that difficult area.

Understood, I appreciate the color. Thank you.

And our next question comes from Chris Sighinolfi with Jefferies.

Hey, Alan. How are you?

Great. How are you doing?

I am great. I just had a couple of questions. I am not sure if this is one for you or for Don, but I am just looking at the project sort of calendar, which slide that is, it looks like the CapEx on Atlantic Sunrise came down by a touch from the time you reported 4Q, it looks like about $200 million, just wondering what drove that?

Yes, sure. Well, I would tell you that’s pretty exciting news. And I would say that the – if you think about all of the resources and the – whether it’s steel mills or skilled labor, if you think about all of the resources that we are supporting some massive drilling operations here in the U.S. and the fact that those are now slacking, we really are starting to see that come through even though it’s a different area of the business, we are really starting to see that come through in our sector of the business as well. And so that reduction was based on a number of things. One was a firm we now acquired, our pipe is purchased and we saw that come in dramatically lower than our expectation for the price with the price of steel coming down. And we also are seeing much softer prices on the contractor rates for construction practices as well. So the team is doing a great job of really looking for any and every opportunity on that. And so we had quite a bit of contingency built into that. And so we are just taking – one of those is just actual prices of steel coming in much lower than we expected and some of the rest of that is taking some of the contingency out that we had built in there.

So, Alan is that something we are likely to see on some of the other projects you are advancing or is it just given where Atlantic Sunrise was in the development phase at the time of the price collapse that was sort of squarely manifested on that project. And then as the second question, I think you had talked about a seven times multiple anticipated on that project in particular, is that now likely to be improved versus that prior estimate or given your assessment as to what was sort of captured originally is it unchanged?

Yes. No, you are right. That will come – that will fall right to our bottom line because that project was negotiated, great projects. So whatever capital we save comes to us on that. And on the first part of your question around will we see it, that kind of savings trends into other projects, I would say absolutely. We are seeing some pretty big relief on major equipment, on steel prices and importantly on the availability of engineering and skilled labor resources. And so we certainly will see that come through. I would say though that before we write that into our books, while that is subsiding, I would say the regulatory environment for projects continues to get more and more difficult. And so we have to leave some contingency in there for that. So, the actual cost of construction for these projects, I think is definitely – the answer to that is definitely that is coming down, but clearly like we have seen on projects like constitution, where the regulatory format is – and several people have say so over it and sometimes are mutually exclusive requirements. Those kinds of complications I think will continue to hit the industry, particularly in areas where there is heavy population centers like in the Northeast, where a lot of the growth is.

Yes. No, I understood. I guess switching gears my second question would be in regards to the ACMP side of business, I think you guys have reiterated the CapEx plan there roughly 21% of the $9.3 billion, with the CHK CapEx reduction already sort of anticipated by you in that number or is there downside to perhaps how much CapEx to put in the ACMP side in conjunction with a slowdown over at Chesapeake?

Yes. Let me have Bob Purgason take that.

Yes. Chris, I think what you are seeing is the big build out on our systems has largely already occurred. So, even though we are seeing a slight kind of current decrease in capital in general, just you are not going to see something significant, because the infrastructure is built out.

Okay. So, in terms of the cost of service modeling that we had done historically on the ACMP, the major driver of that is simply how much you could deploy in any time period? I guess what I am getting after is do you have much in the way of sort of visibility on that side of it certainly as we move past 2015 or are we sort of just cautiously trading along and watching what the producer CapEx might shakeout to be?

Yes. Well, again I think we will talk some more. In fact, I have got some good examples of how the cost of service models respond to this environment coming up at the Analyst Day, but again remember, the bulk of that build out was in the early years that’s occurred. And we had planned always for the capital to tail off in the out years and then you have adjustment there for some contractual growth that happens as a result of that levelized rate. But again, it’s, I would say, on plan to what we have expected in terms of current performance.

Okay, great. Well, thanks guys for the help there. I look forward to more color on the 13th.

Thank you.

And next, we will move on to Craig Shere with Tuohy Brothers.

Good morning, guys.

Good morning, Craig.

Don, to start with your answer to the equity issuance question didn’t exactly sound like what I thought I heard on the last call when maybe you might have described ‘16/17 base case budget following de minimis equity issuance. Are you perhaps more agnostic as you see how commodity pricing shakes out and how does the CapEx deflation pressure Alan just referred to reflect on those kinds of decisions?

Craig thanks for the follow-up. Again I was commenting on again what I think we have a modest amount of equity required to execute the plans in our guidance. However, obviously, we have a lot of other projects on the burner here. And I was really commenting on the fact that some of those additional projects would require some additional financing. I think that was part of that question. And that additional financing would be a combination of equity and debt. And the real guiding – the guidelines there are really maintaining our credit metrics and credit ratings. So, that will really be the guide. In terms of the way we are thinking about UEO right now, we are always thinking of that as more of a 13% acquisition versus the 21%, because we do expect that our partner will step up and acquire the 8% that they have a right to acquire.

I got it. So, the base plant hasn’t changed at all in terms of funding despite some of the first second quarter headwinds you all described?

Yes, there is some I would call it modest changes obviously the UEO was certainly not part of the plan.

Sure. And any further thoughts I am sure you will discuss it in a couple of weeks here, but around ACMP WPZ merger related commercial opportunities and CapEx savings over and above the $50 million cost synergies?

Let me take that. I think the commercial opportunities continue to be very exciting, particularly in kind of the West Virginia and Southwest PA area. And so that’s very attractive. And as well I would say the combination of our joint venture opportunities between in the Utica are also presenting some nice opportunities and the combination of the liquid clearing outlets for that business are very attractive to us as well. So, I would say the opportunities have probably been maybe even a little better than we thought, because we have got Access with providing basically a greater reach and some great capabilities in terms of well connect and compression addition in the area that really allows us to kind of expand the reach for OVM. So, we have got several deals that we are working right now that are fairly substantial and really are just firmly as a result of having those two capabilities brought together. So, we remain very excited about that. On the CapEx – sorry on – further on synergies, a measure I like to look at is what percentage of our overhead or our G&A costs are hitting us as a percentage of our fee-based revenues and that has come down pretty dramatically here over the last – as we look in ‘14 in other words we take all of our G&A expenses compared to fee-based revenues in ‘14 and look at that into 2015. That’s come down pretty dramatically. And it’s hard to move that number very big, because it is such big numbers, but that’s a measure that I like to watch and that’s improving very nicely which tells me we are able to use the scale of our overhead to grow our business and bottom line improve our net margins. So, both of those things are very positive. And I would say as well on the CapEx side, we are in general expense side we are finding things where we are able to take the best contract offerings, where we buy chemicals or lube oil or things like that on a procurement side and our supply chain management side, we are finding some good synergies there in taking the very best prices amongst the two entities.

Great. That’s helpful. And last question again I am sure we are going to hear some more, but is there anything more to speak on with regards to PDH and Geismar 2 opportunities?

I would say that as I mentioned earlier the cost reductions that we are enjoying on the pipeline side were also seeing that on some of the heavy equipment side for project like PDH. And so as we are refining those estimates on PDH to come forward for our final investment decision on PDH, we have got a lot of positive tailwinds associated with lower cost on that. And we are hoping to be able to provide a little more detail about where we are on that at the Analyst Day Meeting in terms of the traction, but I would just say just generally the PDH project is moving ahead very nicely and we are more nearing having all the facts and figures in place to make a final investment decision on that. And then on Geismar 2, really strong interest in the project and I am pretty excited about the way that’s positioned with some pretty attractive partners and I think that one is moving at the pace we would expect and we are excited about that as well. So both of those projects I would say continue to gain momentum.

Great, thank you.

And our next question comes from Brandon Blossman with Tudor, Pickering, Holt & Company.

Good morning, guys.

Good morning.

Alan, moving kind of to the longer dated end of your project backlog and thinking about what’s out there, including potential projects, it looks like quarter-over-quarter, one, you have rolled forward a year, but two, you have added $5 billion to that big picture outlook, is that just a function of rolling forward or is there quite a few incremental projects in that outlook?

There are a few incremental projects in the outlook and I would say that we also – I am proud to say we are firming up some things as well as some projects in the kind of the medium-term that have – that we have added in there that just kind of came to us unexpectedly that have been added. So several of the market-type expansions for instance on Transco, but we have also got some sizable opportunities as the market continues to build out for the LNG. Transco, of course is extremely well positioned to serve many of the LNG projects. And so we have gone through some very successful open seasons and so that’s adding some projects. And as well, we have got some opportunities to with – into serving Mexico that are – have come on the radar screen as well. So overall, it’s a combination of new projects kind of in the medium-term that have been added in and are firming up very nicely and further out on the back end some of these new projects that has Transco serving markets in the southern end of its system.

Okay, that’s helpful. And I guess fair to assume that we will hear more about that at Analyst Day or all those projects. Third question for you even bigger picture. Are we kind of firmly moving as it relates to Transco but gas transport in general, are we moving from a temporary supplier-driven project Q2 much more weighted towards demand things and demands in your project?

We absolutely are and I am really excited to see that. I think all along, we have thought that this natural gas market growth would come – has been supply-led and obviously that’s put lower prices out, which is just further encouraged the confidence in the demand side just are taking advantage of that and we are really starting to see that come through on our systems on the natural gas side. But we also, I think we remain really excited about that as it relates to the natural gas, liquids and the Petchem space and positioning ourselves to be able to serve that growing market as well. So I would say the natural gas market expansion is upon us. And we are seeing that through all of these RFPs and all this growth in our system. And we would try to be ahead a little bit of the NGL Petchem build out. And we are very confident that with the expansion going on in that space, it’s going to take a lot more plumbing and storage to serve that growing market. As we positioned our self well for that and the Bayou Ethane project and Texas Belle are just kind of the front end of those opportunities for us.

Okay, thank you. I appreciate it. I appreciate the color.

Thanks.

And our next question comes from Eric Genco with Citi.

Good morning. I was wondering is kind of piggybacking on some of these CapEx questions, is there some building conservatism to your maintenance CapEx guidance of $430 million, because the roughly $15 million this quarter seemed – is that really just seasonality or is there sort of a hint there that maybe that’s some built-in conservatism?

No, I wouldn’t go put that in the bank. That is seasonality and we typically see that in the first quarter. We have got winter weather and we have got the crews tied up on meeting peak demands. We hit some extreme peaks on our system here in the first quarter and so that’s a really bad time to be to be maintenance on your pipelines. And so you will see those dollars increase here over the summer months. You will see as our work crews are out doing those – doing the maintenance on our pipelines, you will see that pick right back up.

Okay. And then my second question, I was hoping you could expand a little bit on sort of the Canadian side of things, is the Canadian PDH facility all included in some of the CapEx guidance that you have given for the MB side of things?

No, it is not included in guidance. It is in that potential pie, the $30 billion, but it is not in the $9.3 billion guidance.

Okay. I am just trying to, I guess, get a sense of the different pieces of what’s there because I kind of look through the projects that are there, it looks like their horizon upgrader comes on 4Q ‘15, is that in parts of PV through 2015 [ph], Texas Belle build through 2015. There is - and then kind of looking at that relative to the CapEx guidance of $260 million for growth for 2015, $185 million for ‘16, what - I guess what are some of the $185 million in ‘16 and just to try to understand how the capital spend is going there, because it really if you look at and I understand that there are some commodity issues that work but given kind of the way it looks like some of those things are coming on, I just want to understand what I am missing because it looks like for an incremental $35 million of EBITDA over that period of time, but $445 million in over those 2 years, I am just trying to understand that and what’s missing?

I am not sure exactly what you are looking at.

For the segment capital guidance there.

It's on Slide, maybe not 17, but probably close.

And so your question is where is the profitability from all of that capital spending that…?

Well, there is that and then maybe also just the timing of what is – what’s going on in ‘16 that requires $185 million, if Horizon comes along in 4Q ‘15 and the ethane pipe and then what Texas Belle in ‘15, where is sort of the – where is that going and what’s the incremental?

Yes, great question. And as I mentioned on the previous response, we really are excited about being kind on the tip of the iceberg and building out the infrastructure for the Petchem expansion. And so a lot of that capital in ‘16 is focused on building out for what we think is a growing position on the Petchem side there. And so we are putting quite a bit of capital to work building out some of these legacy systems that we bought a couple of – 2 years or 3 years ago, we bought quite a bit of a latent pipeline down there from parties like Exxon and BP and Explore. And so this capital is putting a lot of those pipelines to work making interconnections, extending them, expanding them and pushing them into those markets. And so that’s what a lot of that capital was.

Okay, thank you very much. I appreciate it.

And you can see some of those projects on I believe its Slide 37, I believe it is, you can see some of the detail. And we will be providing some more detail in the Analyst Day on that.

Okay, great. Thank you very much.

And next, we will move on to Mark Reichman with Simmons & Company.

Good morning. Alan has alluded to some of the challenges in receiving permits, etcetera. And so just wanted to ask if you could just walk us through the process of bringing Constitution in service in the second half and what variables could lead to and in-service date at the front end versus the latter part of the year. And maybe expand your answer to talk a little bit about some of the regulatory challenges of some of these projects that are listed on Page 18 of the data book and your expectations with regard to how they apply to the expected in-service dates?

Question, and then I am going to ask Rory to give you some more detail on the Constitution project and what’s going on. The projects that many of which are on Page 18 there, many of those projects are along our existing right of way. And so to agree they are along are existing right of way, much less public resistance and certainly that’s one of the huge advantages of Transco is that it’s already got right of way in the extremely heavily populated areas that are very difficult to establish any new routes and so most of those projects are expansion along that existing right of way. You can see that one big exception is that leg coming down on Atlantic Sunrise. But our team has really gotten ahead of that and it’s done a nice job of getting out and getting some of the tougher areas of right of way pin down on that one. And so I would say we are very fortunate to have the established right of ways that we have. And I would say Constitution is an example of one where we didn’t have existing right of ways. And I think as kind of foreshadows what the industry is up against in terms of getting new pipelines built in areas like this. And particularly, as you get further into New York and New England area, it gets more difficult as you get into those areas. And everybody wants lower priced energy, but nobody wants the pipeline in their backyard and that’s simply the issue that we are facing here. And we really need some political leadership to really establish an energy policy that would encourage and help the public understand the benefit of having these lower priced energy into their areas. On the Constitution piece, I am going to turn that over to Rory to talk about the detail to permitting them.

And just quickly is it challenged more at the state level, it’s more at the state level than the federal agencies, correct?

It is certainly in general that is correct. In the case of Constitution it is almost squarely on the state there. But the challenge is when the feds have delegated their authority to the state and the state doesn’t see it as something they critically need. That’s the reason we have interstate commerce laws and so that one state can’t block another state from enjoying the benefits of infrastructure. And yet in some of these cases for whatever reason the feds have delegated some of their authority and that is where we run into some of these problems. Rory will take the permit, please thanks.

Okay. That was a great runway to kind of where we are at from a regulatory standpoint to get this project in service. I think everybody is aware that sometime ago we got our FERC certificate for this project. But as Alan pointed out, some of the permitting had been delegated to the state of New York. We have most everything we need other than the New York DEC final permit on this project. We do have all of our land and right-of-way secured. We are what I would say – what I would call in the final pros of working through some final details on some wetlands issues and the New York DEC I feel like it really rolled up their sleeves and working with us very closely on trying to get the remaining questions answered. And we are very optimistic that we are going to be getting a permit here in the next couple of months. And I believe there is also Corp of Engineers permit that would follow that. But that’s more of a sequencing issue than an issue where we expect any type of dispute or anything like that. Once we get started and like I said we believe that will be in a couple of months and take about a year to construct, that’s not exactly right, but for planning purposes just figure a year or so. If we get the New York DEC permits than the permits from the Corp of Engineering which would follow say middle of the summer then we can be in service in the middle of the summer in 2016. If they come in later just kind of use that year timeline as how much we would move back in-service date. But I would say in general right now I feel better about this Constitution project and where we are at than I have in the last 2 years. Things have really been coming together. People have been very engaged at the agencies. They are trying to do their job. And I think because of the climate in New York, their standard is very high. But they are just going to make sure that they have all of their ducks in a row and I think we are very close to that point.

So if the DEC is taking public comments until May 14, then you think that they could file or grant the permit say in the June timeframe?

I think that’s the case. This latest re-filing that we did with New York DEC was merely procedural. In fact the year prior we had done the exact same thing but we basically canceled and re-filed with all the existing information that we have been building up in the project. And in fact the New York DEC came out and said, they required to have this open comments period, but they said look, we have already commented, we got your comment, we are going to be using and considering all the previous comments that have been supplied. So the additional 14 day period would be for if there are any new comments that hadn’t already been covered by the previous comment period then those would come in. But I think all of that’s has been run down to ground pretty sufficiently and I don’t really see that as introducing any new risk into the timeline that we see before us now.

And not to flog it too much more, but – so this was for the water quality certificate application, so what about the air title permit related to the compression station upgrade?

I think we have got all that. This water issue is the issue that’s really kind of the last has been push we need to get through.

Okay great. Thank you very much for the color.

You bet.

Thank you. And next we will move to Brian Lasky with Morgan Stanley.

Good morning. Just curious on the shut-in volumes, can you just quantify the impact of that for the quarter or just the magnitude going forward?

I am sorry could you repeat that?

The shut in volumes, yes, can you quantify that?

Sure. One of the probably most obvious pieces on that as Cabot has made some announcements on that. And we expect that to be to between about $300 million and $500 million of shut in volumes over a number of that would grow and we think that’s probably for about five months or six months. So and most of that we think will just be here in the second quarter, during the shoulder months. And so they can make good money at very low prices up there. But when the systems are full up there and there is not enough market. They really get – the spot incremental sale gets extremely low and puts pressure on their other productions since they are such a large producer in the region they tend to put pressure against their own sales. And so we think this is short-lived but and maybe second and into the third quarter a little better, but that’s about it. So that’s the amount we expect.

Got it. And then just on your – I was wondering if you could just walk us through high level I am sure you will go through this more at the Analyst Day, but just high level how you guys are thinking about volumes across your gathering and processing in the West and Northeast kind of the balance of the year, if you could provide kind of a high level trajectory of how you are thinking about that?

Yes. Sure. I would say in the West volumes continue to remain pretty flat, pretty steady out there and the rate escalators that we have in our contracts over time have basically after gathering our fee-based gathering revenues extremely flat in the West despite some pretty light declines. And so I would – I think we would expect that to continue. I think the bigger question will come into the ’16, ’17 timeframes in terms of what kind of continued drilling might occur. The one area we are seeing some continued activity that our team has done a great job of capturing is in the San Juan Basin, particular with the Mancos play and the team has done a great job of continuing to capture that business. And of course the volumes in Bucking Horse will continue to grow and that plant just got really as we speak is really just getting lined out to build a ramp up to full throughput on that facility. So those are kind of the drivers that I think will keep us relatively flat. And we will just have to wait and see what holds for ‘16 and ‘17 depending on gas prices and how those move over time. In the Northeast, I would say continued very, very impressive production rates from wells particularly the Utica dry the wet really have kind of for somewhat – to some degree of kind of not built into our plan, but we are seeing more and more evidence that the combination of the Utica dry along with the Marcellus wet particularly around our OVM system is some pretty powerful combination of the economics for producers. And of course the other side of that coin is the great success that they are having is continuing to put pressure on the bottlenecks and constraints getting out of the area. And so, again I think we are excited about seeing all of this demand pool coming into the market on our Transco system because we know where there are some great supplies that can help feed that for years to come and continue to grow the market steadily. But I think we are going to continue to see pretty moderate drilling in the Marcellus and the Utica as forecast. We don’t see really big changes to that. And I think really the only surprise to this for the quarter was just the shut-ins due to lower prices was really the only surprise we have seen on the volume side.

Got it. So would you characterize what you are seeing thus far in the first quarter is pretty consistent with what you are planning in the guidance?

Yes.

Absent the shut-ins?

Yes. Very close to it, staying right in line with our expectations.

And then maybe just one last question. You talked a little bit about the dry gas Utica, and then – and one of your competitors that are out there talking about potential opportunity there and I was just wondering if you guys could talk about the competitive dynamics for some of those opportunities that you are seeing right now with the increase in the number of MLPs up in the region and also in light of what’s going in the broader commodity environment?

Yes. I would just say whoever has got the pipe in place and has the best market outlet is probably going to win that business up there. And we have positioned ourselves very well to get that accomplished. And anybody can always come in and buy business and so forth. But I think we are positioned to really make a nice return on our investment by just capturing the business that is – that we are well positioned to capture in the area. And so I think we will continue to do that. But clearly, one of the key issues up there is going to be a multitude of market outlets, not just any one market outlet, but multiple market outlets. And we are trying to make sure as we grow our system, we are really investing our efforts in making sure that we have got best market outlets for the gas up there. And so that’s involved a large team on both our marketing side, on the gathering end as well as our team from Transco and our Atlantic Gulf team really trying to make sure we are providing very best market outlets for the producers up there. And just like that, it’s always been a winner for Southwest, we think that will be a winner for us in the Northeast as well long-term.

And just one final one on Appalachian Connector there, do you have to negotiate directly with the park service there, is that how that one works and does that require enact of Congress, can you just maybe just walk through the regulatory process for that project in particular and kind of what you guys have baked into your timeline in terms of the regulatory schedule?

Yes. Maybe we will get into that level of detail a little more at the Analyst Day, I will just say we worked pretty hard to stay away from areas that would require that kind of protracted permitting requirements in the area. But it’s an area that requires some pretty careful orchestration to step through. And we will provide some more detail on that – on the Appalachian Connector at the May analyst meeting.

Okay, fair enough. Thank you very much.

Thank you.

Thank you. And our next question comes from Abhi Rajendran from Credit Suisse.

Hi guys, good morning.

Good morning.

Couple of quick questions, now that the commodity backdrop has stabilized a little bit do you have any update on the drop down of the remaining NGL Petchem projects at WMB level, I know last update you guys gave was that was going to get pushed out maybe later in the year, but any update or color there will be helpful?

Abhi, this is Don. Really, no update at this point, we can talk more about it at the Analyst Day. But there is no urgent need to do it. And certainly, we feel better about it when equities are trading better. So that’s kind of where we stand.

Okay, got it. And then last quick one for me. Looking ahead to Analyst Day, are you guys thinking about sort of reintroducing the segment level guidance which you had last year would kind of help give some color by segment what’s going on to volumes and margins and whatnot?

Yes. Abhi, I would just say we haven’t confirmed that yet and so just stay tuned for Analyst Day.

Okay, got it. Thanks very much.

Thank you. And next, we will move on to Timm Schneider with Evercore.

Hey, good morning guys. Most of my questions have been answered, so I have a macro question for you guys. How do you see the Northeast NGL scenario kind of play out, right, so one of your peers is saying they are going to be running at 90% utilization just firing NGLs into the base and you are getting into the shoulder season where it’s another real propane demand basically lack of storage, how do you think about realizations up in the Northeast and getting those NGLs to a home where they are actually needed?

Yes, great question, Timm. And as you know we have been concerned about this since the Bluegrass days and we remain very concerned about the clearing of liquids out of the area. And I think unfortunately, the answer is they are going to get cleared out there by rail. And just as evidenced, what’s going on in that space, our Conway rail facility for the first time that I can ever remember is even though we have dramatically expanded our rail position – our rail rack position there at Conway, our inbound which I don’t ever remember this occurring, our inbound capacity on rail is fully contracted for the summer months. And so I think that tells you kind of what’s going on, which is all those products getting put on rail and it is going to any home again for storage and Conway is an attractive place for that. And of course Conway then has great access into the Bellevue markets when it’s needed there as well. So I think that’s what we are going to see, I think already seeing it. And I think the wholesale marketers of the NGLs have realized that’s one of the few places that you can clear those liquids and then sell them into the market as the market demands them. So I think that’s what we are going to continue to see more of the beneficiary that there with Conway. And if anything, we are probably guilty of under-pricing that service given how strong the demand has been there.

That’s interesting. Can you tell us how much of it is to rail from the Easter Conway?

No, I don’t have the detail on exactly what that rate is.

Got it. And in terms of building additional storage in the Northeast, specifically I realize it’s all above ground storage because it’s simply reservoirs and that doesn’t really work for NGLs, do you have any sense of how much more it is to build storage in the Northeast than in the Gulf Coast?

Well, I would – if you don't have a salt formation, you really don’t have a very attractive place or a few projects that we have been looking at through the Access team and looking at some areas to try to develop that, but I would just say it is the scale of opportunity is very limited for storage because you don’t have the big salt lands like you do in either the Conway area or the Gulf Coast area salt land has provided the opportunity for storage. Without that, it's very difficult – and frankly that’s one of the reasons that the Gulf Coast Petchem space is continuing to be prolific for year after year after year as one it has access in ports, but also it’s got the great advantage of salt dome storage for both the raw – feedstocks as well as the finished product. And that’s in the Olefin’s basins. So those are the big advantages. And frankly, I don’t see that changing anytime soon. So, very expensive to build any kind of storage capability in the Northeast, because mostly it’s going to be above ground storage capabilities.

It sounds like your view that Northeast in fact does need another export solution over call it the next 2 year or 3 years?

Yes.

Okay, thank you.

Thanks, Timm.

Thank you. And next we will move on to Jeremy Tonet with JPMorgan.

Good morning. Thanks for all the color this morning, it’s been very helpful. I just wanted to touch base – here has been some chatter in the marketplace for the potential of a family level consolidation to improve the family’s cost of capital. Our impression has been that there is not really any rush or need to do that, do something like this right of way that we can give the post-ACMP structure a chance to prove itself and earn a re-rating from the market. I was just wondering if you can provide any thoughts on Williams cost of capital and any other updates or thoughts on family level consolidation if that makes sense?

Jeremy, this is Don. I think we have discussed that periodically in the past in terms of pros and cons. And we do believe that WPZ is positioned to improve its cost of capital. So you know we don’t have that here today and we can certainly talk more about that during Analyst Day.

Okay, fair enough. Thanks.

Thank you.

And our next question comes from Christine Cho with Barclays. Ms. Cho, please check your mute function.

Sorry. I just had two very quick follow-ups. The 80% swap at Geismar to Bellevue when does that roll off, if at all?

You know there is a multitude of contracts there Christine and so none of them – they don’t all start in, but typically they are not real long-term contracts that are established in that market. But there is a variety of terms on those contracts.

And then with the maintenance CapEx, I know you kind of addressed the regulated maintenance CapEx, but what about for the well connects, I mean if we are seeing a slowdown in drilling and completion could there be – could that number have come in lighter than you expected?

Yes, slightly. But as Bob pointed out we have got a lot of catching up to do still. We are still working off of quite an inventory of getting caught up. So even if the drilling does slowdown we still – the well connects will still keep coming for quite some time.

Okay, thank you.

And our next question comes from Ross Payne with Wells Fargo.

How are you doing guys?

Great, how are you?

Good. I was wondering if you can give us a little more detail on the Geismar startup kind of getting pushed back into June, are there other issues outside of the heat exchangers that you talked about in Q4 and has anything really changed from Q4 to where we stand today in terms of trying to get it up fully to specs? Thanks.

Yes. Thank you and appreciate the question. It allows us to spend a little bit, because we really haven’t hit that much today. And a couple of things I really want to point out there, one is that we did have the major equipment for the expansion up and running. And so and in fact as we sit here today we are utilizing many of the components of the expansion facility. So contrary to what probably you would be left to believe, it’s not like we have just got the base plant sitting over here running and the expanded plant is sitting idle. We are utilizing in this period a lot of the big elements like the furnaces for instance on the expanded facility. And in fact we had the major equipment up and rolling when we had this transformer fail on us. And so I think that’s very good news because we been able to test all of the major components. And in fact we are using this time period to put load test on the expansion parts of the facility. But at the end of the day this EBR system is what is bottlenecking if you will the production on the plant, on the ethylene side of the plant. And until we get that transformer back in then we can’t go on with the rest of the plant. So the good news is we are not sitting here wondering about the rest of the major equipment in the expanded plant. We have actually been able to utilize it and get it up and tested. And so really this is – I hate to – there is nothing simple in a big complex plant like this, but to try to put in simple terms, we have got the plant – the expanded plant has been up and tested. And it’s a matter of getting this transformer repaired at the manufacturer’s facility and getting it plugged back in. And we did run that compressor that this transformer drives and everything was fine with that compressor. And so it’s just a matter of getting the transformer plugged back in.

Okay. And in the last conference call you guys talk about the heat exchangers getting up to about 70%. Are you comfortable now that they can get all of the way up to 90% plus or are there other things that you need to do on that front? Thanks.

Again we have kind of had the luxury, unfortunately we have had the luxury of time in getting some of those things that lined up. And we have gotten – we had some fouling and some residue oil coating on some of those highly efficient exchangers and we have gotten those cleaned up and they are performing very well now.

Okay. Thanks guys.

Thank you.

Thank you and that will conclude today’s question-and-answer session. At this time I would like to turn the conference back over to Mr. Alan Armstrong for closing remarks.

Great. Well thank you all very much. Appreciate all the great questions. And we certainly are excited about bringing all of these projects and we really look forward to talking to you in more depth here on May 14. Thank you for joining us.

And ladies and gentlemen, this will conclude today’s conference. We appreciate your participation.