Good day, everyone, and welcome to the Williams and Williams Partners Fourth Quarter Earnings 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.

Thank you, Dana. Good morning, and welcome. As always, we thank you for your interest in Williams and Williams Partners. Yesterday afternoon, we released our financial results and posted several important items on our websites, williams.com and williamslp.com. These items include yesterday's press releases with related schedules and the accompanying analyst packages; the slide deck that our President and CEO, Alan Armstrong, will speak to momentarily; and an update to our data books, which contain detailed information regarding various aspects of our business. In addition to Alan, we also have the 4 leaders of our operating areas with us. Jim Scheel leads our Northeastern G&P operating area; Allison Bridges leads our Western area, Rory Miller leads the Atlantic Gulf area; and John Dearborn is here from our NGL & Petchem Services operating area. Additionally, our CFO, Don Chappel is available to respond to any questions. In yesterday's presentation and also in our data books, 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. Also included in our presentation materials are various non-GAAP measures that we've reconciled to Generally Accepted Accounting Principles. Those reconciliation schedules appear at the back of the presentation materials. So with that, I'll turn it over to Alan Armstrong.

Great. Thank you, John, and good morning. Let me welcome all of you who joined us today for our fourth quarter results. We'll also talk about our major developments and our outlook today. We do have a lot to cover today concerning items like Geismar, Gulfstar, Bluegrass, our Northeast volume growth and now our big exciting project, Atlantic Sunrise. But before I turn to our fourth quarter results and our full year, let me provide a brief update on where we are with Corvex and Soroban. As you know, in December, Corvex and Soroban disclosed their interest and each having representation on the Williams' board. Since that time, we've been engaged in discussions with both Corvex and Soroban related to the company's strategic plan to drive continued value creation and, of course, we look forward to continuing those discussions with those parties. We do have a long track record here at Williams and, in fact, in recent years, have been a leader in taking advantage of transformational and structural opportunities that create value for our shareholders, and we continue to welcome input towards our goal of enhancing shareholder value for this great company. And so with that, let's turn to our fourth quarter results. Before we get into the details of fourth quarter performance for WPZ, I'd like to remind you of our strategic focus to grow our exposure to fee-based revenues. We are accomplishing this by continuing to develop large-scale infrastructure that will be critical to connecting the fastest-growing supplies to the fastest-growing markets for natural gas and natural gas derivatives. And in fact, this train is just gaining steam as we saw an 8% increase year-over-year in fee-based revenues at WPZ, and we expect even faster growth into 2014 and '15. In the fourth quarter, WPZ enjoyed this…

[Operator Instructions] And we'll go first to Brad Olsen with Tudor, Pickering. Bradley Olsen - Tudor, Pickering, Holt & Co. Securities, Inc., Research Division: First, a quick question about weather. Obviously, the price impact of this winter has been very good for gas and NGL markets. What impact, if any, do you expect to see as we move into Q1 in terms of freeze-offs or other operational issues as a result of weather either in the West or in the Northeast? And have we seen some of the buildout in the Northeast or some of the drilling activity slow as a result of some of the cold weather?

Yes. Great, Brad. Thanks for the question. First of all, I'd like to commend our Western team and our Northeast team for some great operations despite some pretty difficult environments out West in the fourth quarter. Moving into the first quarter, where your question was targeted, I would say the West continues to do pretty well up against our norms -- we normally do have quite a bit of freeze-off. But I would tell you, they continue to perform very well up against the norms for the Rockies in the Western areas. San Juan Basin has actually had one of the better periods during this than we normally see quite a bit of reduction in production there. In the Northeast, I'm very thankful for the work our team's done up there. Key to reliability up on our system. I will tell you there's certainly been some freeze-up upstream on some of the producer's equipment and some of the volumes upstream of our facilities, but our facilities have remained very reliable. And really excited to see our team having pushed through some very challenging times of getting these facilities up to reliable standards. And so we have set some freeze-offs out there in the wet Marcellus area. But again it's not been on our systems, it's been upstream, and producers have been working quickly to overcome that. Bradley Olsen - Tudor, Pickering, Holt & Co. Securities, Inc., Research Division: Great. And another question about a little bit more of the long-term outlook in the Northeast on your OVM systems specifically. There have been some really impressive dry gas well results just across the river in Ohio, and it appears that there is some potential prospectivity in Marshall and Wetzel for those very productive dry gas horizons. Are those -- is that kind of emerging play something that you've discussed with your OVM customers? With that dry gas production, if it does emerge, would that dryer gas maybe alleviate some of the operational issues that you've seen with some of the especially super-rich gas that you've had on the OVM system just by diluting some of the liquids content and providing you with maybe more of a dry gas blend stock for some of the ethane-rich gas you produce?

Yes. Well, first of all, I would tell you there are several of our key producers that do have plans this year to test into both the Utica dry and the Upper Devonian. And while the Upper Devonian doesn't provide any relief, I hate to -- as a processing company, I hate to think about getting -- moving to dry gas as relief. But to your point, some of the big volumes that we've been seeing from Utica test in the dry area would certainly help provide some sweeping volumes and a more reasonable gas-to-liquid phase in our pipeline. So we're excited about that, and we certainly are working with the producers. I would tell you included in our capital is some expansions of our systems to be able to accommodate some of those higher volumes on the dry gas side. Bradley Olsen - Tudor, Pickering, Holt & Co. Securities, Inc., Research Division: Great, and just one last one. On Constitution and Atlantic Sunrise. Constitution kind of stood out as the only Northeast pipe project to involve a significant laying of new build pipes, and Atlantic Sunrise, at least from the map you have provided, it appears as though that project would also involve some significant new pipe from kind of the Leidy Line down towards Station 190. And I guess, is there anything from the Constitution process that's maybe something that could be applied to the Atlantic Sunrise process? Or is it something where, as long as you're laying significant new build pipes, there will be some regulatory risks of delays and what have you?

Great question. I would tell you that on Constitution, the real issue we're facing right now from a regulatory issue really relates to the New York DEC, not to the FERC. And so the nice thing about Sunrise is it does not go through the New York area. So we're not faced with that same regulatory issue. On the FERC side, I would just tell you, no, they are continuing to push through. You've saw the Constitution's draft EIS. So we're very thankful for the FERC continuing to try to do their part to accelerate these projects, and we continue to work well with them. And we certainly have some -- a lot of discussions, communications we need to do in New York to find the right answers and right solutions there as well.

We'll go next to Stephen Maresca with Morgan Stanley.

A couple of quick questions on Geismar. So you say, expect to be out of service until June. How firm is that date? And then how much extra out-of-pocket costs are there for each month you missed that? It seems like there, you only had, if I'm reading this right, $10 million of additional uninsured losses from delaying this, 2 the 3 months from April to June. Is that right?

Yes. It's for 2 months. That's correct. Just a little over 2 months of delay, that's correct. And so to answer your question, right now, the mechanical completion is expected in the first part of May, and I would tell you there's obviously a lot of things to go right, but I'm very proud of the work that our team has done to really dig in some great detail to understand what the drivers of that are in the productivity and labor. And I think we've got a very studied perspective on that issue. Having said that, I would tell you the window is probably from the last week in May through the end of June as the expected window right now for that startup. And in terms of that cost, of course, if we were delayed beyond that, it's very dependent on ethane to ethylene spreads. But in a range, that's probably around $1.5 million to maybe up to $2 million a day of expected revenues we lose on that.

And then one more. The $175 million more CapEx and the higher cost for Geismar, is it relating to repairs? Or are you getting a return on that increased capital spend?

No. There are -- unfortunately, this isn't one that we'll get any return on. And I would just tell you, it's been driven by a lot of the complexities associated with the damage at the plant. So we've had, as I mentioned early, we would have to go in and wait on utilities being ready, the complexity of working in both the damaged-repaired areas, as well as getting the expansion that's just put a very crowded and complex stage there. So I would tell you that is one of the major drivers for us, but there certainly isn't, unfortunately, any incremental return to come to us from that investment.

Okay. Understood. And then moving to Bluegrass, Alan, you pushed it out, but you're still talking quite favorably on the project. And is your sense that producers are eventually going to be willing to sign up, but this is just a timing issue, and I guess, what is causing them to hold off on signing right now and still giving you confidence that there will be in the future?

Yes. Steve, great question, and thanks. I will just tell you, if you look at what cost for a producer, the kind of commitment, if somebody's got 30,000 to 70,000 barrels a day of commitment, and you look at what that looks like on a roughly $0.30 a gallon by the time you pay for transport, frac and go to an export facility. That $0.30 a gallon, put that times 30,000 to 50,000 barrels a day and pile it up for 15 years, that's a very, very large commitment from many of the producers we're dealing with. And it's just taking time for them to get all their approvals and work through all of the issues and concerns that they have with that because it is a very, very large commitment, and if you do the math on that. And so I really think that's the practical issue we're dealing with. We have some very engaged customers. I think, as I mentioned, a lot of our costumers see this opportunity just like we do. That it is essential, and it's an essential piece of infrastructure, and I think some folks would just like to see some of the else get it built, and hopefully be on the coattails of that. But frankly, we're going to have to see an adequate amount of financial support before we push through with additional investment.

Okay. And I appreciate -- moving away from Bluegrass, and your comment about discussions with Soroban and Corvex. I want to know if you could just talk any discussions you have with respect to the Access's 50% GP interest held by GIP. Is it something that you would ultimately like to own at WMB? And is it something you're working towards ultimately?

Well, I would just tell you -- we think the ACMP business is a great business. We think it would be a great complement to Williams in a lot of ways, both from a management team standpoint, as well as the structure and the contracts and the focus on natural gas. So it's very much in line with our strategy. But of course -- so I think fundamentally, the answer to your question is yes. We would like to look towards bringing in the synergies of combining those businesses, but there's another party involved. And that means there is a value trade to be added, and we'd have to make sure that the value trade really makes sense for our shareholders. And because we do have some many great investment opportunities in front of us right now, we have to keep that in balance as well. And so to answer your question, yes, we'd love to do it, but at the right price and at the right timing as well, because the bigger hurry we get in, the more extensive that likely becomes.

One quick follow-up. Are there active -- would you describe as active discussions in that for this or not right now?

No. I wouldn't describe there's being any active discussions. I would say we continue to study the opportunity from our own perspective. But I wouldn't suggest that there's any active discussions with GIP on that.

Final very quick one for me. Do you expect to have IDR waivers in 2014? I saw you didn't have them in the fourth quarter.

No. We do not intend to have IDR waivers.

We'll take our next question from Abhi Rajendran with Crédit Suisse. Abhiram Rajendran - Crédit Suisse AG, Research Division: A couple of quick questions. You increased a lot of your assumptions on your commodity deck, but your outlook was largely unchanged. I guess, is this just a function of most of the commodity movements largely netting themselves out? Or are there some volume offsets? If you could provide some color on some of the puts and takes? That would be helpful.

Sure. Yes, really, it is very much an offset. So you'll see, of course, some higher NGL prices reflect the current market, and you'll see the slightly lower ethylene prices. And of course, all of that is up against the higher natural gas price. And so as I mentioned in my comments, really, those -- all of those work to offset each other primarily. So really fairly little movement in all those businesses as well. Abhiram Rajendran - Crédit Suisse AG, Research Division: Okay. Got it. And on the topic of ethylene, ethane prices. I mean, could you talk a little bit about your thoughts on margins for Geismar over the long run? Obviously after it's up and running. Ethane is spiked recently, but there's still plenty of supply coming online. And on the pricing side, ethylene is largely driven by crude, international crude. So just some of the puts and takes there and your thoughts on how margins will shape up over time.

Yes. Abhi, I'm going to ask John Dearborn to take that question for us.

Sure, and thanks very much for the question. Starting with -- let's start with a short-term look at ethylene. As we look back over our shoulder, coming out of last year in anticipation of the second quarter turnarounds that are in front of us, I think there are 3 factors that are about to turn around in the second quarter. The industry, if you look at the EFPN [ph] inventory data, built inventory, in our estimate is they built somewhere between 700 million and 800 million pounds through the end of this year. That's roughly how much ethylene will be needed in the second quarter. I think on the back of that, we saw the weakening prices in the first quarter. It's our expectation they'll warm up again into the second quarter, and that's -- and then back to what we would consider normal for the year in the latter part of the year. And so I think that's the way we see this year playing out. If we look at ethane, I think in the short term, ethane is facing some operational difficulties in the Gulf Coast, mainly related to brine that's all the new fractionators have built there in the Gulf Coast. I think folks just challenged in moving the inventories around us is necessary because of some brine difficulties. We think that's going to clear out over the short period of time, and as a result, coupled with -- as a result, I think that we're going to see the ethane prices drop back to what would be a more normal level in the $0.30 per gallon range. I think that's what we've got in our guidance. So I think that takes care of this year's view. So now as we look forward, the next significant tranches of ethylene come in, in the 2017, '18 time frames. So our expectation is -- on the back of oil staying high and naphtha being relevantly related to oil, that our ethylene margins through that period until we see new, significant supplies of ethylene come on in the latter part of this decade, I think our ethylene margins are expected to remain pretty strong. Abhiram Rajendran - Crédit Suisse AG, Research Division: Okay, great. That's helpful. And then one last quick one, if I may. Could you maybe talk a little bit about recontracting on the Northwest and Transco pipelines in terms of what's up for renewal, how we should think about changes in the transportation rates? Obviously, Transco is running pretty close to full; Northwest is not quite there. But any color there would be very helpful.

Okay, great. I'll ask -- we're in very good shape on that, as well as Gulfstream. I'll ask Rory Miller to take Transco, and then Allison Bridges can give you a response on Northwest. So Rory, if you'll take that Transco question?

Yes, that's a good question. Just thinking about Transco a little bit, we've got what I would call some pretty fresh market signals around pricing with our new Atlantic Sunrise project. And although we're not really disclosing all the information on it right now, the rates are above, significantly above where our system rate is. I think we've got an average of 6 years or so on contract length there. But we believe that with the change of the system, supply coming in both ends and the kind of growth that we have from the market side, it's truly a "supply push, market pull" kind of scenario. We believe as those contracts roll off that re-upping those contracts is going to be very attractive for our end users. We don't think anybody in the marketplace will be able to touch the opportunity that the LDCs have to just re-up those contracts. And in fact, that's what we've seen as contracts roll off. We've not seen any pressure at all in terms of getting those recontracted. So it's kind of -- it's a very healthy situation, and I think, due in large part just to the quality of the service and the positioning of the assets.

Great. Thank you, and Allison, if you'll take the North -- question on Northwest.

Yes. On Northwest, we are fully subscribed even though we don't run at 100% load factor day in and day out. We do -- our contracts are fully subscribed, and I believe, on average, we have a remaining term of over 9 years. And we continue to be able to extend terms with customers. Additionally, we're really starting to see, I think, some exciting new market growth opportunities come to the Northwest through potential new fertilizer plants, potential new methanol plants for exports. So I think that not only will that continue to bode well for our existing capacity, I think longer-term, it will also result in some expansion opportunity.

We'll go next to Christine Cho with Barclays.

In the Northeast, your processing volume was a bit stronger than I would have expected. How much, if any of that, was due to benefiting from a third-party outage?

There was some in the month of -- mostly in the month of December there Christine, that came from the Natrium plant being down, and I think it was around varied, but up to about 50 million a day during the month of December.

Okay. And then if I look at your NGL production, it looks like you guys may have hit your fractionation capacity maybe at the end of 4Q or sometime this quarter. Is that the case, and is your new frac unit online today?

Yes. We are up against the limits on the base frac, and the second frac, we are -- we'll be commissioning here towards the end of the first quarter.

Okay. Was there a buildup in NGL volumes that couldn't get frac-ed or no?

No.

Okay. Going to Bluegrass. Was there maybe more acreage dedications than you would have liked and not enough minimum volume and/or ship or pay commitments? Is that delay in the pipeline more about reducing your volume risks, and that's only going to happen when producers feel more pain in netbacks. Also, have the smaller projects that have been announced since your original announcement of the project played the part in pushing back your timing?

Well, first of all on the acreage dedication versus not enough volume, we certainly appreciate both of those as contributions. But clearly, we want to have a baseload of revenues that we can count on initially, and so that certainly is a major part of the issue. Secondly, as to the smaller projects -- I think those are great projects. I think they're needed. But they don't provide the kind of long-term underground storage opportunities that you get with the Gulf Coast nor the diversity of the markets for both the growing Petchem businesses and as well as the export opportunities that are very large-scale in nature in well-protected ports. So I would just tell you that I think we're excited those other projects exist because we think the growth in volume is certainly is dictating those kinds of solutions. But we really haven't seen that as a big deterrent for producers committing to Bluegrass.

Okay. And then last one for me. Can you provide an update on the PDH facilities? Last we heard, you narrowed it down to 2 international players or 2 players, I guess, who are interested in building derivative plants alongside your facilities. But we'd like to know if there's been any progress there.

Yes. I'm going to ask John Dearborn to take that as well.

Yes. Christine, thanks for the question. Yes, we've made some good progress there. We actually narrowed it down to one person, and we're entering into definitive agreements on that. Give us a couple of months and probably by Analyst Day, we'll be able to bring you a good update on where that the project is at that stage, but progressing as expected at the moment.

We'll go next to Jeremy Tonet with JPMorgan. Jeremy B. Tonet - JP Morgan Chase & Co, Research Division: I was hoping just to possibly drill down a little bit more on the Northeast G&P. Would it be possible to quantify how much weather impacted the quarter, the ROIs?

I would tell you it wasn't very large, actually. I'd say, some of the more significant issues were line breaks and a number of onetime operational expenses and some write-downs and so forth. But not too big of a volume impact from weather. One impact, though, that we did suffer was the ethane limitations going into the TETCO system. And so without the ethane systems being up and running yet, there were constraints that TETCO imposed on points like the Fort Beeler connection that required curtailments there. And so that did have some impact on our volumes in the fourth quarter. Jeremy B. Tonet - JP Morgan Chase & Co, Research Division: And then as we look forward into 2014, I was just wondering if you could provide any color on how you see the segment ramping up over the year? Do you expect the first quarter to be similar to fourth quarter or a steady ramp across the year or any step change in any given quarter?

Well, some of the big projects that we have coming on, of course, is the Gulfstar project, which would come on in the third quarter, and the Keathley Canyon project, which comes on at the beginning of the fourth quarter, and then the Rockaway lateral project. Additionally, though, the projects in the Northeast, many of which will come on either at the very end of the first quarter or the second quarter, really, are some big drivers, not necessarily just the volume, but to the rate that we achieve for those services. And so even though people come accustomed to looking at volume there, a lot of that will be just an increase in rates. So those are really some of the big projects, I would say. On the Cayman system -- sorry, on the system in Susquehanna Supply Hub area with Cabot, those volumes will continue to grow throughout the year. And we're really excited about the continued growth up there, and we're working very hard to keep the infrastructure out in front of the growth up there. But that's pretty well steady. That growth will be well steady throughout the year. Jeremy B. Tonet - JP Morgan Chase & Co, Research Division: Okay. So specific to the Northeast G&P, sounds like going into the second quarter, there could be a bit of a step change there?

Correct.

We'll take our next question from Harry Mateer with Barclays.

Two for me. The first, can you just talk about whether your thoughts on the need to have investment grade ratings of WMB have evolved and whether that financial policy might be part of your discussions when you consider taking advantage of the structural and transformation opportunities that you mentioned at the start of the call?

This is Don Chappel. Certainly, our -- I'll call it policy and desires have been to maintain the investment grade ratings at Williams. We think that it provides a lot of flexibility and ability to be opportunistic, particularly during very challenging times when the high-yield market is locked up. But having said that, we're certainly open-minded to other paths that create more value but it would have to be something compelling that would cause us to deviate from the path that we're on. So again, we continue to be open-minded, but we think it would take a compelling value-creation situation in order for us to deviate from our current path.

And then just a follow-up on Transco and Northwest earlier. Appreciate the commentary on rolling contracts. But you said there's been no issue with getting contracts renewed and extended. But I'm just wondering, has pricing been stable as well? Or do you feel like you're giving up some pricing to get tenor?

Rory, you want to take that, please?

Sure. Harry, we really haven't seen price pressure on those re-up contracts. If you look at where our system rates are, they're probably the lowest-cost opportunity that people have in the marketplace. And so the other thing is so many of our -- the LDCs that we serve, it's not like we're just dropping off large volumes of gas at one point. In some of our bigger customers, we've got over 40 delivery points. And so when you think about the way that we're distributing that gas into a 60- or 70-year-old distribution system and the low rates that we have that they can re-up at, it's just really hard. Plus, it's virtually impossible to replace those with gas from a new competitor.

And to be clear on that, we haven't discounted any of that firm. It's 100% contracted, and the rates are getting set by those rate cases. But to those long-haul 100% firms, there's not any discount. There may be a discount in the production area for IT and so forth, but not on the long-haul firm.

We'll go next to Ted Durbin with Goldman Sachs.

I guess, first question for me, it's WMB-leveled. You've obviously reduced the CapEx here with Bluegrass getting pushed out. I'm wondering if you can just talk about capital allocation, thoughts on the dividends, I don't know, share buybacks, keeping dry powder for acquisitions. What would you do with the extra cash, now that you'll have here for a little while?

Don, take that.

Ted, this is Don. I would say that the extra cash flow now is still going on into some of our growth projects like CNRL. And we'll see what Bluegrass does, but for the near term, that extra cash is being reinvested in that Canadian business. Longer-term, I think we have a lot of options, and we'll have to see how things play out here in terms of investment, as well as all the other options that we continue to evaluate. I think as Alan mentioned early on that we continue to evaluate kind of all the options, and we're very open to possibilities that will create additional value.

Okay, great. And then we've sort talked around it a little bit, but can you just give us a sense on Atlantic Sunrise? The returns that we're ought to be modeling in there, it sounds like it's higher than your current system rates. I think there was a mention of $400 million of revenue. Just give us a sense of what kind of returns from the $2.1 billion of capital we should expect.

That looks like about -- without providing specific returns there, it does look like about a 7x multiple on that project. Of course, that's a little better than you normally would see on a pipeline project, and some of that is driven by the fact that we did have the competitive advantage of having a lot of that service being provided by the existing system. And so that allows for some higher returns than normal.

Great. And then last one for me is -- you sound now a little more bullish on the Gulf. Any thoughts on potentially affecting Gulfstar here? As you're getting close to completion of the first one, what's the opportunity set look like right now?

Yes. Well, first of all, I'd tell you, one thing we are very excited about is the tie-backs that we're seeing to both Gulfstar One and to the original Devils Tower spar. And I'll remind you, those 2 facilities are very close together until there's a pretty nice area there that we can serve from those 2 spars, and we are seeing some nice tie-backs. And certainly, the Gunflint tie-back is a big boost to our expected economics for Gulfstar and came on much earlier in our assumptions. In our projects like that, we assume some tie-backs for the future, but this one came on much earlier than we had expected originally for that project. So that's very positive and of course, we've got a couple of tie-backs to Devils Tower as well. On the new spar front, we have many projects that were out there working, as you look out into the further reaches. I would tell you, we're pretty excited about some of the opportunities that we see to serve PEMEX with some of their big deepwater finds, which I'll remind you, are just south of our Perdido -- of the Perdido fold belt and our pipelines that go out to serve Shell's projects at Perdido Norte. So anyway, we're very seeing a lot of interest in the product, but we don't have any capital and guidance right now. We don't have enough confidence in those projects at this point, have any capital embedded in our guidance right now.

We'll take our next question from Carl Kirst with BMO Capital.

Just maybe if you clean up questions, if I could. Alan, maybe going back to Bluegrass. If we get abandonment -- FERC abandonment in March, do you see that playing any type of catalysts? Would -- did anyone have any concerns over that as they may have with other alternative projects? And two, could you help us with any color, maybe, you saw from the international petchem community as far as going through Moss Lake and perhaps getting capacity on Bluegrass from that end?

Yes. Well, those are both really astute questions. First of all, on the abandonment issue on Texas Gas, certainly, Boardwalk's in control of that issue, and I would defer that question to them. It's certainly at some point with the timing of that abandonment would certainly play into the decisions on Bluegrass. And the catalyst for a decision, we'll just say, we're not certain of the timing of that. And I think we certainly work closely with Boardwalk, but they've been working to manage that issue. But at some point, that would likely become an issue as abandonment word would come out and a decision would have to be made in terms of which direction to take there. On the question around the international players, lots of interests. A lot of a big interest, I would tell you, from a lot of international players. And I think there are some great strategic matchup there in terms of what we're trying to accomplish in the markets that we're trying to present for our producers in the Northeast. But I also would tell you the challenge to that is it is a very slow process in terms of working through all the approvals not within -- not regulatory or anything like that within the governance, within those very large multinational corporations. And so we're excited about it in strategy, but it's a long arduous process to gain approval on that. And so we're not waiting around, I would just put it that way. We're not waiting around for those approvals for moving on, but we do have a lot of exciting talks there. And we'll remain very excited about that strategically. But we've got to execute in the near term sometimes, and those parties can move, too.

Okay. No, I appreciate the color. Two last questions, if I could. And understanding what the Canadian PDH, we haven't seen the first one yet. So I don't want unless I put the cart in front of the horse, but to the extent that my understanding was at the end of last year, we were looking at perhaps wooing 2 different companies, and that led into potential even assessing the twin of the project. Is that something that is still progressing? Or is it more at this point, let's get the first one locked up under construction, and then we'll, perhaps, assess a twinning at that point?

A great question, Carl. I'm going to ask John Dearborn to take the question.

Appreciate the question as well. Yes, the second PDH is certainly still a bright spot in our future that we want to keep our eye on. But I think you've got it exactly right that we need to have success with the first one, before we're ready really to take a big step into the second. The marketplace, though, is continuing to express great interest. In fact, the partner that we're talking with is interested in the second one as well. So just that person is interested, and then we've got an arms-length-long list of folks that have come and approached us about number 2. So I guess, I'll just say stay tuned. There's more future growth opportunity for us up in the Canadian franchise.

And then a final question, if I could. Maybe one for Don and understanding that is sort of one of the risks that were outlined, the insurance recoveries for Geismar and the risk of perhaps oversimplification. Is there any additional color to share that, say, for instance, of the $125 million second payment that should be coming this quarter? Can you express that in any terms of bid versus ask, of what you had requested from the insurance companies versus what they were comfortable at this point paying out?

Carl, the insurance paid 100% of our claim to date. So I think to date, they've paid the claim as filed, and I think we're pretty well paid up through the end of the year now. In fact, obviously, the business interruption loss mounts every month. So we'll continue to update the claims process and make requests for additional payments. We'll see where that takes us. But the actual claim is based on actual losses, so we can't expect to get paid for February until sometime after February ends, or -- March until after March ends and we know what the real price is. We're in the market, and therefore, the basis of our claim. So those will kind of tick off periodically.

We'll go next to Craig Shere with Tuohy Brothers.

A couple of questions here. Alan and Don, on this call, you both commented a couple of times about being open-minded to transformational opportunities. But Don kind of emphasized the bar was set high for giving up that investment grade credit rating and also noted that WMB level free cash flow is already spoken for a bit in the near term. My first question is do you kind of see this ongoing internal discussions with investors being an ongoing long-term issue to keep in mind or something that's more of a 2014 catalyst?

Well, I would just say -- it's a great question, Craig, thank you. But I -- we've always had our eyes open to any arbitrage that's available in the market and any additional value we can add to our shareholders to either transformational or structural changes. And as I mentioned earlier I don't think anybody can accuse us of not having been aggressive, and in fact, we've certainly been a leader in many of the structural changes over the last several years. And so we'll continue to look for those, and I think the drivers will be what the market is valuing and how our businesses are being best valued in the market, and we'll continue to look for those opportunities as time goes by. So I don't -- unless there became a roadblock between a really good idea and what we are willing to do, that would be catalyst that might limit '14. I just don't see that. I think we're very well aligned with both Corvex and Soroban in terms of looking for the great value. I think their perspective is that we're well undervalued relative to marking to our peers. And that we've got the best growth story in the business, and we ought to be getting value better than our peers and not just at par with our peers. And so I think they see a huge value gap there. And I have to say, I share their perspective. And I'm very well aligned and will continue to work with them or anybody else that has good ideas on how we can achieve that value.

Great. I appreciate that, and a couple more. With Gulfstar One pending completion, do you see this completion -- successful, on-time completion, being a catalyst for other significant deepwater projects?

I would just tell you, I think our producers -- I think Hess and Chevron, and particularly, Hess discussed with some more visibility to them, are going to wind up, looking really smart on this project both in terms of the time that they brought their production to market. And the capital that they have tied up or the lack of capital they have tied up. So I think it's going to look like a really good project for them. It's going to look like a really good project for us because we're bringing in third-party volumes, and we're marketing the project for that. So I think when people sit back and analyze that, they're going to look pretty smart. I think Hess will want to do more business. Chevron want to do more business like that, and I think their peers will be pressured to do that kind of businesses as well. So I think this is a smart solution out there, and certainly, it gives -- we'll continue to gain confidence in our ability to execute on these kind of projects, as well as the producing community.

Great. And last 2 small ones. Can you provide some more color on that $20 million Petchem Services pipeline project write-off? And as a follow-up to Abhi's question about long-term commodity price outlook, and I know this is going out a bit. But if we are thinking maybe nat gas and even ethane pricing, especially could be a headwind towards the end of the decade, would you consider leading up to that, balancing out your short positions by expanding midstream processing POP exposures through development or acquisition or new processing?

First question on the write-off in the Petchem Services, that was related to an NGL extension up in the Northeast, a line extension that, through some potential partnering arrangements, we don't think we need any longer. And so we found a better solution than the investment that we've made in the right away and so forth developing the project. So that's the first one. And then secondly, on the commodity price outlook, certainly, the natural gas pricing is one that is kind of bittersweet for us in the short term. It will put pressure on our NGL margins and therefore, ultimately, on the ethylene spread as well, as ethylene prices, as you mentioned. But the good news is, and I think this is very positive news, is that just as we stated, we're really trying to move it forward to being a volume-driven company, and with this shot in the arm for the producers, the gas and the NGL prices that we think are going to spur additional drilling and additional volumes into our system. And so frankly, I think it's very -- long-term, very healthy for our business. In terms of contract restructuring, I think you'll see that we continue to restructure into -- away from the business. And if you look at how rapidly our fee-based business is growing over the period, it's tending to push out the importance of those NGL margins. And so we're always looking to try to reduce the risk in exposure, but it has to be done with an eye towards really the expected net present value versus the commodity risk. And so -- but we're always looking to do that. We see great value in more and more predictable cash flows, and so we're always working towards that.

I guess, my question there was a little more focused on an appetite even if the individual investment is not as high-return, in balancing out your commodity exposures longer-term. So you have a little less volatility. So in other words, would you be willing to go into fresh midstream commodity exposed operations that would balance out your existing risks.

Well, I would say that I don't see adding POP contracts as reducing risks all that much frankly. And so I would say you'd see us investing in more fee-based investments. I think POP is a different kind of risk, but I really don't see it balancing out all that much risk. We do have some contracts that will reduce risks like our Laurel Mountain contract with Chevron that's a percent of gas. And that does, but that's not just limited to the processing business that's on the gathering business as well. So we certainly will look to those kind of opportunities that reduce our exposure to natural gas but not necessarily adding length and exposure to NGLs.

We'll go next to Sharon Lui with Wells Fargo.

Just a couple of follow-ups. For the Atlantic Sunrise project, do you anticipate that 7x multiple at the start? Or is there a stairstep in the commitments to get to the full capacity?

No, that is both initial and end of term revenues. So that's fully contracted from day 1.

Okay, great. And then also for the planned Canadian drop-down. Any change in the target multiple? I think you previously mentioned around 7x.

Sharon, we said less than 7x, and I think we're in that same zip code.

Okay, great. And I guess, given the recent news on Boardwalk, do you anticipate that this could have an impact or bearing on shippers' decision to commit to Bluegrass? Or maybe on the way you would like to structure the JV as the project goes forward?

No. Just to remind you -- and I'm certainly going to be careful. I do not to speak for Boardwalk here, but I will tell you that Boardwalk has been very clear with us from the inception and have certainly recently reiterated that Loews really stands behind the bulk of their capital commitment. And so we did not worry the recent reduction in their distribution and the impact that's had on the company. So we -- we're very excited to have them as a partner. They've been a great partner to work with, and we really don't see any issues there because of they've got such strong backing from Loews on the project.

We'll take our next question from Timm Schneider with ISI Group.

Just -- I was wondering if you guys can maybe discuss what you're seeing in terms of operating cost creep in some of your different service areas. So if I look at Northeast, for example, volumes and revenues were up pretty nicely, I think, 18% sequentially, but that didn't really push through to the bottom line. Was this just kind of onetime issues? Or is there something else going on?

It really -- Timm, thanks for the question. It really is -- has been a lot of onetime issues. We also have allocated quite a bit of cost the way we allocate kind of our support services across the company. Those get allocated on both the capital and a revenue basis, and so the cost of them coming up directly with those allocations as well. But for the most part, the real issue was a bunch of onetime matters in terms of write-downs and so forth that on various assets. And frankly, we're kind of cleaning up what's been a pretty fast-paced period up there. And I would tell you, as we move forward, Jim Scheel and his team are going to be very focused on operational excellence and really fine-tuning our cost structure up there. So I'm very confident in our team's ability to do that. If you look at our overall cost structure across the entire company, you'll actually see that, that actually -- between our O&M and G&A, actually, reduced a little bit from 12% to 13%, which is pretty impressive, considering the amount of growth that we've been managing. So I'm very confident in our team's ability to get after cost and get those in line. But we've certainly been trying to make sure we got some of the reliability problems behind us and for the benefit of our customers and because we saw that as kind of a job one. And I think we've done that and reliability has been very, very impressive over the last 6 to 7 months. But it's come at some expense to get it there, and I think that's a lot of what you're seeing right now.

Sure. And as a follow-up, can you guys just discuss maybe your preliminary funding plans for Atlantic Access? Are you kind of happy with the $2.1 billion, I guess, CapEx outlay at this point, or would you consider selling some of that balance to another party?

No. I don't think we would be planning on selling that down. It's part of the Transco system and as a result of that, it's not an individual project, the way like a Constitution project is. So Constitution is not part of the Transco system, and it allows for that, but being part of Transco makes that a little more difficult.

Yes. We like the risk return profile there, and again, most of that capital is in 2017. The amount of capital for 2017 is pretty modest. So it puts it out in a period where we'll have a lot of capacity and be looking to make big investments.

Got it. Lastly, for me, on Constitution. I guess, what are some of the big moving parts around the in-service date, whether it's going to be kind of end of '15 or early '16? And how are some of the conversations going with producers in that part of the woods?

Well, that -- the Constitution system is fully contracted as you know. And so the discussions are really more around what all we can do jointly to accelerate the permitting process. And really, the permitting is the issue. As I mentioned earlier, the FERC has certainly been constructive, and they are pushing things along. But there are some permitting requirements in the state of New York that, for various reasons, can be a bit of a barrier. And frankly, I think we just got to work towards the right resolutions that meets everybody's needs on that. And I feel we'll remain confident that we can do that, I think it's very clear, politically, that the infrastructure is desperately needed to serve the New England markets. And I think that bringing that to life, clearly and firmly, will help bring some reason to getting past some of the permit issues that we're facing right now.

So was that more at the state level? Or was it actually land owners challenging rights of ways?

No. It's state permitting issues.

We'll go next to Faisel Khan with Citi.

I hate to beat a dead horse, but if could just go back to sort of the response that you guys have to the activism in the market and your stock. Is there going to be like a formal response from you guys, from all you guys, to the activist shareholders' sort of demands? Or is there going to be any change in the board over the next several months? I know that there were some requests by the activists to take board seats, too. So just wondering is there a timeline when you have to respond to them or put out a formal sort of response and discuss sort of what are the strategic options or at least adopt the strategic options that they're recommending?

Yes. Well, really, the only thing they really asked for at this point is the board seats. And so that's where the discussions have centered, frankly. And as you noted, we -- I'm sure we put out an 8-K announcing that we had expanded or extended the window for nomination post this call in our 10-K release. And that really was to eliminate any disclosure kind of risk and really allow the parties to have a more thorough discussion post that information being out there. So I think you should see that as very accommodating on the company's part and very interested in continuing those discussions.

Is there sort of a time line when sort of these discussions and you guys all present your sort of findings to the market? Or is it sort of just ongoing?

I would say it's ongoing, and certainly wouldn't try to speak for Corvex and Soroban. But I think from Williams' standpoint, we certainly are interested to reengage in the discussions. And again, just given the timing that we were up against the window closing ahead of a 10-K and our earnings release, we just wanted to make sure that we didn't -- that the compliance issues were first and foremost in the attendance of the various issues we need to deal with there.

Okay. Fair enough. And then going back to the funding on Atlantic Sunrise. So do you guys envision sort of issuing sort of pick [ph] units in the future for -- to fund the equity on this project? Or do you think that you are -- the cost of equity will be low enough that WPZ to sort of to move forward with the common equity offering?

Faisal, one is that the significant funding is on a long way out. As I mentioned, the bulk of it is in 2017. So -- and we would expect the WPZ cost of capital to improve significantly, particularly as we -- as Alan cited here, we've got a lot of projects that we -- are expected to go in service here in '14 and '15, which will really boost WPZ cash flow and coverage. And as we do that and the coverage comes back to a -- I'll call it a more attractive level, we would expect WPZ will trade in line with fundamentals. So I'd say, we're optimistic that WPZ will come back in line here over the next year or so.

We'll take our next question from Chris Sighinolfi from Jefferies.

I guess, first, Don if you could talk about maintenance CapEx. I realize in the prepared remarks you talked about some synergies that were realized in 4Q that led to the improved spend versus what you were guided in the third quarter. But I'm just wondering a bit more about that, given that we didn't see any change in '14 or '15 guidance, is that more of just a onetime synergy? And if so, what's sort of additional color around it?

Let me take that, if I could, please. This is Alan. I think, first of all, the -- a couple of drivers to that. We have a lot of maintenance capital items that had been driving a lot of the costs in '11 and '12. So they were Clean Air Act issues. There was a lot of required inspections on the pipeline to be done by a certain period, smart pig inspections. And so we got a lot of that out of the way. If we also -- if you think about reducing risk on your systems and your asset integrity issues, you always want to hit the systems that have the most risk on them first. And I would just tell you that our costs have been based just assuming that we would continue to find the same number of anomalies on our systems, as we completed those smart pigging and some of the hydro testing. And in fact, as we've gotten further down the profile and the lower-risk assets, we've had less and less dig outs. We've had less and less repairs required, and so that has driven some of that out. In terms of -- so if you were the team that's responsible for that asset integrity work, when you do your forecasting for that, you go in assuming you're going to have a certain amount of digs and certain amount of anomalies to clear. And if you don't find them, then those costs don't show up. Certainly, the big cost is in the repairs of that. So that's one item. And certainly -- and because we had such rough winner out West, in particular, towards into the November and December time frame, it did slow down some of the works that we would have done in that period and would have expected to get done in the fourth quarter. And so a little bit of that'll get pushed in to '14. But it's not like you miraculously have a bunch of new capacity to get the work completed, so that tends to get pushed out into '15 as well. And so I would just tell you that we haven't backed off it all in terms of maintaining the integrity of our systems and spending the right money. We've just been very fortunate that a lot of the early work that we did was on some of our pipelines that we did most reconditioning, and as we moved into the less -- or the newer parts of our system and areas that we've had less issues, our costs are coming down as we do that pipeline inspection and asset integrity work.

Great, Alan. That's very helpful. As you think about the '14 and '15 programs, and just as a quick follow-up, in what you have planned for asset integrity. Might there be upside opportunities like what you mentioned when you find less there than what you think, given where you're moving to? Or is it kind of entirely a different aspect of the system?

No. I think we're having a hard time, really, believing we're going to get that fortunate on a repeated basis. And so I would just tell you our assumptions haven't baked that in at this point, but certainly, that possibility exists, but we just haven't baked that in at this point. Secondly, I would tell you an area that may be an impact on that would be around well-connect capital. Again, this isn't built-in. Because we're seeing gas prices and NGL prices move up so nicely, we may see more drilling coming on, which might increase our well connect capital towards the last half year. We love spending that money due to the degree that's producing revenues for the future. But nevertheless, given the way we account for maintenance capital, we would include that well connect capital as maintenance capital.

Okay, great. And I think that actually drills down to rather nicely out to questions I have on the West segment, Alan. We saw the ethane equity volumes come down again in a big way in 4Q. Obviously recognized, rejection's been something we grapple with all year. But I was curious, 2 questions out there. One, if there's something in particular that drove the change in 4Q that can be sort of isolated and highlighted? And then two, as I think about '14 and '15, with the commodity construct we're seeing today, if you've had any sort of revised views around the volume could be out there. I did see WPX had numbers out last week, calling some increased numbers out of their Piceance program, for example. Sort of how that might translate into what you guys are expecting out late?

Great question. Let me ask Allison Bridges take that question.

Yes. We did have some -- a little bit of anomalies, I think, in the fourth quarter in that we were -- third parties were actually continuing to recover. And so we were actually giving them some of our equity ethane, which was a positive thing from our financial standpoint. And additionally, we did have a contract that terminated at the end of the third quarter. So those 2 things caused a rather large drop in the fourth quarter. We have been seeing some declines in volumes. As you said, we are starting to see some good signs with increase in gas prices, as well as WPX announcing that they were adding rigs. So we do believe that a little bit out in the guidance period, we're going to start to see arresting of some of those declines.

Great, very helpful. One final follow-up for me. Just to dovetail on what Timm had asked earlier about costs. Alan, we did see a very strong bead relative to your guidance in Atlantic-Gulf. Obviously, some cost creep continued into the Northeast. You had mentioned, as you have in earlier quarters, about sort of this week calibration or reallocation of costs more towards the Northeast given the activity. Was any of that present in the fourth quarter? Or is that sort of -- have we reached run rates we should expect from here?

No. And just so you know, I mean, I think if you're just focused on the Northeast segment, you'll see movement. If you're looking at the total cost structure, you won't see that much movement as it relates to that allocation because it's basically just pulling cost out of area where there's less activity and less growth, and it's being applied again. That's done on a modified mass basis, which basically takes in as a primary allocation is the capital invested and the revenues. And so as both the capital invested and the revenues grow there, it will shift more costs to there. That doesn't necessarily mean that the cost of that business directly is going up, but it just is the way and the method that we allocate cost across the business. And of course, we need to do that because we have regulated assets in our businesses as well, and so we need to make sure that we keep proper tallies on how we allocate those costs, and we keep constant method going on how we do that. So to answer your question, as you'll probably continue to see some allocated costs even though, I would tell you, in terms of the lack of operating profit performance in the Northeast for the fourth quarter, very little of that was driven because we are already expecting that cost allocation. A lot of the drivers, really, a bunch of onetime issues that we had in the fourth quarter, as I mentioned earlier.

And we'll go next to Becca Followill with the U.S. Capital Advisors.

On Atlantic Sunrise, are these 1.7 Bcf a day capacity incremental to the, call it, throughput on the system that's really running from south to north?

Yes.

So it doesn't reverse flow on any of the system to cannibalize the existing system? Or is it all incremental?

Well, I think if you just looked at our initial flows back then and you looked at our initial flows after the project is done, those 2 numbers are additive.

So it won't displace any of the existing, roughly, 60% of contracts that you have rolling off by 2016?

No. The -- where the product -- projects are going and deliveries for it will be incremental. And so I think you could -- really, if you think about it, it's the amount of gas going off the system that you would see. And so while you may see the benefit of physical displacement allow us to increase our capacity, so in other words, we don't have to go build as much capital as you normally would think to get incremental volumes because you've got gas coming from both directions. The volumes leaving the system will increase by that amount.

And then on Bluegrass, when should we expect a go or no-go decision?

As we mentioned earlier, we're still in those discussions, and I don't really think we should pin that down. But -- because frankly, it's some really big commitments, and we think it's the right project, and it's taking some time to get people to make those huge and long-term commitments. But I'm really not willing to put a specific time line on that at this point, Becca.

And with no further questions in the queue, I'd like to turn the call back over to Alan Armstrong for any additional or closing remarks.

Great. Thank you, Dana. Well, thanks, everybody, for joining us. We remain very excited about the tremendous growth that we've got ahead of us. And a lot of the big capital investments, as I mentioned really on the backs of a lot equity, are really start to come in to '14. We're pleased with the performance we saw for the fourth quarter and particularly pleased with some of the operational reliability improvements that we're seeing across the systems. And so we look forward to talking to you in the future and continuing to talk about the great growth story we have here at Williams. Thanks.

Again, that does conclude today's presentation. We thank you for your participation.