Good day, everyone, and welcome to The Williams and Williams Partners Fourth Quarter 2016 Earnings Conference Call. Today's conference is being recorded. At this time for opening remarks and introductions, I would like to turn the conference over to Mr. John Porter, Head of Investor Relations. Please go ahead, sir.

Thanks, Tony. 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. These items include 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 leaders of Williams' 2016 operating areas with us: Walter Bennett leads the West and Central; John Dearborn leads NGL & Petchem Services; Rory Miller leads Atlantic-Gulf; and Jim Scheel leads the Northeast Gathering & Processing area. Our Engineering Services leader John Seldenrust is also with us. 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. Also included in our presentation materials are various non-GAAP measures that we reconciled with Generally Accepted Accounting Principles. These reconciliation schedules appear at the back of the presentation materials. We're planning on keeping our call to about an hour. If we miss any of your questions, feel free to follow up with Investor Relations later on today. And with that, I'll turn it over to Alan Armstrong.

Great. Well, thank you, John, and good morning, everyone. We're glad you could join us today. Let's jump right in here on slide two where we have an overview of what we're going to talk about this morning. We'll discuss our full year 2016 performance and also provide some perspective on where we see the business going and why we believe Williams is so well-positioned to continue on our growth trajectory. And first, I'd like to recognize our teams across the Williams Companies for the strong performance that was turned in for 2016. They endured a lot of uncertainty and change but just kept on delivering both great performance and execution against our projects. Cash flows, as a result of their efforts, were up and we exceeded our adjusted EBITDA guidance for the year. Our performance reflects the decisive actions we began taking in early 2016 to focus on cost reduction, strengthen our financial position and align our workforce to execute against our more narrow strategy. Very importantly, we continue to bring major new projects into service and make projects on others that are now permitted. We closed the sale of our Canadian assets in 2016 and we announced a restructured win-win gathering agreements in the Barnett and MidCon regions with Chesapeake. And we also announced the start of a process to monetize Geismar, which is on schedule. We also completed a board refresh process that saw the addition of seven new board members. We're very excited about the counsel and involvement of our entire board of directors that bring years of energy company experience and a solid track record of building and sustaining growth for stockholders. Throughout 2016 and 2017, we continued to make progress in debt reduction, and we're also enabling the funding of significant growth portfolio of…

Thank you, sir. We'll go first to Brandon Blossman, Tudor, Pickering, Holt & Company. Brandon Blossman - Tudor, Pickering, Holt & Co. Securities, Inc.: Good morning, everyone.

Good morning. Brandon Blossman - Tudor, Pickering, Holt & Co. Securities, Inc.: I guess, let's start at Atlantic Sunrise, Alan. What determines, or what's the timeline look like from here? Is there a risk that the project slips from current in-service targets, and what would drive that risk?

Yeah. Sure. Thank you for the question. Really, the primary risk at this point really remain around the permitting risk from the State of Pennsylvania. We've been working very closely with the state. They've been very cooperative, and they very much understand that we're going to do things right, and they are really doing a great job of keeping things on schedule on their side. So we're feeling very good about the work going on there with the State of Pennsylvania. Certainly, the Manor East 2 and the PennEast approvals this last week are good evidence of them continuing to execute on their side. So we're very thankful for the work that's going on with the pay depth there. They've got a lot of work on their plate, but they've continued to keep pace with us on our work. So that's probably the next big step, if you will, for us is to get that 102 and 105 permits from State of Pennsylvania. We still need to get the 404 permit from the Corps of Engineers as well, but feel like that's moving along very handily as well. And of course, they've been heavily involved in the FDIS (35:28) all along. So that's all part of moving that permit ahead. So really don't see any major risk on those two, but that is probably the risk that I would point to in terms of timing risk at this point. Brandon Blossman - Tudor, Pickering, Holt & Co. Securities, Inc.: So base case, it sounds like you still think that you can hit the in service targets that you set out there.

Yeah. I think, of course, we still have it risked in our model. We still have it pushed out six months from that target date. But I would tell you, obviously, as we continue to click off things like the FERC Certificate, we continue to reduce the risk and the contingency that's built into that schedule. But right now, we still have it in there. But obviously, every permit we check off will start to pull that back. So I feel very comfortable about where we are, I would say, and feel good about being able to reach that target. But we all know that building pipelines these days is difficult, and we don't want to forget that as we lay out a financial forecast. Brandon Blossman - Tudor, Pickering, Holt & Co. Securities, Inc.: Fair enough. And then a follow on related to the Bradford system. How should we think of that as it evolves with Atlantic Sunrise coming online? Is there more capital to be spent? Has it been fully capitalized? What do volume trajectories look like over the next two years call it? And then earnings flat as the cost of service system, I believe, or should we expect uplift there?

Yeah. You know it well, the very little incremental capital required because most of the big systems have been out, so it's really just well-connect capital, there will have to be activity to keep up with that, but the capital there, load, is very small. And it is, you are correct, it is a cost of service system. And so even though we may see some volume increase and pick up and some incremental capital, the base systems are cost of capital. I will say however though, that the positioning of those assets, and the opening up of those markets does allow us to bring in third parties to those systems. And so we do think that that will provide an opportunity for us out there to continue to expand our presence in the area. But generally, fairly moderate growth in earnings because of the rate base nature of those assets. Brandon Blossman - Tudor, Pickering, Holt & Co. Securities, Inc.: Perfect. Good color. Thank you, Alan. That's all for me.

Thank you.

We go next to Jean Ann Salisbury, Bernstein. Jean Ann Salisbury - Sanford C. Bernstein & Co. LLC: Good morning. I wanted to ask more about the Southeastern trail project, Mountain Valley and Atlantic Coast are interconnecting to Transco. Is this targeting those volumes, and how much capacity do you have down there that could go south bound, like maybe 3 Bcf/d or so?

Yeah. I would tell you that the amount of volume is – I mean, we can build and build and build, where we get – have to get beyond the existing right of way and the existing capabilities of the pipeline the more expensive it gets. And so the first 400 million, 500 million cubic feet a day of capacity is fairly inexpensive. And as we get beyond that gets more expensive. And so we're trying to make sure that we get the very best value for that, and that we know what the right size to build is. I think the biggest challenge we have, frankly, is really picking that right size. It's not whether or not there is a project there, it's a question of making sure we pick the exact right size, and we get the very highest return available to us based on that. So said another way, the larger the project may get, the lower our return may get. And so we've got to pick, really, what the perfect project is there. In terms of who those volumes are coming from, I would tell you the market will decide that. And certainly, that would be an area that could pick it up, but it's looking like there's demand well in excess of that in terms of the market demand. So I'm not going to get real specific on that, and the open season, of course, will tell who's going to pick up that incremental capacity. But that's, of course, the purpose of the open season. Jean Ann Salisbury - Sanford C. Bernstein & Co. LLC: Got it. That's very helpful. Thanks. And then secondly, you've had kind of talk to a lot of investors about the IDR transaction last month. I'm just wondering if there's anything in hindsight that you would have done differently or anything that you think investors may not have necessarily seen the same way that you and the board did.

Yeah. Thank you. Well, I would just say, I think we really are focused on the long-term benefit of sustaining growth in the business. And getting the IDR put away, I think, what was going to continue to be a level of uncertainty about whether or not that IDR could be met, how much waiver was going to be. So we felt like there's a lot of market inefficiency that was going to come with that. We also felt like we needed to move quickly to both take down debt. And importantly, I think probably this is the piece that you can have varying opinions on, is getting ourselves in a position where we're not having to be reliant on access to the markets over time and the volatility of those markets. We certainly saw that, that really damaged us last year as we had a lot of growth obligations, a lot of capital obligation, and yet we were having to issue debt at a very high cost, and the equity markets were extremely expensive as well. And so we feel like getting that risk out in a way that we can fund all this great capital in front of us is a really nice way to lock in margin between our cost of capital and these great projects that we have. So I would say, it's probably a delta and thinking about the risks that are out in the markets long term, and very much a focus on a sustainable model that can grow dividend for years and years to come. Jean Ann Salisbury - Sanford C. Bernstein & Co. LLC: Thanks for that. That's all from me.

Thank you.

Next is Shneur Gershuni with UBS Financial.

Hi. Good morning, guys.

Good morning.

I was wondering if we can sort of shift focus a little bit here and talk about the sales process that you have ongoing. I kind of guess I have a two-part question here. You've had a couple of recent asset sales. Is there anything left besides just Geismar in that process? And then has the sales exceeded or they in line with your expectations. And I guess, what I'm really asking is how should we think about that $2 billion target that you put out there? Could you be above that number at this stage with how you perceive it thus far?

Yeah, Shneur, thanks for the question. First of all, one thing I want to remind people is, is that target that we put out there is a $2 billion after-tax number. And so I think we've been pretty clear on that. But that is what we've said and will continue to say. And I would just say that the Geismar process is going very well, and gaining confidence as the days go by on that. And so I feel very good about that. In terms of other assets, I would tell you that there are some other assets in and around Geismar. For instance, some of the pipeline, the NGL and Petchem pipeline systems in the Gulf Coast, that will not be all that strategic to us. And so I think we're going to be kind of in a mode, Scheur, of looking at opportunistic purchases of assets. And so whether there are players that have great synergies with some of our assets and are willing to put some of those synergies on the table to be the right buyer, then I think that's going to be the kind of sales that we're going see, and whether that's Mid-Continent, the stuff that's in the central region today in the Mid-Continent area, or whether it's the NGL and Petchem liquids line, it's really going to be a matter of somebody that might be a better buyer for those assets. So I don't think we're going to be in a must-sell mode at all. I think we're going to be very much in an opportunistic mode, and looking to see if somebody can make better use out of the asset than what see it. And so I think that's kind of the two areas you should think about. And to whether or not we'll blow pass that $2 billion number is very dependent on how hungry the market is and how nice the pricing we could get.

Okay. And just a couple of follow up. Once Geismar is sold, I believe you've talked about your commodity exposure would be around 3% going forward. So kind of the recent spike in NGL prices shouldn't necessarily have much of an impact. But when you think about the impact on your producer customers, are you seeing economics improving in some regions as a result, are there some green shoots where customers are starting to step up? And maybe in some specific areas, possibly the Eagle Ford and the Northeast, I was wondering if you can sort of give us the land as to where you see opportunities and where things are going to roll from here?

Yeah. I think it's very interesting to me right now looking at the natural gas picture. And we continue to see U.S. production continuing to fall. And yet, the market doesn't seem to be responding all much that yet. That is going to come home to roost. But I will say that when we did see some length in the market in 2017, we did see some activities in the west. We start to see a few rigs come back in the west. Walt and his team has done a great job of capturing business out there as that's occurred. And we also saw quite a bit of activity in the northeast. I think the number of pad connections that are being requested right now in the northeast is really catching my attention, and Jim Scheel and his team have been doing a good job of capturing that business. So I'd say it's more than green shoots in places like the Northeast because those are firm add requests. But it's going to have to come on stronger, I think, in what we're seeing so far to arrest the kind of production declines that we're seeing in the U.S. right now. And so yes we're seeing some resurgence, but I don't think it's enough, frankly, because I think we're kind of got spoiled leaning on DUCs and tie-ins with existing – of new production during 2016, and we've kind of been lulled to sleep on the fact that our productions continue to decline pretty dramatically on U.S. natural gas. So I feel, I think 2017 is going to be a very interesting year for U.S. natural gas, and I definitely think we're going to have to see some resurging activity in the Northeast, in the Rockies, and we have seen some resurgence in the Haynesville as well.

Great. And one final question on constitution. Given the recent changes in Washington, do you see the odds of success increasing with this project? Are there things that we should be looking for out of the FERC, or should we be focused on the state in this scenario?

I'm very, very encouraged about Constitution as we sit here today. I think it's becoming very evident that it's a critical pipeline in terms of serving gas demand and power generation needs for the northeast. That issue is getting louder and louder, and it's going to continue to be because there's no way to ignore it. In addition to that, I would tell you, the labor unions who obviously have had a pretty big voice in the Trump administration are very much on our side, and I think are going to be really pressing hard on the administration on that issue. And so, I think, there's a lot of people with their hands in the air right now in DC, and trying to get attention drawn to their particular projects or their particular issues they need to resolve, and we're certainly one of those. And I think Constitution is going to be a great example of one that can bring jobs and critical infrastructure. And so, I think, it's extremely well positioned to get some attention at the Federal level, and hopefully we'll be able to work something out with the state and do that in an amicable way. But I think there are several avenues that that can be impressed at the Federal level if the state does not want to cooperate.

Thank you very much. Appreciate the color.

Next is Ted Durbin with Goldman Sachs. Theodore Durbin - Goldman Sachs & Co.: Good morning. If I can just talk about the – I think, in your slides in January, you talked about 20 prospective projects that are not in the backlog right now. Can you just talk about the returns you would expect to get on this? I think, you're building your current backlog at around 6 times to 7 times EBITDA build multiples. Is that kind of what you're looking at for the next wave? And then, if you can give us some sense of the capital there, again, I think of $100 million to $200 million. So, if we get them all, are we talking $2 million to $4 million or could the number be higher than that?

Yeah. So, just few things here. First of all, as I mentioned, the Southeast trail project is a good example, the one I mentioned we have an open season on. We'll be able to – I don't need to make this sound too easy, but we basically will be making decision between size and return on that project. And so, the larger it gets, the lower our return will go. But at the smaller level, we can make a very high return. So, obviously as we look at our cost of capital, that's a critical analysis for us to look at. But I would say, we certainly have the opportunity on that project to be in the 6 times to 7 times level, maybe even higher than that. But then, you also have projects, for instance, on – big projects up in the Northeast that are fully cost of service, so like the Rockaway Beach lateral – sorry, the Northeast Supply Enhancement project. Some of those projects are cost of service projects. Hillabee is a good example of a cost of service. We make a lower return on those projects because they are – I mean, we don't have any construction risk on those projects. And so, those are more in the 8 multiple level but, I would say, probably the mix is probably more like 80% of higher return and 20% at our fully cost of service projects that are out there. And in terms of the size, yeah, that number is probably about right. I think, we certainly see capabilities of continuing to invest in the $2.5 billion range for quite some time on an annual basis based on these projects coming in. Theodore Durbin - Goldman Sachs & Co.: That's great. Very helpful. Thank you. Next question. So you've got these targets out there for leverage for 2017. I guess, I'm wondering what the targets are beyond that, if you can help us both on WPZ standalone and then WMB consolidated?

Don, do you want to take it?

Hey, Ted. It's Don. No, we haven't disclosed the specific targets. But certainly, we want to be squarely solid within our ratings. So, I'd say, somewhere in that 4.0 to 4.5 is kind of the right zip code. And again, we're trending down, and I think that's directionally where we're heading. Theodore Durbin - Goldman Sachs & Co.: 4 to 4.5 for WPZ. And then, for WMB?

Again, we have a sort of target out there. We have disclosed that we plan to pay down some debt, $500 million this year, and we would expect some excess coverage again in 2018 that would enable us to pay down some additional debt. So, that consolidated leverage would be coming down at the same time as PZ leverage. Theodore Durbin - Goldman Sachs & Co.: Got it. And then, again, with the big change in the restructuring, just economically WMB is of course much more dependent on what WPZ does. I guess, again longer-term, what are your target coverage levels for WPZ? Is there any reason why you would retain excess cash flow there and not pay it up in distribution that would then come up to WMB?

I think it's prudent to maintain some excess coverage to fund your capital as well as to provide a buffer against risk, whether it's delays in projects or anything else. And we think that the market provides attractive valuation when the market doesn't worry much about coverage. So, I think, we'll plan to maintain a sufficient amount of coverage that the market doesn't worry about it, and as well to provide some level of funding for capital. Theodore Durbin - Goldman Sachs & Co.: Great. And then, a last one for me. You've sort of spoken about the Northeast gathering business and kind of the uplift you could see. It looks like we've got better visibility now on Rover maybe and Rainleaf (53:51) and some other big takeaway projects. How much of an impact does that have on your volumes in the Northeast there, Southwest Pennsylvania and the Utica?

Yeah. Really excited about that project pushing ahead, really excited about any and all takeaway projects just because we've got so much leverage in the Northeast in terms of our gathering systems. So, excited to see that getting off of high center. And yes, I would say, the areas that are going to be enhanced by that, certainly the dry gas Utica is going to get a nice pick-up off of that. That's where a lot of that gas will come from as well as the Southwest Marcellus area as well. And so, we're starting to see a lot of those assets fall into the hands of better capitalized and really great operators up in the basin there in the Southwest PA area. And so, we really think we're going to see some big pull when Rover comes on. We saw a little bit of improvement from REX 3. We see TETCO M2, Zone M2 trading up a little bit over the Northeast Pipeline index as that opened up. And so – but I think, with Rover coming on, we'll see a lot of people preparing to meet their obligations on Rover, and we're excited to see our volume get a lift off of that. Theodore Durbin - Goldman Sachs & Co.: Great. I'll leave it at that. Thank you.

Thank you.

We'll go next to Tom Abrams with Morgan Stanley. Tom Abrams - Morgan Stanley & Co. LLC: Hi, thanks. Just a follow-up on that balance sheet questioning. If you could start from scratch, would you have any debt at the MB level?

I think it's a theoretical question. So I'm not sure how to answer that, because we... Tom Abrams - Morgan Stanley & Co. LLC: Okay. Well, let's put it this way. As time goes by, why wouldn't you just continue to pay WMB down to towards zero?

Again, I think that's a policy question I think the board will have to take on in time. I think, right now, we're focused on paying down debt with our excess coverage. I think, beyond our guidance period. I think we'll have to wait and see what direction the board chooses to take. Just to kind of point out, we do have a revolver balance that is efficient to pay down. We don't have bonds that are due, so anything we do in the bonds would be open market purchases or tenders, which would likely be pretty inefficient. So, again, I think, the near-term focus will be paying down the WMB revolver. Tom Abrams - Morgan Stanley & Co. LLC: All right. And then, also on, I recall, a month or two ago that your taxpayer status was out – no taxes to 2025, maybe 2024 with the Geismar sale. In slide 12, you have a footnote there about – at least through 2020. I just wondered if that's the nature of your new guidance, or if something has changed in the general picture.

I think, our prior guidance was, we do not expect to be a cash (56:55) payer through 2020. Beyond that will be a function of future capital investment. I think, we do have significant capital opportunities to invest, which would provide a tax shield beyond 2020. But we've not provided any guidance beyond 2020. Tom Abrams - Morgan Stanley & Co. LLC: All right. Thanks a lot.

Next to Faisel Khan at Citi.

Yeah, thanks. Good morning. Thanks for taking my question. Now, Alan, with most of the restructuring now out of the way, and sort of the balance sheet sort of getting close to where you guys want it to be, how are you thinking about acquisitions, either bolt-on acquisitions or larger transactions or are you even thinking about these sort of opportunities at all?

Yeah. Faisel, we certainly are. We're certainly looking at areas up in the Northeast where there are some great synergies between various operating systems up there. And so, we certainly have got our eyes on that. I think that the market vantage points have to come together to get to a trade there. But certainly there's a lot of operational synergies to be had up there. And as any basin does as it matures, those opportunities come together. And so, I think, right now, we're continuing to focus on honing our unit operating costs being as low as we can where we are, but with an eye to the future for what kind of capital efficiencies can be gained between us and some of the systems that we have joint ventures in. So, pretty excited about the way the Northeast will roll up there. But I'd say, that's probably the primary area that we've got our eyes on, because we see so much operational synergy. It's not necessarily a financial transaction for us. It's really just the improvement in operating cash flows that we think we can get out of those areas. So, we'll continue to look at those, but obviously we have to come to a meeting of the minds between the buyer and the seller to get there.

Okay. And then, last question for me. Just – after the financial repositioning announcement you guys made on January 9, is there any significant change to your deferred tax asset from doing that transaction in terms of what we'll see in the 10-K when it comes out?

No, but we did pick up a higher share of the depreciation deductions. So, again, depreciation deductions are now 74% claimed by Williams versus the 58% that we had previously. So, we will pick up somewhat higher shield.

Okay. Understood. Thanks.

To Jeremy Tonet at JPMorgan.

Good morning. Thanks for sneaking me in the end here. And just wanted to touch based on the Central segment that had stepped down a bit quarter-over-quarter. And I was just wondering if you could dive into that, maybe a little bit more granularity? And let us know if you thought that could be bouncing back a bit in the first Q, also knowing that you had sold some of those assets there?

Yeah. I think, Jeremy, probably the primary issue there was the $23 million impact that was a pretty complicated story there. But we basically were taking a charge from the fact that we booked the MVCs from prior periods. And so, once that MVC was paid down, so there's a $23 million one-time impact there in the fourth quarter that certainly impacted Central that you wouldn't see on an ongoing basis. I don't know, Walt, do you have anything to add to that?

No, I think, there were some volume declines, but I think we'll see if that's holding pretty flat going forward, additional activity will keep it – any declines at bay.

Great, thanks. And then, maybe just touching on the West transaction a bit there, if you could give a little bit of color as far as how you think the volumes are trending there or any synergies that you can bring to that asset with your increased ownership or other plans you might have?

Yeah. Not a whole lot of synergies to be gained further there as we sit here today because we are the operator already on those assets. Certainly, I'd say, we're extracting all we can there today. So I don't really see a big pick-up in synergies. I think, really the big story there is, as Atlantic Sunrise and other projects and hopefully Constitution now start to open up that Northeast PA to market see volume growth outside of just the current JVs that we have that can utilize some of our presence in the area. And so, I think that will be a real positive for us as that area gets exposed to the market. We're very convinced that that area is going to have to come alive in a big way to keep up with the market demand once the takeaway infrastructure is built. So, we're very bullish on the area. But there's not really a whole lot to be said about operational synergies that we're not capturing.

That's helpful. That's it from me. Thanks.

Thank you.

That concludes our question-and-answer session for today. Mr. Armstrong, at this time, I would like to turn the conference back to you for any closing or additional comments.

Okay. Well, thank you all very much for joining us. Really pleased to report another strong quarter. And again, just want to thank the organization here at Williams and employees for their dedication to continuing to perform so well despite a pretty rocky year. I would tell you, we are all very excited and looking forward to 2017 and really putting the focus on growing the business as we deliver some of these big projects here in 2017. So, thank you very much for joining us. We look forward to speaking with you next quarter.

This concludes today's conference. We do thank you for your participation. You may now disconnect.