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Executives

John Porter

Alan S. Armstrong - Chief Executive Officer, President, Director, Chairman of Williams Partners Gp Llc and Chief Executive Officer of Williams Partners Gp Llc

Rory Lee Miller - Senior Vice President of Midstream

Donald R. Chappel - Chief Financial Officer and Senior Vice President

Frank J. Ferazzi - Vice President, Director and Member of Management Committee

Richard Rodekohr

Analysts

Faisel Khan - Citigroup Inc, Research Division

Bradley Olsen - Tudor, Pickering, Holt & Co. Securities, Inc., Research Division

Theodore Durbin - Goldman Sachs Group Inc., Research Division

Craig Shere - Tuohy Brothers Investment Research, Inc.

Sharon Lui - Wells Fargo Securities, LLC, Research Division

Rebecca Followill - U.S. Capital Advisors LLC, Research Division

Carl L. Kirst - BMO Capital Markets U.S.

Williams Companies (WMB) Q3 2012 Earnings Call November 1, 2012 9:30 AM ET

Operator

Good day, everyone, and welcome to the Williams Companies' Third Quarter 2012 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.

John Porter

Good morning, and welcome. As always, we thank you for your interest in Williams.

As you know, yesterday afternoon, we released our financial results and posted several important items on our website, williams.com. These items include the press release of our results with related schedules and our analyst package; a presentation on our results and growth opportunities with related audio commentary from our President and CEO, Alan Armstrong; and an update to our quarterly data book, which contains detailed information regarding various aspects of our business.

This morning, Alan will make a few brief comments, and then we will open the discussion up for Q&A. Rory Miller is here from our Midstream business; Frank Ferazzi is here from our Gas Pipeline business; and our CFO, Don Chappel, is also available to respond to any of your questions.

In yesterday's presentation and also in the quarterly data book, 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 have been reconciled back 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.

Alan S. Armstrong

Thanks, John, and good morning, everyone. First, let me wish everyone who has been affected by Hurricane Sandy, the best of luck in the recovery. As you know, given the significant disruption that occurred to the normal market activity, we decided to delay our earnings release webcast by a day. We also know this concentrated a number of earnings calls today, so thanks a bunch for joining us this morning for this webcast amongst a very busy morning.

Hopefully, you had a chance to listen to my prerecorded comments released yesterday afternoon. But just in case you didn't, I'll quickly hit on some key themes and then we'll move on to our Q&A session.

We have several really important items to communicate to you this week, starting with, of course, a review of our third quarter performance. So I'll quickly touch on the key themes from that discussion.

For the third quarter, WMB's adjusted income was up about 17% over second quarter, in spite of NGL fracs that for -- sorry, frac spreads that were about 18% lower, on average, than the already-low 2 -- second quarter amounts and the impact of Hurricane Isaac, and I'll talk about that just a little bit.

With regard to the NGL frac spread, we saw about a 9% lower average NGL composite price, but an even higher impact from natural gas Street [ph] prices that were up about 26%, on average. So certainly, the frac spread environment that we saw in the third quarter continued to decline from what was a heavy decline from first quarter to second quarter, and so we were not expecting that degree of decline into the third quarter. And again, a lot of that was impacted by gas prices moving up.

Turning to fee-based revenues now for third quarter. This measure grew about 5% per -- year-over-year for the third quarter. And importantly, at the Midstream segment for WPZ, this grew at about a 12% rate, so continued great volume growth there in our fee-based revenues.

And just to a highlight a few of the areas that affected that, our gathering volumes in the business, so that's as our natural gas gathering volumes in the Midstream business, were up 17% higher from 3Q '11 to 3Q of '12. And in the eastern onshore, which is basically at our Marcellus area and the Perdido Norte, which is in the western Gulf of Mexico, we saw both of those areas gathering volumes, actually double from year-to-year.

The main driver of the 12% growth rate for -- overall for our business was the eastern G&P business, as I mentioned. And, of course, one of the drivers there was the acquisition from the Caiman, which we now refer to as the Ohio Valley Midstream in our business, and that was up about $30 million between years.

Also, there was a couple of factors that brought that 12% growth rate down and tended to lessen it. The Hurricane Isaac reduced some of our Gulf Coast fee-based revenues, and in third quarter of '11, we actually had a pretty significant contract settlement related to some of our Perdido Norte business. So on a normalized basis, we see these fee-based revenues actually growing even stronger than the 12% for WPZ Midstream.

Most of the Hurricane Isaac impacts were caused by interruptions in third-party operations. So while we did have some immediate interruption in our offshore assets, in particular, in terms of getting things back up and running, it really was due to some downstream oil terminals and some downstream NGL pipelines that held us up a little bit longer. So we really did fare pretty well against our assets, but there were some assets that we're integrated with that were a little more challenged.

Hurricane Isaac also significantly impacted our results in the Midstream Canadian and olefins business as Geismar had downtime that affected its production volumes, as well as some damage to a furnace, as we tried to restart the plant after the hurricane. So all-in, this affected our segment profit from about $9 million to $13 million, and about $4 million of this was treated as an assessment for adjusted segment profit.

So that's a quick look at our third quarter drivers. But again, given the continued lower NGL commodity price environment and the Hurricane Isaac impact, we actually had a pretty good operational period here for the third quarter.

So next up, we have some important updates to our guidance for '13 and '14, from both WMB and WPZ. Included in these updates are the effect of the Geismar drop-down, which we've announced we will be closing very soon. But we've also got some other adjustments, including somewhat lower revenue growth rate assumptions for WPZ. And these are really being driven by a prolonged natural gas price assumption and some of the producers' reactions that we're seeing to that as we went through our September planning process, where we take in a lot of the input from a lot of our producers around our systems.

And I certainly want to let you know this really is across-the-board, that we're seeing this in areas that where the -- where we may -- where the producer themselves is heavily impacted by the gas prices. So some examples of that would be areas where we hold the keep-hole [ph] rights for natural gas drilling operations. And so the producers are not enjoying any of the uplift from the NGLs, and so, of course, they're responding to lower natural gas prices. Those, of course, would be mostly out west, where that would occur.

We also had some response in the Gulf Coast and then, to some degree, in the northeast. But we'll get into a little bit, the northeast. The good news, I would say, in the northeast is that the activities continue there. And for the most part, the activities, particularly in the Ohio Valley Midstream area, really have nothing to do with either prices or with the drilling results from the resources. Actually, those are coming in a little better than we thought. It's really just a delay in terms of the activity and our ability to get infrastructure into place there quickly.

So all in all, I would say the environment's pretty good. But I do think with our gas price assumption at $3.25, that's in our assumptions and planning around that, we do expect continued reduction in areas that are totally dependent on just the natural gas price.

So I do want to reaffirm our plans for a strong cash dividend growth where we're expecting a 50% -- 55% higher dividend in 2012 at WMB and, as well, the 20% growth in each 2013 and 2014, which would move our dividend to $1.20, $1.44 and $1.75, respectively.

Our stated policy of paying out WMB dividends for all of the distributions WMB receives from WPZ, less taxes, corporate interests and corporate CapEx. However, we also want investors to appreciate how committed we are at sustaining the great strength of WPZ for the long run and, of course, that's what the Geismar drop-down is all about, and it clearly shows the evidence of WMB's commitment to keeping WPZ healthy and making sure that the commodity hedge, the natural commodity hedge there is shared with WPZ and not just held with the WMB level.

So in that transaction, WMB is receiving nearly 43 million new WPZ LP units related to the Geismar drop-down. Assuming the strong WPZ cash distribution growth rate included in our guidance, WMB will see a significant increase in cash distributions from WPZ. This could result, of course, in an ultimately higher dividend growth rate from what we have forecasted right now for WMB. And certainly, if the forecasted pricing environment that we have out there, particularly around ethylene prices occurs, then we would certainly be in a position to further increase the dividend at WMB.

So a lot of questions around that as a lot of people have snapped to the fact that our cash distributions will go up significantly from that. And we've certainly been clear that we intend to maintain the policy. And I think our response to that is we certainly agree with that calculation, but we do have quite a bit of risk embedded in that pricing at WPZ. And so we don't really want to go out any further on that distribution being 2 years ahead of time in terms of the dividend at WMB. I do think we intend to be very sure and really work hard to maintain the distribution growth rate at WPZ, however, and some of the things that we might respond to if we did see a commodity collapse, it would pull us down -- pull that coverage down, of course, would be our ability to impact the GP IDRs that we receive. So we remain very committed to WPZ and the health of WPZ, and we think we've got a great model. And certainly, if the pricing environment occurs, we're going to be in great shape to continue to increase that dividend at WMB even further.

Of course, at the same time, WMB will no longer enjoy 100% of the cash flow and earnings it enjoys today. And as a result, you've seen a lowering of WMB's income guidance related to the non-controlling interest that arises in Geismar, once it's dropped into WPZ. So even though the cash flow piece of that looks stronger, the -- particularly with the capital burden being shifted over to WPZ, the earnings piece of that gets diluted by the issuance of -- to the WPZ LP unit holders.

Additionally, as I previously mentioned, we have some other updates to our guidance for '13 and '14, including lower revenue growth rates across most of our operating areas that are exposed to natural gas prices, as I mentioned. And although we have some fairly low natural gas price assumptions in place for '13 and '14, you really should not misconstrue that, that we have a lack of confidence in the natural gas market. And in fact, I would tell you, we're fairly bullish about the long-term demand that we continue to see build for natural gas. But we also have been impressed with the capabilities of natural gas producers here in the U.S. to continue to lower their cost of production, and so we're balancing that. We do think it'll take some time for a lot of the big capital that's coming on to build that demand. But long term, I would tell you we're very bullish on seeing this natural gas market continue to expand.

Finally, in the prerecorded podcast, we provided additional information about exciting new develops in our Canadian and Petchem Services businesses and updates on all of our end-guidance projects, most of which are fee based that really continue to demonstrate how Williams is perfectly positioned to take advantage of this long-term super cycle as a trusted name in the development, construction and operation of exactly the types of infrastructures needed to realize the full potential for producers and end users of natural gas, NGLs and olefins.

So with that, I'll open it up for your questions.

Question-and-Answer Session

Operator

[Operator Instructions] Our first question comes from Faisel Khan with Citigroup.

Faisel Khan - Citigroup Inc, Research Division

I think I understand your -- the lower guidance in '14. I just want to understand a little bit more, if you could, and I have a follow-up question. But on the guidance, it seems like your commodity price assumptions are roughly the same from the last time you issued guidance. And so the decrease in earnings seems like a meaningful decrease in volumes. Can you elaborate a little bit more on what the volume decrease you expect in '14 versus your previous guidance? And I understand it's because of low natural gas prices.

Alan S. Armstrong

Right. And I would just say this, Faisel, that really what we saw -- again, how our planning process works is that we start to pull that together in September, and we take in input from all across our systems, from producers' planned capital for the following year. Of course, it's in their best interests to have us educated on their plans as well because we've got to go build a lot of the infrastructure for those volumes. And so we've been going through that process in September, and I would just tell you that it's really across the board. And I would tell you if we thought gas prices were going to be $4.50 or $5 in '13 and -- and then we probably would have had a different perspective on that. But with our assumption of gas prices being at $3.25 for '13, with that assumption embedded, we'd have a hard time being more bullish than the producers in terms of their capital plans. And so we really basically took the capital plans from producers. Now remember, this was -- a lot of their ideas, of course, were formed over the summer when gas prices were even softer. So if we do see gas prices rebound, we probably would see some more activity and more rigs picked up. But, of course, then we would have to raise our gas -- natural gas price if we believed that. And that would -- of course, would come out of the margin for both the NGLs and the olefins margin. So I think there's a pretty good balance there. But in general, I would tell you that we gather a lot of gas. And there's just a lot of areas that are exposed to the natural gas price, and we're seeing drops in really all of our regions from what we had forecasted earlier in the year, based on producers' forecasts that we would have picked up in the first part of 2012.

Faisel Khan - Citigroup Inc, Research Division

Okay, fair enough. And then on the olefins business and the chemicals business. How are you guys thinking about the distributions at WPZ once you drop these assets in? I mean, will some of the distributions be a little bit more of a variable rate? Or were they -- will you have some base level of free cash flows that'll be distributed to unit holders and then the rest will be kind of discretionary sort of use of capital? How are you guys thinking about this cyclical business within WPZ?

Alan S. Armstrong

Yes, great question. And I would say that we do feel like we will need to maintain a coverage ratio there. Of course, one of the things that's heavily impacting our coverage ratio at PZ right now is the amount of growth and amount of equity that we've issued here in 2012. And so I would say that in a more normal environment, with not quite so much leverage to growth in that balance sheet, that we would expect to be seeing higher coverage ratios, despite even with these lower NGL prices that we're -- that we saw here in the third quarter. So bottom line is we intend to maintain a coverage ratio there at WPZ and try to let the swings. Good news is, is that there's a lot of cash flow in WPZ, and we would expect to let that coverage absorb a lot of those swings. If that wasn't enough to absorb that, then our next move in a more dire environment would be to waive some of the GP IDR, if necessary, to maintain WPZ's health.

Operator

And we'll take our next question from Bradley Olsen with Tudor, Pickering.

Bradley Olsen - Tudor, Pickering, Holt & Co. Securities, Inc., Research Division

Just to follow up on Faisel's question about the volume growth assumptions that go into your guidance. How -- you mentioned kind of broadly lower gas volumes across geographies. Would you say that this volume change is enough to impact your longer-term 5 Bcf a day estimate in terms of gas that you handle in the Marcellus?

Alan S. Armstrong

It certainly could in some areas. I would tell you the areas that are the drier gas are most likely to be the larger part of that impact. On OBM, I would say there might be some delays there. But currently, we're actually increasing that a little bit above, in the near term here, from what we had in our September -- sorry, in our June forecast for that. So it's really those areas that are just dependent on dry gas volumes and OBM, I would say, to the degree, that is lowered a little bit. That's going to be from just delays in getting the infrastructure and the drilling activity occurring there. But we certainly are very excited about what we continue to see in the OBM area, in terms of the producers' economics and their activities and the resource there.

Bradley Olsen - Tudor, Pickering, Holt & Co. Securities, Inc., Research Division

Okay, great. And as far -- in the Midstream side of the business at WPZ, it looked like the OpEx, which had ticked up in the second quarter, was kind of flat sequentially. And I was wondering if there are items in there which are transitory in nature, or whether we're looking at maybe a kind of higher go-forward operating cost in that business.

Rory Lee Miller

This is Rory. I'd say for the near term, across Midstream on operating expenses, we're probably pretty flat with '12. And so in terms of thinking about a run rate -- now that's probably a comment that I'm making for '13. But we're expecting to be fairly flat with '12 for '13, and then after that, there may be some growth.

Bradley Olsen - Tudor, Pickering, Holt & Co. Securities, Inc., Research Division

Great. And just one last question. Could you -- I realize that some of the petrochemical pipelines are making their way down to PZ, in conjunction with the Geismar drop-down. But there -- are there additional assets, as part of this Exxon asset package, that you've acquired, which will remain at WMB for the time being? And maybe if you could just give a breakdown of what percentage of those assets sit at PZ versus MB, that would be great.

Donald R. Chappel

This is Don. I could just mention that the assets that we announced, the petrochemical assets that we acquired from Exxon, will be owned at the Williams level for the time being. We felt that Williams had more financial capacity to hold those assets while they're being developed than PZ did, given the already large array of growth opportunities that PZ was holding. So that was the primary reason we moved that to Williams rather than WPZ. But that remains a drop-down opportunity that PZ will likely enjoy at a future date.

Operator

And we'll take our next question from Ted Durbin with Goldman Sachs.

Theodore Durbin - Goldman Sachs Group Inc., Research Division

Maybe just thinking about the commodity exposure here at the WMB level and the increased investments in Canada. I'm just wondering how you're thinking about the mix of maybe adding more commodity sensitivity with those additional investments, rather than -- and then kind of how you're thinking about what the cash otherwise you could do if there's tax issues with bringing it back, and maybe that's part of the reason why you're -- that you're driving more investments in Canada.

Donald R. Chappel

Just -- this is Don again. I would say that, again, for us to bring back $500 million, our cash tax rate would be about 50%, so about $250 million of that would be paid to the IRS. So that's a pretty -- a lot of value leakage. And the good news is we have some opportunities in Canada that we think are very strong with very high rates of returns. So if we look at that versus the opportunities here in the U.S., we just see -- despite the fact there's some commodity volatility, we just have higher hurdle rate on those projects, such that even in a low-commodity price environment, they're still very attractive investments. And in a more of an expected case, it's very strong. And when you compare that to paying all that cash tax and bringing it back and investing it in an opportunity here in the U.S., that the Canadian investment, despite the fact it's in commodity-sensitive businesses, tends to be something that we're interested in. I think the one area that we're exploring is PDH. And again, we think that propane in Canada is likely to be under tremendous pressure, and the margins on that business will likely be very strong.

Theodore Durbin - Goldman Sachs Group Inc., Research Division

Okay, that's helpful.

Alan S. Armstrong

I would add to that on the -- this is Alan. I would add to that as well that the -- for instance, the CNRL business, the ethane contract that supports that does have a floor for the ethane that's at a cost of service pricing for the ethane. So there is some contractual support for that risk that we're taking in that expansion up there, for both the new ethane capital that we're investing, as well as the CNRL expansion.

Theodore Durbin - Goldman Sachs Group Inc., Research Division

Great, got it. That's great. And can you talk a little bit on the price that you came to for Geismar? It's -- you could argue it's something of a low multiple for WPZ to pay. Just kind of how you're thinking was coming to that price.

Alan S. Armstrong

Sure. I think the multiple is always dependent on the amount of pricing risk and where you are, at a peak or a trough, and certainly, that is a build-out of a business. And so today's pricing, of course, if it was a steady, already-existing asset that didn't have a lot of growth in it, would deserve a higher multiple for those more sure cash flows. But I think with the pricing assumption, we -- that is our best guess at the pricing assumption that's out there. But nevertheless, that is a peak relative to the market, and so we don't think it would deserve such a high multiple. So a lot of -- as you can imagine, a lot of interesting debate amongst the conflicts committee to WPZ, and it's -- the folks that support that, as well as internally here. But we think we really hit the right spot, for both WMB and WPZ, in that transaction.

Theodore Durbin - Goldman Sachs Group Inc., Research Division

Sure. And then you touched on it a little bit. But maybe talk through a little bit more of your assumptions on the price forecast. I'm particularly interested in natural gas at $3.25. It looks like the forward curve is closer to $4 for '13. And then on ethylene, you've got this big jump in '14 going from $0.50 a pound to $0.63. Kind of what's driving both of those forecasts in your guidance?

Alan S. Armstrong

Sure. On the gas price, I'll hit that first. I think the gas price yesterday is coming off for year about $3.90 or so, up for '13. And, of course, that's been moving around quite a bit. I would just tell you, we certainly hope that. I think for the health of the industry, that's a good thing. But we continue to see supplies grow. And, in fact, our forecast of lower volume rates is not showing up currently in our growth rates. It's continuing to grow. And so we think that a lot of the demand that we picked up over the summer, obviously, was very price-dependent growth, and you can argue whether that price is $3.50 or $3.75 or $3.25. You can argue as to where that price that kicks coal out and brings gas in, but it's certainly not $4 from our vantage point. And so I think -- we think that, that low that we saw in the natural gas price is pretty temporary and is very price driven. So we continue to be impressed with the kind of drilling and growth around our systems as we sit here today. But we think, eventually, that's got to moderate, and obviously, that's the -- our reaction to it. On the ethylene price, I would just tell you that the -- what we saw in the -- what we continue to see is really a response between crude oil and ethane. As you get into '14, we're actually completely -- or almost completely neutral to ethane prices and, in fact, a little bit short ethane. So if our ethane price is wrong, that'll just show up in ethylene price, but we're really just driving that ethylene price off of CMAI forecast and oil prices then. So that's the best intelligence that we have based on the markets that we're seeing out there.

Operator

We'll take our next question from Craig Shere with Tuohy Brothers.

Craig Shere - Tuohy Brothers Investment Research, Inc.

A couple of questions. First, I apologize I -- there were some competing calls today. But I just want to clarify, the $600 million segment profit plus DD&A for the drop-down is a proportional number?

Donald R. Chappel

Yes.

Craig Shere - Tuohy Brothers Investment Research, Inc.

That's great. And, Don, can I stay with you for a minute? Speaking of taxes that have been discussed, can you speak to what the tax rate might be on the LP distributions from PZ? Would that be changing at all with the olefins drop-down? And also, would there be any potential, over time, as you invest more CapEx and get more depreciation in Canada for that 50% tax you alluded to, to come down?

Donald R. Chappel

I would say that our cash tax rate moves around a bit depending on when assets were placed in service, minimum tax, a lot of variables there. It moves around a bit. I think from a planning standpoint on this slide, we have it here in our dividend illustration. We've kind of normalized it at about a 25% rate on the distributions from WPZ. Some years would be higher, some are lower. We've normalized it, therefore, to take some of the volatility out of it. I would note that when we issue equity, including in the Geismar transaction, our effective tax rate goes up. Because in effect, to the extent that we issue units to the public, there's an embedded gain there from a tax standpoint. So it's pretty complex subject. But I think the way we've modeled it here, I think is generally representative with some volatility. I think you'll some years it could come in sub-20 and some could approach 30%. As to Canada, we've got a negative basis in our foreign assets. And so the issue there is that to bring cash across the border would trigger a gain, and that's a pretty substantial gain at this time.

Craig Shere - Tuohy Brothers Investment Research, Inc.

Since they've never been taxed with U.S. authorities, when you reinvest money in the new projects in Canada, do you get credit for that when you bring it back?

Donald R. Chappel

No. I mean, it's -- it comes down to tax basis in all of our international assets. And again, we've got some legacy European and Venezuelan tax positions, so it's a big ball that includes a lot of legacy stuff. So it's going to take some time to unwind that. There is a -- we do have an embedded 25% tax rate in Canada. So we are providing taxes and paying Canadian taxes at about a 25% rate on Canadian income. But it's really that cash balance that we have sitting in Canada or the cash that we might generate is still working against a negative tax basis.

Craig Shere - Tuohy Brothers Investment Research, Inc.

Okay. And my last question, Alan, there were some questions around the changes in expected gathering with natural gas volumes. You alluded to trying to be a little conservative, especially as maybe CPG fuel switching eases off a bit and suggested that some of the numbers may change. If you're rolling [ph] to a high side, maybe the volumes will be greater. My question is many producers that have alternatives are saying even at $4 gas, they're not going back and turning on the spigot. Because they make just so much more money on the liquids part of the plays that they have, that there's a limited amount of capital and they just can't see putting it towards dry gas. And you all have mentioned him even the Marcellus, that some of the prolific dry gas areas are easing off, even though there's probably very respectable returns at some of those very good wells today. Can you speak to whether you really think the volumes will necessarily follow price?

Alan S. Armstrong

Well, that's a great question and one that we obviously wrestle with around here on a regular basis, and I honestly think it is very dependent on producers' capability. Certainly, not all these basins are created equal. There's quite a bit differentiation from one -- even in Susquehanna County, I will tell you, there's a pretty big spread in one part of the county versus others. And as well, I would tell you that some producers are better than others at getting their costs down and, as well, there's a major variability in terms of what their other options might be and what they're invested in. And so I would just say it's not as -- the market's not perfectly efficient in that regard. It is, remarkably, to -- from my vantage point, sometimes I always marvel at how efficient it is, particularly this summer, the kind of a pickup we saw with low natural gas price on the demand side. But in the producer side, it's not -- not everybody has the same number of options about where they might take the rigs, and some are more invested in others in getting their cost structure down in an area. And so we certainly saw that with our previous ownership of WPX in the Piceance, where they had a very low-cost structure in the Piceance. And we certainly see that in the Marcellus, with some players having a much lower cost structure and a -- and lower cash cost than others. So I would just tell you, it's pretty variable out there, and I think it's hard to draw it with a broad brush. And so that's not the way we do it. We do it kind of from a building it from a ground-up perspective based on all the different input we get from producers in each of our areas, and so that's really the -- how we come up with that.

Operator

Your next question will come from Sharon Lui with Wells Fargo Securities.

Sharon Lui - Wells Fargo Securities, LLC, Research Division

Just wanted to get your thoughts on what's an appropriate coverage ratio for WMB and WPZ longer term? Are you thinking about, I guess, the figures you outlined in 2014, meaning 1.2x for WMB and 1.1x for WPZ?

Donald R. Chappel

Sharon, it's Don. I would say it's a complete function of business mix and commodity prices and the growth rate. Because again, as Alan mentioned earlier, in the near term, we're burdened with an extraordinary growth rate. We're financing a lot of growth, and that means more units out, more interest expense, with little cash flow. But if you look at '14 and you look at the ethylene price, you can bury that ethylene price and you're going to get a of lot different coverage. You can move gas price, and you're going to get much different coverage. So I think it's really a function of what you assume on prices. So the 1.23 is built off the price assumptions we have here, price and margin and all the other assumptions. So if you have lower margin assumptions, you'll get lower coverage. If you have higher, you'll get higher. But again, I think it's going to be variable. Coverage would be variable based on where we are in a commodity cycle and a number of other factors.

Sharon Lui - Wells Fargo Securities, LLC, Research Division

Okay. And then I guess looking at your 2013 guidance for the low end, are you comfortable at this point in terms of continue to deliver growth at WPZ and distributions and have a negative coverage, given the cash flow visibility in 2014? Can you maybe just talk about that?

Donald R. Chappel

I'd say we still have positive coverage in 2013 based on our guidance, though. Yes, we are comfortable. Obviously, there's business risks, including commodities that we'll face and there's upside opportunities. But at this point, we're comfortable with our guidance as being what we're certainly targeting, and we think that it's realistic.

Sharon Lui - Wells Fargo Securities, LLC, Research Division

Okay. And I guess the last question's just any operational impact of Sandy on your northeast operations at this point in time?

Alan S. Armstrong

Frank, do you want to take that?

Frank J. Ferazzi

Yes, I'll -- this is Frank Ferazzi. I'll take that question. We did lose purchased power in many of our compressor stations in New York and New Jersey and parts of Pennsylvania. But at those stations, we have backup generation capability that's powered by natural gas. So there's no disruption to flows. We do have our LNG facility that's located close to the water. And so we anticipated that we may get some minor flooding, and that did, in fact, happen. So in anticipation of that, we took the facility down on Sunday. We did, in fact, get some water. But once the facility dried down and we pumped a couple of feet of water away, we're not expecting any permanent damage there. No leaks on the system, no other disruptions in flow. And so I think on balance, we fared remarkably well. We're going to have to remove some trees from the right of way, some fences were blown down. But again, no permanent damage to the facilities and no disruption in flow.

Operator

And we'll take our next question from Becca Followill with U.S. Capital Advisors.

Rebecca Followill - U.S. Capital Advisors LLC, Research Division

On the gas pipelines, it just looks like the EBITDA's a little bit -- or the EBIT's just coming in a little bit lower than, at least, we were expecting despite some double-digit increases in throughput. Can you talk about what you see going on in that business? And then just given where you are year-to-date, do you still think you're going to meet the low end of your guidance?

Richard Rodekohr

Yes. Becca, this is Rick Rodekohr. In the third quarter, we did see some higher expenses at our gas pipelines. Those were driven principally by the Pipeline Safety Act. As you know, we have to complete testing on our system by the end of 2012. So we're certainly on track to do that. But as we get near the end of that period, we did have some higher integrity and testing costs that we did see in the third quarter. And then, we also saw some higher benefit costs related to our pensions and our post-retiree medical expenses. So those were the primary drivers, I think, of the lower results in the third quarter. We are on track to hit the guidance that we have given for 2012.

Rebecca Followill - U.S. Capital Advisors LLC, Research Division

That would -- I mean, that would imply a really big fourth quarter of close to $200 million versus $178 million a year ago. So what's really driving that?

Richard Rodekohr

Well, we have some additional revenues from expansion projects that we put in service earlier in 2012. So we'll get revenues from there. And then we do have some projects that we look at expensing those dollars until they reach a level of probability. And so to the extent that we have some projects that move down the development path, we'd have some opportunities to reverse some expenses there as well.

Rebecca Followill - U.S. Capital Advisors LLC, Research Division

Got you. And then on the Caiman Utica JV, any status updates on that?

Alan S. Armstrong

This is Alan. I would just say there's a lot going on there. We're not in a position to announce anything new on there, but very pleased with the opportunities that are coming forward on that. So stay tuned on there.

Rebecca Followill - U.S. Capital Advisors LLC, Research Division

And then, on shared services, you guys talked about a new shared services undertaking in your second quarter 10-Q and then had a charge for reorganization in the third quarter. Is there more to come on that? And what kind of benefit do you see to Williams as a result of this?

Alan S. Armstrong

Yes, great question, Becca. There has been a lot of efforts around the organization on that. And frankly, we were responding to overhead costs as one item that came at us from the spin-off of WPX and so trying to make sure that our overhead costs are in line with the size of the company and the complexity of the company today. And so we are going through a process of taking out some layers of management across the organization. But as well, I would tell you, very much on the positive side, we are bringing a lot of alignment and a lot of focus around our engineering and construction capabilities, as well as getting the customer voice from all of these various areas right up to the leadership table and getting that as close to our actions as possible. So a lot of very positive things coming out of this where we're really trying to get more of our resources focused on our areas of opportunity. And when I say that, I'm talking about people resources that are really focused on where our frontline opportunities, whether it's growing out our business on the E&C side or being able to be very responsive to customers' needs, as this infrastructure build-out continues to really amaze us; in fact, in terms the amount of demands and opportunities that are in front of us. So we're really trying to position the organization to be more responsive to the kind of build-out that's ahead of us and we continue to enjoy.

Rebecca Followill - U.S. Capital Advisors LLC, Research Division

Do you have a financial impact in terms of incremental savings or incremental costs?

Alan S. Armstrong

We have not. We don't have a final number to put forward on that yet, Becca.

Rebecca Followill - U.S. Capital Advisors LLC, Research Division

Okay. And then finally, on EBITDA guidance. It looks for the base business, it's coming down, and you talked about the gathering volumes. But we're also seeing CapEx for the base business come up once we net out the numbers for Geismar. So what is that higher CapEx related to on the base business?

Alan S. Armstrong

Is this on WPZ, Becca? I didn't follow that.

Rebecca Followill - U.S. Capital Advisors LLC, Research Division

Yes, yes. If you want, I can wait, announce that on the PC call.

Alan S. Armstrong

We'll get back to you on that, sorry. One item there, Becca, that I can think of that's in there is the gumbo [ph] acquisition and the capital that's driving that is a piece of that at Williams. And so...

Donald R. Chappel

Some of it is timing that we've shifted some capital from '12 to '13 and the timing of some other projects have moved around as well. So we'll dig out the detail here and advise you, if not on the call, after the call.

Operator

And we'll take our final question from Carl Kirst of BMO Capital Markets.

Carl L. Kirst - BMO Capital Markets U.S.

Just a quick question on the Petchem pipeline initiative. And I guess my question is, is since you guys have some of a first-mover advantage here, as we look at the return profile of that capital being deployed, should we be looking there in the sort of the return profile of a normal kind of fee-based contracted pipeline asset? Or is there the opportunity to earn perhaps significantly higher returns for that capital?

Alan S. Armstrong

Yes. Carl, good question. And I would -- we didn't get it -- given all the other moving parts we've had in this earnings call, we haven't had a chance to focus very much on that. But I think we've forecasted that in the past in terms of our bullishness around the need for infrastructure as the Petchem business grows out from all the new NGLs coming into the market there. And we are more convinced than ever that, that is the case, and there's going to be a lot of infrastructure. We've made 3 acquisitions from pipelines that we are converting the service on here in the last 10 months or so, and have been doing that fairly quietly as we want to make sure we've got the business contracted for that business. But in terms of return expectations, I can tell you that it does vary according to risk. But I would say probably, on average, it's between about 14% and 20% pretax returns on those capital investments.

Operator

And we have no further questions at this time.

Alan S. Armstrong

Okay, great. I will close it up here. Thank you, all, very much for joining us. Very excited about our future. A lot of moving parts happening in this quarter.

And I want to reiterate that we are very committed to maintaining the health of WPZ as you -- as I think we've demonstrated with the Geismar drop-down. And frankly, we -- as we've been forecasting for quite some time, we were concerned and had been concerned about the ethane supply getting out and ahead of the cracker capacity. We certainly think our Geismar expansion is very timely and is going to be able to take great advantage of new ethane supplies ahead of -- in the other cracker expansions. And so -- but we think eventually the petchem market is going to respond to the huge amount of NGLs that producers are going after today.

So we're excited to be in this space and excited about the growth opportunities that are out for us, really across-the-board in our business today. So really feel very good about the growth prospects that lie before us in the company. And we've got a lot of to execute on, but very confident in our team's ability to do that.

So with that, we'll close it up. And once again, thank you very much, and good luck in your recovery, if you've been impacted by Hurricane Sandy. Thank you.

Operator

This does conclude today's program. You may disconnect at any time. Thank you, and have a great day.

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