Fitch Ratings has affirmed the ratings for Williams Partners L.P. (WPZ) and its affiliates, Northwest Pipeline LLC (NWP), and Transcontinental Gas Pipe Line Company, LLC (TGPL). Fitch has also affirmed the ratings for Williams Partners Finance Corporation (WPFC) and The Williams Companies, Inc. (WMB). The Rating Outlook is revised to Negative from Stable for all issuers.

A full list of affected ratings appears at the end of this release. Approximately $20.9 billion of debt is affected.

The Negative Outlook is driven by Fitch's expectations that WPZ's EBITDA will weaken to levels significantly below our previous base case expectations, due to a combination of very high volatility in NGLs pricing and additional delays in bringing the Geismar plant online. Furthermore, spending at the MLP is expected to remain significant even if there are reductions from the current budget. For the LTM ending Sept. 30, 2014, leverage (defined as debt to adjusted EBITDA) was 5.3x, up from 4.4x at the end of 2013. With expectations for reduced EBITDA, Fitch expects year-end 2015 leverage to be in the range of 4.75-5.0x. Given downwardly revised projections for EBITDA and distributable cash flows, Fitch forecasts the distribution coverage ratio may remain below 1.0x at the end of 2015.

WPZ's Outlook would be revised to Stable if Fitch forecasts leverage to trend down to 4.5x or lower on a sustained basis. An Outlook revision at WPZ would be reflected at its affiliates. If leverage does not appear to be on a path to fall to 4.5x or lower by year-end 2016, Fitch would consider a one notch downgrade. A downgrade at WPZ would trigger a downgrade for WMB, NWP, TGPL and WPFC.

KEY RATING DRIVERS:

Increased Scale and Diversity: WPZ and WMB's ratings are supported by the benefits of the Access Midstream Partners (ACMP) acquisition and ongoing organic growth projects which continue to increase the scale and diversity of its operations. WPZ expects the ACMP merger to close on Feb. 2, 2015, and WPZ's ratings already factor in the transaction. Consolidated debt at WPZ will include all outstanding debt of ACMP. WPZ's 2015 EBITDA was previously forecasted to be $5 billion (pro forma for the merger). Approximately 75% of margins were to be generated from fee-based arrangements which translate into $1.25 billion of gross margin with commodity exposure. Fitch sees EBITDA well below prior forecasts.

Also, WMB's and WPZ's relative exposure to volatile natural gas liquids (NGL) prices should be lower (on a percentage basis) due to the build-out of fee-based pipeline and midstream facilities in the Marcellus and Utica production. ACMP's midstream operations are 100% fee-based and will further reduce commodity price exposure. However, the volatility of the portion of the business that is exposed to NGLs has been very high over the last few months, and in sympathy with the fall in crude, NGLs have fallen 45% since the end of the third quarter of 2014.

Of concern also is the status of the rebuild and expansion of WPZ's Geismar olefins plant. Delays have been ongoing, and it remains unclear when the facility will begin although it is expected soon.

Forward Expectations: WPZ's adjusted 2013 debt to EBITDA was approximately 4.0x and previously Fitch targeted 2014 year-end leverage to be fairly unchanged although it was clear that Geismar delays would increase leverage. It is now expected that leverage may be above 5.0x and with lower expectations for EBITDA in 2015, Fitch expects year-end 2015 leverage to be in the range of 4.75-5.0x. Credit measures for both WPZ and WMB should strengthen modestly in 2016 as several large organic projects come on line and the benefits of increased fixed-fee revenues are felt.

Favorable Liquidity: As of Sept. 30, 2014, WPZ's liquidity appeared to be sufficient. Cash on the balance sheet was $110 million. WPZ has access to a $2.5 billion revolving credit facility that matures in July 2018 and backstops a $2 billion commercial paper (CP) program. WPZ had no borrowings under the revolver and $265 million of outstanding CP as of Sept. 30, 2014. TGPL and NWP are each co-borrowers under WPZ's revolver for up to $500 million. The revolver financial covenants include a maximum consolidated leverage ratio of 5.0x, or 5.5x during a period following acquisitions of $50 million or more. TGPL and NWP have debt-to-capitalization maximums of 65%. The revolver also includes a change of control clause, limitations on liens, and restrictions on asset sales and mergers. The partnership has near term debt of $750 million of 3.8% notes due Feb. 15, 2015. Beyond that, there are no additional debt maturities until 2017.

ACMP has a $1.75 billion revolver due 2018. This partnership does not have any debt maturities until 2021.

In conjunction with the merger of the MLPs, a new sizeable revolver is to be established to provide for liquidity needs.

WMB's liquidity position is expected to remain strong given its cash resources and minimal refinancing requirements. As of Sept. 30, 2014 the company had $302 million of cash on the balance sheet. WMB has a $1.5 billion unsecured, revolving credit facility that matures in July 2018. The revolver has a maximum debt-to-EBITDA ratio of 4.75x (5.5x following acquisitions of $50 million or more). There are currently no borrowings under the revolver. WMB has no debt maturities until 2019.

RATING SENSITIVITIES

Positive: Future developments that may, individually or collectively, lead to a positive rating action include:

WPZ

--Expectations for leverage (defined as debt to adjusted EBITDA) to return to 4.5x or lower and remain there on a sustained basis to return to a Stable Outlook at the current rating;

--Increased scale and diversity of assets;

--A material reduction in exposure to commodities.

WMB, TGPL, NWP and WPFC

--A Stable Outlook or an upgrade at WPZ.

Negative: Future developments that may, individually or collectively, lead to a negative rating action include:

WPZ

--Increasing commodity risk;

--Extended outages at the Geismar not covered by insurance;

--Weaker credit metrics with sustained leverage above 4.5x.

WMB, TGPL, NWP and WPFC

--A downgrade at WPZ.

Fitch affirms the following ratings with a Negative Outlook:

Williams Partners L.P.

--IDR at 'BBB';

--Senior unsecured debt at 'BBB';

--Short-term IDR and CP at 'F2'.

Williams Partners Finance Corporation

--Senior unsecured debt at 'BBB'.

The Williams Companies, Inc.

--IDR at 'BBB-';

--Senior unsecured debt at 'BBB-';

--Junior subordinated convertible debentures at 'BB'.

Transcontinental Gas Pipe Line Company, LLC

--IDR at 'BBB+';

--Senior unsecured debt at 'BBB+'.

Northwest Pipeline LLC

--IDR at 'BBB+';

--Senior unsecured debt at 'BBB+'.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research

--'2015 Outlook: Midstream Services (Midstream Insulated from Falling Prices)' (December 2014);

--'Pipelines, Midstream and MLP Stats Quarterly - Third Quarter 2014' (December 2014);

--'MLP End Game (Common Goals - Divergent Strategies) (November 2014);

--'Bakken Shale Report (Prolific Production Prompts New Pipelines) (October 2014);

--'What Investors Want to Know: Pipelines, Midstream and MLPs' (October 2014);

--'Midstream Spending Significantly Rising for MLPs and C-Corps' (August 2014);

--'Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage' (May 2014)';

--'Rating Pipelines, Midstream and MLPs - Sector Credit Factors' (January 2014).

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=978952

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Fitch RatingsPrimary AnalystKathleen ConnellyDirector+1-212-908-0290Fitch Ratings, Inc.33 Whitehall StreetNew York, NY 10004orSecondary AnalystPeter MolicaSenior Director+1-212-908-0290orCommittee ChairpersonMike WeaverManaging Director+1-312-368-3156orMedia Relations:Alyssa Castelli, New York, +1 212-908-0540Email: alyssa.castelli@fitchratings.comElizabeth Fogerty, New York, +1 212-908-0526Email: elizabeth.fogerty@fitchratings.com