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Share Name | Share Symbol | Market | Type |
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Williams Companies Inc | NYSE:WMB | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.70 | 1.77% | 40.36 | 40.40 | 39.64 | 39.66 | 5,986,354 | 21:50:30 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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73-0569878
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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One Williams Center, Tulsa, Oklahoma
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74172
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $1.00 par value
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Williams Partners
— comprised of our consolidated master limited partnership, WPZ, which includes gas pipeline and midstream businesses. The gas pipeline business includes interstate natural gas pipelines and pipeline joint project investments. The midstream business provides natural gas gathering, treating, processing and compression services; NGL production, fractionation, storage, marketing and transportation; deepwater production handling and crude oil transportation services; an olefin production business and is comprised of several wholly owned and partially owned subsidiaries and joint project investments.
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Williams NGL & Petchem Services
— comprised of our Texas Belle pipeline and certain other domestic olefins pipeline assets. Prior to September 2016, this reporting segment also included certain Canadian growth projects under development, including a propane dehydrogenation facility and a recently completed liquids extraction plant which were subsequently sold.
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Other
— primarily comprised of corporate operations and our Canadian construction services company.
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Producer drilling activities impacting natural gas supplies supporting our gathering and processing volumes;
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Prices impacting commodity-based activities;
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Retaining and attracting customers by continuing to provide reliable services;
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Revenue growth associated with additional infrastructure either completed or currently under construction;
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Disciplined growth in core service areas and new step-out areas.
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Ethane, primarily used in the petrochemical industry as a feedstock for ethylene production, one of the basic building blocks for plastics;
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Propane, used for heating, fuel and as a petrochemical feedstock in the production of ethylene and propylene, another building block for petrochemical-based products such as carpets, packing materials, and molded plastic parts;
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Normal butane, isobutane and natural gasoline, primarily used by the refining industry as blending stocks for motor gasoline or as a petrochemical feedstock.
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Fee-based: We are paid a fee based on the volume of natural gas processed, generally measured in the Btu heating value. Our customers are entitled to the NGLs produced in connection with this type of processing agreement. A portion of our fee-based processing revenues includes a share of the margins on the NGLs produced. For the year ended
December 31, 2016
, 69 percent of the domestic NGL production volumes were under fee-based contracts.
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Keep-whole: Under keep-whole contracts, we (1) process natural gas produced by customers, (2) retain some or all of the extracted NGLs as compensation for our services, (3) replace the Btu content of the retained NGLs that were extracted during processing with natural gas purchases, also known as shrink replacement gas, and (4) deliver an equivalent Btu content of natural gas for customers at the plant outlet. NGLs we retain in connection with this type of processing agreement are referred to as our equity NGL production. Under these agreements, we have commodity price exposure on the difference between NGL and natural gas prices. For the year ended
December 31, 2016
, 26 percent of the domestic NGL production volumes were under keep-whole contracts.
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Percent-of-Liquids: Under percent-of-liquids processing contracts, we (1) process natural gas produced by customers, (2) deliver to customers an agreed-upon percentage of the extracted NGLs, (3) retain a portion of the extracted NGLs as compensation for our services, and (4) deliver natural gas to customers at the plant outlet. Under this type of contract, we are not required to replace the Btu content of the retained NGLs that were extracted during processing, and are therefore only exposed to NGL price movements. NGLs we retain in connection with this type of processing agreement are also referred to as our equity NGL production. For the year ended
December 31, 2016
, 5 percent of the domestic NGL production volumes were under percent-of-liquids contracts.
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Natural Gas Gathering Assets
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Location
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Pipeline
Miles
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Inlet
Capacity
(Bcf/d)
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Ownership
Interest
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Supply Basins/Shale Formations
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Northeast
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Ohio Valley
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West Virginia & Pennsylvania
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210
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0.8
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100%
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Appalachian
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Susquehanna Supply Hub
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Pennsylvania & New York
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399
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2.9
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100%
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Appalachian
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Cardinal (1)
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Ohio
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352
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1.0
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66%
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Appalachian
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Flint
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Ohio
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33
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0.2
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100%
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Appalachian
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Marcellus South (2)
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West Virginia & Pennsylvania
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41
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0.1
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100%
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Appalachian
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Atlantic-Gulf
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Canyon Chief, including Blind Faith and Gulfstar extensions
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Deepwater Gulf of Mexico
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156
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0.5
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100%
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Eastern Gulf of Mexico
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Other Eastern Gulf
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Offshore shelf and other
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46
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0.2
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100%
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Eastern Gulf of Mexico
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Seahawk
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Deepwater Gulf of Mexico
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115
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0.4
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100%
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Western Gulf of Mexico
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Perdido Norte
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Deepwater Gulf of Mexico
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105
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0.3
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100%
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Western Gulf of Mexico
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Other Western Gulf
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Offshore shelf and other
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120
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0.9
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100%
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Western Gulf of Mexico
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West
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Four Corners
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Colorado & New Mexico
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3,743
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1.8
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100%
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San Juan
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Wamsutter
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Wyoming
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1,973
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0.6
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100%
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Wamsutter
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Southwest Wyoming
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Wyoming
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1,614
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0.5
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100%
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Southwest Wyoming
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Piceance
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Colorado
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336
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1.5
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(3)
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Piceance
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Niobrara
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Wyoming
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184
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0.2
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(4)
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Powder River
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Barnett Shale
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Texas
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858
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0.9
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100%
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Barnett Shale
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Eagle Ford Shale
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Texas
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1,010
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0.7
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100%
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Eagle Ford Shale
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Haynesville Shale
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Louisiana
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598
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1.7
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100%
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Haynesville Shale
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Permian
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Texas
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346
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0.1
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100%
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Permian
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Mid-Continent
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Oklahoma & Kansas
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2,112
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0.9
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100%
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Miss-Lime, Granite Wash, Colony Wash
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(1)
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Statistics reflect 100 percent of the assets from our 66 percent ownership of Cardinal gathering system.
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(2)
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Statistics reflect 100 percent of the Beaver Creek assets from our 67 percent ownership in the Marcellus South gathering system.
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(3)
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Includes our 60 percent ownership of a gathering system in the Ryan Gulch area with 140 miles of pipeline and 0.2 Bcf/d of inlet capacity, and our 67 percent ownership of a gathering system at Allen Point with 8 miles of pipeline and 0.1 Bcf/d of inlet capacity. We operate both systems. We own and operate 100 percent of the balance of the Piceance gathering assets.
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(4)
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Includes our 50 percent ownership of the Jackalope gathering system.
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(1)
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Statistics reflect 100 percent of the assets from our 50 percent ownership of Bucking Horse gas processing facility.
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Crude Oil Pipelines
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Pipeline
Miles
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Capacity
(Mbbls/d)
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Ownership
Interest
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Supply Basins
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Mountaineer, including Blind Faith and Gulfstar extensions
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172
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150
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100%
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Eastern Gulf of Mexico
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BANJO
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57
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90
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100%
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Western Gulf of Mexico
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Alpine
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96
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85
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100%
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Western Gulf of Mexico
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Perdido Norte
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74
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150
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100%
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Western Gulf of Mexico
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Production Handling Platforms
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Gas Inlet
Capacity
(MMcf/d)
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Crude/NGL
Handling
Capacity
(Mbbls/d)
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Ownership
Interest
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Supply Basins
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Devils Tower
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210
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60
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100%
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Eastern Gulf of Mexico
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Gulfstar I FPS (1)
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172
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80
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51%
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Eastern Gulf of Mexico
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(1)
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Statistics reflect 100 percent of the assets from our 51 percent interest in Gulfstar One.
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2016
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2015
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2014
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Volumes:
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Canadian propylene sales (millions of pounds)
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87
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161
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143
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Canadian NGL sales (millions of gallons)
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141
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284
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218
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(1)
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Excludes volumes associated with equity-method investments.
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(2)
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Annual average Mbbls/d.
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Total
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(Millions)
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2016
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Service:
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Regulated natural gas transportation and storage
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$
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2,001
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Gathering, processing, and production handling
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2,729
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2015
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Service:
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Regulated natural gas transportation and storage
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$
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1,938
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Gathering, processing, and production handling
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2,804
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2014
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Service:
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Regulated natural gas transportation and storage
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$
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1,781
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Gathering, processing and production handling
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1,838
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Costs of providing service, including depreciation expense;
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Allowed rate of return, including the equity component of the capital structure and related income taxes;
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Contract and volume throughput assumptions.
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Leakage from gathering systems, underground gas storage caverns, pipelines, processing or treating facilities, transportation facilities, and storage tanks;
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Damage to facilities resulting from accidents during normal operations;
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Damages to onshore and offshore equipment and facilities resulting from storm events or natural disasters;
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Blowouts, cratering, and explosions.
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Levels of cash distributions by Williams Partners L.P. (WPZ) with respect to limited partner interests;
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Levels of dividends to Williams stockholders;
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Future credit ratings of Williams, WPZ, and their affiliates;
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Amounts and nature of future capital expenditures;
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Expansion and growth of our business and operations;
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Financial condition and liquidity;
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Business strategy;
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Cash flow from operations or results of operations;
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Seasonality of certain business components;
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Natural gas, natural gas liquids, and olefins prices, supply, and demand;
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Demand for our services.
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Whether WPZ will produce sufficient cash flows to provide the level of cash distributions that we expect;
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Whether we are able to pay current and expected levels of dividends;
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Whether WPZ elects to pay expected levels of cash distributions and we elect to pay expected levels of dividends;
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Whether we will be able to effectively execute our financing plan including the receipt of anticipated levels of proceeds from planned asset sales;
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Whether we will be able to effectively manage the transition in our board of directors and management as well as successfully execute our business restructuring;
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Availability of supplies, including lower than anticipated volumes from third parties served by our midstream business, and market demand;
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Volatility of pricing including the effect of lower than anticipated energy commodity prices and margins;
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Inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers);
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The strength and financial resources of our competitors and the effects of competition;
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Whether we are able to successfully identify, evaluate, and timely execute our capital projects and other
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Our ability to successfully expand our facilities and operations;
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Development of alternative energy sources;
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Availability of adequate insurance coverage and the impact of operational and developmental hazards and unforeseen interruptions;
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The impact of existing and future laws, regulations, the regulatory environment, environmental liabilities, and litigation, as well as our ability to obtain permits and achieve favorable rate proceeding outcomes;
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Our costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;
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Changes in maintenance and construction costs;
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Changes in the current geopolitical situation;
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Our exposure to the credit risk of our customers and counterparties;
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Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally-recognized credit rating agencies and the availability and cost of capital;
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The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;
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Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;
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Acts of terrorism, including cybersecurity threats and related disruptions;
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Additional risks described in our filings with the Securities and Exchange Commission (SEC).
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Worldwide and domestic supplies of and demand for natural gas, NGLs, olefins, oil, and related commodities;
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Turmoil in the Middle East and other producing regions;
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The activities of the Organization of Petroleum Exporting Countries;
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The level of consumer demand;
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The price and availability of other types of fuels or feedstocks;
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The availability of pipeline capacity;
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Supply disruptions, including plant outages and transportation disruptions;
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The price and quantity of foreign imports of natural gas and oil;
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Domestic and foreign governmental regulations and taxes;
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The credit of participants in the markets where products are bought and sold.
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Changing circumstances and deviations in variables could negatively impact our investment analysis, including our projections of revenues, earnings, and cash flow relating to potential investment targets, resulting in outcomes which are materially different than anticipated;
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We could be required to contribute additional capital to support acquired businesses or assets;
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We may assume liabilities that were not disclosed to us, that exceed our estimates and for which contractual protections are either unavailable or prove inadequate;
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Acquisitions could disrupt our ongoing business, distract management, divert financial, and operational resources from existing operations and make it difficult to maintain our current business standards, controls, and procedures;
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Acquisitions and capital projects may require substantial new capital, including the issuance of debt or equity, and we may not be able to access capital markets or obtain acceptable terms.
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The amount of cash that WPZ and our other subsidiaries distribute to us;
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The amount of cash we generate from our operations, our working capital needs, our level of capital expenditures, and our ability to borrow;
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The restrictions contained in our indentures and credit facility and our debt service requirements;
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The cost of acquisitions, if any.
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The level of existing and new competition in our businesses or from alternative fuel sources, such as electricity, coal, fuel oils, or nuclear energy;
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Natural gas, NGL, and olefins prices, demand, availability, and margins in our markets. Higher prices for energy commodities related to our businesses could result in a decline in the demand for those commodities and, therefore, in customer contracts or throughput on our pipeline systems. Also, lower energy commodity prices could negatively impact our ability to maintain or achieve favorable contractual terms, including pricing, and could also result in a decline in the production of energy commodities resulting in reduced customer contracts, supply contracts, and throughput on our pipeline systems;
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General economic, financial markets, and industry conditions;
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The effects of regulation on us, our customers, and our contracting practices;
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Our ability to understand our customers’ expectations, efficiently and reliably deliver high quality services and effectively manage customer relationships. The results of these efforts will impact our reputation and positioning in the market.
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We cannot control the amount of capital expenditures that we are required to fund with respect to these operations;
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We are dependent on third parties to fund their required share of capital expenditures;
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We may be subject to restrictions or limitations on our ability to sell or transfer our interests in the jointly owned assets;
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We may be forced to offer rights of participation to other joint venture participants in the area of mutual interest;
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We have limited ability to influence or control certain day to day activities affecting the operations.
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Aging infrastructure and mechanical problems;
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Damages to pipelines and pipeline blockages or other pipeline interruptions;
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Uncontrolled releases of natural gas (including sour gas), NGLs, olefins products, brine, or industrial chemicals;
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Collapse or failure of storage caverns;
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Operator error;
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Damage caused by third-party activity, such as operation of construction equipment;
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Pollution and other environmental risks;
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Fires, explosions, craterings, and blowouts;
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Truck and rail loading and unloading;
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Operating in a marine environment.
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Transportation and sale for resale of natural gas in interstate commerce;
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Rates, operating terms, types of services, and conditions of service;
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Certification and construction of new interstate pipelines and storage facilities;
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Acquisition, extension, disposition, or abandonment of existing interstate pipelines and storage facilities;
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Accounts and records;
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Depreciation and amortization policies;
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Relationships with affiliated companies who are involved in marketing functions of the natural gas business;
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Market manipulation in connection with interstate sales, purchases, or transportation of natural gas.
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Make it more difficult for us to satisfy our obligations with respect to our indebtedness, which could in turn result in an event of default on such indebtedness;
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Impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes, or other purposes;
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Diminish our ability to withstand a continued or future downturn in our business or the economy generally;
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Require us to dedicate a substantial portion of our cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, the payments of dividends, general corporate purposes, or other purposes;
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Limit our flexibility in planning for, or reacting to, changes in our business, and the industry in which we operate, including limiting our ability to expand or pursue our business activities and preventing us from engaging in certain transactions that might otherwise be considered beneficial to us.
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Alan S. Armstrong
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Director, Chief Executive Officer, and President
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Age: 54
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Position held since 2011.
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From 2002 to 2011, Mr. Armstrong served as Senior Vice President - Midstream and acted as President of our midstream business. From 1999 to 2002, Mr. Armstrong was Vice President, Gathering and Processing in our midstream business and from 1998 to 1999 was Vice President, Commercial Development. Mr. Armstrong has served as a director of the general partner of ACMP/WPZ since 2012, as Chief Executive Officer since December 31, 2014, and as Chairman of the Board since February 2, 2015. Mr. Armstrong has served as a director of BOK Financial Corporation, a financial services company, since 2013. Mr. Armstrong also served as Chairman of the Board and Chief Executive Officer of the general partner of Pre-merger WPZ from 2011 until the ACMP Merger, as Senior Vice President - Midstream from 2010 to 2011, and director and Chief Operating Officer from 2005 to 2010.
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Walter J. Bennett
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Senior Vice President — West
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Age: 47
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Position held since January 2015.
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Mr. Bennett was formerly Chief Operating Officer of Chesapeake Midstream Development and served as Senior Vice President-Operations at Boardwalk Pipeline Partners. Previously, Mr. Bennett served in a variety of senior positions at Gulf South Pipeline Company that included operations and commercial responsibilities. Mr. Bennett began his career at a subsidiary of Koch Industries. Mr. Bennett has served as Senior Vice President - West of the general partner of ACMP/WPZ since December 2013 and served as Senior Vice President - West of the general partner of Pre-merger WPZ from January 2015 until the ACMP Merger. He has served as a director of the general partner of ACMP/WPZ since February 2017.
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Francis (Frank) E. Billings
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Senior Vice President — Corporate Strategic Development
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Age: 54
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Position held since January 2014.
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Mr. Billings served as Senior Vice President - Northeast G&P of us and Pre-merger WPZ from January 2013 to January 2014. Mr. Billings served as Vice President of our midstream gathering and processing business from 2011 until 2013 and as Vice President, Business Development from 2010 to 2011. Mr. Billings served as President of Cumberland Plateau Pipeline Company, a privately held company developing an ethane pipeline to serve the Marcellus Shale area, from 2009 until 2010. From 2008 to 2009, Mr. Billings served as Senior Vice President of Commercial for Crosstex Energy, Inc. and Crosstex Energy L.P., an independent midstream energy services master limited partnership and its parent corporation. In 1988, Mr. Billings joined MAPCO Inc., which merged with one of our subsidiaries in 1998, serving in various management roles, including in 2008 as a Vice President in the midstream business. Mr. Billings served as Senior Vice President - Corporate Strategic Development of the general partner of Pre-merger WPZ from January 2014 until the ACMP Merger. He has served as Senior Vice President - Corporate Strategic Development since the ACMP Merger, and as a director of the general partner of ACMP/WPZ since the ACMP Merger until February 2017.
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Donald R. Chappel
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Senior Vice President and Chief Financial Officer
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Age: 65
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Position held since 2003.
|
|
Prior to joining us, Mr. Chappel held various financial, administrative and operational leadership positions. Mr. Chappel has served as a director of the general partner of ACMP/WPZ since 2012 and as Chief Financial Officer of the general partner of ACMP/WPZ since December 31, 2014. Mr. Chappel has also served as a member of the Management Committee of Northwest Pipeline since 2007. Mr. Chappel served as Chief Financial Officer and a director of the general partner of Pre-merger WPZ from 2005 until the ACMP Merger. Mr. Chappel was Chief Financial Officer from 2007 and a director from 2008 of the general partner of Williams Pipeline Partners L.P. (WMZ), until its merger with Pre-merger WPZ in 2010. Mr. Chappel is a director of SUPERVALU, Inc. (a grocery and pharmacy company).
|
John R. Dearborn
|
Senior Vice President — NGL & Petchem Services
|
|
Age: 59
|
|
Position held since 2013.
|
|
Mr. Dearborn served as a senior leader for Saudi Basic Industries Corporation, a petrochemical company, from 2011 to 2013. From 2001 to 2011, Mr. Dearborn served in a variety of leadership positions with the Dow Chemical Company. Mr. Dearborn also worked for Union Carbide Corporation, prior to its merger with DOW, from 1981 to 2001 where he served in several leadership roles. Mr. Dearborn also served as Senior Vice President - NGL & Petchem Services of the general partner of Pre-merger WPZ from 2013 until the ACMP Merger and has served in that role for the general partner of ACMP/WPZ since the ACMP Merger.
|
Robyn L. Ewing
|
Senior Vice President and Chief Administrative Officer
|
|
Age: 61
|
|
Position held since 2008.
|
|
From 2004 to 2008, Ms. Ewing was Vice President of Human Resources. Prior to joining Williams, Ms. Ewing worked at MAPCO, which merged with Williams in 1998. Ms. Ewing began her career with Cities Service Company in 1976.
|
Rory L. Miller
|
Senior Vice President — Atlantic - Gulf
|
|
Age: 56
|
|
Position held since 2013.
|
|
From 2011 until 2013, Mr. Miller was Senior Vice President - Midstream of Williams and the general partner of Pre-merger WPZ, acting as President of Williams’ midstream business. Mr. Miller was a Vice President of Williams’ midstream business from 2004 until 2011. Mr. Miller served as a director and Senior Vice-President - Atlantic-Gulf of the general partner of Pre-merger WPZ from 2011 until the ACMP Merger and has served in those roles for the general partner of ACMP/WPZ since the ACMP Merger. Mr. Miller has also served as a member of the Management Committee of Transco, since 2013.
|
Sarah C. Miller
|
Senior Vice President and General Counsel
|
|
Age: 45
|
|
Position held since 2015.
|
|
Ms. Miller joined Williams in 2000, where she has served in a variety of legal leadership positions, including Vice President, Corporate Secretary and Assistant General Counsel for the company’s corporate secretary team, Senior Counsel for the company’s midstream business, and as Senior Attorney for the legal department’s business development team. She was named Senior Vice President and General Counsel on June 20, 2015. Prior to joining Williams, Ms. Miller was a litigation associate at Crowe & Dunlevy.
|
James E. Scheel
|
Senior Vice President — Northeast G&P
|
|
Age: 52
|
|
Position held since January 2014.
|
|
From 2012 to 2014, Mr. Scheel served as Senior Vice President - Corporate Strategic Development of us and the general partner of Pre-merger WPZ. From 2011 until 2012, Mr. Scheel served as Vice President of Business Development for our midstream business. Mr. Scheel joined Williams in 1988 and has served in leadership roles in business strategic development, engineering and operations, our NGL business, and international operations. Mr. Scheel has served as a director and Senior Vice President - Northeast G&P of the general partner of ACMP/WPZ since the ACMP Merger, having previously served as a director of the general partner of ACMP/WPZ from 2012 to February 2014. Mr. Scheel served as a director of the general partner of Pre-merger WPZ from 2012 until the ACMP Merger.
|
John D. Seldenrust
|
Senior Vice President — Engineering Services
|
|
Age: 52
|
|
Position held since July 2015.
|
|
Mr. Seldenrust served as Senior Vice President - Eastern Operations for us from January 2015 to July 2015, and for ACMP/WPZ from 2013 to July 2015. Mr. Seldenrust also previously served in a variety of operations and engineering leadership roles at ACMP and Chesapeake Energy from 2004 to August 2013. Prior to joining Chesapeake, Mr. Seldenrust held reservoir, production and facilities engineering positions with ARCO Oil & Gas, Vastar Resources and BP America.
|
Ted T. Timmermans
|
Vice President, Controller, and Chief Accounting Officer
|
|
Age: 60
|
|
Position held since 2005.
|
|
Mr. Timmermans served as Assistant Controller of Williams from 1998 to 2005. Mr. Timmermans served as Vice President, Controller & Chief Accounting Officer of the general partner of Pre-merger WPZ until the ACMP Merger and has served in those roles for the general partner of ACMP/WPZ since the ACMP Merger. Mr. Timmermans served as Chief Accounting Officer of the general partner of WMZ from 2008 until its merger with Pre-merger WPZ in 2010.
|
|
High
|
|
Low
|
|
Dividend
|
||||||
2016
|
|
|
|
|
|
||||||
First Quarter
|
$
|
26.68
|
|
|
$
|
10.22
|
|
|
$
|
0.64
|
|
Second Quarter
|
23.89
|
|
|
14.60
|
|
|
0.64
|
|
|||
Third Quarter
|
31.43
|
|
|
19.68
|
|
|
0.20
|
|
|||
Fourth Quarter
|
32.21
|
|
|
27.35
|
|
|
0.20
|
|
|||
2015
|
|
|
|
|
|
||||||
First Quarter
|
$
|
51.15
|
|
|
$
|
40.07
|
|
|
$
|
0.58
|
|
Second Quarter
|
61.38
|
|
|
46.28
|
|
|
0.59
|
|
|||
Third Quarter
|
58.77
|
|
|
34.64
|
|
|
0.64
|
|
|||
Fourth Quarter
|
44.51
|
|
|
20.95
|
|
|
0.64
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(Millions, except per-share amounts)
|
||||||||||||||||||
Revenues (1)
|
$
|
7,499
|
|
|
$
|
7,360
|
|
|
$
|
7,637
|
|
|
$
|
6,860
|
|
|
$
|
7,486
|
|
Income (loss) from continuing operations (2)
|
(350
|
)
|
|
(1,314
|
)
|
|
2,335
|
|
|
679
|
|
|
929
|
|
|||||
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations (2)
|
(424
|
)
|
|
(571
|
)
|
|
2,110
|
|
|
441
|
|
|
723
|
|
|||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations (2)
|
(.57
|
)
|
|
(.76
|
)
|
|
2.91
|
|
|
.64
|
|
|
1.15
|
|
|||||
Total assets at December 31 (3)
|
46,835
|
|
|
49,020
|
|
|
50,455
|
|
|
27,065
|
|
|
24,248
|
|
|||||
Commercial paper and long-term debt due within one year at December 31 (4)
|
878
|
|
|
675
|
|
|
802
|
|
|
226
|
|
|
1
|
|
|||||
Long-term debt at December 31 (3)
|
22,624
|
|
|
23,812
|
|
|
20,780
|
|
|
11,276
|
|
|
10,656
|
|
|||||
Stockholders’ equity at December 31 (3)
|
4,643
|
|
|
6,148
|
|
|
8,777
|
|
|
4,864
|
|
|
4,752
|
|
|||||
Cash dividends declared per common share
|
1.680
|
|
|
2.450
|
|
|
1.9575
|
|
|
1.438
|
|
|
1.196
|
|
(1)
|
Revenues for 2014 increased reflecting the consolidation of ACMP beginning in third quarter and new Canadian construction management services.
|
(2)
|
Income (loss) from continuing operations:
|
•
|
For 2016 includes an $
873 million
impairment of certain assets and a $
430 million
impairment of certain equity-method investments;
|
•
|
For 2015 includes a $1.4 billion impairment of certain equity-method investments and a $1.1 billion impairment of goodwill;
|
•
|
For 2014 includes $2.5 billion pretax gain recognized as a result of remeasuring to fair value the equity-method investment we held before we acquired a controlling interest in ACMP, $246 million of insurance recoveries related to the 2013 Geismar Incident, and $154 million of cash received related to a contingency settlement. 2014 also includes $78 million of pretax equity losses from Bluegrass Pipeline and Moss Lake related primarily to the underlying write-off of previously capitalized project development costs and $76 million of pretax acquisition, merger, and transition expenses related to our acquisition of ACMP;
|
•
|
For 2013 includes $99 million of deferred income tax expense incurred on undistributed earnings of our foreign operations that are no longer considered permanently reinvested.
|
(3)
|
The increases in 2014 reflect assets acquired and debt assumed primarily related to our acquisition of ACMP (see
Note 2 – Acquisitions
)
in third quarter as well as $1.9 billion of related debt issuances and $2.8 billion of debt issuances at WPZ. Additionally, we issued $3.4 billion of equity (see
Note 15 – Stockholders' Equity
).
|
(4)
|
The increases in 2014 and 2013 reflect borrowings under WPZ’s commercial paper program, which was initiated in 2013.
|
|
•
|
Opposition to infrastructure projects, including the risk of delay in permits needed for our projects;
|
•
|
Unexpected significant increases in capital expenditures or delays in capital project execution;
|
•
|
Counterparty credit and performance risk, including that of Chesapeake Energy Corporation and its affiliates;
|
•
|
Inability to execute or delay in completing planned asset monetizations;
|
•
|
Lower than anticipated demand for natural gas and natural gas products which could result in lower than expected volumes, energy commodity prices and margins;
|
•
|
General economic, financial markets, or further industry downturn, including increased interest rates;
|
•
|
Physical damages to facilities, including damage to offshore facilities by named windstorms;
|
•
|
Reduced availability of insurance coverage;
|
•
|
Lower than expected distributions from WPZ.
|
|
Benefit Cost
|
|
Benefit Obligation
|
||||||||||||
|
One-
Percentage-
Point
Increase
|
|
One-
Percentage-
Point
Decrease
|
|
One-
Percentage-
Point
Increase
|
|
One-
Percentage-
Point
Decrease
|
||||||||
|
(Millions)
|
||||||||||||||
Pension benefits:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
$
|
(9
|
)
|
|
$
|
10
|
|
|
$
|
(130
|
)
|
|
$
|
154
|
|
Expected long-term rate of return on plan assets
|
(13
|
)
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Rate of compensation increase
|
3
|
|
|
(2
|
)
|
|
9
|
|
|
(7
|
)
|
||||
Other postretirement benefits:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
1
|
|
|
1
|
|
|
(21
|
)
|
|
25
|
|
||||
Expected long-term rate of return on plan assets
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Assumed health care cost trend rate
|
—
|
|
|
—
|
|
|
6
|
|
|
(5
|
)
|
•
|
A significant or sustained decline in the market value of an investee;
|
•
|
Lower than expected cash distributions from investees;
|
•
|
Significant asset impairments or operating losses recognized by investees;
|
•
|
Significant delays in or lack of producer development or significant declines in producer volumes in markets served by investees;
|
•
|
Significant delays in or failure to complete significant growth projects of investees.
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
$ Change
from
2015*
|
|
% Change
from
2015*
|
|
2015
|
|
$ Change
from
2014*
|
|
% Change
from
2014*
|
|
2014
|
||||||||||
|
(Millions)
|
||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenues
|
$
|
5,171
|
|
|
+7
|
|
|
—
|
%
|
|
$
|
5,164
|
|
|
+1,048
|
|
|
+25
|
%
|
|
$
|
4,116
|
|
Product sales
|
2,328
|
|
|
+132
|
|
|
+6
|
%
|
|
2,196
|
|
|
-1,325
|
|
|
-38
|
%
|
|
3,521
|
|
|||
Total revenues
|
7,499
|
|
|
|
|
|
|
7,360
|
|
|
|
|
|
|
7,637
|
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product costs
|
1,725
|
|
|
+54
|
|
|
+3
|
%
|
|
1,779
|
|
|
+1,237
|
|
|
+41
|
%
|
|
3,016
|
|
|||
Operating and maintenance expenses
|
1,580
|
|
|
+75
|
|
|
+5
|
%
|
|
1,655
|
|
|
-163
|
|
|
-11
|
%
|
|
1,492
|
|
|||
Depreciation and amortization expenses
|
1,763
|
|
|
-25
|
|
|
-1
|
%
|
|
1,738
|
|
|
-562
|
|
|
-48
|
%
|
|
1,176
|
|
|||
Selling, general, and administrative expenses
|
723
|
|
|
+18
|
|
|
+2
|
%
|
|
741
|
|
|
-80
|
|
|
-12
|
%
|
|
661
|
|
|||
Impairment of goodwill
|
—
|
|
|
+1,098
|
|
|
+100
|
%
|
|
1,098
|
|
|
-1,098
|
|
|
NM
|
|
|
—
|
|
|||
Impairment of certain assets
|
873
|
|
|
-664
|
|
|
NM
|
|
|
209
|
|
|
-157
|
|
|
NM
|
|
|
52
|
|
|||
Net insurance recoveries – Geismar Incident
|
(7
|
)
|
|
-119
|
|
|
-94
|
%
|
|
(126
|
)
|
|
-106
|
|
|
-46
|
%
|
|
(232
|
)
|
|||
Other (income) expense – net
|
142
|
|
|
-102
|
|
|
NM
|
|
|
40
|
|
|
-137
|
|
|
NM
|
|
|
(97
|
)
|
|||
Total costs and expenses
|
6,799
|
|
|
|
|
|
|
7,134
|
|
|
|
|
|
|
6,068
|
|
|||||||
Operating income (loss)
|
700
|
|
|
|
|
|
|
226
|
|
|
|
|
|
|
1,569
|
|
|||||||
Equity earnings (losses)
|
397
|
|
|
+62
|
|
|
+19
|
%
|
|
335
|
|
|
+191
|
|
|
+133
|
%
|
|
144
|
|
|||
Gain on remeasurement of equity-method investment
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
-2,544
|
|
|
-100
|
%
|
|
2,544
|
|
|||
Impairment of equity-method investments
|
(430
|
)
|
|
+929
|
|
|
+68
|
%
|
|
(1,359
|
)
|
|
-1,359
|
|
|
NM
|
|
|
—
|
|
|||
Other investing income (loss) – net
|
63
|
|
|
+36
|
|
|
+133
|
%
|
|
27
|
|
|
-16
|
|
|
-37
|
%
|
|
43
|
|
|||
Interest expense
|
(1,179
|
)
|
|
-135
|
|
|
-13
|
%
|
|
(1,044
|
)
|
|
-297
|
|
|
-40
|
%
|
|
(747
|
)
|
|||
Other income (expense) – net
|
74
|
|
|
-28
|
|
|
-27
|
%
|
|
102
|
|
|
+71
|
|
|
NM
|
|
|
31
|
|
|||
Income (loss) from continuing operations before income taxes
|
(375
|
)
|
|
|
|
|
|
(1,713
|
)
|
|
|
|
|
|
3,584
|
|
|||||||
Provision (benefit) for income taxes
|
(25
|
)
|
|
-374
|
|
|
-94
|
%
|
|
(399
|
)
|
|
+1,648
|
|
|
NM
|
|
|
1,249
|
|
|||
Income (loss) from continuing operations
|
(350
|
)
|
|
|
|
|
|
(1,314
|
)
|
|
|
|
|
|
2,335
|
|
|||||||
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
-4
|
|
|
-100
|
%
|
|
4
|
|
|||
Net income (loss)
|
(350
|
)
|
|
|
|
|
|
(1,314
|
)
|
|
|
|
|
|
2,339
|
|
|||||||
Less: Net income (loss) attributable to noncontrolling interests
|
74
|
|
|
-817
|
|
|
NM
|
|
|
(743
|
)
|
|
+968
|
|
|
NM
|
|
|
225
|
|
|||
Net income (loss) attributable to The Williams Companies, Inc.
|
$
|
(424
|
)
|
|
|
|
|
|
$
|
(571
|
)
|
|
|
|
|
|
$
|
2,114
|
|
*
|
+ = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
Service revenues
|
$
|
5,173
|
|
|
$
|
5,135
|
|
|
$
|
3,888
|
|
Product sales
|
2,318
|
|
|
2,196
|
|
|
3,521
|
|
|||
Segment revenues
|
7,491
|
|
|
7,331
|
|
|
7,409
|
|
|||
|
|
|
|
|
|
||||||
Product costs
|
(1,728
|
)
|
|
(1,779
|
)
|
|
(3,016
|
)
|
|||
Other segment costs and expenses
|
(2,203
|
)
|
|
(2,229
|
)
|
|
(1,760
|
)
|
|||
Net insurance recoveries – Geismar Incident
|
7
|
|
|
126
|
|
|
232
|
|
|||
Impairment of certain assets
|
(457
|
)
|
|
(145
|
)
|
|
(52
|
)
|
|||
Proportional Modified EBITDA of equity-method investments
|
754
|
|
|
699
|
|
|
431
|
|
|||
Williams Partners Modified EBITDA
|
$
|
3,864
|
|
|
$
|
4,003
|
|
|
$
|
3,244
|
|
|
|
|
|
|
|
||||||
NGL margin
|
$
|
169
|
|
|
$
|
159
|
|
|
$
|
388
|
|
Olefin margin
|
337
|
|
|
226
|
|
|
110
|
|
•
|
A $94 million increase in olefin sales comprised of a $170 million increase from our Geismar plant that returned to service in late March 2015, partially offset by a $76 million decrease from our other olefin operations. The increase at Geismar includes $153 million associated with increased volumes as a result of the plant operating at higher production levels in 2016 than when production resumed in March 2015 following the Geismar Incident and $17 million primarily associated with higher ethylene per-unit sales prices. The decrease in other olefin sales includes a $14 million reduction due to the absence of our former Canadian operations in the fourth quarter of 2016, as well as lower volumes and lower per-unit sales prices within our other olefin operations;
|
•
|
A $70 million increase in marketing revenues primarily due to higher NGL and propylene prices and natural gas and crude oil volumes, partially offset by lower NGL volumes and crude oil prices (partially offset in marketing purchases);
|
•
|
A $6 million increase in revenues from our equity NGLs due to a $10 million increase associated with higher volumes, partially offset by a $4 million decrease associated with lower NGL prices;
|
•
|
A $39 million decrease in system management gas sales from Transco. System management gas sales are offset in
Product costs
and, therefore, have no impact on
Modified EBITDA.
|
•
|
A $39 million decrease in system management gas costs (offset in
Product sales
);
|
•
|
A $17 million decrease in olefin feedstock purchases is primarily comprised of $78 million in lower purchases at our other olefins operations, partially offset by $61 million of higher purchases due primarily to increased volumes at our Geismar plant resulting from higher productions levels. The lower costs at our other olefin operations are comprised of $54 million in lower per-unit feedstock costs and $24 million in primarily lower propylene volumes;
|
•
|
A $4 million decrease in natural gas purchases associated with the production of equity NGLs reflecting a decrease of $13 million due to lower natural gas prices, partially offset by a $9 million increase associated with higher volumes;
|
•
|
Lower costs associated with various other products, primarily condensate;
|
•
|
A $22 million increase in marketing purchases primarily due to the same factors that increased marketing sales (more than offset in marketing revenues). The increase in marketing costs does not reflect the intercompany costs associated with certain gathering and processing services performed by an affiliate.
|
•
|
$34 million increase related to the 2016 loss on sale of our Canadian operations;
|
•
|
$37 million increase for severance and related costs associated with workforce reductions incurred in the first quarter of 2016 and the organizational realignment in the fourth quarter of 2016;
|
•
|
$28 million higher project development costs at Constitution as we discontinued capitalization of development costs related to this project beginning in April 2016;
|
•
|
$22 million higher contract services for pipeline testing and general maintenance at Transco;
|
•
|
$20 million unfavorable change in foreign currency exchange that primarily relates to losses incurred on foreign currency transactions and the remeasurement of the U.S. dollar-denominated current assets and liabilities within our former Canadian operations;
|
•
|
$19 million unfavorable change in AFUDC associated with a decrease in spending on Constitution;
|
•
|
The absence of a $14 million gain recognized in second-quarter 2015 resulting from the early retirement of certain debt.
|
•
|
A $1,173 million decrease in marketing revenues primarily associated with lower prices across all products, partially offset by higher non-ethane volumes (more than offset in marketing purchases);
|
•
|
A $324 million decrease in revenues from our equity NGLs reflecting a decrease of $365 million due to lower NGL prices, partially offset by a $41 million increase associated with higher NGL volumes;
|
•
|
A $41 million decrease in revenues primarily due to lower condensate prices;
|
•
|
A $214 million increase in olefin sales primarily due to $298 million in higher sales from our Geismar plant that returned to operation, partially offset by an $84 million decrease from our other olefin operations due to lower sales prices, partially offset by higher volumes across all products, particularly propylene.
|
•
|
A $1,219 million decrease in marketing purchases primarily due to a decrease in non-ethane per-unit cost (substantially offset in marketing revenues);
|
•
|
A $95 million decrease in the natural gas purchases associated with the production of equity NGLs reflecting a decrease of $126 million due to lower natural gas prices, partially offset by a $31 million increase associated with higher volumes;
|
•
|
A $20 million decrease in costs primarily due to lower gas prices;
|
•
|
A $98 million increase in olefin feedstock purchases is comprised of $127 million in higher purchases due to increased volumes at our Geismar plant as it returned to operation, partially offset by $29 million in lower other olefin operations feedstock purchases primarily due to lower per-unit feedstock costs, partially offset by higher volumes across most products, particularly propylene.
|
•
|
An increase for new expenses associated with operations associated with the acquisition of ACMP;
|
•
|
The absence of $154 million of cash received in the fourth quarter of 2014 associated with the resolution of a contingent gain related to claims arising from the purchase of a business in a prior period (see
Note 7 – Other Income and Expenses
of Notes to Consolidated Financial Statements);
|
•
|
A $16 million increase in operating expense due to the Geismar plant returning to operation in 2015;
|
•
|
The absence of a $12 million net gain recognized in 2014 related to a partial acreage dedication release.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
Service revenues
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Product sales
|
26
|
|
|
—
|
|
|
—
|
|
|||
Segment revenues
|
28
|
|
|
2
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Product costs
|
(13
|
)
|
|
—
|
|
|
—
|
|
|||
Other segment costs and expenses
|
(139
|
)
|
|
(85
|
)
|
|
(37
|
)
|
|||
Impairment of certain assets
|
(416
|
)
|
|
—
|
|
|
—
|
|
|||
Proportional Modified EBITDA of equity-method investments
|
—
|
|
|
—
|
|
|
(78
|
)
|
|||
Williams NGL & Petchem Services Modified EBITDA
|
$
|
(540
|
)
|
|
$
|
(83
|
)
|
|
$
|
(115
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
Other Modified EBITDA
|
$
|
(2
|
)
|
|
$
|
(29
|
)
|
|
$
|
103
|
|
•
|
Expansion of WPZ’s interstate natural gas pipeline system through projects such as Rock Springs to meet the demand of growth markets;
|
•
|
Completion of WPZ’s Gulfstar One expansion project to provide production handling and gathering services for the Gunflint oil and gas discovery in the eastern deepwater Gulf of Mexico;
|
•
|
WPZ’s restructuring of contracts in the Barnett Shale and Mid-Continent region,which included cash payments to WPZ of $820 million;
|
•
|
Sale of our Canadian operations (see
Note 3 – Divestiture
of Notes to Consolidated Financial Statements).
|
•
|
Cash and cash equivalents on hand;
|
•
|
Cash generated from operations;
|
•
|
Distributions from WPZ;
|
•
|
Distributions from our equity-method investees based on our level of ownership;
|
•
|
Use of our credit facility;
|
•
|
Cash proceeds from issuances of debt and/or equity securities.
|
•
|
Working capital requirements;
|
•
|
Maintenance and expansion capital and investment expenditures;
|
•
|
Interest on our long-term debt;
|
•
|
Repayment of current debt maturities, and additional reductions in WPZ’s debt with funds received as part of the Financial Repositioning;
|
•
|
Investment in WPZ as part of the Financial Repositioning (see
Note 15 – Stockholders' Equity
of Notes to Consolidated Financial Statements);
|
•
|
Quarterly dividends to our shareholders.
|
|
|
December 31, 2016
|
||||||||||
Available Liquidity
|
|
WPZ
|
|
WMB
|
|
Total
|
||||||
|
|
(Millions)
|
||||||||||
Cash and cash equivalents
|
|
$
|
145
|
|
|
$
|
25
|
|
|
$
|
170
|
|
Capacity available under our $1.5 billion credit facility (1)
|
|
|
|
725
|
|
|
725
|
|
||||
Capacity available to WPZ under its $3.5 billion credit facility, less amounts outstanding under its $3 billion commercial paper program (2)
|
|
3,407
|
|
|
|
|
3,407
|
|
||||
|
|
$
|
3,552
|
|
|
$
|
750
|
|
|
$
|
4,302
|
|
(1)
|
The highest amount outstanding under our credit facility during 2016 was $1.224 billion. At
December 31, 2016
, we were in compliance with the financial covenants associated with this credit facility. See
Note 14 – Debt, Banking Arrangements, and Leases
of Notes to Consolidated Financial Statements for additional information on our credit facility. Borrowing capacity available under this facility as of February 20, 2017, was $1.265 billion.
|
(2)
|
In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of WPZ’s credit facility inclusive of any outstanding amounts under its commercial paper program. WPZ has
$93 million
of
Commercial paper
outstanding at
December 31, 2016
. The highest amount outstanding under WPZ’s
|
|
Rating Agency
|
|
Outlook
|
|
Senior Unsecured
Debt Rating
|
|
Corporate
Credit Rating
|
|
|
|
|
|
|
|
|
WMB:
|
S&P Global Ratings
|
|
Stable
|
|
BB
|
|
BB
|
|
Moody’s Investors Service
|
|
Stable
|
|
Ba2
|
|
N/A
|
|
Fitch Ratings
|
|
Stable
|
|
BB+
|
|
N/A
|
|
|
|
|
|
|
|
|
WPZ:
|
S&P Global Ratings
|
|
Stable
|
|
BBB-
|
|
BBB-
|
|
Moody’s Investors Service
|
|
Stable
|
|
Baa3
|
|
N/A
|
|
Fitch Ratings
|
|
Stable
|
|
BBB-
|
|
N/A
|
|
Cash Flow
|
|
Years Ended December 31,
|
||||||||||
|
Category
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(Millions)
|
||||||||||
Sources of cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||
Operating activities - net
|
Operating
|
|
$
|
3,664
|
|
|
$
|
2,678
|
|
|
$
|
2,115
|
|
Proceeds from WPZ’s credit-facility borrowings
|
Financing
|
|
3,250
|
|
|
3,832
|
|
|
1,646
|
|
|||
Proceeds from our credit-facility borrowings
|
Financing
|
|
2,280
|
|
|
2,097
|
|
|
1,040
|
|
|||
Proceeds from sale of Canadian operations (see Note 3)
|
Investing
|
|
1,020
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from WPZ’s debt offerings (see Note 14)
|
Financing
|
|
998
|
|
|
3,842
|
|
|
2,740
|
|
|||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
Investing
|
|
472
|
|
|
404
|
|
|
206
|
|
|||
Proceeds from equity offerings
|
Financing
|
|
123
|
|
|
86
|
|
|
3,471
|
|
|||
Contributions from noncontrolling interests
|
Financing
|
|
29
|
|
|
111
|
|
|
340
|
|
|||
Special distribution from Gulfstream (see Note 6)
|
Financing
|
|
—
|
|
|
396
|
|
|
—
|
|
|||
Proceeds from our debt offerings
|
Financing
|
|
—
|
|
|
—
|
|
|
1,895
|
|
|||
Proceeds from WPZ’s commercial paper - net
|
Financing
|
|
—
|
|
|
—
|
|
|
572
|
|
|||
|
|
|
|
|
|
|
|
||||||
Uses of cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||
Payments on WPZ’s credit-facility borrowings
|
Financing
|
|
(4,560
|
)
|
|
(3,162
|
)
|
|
(1,156
|
)
|
|||
Payments on our credit-facility borrowings
|
Financing
|
|
(2,155
|
)
|
|
(1,817
|
)
|
|
(670
|
)
|
|||
Capital expenditures
|
Investing
|
|
(2,051
|
)
|
|
(3,167
|
)
|
|
(4,031
|
)
|
|||
Quarterly dividends on common stock
|
Financing
|
|
(1,261
|
)
|
|
(1,836
|
)
|
|
(1,412
|
)
|
|||
Dividends and distributions to noncontrolling interests
|
Financing
|
|
(940
|
)
|
|
(942
|
)
|
|
(840
|
)
|
|||
Payments of WPZ’s commercial paper - net
|
Financing
|
|
(409
|
)
|
|
(306
|
)
|
|
—
|
|
|||
Payments on WPZ’s debt retirements (see Note 14)
|
Financing
|
|
(375
|
)
|
|
(1,533
|
)
|
|
—
|
|
|||
Purchases of and contributions to equity-method investments
|
Investing
|
|
(177
|
)
|
|
(595
|
)
|
|
(482
|
)
|
|||
Contribution to Gulfstream for repayment of debt (see Note 6)
|
Financing
|
|
(148
|
)
|
|
(248
|
)
|
|
—
|
|
|||
Purchases of businesses, net of cash acquired
|
Investing
|
|
—
|
|
|
(112
|
)
|
|
(5,958
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
Other sources / (uses) - net
|
Financing and Investing
|
|
310
|
|
|
132
|
|
|
83
|
|
|||
Increase (decrease) in cash and cash equivalents
|
|
|
$
|
70
|
|
|
$
|
(140
|
)
|
|
$
|
(441
|
)
|
|
2017
|
|
2018 - 2019
|
|
2020 - 2021
|
|
Thereafter
|
|
Total
|
||||||||||
|
|
|
|
|
(Millions)
|
|
|
|
|
||||||||||
Long-term debt: (1)(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
$
|
785
|
|
|
$
|
1,382
|
|
|
$
|
3,767
|
|
|
$
|
17,506
|
|
|
$
|
23,440
|
|
Interest
|
1,099
|
|
|
2,132
|
|
|
1,928
|
|
|
7,947
|
|
|
13,106
|
|
|||||
Commercial paper
|
93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|||||
Operating leases
|
66
|
|
|
109
|
|
|
81
|
|
|
90
|
|
|
346
|
|
|||||
Purchase obligations (3)
|
1,074
|
|
|
733
|
|
|
646
|
|
|
320
|
|
|
2,773
|
|
|||||
Other obligations (4)(5)
|
2
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
5
|
|
|||||
Total
|
$
|
3,119
|
|
|
$
|
4,357
|
|
|
$
|
6,423
|
|
|
$
|
25,864
|
|
|
$
|
39,763
|
|
(1)
|
Includes the borrowings outstanding under credit facilities, but does not include any related variable-rate interest payments.
|
(2)
|
Includes $750 million of 6.125 percent senior notes due 2022 that WPZ intends to redeem on February 23, 2017 and related interest, presented in the table above according to the original contractual terms.
|
(3)
|
Includes approximately $244 million in open property, plant, and equipment purchase orders. Includes an estimated $418 million long-term ethane purchase obligation with index-based pricing terms that is reflected in this table at
December 31, 2016
prices. This obligation is part of an overall exchange agreement whereby volumes we transport on OPPL are sold at a third-party fractionator near Conway, Kansas, and we are subsequently obligated to purchase ethane volumes at Mont Belvieu. The purchased ethane volumes may be utilized or resold at comparable prices in the Mont Belvieu market. Includes an estimated $619 million long-term ethane purchase obligation with index-based pricing terms that primarily supplies third parties at their plants and is valued in this table at a price calculated using
December 31, 2016
prices. Any excess purchased volumes may be sold at comparable market prices. Includes an estimated $586 million long-term mixed NGLs purchase obligation with index-based pricing terms that is reflected in this table at
December 31, 2016
prices. In addition, we have not included certain natural gas life-of-lease contracts for which the future volumes are indeterminable. We have not included commitments, beyond purchase orders, for the acquisition or construction of property, plant, and equipment or expected contributions to our jointly owned investments. (See Company Outlook — Expansion Projects.)
|
(4)
|
Does not include estimated contributions to our pension and other postretirement benefit plans. We made contributions to our pension and other postretirement benefit plans of $72 million in
2016
and $70 million in
2015
. In
2017
, we expect to contribute approximately $69 million to these plans (see
Note 10 – Employee Benefit Plans
of Notes to Consolidated Financial Statements). Tax-qualified pension plans are required to meet minimum contribution requirements. In the past, we have contributed amounts to our tax-qualified pension plans in excess of the minimum required contribution. These excess amounts can be used to offset future minimum contribution requirements. During
2016
, we contributed $60 million to our tax-qualified pension plans. In addition to these contributions, a portion of the excess contributions was used to meet the minimum contribution requirements. During
2017
, we expect to contribute approximately $60 million to our tax-qualified pension plans and use excess amounts to satisfy minimum contribution requirements, if needed. Additionally, estimated future minimum funding requirements may vary significantly from historical requirements if actual results differ significantly from estimated
|
(5)
|
We have not included income tax liabilities in the table above. See
Note 8 – Provision (Benefit) for Income Taxes
of Notes to Consolidated Financial Statements for a discussion of income taxes, including our contingent tax liability reserves.
|
(1)
|
Includes unamortized discount / premium and debt issuance costs.
|
(2)
|
Excludes capital leases.
|
(3)
|
The weighted-average interest rates for WPZ’s $850 million term loan, and our $775 million credit facility borrowing at
December 31, 2016
were 2.50 percent and 2.51 percent, respectively.
|
(4)
|
The weighted-average interest rate was
1.06 percent
and 0.92 percent at
December 31, 2016
and
2015
, respectively.
|
(5)
|
The weighted-average interest rates for WPZ’s $1.3 billion credit facility borrowing, WPZ’s $850 million term loan, and our $650 million credit facility borrowing at
December 31, 2015
were 1.63 percent, 1.85 percent, and 2.32 percent, respectively.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions, except per-share amounts)
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Service revenues
|
|
$
|
5,171
|
|
|
$
|
5,164
|
|
|
$
|
4,116
|
|
Product sales
|
|
2,328
|
|
|
2,196
|
|
|
3,521
|
|
|||
Total revenues
|
|
7,499
|
|
|
7,360
|
|
|
7,637
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Product costs
|
|
1,725
|
|
|
1,779
|
|
|
3,016
|
|
|||
Operating and maintenance expenses
|
|
1,580
|
|
|
1,655
|
|
|
1,492
|
|
|||
Depreciation and amortization expenses
|
|
1,763
|
|
|
1,738
|
|
|
1,176
|
|
|||
Selling, general, and administrative expenses
|
|
723
|
|
|
741
|
|
|
661
|
|
|||
Impairment of goodwill (Note 17)
|
|
—
|
|
|
1,098
|
|
|
—
|
|
|||
Impairment of certain assets (Note 17)
|
|
873
|
|
|
209
|
|
|
52
|
|
|||
Net insurance recoveries – Geismar Incident
|
|
(7
|
)
|
|
(126
|
)
|
|
(232
|
)
|
|||
Other (income) expense – net
|
|
142
|
|
|
40
|
|
|
(97
|
)
|
|||
Total costs and expenses
|
|
6,799
|
|
|
7,134
|
|
|
6,068
|
|
|||
Operating income (loss)
|
|
700
|
|
|
226
|
|
|
1,569
|
|
|||
Equity earnings (losses)
|
|
397
|
|
|
335
|
|
|
144
|
|
|||
Gain on remeasurement of equity-method investment (Note 2)
|
|
—
|
|
|
—
|
|
|
2,544
|
|
|||
Impairment of equity-method investments (Note 17)
|
|
(430
|
)
|
|
(1,359
|
)
|
|
—
|
|
|||
Other investing income (loss) – net
|
|
63
|
|
|
27
|
|
|
43
|
|
|||
Interest incurred
|
|
(1,217
|
)
|
|
(1,118
|
)
|
|
(888
|
)
|
|||
Interest capitalized
|
|
38
|
|
|
74
|
|
|
141
|
|
|||
Other income (expense) – net
|
|
74
|
|
|
102
|
|
|
31
|
|
|||
Income (loss) from continuing operations before income taxes
|
|
(375
|
)
|
|
(1,713
|
)
|
|
3,584
|
|
|||
Provision (benefit) for income taxes
|
|
(25
|
)
|
|
(399
|
)
|
|
1,249
|
|
|||
Income (loss) from continuing operations
|
|
(350
|
)
|
|
(1,314
|
)
|
|
2,335
|
|
|||
Income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
4
|
|
|||
Net income (loss)
|
|
(350
|
)
|
|
(1,314
|
)
|
|
2,339
|
|
|||
Less: Net income (loss) attributable to noncontrolling interests
|
|
74
|
|
|
(743
|
)
|
|
225
|
|
|||
Net income (loss) attributable to The Williams Companies, Inc.
|
|
$
|
(424
|
)
|
|
$
|
(571
|
)
|
|
$
|
2,114
|
|
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(424
|
)
|
|
$
|
(571
|
)
|
|
$
|
2,110
|
|
Income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
4
|
|
|||
Net income (loss)
|
|
$
|
(424
|
)
|
|
$
|
(571
|
)
|
|
$
|
2,114
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
|
$
|
2.93
|
|
Income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
.01
|
|
|||
Net income (loss)
|
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
|
$
|
2.94
|
|
Weighted-average shares (thousands)
|
|
750,673
|
|
|
749,271
|
|
|
719,325
|
|
|||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
|
$
|
2.91
|
|
Income (loss) from discontinued operations
|
|
—
|
|
|
—
|
|
|
.01
|
|
|||
Net income (loss)
|
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
|
$
|
2.92
|
|
Weighted-average shares (thousands)
|
|
750,673
|
|
|
749,271
|
|
|
723,641
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Millions)
|
||||||||||
Net income (loss)
|
|
$
|
(350
|
)
|
|
$
|
(1,314
|
)
|
|
$
|
2,339
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Cash flow hedging activities:
|
|
|
|
|
|
|
||||||
Net unrealized gain (loss) from derivative instruments, net of taxes of ($1) in 2016
|
|
4
|
|
|
6
|
|
|
—
|
|
|||
Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes of $1 in 2016 and 2015
|
|
(2
|
)
|
|
(6
|
)
|
|
—
|
|
|||
Foreign currency translation activities:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of taxes of ($37), $31, and $18 in 2016, 2015, and 2014, respectively
|
|
50
|
|
|
(204
|
)
|
|
(96
|
)
|
|||
Reclassification into earnings upon sale of foreign entities, net of taxes of ($36) in 2016
|
|
119
|
|
|
—
|
|
|
—
|
|
|||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
||||||
Prior service credit (cost) arising during the year (Note 10)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Amortization of prior service cost (credit) included in net periodic benefit cost, net of taxes of $2, $3, and $3 in 2016, 2015, and 2014, respectively
|
|
(4
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|||
Net actuarial gain (loss) arising during the year, net of taxes of $8, ($5) and $60 in 2016, 2015, and 2014, respectively (Note 10)
|
|
(15
|
)
|
|
8
|
|
|
(100
|
)
|
|||
Amortization of actuarial (gain) loss included in net periodic benefit cost, net of taxes of ($12), ($18), and ($15) in 2016, 2015, and 2014, respectively
|
|
20
|
|
|
28
|
|
|
26
|
|
|||
Other comprehensive income (loss)
|
|
172
|
|
|
(171
|
)
|
|
(176
|
)
|
|||
Comprehensive income (loss)
|
|
(178
|
)
|
|
(1,485
|
)
|
|
2,163
|
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
|
143
|
|
|
(813
|
)
|
|
206
|
|
|||
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
|
$
|
(321
|
)
|
|
$
|
(672
|
)
|
|
$
|
1,957
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(Millions, except per-share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
170
|
|
|
$
|
100
|
|
Trade accounts and other receivables (net of allowance of $6 at December 31, 2016 and $3 at December 31, 2015)
|
|
938
|
|
|
1,041
|
|
||
Inventories
|
|
138
|
|
|
127
|
|
||
Other current assets and deferred charges
|
|
216
|
|
|
259
|
|
||
Total current assets
|
|
1,462
|
|
|
1,527
|
|
||
|
|
|
|
|
||||
Investments
|
|
6,701
|
|
|
7,336
|
|
||
Property, plant, and equipment – net
|
|
28,428
|
|
|
29,579
|
|
||
Intangible assets – net of accumulated amortization
|
|
9,663
|
|
|
10,017
|
|
||
Regulatory assets, deferred charges, and other
|
|
581
|
|
|
561
|
|
||
Total assets
|
|
$
|
46,835
|
|
|
$
|
49,020
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
623
|
|
|
$
|
744
|
|
Accrued liabilities
|
|
1,448
|
|
|
1,078
|
|
||
Commercial paper
|
|
93
|
|
|
499
|
|
||
Long-term debt due within one year
|
|
785
|
|
|
176
|
|
||
Total current liabilities
|
|
2,949
|
|
|
2,497
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
22,624
|
|
|
23,812
|
|
||
Deferred income tax liabilities
|
|
4,238
|
|
|
4,218
|
|
||
Regulatory liabilities, deferred income, and other
|
|
2,978
|
|
|
2,268
|
|
||
Contingent liabilities and commitments (Note 18)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock (960 million shares authorized at $1 par value;
785 million shares issued at December 31, 2016 and 784 million shares issued at December 31, 2015) |
|
785
|
|
|
784
|
|
||
Capital in excess of par value
|
|
14,887
|
|
|
14,807
|
|
||
Retained deficit
|
|
(9,649
|
)
|
|
(7,960
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(339
|
)
|
|
(442
|
)
|
||
Treasury stock, at cost (35 million shares of common stock)
|
|
(1,041
|
)
|
|
(1,041
|
)
|
||
Total stockholders’ equity
|
|
4,643
|
|
|
6,148
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
|
9,403
|
|
|
10,077
|
|
||
Total equity
|
|
14,046
|
|
|
16,225
|
|
||
Total liabilities and equity
|
|
$
|
46,835
|
|
|
$
|
49,020
|
|
|
The Williams Companies, Inc., Stockholders
|
|
|
|
|
||||||||||||||||||||||||||
|
Common
Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||
Balance – December 31, 2013
|
$
|
718
|
|
|
$
|
11,599
|
|
|
$
|
(6,248
|
)
|
|
$
|
(164
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
4,864
|
|
|
$
|
4,057
|
|
|
$
|
8,921
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
2,114
|
|
|
—
|
|
|
—
|
|
|
2,114
|
|
|
225
|
|
|
2,339
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(157
|
)
|
|
—
|
|
|
(157
|
)
|
|
(19
|
)
|
|
(176
|
)
|
||||||||
Issuance of common stock for acquisition of business (Note 15)
|
61
|
|
|
3,317
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,378
|
|
|
—
|
|
|
3,378
|
|
||||||||
Noncontrolling interest resulting from acquisition of business (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,502
|
|
|
7,502
|
|
||||||||
Cash dividends – common stock (Note 15)
|
—
|
|
|
—
|
|
|
(1,412
|
)
|
|
—
|
|
|
—
|
|
|
(1,412
|
)
|
|
—
|
|
|
(1,412
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(840
|
)
|
|
(840
|
)
|
||||||||
Stock-based compensation and related common stock issuances, net of tax
|
3
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
88
|
|
||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
55
|
|
||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(93
|
)
|
|
137
|
|
|
44
|
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
340
|
|
|
340
|
|
||||||||
Deconsolidation of Bluegrass Pipeline (Note 6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
(63
|
)
|
||||||||
Other
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
1
|
|
|
(4
|
)
|
||||||||
Net increase (decrease) in equity
|
64
|
|
|
3,326
|
|
|
700
|
|
|
(177
|
)
|
|
—
|
|
|
3,913
|
|
|
7,338
|
|
|
11,251
|
|
||||||||
Balance – December 31, 2014
|
782
|
|
|
14,925
|
|
|
(5,548
|
)
|
|
(341
|
)
|
|
(1,041
|
)
|
|
8,777
|
|
|
11,395
|
|
|
20,172
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
(743
|
)
|
|
(1,314
|
)
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
|
—
|
|
|
(101
|
)
|
|
(70
|
)
|
|
(171
|
)
|
||||||||
Cash dividends – common stock (Note 15)
|
—
|
|
|
—
|
|
|
(1,836
|
)
|
|
—
|
|
|
—
|
|
|
(1,836
|
)
|
|
—
|
|
|
(1,836
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(942
|
)
|
|
(942
|
)
|
||||||||
Stock-based compensation and related common stock issuances, net of tax
|
2
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
59
|
|
||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
(160
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(160
|
)
|
|
254
|
|
|
94
|
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|
111
|
|
||||||||
Other
|
—
|
|
|
14
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
9
|
|
|
13
|
|
|
22
|
|
||||||||
Net increase (decrease) in equity
|
2
|
|
|
(118
|
)
|
|
(2,412
|
)
|
|
(101
|
)
|
|
—
|
|
|
(2,629
|
)
|
|
(1,318
|
)
|
|
(3,947
|
)
|
||||||||
Balance – December 31, 2015
|
784
|
|
|
14,807
|
|
|
(7,960
|
)
|
|
(442
|
)
|
|
(1,041
|
)
|
|
6,148
|
|
|
10,077
|
|
|
16,225
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
(424
|
)
|
|
—
|
|
|
—
|
|
|
(424
|
)
|
|
74
|
|
|
(350
|
)
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
103
|
|
|
69
|
|
|
172
|
|
||||||||
Cash dividends – common stock (Note 15)
|
—
|
|
|
—
|
|
|
(1,261
|
)
|
|
—
|
|
|
—
|
|
|
(1,261
|
)
|
|
—
|
|
|
(1,261
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(940
|
)
|
|
(940
|
)
|
||||||||
Stock-based compensation and related common stock issuances, net of tax
|
1
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
114
|
|
||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(18
|
)
|
|
(6
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
||||||||
Other
|
—
|
|
|
12
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(2
|
)
|
|
6
|
|
||||||||
Net increase (decrease) in equity
|
1
|
|
|
80
|
|
|
(1,689
|
)
|
|
103
|
|
|
—
|
|
|
(1,505
|
)
|
|
(674
|
)
|
|
(2,179
|
)
|
||||||||
Balance – December 31, 2016
|
$
|
785
|
|
|
$
|
14,887
|
|
|
$
|
(9,649
|
)
|
|
$
|
(339
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
4,643
|
|
|
$
|
9,403
|
|
|
$
|
14,046
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Millions)
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(350
|
)
|
|
$
|
(1,314
|
)
|
|
$
|
2,339
|
|
Adjustments to reconcile to net cash provided (used) by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
1,763
|
|
|
1,738
|
|
|
1,176
|
|
|||
Provision (benefit) for deferred income taxes
|
|
(26
|
)
|
|
(337
|
)
|
|
1,264
|
|
|||
Impairment of goodwill
|
|
—
|
|
|
1,098
|
|
|
—
|
|
|||
Impairment of equity-method investments
|
|
430
|
|
|
1,359
|
|
|
—
|
|
|||
Impairment of and net (gain) loss on sale of assets and businesses
|
|
918
|
|
|
215
|
|
|
67
|
|
|||
Amortization of stock-based awards
|
|
73
|
|
|
82
|
|
|
53
|
|
|||
Gain on remeasurement of equity-method investment
|
|
—
|
|
|
—
|
|
|
(2,544
|
)
|
|||
Cash provided (used) by changes in current assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
|
82
|
|
|
39
|
|
|
(276
|
)
|
|||
Inventories
|
|
(25
|
)
|
|
105
|
|
|
(36
|
)
|
|||
Other current assets and deferred charges
|
|
(4
|
)
|
|
4
|
|
|
(44
|
)
|
|||
Accounts payable
|
|
25
|
|
|
(90
|
)
|
|
(8
|
)
|
|||
Accrued liabilities
|
|
506
|
|
|
26
|
|
|
(203
|
)
|
|||
Other, including changes in noncurrent assets and liabilities
|
|
272
|
|
|
(247
|
)
|
|
327
|
|
|||
Net cash provided (used) by operating activities
|
|
3,664
|
|
|
2,678
|
|
|
2,115
|
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Proceeds from (payments of) commercial paper – net
|
|
(409
|
)
|
|
(306
|
)
|
|
572
|
|
|||
Proceeds from long-term debt
|
|
6,528
|
|
|
9,772
|
|
|
7,321
|
|
|||
Payments of long-term debt
|
|
(7,091
|
)
|
|
(6,516
|
)
|
|
(1,828
|
)
|
|||
Proceeds from issuance of common stock
|
|
9
|
|
|
27
|
|
|
3,416
|
|
|||
Proceeds from sale of limited partner units of consolidated partnership
|
|
114
|
|
|
59
|
|
|
55
|
|
|||
Dividends paid
|
|
(1,261
|
)
|
|
(1,836
|
)
|
|
(1,412
|
)
|
|||
Dividends and distributions paid to noncontrolling interests
|
|
(940
|
)
|
|
(942
|
)
|
|
(840
|
)
|
|||
Contributions from noncontrolling interests
|
|
29
|
|
|
111
|
|
|
340
|
|
|||
Payments for debt issuance costs
|
|
(9
|
)
|
|
(35
|
)
|
|
(40
|
)
|
|||
Special distribution from Gulfstream
|
|
—
|
|
|
396
|
|
|
—
|
|
|||
Contribution to Gulfstream for repayment of debt
|
|
(148
|
)
|
|
(248
|
)
|
|
—
|
|
|||
Other – net
|
|
—
|
|
|
(1
|
)
|
|
17
|
|
|||
Net cash provided (used) by financing activities
|
|
(3,178
|
)
|
|
481
|
|
|
7,601
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Property, plant, and equipment:
|
|
|
|
|
|
|
||||||
Capital expenditures (1)
|
|
(2,051
|
)
|
|
(3,167
|
)
|
|
(4,031
|
)
|
|||
Net proceeds from dispositions
|
|
30
|
|
|
3
|
|
|
34
|
|
|||
Proceeds from sale of businesses, net of cash divested
|
|
1,020
|
|
|
—
|
|
|
—
|
|
|||
Purchases of businesses, net of cash acquired
|
|
—
|
|
|
(112
|
)
|
|
(5,958
|
)
|
|||
Purchases of and contributions to equity-method investments
|
|
(177
|
)
|
|
(595
|
)
|
|
(482
|
)
|
|||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
|
472
|
|
|
404
|
|
|
206
|
|
|||
Other – net
|
|
290
|
|
|
168
|
|
|
74
|
|
|||
Net cash provided (used) by investing activities
|
|
(416
|
)
|
|
(3,299
|
)
|
|
(10,157
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
70
|
|
|
(140
|
)
|
|
(441
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
100
|
|
|
240
|
|
|
681
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
170
|
|
|
$
|
100
|
|
|
$
|
240
|
|
_________
|
|
|
|
|
|
|
||||||
(1) Increases to property, plant, and equipment
|
|
$
|
(1,912
|
)
|
|
$
|
(3,024
|
)
|
|
$
|
(3,916
|
)
|
Changes in related accounts payable and accrued liabilities
|
|
(139
|
)
|
|
(143
|
)
|
|
(115
|
)
|
|||
Capital expenditures
|
|
$
|
(2,051
|
)
|
|
$
|
(3,167
|
)
|
|
$
|
(4,031
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Determining whether an entity is a VIE;
|
•
|
Determining whether we are the primary beneficiary of a VIE, including evaluating which activities of the VIE most significantly impact its economic performance and the degree of power that we and our related parties have over those activities through our variable interests;
|
•
|
Identifying events that require reconsideration of whether an entity is a VIE and continuously evaluating whether we are a VIE’s primary beneficiary;
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Evaluating whether other owners in entities that are not VIEs are able to effectively participate in significant decisions that would be expected to be made in the ordinary course of business such that we do not have the power to control such entities.
|
•
|
Impairment assessments of investments, property, plant, and equipment, goodwill, and other identifiable intangible assets;
|
•
|
Litigation-related contingencies;
|
•
|
Environmental remediation obligations;
|
•
|
Realization of deferred income tax assets;
|
•
|
Depreciation and/or amortization of equity-method investment basis differences;
|
•
|
Asset retirement obligations;
|
•
|
Pension and postretirement valuation variables;
|
•
|
Acquisition related purchase price allocations.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
Current assets reported within
Other current assets and deferred charges
|
$
|
91
|
|
|
$
|
84
|
|
Noncurrent assets reported within
Regulatory assets, deferred charges, and other
|
387
|
|
|
370
|
|
||
Total regulated assets
|
$
|
478
|
|
|
$
|
454
|
|
|
|
|
|
||||
Current liabilities reported within
Accrued liabilities
|
$
|
11
|
|
|
$
|
4
|
|
Noncurrent liabilities reported within
Regulatory liabilities, deferred income, and other
|
498
|
|
|
434
|
|
||
Total regulated liabilities
|
$
|
509
|
|
|
$
|
438
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
Derivative Treatment
|
|
Accounting Method
|
Normal purchases and normal sales exception
|
|
Accrual accounting
|
Designated in a qualifying hedging relationship
|
|
Hedge accounting
|
All other derivatives
|
|
Mark-to-market accounting
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
December 31,
|
||
|
|
2014
|
||
|
|
(Millions)
|
||
Total revenues
|
|
$
|
8,181
|
|
Net income (loss) attributable to The Williams Companies, Inc.
|
|
$
|
622
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
Income (loss) before income taxes of disposal group
|
$
|
(98
|
)
|
|
$
|
17
|
|
Income (loss) before income taxes of disposal group attributable to The Williams Companies, Inc.
|
(95
|
)
|
|
15
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
|
|
||||||
|
2016
|
|
2015
|
|
Classification
|
||||
|
(Millions)
|
|
|
||||||
Assets (liabilities):
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
145
|
|
|
$
|
73
|
|
|
Cash and cash equivalents
|
Trade accounts and other receivables
–
net
|
925
|
|
|
1,026
|
|
|
Trade accounts and other receivables
|
||
Inventories
|
138
|
|
|
127
|
|
|
Inventories
|
||
Other current assets
|
205
|
|
|
190
|
|
|
Other current assets and deferred charges
|
||
Investments
|
6,701
|
|
|
7,336
|
|
|
Investments
|
||
Property, plant, and equipment
–
net
|
28,021
|
|
|
28,593
|
|
|
Property, plant, and equipment – net
|
||
Intangible assets
–
net
|
9,662
|
|
|
10,016
|
|
|
Intangible assets – net of accumulated amortization
|
||
Regulatory assets, deferred charges, and other noncurrent assets
|
467
|
|
|
479
|
|
|
Regulatory assets, deferred charges, and other
|
||
Accounts payable
|
(589
|
)
|
|
(625
|
)
|
|
Accounts payable
|
||
Accrued liabilities including current asset retirement obligations
|
(1,122
|
)
|
|
(757
|
)
|
|
Accrued liabilities
|
||
Commercial paper
|
(93
|
)
|
|
(499
|
)
|
|
Commercial paper
|
||
Long-term debt due within one year
|
(785
|
)
|
|
(176
|
)
|
|
Long-term debt due within one year
|
||
Long-term debt
|
(17,685
|
)
|
|
(19,001
|
)
|
|
Long-term debt
|
||
Deferred income tax liabilities
|
(20
|
)
|
|
(119
|
)
|
|
Deferred income tax liabilities
|
||
Noncurrent asset retirement obligations
|
(798
|
)
|
|
(857
|
)
|
|
Regulatory liabilities, deferred income, and other
|
||
Regulatory liabilities, deferred income, and other noncurrent liabilities
|
(1,860
|
)
|
|
(1,066
|
)
|
|
Regulatory liabilities, deferred income, and other
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
Years Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(Millions)
|
||||||
Williams Partners
|
|
|
|
|
||||
Appalachia Midstream Investments
|
|
$
|
294
|
|
|
$
|
562
|
|
DBJV
|
|
59
|
|
|
503
|
|
||
Laurel Mountain
|
|
50
|
|
|
45
|
|
||
UEOM
|
|
—
|
|
|
241
|
|
||
Ranch Westex
|
|
24
|
|
|
—
|
|
||
Other
|
|
3
|
|
|
8
|
|
||
|
|
$
|
430
|
|
|
$
|
1,359
|
|
•
|
Write-offs of capitalized project development costs on our discontinued investments in Bluegrass Pipeline Company LLC (Bluegrass) of
$67 million
and Moss Lake Fractionation LLC and Moss Lake LPG Terminal LLC (collectively referred to as Moss Lake) of
$4 million
;
|
•
|
A
$7 million
equity loss recognized from our interest in ACMP that was accounted for under the equity-method of accounting for the first six months of the year, including
$19 million
of equity losses associated with certain compensation-related costs at ACMP that were triggered by the acquisition and
$30 million
noncash amortization of the difference between the cost of our investment and our underlying share of the net assets for the first six months of the year.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Ownership Interest at December 31, 2016
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
|||||
|
|
|
(Millions)
|
||||||
Equity-method investments:
|
|
|
|
|
|
||||
Appalachia Midstream Investments
|
(1)
|
|
$
|
2,062
|
|
|
$
|
2,464
|
|
UEOM
|
62%
|
|
1,448
|
|
|
1,525
|
|
||
DBJV
|
50%
|
|
988
|
|
|
977
|
|
||
Discovery
|
60%
|
|
572
|
|
|
602
|
|
||
OPPL
|
50%
|
|
430
|
|
|
445
|
|
||
Caiman II
|
58%
|
|
426
|
|
|
418
|
|
||
Laurel Mountain
|
69%
|
|
324
|
|
|
391
|
|
||
Gulfstream
|
50%
|
|
261
|
|
|
293
|
|
||
Other
|
Various
|
|
190
|
|
|
221
|
|
||
|
|
|
$
|
6,701
|
|
|
$
|
7,336
|
|
(1)
|
Includes equity-method investments in multiple gathering systems in the Marcellus Shale with an approximate average
41 percent
interest.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
DBJV
|
$
|
105
|
|
|
$
|
57
|
|
|
$
|
20
|
|
Appalachia Midstream Investments
|
28
|
|
|
93
|
|
|
84
|
|
|||
Caiman II
|
22
|
|
|
—
|
|
|
175
|
|
|||
UEOM
|
—
|
|
|
357
|
|
|
57
|
|
|||
Discovery
|
—
|
|
|
35
|
|
|
106
|
|
|||
Other
|
22
|
|
|
53
|
|
|
40
|
|
|||
|
$
|
177
|
|
|
$
|
595
|
|
|
$
|
482
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
Appalachia Midstream Investments
|
$
|
211
|
|
|
$
|
219
|
|
|
$
|
130
|
|
Discovery
|
141
|
|
|
116
|
|
|
36
|
|
|||
Gulfstream
|
100
|
|
|
88
|
|
|
81
|
|
|||
UEOM
|
92
|
|
|
42
|
|
|
—
|
|
|||
OPPL
|
69
|
|
|
45
|
|
|
27
|
|
|||
Caiman II
|
40
|
|
|
33
|
|
|
13
|
|
|||
DBJV
|
39
|
|
|
33
|
|
|
—
|
|
|||
Laurel Mountain
|
28
|
|
|
31
|
|
|
39
|
|
|||
ACMP
|
—
|
|
|
—
|
|
|
64
|
|
|||
Other
|
22
|
|
|
26
|
|
|
50
|
|
|||
|
$
|
742
|
|
|
$
|
633
|
|
|
$
|
440
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
Assets (liabilities):
|
|
|
|
||||
Current assets
|
$
|
508
|
|
|
$
|
773
|
|
Noncurrent assets
|
9,695
|
|
|
9,549
|
|
||
Current liabilities
|
(412
|
)
|
|
(633
|
)
|
||
Noncurrent liabilities
|
(1,484
|
)
|
|
(1,450
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
Williams Partners
|
|
|
|
|
|
||||||
Loss on sale of Canadian operations (Note 3)
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of regulatory assets associated with asset retirement obligations
|
33
|
|
|
33
|
|
|
33
|
|
|||
Accrual of regulatory liability related to overcollection of certain employee expenses
|
25
|
|
|
20
|
|
|
14
|
|
|||
Project development costs related to Constitution (Note 4)
|
28
|
|
|
—
|
|
|
—
|
|
|||
Net foreign currency exchange (gains) losses (1)
|
10
|
|
|
(10
|
)
|
|
(3
|
)
|
|||
Contingency gain settlement (2)
|
—
|
|
|
—
|
|
|
(154
|
)
|
|||
Net gain related to partial acreage dedication release
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||
Gain on asset retirement
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||
Loss related to sale of certain assets
|
—
|
|
|
—
|
|
|
10
|
|
|||
Williams NGL & Petchem Services
|
|
|
|
|
|
||||||
Loss on sale of Canadian operations (Note 3)
|
32
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of unused pipe
|
(10
|
)
|
|
—
|
|
|
—
|
|
(1)
|
Primarily relates to gains and losses incurred on foreign currency transactions and the remeasurement of U.S. dollar-denominated current assets and liabilities within our former Canadian operations (see
Note 3 – Divestiture
).
|
(2)
|
In November 2014, we settled a claim arising from the resolution of a contingent gain related to claims associated with the purchase of a business in a prior period. Pursuant to the settlement, we received $154 million in cash, all of which was recognized as a gain in the fourth quarter of 2014.
|
•
|
Selling, general, and administrative expenses
includes
$26 million
in 2015 and
$27 million
in 2014 (including
$16 million
of acquisition costs) primarily related to professional advisory fees within the Williams Partners segment.
|
•
|
Selling, general, and administrative expenses
includes
$9 million
in 2015 and
$15 million
in 2014 of related employee transition costs within the Williams Partners segment and
$32 million
in 2015 and
$10 million
in 2014 of general corporate expenses associated with integration and realignment of resources within the Other segment.
|
•
|
Operating and maintenance expenses
includes
$12 million
in 2015 and
$15 million
in 2014 primarily related to employee transition costs within the Williams Partners segment.
|
•
|
Interest incurred
includes transaction-related financing costs of
$2 million
in 2015 from the merger and
$9 million
in 2014 from the acquisition.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Service revenues
includes
$173 million
associated with the amortization of deferred income related to the restructuring of certain gas gathering contracts in the Barnett Shale and Mid-Continent regions within the Williams Partners segment.
Service revenues
also includes
$58 million
,
$239 million
, and
$167 million
recognized in the fourth quarter of 2016, 2015, and 2014, respectively, from minimum volume commitment fees
in the Barnett Shale and Mid-Continent regions within the Williams Partners segment.
|
•
|
Selling, general, and administrative expenses
and
Operating and maintenance expenses
include
$42 million
in 2016 of severance and other related costs.
|
•
|
Other income (expense) – net
below
Operating income (loss)
includes
$89 million
,
$95 million
, and
$44 million
for equity AFUDC for 2016, 2015, and 2014, respectively, primarily within the Williams Partners segment.
|
•
|
Other income (expense) – net
below
Operating income (loss)
includes a
$14 million
gain in 2015 resulting from the early retirement of certain debt within the Williams Partners segment.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(9
|
)
|
State
|
2
|
|
|
(7
|
)
|
|
2
|
|
|||
Foreign
|
(1
|
)
|
|
(55
|
)
|
|
10
|
|
|||
|
1
|
|
|
(62
|
)
|
|
3
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(6
|
)
|
|
(317
|
)
|
|
1,108
|
|
|||
State
|
61
|
|
|
(25
|
)
|
|
119
|
|
|||
Foreign
|
(81
|
)
|
|
5
|
|
|
19
|
|
|||
|
(26
|
)
|
|
(337
|
)
|
|
1,246
|
|
|||
Provision (benefit) for income taxes
|
$
|
(25
|
)
|
|
$
|
(399
|
)
|
|
$
|
1,249
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
Provision (benefit) at statutory rate
|
$
|
(131
|
)
|
|
$
|
(600
|
)
|
|
$
|
1,255
|
|
Increases (decreases) in taxes resulting from:
|
|
|
|
|
|
||||||
Impact of nontaxable noncontrolling interests
|
(22
|
)
|
|
263
|
|
|
(75
|
)
|
|||
State income taxes (net of federal benefit)
|
3
|
|
|
(21
|
)
|
|
82
|
|
|||
State deferred income tax rate change
|
43
|
|
|
—
|
|
|
—
|
|
|||
Foreign operations – net (Including tax effect of Canadian Sale)
|
78
|
|
|
8
|
|
|
(11
|
)
|
|||
Taxes on undistributed earnings of foreign subsidiaries – net
|
—
|
|
|
—
|
|
|
(37
|
)
|
|||
Translation adjustment of certain unrecognized tax benefits
|
(1
|
)
|
|
(71
|
)
|
|
—
|
|
|||
Other – net
|
5
|
|
|
22
|
|
|
35
|
|
|||
Provision (benefit) for income taxes
|
$
|
(25
|
)
|
|
$
|
(399
|
)
|
|
$
|
1,249
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
Deferred income tax liabilities:
|
|
|
|
||||
Property, plant, and equipment
|
$
|
—
|
|
|
$
|
4
|
|
Investments
|
5,300
|
|
|
5,272
|
|
||
Other
|
29
|
|
|
15
|
|
||
Total deferred income tax liabilities
|
5,329
|
|
|
5,291
|
|
||
Deferred income tax assets:
|
|
|
|
||||
Accrued liabilities
|
145
|
|
|
150
|
|
||
Minimum tax credits
|
139
|
|
|
139
|
|
||
Foreign tax credit
|
140
|
|
|
193
|
|
||
Federal loss carryovers
|
651
|
|
|
485
|
|
||
State losses and credits
|
313
|
|
|
296
|
|
||
Other
|
37
|
|
|
42
|
|
||
Total deferred income tax assets
|
1,425
|
|
|
1,305
|
|
||
Less valuation allowance
|
334
|
|
|
190
|
|
||
Net deferred income tax assets
|
1,091
|
|
|
1,115
|
|
||
Overall net deferred income tax liabilities
|
$
|
4,238
|
|
|
$
|
4,176
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
Balance at beginning of period
|
$
|
55
|
|
|
$
|
89
|
|
Additions for tax positions of prior years
|
—
|
|
|
2
|
|
||
Reductions for tax positions of prior years
|
(4
|
)
|
|
—
|
|
||
Changes due to currency translation
|
(1
|
)
|
|
(36
|
)
|
||
Balance at end of period
|
$
|
50
|
|
|
$
|
55
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollars in millions, except per-share
amounts; shares in thousands)
|
||||||||||
Income (loss) from continuing operations attributable to The Williams Companies, Inc. available to common stockholders for basic and diluted earnings (loss) per common share
|
$
|
(424
|
)
|
|
$
|
(571
|
)
|
|
$
|
2,110
|
|
Basic weighted-average shares
|
750,673
|
|
|
749,271
|
|
|
719,325
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Nonvested restricted stock units
|
—
|
|
|
—
|
|
|
2,234
|
|
|||
Stock options
|
—
|
|
|
—
|
|
|
2,064
|
|
|||
Convertible debentures
|
—
|
|
|
—
|
|
|
18
|
|
|||
Diluted weighted-average shares (1)
|
750,673
|
|
|
749,271
|
|
|
723,641
|
|
|||
Earnings (loss) per common share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
|
$
|
2.93
|
|
Diluted
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
|
$
|
2.91
|
|
|
(1)
|
For the years ended December 31, 2016 and December 31, 2015,
0.6 million
and
1.7 million
weighted-average nonvested restricted stock units, and
0.5 million
and
1.5 million
weighted-average stock options have been excluded from the computation of diluted earnings (loss) per common share as their inclusion would be antidilutive due to our loss from continuing operations attributable to The Williams Companies, Inc.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Millions)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
1,464
|
|
|
$
|
1,544
|
|
|
$
|
202
|
|
|
$
|
233
|
|
Service cost
|
54
|
|
|
59
|
|
|
1
|
|
|
2
|
|
||||
Interest cost
|
62
|
|
|
58
|
|
|
8
|
|
|
9
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Benefits paid
|
(130
|
)
|
|
(101
|
)
|
|
(15
|
)
|
|
(13
|
)
|
||||
Actuarial loss (gain)
|
20
|
|
|
(91
|
)
|
|
(1
|
)
|
|
(31
|
)
|
||||
Settlements
|
(4
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
Net increase (decrease) in benefit obligation
|
2
|
|
|
(80
|
)
|
|
(5
|
)
|
|
(31
|
)
|
||||
Benefit obligation at end of year
|
1,466
|
|
|
1,464
|
|
|
197
|
|
|
202
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
1,241
|
|
|
1,293
|
|
|
201
|
|
|
208
|
|
||||
Actual return on plan assets
|
82
|
|
|
(11
|
)
|
|
13
|
|
|
(1
|
)
|
||||
Employer contributions
|
65
|
|
|
65
|
|
|
7
|
|
|
5
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Benefits paid
|
(130
|
)
|
|
(101
|
)
|
|
(15
|
)
|
|
(13
|
)
|
||||
Settlements
|
(4
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
Net increase (decrease) in fair value of plan assets
|
13
|
|
|
(52
|
)
|
|
7
|
|
|
(7
|
)
|
||||
Fair value of plan assets at end of year
|
1,254
|
|
|
1,241
|
|
|
208
|
|
|
201
|
|
||||
Funded status — overfunded (underfunded)
|
$
|
(212
|
)
|
|
$
|
(223
|
)
|
|
$
|
11
|
|
|
$
|
(1
|
)
|
Accumulated benefit obligation
|
$
|
1,440
|
|
|
$
|
1,432
|
|
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
Underfunded pension plans:
|
|
|
|
||||
Current liabilities
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
Noncurrent liabilities
|
(210
|
)
|
|
(221
|
)
|
||
Overfunded (underfunded) other postretirement benefit plans:
|
|
|
|
||||
Current liabilities
|
(7
|
)
|
|
(7
|
)
|
||
Noncurrent assets (liabilities)
|
18
|
|
|
6
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(Millions)
|
||||||||||||||
Amounts included in
Accumulated other comprehensive income (loss)
:
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
11
|
|
Net actuarial loss
|
(535
|
)
|
|
(544
|
)
|
|
(18
|
)
|
|
(18
|
)
|
||||
Amounts included in regulatory liabilities associated with Transco and Northwest Pipeline:
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
N/A
|
|
|
N/A
|
|
|
$
|
10
|
|
|
$
|
19
|
|
||
Net actuarial gain
|
N/A
|
|
|
N/A
|
|
|
8
|
|
|
6
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
54
|
|
|
$
|
59
|
|
|
$
|
40
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
62
|
|
|
58
|
|
|
62
|
|
|
8
|
|
|
9
|
|
|
10
|
|
||||||
Expected return on plan assets
|
(85
|
)
|
|
(75
|
)
|
|
(76
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|
(12
|
)
|
||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(17
|
)
|
|
(20
|
)
|
||||||
Amortization of net actuarial loss
|
30
|
|
|
42
|
|
|
39
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Net actuarial (gain) loss from settlements and curtailments
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Reclassification to regulatory liability
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
3
|
|
|
4
|
|
||||||
Net periodic benefit cost
|
$
|
63
|
|
|
$
|
86
|
|
|
$
|
66
|
|
|
$
|
(14
|
)
|
|
$
|
(13
|
)
|
|
$
|
(17
|
)
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Other changes in plan assets and benefit obligations recognized in
Other comprehensive income (loss)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain (loss)
|
$
|
(23
|
)
|
|
$
|
5
|
|
|
$
|
(142
|
)
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
(18
|
)
|
Prior service (cost) credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
(8
|
)
|
||||||
Amortization of net actuarial loss
|
30
|
|
|
42
|
|
|
39
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Loss from settlements and curtailments
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Other changes in plan assets and benefit obligations recognized in
Other comprehensive income (loss)
|
$
|
9
|
|
|
$
|
49
|
|
|
$
|
(102
|
)
|
|
$
|
(6
|
)
|
|
$
|
4
|
|
|
$
|
(26
|
)
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(Millions)
|
||||||||||
Other changes in plan assets and benefit obligations recognized in
regulatory (assets) liabilities:
|
|
|
|
|
|
|
||||||
Net actuarial gain (loss)
|
|
$
|
2
|
|
|
$
|
10
|
|
|
$
|
(2
|
)
|
Amortization of prior service credit
|
|
(9
|
)
|
|
(11
|
)
|
|
(12
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
(Millions)
|
||||||
Amounts included in
Accumulated other comprehensive income (loss)
:
|
|
|
|
||||
Prior service credit
|
$
|
—
|
|
|
$
|
(5
|
)
|
Net actuarial loss
|
28
|
|
|
—
|
|
||
Amounts included in regulatory liabilities associated with Transco and Northwest Pipeline:
|
|
|
|
||||
Prior service credit
|
N/A
|
|
|
$
|
(8
|
)
|
|
Net actuarial loss
|
N/A
|
|
|
—
|
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Discount rate
|
4.17
|
%
|
|
4.38
|
%
|
|
4.27
|
%
|
|
4.50
|
%
|
Rate of compensation increase
|
4.87
|
|
|
4.88
|
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
4.37
|
%
|
|
3.96
|
%
|
|
4.68
|
%
|
|
4.50
|
%
|
|
4.12
|
%
|
|
4.80
|
%
|
Expected long-term rate of return on plan assets
|
6.85
|
|
|
6.38
|
|
|
6.85
|
|
|
6.11
|
|
|
5.70
|
|
|
6.11
|
|
Rate of compensation increase
|
4.88
|
|
|
4.62
|
|
|
4.56
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Point increase
|
|
Point decrease
|
||||
|
(Millions)
|
||||||
Effect on total of service and interest cost components
|
$
|
—
|
|
|
$
|
—
|
|
Effect on other postretirement benefit obligation
|
6
|
|
|
(5
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2016
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Pension assets:
|
|
|
|
|
|
|
|
||||||||
Cash management fund
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
87
|
|
|
—
|
|
|
—
|
|
|
87
|
|
||||
U.S. small cap
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
||||
Fixed income securities (1):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||
Government and municipal bonds
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Mortgage and asset-backed securities
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
||||
Corporate bonds
|
—
|
|
|
148
|
|
|
—
|
|
|
148
|
|
||||
Insurance company investment contracts and other
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
|
$
|
246
|
|
|
$
|
243
|
|
|
$
|
—
|
|
|
489
|
|
|
Commingled investment funds measured at net asset value practical expedient (3):
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap
|
|
|
|
|
|
|
369
|
|
|||||||
Equities — International small cap
|
|
|
|
|
|
|
27
|
|
|||||||
Equities — International emerging markets
|
|
|
|
|
|
|
50
|
|
|||||||
Equities — International developed markets
|
|
|
|
|
|
|
149
|
|
|||||||
Fixed income — U.S. long duration
|
|
|
|
|
|
|
88
|
|
|||||||
Fixed income — Corporate bonds
|
|
|
|
|
|
|
82
|
|
|||||||
Total assets at fair value at December 31, 2016
|
|
|
|
|
|
|
$
|
1,254
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2015
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Pension assets:
|
|
|
|
|
|
|
|
||||||||
Cash management fund
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
83
|
|
|
—
|
|
|
—
|
|
|
83
|
|
||||
U.S. small cap
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
||||
Fixed income securities (1):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
65
|
|
|
—
|
|
|
—
|
|
|
65
|
|
||||
Government and municipal bonds
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
Mortgage and asset-backed securities
|
—
|
|
|
87
|
|
|
—
|
|
|
87
|
|
||||
Corporate bonds
|
—
|
|
|
145
|
|
|
—
|
|
|
145
|
|
||||
Insurance company investment contracts and other
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
|
$
|
220
|
|
|
$
|
245
|
|
|
$
|
—
|
|
|
465
|
|
|
Commingled investment funds measured at net asset value practical expedient (3):
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap
|
|
|
|
|
|
|
367
|
|
|||||||
Equities — International small cap
|
|
|
|
|
|
|
27
|
|
|||||||
Equities — International emerging markets
|
|
|
|
|
|
|
50
|
|
|||||||
Equities — International developed markets
|
|
|
|
|
|
|
153
|
|
|||||||
Fixed income — U.S. long duration
|
|
|
|
|
|
|
95
|
|
|||||||
Fixed income — Corporate bonds
|
|
|
|
|
|
|
84
|
|
|||||||
Total assets at fair value at December 31, 2015
|
|
|
|
|
|
|
$
|
1,241
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2016
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Other postretirement benefit assets:
|
|
|
|
|
|
|
|
||||||||
Cash management funds
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||
U.S. small cap
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||
International developed markets large cap growth
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
Fixed income securities (2):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Government and municipal bonds
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Mortgage and asset-backed securities
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
Corporate bonds
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
Mutual fund — Municipal bonds
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||
|
$
|
99
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
128
|
|
|
Commingled investment funds measured at net asset value practical expedient (3):
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap
|
|
|
|
|
|
|
38
|
|
|||||||
Equities — International small cap
|
|
|
|
|
|
|
3
|
|
|||||||
Equities — International emerging markets
|
|
|
|
|
|
|
5
|
|
|||||||
Equities — International developed markets
|
|
|
|
|
|
|
16
|
|
|||||||
Fixed income — U.S. long duration
|
|
|
|
|
|
|
9
|
|
|||||||
Fixed income — Corporate bonds
|
|
|
|
|
|
|
9
|
|
|||||||
Total assets at fair value at December 31, 2016
|
|
|
|
|
|
|
$
|
208
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2015
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Other postretirement benefit assets:
|
|
|
|
|
|
|
|
||||||||
Cash management funds
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
||||
U.S. small cap
|
20
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||
International developed markets large cap growth
|
1
|
|
|
9
|
|
|
—
|
|
|
10
|
|
||||
Emerging markets growth
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Fixed income securities (2):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Government and municipal bonds
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||
Mortgage and asset-backed securities
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Corporate bonds
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
|
$
|
76
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
122
|
|
|
Commingled investment funds measured at net asset value practical expedient (3):
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap
|
|
|
|
|
|
|
37
|
|
|||||||
Equities — International small cap
|
|
|
|
|
|
|
3
|
|
|||||||
Equities — International emerging markets
|
|
|
|
|
|
|
5
|
|
|||||||
Equities — International developed markets
|
|
|
|
|
|
|
16
|
|
|||||||
Fixed income — U.S. long duration
|
|
|
|
|
|
|
10
|
|
|||||||
Fixed income — Corporate bonds
|
|
|
|
|
|
|
8
|
|
|||||||
Total assets at fair value at December 31, 2015
|
|
|
|
|
|
|
$
|
201
|
|
||||||
|
|
|
|
|
|
|
|
(1)
|
The weighted-average credit quality rating of the pension assets fixed income security portfolio is investment grade with a weighted-average duration of approximately
8
years for
2016
and
2015
.
|
(2)
|
The weighted-average credit quality rating of the other postretirement benefit assets fixed income security portfolio is investment grade with a weighted-average duration of approximately
8
years for
2016
and
7
years for
2015
.
|
(3)
|
The stated intents of the funds vary based on each commingled fund’s investment objective. These objectives generally include strategies to replicate or outperform various market indices. Certain standard withdrawal restrictions generally apply, which may include redemption notification period restrictions ranging from
10
to
30
days. Additionally, the fund managers retain the right to restrict withdrawals from and/or purchases into the funds so as not to disadvantage other investors in the funds. Generally, the funds also reserve the right to make all or a portion of the redemption in-kind rather than in cash or a combination of cash and in-kind.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
(Millions)
|
||||||
2017
|
$
|
99
|
|
|
$
|
13
|
|
2018
|
103
|
|
|
13
|
|
||
2019
|
103
|
|
|
13
|
|
||
2020
|
106
|
|
|
13
|
|
||
2021
|
111
|
|
|
13
|
|
||
2022-2026
|
562
|
|
|
62
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
|
|
|
|
|
|
||||
|
Estimated
Useful Life (1)
(Years)
|
|
Depreciation
Rates (1)
(%)
|
|
December 31,
|
||||||
2016
|
|
2015
|
|||||||||
|
|
|
|
|
(Millions)
|
||||||
Nonregulated:
|
|
|
|
|
|
|
|
||||
Natural gas gathering and processing facilities
|
5 - 40
|
|
|
|
$
|
20,413
|
|
|
$
|
20,789
|
|
Construction in progress
|
Not applicable
|
|
|
|
412
|
|
|
1,366
|
|
||
Other
|
2 - 45
|
|
|
|
2,202
|
|
|
2,170
|
|
||
Regulated:
|
|
|
|
|
|
|
|
||||
Natural gas transmission facilities
|
|
|
1.20 - 6.97
|
|
12,692
|
|
|
12,189
|
|
||
Construction in progress
|
Not applicable
|
|
Not applicable
|
|
1,603
|
|
|
941
|
|
||
Other
|
5 - 45
|
|
1.35 - 33.33
|
|
1,590
|
|
|
1,584
|
|
||
Total property, plant, and equipment, at cost
|
|
|
|
|
38,912
|
|
|
39,039
|
|
||
Accumulated depreciation and amortization
|
|
|
|
|
(10,484
|
)
|
|
(9,460
|
)
|
||
Property, plant, and equipment — net
|
|
|
|
|
$
|
28,428
|
|
|
$
|
29,579
|
|
(1)
|
Estimated useful life and depreciation rates are presented as of December 31,
2016
. Depreciation rates and estimated useful lives for regulated assets are prescribed by the FERC.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
(1)
|
Several factors are considered in the annual review process, including inflation rates, current estimates for removal cost, market risk premiums, discount rates, and the estimated remaining useful life of the assets. The 2016 revisions reflect changes in removal cost estimates, increases in the estimated remaining useful life of certain assets, and decreases in the inflation rate and discount rates used in the annual review process. The 2015 revisions reflect changes in removal cost estimates and the estimated remaining useful life of assets, a decrease in the inflation rate, and increases in the discount rates used in the annual review process.
|
|
Williams Partners
|
||
|
(Millions)
|
||
December 31, 2014
|
$
|
1,120
|
|
Purchase accounting adjustment
|
25
|
|
|
Impairment
|
(1,098
|
)
|
|
December 31, 2015
|
$
|
47
|
|
December 31, 2016
|
$
|
47
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2016
|
|
2015
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
|
(Millions)
|
||||||||||||||
Contractual customer relationships
|
$
|
10,635
|
|
|
$
|
(1,019
|
)
|
|
$
|
10,633
|
|
|
$
|
(663
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
Deferred income
|
$
|
338
|
|
|
$
|
94
|
|
Interest on debt
|
310
|
|
|
284
|
|
||
Employee costs
|
223
|
|
|
215
|
|
||
Refundable deposits
|
160
|
|
|
—
|
|
||
Special distribution repayable to Gulfstream (See Note 6 - Investing Activities)
|
—
|
|
|
149
|
|
||
Asset retirement obligations
|
61
|
|
|
57
|
|
||
Other, including other loss contingencies
|
356
|
|
|
279
|
|
||
|
$
|
1,448
|
|
|
$
|
1,078
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
Unsecured:
|
|
|
|
||||
Transco:
|
|
|
|
||||
6.4% Notes due 2016 (1)
|
$
|
—
|
|
|
$
|
200
|
|
6.05% Notes due 2018
|
250
|
|
|
250
|
|
||
7.08% Debentures due 2026
|
8
|
|
|
8
|
|
||
7.25% Debentures due 2026
|
200
|
|
|
200
|
|
||
7.85% Notes due 2026
|
1,000
|
|
|
—
|
|
||
5.4% Notes due 2041
|
375
|
|
|
375
|
|
||
4.45% Notes due 2042
|
400
|
|
|
400
|
|
||
Northwest Pipeline:
|
|
|
|
||||
7% Notes due 2016
|
—
|
|
|
175
|
|
||
5.95% Notes due 2017
|
185
|
|
|
185
|
|
||
6.05% Notes due 2018
|
250
|
|
|
250
|
|
||
7.125% Debentures due 2025
|
85
|
|
|
85
|
|
||
WPZ:
|
|
|
|
||||
7.25% Notes due 2017
|
600
|
|
|
600
|
|
||
5.25% Notes due 2020
|
1,500
|
|
|
1,500
|
|
||
4.125% Notes due 2020
|
600
|
|
|
600
|
|
||
4% Notes due 2021
|
500
|
|
|
500
|
|
||
3.6% Notes due 2022
|
1,250
|
|
|
1,250
|
|
||
3.35% Notes due 2022
|
750
|
|
|
750
|
|
||
6.125% Notes due 2022
|
750
|
|
|
750
|
|
||
4.5% Notes due 2023
|
600
|
|
|
600
|
|
||
4.875% Notes due 2023
|
1,400
|
|
|
1,400
|
|
||
4.3% Notes due 2024
|
1,000
|
|
|
1,000
|
|
||
4.875% Notes due 2024
|
750
|
|
|
750
|
|
||
3.9% Notes due 2025
|
750
|
|
|
750
|
|
||
4% Notes due 2025
|
750
|
|
|
750
|
|
||
6.3% Notes due 2040
|
1,250
|
|
|
1,250
|
|
||
5.8% Notes due 2043
|
400
|
|
|
400
|
|
||
5.4% Notes due 2044
|
500
|
|
|
500
|
|
||
4.9% Notes due 2045
|
500
|
|
|
500
|
|
||
5.1% Notes due 2045
|
1,000
|
|
|
1,000
|
|
||
Term Loan, variable interest rate, due 2018
|
850
|
|
|
850
|
|
||
Credit facility loans
|
—
|
|
|
1,310
|
|
||
WMB:
|
|
|
|
||||
7.875% Notes due 2021
|
371
|
|
|
371
|
|
||
3.7% Notes due 2023
|
850
|
|
|
850
|
|
||
4.55% Notes due 2024
|
1,250
|
|
|
1,250
|
|
||
7.5% Debentures due 2031
|
339
|
|
|
339
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
7.75% Notes due 2031
|
252
|
|
|
252
|
|
||
8.75% Notes due 2032
|
445
|
|
|
445
|
|
||
5.75% Notes due 2044
|
650
|
|
|
650
|
|
||
Various — 5.5% to 10.25% Notes and Debentures due 2019 to 2033
|
55
|
|
|
55
|
|
||
Credit facility loans
|
775
|
|
|
650
|
|
||
Capital lease obligations
|
—
|
|
|
1
|
|
||
Debt issuance costs
|
(119
|
)
|
|
(123
|
)
|
||
Net unamortized debt premium (discount)
|
88
|
|
|
110
|
|
||
Total long-term debt, including current portion
|
23,409
|
|
|
23,988
|
|
||
Long-term debt due within one year
|
(785
|
)
|
|
(176
|
)
|
||
Long-term debt
|
$
|
22,624
|
|
|
$
|
23,812
|
|
(1)
|
Presented as long-term debt at December 31, 2015, due to Transco’s intent and ability to refinance.
|
|
December 31, 2016
|
||
|
(Millions)
|
||
2017
|
$
|
785
|
|
2018
|
1,350
|
|
|
2019
|
32
|
|
|
2020
|
2,896
|
|
|
2021
|
871
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31, 2016
|
||||||
|
Available
|
|
Outstanding
|
||||
|
(Millions)
|
||||||
WMB
|
|
|
|
||||
Long-term credit facility
|
$
|
1,500
|
|
|
$
|
775
|
|
Letters of credit under certain bilateral bank agreements
|
|
|
13
|
|
|||
WPZ
|
|
|
|
||||
Long-term credit facility (1)
|
3,500
|
|
|
—
|
|
||
Letters of credit under certain bilateral bank agreements
|
|
|
1
|
|
(1)
|
In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program.
|
•
|
Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets, enter into certain affiliate transactions, make certain distributions during an event of default, make investments, and allow any material change in the nature of its business.
|
•
|
If an event of default with respect to a borrower occurs under its respective credit facility, the lenders will be able to terminate the commitments for the respective borrowers and accelerate the maturity of any loans of the defaulting borrower under the respective credit facility agreement and exercise other rights and remedies.
|
•
|
Each time funds are borrowed under our credit facility, the borrower may choose from two methods of calculating interest: a fluctuating base rate equal to the bank’s alternate base rate plus an applicable margin or a periodic fixed rate equal to LIBOR plus an applicable margin. The borrower is required to pay a commitment fee based on the unused portion of its respective credit facility. The applicable margin and the commitment fee are determined for us by reference to a pricing schedule based on our senior unsecured long-term debt ratings.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets, enter into certain affiliate transactions, make certain distributions during an event of default, enter into certain restrictive agreements, and allow any material change in the nature of its business.
|
•
|
If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments for all borrowers and accelerate the maturity of any loans of the defaulting borrower under the credit facility agreement and exercise other rights and remedies.
|
•
|
Other than swing line loans, each time funds are borrowed, the borrower must choose whether such borrowing will be an alternate base rate borrowing or a Eurodollar borrowing. If such borrowing is an alternate base rate borrowing, interest is calculated on the basis of the greater of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus one half of 1 percent and (c) a periodic fixed rate equal to the London Interbank Offered Rate (LIBOR) plus
1 percent
, plus, in the case of each of (a), (b) and (c), an applicable margin. If the borrowing is a Eurodollar borrowing, interest is calculated on the basis of LIBOR for the relevant period plus an applicable margin. Interest on swing line loans is calculated as the sum of the alternate base rate plus an applicable margin. The borrower is required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin and the commitment fee are determined for each borrower by reference to a pricing schedule based on such borrower’s senior unsecured long-term debt ratings.
|
•
|
5.75
to 1, for the quarters ending December 31, 2015, March 31, 2016 and June 30, 2016;
|
•
|
5.50
to 1, for the quarters ending September 30, 2016 and December 31, 2016;
|
•
|
5.00
to 1, for the quarter ending March 31, 2017 and each subsequent fiscal quarter, except for the the fiscal quarter and the two following fiscal quarters in which one or more acquisitions has been executed, in which case the ratio of debt to EBITDA is to be no greater than
5.5
to 1.00.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31, 2016
|
||
|
(Millions)
|
||
2017
|
$
|
62
|
|
2018
|
58
|
|
|
2019
|
51
|
|
|
2020
|
46
|
|
|
2021
|
35
|
|
|
Thereafter
|
90
|
|
|
Total
|
$
|
342
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
|
|
Pension and
Other Post
Retirement
Benefits
|
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Balance at December 31, 2015
|
$
|
(1
|
)
|
|
$
|
(103
|
)
|
|
$
|
(338
|
)
|
|
$
|
(442
|
)
|
Other comprehensive income (loss)
before reclassifications
|
2
|
|
|
25
|
|
|
(15
|
)
|
|
12
|
|
||||
Amounts reclassified from
accumulated other
comprehensive income (loss)
|
(1
|
)
|
|
76
|
|
|
16
|
|
|
91
|
|
||||
Other comprehensive income (loss)
|
1
|
|
|
101
|
|
|
1
|
|
|
103
|
|
||||
Balance at December 31, 2016
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(337
|
)
|
|
$
|
(339
|
)
|
Component
|
|
Reclassifications
|
|
Classification
|
||
|
|
(Millions)
|
|
|
||
Cash flow hedges:
|
|
|
|
|
||
Energy commodity contracts
|
|
$
|
(3
|
)
|
|
Product sales
|
Total cash flow hedges
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
||
Pension and other postretirement benefits:
|
|
|
|
|
||
Amortization of prior service cost (credit) included in net periodic benefit cost
|
|
(6
|
)
|
|
Note 10 – Employee Benefit Plans
|
|
Amortization of actuarial (gain) loss included in net periodic benefit cost
|
|
32
|
|
|
Note 10 – Employee Benefit Plans
|
|
Total pension and other postretirement benefits
|
|
26
|
|
|
|
|
Foreign currency translation:
|
|
|
|
|
||
Reclassification of cumulative foreign currency translation adjustment upon sale of foreign entities
|
|
155
|
|
|
Other (income) expense - net
|
|
|
|
|
|
|
||
Total before tax
|
|
178
|
|
|
|
|
Income tax benefit
|
|
(45
|
)
|
|
Provision (benefit) for income taxes
|
|
Net of income tax
|
|
133
|
|
|
|
|
Noncontrolling interest
|
|
(42
|
)
|
|
Net income (loss) attributable to noncontrolling interests
|
|
Reclassifications during the period
|
|
$
|
91
|
|
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
Stock Options
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(Millions)
|
|
|
|
(Millions)
|
|||||
Outstanding at December 31, 2015
|
5.7
|
|
|
$
|
31.51
|
|
|
|
||
Granted
|
0.9
|
|
|
$
|
24.99
|
|
|
|
||
Exercised
|
(0.3
|
)
|
|
$
|
17.84
|
|
|
|
||
Cancelled
|
(0.1
|
)
|
|
$
|
24.04
|
|
|
|
||
Outstanding at December 31, 2016
|
6.2
|
|
|
$
|
31.32
|
|
|
$
|
28
|
|
Exercisable at December 31, 2016
|
5.0
|
|
|
$
|
29.75
|
|
|
$
|
23
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
Total intrinsic value of options exercised
|
$
|
2
|
|
|
$
|
37
|
|
|
$
|
48
|
|
Tax benefits realized on options exercised
|
$
|
1
|
|
|
$
|
13
|
|
|
$
|
18
|
|
Cash received from the exercise of options
|
$
|
4
|
|
|
$
|
20
|
|
|
$
|
31
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted-average grant date fair value of options for our common stock granted during the year, per share
|
$
|
7.90
|
|
|
$
|
7.61
|
|
|
$
|
7.50
|
|
Weighted-average assumptions:
|
|
|
|
|
|
||||||
Dividend yield
|
3.2
|
%
|
|
4.8
|
%
|
|
4.2
|
%
|
|||
Volatility
|
44.7
|
%
|
|
27.8
|
%
|
|
28.0
|
%
|
|||
Risk-free interest rate
|
1.2
|
%
|
|
1.8
|
%
|
|
2.2
|
%
|
|||
Expected life (years)
|
6.0
|
|
|
6.0
|
|
|
6.5
|
|
Restricted Stock Units Outstanding
|
Shares
|
|
Weighted-
Average
Fair Value (1)
|
|||
|
(Millions)
|
|
|
|||
Nonvested at December 31, 2015
|
3.4
|
|
|
$
|
39.38
|
|
Granted
|
1.5
|
|
|
$
|
26.51
|
|
Forfeited
|
(0.1
|
)
|
|
$
|
38.18
|
|
Vested
|
(0.9
|
)
|
|
$
|
35.49
|
|
Nonvested at December 31, 2016
|
3.9
|
|
|
$
|
35.19
|
|
(1)
|
Performance-based restricted stock units are valued utilizing a Monte Carlo valuation method using measures of total shareholder return. Certain of the performance-based restricted stock units are subject to a holding period of up to
two years
after the vesting date. Discounts for the restrictions of liquidity were applied to the estimated fair value at the date of certain awards and ranged from
5.83 percent
to
15.58 percent
. The discounts were developed using the Chaffe model and the Finnerty model. All other restricted stock units are valued at the grant-date market price. Restricted stock units generally vest after
three years
.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
Value of Restricted Stock Units
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted-average grant date fair value of restricted stock units granted during the year, per share
|
$
|
26.51
|
|
|
$
|
40.15
|
|
|
$
|
42.79
|
|
Total fair value of restricted stock units vested during the year ($’s in millions)
|
$
|
32
|
|
|
$
|
42
|
|
|
$
|
27
|
|
Restricted Common Units Outstanding
|
Units
|
|
Weighted-
Average
Fair Value
|
|||
|
(Millions)
|
|
|
|||
Nonvested at December 31, 2015
|
1.2
|
|
|
$
|
55.93
|
|
Forfeited
|
(0.1
|
)
|
|
$
|
52.85
|
|
Vested
|
(0.5
|
)
|
|
$
|
59.09
|
|
Nonvested at December 31, 2016
|
0.6
|
|
|
$
|
52.97
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Quoted
Prices In
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Assets (liabilities) at December 31, 2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
$
|
96
|
|
|
$
|
96
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives assets designated as hedging instruments
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||
Energy derivatives assets not designated as hedging instruments
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other receivables
|
15
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, including current portion
|
(23,409
|
)
|
|
(24,090
|
)
|
|
—
|
|
|
(24,090
|
)
|
|
—
|
|
|||||
Guarantees
|
(44
|
)
|
|
(30
|
)
|
|
—
|
|
|
(14
|
)
|
|
(16
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets (liabilities) at December 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
$
|
67
|
|
|
$
|
67
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives assets not designated as hedging instruments
|
5
|
|
|
5
|
|
|
—
|
|
|
3
|
|
|
2
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other receivables
|
12
|
|
|
30
|
|
|
10
|
|
|
2
|
|
|
18
|
|
|||||
Long-term debt, including current portion (1)
|
(23,987
|
)
|
|
(19,606
|
)
|
|
—
|
|
|
(19,606
|
)
|
|
—
|
|
|||||
Guarantee
|
(29
|
)
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
(1)
|
Excludes capital leases.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
|
|
|
|
|
|
|
Impairments
|
||||||||||||
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||
|
Classification
|
|
Segment
|
|
Date of Measurement
|
|
Fair Value
|
|
2016
|
|
2015
|
|
2014
|
||||||||
|
|
|
|
|
|
|
(Millions)
|
||||||||||||||
Surplus equipment (1)
|
Property, plant, and equipment – net
|
|
Williams Partners
|
|
June 30, 2014
|
|
$
|
46
|
|
|
|
|
|
|
$
|
17
|
|
||||
Surplus equipment (1)
|
Property, plant, and equipment – net
|
|
Williams Partners
|
|
December 31, 2014
|
|
32
|
|
|
|
|
|
|
13
|
|
||||||
Surplus equipment (1)
|
Property, plant, and equipment – net
|
|
Williams Partners
|
|
June 30, 2015
|
|
17
|
|
|
|
|
$
|
20
|
|
|
|
|||||
Surplus equipment (1)
|
Assets held for sale
|
|
Williams Partners
|
|
December 31, 2014
|
|
1
|
|
|
|
|
|
|
12
|
|
||||||
Previously capitalized project development costs (2)
|
Property, plant, and equipment – net
|
|
Williams Partners
|
|
December 31, 2015
|
|
13
|
|
|
|
|
94
|
|
|
|
||||||
Previously capitalized project development costs (3)
|
Property, plant, and equipment – net
|
|
Williams NGL & Petchem Services
|
|
December 31, 2015
|
|
40
|
|
|
|
|
64
|
|
|
|
||||||
Canadian operations (4)
|
Assets held for sale
|
|
Williams Partners
|
|
June 30, 2016
|
|
924
|
|
|
$
|
341
|
|
|
|
|
|
|||||
Canadian operations (4)
|
Assets held for sale
|
|
Williams NGL & Petchem Services
|
|
June 30, 2016
|
|
206
|
|
|
406
|
|
|
|
|
|
||||||
Certain gathering operations (5)
|
Property, plant, and equipment – net
|
|
Williams Partners
|
|
June 30, 2016
|
|
18
|
|
|
48
|
|
|
|
|
|
||||||
Certain idle assets
|
Property, plant, and equipment – net
|
|
Williams NGL & Petchem Services
|
|
December 31, 2016
|
|
73
|
|
|
8
|
|
|
|
|
|
||||||
Level 3 fair value measurements of certain assets
|
|
|
|
|
|
|
|
|
803
|
|
|
178
|
|
|
42
|
|
|||||
Other impairments and write-downs (6)
|
|
|
|
|
|
|
|
|
70
|
|
|
31
|
|
|
10
|
|
|||||
Impairment of certain assets
|
|
|
|
|
|
|
|
|
$
|
873
|
|
|
$
|
209
|
|
|
$
|
52
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity-method investments (7)
|
Investments
|
|
Williams Partners
|
|
September 30, 2015
|
|
$
|
1,203
|
|
|
|
|
$
|
461
|
|
|
|
||||
Equity-method investments (8)
|
Investments
|
|
Williams Partners
|
|
December 31, 2015
|
|
4,017
|
|
|
|
|
890
|
|
|
|
||||||
Equity-method investments (9)
|
Investments
|
|
Williams Partners
|
|
March 31, 2016
|
|
1,294
|
|
|
$
|
109
|
|
|
|
|
|
|||||
Equity-method investments (10)
|
Investments
|
|
Williams Partners
|
|
December 31, 2016
|
|
1,295
|
|
|
318
|
|
|
|
|
|
||||||
Other equity-method investment
|
Investments
|
|
Williams Partners
|
|
December 31, 2015
|
|
58
|
|
|
|
|
8
|
|
|
|
||||||
Other equity-method investment
|
Investments
|
|
Williams Partners
|
|
March 31, 2016
|
|
—
|
|
|
3
|
|
|
|
|
|
||||||
Impairment of equity-method investments
|
|
|
|
|
|
|
|
|
$
|
430
|
|
|
$
|
1,359
|
|
|
|
(1)
|
Relates to certain surplus equipment. The estimated fair value was determined by a market approach based on our analysis of observable inputs in the principal market.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
(2)
|
Relates to a gas processing plant, the completion of which is considered remote due to unfavorable impact of low natural gas prices on customer drilling activities. The assessed fair value primarily represents the estimated salvage value of certain equipment measured using a market approach based on our analysis of observable inputs in the principal market.
|
(3)
|
Relates to an olefins pipeline project, the completion of which is considered remote due to lack of customer interest. The assessed fair value primarily represents the estimated fair value of unused pipeline measured using a market approach based on our analysis of observable inputs in the principal market.
|
(4)
|
Relates to our Canadian operations. We designated these operations as held for sale as of June 30, 2016. As a result, we measured the fair value of the disposal group, resulting in an impairment charge. The estimated fair value was determined by a market approach based primarily on inputs received in the marketing process and reflected our estimate of the potential assumed proceeds. We disposed of our Canadian operations through a sale during the third quarter of 2016. See
Note 3 – Divestiture
.
|
(5)
|
Relates to certain gathering assets within the Mid-Continent region. The estimated fair value was determined by a market approach based on our analysis of observable inputs in the principal market.
|
(6)
|
Reflects multiple individually insignificant impairments and write-downs of other certain assets that may no longer be in use or are surplus in nature for which the fair value was determined to be zero or an insignificant salvage value.
|
(7)
|
Relates to equity-method investments in DBJV and certain of the Appalachia Midstream Investments. The historical carrying value of these investments was initially recorded based on estimated fair value during the third quarter of 2014 in conjunction with the acquisition of ACMP. We estimated the fair value of these investments using an income approach based on expected future cash flows and appropriate discount rates. The determination of estimated future cash flows involved significant assumptions regarding gathering volumes and related capital spending. Discount rates utilized were
11.8 percent
and
8.8 percent
for DBJV and certain of the Appalachia Midstream Investments, respectively, and reflected our cost of capital as impacted by market conditions, and risks associated with the underlying businesses.
|
(8)
|
Relates to equity-method investments in DBJV, certain of the Appalachia Midstream Investments, UEOM, and Laurel Mountain. We estimated the fair value of these investments using an income approach based on expected future cash flows and appropriate discount rates. The determination of estimated future cash flows involved significant assumptions regarding gathering volumes and related capital spending. Discount rates utilized ranged from
10.8 percent
to
14.4 percent
and reflected further fourth-quarter 2015 increases in our cost of capital, revised estimates of expected future cash flows, and risks associated with the underlying businesses.
|
(9)
|
Relates to equity-method investments in DBJV and Laurel Mountain. Our carrying values in these equity-method investments had been written down to fair value at December 31, 2015. Our first-quarter 2016 analysis reflected higher discount rates for both of these investments, along with lower natural gas prices for Laurel Mountain. We estimated the fair value of these investments using an income approach based on expected future cash flows and appropriate discount rates. The determination of estimated future cash flows involved significant assumptions regarding gathering volumes and related capital spending. Discount rates utilized ranged from
13.0 percent
to
13.3 percent
and reflected increases in our cost of capital, revised estimates of expected future cash flows, and risks associated with the underlying businesses.
|
(10)
|
Relates to equity-method investments in Ranch Westex and multiple Appalachia Midstream Investments. The historical carrying value of these investments was initially recorded based on estimated fair value during the third quarter of 2014 in conjunction with the acquisition of ACMP. We estimated the fair value of these Appalachia Midstream Investments using an income approach based on expected future cash flows and appropriate discount
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
NGLs, natural gas, and related products and services
|
$
|
736
|
|
|
$
|
823
|
|
Transportation of natural gas and related products
|
187
|
|
|
202
|
|
||
Other
|
15
|
|
|
16
|
|
||
Total
|
$
|
938
|
|
|
$
|
1,041
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Former agricultural fertilizer and chemical operations and former retail petroleum and refining operations;
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Former petroleum products and natural gas pipelines;
|
•
|
Former petroleum refining facilities;
|
•
|
Former exploration and production and mining operations;
|
•
|
Former electricity and natural gas marketing and trading operations.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
This measure is further adjusted to include our proportionate share (based on ownership interest) of
Modified EBITDA
from our equity-method investments calculated consistently with the definition described above.
|
|
|
|
United States
|
|
Canada
|
|
Total
|
||||||
|
|
|
(Millions)
|
||||||||||
Revenues from external customers:
|
|
|
|
|
|
|
|||||||
|
2016
|
|
$
|
7,425
|
|
|
$
|
74
|
|
|
$
|
7,499
|
|
|
2015
|
|
7,247
|
|
|
113
|
|
|
7,360
|
|
|||
|
2014
|
|
7,229
|
|
|
408
|
|
|
7,637
|
|
|||
|
|
|
|
|
|
|
|
||||||
Long-lived assets:
|
|
|
|
|
|
|
|||||||
|
2016
|
|
$
|
38,091
|
|
|
$
|
—
|
|
|
$
|
38,091
|
|
|
2015
|
|
38,016
|
|
|
1,580
|
|
|
39,596
|
|
|||
|
2014
|
|
38,290
|
|
|
1,364
|
|
|
39,654
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Williams
Partners
|
|
Williams
NGL & Petchem
Services
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||||
|
(Millions)
|
||||||||||||||||||
2016
|
|||||||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
5,140
|
|
|
$
|
2
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
5,171
|
|
Internal
|
33
|
|
|
—
|
|
|
19
|
|
|
(52
|
)
|
|
—
|
|
|||||
Total service revenues
|
5,173
|
|
|
2
|
|
|
48
|
|
|
(52
|
)
|
|
5,171
|
|
|||||
Product sales
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
2,318
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
2,328
|
|
|||||
Internal
|
—
|
|
|
16
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|||||
Total product sales
|
2,318
|
|
|
26
|
|
|
—
|
|
|
(16
|
)
|
|
2,328
|
|
|||||
Total revenues
|
$
|
7,491
|
|
|
$
|
28
|
|
|
$
|
48
|
|
|
$
|
(68
|
)
|
|
$
|
7,499
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other financial information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to long-lived assets
|
$
|
2,102
|
|
|
$
|
33
|
|
|
$
|
11
|
|
|
$
|
(1
|
)
|
|
$
|
2,145
|
|
Proportional Modified EBITDA of equity-method investments
|
754
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
754
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|||||||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
5,134
|
|
|
$
|
2
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
5,164
|
|
Internal
|
1
|
|
|
—
|
|
|
158
|
|
|
(159
|
)
|
|
—
|
|
|||||
Total service revenues
|
5,135
|
|
|
2
|
|
|
186
|
|
|
(159
|
)
|
|
5,164
|
|
|||||
Product sales
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
2,196
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,196
|
|
|||||
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total product sales
|
2,196
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,196
|
|
|||||
Total revenues
|
$
|
7,331
|
|
|
$
|
2
|
|
|
$
|
186
|
|
|
$
|
(159
|
)
|
|
$
|
7,360
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other financial information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to long-lived assets
|
$
|
2,960
|
|
|
$
|
360
|
|
|
$
|
28
|
|
|
$
|
(12
|
)
|
|
$
|
3,336
|
|
Proportional Modified EBITDA of equity-method investments
|
699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
699
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
3,887
|
|
|
$
|
—
|
|
|
$
|
229
|
|
|
$
|
—
|
|
|
$
|
4,116
|
|
Internal
|
1
|
|
|
—
|
|
|
30
|
|
|
(31
|
)
|
|
—
|
|
|||||
Total service revenues
|
3,888
|
|
|
—
|
|
|
259
|
|
|
(31
|
)
|
|
4,116
|
|
|||||
Product sales
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
3,521
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,521
|
|
|||||
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total product sales
|
3,521
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,521
|
|
|||||
Total revenues
|
$
|
7,409
|
|
|
$
|
—
|
|
|
$
|
259
|
|
|
$
|
(31
|
)
|
|
$
|
7,637
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other financial information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to long-lived assets (1)
|
$
|
20,413
|
|
|
$
|
291
|
|
|
$
|
54
|
|
|
$
|
(2
|
)
|
|
$
|
20,756
|
|
Proportional Modified EBITDA of equity-method investments
|
431
|
|
|
(78
|
)
|
|
85
|
|
|
—
|
|
|
438
|
|
(1)
|
2014
Additions to long-lived assets
within our Williams Partners segment primarily includes the acquisition-date fair value of long-lived assets from the ACMP Acquisition. (See Note 2 - Acquisitions.)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
|
|
|
(Millions)
|
||||||||||||
Modified EBITDA by segment:
|
|
|
|
|
|
||||||||||||
Williams Partners
|
$
|
3,864
|
|
|
$
|
4,003
|
|
|
$
|
3,244
|
|
||||||
Williams NGL & Petchem Services
|
(540
|
)
|
|
(83
|
)
|
|
(115
|
)
|
|||||||||
Other
|
(2
|
)
|
|
(29
|
)
|
|
103
|
|
|||||||||
|
3,322
|
|
|
3,891
|
|
|
3,232
|
|
|||||||||
Accretion expense associated with asset retirement obligations for nonregulated operations
|
(31
|
)
|
|
(28
|
)
|
|
(18
|
)
|
|||||||||
Depreciation and amortization expenses
|
(1,763
|
)
|
|
(1,738
|
)
|
|
(1,176
|
)
|
|||||||||
Impairment of goodwill
|
—
|
|
|
(1,098
|
)
|
|
—
|
|
|||||||||
Equity earnings (losses)
|
397
|
|
|
335
|
|
|
144
|
|
|||||||||
Gain on remeasurement of equity-method investment
|
—
|
|
|
—
|
|
|
2,544
|
|
|||||||||
Impairment of equity-method investments
|
(430
|
)
|
|
(1,359
|
)
|
|
—
|
|
|||||||||
Other investing income (loss) – net
|
63
|
|
|
27
|
|
|
43
|
|
|||||||||
Proportional Modified EBITDA of equity-method investments
|
(754
|
)
|
|
(699
|
)
|
|
(438
|
)
|
|||||||||
Interest expense
|
(1,179
|
)
|
|
(1,044
|
)
|
|
(747
|
)
|
|||||||||
(Provision) benefit for income taxes
|
25
|
|
|
399
|
|
|
(1,249
|
)
|
|||||||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
4
|
|
|||||||||
Net income (loss)
|
$
|
(350
|
)
|
|
$
|
(1,314
|
)
|
|
$
|
2,339
|
|
|
|
Total Assets
|
|
Equity-Method Investments
|
||||||||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||
|
|
(Millions)
|
||||||||||||||
Williams Partners
|
|
$
|
46,265
|
|
|
$
|
47,870
|
|
|
$
|
6,701
|
|
|
$
|
7,336
|
|
Williams NGL & Petchem Services
|
|
249
|
|
|
835
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
674
|
|
|
850
|
|
|
—
|
|
|
—
|
|
||||
Eliminations
|
|
(353
|
)
|
|
(535
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
46,835
|
|
|
$
|
49,020
|
|
|
$
|
6,701
|
|
|
$
|
7,336
|
|
The Williams Companies Inc.
|
||
Quarterly Financial Data
|
||
(Unaudited)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(Millions, except per-share amounts)
|
||||||||||||||
2016
|
|
||||||||||||||
Revenues
|
$
|
1,660
|
|
|
$
|
1,736
|
|
|
$
|
1,905
|
|
|
$
|
2,198
|
|
Product costs
|
318
|
|
|
401
|
|
|
461
|
|
|
545
|
|
||||
Net income (loss)
|
(13
|
)
|
|
(505
|
)
|
|
131
|
|
|
37
|
|
||||
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
(65
|
)
|
|
(405
|
)
|
|
61
|
|
|
(15
|
)
|
||||
Basic and diluted earnings (loss) per common share
|
(.09
|
)
|
|
(.54
|
)
|
|
.08
|
|
|
(.02
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
1,716
|
|
|
$
|
1,839
|
|
|
$
|
1,799
|
|
|
$
|
2,006
|
|
Product costs
|
462
|
|
|
494
|
|
|
426
|
|
|
397
|
|
||||
Net income (loss)
|
13
|
|
|
183
|
|
|
(173
|
)
|
|
(1,337
|
)
|
||||
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
70
|
|
|
114
|
|
|
(40
|
)
|
|
(715
|
)
|
||||
Basic and diluted earnings (loss) per common share:
|
.09
|
|
|
.15
|
|
|
(.05
|
)
|
|
(.95
|
)
|
•
|
$173 million of income associated with the amortization of deferred income related to the restructuring of certain gas gathering contracts in the Barnett Shale and Mid-Continent regions and $58 million of related minimum volume commitment fees (see
Note 7 – Other Income and Expenses
of Notes to Consolidated Financial Statements);
|
•
|
$318 million impairment loss on certain equity-method investments (see
Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk
).
|
•
|
$239 million in revenue associated with minimum volume commitment fees in the Barnett Shale and Mid-Continent regions (see
Note 7 – Other Income and Expenses
);
|
•
|
$180 million impairment loss on certain assets (see
Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk
);
|
The Williams Companies Inc.
|
||
Quarterly Financial Data – (Continued)
|
||
(Unaudited)
|
•
|
$898 million impairment loss on certain equity-method investments (see
Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk
);
|
•
|
$1,098 million impairment of goodwill (see
Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk
).
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions, except per-share amounts)
|
||||||||||
Equity in earnings of consolidated subsidiaries
|
$
|
522
|
|
|
$
|
232
|
|
|
$
|
1,799
|
|
Equity earnings (losses) from investment in Access Midstream Partners
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||
Interest incurred — external
|
(268
|
)
|
|
(255
|
)
|
|
(206
|
)
|
|||
Interest incurred — affiliate
|
(568
|
)
|
|
(828
|
)
|
|
(797
|
)
|
|||
Interest income — affiliate
|
—
|
|
|
6
|
|
|
10
|
|
|||
Gain on remeasurement of equity-method investment
|
—
|
|
|
—
|
|
|
2,544
|
|
|||
Other income (expense) — net
|
(53
|
)
|
|
(75
|
)
|
|
(13
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
(367
|
)
|
|
(920
|
)
|
|
3,330
|
|
|||
Provision (benefit) for income taxes
|
57
|
|
|
(349
|
)
|
|
1,220
|
|
|||
Income (loss) from continuing operations
|
(424
|
)
|
|
(571
|
)
|
|
2,110
|
|
|||
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
4
|
|
|||
Net income (loss)
|
$
|
(424
|
)
|
|
$
|
(571
|
)
|
|
$
|
2,114
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
|
$
|
2.93
|
|
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
.01
|
|
|||
Net income (loss)
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
|
$
|
2.94
|
|
Weighted-average shares (thousands)
|
750,673
|
|
|
749,271
|
|
|
719,325
|
|
|||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
|
$
|
2.91
|
|
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
.01
|
|
|||
Net income (loss)
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
|
$
|
2.92
|
|
Weighted-average shares (thousands)
|
750,673
|
|
|
749,271
|
|
|
723,641
|
|
|||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Equity in other comprehensive income (loss) of consolidated subsidiaries
|
$
|
171
|
|
|
$
|
(204
|
)
|
|
$
|
(96
|
)
|
Other comprehensive income (loss) attributable to The Williams Companies, Inc.
|
1
|
|
|
33
|
|
|
(80
|
)
|
|||
Other comprehensive income (loss)
|
172
|
|
|
(171
|
)
|
|
(176
|
)
|
|||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
69
|
|
|
(70
|
)
|
|
(19
|
)
|
|||
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
$
|
(321
|
)
|
|
$
|
(672
|
)
|
|
$
|
1,957
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Millions)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14
|
|
|
$
|
12
|
|
Other current assets and deferred charges
|
16
|
|
|
62
|
|
||
Total current assets
|
30
|
|
|
74
|
|
||
Investments in and advances to consolidated subsidiaries
|
22,359
|
|
|
30,927
|
|
||
Property, plant, and equipment — net
|
77
|
|
|
99
|
|
||
Other noncurrent assets
|
8
|
|
|
12
|
|
||
Total assets
|
$
|
22,474
|
|
|
$
|
31,112
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
27
|
|
|
$
|
27
|
|
Other current liabilities
|
169
|
|
|
163
|
|
||
Total current liabilities
|
196
|
|
|
190
|
|
||
Long-term debt
|
4,939
|
|
|
4,811
|
|
||
Notes payable — affiliates
|
8,171
|
|
|
15,506
|
|
||
Pension, other postretirement, and other noncurrent liabilities
|
287
|
|
|
336
|
|
||
Deferred income tax liabilities
|
4,238
|
|
|
4,121
|
|
||
Contingent liabilities and commitments
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common stock
|
785
|
|
|
784
|
|
||
Other stockholders’ equity
|
3,858
|
|
|
5,364
|
|
||
Total stockholders’ equity
|
4,643
|
|
|
6,148
|
|
||
Total liabilities and stockholders’ equity
|
$
|
22,474
|
|
|
$
|
31,112
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Millions)
|
||||||||||
NET CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES
|
$
|
(833
|
)
|
|
$
|
(1,209
|
)
|
|
$
|
(500
|
)
|
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
2,280
|
|
|
2,097
|
|
|
2,935
|
|
|||
Payments of long-term debt
|
(2,155
|
)
|
|
(1,817
|
)
|
|
(671
|
)
|
|||
Changes in notes payable to affiliates
|
9
|
|
|
2,211
|
|
|
2,465
|
|
|||
Tax benefit of stock-based awards
|
—
|
|
|
—
|
|
|
25
|
|
|||
Proceeds from issuance of common stock
|
9
|
|
|
27
|
|
|
3,416
|
|
|||
Dividends paid
|
(1,261
|
)
|
|
(1,836
|
)
|
|
(1,412
|
)
|
|||
Other — net
|
—
|
|
|
(2
|
)
|
|
(17
|
)
|
|||
Net cash provided (used) by financing activities
|
(1,118
|
)
|
|
680
|
|
|
6,741
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(13
|
)
|
|
(29
|
)
|
|
(54
|
)
|
|||
Purchase of Access Midstream Partners
|
—
|
|
|
—
|
|
|
(5,995
|
)
|
|||
Changes in investments in and advances to consolidated subsidiaries
|
1,966
|
|
|
521
|
|
|
(450
|
)
|
|||
Other — net
|
—
|
|
|
—
|
|
|
25
|
|
|||
Net cash provided (used) by investing activities
|
1,953
|
|
|
492
|
|
|
(6,474
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
2
|
|
|
(37
|
)
|
|
(233
|
)
|
|||
Cash and cash equivalents at beginning of year
|
12
|
|
|
49
|
|
|
282
|
|
|||
Cash and cash equivalents at end of year
|
$
|
14
|
|
|
$
|
12
|
|
|
$
|
49
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
Beginning
Balance
|
|
Charged
(Credited)
To Costs and
Expenses
|
|
Other
|
|
Deductions
|
|
Ending
Balance
|
||||||||||
|
(Millions)
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts — accounts and notes receivable (1)
|
$
|
3
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
6
|
|
Deferred tax asset valuation allowance (1)
|
190
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
334
|
|
|||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts — accounts and notes receivable (1)
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Deferred tax asset valuation allowance (1)
|
206
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
190
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts — accounts and notes receivable (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred tax asset valuation allowance (1)
|
181
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
206
|
|
|
Page
|
Covered by report of independent auditors:
|
|
Schedule for each year in the three-year period ended December 31, 2016:
|
|
Not covered by report of independent auditors:
|
|
Exhibit
No. |
|
Description
|
|
|
|
2.1+
|
—
|
Agreement and Plan of Merger dated as of May 12, 2015, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P., and WPZ GP LLC (filed on May 13, 2015 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
2.2
|
—
|
Amendment No 1. to Agreement and Plan of Merger dated as of May 1, 2016, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC (filed on May 3, 2016 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
2.3+
|
—
|
Agreement and Plan of Merger dated as of September 28, 2015, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC (filed on October 1, 2015 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
2.4
|
—
|
Share Purchase Agreement by and between The Williams Companies International Holdings B.V. and Inter Pipeline Ltd. and The Williams Companies, Inc., dated August 8, 2016 (filed on August 12, 2016 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (file No. 001-04174) and incorporated herein by reference).
|
|
|
|
2.5
|
—
|
Share Purchase Agreement by and between Williams Energy Canada LP and Inter Pipeline Ltd. and Williams Partners L.P., dated August 8, 2016 (filed on August 12, 2016 as Exhibit 2.2 to The Williams Companies, Inc.’s current report on Form 8-K (file No. 001-04174) and incorporated herein by reference).
|
|
|
|
2.6+
|
—
|
Interest Swap and Purchase Agreement by and among Western Gas Partners, LP, WGR Operating, LP, Delaware Basin JV Gathering LLC, Williams Partners L.P., Williams Midstream Gas Services LLC, and Appalachia Midstream Services, L.L.C., dated February 9, 2017 (filed on February 10, 2017 as exhibit 2.1 to The Williams Companies Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
3.1
|
—
|
Amended and Restated Certificate of Incorporation, as supplemented (filed on May 26, 2010 as Exhibit 3.1 to The Williams Companies Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
3.2
|
—
|
By-Laws (filed on January 20, 2017, as Exhibit 3.1 to The Williams Companies Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.1
|
—
|
Senior Indenture dated February 25, 1997, between MAPCO Inc. and Bank One Trust Company,
N.A. (formerly The First National Bank of Chicago), as Trustee (filed February 25, 1997 as Exhibit 4.5.1 to MAPCO Inc.’s Amendment No. l to registration statement on Form S-3 (File No. 333-20837) and incorporated herein by reference). |
|
|
|
4.2
|
—
|
Supplemental Indenture No. 1 dated March 5, 1997, between MAPCO Inc. and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed as Exhibit 4(o) to MAPCO Inc.’s annual report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 001-05254) and incorporated herein by reference).
|
|
|
|
4.3
|
—
|
Supplemental Indenture No. 2 dated March 5, 1997, between MAPCO Inc. and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed as Exhibit 4(p) to MAPCO Inc.’s annual report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 001-05254) and incorporated herein by reference).
|
|
|
|
4.4
|
—
|
Supplemental Indenture No. 3 dated March 31, 1998, among MAPCO Inc., Williams Holdings of Delaware, Inc. and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed as Exhibit 4(J) to Williams Holdings of Delaware, Inc.’s annual report on Form 10 K for the fiscal year ended December 31, 1998 (File No. 000-20555) and incorporated herein by reference).
|
|
|
|
4.5
|
—
|
Supplemental Indenture No. 4 dated as of July 31, 1999, among Williams Holdings of Delaware, Inc., Williams and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed on March 28, 2000 as Exhibit 4(q) to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.6
|
—
|
Fifth Supplemental Indenture between Williams and Bank One Trust Company, N.A., as Trustee, dated as of January 17, 2001 (filed on March 12, 2001 as Exhibit 4(k) to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.7
|
—
|
Seventh Supplemental Indenture dated March 19, 2002, between The Williams Companies, Inc. as Issuer and Bank One Trust Company, National Association, as Trustee (filed on May 9, 2002 as Exhibit 4.1 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.8
|
—
|
Indenture dated as of May 28, 2003, by and between The Williams Companies, Inc. and JPMorgan Chase Bank, as Trustee for the issuance of the 5.50% Junior Subordinated Convertible Debentures due 2033 (filed on August 12, 2003 as Exhibit 4.2 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.9
|
—
|
Indenture dated as of March 5, 2009, among The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed on March 11, 2009 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.10
|
—
|
Eleventh Supplemental Indenture dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.11
|
—
|
First Supplemental Indenture dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010 as Exhibit 4.2 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.12
|
—
|
Fifth Supplemental Indenture dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010 as Exhibit 4.3 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.13
|
—
|
Indenture, dated December 18, 2012 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee (filed on December 20, 2012 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.14
|
—
|
First Supplemental Indenture, dated December 18, 2012, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee (filed on December 20, 2012 as Exhibit 4.2 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.15
|
—
|
Second Supplemental Indenture, dated as of June 24, 2014, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 24, 2014 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.16
|
—
|
Indenture, dated December 13, 2006, by and among Williams Partners L.P., Williams Partners Finance Corporation and The Bank of New York (filed on December 19, 2006 as Exhibit 4.1 to Pre-merger WPZ’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.17
|
—
|
First Supplemental Indenture, dated as of February 2, 2015, among Williams Partners L.P., Williams Partners Finance Corporation and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.6 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.18
|
—
|
Indenture dated as of February 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 10, 2010 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.19
|
—
|
First Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.5 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.20
|
—
|
Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.21
|
—
|
First Supplemental Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010 as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.22
|
—
|
Second Supplemental Indenture, dated as of November 17, 2011, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed November 18, 2011 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.23
|
—
|
Third Supplemental Indenture (including Form of 3.35% Senior Notes due 2022), dated as of August 14, 2012, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 14, 2012 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.24
|
—
|
Fourth Supplemental Indenture, dated as of November 15, 2013, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N .A., as trustee (filed on November 18, 2013 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.25
|
—
|
Fifth Supplemental Indenture, dated as of March 4, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 4, 2014 as Exhibit 4.1 to Williams Partners L.P.’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.26
|
—
|
Sixth Supplemental Indenture, dated as of June 27, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 27, 2014 as Exhibit 4.1 to Williams Partners L.P.’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.27
|
—
|
Seventh Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.4 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.28
|
—
|
Eighth Supplemental Indenture, dated as of March 3, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 3, 2015 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.29
|
—
|
Indenture, dated as of January 11, 2012, by and among the Chesapeake Midstream Partners, L.P., CHKM Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 11, 2012 as Exhibit 4.1 to Williams Partners L.P.’s (then known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.30
|
—
|
First Supplemental Indenture, dated as of January 7, 2013, by and among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 21, 2014 as Exhibit 4.5 to Williams Partners L.P.’s (then known as Access Midstream Partners L.P.) annual report on 10-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.31
|
—
|
Second Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of April 18, 2014 among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee filed on May 1, 2014 as Exhibit 4.4 to Williams Partners L.P.’s (then known as Access Midstream Partners L.P.) quarterly report on 10-Q (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.32
|
—
|
Third Supplemental Indenture among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.33
|
—
|
Indenture, dated as of December 19, 2012, by and among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on December 19, 2012 as Exhibit 4.1 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.34
|
—
|
First Supplemental Indenture, dated as of December 19, 2012, among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on December 19, 2012 as Exhibit 4.2 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.35
|
—
|
Second Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of January 7, 2013, by among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 21, 2014 as Exhibit 4.9 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) annual report on 10-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.36
|
—
|
Third Supplemental Indenture, dated as of March 7, 2014, among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 7, 2014 as Exhibit 4.2 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.37
|
—
|
Third Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of April 18, 2014, among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 1, 2014 as Exhibit 4.3 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) quarterly report on 10-Q (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.38
|
—
|
Fifth Supplemental Indenture dated as of February 2, 2015 among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.39
|
—
|
Senior Indenture dated as of November 30, 1995, between Northwest Pipeline Corporation and Chemical Bank, Trustee (filed September 14, 1995 as Exhibit 4.1 to Northwest Pipeline’s registration statement on Form S-3 (File No. 033-62639) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.40
|
—
|
Indenture dated as of June 22, 2006, between Northwest Pipeline Corporation and JPMorgan Chase Bank, N.A., as Trustee (filed on June 23, 2006 as Exhibit 4.1 to Northwest Pipeline’s current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).
|
|
|
|
4.41
|
—
|
Indenture dated as of April 5, 2007, between Northwest Pipeline Corporation and The Bank of New York (filed on April 5, 2007 as Exhibit 4.1 to Northwest Pipeline Corporation’s current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).
|
|
|
|
4.42
|
—
|
Indenture dated May 22, 2008, between Northwest Pipeline GP and The Bank of New York Trust Company, N.A., as Trustee (filed on May 23, 2008 as Exhibit 4.1 to Northwest Pipeline GP’s current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).
|
|
|
|
4.43
|
—
|
Senior Indenture dated as of July 15, 1996 between Transcontinental Gas Pipe Line Corporation and Citibank, N.A., as Trustee (filed on April 2, 1996 as Exhibit 4.1 to Transcontinental Gas Pipe Line Corporation’s registration statement on Form S-3 (File No. 333-02155) and incorporated herein by reference).
|
|
|
|
4.44
|
—
|
Indenture dated as of April 11, 2006 between Transcontinental Gas Pipe Line Corporation and JPMorgan Chase Bank, N.A., as Trustee (filed on April 11, 2006 as Exhibit 4.1 to Transcontinental Gas Pipe Line Corporation’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).
|
|
|
|
4.45
|
—
|
Indenture dated May 22, 2008, between Transcontinental Gas Pipe Line Corporation and The Bank of New York Trust Company, N.A., as Trustee (filed on May 23, 2008 as Exhibit 4.1 to Transcontinental Gas Pipe Line Corporation’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).
|
|
|
|
4.46
|
—
|
Indenture dated as of August 12, 2011, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 12, 2011 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8K (File No. 001-07584) and incorporated herein by reference).
|
|
|
|
4.47
|
—
|
Indenture, dated as of July 13, 2012, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on July 16, 2012 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).
|
|
|
|
4.48
|
—
|
Indenture, dated as of January 22, 2016, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 22, 2016 as Exhibit 4.1 to The Williams Company, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.1§
|
—
|
The Williams Companies Amended and Restated Retirement Restoration Plan effective January l, 2008 (filed on February 25, 2009 as Exhibit 10.1 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.2§
|
—
|
Form of Director and Officer Indemnification Agreement (filed on September 24, 2008 as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.3§
|
—
|
Form of 2013 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 27, 2013 as Exhibit 10.4 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.4§
|
—
|
Form of 2013 Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 27, 2013 as Exhibit 10.5 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.5§
|
—
|
Form of 2013 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 27, 2013 as Exhibit 10.6 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.6§
|
—
|
Form of 2013 Restricted Stock Unit Agreement among Williams and certain nonmanagement directors (filed on February 26, 2014 as Exhibit 10.11 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.7§
|
—
|
Form of 2014 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 26, 2014 as Exhibit 10.6 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.8§
|
—
|
Form of 2014 Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 26, 2014 as Exhibit 10.7 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.9§
|
—
|
Form of 2014 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 26, 2014 as Exhibit 10.8 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.10§
|
—
|
Form of 2014 Restricted Stock Unit Agreement among Williams and certain nonmanagement directors (filed on February 25, 2015 as Exhibit 10.12 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.11§
|
—
|
Form of October 2014 Leveraged Performance Unit Award Agreement among Williams and certain officers (filed on February 25, 2015 as Exhibit 10.13 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.12§
|
—
|
Form of Leveraged Performance Unit Award Agreement dated January 1, 2015 between Williams and Walter Bennett (filed on February 25, 2015 as Exhibit 10.14 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.13§
|
—
|
Form of 2015 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 25, 2015 as Exhibit 10.15 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.14§
|
—
|
Form of 2015 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 25, 2015 as Exhibit 10.16 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.15§
|
—
|
Form of 2015 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 25, 2015 as Exhibit 10.17 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.16§
|
—
|
Form of 2015 Short-Term Non-Equity Incentive Award Agreement among The Williams Companies Inc. and certain employees and officers (filed on October 29, 2015 as Exhibit 10.2 to The Williams Companies, Inc. quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.17§
|
—
|
Form of 2015 Non-Equity Incentive Award Agreement among The Williams Companies Inc. and certain employees and officers (filed on October 29, 2015 as Exhibit 10.3 to The Williams Companies, Inc. quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
Exhibit
No. |
|
Description
|
|
|
|
|
|
|
10.18*§
|
—
|
Form of 2016 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
10.19*§
|
—
|
Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
10.20*§
|
—
|
Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers vesting February 22, 2019.
|
|
|
|
10.21*§
|
—
|
Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors.
|
|
|
|
10.22*§
|
—
|
Form of 2016 Nonqualified Stock Option Agreement among Williams and certain employees and officers.
|
|
|
|
10.23*§
|
—
|
Form of 2017 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
10.24*§
|
—
|
Form of 2017 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors.
|
|
|
|
10.25*§
|
—
|
Form of 2017 Nonqualified Stock Option Agreement among Williams and certain employees and officers.
|
|
|
|
10.26§
|
—
|
The Williams Companies, Inc. 1996 Stock Plan for Nonemployee Directors (filed on March 27, 1996 as Exhibit B to The Williams Companies, Inc.’s Proxy Statement (File No. 002-27038) and incorporated herein by reference).
|
|
|
|
10.27§
|
—
|
The Williams Companies, Inc. 2002 Incentive Plan as amended and restated effective as of January 23, 2004 (filed on August 5, 2004 as Exhibit 10.1 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.28§
|
—
|
Amendment No. 1 to The Williams Companies, Inc. 2002 Incentive Plan (filed on February 25, 2009 as Exhibit 10.11 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.29§
|
—
|
Amendment No. 2 to The Williams Companies, Inc. 2002 Incentive Plan (filed on February 25, 2009 as Exhibit 10.12 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.30§
|
—
|
Amended and Restated Change-in-Control Severance Agreement between the Company and certain executive officers (Tier I Executives) (filed on February 27, 2013 as Exhibit 10.14 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.31§
|
—
|
Amended and Restated Change-in-Control Severance Agreement between the Company and certain executive officers (Tier II Executives) (filed on February 28, 2012, as Exhibit 10.14 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.32
|
—
|
The Williams Companies, Inc. Executive Severance Pay Plan, dated November 14, 2012 (filed July 20, 2016, as Exhibit 10.2 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.33
|
—
|
First Amendment to The Williams Companies Inc. Executive Severance Pay Plan (filed July 20, 2016, as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.34
|
—
|
Separation and Distribution Agreement dated as of December 30, 2011, between The Williams Companies, Inc. and WPX Energy, Inc. (Filed on February 27, 2012 as Exhibit 10.19 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.35
|
—
|
Tax Sharing Agreement, dated as of December 30, 2011, between The Williams Companies, Inc. and WPX Energy, Inc. (filed on January 6, 2012 as Exhibit 10.3 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.36
|
—
|
Letter Agreement, dated January 27, 2014, with James E. Scheel, Senior Vice President - Northeast G&P, regarding Relocation from Pennsylvania Benefits (filed on May 1, 2014 as Exhibit 10.2 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.37§
|
—
|
The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective May 22, 2014 (filed April 11, 2014 as Appendix A to The Williams Companies, Inc.’s Definitive Proxy Statement on Schedule 14A (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.38*§
|
—
|
The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective July 14, 2016.
|
|
|
|
10.39
|
—
|
Termination Agreement and Release, dated as of September 28, 2015, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P. and WPZ GP LLC (filed on September 28, 2015 as Exhibit 10.1 to Williams Companies, Inc.’s Current Report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.40
|
—
|
Second Amended and Restated Credit Agreement dated as of February 2, 2015, between The Williams Companies, Inc., the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on February 3, 2015 as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File 001-04174) and incorporated herein by reference).
|
|
|
|
10.41
|
—
|
Credit Agreement dated as of August 26, 2015, by and among Williams Partners L.P., the lenders named therein, and Barclays Bank PLC as Administrative Agent (filed on August 28, 2015 as Exhibit 10.1 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.42
|
—
|
Credit Agreement dated as of December 23, 2015, between Williams Partners L.P., the lenders named therein, and Barclays Bank PLC as Administrative Agent (filed on December 23, 2015 as Exhibit 10.2 to Williams Companies, Inc.’s Current Report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.43
|
—
|
Second Amended and Restated Credit Agreement dated as of February 2, 2015, between Williams Partners L.P. (formerly known as Access Midstream Partners, L.P.), Northwest Pipeline LLC, Transcontinental Gas Pipeline Company, LLC, as co-borrowers, the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on February 3, 2015 as Exhibit 10.1 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.44
|
—
|
Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of December 18, 2015, between Williams Partners L.P., Northwest Pipeline LLC, Transcontinental Gas Pipe Line Company, LLC, as co-borrowers, the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on December 23, 2015 as Exhibit 10.1 to Williams Companies, Inc.’s Current Report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.45
|
—
|
Form of Amended and Restated Commercial Paper Dealer Agreement, dated as of February 2, 2015, between Williams Partners L.P., as Issuer, and the Dealer party thereto(filed on February 3, 2015 as Exhibit 10.3 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.46
|
—
|
Registration Rights Agreement, dated January 22, 2016, between Transcontinental Gas Pipe Line Company, LLC and each of the initial purchasers listed therein (filed on January 22, 2016 as Exhibit 10.1 to The Williams Companies, Inc.’s Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.47
|
—
|
Common Unit Issuance Agreement, dated January 9, 2017 (filed on January 10, 2017, as Exhibit 2 to Schedule 13D/A (File No. 005-86017) by The Williams Companies, Inc. relating to the common units representing limited partner interests of Williams Partners L.P. and incorporated herein by reference.)
|
|
|
|
10.48
|
—
|
Common Unit Purchase Agreement, dated January 9, 2017 (filed on January 10, 2017, as Exhibit 3 to Schedule 13D/A (File No. 005-86017) by The Williams Companies, Inc. relating to the common units representing limited partner interests of Williams Partners L.P. and incorporated herein by reference.)
|
|
|
|
12*
|
—
|
Computation of Ratio of Earnings to Combined Fixed Charges.
|
|
|
|
14
|
—
|
Code of Ethics for Senior Officers (filed on March 15, 2004 as Exhibit 14 to The Williams
Companies, Inc.’s Form 10-K and incorporated herein by reference). |
|
|
|
21*
|
—
|
Subsidiaries of the registrant.
|
|
|
|
23.1*
|
—
|
Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.
|
|
|
|
23.2*
|
—
|
Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
|
|
|
|
24*
|
—
|
Power of Attorney.
|
|
|
|
31.1*
|
—
|
Certification of the Chief Executive Officer pursuant to Rules 13a-l 4(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(3 l) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
—
|
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and l 5d-l 4(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32**
|
—
|
Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS*
|
—
|
XBRL Instance Document.
|
|
|
|
101.SCH*
|
—
|
XBRL Taxonomy Extension Schema.
|
|
|
|
101.CAL*
|
—
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101.DEF*
|
—
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
101.LAB*
|
—
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
101.PRE*
|
—
|
XBRL Taxonomy Extension Presentation Linkbase.
|
______________
|
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
§
|
Management contract or compensatory plan or arrangement
|
+
|
Pursuant to item 601(6)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.
|
T
HE
W
ILLIAMS
C
OMPANIES
, I
NC
.
(Registrant)
|
||
|
|
|
By:
|
|
/s/ T
ED
T. T
IMMERMANS
|
|
|
Ted T. Timmermans
Vice President, Controller and
Chief Accounting Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ A
LAN
S. A
RMSTRONG
|
|
President, Chief Executive Officer and Director
|
|
February 22, 2017
|
Alan S. Armstrong
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ D
ONALD
R. C
HAPPEL
|
|
Senior Vice President and Chief Financial Officer
|
|
February 22, 2017
|
Donald R. Chappel
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ T
ED
T. T
IMMERMANS
|
|
Vice President, Controller and Chief Accounting Officer
|
|
February 22, 2017
|
Ted T. Timmermans
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ S
TEPHEN
W. B
ERGSTROM
*
|
|
Director
|
|
February 22, 2017
|
Stephen W. Bergstrom*
|
|
|
|
|
|
|
|
|
|
/s/ S
TEPHEN
I. C
HAZEN
*
|
|
Director
|
|
February 22, 2017
|
Stephen I. Chazen*
|
|
|
|
|
|
|
|
|
|
/s/ C
HARLES
I. C
OGUT
*
|
|
Director
|
|
February 22, 2017
|
Charles I. Cogut*
|
|
|
|
|
|
|
|
|
|
/s/ K
ATHLEEN
B. C
OOPER
*
|
|
Chairman of the Board
|
|
February 22, 2017
|
Kathleen B. Cooper*
|
|
|
|
|
|
|
|
|
|
/s/ M
ICHAEL
A. C
REEL
*
|
|
Director
|
|
February 22, 2017
|
Michael A. Creel*
|
|
|
|
|
|
|
|
|
|
/s/ P
ETER
A. R
AGAUSS
*
|
|
Director
|
|
February 22, 2017
|
Peter A. Ragauss*
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ S
COTT
D. S
HEFFIELD
*
|
|
Director
|
|
February 22, 2017
|
Scott D. Sheffield*
|
|
|
|
|
|
|
|
|
|
/s/ M
URRAY
D. S
MITH
*
|
|
Director
|
|
February 22, 2017
|
Murray D. Smith*
|
|
|
|
|
|
|
|
|
|
/
S
/ W
ILLIAM
H. S
PENCE
*
|
|
Director
|
|
February 22, 2017
|
William H. Spence
|
|
|
|
|
|
|
|
|
|
/
S
/ J
ANICE
D. S
TONEY
*
|
|
Director
|
|
February 22, 2017
|
Janice D. Stoney*
|
|
|
|
|
*By:
|
|
/s/ Sarah C. Miller
|
|
|
|
February 22, 2017
|
|
|
Sarah C. Miller
Attorney-in-Fact
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
2.1+
|
—
|
Agreement and Plan of Merger dated as of May 12, 2015, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P., and WPZ GP LLC (filed on May 13, 2015 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
2.2
|
—
|
Amendment No 1. to Agreement and Plan of Merger dated as of May 1, 2016, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC (filed on May 3, 2016 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
2.3+
|
—
|
Agreement and Plan of Merger dated as of September 28, 2015, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC (filed on October 1, 2015 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
2.4
|
—
|
Share Purchase Agreement by and between The Williams Companies International Holdings B.V. and Inter Pipeline Ltd. and The Williams Companies, Inc., dated August 8, 2016 (filed on August 12, 2016 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (file No. 001-04174) and incorporated herein by reference).
|
|
|
|
2.5
|
—
|
Share Purchase Agreement by and between Williams Energy Canada LP and Inter Pipeline Ltd. and Williams Partners L.P., dated August 8, 2016 (filed on August 12, 2016 as Exhibit 2.2 to The Williams Companies, Inc.’s current report on Form 8-K (file No. 001-04174) and incorporated herein by reference).
|
|
|
|
2.6+
|
—
|
Interest Swap and Purchase Agreement by and among Western Gas Partners, LP, WGR Operating, LP, Delaware Basin JV Gathering LLC, Williams Partners L.P., Williams Midstream Gas Services LLC, and Appalachia Midstream Services, L.L.C., dated February 9, 2017 (filed on February 10, 2017 as exhibit 2.1 to The Williams Companies Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
3.1
|
—
|
Amended and Restated Certificate of Incorporation, as supplemented (filed on May 26, 2010 as Exhibit 3.1 to The Williams Companies Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
3.2
|
—
|
By-Laws (filed on January 20, 2017, as Exhibit 3.1 to The Williams Companies Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.1
|
—
|
Senior Indenture dated February 25, 1997, between MAPCO Inc. and Bank One Trust Company,
N.A. (formerly The First National Bank of Chicago), as Trustee (filed February 25, 1997 as Exhibit 4.5.1 to MAPCO Inc.’s Amendment No. l to registration statement on Form S-3 (File No. 333-20837) and incorporated herein by reference). |
|
|
|
4.2
|
—
|
Supplemental Indenture No. 1 dated March 5, 1997, between MAPCO Inc. and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed as Exhibit 4(o) to MAPCO Inc.’s annual report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 001-05254) and incorporated herein by reference).
|
|
|
|
4.3
|
—
|
Supplemental Indenture No. 2 dated March 5, 1997, between MAPCO Inc. and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed as Exhibit 4(p) to MAPCO Inc.’s annual report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 001-05254) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.4
|
—
|
Supplemental Indenture No. 3 dated March 31, 1998, among MAPCO Inc., Williams Holdings of Delaware, Inc. and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed as Exhibit 4(J) to Williams Holdings of Delaware, Inc.’s annual report on Form 10 K for the fiscal year ended December 31, 1998 (File No. 000-20555) and incorporated herein by reference).
|
|
|
|
4.5
|
—
|
Supplemental Indenture No. 4 dated as of July 31, 1999, among Williams Holdings of Delaware, Inc., Williams and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed on March 28, 2000 as Exhibit 4(q) to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.6
|
—
|
Fifth Supplemental Indenture between Williams and Bank One Trust Company, N.A., as Trustee, dated as of January 17, 2001 (filed on March 12, 2001 as Exhibit 4(k) to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.7
|
—
|
Seventh Supplemental Indenture dated March 19, 2002, between The Williams Companies, Inc. as Issuer and Bank One Trust Company, National Association, as Trustee (filed on May 9, 2002 as Exhibit 4.1 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.8
|
—
|
Indenture dated as of May 28, 2003, by and between The Williams Companies, Inc. and JPMorgan Chase Bank, as Trustee for the issuance of the 5.50% Junior Subordinated Convertible Debentures due 2033 (filed on August 12, 2003 as Exhibit 4.2 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.9
|
—
|
Indenture dated as of March 5, 2009, among The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed on March 11, 2009 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.10
|
—
|
Eleventh Supplemental Indenture dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.11
|
—
|
First Supplemental Indenture dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010 as Exhibit 4.2 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.12
|
—
|
Fifth Supplemental Indenture dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010 as Exhibit 4.3 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.13
|
—
|
Indenture, dated December 18, 2012 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee (filed on December 20, 2012 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.14
|
—
|
First Supplemental Indenture, dated December 18, 2012, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee (filed on December 20, 2012 as Exhibit 4.2 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.15
|
—
|
Second Supplemental Indenture, dated as of June 24, 2014, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 24, 2014 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.16
|
—
|
Indenture, dated December 13, 2006, by and among Williams Partners L.P., Williams Partners Finance Corporation and The Bank of New York (filed on December 19, 2006 as Exhibit 4.1 to Pre-merger WPZ’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.17
|
—
|
First Supplemental Indenture, dated as of February 2, 2015, among Williams Partners L.P., Williams Partners Finance Corporation and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.6 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.18
|
—
|
Indenture dated as of February 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 10, 2010 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.19
|
—
|
First Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.5 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.20
|
—
|
Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.21
|
—
|
First Supplemental Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010 as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.22
|
—
|
Second Supplemental Indenture, dated as of November 17, 2011, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed November 18, 2011 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.23
|
—
|
Third Supplemental Indenture (including Form of 3.35% Senior Notes due 2022), dated as of August 14, 2012, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 14, 2012 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.24
|
—
|
Fourth Supplemental Indenture, dated as of November 15, 2013, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N .A., as trustee (filed on November 18, 2013 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.25
|
—
|
Fifth Supplemental Indenture, dated as of March 4, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 4, 2014 as Exhibit 4.1 to Williams Partners L.P.’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.26
|
—
|
Sixth Supplemental Indenture, dated as of June 27, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 27, 2014 as Exhibit 4.1 to Williams Partners L.P.’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.27
|
—
|
Seventh Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.4 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.28
|
—
|
Eighth Supplemental Indenture, dated as of March 3, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 3, 2015 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.29
|
—
|
Indenture, dated as of January 11, 2012, by and among the Chesapeake Midstream Partners, L.P., CHKM Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 11, 2012 as Exhibit 4.1 to Williams Partners L.P.’s (then known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.30
|
—
|
First Supplemental Indenture, dated as of January 7, 2013, by and among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 21, 2014 as Exhibit 4.5 to Williams Partners L.P.’s (then known as Access Midstream Partners L.P.) annual report on 10-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.31
|
—
|
Second Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of April 18, 2014 among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee filed on May 1, 2014 as Exhibit 4.4 to Williams Partners L.P.’s (then known as Access Midstream Partners L.P.) quarterly report on 10-Q (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.32
|
—
|
Third Supplemental Indenture among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.33
|
—
|
Indenture, dated as of December 19, 2012, by and among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on December 19, 2012 as Exhibit 4.1 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.34
|
—
|
First Supplemental Indenture, dated as of December 19, 2012, among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on December 19, 2012 as Exhibit 4.2 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.35
|
—
|
Second Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of January 7, 2013, by among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 21, 2014 as Exhibit 4.9 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) annual report on 10-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.36
|
—
|
Third Supplemental Indenture, dated as of March 7, 2014, among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 7, 2014 as Exhibit 4.2 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.37
|
—
|
Third Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of April 18, 2014, among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 1, 2014 as Exhibit 4.3 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) quarterly report on 10-Q (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.38
|
—
|
Fifth Supplemental Indenture dated as of February 2, 2015 among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.39
|
—
|
Senior Indenture dated as of November 30, 1995, between Northwest Pipeline Corporation and Chemical Bank, Trustee (filed September 14, 1995 as Exhibit 4.1 to Northwest Pipeline’s registration statement on Form S-3 (File No. 033-62639) and incorporated herein by reference).
|
|
|
|
4.40
|
—
|
Indenture dated as of June 22, 2006, between Northwest Pipeline Corporation and JPMorgan Chase Bank, N.A., as Trustee (filed on June 23, 2006 as Exhibit 4.1 to Northwest Pipeline’s current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).
|
|
|
|
4.41
|
—
|
Indenture dated as of April 5, 2007, between Northwest Pipeline Corporation and The Bank of New York (filed on April 5, 2007 as Exhibit 4.1 to Northwest Pipeline Corporation’s current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).
|
|
|
|
4.42
|
—
|
Indenture dated May 22, 2008, between Northwest Pipeline GP and The Bank of New York Trust Company, N.A., as Trustee (filed on May 23, 2008 as Exhibit 4.1 to Northwest Pipeline GP’s current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).
|
|
|
|
4.43
|
—
|
Senior Indenture dated as of July 15, 1996 between Transcontinental Gas Pipe Line Corporation and Citibank, N.A., as Trustee (filed on April 2, 1996 as Exhibit 4.1 to Transcontinental Gas Pipe Line Corporation’s registration statement on Form S-3 (File No. 333-02155) and incorporated herein by reference).
|
|
|
|
4.44
|
—
|
Indenture dated as of April 11, 2006 between Transcontinental Gas Pipe Line Corporation and JPMorgan Chase Bank, N.A., as Trustee (filed on April 11, 2006 as Exhibit 4.1 to Transcontinental Gas Pipe Line Corporation’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).
|
|
|
|
4.45
|
—
|
Indenture dated May 22, 2008, between Transcontinental Gas Pipe Line Corporation and The Bank of New York Trust Company, N.A., as Trustee (filed on May 23, 2008 as Exhibit 4.1 to Transcontinental Gas Pipe Line Corporation’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).
|
|
|
|
4.46
|
—
|
Indenture dated as of August 12, 2011, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 12, 2011 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8K (File No. 001-07584) and incorporated herein by reference).
|
|
|
|
4.47
|
—
|
Indenture, dated as of July 13, 2012, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on July 16, 2012 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).
|
|
|
|
4.48
|
—
|
Indenture, dated as of January 22, 2016, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 22, 2016 as Exhibit 4.1 to The Williams Company, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.1§
|
—
|
The Williams Companies Amended and Restated Retirement Restoration Plan effective January l, 2008 (filed on February 25, 2009 as Exhibit 10.1 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.2§
|
—
|
Form of Director and Officer Indemnification Agreement (filed on September 24, 2008 as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.3§
|
—
|
Form of 2013 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 27, 2013 as Exhibit 10.4 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.4§
|
—
|
Form of 2013 Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 27, 2013 as Exhibit 10.5 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.5§
|
—
|
Form of 2013 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 27, 2013 as Exhibit 10.6 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.6§
|
—
|
Form of 2013 Restricted Stock Unit Agreement among Williams and certain nonmanagement directors (filed on February 26, 2014 as Exhibit 10.11 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.7§
|
—
|
Form of 2014 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 26, 2014 as Exhibit 10.6 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.8§
|
—
|
Form of 2014 Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 26, 2014 as Exhibit 10.7 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.9§
|
—
|
Form of 2014 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 26, 2014 as Exhibit 10.8 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.10§
|
—
|
Form of 2014 Restricted Stock Unit Agreement among Williams and certain nonmanagement directors (filed on February 25, 2015 as Exhibit 10.12 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.11§
|
—
|
Form of October 2014 Leveraged Performance Unit Award Agreement among Williams and certain officers (filed on February 25, 2015 as Exhibit 10.13 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.12§
|
—
|
Form of Leveraged Performance Unit Award Agreement dated January 1, 2015 between Williams and Walter Bennett (filed on February 25, 2015 as Exhibit 10.14 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.13§
|
—
|
Form of 2015 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 25, 2015 as Exhibit 10.15 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.14§
|
—
|
Form of 2015 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 25, 2015 as Exhibit 10.16 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.15§
|
—
|
Form of 2015 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 25, 2015 as Exhibit 10.17 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.16§
|
—
|
Form of 2015 Short-Term Non-Equity Incentive Award Agreement among The Williams Companies Inc. and certain employees and officers (filed on October 29, 2015 as Exhibit 10.2 to The Williams Companies, Inc. quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.17§
|
—
|
Form of 2015 Non-Equity Incentive Award Agreement among The Williams Companies Inc. and certain employees and officers (filed on October 29, 2015 as Exhibit 10.3 to The Williams Companies, Inc. quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.18*§
|
—
|
Form of 2016 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
10.19*§
|
—
|
Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
10.20*§
|
—
|
Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers vesting February 22, 2019.
|
|
|
|
10.21*§
|
—
|
Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors.
|
|
|
|
10.22*§
|
—
|
Form of 2016 Nonqualified Stock Option Agreement among Williams and certain employees and officers.
|
|
|
|
10.23*§
|
—
|
Form of 2017 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
10.24*§
|
—
|
Form of 2017 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors.
|
|
|
|
10.25*§
|
—
|
Form of 2017 Nonqualified Stock Option Agreement among Williams and certain employees and officers.
|
|
|
|
10.26§
|
—
|
The Williams Companies, Inc. 1996 Stock Plan for Nonemployee Directors (filed on March 27, 1996 as Exhibit B to The Williams Companies, Inc.’s Proxy Statement (File No. 002-27038) and incorporated herein by reference).
|
|
|
|
10.27§
|
—
|
The Williams Companies, Inc. 2002 Incentive Plan as amended and restated effective as of January 23, 2004 (filed on August 5, 2004 as Exhibit 10.1 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.28§
|
—
|
Amendment No. 1 to The Williams Companies, Inc. 2002 Incentive Plan (filed on February 25, 2009 as Exhibit 10.11 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.29§
|
—
|
Amendment No. 2 to The Williams Companies, Inc. 2002 Incentive Plan (filed on February 25, 2009 as Exhibit 10.12 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.30§
|
—
|
Amended and Restated Change-in-Control Severance Agreement between the Company and certain executive officers (Tier I Executives) (filed on February 27, 2013 as Exhibit 10.14 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.31§
|
—
|
Amended and Restated Change-in-Control Severance Agreement between the Company and certain executive officers (Tier II Executives) (filed on February 28, 2012, as Exhibit 10.14 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.32
|
—
|
The Williams Companies, Inc. Executive Severance Pay Plan, dated November 14, 2012 (filed July 20, 2016, as Exhibit 10.2 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.33
|
—
|
First Amendment to The Williams Companies Inc. Executive Severance Pay Plan (filed July 20, 2016, as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.34
|
—
|
Separation and Distribution Agreement dated as of December 30, 2011, between The Williams Companies, Inc. and WPX Energy, Inc. (Filed on February 27, 2012 as Exhibit 10.19 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.35
|
—
|
Tax Sharing Agreement, dated as of December 30, 2011, between The Williams Companies, Inc. and WPX Energy, Inc. (filed on January 6, 2012 as Exhibit 10.3 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.36
|
—
|
Letter Agreement, dated January 27, 2014, with James E. Scheel, Senior Vice President - Northeast G&P, regarding Relocation from Pennsylvania Benefits (filed on May 1, 2014 as Exhibit 10.2 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.37§
|
—
|
The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective May 22, 2014 (filed April 11, 2014 as Appendix A to The Williams Companies, Inc.’s Definitive Proxy Statement on Schedule 14A (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.38*§
|
—
|
The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective July 14, 2016.
|
|
|
|
10.39
|
—
|
Termination Agreement and Release, dated as of September 28, 2015, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P. and WPZ GP LLC (filed on September 28, 2015 as Exhibit 10.1 to Williams Companies, Inc.’s Current Report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.40
|
—
|
Second Amended and Restated Credit Agreement dated as of February 2, 2015, between The Williams Companies, Inc., the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on February 3, 2015 as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File 001-04174) and incorporated herein by reference).
|
|
|
|
10.41
|
—
|
Credit Agreement dated as of August 26, 2015, by and among Williams Partners L.P., the lenders named therein, and Barclays Bank PLC as Administrative Agent (filed on August 28, 2015 as Exhibit 10.1 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.42
|
—
|
Credit Agreement dated as of December 23, 2015, between Williams Partners L.P., the lenders named therein, and Barclays Bank PLC as Administrative Agent (filed on December 23, 2015 as Exhibit 10.2 to Williams Companies, Inc.’s Current Report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
Exhibit
No. |
|
Description
|
|
|
|
|
|
|
10.43
|
—
|
Second Amended and Restated Credit Agreement dated as of February 2, 2015, between Williams Partners L.P. (formerly known as Access Midstream Partners, L.P.), Northwest Pipeline LLC, Transcontinental Gas Pipeline Company, LLC, as co-borrowers, the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on February 3, 2015 as Exhibit 10.1 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.44
|
—
|
Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of December 18, 2015, between Williams Partners L.P., Northwest Pipeline LLC, Transcontinental Gas Pipe Line Company, LLC, as co-borrowers, the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on December 23, 2015 as Exhibit 10.1 to Williams Companies, Inc.’s Current Report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.45
|
—
|
Form of Amended and Restated Commercial Paper Dealer Agreement, dated as of February 2, 2015, between Williams Partners L.P., as Issuer, and the Dealer party thereto(filed on February 3, 2015 as Exhibit 10.3 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.46
|
—
|
Registration Rights Agreement, dated January 22, 2016, between Transcontinental Gas Pipe Line Company, LLC and each of the initial purchasers listed therein (filed on January 22, 2016 as Exhibit 10.1 to The Williams Companies, Inc.’s Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.47
|
—
|
Common Unit Issuance Agreement, dated January 9, 2017 (filed on January 10, 2017, as Exhibit 2 to Schedule 13D/A (File No. 005-86017) by The Williams Companies, Inc. relating to the common units representing limited partner interests of Williams Partners L.P. and incorporated herein by reference.)
|
|
|
|
10.48
|
—
|
Common Unit Purchase Agreement, dated January 9, 2017 (filed on January 10, 2017, as Exhibit 3 to Schedule 13D/A (File No. 005-86017) by The Williams Companies, Inc. relating to the common units representing limited partner interests of Williams Partners L.P. and incorporated herein by reference.)
|
|
|
|
12*
|
—
|
Computation of Ratio of Earnings to Combined Fixed Charges.
|
|
|
|
14
|
—
|
Code of Ethics for Senior Officers (filed on March 15, 2004 as Exhibit 14 to The Williams
Companies, Inc.’s Form 10-K and incorporated herein by reference). |
|
|
|
21*
|
—
|
Subsidiaries of the registrant.
|
|
|
|
23.1*
|
—
|
Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.
|
|
|
|
23.2*
|
—
|
Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
|
|
|
|
24*
|
—
|
Power of Attorney.
|
|
|
|
31.1*
|
—
|
Certification of the Chief Executive Officer pursuant to Rules 13a-l 4(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(3 l) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
—
|
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and l 5d-l 4(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
32**
|
—
|
Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS*
|
—
|
XBRL Instance Document.
|
|
|
|
101.SCH*
|
—
|
XBRL Taxonomy Extension Schema.
|
|
|
|
101.CAL*
|
—
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101.DEF*
|
—
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
101.LAB*
|
—
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
101.PRE*
|
—
|
XBRL Taxonomy Extension Presentation Linkbase.
|
______________
|
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
§
|
Management contract or compensatory plan or arrangement
|
+
|
Pursuant to item 601(6)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.
|
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