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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, 2013
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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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Preferred Stock Purchase Rights
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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 master limited partnership WPZ, which includes gas pipeline and domestic midstream businesses. The gas pipeline business includes interstate natural gas pipelines and pipeline joint project investments, and the midstream business provides natural gas gathering, treating and processing 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
— primarily comprised of our Canadian midstream operations and certain domestic olefins pipeline assets. Our Canadian assets include an oil sands offgas processing plant near Fort McMurray, Alberta, an NGL/olefin fractionation facility and B/B splitter facility at Redwater, Alberta, the Boreal Pipeline, certain Canadian growth projects including a propane dehydrogenation facility, and the Bluegrass Pipeline, a new joint project, which would connect processing facilities in the Marcellus and Utica shale-gas areas in the U.S. Northeast to growing petrochemical and export markets in the U.S. Gulf Coast.
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Access Midstream Partners
— comprised of an indirect equity interest in Access GP and limited partner interests in ACMP, which we purchased in the fourth quarter of 2012. ACMP is a publicly traded master limited partnership that provides gathering, processing, treating and compression services to Chesapeake Energy Corporation and other producers under long-term, fee-based contracts. Access GP is the general partner of ACMP. (See
Note 2 – Acquisitions, Goodwill, and Other Intangible Assets
of Notes to Consolidated Financial Statements.)
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Other
— primarily comprised of corporate operations.
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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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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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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. Beginning in 2013, a portion of our fee-based processing revenues includes a share of the margins on the NGLs produced. For the year ended December 31, 2013, 72 percent of the 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
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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, 2013, 2 percent of the 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
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West
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Rocky Mountain
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Wyoming
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3,587
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1.1
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100%
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Wamsutter & SW Wyoming
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Four Corners
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Colorado & New Mexico
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3,841
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1.8
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100%
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San Juan
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Piceance
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Colorado
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328
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1.4
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(2)
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Piceance
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Northeast
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Ohio Valley
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West Virginia
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174
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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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277
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2.3
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100%
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Appalachian
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Laurel Mountain (1)
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Pennsylvania
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2,044
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0.7
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51%
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Appalachian
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Atlantic-Gulf
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Canyon Chief & Blind Faith
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Deepwater Gulf of Mexico
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139
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0.5
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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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Offshore shelf & other
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Gulf of Mexico
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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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Offshore shelf & other
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Gulf of Mexico
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208
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1.1
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100%
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Western Gulf of Mexico
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Discovery (1)
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Gulf of Mexico
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358
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0.6
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60%
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Central Gulf of Mexico
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(1)
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Statistics reflect 100 percent of the assets from the jointly owned investments that we operate; however, our financial statements report equity method income from these investments based on our equity ownership percentage.
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(2)
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We own 60 percent of a gathering system in the Ryan Gulch area, which we operate, with 140 miles of pipeline and 200 MMcf/d of inlet capacity. We own and operate 100 percent of the balance of the Piceance gathering system.
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(1)
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Statistics reflect 100 percent of the assets from the jointly owned investment that we operate; however, our financial statements report equity method income from this investment based on our equity ownership percentage.
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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 & Blind Faith
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155
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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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Discovery Grand Isle 115 (1)
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150
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10
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60%
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Central Gulf of Mexico
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(1)
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Statistics reflect 100 percent of the assets from the jointly owned investment that we operate; however, our financial statements report equity method income from this investment based on our equity ownership percentage.
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2013
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2012
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2011
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Volumes: (1)
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Gathering (Tbtu)
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1,731
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1,616
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1,377
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Plant inlet natural gas (Tbtu)
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1,549
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1,638
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1,592
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NGL production (Mbbls/d) (2)
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143
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209
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189
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NGL equity sales (Mbbls/d) (2)
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40
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77
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77
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Crude oil transportation (Mbbls/d) (2)
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117
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126
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105
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Geismar ethylene sales (millions of pounds)
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467
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1,058
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1,038
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(1)
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Excludes volumes associated with Partially Owned Entities.
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(2)
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Annual average Mbbls/d.
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2013
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2012
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2011
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Volumes:
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Canadian propylene sales (millions of pounds)
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118
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153
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139
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Canadian NGL sales (millions of gallons)
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172
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165
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163
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Location
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Average Throughput (Bcf/d)
(1)
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Approximate Length of Pipeline (Miles)
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Gas Compression (Horsepower)
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Region
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Barnett Shale
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Texas
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1.045
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859
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150,945
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Eagle Ford Shale
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Texas
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0.263
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870
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93,847
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Haynesville Shale
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Louisiana
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0.669
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582
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20,195
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Marcellus Shale
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Pennsylvania & West Virginia
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1.019
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823
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136,090
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Niobrara Shale
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Wyoming
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0.015
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132
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15,665
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Utica Shale
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Ohio
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0.107
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265
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63,505
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Mid-Continent
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Texas, Oklahoma, Kansas, & Arkansas
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0.581
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2,805
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108,735
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Total
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3.699
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6,336
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588,982
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(1)
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Throughput in all regions represents net throughput allocated to ACMP’s Partnership interest.
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2013
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2012
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2011
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(Millions)
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Service:
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Regulated natural gas transportation and storage
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$
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1,713
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$
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1,609
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$
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1,569
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Gathering & processing
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932
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844
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703
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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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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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The levels of dividends to stockholders;
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Natural gas, natural gas liquids and olefins supply, prices and demand;
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Demand for our services.
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Whether we have sufficient cash to enable us to pay current and expected levels of dividends;
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Availability of supplies, market demand, and volatility of prices;
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Inflation, interest rates, fluctuation in foreign exchange rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on our 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 execute investment opportunities;
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Ability to acquire new businesses and assets and successfully integrate those operations and assets into our existing businesses, as well as successfully expand our facilities;
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Development of alternative energy sources;
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The impact of operational and development hazards and unforeseen interruptions;
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Costs of, changes in, or the results of laws, government regulations (including safety and environmental regulations), environmental liabilities, litigation, and rate proceedings;
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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 our debt agreements, future changes in our credit ratings 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;
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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 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. 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, either by 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, our other subsidiaries and the Partially Owned Entities 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 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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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, 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: 51
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Position held since January 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. Since 2012, Mr. Armstrong has served as a director of Access GP, the general partner of ACMP, a midstream natural gas service provider. Mr. Armstrong has served as a director of BOK Financial Corporation, a financial services company, since April 2013. Since 2011, Mr. Armstrong has also served as Chairman of the Board and Chief Executive Officer of the general partner of WPZ, where he served as Senior Vice President - Midstream from 2010, and Chief Operating Officer and a director from 2005.
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Francis (Frank) E. Billings
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Senior Vice President — Corporate Strategic Development
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Age: 51
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Position held since January 2014.
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Mr. Billings served as a Senior Vice President - Northeast G&P 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 a Williams subsidiary in 1998, serving in various management roles, including in 2008 as a Vice President in the midstream business. Mr. Billings is also the Senior Vice President - Corporate Strategic Development of the general partner of WPZ.
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Allison G. Bridges
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Senior Vice President — West
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Age: 54
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Position held since January 2013.
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Ms. Bridges served as the Vice President and General Manager of Williams Gas Pipeline - West from 2010 until 2013. From 2003 to 2010, Ms. Bridges was Vice President Commercial Operations for Northwest Pipeline. Ms. Bridges joined Transco in 1981, now a subsidiary of us and WPZ, holding various management positions in accounting, rates, planning and business development. Ms. Bridges is also the Senior Vice President - West of the general partner of WPZ. Ms. Bridges has served as a member of the Management Committee of Northwest Pipeline since 2007.
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Donald R. Chappel
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Senior Vice President and Chief Financial Officer
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Age: 62
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Position held since April 2003.
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Prior to joining us, Mr. Chappel held various financial, administrative and operational leadership positions. Since 2012, Mr. Chappel has served as a director of Access GP, the general partner of ACMP, in which we own an interest. Mr. Chappel has also served as a member of the Management Committee of Northwest Pipeline since 2007. Mr. Chappel was Chief Financial Officer from 2007 and a director from 2008 of Williams Pipeline GP LLC, the general partner of Williams Pipeline Partners L.P., until its merger with WPZ in 2010. Mr. Chappel is a director of SUPERVALU, Inc. (a grocery and pharmacy company). Mr. Chappel also serves as Chief Financial Officer and a director of the general partner of WPZ.
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John R. Dearborn
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Senior Vice President - NGL & Petchem Services
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Age: 56
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Position held since April 2013.
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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 (DOW). 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 serves as Senior Vice President - NGL & Petchem Services of the general partner of WPZ.
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Robyn L. Ewing
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Senior Vice President and Chief Administrative Officer
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Age: 58
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Position held since April 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: 53
|
|
Position held since January 2013.
|
|
From 2011 until 2013, Mr. Miller served as Senior Vice President - Midstream of us and the general partner of WPZ, acting as President of our midstream business. Mr. Miller was a Vice President of our midstream business from 2004 until 2011. Mr. Miller also serves as a director and as Senior Vice President - Atlantic-Gulf of the general partner of WPZ. Mr. Miller has served as a member of the Management Committee of Transco since 2013.
|
Fred E. Pace
|
Senior Vice President — E&C (Engineering and Construction)
|
|
Age: 52
|
|
Position held since January 2013.
|
|
From 2011 until 2013, Mr. Pace served Williams in project engineering and development roles, including service as Vice President Engineering and Construction for our midstream business. From 2009 to 2011, Mr. Pace was the managing member of PACE Consulting, LLC, an engineering and consulting firm serving the energy industry. In 2003, Mr. Pace co-founded Clear Creek Natural Gas, LLC, later known as Clear Creek Energy Services, LLC, a provider of engineering, construction, and operational services to the energy industry where he served as Chief Executive Officer until 2009. Mr. Pace has over 30 years of experience in the engineering, construction, operation, and project management areas of the energy industry, including prior service with Williams from 1985 to 1990. Mr. Pace also serves as Senior Vice President - E&C of the general partner of WPZ.
|
Brian L. Perilloux
|
Senior Vice President — Operational Excellence
|
|
Age: 52
|
|
Position held since January 2013.
|
|
Mr. Perilloux served as a Vice President of our midstream business from 2011 until 2013. From 2007 to 2011, Mr. Perilloux served in various roles in our midstream business, including engineering and construction roles. Prior to joining Williams, Mr. Perilloux was an officer of a private international engineering and construction company. Mr. Perilloux also serves as Senior Vice President - Operational Excellence of the general partner of WPZ.
|
Craig L. Rainey
|
Senior Vice President and General Counsel
|
|
Age: 61
|
|
Position held since January 2012.
|
|
Mr. Rainey has served as Senior Vice President and General Counsel since January 2012. From 2001 to 2012, Mr. Rainey served as an Assistant General Counsel of Williams, primarily supporting our midstream business and former exploration and production business. Mr. Rainey joined Williams in 1999 as a senior counsel and has practiced law since 1977. Mr. Rainey is also the General Counsel of the general partner of WPZ.
|
James E. Scheel
|
Senior Vice President — Senior Vice President - Northeast G&P
|
|
Age: 49
|
|
Position held since January 2014.
|
|
From 2012 to 2014 Mr. Scheel served as Senior Vice President - Corporate Strategic Development. 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. Since 2012, Mr. Scheel has served as a director of Access GP, the general partner of ACMP, in which we own an interest. Mr. Scheel also serves as a director and as Senior Vice President - Northeast G&P of the general partner of WPZ.
|
Ted T. Timmermans
|
Vice President, Controller, and Chief Accounting Officer
|
|
Age: 57
|
|
Position held since July 2005.
|
|
Mr. Timmermans served as Assistant Controller of Williams from April 1998 to July 2005. Mr. Timmermans is also Vice President, Controller & Chief Accounting Officer of the general partner of WPZ and served as Chief Accounting Officer of Williams Pipeline Partners GP LLC, the general partner of Williams Pipeline Partners L.P. from January 2008 until its merger with WPZ in August 2010.
|
|
High
|
|
Low
|
|
Dividend
|
||||||
2013
|
|
|
|
|
|
||||||
First Quarter
|
$
|
38.00
|
|
|
$
|
33.09
|
|
|
$
|
0.33875
|
|
Second Quarter
|
38.57
|
|
|
31.25
|
|
|
0.3525
|
|
|||
Third Quarter
|
36.94
|
|
|
32.36
|
|
|
0.36625
|
|
|||
Fourth Quarter
|
38.68
|
|
|
33.98
|
|
|
0.38
|
|
|||
2012
|
|
|
|
|
|
||||||
First Quarter
|
$
|
32.09
|
|
|
$
|
26.21
|
|
|
$
|
0.25875
|
|
Second Quarter
|
34.63
|
|
|
27.25
|
|
|
0.30
|
|
|||
Third Quarter
|
35.39
|
|
|
28.47
|
|
|
0.3125
|
|
|||
Fourth Quarter
|
37.56
|
|
|
30.55
|
|
|
0.325
|
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
The Williams Companies, Inc.
|
100.0
|
|
149.8
|
|
179.8
|
|
246.4
|
|
310.9
|
|
381.0
|
S&P 500 Index
|
100.0
|
|
126.5
|
|
145.5
|
|
148.6
|
|
172.3
|
|
228.0
|
Bloomberg U.S. Pipelines Index
|
100.0
|
|
141.7
|
|
174.3
|
|
240.3
|
|
272.6
|
|
302.7
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(Millions, except per-share amounts)
|
||||||||||||||||||
Revenues
|
$
|
6,860
|
|
|
$
|
7,486
|
|
|
$
|
7,930
|
|
|
$
|
6,638
|
|
|
$
|
5,278
|
|
Income (loss) from continuing operations (1)
|
679
|
|
|
929
|
|
|
1,078
|
|
|
271
|
|
|
346
|
|
|||||
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations (1)
|
441
|
|
|
723
|
|
|
803
|
|
|
104
|
|
|
206
|
|
|||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations (1)
|
0.64
|
|
|
1.15
|
|
|
1.34
|
|
|
0.17
|
|
|
0.35
|
|
|||||
Total assets at December 31 (2) (3)
|
27,142
|
|
|
24,327
|
|
|
16,502
|
|
|
24,972
|
|
|
25,280
|
|
|||||
Commercial paper and long-term debt due within one year at December 31 (4)
|
226
|
|
|
1
|
|
|
353
|
|
|
508
|
|
|
17
|
|
|||||
Long-term debt at December 31 (3)
|
11,353
|
|
|
10,735
|
|
|
8,369
|
|
|
8,600
|
|
|
8,259
|
|
|||||
Stockholders’ equity at December 31 (2) (3)
|
4,864
|
|
|
4,752
|
|
|
1,296
|
|
|
6,803
|
|
|
7,990
|
|
|||||
Cash dividends declared per common share
|
1.438
|
|
|
1.196
|
|
|
0.775
|
|
|
0.485
|
|
|
0.44
|
|
(1)
|
Income from continuing operations 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. 2011 includes $271 million of pre-tax early debt retirement costs, and 2010 includes $648 million of debt retirement and other pre-tax costs associated with our strategic restructuring transaction in the first quarter of 2010.
|
(2)
|
Total assets and stockholders’ equity for 2011 decreased due to the special dividend to spin off our former exploration and production business.
|
(3)
|
The increases in 2012 reflect assets and investments acquired, primarily related to the Caiman and Laser Acquisitions and our investment in Access Midstream Partners, as well as debt and equity issuances.
|
(4)
|
The increase in 2013 reflects borrowings under WPZ’s commercial paper program initiated in 2013.
|
•
|
Property damage and business interruption coverage with a combined per-occurrence limit of $500 million and retentions (deductibles) of $10 million per occurrence for property damage and a 60-day waiting period per occurrence for business interruption;
|
•
|
General liability coverage with per-occurrence and aggregate annual limits of $610 million and retentions (deductibles) of $2 million per occurrence;
|
•
|
Workers’ compensation coverage with statutory limits and retentions (deductibles) of $1 million total per occurrence.
|
|
•
|
General economic, financial markets, or industry downturn;
|
•
|
Unexpected significant increases in capital expenditures or delays in capital project execution;
|
•
|
Lower than anticipated or delay in receiving insurance recoveries associated with the Geismar Incident;
|
•
|
Limited availability of capital due to a change in our financial condition, interest rates, market or industry conditions;
|
•
|
Lower than expected distributions, including IDRs, from WPZ. WPZ’s liquidity could also be impacted by a lack of adequate access to capital markets to fund its growth;
|
•
|
Counterparty credit and performance risk;
|
•
|
Decreased volumes from third parties served by our midstream business;
|
•
|
Lower than anticipated energy commodity prices and margins;
|
•
|
Changes in the political and regulatory environments;
|
•
|
Physical damages to facilities, including damage to offshore facilities by named windstorms;
|
•
|
Reduced availability of insurance coverage.
|
•
|
Natural gas prices are expected to be higher in part due to the additional demand to replace the gas volumes withdrawn during the colder than normal weather over the past winter season.
|
•
|
Ethane prices are expected to be somewhat higher due to a modest increase in demand as well as slightly higher natural gas prices.
|
•
|
Propane prices are expected to be higher from an increase in exports and higher natural gas prices.
|
•
|
Propylene prices are expected to be comparable to 2013 prices.
|
•
|
Ethylene prices are expected to be slightly lower as compared to 2013 prices. The overall ethylene crack spread is also expected to be slightly lower due to the anticipated lower sales price and a projected higher ethane price.
|
•
|
In Williams Partners’ northeast region, we anticipate significant growth compared to the prior year in our natural gas gathering and processing volumes as our infrastructure grows to support drilling activities in the region.
|
•
|
In Williams Partners’ Transco and Northwest Pipeline businesses, we anticipate higher natural gas transportation volumes compared to 2013, as a result of expansion projects placed into service in 2013 and anticipated to be placed in service in 2014.
|
•
|
In Williams Partners’ Gulf Coast region, we expect higher production handling volumes compared to 2013, following the scheduled completion of Gulfstar FPS™ in third quarter 2014.
|
•
|
In Williams Partners’ western region, we anticipate an unfavorable impact in equity NGL volumes in 2014 compared to 2013, primarily due to a customer contract that expired in September 2013.
|
•
|
In 2014, Williams Partners’ anticipates a continuation of periods when it will not be economical to recover ethane.
|
•
|
Williams Partners’ Gulf olefins business expects to receive insurance recoveries under its business interruption policy related to the Geismar Incident that will favorably impact our operating results in 2014.
|
•
|
Williams Partners’ expects higher operating expenses in 2014 compared to 2013, including depreciation expense related to its growing operations in its northeast region and expansion projects in its gas pipeline and Gulf olefins businesses.
|
•
|
Williams Partners’ expects higher equity earnings compared to 2013 following the scheduled completion of Discovery’s Keathley Canyon Connector™ lateral in the fourth quarter of 2014.
|
•
|
Propylene volumes are expected to be higher than 2013 levels following a planned turnaround to conduct maintenance and to complete the ethane recovery project tie-in during 2013.
|
•
|
We anticipate new ethane volumes in 2014 associated with the completion of our ethane recovery project in the fourth quarter of 2013, which is an expansion of our Canadian facilities that allows us to recover ethane from our operations that process offgas from the Alberta oil sands. Additionally, we expect to benefit from a contractual minimum ethane sales price.
|
•
|
We expect propane prices to be higher than 2013, slightly offset by higher natural gas prices.
|
|
Low
|
|
High
|
||||
|
(Millions)
|
||||||
Segment:
|
|
|
|
||||
Williams Partners
|
$
|
3,025
|
|
|
$
|
3,525
|
|
Williams NGL & Petchem Services
|
775
|
|
|
1,075
|
|
•
|
Expansion of our gathering infrastructure including compression and gathering pipelines in the Susquehanna Supply Hub in northeastern Pennsylvania as production in the Marcellus increases. The Susquehanna Supply Hub is expected to reach a natural gas take away capacity of 3 Bcf/d by 2015.
|
•
|
As previously discussed, we completed construction at our Fort Beeler facility in the Marcellus Shale, which added 200 MMcf/d of processing capacity in the second quarter of 2013. We have several significant projects under construction with targeted construction completion in the first half of 2014. We are completing a 43 Mbbls/d expansion of the Moundsville fractionator, installation of 40 Mbbls/d of deethanization capacity, a 50-mile ethane pipeline, condensate stabilization, and the first 200 MMcf/d of processing at Oak Grove.
|
•
|
Expansions to the Laurel Mountain gathering system infrastructure to increase the capacity to 667 MMcf/d by the end of 2015 through capital to be invested within this equity investment.
|
•
|
Construction of the Blue Racer Midstream joint project, an expansion to gathering and processing and the associated liquids infrastructure serving oil and gas producers in the Utica shale, primarily in Ohio and Northwest Pennsylvania through capital to be invested within our Caiman II equity investment. Expansion plans include the addition of Natrium II, a second 200 MMcf/d processing plant at Natrium by the end of the first quarter of 2014. Construction of an additional 200 MMcf/d processing plant is underway at the Berne complex in Monroe County, Ohio. Berne I is expected to come online in the third quarter of 2014.
|
|
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
|
$
|
(6
|
)
|
|
$
|
7
|
|
|
$
|
(114
|
)
|
|
$
|
133
|
|
Expected long-term rate of return on plan assets
|
(11
|
)
|
|
11
|
|
|
—
|
|
|
—
|
|
||||
Rate of compensation increase
|
2
|
|
|
(1
|
)
|
|
7
|
|
|
(6
|
)
|
||||
Other postretirement benefits:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
1
|
|
|
1
|
|
|
(20
|
)
|
|
24
|
|
||||
Expected long-term rate of return on plan assets
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Assumed health care cost trend rate
|
5
|
|
|
(4
|
)
|
|
7
|
|
|
(6
|
)
|
•
|
A significant or sustained decline in the market value of a publicly-traded investee;
|
•
|
Lower than expected cash distributions from investees (including incentive distributions);
|
•
|
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,
|
||||||||||||||||||||
|
2013
|
|
$ Change
from
2012*
|
|
% Change
from
2012*
|
|
2012
|
|
$ Change
from
2011*
|
|
% Change
from
2011*
|
|
2011
|
||||||||
|
(Millions)
|
||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
$
|
2,939
|
|
|
+210
|
|
|
+8%
|
|
|
$
|
2,729
|
|
|
+197
|
|
+8%
|
|
$
|
2,532
|
|
Product sales
|
3,921
|
|
|
-836
|
|
|
-18%
|
|
|
4,757
|
|
|
-641
|
|
-12%
|
|
5,398
|
|
|||
Total revenues
|
6,860
|
|
|
|
|
|
|
7,486
|
|
|
|
|
|
|
7,930
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Product costs
|
3,027
|
|
|
+469
|
|
|
+13%
|
|
|
3,496
|
|
|
+438
|
|
+11%
|
|
3,934
|
|
|||
Operating and maintenance expenses
|
1,097
|
|
|
-70
|
|
|
-7%
|
|
|
1,027
|
|
|
-37
|
|
-4%
|
|
990
|
|
|||
Depreciation and amortization expenses
|
815
|
|
|
-59
|
|
|
-8%
|
|
|
756
|
|
|
-95
|
|
-14%
|
|
661
|
|
|||
Selling, general, and administrative expenses
|
512
|
|
|
+59
|
|
|
+10%
|
|
|
571
|
|
|
-94
|
|
-20%
|
|
477
|
|
|||
Other (income) expense — net
|
34
|
|
|
-10
|
|
|
-42%
|
|
|
24
|
|
|
-23
|
|
NM
|
|
1
|
|
|||
Total costs and expenses
|
5,485
|
|
|
|
|
|
|
5,874
|
|
|
|
|
|
|
6,063
|
|
|||||
Operating income (loss)
|
1,375
|
|
|
|
|
|
|
1,612
|
|
|
|
|
|
|
1,867
|
|
|||||
Equity earnings (losses)
|
134
|
|
|
+23
|
|
|
+21%
|
|
|
111
|
|
|
-44
|
|
-28%
|
|
155
|
|
|||
Interest expense
|
(510
|
)
|
|
-1
|
|
|
0%
|
|
|
(509
|
)
|
|
+64
|
|
+11%
|
|
(573
|
)
|
|||
Other investing income — net
|
81
|
|
|
+4
|
|
|
+5%
|
|
|
77
|
|
|
+64
|
|
NM
|
|
13
|
|
|||
Early debt retirement costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
+271
|
|
+100%
|
|
(271
|
)
|
|||
Other income (expense) — net
|
—
|
|
|
+2
|
|
|
+100%
|
|
|
(2
|
)
|
|
-13
|
|
NM
|
|
11
|
|
|||
Income (loss) from continuing operations before income taxes
|
1,080
|
|
|
|
|
|
|
1,289
|
|
|
|
|
|
|
1,202
|
|
|||||
Provision (benefit) for income taxes
|
401
|
|
|
-41
|
|
|
-11%
|
|
|
360
|
|
|
-236
|
|
-190%
|
|
124
|
|
|||
Income (loss) from continuing operations
|
679
|
|
|
|
|
|
|
929
|
|
|
|
|
|
|
1,078
|
|
|||||
Income (loss) from discontinued operations
|
(11
|
)
|
|
-147
|
|
|
NM
|
|
|
136
|
|
|
+553
|
|
NM
|
|
(417
|
)
|
|||
Net income (loss)
|
668
|
|
|
|
|
|
|
1,065
|
|
|
|
|
|
|
661
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
238
|
|
|
-32
|
|
|
-16%
|
|
|
206
|
|
|
+79
|
|
+28%
|
|
285
|
|
|||
Net income (loss) attributable to The Williams Companies, Inc.
|
$
|
430
|
|
|
|
|
|
|
$
|
859
|
|
|
|
|
|
|
$
|
376
|
|
*
|
+ = 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.
|
•
|
$25 million accrued loss for a settlement in principle of a producer claim against us;
|
•
|
$23 million increase in amortization expense related to our regulatory asset associated with asset retirement obligations;
|
•
|
$20 million write-off of development costs of an abandoned project;
|
•
|
$12 million expense recognized in 2013 related to the portion of the Eminence abandonment regulatory asset that will not be recovered in rates.
|
•
|
$40 million of income associated with net insurance recoveries related to the Geismar Incident in 2013;
|
•
|
$16 million of income from insurance recoveries related to the abandonment of certain of Eminence storage assets in 2013;
|
•
|
$9 million involuntary conversion gain recognized in 2013 related to a 2012 furnace fire for our Geismar olefins plant.
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions)
|
||||||||||
Segment revenues
|
$
|
6,685
|
|
|
$
|
7,320
|
|
|
$
|
7,714
|
|
Segment costs and expenses
|
(5,183)
|
|
|
(5,619)
|
|
|
(5,821)
|
|
|||
Equity earnings (losses)
|
104
|
|
|
111
|
|
|
142
|
|
|||
Segment profit
|
$
|
1,606
|
|
|
$
|
1,812
|
|
|
$
|
2,035
|
|
•
|
A $348 million decrease in revenues from our equity NGLs including $256 million due to lower volumes and a $92 million decrease associated with 10 percent lower average realized non-ethane per-unit sales prices and 44 percent lower average ethane per-unit sales prices. Equity ethane sales volumes are 81 percent lower driven by unfavorable ethane economics, as previously mentioned, and equity non-ethane volumes are 9 percent lower primarily due to a customer contract that expired in September 2013 and a change in a customer’s contract at the end of 2012 to fee-based processing, along with periods of severe winter weather conditions in the first quarter of 2013 that prevented producers from delivering gas in our western onshore operations.
|
•
|
A $312 million decrease in olefin sales due to $363 million associated with lower volumes, partially offset by $51 million associated with higher per-unit sales prices. Olefins production volumes are lower primarily due to the loss of production as a result of the Geismar Incident, an outage in a third-party storage facility which caused us to reduce production at our RGP splitter facility, and changes in inventory management. Ethylene and propylene prices averaged 21 percent and 11 percent higher, respectively, partially offset by 29 percent lower butadiene prices.
|
•
|
A $229 million decrease in marketing revenues primarily due to $244 million associated with lower NGL prices and $136 million associated with lower crude oil volumes, partially offset by $130 million related to higher non-ethane volumes primarily related to new marketing activity in our Ohio Valley Midstream business. The changes in marketing revenues are more than offset by similar changes in marketing purchases.
|
•
|
A $201 million increase in service revenues primarily includes $167 million higher fee revenues resulting from higher gathering volumes driven by new well connections related to infrastructure additions placed into service in 2012 and 2013, a full year of operations associated with gathering systems included in the 2012 acquisitions, and increased gathering rates associated with customer contract modifications primarily in the Susquehanna Supply Hub, as well as contributions from the processing and fractionation facilities placed in service in the latter half of 2012 and in 2013 in the Ohio Valley Midstream business. Natural gas transportation revenues also increased $106 million primarily due to expansion projects placed into service in 2012 and 2013, as well as new rates effective in first-quarter 2013. Partially offsetting these increases is a $43 million decrease in gathering and processing revenues primarily due to a natural decline in production volumes, primarily in the Piceance basin and Four Corners area, and severe winter weather conditions in the first quarter of 2013, which prevented producers from delivering gas in our western onshore operations. In addition, fee revenues decreased $34 million in the eastern Gulf Coast primarily driven by natural declines in Bass Lite and Blind Faith production area volumes.
|
•
|
A $53 million increase in other product sales primarily due to higher system management gas sales from our gas pipeline businesses (offset in
segment costs and expenses
).
|
•
|
A $256 million decrease in marketing purchases primarily due to lower NGL prices and lower crude oil volumes, partially offset by higher non-ethane volumes (substantially offset in marketing revenues).
|
•
|
A $220 million decrease in olefin feedstock purchases due to $207 million associated with lower volumes, primarily due to the loss of production as a result of the Geismar Incident and the third-party storage facility outage discussed above, and $13 million lower feedstock costs, reflecting 21 percent lower average per-unit ethylene feedstock costs, partially offset by 11 percent higher average per-unit propylene feedstock costs.
|
•
|
A $51 million decrease in costs associated with our equity NGLs reflecting a $102 million decrease due to lower natural gas volumes driven by lower ethane recoveries, partially offset by a $51 million increase related to a 32 percent increase in average natural gas prices.
|
•
|
A $50 million increase in operating costs includes $42 million in higher
Operating and maintenance expenses
primarily associated with the businesses acquired in the Laser and Caiman Acquisitions in February and April 2012, respectively, and the subsequent growth in these operations, as well as $13 million of costs incurred under our insurance deductibles associated with the Geismar Incident. These increases are partially offset by lower compressor and pipeline maintenance and repair expenses at our Gulf Coast businesses primarily due to the absence of expenses relating to the substantial completion of a natural gas pipeline integrity management plan during 2012. Additionally, the increase in operating costs includes $44 million in higher
Depreciation and amortization expenses
primarily reflecting a full year of expense in 2013 associated with the businesses acquired in 2012 and depreciation on subsequent infrastructure additions, partially offset by the absence of increased depreciation in 2012 on certain assets in the Gulf Coast region resulting from a change in the estimated useful lives. Partially offsetting these increases in operating costs is lower SG&A primarily due to the absence of acquisition and transition costs of $23 million incurred in 2012.
|
•
|
A $50 million increase in other product costs primarily due to higher system management gas costs from our gas pipeline businesses (offset in
segment revenues
).
|
•
|
An $8 million favorable change in
Other (income) expense - net
primarily attributable to the recognition of $40 million of income associated with the net insurance recoveries related to the Geismar Incident during 2013 and $9 million involuntary conversion gains related to a 2012 furnace fire at our Geismar olefins plant. The favorable changes are partially offset by a $25 million accrued loss for a settlement in principle of a producer claim against us and $23 million higher amortization of regulatory assets associated with asset retirement obligations in 2013.
|
•
|
A $297 million decrease in NGL margins driven primarily by lower NGL volumes and prices and higher natural gas prices, partially offset by lower natural gas volumes.
|
•
|
A $92 million decrease in olefin margins including $156 million associated with lower product volumes at our Geismar plant offset by $41 million higher ethylene per-unit sales prices and $21 million lower ethylene feedstock costs.
|
•
|
A $50 million increase in operating costs as previously discussed.
|
•
|
A $7 million decrease in
Equity earnings (losses)
primarily due to $20 million lower equity earnings from Discovery driven by lower NGL margins reflecting lower volumes including reduced ethane recoveries and natural declines, as well as lower NGL prices. In addition, charges to write-down two lateral pipelines and electrical equipment in 2013 and the absence of a favorable customer settlement in 2012 decreased equity earnings from Discovery. The decrease is partially offset by $15 million improved equity earnings from Laurel Mountain driven primarily by 55 percent higher gathering volumes, the receipt of an annual minimum volume commitment fee in 2013, and lower leased compression expenses.
|
•
|
A $201 million increase in service revenues as previously discussed.
|
•
|
A $27 million increase in marketing margins primarily due to favorable prices in 2013 and the absence of losses recognized in the second quarter of 2012 driven by significant declines in NGL prices while product was in transit.
|
•
|
An $8 million favorable change in
Other (income) expense - net
as previously discussed.
|
•
|
A $366 million decrease in revenues from our equity NGLs primarily reflecting a decrease of $354 million associated with an overall 26 percent decrease in average NGL per-unit sales prices. Average ethane and non-ethane per-unit prices decreased by 49 percent and 15 percent, respectively.
|
•
|
A $77 million decrease in olefin sales revenues including $42 million lower ethylene production sales revenues primarily due to 10 percent lower average per-unit sales prices and $26 million lower propylene production sales revenues primarily due to 17 percent lower average per-unit sales prices.
|
•
|
Marketing revenues were $93 million lower primarily due to a significant decrease in NGL and olefin prices, partially offset by higher NGL and crude volumes, as well as new volumes from natural gas marketing activities.
|
•
|
A $39 million decrease in system management gas sales from our gas pipeline businesses (offset in
segment costs and expenses
).
|
•
|
A $203 million increase in fee revenues primarily includes $163 million higher fee revenues due to higher volumes in the Marcellus Shale, including new volumes on our gathering and processing assets in our Ohio Valley Midstream and Susquehanna Supply Hub businesses; higher volumes in the western deepwater Gulf of Mexico, including higher volumes on our Perdido Norte natural gas and oil pipelines; and higher volumes in the Piceance basin. It also includes a $40 million increase in transportation revenues associated with natural gas pipeline expansion projects placed in service during 2011 and 2012.
|
•
|
A $183 million decrease in olefin feedstock costs including $130 million lower ethylene feedstock costs driven by 38 percent lower average per-unit feedstock costs and $28 million lower propylene feedstock costs primarily due to 20 percent lower per-unit feedstock costs.
|
•
|
A $137 million decrease in costs associated with our equity NGLs primarily due to a 31 percent decrease in average natural gas prices.
|
•
|
A $39 million decrease in system management gas costs from our gas pipeline businesses (offset in
segment revenues
).
|
•
|
A $46 million decrease in marketing purchases primarily due to significantly lower average NGL prices, partially offset by higher NGL and crude volumes, as well as new volumes from natural gas marketing activities. The changes in natural gas marketing purchases are more than offset by similar changes in natural gas marketing revenues.
|
•
|
A $132 million increase in operating costs including higher depreciation and amortization of assets and intangibles, along with maintenance costs associated with assets acquired in 2012, partially offset by lower costs in our Four Corners area related to the consolidation of certain operations.
|
•
|
An $81 million increase in general and administrative expenses including $23 million of Caiman and Laser acquisition and transition-related costs, as well as increases in employee-related and information technology expenses driven by general growth within our business operations.
|
•
|
A $229 million decrease in NGL margins driven primarily by commodity price changes including lower NGL prices, partially offset by lower natural gas prices.
|
•
|
A $132 million increase in operating costs as previously discussed.
|
•
|
An $81 million increase in general and administrative expenses as previously discussed.
|
•
|
A $47 million decrease in margins related to the marketing of NGLs primarily due to the impact of a significant and rapid decline in NGL prices, primarily during the second quarter of 2012, while product was in transit and a $7 million unfavorable change in write-downs of inventories to lower of cost or market. These unfavorable variances compare to periods of increasing prices during 2011.
|
•
|
A
$31 million decrease in
Equity earnings (losses)
primarily due to $19 million lower Laurel Mountain equity earnings driven by lower gathering rates indexed to natural gas prices, higher operating costs, including depreciation, and the impairment of two minor NGL processing plants, partially offset by higher gathered volumes; $12 million lower Aux Sable equity earnings primarily due to lower NGL margins; and $12 million lower Discovery equity earnings primarily due to lower NGL margins and volumes. These decreases are partially offset by $11 million higher Gulfstream equity earnings primarily due to WPZ’s acquisition of additional interest in Gulfstream, which was previously reflected in Other.
|
•
|
A $203 million increase in fee revenues as previously discussed.
|
•
|
A $106 million increase in olefin product margins including $88 million higher ethylene production margins primarily due to 38 percent lower average per-unit feedstock prices, partially offset by 10 percent lower average per-unit sales prices. DAC production margins were also $13 million higher, primarily resulting from higher average per-unit margins driven primarily by lower average per-unit feedstock prices.
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions)
|
||||||||||
Segment revenues
|
$
|
273
|
|
|
$
|
279
|
|
|
$
|
341
|
|
Segment costs and expenses
|
(235
|
)
|
|
(180
|
)
|
|
(184
|
)
|
|||
Segment profit
|
$
|
38
|
|
|
$
|
99
|
|
|
$
|
157
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions)
|
||||||||||
Segment profit
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions)
|
||||||||||
Segment revenues
|
$
|
36
|
|
|
$
|
27
|
|
|
$
|
25
|
|
Segment profit (loss)
|
(4
|
)
|
|
49
|
|
|
24
|
|
•
|
Expansion of Williams Partners’ interstate natural gas pipeline system to meet the demand of growth markets;
|
•
|
Continued investment in Williams Partners’ gathering and processing capacity and infrastructure in the Marcellus Shale area and deepwater Gulf of Mexico, as well as expansion of our olefins business in the Gulf Coast region;
|
•
|
Expansion of our Canadian facilities and investment in a joint project to develop the Bluegrass Pipeline;
|
•
|
Total per-share dividends grew 20 percent to
$1.4375
in 2013 compared to
$1.19625
in 2012.
|
•
|
Firm demand and capacity reservation transportation revenues under long-term contracts;
|
•
|
Fee-based revenues from certain gathering and processing services.
|
•
|
We expect capital and investment expenditures to total between $4.16 billion and $5.04 billion in 2014. Of this total, maintenance capital expenditures, which are generally considered nondiscretionary and include expenditures to meet legal and regulatory requirements, to maintain and/or extend the operating capacity and useful lives of our assets, and to complete certain well connections, are expected to total between $360 million and $440 million. Expansion capital expenditures, which are generally more discretionary to fund projects in order to grow our business are expected to total between $3.8 billion and $4.6 billion. See Company Outlook - Expansion Projects for discussions describing the general nature of these expenditures. In addition, we retain the flexibility to adjust our planned levels of capital and investment expenditures in response to changes in economic conditions or business opportunities.
|
•
|
We expect to pay total cash dividends of approximately $1.75 per common share in 2014, an increase of 22 percent over 2013 levels.
|
•
|
We expect to fund working capital requirements, capital and investment expenditures, debt service payments, dividends and distributions, and tax payments primarily through cash flow from operations, cash and cash equivalents on hand, issuances of WPZ debt and/or equity securities, and utilization of our credit facility and WPZ’s credit facility and/or commercial paper program. Based on a range of market assumptions, we currently estimate our cash flow from operations will be between $2.85 billion and $3.175 billion in 2014.
|
|
|
December 31, 2013
|
||||||||||
Available Liquidity
|
|
WPZ
|
|
WMB
|
|
Total
|
||||||
|
|
(Millions)
|
||||||||||
Cash and cash equivalents
|
|
$
|
102
|
|
|
$
|
579
|
|
(1)
|
$
|
681
|
|
Capacity available under our $1.5 billion credit facility (expires July 31, 2018) (2)
|
|
|
|
1,500
|
|
|
1,500
|
|
||||
Capacity available to WPZ under its $2.5 billion five-year credit facility (expires July 31, 2018) less amounts outstanding under its $2 billion commercial paper program (3)(4)
|
|
2,275
|
|
|
|
|
2,275
|
|
||||
|
|
$
|
2,377
|
|
|
$
|
2,079
|
|
|
$
|
4,456
|
|
(1)
|
Includes $278 million of
Cash and cash equivalents
held primarily by certain international entities, that we intend to utilize to fund growth in our Canadian midstream operations. The remainder of our
Cash and cash equivalents
is primarily held in government-backed instruments.
|
(2)
|
We did not borrow on our credit facility during 2013. At December 31, 2013, we are in compliance with the financial covenants associated with this credit facility. (See
Note 13 – Debt, Banking Arrangements, and Leases
of Notes to Consolidated Financial Statements.) On July 31, 2013, we amended our $900 million credit facility to increase the aggregate commitments to $1.5 billion and extend the maturity date to July 31, 2018. The amended credit facility, under certain circumstances, may be increased up to an additional $500 million.
|
(3)
|
The highest amount outstanding during 2013 was $1.085 billion under WPZ’s commercial paper program. As of February 25, 2014, $900 million is outstanding under WPZ’s commercial paper program. At December 31, 2013, WPZ is in compliance with the financial covenants associated with the credit facility and commercial paper program. (See
Note 13 – Debt, Banking Arrangements, and Leases
of Notes to Consolidated Financial Statements.) The WPZ credit facility is only available to WPZ, Transco, and Northwest Pipeline as co-borrowers. On July 31, 2013, WPZ amended its $2.4 billion credit facility to increase the aggregate commitments to $2.5 billion and extend the maturity date to July 31, 2018. The amended credit facility, under certain circumstances, may be increased up to an additional $500 million.
|
(4)
|
In managing our available liquidity, we do not expect a maximum outstanding amount under WPZ’s commercial paper program in excess of the capacity available under WPZ’s credit facility.
|
|
|
|
|
|
|
|
|
|
Rating Agency
|
|
Outlook
|
|
Senior
Unsecured
Debt Rating
|
|
Corporate
Credit Rating
|
Williams:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standard & Poor’s
|
|
Stable
|
|
BBB-
|
|
BBB
|
|
|
|
|
|
|
|
|
|
Moody’s Investors Service
|
|
Stable
|
|
Baa3
|
|
N/A
|
|
|
|
|
|
|
|
|
|
Fitch Ratings
|
|
Stable
|
|
BBB-
|
|
N/A
|
|
|
|
|
|
|
|
|
Williams Partners:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standard & Poor’s
|
|
Stable
|
|
BBB
|
|
BBB
|
|
|
|
|
|
|
|
|
|
Moody’s Investors Service
|
|
Stable
|
|
Baa2
|
|
N/A
|
|
|
|
|
|
|
|
|
|
Fitch Ratings
|
|
Positive
|
|
BBB-
|
|
N/A
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions)
|
||||||||||
Net cash provided (used) by:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
2,217
|
|
|
$
|
1,835
|
|
|
$
|
3,439
|
|
Financing activities
|
1,677
|
|
|
5,036
|
|
|
(342
|
)
|
|||
Investing activities
|
(4,052
|
)
|
|
(6,921
|
)
|
|
(3,003
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
(158
|
)
|
|
$
|
(50
|
)
|
|
$
|
94
|
|
•
|
$224 million net proceeds received from WPZ’s commercial paper issuances;
|
•
|
$1.705 billion received from WPZ’s credit facility borrowings:
|
•
|
$994 million net proceeds received from WPZ’s November 2013 public offering of $600 million of 4.5 percent senior unsecured notes due 2023 and $400 million of 5.8 percent senior unsecured notes due 2043;
|
•
|
$2.08 billion paid on WPZ’s credit facility borrowings;
|
•
|
$1.819 billion received from WPZ’s equity offerings;
|
•
|
$982 million paid for quarterly dividends on common stock for the year ended December 31, 2013;
|
•
|
$489 million paid for dividends and distributions to noncontrolling interests;
|
•
|
$467 million received in contributions from noncontrolling interests.
|
•
|
$2.5 billion net proceeds received from our 2012 equity offerings;
|
•
|
$1.559 billion received from WPZ’s 2012 equity offerings;
|
•
|
$842 million net proceeds received from our December 2012 public offering of $850 million of 3.7 percent senior unsecured notes due 2023;
|
•
|
$745 million net proceeds received from WPZ’s August 2012 public offering of $750 million of senior unsecured notes due 2022;
|
•
|
$395 million net proceeds received from Transco’s July 2012 issuance of $400 million of senior unsecured notes;
|
•
|
$1.49 billion received from WPZ’s credit facility borrowings;
|
•
|
$1.115 billion of WPZ’s credit facility borrowings paid;
|
•
|
$325 million paid to retire Transco’s 8.875 percent notes that matured in July 2012;
|
•
|
We paid $742 million of quarterly dividends on common stock for the year ended December 31, 2012;
|
•
|
We paid $387 million of dividends and distributions to noncontrolling interests.
|
•
|
$526 million of cash retained by WPX upon spin-off on December 31, 2011;
|
•
|
$746 million of notes and debentures retired in December 2011 and $254 million paid in associated premiums;
|
•
|
$1.5 billion received from WPX’s issuance of senior unsecured notes in November 2011;
|
•
|
$500 million received from WPZ’s public offering of senior unsecured notes in November 2011 primarily used to repay borrowings on its credit facility mentioned below;
|
•
|
$375 million received by Transco from the issuance of senior unsecured notes in August 2011;
|
•
|
$300 million paid to retire Transco’s senior unsecured notes that matured in August 2011;
|
•
|
$300 million received in borrowings from WPZ’s $1.75 billion unsecured credit facility;
|
•
|
$150 million paid to retire WPZ’s senior unsecured notes that matured in June 2011;
|
•
|
We paid $457 million of quarterly dividends on common stock for the year ended December 31, 2011;
|
•
|
$425 million in net borrowings and payments related to WPZ’s credit facility;
|
•
|
We paid $214 million of dividends and distributions to noncontrolling interests.
|
•
|
Capital expenditures totaled $3.572 billion for 2013;
|
•
|
Purchases of and contributions to our equity method investments of $455 million.
|
•
|
Capital expenditures totaled $2.529 billion for 2012;
|
•
|
Purchases of and contributions to our equity method investments of $2.7 billion, including $2.19 billion paid in December 2012 for our investment in Access Midstream Partners;
|
•
|
$1.72 billion paid, net of purchase price adjustments, for WPZ’s Caiman Acquisition in April 2012;
|
•
|
$
325 million paid, net of cash acquired in the transaction, for WPZ’s Laser Acquisition in March 2012;
|
•
|
$121 million received from the reconsolidation of the Wilpro entities (see
Note 4 – Discontinued Operations
of our Notes to Consolidated Financial Statements).
|
•
|
Capital expenditures totaled $2.796 billion in 2011;
|
•
|
We contributed $137 million to our Laurel Mountain equity investment.
|
|
2014
|
|
2015 -
2016
|
|
2017 -
2018
|
|
Thereafter
|
|
Total
|
||||||||||
|
|
|
|
|
(Millions)
|
|
|
|
|
||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
$
|
—
|
|
|
$
|
1,125
|
|
|
$
|
1,285
|
|
|
$
|
8,980
|
|
|
$
|
11,390
|
|
Interest
|
624
|
|
|
1,182
|
|
|
1,026
|
|
|
5,008
|
|
|
7,840
|
|
|||||
Commercial paper
|
225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|||||
Capital leases
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Operating leases (1)
|
54
|
|
|
91
|
|
|
66
|
|
|
123
|
|
|
334
|
|
|||||
Purchase obligations (2)
|
2,055
|
|
|
519
|
|
|
440
|
|
|
938
|
|
|
3,952
|
|
|||||
Other obligations (3)(4)
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Total
|
$
|
2,961
|
|
|
$
|
2,919
|
|
|
$
|
2,817
|
|
|
$
|
15,049
|
|
|
$
|
23,746
|
|
(1)
|
Includes a right-of-way agreement with the Jicarilla Apache Nation. We are required to make a fixed annual payment of $8 million and an additional annual payment, which varies depending on per-unit NGL margins and the volume of gas gathered by our gathering facilities subject to the right-of-way agreement. The table above for years 2015 and thereafter does not include such variable amounts related to this agreement as the variable amount is not yet determinable. The variable portion to be paid in 2014 based on 2013 gathering volumes is $5 million and is included in the table for year 2014.
|
(2)
|
Includes approximately $1.2 billion in open property, plant and equipment purchase orders. Larger projects include Gulfstar One and the Oak Grove plant.
Includes an estimated $621 million long-term ethane purchase obligation with index-based pricing terms that is reflected in this table at December 31, 2013 prices. This obligation is part of an overall exchange agreement whereby volumes we transport on OPPL are sold at a third-party fractionator
|
(3)
|
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 $100 million in 2013 and $92 million in 2012. In 2014, we expect to contribute approximately $71 million to these plans (see
Note 9 – 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 2013, we contributed $90 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 2014, 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 results for assumptions such as returns on plan assets, interest rates, retirement rates, mortality, and other significant assumptions or by changes to current legislation and regulations.
|
(4)
|
We have not included income tax liabilities in the table above. See
Note 7 – Provision (Benefit) for Income Taxes
of Notes to Consolidated Financial Statements for a discussion of income taxes, including our contingent tax liability reserves.
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter (1)
|
|
Total
|
|
Fair Value December 31, 2013
|
||||||||
|
(Millions)
|
|||||||||||||||||||||||
Long-term debt, including current portion: (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate
|
$
|
—
|
|
$
|
750
|
|
$
|
375
|
|
$
|
785
|
|
$
|
500
|
|
$
|
8,943
|
|
$
|
11,353
|
|
$
|
11,971
|
|
Interest rate
|
|
5.5
|
%
|
|
5.6
|
%
|
|
5.6
|
%
|
|
5.5
|
%
|
|
5.4
|
%
|
|
6.0
|
%
|
|
|
|
|
||
Variable rate (3)
|
$
|
225
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
225
|
|
$
|
225
|
|
Interest rate (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Thereafter (1)
|
|
Total
|
|
Fair Value December 31, 2012
|
||||||||
|
(Millions)
|
|||||||||||||||||||||||
Long-term debt, including current portion: (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate
|
$
|
—
|
|
$
|
—
|
|
$
|
750
|
|
$
|
375
|
|
$
|
785
|
|
$
|
8,449
|
|
$
|
10,359
|
|
$
|
12,013
|
|
Interest rate
|
|
5.5
|
%
|
|
5.5
|
%
|
|
5.6
|
%
|
|
5.7
|
%
|
|
5.6
|
%
|
|
6.0
|
%
|
|
|
|
|
||
Variable rate
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
375
|
|
$
|
—
|
|
$
|
—
|
|
$
|
375
|
|
$
|
375
|
|
Interest rate (4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes unamortized discount and premium.
|
(2)
|
Excludes capital leases.
|
(4)
|
The weighted average interest rate was 0.42 percent and 2.7 percent at
December 31, 2013
and
2012
, respectively.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions, except per-share amounts)
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Service revenues
|
|
$
|
2,939
|
|
|
$
|
2,729
|
|
|
$
|
2,532
|
|
Product sales
|
|
3,921
|
|
|
4,757
|
|
|
5,398
|
|
|||
Total revenues
|
|
6,860
|
|
|
7,486
|
|
|
7,930
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Product costs
|
|
3,027
|
|
|
3,496
|
|
|
3,934
|
|
|||
Operating and maintenance expenses
|
|
1,097
|
|
|
1,027
|
|
|
990
|
|
|||
Depreciation and amortization expenses
|
|
815
|
|
|
756
|
|
|
661
|
|
|||
Selling, general, and administrative expenses
|
|
512
|
|
|
571
|
|
|
477
|
|
|||
Other (income) expense – net
|
|
34
|
|
|
24
|
|
|
1
|
|
|||
Total costs and expenses
|
|
5,485
|
|
|
5,874
|
|
|
6,063
|
|
|||
Operating income (loss)
|
|
1,375
|
|
|
1,612
|
|
|
1,867
|
|
|||
Equity earnings (losses)
|
|
134
|
|
|
111
|
|
|
155
|
|
|||
Interest incurred
|
|
(611
|
)
|
|
(568
|
)
|
|
(598
|
)
|
|||
Interest capitalized
|
|
101
|
|
|
59
|
|
|
25
|
|
|||
Other investing income – net
|
|
81
|
|
|
77
|
|
|
13
|
|
|||
Early debt retirement costs
|
|
—
|
|
|
—
|
|
|
(271
|
)
|
|||
Other income (expense) – net
|
|
—
|
|
|
(2
|
)
|
|
11
|
|
|||
Income (loss) from continuing operations before income taxes
|
|
1,080
|
|
|
1,289
|
|
|
1,202
|
|
|||
Provision (benefit) for income taxes
|
|
401
|
|
|
360
|
|
|
124
|
|
|||
Income (loss) from continuing operations
|
|
679
|
|
|
929
|
|
|
1,078
|
|
|||
Income (loss) from discontinued operations
|
|
(11
|
)
|
|
136
|
|
|
(417
|
)
|
|||
Net income (loss)
|
|
668
|
|
|
1,065
|
|
|
661
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
238
|
|
|
206
|
|
|
285
|
|
|||
Net income (loss) attributable to The Williams Companies, Inc.
|
|
$
|
430
|
|
|
$
|
859
|
|
|
$
|
376
|
|
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
441
|
|
|
$
|
723
|
|
|
$
|
803
|
|
Income (loss) from discontinued operations
|
|
(11
|
)
|
|
136
|
|
|
(427
|
)
|
|||
Net income (loss)
|
|
$
|
430
|
|
|
$
|
859
|
|
|
$
|
376
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
.65
|
|
|
$
|
1.17
|
|
|
$
|
1.36
|
|
Income (loss) from discontinued operations
|
|
(.02
|
)
|
|
.22
|
|
|
(.72
|
)
|
|||
Net income (loss)
|
|
$
|
.63
|
|
|
$
|
1.39
|
|
|
$
|
.64
|
|
Weighted-average shares (thousands)
|
|
682,948
|
|
|
619,792
|
|
|
588,553
|
|
|||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
.64
|
|
|
$
|
1.15
|
|
|
$
|
1.34
|
|
Income (loss) from discontinued operations
|
|
(.02
|
)
|
|
.22
|
|
|
(.71
|
)
|
|||
Net income (loss)
|
|
$
|
.62
|
|
|
$
|
1.37
|
|
|
$
|
.63
|
|
Weighted-average shares (thousands)
|
|
687,185
|
|
|
625,486
|
|
|
598,175
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(Millions)
|
||||||||||
Net income (loss)
|
|
$
|
668
|
|
|
$
|
1,065
|
|
|
$
|
661
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Cash flow hedging activities:
|
|
|
|
|
|
|
||||||
Net unrealized gain (loss) from derivative instruments, net of taxes of ($7) and ($152) in 2012 and 2011, respectively
|
|
1
|
|
|
22
|
|
|
243
|
|
|||
Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes of $7 and $124 in 2012 and 2011, respectively
|
|
(1
|
)
|
|
(23
|
)
|
|
(190
|
)
|
|||
Foreign currency translation adjustments, net of taxes of $24 in 2013
|
|
(41
|
)
|
|
22
|
|
|
(18
|
)
|
|||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
||||||
Prior service credit arising during the year, net of taxes of ($9), ($1) and ($1) in 2013, 2012 and 2011, respectively (Note 9)
|
|
14
|
|
|
1
|
|
|
1
|
|
|||
Amortization of prior service cost (credit) included in net periodic benefit cost, net of taxes of $1 in 2013, 2012, and 2011
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Net actuarial gain (loss) arising during the year, net of taxes of ($111), $19 and $89 in 2013, 2012 and 2011, respectively (Note 9)
|
|
189
|
|
|
(30
|
)
|
|
(152
|
)
|
|||
Amortization of actuarial (gain) loss included in net periodic benefit cost, net of taxes of ($23), ($22) and ($16) in 2013, 2012 and 2011, respectively
|
|
38
|
|
|
39
|
|
|
27
|
|
|||
Equity Securities:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on equity securities, net of taxes of ($2) in 2011
|
|
—
|
|
|
—
|
|
|
3
|
|
|||
Reclassifications into earnings of (gain) loss on sale of equity securities, net of taxes of $2 in 2012
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||
Other comprehensive income (loss)
|
|
198
|
|
|
27
|
|
|
(88
|
)
|
|||
Comprehensive income (loss)
|
|
866
|
|
|
1,092
|
|
|
573
|
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
|
238
|
|
|
206
|
|
|
285
|
|
|||
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
|
$
|
628
|
|
|
$
|
886
|
|
|
$
|
288
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(Millions, except per-share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
681
|
|
|
$
|
839
|
|
Accounts and notes receivable, net:
|
|
|
|
|
||||
Trade and other
|
|
600
|
|
|
620
|
|
||
Income tax receivable
|
|
74
|
|
|
68
|
|
||
Deferred income tax asset
|
|
27
|
|
|
117
|
|
||
Inventories
|
|
194
|
|
|
175
|
|
||
Other current assets and deferred charges
|
|
107
|
|
|
105
|
|
||
Total current assets
|
|
1,683
|
|
|
1,924
|
|
||
|
|
|
|
|
||||
Investments
|
|
4,360
|
|
|
3,987
|
|
||
Property, plant, and equipment – net
|
|
18,210
|
|
|
15,467
|
|
||
Goodwill
|
|
646
|
|
|
649
|
|
||
Other intangible assets
|
|
1,644
|
|
|
1,704
|
|
||
Regulatory assets, deferred charges, and other
|
|
599
|
|
|
596
|
|
||
Total assets
|
|
$
|
27,142
|
|
|
$
|
24,327
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
960
|
|
|
$
|
920
|
|
Accrued liabilities
|
|
797
|
|
|
628
|
|
||
Commercial paper
|
|
225
|
|
|
—
|
|
||
Long-term debt due within one year
|
|
1
|
|
|
1
|
|
||
Total current liabilities
|
|
1,983
|
|
|
1,549
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
11,353
|
|
|
10,735
|
|
||
Deferred income taxes
|
|
3,529
|
|
|
2,841
|
|
||
Other noncurrent liabilities
|
|
1,356
|
|
|
1,775
|
|
||
Contingent liabilities and commitments (Note 17)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock (960 million shares authorized at $1 par value;
718 million shares issued at December 31, 2013 and 716 million shares
issued at December 31, 2012)
|
|
718
|
|
|
716
|
|
||
Capital in excess of par value
|
|
11,599
|
|
|
11,134
|
|
||
Retained deficit
|
|
(6,248
|
)
|
|
(5,695
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(164
|
)
|
|
(362
|
)
|
||
Treasury stock, at cost (35 million shares of common stock)
|
|
(1,041
|
)
|
|
(1,041
|
)
|
||
Total stockholders’ equity
|
|
4,864
|
|
|
4,752
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
|
4,057
|
|
|
2,675
|
|
||
Total equity
|
|
8,921
|
|
|
7,427
|
|
||
Total liabilities and equity
|
|
$
|
27,142
|
|
|
$
|
24,327
|
|
|
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
|
||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||
Balance – December 31, 2010
|
$
|
620
|
|
|
$
|
7,784
|
|
|
$
|
(478
|
)
|
|
$
|
(82
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
6,803
|
|
|
$
|
1,331
|
|
|
$
|
8,134
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
376
|
|
|
—
|
|
|
—
|
|
|
376
|
|
|
285
|
|
|
661
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
|
(88
|
)
|
||||||||
Cash dividends – common stock (Note 14)
|
—
|
|
|
—
|
|
|
(457
|
)
|
|
—
|
|
|
—
|
|
|
(457
|
)
|
|
—
|
|
|
(457
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214
|
)
|
|
(214
|
)
|
||||||||
Issuance of common stock from debentures conversion
|
1
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||||
Stock-based compensation and related common stock issuances, net of tax
|
4
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|
—
|
|
|
108
|
|
||||||||
Changes in Williams Partners L.P. ownership interests, net
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
(30
|
)
|
|
(12
|
)
|
||||||||
Distribution of WPX Energy, Inc. to stockholders (Note 4)
|
—
|
|
|
—
|
|
|
(5,261
|
)
|
|
(219
|
)
|
|
—
|
|
|
(5,480
|
)
|
|
(81
|
)
|
|
(5,561
|
)
|
||||||||
Other
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
||||||||
Balance – December 31, 2011
|
626
|
|
|
7,920
|
|
|
(5,820
|
)
|
|
(389
|
)
|
|
(1,041
|
)
|
|
1,296
|
|
|
1,290
|
|
|
2,586
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
859
|
|
|
—
|
|
|
—
|
|
|
859
|
|
|
206
|
|
|
1,065
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
||||||||
Cash dividends – common stock (Note 14)
|
—
|
|
|
—
|
|
|
(742
|
)
|
|
—
|
|
|
—
|
|
|
(742
|
)
|
|
—
|
|
|
(742
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(387
|
)
|
|
(387
|
)
|
||||||||
Issuance of common stock from debentures conversion
|
1
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||||
Stock-based compensation and related common stock issuances, net of tax
|
6
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
104
|
|
||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,559
|
|
|
1,559
|
|
||||||||
Issuances of limited partner units of Williams Partners L.P. related to acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,044
|
|
|
1,044
|
|
||||||||
Changes in Williams Partners L.P. ownership interest, net
|
—
|
|
|
699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
699
|
|
|
(1,115
|
)
|
|
(416
|
)
|
||||||||
Sales of common stock (Note 14)
|
83
|
|
|
2,412
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,495
|
|
|
—
|
|
|
2,495
|
|
||||||||
Reconsolidation of noncontrolling interest in Wilpro entities (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
65
|
|
||||||||
Contributions from noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(1
|
)
|
|
7
|
|
||||||||
Balance – December 31, 2012
|
716
|
|
|
11,134
|
|
|
(5,695
|
)
|
|
(362
|
)
|
|
(1,041
|
)
|
|
4,752
|
|
|
2,675
|
|
|
7,427
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
430
|
|
|
—
|
|
|
—
|
|
|
430
|
|
|
238
|
|
|
668
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
198
|
|
||||||||
Cash dividends – common stock (Note 14)
|
—
|
|
|
—
|
|
|
(982
|
)
|
|
—
|
|
|
—
|
|
|
(982
|
)
|
|
—
|
|
|
(982
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(489
|
)
|
|
(489
|
)
|
||||||||
Issuance of common stock from debentures conversion
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Stock-based compensation and related common stock issuances, net of tax
|
2
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
56
|
|
||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,819
|
|
|
1,819
|
|
||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
409
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
409
|
|
|
(652
|
)
|
|
(243
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
467
|
|
|
467
|
|
||||||||
Other
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||
Balance – December 31, 2013
|
$
|
718
|
|
|
$
|
11,599
|
|
|
$
|
(6,248
|
)
|
|
$
|
(164
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
4,864
|
|
|
$
|
4,057
|
|
|
$
|
8,921
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(Millions)
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
668
|
|
|
$
|
1,065
|
|
|
$
|
661
|
|
Adjustments to reconcile to net cash provided (used) by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, depletion, and amortization
|
|
815
|
|
|
756
|
|
|
1,614
|
|
|||
Provision (benefit) for deferred income taxes
|
|
424
|
|
|
206
|
|
|
(179
|
)
|
|||
Provision for loss on investments, property, and other assets
|
|
—
|
|
|
—
|
|
|
882
|
|
|||
Net (gain) loss on dispositions of assets
|
|
28
|
|
|
(52
|
)
|
|
(1
|
)
|
|||
Gain on reconsolidation of Wilpro entities (Note 4)
|
|
—
|
|
|
(144
|
)
|
|
—
|
|
|||
Amortization of stock-based awards
|
|
37
|
|
|
36
|
|
|
52
|
|
|||
Early debt retirement costs
|
|
—
|
|
|
—
|
|
|
271
|
|
|||
Cash provided (used) by changes in current assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
|
35
|
|
|
27
|
|
|
(197
|
)
|
|||
Inventories
|
|
(17
|
)
|
|
5
|
|
|
60
|
|
|||
Other current assets and deferred charges
|
|
25
|
|
|
29
|
|
|
(15
|
)
|
|||
Accounts payable
|
|
(35
|
)
|
|
(110
|
)
|
|
250
|
|
|||
Accrued liabilities
|
|
175
|
|
|
—
|
|
|
51
|
|
|||
Other, including changes in noncurrent assets and liabilities
|
|
62
|
|
|
17
|
|
|
(10
|
)
|
|||
Net cash provided (used) by operating activities
|
|
2,217
|
|
|
1,835
|
|
|
3,439
|
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Proceeds from (payments of) commercial paper – net
|
|
224
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from long-term debt
|
|
2,699
|
|
|
3,486
|
|
|
3,172
|
|
|||
Payments of long-term debt
|
|
(2,081
|
)
|
|
(1,468
|
)
|
|
(2,055
|
)
|
|||
Proceeds from issuance of common stock
|
|
18
|
|
|
2,550
|
|
|
49
|
|
|||
Proceeds from sale of limited partner units of consolidated partnership
|
|
1,819
|
|
|
1,559
|
|
|
—
|
|
|||
Dividends paid
|
|
(982
|
)
|
|
(742
|
)
|
|
(457
|
)
|
|||
Dividends and distributions paid to noncontrolling interests
|
|
(489
|
)
|
|
(349
|
)
|
|
(214
|
)
|
|||
Distributions paid to noncontrolloing interests on sale of Wilpro assets (Note 4)
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|||
Contributions from noncontrolling interests
|
|
467
|
|
|
13
|
|
|
—
|
|
|||
Cash of WPX Energy, Inc. at spin-off
|
|
—
|
|
|
—
|
|
|
(526
|
)
|
|||
Premiums paid on early debt retirements
|
|
—
|
|
|
—
|
|
|
(254
|
)
|
|||
Other – net
|
|
2
|
|
|
25
|
|
|
(57
|
)
|
|||
Net cash provided (used) by financing activities
|
|
1,677
|
|
|
5,036
|
|
|
(342
|
)
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Capital expenditures (1)
|
|
(3,572
|
)
|
|
(2,529
|
)
|
|
(2,796
|
)
|
|||
Purchases of and contributions to equity method investments
|
|
(455
|
)
|
|
(2,651
|
)
|
|
(211
|
)
|
|||
Purchases of businesses
|
|
(6
|
)
|
|
(2,049
|
)
|
|
(41
|
)
|
|||
Proceeds from dispositions of investments
|
|
—
|
|
|
79
|
|
|
16
|
|
|||
Cash of Wilpro entities upon reconsolidation (Note 4)
|
|
—
|
|
|
121
|
|
|
—
|
|
|||
Other – net
|
|
(19
|
)
|
|
108
|
|
|
29
|
|
|||
Net cash provided (used) by investing activities
|
|
(4,052
|
)
|
|
(6,921
|
)
|
|
(3,003
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
(158
|
)
|
|
(50
|
)
|
|
94
|
|
|||
Cash and cash equivalents at beginning of year
|
|
839
|
|
|
889
|
|
|
795
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
681
|
|
|
$
|
839
|
|
|
$
|
889
|
|
_________
|
|
|
|
|
|
|
||||||
(1) Increases to property, plant, and equipment
|
|
$
|
(3,653
|
)
|
|
$
|
(2,755
|
)
|
|
$
|
(2,953
|
)
|
Changes in related accounts payable and accrued liabilities
|
|
81
|
|
|
226
|
|
|
157
|
|
|||
Capital expenditures
|
|
$
|
(3,572
|
)
|
|
$
|
(2,529
|
)
|
|
$
|
(2,796
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Determining whether an entity is a variable interest entity (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;
|
•
|
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.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
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.
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Current assets reported within
Other current assets and deferred charges
|
$
|
39
|
|
|
$
|
39
|
|
Noncurrent assets reported within
Regulatory assets, deferred charges, and other
|
353
|
|
|
366
|
|
||
Total regulated assets
|
$
|
392
|
|
|
$
|
405
|
|
|
|
|
|
||||
Current liabilities reported within
Accrued liabilities
|
$
|
19
|
|
|
$
|
15
|
|
Noncurrent liabilities reported within
Other noncurrent liabilities
|
329
|
|
|
250
|
|
||
Total regulated liabilities
|
$
|
348
|
|
|
$
|
265
|
|
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)
|
||||
|
|
Laser
|
|
Caiman
|
||||
|
(Millions)
|
||||||
Assets held-for-sale
|
$
|
18
|
|
|
$
|
—
|
|
Other current assets
|
3
|
|
|
16
|
|
||
Property, plant, and equipment
|
158
|
|
|
656
|
|
||
Intangible assets:
|
|
|
|
||||
Customer contracts
|
316
|
|
|
1,141
|
|
||
Customer relationships
|
—
|
|
|
250
|
|
||
Other
|
2
|
|
|
2
|
|
||
Current liabilities
|
(21
|
)
|
|
(94
|
)
|
||
Noncurrent liabilities
|
—
|
|
|
(3
|
)
|
||
Identifiable net assets acquired
|
476
|
|
|
1,968
|
|
||
Goodwill
|
290
|
|
|
356
|
|
||
|
$
|
766
|
|
|
$
|
2,324
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2013
|
|
2012
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
|
(Millions)
|
||||||||||||||
Customer contracts
|
$
|
1,493
|
|
|
$
|
(88
|
)
|
|
$
|
1,493
|
|
|
$
|
(38
|
)
|
Customer relationships
|
250
|
|
|
(14
|
)
|
|
250
|
|
|
(6
|
)
|
||||
Other
|
6
|
|
|
(3
|
)
|
|
6
|
|
|
(1
|
)
|
||||
Total
|
$
|
1,749
|
|
|
$
|
(105
|
)
|
|
$
|
1,749
|
|
|
$
|
(45
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
|
|
||||||
|
2013
|
|
2012
|
|
Classification
|
||||
|
(Millions)
|
|
|
||||||
Assets (liabilities):
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
122
|
|
|
$
|
8
|
|
|
Cash and cash equivalents
|
Construction in progress
|
1,111
|
|
|
556
|
|
|
Property, plant and equipment, at cost
|
||
Accounts payable
|
(145
|
)
|
|
(128
|
)
|
|
Accounts payable
|
||
Construction retainage
|
(3
|
)
|
|
—
|
|
|
Accrued liabilities
|
||
Current deferred revenue
|
(10
|
)
|
|
—
|
|
|
Accrued liabilities
|
||
Noncurrent deferred revenue associated with customer advance payments
|
(115
|
)
|
|
(109
|
)
|
|
Other noncurrent liabilities
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions)
|
||||||||||
Revenues
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,997
|
|
Income (loss) from discontinued operations before gain on reconsolidation, impairments, and income taxes
|
$
|
(15
|
)
|
|
$
|
(16
|
)
|
|
$
|
223
|
|
Gain on reconsolidation
|
—
|
|
|
144
|
|
|
—
|
|
|||
Impairments
|
—
|
|
|
—
|
|
|
(755
|
)
|
|||
(Provision) benefit for income taxes
|
4
|
|
|
8
|
|
|
115
|
|
|||
Income (loss) from discontinued operations
|
$
|
(11
|
)
|
|
$
|
136
|
|
|
$
|
(417
|
)
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations:
|
|
|
|
|
|
||||||
Attributable to noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Attributable to The Williams Companies, Inc.
|
$
|
(11
|
)
|
|
$
|
136
|
|
|
$
|
(427
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Year Ended
December 31, 2011
|
|
Classification
|
||
|
(Millions)
|
|
|
||
Designated as cash flow hedges:
|
|
|
|
||
Net gain (loss) recognized in other comprehensive income (loss) (effective portion)
|
$
|
413
|
|
|
AOCI
|
Net gain (loss) reclassified from accumulated other comprehensive income (loss) into income (effective portion)
|
$
|
332
|
|
|
Income (loss) from
discontinued
operations
|
Not designated as cash flow hedges:
|
|
|
|
||
Gain (loss) recognized in income
|
$
|
30
|
|
|
Income (loss) from
discontinued
operations
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions)
|
||||||||||
Equity earnings (losses) (1)
|
$
|
134
|
|
|
$
|
111
|
|
|
$
|
155
|
|
Income (loss) from investments (1)
|
28
|
|
|
49
|
|
|
7
|
|
|||
Interest income and other
|
53
|
|
|
28
|
|
|
6
|
|
|||
Total investing income
|
$
|
215
|
|
|
$
|
188
|
|
|
$
|
168
|
|
(1)
|
Items also included in
Segment profit (loss)
. (See
Note 18 – Segment Disclosures
.)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Equity method:
|
|
|
|
||||
Access Midstream Partners — 24%
|
$
|
2,161
|
|
|
$
|
2,187
|
|
Overland Pass Pipeline Company LLC (OPPL) — 50%
|
452
|
|
|
454
|
|
||
Gulfstream — 50%
|
333
|
|
|
348
|
|
||
Discovery Producer Services LLC (Discovery) — 60% (1)
|
527
|
|
|
350
|
|
||
Laurel Mountain — 51% (1)
|
481
|
|
|
444
|
|
||
Caiman II — 47.5%
|
256
|
|
|
67
|
|
||
Other
|
150
|
|
|
137
|
|
||
|
$
|
4,360
|
|
|
$
|
3,987
|
|
(1)
|
We account for these investments under the equity method due to the significant participatory rights of our partners such that we do not control or are otherwise not the primary beneficiary of the investments.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions)
|
||||||||||
Access Midstream Partners
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gulfstream
|
81
|
|
|
79
|
|
|
84
|
|
|||
Discovery
|
12
|
|
|
21
|
|
|
40
|
|
|||
Aux Sable Liquid Products L.P.
|
20
|
|
|
28
|
|
|
35
|
|
|||
OPPL
|
27
|
|
|
28
|
|
|
19
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Assets (liabilities):
|
|
|
|
||||
Current assets
|
$
|
689
|
|
|
$
|
582
|
|
Noncurrent assets
|
13,621
|
|
|
11,571
|
|
||
Current liabilities
|
(573
|
)
|
|
(507
|
)
|
||
Noncurrent liabilities
|
(4,563
|
)
|
|
(3,807
|
)
|
||
Noncontrolling interest
|
(254
|
)
|
|
(112
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions)
|
||||||||||
Williams Partners
|
|
|
|
|
|
||||||
Net insurance recoveries associated with the Geismar Incident
|
$
|
(40
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of regulatory assets associated with asset retirement obligations
|
30
|
|
|
7
|
|
|
6
|
|
|||
Write-off of the Eminence abandonment regulatory asset not recoverable through rates
|
12
|
|
|
—
|
|
|
—
|
|
|||
Insurance recoveries associated with the Eminence abandonment
|
(16
|
)
|
|
—
|
|
|
—
|
|
|||
Settlement in principle of a producer claim
|
25
|
|
|
—
|
|
|
—
|
|
|||
Project feasibility costs
|
4
|
|
|
21
|
|
|
10
|
|
|||
Capitalization of project feasibility costs previously expensed
|
(1
|
)
|
|
(19
|
)
|
|
(11
|
)
|
|||
Williams NGL & Petchem Services
|
|
|
|
|
|
||||||
Gulf Liquids litigation contingency accrual reduction (see Note 17)
|
—
|
|
|
—
|
|
|
(19
|
)
|
|||
Write-off of an abandoned project
|
20
|
|
|
—
|
|
|
—
|
|
•
|
Property damage and business interruption coverage with a combined per-occurrence limit of
$500 million
and retentions (deductibles) of
$10 million
per occurrence for property damage and a waiting period of
60
days per occurrence for business interruption;
|
•
|
General liability coverage with per-occurrence and aggregate annual limits of
$610 million
and retentions (deductibles) of
$2 million
per occurrence;
|
•
|
Workers’ compensation coverage with statutory limits and retentions (deductibles) of
$1 million
total per occurrence.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(17
|
)
|
|
$
|
91
|
|
|
$
|
181
|
|
State
|
7
|
|
|
17
|
|
|
13
|
|
|||
Foreign
|
(13
|
)
|
|
40
|
|
|
(6
|
)
|
|||
|
(23
|
)
|
|
148
|
|
|
188
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
348
|
|
|
220
|
|
|
(61
|
)
|
|||
State
|
40
|
|
|
(13
|
)
|
|
(14
|
)
|
|||
Foreign
|
36
|
|
|
5
|
|
|
11
|
|
|||
|
424
|
|
|
212
|
|
|
(64
|
)
|
|||
Total provision (benefit)
|
$
|
401
|
|
|
$
|
360
|
|
|
$
|
124
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions)
|
||||||||||
Provision (benefit) at statutory rate
|
$
|
378
|
|
|
$
|
451
|
|
|
$
|
421
|
|
Increases (decreases) in taxes resulting from:
|
|
|
|
|
|
||||||
Impact of nontaxable noncontrolling interests
|
(78
|
)
|
|
(72
|
)
|
|
(96
|
)
|
|||
State income taxes (net of federal benefit)
|
26
|
|
|
2
|
|
|
11
|
|
|||
Foreign operations — net
|
(32
|
)
|
|
(36
|
)
|
|
(14
|
)
|
|||
Federal settlements
|
—
|
|
|
—
|
|
|
(109
|
)
|
|||
International revised assessments
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||
Taxes on undistributed earnings of foreign subsidiaries - net
|
99
|
|
|
—
|
|
|
(66
|
)
|
|||
Other — net
|
8
|
|
|
15
|
|
|
15
|
|
|||
Provision (benefit) for income taxes
|
$
|
401
|
|
|
$
|
360
|
|
|
$
|
124
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant, and equipment
|
$
|
102
|
|
|
$
|
72
|
|
Undistributed earnings of foreign subsidiaries
|
75
|
|
|
—
|
|
||
Investments
|
3,663
|
|
|
3,146
|
|
||
Other
|
—
|
|
|
34
|
|
||
Total deferred tax liabilities
|
3,840
|
|
|
3,252
|
|
||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities
|
126
|
|
|
313
|
|
||
Federal tax credits
|
108
|
|
|
74
|
|
||
State losses and credits
|
194
|
|
|
195
|
|
||
Other
|
91
|
|
|
90
|
|
||
Total deferred tax assets
|
519
|
|
|
672
|
|
||
Less valuation allowance
|
181
|
|
|
144
|
|
||
Net deferred tax assets
|
338
|
|
|
528
|
|
||
Overall net deferred tax liabilities
|
$
|
3,502
|
|
|
$
|
2,724
|
|
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Balance at beginning of period
|
$
|
58
|
|
|
$
|
38
|
|
Additions based on tax positions related to the current year
|
4
|
|
|
4
|
|
||
Additions for tax positions of prior years
|
18
|
|
|
22
|
|
||
Reductions for tax positions of prior years
|
(2
|
)
|
|
(6
|
)
|
||
Settlement with taxing authorities
|
(12
|
)
|
|
—
|
|
||
Balance at end of period
|
$
|
66
|
|
|
$
|
58
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(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
|
$
|
441
|
|
|
$
|
723
|
|
|
$
|
803
|
|
Basic weighted-average shares
|
682,948
|
|
|
619,792
|
|
|
588,553
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Nonvested restricted stock units
|
1,995
|
|
|
2,694
|
|
|
4,332
|
|
|||
Stock options
|
2,149
|
|
|
2,608
|
|
|
3,374
|
|
|||
Convertible debentures
|
93
|
|
|
392
|
|
|
1,916
|
|
|||
Diluted weighted-average shares
|
687,185
|
|
|
625,486
|
|
|
598,175
|
|
|||
Earnings (loss) per common share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
.65
|
|
|
$
|
1.17
|
|
|
$
|
1.36
|
|
Diluted
|
$
|
.64
|
|
|
$
|
1.15
|
|
|
$
|
1.34
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(Millions)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
1,549
|
|
|
$
|
1,441
|
|
|
$
|
331
|
|
|
$
|
339
|
|
Service cost
|
44
|
|
|
39
|
|
|
2
|
|
|
3
|
|
||||
Interest cost
|
51
|
|
|
55
|
|
|
11
|
|
|
13
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
6
|
|
|
5
|
|
||||
Benefits paid
|
(87
|
)
|
|
(75
|
)
|
|
(19
|
)
|
|
(20
|
)
|
||||
Medicare Part D subsidy
|
—
|
|
|
—
|
|
|
4
|
|
|
3
|
|
||||
Plan amendment
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
(6
|
)
|
||||
Actuarial loss (gain)
|
(173
|
)
|
|
98
|
|
|
(63
|
)
|
|
(6
|
)
|
||||
Settlements
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year
|
1,384
|
|
|
1,549
|
|
|
213
|
|
|
331
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
1,071
|
|
|
965
|
|
|
175
|
|
|
159
|
|
||||
Actual return on plan assets
|
165
|
|
|
111
|
|
|
31
|
|
|
18
|
|
||||
Employer contributions
|
92
|
|
|
79
|
|
|
8
|
|
|
13
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
6
|
|
|
5
|
|
||||
Benefits paid
|
(87
|
)
|
|
(75
|
)
|
|
(19
|
)
|
|
(20
|
)
|
||||
Settlements
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
1,241
|
|
|
1,071
|
|
|
201
|
|
|
175
|
|
||||
Funded status — underfunded
|
$
|
(143
|
)
|
|
$
|
(478
|
)
|
|
$
|
(12
|
)
|
|
$
|
(156
|
)
|
Accumulated benefit obligation
|
$
|
1,359
|
|
|
$
|
1,519
|
|
|
|
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Underfunded pension plans:
|
|
|
|
||||
Current liabilities
|
$
|
1
|
|
|
$
|
3
|
|
Noncurrent liabilities
|
142
|
|
|
475
|
|
||
Underfunded other postretirement benefit plans:
|
|
|
|
||||
Current liabilities
|
8
|
|
|
8
|
|
||
Noncurrent liabilities
|
4
|
|
|
148
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(Millions)
|
||||||||||||||
Amounts included in
Accumulated other comprehensive income (loss)
:
|
|
|
|
|
|
|
|
||||||||
Prior service (cost) credit
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
26
|
|
|
$
|
7
|
|
Net actuarial loss
|
(491
|
)
|
|
(828
|
)
|
|
(11
|
)
|
|
(35
|
)
|
||||
Amounts included in regulatory assets/liabilities associated with Transco and Northwest Pipeline:
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
N/A
|
|
|
N/A
|
|
|
$
|
42
|
|
|
$
|
14
|
|
||
Net actuarial loss
|
N/A
|
|
|
N/A
|
|
|
(2
|
)
|
|
(67
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
44
|
|
|
$
|
39
|
|
|
$
|
41
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
2
|
|
Interest cost
|
51
|
|
|
55
|
|
|
64
|
|
|
11
|
|
|
13
|
|
|
15
|
|
||||||
Expected return on plan assets
|
(61
|
)
|
|
(64
|
)
|
|
(77
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|
(10
|
)
|
||||||
Amortization of prior service cost (credit)
|
1
|
|
|
1
|
|
|
1
|
|
|
(12
|
)
|
|
(7
|
)
|
|
(11
|
)
|
||||||
Amortization of net actuarial loss
|
60
|
|
|
53
|
|
|
38
|
|
|
4
|
|
|
8
|
|
|
3
|
|
||||||
Net actuarial loss from settlements
|
—
|
|
|
5
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassification to regulatory liability
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
||||||
Net periodic benefit cost
|
$
|
95
|
|
|
$
|
89
|
|
|
$
|
71
|
|
|
$
|
(2
|
)
|
|
$
|
8
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Other changes in plan assets and benefit obligations recognized in
Other comprehensive income (loss)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain (loss)
|
$
|
277
|
|
|
$
|
(51
|
)
|
|
$
|
(220
|
)
|
|
$
|
23
|
|
|
$
|
2
|
|
|
$
|
(21
|
)
|
Prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
2
|
|
|
2
|
|
||||||
Amortization of prior service cost (credit)
|
1
|
|
|
1
|
|
|
1
|
|
|
(4
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||||
Amortization of net actuarial loss and loss from settlements
|
60
|
|
|
58
|
|
|
42
|
|
|
1
|
|
|
3
|
|
|
1
|
|
||||||
Other changes in plan assets and benefit obligations recognized in
Other comprehensive income (loss)
|
$
|
338
|
|
|
$
|
8
|
|
|
$
|
(177
|
)
|
|
$
|
43
|
|
|
$
|
4
|
|
|
$
|
(22
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(Millions)
|
||||||||||
|
|
|
|
|
|
|
||||||
Net actuarial gain (loss)
|
|
$
|
62
|
|
|
$
|
13
|
|
|
$
|
(39
|
)
|
Prior service credit
|
|
36
|
|
|
4
|
|
|
1
|
|
|||
Amortization of prior service credit
|
|
(8
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|||
Amortization of net actuarial loss
|
|
3
|
|
|
5
|
|
|
2
|
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
(Millions)
|
||||||
Amounts included in
Accumulated other comprehensive income (loss)
:
|
|
|
|
||||
Prior service cost (credit)
|
$
|
—
|
|
|
$
|
(8
|
)
|
Net actuarial loss
|
38
|
|
|
—
|
|
||
Amounts included in regulatory assets/liabilities associated with Transco and Northwest Pipeline:
|
|
|
|
||||
Prior service credit
|
N/A
|
|
|
$
|
(12
|
)
|
|
Net actuarial loss
|
N/A
|
|
|
—
|
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Discount rate
|
4.68
|
%
|
|
3.43
|
%
|
|
4.80
|
%
|
|
3.77
|
%
|
Rate of compensation increase
|
4.56
|
|
|
4.57
|
|
|
N/A
|
|
N/A
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
Discount rate
|
3.43
|
%
|
|
3.98
|
%
|
|
5.19
|
%
|
|
3.97
|
%
|
|
4.22
|
%
|
|
5.35
|
%
|
Expected long-term rate of return on plan assets
|
5.90
|
|
|
6.30
|
|
|
7.50
|
|
|
5.26
|
|
|
5.71
|
|
|
6.54
|
|
Rate of compensation increase
|
4.57
|
|
|
4.52
|
|
|
5.00
|
|
|
N/A
|
|
N/A
|
|
N/A
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Point increase
|
|
Point decrease
|
||||
|
(Millions)
|
||||||
Effect on total of service and interest cost components
|
$
|
1
|
|
|
$
|
(1
|
)
|
Effect on other postretirement benefit obligation
|
7
|
|
|
(6
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2013
|
||||||||||||||
|
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
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
211
|
|
|
—
|
|
|
—
|
|
|
211
|
|
||||
U.S. small cap
|
146
|
|
|
—
|
|
|
—
|
|
|
146
|
|
||||
International developed markets large cap growth
|
—
|
|
|
59
|
|
|
—
|
|
|
59
|
|
||||
Preferred stock
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Commingled investment funds:
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap (1)
|
—
|
|
|
179
|
|
|
—
|
|
|
179
|
|
||||
Equities — International small cap (2)
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||
Equities — Emerging markets value (3)
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||
Equities — Emerging markets growth (4)
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
||||
Equities — International developed markets large cap value (5)
|
—
|
|
|
100
|
|
|
—
|
|
|
100
|
|
||||
Fixed income — Corporate bonds (6)
|
—
|
|
|
140
|
|
|
—
|
|
|
140
|
|
||||
Fixed income securities (7):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||
Mortgage-backed securities
|
—
|
|
|
67
|
|
|
—
|
|
|
67
|
|
||||
Corporate bonds
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
||||
Insurance company investment contracts and other
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Total assets at fair value at December 31, 2013
|
$
|
412
|
|
|
$
|
829
|
|
|
$
|
—
|
|
|
$
|
1,241
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2012
|
||||||||||||||
|
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
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
169
|
|
|
—
|
|
|
—
|
|
|
169
|
|
||||
U.S. small cap
|
115
|
|
|
—
|
|
|
—
|
|
|
115
|
|
||||
International developed markets large cap growth
|
1
|
|
|
61
|
|
|
—
|
|
|
62
|
|
||||
Emerging markets growth
|
3
|
|
|
18
|
|
|
—
|
|
|
21
|
|
||||
Preferred stock
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Commingled investment funds:
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap (1)
|
—
|
|
|
146
|
|
|
—
|
|
|
146
|
|
||||
Equities — Emerging markets value (3)
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
||||
Equities — International developed markets large cap value (5)
|
—
|
|
|
83
|
|
|
—
|
|
|
83
|
|
||||
Fixed income — Corporate bonds (6)
|
—
|
|
|
150
|
|
|
—
|
|
|
150
|
|
||||
Fixed income securities (7):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||
Mortgage-backed securities
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
||||
Corporate bonds
|
—
|
|
|
171
|
|
|
—
|
|
|
171
|
|
||||
Insurance company investment contracts and other
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Total assets at fair value at December 31, 2012
|
$
|
337
|
|
|
$
|
734
|
|
|
$
|
—
|
|
|
$
|
1,071
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2013
|
||||||||||||||
|
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
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
52
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||
U.S. small cap
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
||||
International developed markets large cap growth
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
Emerging markets growth
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||
Commingled investment funds:
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap (1)
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||
Equities — International small cap (2)
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Equities — Emerging markets value (3)
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Equities — Emerging markets growth (4)
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Equities — International developed markets large cap value (5)
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Fixed income — Corporate bonds (6)
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
Fixed income securities (8):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Government and municipal bonds
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Mortgage-backed securities
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Corporate bonds
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||
Total assets at fair value at December 31, 2013
|
$
|
98
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
201
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2012
|
||||||||||||||
|
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
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||
U.S. small cap
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
||||
International developed markets large cap growth
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
Emerging markets growth
|
1
|
|
|
4
|
|
|
—
|
|
|
5
|
|
||||
Preferred stock
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Commingled investment funds:
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap (1)
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
Equities — Emerging markets value (3)
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Equities — International developed markets large cap value (5)
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Fixed income — Corporate bonds (6)
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
Fixed income securities (8):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Government and municipal bonds
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Mortgage-backed securities
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Corporate bonds
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||
Total assets at fair value at December 31, 2012
|
$
|
81
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
175
|
|
(1)
|
The stated intent of this fund is to invest primarily in equity securities comprising the Standard & Poor’s 500 Index. The investment objective of the fund is to approximate the performance of the Standard & Poor’s 500 Index over the long term. The fund manager retains the right to restrict withdrawals from the fund so as not to disadvantage other investors in the fund.
|
(2)
|
The stated intent of this fund is to invest in equity securities of international small capitalization companies for the purpose of capital appreciation. The fund invests primarily in equity securities of non-U.S. issuers and other Depository Receipts listed on globally recognized exchanges. The fund may also invest up to
15
percent of its net asset value in emerging markets. The plans’ trustee is required to notify the fund manager
10
days prior to a withdrawal from the fund. For any redemption made within
180
days of contribution, the fund reserves the right to charge a
1.5
percent redemption fee. The fund also reserves the right to make all or a portion of redemptions in-kind rather than in cash or in a combination of cash and in-kind.
|
(3)
|
The stated intent of this fund is to invest in equity securities of international emerging markets for the purpose of capital appreciation. The fund invests primarily in common stocks in the financial, consumer goods, information technology, energy, telecommunications, materials, and industrial sectors. The plans’ trustee is required to notify the fund manager
10
days prior to a withdrawal from the fund. The fund manager retains the right to restrict withdrawals from the fund so as not to disadvantage other investors in the fund.
|
(4)
|
The stated intent of this fund is to invest mainly in equity securities of emerging market companies, or those companies that derive a significant portion of their revenues or profits from emerging economies for the purpose of long-term capital growth. The plans’ trustee is required to notify the fund manager
15
days prior to a withdrawal
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
(5)
|
The stated intent of this fund is to invest in a diversified portfolio of international equity securities for the purpose of capital appreciation. The fund invests primarily in common stocks in the consumer goods, financial, health care, industrial, materials, energy, and information technology sectors. The plans’ trustee is required to notify the fund manager
10
days prior to a withdrawal from the fund. The fund manager retains the right to restrict withdrawals from the fund so as not to disadvantage other investors in the fund.
|
(6)
|
The stated intent of this fund is to invest in U.S. Corporate bonds and U.S. Treasury securities. The fund is managed to closely match the characteristics of a long-term corporate bond index fund and seeks to maintain an average credit quality target of A- or above and a maximum
10
percent allocation to BBB rated securities. The fund’s target duration is approximately
20 years
. The trustee of the fund reserves the right to delay the processing of deposits or withdrawals in order to ensure that securities transactions will be carried out in an orderly manner.
|
(7)
|
The weighted-average credit quality rating of the pension assets fixed income security portfolio is investment grade with a weighted-average duration of approximately
6
years for 2013 and 2012.
|
(8)
|
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
5
years for 2013 and 2012.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
(Millions)
|
||||||
2014
|
$
|
88
|
|
|
$
|
15
|
|
2015
|
96
|
|
|
15
|
|
||
2016
|
102
|
|
|
16
|
|
||
2017
|
103
|
|
|
16
|
|
||
2018
|
109
|
|
|
17
|
|
||
2019-2023
|
591
|
|
|
74
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Natural gas liquids, olefins, and natural gas in underground storage
|
$
|
111
|
|
|
$
|
97
|
|
Materials, supplies, and other
|
83
|
|
|
78
|
|
||
|
$
|
194
|
|
|
$
|
175
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Estimated
Useful Life (1)
(Years)
|
|
Depreciation
Rates (1)
(%)
|
|
|
||||||
December 31,
|
|||||||||||
2013
|
|
2012
|
|||||||||
|
|
|
|
|
(Millions)
|
||||||
Nonregulated:
|
|
|
|
|
|
|
|
||||
Natural gas gathering and processing facilities
|
5 - 40
|
|
|
|
$
|
9,185
|
|
|
$
|
7,727
|
|
Construction in progress
|
Not applicable
|
|
|
|
3,123
|
|
|
1,997
|
|
||
Other
|
3 - 45
|
|
|
|
1,316
|
|
|
1,103
|
|
||
Regulated:
|
|
|
|
|
|
|
|
||||
Natural gas transmission facilities
|
|
|
1.20 - 6.97
|
|
10,633
|
|
|
9,963
|
|
||
Construction in progress
|
|
|
Not applicable
|
|
273
|
|
|
337
|
|
||
Other
|
|
|
1.35 - 33.33
|
|
1,293
|
|
|
1,419
|
|
||
Total property, plant, and equipment, at cost
|
|
|
|
|
25,823
|
|
|
22,546
|
|
||
Accumulated depreciation and amortization
|
|
|
|
|
(7,613
|
)
|
|
(7,079
|
)
|
||
Property, plant, and equipment — net
|
|
|
|
|
$
|
18,210
|
|
|
$
|
15,467
|
|
(1)
|
Estimated useful life and depreciation rates are presented as of December 31,
2013
. Depreciation rates for regulated assets are prescribed by the FERC.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Beginning balance
|
$
|
579
|
|
|
$
|
573
|
|
Liabilities incurred
|
8
|
|
|
8
|
|
||
Liabilities settled (1)
|
(31
|
)
|
|
(44
|
)
|
||
Accretion expense
|
53
|
|
|
43
|
|
||
Revisions (2)
|
(48
|
)
|
|
(1
|
)
|
||
Ending balance
|
$
|
561
|
|
|
$
|
579
|
|
(1)
|
For 2013 and 2012, liabilities settled include
$25 million
and
$31 million
, respectively, related to the abandonment of certain of Transco’s natural gas storage caverns that are associated with a leak in 2010.
|
(2)
|
Several factors are considered in the annual review process, including inflation rates, current estimates for removal cost, discount rates, and the estimated remaining life of the assets. The 2013 revision primarily reflects increases in the estimated remaining useful life of the assets. The 2012 revision primarily reflects a decrease in removal cost estimates. The 2013 and 2012 revisions also include increases of
$9 million
and
$13 million
, respectively, related to changes in the timing and method of abandonment on certain of Transco’s natural gas storage caverns that were associated with a leak in 2010.
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Interest on debt
|
$
|
167
|
|
|
$
|
148
|
|
Employee costs
|
127
|
|
|
137
|
|
||
Estimated rate refund liability
|
98
|
|
|
—
|
|
||
Asset retirement obligations
|
64
|
|
|
68
|
|
||
Other, including other loss contingencies
|
341
|
|
|
275
|
|
||
|
$
|
797
|
|
|
$
|
628
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
Unsecured:
|
|
|
|
||||
Transco:
|
|
|
|
||||
6.4% Notes due 2016
|
$
|
200
|
|
|
$
|
200
|
|
6.05% Notes due 2018
|
250
|
|
|
250
|
|
||
7.08% Debentures due 2026
|
8
|
|
|
8
|
|
||
7.25% Debentures due 2026
|
200
|
|
|
200
|
|
||
5.4% Notes due 2041
|
375
|
|
|
375
|
|
||
4.45% Notes due 2042
|
400
|
|
|
400
|
|
||
Northwest Pipeline:
|
|
|
|
||||
7% Notes due 2016
|
175
|
|
|
175
|
|
||
5.95% Notes due 2017
|
185
|
|
|
185
|
|
||
6.05% Notes due 2018
|
250
|
|
|
250
|
|
||
7.125% Debentures due 2025
|
85
|
|
|
85
|
|
||
WPZ:
|
|
|
|
||||
3.8% Notes due 2015
|
750
|
|
|
750
|
|
||
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
|
|
||
3.35% Notes due 2022
|
750
|
|
|
750
|
|
||
4.5% Notes due 2023
|
600
|
|
|
—
|
|
||
6.3% Notes due 2040
|
1,250
|
|
|
1,250
|
|
||
5.8% Notes due 2043
|
400
|
|
|
—
|
|
||
Credit facility loans
|
—
|
|
|
375
|
|
||
The Williams Companies, Inc.:
|
|
|
|
||||
7.875% Notes due 2021
|
371
|
|
|
371
|
|
||
3.7% Notes due 2023
|
850
|
|
|
850
|
|
||
7.5% Debentures due 2031
|
339
|
|
|
339
|
|
||
7.75% Notes due 2031
|
252
|
|
|
252
|
|
||
8.75% Notes due 2032
|
445
|
|
|
445
|
|
||
Various — 5.5% to 10.25% Notes and Debentures due 2019 to 2033
|
55
|
|
|
57
|
|
||
Other, including secured capital lease obligations
|
1
|
|
|
2
|
|
||
Net unamortized debt discount
|
(37
|
)
|
|
(33
|
)
|
||
Total long-term debt, including current portion
|
11,354
|
|
|
10,736
|
|
||
Long-term debt due within one year
|
(1
|
)
|
|
(1
|
)
|
||
Long-term debt
|
$
|
11,353
|
|
|
$
|
10,735
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31, 2013
|
||
|
(Millions)
|
||
2014
|
$
|
—
|
|
2015
|
750
|
|
|
2016
|
375
|
|
|
2017
|
785
|
|
|
2018
|
500
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Each time funds are borrowed, the applicable borrower may choose from two methods of calculating interest: a fluctuating base rate equal to Citibank N.A.’s alternate base rate plus an applicable margin or a periodic fixed rate equal to LIBOR plus an applicable margin. The applicable borrower is required to pay a commitment fee (currently
0.225 percent
for our agreement and
0.175 percent
for the WPZ agreement) based on the unused portion of its respective 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.
|
•
|
Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, a borrower’s ability to 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.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31, 2013
|
||
|
(Millions)
|
||
2014
|
$
|
53
|
|
2015
|
47
|
|
|
2016
|
43
|
|
|
2017
|
36
|
|
|
2018
|
30
|
|
|
Thereafter
|
123
|
|
|
Total
|
$
|
332
|
|
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, 2012
|
$
|
(1
|
)
|
|
$
|
169
|
|
|
$
|
(530
|
)
|
|
$
|
(362
|
)
|
Other comprehensive income (loss)
before reclassifications
|
1
|
|
|
(41
|
)
|
|
203
|
|
|
163
|
|
||||
Amounts reclassified from
accumulated other
comprehensive income (loss)
|
(1
|
)
|
|
—
|
|
|
36
|
|
|
35
|
|
||||
Other comprehensive income (loss)
|
—
|
|
|
(41
|
)
|
|
239
|
|
|
198
|
|
||||
Balance at December 31, 2013
|
$
|
(1
|
)
|
|
$
|
128
|
|
|
$
|
(291
|
)
|
|
$
|
(164
|
)
|
Component
|
|
Reclassifications
|
|
Classification
|
||
|
|
(Millions)
|
|
|
||
Cash flow hedges:
|
|
|
|
|
||
Energy commodity contracts
|
|
$
|
(1
|
)
|
|
Product sales
|
Total cash flow hedges
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
||
Pension and other postretirement benefits:
|
|
|
|
|
||
Amortization of prior service cost (credit) included in net periodic benefit cost
|
|
(3
|
)
|
|
Note 9 – Employee Benefit Plans
|
|
Amortization of actuarial (gain) loss included in net periodic benefit cost
|
|
61
|
|
|
Note 9 – Employee Benefit Plans
|
|
Total pension and other postretirement benefits
|
|
58
|
|
|
|
|
|
|
|
|
|
||
Reclassifications before income tax
|
|
57
|
|
|
|
|
Income tax benefit
|
|
(22
|
)
|
|
Provision (benefit) for income taxes
|
|
Reclassifications during the period
|
|
$
|
35
|
|
|
|
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, 2012
|
6.9
|
|
|
$
|
19.10
|
|
|
|
||
Granted
|
0.9
|
|
|
$
|
33.57
|
|
|
|
||
Exercised
|
(1.1
|
)
|
|
$
|
13.34
|
|
|
|
||
Outstanding at December 31, 2013
|
6.7
|
|
|
$
|
21.82
|
|
|
$
|
112
|
|
Exercisable at December 31, 2013
|
5.0
|
|
|
$
|
18.70
|
|
|
$
|
98
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
Weighted-average grant date fair value of options for our common stock granted during the year, per share
|
$
|
5.94
|
|
|
$
|
5.65
|
|
|
$
|
6.28
|
|
Weighted-average assumptions:
|
|
|
|
|
|
||||||
Dividend yield
|
4.3
|
%
|
|
3.7
|
%
|
|
3.6
|
%
|
|||
Volatility
|
29.7
|
%
|
|
30.0
|
%
|
|
34.6
|
%
|
|||
Risk-free interest rate
|
1.4
|
%
|
|
1.3
|
%
|
|
2.8
|
%
|
|||
Expected life (years)
|
6.5
|
|
|
6.5
|
|
|
6.5
|
|
Restricted Stock Units Outstanding
|
Shares
|
|
Weighted-
Average
Fair Value*
|
|||
|
(Millions)
|
|
|
|||
Nonvested at December 31, 2012
|
3.9
|
|
|
$
|
22.49
|
|
Granted
|
1.2
|
|
|
$
|
30.43
|
|
Forfeited
|
(0.1
|
)
|
|
$
|
27.27
|
|
Vested
|
(1.5
|
)
|
|
$
|
17.82
|
|
Nonvested at December 31, 2013
|
3.5
|
|
|
$
|
27.16
|
|
*
|
Performance-based shares are valued utilizing a Monte Carlo valuation method using measures of total shareholder return. All other shares are valued at the grant-date market price or the grant-date market price less dividends projected to be paid over the vesting period. Restricted stock units generally vest after three years.
|
Value of Restricted Stock Units
|
2013
|
|
2012
|
|
2011
|
||||||
Weighted-average grant date fair value of restricted stock units granted during the year, per share
|
$
|
30.43
|
|
|
$
|
20.61
|
|
|
$
|
23.31
|
|
Total fair value of restricted stock units vested during the year ($’s in millions)
|
$
|
27
|
|
|
$
|
22
|
|
|
$
|
35
|
|
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, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives assets not designated as hedging instruments
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes receivable and other
|
77
|
|
|
140
|
|
|
1
|
|
|
6
|
|
|
133
|
|
|||||
Long-term debt (1)
|
(11,353
|
)
|
|
(11,971
|
)
|
|
—
|
|
|
(11,971
|
)
|
|
—
|
|
|||||
Guarantee
|
(32
|
)
|
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|||||
Assets (liabilities) at December 31, 2012:
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives assets not designated as hedging instruments
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes receivable and other
|
95
|
|
|
138
|
|
|
2
|
|
|
8
|
|
|
128
|
|
|||||
Long-term debt (1)
|
(10,734
|
)
|
|
(12,388
|
)
|
|
—
|
|
|
(12,388
|
)
|
|
—
|
|
|||||
Guarantee
|
(33
|
)
|
|
(31
|
)
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
NGLs, natural gas, and related products and services
|
$
|
341
|
|
|
$
|
411
|
|
Transportation of natural gas and related products
|
193
|
|
|
170
|
|
||
Income tax receivable
|
74
|
|
|
68
|
|
||
Other
|
66
|
|
|
39
|
|
||
Total
|
$
|
674
|
|
|
$
|
688
|
|
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;
|
•
|
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)
|
||||
|
|
|
|
United States
|
|
Canada
|
|
Total
|
|||
|
|
|
(Millions)
|
|||||||
Revenues from external customers:
|
|
|
|
|
|
|
||||
|
2013
|
$
|
6,703
|
|
$
|
157
|
|
$
|
6,860
|
|
|
2012
|
|
7,335
|
|
|
151
|
|
|
7,486
|
|
|
2011
|
|
7,728
|
|
|
202
|
|
|
7,930
|
|
|
|
|
|
|
|
|
|
|||
Long-lived assets:
|
|
|
|
|
|
|
||||
|
2013
|
$
|
19,260
|
|
$
|
1,240
|
|
$
|
20,500
|
|
|
2012
|
|
16,940
|
|
|
880
|
|
|
17,820
|
|
|
2011
|
|
12,041
|
|
|
583
|
|
|
12,624
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Williams
Partners
|
|
Williams
NGL & Petchem
Services
|
|
Access
Midstream
Partners
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
2013
|
|||||||||||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
$
|
2,910
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
2,939
|
|
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
(11
|
)
|
|
—
|
|
||||||
Total service revenues
|
2,910
|
|
|
4
|
|
|
—
|
|
|
36
|
|
|
(11
|
)
|
|
2,939
|
|
||||||
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
3,775
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,921
|
|
||||||
Internal
|
—
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
—
|
|
||||||
Total product sales
|
3,775
|
|
|
269
|
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
|
3,921
|
|
||||||
Total revenues
|
$
|
6,685
|
|
|
$
|
273
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
(134
|
)
|
|
$
|
6,860
|
|
Segment profit (loss)
|
$
|
1,606
|
|
|
$
|
38
|
|
|
$
|
61
|
|
|
$
|
(4
|
)
|
|
|
|
$
|
1,701
|
|
||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity earnings (losses)
|
104
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
|
|
134
|
|
|||||||
Income (loss) from investments
|
—
|
|
|
(3
|
)
|
|
31
|
|
|
—
|
|
|
|
|
28
|
|
|||||||
Segment operating income (loss)
|
$
|
1,502
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
|
|
1,539
|
|
|||
General corporate expenses
|
|
|
|
|
|
|
|
|
|
|
(164
|
)
|
|||||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
$
|
1,375
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other financial information:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Additions to long-lived assets
|
$
|
3,055
|
|
|
$
|
649
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
3,731
|
|
Depreciation and amortization
|
758
|
|
|
33
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
815
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2012
|
|||||||||||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
$
|
2,709
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
2,729
|
|
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(12
|
)
|
|
—
|
|
||||||
Total service revenues
|
2,709
|
|
|
5
|
|
|
—
|
|
|
27
|
|
|
(12
|
)
|
|
2,729
|
|
||||||
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
4,611
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,757
|
|
||||||
Internal
|
—
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
—
|
|
||||||
Total product sales
|
4,611
|
|
|
274
|
|
|
—
|
|
|
—
|
|
|
(128
|
)
|
|
4,757
|
|
||||||
Total revenues
|
$
|
7,320
|
|
|
$
|
279
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
(140
|
)
|
|
$
|
7,486
|
|
Segment profit (loss)
|
$
|
1,812
|
|
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
|
|
$
|
1,960
|
|
||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity earnings (losses)
|
111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
111
|
|
|||||||
Income (loss) from investments
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
53
|
|
|
|
|
49
|
|
|||||||
Segment operating income (loss)
|
$
|
1,701
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
|
|
1,800
|
|
|||
General corporate expenses
|
|
|
|
|
|
|
|
|
|
|
(188
|
)
|
|||||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
$
|
1,612
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other financial information:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Additions to long-lived assets
|
$
|
5,562
|
|
|
$
|
425
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
6,018
|
|
Depreciation and amortization
|
714
|
|
|
20
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
756
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Williams
Partners
|
|
Williams
NGL & Petchem
Services
|
|
Access
Midstream
Partners
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
$
|
2,517
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
2,532
|
|
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
(11
|
)
|
|
—
|
|
||||||
Total service revenues
|
2,517
|
|
|
1
|
|
|
—
|
|
|
25
|
|
|
(11
|
)
|
|
2,532
|
|
||||||
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
5,197
|
|
|
201
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,398
|
|
||||||
Internal
|
—
|
|
|
139
|
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
—
|
|
||||||
Total product sales
|
5,197
|
|
|
340
|
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
5,398
|
|
||||||
Total revenues
|
$
|
7,714
|
|
|
$
|
341
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
(150
|
)
|
|
$
|
7,930
|
|
Segment profit (loss)
|
$
|
2,035
|
|
|
$
|
157
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
|
|
$
|
2,216
|
|
||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity earnings (losses)
|
142
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
|
|
155
|
|
|||||||
Income (loss) from investments
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
11
|
|
|
|
|
7
|
|
|||||||
Segment operating income (loss)
|
$
|
1,893
|
|
|
$
|
161
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
2,054
|
|
|||
General corporate expenses
|
|
|
|
|
|
|
|
|
|
|
(187
|
)
|
|||||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
$
|
1,867
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other financial information:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Additions to long-lived assets
|
$
|
1,273
|
|
|
$
|
211
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
1,530
|
|
Depreciation and amortization
|
621
|
|
|
16
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
661
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
Equity Method Investments
|
||||||||||||
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||
|
|
(Millions)
|
||||||||||||||
Williams Partners
|
|
$
|
22,358
|
|
|
$
|
19,709
|
|
|
$
|
2,187
|
|
|
$
|
1,800
|
|
Williams NGL & Petchem Services
|
|
1,711
|
|
|
1,134
|
|
|
12
|
|
|
—
|
|
||||
Access Midstream Partners
|
|
2,161
|
|
|
2,187
|
|
|
2,161
|
|
|
2,187
|
|
||||
Other
|
|
1,625
|
|
|
1,782
|
|
|
—
|
|
|
—
|
|
||||
Eliminations
|
|
(713
|
)
|
|
(485
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
27,142
|
|
|
$
|
24,327
|
|
|
$
|
4,360
|
|
|
$
|
3,987
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(Millions, except per-share amounts)
|
||||||||||||||
2013
|
|
||||||||||||||
Revenues
|
$
|
1,810
|
|
|
$
|
1,767
|
|
|
$
|
1,623
|
|
|
$
|
1,660
|
|
Product costs
|
790
|
|
|
801
|
|
|
710
|
|
|
726
|
|
||||
Income (loss) from continuing operations
|
231
|
|
|
200
|
|
|
198
|
|
|
50
|
|
||||
Net income (loss)
|
230
|
|
|
192
|
|
|
197
|
|
|
49
|
|
||||
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
162
|
|
|
149
|
|
|
143
|
|
|
(13
|
)
|
||||
Net income (loss)
|
161
|
|
|
142
|
|
|
141
|
|
|
(14
|
)
|
||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
.24
|
|
|
.22
|
|
|
.21
|
|
|
(.02
|
)
|
||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
.23
|
|
|
.22
|
|
|
.20
|
|
|
(.02
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
2012
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
2,019
|
|
|
$
|
1,846
|
|
|
$
|
1,752
|
|
|
$
|
1,869
|
|
Product costs
|
957
|
|
|
900
|
|
|
771
|
|
|
868
|
|
||||
Income (loss) from continuing operations
|
359
|
|
|
166
|
|
|
200
|
|
|
204
|
|
||||
Net income (loss)
|
495
|
|
|
165
|
|
|
203
|
|
|
202
|
|
||||
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
287
|
|
|
133
|
|
|
152
|
|
|
151
|
|
||||
Net income (loss)
|
423
|
|
|
132
|
|
|
155
|
|
|
149
|
|
||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
.48
|
|
|
.21
|
|
|
.25
|
|
|
.23
|
|
||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
.47
|
|
|
.21
|
|
|
.25
|
|
|
.23
|
|
•
|
$20 million write-off of an abandoned project at Williams NGL & Petchem Services (see
Note 6 – Other Income and Expenses
);
|
•
|
$16 million accrued loss associated with a settlement in principle of a producer claim against us at Williams Partners (see
Note 6 – Other Income and Expenses
);
|
•
|
$13 million interest income on the note receivable related to the sale of certain former Venezuela assets (see
Note 5 – Investing Activities
);
|
•
|
$14 million in expenses associated with the Geismar Incident at Williams Partners (see
Note 6 – Other Income and Expenses
).
|
•
|
$9 million accrued loss associated with a contingent liability related to a producer claim against us at Williams Partners (see
Note 6 – Other Income and Expenses
);
|
•
|
$50 million gain associated with insurance recoveries related to the Geismar Incident at Williams Partners (see
Note 6 – Other Income and Expenses
);
|
•
|
$11 million of interest income associated with a receivable related to the sale of certain former Venezuela assets (see
Note 5 – Investing Activities
).
|
•
|
$12 million of income related to an insurance recovery associated with the Eminence abandonment regulatory asset that will not be recovered through rates at Williams Partners (see
Note 6 – Other Income and Expenses
);
|
•
|
$26 million gain resulting from Access Midstream Partners' equity issuance (see
Note 5 – Investing Activities
);
|
•
|
$13 million of interest income associated with a receivable related to the sale of certain former Venezuela assets (see
Note 5 – Investing Activities
);
|
•
|
$12 million charge resulting from an unfavorable ruling associated with our former Alaska refinery related to the Trans-Alaska Pipeline System Quality Bank (see summarized results of discontinued operations at
Note 4 – Discontinued Operations
).
|
•
|
$18 million related to the reversal of project feasibility costs from expense to capital at Williams Partners (see
Note 6 – Other Income and Expenses
);
|
•
|
$12 million of reorganization-related costs including engaging a consulting firm in 2012 to assist in better aligning resources to support our business strategy following the spin-off of WPX (see
Note 6 – Other Income and Expenses
).
|
•
|
$63 million of income, including $10 million of interest, related to the sale of our 50 percent interest in Accroven (see
Note 5 – Investing Activities
);
|
•
|
$144 million of gain on reconsolidation related to our majority ownership in the Wilpro entities (see summarized results of discontinued operations at
Note 4 – Discontinued Operations
).
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions, except per-share amounts)
|
||||||||||
Equity in earnings of consolidated subsidiaries
|
$
|
1,564
|
|
|
$
|
1,895
|
|
|
$
|
1,962
|
|
Equity earnings from investment in Access Midstream Partners
|
30
|
|
|
—
|
|
|
—
|
|
|||
Interest incurred — external
|
(156
|
)
|
|
(128
|
)
|
|
(186
|
)
|
|||
Interest incurred — affiliate
|
(722
|
)
|
|
(816
|
)
|
|
(622
|
)
|
|||
Interest income — affiliate
|
71
|
|
|
84
|
|
|
84
|
|
|||
Early debt retirement costs
|
—
|
|
|
—
|
|
|
(271
|
)
|
|||
Other income (expense) — net
|
32
|
|
|
3
|
|
|
(45
|
)
|
|||
Income from continuing operations before income taxes
|
819
|
|
|
1,038
|
|
|
922
|
|
|||
Provision for income taxes
|
378
|
|
|
315
|
|
|
119
|
|
|||
Income (loss) from continuing operations
|
441
|
|
|
723
|
|
|
803
|
|
|||
Income (loss) from discontinued operations
|
(11
|
)
|
|
136
|
|
|
(427
|
)
|
|||
Net income (loss)
|
$
|
430
|
|
|
$
|
859
|
|
|
$
|
376
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
.65
|
|
|
$
|
1.17
|
|
|
$
|
1.36
|
|
Income (loss) from discontinued operations
|
(.02
|
)
|
|
.22
|
|
|
(.72
|
)
|
|||
Net income (loss)
|
$
|
.63
|
|
|
$
|
1.39
|
|
|
$
|
.64
|
|
Weighted-average shares (thousands)
|
682,948
|
|
|
619,792
|
|
|
588,553
|
|
|||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
.64
|
|
|
$
|
1.15
|
|
|
$
|
1.34
|
|
Income (loss) from discontinued operations
|
(.02
|
)
|
|
.22
|
|
|
(.71
|
)
|
|||
Net income (loss)
|
$
|
.62
|
|
|
$
|
1.37
|
|
|
$
|
.63
|
|
Weighted-average shares (thousands)
|
687,185
|
|
|
625,486
|
|
|
598,175
|
|
|||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Equity in other comprehensive income (loss) of consolidated subsidiaries
|
$
|
(41
|
)
|
|
$
|
21
|
|
|
$
|
35
|
|
Other comprehensive income (loss) attributable to The Williams Companies, Inc.
|
239
|
|
|
6
|
|
|
(123
|
)
|
|||
Other comprehensive income (loss)
|
198
|
|
|
27
|
|
|
(88
|
)
|
|||
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
$
|
628
|
|
|
$
|
886
|
|
|
$
|
288
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(Millions)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
282
|
|
|
$
|
340
|
|
Other current assets and deferred charges
|
167
|
|
|
229
|
|
||
Total current assets
|
449
|
|
|
569
|
|
||
Investments in and advances to consolidated subsidiaries
|
19,162
|
|
|
16,686
|
|
||
Investment in Access Midstream Partners
|
2,161
|
|
|
2,187
|
|
||
Property, plant, and, equipment — net
|
68
|
|
|
62
|
|
||
Other noncurrent assets
|
34
|
|
|
117
|
|
||
Total assets
|
$
|
21,874
|
|
|
$
|
19,621
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
26
|
|
|
$
|
29
|
|
Long-term debt due within one year
|
1
|
|
|
1
|
|
||
Other current liabilities
|
147
|
|
|
122
|
|
||
Total current liabilities
|
174
|
|
|
152
|
|
||
Long-term debt
|
2,296
|
|
|
2,298
|
|
||
Notes payable — affiliates
|
10,830
|
|
|
8,938
|
|
||
Pension, other postretirement, and other noncurrent liabilities
|
282
|
|
|
712
|
|
||
Deferred income taxes
|
3,428
|
|
|
2,769
|
|
||
Contingent liabilities and commitments
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common stock
|
718
|
|
|
716
|
|
||
Other stockholders’ equity
|
4,146
|
|
|
4,036
|
|
||
Total stockholders’ equity
|
4,864
|
|
|
4,752
|
|
||
Total liabilities and stockholders’ equity
|
$
|
21,874
|
|
|
$
|
19,621
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Millions)
|
||||||||||
NET CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES
|
$
|
19
|
|
|
$
|
(11
|
)
|
|
$
|
(286
|
)
|
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
—
|
|
|
848
|
|
|
75
|
|
|||
Payments of long-term debt
|
(1
|
)
|
|
(28
|
)
|
|
(871
|
)
|
|||
Changes in notes payable to affiliates
|
1,892
|
|
|
520
|
|
|
(590
|
)
|
|||
Tax benefit of stock-based awards
|
19
|
|
|
44
|
|
|
22
|
|
|||
Premiums paid on early debt retirement
|
—
|
|
|
—
|
|
|
(254
|
)
|
|||
Proceeds from issuance of common stock
|
18
|
|
|
2,550
|
|
|
49
|
|
|||
Dividends paid
|
(982
|
)
|
|
(742
|
)
|
|
(457
|
)
|
|||
Other — net
|
(3
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|||
Net cash provided (used) by financing activities
|
943
|
|
|
3,185
|
|
|
(2,031
|
)
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(23
|
)
|
|
(18
|
)
|
|
(28
|
)
|
|||
Purchase of investment in Access Midstream Partners
|
(4
|
)
|
|
(2,179
|
)
|
|
—
|
|
|||
Changes in investments in and advances to consolidated subsidiaries
|
(985
|
)
|
|
(953
|
)
|
|
2,553
|
|
|||
Other — net
|
(8
|
)
|
|
24
|
|
|
(18
|
)
|
|||
Net cash provided (used) by investing activities
|
(1,020
|
)
|
|
(3,126
|
)
|
|
2,507
|
|
|||
Increase (decrease) in cash and cash equivalents
|
(58
|
)
|
|
48
|
|
|
190
|
|
|||
Cash and cash equivalents at beginning of year
|
340
|
|
|
292
|
|
|
102
|
|
|||
Cash and cash equivalents at end of year
|
$
|
282
|
|
|
$
|
340
|
|
|
$
|
292
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
Beginning
Balance
|
|
Charged
(Credited)
To Costs and
Expenses
|
|
Other
|
|
Deductions
|
|
Ending
Balance
|
||||||||||
|
(Millions)
|
||||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts — accounts and notes receivable (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred tax asset valuation allowance (1)
|
144
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
181
|
|
|||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts — accounts and notes receivable (1)
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
(3)
|
—
|
|
|||||
Deferred tax asset valuation allowance (1)
|
145
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
144
|
|
|||||
2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts — accounts and notes receivable (2)
|
15
|
|
|
1
|
|
|
—
|
|
|
15
|
|
(4)
|
1
|
|
|||||
Deferred tax asset valuation allowance (5)
|
249
|
|
|
(33
|
)
|
|
—
|
|
|
71
|
|
(4)
|
145
|
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
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 May 26, 2010 as Exhibit 3.2 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 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).
|
|
|
|
|
|
4.2
|
|
—
|
|
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).
|
|
|
|
|
|
4.3
|
|
—
|
|
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 4.4.1 to MAPCO Inc.’s Amendment No. 1 to registration statement on Form S-3 (File No. 333-20837) and incorporated herein by reference).
|
|
|
|
|
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
4.4
|
|
—
|
|
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).
|
|
|
|
|
|
4.5
|
|
—
|
|
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).
|
|
|
|
|
|
4.6
|
|
—
|
|
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).
|
|
|
|
|
|
4.7
|
|
—
|
|
Supplemental Indenture No. 4 dated as of June 30, 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).
|
|
|
|
|
|
4.8
|
|
—
|
|
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).
|
|
|
|
|
|
4.9
|
|
—
|
|
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).
|
|
|
|
|
|
4.10
|
|
—
|
|
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).
|
|
|
|
|
|
4.11
|
|
—
|
|
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).
|
|
|
|
|
|
4.12
|
|
—
|
|
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).
|
|
|
|
|
|
4.13
|
|
—
|
|
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).
|
|
|
|
|
|
4.14
|
|
—
|
|
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).
|
|
|
|
|
|
4.15
|
|
__
|
|
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).
|
|
|
|
|
|
4.16
|
|
—
|
|
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).
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
4.17
|
|
—
|
|
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).
|
|
|
|
|
|
4.18
|
|
—
|
|
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).
|
|
|
|
|
|
4.19
|
|
—
|
|
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).
|
|
|
|
|
|
4.20
|
|
—
|
|
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).
|
|
|
|
|
|
4.21
|
|
—
|
|
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).
|
|
|
|
|
|
4.22
|
|
—
|
|
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 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
|
|
4.23
|
|
—
|
|
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 8-K (File No. 001-07584) and incorporated herein by reference).
|
|
|
|
|
|
4.24
|
|
—
|
|
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).
|
|
|
|
|
|
4.25
|
|
—
|
|
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).
|
|
|
|
|
|
4.26
|
|
—
|
|
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).
|
|
|
|
|
|
4.27
|
|
__
|
|
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).
|
|
|
|
|
|
4.28
|
|
__
|
|
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
|
|
|
|
|
|
4.29
|
|
__
|
|
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).
|
|
|
|
|
|
4.30
|
|
—
|
|
Amended and Restated Rights Agreement dated September 21, 2004 by and between The Williams Companies, Inc. and EquiServe Trust Company, N.A., as Rights Agent (filed on September 24, 2004 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).
|
|
|
|
|
|
4.31
|
|
—
|
|
Amendment No. 1 dated May 18, 2007 to the Amended and Restated Rights Agreement dated September 21, 2004 (filed on May 22, 2007 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).
|
|
|
|
|
|
4.32
|
|
—
|
|
Amendment No. 2 dated October 12, 2007 to the Amended and Restated Rights Agreement dated September 21, 2004 (filed on October 15, 2007 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).
|
|
|
|
|
|
10.1§
|
|
—
|
|
The Williams Companies Amended and Restated Retirement Restoration Plan effective January 1, 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 2014 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
|
|
10.7*§
|
|
__
|
|
Form of 2014 Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
|
|
10.8*§
|
|
__
|
|
Form of 2014 Nonqualified Stock Option Agreement among Williams and certain employees and officers.
|
|
|
|
|
|
10.9§
|
|
—
|
|
Form of 2011 Restricted Stock Unit Agreement among Williams and nonmanagement directors (filed on February 27, 2012 as Exhibit 10.7 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
|
|
10.10§
|
|
—
|
|
Form of 2012 Restricted Stock Unit Agreement among Williams and nonmanagement directors (filed on August 2, 2012 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).
|
|
|
|
|
|
10.11*§
|
|
__
|
|
Form of 2013 Restricted Stock Unit Agreement among Williams and nonmanagement directors.
|
|
|
|
|
|
10.12§
|
|
—
|
|
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. 001-04174) and incorporated herein by reference).
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
10.13§
|
|
—
|
|
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).
|
|
|
|
|
|
10.14§
|
|
—
|
|
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).
|
|
|
|
|
|
10.15§
|
|
—
|
|
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).
|
|
|
|
|
|
10.16§
|
|
—
|
|
The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective January 19, 2012 (filed on May 1, 2012 as Exhibit 10.12 to The Williams Companies, Inc.’s annual report on Form 10-K/A (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
|
|
10.17§
|
|
—
|
|
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).
|
|
|
|
|
|
10.18§
|
|
—
|
|
Amended and Restated Change-in-Control Severance Agreement between the Company and certain executive officers (Tier II Executives) (filed on February 27, 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).
|
|
|
|
|
|
10.19
|
|
—
|
|
Contribution Agreement, dated as of January 15, 2010, by and among Williams Energy Services, LLC, Williams Gas Pipeline Company, LLC, WGP Gulfstream Pipeline Company, L.L.C., Williams Partners GP LLC, Williams Partners L.P., Williams Partners Operating LLC and, for a limited purpose, The Williams Companies, Inc, including exhibits thereto (filed on January 19, 2010 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).
|
|
|
|
|
|
10.20
|
|
—
|
|
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).
|
|
|
|
|
|
10.21
|
|
—
|
|
Employee Matters Agreement, dated as of December 30, 2011, between The Williams Companies, Inc. and WPX Energy, Inc. (filed on January 6, 2012 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).
|
|
|
|
|
|
10.22
|
|
—
|
|
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).
|
|
|
|
|
|
10.23
|
|
—
|
|
Contribution Agreement, dated as of March 19, 2012, between Caiman Energy, LLC and Williams Partners L.P. (filed on April 26, 2012 as Exhibit 10.1 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-32599)) and incorporated herein by reference
|
|
|
|
|
|
10.24
|
|
—
|
|
First Amendment to Contribution Agreement, dated as of April 27, 2012, between Caiman Energy, LLC and Williams Partners L.P. (filed on August 2, 2012 as Exhibit 10.1 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-32599) and incorporated herein by reference).
|
10.25
|
|
—
|
|
Consulting Agreement and Release dated September 17, 2012, between The Williams Companies, Inc. and Phillip D. Wright (filed on October 31, 2012 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).
|
|
|
|
|
|
10.26
|
|
—
|
|
Contribution Agreement dated as of October 29, 2012, by and among The Williams Companies, Inc., Williams Partners GP LLC, Williams Partners L.P., Williams Partners Operating LLC, and Williams Field Services Group, LLC (filed on November 2, 2012 as Exhibit 10.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
10.27
|
|
—
|
|
Purchase Agreement dated as of December 11, 2012 with GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P. and GIP-C Holding (CHK), L.P. (filed on February 27, 2013 as Exhibit 10.28 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
|
|
10.28
|
|
—
|
|
Subscription Agreement dated as of December 11, 2012 by and among Access Midstream Partners, L.P., Access Midstream Partners GP, L.L.C., GIP II Hawk Holdings Partnership, L.P. and The Williams Companies, Inc.(filed on February 27, 2013 as Exhibit 10.29 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
|
|
10.29
|
|
__
|
|
Form of Commercial Paper Dealer Agreement, dated as of March 12, 2013, between Williams Partners L.P., as Issuer, and the Dealer party thereto (filed on March 18, 2013 as Exhibit 10.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
|
|
10.30
|
|
__
|
|
Amendments Nos. 2, 3, 4, and 5 to Contribution Agreement between Caiman Energy, LLC and Williams Partners L.P. (filed on May 8, 2013 as Exhibit 10.1 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
|
|
10.31
|
|
__
|
|
First Amended & Restated Credit Agreement dated as of July 31, 2013, by and among The Williams Companies, Inc., as Borrower, the lenders named therein, and Citibank N.A., as Administrative Agent (filed on July 31, 2013 as Exhibit 10.1 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
|
|
10.32
|
|
__
|
|
First Amended & Restated Credit Agreement dated as of July 31, 2013, by and among Williams Partners L.P., Northwest Pipeline LLC and Transcontinental Gas Pipe Line Company, LLC, as co-borrowers, the lenders named therein, and Citibank N.A., as Administrative Agent (filed on July 31, 2013 as Exhibit 10 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-32599) 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.
|
|
|
|
|
|
23.3*
|
|
—
|
|
Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.
|
|
|
|
|
|
24*
|
|
—
|
|
Power of Attorney.
|
|
|
|
|
|
31.1*
|
|
—
|
|
Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(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.
|
|
|
|
|
|
31.2*
|
|
—
|
|
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(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.
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
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
|
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 26, 2014
|
Alan S. Armstrong
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ D
ONALD
R. C
HAPPEL
|
|
Senior Vice President and Chief Financial Officer
|
|
February 26, 2014
|
Donald R. Chappel
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ T
ED
T. T
IMMERMANS
|
|
Vice President, Controller and Chief Accounting Officer
|
|
February 26, 2014
|
Ted T. Timmermans
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ J
OSEPH
R. C
LEVELAND
*
|
|
Director
|
|
February 26, 2014
|
Joseph R. Cleveland*
|
|
|
|
|
|
|
|
|
|
/s/ K
ATHLEEN
B. C
OOPER
*
|
|
Director
|
|
February 26, 2014
|
Kathleen B. Cooper*
|
|
|
|
|
|
|
|
|
|
/s/ J
OHN
A. H
AGG
*
|
|
Director
|
|
February 26, 2014
|
John A. Hagg*
|
|
|
|
|
/s/ J
UANITA
H. H
INSHAW
*
|
|
Director
|
|
February 26, 2014
|
Juanita H. Hinshaw*
|
|
|
|
|
|
|
|
|
|
/s/ R
ALPH
I
ZZO
*
|
|
Director
|
|
February 26, 2014
|
Ralph Izzo*
|
|
|
|
|
|
|
|
|
|
/s/ F
RANK
T. M
AC
I
NNIS
*
|
|
Chairman of the Board
|
|
February 26, 2014
|
Frank T. MacInnis*
|
|
|
|
|
/s/ S
TEVEN
W. N
ANCE
*
|
|
Director
|
|
February 26, 2014
|
Steven W. Nance*
|
|
|
|
|
|
|
|
|
|
/s/ M
URRAY
D. S
MITH
*
|
|
Director
|
|
February 26, 2014
|
Murray D. Smith*
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/
S
/ J
ANICE
D. S
TONEY
*
|
|
Director
|
|
February 26, 2014
|
Janice D. Stoney*
|
|
|
|
|
|
|
|
|
|
/
S
/ L
AURA
A. S
UGG
*
|
|
Director
|
|
February 26, 2014
|
Laura A. Sugg*
|
|
|
|
|
*By:
|
|
/s/ S
ARAH
C. M
ILLER
|
|
|
|
February 26, 2014
|
|
|
Sarah C. Miller
Attorney-in-Fact
|
|
|
|
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
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 May 26, 2010 as Exhibit 3.2 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 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).
|
|
|
|
|
|
4.2
|
|
—
|
|
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).
|
|
|
|
|
|
4.3
|
|
—
|
|
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 4.4.1 to MAPCO Inc.’s Amendment No. 1 to registration statement on Form S-3 (File No. 333-20837) and incorporated herein by reference).
|
|
|
|
|
|
4.4
|
|
—
|
|
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).
|
|
|
|
|
|
4.5
|
|
—
|
|
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).
|
|
|
|
|
|
4.6
|
|
—
|
|
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).
|
|
|
|
|
|
4.7
|
|
—
|
|
Supplemental Indenture No. 4 dated as of June 30, 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).
|
|
|
|
|
|
4.8
|
|
—
|
|
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).
|
|
|
|
|
|
4.9
|
|
—
|
|
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).
|
|
|
|
|
|
4.10
|
|
—
|
|
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).
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
4.11
|
|
—
|
|
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).
|
|
|
|
|
|
4.12
|
|
—
|
|
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).
|
|
|
|
|
|
4.13
|
|
—
|
|
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).
|
|
|
|
|
|
4.14
|
|
—
|
|
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).
|
|
|
|
|
|
4.15
|
|
__
|
|
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).
|
|
|
|
|
|
4.16
|
|
—
|
|
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).
|
|
|
|
|
|
4.17
|
|
—
|
|
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).
|
|
|
|
|
|
4.18
|
|
—
|
|
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).
|
|
|
|
|
|
4.19
|
|
—
|
|
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).
|
|
|
|
|
|
4.20
|
|
—
|
|
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).
|
|
|
|
|
|
4.21
|
|
—
|
|
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).
|
|
|
|
|
|
4.22
|
|
—
|
|
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 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
|
|
4.23
|
|
—
|
|
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 8-K (File No. 001-07584) and incorporated herein by reference).
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
4.24
|
|
—
|
|
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).
|
|
|
|
|
|
4.25
|
|
—
|
|
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).
|
|
|
|
|
|
4.26
|
|
—
|
|
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).
|
|
|
|
|
|
4.27
|
|
__
|
|
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).
|
|
|
|
|
|
4.28
|
|
__
|
|
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).
|
|
|
|
|
|
4.29
|
|
__
|
|
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).
|
|
|
|
|
|
4.30
|
|
—
|
|
Amended and Restated Rights Agreement dated September 21, 2004 by and between The Williams Companies, Inc. and EquiServe Trust Company, N.A., as Rights Agent (filed on September 24, 2004 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).
|
|
|
|
|
|
4.31
|
|
—
|
|
Amendment No. 1 dated May 18, 2007 to the Amended and Restated Rights Agreement dated September 21, 2004 (filed on May 22, 2007 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).
|
|
|
|
|
|
4.32
|
|
—
|
|
Amendment No. 2 dated October 12, 2007 to the Amended and Restated Rights Agreement dated September 21, 2004 (filed on October 15, 2007 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).
|
|
|
|
|
|
10.1§
|
|
—
|
|
The Williams Companies Amended and Restated Retirement Restoration Plan effective January 1, 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).
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
10.6*§
|
|
__
|
|
Form of 2014 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
|
|
10.7*§
|
|
__
|
|
Form of 2014 Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
|
|
10.8*§
|
|
__
|
|
Form of 2014 Nonqualified Stock Option Agreement among Williams and certain employees and officers.
|
|
|
|
|
|
10.9§
|
|
—
|
|
Form of 2011 Restricted Stock Unit Agreement among Williams and nonmanagement directors (filed on February 27, 2012 as Exhibit 10.7 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
|
|
10.10§
|
|
—
|
|
Form of 2012 Restricted Stock Unit Agreement among Williams and nonmanagement directors (filed on August 2, 2012 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).
|
|
|
|
|
|
10.11*§
|
|
__
|
|
Form of 2013 Restricted Stock Unit Agreement among Williams and nonmanagement directors.
|
|
|
|
|
|
10.12§
|
|
—
|
|
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. 001-04174) and incorporated herein by reference).
|
|
|
|
|
|
10.13§
|
|
—
|
|
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).
|
|
|
|
|
|
10.14§
|
|
—
|
|
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).
|
|
|
|
|
|
10.15§
|
|
—
|
|
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).
|
|
|
|
|
|
10.16§
|
|
—
|
|
The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective January 19, 2012 (filed on May 1, 2012 as Exhibit 10.12 to The Williams Companies, Inc.’s annual report on Form 10-K/A (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
|
|
10.17§
|
|
—
|
|
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).
|
|
|
|
|
|
10.18§
|
|
—
|
|
Amended and Restated Change-in-Control Severance Agreement between the Company and certain executive officers (Tier II Executives) (filed on February 27, 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).
|
|
|
|
|
|
10.19
|
|
—
|
|
Contribution Agreement, dated as of January 15, 2010, by and among Williams Energy Services, LLC, Williams Gas Pipeline Company, LLC, WGP Gulfstream Pipeline Company, L.L.C., Williams Partners GP LLC, Williams Partners L.P., Williams Partners Operating LLC and, for a limited purpose, The Williams Companies, Inc, including exhibits thereto (filed on January 19, 2010 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).
|
|
|
|
|
|
10.20
|
|
—
|
|
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).
|
|
|
|
|
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
10.21
|
|
—
|
|
Employee Matters Agreement, dated as of December 30, 2011, between The Williams Companies, Inc. and WPX Energy, Inc. (filed on January 6, 2012 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).
|
|
|
|
|
|
10.22
|
|
—
|
|
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).
|
|
|
|
|
|
10.23
|
|
—
|
|
Contribution Agreement, dated as of March 19, 2012, between Caiman Energy, LLC and Williams Partners L.P. (filed on April 26, 2012 as Exhibit 10.1 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-32599)) and incorporated herein by reference
|
|
|
|
|
|
10.24
|
|
—
|
|
First Amendment to Contribution Agreement, dated as of April 27, 2012, between Caiman Energy, LLC and Williams Partners L.P. (filed on August 2, 2012 as Exhibit 10.1 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
|
|
10.25
|
|
—
|
|
Consulting Agreement and Release dated September 17, 2012, between The Williams Companies, Inc. and Phillip D. Wright (filed on October 31, 2012 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).
|
|
|
|
|
|
10.26
|
|
—
|
|
Contribution Agreement dated as of October 29, 2012, by and among The Williams Companies, Inc., Williams Partners GP LLC, Williams Partners L.P., Williams Partners Operating LLC, and Williams Field Services Group, LLC (filed on November 2, 2012 as Exhibit 10.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
|
|
10.27
|
|
—
|
|
Purchase Agreement dated as of December 11, 2012 with GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P. and GIP-C Holding (CHK), L.P. (filed on February 27, 2013 as Exhibit 10.28 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
|
|
10.28
|
|
—
|
|
Subscription Agreement dated as of December 11, 2012 by and among Access Midstream Partners, L.P., Access Midstream Partners GP, L.L.C., GIP II Hawk Holdings Partnership, L.P. and The Williams Companies, Inc.(filed on February 27, 2013 as Exhibit 10.29 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
|
|
10.29
|
|
__
|
|
Form of Commercial Paper Dealer Agreement, dated as of March 12, 2013, between Williams Partners L.P., as Issuer, and the Dealer party thereto (filed on March 18, 2013 as Exhibit 10.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
|
|
10.30
|
|
__
|
|
Amendments Nos. 2, 3, 4, and 5 to Contribution Agreement between Caiman Energy, LLC and Williams Partners L.P. (filed on May 8, 2013 as Exhibit 10.1 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
|
|
10.31
|
|
__
|
|
First Amended & Restated Credit Agreement dated as of July 31, 2013, by and among The Williams Companies, Inc., as Borrower, the lenders named therein, and Citibank N.A., as Administrative Agent (filed on July 31, 2013 as Exhibit 10.1 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
|
|
10.32
|
|
__
|
|
First Amended & Restated Credit Agreement dated as of July 31, 2013, by and among Williams Partners L.P., Northwest Pipeline LLC and Transcontinental Gas Pipe Line Company, LLC, as co-borrowers, the lenders named therein, and Citibank N.A., as Administrative Agent (filed on July 31, 2013 as Exhibit 10 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
|
|
12*
|
|
—
|
|
Computation of Ratio of Earnings to Combined Fixed Charges.
|
|
|
|
|
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
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.
|
|
|
|
|
|
23.3*
|
|
—
|
|
Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.
|
|
|
|
|
|
24*
|
|
—
|
|
Power of Attorney.
|
|
|
|
|
|
31.1*
|
|
—
|
|
Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(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.
|
|
|
|
|
|
31.2*
|
|
—
|
|
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(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.
|
|
|
|
|
|
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
|
(a)
|
(i) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 5(e) above shall be the thirtieth (30
th
) day after such Participant’s Separation from Service,
provided
that if the Participant was a “key employee” within the meaning of Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, payment shall not be made sooner than the earlier to occur
|
|
THE WILLIAMS COMPANIES, INC.
|
|
|
|
|
|
By_____________________________________
|
|
Alan S. Armstrong
|
|
President and CEO
|
|
THE WILLIAMS COMPANIES, INC.
|
|
|
|
|
|
By_____________________________________
|
|
Alan S. Armstrong
|
|
President and CEO
|
|
THE WILLIAMS COMPANIES, INC.
|
|
|
|
|
|
By____________________________
|
|
Alan S. Armstrong
|
|
President and CEO
|
|
|
|
THE WILLIAMS COMPANIES, INC.
|
|
|
|
|
|
By_____________________________________
|
|
Alan S. Armstrong
|
|
President and CEO
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(Millions)
|
||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes
|
|
$
|
1,080
|
|
|
$
|
1,289
|
|
|
$
|
1,202
|
|
|
$
|
385
|
|
|
$
|
550
|
|
Less: Equity earnings (1)
|
|
(134
|
)
|
|
(111
|
)
|
|
(155
|
)
|
|
(143
|
)
|
|
(118
|
)
|
|||||
Income from continuing operations before income taxes and equity earnings
|
|
946
|
|
|
1,178
|
|
|
1,047
|
|
|
242
|
|
|
432
|
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest incurred (1)(2)
|
|
611
|
|
|
568
|
|
|
598
|
|
|
628
|
|
|
656
|
|
|||||
Rental expense representative of interest factor
|
|
11
|
|
|
11
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|||||
Total fixed charges
|
|
622
|
|
|
579
|
|
|
608
|
|
|
638
|
|
|
666
|
|
|||||
Distributed income of equity method investees (1)
|
|
245
|
|
|
161
|
|
|
191
|
|
|
174
|
|
|
134
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
|
(101
|
)
|
|
(59
|
)
|
|
(25
|
)
|
|
(36
|
)
|
|
(61
|
)
|
|||||
Total earnings as adjusted
|
|
$
|
1,712
|
|
|
$
|
1,859
|
|
|
$
|
1,821
|
|
|
$
|
1,018
|
|
|
$
|
1,171
|
|
Fixed charges
|
|
$
|
622
|
|
|
$
|
579
|
|
|
$
|
608
|
|
|
$
|
638
|
|
|
$
|
666
|
|
Ratio of earnings to fixed charges
|
|
2.75
|
|
|
3.21
|
|
|
3.00
|
|
|
1.60
|
|
|
1.76
|
|
|
(1)
|
Prior years have been recast to include the effect of 50%-owned companies.
|
(2)
|
Does not include interest related to income taxes, including interest related to liabilities for uncertain tax positions, which is included in
Provision (benefit) for income taxes
in our
Consolidated Statement of Income
.
|
ENTITY
|
|
JURISDICTION
|
|
|
|
Access Midstream Partners, L.P.
|
|
Delaware
|
Access Midstream Ventures, L.L.C.
|
|
Delaware
|
Alliance Canada Marketing L.P.
|
|
Alberta
|
Alliance Canada Marketing LTD
|
|
Alberta
|
Arctic Fox Assets, Inc.
|
|
Delaware
|
Aux Sable Liquid Products Inc.
|
|
Delaware
|
Aux Sable Liquid Products LP
|
|
Delaware
|
Aux Sable Midstream LLC
|
|
Delaware
|
Bargath LLC
|
|
Delaware
|
Baton Rouge Fractionators LLC
|
|
Delaware
|
Baton Rouge Pipeline LLC
|
|
Delaware
|
Black Marlin Pipeline LLC
|
|
Texas
|
Bluegrass Construction LLC
|
|
Delaware
|
Bluegrass Pipeline Company LLC
|
|
Delaware
|
Caiman Energy II, LLC
|
|
Delaware
|
Carbon County UCG, Inc.
|
|
Delaware
|
Carbonate Trend Pipeline LLC
|
|
Delaware
|
Cardinal Operating Company, LLC
|
|
Delaware
|
Cardinal Pipeline Company, LLC
|
|
North Carolina
|
Constitution Pipeline Company LLC
|
|
Delaware
|
Discovery Gas Transmission LLC
|
|
Delaware
|
Discovery Producer Services LLC
|
|
Delaware
|
DMP New York, Inc.
|
|
New York
|
Gulf Liquids New River Project LLC
|
|
Delaware
|
Gulfstar One LLC
|
|
Delaware
|
Gulfstream Management & Operating Services, L.L.C.
|
|
Delaware
|
Gulfstream Natural Gas System, L.L.C.
|
|
Delaware
|
HB Construction Company Ltd.
|
|
Alberta
|
HI-BOL Pipeline LLC
|
|
Delaware
|
Inland Ports, Inc.
|
|
Tennessee
|
Laurel Mountain Midstream Operating LLC
|
|
Delaware
|
Laurel Mountain Midstream, LLC
|
|
Delaware
|
LNE Pipeline Corporation
|
|
New York
|
Marsh Resources, LLC
|
|
Delaware
|
Mid-Continent Fractionation and Storage, LLC
|
|
Delaware
|
Moss Lake Fractionation and Storage LLC
|
|
Delaware
|
Moss Lake LPG Terminal LLC
|
|
Delaware
|
Northwest Pipeline LLC
|
|
Delaware
|
Overland Pass Pipeline Company LLC
|
|
Delaware
|
Pacific Connector Gas Pipeline, LLC
|
|
Delaware
|
Pacific Connector Gas Pipeline, LP
|
|
Delaware
|
Parachute Pipeline LLC
|
|
Delaware
|
Parkco Two, L.L.C.
|
|
Oklahoma
|
Pine Needle LNG Company, LLC
|
|
North Carolina
|
ENTITY
|
|
JURISDICTION
|
|
|
|
Pine Needle Operating Company, LLC
|
|
Delaware
|
Reserveco Inc.
|
|
Delaware
|
TWC Holdings C.V.
|
|
Netherlands
|
The Williams Companies Foundation, Inc.
|
|
Oklahoma
|
The Williams Companies, International Holdings B.V.
|
|
Dutch BV
|
Three Rivers Midstream LLC
|
|
Delaware
|
TransCardinal Company, LLC
|
|
Delaware
|
TransCarolina LNG Company, LLC
|
|
Delaware
|
Transco Energy Company, LLC
|
|
Delaware
|
Transco Exploration Company
|
|
Delaware
|
Transcontinental Gas Pipe Line Company, LLC
|
|
Delaware
|
WFS Liquids LLC
|
|
Delaware
|
WFS - Pipeline LLC
|
|
Delaware
|
WFS Enterprises, LLC
|
|
Delaware
|
WFS Gathering Company, L.L.C.
|
|
Delaware
|
Wamsutter LLC
|
|
Delaware
|
WilPro Energy Services (El Furrial) Limited
|
|
Cayman Islands
|
WilPro Energy Services (Pigap II) Limited
|
|
Cayman Islands
|
Williams Acquisition Holding Company LLC
|
|
New Jersey
|
Williams Aircraft, Inc.
|
|
Delaware
|
Williams Alaska Petroleum, Inc.
|
|
Alaska
|
Williams Blu Operating LLC
|
|
Delaware
|
Williams Bluegrass Pipeline LLC
|
|
Delaware
|
Williams CV Holdings LLC
|
|
Delaware
|
Williams Canada Employee Services Inc.
|
|
Alberta
|
Williams Canada Propylene ULC
|
|
Alberta
|
Williams Energy Canada Development ULC
|
|
Alberta
|
Williams Energy Canada ULC
|
|
Alberta
|
Williams Energy Resources LLC
|
|
Delaware
|
Williams Energy Solutions LLC
|
|
Delaware
|
Williams Equities, Inc.
|
|
Delaware
|
Williams Exploration Company
|
|
Delaware
|
Williams Express, Inc. (AK)
|
|
Alaska
|
Williams Express LLC
|
|
Delaware
|
Williams Field Services - Gulf Coast Company, L.P.
|
|
Delaware
|
Williams Field Services Company, LLC
|
|
Delaware
|
Williams Field Services Group, LLC
|
|
Delaware
|
Williams Flexible Generation, LLC
|
|
Delaware
|
Williams Four Corners LLC
|
|
Delaware
|
Williams GP LLC
|
|
Delaware
|
Williams Gas Pipeline Company, LLC
|
|
Delaware
|
Williams Gas Processing - Gulf Coast Company, L.P.
|
|
Delaware
|
Williams Global Energy (Cayman) Limited
|
|
Cayman Islands
|
Williams Global Holdings LLC
|
|
Delaware
|
Williams Gulf Coast Gathering Company, LLC
|
|
Delaware
|
Williams Headquarters Building Company
|
|
Delaware
|
Williams Horizon Offgas ULC
|
|
Alberta
|
ENTITY
|
|
JURISDICTION
|
|
|
|
Williams Information Technology, Inc.
|
|
Delaware
|
Williams International (Bermuda) Limited
|
|
Bermuda
|
Williams International Company LLC
|
|
Delaware
|
Williams International El Furrial Limited
|
|
Cayman Islands
|
Williams International Investments (Cayman) Limited
|
|
Cayman Islands
|
Williams International Pigap Limited
|
|
Cayman Islands
|
Williams International Services Company
|
|
Nevada
|
Williams International Telecommunications Investments (Cayman) Limited
|
|
Cayman Islands
|
Williams International Venezuela Limited
|
|
Cayman Islands
|
Williams Laurel Mountain, LLC
|
|
Delaware
|
Williams Memphis Terminal, Inc.
|
|
Delaware
|
Williams Merger Subsidiary, Inc.
|
|
Delaware
|
Williams Mid-South Pipelines, LLC
|
|
Delaware
|
Williams Mobile Bay Producer Services, L.L.C.
|
|
Delaware
|
Williams New Soda, Inc.
|
|
Delaware
|
Williams Ohio Valley Midstream LLC
|
|
Texas
|
Williams Ohio Valley Pipeline LLC
|
|
Delaware
|
Williams Oil Gathering, L.L.C.
|
|
Delaware
|
Williams Olefins Development, LLC
|
|
Delaware
|
Williams Olefins Feedstock Pipelines, L.L.C.
|
|
Delaware
|
Williams Olefins, L.L.C.
|
|
Delaware
|
Williams Pacific Connector Gas Operator, LLC
|
|
Delaware
|
Williams Partners Cooperatief U.A.
|
|
Netherlands
|
Williams Partners Finance Corporation
|
|
Delaware
|
Williams Partners GP LLC
|
|
Delaware
|
Williams Partners L.P.
|
|
Delaware
|
Williams Partners Operating LLC
|
|
Delaware
|
Williams PERK, LLC
|
|
Delaware
|
WILLIAMS PETROLEOS ESPAÑA, S.L.U.
|
|
Spain
|
Williams Petroleum Pipeline Systems, Inc.
|
|
Delaware
|
Williams Petroleum Services, LLC
|
|
Delaware
|
Williams Pipeline Services LLC
|
|
Delaware
|
Williams Purity Pipelines, LLC
|
|
Delaware
|
Williams Refining & Marketing, L.L.C.
|
|
Delaware
|
Williams Resource Center, L.L.C.
|
|
Delaware
|
Williams Soda Holdings, LLC
|
|
Delaware
|
Williams Sodium Products Company
|
|
Delaware
|
Williams Strategic Sourcing Company
|
|
Delaware
|
Williams TravelCenters, Inc.
|
|
Delaware
|
Williams WPC - I, LLC
|
|
Delaware
|
/s/ Alan S. Armstrong
|
|
/s/ Joseph R. Cleveland
|
Alan S. Armstrong
|
|
Joseph R. Cleveland
|
Director, Chief Executive Officer,
|
|
Director
|
and President
|
|
|
|
|
|
/s/ Kathleen B. Cooper
|
|
/s/ John A. Hagg
|
Kathleen B. Cooper
|
|
John A. Hagg
|
Director
|
|
Director
|
|
|
|
/s/ Juanita H. Hinshaw
|
|
/s/ Ralph Izzo
|
Juanita H. Hinshaw
|
|
Ralph Izzo
|
Director
|
|
Director
|
|
|
|
/s/ Frank T. MacInnis
|
|
/s/ Steven W. Nance
|
Frank T. MacInnis
|
|
Steven W. Nance
|
Chairman of the Board
|
|
Director
|
|
|
|
/s/ Murray D. Smith
|
|
/s/ Janice D. Stoney
|
Murray D. Smith
|
|
Janice D. Stoney
|
Director
|
|
Director
|
/s/ Laura A. Sugg
|
Laura A. Sugg
|
Director
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Alan S. Armstrong
|
|
Alan S. Armstrong
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Donald R. Chappel
|
|
Donald R. Chappel
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
/s/ Alan S. Armstrong
|
Alan S. Armstrong
|
President and Chief Executive Officer
|
February 26, 2014
|
|
/s/ Donald R. Chappel
|
Donald R. Chappel
|
Chief Financial Officer
|
February 26, 2014
|