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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, 2014
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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 consolidated master limited partnership Pre-merger WPZ, which includes gas pipeline and 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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Access Midstream
— comprised of our consolidated master limited partnership ACMP, which includes certain domestic midstream businesses that provide gathering, treating, and compression services to producers under long-term, fee-based contracts.
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Williams NGL & Petchem Services
— comprised of certain other domestic olefins pipeline assets and certain Canadian growth projects under development, including a propane dehydrogenation facility and a liquids extraction plant.
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Other
— primarily comprised of corporate operations and our Canadian construction services company.
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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, 2014, 79 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 connection with this type of processing agreement are referred to as our equity NGL production. Under these agreements, we have commodity price exposure on the difference between NGL and natural gas prices. For the year ended December 31, 2014, 19 percent of the NGL production volumes were under keep-whole contracts.
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Percent-of-Liquids: Under percent-of-liquids processing contracts, we (1) process natural gas produced by customers, (2) deliver to customers an agreed-upon percentage of the extracted NGLs, (3) retain a portion of the extracted NGLs as compensation for our services, and (4) deliver natural gas to customers at the plant outlet. Under this type of contract, we are not required to replace the Btu content of the retained NGLs that were extracted during processing, and are therefore only exposed to NGL price movements. NGLs we retain in connection with this type of processing agreement are also referred to as our equity NGL production. For the year ended December 31, 2014, 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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3,739
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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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209
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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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325
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2.5
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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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2,049
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0.7
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69%
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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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156
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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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134
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0.9
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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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573
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1.0
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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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172
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150
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100%
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Eastern Gulf of Mexico
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BANJO
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57
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90
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100%
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Western Gulf of Mexico
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Alpine
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96
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85
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100%
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Western Gulf of Mexico
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Perdido Norte
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74
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150
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100%
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Western Gulf of Mexico
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Production Handling Platforms
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Gas Inlet
Capacity
(MMcf/d)
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Crude/NGL
Handling
Capacity
(Mbbls/d)
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Ownership
Interest
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Supply Basins
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Devils Tower
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210
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60
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100%
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Eastern Gulf of Mexico
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Gulfstar I FPS
TM
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172
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80
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51%
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Eastern Gulf of Mexico
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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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2014
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2013
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2012
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Volumes:
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Canadian propylene sales (millions of pounds)
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143
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118
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153
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Canadian NGL sales (millions of gallons)
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218
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123
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118
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2014
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2013
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2012
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Volumes: (1)
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Gathering (Tbtu)
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1,834
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1,731
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1,616
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Plant inlet natural gas (Tbtu)
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1,419
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1,549
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1,638
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NGL production (Mbbls/d) (2)
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144
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143
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209
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NGL equity sales (Mbbls/d) (2)
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41
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40
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77
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Crude oil transportation (Mbbls/d) (2)
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105
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117
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126
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Geismar ethylene sales (millions of pounds)
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—
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467
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1,058
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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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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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.907
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860
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134,660
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Eagle Ford Shale
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Texas
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.321
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947
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104,157
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Haynesville Shale
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Louisiana
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.672
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585
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20,195
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Marcellus Shale
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Pennsylvania & West Virginia
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1.214
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940
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136,090
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Niobrara Shale
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Wyoming
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.028
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168
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51,345
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Utica Shale
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Ohio
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.364
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375
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135,010
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Mid-Continent
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Texas, Oklahoma, Kansas, & Arkansas
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.555
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2,865
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108,284
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Total
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4.061
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6,740
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689,741
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(1)
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Throughput in all regions represents net throughput allocated to our interest.
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Williams
Partners |
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Access
Midstream |
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Total
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(Millions)
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2014
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Service:
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Regulated natural gas transportation & storage
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$
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1,781
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$
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—
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$
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1,781
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Gathering & processing
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1,015
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781
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1,796
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2013
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Service:
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Regulated natural gas transportation & storage
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$
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1,704
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N/A
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$
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1,704
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Gathering & processing
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932
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N/A
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932
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2012
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Service:
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Regulated natural gas transportation & storage
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$
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1,598
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N/A
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$
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1,598
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Gathering & processing
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844
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N/A
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844
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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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Expected levels of cash distributions by Williams Partners L.P. (WPZ) with respect to general partner interests, incentive distribution rights, and limited partner interests;
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Levels of dividends to stockholders;
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Our future credit ratings;
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Amounts and nature of future capital expenditures;
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Expansion and growth of our business and operations;
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Financial condition and liquidity;
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Business strategy;
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Cash flow from operations or results of operations;
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Seasonality of certain business components;
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Natural gas, natural gas liquids and olefins supply, prices and demand;
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Demand for our services.
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Whether WPZ will produce sufficient cash flows to provide the level of cash distributions we expect;
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Whether we are able 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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Our 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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The ability to recover expected insurance proceeds related to the Geismar plant;
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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, as well as the credit rating of WPZ as determined by nationally-recognized credit rating agencies and the availability and cost of capital;
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The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;
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Risks associated with weather and natural phenomena, including climate conditions;
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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 and our other subsidiaries distribute to us;
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The amount of cash we generate from our operations, our working capital needs, our level of capital expenditures, and our ability to borrow;
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The restrictions contained in our indentures and credit facility and our debt service requirements;
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The cost of acquisitions, if any.
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The level of existing and new competition in our businesses or from alternative fuel sources, such as electricity, coal, fuel oils, or nuclear energy;
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Natural gas, NGL, and olefins prices, demand, availability and margins in our markets. Higher prices for energy commodities related to our businesses could result in a decline in the demand for those commodities and, therefore, in customer contracts or throughput on our pipeline systems. Also, lower energy commodity prices could 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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Have limited ability to influence or control certain day to day activities affecting the operations;
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Cannot control the amount of capital expenditures that we are required to fund with respect to these operations;
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Are dependent on third parties to fund their required share of capital expenditures;
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May be subject to restrictions or limitations on our ability to sell or transfer our interests in the jointly owned assets;
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May be forced to offer rights of participation to other joint venture participants in the area of mutual interest.
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Aging infrastructure and mechanical problems;
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Damages to pipelines and pipeline blockages or other pipeline interruptions;
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Uncontrolled releases of natural gas (including sour gas), NGLs, olefins products, brine or industrial chemicals;
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Collapse or failure of storage caverns;
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Operator error;
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Damage caused by third-party activity, such as operation of construction equipment;
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Pollution and other environmental risks;
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Fires, explosions, craterings and blowouts;
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Truck and rail loading and unloading;
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Operating in a marine environment.
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Transportation and sale for resale of natural gas in interstate commerce;
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Rates, operating terms, types of services and conditions of service;
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Certification and construction of new interstate pipelines and storage facilities;
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Acquisition, extension, disposition or abandonment of existing interstate pipelines and storage facilities;
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Accounts and records;
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Depreciation and amortization policies;
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Relationships with affiliated companies who are involved in marketing functions of the natural gas business;
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Market manipulation in connection with interstate sales, purchases or transportation of natural gas.
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Make it more difficult for us to satisfy our obligations with respect to our indebtedness, which could in turn result in an event of default on such indebtedness;
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Impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;
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Diminish our ability to withstand a continued or future downturn in our business or the economy generally;
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Require us to dedicate a substantial portion of our cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, the payments of dividends, general corporate purposes or other purposes;
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Limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, including limiting our ability to expand or pursue our business activities and preventing us from engaging in certain transactions that might otherwise be considered beneficial to us.
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Alan S. Armstrong
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Director, Chief Executive Officer, and President
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Age: 52
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Position held since 2011.
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From 2002 to 2011, Mr. Armstrong served as Senior Vice President - Midstream and acted as President of our midstream business. From 1999 to 2002, Mr. Armstrong was Vice President, Gathering and Processing in our midstream business and from 1998 to 1999 was Vice President, Commercial Development. Mr. Armstrong has served as a director of the general partner of ACMP/WPZ since 2012, as Chief Executive Officer since December 31, 2014, and as Chairman of the Board since February 2, 2015. Mr. Armstrong has served as a director of BOK Financial Corporation, a financial services company, since 2013. Mr. Armstrong also served as Chairman of the Board and Chief Executive Officer of the general partner of Pre-merger WPZ from 2011 until the Merger, as Senior Vice President - Midstream from 2010 to 2011, and director and Chief Operating Officer from 2005 to 2010.
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Walter J. Bennett
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Senior Vice President — West
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Age: 45
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Position held since January 1, 2015.
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Mr. Bennett was formerly Chief Operating Officer of Chesapeake Midstream Development and served as Senior Vice President-Operations at Boardwalk Pipeline Partners. Previously, Mr. Bennett served in a variety of senior positions at Gulf South Pipeline Company that included operations and commercial responsibilities. Mr. Bennett began his career at a subsidiary of Koch Industries. Mr. Bennett has served as Senior Vice President - West of the general partner of ACMP/WPZ since December 2013 and served as Senior Vice President - West of the general partner of Pre-merger WPZ from January 2015 until the Merger.
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Francis (Frank) E. Billings
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Senior Vice President — Corporate Strategic Development
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Age: 52
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Position held since January 2014.
|
|
Mr. Billings served as Senior Vice President - Northeast G&P of us and Pre-merger WPZ from January 2013 to January 2014. Mr. Billings served as Vice President of our midstream gathering and processing business from 2011 until 2013 and as Vice President, Business Development from 2010 to 2011. Mr. Billings served as President of Cumberland Plateau Pipeline Company, a privately held company developing an ethane pipeline to serve the Marcellus Shale area, from 2009 until 2010. From 2008 to 2009, Mr. Billings served as Senior Vice President of Commercial for Crosstex Energy, Inc. and Crosstex Energy L.P., an independent midstream energy services master limited partnership and its parent corporation. In 1988, Mr. Billings joined MAPCO Inc., which merged with one of our subsidiaries in 1998, serving in various management roles, including in 2008 as a Vice President in the midstream business. Mr. Billings served as Senior Vice President - Corporate Strategic Development of the general partner of Pre-merger WPZ from January 2014 until the Merger. He has served as a director of the general partner of ACMP/WPZ since February 2014 and as Senior Vice President - Corporate Strategic Development since the Merger.
|
Donald R. Chappel
|
Senior Vice President and Chief Financial Officer
|
|
Age: 63
|
|
Position held since 2003.
|
|
Prior to joining us, Mr. Chappel held various financial, administrative and operational leadership positions. Mr. Chappel has served as a director of the general partner of ACMP/WPZ since 2012 and as Chief Financial Officer of the general partner of ACMP/WPZ since December 31, 2014. Mr. Chappel has also served as a member of the Management Committee of Northwest Pipeline since 2007. Mr. Chappel served as Chief Financial Officer and a director of the general partner of Pre-merger WPZ from 2005 until the Merger. Mr. Chappel was Chief Financial Officer from 2007 and a director from 2008 of the general partner of Williams Pipeline Partners L.P. (WMZ), until its merger with Pre-merger WPZ in 2010. Mr. Chappel is a director of SUPERVALU, Inc. (a grocery and pharmacy company).
|
John R. Dearborn
|
Senior Vice President — NGL & Petchem Services
|
|
Age: 57
|
|
Position held since 2013.
|
|
Mr. Dearborn served as a senior leader for Saudi Basic Industries Corporation, a petrochemical company, from 2011 to 2013. From 2001 to 2011, Mr. Dearborn served in a variety of leadership positions with the Dow Chemical Company. Mr. Dearborn also worked for Union Carbide Corporation, prior to its merger with DOW, from 1981 to 2001 where he served in several leadership roles. Mr. Dearborn also served as Senior Vice President - NGL & Petchem Services of the general partner of Pre-merger WPZ from 2013 until the Merger and has served in that role for the general partner of ACMP/WPZ since the Merger.
|
Robyn L. Ewing
|
Senior Vice President and Chief Administrative Officer
|
|
Age: 59
|
|
Position held since 2008.
|
|
From 2004 to 2008, Ms. Ewing was Vice President of Human Resources. Prior to joining Williams, Ms. Ewing worked at MAPCO, which merged with Williams in 1998. Ms. Ewing began her career with Cities Service Company in 1976.
|
Rory L. Miller
|
Senior Vice President — Atlantic - Gulf
|
|
Age: 54
|
|
Position held since 2013.
|
|
From 2011 until 2013, Mr. Miller was Senior Vice President - Midstream of Williams and the Pre-merger WPZ General Partner, acting as President of Williams’ midstream business. Mr. Miller was a Vice President of Williams’ midstream business from 2004 until 2011. Mr. Miller served as a director and Senior Vice-President - Atlantic-Gulf of the general partner of Pre-merger WPZ from 2011 until the Merger and has served in those roles for the general partner of ACMP/WPZ since the Merger. Mr. Miller has also served as a member of the Management Committee of Transco, since 2013.
|
Fred E. Pace
|
Senior Vice President — E&C (Engineering and Construction)
|
|
Age: 53
|
|
Position held since 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 served as Senior Vice President - E&C of the general partner of Pre-merger WPZ from 2013 until the Merger and has served in that role for the general partner of Pre-merger WPZ since the Merger.
|
Brian L. Perilloux
|
Senior Vice President — Operational Excellence
|
|
Age: 53
|
|
Position held since 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 served as Senior Vice President - Operational Excellence of the general partner of Pre-merger WPZ from 2013 until the Merger and has served in that role for the general partner of ACMP/WPZ since the Merger.
|
Robert S. Purgason
|
Senior Vice President — Access
|
|
Age: 58
|
|
Position held since January 1, 2015.
|
|
Mr. Purgason has served as a director of the general partner of ACMP/WPZ since 2012 and as Senior Vice President-Access of the general partner of ACMP/WPZ since the Merger. Mr. Purgason served as Chief Operating Officer of the general partner of ACMP/WPZ from 2010 until the Merger. Prior to joining the general partner of ACMP/WPZ, Mr. Purgason spent five years at Crosstex Energy Services, L.P. and was promoted to Senior Vice President - Chief Operating Officer in 2006. Prior to Crosstex, Mr. Purgason spent 19 years with us in various senior business development and operational roles. Mr. Purgason began his career at Perry Gas Companies in Odessa, Texas working in all facets of the natural gas treating business. Mr. Purgason has also served on the Board of Directors of L.B. Foster Company (a manufacturer, fabricator, and distributor of products and services for the rail, construction, energy, and utility markets) since December 2014.
|
Craig L. Rainey
|
Senior Vice President and General Counsel
|
|
Age: 62
|
|
Position held since 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 served as General Counsel of the general partner of Pre-merger WPZ until the Merger and has served in that role for the general partner of ACMP/WPZ since December 31, 2014.
|
James E. Scheel
|
Senior Vice President — Northeast G&P
|
|
Age: 50
|
|
Position held since January 2014.
|
|
From 2012 to 2014, Mr. Scheel served as Senior Vice President - Corporate Strategic Development of us and the general partner of Pre-merger WPZ. From 2011 until 2012, Mr. Scheel served as Vice President of Business Development for our midstream business. Mr. Scheel joined Williams in 1988 and has served in leadership roles in business strategic development, engineering and operations, our NGL business, and international operations. Mr. Scheel has served as a director and Senior Vice President - Northeast G&P of the general partner of ACMP/WPZ since the Merger, having previously served as a director of the general partner of ACMP/WPZ from 2012 to February 2014. Mr. Scheel served as a director of the general partner of Pre-merger WPZ from 2012 until the Merger.
|
Ted T. Timmermans
|
Vice President, Controller, and Chief Accounting Officer
|
|
Age: 58
|
|
Position held since 2005.
|
|
Mr. Timmermans served as Assistant Controller of Williams from 1998 to 2005. Mr. Timmermans served as Vice President, Controller & Chief Accounting Officer of the general partner of Pre-merger WPZ until the Merger and has served in those roles for the general partner of ACMP/WPZ since the Merger. Mr. Timmermans served as Chief Accounting Officer of the general partner of WMZ from 2008 until its merger with Pre-merger WPZ in 2010.
|
|
High
|
|
Low
|
|
Dividend
|
||||||
2014
|
|
|
|
|
|
||||||
First Quarter
|
$
|
42.94
|
|
|
$
|
37.77
|
|
|
$
|
0.4025
|
|
Second Quarter
|
59.68
|
|
|
39.31
|
|
|
0.425
|
|
|||
Third Quarter
|
59.77
|
|
|
54.28
|
|
|
0.56
|
|
|||
Fourth Quarter
|
57.00
|
|
|
41.21
|
|
|
0.57
|
|
|||
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
|
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
The Williams Companies, Inc.
|
100.0
|
|
120.1
|
|
164.5
|
|
207.5
|
|
254.4
|
|
308.4
|
S&P 500 Index
|
100.0
|
|
115.1
|
|
117.5
|
|
136.2
|
|
180.3
|
|
205.0
|
Bloomberg U.S. Pipelines Index
|
100.0
|
|
123.0
|
|
169.6
|
|
192.4
|
|
213.6
|
|
250.1
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(Millions, except per-share amounts)
|
||||||||||||||||||
Revenues (1)
|
$
|
7,637
|
|
|
$
|
6,860
|
|
|
$
|
7,486
|
|
|
$
|
7,930
|
|
|
$
|
6,638
|
|
Income (loss) from continuing operations (2)
|
2,335
|
|
|
679
|
|
|
929
|
|
|
1,078
|
|
|
271
|
|
|||||
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations (2)
|
2,110
|
|
|
441
|
|
|
723
|
|
|
803
|
|
|
104
|
|
|||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations (2)
|
2.91
|
|
|
.64
|
|
|
1.15
|
|
|
1.34
|
|
|
.17
|
|
|||||
Total assets at December 31 (3) (4) (5)
|
50,563
|
|
|
27,142
|
|
|
24,327
|
|
|
16,502
|
|
|
24,972
|
|
|||||
Commercial paper and long-term debt due within one year at December 31 (6)
|
802
|
|
|
226
|
|
|
1
|
|
|
353
|
|
|
508
|
|
|||||
Long-term debt at December 31 (3) (4)
|
20,888
|
|
|
11,353
|
|
|
10,735
|
|
|
8,369
|
|
|
8,600
|
|
|||||
Stockholders’ equity at December 31 (3) (4) (5)
|
8,777
|
|
|
4,864
|
|
|
4,752
|
|
|
1,296
|
|
|
6,803
|
|
|||||
Cash dividends declared per common share
|
1.958
|
|
|
1.438
|
|
|
1.196
|
|
|
.775
|
|
|
.485
|
|
(1)
|
Revenues for 2014 increased reflecting the consolidation of ACMP beginning in third quarter and new Canadian construction management services.
|
(2)
|
Income from continuing operations:
|
•
|
For 2014 includes $2.5 billion pretax gain recognized as a result of remeasuring to fair value the equity-method investment we held before we acquired a controlling interest in ACMP, $246 million of insurance recoveries related to the 2013 explosion and fire at WPZ's Geismar olefins plant, and $154 million of cash received related to a contingency settlement. 2014 also includes $78 million of pretax equity losses from Bluegrass Pipeline and Moss Lake related primarily to the underlying write-off of previously capitalized project development costs and $76 million of pretax acquisition, merger, and transition expenses related to our acquisition of ACMP;
|
•
|
For 2013 includes $99 million of deferred income tax expense incurred on undistributed earnings of our foreign operations that are no longer considered permanently reinvested;
|
•
|
For 2011 includes $271 million of pretax early debt retirement costs; and
|
•
|
For 2010 includes $648 million of debt retirement and other pretax costs associated with our strategic restructuring transaction in the first quarter of 2010.
|
(3)
|
The increases in 2014 reflect assets acquired and debt assumed primarily related to our acquisition of ACMP (see
Note 2 – Acquisitions
)
in third quarter as well as $1.9 billion of related debt issuances and $2.8 billion of debt issuances at WPZ. Additionally, we issued $3.4 billion of equity (see
Note 14 – Debt, Banking Arrangements, and Leases
and
Note 15 – Stockholders' Equity
).
|
(4)
|
The increases in 2012 reflect assets and investments acquired, primarily related to the Caiman and Laser Acquisitions and our investment in ACMP, as well as debt and equity issuances.
|
(5)
|
Total assets and stockholders’ equity for 2011 decreased due to the special dividend to spin off our former exploration and production business.
|
(6)
|
The increase in 2014 and 2013 reflects borrowings under WPZ’s commercial paper program, which was 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;
|
•
|
Lower than anticipated energy commodity prices and margins;
|
•
|
Decreased volumes from third parties served by our midstream business;
|
•
|
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;
|
•
|
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;
|
•
|
Limited availability of capital due to a change in our financial condition, interest rates, market or industry conditions;
|
•
|
Downgrade of our credit ratings and associated increase in cost of borrowings;
|
•
|
Counterparty credit and performance risk;
|
•
|
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 and ethane prices are expected to be at or below 2014 levels primarily due to higher inventory levels.
|
•
|
Non-ethane prices, including propane, are expected to be lower primarily due to oversupply and the sharp decline in crude oil prices.
|
•
|
Olefins prices, including propylene, ethylene, and the overall ethylene crack spread, are expected to be lower than 2014 levels due to the volatility in the price of crude oil and correlated products.
|
•
|
In the Gulf Coast region, we expect higher production handling volumes in 2015, following the completion of Gulfstar FPS™ in the fourth quarter of 2014.
|
•
|
We anticipate higher natural gas transportation revenues at Transco compared to 2014, as a result of expansion projects placed into service in 2014 and anticipated to be placed in service in 2015.
|
•
|
In the northeast region, we anticipate growth in our natural gas gathering volumes compared to the prior year as our infrastructure grows to support drilling activities in the region.
|
•
|
In the western region, we anticipate an unfavorable impact in equity NGL volumes in 2015 compared to 2014, primarily due to the sharp decline in NGL prices.
|
•
|
In 2015, our domestic businesses anticipate a continuation of periods when it will not be economical to recover ethane.
|
•
|
Our Gulf olefins business anticipates higher ethylene volumes in 2015 compared to 2014 substantially due to the repair and expansion of the Geismar plant, which restarted in February 2015.
|
•
|
Equity earnings are expected to be higher in 2015 compared to 2014 following the completion of Discovery’s Keathley Canyon Connector™ lateral in the first quarter of 2015.
|
•
|
We expect higher operating expenses in 2015 compared to 2014, including depreciation expense related to our growing operations in the northeast region and expansion projects at Transco.
|
•
|
Volumes in the Haynesville area are expected to be higher in 2015 as compared to 2014 primarily due to an increase in customer rig count in the area;
|
•
|
We expect an increase in volumes in 2015 as compared to 2014 in the Utica area primarily due to the build out of the Cardinal system, relieving compression constraints and adding new well connections;
|
•
|
Amounts recognized under minimum volume commitments in the Barnett area are expected to increase in 2015 compared to 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
|
$
|
(9
|
)
|
|
$
|
10
|
|
|
$
|
(132
|
)
|
|
$
|
156
|
|
Expected long-term rate of return on plan assets
|
(12
|
)
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
Rate of compensation increase
|
2
|
|
|
(1
|
)
|
|
8
|
|
|
(6
|
)
|
||||
Other postretirement benefits:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
(1
|
)
|
|
3
|
|
|
(26
|
)
|
|
32
|
|
||||
Expected long-term rate of return on plan assets
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Assumed health care cost trend rate
|
—
|
|
|
—
|
|
|
9
|
|
|
(7
|
)
|
•
|
A significant or sustained decline in the market value of an 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,
|
||||||||||||||||||||||
|
2014
|
|
$ Change
from
2013*
|
|
% Change
from
2013*
|
|
2013
|
|
$ Change
from
2012*
|
|
% Change
from
2012*
|
|
2012
|
||||||||||
|
(Millions)
|
||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenues
|
$
|
4,116
|
|
|
+1,177
|
|
|
+40
|
%
|
|
$
|
2,939
|
|
|
+210
|
|
|
+8
|
%
|
|
$
|
2,729
|
|
Product sales
|
3,521
|
|
|
-400
|
|
|
-10
|
%
|
|
3,921
|
|
|
-836
|
|
|
-18
|
%
|
|
4,757
|
|
|||
Total revenues
|
7,637
|
|
|
|
|
|
|
6,860
|
|
|
|
|
|
|
7,486
|
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product costs
|
3,016
|
|
|
+11
|
|
|
—
|
%
|
|
3,027
|
|
|
+469
|
|
|
+13
|
%
|
|
3,496
|
|
|||
Operating and maintenance expenses
|
1,492
|
|
|
-395
|
|
|
-36
|
%
|
|
1,097
|
|
|
-70
|
|
|
-7
|
%
|
|
1,027
|
|
|||
Depreciation and amortization expenses
|
1,176
|
|
|
-361
|
|
|
-44
|
%
|
|
815
|
|
|
-59
|
|
|
-8
|
%
|
|
756
|
|
|||
Selling, general, and administrative expenses
|
661
|
|
|
-149
|
|
|
-29
|
%
|
|
512
|
|
|
+59
|
|
|
+10
|
%
|
|
571
|
|
|||
Net insurance recoveries – Geismar Incident
|
(232
|
)
|
|
+192
|
|
|
NM
|
|
|
(40
|
)
|
|
+40
|
|
|
NM
|
|
|
—
|
|
|||
Other (income) expense – net
|
(45
|
)
|
|
+119
|
|
|
NM
|
|
|
74
|
|
|
-50
|
|
|
NM
|
|
|
24
|
|
|||
Total costs and expenses
|
6,068
|
|
|
|
|
|
|
5,485
|
|
|
|
|
|
|
5,874
|
|
|||||||
Operating income (loss)
|
1,569
|
|
|
|
|
|
|
1,375
|
|
|
|
|
|
|
1,612
|
|
|||||||
Equity earnings (losses)
|
144
|
|
|
+10
|
|
|
+7
|
%
|
|
134
|
|
|
+23
|
|
|
+21
|
%
|
|
111
|
|
|||
Gain on remeasurement of equity-method investment
|
2,544
|
|
|
+2,544
|
|
|
NM
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Other investing income (loss) – net
|
43
|
|
|
-38
|
|
|
-47
|
%
|
|
81
|
|
|
+4
|
|
|
+5
|
%
|
|
77
|
|
|||
Interest expense
|
(747
|
)
|
|
-237
|
|
|
-46
|
%
|
|
(510
|
)
|
|
-1
|
|
|
—
|
%
|
|
(509
|
)
|
|||
Other income (expense) – net
|
31
|
|
|
+31
|
|
|
NM
|
|
|
—
|
|
|
+2
|
|
|
+100
|
%
|
|
(2
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
3,584
|
|
|
|
|
|
|
1,080
|
|
|
|
|
|
|
1,289
|
|
|||||||
Provision (benefit) for income taxes
|
1,249
|
|
|
-848
|
|
|
NM
|
|
|
401
|
|
|
-41
|
|
|
-11
|
%
|
|
360
|
|
|||
Income (loss) from continuing operations
|
2,335
|
|
|
|
|
|
|
679
|
|
|
|
|
|
|
929
|
|
|||||||
Income (loss) from discontinued operations
|
4
|
|
|
+15
|
|
|
NM
|
|
|
(11
|
)
|
|
-147
|
|
|
NM
|
|
|
136
|
|
|||
Net income (loss)
|
2,339
|
|
|
|
|
|
|
668
|
|
|
|
|
|
|
1,065
|
|
|||||||
Less: Net income attributable to noncontrolling interests
|
225
|
|
|
+13
|
|
|
+5
|
%
|
|
238
|
|
|
-32
|
|
|
-16
|
%
|
|
206
|
|
|||
Net income (loss) attributable to The Williams Companies, Inc.
|
$
|
2,114
|
|
|
|
|
|
|
$
|
430
|
|
|
|
|
|
|
$
|
859
|
|
*
|
+ = 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.
|
•
|
$154 million of cash proceeds received in 2014 related to a contingency settlement gain;
|
•
|
The absence of a $25 million accrued loss recognized in 2013 associated with a producer claim against us;
|
•
|
The absence of a $20 million write-off in 2013 for certain pipeline assets;
|
•
|
The absence of $12 million of expense recognized in 2013 and $3 million of expense reversal in 2014, related to the portion of the Eminence abandonment regulatory asset that will not be recovered in rates;
|
•
|
A $12 million net gain recognized in 2014 related to the settlement of a partial acreage dedication release;
|
•
|
$52 million of impairment charges recognized in 2014 related to certain materials and equipment;
|
•
|
The absence of $16 million of income from insurance recoveries in 2013 related to the abandonment of certain Eminence storage assets;
|
•
|
$10 million loss on the sale of certain assets in 2014;
|
•
|
$9 million of expenses in excess of the insurable limit associated with the Geismar Incident;
|
•
|
A $9 million increase in expenses associated with a regulatory liability for certain employee costs;
|
•
|
The absence of a $9 million involuntary conversion gain recognized in 2013 related to a 2012 furnace fire for our Geismar olefins plant.
|
•
|
$95 million favorable for our investment in WPZ primarily due to the impact of increased income allocated to the WPZ general partner associated with IDRs;
|
•
|
$9 million favorable for our investment in Bluegrass Pipeline that includes our partner’s 50 percent share of project development costs expensed by Bluegrass Pipeline during the portion of the first quarter of 2014 that Bluegrass Pipeline was consolidated;
|
•
|
$71 million unfavorable for our investment in ACMP due to the consolidation of ACMP in third quarter 2014;
|
•
|
$13 million unfavorable for our investment in Cardinal resulting from the consolidation of ACMP in third quarter 2014.
|
•
|
$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.
|
•
|
$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,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions)
|
||||||||||
Segment revenues
|
$
|
6,628
|
|
|
$
|
6,835
|
|
|
$
|
7,471
|
|
Segment costs and expenses
|
(5,017
|
)
|
|
(5,262
|
)
|
|
(5,675
|
)
|
|||
Equity earnings (losses)
|
132
|
|
|
104
|
|
|
111
|
|
|||
Segment profit
|
$
|
1,743
|
|
|
$
|
1,677
|
|
|
$
|
1,907
|
|
•
|
A $251 million decrease in olefin sales primarily associated with a $295 million decrease due to lower volumes related to the lack of production in 2014 as a result of the Geismar Incident, partially offset by a $42 million increase in revenues from our RGP Splitter associated with a $32 million increase in volumes due to a third-party storage facility resuming operations during 2014, and a $10 million increase due to higher per-unit sales prices (substantially offset in
Product costs
).
|
•
|
A $132 million decrease in revenues from our equity NGLs primarily reflecting a decrease of $161 million due to lower non-ethane volumes, partially offset by a $29 million increase associated with higher average ethane per-unit sales prices. Equity non-ethane sales volumes are 22% percent lower primarily due to a customer contract that expired in September 2013.
|
•
|
A $26 million decrease in marketing revenues primarily associated with lower crude oil volumes and prices, and lower non-ethane prices, partially offset by increased non-ethane volumes.
|
•
|
A $193 million increase in service revenues primarily due to $88 million higher fee-based revenues resulting from higher gathering volumes driven by new well connections, the completion of various compression projects, and a net increase in gathering rates associated with customer contract modifications primarily in the Susquehanna Supply Hub of the Northeast region. Fee-based revenues also increased $22 million due to contributions from our Ohio Valley Midstream business resulting from the addition of processing, fractionation and transportation facilities placed in service in 2013 and 2014. In addition, natural gas transportation revenues increased $71 million primarily from expansion projects placed into service in 2013 for Transco and $19 million in new service fees associated with the start-up of our Gulfstar One assets.
|
•
|
A $192 million favorable change in
Net insurance recoveries – Geismar Incident
attributable to the receipt of $232 million of net insurance recoveries in 2014 compared to the receipt of $40 million in net insurance recoveries in 2013.
|
•
|
A $119 million favorable change in
Other (income) expense – net
primarily due to $154 million settlement arising from the resolution of a contingent gain related to claims associated with the purchase of a business in a prior period and the absence of a $25 million accrued loss recognized in 2013 associated with a producer claim against us. Partially offsetting these gains are $40 million of impairment charges recognized in 2014 related to certain materials and equipment and a $9 million increase in expenses associated with a regulatory liability for certain employee costs.
|
•
|
A $59 million decrease in olefin feedstock purchases primarily associated with a $99 million decrease due to lower volumes related to the lack of production in 2014 as a result of the Geismar Incident. Offsetting this decrease is a $36 million increase from our RGP Splitter facility attributable to a $30 million increase in volumes due to a third-party storage facility resuming operations during 2014 and a $6 million increase in per-unit costs (more than offset in
Product sales
).
|
•
|
An $80 million increase in operating costs primarily due to a $64 million increase in
Depreciation and amortization expenses
attributable to new assets placed in service and a $24 million increase in
Selling, general and administrative expenses
(SG&A) due to higher legal and arbitration costs, consulting expenses and employee costs.
|
•
|
A $33 million increase in marketing purchases primarily due to increased NGL volumes and lower-of-cost-or-market (LCM) inventory adjustments associated with significant declines in NGL prices during the fourth quarter of 2014.
|
•
|
A $2 million decrease in natural gas purchases associated with the production of equity NGLs reflecting $87 million associated with lower volumes, which were substantially offset by an $85 million increase associated with higher natural gas prices.
|
•
|
A $193 million increase in service revenues as previously discussed.
|
•
|
A $192 million favorable change in
Net insurance recoveries – Geismar Incident
as previously discussed.
|
•
|
A $119 million favorable change in
Other (income) expense – net
as previously discussed.
|
•
|
A $28 million increase in equity earnings led by our Caiman II investment which reflected increased earnings of $14 million. This increase is primarily due to the receipt of business interruption proceeds, higher volumes due to assets placed in service and increased ownership. Additionally, our Laurel Mountain equity earnings increased $12 million due to the absence of certain 2013 write-offs, increased gathering volumes and increased ownership.
|
•
|
A $192 million decrease in olefin margins, including $196 million lower olefin margins at our Geismar plant.
|
•
|
A $130 million decrease in NGL margins driven primarily by lower non-ethane volumes and higher natural gas prices, partially offset by higher average ethane per-unit sales prices.
|
•
|
An $80 million increase in operating costs as previously discussed.
|
•
|
A $59 million decrease in marketing margins primarily due to losses attributable to inventory write-downs during 2014 as previously discussed.
|
•
|
A $350 million decrease in revenues from our equity NGLs including $248 million due to lower volumes and a $102 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 80 percent lower driven by unfavorable ethane economics, as previously mentioned, and equity non-ethane volumes are 7 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 $314 million decrease in olefin sales due to $368 million associated with lower volumes, partially offset by $54 million associated with higher per-unit sales prices. Olefins production volumes are lower at our facilities in the Gulf Coast 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. Our Canadian operations experienced lower olefins sales volumes due to a scheduled third-quarter 2013 shutdown to conduct maintenance and to install ethane recovery equipment, as well as the impact of delays associated with resuming production during the fourth quarter of 2013. These decreased volumes were partially offset by the absence of the impact of filling the Boreal Pipeline in June 2012. Ethylene and propylene prices averaged 21 percent and 12 percent higher, respectively, partially offset by 29 percent lower butadiene prices.
|
•
|
A $224 million decrease in marketing revenues primarily due to $241 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 $200 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 $252 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 $224 million decrease in olefin feedstock purchases due to $202 million associated with lower volumes, as discussed above, and $22 million lower feedstock and fuel costs, reflecting 21 percent lower average per-unit ethylene feedstock costs, partially offset by 9 percent higher average per-unit propylene feedstock costs.
|
•
|
A $41 million decrease in costs associated with our equity NGLs reflecting a $117 million decrease due to lower natural gas volumes driven by lower ethane recoveries, partially offset by a $76 million increase related to a 41 percent increase in average natural gas prices.
|
•
|
A $75 million increase in operating costs includes $61 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 and increased maintenance at our Canadian facility related to the scheduled third-quarter 2013 shutdown previously discussed. 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 $57 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 and certain assets in Canada that were decommissioned in the third quarter of 2013 in preparation of the completion of the ethane recovery system, in addition to the depreciation related to the Boreal Pipeline which was placed into service in June 2012, 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 $44 million increase in other product costs primarily due to higher system management gas costs from our gas pipeline businesses (offset in
segment revenues
).
|
•
|
A $40 million increase associated with
Net insurance recoveries-Geismar Incident.
|
•
|
A $27 million unfavorable change in
Other (income) expense – net
primarily attributable to 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. These unfavorable changes are partially offset by $9 million in involuntary conversion gains related to a 2012 furnace fire at our Geismar olefins plant and a $5 million favorable change in net foreign currency exchange gains.
|
•
|
A $309 million decrease in NGL margins driven primarily by lower NGL volumes and prices and higher natural gas prices.
|
•
|
A $90 million decrease in olefin margins including $156 million associated with lower product volumes at our Geismar plant offset by $41 million associated with higher ethylene per-unit sales prices and $21 million lower ethylene feedstock costs.
|
•
|
A $75 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 $200 million increase in service revenues as previously discussed.
|
•
|
A $28 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.
|
•
|
A $40 million increase associated with
Net insurance recoveries-Geismar Incident,
as previously discussed
.
|
•
|
A $27 million unfavorable change in
Other (income) expense – net
as previously discussed.
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions)
|
||||||||||
Segment revenues
|
$
|
781
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Segment costs and expenses
|
613
|
|
|
—
|
|
|
—
|
|
|||
Equity earnings (losses)
|
90
|
|
|
30
|
|
|
—
|
|
|||
Gain on remeasurement of equity-method investment
|
2,544
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) from investments
|
1
|
|
|
31
|
|
|
—
|
|
|||
Segment profit
|
$
|
2,803
|
|
|
$
|
61
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions)
|
||||||||||
Segment costs and expenses
|
$
|
(37
|
)
|
|
$
|
(32
|
)
|
|
$
|
(3
|
)
|
Equity earnings (losses)
|
(78
|
)
|
|
—
|
|
|
—
|
|
|||
Segment loss
|
$
|
(115
|
)
|
|
$
|
(32
|
)
|
|
$
|
(3
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions)
|
||||||||||
Segment revenues
|
$
|
259
|
|
|
$
|
36
|
|
|
$
|
27
|
|
Segment profit (loss)
|
$
|
4
|
|
|
$
|
(5
|
)
|
|
$
|
56
|
|
•
|
The acquisition of ACMP which has bolstered our position in the Marcellus and Utica shale plays and added diversity via the Eagle Ford, Haynesville, Barnett, Mid-Continent, and Niobrara areas;
|
•
|
Expansion of WPZ’s interstate natural gas pipeline system to meet the demand of growth markets;
|
•
|
Continued investment in WPZ’s 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, which we anticipate contributing to WPZ in the future;
|
•
|
Total per-share dividends grew 36 percent to
$1.96
in 2014 compared to
$1.44
in 2013.
|
•
|
Firm demand and capacity reservation transportation revenues under long-term contracts;
|
•
|
Fee-based revenues from certain gathering and processing services.
|
•
|
Cash and cash equivalents on hand;
|
•
|
Cash generated from operations, including cash distributions from the merged partnership and our equity-method investees based on our level of ownership and incentive distribution rights;
|
•
|
Cash proceeds from issuances of debt and/or equity securities;
|
•
|
Use of our credit facility.
|
•
|
Maintenance and expansion capital expenditures;
|
•
|
Contributions to our equity-method investees to fund their expansion capital expenditures;
|
•
|
Interest on our long-term debt;
|
•
|
Quarterly dividends to our shareholders.
|
|
|
December 31, 2014
|
||||||||||||||
Available Liquidity
|
|
WPZ
|
|
ACMP
|
|
WMB
|
|
Total
|
||||||||
|
|
(Millions)
|
||||||||||||||
Cash and cash equivalents
|
|
$
|
129
|
|
|
$
|
42
|
|
|
$
|
69
|
|
|
$
|
240
|
|
Capacity available under our $1.5 billion credit facility (1)
|
|
|
|
|
|
1,130
|
|
|
1,130
|
|
||||||
Capacity available to Pre-merger WPZ under its $2.5 billion credit facility less amounts outstanding under its $2 billion commercial paper program (2)(4)
|
|
1,702
|
|
|
|
|
|
|
1,702
|
|
||||||
Capacity available to ACMP under its $1.75 billion credit facility (3)(4)
|
|
|
|
1,108
|
|
|
|
|
1,108
|
|
||||||
|
|
$
|
1,831
|
|
|
$
|
1,150
|
|
|
$
|
1,199
|
|
|
$
|
4,180
|
|
(1)
|
The highest amount outstanding during 2014 was $370 million. See
Note 14 – Debt, Banking Arrangements, and Leases
of Notes to Consolidated Financial Statements for discussion of the Second Amended and Restated Credit Agreement we entered into on February 2, 2015 extending the maturity date to February 2, 2020. We are in compliance with the financial covenants as measured at December 31, 2014. At February 24, 2015, we have no borrowings outstanding under our credit facility.
|
(2)
|
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. During 2014, Pre-merger WPZ borrowed under the commercial paper program and the highest amount outstanding during the year was $1 billion.
|
(3)
|
The highest amount outstanding during the six months ended December 31, 2014 was $728 million.
|
(4)
|
On February 2, 2015, in conjunction with the Merger, these credit facilities were terminated and replaced with a $3.5 billion credit facility with a maturity date of February 2, 2020, with an option to extend the maturity date up to February 2, 2022, subject to certain circumstances. The merged partnership also amended and restated the commercial paper program to allow a maximum outstanding of $3 billion. On February 3, 2015, the merged partnership also entered into a $1.5 billion short-term credit facility with a maturity date of August 3, 2015, with
|
|
|
|
|
|
|
|
|
|
Rating Agency
|
|
Outlook
|
|
Senior
Unsecured
Debt Rating
|
|
Corporate
Credit Rating
|
WMB:
|
Standard & Poor’s
|
|
Stable
|
|
BB+
|
|
BBB
|
|
Moody’s Investors Service
|
|
Stable
|
|
Baa3
|
|
N/A
|
|
Fitch Ratings
|
|
Negative
|
|
BBB-
|
|
N/A
|
|
|
|
|
|
|
|
|
WPZ:
|
Standard & Poor’s
|
|
Stable
|
|
BBB
|
|
BBB
|
|
Moody’s Investors Service
|
|
Stable
|
|
Baa2
|
|
N/A
|
|
Fitch Ratings
|
|
Negative
|
|
BBB
|
|
N/A
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions)
|
||||||||||
Net cash provided (used) by:
|
|
|
|
|
|
||||||
Operating activities
|
$
|
2,115
|
|
|
$
|
2,217
|
|
|
$
|
1,835
|
|
Financing activities
|
7,601
|
|
|
1,677
|
|
|
5,036
|
|
|||
Investing activities
|
(10,157
|
)
|
|
(4,052
|
)
|
|
(6,921
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
(441
|
)
|
|
$
|
(158
|
)
|
|
$
|
(50
|
)
|
•
|
$1.895 billion net received from our debt offerings;
|
•
|
$2.74 billion net proceeds received from Pre-merger WPZ’s debt offerings:
|
•
|
$1.040 billion received from our credit facility borrowings and $1.646 billion received for the six months ended December 31, 2014, on ACMP’s credit facility borrowings;
|
•
|
$670 million paid on our credit facility borrowings and $1.156 billion paid for the six months ended December 31, 2014, on ACMP’s credit facility borrowings;
|
•
|
$572 million net proceeds received from Pre-merger WPZ’s commercial paper issuances;
|
•
|
$3.416 billion received from our equity offerings;
|
•
|
$1.412 billion paid for quarterly dividends on common stock;
|
•
|
$840 million paid for dividends and distributions to noncontrolling interests;
|
•
|
$340 million received in contributions from noncontrolling interests.
|
•
|
$224 million net proceeds received from Pre-merger WPZ’s commercial paper issuances;
|
•
|
$1.705 billion received from Pre-merger WPZ’s credit facility borrowings;
|
•
|
$994 million net proceeds received from Pre-merger 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 Pre-merger WPZ’s credit facility borrowings;
|
•
|
$1.819 billion received from Pre-merger WPZ’s equity offerings;
|
•
|
$982 million paid for quarterly dividends on common stock;
|
•
|
$489 million paid for dividends and distributions to noncontrolling interests;
|
•
|
$467 million received in contributions from noncontrolling interests.
|
•
|
$2.55 billion net proceeds received from our 2012 equity offerings;
|
•
|
$1.559 billion received from Pre-merger 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 Pre-merger 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 Pre-merger WPZ’s credit facility borrowings;
|
•
|
$1.115 billion of Pre-merger 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;
|
•
|
We paid $387 million of dividends and distributions to noncontrolling interests.
|
•
|
Capital expenditures totaled $4.031 billion;
|
•
|
Purchases of and contributions to our equity-method investments of $482 million;
|
•
|
$5.958 billion paid, net of cash acquired, for the ACMP Acquisition.
|
•
|
Capital expenditures totaled $3.572 billion;
|
•
|
Purchases of and contributions to our equity-method investments of $455 million.
|
•
|
Capital expenditures totaled $2.529 billion;
|
•
|
Purchases of and contributions to our equity-method investments of $2.651 billion, including $2.19 billion paid in December 2012 for our investment in ACMP;
|
•
|
$1.72 billion paid, net of purchase price adjustments, for Pre-merge WPZ’s Caiman Acquisition in April 2012;
|
•
|
$
325 million paid, net of cash acquired in the transaction, for Pre-merger 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).
|
|
2015
|
|
2016 - 2017
|
|
2018 - 2019
|
|
Thereafter
|
|
Total
|
||||||||||
|
|
|
|
|
(Millions)
|
|
|
|
|
||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
$
|
—
|
|
|
$
|
1,160
|
|
|
$
|
1,542
|
|
|
$
|
17,998
|
|
|
$
|
20,700
|
|
Interest
|
1,041
|
|
|
2,000
|
|
|
1,847
|
|
|
7,805
|
|
|
12,693
|
|
|||||
Commercial paper
|
798
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
798
|
|
|||||
Capital leases
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Operating leases
|
89
|
|
|
126
|
|
|
75
|
|
|
129
|
|
|
419
|
|
|||||
Purchase obligations (1)
|
1,399
|
|
|
400
|
|
|
331
|
|
|
547
|
|
|
2,677
|
|
|||||
Other obligations (2)(3)
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Total
|
$
|
3,333
|
|
|
$
|
3,688
|
|
|
$
|
3,795
|
|
|
$
|
26,479
|
|
|
$
|
37,295
|
|
(1)
|
Includes approximately $616 million in open property, plant, and equipment purchase orders. Includes an estimated $389 million long-term ethane purchase obligation with index-based pricing terms that is reflected in this table at
December 31, 2014
prices. This obligation is part of an overall exchange agreement whereby volumes we transport on OPPL are sold at a third-party fractionator near Conway, Kansas, and we are subsequently obligated to purchase ethane volumes at Mont Belvieu. The purchased ethane volumes may be utilized or resold at comparable prices in the Mont Belvieu market. Includes an estimated $600 million long-term NGL purchase obligation with index-based pricing terms that primarily supplies a third party at its plant and is valued in this table at a price calculated using
December 31, 2014
prices. Any excess purchased volumes may be sold at comparable market prices. In addition, we have not included certain natural gas life-of-lease contracts for which the future volumes are indeterminable. We have not included commitments, beyond purchase orders, for the acquisition or construction of property, plant, and equipment or expected contributions to our jointly owned investments (See Company Outlook — Expansion Projects).
|
(2)
|
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 $69 million in
2014
and $100 million in
2013
. In
2015
, we expect to contribute approximately $69 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
2014
, we contributed $60 million to our tax-qualified pension plans. In addition to these contributions, a portion of the excess contributions was used to meet the minimum contribution requirements. During
2015
, 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.
|
(3)
|
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.
|
(1)
|
Includes unamortized discount and premium.
|
(2)
|
Excludes capital leases.
|
(3)
|
The weighted average interest rates for ACMP’s $640 million and our $370 million credit facility borrowings at
December 31, 2014
were 2.42 percent and 1.67 percent, respectively.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions, except per-share amounts)
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Service revenues
|
|
$
|
4,116
|
|
|
$
|
2,939
|
|
|
$
|
2,729
|
|
Product sales
|
|
3,521
|
|
|
3,921
|
|
|
4,757
|
|
|||
Total revenues
|
|
7,637
|
|
|
6,860
|
|
|
7,486
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Product costs
|
|
3,016
|
|
|
3,027
|
|
|
3,496
|
|
|||
Operating and maintenance expenses
|
|
1,492
|
|
|
1,097
|
|
|
1,027
|
|
|||
Depreciation and amortization expenses
|
|
1,176
|
|
|
815
|
|
|
756
|
|
|||
Selling, general, and administrative expenses
|
|
661
|
|
|
512
|
|
|
571
|
|
|||
Net insurance recoveries – Geismar Incident
|
|
(232
|
)
|
|
(40
|
)
|
|
—
|
|
|||
Other (income) expense – net
|
|
(45
|
)
|
|
74
|
|
|
24
|
|
|||
Total costs and expenses
|
|
6,068
|
|
|
5,485
|
|
|
5,874
|
|
|||
Operating income (loss)
|
|
1,569
|
|
|
1,375
|
|
|
1,612
|
|
|||
Equity earnings (losses)
|
|
144
|
|
|
134
|
|
|
111
|
|
|||
Gain on remeasurement of equity-method investment
|
|
2,544
|
|
|
—
|
|
|
—
|
|
|||
Other investing income (loss) – net
|
|
43
|
|
|
81
|
|
|
77
|
|
|||
Interest incurred
|
|
(888
|
)
|
|
(611
|
)
|
|
(568
|
)
|
|||
Interest capitalized
|
|
141
|
|
|
101
|
|
|
59
|
|
|||
Other income (expense) – net
|
|
31
|
|
|
—
|
|
|
(2
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
|
3,584
|
|
|
1,080
|
|
|
1,289
|
|
|||
Provision (benefit) for income taxes
|
|
1,249
|
|
|
401
|
|
|
360
|
|
|||
Income (loss) from continuing operations
|
|
2,335
|
|
|
679
|
|
|
929
|
|
|||
Income (loss) from discontinued operations
|
|
4
|
|
|
(11
|
)
|
|
136
|
|
|||
Net income (loss)
|
|
2,339
|
|
|
668
|
|
|
1,065
|
|
|||
Less: Net income attributable to noncontrolling interests
|
|
225
|
|
|
238
|
|
|
206
|
|
|||
Net income (loss) attributable to The Williams Companies, Inc.
|
|
$
|
2,114
|
|
|
$
|
430
|
|
|
$
|
859
|
|
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
2,110
|
|
|
$
|
441
|
|
|
$
|
723
|
|
Income (loss) from discontinued operations
|
|
4
|
|
|
(11
|
)
|
|
136
|
|
|||
Net income (loss)
|
|
$
|
2,114
|
|
|
$
|
430
|
|
|
$
|
859
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
2.93
|
|
|
$
|
.65
|
|
|
$
|
1.17
|
|
Income (loss) from discontinued operations
|
|
.01
|
|
|
(.02
|
)
|
|
.22
|
|
|||
Net income (loss)
|
|
$
|
2.94
|
|
|
$
|
.63
|
|
|
$
|
1.39
|
|
Weighted-average shares (thousands)
|
|
719,325
|
|
|
682,948
|
|
|
619,792
|
|
|||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
2.91
|
|
|
$
|
.64
|
|
|
$
|
1.15
|
|
Income (loss) from discontinued operations
|
|
.01
|
|
|
(.02
|
)
|
|
.22
|
|
|||
Net income (loss)
|
|
$
|
2.92
|
|
|
$
|
.62
|
|
|
$
|
1.37
|
|
Weighted-average shares (thousands)
|
|
723,641
|
|
|
687,185
|
|
|
625,486
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Millions)
|
||||||||||
Net income (loss)
|
|
$
|
2,339
|
|
|
$
|
668
|
|
|
$
|
1,065
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Cash flow hedging activities:
|
|
|
|
|
|
|
||||||
Net unrealized gain (loss) from derivative instruments, net of taxes of ($7) in 2012
|
|
—
|
|
|
1
|
|
|
22
|
|
|||
Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes of $7 in 2012
|
|
—
|
|
|
(1
|
)
|
|
(23
|
)
|
|||
Foreign currency translation adjustments, net of taxes of $18 and $24 in 2014 and 2013, respectively
|
|
(96
|
)
|
|
(41
|
)
|
|
22
|
|
|||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
||||||
Prior service credit arising during the year, net of taxes of ($9) and ($1) in 2013 and 2012, respectively (Note 9)
|
|
(1
|
)
|
|
14
|
|
|
1
|
|
|||
Amortization of prior service cost (credit) included in net periodic benefit cost, net of taxes of $3 in 2014 and $1 in 2013 and 2012
|
|
(5
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Net actuarial gain (loss) arising during the year, net of taxes of $60, ($111), and $19 in 2014, 2013, and 2012, respectively (Note 9)
|
|
(100
|
)
|
|
189
|
|
|
(30
|
)
|
|||
Amortization of actuarial (gain) loss included in net periodic benefit cost, net of taxes of ($15), ($23) and ($22) in 2014, 2013 and 2012, respectively
|
|
26
|
|
|
38
|
|
|
39
|
|
|||
Equity securities:
|
|
|
|
|
|
|
||||||
Reclassifications into earnings of (gain) loss on sale of equity securities, net of taxes of $2 in 2012
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Other comprehensive income (loss)
|
|
(176
|
)
|
|
198
|
|
|
27
|
|
|||
Comprehensive income (loss)
|
|
2,163
|
|
|
866
|
|
|
1,092
|
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
|
206
|
|
|
238
|
|
|
206
|
|
|||
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
|
$
|
1,957
|
|
|
$
|
628
|
|
|
$
|
886
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Millions, except per-share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
240
|
|
|
$
|
681
|
|
Accounts and notes receivable – net:
|
|
|
|
|
||||
Trade and other
|
|
972
|
|
|
600
|
|
||
Income tax receivable
|
|
167
|
|
|
74
|
|
||
Deferred income tax asset
|
|
67
|
|
|
27
|
|
||
Inventories
|
|
231
|
|
|
194
|
|
||
Other current assets and deferred charges
|
|
213
|
|
|
107
|
|
||
Total current assets
|
|
1,890
|
|
|
1,683
|
|
||
|
|
|
|
|
||||
Investments
|
|
8,400
|
|
|
4,360
|
|
||
Property, plant, and equipment – net
|
|
28,081
|
|
|
18,210
|
|
||
Goodwill
|
|
1,120
|
|
|
646
|
|
||
Other intangible assets – net of accumulated amortization
|
|
10,453
|
|
|
1,644
|
|
||
Regulatory assets, deferred charges, and other
|
|
619
|
|
|
599
|
|
||
Total assets
|
|
$
|
50,563
|
|
|
$
|
27,142
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
865
|
|
|
$
|
960
|
|
Accrued liabilities
|
|
900
|
|
|
797
|
|
||
Commercial paper
|
|
798
|
|
|
225
|
|
||
Long-term debt due within one year
|
|
4
|
|
|
1
|
|
||
Total current liabilities
|
|
2,567
|
|
|
1,983
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
20,888
|
|
|
11,353
|
|
||
Deferred income taxes
|
|
4,712
|
|
|
3,529
|
|
||
Other noncurrent liabilities
|
|
2,224
|
|
|
1,356
|
|
||
Contingent liabilities and commitments (Note 18)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock (960 million shares authorized at $1 par value;
782 million shares issued at December 31, 2014 and 718 million shares
issued at December 31, 2013)
|
|
782
|
|
|
718
|
|
||
Capital in excess of par value
|
|
14,925
|
|
|
11,599
|
|
||
Retained deficit
|
|
(5,548
|
)
|
|
(6,248
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(341
|
)
|
|
(164
|
)
|
||
Treasury stock, at cost (35 million shares of common stock)
|
|
(1,041
|
)
|
|
(1,041
|
)
|
||
Total stockholders’ equity
|
|
8,777
|
|
|
4,864
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
|
11,395
|
|
|
4,057
|
|
||
Total equity
|
|
20,172
|
|
|
8,921
|
|
||
Total liabilities and equity
|
|
$
|
50,563
|
|
|
$
|
27,142
|
|
|
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, 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 15)
|
—
|
|
|
—
|
|
|
(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
|
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
|
|
||||||||
Net increase (decrease) in equity
|
90
|
|
|
3,214
|
|
|
125
|
|
|
27
|
|
|
—
|
|
|
3,456
|
|
|
1,385
|
|
|
4,841
|
|
||||||||
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 15)
|
—
|
|
|
—
|
|
|
(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
|
)
|
||||||||
Net increase (decrease) in equity
|
2
|
|
|
465
|
|
|
(553
|
)
|
|
198
|
|
|
—
|
|
|
112
|
|
|
1,382
|
|
|
1,494
|
|
||||||||
Balance – December 31, 2013
|
718
|
|
|
11,599
|
|
|
(6,248
|
)
|
|
(164
|
)
|
|
(1,041
|
)
|
|
4,864
|
|
|
4,057
|
|
|
8,921
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
2,114
|
|
|
—
|
|
|
—
|
|
|
2,114
|
|
|
225
|
|
|
2,339
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(157
|
)
|
|
—
|
|
|
(157
|
)
|
|
(19
|
)
|
|
(176
|
)
|
||||||||
Issuance of common stock for acquisition of business (Note 15)
|
61
|
|
|
3,317
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,378
|
|
|
—
|
|
|
3,378
|
|
||||||||
Noncontrolling interest resulting from acquisition of business (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,502
|
|
|
7,502
|
|
||||||||
Cash dividends – common stock (Note 15)
|
—
|
|
|
—
|
|
|
(1,412
|
)
|
|
—
|
|
|
—
|
|
|
(1,412
|
)
|
|
—
|
|
|
(1,412
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(840
|
)
|
|
(840
|
)
|
||||||||
Stock-based compensation and related common stock issuances, net of tax
|
3
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
88
|
|
||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
55
|
|
||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(93
|
)
|
|
137
|
|
|
44
|
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
340
|
|
|
340
|
|
||||||||
Deconsolidation of Bluegrass Pipeline (Note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
(63
|
)
|
||||||||
Other
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
1
|
|
|
(4
|
)
|
||||||||
Net increase (decrease) in equity
|
64
|
|
|
3,326
|
|
|
700
|
|
|
(177
|
)
|
|
—
|
|
|
3,913
|
|
|
7,338
|
|
|
11,251
|
|
||||||||
Balance – December 31, 2014
|
$
|
782
|
|
|
$
|
14,925
|
|
|
$
|
(5,548
|
)
|
|
$
|
(341
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
8,777
|
|
|
$
|
11,395
|
|
|
$
|
20,172
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Millions)
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
2,339
|
|
|
$
|
668
|
|
|
$
|
1,065
|
|
Adjustments to reconcile to net cash provided (used) by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
1,176
|
|
|
815
|
|
|
756
|
|
|||
Provision (benefit) for deferred income taxes
|
|
1,264
|
|
|
424
|
|
|
206
|
|
|||
Net (gain) loss on dispositions of assets
|
|
56
|
|
|
28
|
|
|
(52
|
)
|
|||
Gain on reconsolidation of Wilpro entities (Note 4)
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
|||
Amortization of stock-based awards
|
|
53
|
|
|
37
|
|
|
36
|
|
|||
Gain on remeasurement of equity-method investment
|
|
(2,544
|
)
|
|
—
|
|
|
—
|
|
|||
Cash provided (used) by changes in current assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
|
(276
|
)
|
|
35
|
|
|
27
|
|
|||
Inventories
|
|
(36
|
)
|
|
(17
|
)
|
|
5
|
|
|||
Other current assets and deferred charges
|
|
(44
|
)
|
|
25
|
|
|
29
|
|
|||
Accounts payable
|
|
(8
|
)
|
|
(35
|
)
|
|
(110
|
)
|
|||
Accrued liabilities
|
|
(203
|
)
|
|
175
|
|
|
—
|
|
|||
Other, including changes in noncurrent assets and liabilities
|
|
338
|
|
|
62
|
|
|
17
|
|
|||
Net cash provided (used) by operating activities
|
|
2,115
|
|
|
2,217
|
|
|
1,835
|
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Proceeds from (payments of) commercial paper – net
|
|
572
|
|
|
224
|
|
|
—
|
|
|||
Proceeds from long-term debt
|
|
7,321
|
|
|
2,699
|
|
|
3,486
|
|
|||
Payments of long-term debt
|
|
(1,828
|
)
|
|
(2,081
|
)
|
|
(1,468
|
)
|
|||
Proceeds from issuance of common stock
|
|
3,416
|
|
|
18
|
|
|
2,550
|
|
|||
Proceeds from sale of limited partner units of consolidated partnership
|
|
55
|
|
|
1,819
|
|
|
1,559
|
|
|||
Dividends paid
|
|
(1,412
|
)
|
|
(982
|
)
|
|
(742
|
)
|
|||
Dividends and distributions paid to noncontrolling interests
|
|
(840
|
)
|
|
(489
|
)
|
|
(349
|
)
|
|||
Distributions paid to noncontrolling interests on sale of Wilpro assets (Note 4)
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||
Contributions from noncontrolling interests
|
|
340
|
|
|
467
|
|
|
13
|
|
|||
Payments for debt issuance costs
|
|
(40
|
)
|
|
(15
|
)
|
|
(17
|
)
|
|||
Other – net
|
|
17
|
|
|
17
|
|
|
42
|
|
|||
Net cash provided (used) by financing activities
|
|
7,601
|
|
|
1,677
|
|
|
5,036
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Capital expenditures (1)
|
|
(4,031
|
)
|
|
(3,572
|
)
|
|
(2,529
|
)
|
|||
Purchases of and contributions to equity-method investments
|
|
(482
|
)
|
|
(455
|
)
|
|
(2,651
|
)
|
|||
Purchases of businesses, net of cash acquired
|
|
(5,958
|
)
|
|
(6
|
)
|
|
(2,049
|
)
|
|||
Proceeds from dispositions of investments
|
|
—
|
|
|
—
|
|
|
79
|
|
|||
Cash of Wilpro entities upon reconsolidation (Note 4)
|
|
—
|
|
|
—
|
|
|
121
|
|
|||
Other – net
|
|
314
|
|
|
(19
|
)
|
|
108
|
|
|||
Net cash provided (used) by investing activities
|
|
(10,157
|
)
|
|
(4,052
|
)
|
|
(6,921
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
(441
|
)
|
|
(158
|
)
|
|
(50
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
681
|
|
|
839
|
|
|
889
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
240
|
|
|
$
|
681
|
|
|
$
|
839
|
|
_________
|
|
|
|
|
|
|
||||||
(1) Increases to property, plant, and equipment
|
|
$
|
(3,916
|
)
|
|
$
|
(3,653
|
)
|
|
$
|
(2,755
|
)
|
Changes in related accounts payable and accrued liabilities
|
|
(115
|
)
|
|
81
|
|
|
226
|
|
|||
Capital expenditures
|
|
$
|
(4,031
|
)
|
|
$
|
(3,572
|
)
|
|
$
|
(2,529
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Determining whether an entity is a 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.
|
•
|
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;
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Pension and postretirement valuation variables;
|
•
|
Acquisition related purchase price allocations.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Millions)
|
||||||
Current assets reported within
Other current assets and deferred charges
|
$
|
81
|
|
|
$
|
39
|
|
Noncurrent assets reported within
Regulatory assets, deferred charges, and other
|
337
|
|
|
353
|
|
||
Total regulated assets
|
$
|
418
|
|
|
$
|
392
|
|
|
|
|
|
||||
Current liabilities reported within
Accrued liabilities
|
$
|
11
|
|
|
$
|
19
|
|
Noncurrent liabilities reported within
Other noncurrent liabilities
|
375
|
|
|
329
|
|
||
Total regulated liabilities
|
$
|
386
|
|
|
$
|
348
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
Derivative Treatment
|
|
Accounting Method
|
Normal purchases and normal sales exception
|
|
Accrual accounting
|
Designated in a qualifying hedging relationship
|
|
Hedge accounting
|
All other derivatives
|
|
Mark-to-market accounting
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(Millions)
|
||||||
Revenues
|
|
$
|
8,181
|
|
|
$
|
7,906
|
|
Net income attributable to The Williams Companies, Inc.
|
|
$
|
622
|
|
|
$
|
356
|
|
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
|
318
|
|
|
1,393
|
|
||
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)
|
||||
|
|
December 31,
|
|
|
||||||
|
2014
|
|
2013 (1)
|
|
Classification
|
||||
|
(Millions)
|
|
|
||||||
Assets (liabilities):
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
113
|
|
|
$
|
130
|
|
|
Cash and cash equivalents
|
Accounts receivable
|
52
|
|
|
—
|
|
|
Accounts and notes receivable – net - Trade and other
|
||
Other current assets
|
3
|
|
|
—
|
|
|
Other current assets and deferred charges
|
||
Property, plant, and equipment – net
|
2,794
|
|
|
1,113
|
|
|
Property, plant, and equipment – net
|
||
Goodwill
|
103
|
|
|
—
|
|
|
Goodwill
|
||
Other intangible assets, net
|
1,493
|
|
|
—
|
|
|
Other intangible assets- net of accumulated amortization
|
||
Other noncurrent assets
|
14
|
|
|
—
|
|
|
Regulatory assets, deferred charges, and other
|
||
Accounts payable
|
(48
|
)
|
|
(146
|
)
|
|
Accounts payable
|
||
Accrued liabilities
|
(36
|
)
|
|
(3
|
)
|
|
Accrued liabilities
|
||
Current deferred revenue
|
(45
|
)
|
|
(10
|
)
|
|
Accrued liabilities
|
||
Noncurrent deferred income taxes
|
(13
|
)
|
|
—
|
|
|
Deferred income taxes
|
||
Asset retirement obligation
|
(94
|
)
|
|
—
|
|
|
Other noncurrent liabilities
|
||
Noncurrent deferred revenue associated with customer advance payments
|
(395
|
)
|
|
(115
|
)
|
|
Other noncurrent liabilities
|
|
(1)
|
Amounts presented for December 31, 2013, include balances related to Bluegrass Pipeline. See discussion of the subsequent deconsolidation of Bluegrass Pipeline below.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions)
|
||||||||||
Gain on remeasurement of equity-method investment (1)
|
$
|
2,544
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity earnings (losses) (1)
|
144
|
|
|
134
|
|
|
111
|
|
|||
Income (loss) from investments (1)
|
—
|
|
|
28
|
|
|
49
|
|
|||
Interest income and other
|
43
|
|
|
53
|
|
|
28
|
|
|||
Total investing income
|
$
|
2,731
|
|
|
$
|
215
|
|
|
$
|
188
|
|
(1)
|
Items also included in
Segment profit (loss)
. (See
Note 19 – Segment Disclosures
.)
|
•
|
$146 million
of equity earnings for the last six months of the year from equity-method investments acquired in the ACMP acquisition, partially offset by
$49 million
of noncash amortization of the difference between the cost of our investment and our underlying share of the net assets (See
Note 2 – Acquisitions
.);
|
•
|
Write-offs of capitalized project development costs on our discontinued investments in Bluegrass Pipeline of
$67 million
and Moss Lake of
$4 million
(See
Note 3 – Variable Interest Entities
.);
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
$23 million
of equity earnings recognized from our interest in ACMP that was accounted for under the equity-method of accounting for the first six months of the year, more than offset by
$30 million
noncash amortization of the difference between the cost of our investment and our underlying share of the net assets for the first six months of the year.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Millions)
|
||||||
Equity method:
|
|
|
|
||||
Appalachia Midstream Investments (2)
|
$
|
3,033
|
|
|
$
|
—
|
|
Delaware Basin gas gathering system — 50% (2)
|
1,478
|
|
|
—
|
|
||
UEOM — 49% (2)
|
1,411
|
|
|
—
|
|
||
Discovery Producer Services LLC (Discovery) — 60% (1)
|
602
|
|
|
527
|
|
||
Laurel Mountain — 69% (1)
|
459
|
|
|
481
|
|
||
Overland Pass Pipeline Company LLC (OPPL) — 50%
|
453
|
|
|
452
|
|
||
Caiman II — 58% (1)
|
432
|
|
|
256
|
|
||
Gulfstream — 50%
|
317
|
|
|
333
|
|
||
Access Midstream Partners — 24% in 2013
|
—
|
|
|
2,161
|
|
||
Other
|
215
|
|
|
150
|
|
||
|
$
|
8,400
|
|
|
$
|
4,360
|
|
(1)
|
We account for these investments under the equity method of accounting 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.
|
(2)
|
We acquired these investments in the ACMP Acquisition. (
Note 2 – Acquisitions
.) As discussed in
Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
, the Appalachia Midstream Investments include investments in
11
different gathering systems in the Marcellus Shale. Ownership interests range from
33.75 percent
to
67.50 percent
, resulting in an overall approximate average interest of
45
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions)
|
||||||||||
Caiman II
|
$
|
175
|
|
|
$
|
192
|
|
|
$
|
69
|
|
Discovery
|
106
|
|
|
193
|
|
|
169
|
|
|||
Appalachia Midstream Investments
|
84
|
|
|
—
|
|
|
—
|
|
|||
UEOM
|
57
|
|
|
—
|
|
|
—
|
|
|||
Delaware Basin gas gathering system
|
20
|
|
|
—
|
|
|
—
|
|
|||
Laurel Mountain
|
12
|
|
|
42
|
|
|
174
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions)
|
||||||||||
Appalachia Midstream Investments
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gulfstream
|
81
|
|
|
81
|
|
|
79
|
|
|||
Access Midstream
|
64
|
|
|
93
|
|
|
—
|
|
|||
Laurel Mountain
|
39
|
|
|
—
|
|
|
—
|
|
|||
Discovery
|
36
|
|
|
12
|
|
|
21
|
|
|||
OPPL
|
27
|
|
|
27
|
|
|
28
|
|
|||
Aux Sable Liquid Products L.P.
|
15
|
|
|
20
|
|
|
28
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Millions)
|
||||||
Assets (liabilities):
|
|
|
|
||||
Current assets
|
$
|
599
|
|
|
$
|
689
|
|
Noncurrent assets
|
9,135
|
|
|
13,621
|
|
||
Current liabilities
|
(850
|
)
|
|
(573
|
)
|
||
Noncurrent liabilities
|
(954
|
)
|
|
(4,563
|
)
|
||
Noncontrolling interest
|
—
|
|
|
(254
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions)
|
||||||||||
Williams Partners
|
|
|
|
|
|
||||||
Contingency gain settlement
|
$
|
(154
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Impairment of certain materials and equipment (See Note 17)
|
40
|
|
|
—
|
|
|
—
|
|
|||
Net gain related to partial acreage dedication release
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of regulatory assets associated with asset retirement obligations
|
33
|
|
|
30
|
|
|
7
|
|
|||
Write-off of the Eminence abandonment regulatory asset not recoverable through rates
|
(3
|
)
|
|
12
|
|
|
—
|
|
|||
Insurance recoveries associated with the Eminence abandonment
|
—
|
|
|
(16
|
)
|
|
—
|
|
|||
Project feasibility costs
|
2
|
|
|
4
|
|
|
21
|
|
|||
Capitalization of project feasibility costs previously expensed
|
(5
|
)
|
|
(1
|
)
|
|
(19
|
)
|
|||
Loss associated with a producer claim
|
—
|
|
|
25
|
|
|
—
|
|
|||
Access Midstream
|
|
|
|
|
|
||||||
Loss related to sale of certain assets
|
10
|
|
|
—
|
|
|
—
|
|
|||
Impairment of certain materials and equipment held for sale (See Note 17)
|
12
|
|
|
—
|
|
|
—
|
|
|||
Williams NGL & Petchem Services
|
|
|
|
|
|
||||||
Write-off of an abandoned project
|
—
|
|
|
20
|
|
|
—
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
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,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(9
|
)
|
|
$
|
(17
|
)
|
|
$
|
91
|
|
State
|
2
|
|
|
7
|
|
|
17
|
|
|||
Foreign
|
10
|
|
|
(13
|
)
|
|
40
|
|
|||
|
3
|
|
|
(23
|
)
|
|
148
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
1,108
|
|
|
348
|
|
|
220
|
|
|||
State
|
119
|
|
|
40
|
|
|
(13
|
)
|
|||
Foreign
|
19
|
|
|
36
|
|
|
5
|
|
|||
|
1,246
|
|
|
424
|
|
|
212
|
|
|||
Total provision (benefit)
|
$
|
1,249
|
|
|
$
|
401
|
|
|
$
|
360
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions)
|
||||||||||
Provision (benefit) at statutory rate
|
$
|
1,255
|
|
|
$
|
378
|
|
|
$
|
451
|
|
Increases (decreases) in taxes resulting from:
|
|
|
|
|
|
||||||
Impact of nontaxable noncontrolling interests
|
(75
|
)
|
|
(78
|
)
|
|
(72
|
)
|
|||
State income taxes (net of federal benefit)
|
82
|
|
|
26
|
|
|
2
|
|
|||
Foreign operations – net
|
(11
|
)
|
|
(32
|
)
|
|
(36
|
)
|
|||
Taxes on undistributed earnings of foreign subsidiaries – net
|
(37
|
)
|
|
99
|
|
|
—
|
|
|||
Other – net
|
35
|
|
|
8
|
|
|
15
|
|
|||
Provision (benefit) for income taxes
|
$
|
1,249
|
|
|
$
|
401
|
|
|
$
|
360
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Millions)
|
||||||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant, and equipment
|
$
|
4
|
|
|
$
|
102
|
|
Undistributed earnings of foreign subsidiaries
|
—
|
|
|
75
|
|
||
Investments
|
5,472
|
|
|
3,663
|
|
||
Other
|
10
|
|
|
—
|
|
||
Total deferred tax liabilities
|
5,486
|
|
|
3,840
|
|
||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities
|
178
|
|
|
126
|
|
||
Minimum tax credits
|
137
|
|
|
66
|
|
||
Foreign tax credit
|
251
|
|
|
42
|
|
||
Federal loss carryovers
|
134
|
|
|
—
|
|
||
State losses and credits
|
250
|
|
|
194
|
|
||
Other
|
97
|
|
|
91
|
|
||
Total deferred tax assets
|
1,047
|
|
|
519
|
|
||
Less valuation allowance
|
206
|
|
|
181
|
|
||
Net deferred tax assets
|
841
|
|
|
338
|
|
||
Overall net deferred tax liabilities
|
$
|
4,645
|
|
|
$
|
3,502
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2014
|
|
2013
|
||||
|
(Millions)
|
||||||
Balance at beginning of period
|
$
|
66
|
|
|
$
|
58
|
|
Additions based on tax positions related to the current year
|
11
|
|
|
4
|
|
||
Additions for tax positions of prior years
|
12
|
|
|
18
|
|
||
Reductions for tax positions of prior years
|
—
|
|
|
(2
|
)
|
||
Settlement with taxing authorities
|
—
|
|
|
(12
|
)
|
||
Balance at end of period
|
$
|
89
|
|
|
$
|
66
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(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
|
$
|
2,110
|
|
|
$
|
441
|
|
|
$
|
723
|
|
Basic weighted-average shares
|
719,325
|
|
|
682,948
|
|
|
619,792
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Nonvested restricted stock units
|
2,234
|
|
|
1,995
|
|
|
2,694
|
|
|||
Stock options
|
2,064
|
|
|
2,149
|
|
|
2,608
|
|
|||
Convertible debentures
|
18
|
|
|
93
|
|
|
392
|
|
|||
Diluted weighted-average shares
|
723,641
|
|
|
687,185
|
|
|
625,486
|
|
|||
Earnings (loss) per common share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.93
|
|
|
$
|
.65
|
|
|
$
|
1.17
|
|
Diluted
|
$
|
2.91
|
|
|
$
|
.64
|
|
|
$
|
1.15
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(Millions)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
1,384
|
|
|
$
|
1,549
|
|
|
$
|
213
|
|
|
$
|
331
|
|
Service cost
|
40
|
|
|
44
|
|
|
2
|
|
|
2
|
|
||||
Interest cost
|
62
|
|
|
51
|
|
|
10
|
|
|
11
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
6
|
|
||||
Benefits paid
|
(86
|
)
|
|
(87
|
)
|
|
(14
|
)
|
|
(19
|
)
|
||||
Medicare Part D subsidy
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Plan amendment
|
—
|
|
|
—
|
|
|
1
|
|
|
(59
|
)
|
||||
Actuarial loss (gain)
|
144
|
|
|
(173
|
)
|
|
21
|
|
|
(63
|
)
|
||||
Settlements
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Curtailments
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Other
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation at end of year
|
1,544
|
|
|
1,384
|
|
|
233
|
|
|
213
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
1,241
|
|
|
1,071
|
|
|
201
|
|
|
175
|
|
||||
Actual return on plan assets
|
78
|
|
|
165
|
|
|
13
|
|
|
31
|
|
||||
Employer contributions
|
63
|
|
|
92
|
|
|
6
|
|
|
8
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
6
|
|
||||
Benefits paid
|
(86
|
)
|
|
(87
|
)
|
|
(14
|
)
|
|
(19
|
)
|
||||
Settlements
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
1,293
|
|
|
1,241
|
|
|
208
|
|
|
201
|
|
||||
Funded status — underfunded
|
$
|
(251
|
)
|
|
$
|
(143
|
)
|
|
$
|
(25
|
)
|
|
$
|
(12
|
)
|
Accumulated benefit obligation
|
$
|
1,516
|
|
|
$
|
1,359
|
|
|
|
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Millions)
|
||||||
Underfunded pension plans:
|
|
|
|
||||
Current liabilities
|
$
|
2
|
|
|
$
|
1
|
|
Noncurrent liabilities
|
249
|
|
|
142
|
|
||
Underfunded other postretirement benefit plans:
|
|
|
|
||||
Current liabilities
|
7
|
|
|
8
|
|
||
Noncurrent liabilities
|
18
|
|
|
4
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(Millions)
|
||||||||||||||
Amounts included in
Accumulated other comprehensive income (loss)
:
|
|
|
|
|
|
|
|
||||||||
Prior service (cost) credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
26
|
|
Net actuarial loss
|
(593
|
)
|
|
(491
|
)
|
|
(28
|
)
|
|
(11
|
)
|
||||
Amounts included in regulatory liabilities associated with Transco and Northwest Pipeline:
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
N/A
|
|
|
N/A
|
|
|
$
|
30
|
|
|
$
|
42
|
|
||
Net actuarial loss
|
N/A
|
|
|
N/A
|
|
|
(4
|
)
|
|
(2
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
40
|
|
|
$
|
44
|
|
|
$
|
39
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Interest cost
|
62
|
|
|
51
|
|
|
55
|
|
|
10
|
|
|
11
|
|
|
13
|
|
||||||
Expected return on plan assets
|
(76
|
)
|
|
(61
|
)
|
|
(64
|
)
|
|
(12
|
)
|
|
(9
|
)
|
|
(9
|
)
|
||||||
Amortization of prior service cost (credit)
|
—
|
|
|
1
|
|
|
1
|
|
|
(20
|
)
|
|
(12
|
)
|
|
(7
|
)
|
||||||
Amortization of net actuarial loss
|
39
|
|
|
60
|
|
|
53
|
|
|
—
|
|
|
4
|
|
|
8
|
|
||||||
Net actuarial loss from settlements and curtailments
|
1
|
|
|
—
|
|
|
5
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Reclassification to regulatory liability
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
2
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
66
|
|
|
$
|
95
|
|
|
$
|
89
|
|
|
$
|
(17
|
)
|
|
$
|
(2
|
)
|
|
$
|
8
|
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Other changes in plan assets and benefit obligations recognized in
Other comprehensive income (loss)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain (loss)
|
$
|
(142
|
)
|
|
$
|
277
|
|
|
$
|
(51
|
)
|
|
$
|
(18
|
)
|
|
$
|
23
|
|
|
$
|
2
|
|
Prior service (cost) credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
23
|
|
|
2
|
|
||||||
Amortization of prior service cost (credit)
|
—
|
|
|
1
|
|
|
1
|
|
|
(8
|
)
|
|
(4
|
)
|
|
(3
|
)
|
||||||
Amortization of net actuarial loss and loss from settlements and curtailments
|
40
|
|
|
60
|
|
|
58
|
|
|
1
|
|
|
1
|
|
|
3
|
|
||||||
Other changes in plan assets and benefit obligations recognized in
Other comprehensive income (loss)
|
$
|
(102
|
)
|
|
$
|
338
|
|
|
$
|
8
|
|
|
$
|
(26
|
)
|
|
$
|
43
|
|
|
$
|
4
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(Millions)
|
||||||||||
Other changes in plan assets and benefit obligations recognized in
regulatory (assets) liabilities:
|
|
|
|
|
|
|
||||||
Net actuarial gain (loss)
|
|
$
|
(2
|
)
|
|
$
|
62
|
|
|
$
|
13
|
|
Prior service credit
|
|
—
|
|
|
36
|
|
|
4
|
|
|||
Amortization of prior service credit
|
|
(12
|
)
|
|
(8
|
)
|
|
(4
|
)
|
|||
Amortization of net actuarial loss
|
|
—
|
|
|
3
|
|
|
5
|
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
(Millions)
|
||||||
Amounts included in
Accumulated other comprehensive income (loss)
:
|
|
|
|
||||
Prior service credit
|
$
|
—
|
|
|
$
|
(7
|
)
|
Net actuarial loss
|
43
|
|
|
1
|
|
||
Amounts included in regulatory liabilities associated with Transco and Northwest Pipeline:
|
|
|
|
||||
Prior service credit
|
N/A
|
|
|
$
|
(10
|
)
|
|
Net actuarial loss
|
N/A
|
|
|
—
|
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Discount rate
|
3.96
|
%
|
|
4.68
|
%
|
|
4.12
|
%
|
|
4.80
|
%
|
Rate of compensation increase
|
4.62
|
|
|
4.56
|
|
|
N/A
|
|
N/A
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Discount rate
|
4.68
|
%
|
|
3.43
|
%
|
|
3.98
|
%
|
|
4.80
|
%
|
|
3.97
|
%
|
|
4.22
|
%
|
Expected long-term rate of return on plan assets
|
6.85
|
|
|
5.90
|
|
|
6.30
|
|
|
6.11
|
|
|
5.26
|
|
|
5.71
|
|
Rate of compensation increase
|
4.56
|
|
|
4.57
|
|
|
4.52
|
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
Effect on other postretirement benefit obligation
|
9
|
|
|
(7
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2014
|
||||||||||||||
|
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
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
221
|
|
|
—
|
|
|
—
|
|
|
221
|
|
||||
U.S. small cap
|
139
|
|
|
—
|
|
|
—
|
|
|
139
|
|
||||
International developed markets large cap growth
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
||||
Commingled investment funds:
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap (1)
|
—
|
|
|
189
|
|
|
—
|
|
|
189
|
|
||||
Equities — International small cap (2)
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||
Equities — Emerging markets value (3)
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
||||
Equities — Emerging markets growth (4)
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
||||
Equities — International developed markets large cap value (5)
|
—
|
|
|
101
|
|
|
—
|
|
|
101
|
|
||||
Fixed income — Corporate bonds (6)
|
—
|
|
|
163
|
|
|
—
|
|
|
163
|
|
||||
Fixed income securities (7):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||
Mortgage-backed securities
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
||||
Corporate bonds
|
—
|
|
|
222
|
|
|
—
|
|
|
222
|
|
||||
Insurance company investment contracts and other
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Total assets at fair value at December 31, 2014
|
$
|
416
|
|
|
$
|
877
|
|
|
$
|
—
|
|
|
$
|
1,293
|
|
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)
|
||||
|
|
2014
|
||||||||||||||
|
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
|
53
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||
U.S. small cap
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||
International developed markets large cap growth
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
Emerging markets growth
|
1
|
|
|
2
|
|
|
—
|
|
|
3
|
|
||||
Commingled investment funds:
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap (1)
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
||||
Equities — International small cap (2)
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Equities — Emerging markets value (3)
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
Equities — Emerging markets growth (4)
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Equities — International developed markets large cap value (5)
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Fixed income — Corporate bonds (6)
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||
Fixed income securities (8):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Government and municipal bonds
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
Mortgage-backed securities
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Corporate bonds
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||
Total assets at fair value at December 31, 2014
|
$
|
98
|
|
|
$
|
110
|
|
|
$
|
—
|
|
|
$
|
208
|
|
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
|
|
(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, 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.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
(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 from the fund as of the last day of any month. The fund reserves the right to suspend and compel withdrawals. 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.
|
(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, 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 2014 and 2013.
|
(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 2014 and 2013.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
(Millions)
|
||||||
2015
|
$
|
100
|
|
|
$
|
14
|
|
2016
|
107
|
|
|
15
|
|
||
2017
|
107
|
|
|
15
|
|
||
2018
|
110
|
|
|
16
|
|
||
2019
|
117
|
|
|
13
|
|
||
2020-2024
|
609
|
|
|
70
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Millions)
|
||||||
Natural gas liquids, olefins, and natural gas in underground storage
|
$
|
150
|
|
|
$
|
111
|
|
Materials, supplies, and other
|
81
|
|
|
83
|
|
||
|
$
|
231
|
|
|
$
|
194
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
|
|
|
|
|
|
||||
|
Estimated
Useful Life (1)
(Years)
|
|
Depreciation
Rates (1)
(%)
|
|
December 31,
|
||||||
2014
|
|
2013
|
|||||||||
|
|
|
|
|
(Millions)
|
||||||
Nonregulated:
|
|
|
|
|
|
|
|
||||
Natural gas gathering and processing facilities
|
5 - 40
|
|
|
|
$
|
18,749
|
|
|
$
|
9,185
|
|
Construction in progress
|
Not applicable
|
|
|
|
2,648
|
|
|
3,123
|
|
||
Other
|
3 - 45
|
|
|
|
1,850
|
|
|
1,316
|
|
||
Regulated:
|
|
|
|
|
|
|
|
||||
Natural gas transmission facilities
|
|
|
1.20 - 6.97
|
|
10,867
|
|
|
10,633
|
|
||
Construction in progress
|
|
|
Not applicable
|
|
985
|
|
|
273
|
|
||
Other
|
|
|
1.35 - 33.33
|
|
1,336
|
|
|
1,293
|
|
||
Total property, plant, and equipment, at cost
|
|
|
|
|
36,435
|
|
|
25,823
|
|
||
Accumulated depreciation and amortization
|
|
|
|
|
(8,354
|
)
|
|
(7,613
|
)
|
||
Property, plant, and equipment — net
|
|
|
|
|
$
|
28,081
|
|
|
$
|
18,210
|
|
(1)
|
Estimated useful life and depreciation rates are presented as of December 31,
2014
. Depreciation rates for regulated assets are prescribed by the FERC.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Millions)
|
||||||
Beginning balance
|
$
|
561
|
|
|
$
|
579
|
|
Liabilities incurred
|
101
|
|
|
8
|
|
||
Liabilities settled (1)
|
(21
|
)
|
|
(31
|
)
|
||
Accretion expense
|
44
|
|
|
53
|
|
||
Revisions (2)
|
146
|
|
|
(48
|
)
|
||
Ending balance
|
$
|
831
|
|
|
$
|
561
|
|
(1)
|
For 2014 and 2013 liabilities settled include
$7 million
and
$25 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 2014 revisions primarily reflect an increase in the estimated retirement costs for our offshore pipelines, an increase in the inflation rate and decreases in the discount rates used in the annual review process. The 2013 revision primarily reflects increases in the estimated remaining useful life of the assets. The 2013 revision also includes an increase of
$9 million
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.
|
|
Williams Partners
|
|
Access Midstream
|
|
Total
|
||||||
|
(Millions)
|
||||||||||
December 31, 2013
|
$
|
646
|
|
|
$
|
—
|
|
|
$
|
646
|
|
Acquisition
|
—
|
|
|
474
|
|
|
474
|
|
|||
December 31, 2014
|
$
|
646
|
|
|
$
|
474
|
|
|
$
|
1,120
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2014
|
|
2013
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
|
(Millions)
|
||||||||||||||
Contractual customer relationships
|
$
|
10,763
|
|
|
$
|
(310
|
)
|
|
$
|
1,749
|
|
|
$
|
(105
|
)
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Millions)
|
||||||
Interest on debt
|
$
|
268
|
|
|
$
|
167
|
|
Employee costs
|
167
|
|
|
127
|
|
||
Deferred income
|
82
|
|
|
47
|
|
||
Estimated rate refund liability
|
1
|
|
|
98
|
|
||
Asset retirement obligations
|
40
|
|
|
64
|
|
||
Other, including other loss contingencies
|
342
|
|
|
294
|
|
||
|
$
|
900
|
|
|
$
|
797
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(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
|
|
||
Pre-merger WPZ:
|
|
|
|
||||
3.8% Notes due 2015 (3)
|
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
|
|
|
600
|
|
||
4.3% Notes due 2024
|
1,000
|
|
|
—
|
|
||
3.9% Notes due 2025
|
750
|
|
|
—
|
|
||
6.3% Notes due 2040
|
1,250
|
|
|
1,250
|
|
||
5.8% Notes due 2043
|
400
|
|
|
400
|
|
||
5.4% Notes due 2044
|
500
|
|
|
—
|
|
||
4.9% Notes due 2045
|
500
|
|
|
—
|
|
||
ACMP (1):
|
|
|
|
||||
5.875% Notes due 2021
|
750
|
|
|
—
|
|
||
6.125% Notes due 2022
|
750
|
|
|
—
|
|
||
4.875% Notes due 2023
|
1,400
|
|
|
—
|
|
||
4.875% Notes due 2024
|
750
|
|
|
—
|
|
||
Credit facility loans
|
640
|
|
|
—
|
|
||
The Williams Companies, Inc. (WMB):
|
|
|
|
||||
7.875% Notes due 2021
|
371
|
|
|
371
|
|
||
3.7% Notes due 2023
|
850
|
|
|
850
|
|
||
4.55% Notes due 2024
|
1,250
|
|
|
—
|
|
||
7.5% Debentures due 2031
|
339
|
|
|
339
|
|
||
7.75% Notes due 2031
|
252
|
|
|
252
|
|
||
8.75% Notes due 2032
|
445
|
|
|
445
|
|
||
5.75% Notes due 2044
|
650
|
|
|
—
|
|
||
Various — 5.5% to 10.25% Notes and Debentures due 2019 to 2033
|
55
|
|
|
55
|
|
||
Credit facility loans
|
370
|
|
|
—
|
|
||
Capital lease obligations
|
5
|
|
|
1
|
|
||
Net unamortized debt premium (discount) (2)
|
187
|
|
|
(37
|
)
|
||
Total long-term debt, including current portion
|
20,892
|
|
|
11,354
|
|
||
Long-term debt due within one year
|
(4
|
)
|
|
(1
|
)
|
||
Long-term debt
|
$
|
20,888
|
|
|
$
|
11,353
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31, 2014
|
||
|
(Millions)
|
||
2015
|
$
|
—
|
|
2016
|
375
|
|
|
2017
|
785
|
|
|
2018
|
1,510
|
|
|
2019
|
32
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31, 2014
|
||||||
|
Available
|
|
Outstanding
|
||||
|
(Millions)
|
||||||
Pre-merger WPZ credit facility (1)(3)
|
|
|
|
||||
Loans
|
$
|
2,500
|
|
|
$
|
—
|
|
Letters of credit sub-limit
|
1,300
|
|
|
—
|
|
||
Letters of credit under certain bilateral bank agreements
|
|
|
1
|
|
|||
ACMP credit facility (2)
|
|
|
|
||||
Loans
|
1,750
|
|
|
640
|
|
||
Letters of credit sub-limit
|
200
|
|
|
2
|
|
||
Swing line advances sub-limit
|
100
|
|
|
—
|
|
||
WMB credit facility (1)
|
|
|
|
||||
Loans
|
1,500
|
|
|
370
|
|
||
Letters of credit sub-limit
|
700
|
|
|
—
|
|
||
Letters of credit under certain bilateral bank agreements
|
|
|
15
|
|
•
|
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.
|
•
|
Each time funds are borrowed under our credit facility, the borrower may choose from two methods of calculating interest: a fluctuating base rate equal to the bank’s alternate base rate plus an applicable margin or a periodic fixed rate equal to LIBOR plus an applicable margin. The borrower is required to pay a commitment fee based on the unused portion of its respective credit facility. The applicable margin and the commitment fee are determined for us by reference to a pricing schedule based on our senior unsecured long-term debt ratings.
|
•
|
Each time funds were borrowed under Pre-merger WPZ’s credit facilities, the applicable borrower could choose from two methods of calculating interest: a fluctuating base rate equal to the bank’s alternate base rate plus an applicable margin or a periodic fixed rate equal to LIBOR plus an applicable margin. The applicable borrower was required to pay a commitment fee based on the unused portion of its respective credit facility. The applicable margin and the commitment fee were determined for each borrower by reference to a pricing schedule based on such borrower’s senior unsecured long-term debt ratings.
|
•
|
Each time funds were borrowed under ACMP’s credit facility, ACMP may choose from two methods of calculating interest: (1) the greater of (a) the reference rate of Wells Fargo Bank, NA, (b) the federal funds effective rate plus
0.50 percent
or (c) the Eurodollar rate which is based on LIBOR plus
1.00 percent
, each of which is subject to a margin that varies from
0.50 percent
to
1.50 percent
, according to ACMP’s leverage ratio
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, 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, enter into certain restrictive agreements, and allow any material change in the nature of its business.
|
•
|
If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments for all borrowers and accelerate the maturity of any loans of the defaulting borrower under the credit facility agreement and exercise other rights and remedies.
|
•
|
Other than swingline loans, each time funds are borrowed, the borrower must choose whether such borrowing will be an alternate base rate borrowing or a Eurodollar borrowing. If such borrowing is an alternate base rate borrowing, interest is calculated on the basis of the greater of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus ½ of 1 percent and (c) a periodic fixed rate equal to the London Interbank Offered Rate (LIBOR) plus
1 percent
, plus, in the case of each of (a), (b) and (c), an applicable margin. If the borrowing is a Eurodollar borrowing, interest is calculated on the basis of LIBOR for the relevant period plus an applicable margin. Interest on swingline loans is calculated as the sum of the alternate base rate plus an applicable margin. The borrower is required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin and the commitment fee are determined for each borrower by reference to a pricing schedule based on such borrower’s senior unsecured long-term debt ratings.
|
•
|
The ratio of debt to EBITDA (each as defined in the credit facility) to be no greater than
5
to 1, except for the fiscal quarter and the two following fiscal quarters in which one or more acquisitions has been executed, in which case the ratio of debt to EBITDA is to be no greater than
5.5
to 1.
|
•
|
The ratio of debt to capitalization (defined as net worth plus debt) must be no greater than 65 percent for each Transco and Northwest Pipeline.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31, 2014
|
||
|
(Millions)
|
||
2015
|
$
|
83
|
|
2016
|
71
|
|
|
2017
|
55
|
|
|
2018
|
41
|
|
|
2019
|
33
|
|
|
Thereafter
|
129
|
|
|
Total
|
$
|
412
|
|
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, 2013
|
$
|
(1
|
)
|
|
$
|
128
|
|
|
$
|
(291
|
)
|
|
$
|
(164
|
)
|
Other comprehensive income (loss)
before reclassifications
|
—
|
|
|
(77
|
)
|
|
(101
|
)
|
|
(178
|
)
|
||||
Amounts reclassified from
accumulated other
comprehensive income (loss)
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
||||
Other comprehensive income (loss)
|
—
|
|
|
(77
|
)
|
|
(80
|
)
|
|
(157
|
)
|
||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
||||
Balance at December 31, 2014
|
$
|
(1
|
)
|
|
$
|
31
|
|
|
$
|
(371
|
)
|
|
$
|
(341
|
)
|
Component
|
|
Reclassifications
|
|
Classification
|
||
|
|
(Millions)
|
|
|
||
Pension and other postretirement benefits:
|
|
|
|
|
||
Amortization of prior service cost (credit) included in net periodic benefit cost
|
|
$
|
(8
|
)
|
|
Note 9 – Employee Benefit Plans
|
Amortization of actuarial (gain) loss included in net periodic benefit cost
|
|
41
|
|
|
Note 9 – Employee Benefit Plans
|
|
Total pension and other postretirement benefits, before income taxes
|
|
33
|
|
|
|
|
Income tax benefit
|
|
(12
|
)
|
|
Provision (benefit) for income taxes
|
|
Reclassifications during the period
|
|
$
|
21
|
|
|
|
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, 2013
|
6.7
|
|
|
$
|
21.82
|
|
|
|
||
Granted
|
0.8
|
|
|
$
|
41.76
|
|
|
|
||
Exercised
|
(1.7
|
)
|
|
$
|
17.93
|
|
|
|
||
Outstanding at December 31, 2014
|
5.8
|
|
|
$
|
25.86
|
|
|
$
|
110
|
|
Exercisable at December 31, 2014
|
4.0
|
|
|
$
|
21.25
|
|
|
$
|
96
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions)
|
||||||||||
Total intrinsic value of options exercised
|
$
|
48
|
|
|
$
|
23
|
|
|
$
|
69
|
|
Tax benefits realized on options exercised
|
$
|
18
|
|
|
$
|
9
|
|
|
$
|
25
|
|
Cash received from the exercise of options
|
$
|
31
|
|
|
$
|
13
|
|
|
$
|
50
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted-average grant date fair value of options for our common stock granted during the year, per share
|
$
|
7.50
|
|
|
$
|
5.94
|
|
|
$
|
5.65
|
|
Weighted-average assumptions:
|
|
|
|
|
|
||||||
Dividend yield
|
4.2
|
%
|
|
4.3
|
%
|
|
3.7
|
%
|
|||
Volatility
|
28.0
|
%
|
|
29.7
|
%
|
|
30.0
|
%
|
|||
Risk-free interest rate
|
2.2
|
%
|
|
1.4
|
%
|
|
1.3
|
%
|
|||
Expected life (years)
|
6.5
|
|
|
6.5
|
|
|
6.5
|
|
Restricted Stock Units Outstanding
|
Shares
|
|
Weighted-
Average
Fair Value (1)
|
|||
|
(Millions)
|
|
|
|||
Nonvested at December 31, 2013
|
3.5
|
|
|
$
|
27.16
|
|
Granted
|
1.4
|
|
|
$
|
42.79
|
|
Forfeited
|
(0.1
|
)
|
|
$
|
29.57
|
|
Vested
|
(1.2
|
)
|
|
$
|
24.07
|
|
Nonvested at December 31, 2014
|
3.6
|
|
|
$
|
33.90
|
|
(1)
|
Performance-based restricted stock units are valued utilizing a Monte Carlo valuation method using measures of total shareholder return. Certain of the performance based restricted stock units are subject to a holding period of up to
two years
after the vesting date. Discounts for the restrictions of liquidity were applied to the estimated fair value at the date of the awards and ranged from
5.83 percent
to
15.58 percent
. The discounts were developed using the Chaffe model and the Finnerty model. All other restricted stock units are valued at the grant-date market
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
Value of Restricted Stock Units
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted-average grant date fair value of restricted stock units granted during the year, per share
|
$
|
42.79
|
|
|
$
|
30.43
|
|
|
$
|
20.61
|
|
Total fair value of restricted stock units vested during the year ($’s in millions)
|
$
|
27
|
|
|
$
|
27
|
|
|
$
|
22
|
|
Restricted Stock Units Outstanding
|
Units
|
|
Weighted-
Average
Fair Value
|
|||
|
(Millions)
|
|
|
|||
Granted
|
1.3
|
|
|
$
|
59.67
|
|
Forfeited
|
—
|
|
|
$
|
63.89
|
|
Vested
|
—
|
|
|
$
|
63.75
|
|
Nonvested at December 31, 2014
|
1.3
|
|
|
$
|
59.35
|
|
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, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
$
|
48
|
|
|
$
|
48
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives assets not designated as hedging instruments
|
3
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes receivable and other
|
30
|
|
|
57
|
|
|
—
|
|
|
4
|
|
|
53
|
|
|||||
Long-term debt, including current portion (1)
|
(20,887
|
)
|
|
(21,131
|
)
|
|
—
|
|
|
(21,131
|
)
|
|
—
|
|
|||||
Guarantee
|
(31
|
)
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|||||
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, including current portion (1)
|
(11,353
|
)
|
|
(11,971
|
)
|
|
—
|
|
|
(11,971
|
)
|
|
—
|
|
|||||
Guarantee
|
(32
|
)
|
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Millions)
|
||||||
NGLs, natural gas, and related products and services
|
$
|
730
|
|
|
$
|
341
|
|
Transportation of natural gas and related products
|
175
|
|
|
193
|
|
||
Income tax receivable
|
167
|
|
|
74
|
|
||
Other
|
67
|
|
|
66
|
|
||
Total
|
$
|
1,139
|
|
|
$
|
674
|
|
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;
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
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:
|
|
|
|
|
|
|
||||
|
2014
|
$
|
7,229
|
|
$
|
408
|
|
$
|
7,637
|
|
|
2013
|
|
6,703
|
|
|
157
|
|
|
6,860
|
|
|
2012
|
|
7,335
|
|
|
151
|
|
|
7,486
|
|
|
|
|
|
|
|
|
|
|||
Long-lived assets:
|
|
|
|
|
|
|
||||
|
2014
|
$
|
38,290
|
|
$
|
1,364
|
|
$
|
39,654
|
|
|
2013
|
|
19,260
|
|
|
1,240
|
|
|
20,500
|
|
|
2012
|
|
16,940
|
|
|
880
|
|
|
17,820
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Williams
Partners
|
|
Access
Midstream |
|
Williams
NGL & Petchem
Services
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
$
|
2,714
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
2,729
|
|
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(12
|
)
|
|
—
|
|
||||||
Total service revenues
|
2,714
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
(12
|
)
|
|
2,729
|
|
||||||
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
4,757
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,757
|
|
||||||
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total product sales
|
4,757
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,757
|
|
||||||
Total revenues
|
$
|
7,471
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
(12
|
)
|
|
$
|
7,486
|
|
Segment profit (loss)
|
$
|
1,907
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
56
|
|
|
|
|
$
|
1,960
|
|
||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity earnings (losses)
|
111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
111
|
|
|||||||
Income (loss) from investments
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
53
|
|
|
|
|
49
|
|
|||||||
Segment operating income (loss)
|
$
|
1,800
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
3
|
|
|
|
|
1,800
|
|
|||
General corporate expenses
|
|
|
|
|
|
|
|
|
|
|
(188
|
)
|
|||||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
$
|
1,612
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other financial information:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Additions to long-lived assets
|
$
|
5,851
|
|
|
$
|
—
|
|
|
$
|
136
|
|
|
$
|
31
|
|
|
|
|
$
|
6,018
|
|
||
Depreciation and amortization
|
734
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
|
|
756
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
Equity-Method Investments
|
||||||||||||
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||
|
|
(Millions)
|
||||||||||||||
Williams Partners
|
|
$
|
26,298
|
|
|
$
|
23,571
|
|
|
$
|
2,395
|
|
|
$
|
2,187
|
|
Access Midstream
|
|
23,024
|
|
|
2,161
|
|
|
6,004
|
|
|
2,161
|
|
||||
Williams NGL & Petchem Services
|
|
612
|
|
|
486
|
|
|
—
|
|
|
12
|
|
||||
Other
|
|
1,220
|
|
|
1,359
|
|
|
1
|
|
|
—
|
|
||||
Eliminations
|
|
(591
|
)
|
|
(435
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
50,563
|
|
|
$
|
27,142
|
|
|
$
|
8,400
|
|
|
$
|
4,360
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(Millions, except per-share amounts)
|
||||||||||||||
2014
|
|
||||||||||||||
Revenues
|
$
|
1,749
|
|
|
$
|
1,678
|
|
|
$
|
2,069
|
|
|
$
|
2,141
|
|
Product costs
|
769
|
|
|
724
|
|
|
807
|
|
|
716
|
|
||||
Income (loss) from continuing operations
|
196
|
|
|
123
|
|
|
1,708
|
|
|
308
|
|
||||
Net income (loss)
|
196
|
|
|
127
|
|
|
1,708
|
|
|
308
|
|
||||
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
140
|
|
|
99
|
|
|
1,678
|
|
|
193
|
|
||||
Net income (loss)
|
140
|
|
|
103
|
|
|
1,678
|
|
|
193
|
|
||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
.20
|
|
|
.14
|
|
|
2.24
|
|
|
.26
|
|
||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
.20
|
|
|
.14
|
|
|
2.22
|
|
|
.26
|
|
||||
|
|
|
|
|
|
|
|
||||||||
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
|
)
|
•
|
$167 million in revenue associated with minimum volume commitment fees at Access Midstream;
|
•
|
$154 million gain related to a contingency settlement at Williams Partners (see
Note 6 – Other Income and Expenses
);
|
•
|
$71 million gain associated with insurance recoveries related to the Geismar Incident at Williams Partners (see
Note 6 – Other Income and Expenses
);
|
•
|
$22 million favorable adjustment to gain on remeasurement of equity-method investment at Access Midstream (see
Note 2 – Acquisitions
);
|
•
|
$12 million impairment loss on certain materials and equipment held for sale at Access Midstream (see
Note 6 – Other Income and Expenses
);
|
•
|
$17 million unfavorable inventory adjustment related to a decrease in prices at Williams Partners;
|
•
|
$23 million impairment loss on certain materials and equipment at Williams Partners (see
Note 6 – Other Income and Expenses
);
|
•
|
$38 million of ACMP acquisition, merger, and transition-related expenses primarily at Access Midstream (see
Note 6 – Other Income and Expenses
).
|
•
|
$2,522 million gain recognized as a result of remeasuring to fair value the equity-method investment that we held before we acquired a controlling interest in ACMP at Access Midstream (see
Note 2 – Acquisitions
);
|
•
|
$14 million interest income associated with a receivable related to the sale of certain former Venezuela assets (see
Note 5 – Investing Activities
);
|
•
|
$12 million net gain related to a partial acreage dedication release at Williams Partners (see
Note 6 – Other Income and Expenses
);
|
•
|
$13 million in ACMP acquisition expenses at Access Midstream, in addition to $14 million of merger and transition-related expenses (see
Note 2 – Acquisitions
and
Note 6 – Other Income and Expenses
);
|
•
|
$24 million of losses associated with acquisition-related compensation expenses that were triggered by the ACMP Acquisition at Access Midstream (see
Note 2 – Acquisitions
).
|
•
|
$50 million gain associated with insurance recoveries related to the Geismar Incident at Williams Partners (see
Note 6 – Other Income and Expenses
);
|
•
|
$14 million interest income associated with a receivable related to the sale of certain former Venezuela assets (see
Note 5 – Investing Activities
);
|
•
|
$11 million of ACMP acquisition-related expenses, including $9 million of financing expenses (see
Note 2 – Acquisitions
);
|
•
|
$17 million impairment loss on certain materials and equipment at Williams Partners (see
Note 6 – Other Income and Expenses
).
|
•
|
$125 million gain associated with insurance recoveries related to the Geismar Incident at Williams Partners (see
Note 6 – Other Income and Expenses
);
|
•
|
$13 million interest income associated with a receivable related to the sale of certain former Venezuela assets (see
Note 5 – Investing Activities
);
|
•
|
$19 million in expenses associated with the Bluegrass Pipeline project development costs at Williams NGL & Petchem Services (see
Note 6 – Other Income and Expenses
);
|
•
|
$67 million equity losses related to the write-off of previously capitalized project development costs associated with the Bluegrass Pipeline at Williams NGL & Petchem Services (see
Note 3 – Variable Interest Entities
).
|
•
|
$13 million interest income on the 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
);
|
•
|
$16 million loss associated with a producer claim against us at Williams Partners (see
Note 6 – Other Income and Expenses
);
|
•
|
$20 million write-off of an abandoned project at Williams NGL & Petchem Services (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
);
|
•
|
$9 million loss associated with a producer claim against us at Williams Partners (see
Note 6 – Other Income and Expenses
).
|
•
|
$26 million gain resulting from Access Midstream's 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 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
);
|
•
|
$12 million charge resulting from an unfavorable ruling associated with our former Alaska refinery related to the Trans-Alaska Pipeline System Quality Bank (see
Note 4 – Discontinued Operations
).
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions, except per-share amounts)
|
||||||||||
Equity in earnings of consolidated subsidiaries
|
$
|
1,799
|
|
|
$
|
1,564
|
|
|
$
|
1,895
|
|
Equity earnings (losses) from investment in Access Midstream Partners
|
(7
|
)
|
|
30
|
|
|
—
|
|
|||
Interest incurred — external
|
(206
|
)
|
|
(156
|
)
|
|
(128
|
)
|
|||
Interest incurred — affiliate
|
(797
|
)
|
|
(722
|
)
|
|
(816
|
)
|
|||
Interest income — affiliate
|
10
|
|
|
71
|
|
|
84
|
|
|||
Gain on remeasurement of equity-method investment
|
2,544
|
|
|
—
|
|
|
—
|
|
|||
Other income (expense) — net
|
(13
|
)
|
|
32
|
|
|
3
|
|
|||
Income from continuing operations before income taxes
|
3,330
|
|
|
819
|
|
|
1,038
|
|
|||
Provision for income taxes
|
1,220
|
|
|
378
|
|
|
315
|
|
|||
Income (loss) from continuing operations
|
2,110
|
|
|
441
|
|
|
723
|
|
|||
Income (loss) from discontinued operations
|
4
|
|
|
(11
|
)
|
|
136
|
|
|||
Net income (loss)
|
$
|
2,114
|
|
|
$
|
430
|
|
|
$
|
859
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
2.93
|
|
|
$
|
.65
|
|
|
$
|
1.17
|
|
Income (loss) from discontinued operations
|
.01
|
|
|
(.02
|
)
|
|
.22
|
|
|||
Net income (loss)
|
$
|
2.94
|
|
|
$
|
.63
|
|
|
$
|
1.39
|
|
Weighted-average shares (thousands)
|
719,325
|
|
|
682,948
|
|
|
619,792
|
|
|||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
2.91
|
|
|
.64
|
|
|
$
|
1.15
|
|
||
Income (loss) from discontinued operations
|
.01
|
|
|
(.02
|
)
|
|
.22
|
|
|||
Net income (loss)
|
$
|
2.92
|
|
|
$
|
.62
|
|
|
$
|
1.37
|
|
Weighted-average shares (thousands)
|
723,641
|
|
|
687,185
|
|
|
625,486
|
|
|||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Equity in other comprehensive income (loss) of consolidated subsidiaries
|
$
|
(96
|
)
|
|
$
|
(41
|
)
|
|
$
|
21
|
|
Other comprehensive income (loss) attributable to The Williams Companies, Inc.
|
(80
|
)
|
|
239
|
|
|
6
|
|
|||
Other comprehensive income (loss)
|
(176
|
)
|
|
198
|
|
|
27
|
|
|||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
(19
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
$
|
1,957
|
|
|
$
|
628
|
|
|
$
|
886
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(Millions)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
49
|
|
|
$
|
282
|
|
Other current assets and deferred charges
|
246
|
|
|
167
|
|
||
Total current assets
|
295
|
|
|
449
|
|
||
Investments in and advances to consolidated subsidiaries
|
31,405
|
|
|
19,162
|
|
||
Investment in Access Midstream Partners
|
—
|
|
|
2,161
|
|
||
Property, plant, and, equipment — net
|
99
|
|
|
68
|
|
||
Other noncurrent assets
|
46
|
|
|
34
|
|
||
Total assets
|
$
|
31,845
|
|
|
$
|
21,874
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
27
|
|
|
$
|
26
|
|
Long-term debt due within one year
|
—
|
|
|
1
|
|
||
Other current liabilities
|
174
|
|
|
147
|
|
||
Total current liabilities
|
201
|
|
|
174
|
|
||
Long-term debt
|
4,562
|
|
|
2,296
|
|
||
Notes payable — affiliates
|
13,295
|
|
|
10,830
|
|
||
Pension, other postretirement, and other noncurrent liabilities
|
409
|
|
|
282
|
|
||
Deferred income taxes
|
4,601
|
|
|
3,428
|
|
||
Contingent liabilities and commitments
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common stock
|
782
|
|
|
718
|
|
||
Other stockholders’ equity
|
7,995
|
|
|
4,146
|
|
||
Total stockholders’ equity
|
8,777
|
|
|
4,864
|
|
||
Total liabilities and stockholders’ equity
|
$
|
31,845
|
|
|
$
|
21,874
|
|
|
Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Millions)
|
||||||||||
NET CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES
|
$
|
(500
|
)
|
|
$
|
19
|
|
|
$
|
(11
|
)
|
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
2,935
|
|
|
—
|
|
|
848
|
|
|||
Payments of long-term debt
|
(671
|
)
|
|
(1
|
)
|
|
(28
|
)
|
|||
Changes in notes payable to affiliates
|
2,465
|
|
|
1,892
|
|
|
520
|
|
|||
Tax benefit of stock-based awards
|
25
|
|
|
19
|
|
|
44
|
|
|||
Proceeds from issuance of common stock
|
3,416
|
|
|
18
|
|
|
2,550
|
|
|||
Dividends paid
|
(1,412
|
)
|
|
(982
|
)
|
|
(742
|
)
|
|||
Other — net
|
(17
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|||
Net cash provided (used) by financing activities
|
6,741
|
|
|
943
|
|
|
3,185
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(54
|
)
|
|
(23
|
)
|
|
(18
|
)
|
|||
Purchase of Access Midstream Partners
|
(5,995
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of investment in Access Midstream Partners
|
—
|
|
|
(4
|
)
|
|
(2,179
|
)
|
|||
Changes in investments in and advances to consolidated subsidiaries
|
(450
|
)
|
|
(985
|
)
|
|
(953
|
)
|
|||
Other — net
|
25
|
|
|
(8
|
)
|
|
24
|
|
|||
Net cash provided (used) by investing activities
|
(6,474
|
)
|
|
(1,020
|
)
|
|
(3,126
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
(233
|
)
|
|
(58
|
)
|
|
48
|
|
|||
Cash and cash equivalents at beginning of year
|
282
|
|
|
340
|
|
|
292
|
|
|||
Cash and cash equivalents at end of year
|
$
|
49
|
|
|
$
|
282
|
|
|
$
|
340
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
Beginning
Balance
|
|
Charged
(Credited)
To Costs and
Expenses
|
|
Other
|
|
Deductions
|
|
Ending
Balance
|
||||||||||
|
(Millions)
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts — accounts and notes receivable (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred tax asset valuation allowance (1)
|
181
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
206
|
|
|||||
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
|
|
(2)
|
—
|
|
|||||
Deferred tax asset valuation allowance (1)
|
145
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
144
|
|
|
Page
|
Covered by report of independent auditors:
|
|
|
|
Not covered by report of independent auditors:
|
|
Exhibit
No. |
|
Description
|
|
|
|
2.1+
|
—
|
Agreement and Plan of Merger dated as of October 24, 2014, by and among Williams Partners L.P., Williams Partners GP LLC, Access Midstream Partners, L.P., Access Midstream Partners GP L.L.C., and VHMS LLC (filed on October 27, 2014 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
3.1
|
—
|
Amended and Restated Certificate of Incorporation, as supplemented (filed on May 26, 2010 as Exhibit 3.1 to The Williams Companies Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
3.2
|
—
|
By-Laws (filed on August 27, 2014 as Exhibit 3.1 to The Williams Companies Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.1
|
—
|
Senior Indenture dated February 25, 1997, between MAPCO Inc. and Bank One Trust Company,
N.A. (formerly The First National Bank of Chicago), as Trustee (filed February 25, 1997 as Exhibit 4.4.1 to MAPCO Inc.’s Amendment No. l to registration statement on Form S-3 (File No. 333-20837) and incorporated herein by reference). |
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.2
|
—
|
Supplemental Indenture No. 1 dated March 5, 1997, between MAPCO Inc. and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed as Exhibit 4(o) to MAPCO Inc.’s annual report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 001-05254) and incorporated herein by reference).
|
|
|
|
4.3
|
—
|
Supplemental Indenture No. 2 dated March 5, 1997, between MAPCO Inc. and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed as Exhibit 4(p) to MAPCO Inc.’s annual report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 001-05254) and incorporated herein by reference).
|
|
|
|
4.4
|
—
|
Supplemental Indenture No. 3 dated March 31, 1998, among MAPCO Inc., Williams Holdings of Delaware, Inc. and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed as Exhibit 40) to Williams Holdings of Delaware, Inc.’s annual report on Form 10 K for the fiscal year ended December 31, 1998 (File No. 000-20555) and incorporated herein by reference).
|
|
|
|
4.5
|
—
|
Supplemental Indenture No. 4 dated as of 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).
|
|
|
|
4.6
|
—
|
Fifth Supplemental Indenture between Williams and Bank One Trust Company, N.A., as Trustee, dated as of January 17, 2001 (filed on March 12, 2001 as Exhibit 4(k) to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.7
|
—
|
Seventh Supplemental Indenture dated March 19, 2002, between The Williams Companies, Inc. as Issuer and Bank One Trust Company, National Association, as Trustee (filed on May 9, 2002 as Exhibit 4.1 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.8
|
—
|
Indenture dated as of May 28, 2003, by and between The Williams Companies, Inc. and JPMorgan Chase Bank, as Trustee for the issuance of the 5.50% Junior Subordinated Convertible Debentures due 2033 (filed on August 12, 2003 as Exhibit 4.2 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.9
|
—
|
Indenture dated as of March 5, 2009, among The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed on March 11, 2009 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.10
|
—
|
Eleventh Supplemental Indenture dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.11
|
—
|
First Supplemental Indenture dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010 as Exhibit 4.2 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.12
|
—
|
Fifth Supplemental Indenture dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010 as Exhibit 4.3 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.13
|
—
|
Indenture, dated December 18, 2012 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee (filed on December 20, 2012 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.14
|
—
|
First Supplemental Indenture, dated December 18, 2012, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee (filed on December 20, 2012 as Exhibit 4.2 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.15
|
—
|
Second Supplemental Indenture, dated as of June 24, 2014, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 24, 2014 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.16
|
—
|
Indenture, dated December 13, 2006, by and among Williams Partners L.P., Williams Partners Finance Corporation and The Bank of New York (filed on December 19, 2006 as Exhibit 4.1 to Pre-merger WPZ’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.17
|
—
|
First Supplemental Indenture, dated as of February 2, 2015, among Williams Partners L.P., Williams Partners Finance Corporation and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.6 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.18
|
—
|
Indenture dated as of February 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 10, 2010 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.19
|
—
|
First Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.5 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.20
|
—
|
Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.21
|
—
|
First Supplemental Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.22
|
—
|
Second Supplemental Indenture, dated as of November 17, 2011, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed November 18, 2011 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.23
|
—
|
Third Supplemental Indenture (including Form of 3.35% Senior Notes due 2022), dated as of August 14, 2012, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 14, 2012 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.24
|
—
|
Fourth Supplemental Indenture, dated as of November 15, 2013, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N .A., as trustee (filed on November 18, 2013 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.25
|
—
|
Fifth Supplemental Indenture, dated as of March 4, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to Williams Partners L.P.’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.26
|
—
|
Sixth Supplemental Indenture, dated as of June 27, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 27, 2014 as Exhibit 4.1 to Williams Partners L.P.’s report on Form 8-K (File No. 001-32599)) and incorporated herein by reference.
|
|
|
|
4.27
|
—
|
Seventh Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.4 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.28
|
—
|
Indenture, dated as of April 19, 2011, by and among the Chesapeake Midstream Partners, L.P., CHKM Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on April 20, 2011 as Exhibit 4.1 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.29
|
—
|
First Supplemental Indenture, dated as of January 4, 2012 among Chesapeake Midstream Partners, L.P., CHKM Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 1, 2014 as Exhibit 4.1 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) quarterly report on 10-Q (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.30
|
—
|
First Supplemental Indenture, dated as of January 7, 2013, by and among the Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 19, 2013 as Exhibit 4.2 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.31
|
—
|
Third Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of April 18, 2014 (filed on May 1, 2014 as Exhibit 4.5 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) quarterly report on 10-Q (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.32
|
—
|
Fourth Supplemental Indenture dated February 2, 2015, by and among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 3, 2015, as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.33
|
—
|
Indenture, dated as of January 11, 2012, by and among the Chesapeake Midstream Partners, L.P., CHKM Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 11, 2012 as Exhibit 4.1 to Williams Partners L.P.’s (then known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.34
|
—
|
First Supplemental Indenture, dated as of January 7, 2013, by and among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 21, 2014 as Exhibit 4.5 to Williams Partners L.P.’s (then known as Access Midstream Partners L.P.) annual report on 10-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.35
|
—
|
Second Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of April 18, 2014 among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee filed on May 1, 2014 as Exhibit 4.4 to Williams Partners L.P.’s (then known as Access Midstream Partners L.P.) quarterly report on 10-Q (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.36
|
—
|
Third Supplemental Indenture among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.37
|
—
|
Indenture, dated as of December 19, 2012, by and among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on December 19, 2012 as Exhibit 4.1 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.38
|
—
|
First Supplemental Indenture, dated as of December 19, 2012, among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on December 19, 2012 as Exhibit 4.2 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.39
|
—
|
Second Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of January 7, 2013, by among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 21, 2014 as Exhibit 4.9 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) annual report on 10-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.40
|
—
|
Third Supplemental Indenture, dated as of March 7, 2014, among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 7, 2014 as Exhibit 4.2 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.41
|
—
|
Third Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of April 18, 2014, among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 1, 2014 as Exhibit 4.3 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) quarterly report on 10-Q (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.42
|
—
|
Fifth Supplemental Indenture among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.43
|
—
|
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).
|
|
|
|
4.44
|
—
|
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).
|
|
|
|
4.45
|
—
|
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).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.46
|
—
|
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).
|
|
|
|
4.47
|
—
|
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).
|
|
|
|
4.48
|
—
|
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).
|
|
|
|
4.49
|
—
|
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).
|
|
|
|
4.50
|
—
|
Indenture dated as of August 12, 2011 , between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 12, 2011 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8K (File No. 001-07584) and incorporated herein by reference).
|
|
|
|
4.51
|
—
|
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).
|
|
|
|
10.1§
|
—
|
The Williams Companies Amended and Restated Retirement Restoration Plan effective January l , 2008 (filed on February 25, 2009 as Exhibit 10.1 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.2§
|
—
|
Form of Director and Officer Indemnification Agreement (filed on September 24, 2008 as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.3§
|
—
|
Form of 2011 Restricted Stock Unit Agreement among Williams and certain 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).
|
|
|
|
10.4§
|
—
|
Form of 2012 Restricted Stock Unit Agreement among Williams and certain 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).
|
|
|
|
10.5§
|
—
|
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).
|
|
|
|
10.6§
|
—
|
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).
|
|
|
|
10.7§
|
—
|
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
|
|
|
|
10.8§
|
—
|
Form of 2013 Restricted Stock Unit Agreement among Williams and certain nonmanagement directors (filed on February 26, 2014 as Exhibit 10.11 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.9§
|
—
|
Form of 2014 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 26, 2014 as Exhibit 10.6 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.10§
|
—
|
Form of 2014 Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 26, 2014 as Exhibit 10.7 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.11§
|
—
|
Form of 2014 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 26, 2014 as Exhibit 10.8 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.12*
|
—
|
Form of 2014 Restricted Stock Unit Agreement among Williams and certain nonmanagement directors.
|
|
|
|
10.13§*
|
—
|
Form of October 2014 Leveraged Performance Unit Award Agreement among Williams and certain officers.
|
|
|
|
10.14§*
|
—
|
Form of Leveraged Performance Unit Award Agreement dated January 1, 2015 between Williams and Walter Bennett.
|
|
|
|
10.15§*
|
—
|
Form of 2015 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
10.16§*
|
—
|
Form of 2015 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
10.17§*
|
—
|
Form of 2015 Nonqualified Stock Option Agreement among Williams and certain employees and officers.
|
|
|
|
10.18§
|
—
|
The Williams Companies, Inc. I996 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).
|
|
|
|
10.19§
|
—
|
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).
|
|
|
|
10.20§
|
—
|
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).
|
|
|
|
10.21§
|
—
|
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).
|
|
|
|
10.22§
|
—
|
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 (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.23§
|
—
|
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).
|
|
|
|
10.24§
|
—
|
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).
|
|
|
|
10.25
|
—
|
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).
|
|
|
|
10.26
|
—
|
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).
|
|
|
|
10.27
|
—
|
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).
|
|
|
|
10.28
|
—
|
Second Amended and Restated Credit Agreement, dated as of May 13, 2013, by and among Access MLP Operating, L.L.C., as the borrower, Access Midstream Partners, L.P., Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and the Issuing Lender, and the other lenders party thereto (filed on May 14, 2013 as Exhibit 10.1 to Access Midstream Partners, L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.29
|
—
|
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).
|
|
|
|
10.30
|
—
|
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).
|
|
|
|
10.31
|
—
|
Letter Agreement, dated January 27, 2014, with James E. Scheel, Senior Vice President - Northeast G&P, regarding Relocation from Pennsylvania Benefits (filed on May 1, 2014 as Exhibit 10.2 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.32
|
—
|
Settlement Agreement, dated as of February 25, 2014, by and among Corvex Management LP, Keith Meister, Soroban Master Fund LP, Soroban Capital Partners LLC, Eric W. Mandelblatt, and The Williams Companies, Inc. (filed on February 25, 2014, as Exhibit 99.1 to The Williams Companies Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.33
|
—
|
The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective May 22, 2014 (filed April 11, 2014 as Appendix A to The Williams Companies, Inc.’s Definitive Proxy Statement on Schedule 14A (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.34
|
—
|
Purchase Agreement, dated as of June 14, 2014, by and among GIP II Eagle Holdings Partnership, L.P., GIP II Hawk Holdings Partnership, L.P., GIP II Eagle 2 Holding, L.P. and GIP Hawk 2 Holding, L.P., as Sellers and The Williams Companies, Inc., as Buyer (filed on June 16, 2014 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).
|
|
|
|
10.35
|
—
|
Amendment No. 1, dated as of June 27, 2014 to the First Amended & Restated Credit Agreement, by and among The Williams Companies, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent (filed on July 1, 2014 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).
|
|
|
|
10.36
|
—
|
Amendment No. 1 and Consent to First Amended & Restated Credit Agreement, dated as of December 1, 2014, 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 December 4, 2014 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).
|
|
|
|
10.37
|
—
|
Second Amended and Restated Credit Agreement dated as of February 2, 2015, between The Williams Companies, Inc., the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on February 3, 2014 as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File 001-04174) and incorporated herein by reference).
|
|
|
|
10.38
|
—
|
Second Amended and Restated Credit Agreement dated as of February 2, 2015, between Williams Partners L.P. (formerly known as Access Midstream Partners, L.P.), Northwest Pipeline LLC, Transcontinental Gas Pipeline Company, LLC, as co-borrowers, the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on February 3, 2015 as Exhibit 10.1 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.39
|
—
|
Form of Amended and Restated Commercial Paper Dealer Agreement, dated as of February 2, 2015, between Williams Partners L.P., as Issuer, and the Dealer party thereto (filed on February 3, 2015 as Exhibit 10.3 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.40
|
—
|
Credit Agreement dated as of February 3, 2015, between Williams Partners L.P., the lenders named therein, and Barclays Bank PLC as Administrative Agent (filed on February 3, 2015 as Exhibit 10.2 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.41
|
—
|
Form of Amended and Restated Commercial Paper Dealer Agreement, dated as of February 2, 2015, between Williams Partners L.P., as Issuer, and the Dealer party thereto(filed on February 3, 2015 as Exhibit 10.3 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.42
|
—
|
Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and Walter J. Bennett (filed on February 25, 2015 as Exhibit 10.15 to Williams Partners L.P.’s Annual Report on Form 10-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.43
|
—
|
Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and Robert S. Purgason (filed on December 27, 2012 as Exhibit 10.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.44
|
—
|
Amendment to Employment Agreement, effective as of October 17, 2014 between Access Midstream Partners GP, L.L.C. and Robert S. Purgason (filed on February 25, 2015 as Exhibit 10.12 to Williams Partners L.P.’s Annual Report on Form 10-K (File No. 001-34831) and incorporated herein by reference).
|
Exhibit
No. |
|
Description
|
|
|
|
|
|
|
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-l 4(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(3 l) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
—
|
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and l 5d-l 4(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32**
|
—
|
Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS*
|
—
|
XBRL Instance Document.
|
|
|
|
101.SCH*
|
—
|
XBRL Taxonomy Extension Schema.
|
|
|
|
101.CAL*
|
—
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101.DEF*
|
—
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
101.LAB*
|
—
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
101.PRE*
|
—
|
XBRL Taxonomy Extension Presentation Linkbase.
|
______________
|
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
§
|
Management contract or compensatory plan or arrangement
|
+
|
Pursuant to item 601(6)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.
|
T
HE
W
ILLIAMS
C
OMPANIES
, I
NC
.
(Registrant)
|
||
|
|
|
By:
|
|
/s/ T
ED
T. T
IMMERMANS
|
|
|
Ted T. Timmermans
Vice President, Controller and
Chief Accounting Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ A
LAN
S. A
RMSTRONG
|
|
President, Chief Executive Officer and Director
|
|
February 25, 2015
|
Alan S. Armstrong
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ D
ONALD
R. C
HAPPEL
|
|
Senior Vice President and Chief Financial Officer
|
|
February 25, 2015
|
Donald R. Chappel
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ T
ED
T. T
IMMERMANS
|
|
Vice President, Controller and Chief Accounting Officer
|
|
February 25, 2015
|
Ted T. Timmermans
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ J
OSEPH
R. C
LEVELAND
*
|
|
Director
|
|
February 25, 2015
|
Joseph R. Cleveland*
|
|
|
|
|
|
|
|
|
|
/s/ K
ATHLEEN
B. C
OOPER
*
|
|
Director
|
|
February 25, 2015
|
Kathleen B. Cooper*
|
|
|
|
|
|
|
|
|
|
/s/ J
OHN
A. H
AGG
*
|
|
Director
|
|
February 25, 2015
|
John A. Hagg*
|
|
|
|
|
/s/ J
UANITA
H. H
INSHAW
*
|
|
Director
|
|
February 25, 2015
|
Juanita H. Hinshaw*
|
|
|
|
|
|
|
|
|
|
/s/ R
ALPH
I
ZZO
*
|
|
Director
|
|
February 25, 2015
|
Ralph Izzo*
|
|
|
|
|
|
|
|
|
|
/s/ F
RANK
T. M
AC
I
NNIS
*
|
|
Chairman of the Board
|
|
February 25, 2015
|
Frank T. MacInnis*
|
|
|
|
|
|
|
|
|
|
/s/ E
RIC
W. M
ANDELBLATT
*
|
|
Director
|
|
February 25, 2015
|
Eric W. Mandelblatt*
|
|
|
|
|
|
|
|
|
|
/s/ K
EITH
A. M
EISTER
*
|
|
Director
|
|
February 25, 2015
|
Keith A. Meister*
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ S
TEVEN
W. N
ANCE
*
|
|
Director
|
|
February 25, 2015
|
Steven W. Nance*
|
|
|
|
|
|
|
|
|
|
/s/ M
URRAY
D. S
MITH
*
|
|
Director
|
|
February 25, 2015
|
Murray D. Smith*
|
|
|
|
|
|
|
|
|
|
/
S
/ J
ANICE
D. S
TONEY
*
|
|
Director
|
|
February 25, 2015
|
Janice D. Stoney*
|
|
|
|
|
|
|
|
|
|
/
S
/ L
AURA
A. S
UGG
*
|
|
Director
|
|
February 25, 2015
|
Laura A. Sugg*
|
|
|
|
|
*By:
|
|
/s/ S
ARAH
C. M
ILLER
|
|
|
|
February 25, 2015
|
|
|
Sarah C. Miller
Attorney-in-Fact
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
2.1+
|
—
|
Agreement and Plan of Merger dated as of October 24, 2014, by and among Williams Partners L.P., Williams Partners GP LLC, Access Midstream Partners, L.P., Access Midstream Partners GP L.L.C., and VHMS LLC (filed on October 27, 2014 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
3.1
|
—
|
Amended and Restated Certificate of Incorporation, as supplemented (filed on May 26, 2010 as Exhibit 3.1 to The Williams Companies Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
3.2
|
—
|
By-Laws (filed on August 27, 2014 as Exhibit 3.1 to The Williams Companies Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.1
|
—
|
Senior Indenture dated February 25, 1997, between MAPCO Inc. and Bank One Trust Company,
N.A. (formerly The First National Bank of Chicago), as Trustee (filed February 25, 1997 as Exhibit 4.4.1 to MAPCO Inc.’s Amendment No. l to registration statement on Form S-3 (File No. 333-20837) and incorporated herein by reference). |
|
|
|
4.2
|
—
|
Supplemental Indenture No. 1 dated March 5, 1997, between MAPCO Inc. and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed as Exhibit 4(o) to MAPCO Inc.’s annual report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 001-05254) and incorporated herein by reference).
|
|
|
|
4.3
|
—
|
Supplemental Indenture No. 2 dated March 5, 1997, between MAPCO Inc. and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed as Exhibit 4(p) to MAPCO Inc.’s annual report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 001-05254) and incorporated herein by reference).
|
|
|
|
4.4
|
—
|
Supplemental Indenture No. 3 dated March 31, 1998, among MAPCO Inc., Williams Holdings of Delaware, Inc. and Bank One Trust Company, N.A. (formerly The First National Bank of Chicago), as Trustee (filed as Exhibit 40) to Williams Holdings of Delaware, Inc.’s annual report on Form 10 K for the fiscal year ended December 31, 1998 (File No. 000-20555) and incorporated herein by reference).
|
|
|
|
4.5
|
—
|
Supplemental Indenture No. 4 dated as of 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).
|
|
|
|
4.6
|
—
|
Fifth Supplemental Indenture between Williams and Bank One Trust Company, N.A., as Trustee, dated as of January 17, 2001 (filed on March 12, 2001 as Exhibit 4(k) to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.7
|
—
|
Seventh Supplemental Indenture dated March 19, 2002, between The Williams Companies, Inc. as Issuer and Bank One Trust Company, National Association, as Trustee (filed on May 9, 2002 as Exhibit 4.1 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.8
|
—
|
Indenture dated as of May 28, 2003, by and between The Williams Companies, Inc. and JPMorgan Chase Bank, as Trustee for the issuance of the 5.50% Junior Subordinated Convertible Debentures due 2033 (filed on August 12, 2003 as Exhibit 4.2 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.9
|
—
|
Indenture dated as of March 5, 2009, among The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (filed on March 11, 2009 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.10
|
—
|
Eleventh Supplemental Indenture dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.11
|
—
|
First Supplemental Indenture dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010 as Exhibit 4.2 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.12
|
—
|
Fifth Supplemental Indenture dated as of February 1, 2010 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010 as Exhibit 4.3 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.13
|
—
|
Indenture, dated December 18, 2012 between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee (filed on December 20, 2012 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.14
|
—
|
First Supplemental Indenture, dated December 18, 2012, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee (filed on December 20, 2012 as Exhibit 4.2 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.15
|
—
|
Second Supplemental Indenture, dated as of June 24, 2014, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 24, 2014 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.16
|
—
|
Indenture, dated December 13, 2006, by and among Williams Partners L.P., Williams Partners Finance Corporation and The Bank of New York (filed on December 19, 2006 as Exhibit 4.1 to Pre-merger WPZ’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.17
|
—
|
First Supplemental Indenture, dated as of February 2, 2015, among Williams Partners L.P., Williams Partners Finance Corporation and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.6 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.18
|
—
|
Indenture dated as of February 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 10, 2010 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
4.19
|
—
|
First Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.5 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.20
|
—
|
Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.21
|
—
|
First Supplemental Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.22
|
—
|
Second Supplemental Indenture, dated as of November 17, 2011, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed November 18, 2011 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.23
|
—
|
Third Supplemental Indenture (including Form of 3.35% Senior Notes due 2022), dated as of August 14, 2012, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 14, 2012 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.24
|
—
|
Fourth Supplemental Indenture, dated as of November 15, 2013, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N .A., as trustee (filed on November 18, 2013 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.25
|
—
|
Fifth Supplemental Indenture, dated as of March 4, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to Williams Partners L.P.’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
|
|
|
|
4.26
|
—
|
Sixth Supplemental Indenture, dated as of June 27, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 27, 2014 as Exhibit 4.1 to Williams Partners L.P.’s report on Form 8-K (File No. 001-32599)) and incorporated herein by reference.
|
|
|
|
4.27
|
—
|
Seventh Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.4 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.28
|
—
|
Indenture, dated as of April 19, 2011, by and among the Chesapeake Midstream Partners, L.P., CHKM Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on April 20, 2011 as Exhibit 4.1 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.29
|
—
|
First Supplemental Indenture, dated as of January 4, 2012 among Chesapeake Midstream Partners, L.P., CHKM Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 1, 2014 as Exhibit 4.1 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) quarterly report on 10-Q (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.30
|
—
|
First Supplemental Indenture, dated as of January 7, 2013, by and among the Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 19, 2013 as Exhibit 4.2 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.31
|
—
|
Third Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of April 18, 2014 (filed on May 1, 2014 as Exhibit 4.5 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) quarterly report on 10-Q (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.32
|
—
|
Fourth Supplemental Indenture dated February 2, 2015, by and among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 3, 2015, as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.33
|
—
|
Indenture, dated as of January 11, 2012, by and among the Chesapeake Midstream Partners, L.P., CHKM Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 11, 2012 as Exhibit 4.1 to Williams Partners L.P.’s (then known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.34
|
—
|
First Supplemental Indenture, dated as of January 7, 2013, by and among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 21, 2014 as Exhibit 4.5 to Williams Partners L.P.’s (then known as Access Midstream Partners L.P.) annual report on 10-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.35
|
—
|
Second Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of April 18, 2014 among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee filed on May 1, 2014 as Exhibit 4.4 to Williams Partners L.P.’s (then known as Access Midstream Partners L.P.) quarterly report on 10-Q (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.36
|
—
|
Third Supplemental Indenture among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.37
|
—
|
Indenture, dated as of December 19, 2012, by and among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on December 19, 2012 as Exhibit 4.1 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.38
|
—
|
First Supplemental Indenture, dated as of December 19, 2012, among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on December 19, 2012 as Exhibit 4.2 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.39
|
—
|
Second Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of January 7, 2013, by among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 21, 2014 as Exhibit 4.9 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) annual report on 10-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.40
|
—
|
Third Supplemental Indenture, dated as of March 7, 2014, among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 7, 2014 as Exhibit 4.2 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) current report on 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.41
|
—
|
Third Supplemental Indenture and Amendment - Subsidiary Guarantee, dated as of April 18, 2014, among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 1, 2014 as Exhibit 4.3 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) quarterly report on 10-Q (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.42
|
—
|
Fifth Supplemental Indenture among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
4.43
|
—
|
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).
|
|
|
|
4.44
|
—
|
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).
|
|
|
|
4.45
|
—
|
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).
|
|
|
|
4.46
|
—
|
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).
|
|
|
|
4.47
|
—
|
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).
|
|
|
|
4.48
|
—
|
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).
|
|
|
|
4.49
|
—
|
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).
|
|
|
|
4.50
|
—
|
Indenture dated as of August 12, 2011 , between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 12, 2011 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8K (File No. 001-07584) and incorporated herein by reference).
|
|
|
|
4.51
|
—
|
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).
|
|
|
|
10.1§
|
—
|
The Williams Companies Amended and Restated Retirement Restoration Plan effective January l , 2008 (filed on February 25, 2009 as Exhibit 10.1 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.2§
|
—
|
Form of Director and Officer Indemnification Agreement (filed on September 24, 2008 as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.3§
|
—
|
Form of 2011 Restricted Stock Unit Agreement among Williams and certain 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).
|
Exhibit
No. |
|
Description
|
|
|
|
|
|
|
10.4§
|
—
|
Form of 2012 Restricted Stock Unit Agreement among Williams and certain 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).
|
|
|
|
10.5§
|
—
|
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).
|
|
|
|
10.6§
|
—
|
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).
|
|
|
|
10.7§
|
—
|
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).
|
|
|
|
10.8§
|
—
|
Form of 2013 Restricted Stock Unit Agreement among Williams and certain nonmanagement directors (filed on February 26, 2014 as Exhibit 10.11 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.9§
|
—
|
Form of 2014 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 26, 2014 as Exhibit 10.6 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.10§
|
—
|
Form of 2014 Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 26, 2014 as Exhibit 10.7 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.11§
|
—
|
Form of 2014 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 26, 2014 as Exhibit 10.8 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.12*
|
—
|
Form of 2014 Restricted Stock Unit Agreement among Williams and certain nonmanagement directors.
|
|
|
|
10.13§*
|
—
|
Form of October 2014 Leveraged Performance Unit Award Agreement among Williams and certain officers.
|
|
|
|
10.14§*
|
—
|
Form of Leveraged Performance Unit Award Agreement dated January 1, 2015 between Williams and Walter Bennett.
|
|
|
|
10.15§*
|
—
|
Form of 2015 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
10.16§*
|
—
|
Form of 2015 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
|
|
|
10.17§*
|
—
|
Form of 2015 Nonqualified Stock Option Agreement among Williams and certain employees and officers.
|
|
|
|
10.18§
|
—
|
The Williams Companies, Inc. I996 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
|
|
|
|
10.19§
|
—
|
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).
|
|
|
|
10.20§
|
—
|
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).
|
|
|
|
10.21§
|
—
|
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).
|
|
|
|
10.22§
|
—
|
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 (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.23§
|
—
|
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).
|
|
|
|
10.24§
|
—
|
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).
|
|
|
|
10.25
|
—
|
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).
|
|
|
|
10.26
|
—
|
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).
|
|
|
|
10.27
|
—
|
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).
|
|
|
|
10.28
|
—
|
Second Amended and Restated Credit Agreement, dated as of May 13, 2013, by and among Access MLP Operating, L.L.C., as the borrower, Access Midstream Partners, L.P., Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and the Issuing Lender, and the other lenders party thereto (filed on May 14, 2013 as Exhibit 10.1 to Access Midstream Partners, L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.29
|
—
|
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).
|
|
|
|
10.30
|
—
|
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).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.31
|
—
|
Letter Agreement, dated January 27, 2014, with James E. Scheel, Senior Vice President - Northeast G&P, regarding Relocation from Pennsylvania Benefits (filed on May 1, 2014 as Exhibit 10.2 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.32
|
—
|
Settlement Agreement, dated as of February 25, 2014, by and among Corvex Management LP, Keith Meister, Soroban Master Fund LP, Soroban Capital Partners LLC, Eric W. Mandelblatt, and The Williams Companies, Inc. (filed on February 25, 2014, as Exhibit 99.1 to The Williams Companies Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.33
|
—
|
The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective May 22, 2014 (filed April 11, 2014 as Appendix A to The Williams Companies, Inc.’s Definitive Proxy Statement on Schedule 14A (File No. 001-04174) and incorporated herein by reference).
|
|
|
|
10.34
|
—
|
Purchase Agreement, dated as of June 14, 2014, by and among GIP II Eagle Holdings Partnership, L.P., GIP II Hawk Holdings Partnership, L.P., GIP II Eagle 2 Holding, L.P. and GIP Hawk 2 Holding, L.P., as Sellers and The Williams Companies, Inc., as Buyer (filed on June 16, 2014 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).
|
|
|
|
10.35
|
—
|
Amendment No. 1, dated as of June 27, 2014 to the First Amended & Restated Credit Agreement, by and among The Williams Companies, Inc., the lenders named therein, and Citibank, N.A., as Administrative Agent (filed on July 1, 2014 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).
|
|
|
|
10.36
|
—
|
Amendment No. 1 and Consent to First Amended & Restated Credit Agreement, dated as of December 1, 2014, 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 December 4, 2014 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).
|
|
|
|
10.37
|
—
|
Second Amended and Restated Credit Agreement dated as of February 2, 2015, between The Williams Companies, Inc., the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on February 3, 2014 as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File 001-04174) and incorporated herein by reference).
|
|
|
|
10.38
|
—
|
Second Amended and Restated Credit Agreement dated as of February 2, 2015, between Williams Partners L.P. (formerly known as Access Midstream Partners, L.P.), Northwest Pipeline LLC, Transcontinental Gas Pipeline Company, LLC, as co-borrowers, the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on February 3, 2015 as Exhibit 10.1 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.39
|
—
|
Form of Amended and Restated Commercial Paper Dealer Agreement, dated as of February 2, 2015, between Williams Partners L.P., as Issuer, and the Dealer party thereto (filed on February 3, 2015 as Exhibit 10.3 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.40
|
—
|
Credit Agreement dated as of February 3, 2015, between Williams Partners L.P., the lenders named therein, and Barclays Bank PLC as Administrative Agent (filed on February 3, 2015 as Exhibit 10.2 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.41
|
—
|
Form of Amended and Restated Commercial Paper Dealer Agreement, dated as of February 2, 2015, between Williams Partners L.P., as Issuer, and the Dealer party thereto(filed on February 3, 2015 as Exhibit 10.3 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.42
|
—
|
Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and Walter J. Bennett (filed on February 25, 2015 as Exhibit 10.15 to Williams Partners L.P.’s Annual Report on Form 10-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.43
|
—
|
Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and Robert S. Purgason (filed on December 27, 2012 as Exhibit 10.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
|
|
|
|
10.44
|
—
|
Amendment to Employment Agreement, effective as of October 17, 2014 between Access Midstream Partners GP, L.L.C. and Robert S. Purgason (filed on February 25, 2015 as Exhibit 10.12 to Williams Partners L.P.’s Annual Report on Form 10-K (File No. 001-34831) 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-l 4(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(3 l) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
—
|
Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and l 5d-l 4(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32**
|
—
|
Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS*
|
—
|
XBRL Instance Document.
|
|
|
|
101.SCH*
|
—
|
XBRL Taxonomy Extension Schema.
|
|
|
|
101.CAL*
|
—
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
101.DEF*
|
—
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
101.LAB*
|
—
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
101.PRE*
|
—
|
XBRL Taxonomy Extension Presentation Linkbase.
|
______________
|
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
§
|
Management contract or compensatory plan or arrangement
|
+
|
Pursuant to item 601(6)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.
|
(a)
|
(i) The payment date for all Shares and Dividend Equivalents in which a Participant becomes vested on account of a Separation from Service for any reason other than death and for which a payment will be made on account of such Separation from Service and prior to the applicable Maturity Date 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 six (6) months following the date of such Separation from Service.
|
(a)
|
(i) The payment date for all Shares and Dividend Equivalents in which a Participant becomes vested on account of a Separation from Service for any reason other than death and for which a payment will be made on account of such Separation from Service and prior to the applicable Maturity Date 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 six (6) months following the date of such Separation from Service.
|
(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 of the following: (i) six (6) months following the date of such Separation from Service; and (ii) the Participant’s death.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(Millions)
|
||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes (2)
|
|
$
|
3,584
|
|
|
$
|
1,080
|
|
|
$
|
1,289
|
|
|
$
|
1,202
|
|
|
$
|
385
|
|
Less: Equity earnings
|
|
(144
|
)
|
|
(134
|
)
|
|
(111
|
)
|
|
(155
|
)
|
|
(143
|
)
|
|||||
Income from continuing operations before income taxes and equity earnings (2)
|
|
3,440
|
|
|
946
|
|
|
1,178
|
|
|
1,047
|
|
|
242
|
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest incurred (1)
|
|
888
|
|
|
611
|
|
|
568
|
|
|
598
|
|
|
628
|
|
|||||
Rental expense representative of interest factor
|
|
16
|
|
|
11
|
|
|
11
|
|
|
10
|
|
|
10
|
|
|||||
Total fixed charges
|
|
904
|
|
|
622
|
|
|
579
|
|
|
608
|
|
|
638
|
|
|||||
Distributed income of equity-method investees
|
|
409
|
|
|
245
|
|
|
161
|
|
|
191
|
|
|
174
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
|
(141
|
)
|
|
(101
|
)
|
|
(59
|
)
|
|
(25
|
)
|
|
(36
|
)
|
|||||
Total earnings as adjusted (2)
|
|
$
|
4,612
|
|
|
$
|
1,712
|
|
|
$
|
1,859
|
|
|
$
|
1,821
|
|
|
$
|
1,018
|
|
Fixed charges
|
|
$
|
904
|
|
|
$
|
622
|
|
|
$
|
579
|
|
|
$
|
608
|
|
|
$
|
638
|
|
Ratio of earnings to fixed charges
|
|
5.10
|
|
|
2.75
|
|
|
3.21
|
|
|
3.00
|
|
|
1.60
|
|
|
(1)
|
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
.
|
(2)
|
Includes a $2.544 billion non-cash gain in 2014 resulting from remeasuring our previous equity-method investment in ACMP to its preliminary acquisition-date fair value in conjunction with accounting for the ACMP Acquisition.
|
ENTITY
|
|
JURISDICTION
|
|
|
|
ACMP Finance Corp.
|
|
Delaware
|
Access Compression, L.L.C.
|
|
Oklahoma
|
Access MLP Operating, L.L.C.
|
|
Delaware
|
Access Midstream Gas Services, L.L.C.
|
|
Oklahoma
|
Access Midstream Ventures, L.L.C.
|
|
Delaware
|
Access Permian Midstream, L.L.C.
|
|
Oklahoma
|
Access West Texas Processing, L.L.C.
|
|
Oklahoma
|
Alliance Canada Marketing L.P.
|
|
Alberta
|
Alliance Canada Marketing LTD
|
|
Alberta
|
Appalachia Midstream Services, L.L.C.
|
|
Oklahoma
|
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
|
Blue Racer Midstream LLC
|
|
Delaware
|
Bluestem Gas Services, L.L.C.
|
|
Oklahoma
|
Caiman Energy II, LLC
|
|
Delaware
|
Caiman Ohio Midstream, LLC
|
|
Texas
|
Carbon County UCG, Inc.
|
|
Delaware
|
Carbonate Trend Pipeline LLC
|
|
Delaware
|
Cardinal Gas Services, L.L.C.
|
|
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
|
Jackalope Gas Gathering Services, L.L.C.
|
|
Oklahoma
|
Laurel Mountain Midstream Operating LLC
|
|
Delaware
|
Laurel Mountain Midstream, LLC
|
|
Delaware
|
LNE Pipeline Corporation
|
|
New York
|
Louisiana Midstream Gas Services, L.L.C.
|
|
Oklahoma
|
Magnolia Midstream Gas Services, L.L.C.
|
|
Oklahoma
|
Marsh Resources, LLC
|
|
Delaware
|
ENTITY
|
|
JURISDICTION
|
|
|
|
Mid-Continent Fractionation and Storage, LLC
|
|
Delaware
|
Mockingbird Midstream Gas Services, L.L.C.
|
|
Oklahoma
|
Northwest Pipeline LLC
|
|
Delaware
|
Oklahoma Midstream Gas Services, L.L.C.
|
|
Oklahoma
|
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
|
Pecan Hill Water Solutions
|
|
Delaware
|
Pine Needle LNG Company, LLC
|
|
North Carolina
|
Pine Needle Operating Company, LLC
|
|
Delaware
|
Ponder Midstream Gas Services, L.L.C.
|
|
Delaware
|
Ranch Westex JV LLC
|
|
Delaware
|
Reserveco Inc.
|
|
Delaware
|
TWC Holdings C.V.
|
|
Netherlands
|
Texas Midstream Gas Services, L.L.C.
|
|
Oklahoma
|
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
|
Utica East Ohio Midstream, L.L.C.
|
|
Delaware
|
Utica Gas Services, L.L.C.
|
|
Oklahoma
|
VHMS LLC
|
|
Delaware
|
Wamsutter LLC
|
|
Delaware
|
WFS Liquids LLC
|
|
Delaware
|
WFS - Pipeline LLC
|
|
Delaware
|
WFS Enterprises, LLC
|
|
Delaware
|
WFS Gathering Company, L.L.C.
|
|
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 Alaska Petroleum, Inc.
|
|
Alaska
|
Williams Bayou Ethane Pipeline, LLC
|
|
Delaware
|
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
|
ENTITY
|
|
JURISDICTION
|
|
|
|
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 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
|
Williams Hutch Rail Company, LLC
|
|
Delaware
|
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 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. (recognizing renamed ACMP)
|
|
Delaware
|
Williams Partners Operating LLC
|
|
Delaware
|
Williams PERK, LLC
|
|
Delaware
|
Williams Petroleum Pipeline Systems, Inc.
|
|
Delaware
|
Williams Petroleum Services, LLC
|
|
Delaware
|
Williams Purity Pipelines, LLC
|
|
Delaware
|
ENTITY
|
|
JURISDICTION
|
|
|
|
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
|
WPZ GP 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/ Eric W. Mandelblatt
|
Frank T. MacInnis
|
|
Eric W. Mandelblatt
|
Chairman of the Board
|
|
Director
|
|
|
|
/s/ Keith A. Meister
|
|
/s/ Steven W. Nance
|
Keith A. Meister
|
|
Steven W. Nance
|
Director
|
|
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 25, 2015
|
|
/s/ Donald R. Chappel
|
Donald R. Chappel
|
Chief Financial Officer
|
February 25, 2015
|