WMB 10-K Annual Report Dec. 31, 2019 | Alphaminr
WILLIAMS COMPANIES, INC.
ALPHAMINR

WMB 10-K Fiscal year ended Dec. 31, 2019

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WILLIAMS COMPANIES, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessNote 3 Acquisitions and DivestituresNote 6 Investing ActivitiesNote 2 Revenue RecognitionNote 19 Contingent Liabilities and CommitmentsItem 1A. Risk FactorsNote 15 Debt and Banking ArrangementsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 4 Variable Interest EntitiesNote 10 Employee Benefit PlansNote 1 General, Description Of Business, Basis Of Presentation, and Summary Of Significant Accounting PoliciesNote 18 Fair Value Measurements, Guarantees, and Concentration Of Credit RiskNote 16 Stockholders' EquityNote 7 Other Income and ExpensesNote 8 Provision (benefit) For Income TaxesNote 1 General, Description Of Business, Basis Of Presentation, and Summary Of Significant AccountingNote 20 Segment DisclosuresNote 12 Property, Plant, and EquipmentItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 17 Equity-based CompensationNote 5 Related Party TransactionsNote 9 Earnings (loss) Per Common Share From Continuing OperationsNote 11 LeasesNote 13 Goodwill and Other Intangible AssetsNote 14 Accrued LiabilitiesItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger dated as of May 12, 2015, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners, L.P., and WPZ GP LLC (filed on May 13, 2015, as Exhibit 2.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 2.2 Agreement and Plan of Merger dated as of May 16, 2018, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P., and WPZ GP LLC (filed on May 17, 2018 as Exhibit 2.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 2.3 Amendment No 1. to Agreement and Plan of Merger dated as of May 1, 2016, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC(filed on May 3, 2016, as Exhibit 2.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 2.4 Agreement and Plan of Merger dated as of September 28, 2015, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC (filed on October 1, 2015, as Exhibit 2.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 2.5 Interest Swap and Purchase Agreement by and among Western Gas Partners, LP, WGR Operating, LP, Delaware Basin JV Gathering LLC, Williams Partners L.P., Williams Midstream Gas Services LLC, and Appalachia Midstream Services, L.L.C., dated February9, 2017 (filed on February 10, 2017, as Exhibit 2.1 to The Williams Companies Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 2.6 Membership Interest Purchase Agreement, dated as of April 13, 2017, among Williams Field Services Group, LLC, Williams Partners L.P., Williams Olefins, L.L.C., NOVA Chemicals Inc., and NOVA Chemicals Corporation (filed on August 3, 2017, as Exhibit 2.2 to Williams Partners L.P.s quarterly report on Form 10-Q (File No. 001-34831) and incorporated herein by reference). 3.1 Amended and Restated Certificate of Incorporation, (filed on May 26, 2010, as Exhibit 3.(i)1 to The Williams Companies Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 3.2 Certificate of Designations of Series B Preferred Stock of the Williams Companies, Inc. (filed on July17, 2018, as Exhibit 3.1 to The Williams Companies, Inc. current report on Form 8-K (File No. 001-04174) and Incorporated herein by reference). 3.3 Certificate of Amendment dated August 10, 2018 (filed on August 10, 2018, 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). 3.4 By-Laws (filed on January 20, 2017, as Exhibit 3.1 to The Williams Companies Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 4.5 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). 4.8 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 Exhibit4.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 4.9 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). 4.10 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). 4.11 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). 4.12 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). 4.13 First Supplemental Indenture, dated as of February2, 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). 4.14 Second Supplemental Indenture, dated as of August 10, 2018, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on August 10, 2018, 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 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). 4.16 First Supplemental Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010, as Exhibit 4.2 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference). 4.17 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). 4.18 Third Supplemental Indenture (including Form of 3.35% Senior Notes due 2022), dated as of August14, 2012, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August14, 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). 4.19 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). 4.20 Fifth Supplemental Indenture, dated as of March 4, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 4, 2014, as Exhibit 4.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference). 4.21 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 current report on Form 8-K (File No. 001-32599) and incorporated herein by reference). 4.22 Seventh Supplemental Indenture, dated as of February2, 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). 4.23 Eighth Supplemental Indenture, dated as of March 3, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 3, 2015, as Exhibit 4.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference). 4.24 Ninth Supplemental Indenture, dated as of June 5, 2017, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 5, 2017, 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). 4.25 Tenth Supplemental Indenture, dated as of March 5, 2018, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 5, 2018, 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). 4.26 Eleventh Supplemental Indenture, dated as of August 10, 2018, between The Williams Companies Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on August 10, 2018, as Exhibit 4.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 4.28 Indenture, dated as of April 3, 2017, between Northwest Pipeline LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on April 3, 2017, as Exhibit 4.1 to Northwest Pipelines current report on Form 8-K (File No. 001-07414) and incorporated herein by reference). 4.30 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, LLCs current report on Form 8-K (File No. 001-07584) and incorporated herein by reference). 4.31 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, LLCs current report on Form 8-K (File No.001-07584) and incorporated herein by reference). 4.32 Indenture, dated as of January 22, 2016, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 22, 2016, as Exhibit 4.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 4.33 Indenture, dated as of March 15, 2018, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 15, 2018, 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). 4.34* Description of Securities. 10.1 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). 10.2 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). 10.3 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). 10.4 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). 10.5 Form of 2014 Restricted Stock Unit Agreement among Williams and certain nonmanagement directors (filed on February 25, 2015, as Exhibit 10.12 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.6 Form of 2015 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 25, 2015, as Exhibit 10.16 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.7 Form of 2015 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 25, 2015, as Exhibit 10.17 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.8 Form of 2016 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 22, 2017, as Exhibit 10.18 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.9 Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 22, 2017, 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). 10.10 Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers vesting February 22, 2019 (filed on February 22, 2017, as Exhibit 10.20 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.11 Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on February 22, 2017, as Exhibit 10.21 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.12 Form of 2016 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 22, 2017, as Exhibit 10.22 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.13 Form of 2017 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 22, 2017, as Exhibit 10.23 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.14 Form of 2017 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on February 22, 2017, as Exhibit 10.24 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.15 Form of 2017 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 22, 2017, as Exhibit 10.25 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.16 Form of 2017 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May 4, 2017, as Exhibit 10.10 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.17 Form of 2018 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May 3, 2018, as Exhibit 10.3 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.18 Form of 2018 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May 3, 2018, as Exhibit 10.4 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.19 Form of 2018 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on May 3, 2018, as Exhibit 10.5 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.20 Form of 2018 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on August 2, 2018, 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). 10.21 Form of 2019 Executive Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May 2, 2019, 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). 10.22 Form of 2019 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May 2, 2019, 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). 10.23 Form of 2019 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May 2, 2019, as Exhibit 10.3 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.24 Form of 2019 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on May 2, 2019, as Exhibit 10.4 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.27 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). 10.28 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). 10.29* Change in Control and Restrictive Covenant Agreement between certain executive officers (Tier One Executives) and The Williams Companies, Inc. 10.30* Change in Control and Restrictive Covenant Agreement between certain executive officers (Tier Two Executives) and The Williams Companies, Inc. 10.31 The Williams Companies, Inc. Executive Severance Pay Plan, dated November 14, 2012 (filed July 20, 2016, as Exhibit 10.2 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 10.32 First Amendment to The Williams Companies, Inc. Executive Severance Pay Plan (filed July 20, 2016, as Exhibit 10.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 10.33 The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective July 14, 2016 (filed on February 22, 2017, as Exhibit 10.38 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.34 Credit Agreement dated as of July 13, 2018, between The Williams Companies, Inc., 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 17, 2018, 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 Form of Commercial Paper Dealer Agreement, dated as of August 10, 2018, between The Williams Companies, Inc., as Issuer, and the Dealer party thereto(filed on August 10, 2018, 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). 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, PricewaterhouseCoopers LLP. 31.1* Certification of the Chief Executive Officer pursuant to Rules 13a-l4(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(3l) 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 l5d-l4(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.