Williams Companies Inc Sample Contracts

Williams Companies, Inc. – News Release Williams (NYSE: WMB)One Williams CenterTulsa, OK 74172800-Williamswww.williams.com (July 31st, 2019)

Net Income Attributable to Williams available to common stockholders of $310 million; up $175 million or 130%; Year-to-Date ("YTD") up $217 million or 76%

Williams Companies Inc – TO: Participant Name FROM: SUBJECT: 2019 Restricted Stock Unit Award You have been selected to receive a restricted stock unit award. This award is subject to the terms and conditions of The Williams Companies, Inc. 2007 Incentive Plan, as amended and restated from time to time, and, the 2019 Restricted Stock Unit Agreement (the “Agreement”). (May 2nd, 2019)

This award is granted to you in recognition of your role as an employee whose responsibilities and performance are critical to the attainment of long-term goals. This award and similar awards are made on a selective basis and are, therefore, to be kept confidential.

Williams Companies Inc – TO: <@Name@> FROM: SUBJECT: 2019 Executive Performance-Based Restricted Stock Unit Award You have been selected to receive a performance-based restricted stock unit award to be paid if the Company’s adjusted earnings per share meets certain performance requirements as established by the Committee, with respect to a three-year Performance Period beginning January 1, 2019. This award is subject to the terms and conditions of The Williams Companies, Inc. 2007 Incentive Plan, as amended and restated from time to time, and the 2019 Executive Performance-Based Restricted Stock Unit Agreement (the “A (May 2nd, 2019)

This award is granted to you in recognition of your role as an employee whose responsibilities and performance are critical to the attainment of long-term goals. This award and similar awards are made on a selective basis and are, therefore, to be kept confidential.

Williams Companies Inc – TO: <@Name@> FROM: SUBJECT: 2019 Performance-Based Restricted Stock Unit Award You have been selected to receive a performance-based restricted stock unit award to be paid if (i) the Company’s annualized Total Shareholder Return meets performance requirements in relation to the annualized Total Shareholder Return of the Company’s comparator group and (ii) the Company’s Return on Capital Employed meets performance requirements, both as established by the Committee, (“Comparator Group”) over the Performance Period. This award is subject to the terms and conditions of The Williams Companies, Inc. (May 2nd, 2019)

This award is granted to you in recognition of your role as an employee whose responsibilities and performance are critical to the attainment of long-term goals. This award and similar awards are made on a selective basis and are, therefore, to be kept confidential.

Williams Companies Inc – Date=Grant Date (May 2nd, 2019)

You have been granted a restricted stock unit award. This award, which is subject to adjustment under the 2019 Restricted Stock Unit Agreement (the “Agreement”), is granted to you in recognition of your role as a non-management director for The Williams Companies, Inc. It is granted and subject to the terms and conditions of The Williams Companies, Inc. 2007 Incentive Plan, as amended and restated from time to time, and the Agreement.

Williams Companies Inc – News Release Williams (NYSE: WMB)One Williams CenterTulsa, OK 74172800-Williamswww.williams.com (May 1st, 2019)

Two recent deleveraging transactions expected to result in a net of approximately $1.085 billion that Williams plans to use for debt reduction and for funding the company's extensive portfolio of growth capital:

Williams Companies Inc – CHANGE IN CONTROL AND RESTRICTIVE COVENANT AGREEMENT BETWEEN [EXECUTIVE] AND (February 21st, 2019)

THIS CHANGE IN CONTROL AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is entered into by and between The Williams Companies, Inc., a Delaware corporation (the “Company”) and [Executive] (“Executive”), as of the __ day of ________, 2019.

Williams Companies Inc – CHANGE IN CONTROL AND RESTRICTIVE COVENANT AGREEMENT BETWEEN [EXECUTIVE] AND (February 21st, 2019)

THIS CHANGE IN CONTROL AND RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is entered into by and between The Williams Companies, Inc., a Delaware corporation (the “Company”) and [Executive] (“Executive”), as of the __ day of ________, 2019.

Williams Companies Inc – Reconciliation of Income (Loss) Attributable to The Williams Companies, Inc. to Adjusted Income (UNAUDITED) 2017 2018 (Dollars in millions, except per-share amounts) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year Income (loss) attributable to The Williams Companies, Inc. available to common stockholders $ 373 $ 81 $ 33 $ 1,687 $ 2,174 $ 152 $ 135 $ 129 $ (572 ) $ (156 ) Income (loss) - diluted earnings (loss) per common share $ .45 $ .10 $ .04 $ 2.03 $ 2.62 $ .18 $ .16 $ .13 $ (.47 ) $ (.16 ) Adjustments: Northeast G&P Share of impairment at equity-method investments (February 13th, 2019)
Williams Companies Inc – News Release Williams (NYSE: WMB)One Williams CenterTulsa, OK 74172800-Williamswww.williams.com (February 13th, 2019)

Net Income (Loss) Attributable to Williams Available to Common Stockholders of ($572) Million for 4Q 2018 and ($156) Million for Full-Year 2018 (impacted by certain asset impairments and gains as described in this press release)

Williams Companies Inc – Reconciliation of Income (Loss) Attributable to The Williams Companies, Inc. to Adjusted Income (UNAUDITED) 2017 2018 (Dollars in millions, except per-share amounts) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr 3rd Qtr Year Income (loss) attributable to The Williams Companies, Inc. available to common stockholders $ 373 $ 81 $ 33 $ 1,687 $ 2,174 $ 152 $ 135 $ 129 $ 416 Income (loss) - diluted earnings (loss) per common share $ .45 $ .10 $ .04 $ 2.03 $ 2.62 $ .18 $ .16 $ .13 $ .46 Adjustments: Northeast G&P Share of impairment at equity-method investments $ — $ — $ 1 $ — $ 1 $ — $ — $ — (October 31st, 2018)
Williams Companies Inc – News Release Williams (NYSE: WMB)One Williams CenterTulsa, OK 74172800-Williamswww.williams.com (October 31st, 2018)

Armstrong added, "I’m pleased with the high level of execution both operationally and at the corporate transaction level. During the period, we closed on the Williams acquisition of Williams Partners, executed an agreement to sell the Four Corners Area business and are now successfully operating the DJ Basin assets that were a part of our joint-venture acquisition with KKR."

Williams Companies Inc – Commercial Paper Dealer Agreement 4(a)(2) Program Between: The Williams Companies, Inc., as Issuer and [DEALER], as Dealer Concerning Notes to be issued pursuant to a Commercial Paper Issuing and Paying Agent Agreement dated as of August 10, 2018 between the Issuer and Citibank, N.A., as Issuing and Paying Agent Dated as of August 10, 2018 (August 10th, 2018)

This agreement (the “Agreement”) sets forth the understandings between the Issuer and the Dealer named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

Williams Companies Inc – SECOND SUPPLEMENTAL INDENTURE (August 10th, 2018)

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 10, 2018, between THE WILLIAMS COMPANIES, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, duly organized and validly existing under the laws of the United States of America, as trustee (the “Trustee”).

Williams Companies Inc – ELEVENTH SUPPLEMENTAL INDENTURE (August 10th, 2018)

This ELEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 10, 2018, between THE WILLIAMS COMPANIES, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, duly organized and validly existing under the laws of the United States of America, as trustee (the “Trustee”).

Williams Companies Inc – THE WILLIAMS COMPANIES, INC. Up to $1,000,000,000 of Common Shares Equity Distribution Agreement (August 10th, 2018)
Williams Companies Inc – CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE WILLIAMS COMPANIES, INC. (August 10th, 2018)

THE WILLIAMS COMPANIES, INC., a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify as follows:

Williams Companies Inc – Date=Grant Date (August 2nd, 2018)

You have been granted a restricted stock unit award. This award, which is subject to adjustment under the 2018 Restricted Stock Unit Agreement (the “Agreement”), is granted to you in recognition of your role as a non-management director for The Williams Companies, Inc. It is granted and subject to the terms and conditions of The Williams Companies, Inc. 2007 Incentive Plan, as amended and restated from time to time, and the Agreement.

Williams Companies Inc – Williams Summary Financial Information 2Q YTD Amounts in millions, except per- share amounts. Per share amounts are reported on a diluted basis. All amounts are attributable to The Williams Companies, Inc. 2018 2017 2018 2017 GAAP Measures Cash Flow from Operations $891 $799 $1,585 $1,526 Net income (loss) $135 $81 $287 $454 Net income (loss) per share $0.16 $0.10 $0.35 $0.55 Non-GAAP Measures (1) Adjusted income $143 $108 $302 $227 Adjusted income per share $0.17 $0.13 $0.36 $0.27 Adjusted EBITDA $1,110 $1,113 $2,245 $2,258 Cash Flow available for Dividends and other uses $375 $360 $746 $740 D (August 1st, 2018)

Williams Partners' Transco Transportation Revenues Up $50 Million in 2Q 2018; Up $114 Million Year-to-Date or 16% - Driven by Big 5 Expansion Projects Placed In Service in 2017 as well as Mainline Service on Atlantic Sunrise in 2018

Williams Companies Inc – Reconciliation of Income (Loss) Attributable to The Williams Companies, Inc. to Adjusted Income (UNAUDITED) 2017 2018 (Dollars in millions, except per-share amounts) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr Year Income (loss) attributable to The Williams Companies, Inc. available to common stockholders $ 373 $ 81 $ 33 $ 1,687 $ 2,174 $ 152 $ 135 $ 287 Income (loss) - diluted earnings (loss) per common share $ .45 $ .10 $ .04 $ 2.03 $ 2.62 $ .18 $ .16 $ .35 Adjustments: Williams Partners Estimated minimum volume commitments $ 15 $ 15 $ 18 $ (48 ) $ — $ — $ — $ — Impairment of certai (August 1st, 2018)
Williams Companies Inc – CREDIT AGREEMENT dated as of July 13, 2018 among THE WILLIAMS COMPANIES, INC., NORTHWEST PIPELINE LLC, and TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, as Borrowers The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent CITIBANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, THE BANK OF NOVA SCOTIA, BARCLAYS BANK PLC, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, J.P. MORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., WELLS FARGO SECURITIES, LLC, MORGAN STANLEY SENIOR FUNDING, INC., and MUFG BANK, LTD. as Joint Lead Arrangers and Joint Bookrunners BANK OF AMERICA, N.A., THE (July 17th, 2018)

This Credit Agreement dated as of July 13, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is among THE WILLIAMS COMPANIES, INC., a Delaware corporation (“Williams”), NORTHWEST PIPELINE LLC, a Delaware limited liability company (“NWP”), TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, a Delaware limited liability company (“TGPL”), the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.

Williams Companies Inc – CERTIFICATE OF DESIGNATIONS OF SERIES B PREFERRED STOCK OF THE WILLIAMS COMPANIES, INC. (PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE) (July 17th, 2018)

The undersigned officers of THE WILLIAMS COMPANIES, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, certify that pursuant to the authority contained in the Amended and Restated Certificate of Incorporation of the Corporation, and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation duly approved and adopted on July 11, 2018 the following resolution, which resolution remains in full force and effect on the Original Issue Date:

Williams Companies Inc – News Release Williams (NYSE: WMB) One Williams Center Tulsa, OK 74172 800-Williams (June 5th, 2018)

TULSA, Okla. – The Williams Companies, Inc. (NYSE: WMB) (“Williams”) today announced that its Board of Directors has appointed Nancy K. Buese as an independent director on the Board, effective immediately.

Williams Companies Inc – 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 (May 17th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 16, 2018 (the “Execution Date”), is entered into by and among The Williams Companies, Inc., a Delaware corporation (“Parent”), SCMS LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), Williams Partners L.P., a Delaware limited partnership (“WPZ”), and WPZ GP LLC, a Delaware limited liability company and the general partner of WPZ (“WPZ General Partner”).

Williams Companies Inc – TO: <@Name@> FROM: SUBJECT: 2018 Restricted Stock Unit Award You have been selected to receive a restricted stock unit award. This award is subject to the terms and conditions of The Williams Companies, Inc. 2007 Incentive Plan, as amended and restated from time to time, and, the 2018 Restricted Stock Unit Agreement (the “Agreement”). (May 3rd, 2018)

This award is granted to you in recognition of your role as an employee whose responsibilities and performance are critical to the attainment of long-term goals. This award and similar awards are made on a selective basis and are, therefore, to be kept confidential.

Williams Companies Inc – Consent of Independent Registered Public Accounting Firm (May 3rd, 2018)
Williams Companies Inc – DEFINITIONS (May 3rd, 2018)

The following is a listing of certain abbreviations, acronyms and other industry terminology that may be used throughout this Annual Report.

Williams Companies Inc – TO: <@Name@> FROM: SUBJECT: Stock Option Award You have been selected to receive a stock option award. This award is subject to the terms and conditions of The Williams Companies, Inc. 2007 Incentive Plan, as amended and restated from time to time, and the Nonqualified Stock Option Agreement. Your stock option award is subject to graded vesting. You may view the vesting schedule for this award online. (May 3rd, 2018)

This stock option award is granted to you in recognition of your role as an employee whose responsibilities and performance are critical to the attainment of long-term goals. This award and similar awards are made on a selective basis and are, therefore, to be kept confidential.

Williams Companies Inc – TO: <@Name@> FROM: SUBJECT: 2018 Performance-Based Restricted Stock Unit Award You have been selected to receive a performance-based restricted stock unit award to be paid if (i) the Company’s annualized Total Shareholder Return meets performance requirements in relation to the annualized Total Shareholder Return of the Company’s comparator group and (ii) the Company’s Return on Capital Employed meets performance requirements, both as established by the Committee, (“Comparator Group”) over the Performance Period. This award is subject to the terms and conditions of The Williams Companies, Inc. (May 3rd, 2018)

This award is granted to you in recognition of your role as an employee whose responsibilities and performance are critical to the attainment of long-term goals. This award and similar awards are made on a selective basis and are, therefore, to be kept confidential.

Williams Companies Inc – Reconciliation of Income (Loss) Attributable to The Williams Companies, Inc. to Adjusted Income (UNAUDITED) 2017 2018 (Dollars in millions, except per-share amounts) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr Income (loss) attributable to The Williams Companies, Inc. available to common stockholders $ 373 $ 81 $ 33 $ 1,687 $ 2,174 $ 152 Income (loss) - diluted earnings (loss) per common share $ .45 $ .10 $ .04 $ 2.03 $ 2.62 $ .18 Adjustments: Williams Partners Estimated minimum volume commitments $ 15 $ 15 $ 18 $ (48 ) $ — $ — Impairment of certain assets — — 1,142 9 1,151 — Ad valorem oblig (May 2nd, 2018)
Williams Companies Inc – Williams Summary Financial Information 1Q Amounts in millions, except per-share amounts. Per share amounts are reported on a diluted basis. All amounts are attributable to The Williams Companies, Inc. 2018 2017 GAAP Measures Cash Flow from Operations $694 $727 Net income (loss) $152 $373 Net income (loss) per share $0.18 $0.45 Non-GAAP Measures (1) Adjusted income $159 $119 Adjusted income per share $0.19 $0.14 Adjusted EBITDA $1,135 $1,145 Cash Flow available for Dividends and other uses $371 $380 Dividend Coverage Ratio 1.32 x 1.53 x (1) Schedules reconciling adjusted income from continuing (May 2nd, 2018)

In 2018, Williams Partners Has Set One- and Three-Day Delivery Records on Transco and Established Three New Volume Records on Susquehanna Supply Hub

Williams Companies Inc – THE WILLIAMS COMPANIES AMENDED AND RESTATED RETIREMENT RESTORATION PLAN Effective as of December 1, 2017 (February 22nd, 2018)
Williams Companies Inc – Williams Summary Financial InformationAmounts in millions, except per-share amounts. Per share amounts are reported on a diluted basis. All amounts are attributable to The Williams Companies, Inc. 4Q Full Year 2017 2016 2017 2016 GAAP Measures Cash Flow from Operations (1) $719 $1,583 $2,556 $3,680 Net income (loss) $1,687 ($15 ) $2,174 ($424 ) Net income (loss) per share $2.03 ($0.02 ) $2.62 ($0.57 ) Non-GAAP Measures (2) Adjusted income from continuing operations $170 $130 $521 $450 Adjusted income from continuing operations per share $0.20 $0.17 $0.63 $0.60 Adjusted EBITDA $1,160 $1,123 $4, (February 14th, 2018)

4Q 2017 Net Income of $1.687 Billion - Positively Impacted by Tax Cuts and Jobs Act of 2017; Cash Tax Deferral Extended & Lower Future Tax Payments Expected

Williams Companies Inc – Reconciliation of Income (Loss) Attributable to The Williams Companies, Inc. to Adjusted Income (UNAUDITED) 2016 2017 (Dollars in millions, except per-share amounts) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year Income (loss) attributable to The Williams Companies, Inc. available to common stockholders $ (65 ) $ (405 ) $ 61 $ (15 ) $ (424 ) $ 373 $ 81 $ 33 $ 1,687 $ 2,174 Income (loss) - diluted earnings (loss) per common share $ (.09 ) $ (.54 ) $ .08 $ (.02 ) $ (.57 ) $ .45 $ .10 $ .04 $ 2.03 $ 2.62 Adjustments: Williams Partners Estimated minimum volume commitment (February 14th, 2018)
Williams Companies Inc – AMENDMENT NO. 1 AND EXTENSION AGREEMENT (November 22nd, 2017)

THIS AMENDMENT NO. 1 AND EXTENSION AGREEMENT (this “Agreement”), dated effective as of November 17, 2017 (the “Effective Date”), is by and among The Williams Companies, Inc., a Delaware corporation (the “Borrower”), the undersigned Lenders party hereto, Citibank, N.A., as administrative agent (the “Administrative Agent”), and the Issuing Banks party hereto.