UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
 
 
FORM 11-K
 
 
 
(Mark One)
 
(X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2018
 
   OR
 
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to ____________                          
 
 
Commission file number 1-4174               
 
 
A. Full title of the plan:
 
The Williams Investment Plus Plan
 
 
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172
 
 
 





THE WILLIAMS INVESTMENT PLUS PLAN

INDEX TO FINANCIAL STATEMENTS








Report of Independent Registered Public Accounting Firm

To the Plan Participants and the Plan Administrator of
The Williams Investment Plus Plan

Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of The Williams Investment Plus Plan (the Plan) as of December 31, 2018 and 2017, and the related statement of changes in net assets available for benefits for the year ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2018 and 2017, and the changes in its net assets available for benefits for the year ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Schedule
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2018, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental

1


schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Ernst & Young LLP

We have served as the Plan’s auditor since 1998.
Tulsa, Oklahoma
June 13, 2019




2



THE WILLIAMS INVESTMENT PLUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2018 and 2017




 
2018
 
2017
Assets:
 
 
 
Investments (at fair value)
$
1,258,236,161

 
$
1,370,333,954

Notes receivable from participants
22,444,423

 
22,818,203

Non-interest bearing cash
8,745

 
94,938

Receivables
1,025,760

 
882,739

 
 
 
 
Total assets
1,281,715,089

 
1,394,129,834

 
 
 
 
Liabilities:
 
 
 
Accrued liabilities
2,815,577

 
1,072,518

 
 
 
 
Total liabilities
2,815,577

 
1,072,518

 
 
 
 
Net assets available for benefits
$
1,278,899,512

 
$
1,393,057,316

 
 
 
 
        













See accompanying notes.

3


THE WILLIAMS INVESTMENT PLUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2018



 
 
Additions to net assets:
 
   Contributions:
 
Participant
$
52,774,812

Employer
34,480,001

Rollovers
7,375,875

 Total contributions
94,630,688

 
 
   Net investment income (loss):
 
Net decrease in fair value of investments
(69,713,376
)
Dividends
13,501,642

Interest
328,943

Total net investment loss
(55,882,791
)
 
 
   Interest income on notes receivable from participants
1,137,213

 
 
Total additions to net assets
39,885,110

 
 
Deductions from net assets:
 
Withdrawals
151,462,739

Administrative expenses
2,499,508

Dividend distributions
80,667

 
 
Total deductions from net assets
154,042,914

 
 
Net decrease during the year
(114,157,804
)
 
 
Net assets available for benefits at beginning of year
1,393,057,316

 
 
Net assets available for benefits at end of year
$
1,278,899,512

 
 



See accompanying notes.

4

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018



Note 1--Description of plan

The information included below regarding The Williams Investment Plus Plan (the “Plan”) provides only a general description of the Plan. Participants should refer to the Plan document, as amended and restated, and Summary Plan Description for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan maintained for the benefit of substantially all employees of The Williams Companies, Inc., and its participating subsidiaries (collectively, “Williams” or “Employer”) as provided in the Plan. A small amount of the Plan is an employee stock ownership plan (“ESOP”) and includes shares of Williams common stock held in the Transtock and Williams Companies Employee Stock Ownership Plan (“WESOP”) Accounts, as defined in the Plan.

The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is intended to constitute a plan described in Section 404(c) of ERISA and Title 29 of the Code of Federal Regulations Section 2550.404c-1, and the fiduciaries of the Plan may be relieved of liability for any losses that are the direct and necessary result of investment instructions given by a participant or beneficiary.

Administration

The Administrative Committee is the Plan administrator. The Investment Committee has the responsibility to monitor the performance of the trustee, investment funds and investment managers, and select, remove, and replace the trustee, any investment fund and any investment manager. The Benefits Committee has the authority and responsibility with respect to overriding the terms of the Plan which require the availability of common stock issued by The Williams Companies, Inc. The Benefits Committee, in its settlor capacity, may amend the Plan, provided it is a nonmaterial amendment as detailed in the Plan. Fidelity Management Trust Company (“FMTC”) is the trustee and record keeper. Additionally, Fidelity Investments Institutional Operations Company, Inc., provides certain other record keeping services for the Plan.

Contributions

Each eligible participant has employee contribution accounts consisting primarily of, as applicable, a Pre-Tax Account, as well as various after-tax contribution accounts, Roth accounts, catchup accounts, rollover contribution accounts, and employer contribution accounts. Certain participants may also have additional contribution accounts, as applicable.


5

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018


Each eligible employee participant may contribute from 1 percent to a maximum of 50 percent of their eligible compensation per pay period on a pre-tax and/or Roth basis. The maximum pre-tax and/or Roth contribution percentage for Highly Compensated Employees is subject to periodic adjustment in order to meet discrimination testing requirements and certain annual maximum statutory limits imposed by the Internal Revenue Service (“IRS”). The Employer will contribute an amount equal to 100 percent of each participant’s contribution per pay period up to a maximum of 6 percent of their eligible compensation. In addition, the Plan allows for discretionary Employer contributions. No such discretionary Employer contributions were made in 2018.

Additionally, the Plan includes an automatic enrollment feature. Eligible participants who do not make an affirmative election to contribute or an affirmative election not to contribute within 60 days of hire are automatically enrolled in the Plan. If automatically enrolled, 3 percent of the participant’s eligible compensation is withheld on a pre-tax basis and invested in the default investment option designated by the Investment Committee. The participant has the right to change the contribution percentage, elect to discontinue contributions to the Plan, or make investment changes at any time.

During 2018, the Plan was amended to provide for an Employer Fixed Annual Contribution effective January 1, 2019. Williams will contribute 4.5 percent of eligible compensation for certain eligible employee participants. Beginning with the 2019 Plan year, eligible employees hired or rehired on or after January 1, 2019, will be eligible to receive the 4.5 percent Employer Fixed Annual Contribution. For the 2020 Plan year, eligible employees under age 40 as of December 31, 2019, and hired prior to January 1, 2019, will also be eligible to receive the 4.5 percent Employer Fixed Annual Contribution. The Employer Fixed Annual Contribution will be made after the end of each Plan year and eligible employees generally must be an active employee at year-end to receive this contribution, with exceptions for retirement, disability, and death.

Participants may elect to invest in various investment options provided they allocate their contribution in multiples of 1 percent and subject to certain other restrictions. Investment options include common/collective trusts, common stocks including common stocks held within separately managed accounts, mutual funds, and a self-directed brokerage fund. A participant may change their investment election at any time. Participants may also exchange or rebalance any investment in their Plan account in accordance with the Plan’s investment provisions.

The Plan does not allow participants’ contributions, including employer and employee contributions, loan payments, and rollovers to be made or invested in shares of Williams common stock. A small amount of Williams common stock continues to be held in the Transtock and WESOP Accounts within the Plan’s Legacy WMB Stock Fund. Dividend payments on Williams common stock not passed through to the participant continue to be reinvested in additional shares of Williams common stock until the participant elects to receive such dividends in cash. Additionally, the fund comprised of common stock of Chesapeake Energy Company (“Chesapeake”), which transferred to the Plan from the former Access Midstream Partners GP, LLC 401(k) Savings Plan that was merged into the Plan in 2014, is closed to new investments, including contributions and exchanges.

6

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018


Additionally, dividend payments on the Chesapeake common stock, if applicable, are reinvested in additional shares of Chesapeake common stock.

Vesting

Participants have a nonforfeitable vested interest in the current fair value of the assets purchased with their contributions. Eligible participants become 20 percent vested in the employer contributions made on their behalf after one year of service as defined by the Plan. Such vesting increases an additional 20 percent for each year of service, and participants become 100 percent vested upon five years of service. In addition, a participant may become totally vested in their account by reason of their death, total and permanent disability, attainment of age 65, eligibility to receive early retirement benefits under a pension plan of Williams, reduction in work force, complete discontinuance of employer contributions, or termination or partial termination of the Plan. Upon certain sales of assets or companies, participants that have an involuntary termination of employment as a result of such sale are also 100 percent vested.

Employer contributions that are not vested at the time a participant withdraws from the Plan by reason of termination of employment, other than permanent job elimination or permanent reduction in work force, are used for certain items as specified in the Plan document, including the reduction of future employer contributions and payment of Plan expenses. During 2018, employer contributions were reduced by $459 thousand from forfeited nonvested accounts.

Distributions and in-service withdrawals

Participants are entitled to receive the vested portion of their account when they cease to be an employee of Williams for any reason including retirement. Upon termination of service, a participant has distribution options available as outlined in the Plan.

Generally, the payment of benefits under the Plan shall be made in cash. However, with respect to amounts held in the Plan’s common stock funds, the participant may request payment of benefits under the Plan in the common stock held within such funds.

Eligible employee participants may request a partial withdrawal from the Plan of their rollover contribution accounts and a portion, as defined in the Plan document, of their Prior Plans After-Tax Account. Eligible employee participants may make two such withdrawals during any Plan year and are not suspended from participation in the Plan following such a withdrawal. Outstanding loans will reduce the amount available for partial withdrawals.

Eligible participants who have completed two years of service and who are employees may request an additional in-service withdrawal from the Plan. The amount available for this withdrawal is calculated as defined in the Plan, but in no event shall it exceed the vested portion of the participant’s Employer Matching Contribution Account, Employer Cash Contribution Account, and the balance of the After-Tax Account. Outstanding loans will reduce the amount available for

7

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018


additional in-service withdrawals. Upon electing an additional in-service withdrawal, a participant is suspended from participation in the Plan for three months. Only one such withdrawal may be made every 12 months.

A participant who is at least age 59½ may request a post-59½ withdrawal from the Plan. The withdrawal can include the vested portion of certain of the participant’s employer and employee contribution accounts. Outstanding loans will reduce the amount available for post-59½ withdrawals. Such withdrawal may be requested at any time and does not cause the participant to be suspended from the Plan.

An eligible employee participant who has a balance in a WESOP Account or Transtock Account may withdraw such balance at any time. Such withdrawal does not cause the participant to be suspended from the Plan.

Withdrawals from an eligible employee participant’s Pre-Tax Account and Roth Account before age 59½ may be made if the participant has suffered a financial hardship condition, as defined in the Plan. Upon electing a financial hardship withdrawal, a participant is suspended from participation in the Plan for six months. Effective January 1, 2019, eligible employees electing a financial hardship withdrawal are no longer suspended from participation in the Plan, nor are they required to obtain a Plan loan before requesting a financial hardship withdrawal.

A participant who is under age 59½ and is totally and permanently disabled, as defined in the Plan, may make a withdrawal from the eligible amounts in their Pre-Tax Account and Roth Account or request a full distribution from the Plan.

Participant loans

The Plan permits eligible employee participants to obtain up to two loans from their account balances within specified limitations. Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 reduced by the aggregate of the highest outstanding balances of such loans during the immediately preceding 12-month period, or 50 percent of their vested balance. Loan terms may not exceed 58 months unless the loan is for the purchase of a primary residence, in which case the loan term may not exceed 25 years. Periodic principal and interest payments are reinvested according to the participant’s current investment election on file. The interest rate is equal to the prime rate of interest plus one percentage point or such other rate as the Administrative Committee shall specify. Principal and interest is paid ratably through payroll deductions. If the participant’s employment is terminated, the participant may continue to make principal and interest payments subject to certain limitations. Participants may make additional partial payments of the loan at any time and in such form as required by the record keeper.


8

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018


Other

Each participant has their own individual account. Contributions and investment earnings are recorded to individual participant accounts. Plan investments are valued daily. The fair value per share of each fund is multiplied by the number of shares of the fund held in the participant’s account to arrive at their account balance.

Net investment income (loss), including the net change in fair value of investments, on assets held in allocated accounts is applied to the individual participant accounts based on each participant’s account balances.

The ESOP allows for the election of dividend pass-through, which are cash dividends paid directly to participants, for the dividends received on the shares of Williams common stock held within the Plan’s ESOP.

While the Compensation and Management Development Committee of the Williams Board of Directors has not expressed any intent to terminate the Plan, it may do so, in its settlor capacity, at any time. In the event of any Plan termination, assets of the Plan will be distributed in accordance with the Plan document.

Note 2--Summary of significant accounting policies

Basis of accounting

The accompanying financial statements of the Plan are prepared on the accrual basis of accounting. However, benefit payments to participants are recorded when paid.

Notes receivable from participants

Notes receivable from participants are measured at their unpaid principal balance plus any estimated accrued and unpaid interest. No allowance for credit losses has been recorded as of December 31, 2018 or 2017. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced, and a withdrawal is recorded.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan’s Administrative Committee to make estimates that affect the amounts reported in the financial statements, accompanying notes, and supplemental schedule. Actual results could differ from those estimates.


9

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018


Risks and uncertainties

The Plan provides for various investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Statements of Net Assets Available for Benefits and participants’ account balances.

Investment valuation and income recognition

The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A discussion of fair value measurements is included in Note 3.

Purchases and sales of securities are recorded on a trade-date basis, which may result in amounts due to or from brokers related to unsettled trades. Dividend income is recorded on the ex-dividend date. Net increase (decrease) in fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Contributions

Participant contributions are recorded when Williams makes payroll deductions from eligible Plan participants. Employer contributions are accrued in the period in which they become obligations of Williams.

Administrative expenses

Certain administrative expenses, including audit and legal fees, of the Plan are paid by Williams.

Note 3--Fair value measurements

The fair value hierarchy prioritizes the inputs used to measure fair value, giving the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Fair value balances are classified based on the observability of those inputs. The fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The Plan’s Level 1 investments primarily consist of mutual funds, common stocks, and money market funds that are traded on U.S. exchanges, as well as interest-bearing cash. The Plan’s Level 2 investments primarily consist of common stocks traded on foreign exchanges, certificates of

10

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018


deposit, and government and corporate bonds. The Plan’s Level 3 investments consist of a private placement common stock that is not traded on an exchange.

The fair values of common stocks traded on U.S. exchanges and exchange-traded funds within the self-directed brokerage fund are derived from quoted market prices as of the close of business on the last business day of the Plan year. The fair value of common stocks traded on foreign exchanges are also derived from quoted market prices as of the close of business on an active foreign exchange on the last business day of the Plan year. The valuation requires translation of the foreign currency to U.S. dollars, and the foreign exchange rate used in the translation is considered an observable input to the valuation. Shares of money market funds and mutual funds are valued at fair value based on published market prices as of the close of business on the last business day of the Plan year, which represent the net asset values (“NAV”) of the shares held by the Plan. The carrying value of interest-bearing cash approximates fair value because of the short-term nature of this investment. The units of the common/collective trusts are valued at fair value using the NAV practical expedient as determined by the issuer based on the current fair values of the underlying assets of the fund (see Note 4). There have been no significant changes in the preceding valuation methodologies used at December 31, 2018 and 2017.

The valuation methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. The use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.


11

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018


The following table sets forth, by level within the fair value hierarchy, the Plan’s assets that are measured at fair value as of December 31, 2018 and 2017, with the exception of the common/collective trusts measured at fair value using the NAV practical expedient. The fair value for the common/collective trusts are provided to permit reconciliation of the fair value hierarchy to the amounts presented in the Statements of Net Assets Available for Benefits.

 
Level 1
 
Level 2
 
Level 3
 
Total
2018:
 
 
 
 
 
 
 
Interest-bearing cash
$
5,668,544

 
$

 
$

 
$
5,668,544

Mutual funds
175,201,766

 

 

 
175,201,766

Self-directed brokerage fund
74,387,664

 
3,283,737

 

 
77,671,401

Common stocks
353,806,887

 
4,755,814

 
463,021

 
359,025,722

 
$
609,064,861

 
$
8,039,551

 
$
463,021

 
617,567,433

Common/collective trusts
 
640,668,728

Total investments at fair value
 
 
 
 
 
$
1,258,236,161

 
 
 
 
 
 
 
 
2017:
 
 
 
 
 
 
 
Interest-bearing cash
$
3,786,766

 
$

 
$

 
$
3,786,766

Mutual funds
190,639,612

 

 

 
190,639,612

Self-directed brokerage fund
81,830,238

 
1,870,486

 

 
83,700,724

Common stocks
382,138,686

 
5,191,370

 

 
387,330,056

 
$
658,395,302

 
$
7,061,856

 
$

 
665,457,158

Common/collective trusts
 
704,876,796

Total investments at fair value
 
 
 
 
 
$
1,370,333,954



12

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018


Note 4--Common/collective trusts

The Plan holds investments in several common/collective trusts that invest primarily in mutual funds, fixed income securities, and international equity securities. These common/collective trusts have no unfunded commitments. Generally, participant-directed redemptions occur daily. In some cases, FMTC may require up to ten days to settle these redemptions. However, FMTC may require additional notice for redemptions directed by a plan sponsor.

Additionally, the Plan holds an investment in the Fidelity Managed Income Portfolio II Fund (“MIP II Fund”), a common/collective trust, which is managed by FMTC as trustee (“MIP II Fund Trustee”). Participant-directed withdrawals of MIP II Fund units may be made on any business day. Participant-directed exchanges to another investment option may be made on any business day as long as the exchange is not directed into a competing fund (money market funds or certain other types of fixed income funds). Transferred amounts must be held in a noncompeting investment option for 90 days before subsequent transfers to a competing fund may occur. Withdrawals directed by a plan sponsor must be preceded by 12-months written notice to the MIP II Fund Trustee. The MIP II Fund Trustee may in its discretion complete any such plan-level withdrawals before the expiration of such 12-month period. Additionally, the MIP II Fund Trustee may defer completing a withdrawal directed by a participant or plan sponsor where doing so might adversely affect the MIP II Fund portfolio. The MIP II Fund Trustee shall make the payments available as quickly as cash flows and prudent portfolio management permit.

Note 5--Transactions with parties-in-interest

Certain investments held by the Plan are managed by the trustee. Additionally, certain investments held within the Plan are in Williams common stock. Therefore, these transactions qualify as party-in-interest transactions. These transactions are exempt from the prohibited transaction rules.

Note 6--Tax status and federal income taxes

The Plan has received a determination letter from the IRS dated July 24, 2015, stating that the Plan, as amended, is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan has been further amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The Plan administrator has indicated it will take the necessary steps, if any, to maintain the Plan’s compliance with the Code.

Plan management is required by generally accepted accounting principles to evaluate uncertain tax positions taken by the Plan. The financial statement impact of a tax position must be recognized when the position is more likely than not, based on its technical merits, to be sustained upon examination by the IRS. As of December 31, 2018 and 2017, there are no uncertain positions taken or expected to be taken.

13

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2018



Note 7--Differences between financial statements and Form 5500

The following is a reconciliation of Net Assets Available for Benefits per the financial statements to the Form 5500 at December 31:
 
2018
 
2017
Net assets available for benefits per the financial statements
$
1,278,899,512

 
$
1,393,057,316

Amounts allocated to withdrawing participants

 
(53,870
)
Net assets available for benefits per the Form 5500
$
1,278,899,512

 
$
1,393,003,446


The following is a reconciliation of Net decrease during the year per the Statement of Changes in Net Assets Available for Benefits to net income (loss) per the Form 5500 for the year ended December 31, 2018:

Net decrease during the year
$
(114,157,804
)
Add: Amounts allocated to withdrawing participants at December 31, 2017
53,870

Net income (loss) per Form 5500
$
(114,103,934
)

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit payments that have been processed and approved for payment prior to December 31, but not yet paid as of that date.

14

























SUPPLEMENTAL SCHEDULE



15


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2018




(a)
(b) Identity of issue, borrower, lessor,
or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
(d) Cost**
(e) Current value
 
 
 
 
 
 
Common/Collective Trusts
 
 
 
*
Fidelity
Fidelity Managed Income Portfolio II – 89,066,538 shares
 
$
89,066,538

*
Fidelity
Fidelity Diversified International Commingled Pool – 4,836,467 shares
 
53,491,322

 
Prudential
Prudential Core Plus Bond Fund Class 5 – 291,442 shares
 
46,954,189

 
Vanguard
Vanguard Target Retirement Income Trust I – 292,479 shares
 
14,697,082

 
Vanguard
Vanguard Target Retirement 2015 Trust I – 137,243 shares
 
6,838,815

 
Vanguard
Vanguard Target Retirement 2020 Trust I – 1,763,966 shares
 
89,662,397

 
Vanguard
Vanguard Target Retirement 2025 Trust I – 1,069,402 shares
 
54,186,601

 
Vanguard
Vanguard Target Retirement 2030 Trust I – 2,086,588 shares
 
105,727,402

 
Vanguard
Vanguard Target Retirement 2035 Trust I – 485,477 shares
 
24,914,686

 
Vanguard
Vanguard Target Retirement 2040 Trust I – 1,435,666 shares
 
75,401,187

 
Vanguard
Vanguard Target Retirement 2045 Trust I – 411,694 shares
 
21,568,658

 
Vanguard
Vanguard Target Retirement 2050 Trust I – 826,441 shares
 
43,553,455

 
Vanguard
Vanguard Target Retirement 2055 Trust I – 167,950 shares
 
10,792,469

 
Vanguard
Vanguard Target Retirement 2060 Trust I – 104,303 shares
 
3,519,196

 
Vanguard
Vanguard Target Retirement 2065 Trust I – 14,197 shares
 
294,731

 
 
 
 
640,668,728

 
Registered Investment Companies
 
 
 
PIMCO
PIMCO Real Return Fund Institutional Class – 669,616 shares
 
7,071,145

*
Fidelity
Fidelity U.S. Bond Index Fund – 874,392 shares
 
9,863,147

 
Vanguard
Vanguard Extended Market Index Fund Institutional Shares – 263,298 shares
 
19,929,000

 
Vanguard
Vanguard Institutional Index Fund Institutional Plus Shares – 547,934 shares
 
124,693,377

 
Vanguard
Vanguard Total International Stock Index Fund Institutional Shares – 127,825 shares
 
12,969,087

 
 
 
 
174,525,756

 
 
 
 
 
 
Common Stock
 
 
 
 
Chesapeake Energy Co.
Common stock – 440,953 shares
 
926,002

*
The Williams Companies, Inc.
Common stock – 323,915 shares
 
7,144,736

 
 
 
 
8,070,738

 
 
 
 
 
 
Investments held in Separately Managed Accounts
 
 
 
Macquarie U.S. Large Cap Value Equity Portfolio:
 
 
 
Interest-bearing Cash:
 
 
 
BROWN BROTHERS HARRIMAN
Short-term bank deposit
 
3,323,731

 
 
 
 
 

16


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2018




(a)
(b) Identity of issue, borrower, lessor,
or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
(d) Cost**
(e) Current value
 
Common Stock:
 
 
 
ABBOTT LABORATORIES
Common stock – 30,553 shares
 
2,209,898

 
ALLSTATE CORPORATION
Common stock – 19,358 shares
 
1,599,551

 
AMERICAN INTERNATIONAL GROUP
Common stock – 40,900 shares
 
1,611,869

 
ARCHER DANIELS MIDLAND CO
Common stock – 42,315 shares
 
1,733,646

 
AT&T INC
Common stock – 63,182 shares
 
1,803,214

 
BANK OF NEW YORK MELLON CORP
Common stock – 37,396 shares
 
1,760,230

 
BB&T CORP
Common stock – 38,400 shares
 
1,663,488

 
CARDINAL HEALTH INC
Common stock – 39,320 shares
 
1,753,672

 
CIGNA CORP
Common stock – 9,786 shares
 
1,858,557

 
CISCO SYSTEMS INC
Common stock – 44,946 shares
 
1,947,510

 
CONOCOPHILLIPS
Common stock – 30,497 shares
 
1,901,488

 
CVS HEALTH CORP
Common stock – 29,884 shares
 
1,958,000

 
DOLLAR TREE INC
Common stock – 23,100 shares
 
2,086,392

 
DOWDUPONT INC
Common stock – 32,456 shares
 
1,735,747

 
EDISON INTL
Common stock – 33,400 shares
 
1,896,118

 
EQUITY RESIDENTIAL REIT
Common stock – 30,489 shares
 
2,012,579

 
HALLIBURTON CO
Common stock – 60,911 shares
 
1,619,014

 
INTEL CORP
Common stock – 37,834 shares
 
1,775,550

 
JOHNSON & JOHNSON
Common stock – 14,518 shares
 
1,873,548

 
LOWES COS INC
Common stock – 22,214 shares
 
2,051,685

 
MARATHON OIL CORP
Common stock – 107,220 shares
 
1,537,535

 
MARSH & MCLENNAN COS INC
Common stock – 24,575 shares
 
1,959,856

 
MERCK & CO INC NEW
Common stock – 28,749 shares
 
2,196,711

 
MONDELEZ INTERNATIONAL INC
Common stock – 51,502 shares
 
2,061,625

 
NORTHROP GRUMMAN CORP
Common stock – 6,593 shares
 
1,614,626

 
OCCIDENTAL PETROLEUM CORP
Common stock – 25,200 shares
 
1,546,776

 
ORACLE CORP
Common stock – 40,838 shares
 
1,843,836

 
PFIZER INC
Common stock – 51,798 shares
 
2,260,983

 
QUEST DIAGNOSTICS INC
Common stock – 19,612 shares
 
1,633,091

 
RAYTHEON CO
Common stock – 11,009 shares
 
1,688,230

 
VERIZON COMMUNICATIONS INC
Common stock – 36,222 shares
 
2,036,401

 
WASTE MANAGEMENT INC
Common stock – 24,052 shares
 
2,140,387

 
 
 
 
 
 
LSV U.S. Small/Mid Cap Value Equity Portfolio:
 
 
 
Interest-bearing Cash:
 
 
 
BROWN BROTHERS HARRIMAN
Short-term bank deposit
 
396,719

 
Common Stock:
 
 
 
AARONS INC A
Common stock – 3,600 shares
 
151,380


17


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2018




(a)
(b) Identity of issue, borrower, lessor,
or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
(d) Cost**
(e) Current value
 
AIR LEASE CORP CL A
Common stock – 9,100 shares
 
274,911

 
ALLISON TRANSMISSION HLDGS INC
Common stock – 6,500 shares
 
285,415

 
AMC NETWORKS INC CL A
Common stock – 3,600 shares
 
197,568

 
AMERICAN FINL GROUP INC OHIO
Common stock – 2,000 shares
 
181,060

 
APPLE HOSPITALITY REIT INC
Common stock – 12,500 shares
 
178,250

 
ARROW ELECTRONICS INC
Common stock – 4,700 shares
 
324,065

 
ASSURED GUARANTY LTD
Common stock – 7,600 shares
 
290,928

 
AVNET INC
Common stock – 5,600 shares
 
202,160

 
AXIS CAPITAL HOLDINGS LTD
Common stock – 5,500 shares
 
284,020

 
BANKUNITED INC
Common stock – 7,100 shares
 
212,574

 
BEAZER HOMES USA INC
Common stock – 15,200 shares
 
144,096

 
BED BATH & BEYOND INC
Common stock – 5,400 shares
 
61,128

 
BERKSHIRE HILLS BANCORP INC
Common stock – 6,400 shares
 
172,608

 
BIG 5 SPORTING GOODS CORP
Common stock – 1,100 shares
 
2,849

 
BLOCK H & R INC
Common stock – 7,300 shares
 
185,201

 
BLOOMIN BRANDS INC
Common stock – 2,800 shares
 
50,092

 
BORGWARNER INC
Common stock – 4,600 shares
 
159,804

 
BRAEMAR HOTELS & RESORTS INC
Common stock – 11,700 shares
 
104,481

 
BRIXMOR PPTY GROUP INC
Common stock – 17,000 shares
 
249,730

 
C N A FINANCIAL CORP
Common stock – 10,700 shares
 
472,405

 
CABOT CORP
Common stock – 2,900 shares
 
124,526

 
CAMDEN NATIONAL CORP
Common stock – 7,300 shares
 
262,581

 
CARRIZO OIL & GAS INC
Common stock – 9,600 shares
 
108,384

 
CHATHAM LODGING TRUST
Common stock – 12,200 shares
 
215,696

 
CHEMOURS CO/ THE
Common stock – 4,000 shares
 
112,880

 
CIENA CORP
Common stock – 9,500 shares
 
322,145

 
CIRRUS LOGIC INC
Common stock – 5,800 shares
 
192,444

 
CIT GROUP INC
Common stock – 6,400 shares
 
244,928

 
CITY OFFC REIT INC
Common stock – 15,100 shares
 
154,775

 
CNO FINANCIAL GROUP INC
Common stock – 16,200 shares
 
241,056

 
COMMUNITY TRUST BANCORP INC
Common stock – 700 shares
 
27,727

 
COOPER STANDARD HOLDING INC
Common stock – 2,200 shares
 
136,664

 
CORECIVIC INC
Common stock – 8,000 shares
 
142,640

 
CORENERGY INFRASTR TR INC
Common stock – 4,800 shares
 
158,784

 
CROWN HOLDINGS INC
Common stock – 1,000 shares
 
41,570

 
CUSTOMERS BANCORP INC
Common stock – 7,500 shares
 
136,500

 
DANA INC
Common stock – 8,800 shares
 
119,944

 
DELUXE CORP
Common stock – 4,300 shares
 
165,292

 
DILLARDS INC CL A
Common stock – 2,900 shares
 
174,899


18


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2018




(a)
(b) Identity of issue, borrower, lessor,
or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
(d) Cost**
(e) Current value
 
DIME COMMUNITY BANCSHARES INC
Common stock – 16,200 shares
 
275,076

 
DIODES INC
Common stock – 4,500 shares
 
145,170

 
DOMTAR CORP
Common stock – 7,600 shares
 
266,988

 
EASTMAN CHEMICAL CO
Common stock – 5,900 shares
 
431,349

 
ENTERGY CORP
Common stock – 4,700 shares
 
404,529

 
FEDERAL AGRI MTG NON VTG CL C
Common stock – 4,200 shares
 
253,848

 
FINANCIAL INSTITUTIONS INC
Common stock – 5,000 shares
 
128,500

 
FIRST AMERICAN FINANCIAL CORP
Common stock – 6,400 shares
 
285,696

 
FIRST DEFIANCE FINL CORP
Common stock – 10,000 shares
 
245,100

 
FIRSTENERGY CORP
Common stock – 11,400 shares
 
428,070

 
FLEX LTD
Common stock – 7,960 shares
 
60,576

 
FRANKLIN STREET PPTYS CORP
Common stock – 14,600 shares
 
90,958

 
GATX CORP
Common stock – 400 shares
 
28,324

 
GLOBAL BRASS &COPPER HLDG INC
Common stock – 7,700 shares
 
193,655

 
GOODYEAR TIRE & RUBBER CO
Common stock – 10,000 shares
 
204,100

 
GOVERNMENT PPTYS INCOME TRUST
Common stock – 12,600 shares
 
86,562

 
GREAT SOUTHERN BANCORP INC
Common stock – 4,500 shares
 
207,135

 
HANMI FINANCIAL CORPORATION
Common stock – 4,900 shares
 
96,530

 
HAVERTY FURNITURE COS INC
Common stock – 8,200 shares
 
153,996

 
HAWAIIAN HLDGS INC
Common stock – 5,900 shares
 
155,819

 
HOLLYFRONTIER CORP
Common stock – 3,700 shares
 
189,144

 
HOPE BANCORP INC
Common stock – 16,800 shares
 
199,248

 
HOSPITALITY PROPERTY TR REIT
Common stock – 13,500 shares
 
322,380

 
HUNTINGTON INC W/I
Common stock – 1,140 shares
 
216,953

 
HUNTSMAN CORP
Common stock – 17,900 shares
 
345,291

 
INDUSTRIAL LOGISTICS PPTY TR
Common stock – 7,587 shares
 
149,236

 
JABIL INC
Common stock – 13,400 shares
 
332,186

 
JAZZ PHARMA PLC
Common stock – 700 shares
 
86,772

 
JERNIGAN CAPITAL INC
Common stock – 7,300 shares
 
144,686

 
JETBLUE AIRWAYS CORP
Common stock – 13,500 shares
 
216,810

 
JUNIPER NETWORKS INC
Common stock – 11,700 shares
 
314,847

 
KELLY SERVICES INC CL A
Common stock – 6,500 shares
 
133,120

 
KOHLS CORP
Common stock – 5,300 shares
 
351,602

 
KRATON CORP
Common stock – 5,300 shares
 
115,752

 
LANNETT INC
Common stock – 6,900 shares
 
34,224

 
LANTHEUS HLDGS INC
Common stock – 12,500 shares
 
195,625

 
LAREDO PETROLEUM INC
Common stock – 22,000 shares
 
79,640

 
LAZARD LTD CL A
Common stock – 6,800 shares
 
250,988

 
LEAR CORP NEW
Common stock – 1,800 shares
 
221,148


19


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2018




(a)
(b) Identity of issue, borrower, lessor,
or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
(d) Cost**
(e) Current value
 
LEGG MASON INC
Common stock – 6,400 shares
 
163,264

 
LEXINGTON REALTY TRUST REIT
Common stock – 24,900 shares
 
204,429

 
M D C HOLDINGS INC
Common stock – 9,600 shares
 
269,856

 
MACK CALI REALTY CORP REIT
Common stock – 5,600 shares
 
109,704

 
MAIDEN HLDGS LTD
Common stock – 13,500 shares
 
22,275

 
MALLINCKRODT PLC
Common stock – 7,900 shares
 
124,820

 
MANPOWERGROUP INC
Common stock – 4,400 shares
 
285,120

 
MCDERMOTT INTL INC
Common stock – 14,000 shares
 
91,560

 
MEDICAL PPTY TR INC
Common stock – 22,100 shares
 
355,368

 
MERITOR INC
Common stock – 18,000 shares
 
304,380

 
MGIC INVESTMENT CORP
Common stock – 30,100 shares
 
314,846

 
MICHAEL KORS HOLDINGS LTD
Common stock – 5,200 shares
 
197,184

 
MILLER HERMAN INC
Common stock – 9,800 shares
 
296,450

 
MURPHY USA INC
Common stock – 400 shares
 
30,656

 
NAVIENT CORP
Common stock – 16,900 shares
 
148,889

 
NCR CORP
Common stock – 6,500 shares
 
150,020

 
NELNET INC CL A
Common stock – 3,000 shares
 
157,020

 
NEW MOUNTAIN FINANCE CORP
Common stock – 16,800 shares
 
211,344

 
NEWFIELD EXPLORATION CO
Common stock – 9,300 shares
 
136,338

 
NEWTEK BUSINESS SERVICES CORP
Common stock – 9,100 shares
 
158,704

 
OFFICE DEPOT INC
Common stock – 41,700 shares
 
107,586

 
OMEGA HEALTHCARE INVESTORS INC
Common stock – 7,000 shares
 
246,050

 
ON SEMICONDUCTOR CORP
Common stock – 21,900 shares
 
361,569

 
OSHKOSH CORP
Common stock – 3,300 shares
 
202,323

 
OWENS AND MINOR INC
Common stock – 9,100 shares
 
57,603

 
OWENS CORNING INC
Common stock – 6,700 shares
 
294,666

 
OWENS ILLINOIS INC
Common stock – 14,200 shares
 
244,808

 
PACKAGING CORP OF AMERICA
Common stock – 1,200 shares
 
100,152

 
PBF ENERGY INC CL A
Common stock – 9,200 shares
 
300,564

 
PENNANTPARK INVESTMENT CORP
Common stock – 23,300 shares
 
148,421

 
PENSKE AUTOMOTIVE GROUP INC
Common stock – 4,300 shares
 
173,376

 
PIEDMONT OFFICE REALTY TRUST A
Common stock – 9,900 shares
 
168,696

 
PROSPECT CAPITAL CORP FD
Common stock – 27,200 shares
 
171,632

 
PULTEGROUP INC
Common stock – 6,300 shares
 
163,737

 
RADIAN GROUP INC
Common stock – 12,000 shares
 
196,320

 
REGAL BELOIT CORP
Common stock – 3,300 shares
 
231,165

 
REGIONAL MANAGEMENT CORP
Common stock – 6,500 shares
 
156,325

 
REINSURANCE GROUP OF AMERICA
Common stock – 2,300 shares
 
322,529

 
RETAIL VALUE INC
Common stock – 925 shares
 
23,671


20


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2018




(a)
(b) Identity of issue, borrower, lessor,
or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
(d) Cost**
(e) Current value
 
SABRA HEALTHCARE REIT INC
Common stock – 17,079 shares
 
281,462

 
SANMINA CORP
Common stock – 7,900 shares
 
190,074

 
SCANA CORP
Common stock – 3,400 shares
 
162,452

 
SCANSOURCE INC
Common stock – 3,400 shares
 
116,892

 
SELECT INCOME REIT
Common stock – 15,100 shares
 
111,136

 
SIGNET JEWELERS LTD (US)
Common stock – 2,400 shares
 
76,248

 
SITE CENTERS CORP
Common stock – 9,250 shares
 
102,398

 
SONIC AUTOMOTIVE INC CL A
Common stock – 10,100 shares
 
138,976

 
SOUTHWESTERN ENERGY CO
Common stock – 32,000 shares
 
109,120

 
SPIRIT AEROSYSTEM HLD INC CL A
Common stock – 5,800 shares
 
418,122

 
SPIRIT MTA REIT W/I
Common stock – 3,030 shares
 
21,604

 
SPIRIT RLTY CAP INC
Common stock – 6,060 shares
 
213,615

 
STEELCASE INC CLASS A
Common stock – 18,600 shares
 
275,838

 
STONERIDGE INC
Common stock – 5,400 shares
 
133,110

 
SYNNEX CORP
Common stock – 1,313 shares
 
106,143

 
TCF FINANCIAL CORPORATION
Common stock – 21,000 shares
 
409,290

 
THE CHILDRENS PLACE INC
Common stock – 500 shares
 
45,045

 
TOWER INTERNATIONAL INC
Common stock – 8,400 shares
 
199,920

 
TRINSEO SA
Common stock – 6,000 shares
 
274,680

 
TRITON INTERNATIONAL LTD
Common stock – 4,004 shares
 
124,404

 
TTM TECHNOLOGIES INC
Common stock – 17,700 shares
 
172,221

 
UNITED RENTALS INC
Common stock – 2,400 shares
 
246,072

 
UNITED STATES STEEL CORP
Common stock – 4,600 shares
 
83,904

 
UNITED THERAPEUTICS CORP DEL
Common stock – 2,300 shares
 
250,470

 
UNUM GROUP
Common stock – 9,300 shares
 
273,234

 
US SILICA HOLDINGS INC
Common stock – 5,600 shares
 
57,008

 
VEREIT INC
Common stock – 38,900 shares
 
278,135

 
VILLAGE SUPER MKT INC CL A NEW
Common stock – 6,700 shares
 
179,158

 
VISHAY INTERTECHNOLOGY INC
Common stock – 16,100 shares
 
289,961

 
VOYA FINANCIAL INC
Common stock – 4,800 shares
 
192,672

 
W&T OFFSHORE INC
Common stock – 27,800 shares
 
114,536

 
WABASH NATIONAL CORP
Common stock – 12,600 shares
 
164,808

 
WALKER & DUNLOP INC
Common stock – 3,800 shares
 
164,350

 
WASHINGTON PRIME GROUP INC
Common stock – 42,200 shares
 
205,092

 
WEIS MARKETS INC
Common stock – 3,800 shares
 
181,564

 
WESTROCK CO
Common stock – 5,800 shares
 
219,008

 
WHIRLPOOL CORP
Common stock – 1,100 shares
 
117,557

 
WILLIAMS-SONOMA INC
Common stock – 3,900 shares
 
196,755

 
WORLD FUEL SERVICES CORP
Common stock – 5,500 shares
 
117,755


21


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2018




(a)
(b) Identity of issue, borrower, lessor,
or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
(d) Cost**
(e) Current value
 
WYNDHAM DESTINATIONS INC
Common stock – 2,000 shares
 
71,680

 
XEROX CORP
Common stock – 8,825 shares
 
174,382

 
ZIONS BANCORP
Common stock – 6,100 shares
 
248,514

 
 
 
 
 
 
T. Rowe Price U.S. Large-Cap Core Growth Equity Portfolio:
 
 
 
Interest-bearing Cash:
 
 
 
BROWN BROTHERS HARRIMAN
Short-term bank deposit
 
328,394

 
Registered Investment Company:
 
 
*
T ROWE PRICE
T Rowe Price Government Reserve Fund - 676,010 shares
 
676,010

 
Common Stock:
 
 
 
ABBOTT LABORATORIES
Common stock – 9,580 shares
 
692,921

 
ACTIVISION BLIZZARD INC
Common stock – 7,222 shares
 
336,329

 
AGILENT TECHNOLOGIES INC
Common stock – 2,403 shares
 
162,106

 
AIR PRODUCTS & CHEMICALS INC
Common stock – 1,088 shares
 
174,134

 
ALASKA AIR GROUP INC
Common stock – 4,210 shares
 
256,179

 
ALEXION PHARMACEUTICALS INC
Common stock – 12,839 shares
 
1,250,005

 
ALIBABA GROUP HLD LTD SPON ADR
Common stock – 44,834 shares
 
6,145,396

 
ALPHABET INC CL A
Common stock – 3,313 shares
 
3,461,953

 
ALPHABET INC CL C
Common stock – 9,005 shares
 
9,325,668

 
AMAZON.COM INC
Common stock – 13,998 shares
 
21,024,576

 
AMERICAN AIRLINES GROUP INC
Common stock – 9,049 shares
 
290,563

 
AMERICAN INTERNATIONAL GROUP
Common stock – 7,294 shares
 
287,457

 
AMERICAN TOWER CORP
Common stock – 451 shares
 
71,344

 
AMERIPRISE FINANCIAL INC
Common stock – 86 shares
 
8,976

 
ANT INTL CO CLASS C PP
Common stock – 82,535 shares
 
463,021

 
ANTHEM INC
Common stock – 12,123 shares
 
3,183,864

 
APPLE INC
Common stock – 6,558 shares
 
1,034,459

 
APTIV PLC
Common stock – 16,492 shares
 
1,015,412

 
AUTOMATIC DATA PROCESSING INC
Common stock – 1,300 shares
 
170,456

 
BALL CORP
Common stock – 7,943 shares
 
365,219

 
BECTON DICKINSON & CO
Common stock – 18,682 shares
 
4,209,428

 
BIOGEN INC
Common stock – 16 shares
 
4,815

 
BOEING CO
Common stock – 25,044 shares
 
8,076,690

 
BROADCOM INC
Common stock – 694 shares
 
176,470

 
CANADIAN PAC RAILWAY LTD
Common stock – 2,754 shares
 
489,165

 
CANADIAN PACIFIC RAIL LTD (US)
Common stock – 468 shares
 
83,126

 
CELGENE CORP
Common stock – 133 shares
 
8,524

 
CENTENE CORP
Common stock – 10,121 shares
 
1,166,951

 
CHUBB LTD
Common stock – 2,900 shares
 
374,622


22


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2018




(a)
(b) Identity of issue, borrower, lessor,
or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
(d) Cost**
(e) Current value
 
CIGNA CORP
Common stock – 19,129 shares
 
3,632,980

 
CINTAS CORP
Common stock – 1,316 shares
 
221,075

 
CITIGROUP INC
Common stock – 700 shares
 
36,442

 
CONSTELLATION BRANDS INC CL A
Common stock – 500 shares
 
80,410

 
CORNING INC
Common stock – 1,454 shares
 
43,925

 
COSTAR GROUP INC
Common stock – 479 shares
 
161,586

 
CSX CORP
Common stock – 14,103 shares
 
876,219

 
CTRIP.COM INTL LTD ADR
Common stock – 400 shares
 
10,824

 
DANAHER CORP
Common stock – 20,900 shares
 
2,155,208

 
DELTA AIR INC
Common stock – 17,896 shares
 
893,010

 
DOLLAR GENERAL CORP
Common stock – 19,234 shares
 
2,078,811

 
DOWDUPONT INC
Common stock – 800 shares
 
42,784

 
ELECTRONIC ARTS INC
Common stock – 1,954 shares
 
154,190

 
FACEBOOK INC CL A
Common stock – 61,455 shares
 
8,056,136

 
FERRARI NV
Common stock – 2,119 shares
 
210,713

 
FIDELITY NATL INFORM SVCS INC
Common stock – 11,183 shares
 
1,146,817

 
FISERV INC
Common stock – 20,427 shares
 
1,501,180

 
FLEETCOR TECHNOLOGIES INC
Common stock – 1,880 shares
 
349,154

 
FORTIVE CORP
Common stock – 11,736 shares
 
794,058

 
GLOBAL PAYMENTS INC
Common stock – 22,338 shares
 
2,303,718

 
GOLDMAN SACHS GROUP INC
Common stock – 100 shares
 
16,705

 
HARRIS CORP
Common stock – 6,095 shares
 
820,692

 
HCA HEALTHCARE INC
Common stock – 4,351 shares
 
541,482

 
HILTON WORLDWIDE HOLDINGS INC
Common stock – 10,802 shares
 
775,584

 
HONEYWELL INTL INC
Common stock – 9,357 shares
 
1,236,247

 
HUMANA INC
Common stock – 4,711 shares
 
1,349,607

 
IAC/INTERACTIVECORP
Common stock – 2,700 shares
 
494,208

 
IHS MARKIT LTD
Common stock – 1,000 shares
 
47,970

 
ILLUMINA INC
Common stock – 836 shares
 
250,741

 
INTERCONTINENTAL EXCHANGE INC
Common stock – 20,987 shares
 
1,580,951

 
INTUIT INC
Common stock – 17,280 shares
 
3,401,568

 
INTUITIVE SURGICAL INC
Common stock – 7,513 shares
 
3,598,126

 
JPMORGAN CHASE & CO
Common stock – 7,433 shares
 
725,609

 
KANSAS CITY SOUTHERN
Common stock – 977 shares
 
93,255

 
L3 TECHNOLOGIES INC
Common stock – 207 shares
 
35,948

 
LAM RESEARCH CORP
Common stock – 250 shares
 
34,043

 
LILLY (ELI) & CO
Common stock – 13,423 shares
 
1,553,310

 
MARRIOTT INTERNATIONAL INC A
Common stock – 11,828 shares
 
1,284,048

 
MARSH & MCLENNAN COS INC
Common stock – 4,379 shares
 
349,225


23


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2018




(a)
(b) Identity of issue, borrower, lessor,
or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
(d) Cost**
(e) Current value
 
MASTERCARD INC CL A
Common stock – 32,236 shares
 
6,081,321

 
MAXIM INTEGRATED PRODUCTS INC
Common stock – 18,184 shares
 
924,656

 
MCDONALDS CORP
Common stock – 5,596 shares
 
993,682

 
MERCK & CO INC NEW
Common stock – 11,602 shares
 
886,509

 
MICROCHIP TECHNOLOGY
Common stock – 408 shares
 
29,343

 
MICROSOFT CORP
Common stock – 118,902 shares
 
12,076,876

 
MORGAN STANLEY
Common stock – 56,693 shares
 
2,247,877

 
MOTOROLA SOLUTIONS INC
Common stock – 1,000 shares
 
115,040

 
NETFLIX INC
Common stock – 9,796 shares
 
2,621,997

 
NEXTERA ENERGY
Common stock – 100 shares
 
17,382

 
NORFOLK SOUTHERN CORP
Common stock – 958 shares
 
143,259

 
NORTHERN TRUST CORP
Common stock – 300 shares
 
25,077

 
NORTHROP GRUMMAN CORP
Common stock – 5,924 shares
 
1,450,788

 
NORWEGIAN CRUISE LINE HLGS LTD
Common stock – 4,887 shares
 
207,160

 
NVIDIA CORP
Common stock – 4,545 shares
 
606,758

 
PAYPAL HLDGS INC
Common stock – 42,829 shares
 
3,601,491

 
PFIZER INC
Common stock – 5,000 shares
 
218,250

 
PHILIP MORRIS INTL INC
Common stock – 335 shares
 
22,365

 
PROGRESSIVE CORP OHIO
Common stock – 3,960 shares
 
238,907

 
RAYMOND JAMES FINANCIAL INC.
Common stock – 2,881 shares
 
214,375

 
RED HAT INC
Common stock – 2,035 shares
 
357,427

 
RESTAURANT BRANDS INTRNTNL INC
Common stock – 10,418 shares
 
544,861

 
ROPER TECHNOLOGIES INC
Common stock – 5,903 shares
 
1,573,268

 
ROSS STORES INC
Common stock – 22,687 shares
 
1,887,558

 
ROYAL CARIBBEAN CRUISES LTD
Common stock – 10,318 shares
 
1,008,997

 
S&P GLOBAL INC
Common stock – 3,371 shares
 
572,868

 
SALESFORCE.COM INC
Common stock – 31,957 shares
 
4,377,150

 
SCHWAB CHARLES CORP
Common stock – 40,067 shares
 
1,663,983

 
SEMPRA ENERGY
Common stock – 2,510 shares
 
271,557

 
SERVICENOW INC
Common stock – 19,962 shares
 
3,554,234

 
SHERWIN WILLIAMS CO
Common stock – 1,173 shares
 
461,529

 
SPLUNK INC
Common stock – 8,914 shares
 
934,633

 
STATE STREET CORP
Common stock – 2,282 shares
 
143,926

 
STRYKER CORP
Common stock – 25,962 shares
 
4,069,544

 
TD AMERITRADE HOLDING CORP
Common stock – 64,535 shares
 
3,159,634

 
TENCENT HOLDINGS LTD
Common stock – 118,600 shares
 
4,755,814

 
TESLA INC
Common stock – 7,580 shares
 
2,522,624

 
TEXAS INSTRUMENTS INC
Common stock – 11,083 shares
 
1,047,344

 
THE BOOKING HOLDINGS INC
Common stock – 3,638 shares
 
6,266,164


24


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2018




(a)
(b) Identity of issue, borrower, lessor,
or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
(d) Cost**
(e) Current value
 
THERMO FISHER SCIENTIFIC INC
Common stock – 10,351 shares
 
2,316,450

 
ULTA BEAUTY INC
Common stock – 530 shares
 
129,765

 
UNION PACIFIC CORP
Common stock – 2,421 shares
 
334,655

 
UNITED CONTINENTAL HLDGS INC
Common stock – 12,535 shares
 
1,049,556

 
UNITEDHEALTH GROUP INC
Common stock – 27,222 shares
 
6,781,545

 
VERTEX PHARMACEUTICALS INC
Common stock – 21,386 shares
 
3,543,874

 
VISA INC CL A
Common stock – 55,745 shares
 
7,354,995

 
VMWARE INC CL A
Common stock – 6,533 shares
 
895,870

 
WELLCARE HEALTH PLANS INC
Common stock – 4,572 shares
 
1,079,403

 
WILLIS TOWERS WATSON PLC
Common stock – 10,947 shares
 
1,662,411

 
WORKDAY INC CL A
Common stock – 15,462 shares
 
2,468,972

 
WORLDPAY INC
Common stock – 13,768 shares
 
1,052,288

 
WYNN RESORTS LTD
Common stock – 257 shares
 
25,420

 
XILINX INC
Common stock – 4,926 shares
 
419,547

 
XYLEM INC
Common stock – 1,600 shares
 
106,752

 
YUM BRANDS INC
Common stock – 10,245 shares
 
941,720

 
ZOETIS INC CL A
Common stock – 2,000 shares
 
171,080

 
 
 
 
 
 
William Blair U.S. Small/Mid Cap Growth Equity Portfolio:
 
 
 
Interest-bearing Cash:
 
 
 
BROWN BROTHERS HARRIMAN
Short-term bank deposit
 
1,619,700

 
Common Stock:
 
 
 
2U INC
Common stock – 8,715 shares
 
433,310

 
ADTALEM GLOBAL EDUCATION INC
Common stock – 24,802 shares
 
1,173,631

 
ASPEN TECHNOLOGIES
Common stock – 7,546 shares
 
620,130

 
AXALTA COATING SYSTEMS LTD
Common stock – 18,515 shares
 
433,621

 
BALL CORP
Common stock – 29,632 shares
 
1,362,479

 
BOOZ ALLEN HAMILTON HLDG CL A
Common stock – 29,755 shares
 
1,341,058

 
BRIGHTSPHERE INVT GROUP PLC
Common stock – 23,608 shares
 
252,133

 
BURLINGTON STORES INC
Common stock – 6,802 shares
 
1,106,481

 
BWX TECHNOLOGIES INC
Common stock – 32,417 shares
 
1,239,302

 
CABLE ONE INC W/I
Common stock – 450 shares
 
369,045

 
CAMBREX CORP
Common stock – 13,494 shares
 
509,533

 
CATALENT INC
Common stock – 22,723 shares
 
708,503

 
CBOE GLOBAL MARKETS INC
Common stock – 13,796 shares
 
1,349,663

 
CELANESE CORP
Common stock – 8,800 shares
 
791,736

 
CENTENNIAL RESOURCE DEV INC A
Common stock – 22,256 shares
 
245,261

 
COLLIERS INTL GROUP INC (US)
Common stock – 5,244 shares
 
288,630

 
COPART INC
Common stock – 34,075 shares
 
1,628,104


25


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2018




(a)
(b) Identity of issue, borrower, lessor,
or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
(d) Cost**
(e) Current value
 
COSTAR GROUP INC
Common stock – 4,366 shares
 
1,472,826

 
DEXCOM INC
Common stock – 7,253 shares
 
868,909

 
DOMINOS PIZZA INC
Common stock – 3,401 shares
 
843,414

 
EAST WEST BANCORP INC
Common stock – 6,951 shares
 
302,577

 
ENCOMPASS HEALTH CORP
Common stock – 16,685 shares
 
1,029,465

 
ENCORE CAP GROUP INC
Common stock – 16,076 shares
 
377,786

 
EURONET WORLDWIDE INC
Common stock – 12,712 shares
 
1,301,455

 
EXACT SCIENCES CORP
Common stock – 13,052 shares
 
823,581

 
FIRSTCASH INC
Common stock – 10,600 shares
 
766,910

 
FIRSTSERVICE CORP (US)
Common stock – 7,893 shares
 
540,513

 
FORTINET INC
Common stock – 9,629 shares
 
678,171

 
GENESEE & WYOMING INC CL A
Common stock – 8,163 shares
 
604,225

 
GLAUKOS CORP
Common stock – 13,836 shares
 
777,168

 
GODADDY INC CL A
Common stock – 12,914 shares
 
847,417

 
GRAND CANYON EDUCATION INC
Common stock – 9,525 shares
 
915,734

 
GUIDEWIRE SOFTWARE INC
Common stock – 6,411 shares
 
514,355

 
HEALTHCARE SERVICES GROUP INC
Common stock – 21,780 shares
 
875,120

 
HEICO CORP CL A
Common stock – 14,558 shares
 
917,154

 
HILTON GRAND VACATIONS INC
Common stock – 16,751 shares
 
442,059

 
HORIZON PHARMA PLC
Common stock – 36,699 shares
 
717,099

 
INOGEN INC
Common stock – 3,295 shares
 
409,140

 
INSULET CORP
Common stock – 11,585 shares
 
918,922

 
J2 GLOBAL INC
Common stock – 7,278 shares
 
504,948

 
JONES LANG LASALLE INC
Common stock – 4,269 shares
 
540,455

 
LAMB WESTON HOLDINGS INC
Common stock – 6,356 shares
 
467,547

 
LIGAND PHARMACEUTICALS
Common stock – 5,358 shares
 
727,081

 
LIVE NATION ENTERTAINMENT INC
Common stock – 23,701 shares
 
1,167,274

 
MARTIN MARIETTA MATERIALS INC
Common stock – 6,377 shares
 
1,096,015

 
MAXLINEAR INC
Common stock – 13,534 shares
 
238,198

 
MIDDLEBY CORP
Common stock – 8,060 shares
 
828,004

 
NATIONAL INSTRUMENT CORP
Common stock – 14,662 shares
 
665,362

 
NICE LTD SPON ADR
Common stock – 5,973 shares
 
646,338

 
NOVANTA INC
Common stock – 5,654 shares
 
356,202

 
NU SKIN ENTERPRISES INC CL A
Common stock – 6,715 shares
 
411,831

 
PARSLEY ENERGY INC CL A
Common stock – 20,109 shares
 
321,342

 
PENUMBRA INC
Common stock – 4,358 shares
 
532,548

 
PORTOLA PHARMACEUTICALS INC
Common stock – 13,264 shares
 
258,913

 
PURE STORAGE INC CL A
Common stock – 50,625 shares
 
814,050

 
RITCHIE BROS AUCTIONEERS (USA)
Common stock – 18,791 shares
 
614,842


26


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2018




(a)
(b) Identity of issue, borrower, lessor,
or similar party
(c) Description of investment including maturity date,
rate of interest, collateral, par, or maturity value
(d) Cost**
(e) Current value
 
ROGERS CORP
Common stock – 8,098 shares
 
802,188

 
SABRE CORP
Common stock – 29,844 shares
 
645,824

 
SITEONE LANDSCAPE SUPPLY INC
Common stock – 7,546 shares
 
417,067

 
SIX FLAGS ENTERTAINMENT CORP
Common stock – 14,142 shares
 
786,719

 
TELEDYNE TECHNOLOGIES INC
Common stock – 4,877 shares
 
1,009,880

 
TELEFLEX INC
Common stock – 4,209 shares
 
1,087,942

 
TORO CO
Common stock – 6,379 shares
 
356,459

 
TRANSUNION
Common stock – 17,388 shares
 
987,638

 
TREX CO INC
Common stock – 9,417 shares
 
558,993

 
UNIVERSAL ELECTRONICS INC
Common stock – 7,425 shares
 
187,704

 
VAIL RESORTS INC
Common stock – 4,485 shares
 
945,528

 
VEEVA SYS INC CL A
Common stock – 12,541 shares
 
1,120,162

 
VIRTU FINANCIAL INC CL A
Common stock – 21,766 shares
 
560,692

 
WEIGHT WATCHERS INTL INC
Common stock – 9,480 shares
 
365,454

 
WEST PHARMACEUTICAL SVCS INC
Common stock – 4,394 shares
 
430,744

 
WEX INC
Common stock – 4,506 shares
 
631,110

 
 
 
 
357,299,538

 
 
 
 
 
*
Self-Directed Brokerage Fund
A self-directed brokerage fund allowing participants to invest in a wide array of securities including but not limited to publicly traded stocks, mutual funds, exchange-traded funds, bonds, certificates of deposit, and money market funds at their discretion.
 
77,671,401

 
 
 
 
 
 
 
Investments (at fair value)
 
1,258,236,161

 
 
 
 
 
*
Participant Loans
Loans extended to participants at interest rates of 4.25% to 10.5%
 
22,444,423

 
 
 
 
 
 
 
 
 
$
1,280,680,584


*Party-in-interest
**Column not applicable for participant-directed investments .

27




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
THE WILLIAMS INVESTMENT PLUS PLAN
(Name of Plan)
/s/Robert Biffle        
Robert Biffle
Chairman, Administrative Committee
The Williams Companies, Inc.
Date: June 13, 2019


28




EXHIBIT INDEX


Exhibit
No.
 
                                                                 Description                                                               
23
 
Consent of Independent Registered Public Accounting Firm
 
 
 
 
 
 
 
 
 
 
 
 


29
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