WPZ » Topics » General

These excerpts taken from the WPZ 10-K filed Feb 26, 2009.
GENERAL
 
We are a publicly-traded Delaware limited partnership formed by The Williams Companies, Inc. (Williams) in February 2005 to own, operate and acquire a diversified portfolio of complementary energy assets. We gather, transport, process and treat natural gas and fractionate and store NGLs. Fractionation is the process by which a mixed stream of NGLs is separated into its constituent products, such as ethane, propane and butane. These NGLs result from natural gas processing and crude oil refining and are used as petrochemical feedstocks, heating fuels and gasoline additives, among other applications.
 
Operations of our businesses are located in the United States. We manage our business and analyze our results of operations on a segment basis. Our operations are divided into three business segments:
 
  •  Gathering and Processing — West.  This segment includes a 100% interest in Williams Four Corners LLC (Four Corners) and ownership interests in Wamsutter, consisting of (i) 100% of the Class A limited liability company membership interests and (ii) 65% of the Class C limited liability company membership interests in Wamsutter (together, the Wamsutter Ownership Interests). Four Corners owns an approximate 3,800-mile natural gas gathering system, including three natural gas processing plants and two natural gas treating plants, located in the San Juan Basin in Colorado and New Mexico. Wamsutter owns an approximate 1,800-mile natural gas gathering system, including a natural gas processing plant, located in the Washakie Basin in Wyoming. The Four Corners and Wamsutter assets


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  generate revenues by providing natural gas gathering, transporting, processing and treating services to customers under a range of contractual arrangements.
 
  •  Gathering and Processing — Gulf.  This segment includes our equity investment in Discovery and the Carbonate Trend gathering pipeline. We own a 60% interest in Discovery, which is operated by Williams. Discovery owns an integrated natural gas gathering and transportation pipeline system extending from offshore in the Gulf of Mexico to its natural gas processing plant and NGL fractionator in Louisiana. Our Carbonate Trend gathering pipeline is a sour gas gathering pipeline off the coast of Alabama. These assets generate revenues by providing natural gas gathering, transporting and processing services and integrated natural gas fractionating services to customers under a range of contractual arrangements.
 
  •  NGL Services.  This segment includes three integrated NGL storage facilities and a 50% undivided interest in an NGL fractionator near Conway, Kansas. These assets generate revenues by providing stand-alone NGL fractionation and storage services using various fee-based contractual arrangements where we receive a fee or fees based on actual or contracted volumetric measures.
 
Our assets were owned by Williams prior to the initial public offering (IPO) of our common units in August 2005, our acquisition of Four Corners in 2006, our acquisition of an additional 20% ownership percentage of Discovery in 2007 and our acquisition of the Wamsutter Ownership Interests in 2007. Williams indirectly owns an approximate 21.6% limited partnership interest in us and all of our 2% general partner interest.
 
Williams is an integrated energy company with 2008 revenues in excess of $12.4 billion that trades on the New York Stock Exchange under the symbol “WMB.” Williams operates in a number of segments of the energy industry, including natural gas exploration and production, interstate natural gas transportation and midstream services. Williams has been in the midstream natural gas and NGL industry for more than 20 years.
 
Our principal executive offices are located at One Williams Center, Tulsa, Oklahoma 74172. Our telephone number is 918-573-2000.
 
GENERAL


 



We are a publicly-traded Delaware limited partnership formed by
The Williams Companies, Inc. (Williams) in February 2005 to own,
operate and acquire a diversified portfolio of complementary
energy assets. We gather, transport, process and treat natural
gas and fractionate and store NGLs. Fractionation is the process
by which a mixed stream of NGLs is separated into its
constituent products, such as ethane, propane and butane. These
NGLs result from natural gas processing and crude oil refining
and are used as petrochemical feedstocks, heating fuels and
gasoline additives, among other applications.


 



Operations of our businesses are located in the United States.
We manage our business and analyze our results of operations on
a segment basis. Our operations are divided into three business
segments:


 
















  • 

Gathering and Processing —
West.
  This segment includes a 100% interest in
Williams Four Corners LLC (Four Corners) and ownership interests
in Wamsutter, consisting of (i) 100% of the Class A
limited liability company membership interests and (ii) 65%
of the Class C limited liability company membership
interests in Wamsutter (together, the Wamsutter Ownership
Interests). Four Corners owns an approximate 3,800-mile natural
gas gathering system, including three natural gas processing
plants and two natural gas treating plants, located in the
San Juan Basin in Colorado and New Mexico. Wamsutter owns
an approximate 1,800-mile natural gas gathering system,
including a natural gas processing plant, located in the
Washakie Basin in Wyoming. The Four Corners and Wamsutter assets





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generate revenues by providing natural gas gathering,
transporting, processing and treating services to customers
under a range of contractual arrangements.


 


























  • 

Gathering and Processing —
Gulf.
  This segment includes our equity investment
in Discovery and the Carbonate Trend gathering pipeline. We own
a 60% interest in Discovery, which is operated by Williams.
Discovery owns an integrated natural gas gathering and
transportation pipeline system extending from offshore in the
Gulf of Mexico to its natural gas processing plant and NGL
fractionator in Louisiana. Our Carbonate Trend gathering
pipeline is a sour gas gathering pipeline off the coast of
Alabama. These assets generate revenues by providing natural gas
gathering, transporting and processing services and integrated
natural gas fractionating services to customers under a range of
contractual arrangements.
 
  • 

NGL Services.  This segment includes three
integrated NGL storage facilities and a 50% undivided interest
in an NGL fractionator near Conway, Kansas. These assets
generate revenues by providing stand-alone NGL fractionation and
storage services using various fee-based contractual
arrangements where we receive a fee or fees based on actual or
contracted volumetric measures.


 



Our assets were owned by Williams prior to the initial public
offering (IPO) of our common units in August 2005, our
acquisition of Four Corners in 2006, our acquisition of an
additional 20% ownership percentage of Discovery in 2007 and our
acquisition of the Wamsutter Ownership Interests in 2007.
Williams indirectly owns an approximate 21.6% limited
partnership interest in us and all of our 2% general partner
interest.


 



Williams is an integrated energy company with 2008 revenues in
excess of $12.4 billion that trades on the New York Stock
Exchange under the symbol “WMB.” Williams operates in
a number of segments of the energy industry, including natural
gas exploration and production, interstate natural gas
transportation and midstream services. Williams has been in the
midstream natural gas and NGL industry for more than
20 years.


 



Our principal executive offices are located at One Williams
Center, Tulsa, Oklahoma 74172. Our telephone number is
918-573-2000.


 




General
 
Our operation of pipelines, plants and other facilities for gathering, transporting, processing and treating or storing natural gas, NGLs and other products is subject to stringent and complex federal, state, and local laws and regulations relating to the protection of the environment. As such, you should not rely on the following discussion of certain laws and regulations as an exhaustive review of all regulatory considerations affecting our operations.
 
As with the industry generally, compliance with existing and anticipated laws and regulations increases our overall cost of business, including our capital costs to construct, maintain, operate and upgrade equipment and facilities. While these laws and regulations carry costs, we believe that they do not affect our competitive position because our competitors are similarly affected. We believe that our operations are in material compliance with applicable environmental laws and regulations. However, these laws and regulations are subject to frequent change by regulatory authorities, and we are unable to predict the ongoing cost to us of complying with these laws and regulations or the future impact of these laws and regulations on our operations. Please read “Risk Factors — Our operations are subject to governmental laws and regulations related to the protection of the environment, which may expose us to significant costs and liabilities.”
 
In the omnibus agreement executed in connection with our initial public offering (IPO), Williams agreed to indemnify us in an aggregate amount not to exceed $14.0 million, including any amounts recoverable under our insurance policy covering remediation costs and unknown claims at Conway for certain environmental noncompliance and remediation liabilities associated with the assets transferred to us and occurring or existing before the closing date of our initial public offering. This indemnification obligation terminated three years after the closing of our IPO, except in the case of the remediation costs associated with Consent Orders issued by the Kansas Department of Health and Environment (KDHE). Please read “— Kansas Department of Health and Environment Obligations.” Pursuant to the purchase and sale agreements by which we acquired Four Corners and the Wamsutter Ownership Interests, Williams agreed to indemnify us against certain losses resulting from, among other things, Williams’ failure to disclose a violation of any environmental law by Four Corners or Wamsutter or relating to their assets, operations or businesses that occurred prior to the respective closings.


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General


 



Our operation of pipelines, plants and other facilities for
gathering, transporting, processing and treating or storing
natural gas, NGLs and other products is subject to stringent and
complex federal, state, and local laws and regulations relating
to the protection of the environment. As such, you should not
rely on the following discussion of certain laws and regulations
as an exhaustive review of all regulatory considerations
affecting our operations.


 



As with the industry generally, compliance with existing and
anticipated laws and regulations increases our overall cost of
business, including our capital costs to construct, maintain,
operate and upgrade equipment and facilities. While these laws
and regulations carry costs, we believe that they do not affect
our competitive position because our competitors are similarly
affected. We believe that our operations are in material
compliance with applicable environmental laws and regulations.
However, these laws and regulations are subject to frequent
change by regulatory authorities, and we are unable to predict
the ongoing cost to us of complying with these laws and
regulations or the future impact of these laws and regulations
on our operations. Please read “Risk Factors —
Our operations are subject to governmental laws and regulations
related to the protection of the environment, which may expose
us to significant costs and liabilities.”


 



In the omnibus agreement executed in connection with our initial
public offering (IPO), Williams agreed to indemnify us in an
aggregate amount not to exceed $14.0 million, including any
amounts recoverable under our insurance policy covering
remediation costs and unknown claims at Conway for certain
environmental noncompliance and remediation liabilities
associated with the assets transferred to us and occurring or
existing before the closing date of our initial public offering.
This indemnification obligation terminated three years after the
closing of our IPO, except in the case of the remediation costs
associated with Consent Orders issued by the Kansas Department
of Health and Environment (KDHE). Please read
“— Kansas Department of Health and Environment
Obligations.” Pursuant to the purchase and sale agreements
by which we acquired Four Corners and the Wamsutter Ownership
Interests, Williams agreed to indemnify us against certain
losses resulting from, among other things, Williams’
failure to disclose a violation of any environmental law by Four
Corners or Wamsutter or relating to their assets, operations or
businesses that occurred prior to the respective closings.





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These excerpts taken from the WPZ 10-K filed Feb 26, 2008.
General
 
Our operation of pipelines, plants and other facilities for gathering, transporting, processing and treating or storing natural gas, NGLs and other products is subject to stringent and complex federal, state, and local laws and regulations relating to the protection of the environment. As such, you should not rely on the following discussion of certain laws and regulations as an exhaustive review of all regulatory considerations affecting our operations.
 
As with the industry generally, compliance with existing and anticipated laws and regulations increases our overall cost of business, including our capital costs to construct, maintain, operate and upgrade equipment and facilities. While these laws and regulations carry costs, we believe that they do not affect our competitive position because our competitors are similarly affected. We believe that our operations are in material compliance with applicable environmental laws and regulations. However, these laws and regulations are subject to frequent change by regulatory authorities and we are unable to predict the ongoing cost to us of complying with these laws and regulations or the future impact of these laws and regulations on our operations. Please read “Risk Factors — Our operations are subject to governmental laws and regulations related to the protection of the environment, which may expose us to significant costs and liabilities.”
 
In the omnibus agreement executed in connection with our IPO, Williams agreed to indemnify us in an aggregate amount not to exceed $14.0 million, including any amounts recoverable under our insurance policy covering remediation costs and unknown claims at Conway, generally for three years after the closing of our initial public offering in August 2005, for certain environmental noncompliance and remediation liabilities associated with the assets transferred to us and occurring or existing before the closing date of our initial public offering. Pursuant to the purchase and sale agreements by which we acquired Four Corners and the Wamsutter Ownership Interests, Williams agreed to indemnify us against certain losses resulting from, among other things, Williams’ failure to disclose a violation of any environmental law by Four Corners or Wamsutter or relating to their assets, operations or businesses that occurred prior to the respective closings.


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Table of Contents

General


 



Our operation of pipelines, plants and other facilities for
gathering, transporting, processing and treating or storing
natural gas, NGLs and other products is subject to stringent and
complex federal, state, and local laws and regulations relating
to the protection of the environment. As such, you should not
rely on the following discussion of certain laws and regulations
as an exhaustive review of all regulatory considerations
affecting our operations.


 



As with the industry generally, compliance with existing and
anticipated laws and regulations increases our overall cost of
business, including our capital costs to construct, maintain,
operate and upgrade equipment and facilities. While these laws
and regulations carry costs, we believe that they do not affect
our competitive position because our competitors are similarly
affected. We believe that our operations are in material
compliance with applicable environmental laws and regulations.
However, these laws and regulations are subject to frequent
change by regulatory authorities and we are unable to predict
the ongoing cost to us of complying with these laws and
regulations or the future impact of these laws and regulations
on our operations. Please read “Risk Factors —
Our operations are subject to governmental laws and regulations
related to the protection of the environment, which may expose
us to significant costs and liabilities.”


 



In the omnibus agreement executed in connection with our IPO,
Williams agreed to indemnify us in an aggregate amount not to
exceed $14.0 million, including any amounts recoverable
under our insurance policy covering remediation costs and
unknown claims at Conway, generally for three years after the
closing of our initial public offering in August 2005, for
certain environmental noncompliance and remediation liabilities
associated with the assets transferred to us and occurring or
existing before the closing date of our initial public offering.
Pursuant to the purchase and sale agreements by which we
acquired Four Corners and the Wamsutter Ownership Interests,
Williams agreed to indemnify us against certain losses resulting
from, among other things, Williams’ failure to disclose a
violation of any environmental law by Four Corners or Wamsutter
or relating to their assets, operations or businesses that
occurred prior to the respective closings.





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Table of Contents







This excerpt taken from the WPZ 10-K filed Feb 28, 2007.
General
 
Our operation of pipelines, plants and other facilities for gathering, transporting, processing and treating or storing natural gas, NGLs and other products is subject to stringent and complex federal, state, and local laws and regulations governing the discharge of materials into the environment, or otherwise relating to the protection of the environment. Due to the myriad of complex federal, state and local laws and regulations that may affect us, directly or indirectly, you should not rely on the following discussion of certain laws and regulations as an exhaustive review of all regulatory considerations affecting our operations.
 
As with the industry generally, compliance with existing and anticipated laws and regulations increases our overall cost of business, including our capital costs to construct, maintain, and upgrade equipment and facilities. While these laws and regulations affect our maintenance capital expenditures and net income, we believe that they do not affect our competitive position in that the operations of our competitors are similarly affected. We believe that our operations are in material compliance with applicable environmental laws and regulations. However, these laws and regulations are subject to frequent, and often times more stringent, change by regulatory authorities and we are unable to predict the ongoing cost to us of complying with these laws and regulations or the future impact of these laws and regulations on our operations. Violation of environmental laws, regulations and permits can result in the imposition of significant administrative, civil and criminal penalties, remedial obligations, injunctions and construction bans or delays. A discharge of hydrocarbons or hazardous substances into the environment could, to the extent the event is not insured, subject us to substantial expense, including both the cost to comply with applicable laws and regulations and claims made by neighboring landowners and other third parties for personal injury and property damage.


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We or the entities in which we own an interest inspect the pipelines regularly using equipment rented from third party suppliers. Third parties also assist us in interpreting the results of the inspections.
 
In the omnibus agreement executed in connection with our IPO, Williams agreed to indemnify us in an aggregate amount not to exceed $14.0 million, including any amounts recoverable under our insurance policy covering remediation costs and unknown claims at Conway, generally for three years after the closing of our initial public offering in August 2005, for certain environmental noncompliance and remediation liabilities associated with the assets transferred to us and occurring or existing before the closing date of our initial public offering.
 

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