Obbligazione Williamson Group 3.5% ( US969457BX79 ) in USD

Williamson Group

100 USD ▲

Stati Uniti

US969457BX79 ( in USD )

3.5% per anno ( pagato 2 volte l'anno)

15/11/2030

Prospetto opuscolo dell'obbligazione Williams Companies US969457BX79 en USD 3.5%, scadenza 15/11/2030

2 000 USD

1 000 000 000 USD

969457BX7

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/11/2026 ( In 136 giorni )

Williams Companies è una società americana operante nel settore energetico, specializzata nel trasporto e nella lavorazione di gas naturale e liquidi naturali.

The Obbligazione issued by Williamson Group ( United States ) , in USD, with the ISIN code US969457BX79, pays a coupon of 3.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/11/2030

The Obbligazione issued by Williamson Group ( United States ) , in USD, with the ISIN code US969457BX79, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Williamson Group ( United States ) , in USD, with the ISIN code US969457BX79, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-223149
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Title of each class of
Amount to be
offering price
aggregate offering
Amount of
securities offered

registered

per security

price
registration fee(1)
3.500% Senior Notes due 2030

$1,000,000,000
99.495%

$994,950,000

$129,144.51

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 22, 2018)
$1,000,000,000

3.500% Senior Notes due 2030

We are offering $1,000,000,000 aggregate principal amount of our 3.500% senior notes due 2030 (the "notes"). The notes will pay interest
semi-annually in cash in arrears on May 15 and November 15 of each year, beginning on November 15, 2020. At any time prior to August 15,
2030, we may redeem some or all of the notes at the "make-whole" price, plus accrued and unpaid interest, if any, to, but not including, the
redemption date. At any time on or after August 15, 2030, we may redeem some or all of the notes at a redemption price equal to 100% of the
principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. See
"Description of the Notes -- Optional Redemption."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior
unsecured indebtedness. The notes will be effectively subordinated to all of our future secured indebtedness and will be structurally subordinated
to all existing and future indebtedness and other obligations of our subsidiaries, including trade payables. The notes will rank senior to all of our
future subordinated indebtedness.
Investing in our notes involves risks. Please read "Risk Factors" beginning on page S-6 of this prospectus
supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the
contrary is a criminal offense.

Per note

Total

Public offering price(1)

99.495%
$994,950,000
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Underwriting discount and commissions

0.650%
$
6,500,000
Proceeds to The Williams Companies, Inc. (before expenses)

98.845%
$988,450,000

(1)
Plus accrued interest from May 14, 2020, if settlement occurs after that date.
The underwriters expect to deliver the notes on or about May 14, 2020, through the book-entry facilities of The Depository Trust Company
and its direct and indirect participants, including Euroclear Banking S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, S.A.

Joint Book Running Managers

J.P. Morgan

Deutsche Bank Securities

Morgan Stanley
Scotiabank
Wells Fargo Securities

BBVA CIBC Capital Markets
PNC Capital Markets LLC
RBC Capital Markets
SMBC Nikko

US Bancorp

Co-Managers

Barclays

BofA Securities

BOK Financial Securities, Inc.
Citigroup
Credit Agricole CIB

Credit Suisse

Mizuho Securities
MUFG
SunTrust Robinson Humphrey

TD Securities

Tuohy Brothers
Prospectus Supplement dated May 12, 2020
Table of Contents
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes.
The second part is the accompanying base prospectus, which gives more general information, some of which may not apply to this offering of the
notes. Generally, when we refer only to the "prospectus," we are referring to both parts combined. If the information about the offering of the notes
varies between this prospectus supplement and the accompanying base prospectus, you should rely on the information in this prospectus
supplement.
Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be
deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other
subsequently filed document that is also incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so
modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
Please read "Where You Can Find More Information" on page S-53 of this prospectus supplement.
Neither we nor the underwriters have authorized anyone to provide you with additional or different information or to make representations
other than those contained or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us. Neither
we nor the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give
you. We are offering to sell the notes, and seeking offers to buy the notes, only in jurisdictions where offers and sales are permitted. You should
not assume that the information contained in this prospectus supplement, the accompanying base prospectus or any free writing prospectus is
accurate as of any date other than the dates shown in these documents or that any information we have incorporated by reference herein is accurate
as of any date other than the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects
may have changed since such dates.

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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

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Page
FORWARD-LOOKING STATEMENTS
S-iii
CERTAIN DEFINITIONS
S-vi
SUMMARY
S-1
RISK FACTORS
S-6
USE OF PROCEEDS
S-23
CAPITALIZATION
S-24
DESCRIPTION OF THE NOTES
S-26
DESCRIPTION OF OTHER INDEBTEDNESS
S-40
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-42
UNDERWRITING
S-47
LEGAL MATTERS
S-52
EXPERTS
S-52
WHERE YOU CAN FIND MORE INFORMATION
S-53
INCORPORATION BY REFERENCE
S-53
Prospectus

Page
ABOUT THIS PROSPECTUS

1
ABOUT THE WILLIAMS COMPANIES, INC.

2
RISK FACTORS

2
WHERE YOU CAN FIND MORE INFORMATION

2
INCORPORATION BY REFERENCE

3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

4
USE OF PROCEEDS

6
RATIO OF EARNINGS TO FIXED CHARGES

6
DESCRIPTION OF DEBT SECURITIES

7
DESCRIPTION OF CAPITAL STOCK

15
DESCRIPTION OF PURCHASE CONTRACTS

19
DESCRIPTION OF WARRANTS

19
DESCRIPTION OF UNITS

20
SELLING SECURITYHOLDERS

21
LEGAL MATTERS

21
EXPERTS

21

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Table of Contents
FORWARD-LOOKING STATEMENTS
Certain matters discussed in this prospectus supplement and the documents incorporated herein by reference, excluding historical
information, include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements relate to
anticipated financial performance, management's plans and objectives for future operations, business prospects, outcome of regulatory
proceedings, market conditions, and other matters as discussed below. We make these forward-looking statements in reliance on the safe harbor
protections provided under the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical facts, included in this prospectus supplement that address activities, events, or
developments that we expect, believe or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking
statements can be identified by various forms of words such as "anticipates," "believes," "seeks," "could," "may," "should," "continues,"
"estimates," "expects," "forecasts," "intends," "might," "goals," "objectives," "targets," "planned," "potential," "projects," "scheduled," "will,"
"assumes," "guidance," "outlook," "in-service date," or other similar expressions. These forward-looking statements are based on management's
beliefs and assumptions and on information currently available to management and include, among others, statements regarding:

·
levels of dividends to Williams stockholders;

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·
future credit ratings of Williams and its affiliates;

·
amounts and nature of future capital expenditures;

·
expansion and growth of our business and operations;

·
expected in-service dates for capital projects;

·
financial condition and liquidity;

·
business strategy;

·
cash flow from operations or results of operations;

·
seasonality of certain business components;

·
natural gas, natural gas liquids and crude oil prices, supply, and demand;

·
demand for our services; and.

·
the impact of the novel coronavirus (COVID-19) pandemic.
Forward-looking statements are based on numerous assumptions, uncertainties and risks that could cause future events or results to be
materially different from those stated or implied in this prospectus supplement or in the documents incorporated herein by reference. You should
carefully consider the risk factors discussed below in addition to the other information in this prospectus supplement and in the documents
incorporated herein by reference. If any of the following risks were actually to occur, our business, results of operations and financial condition
could be materially adversely affected. In that case, we might not be able to pay interest on, and the principal of, the notes, and holders of the notes
could lose all or part of their investment. Many of the factors that will determine these results are beyond our ability to control or predict. Specific
factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:

·
availability of supplies, market demand, and volatility of prices;

·
development and rate of adoption of alternative energy sources;

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·
the impact of existing and future laws and regulations, the regulatory environment, environmental liabilities, and litigation, as well as

our ability to obtain necessary permits and approvals, and achieve favorable rate proceeding outcomes;

·
our exposure to the credit risk of our customers and counterparties;

·
our ability to acquire new businesses and assets and successfully integrate those operations and assets into existing businesses as well

as successfully expand our facilities, and to consummate asset sales on acceptable terms;

·
whether we are able to successfully identify, evaluate, and timely execute our capital projects and investment opportunities;

·
the strength and financial resources of our competitors and the effects of competition;

·
the amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;

·
whether we will be able to effectively execute our financing plan;

·
increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social, and governance practices;

·
the physical and financial risks associated with climate change;

·
the impact of operational and developmental hazards and unforeseen interruptions;

·
the risks resulting from outbreaks or other public health crises, including the novel coronavirus (COVID-19);

·
risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;

·
acts of terrorism, cybersecurity incidents, and related disruptions;

·
our costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;

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·
changes in maintenance and construction costs, as well as our ability to obtain sufficient construction-related inputs including skilled

labor;

·
inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and

the impact of these events on customers and suppliers);

·
risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by

nationally recognized credit rating agencies, and the availability and cost of capital;

·
the ability of the members of the Organization of Petroleum Exporting Countries and other oil exporting nations to agree to and

maintain oil price and production controls and the impact on domestic production;

·
changes in the current geopolitical situation;

·
whether we are able to pay current and expected levels of dividends; and

·
additional risks described in our filings with the Securities and Exchange Commission (the "SEC").
Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking
statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update
the above list or to announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.

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In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from
those statements of intention set forth in or incorporated into this prospectus supplement. Such changes in our intentions may also cause our results
to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.
Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed
above, that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include the risks set
forth under the caption "Risk Factors" in this prospectus supplement.

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CERTAIN DEFINITIONS
As used in this prospectus supplement, unless the context otherwise requires or indicates:
"Northwest Pipeline" refers to Northwest Pipeline, LLC.
"Partially Owned Entities" refers to entities in which we do not own a 100 percent ownership interest and which, as of March 31, 2020, we
account for as an equity-method investment, including principally the following:
Aux Sable: Aux Sable Liquid Products LP
Brazos Permian II: Brazos Permian II, LLC
Caiman II: Caiman Energy II, LLC
Discovery: Discovery Producer Services LLC
Gulfstream: Gulfstream Natural Gas System, L.L.C.
Jackalope: Jackalope Gas Gathering Services, L.L.C., which was sold in April 2019
Laurel Mountain: Laurel Mountain Midstream, LLC
OPPL: Overland Pass Pipeline Company LLC
RMM: Rocky Mountain Midstream Holdings LLC
"Transco" refers to Transcontinental Gas Pipe Line Company, LLC.
"Williams Partners" and "WPZ" refer to Williams Partners L.P. Effective August 10, 2018, we completed our merger with WPZ, pursuant to
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which we acquired all outstanding common units of WPZ held by others and Williams continued as the surviving entity.
"Williams," "we," "our," "us" and like terms refer to The Williams Companies, Inc. and its subsidiaries.
"WPZ Merger" refers to the August 10, 2018, merger transactions pursuant to which we acquired all outstanding common units of WPZ held
by others, merged WPZ into Williams, and Williams continued as the surviving entity.
In addition, our industry uses many terms and acronyms that may not be familiar to you. To assist you in reading this prospectus supplement,
we have provided below definitions of some of these terms.
British Thermal Unit (Btu): A unit of energy needed to raise the temperature of one pound of water by one degree Fahrenheit.
FERC: Federal Energy Regulatory Commission.
Fractionation: The process by which a mixed stream of natural gas liquids is separated into its constituent products, such as ethane, propane
and butane.
LNG: Liquefied natural gas; natural gas which has been liquefied at cryogenic temperatures.
NGLs: Natural gas liquids; natural gas liquids result from natural gas processing and crude oil refining and are used as petrochemical
feedstocks, heating fuels, and gasoline additives, among other applications.
NGL margins: NGL revenues less Btu replacement cost, plant fuel, transportation and fractionation.
Throughput: The volume of product transported or passing through a pipeline, plant, terminal or other facility.

S-vi
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SUMMARY
This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement and the
accompanying base prospectus. It does not contain all of the information that you should consider before making an investment decision. You
should read the entire prospectus supplement, the accompanying base prospectus and the documents incorporated by reference for a more
complete understanding of this offering of the notes. Please read "Risk Factors" beginning on page S-6 of this prospectus supplement for
information regarding risks you should consider before investing in the notes.
The Williams Companies, Inc.
We are an energy infrastructure company committed to be the leader in providing infrastructure that safely delivers natural gas products
to reliably fuel the clean energy economy. We have operations in 15 supply areas that provide natural gas gathering, processing, and
transmission services and natural gas liquids fractionation, transportation, and storage services to more than 600 customers. We own an
interest in and operate over 30,000 miles of pipelines, 28 processing facilities, 7 fractionation facilities, and approximately 23 million barrels
of NGL storage capacity, handling approximately 30 percent of the nation's natural gas volumes.
Effective January 1, 2020, following an organizational realignment, our interstate natural gas pipeline Northwest Pipeline, which was
reported within the West reporting segment throughout 2019, is now managed within the Transmission & Gulf of Mexico reporting segment
(previously identified as the Atlantic-Gulf reporting segment). Consistent with the manner in which our chief operating decision maker
evaluates performance and allocates resources, our operations are conducted, managed, and presented within the following reportable
segments: Transmission & Gulf of Mexico, Northeast G&P, and West. All remaining business activities as well as corporate activities are
included in Other. See our Current Report on Form 8-K filed with the SEC on May 4, 2020, incorporated by reference herein.
Recent Developments
COVID-19
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The outbreak of novel coronavirus (COVID-19) has severely impacted global economic activity and caused significant volatility and
negative pressure in financial markets. We are monitoring the COVID-19 pandemic and are taking steps intended to protect the safety of our
customers, employees and communities, and to support the continued delivery of safe and reliable service to our customers and the
communities we serve. We cannot predict the extent or duration of the outbreak or its effects on the global, national, or local economy, the
capital markets, or our customers. We are continuing to monitor developments with respect to the outbreak and note the following:

·
Our financial condition, results of operations, and liquidity have not been materially impacted by direct effects of COVID-19.

·
We believe we have the ability to access the debt market, if necessary, and continue to have significant levels of unused capacity

on our revolving credit facility.

·
We have implemented remote working arrangements where possible and restricted business-related travel. Implementation of

these measures has not required material expenditures or significantly impacted our ability to operate our business.

·
Our remote working arrangements have not significantly impacted our internal controls over financial reporting and disclosure

controls and procedures.

S-1
Table of Contents
See "Risk Factors--Risks Related to Our Business--We face risks related to the COVID-19 pandemic and other health epidemics."
Crude Oil Price Decline
In recent months, crude oil prices have decreased as a result of surplus supply and weakened demand caused by the COVID-19
pandemic. In addition, in early March, Saudi Arabia announced that it would cut export prices and increase production, contributing to a sharp
decline in crude oil prices. The significant decline in crude oil prices has also impacted NGL prices. While our businesses do not have direct
exposure to crude oil prices, the combined impacts of the crude oil price decline on our industry and the financial market declines driven by
COVID-19 have impacted us as follows:

·
The publicly traded price for our common stock (NYSE: WMB) declined 40 percent during the first quarter of 2020, including a
26 percent decline in the month of March. As a result, our board of directors approved a limited duration shareholder rights

agreement. (See Note 10 Stockholders' Equity in the Notes to the Consolidated Financial Statements included in our Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 4, 2020 (the "Q1 2020 Form
10-Q"), incorporated herein by reference.)

·
Driven by the decline in our market capitalization and the underlying decrease in fair value of our Northeast G&P reporting unit,

we recognized a $187 million impairment of goodwill during the first quarter of 2020. (See Note 11 Fair Value Measurements
and Guarantees in the Notes to the Consolidated Financial Statements included in our Q1 2020 Form 10-Q.)

·
The same economic conditions impacted the fair value of certain of our equity-method investments, resulting in $938 million of

other-than-temporary impairments of these investments in the first quarter of 2020. (See Note 11 Fair Value Measurements and
Guarantees in the Notes to the Consolidated Financial Statements included in our Q1 2020 Form 10-Q.)
Considering the decline in crude oil prices, we note the following about our businesses:

·
Our interstate natural gas transmission businesses are fully contracted under long-term firm reservation contracts with high credit

quality customers and are not exposed to crude oil prices.

·
We believe counterparty credit concerns in our gathering and processing business are significantly mitigated by the physical

nature of our services, where we gather at the wellhead and are therefore critical to a producer's ability to move product to
market.

·
Our on-shore natural gas gathering and processing businesses are substantially focused on gas-directed drilling basins rather than
oil, with a broad diversity of basins and customers served. Further, a decline in oil drilling would be expected to result in less

associated natural gas production, which could drive more demand for natural gas produced from the gas-directed basins we
serve.

·
Our deepwater transportation business is supported mostly by major oil producers with a long-cycle perspective.
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Transco Notes Offering
On May 8, 2020, Transco completed an offering of $1.2 billion aggregate principal amount of its senior notes consisting of $700 million
aggregate principal amount of 3.250% senior notes due 2030 and $500 million aggregate principal amount of 3.950% senior notes due 2050
(together, the "Transco Notes" and such offering, the "Transco Notes Offering"). The net proceeds of the Transco Notes Offering, after
deducting the initial purchasers' discount and offering expenses payable by Transco, were approximately $1.18 billion, and are expected to be
used for general corporate purposes, including the funding of capital expenditures.

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Table of Contents
Principal Executive Offices and Internet Address
Our principal executive offices are located at One Williams Center, Tulsa, Oklahoma 74172-0172, and our telephone number is
(918) 573-2000. Our website is located at http://www.williams.com. We make our periodic reports and other information filed with or
furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable after those reports and other information
are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this
prospectus supplement or the accompanying base prospectus and does not constitute a part of this prospectus supplement or the accompanying
base prospectus.

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Table of Contents
THE OFFERING

Issuer
The Williams Companies, Inc.

Notes Offered
$1,000,000,000 aggregate principal amount of 3.500% senior notes due 2030.

Maturity
The notes will mature on November 15, 2030.

Interest
The interest rate on the notes shall be 3.500%.

Interest Payment Dates
Interest on the notes will be payable semi-annually in arrears on May 15 and November
15, beginning on November 15, 2020, and will be payable to holders of record at the
close of business on the May 1 or November 1 immediately preceding the interest
payment date (whether or not a business day).

Optional Redemption
At any time prior to August 15, 2030 (three months prior to the maturity date of the
notes), we may redeem some or all of the notes at the "make whole" redemption price
described in "Description of Notes--Optional Redemption," plus accrued and unpaid
interest, if any, to, but not including, the applicable redemption date.
At any time on or after August 15, 2030, we may redeem some or all of the notes at a
redemption price equal to 100% of the principal amount of the notes to be redeemed,
plus accrued and unpaid interest, if any, to, but not including, the redemption date.

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Ranking
The notes will be our senior unsecured obligations and will rank equally in right of
payment with all of our existing and future senior unsecured indebtedness. The notes
will be effectively subordinated to all of our existing and future secured indebtedness
and will be structurally subordinated to all existing and future indebtedness and other
obligations of our subsidiaries, including trade payables. The notes will rank senior to
all of our future subordinated indebtedness.

As of March 31, 2020, as adjusted for the Transco Notes Offering and the repayment of
approximately $1.7 billion of outstanding indebtedness under our $4.5 billion credit
facility on May 11, 2020, we had outstanding indebtedness of approximately
$22.0 billion, approximately $5.8 billion of which consisted of indebtedness of our

subsidiaries. Following the repayment of approximately $1.7 billion of outstanding
indebtedness under our $4.5 billion credit facility on May 11, 2020, borrowing capacity
under our credit facility as of May 11, 2020 was $4.5 billion, and we had no commercial
paper outstanding under our $4.0 billion commercial paper program as of March 31,
2020.

Certain Covenants
We will issue the notes under a supplemental indenture to the base indenture dated as of
December 18, 2012, between us and The Bank of New York Mellon Trust Company,
N.A., as trustee. We refer to the

S-4
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supplemental indenture and the base indenture collectively as the "indenture." The

indenture will contain limitations on, among other things:

· the incurrence of liens on assets to secure debt; and

· certain mergers or consolidations and transfers of assets.

These covenants are subject to exceptions. See "Description of the Notes -- Certain

Covenants."

Use of Proceeds
The net proceeds from this offering of notes will be approximately $986 million after
deducting the estimated underwriting discount and commissions and offering expenses
payable by us. We intend to use the net proceeds of this offering to repay our
$600 million of 4.125% Senior Notes due 2020 and for general corporate purposes. See
"Use of Proceeds."

Form and Denomination
The notes will be represented by one or more global notes. The global notes will be
deposited with the trustee, as custodian for The Depository Trust Company ("DTC").

Ownership of beneficial interests in the global notes will be shown on, and transfers of
such interests will be effected only through, records maintained in book-entry form by

DTC and its direct and indirect participants, including Euroclear Banking S.A./N.V., as
operator of the Euroclear System, and Clearstream Banking, S.A.

The notes will be issued in minimum denominations of $2,000 and in integral multiples

of $1,000 in excess thereof.

Absence of Public Trading Market
The notes will be a new issue of securities for which there is currently no market. We do
not intend to apply for the notes to be listed on any securities exchange or to arrange for
any quotation system to quote them. Accordingly, there can be no assurance that a
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liquid market for the notes will develop or be maintained. See "Risk Factors" in this
prospectus supplement.

Governing Law
The notes and the indenture will be governed by the laws of the State of New York.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Risk Factors
See "Risk Factors" beginning on page S-6 and the other information included in, or
incorporated by reference into, this prospectus supplement and the accompanying base
prospectus for a discussion of certain factors you should carefully consider before
deciding to invest in the notes.

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Table of Contents
RISK FACTORS
An investment in our notes involves risks. Before you invest in the notes, you should carefully consider the following risk factors, together
with all of the other information included in this prospectus supplement, the accompanying base prospectus and the documents incorporated herein
by reference in evaluating an investment in the notes. If any of the risks discussed below or in the foregoing documents were actually to occur, our
business, prospects, financial condition, results of operations, cash flows and, in some cases, our reputation, could be materially adversely
affected. In that case, we might not be able to pay interest on, or the principal of, the notes. In any such case, you may lose all or part of your
original investment and not realize any return that you may have expected thereon. See "Certain Definitions" for definitions of certain terms used
in this section.
Risks Related to the Notes
Restrictions in our debt agreements and the amount of our indebtedness may affect our future financial and operating flexibility.
Our total outstanding long-term debt (including current portion) as of March 31, 2020, was $22.5 billion (or $22.0 billion, as adjusted to give
effect to the Transco Notes Offering and the repayment of approximately $1.7 billion of outstanding indebtedness under our $4.5 billion credit
facility on May 11, 2020), and borrowing capacity under our credit facility was $4.5 billion as of May 11, 2020.
The agreements governing our indebtedness contain covenants that restrict our and our material subsidiaries' ability to incur certain liens to
support indebtedness and our ability to merge or consolidate or sell all or substantially all of our assets in certain circumstances. In addition, certain
of our debt agreements contain various covenants that restrict or limit, among other things, our ability to make certain distributions during the
continuation of an event of default, the ability of our subsidiaries to incur additional debt, and our, and our material subsidiaries', ability to enter
into certain affiliate transactions and certain restrictive agreements. Certain of our debt agreements also contain, and those we enter into in the
future may contain, financial covenants, and other limitations with which we will need to comply.
Our debt service obligations and the covenants described above could have important consequences. For example, they could:

·
make it more difficult for us to satisfy our obligations with respect to the notes and our other indebtedness, which could in turn result

in an event of default on such other indebtedness or the notes;

·
impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate

purposes, or other purposes;

·
diminish our ability to withstand a continued or future downturn in our business or the economy generally;

·
require us to dedicate a substantial portion of our cash flow from operations to debt service payments, thereby reducing the

availability of cash for working capital, capital expenditures, acquisitions, the payments of dividends, general corporate purposes, or
other purposes; and

·
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, including limiting

our ability to expand or pursue our business activities and preventing us from engaging in certain transactions that might otherwise be
considered beneficial to us.
https://www.sec.gov/Archives/edgar/data/107263/000119312520141739/d911972d424b2.htm[5/14/2020 8:30:37 AM]

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