Document

 
 
 
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, 2016
 
   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


 
 
Audited financial statements
 
 
 
 
 
 
 
 
 
Supplemental schedule
 
 
 
 
 
 
 
EX – 23
 
 
 




Report of Independent Registered Public Accounting Firm
The Administrative Committee
The Williams Investment Plus Plan

We have audited the accompanying statements of net assets available for benefits of The Williams Investment Plus Plan as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plan’s Administrative Committee. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Plan’s Administrative Committee, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of The Williams Investment Plus Plan at December 31, 2016 and 2015, and the changes in its net assets available for benefits for the year ended December 31, 2016, in conformity with U.S. generally accepted accounting principles.
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2016, has been subjected to audit procedures performed in conjunction with the audit of The Williams Investment Plus Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s Administrative Committee. 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 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
Tulsa, Oklahoma
June 8, 2017

1



THE WILLIAMS INVESTMENT PLUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2016 and 2015




 
2016
 
2015
Assets:
 
 
 
Investments (at fair value)
$
1,201,355,403

 
$
1,167,811,786

Notes receivable from participants
22,950,039

 
23,277,897

Non-interest bearing cash
3,906,095

 

Receivables
2,384,976

 
27,075

Due from Fidelity Management Trust Company
204,989

 
283,061

 
 
 
 
Total assets (at fair value)
1,230,801,502

 
1,191,399,819

 
 
 
 
Liabilities:
 
 
 
Accrued liabilities
(683,390
)
 
(119,975
)
 
 
 
 
Total liabilities
(683,390
)
 
(119,975
)
 
 
 
 
Net assets available for benefits
$
1,230,118,112

 
$
1,191,279,844

 
 
 
 
        













See accompanying notes.

2


THE WILLIAMS INVESTMENT PLUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, 2016



 
 
Additions to net assets:
 
   Contributions:
 
Participant
$
53,974,481

Employer
34,481,871

Rollovers
6,620,620

 Total contributions
95,076,972

 
 
   Net investment income:
 
Net increase in fair value of investments
58,755,684

Dividends
25,162,679

Interest
30,271

Total net investment income
83,948,634

 
 
   Interest income on notes receivable from participants
1,007,933

   Revenue sharing credits, net of administrative and investment expenses
221,452

 
 
Total additions to net assets
180,254,991

 
 
Deductions from net assets:
 
Withdrawals
(141,326,208
)
Dividend distributions
(90,515
)
 
 
Total deductions from net assets
(141,416,723
)
 
 
Net increase during the year
38,838,268

 
 
Net assets available for benefits at beginning of year
1,191,279,844

 
 
Net assets available for benefits at end of year
$
1,230,118,112

 
 



See accompanying notes.

3

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016



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”), excluding employees represented by certain collective bargaining agreements and certain other employees, 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.


4

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016


The Pre-Tax Account is made up of amounts contributed from the participant’s pre-tax compensation. Each eligible employee participant may contribute from 1 percent to a maximum of 50 percent of their eligible compensation per pay period. The maximum percentage Highly Compensated Employees may contribute is generally a lower percentage as approved by the Administrative Committee. The maximum pre-tax contribution percentage 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 2016.

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.

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, funds comprised of common stock of Chesapeake Energy Company and Seventy Seven Energy Inc., which transferred to the Plan from the Access Midstream Partners GP, LLC 401(k) Savings Plan, are closed to new investments, including contributions and exchanges. Seventy Seven Energy Inc. filed and emerged from Chapter 11 bankruptcy during 2016. Prior to the bankruptcy, any dividend payments received in relation to Seventy Seven Energy Inc. common stock were reinvested in additional shares of common stock. Additionally, dividend payments on the Chesapeake Energy Company common stock, if applicable, are reinvested in additional shares of common stock.


5

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016


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.

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 of such funds.

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.

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.

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 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.


6

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016


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 is totally and permanently disabled or has suffered a financial hardship condition. Upon electing a financial hardship withdrawal, a participant is suspended from participation in the Plan for six months.

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.

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, 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.


7

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016


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 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, except as indicated within this Note. Benefit payments 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, 2016 or 2015. 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.

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.


8

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016


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 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. The Plan’s Level 2 investments primarily consist of corporate bonds. The Plan has no Level 3 investments.

The fair values of common stocks, including 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. 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 of the shares held by the Plan. 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).


9

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016


There have been no significant changes in the preceding valuation methodologies used at December 31, 2016 and 2015. Additionally, there were no significant transfers or reclassifications of investments between Level 1 and Level 2 during 2016. If transfers between levels had occurred, the transfers would have been recognized as of the end of the period.

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. Furthermore, although the Plan’s Administrative Committee believes the valuation methods are appropriate and consistent with other market participants, 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.

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, 2016 and 2015, 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 below 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
2016:
 
 
 
 
 
 
 
Mutual funds
$
143,486,703

 
$

 
$

 
$
143,486,703

Self-directed brokerage fund
73,039,673

 
526,653

 

 
73,566,326

Common stocks
360,929,192

 

 

 
360,929,192

 
$
577,455,568

 
$
526,653

 
$

 
577,982,221

Common/collective trusts
 
623,373,182

Total investments at fair value
 
 
 
 
 
$
1,201,355,403

 
 
 
 
 
 
 
 
2015:
 
 
 
 
 
 
 
Mutual funds
$
990,886,592

 
$

 
$

 
$
990,886,592

Self-directed brokerage fund
63,947,531

 
391,000

 

 
64,338,531

Common stocks
13,843,157

 

 

 
13,843,157

 
$
1,068,677,280

 
$
391,000

 
$

 
1,069,068,280

Common/collective trusts
 
98,743,506

Total investments at fair value
 
 
 
 
 
$
1,167,811,786



10

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016


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.

During 2016, the Plan received revenue sharing credits from FMTC. Revenue sharing credits are refunds of a portion of the revenue Fidelity and other fund managers have received and are generally based on the funds participants have chosen. Certain record keeping fees and other Plan fees are paid through the revenue sharing credit program and offset against the revenue sharing credits. These credits and fees are allocated to eligible participants throughout the year. The revenue sharing credits are reflected net of administrative and investment fees on the Statement of Changes in Net Assets Available for Benefits.

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

11

 
 
 
 
 
 
 
 
 
 
THE WILLIAMS INVESTMENT PLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016


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, 2016 and 2015, there are no uncertain positions taken or expected to be taken.

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:
 
2016
 
2015
Net assets available for benefits per the financial statements
$
1,230,118,112

 
$
1,191,279,844

Amounts allocated to withdrawing participants
(46,639
)
 
(27,075
)
Net assets available for benefits per the Form 5500
$
1,230,071,473

 
$
1,191,252,769


The following is a reconciliation of Net increase during the year per the Statement of Changes in Net Assets Available for Benefits to net income per the Form 5500 for the year ended December 31, 2016:

Net increase during the year
$
38,838,268

Less: Amounts allocated to withdrawing participants at December 31, 2016
(46,639
)
Add: Amounts allocated to withdrawing participants at December 31, 2015
27,075

Net income per Form 5500
$
38,818,704


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, 2016, but not yet paid as of that date.

12

























SUPPLEMENTAL SCHEDULE



13


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2016


(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 – 98,482,516 shares
 
$
98,482,516

*
Fidelity
Fidelity Diversified International Commingled Pool – 6,049,692 shares
 
62,251,328

 
Prudential
Prudential Core Plus Bond Fund Class 5 – 403,713 shares
 
61,069,610

 
Vanguard
Vanguard Target Retirement 2015 Trust II – 222,780 shares
 
6,478,453

 
Vanguard
Vanguard Target Retirement Income Trust II – 554,699 shares
 
17,350,977

 
Vanguard
Vanguard Target Retirement 2020 Trust II – 3,623,240 shares
 
104,458,013

 
Vanguard
Vanguard Target Retirement 2025 Trust II – 1,380,379 shares
 
39,147,541

 
Vanguard
Vanguard Target Retirement 2030 Trust II – 3,504,038 shares
 
97,342,174

 
Vanguard
Vanguard Target Retirement 2035 Trust II – 650,645 shares
 
18,113,961

 
Vanguard
Vanguard Target Retirement 2040 Trust II – 2,219,425 shares
 
62,920,693

 
Vanguard
Vanguard Target Retirement 2045 Trust II – 531,882 shares
 
15,084,181

 
Vanguard
Vanguard Target Retirement 2050 Trust II – 1,151,603 shares
 
32,809,173

 
Vanguard
Vanguard Target Retirement 2055 Trust II – 150,115 shares
 
5,728,403

 
Vanguard
Vanguard Target Retirement 2060 Trust II – 71,016 shares
 
2,136,159

 
 
 
 
623,373,182

 
Registered Investment Companies
 
 
 
PIMCO
PIMCO Real Return Fund Institutional Class – 389,182 shares
 
4,249,870

*
Fidelity
Fidelity U.S. Bond Index Fund Institutional Class – 821,567 shares
 
9,439,801

 
Vanguard
Vanguard Extended Market Index Fund Institutional Shares – 157,893 shares
 
11,481,972

 
Vanguard
Vanguard Institutional Index Fund Institutional Shares – 540,784 shares
 
110,228,067

 
Vanguard
Vanguard Total International Stock Index Fund Institutional Shares – 82,101 shares
 
8,086,993

 
 
 
 
143,486,703
 
 
 
 
 
 
Common Stock, including Warrants
 
 
 
 
Chesapeake Energy Co.
Common stock – 621,239 shares
 
4,361,098

 
Seventy Seven Energy
Common stock – 44,420 shares
 

 
Seventy Seven Energy NEWSERIES B Warrants
Stock warrants – 2,225 shares
 

 
Seventy Seven Energy NEWSERIES C Warrants
Stock warrants – 2,472 shares
 

*
The Williams Companies, Inc.
Common stock – 403,185 shares
 
12,557,997

 
 
 
 
 
 
Common Stock held in separately managed accounts
 
 
 
Delaware U.S. Large Cap Value Equity Portfolio:
 
 
 
ABBOTT LABORATORIES
Common stock – 62,600 shares
 
2,404,466


14


THE WILLIAMS INVESTMENT PLUS PLAN

EIN:  73‑0569878 PLAN:  008
Schedule H, line 4i - Schedule of Assets (held at end of year)
December 31, 2016


(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
 
 
 
 
 
 
ALLSTATE CORPORATION
Common stock – 32,073 shares
 
2,377,251

 
ARCHER DANIELS MIDLAND CO
Common stock – 52,700 shares
 
2,405,755

 
AT&T INC
Common stock – 56,082 shares
 
2,385,167

 
BANK OF NEW YORK MELLON CORP
Common stock – 49,300 shares
 
2,335,834

 
BB&T CORP
Common stock – 51,600 shares
 
2,426,232

 
CA INC
Common stock – 76,200 shares
 
2,420,874

 
CARDINAL HEALTH INC
Common stock – 34,100 shares
 
2,454,177

 
CHEVRON CORP
Common stock – 21,000 shares
 
2,471,700

 
CISCO SYSTEMS INC
Common stock – 80,900 shares
 
2,444,798

 
CONOCOPHILLIPS
Common stock – 48,700 shares
 
2,441,818

 
CVS HEALTH CORP
Common stock – 31,000 shares
 
2,446,210

 
DUPONT (EI) DE NEMOURS & CO
Common stock – 32,400 shares
 
2,378,160

 
EDISON INTL
Common stock – 34,900 shares
 
2,512,451

 
EQUITY RESIDENTIAL REIT
Common stock – 38,500 shares
 
2,477,860

 
EXPRESS SCRIPTS HLDG CO
Common stock – 34,200 shares
 
2,352,618

 
HALLIBURTON CO
Common stock – 44,500 shares
 
2,407,005

 
INTEL CORP
Common stock – 67,900 shares
 
2,462,733

 
JOHNSON & JOHNSON
Common stock – 20,718 shares
 
2,386,921

 
KRAFT HEINZ CO
Common stock – 27,312 shares
 
2,384,884

 
LOWES COS INC
Common stock – 32,200 shares
 
2,290,064

 
MARATHON OIL CORP
Common stock – 82,500 shares
 
1,428,075

 
MARSH & MCLENNAN COS INC
Common stock – 34,900 shares
 
2,358,891

 
MERCK & CO INC NEW
Common stock – 40,300 shares
 
2,372,461

 
MONDELEZ INTERNATIONAL INC
Common stock – 53,323 shares
 
2,363,809

 
NORTHROP GRUMMAN CORP
Common stock – 10,200 shares
 
2,372,316

 
OCCIDENTAL PETROLEUM CORP
Common stock – 34,900 shares
 
2,485,927

 
PFIZER INC
Common stock – 73,713 shares
 
2,394,198

 
QUEST DIAGNOSTICS INC
Common stock – 27,000 shares
 
2,481,300

 
RAYTHEON CO
Common stock – 16,600 shares
 
2,357,200

 
VERIZON COMMUNICATIONS INC
Common stock – 44,622 shares
 
2,381,922

 
WASTE MANAGEMENT INC
Common stock – 34,600 shares
 
2,453,486

 
 
 
 
 
 
LSV U.S. Small/Mid Cap Value Equity Portfolio:
 
 
 
AARONS INC A
Common stock – 7,400 shares
 
236,726

 
AEGEAN MARINE PETROLEUM NETWRK
Common stock – 12,500 shares
 
126,875

 
AIR LEASE CORP CL A
Common stock – 9,100 shares
 
312,403

 
AKORN INC
Common stock – 7,800 shares
 
170,274

 
AMAG PHARMACEUTICALS INC
Common stock – 4,900 shares
 
170,520


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, 2016


(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
 
 
 
 
 
 
AMERICAN FINL GROUP INC OHIO
Common stock – 6,800 shares
 
599,216

 
AMN HEALTHCARE SERVICES INC
Common stock – 6,600 shares
 
253,770

 
ARROW ELECTRONICS INC
Common stock – 4,700 shares
 
335,110

 
ASHFORD HOSPITALITY PRIME INC
Common stock – 11,700 shares
 
159,705

 
ASSURED GUARANTY LTD
Common stock – 7,600 shares
 
287,052

 
AVIS BUDGET GROUP
Common stock – 5,300 shares
 
194,404

 
AXIS CAPITAL HOLDINGS LTD
Common stock – 5,500 shares
 
358,985

 
BANC OF CALIFORNIA INC
Common stock – 10,200 shares
 
176,970

 
BANCO LATINOAMERICANO DE COMER
Common stock – 13,100 shares
 
385,664

 
BEAZER HOMES USA INC
Common stock – 18,500 shares
 
246,050

 
BED BATH & BEYOND INC
Common stock – 7,000 shares
 
284,480

 
BENCHMARK ELECTRONICS INC
Common stock – 13,000 shares
 
396,500

 
BERKSHIRE HILLS BANCORP INC
Common stock – 11,200 shares
 
412,720

 
BIG 5 SPORTING GOODS CORP
Common stock – 7,800 shares
 
135,330

 
BLOCK H & R INC
Common stock – 10,500 shares
 
241,395

 
BLOOMIN BRANDS INC
Common stock – 9,700 shares
 
174,891

 
BUNGE LIMITED
Common stock – 5,900 shares
 
426,216

 
C N A FINANCIAL CORP
Common stock – 16,300 shares
 
676,450

 
CABOT CORP
Common stock – 6,600 shares
 
333,564

 
CAMDEN NATIONAL CORP
Common stock – 7,300 shares
 
324,485

 
CARETRUST REIT INC
Common stock – 15,700 shares
 
240,524

 
CENTENE CORP
Common stock – 3,400 shares
 
192,134

 
CHATHAM LODGING TRUST
Common stock – 11,400 shares
 
234,270

 
CHICAGO BRIDGE & IRON (NY REG)
Common stock – 4,800 shares
 
152,400

 
CIRRUS LOGIC INC
Common stock – 5,800 shares
 
327,932

 
CIT GROUP INC
Common stock – 8,900 shares
 
379,852

 
CITY OFFICE REIT INC
Common stock – 25,600 shares
 
337,152

 
COMMUNITY TRUST BANCORP INC
Common stock – 3,200 shares
 
158,720

 
CONNECTONE BANCORP INC
Common stock – 9,400 shares
 
243,930

 
CONVERGYS CORP
Common stock – 16,700 shares
 
410,152

 
COOPER STANDARD HOLDING INC
Common stock – 3,100 shares
 
320,478

 
CORECIVIC INC
Common stock – 4,800 shares
 
117,408

 
CORENERGY INFRASTR TR INC
Common stock – 4,800 shares
 
167,424

 
CROWN HOLDINGS INC
Common stock – 6,800 shares
 
357,476

 
CUSTOMERS BANCORP INC
Common stock – 7,500 shares
 
268,650

 
DANA INC
Common stock – 12,200 shares
 
231,556

 
DELUXE CORP
Common stock – 4,300 shares
 
307,923

 
DEVRY EDUCATION GROUP INC
Common stock – 6,200 shares
 
193,440

 
DILLARDS INC CL A
Common stock – 2,900 shares
 
181,801

 
DIME COMMUNITY BANCSHARES INC
Common stock – 16,200 shares
 
325,620


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, 2016


(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
 
 
 
 
 
 
DOMTAR CORP
Common stock – 9,200 shares
 
359,076

 
EAST WEST BANCORP INC
Common stock – 4,700 shares
 
238,901

 
EASTMAN CHEMICAL CO
Common stock – 7,400 shares
 
556,554

 
ENTERGY CORP
Common stock – 4,700 shares
 
345,309

 
F5 NETWORKS INC
Common stock – 2,200 shares
 
318,384

 
FEDERAL AGRI MTG NON VTG CL C
Common stock – 4,200 shares
 
240,534

 
FINANCIAL INSTITUTIONS INC
Common stock – 5,000 shares
 
171,000

 
FINISH LINE INC CL A
Common stock – 9,900 shares
 
186,219

 
FIRST AMERICAN FINANCIAL CORP
Common stock – 6,400 shares
 
234,432

 
FIRST DEFIANCE FINL CORP
Common stock – 5,000 shares
 
253,700

 
FIRSTENERGY CORP
Common stock – 18,800 shares
 
582,236

 
FLEX LTD
Common stock – 24,300 shares
 
349,191

 
GATX CORP
Common stock – 5,500 shares
 
338,690

 
GEO GROUP INC
Common stock – 5,000 shares
 
179,650

 
GLOBAL BRASS &COPPER HLDGS INC
Common stock – 7,700 shares
 
264,110

 
GOODYEAR TIRE & RUBBER CO
Common stock – 11,300 shares
 
348,831

 
GOVERNMENT PPTYS INCOME TRUST
Common stock – 15,900 shares
 
303,134

 
GREAT SOUTHERN BANCORP INC
Common stock – 4,500 shares
 
245,925

 
HANMI FINANCIAL CORPORATION
Common stock – 4,900 shares
 
171,010

 
HANOVER INSURANCE GROUP INC
Common stock – 4,200 shares
 
382,242

 
HAVERTY FURNITURE COS INC
Common stock – 8,200 shares
 
194,340

 
HAWAIIAN HLDGS INC
Common stock – 5,900 shares
 
336,300

 
HEALTHSOUTH CORP
Common stock – 6,300 shares
 
259,812

 
HEARTLAND FINANCIAL USA INC
Common stock – 6,200 shares
 
297,600

 
HILL-ROM HOLDINGS INC
Common stock – 3,400 shares
 
190,876

 
HOSPITALITY PROPERTY TR REIT
Common stock – 18,800 shares
 
596,712

 
HUNTSMAN CORP
Common stock – 17,700 shares
 
337,716

 
INDEPENDENCE REALTY TR INC
Common stock – 36,400 shares
 
324,688

 
ITT INC
Common stock – 8,500 shares
 
327,845

 
JABIL CIRCUIT INC
Common stock – 15,500 shares
 
366,885

 
JETBLUE AIRWAYS CORP
Common stock – 13,500 shares
 
302,670

 
JUNIPER NETWORKS INC
Common stock – 13,400 shares
 
378,684

 
KELLY SERVICES INC CL A
Common stock – 6,500 shares
 
148,980

 
KOHLS CORP
Common stock – 5,300 shares
 
261,714

 
KRATON CORP
Common stock – 5,100 shares
 
145,248

 
LANNETT INC
Common stock – 6,900 shares
 
152,145

 
LAZARD LTD CL A
Common stock – 6,000 shares
 
246,540

 
LEAR CORP NEW
Common stock – 2,400 shares
 
317,688

 
LEGG MASON INC
Common stock – 6,400 shares
 
191,424

 
LEXINGTON REALTY TRUST REIT
Common stock – 30,900 shares
 
333,720

 
LIFEPOINT HEALTH INC
Common stock – 6,800 shares
 
386,240


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, 2016


(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
 
 
 
 
 
 
LIONBRIDGE TECHNOLGIES INC
Common stock – 31,844 shares
 
184,695

 
MACK CALI REALTY CORP REIT
Common stock – 8,200 shares
 
237,964

 
MAGICJACK VOCALTEC LTD
Common stock – 16,500 shares
 
113,025

 
MAIDEN HLDGS LTD
Common stock – 28,300 shares
 
493,835

 
MALLINCKRODT PLC
Common stock – 3,000 shares
 
149,460

 
MANPOWERGROUP INC
Common stock – 5,700 shares
 
506,559

 
MCDERMOTT INTL INC
Common stock – 49,600 shares
 
366,544

 
MEDICAL PPTY TR INC
Common stock – 30,800 shares
 
378,840

 
MERITOR INC
Common stock – 18,000 shares
 
223,560

 
MGIC INVESTMENT CORP
Common stock – 34,200 shares
 
348,498

 
MICHAEL KORS HOLDINGS LTD
Common stock – 5,200 shares
 
223,496

 
MILLER HERMAN INC
Common stock – 9,800 shares
 
335,160

 
MONEYGRAM INTERNATIONAL INC
Common stock – 14,200 shares
 
167,702

 
MURPHY OIL CORP
Common stock – 9,400 shares
 
292,622

 
MURPHY USA INC
Common stock – 4,400 shares
 
270,468

 
NAVIENT CORP
Common stock – 16,900 shares
 
277,667

 
NCR CORP
Common stock – 8,700 shares
 
352,872

 
NELNET INC CL A
Common stock – 4,400 shares
 
223,300

 
NETGEAR INC
Common stock – 3,700 shares
 
201,095

 
NEW MOUNTAIN FINANCE CORP
Common stock – 16,800 shares
 
236,880

 
NEWTEK BUSINESS SERVICES CORP
Common stock – 9,100 shares
 
144,690

 
OFFICE DEPOT INC
Common stock – 41,700 shares
 
188,484

 
OMEGA HEALTHCARE INVESTORS INC
Common stock – 10,100 shares
 
315,726

 
OPUS BANK
Common stock – 8,400 shares
 
252,420

 
OWENS CORNING INC
Common stock – 7,700 shares
 
397,012

 
OWENS ILLINOIS INC
Common stock – 14,200 shares
 
247,222

 
PACKAGING CORP OF AMERICA
Common stock – 4,500 shares
 
381,690

 
PAREXEL INTERNATIONAL CORP
Common stock – 2,600 shares
 
170,872

 
PBF ENERGY INC CL A
Common stock – 5,500 shares
 
153,340

 
PENNANTPARK INVESTMENT CORP
Common stock – 23,300 shares
 
178,478

 
PENSKE AUTOMOTIVE GROUP INC
Common stock – 4,300 shares
 
222,912

 
PIEDMONT OFFICE REALTY TRUST A
Common stock – 9,900 shares
 
207,009

 
PROSPECT CAPITAL CORP FD
Common stock – 32,400 shares
 
270,540

 
QORVO INC
Common stock – 3,300 shares
 
174,009

 
RADIAN GROUP INC
Common stock – 14,900 shares
 
267,902

 
REGIONAL MANAGEMENT CORP
Common stock – 6,500 shares
 
170,820

 
REINSURANCE GROUP OF AMERICA
Common stock – 3,800 shares
 
478,154

 
SABRA HEALTHCARE REIT INC
Common stock – 19,700 shares
 
481,074

 
SANDERSON FARMS INC
Common stock – 3,000 shares
 
282,720

 
SANMINA CORP
Common stock – 10,800 shares
 
395,820

 
SCANSOURCE INC
Common stock – 7,200 shares
 
290,520


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, 2016


(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
 
 
 
 
 
 
SCRIPPS NETWORK INTER CL A
Common stock – 4,400 shares
 
314,028

 
SELECT INCOME REIT
Common stock – 18,800 shares
 
473,760

 
SENECA FOODS CORP CL A
Common stock – 6,600 shares
 
264,330

 
SONIC AUTOMOTIVE INC CL A
Common stock – 10,100 shares
 
231,290

 
SPARK ENERGY INC CLASS A
Common stock – 11,500 shares
 
348,450

 
SPIRIT AEROSYSTEM HLD INC CL A
Common stock – 9,200 shares
 
536,820

 
STEELCASE INC CLASS A
Common stock – 18,600 shares
 
332,940

 
STONERIDGE INC
Common stock – 7,900 shares
 
139,751

 
SUCAMPO PHARMACEUTICALS INC
Common stock – 9,400 shares
 
127,370

 
SUPER MICRO COMPUTER INC
Common stock – 7,700 shares
 
215,985

 
SUPREME IND INC CL A
Common stock – 11,500 shares
 
180,550

 
SYNAPTICS INC
Common stock – 2,700 shares
 
144,666

 
TCF FINANCIAL CORPORATION
Common stock – 21,000 shares
 
411,390

 
TESORO CORP
Common stock – 2,600 shares
 
227,370

 
TOWER INTERNATIONAL INC
Common stock – 8,400 shares
 
238,140

 
TRANSOCEAN LTD (USA)
Common stock – 11,200 shares
 
165,088

 
TRINSEO SA
Common stock – 6,000 shares
 
355,800

 
TRIUMPH GROUP INC
Common stock – 5,600 shares
 
148,400

 
TTM TECHNOLOGIES INC
Common stock – 21,500 shares
 
293,045

 
TUTOR PERINI CORP
Common stock – 9,500 shares
 
266,000

 
UNITED NATURAL FOODS INC
Common stock – 6,800 shares
 
324,496

 
UNITED RENTALS INC
Common stock – 3,600 shares
 
380,088

 
UNITED THERAPEUTICS CORP DEL
Common stock – 1,600 shares
 
229,488

 
UNUM GROUP
Common stock – 14,600 shares
 
641,378

 
VILLAGE SUPER MKT INC CL A NEW
Common stock – 6,700 shares
 
207,030

 
VISHAY INTERTECHNOLOGY INC
Common stock – 16,100 shares
 
260,820

 
VISHAY PRECISION GROUP INC
Common stock – 8,800 shares
 
166,320

 
VOYA FINANCIAL INC
Common stock – 5,900 shares
 
231,398

 
WABASH NATIONAL CORP
Common stock – 12,600 shares
 
199,332

 
WALKER & DUNLOP INC
Common stock – 7,500 shares
 
234,000

 
WASHINGTON PRIME GROUP INC
Common stock – 46,800 shares
 
487,188

 
WESCO AIRCRAFT HOLDINGS INC
Common stock – 18,600 shares
 
278,070

 
WILLIAMS-SONOMA INC
Common stock – 3,900 shares
 
188,721

 
WORLD FUEL SERVICES CORP
Common stock – 5,200 shares
 
238,732

 
WYNDHAM WORLDWIDE CORP
Common stock – 4,100 shares
 
313,117

 
XEROX CORP
Common stock – 35,300 shares
 
308,169

 
ZIONS BANCORP
Common stock – 8,900 shares
 
383,056

 
 
 
 
 
 
T. Rowe Price U.S. Large-Cap Core Growth Equity Portfolio:
 
 
 
ACTIVISION BLIZZARD INC
Common stock – 1,400 shares
 
50,554

 
AETNA INC
Common stock – 16,700 shares
 
2,070,967


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, 2016


(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
 
 
 
 
 
 
AGILENT TECHNOLOGIES INC
Common stock – 400 shares
 
18,224

 
ALASKA AIR GROUP INC
Common stock – 17,000 shares
 
1,508,410

 
ALEXION PHARMACEUTICALS INC
Common stock – 15,300 shares
 
1,871,955

 
ALIBABA GROUP HLD LTD SPON ADR
Common stock – 37,800 shares
 
3,319,218

 
ALLERGAN PLC
Common stock – 10,500 shares
 
2,205,105

 
ALPHABET INC CL A
Common stock – 5,700 shares
 
4,516,965

 
ALPHABET INC CL C
Common stock – 10,100 shares
 
7,795,382

 
AMAZON.COM INC
Common stock – 19,700 shares
 
14,772,439

 
AMERICAN AIRLINES GROUP INC
Common stock – 70,000 shares
 
3,268,300

 
AMERICAN TOWER CORP
Common stock – 29,600 shares
 
3,128,128

 
AMERIPRISE FINANCIAL INC
Common stock – 900 shares
 
99,846

 
ANTHEM INC
Common stock – 200 shares
 
28,754

 
AON PLC
Common stock – 600 shares
 
66,918

 
APPLE INC
Common stock – 12,300 shares
 
1,424,586

 
AUTOZONE INC
Common stock – 1,100 shares
 
868,769

 
BAIDU INC SPON ADR
Common stock – 2,900 shares
 
476,789

 
BALL CORP
Common stock – 6,100 shares
 
457,927

 
BANK OF NEW YORK MELLON CORP
Common stock – 22,300 shares
 
1,056,574

 
BARD C R INC
Common stock – 500 shares
 
112,330

 
BECTON DICKINSON & CO
Common stock – 8,100 shares
 
1,340,955

 
BIOGEN INC
Common stock – 6,200 shares
 
1,758,196

 
BLACKROCK INC
Common stock – 900 shares
 
342,486

 
BOEING CO
Common stock – 14,700 shares
 
2,288,496

 
BRISTOL-MYERS SQUIBB CO
Common stock – 12,000 shares
 
701,280

 
BROADCOM LTD
Common stock – 6,600 shares
 
1,166,682

 
CANADIAN PACIFIC RAIL LTD (US)
Common stock – 4,700 shares
 
671,019

 
CARDINAL HEALTH INC
Common stock – 200 shares
 
14,394

 
CELGENE CORP
Common stock – 22,200 shares
 
2,569,650

 
CENTENE CORP
Common stock – 2,800 shares
 
158,228

 
CHARTER COMMUNICATIONS INC A
Common stock – 3,400 shares
 
978,928

 
CHUBB LTD
Common stock – 1,000 shares
 
132,120

 
CIGNA CORP
Common stock – 4,600 shares
 
613,594

 
CITIGROUP INC
Common stock – 8,600 shares
 
511,098

 
CITIZENS FINANCIAL GROUP INC
Common stock – 3,000 shares
 
106,890

 
CME GROUP INC CL A
Common stock – 2,800 shares
 
322,980

 
COACH INC
Common stock – 5,600 shares
 
196,112

 
COMCAST CORP CL A
Common stock – 7,000 shares
 
483,350

 
CONSTELLATION BRANDS INC CL A
Common stock – 3,500 shares
 
536,585


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, 2016


(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
 
 
 
 
 
 
COSTCO WHOLESALE CORP
Common stock – 2,200 shares
 
352,242

 
CTRIP.COM INTL LTD ADR
Common stock – 19,300 shares
 
772,000

 
DANAHER CORP
Common stock – 55,200 shares
 
4,296,768

 
DELPHI AUTOMOTIVE PLC
Common stock – 8,400 shares
 
565,740

 
DELTA AIR INC
Common stock – 7,700 shares
 
378,763

 
DENTSPLY SIRONA INC
Common stock – 1,300 shares
 
75,049

 
DISNEY (WALT) CO
Common stock – 900 shares
 
93,798

 
DOLLAR GENERAL CORP
Common stock – 5,100 shares
 
377,757

 
DOMINOS PIZZA INC
Common stock – 900 shares
 
143,316

 
DR PEPPER SNAPPLE GROUP
Common stock – 400 shares
 
36,268

 
DUPONT (EI) DE NEMOURS & CO
Common stock – 300 shares
 
22,020

 
ECOLAB INC
Common stock – 1,100 shares
 
128,942

 
ELECTRONIC ARTS INC
Common stock – 10,800 shares
 
850,608

 
EQUIFAX INC
Common stock – 449 shares
 
53,085

 
EQUINIX INC
Common stock – 900 shares
 
321,669

 
FACEBOOK INC A
Common stock – 71,100 shares
 
8,180,055

 
FEDEX CORP
Common stock – 6,500 shares
 
1,210,300

 
FERRARI NV
Common stock – 6,300 shares
 
366,282

 
FIDELITY NATL INFORM SVCS INC
Common stock – 7,700 shares
 
582,428

 
FIRST REPUBLIC BANK
Common stock – 854 shares
 
78,688

 
FISERV INC
Common stock – 18,000 shares
 
1,913,040

 
FLEETCOR TECHNOLOGIES INC
Common stock – 1,900 shares
 
268,888

 
FORTIVE CORP
Common stock – 29,400 shares
 
1,576,722

 
GENERAL DYNAMICS CORPORATION
Common stock – 200 shares
 
34,532

 
GLOBAL PAYMENTS INC
Common stock – 500 shares
 
34,705

 
GOLDMAN SACHS GROUP INC
Common stock – 600 shares
 
143,670

 
HANESBRANDS INC
Common stock – 11,900 shares
 
256,683

 
HENRY SCHEIN INC
Common stock – 500 shares
 
75,855

 
HILTON INC
Common stock – 45,600 shares
 
1,240,320

 
HOME DEPOT INC
Common stock – 14,800 shares
 
1,984,384

 
HUMANA INC
Common stock – 5,500 shares
 
1,122,165

 
HUNT J B TRANSPORT SERVICES IN
Common stock – 3,500 shares
 
339,745

 
IHS MARKIT LTD
Common stock – 7,700 shares
 
272,657

 
ILLUMINA INC
Common stock – 88 shares
 
11,267

 
INTERCONTINENTAL EXCHANGE INC
Common stock – 42,600 shares
 
2,403,492

 
INTUIT INC
Common stock – 3,700 shares
 
424,057

 
INTUITIVE SURGICAL INC
Common stock – 2,700 shares
 
1,712,259

 
JOHNSON CONTROLS INTERNATL PLC
Common stock – 8,300 shares
 
341,877


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, 2016


(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
 
 
 
 
 
 
JPMORGAN CHASE & CO
Common stock – 13,100 shares
 
1,130,399

 
KANSAS CITY SOUTHERN
Common stock – 200 shares
 
16,970

 
KRAFT HEINZ CO
Common stock – 400 shares
 
34,928

 
L BRANDS INC
Common stock – 1,100 shares
 
72,424

 
LAS VEGAS SANDS CORP
Common stock – 13,200 shares
 
705,012

 
LILLY (ELI) & CO
Common stock – 4,000 shares
 
294,200

 
LOWES COS INC
Common stock – 23,800 shares
 
1,692,656

 
MARRIOTT INTERNATIONAL INC A
Common stock – 12,800 shares
 
1,058,304

 
MARSH & MCLENNAN COS INC
Common stock – 11,100 shares
 
750,249

 
MASTERCARD INC CL A
Common stock – 47,000 shares
 
4,852,750

 
MCKESSON CORP
Common stock – 100 shares
 
14,045

 
MERCK & CO INC NEW
Common stock – 6,900 shares
 
406,203

 
MGM RESORTS INTERNATIONAL
Common stock – 37,700 shares
 
1,086,891

 
MICROCHIP TECHNOLOGY
Common stock – 1,100 shares
 
70,565

 
MICROSOFT CORP
Common stock – 101,300 shares
 
6,294,782

 
MOLSON COORS BREWING CO B
Common stock – 4,300 shares
 
418,433

 
MONDELEZ INTERNATIONAL INC
Common stock – 17,700 shares
 
784,641

 
MONSTER BEVERAGE CORP
Common stock – 4,100 shares
 
181,794

 
MORGAN STANLEY
Common stock – 90,200 shares
 
3,810,950

 
NETFLIX INC
Common stock – 17,500 shares
 
2,166,500

 
NEXTERA ENERGY
Common stock – 3,900 shares
 
465,894

 
NORFOLK SOUTHERN CORP
Common stock – 700 shares
 
75,649

 
NORTHERN TRUST CORP
Common stock – 2,000 shares
 
178,100

 
NORTHROP GRUMMAN CORP
Common stock – 2,200 shares
 
511,676

 
NORWEGIAN CRUISE LINE HLGS LTD
Common stock – 1,500 shares
 
63,795

 
NXP SEMICONDUCTORS NV
Common stock – 21,200 shares
 
2,077,812

 
O'REILLY AUTOMOTIVE INC
Common stock – 6,700 shares
 
1,865,347

 
PAYPAL HLDGS INC
Common stock – 31,600 shares
 
1,247,252

 
PENTAIR PLC
Common stock – 600 shares
 
33,642

 
PHILIP MORRIS INTL INC
Common stock – 8,200 shares
 
750,218

 
PRICELINE GROUP INC
Common stock – 5,150 shares
 
7,550,209

 
RAYTHEON CO
Common stock – 700 shares
 
99,400

 
RED HAT INC
Common stock – 11,200 shares
 
780,640

 
REGENERON PHARMACEUTICALS INC
Common stock – 200 shares
 
73,418

 
ROCKWELL COLLINS INC
Common stock – 900 shares
 
83,484

 
ROPER TECHNOLOGIES INC
Common stock – 2,800 shares
 
512,624

 
ROSS STORES INC
Common stock – 19,300 shares
 
1,266,080

 
ROYAL CARIBBEAN CRUISES LTD
Common stock – 7,800 shares
 
639,912


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, 2016


(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
 
 
 
 
 
 
S&P GLOBAL INC
Common stock – 2,300 shares
 
247,342

 
SALESFORCE.COM INC
Common stock – 39,000 shares
 
2,669,940

 
SCHWAB CHARLES CORP
Common stock – 68,500 shares
 
2,703,695

 
SERVICENOW INC
Common stock – 21,100 shares
 
1,568,574

 
SHERWIN WILLIAMS CO
Common stock – 300 shares
 
80,622

 
SHIRE PLC SPON ADR
Common stock – 5,200 shares
 
885,976

 
STARBUCKS CORP
Common stock – 9,600 shares
 
532,992

 
STATE STREET CORP
Common stock – 19,300 shares
 
1,499,996

 
STRYKER CORP
Common stock – 17,000 shares
 
2,036,770

 
TD AMERITRADE HOLDING CORP
Common stock – 11,400 shares
 
497,040

 
TENCENT HOLDINGS LIMITED
Common stock – 112,800 shares
 
2,759,451

 
TESLA INC
Common stock – 5,500 shares
 
1,175,295

 
TEXTRON INC
Common stock – 8,200 shares
 
398,192

 
THERMO FISHER SCIENTIFIC INC
Common stock – 14,400 shares
 
2,031,840

 
TIME WARNER INC
Common stock – 3,000 shares
 
289,590

 
TRACTOR SUPPLY CO.
Common stock – 5,900 shares
 
447,279

 
UNION PACIFIC CORP
Common stock – 100 shares
 
10,368

 
UNITED CONTINENTAL HLDGS INC
Common stock – 15,000 shares
 
1,093,200

 
UNITEDHEALTH GROUP INC
Common stock – 24,600 shares
 
3,936,984

 
US BANCORP DEL
Common stock – 700 shares
 
35,959

 
VERTEX PHARMACEUTICALS INC
Common stock – 12,400 shares
 
913,508

 
VISA INC CL A
Common stock – 65,600 shares
 
5,118,112

 
WALGREENS BOOTS ALLIANCE INC
Common stock – 25,000 shares
 
2,069,000

 
WESTINGHOUSE AIR BRAKE TEC CRP
Common stock – 500 shares
 
41,510

 
WILLIS TOWERS WATSON PLC
Common stock – 3,600 shares
 
440,208

 
WORKDAY INC CL A
Common stock – 5,700 shares
 
376,713

 
YUM BRANDS INC
Common stock – 11,400 shares
 
721,962

 
ZOETIS INC CL A
Common stock – 12,600 shares
 
674,478

 
 
 
 
 
 
William Blair U.S. Small/Mid Cap Growth Equity Portfolio:
 
 
 
2U INC
Common stock – 18,236 shares
 
549,815

 
ABIOMED INC
Common stock – 5,487 shares
 
618,275

 
AFFILIATED MANAGERS GRP INC
Common stock – 5,729 shares
 
832,424

 
AKAMAI TECHNOLOGIES INC
Common stock – 11,124 shares
 
741,748

 
AKORN INC
Common stock – 29,932 shares
 
653,416

 
ALIGN TECHNOLOGY INC
Common stock – 5,083 shares
 
488,629

 
AMEDISYS INC
Common stock – 10,814 shares
 
461,001

 
ARISTA NETWORKS INC
Common stock – 5,294 shares
 
512,300


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, 2016


(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
 
 
 
 
 
 
AXALTA COATING SYSTEMS
Common stock – 19,946 shares
 
542,531

 
BALL CORP
Common stock – 8,996 shares
 
675,330

 
BANK OF THE OZARKS INC
Common stock – 17,351 shares
 
912,489

 
BLUE BUFFALO PET PRODUCTS INC
Common stock – 17,870 shares
 
429,595

 
BOOZ ALLEN HAMILTON HLDG CL A
Common stock – 28,282 shares
 
1,020,132

 
BWX TECHNOLOGIES INC
Common stock – 20,898 shares
 
829,651

 
CABLE ONE INC W/I
Common stock – 450 shares
 
279,779

 
CAMBREX CORP
Common stock – 14,791 shares
 
797,974

 
CARRIZO OIL & GAS INC
Common stock – 9,376 shares
 
350,194

 
CBOE HOLDINGS INC
Common stock – 6,418 shares
 
474,226

 
CELANESE CORP SER A
Common stock – 8,840 shares
 
696,062

 
CENTENE CORP
Common stock – 13,321 shares
 
752,770

 
COLLIERS INTL GROUP INC (US)
Common stock – 8,178 shares
 
300,542

 
COPART INC
Common stock – 15,864 shares
 
879,024

 
COSTAR GROUP INC
Common stock – 6,100 shares
 
1,149,789

 
CSRA INC
Common stock – 25,084 shares
 
798,675

 
DEVRY EDUCATION GROUP INC
Common stock – 18,562 shares
 
579,134

 
DIAMONDBACK ENERGY INC
Common stock – 7,179 shares
 
725,510

 
DUN & BRADSTREET CORP DEL NEW
Common stock – 4,152 shares
 
503,721

 
ENCORE CAP GROUP INC
Common stock – 14,727 shares
 
421,929

 
EXACT SCIENCES CORP
Common stock – 42,540 shares
 
568,334

 
FACTSET RESEARCH SYSTEMS INC
Common stock – 3,496 shares
 
571,351

 
FIRSTCASH INC
Common stock – 11,219 shares
 
527,293

 
FIRSTSERVICE CORP (US)
Common stock – 12,153 shares
 
577,024

 
GLAUKOS CORP
Common stock – 14,065 shares
 
482,429

 
GUIDEWIRE SOFTWARE INC
Common stock – 17,298 shares
 
853,310

 
HEALTHSOUTH CORP
Common stock – 13,960 shares
 
575,710

 
HEICO CORP CL A
Common stock – 8,356 shares
 
567,372

 
HERBALIFE LTD
Common stock – 7,750 shares
 
373,085

 
HEXCEL CORPORATION
Common stock – 13,182 shares
 
678,082

 
IBERIABANK CORP
Common stock – 4,014 shares
 
336,173

 
IDEXX LABS INC
Common stock – 3,852 shares
 
451,724

 
IMAX CORP
Common stock – 18,934 shares
 
594,528

 
J2 GLOBAL INC
Common stock – 13,319 shares
 
1,089,494

 
JONES LANG LASALLE INC
Common stock – 4,149 shares
 
419,215

 
LIGAND PHARMACEUTICALS
Common stock – 8,707 shares
 
884,718

 
MARTIN MARIETTA MATERIALS INC
Common stock – 2,768 shares
 
613,195

 
MAXIMUS INC
Common stock – 17,905 shares
 
998,920


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, 2016


(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
 
 
 
 
 
 
METTLER-TOLEDO INTL INC
Common stock – 2,318 shares
 
970,222

 
MIDDLEBY CORP
Common stock – 6,179 shares
 
795,917

 
NU SKIN ENTERPRISES INC CL A
Common stock – 4,911 shares
 
234,648

 
OLD DOMINION FREIGHT LINES INC
Common stock – 15,561 shares
 
1,334,978

 
OM ASSET MANAGEMENT PLC
Common stock – 23,659 shares
 
343,056

 
PANDORA MEDIA INC
Common stock – 23,309 shares
 
303,949

 
REPLIGEN
Common stock – 3,759 shares
 
115,852

 
SBA COMMUNICATIONS CORP
Common stock – 8,217 shares
 
848,487

 
SIGNATURE BANK
Common stock – 6,574 shares
 
987,415

 
SITEONE LANDSCAPE SUPPLY INC
Common stock – 10,293 shares
 
357,476

 
SIX FLAGS ENTERTAINMENT CORP
Common stock – 20,799 shares
 
1,247,108

 
TAKE-TWO INTERACTV SOFTWR INC
Common stock – 11,868 shares
 
584,974

 
TORO CO
Common stock – 10,783 shares
 
603,309

 
TRACTOR SUPPLY CO.
Common stock – 16,504 shares
 
1,251,168

 
TRANSDIGM GROUP INC
Common stock – 3,171 shares
 
789,452

 
ULTA SALON COSMETICS & FRAGRAN
Common stock – 2,785 shares
 
710,008

 
UNIVERSAL ELECTRONICS INC
Common stock – 8,791 shares
 
567,459

 
VAIL RESORTS INC
Common stock – 1,687 shares
 
272,130

 
VANTIV INC
Common stock – 14,291 shares
 
852,029

 
VEEVA SYS INC CL A
Common stock – 19,929 shares
 
811,110

 
VIRTU FINANCIAL INC CL A
Common stock – 15,491 shares
 
247,081

 
WD 40 CO
Common stock – 5,363 shares
 
626,935

 
WESTINGHOUSE AIR BRAKE TEC CRP
Common stock – 6,937 shares
 
575,910

 
WNS HLDGS LTD SP ADR
Common stock – 15,199 shares
 
418,732

 
 
 
 
 
 
 
 
 
360,929,192

 
 
 
 
 
*
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, bonds, certificates of deposit, and money market funds at their discretion.
 
73,566,326

 
 
 
 
 
 
 
Investments (at fair value)
 
1,201,355,403

 
 
 
 
 
*
Participant Loans
Loans extended to participants at interest rates of 4.25% to 10.5%
 
22,950,039

 
 
 
 
 
 
 
 
 
$
1,224,305,442


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

25




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/Cheryl J. Humphries        
Cheryl J. Humphries
Chairman, Administrative Committee
The Williams Companies, Inc.
Date: June 8, 2017


26




EXHIBIT INDEX


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


27