
			December 31,
			2012		2011

				(Millions)
Unsecured:
	Transco:
		8.875% Notes due 2012	$	-	$	325
		6.4% Notes due 2016		200		200
		6.05% Notes due 2018		250		250
		7.08% Debentures due 2026		8		8
		7.25% Debentures due 2026		200		200
		5.4% Notes due 2041		375		375
		4.45% Notes due 2042		400		-
	Northwest Pipeline:
		7% Notes due 2016		175		175
		5.95% Notes due 2017		185		185
		6.05% Notes due 2018		250		250
		7.125% Debentures due 2025		85		85
	WPZ:
		3.8% Notes due 2015		750		750
		7.25% Notes due 2017		600		600
		5.25% Notes due 2020		1,500		1,500
		4.125% Notes due 2020		600		600
		4% Notes due 2021		500		500
		3.35% Notes due 2022		750		-
		6.3% Notes due 2040		1,250		1,250
		Revolving credit loans		375		-
	The Williams Companies, Inc.:
		7.875% Notes due 2021		371		371
		3.7% Notes due 2023		850		-
		7.5% Debentures due 2031		339		339
		7.75% Notes due 2031		252		252
		8.75% Notes due 2032		445		445
		Various - 5.5% to 10.25% Notes and Debentures due 2019 to 2033		57		90
Other, including secured capital lease obligations				2		4
Net unamortized debt discount				(33)		(32)
Total long-term debt, including current portion				10,736		8,722
Long-term debt due within one year				(1)		(353)
Long-term debt			$	10,735	$	8,369

Certain of our debt agreements contain covenants that restrict or limit, among other things, our ability to create liens supporting indebtedness, sell assets, and incur additional debt. Default of these agreements could also restrict our ability to make certain distributions or repurchase equity.

We have a $900 million senior unsecured revolving credit facility with a maturity date of June 3, 2016. The credit facility may, under certain conditions, be increased up to an additional $250 million. Significant financial covenants require our ratio of debt to EBITDA (each as defined in the credit facility) to be no greater than 4.5 to 1. For the fiscal quarter and the two following fiscal quarters in which one or more acquisitions for a total aggregate purchase price equal to or greater than $50 million has been executed, we are required to maintain a ratio of debt to EBITDA of no greater than 5 to 1. At December 31, 2012, we are in compliance with these financial covenants.

In September 2012, WPZ amended its existing $2 billion senior unsecured revolving credit facility to increase the aggregate commitments by $400 million. The maturity date of the amended credit facility is June 3, 2016. This credit facility was also amended to provide that WPZ may request an additional $400 million increase in commitments to be available under certain conditions in the future. This credit facility includes Transco and Northwest Pipeline as co-borrowers and is only available to named borrowers. The full amount of the credit facility is available to WPZ to the extent not otherwise utilized by Transco and Northwest Pipeline. Transco and Northwest Pipeline each have access to borrow up to $400 million under the credit facility to the extent not otherwise utilized by the other co-borrowers. Significant financial covenants include:

• WPZ's ratio of debt to EBITDA (each as defined in the credit facility) must be no greater than 5 to 1. For the fiscal quarter and the two following fiscal quarters in which one or more acquisitions for a total aggregate purchase price equal to or greater than $50 million has been executed, WPZ is required to maintain a ratio of debt to EBITDA of no greater than 5.5 to 1;

• The ratio of debt to capitalization (defined as net worth plus debt) must be no greater than 65 percent for each of Transco and Northwest Pipeline.

• Each time funds are borrowed, the applicable borrower may choose from two methods of calculating interest: a fluctuating base rate equal to Citibank N.A.'s alternate base rate plus an applicable margin or a periodic fixed rate equal to LIBOR plus an applicable margin. The applicable borrower is required to pay a commitment fee (currently 0.25 percent for our agreement and 0.20 percent for the WPZ agreement) based on the unused portion of their respective credit facility. The applicable margin and the commitment fee are determined for each borrower by reference to a pricing schedule based on such borrower's senior unsecured long-term debt ratings.

• Various covenants may limit, among other things, a borrower's and its material subsidiaries' ability to grant certain liens supporting indebtedness, a borrower's ability to merge or consolidate, sell all or substantially all of its assets, enter into certain affiliate transactions, make certain distributions during an event of default, make investments, and allow any material change in the nature of its business.

• If an event of default with respect to a borrower occurs under their respective credit facility agreement, the lenders will be able to terminate the commitments for the respective borrowers and accelerate the maturity of any loans of the defaulting borrower under the respective credit facility agreement and exercise other rights and remedies.

Letter of credit capacity under our $900 million and WPZ's $2.4 billion credit facilities is $700 million and $1.3 billion, respectively. At December 31, 2012, no letters of credit have been issued on either facility. No loans are outstanding on our credit facility at December 31, 2012. Loans totaling $375 million are outstanding on WPZ's credit facility at December 31, 2012. We have issued letters of credit totaling $27 million as of December 31, 2012, under certain bilateral bank agreements.

In December 2012, we completed a public offering of $850 million of 3.7 percent senior unsecured notes due 2023. We used the net proceeds to finance a portion of our investment in Access Midstream Partners. (See Note 2.)

In August 2012, WPZ completed a public offering of $750 million of 3.35 percent senior unsecured notes due 2022. WPZ used the net proceeds to repay outstanding borrowings on its senior unsecured revolving credit facility and for general partnership purposes.

In July 2012, Transco issued $400 million of 4.45 percent senior unsecured notes due 2042 to investors in a private debt placement. A portion of these proceeds was used to repay Transco's $325 million 8.875 percent senior unsecured notes that matured on July 15, 2012. An offer to exchange these unregistered notes for substantially identical new notes that are registered under the Securities Act of 1933, as amended, was commenced in November 2012 and completed in December 2012.

In August 2011, Transco issued $375 million of 5.4 percent senior unsecured notes due 2041 to investors in a private debt placement. An offer to exchange these unregistered notes for substantially identical new notes that are registered under the Securities Act of 1933, as amended, was commenced in February 2012 and completed in March 2012.

As of December 31, 2012, aggregate minimum maturities of long-term debt (excluding capital leases and unamortized discount) for each of the next five years are as follows:

Cash payments for interest were $539 million in 2012, $599 million in 2011 and $614 million in 2010.

We have considered the guidance in the Securities and Exchange Commission's Regulation S-X related to restricted net assets of subsidiaries. In accordance with Rule 4-08(e) of Regulation S-X, we have determined that certain net assets of our subsidiaries are considered restricted under this guidance and exceed 25 percent of our consolidated net assets. Substantially all of these restricted net assets relate to the net assets of WPZ, which are technically considered restricted under this accounting rule due to terms within WPZ's partnership agreement that govern the partnership's assets. Our interest in WPZ's net assets at December 31, 2012 was $6.2 billion.

Future minimum annual rentals under noncancelable operating leases as of December 31, 2012 are payable as follows:

Under our right-of-way agreement with the Jicarilla Apache Nation, we make annual payments of approximately $8 million and an additional annual payment which varies depending on the prior year's per-unit NGL margins and the volume of gas gathered by our Williams Partners gathering facilities subject to the agreement. Depending primarily on the per-unit NGL margins for any given year, the additional annual payments could exceed the fixed amount. This agreement expires March 31, 2029.

Total rent expense was $56 million in 2012, $49 million in 2011, and $45 million in 2010.