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Debt, Financing Arrangements and Leases
12 Months Ended
Dec. 31, 2011
Debt, Financing Arrangements and Leases [Abstract]  
DEBT, FINANCING ARRANGEMENTS AND LEASES

3. DEBT, FINANCING ARRANGEMENTS AND LEASES.

 

Long-Term Debt.

 

       At December 31, 2011 and 2010, long-term debt issues were outstanding as follows (in thousands):

 

     2011 2010 
 Debentures:       
  7.08% due 2026 $ 7,500 $ 7,500 
  7.25% due 2026   200,000   200,000 
   Total debentures   207,500   207,500 
           
 Notes:       
  7% due 2011   -   300,000 
  8.875% due 2012   325,000   325,000 
  6.4% due 2016   200,000   200,000 
  6.05% due 2018   250,000   250,000 
  5.4% due 2041   375,000   - 
   Total notes   1,150,000   1,075,000 
 Total long-term debt issues   1,357,500   1,282,500 
  Unamortized debt premium and discount   (3,103)   (2,482) 
  Current maturities   (325,000)   (300,000) 
           
 Total long-term debt, less current maturities $ 1,029,397 $ 980,018 

Aggregate minimum maturities (face value) applicable to long-term debt outstanding at December 31, 2011, for the next five years, are as follows (in thousands):

 

 2012: 8.875% Notes $ 325,000 
        
 2016: 6.4% Notes $ 200,000 

There are no maturities applicable to long-term debt outstanding for the years 2013, 2014 and 2015.

 

       No property is pledged as collateral under any of our long-term debt issues.

 

Restrictive Debt Covenants.

 

       At December 31, 2011, none of our debt instruments restrict the amount of distributions to our parent. Our debt agreements contain restrictions on our ability to incur secured debt beyond certain levels.

 

Credit Facility.       

       

In June 2011, we entered into a $2 billion five-year senior unsecured revolving credit facility agreement (Credit Facility) with WPZ and Northwest Pipeline GP (Northwest) as co-borrowers. The agreement is considered a modification to the previous borrowing arrangement for accounting purposes, and replaced the existing $1.75 billion credit facility agreement that was scheduled to expire February 17, 2013. The Credit Facility may, under certain conditions, be increased up to an additional $400 million. The full amount of the Credit Facility is available to WPZ. We may borrow up to $400 million under the Credit Facility to the extent not otherwise utilized by WPZ and Northwest.

 

Under the Credit Facility, WPZ is required to maintain a ratio of debt to EBITDA (each as defined in the Credit Facility) that 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 1.00. For us and our consolidated subsidiaries, the ratio of debt to capitalization (defined as net worth plus debt) must be no greater than 65 percent. At December 31, 2011, we are in compliance with these financial covenants.

 

Each time funds are borrowed, the 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 London Interbank Offered Rate (LIBOR) plus an applicable margin. The borrower is required to pay a commitment fee (currently 0.25 percent) based on the unused portion of the 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. The Credit Facility contains various covenants that limit, among other things, a borrower's and its respective 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.

 

The Credit Facility includes customary events of default. If an event of default with respect to a borrower occurs under the Credit Facility, the lenders will be able to terminate the commitments for all borrowers and accelerate the maturity of any loans of the defaulting borrower and exercise other rights and remedies.

 

Total letter of credit capacity available to WPZ under the Credit Facility is $1.3 billion. At December 31, 2011, no letters of credit have been issued and the full $400 million under the Credit Facility was available to us.

 

Issuance and Retirement of Long-Term Debt.

 

In August 2011, we issued $375 million of 5.4 percent senior unsecured notes due 2041 to investors in a private debt placement. A portion of these proceeds was used to repay our $300 million 7 percent senior unsecured notes that matured on August 15, 2011. As part of the new issuance, we entered into a registration rights agreement with the initial purchasers of the unsecured notes. 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 is expected to be completed in March 2012. If we fail to complete the exchange within certain time periods required by the registration rights agreement, additional interest will accrue on the affected securities.

 

Lease Obligations

       The future minimum lease payments under our various operating leases, including the Williams Tower leases are as follows (in thousands):

 

   Operating Leases 
   Williams Other   
   Tower Leases Total 
 2012 $ 9,009 $ 146 $ 9,155 
 2013   9,065   126   9,191 
 2014   9,065   130   9,195 
 2015   9,065   -   9,065 
 2016   9,065   -   9,065 
 Thereafter   38,526   -   38,526 
 Total net minimum obligations $ 83,795 $ 402 $ 84,197 

       Our lease expense was $9.1 million in 2011, $9.3 million in 2010, and $9.8 million in 2009.