READ AND LANIADO, LLP ATTORNEYSATLAW 25 EAGLESTREET ALBANY, NEW YORK 12207-1901 (518) 465-93131 MAIN (518) 465-9315FAX www.readlaniadocom  KEVINR.E BROCKS DAVIDB.JOHNSON SAMM.LANIADO KONSTANTIN: PODOLNY  TYLERW. WOLCOTT HOWARDJ.READ PATRICKA.SILER OfCounsel  Via Electronic Delivery May 31,2018  Hon. Kathleen H. Burgess, Secretary New York State Public Service Commission 3E Empire State Plaza Albany, New York 12223 RE: Case No. 18-G-  Joint Petition ofWilliams Field Services Company, LLC,  Williams Partners, L.P., DMP New York, Inc., and The Williams Companies, Inc., fora Declaratory Ruling Regarding Application of Section 70 ofthel New York Public Law.  Dear Secretary Burgess:  Attached please find the "Joint Petition of Williams Field Services Company, LLC, Williams Partners, L.P., DMP New York, Inc., and The Williams Companies, Inc., fora Declaratory Ruling Regarding Application of Section 70 ofthe New York Public Service Law" submitted on behalf of Williams Field Services Company, LLC, Williams Partners, L.P., DMP New York, Inc., and The Williams Companies, Inc., tol be filed under a new case. number. Petitioners respectfully request expedited consideration. Please contact the  undersigned should you have any questions.  Thank you..  Respectfully submitted, READ AND LANIADO, LLP Attorneys for Williams Field Services Company, LLC, Williams Partners, L.P., DMP New York, Inc., and' The Williams  Companies, Inc. /s/ Konstantin Podolny  By:  Attachment    STATE OFI NEW YORK PUBLIC SERVICE COMMISSION Joint Petition of Williams Field Services Company, LLC, Williams Partners, L.P., DMP Newi York, Inc., and The Williams Companies, Inc., foral Declaratory Ruling Regarding Application of Section 70 of the New York Public  Case No. 18-G-  Service Law  PETITION FOR DECLARATORY RULING REGARDING APPLICATION OF SECTION 70 OFTHE NEW YORK STATE PUBLIC SERVICE  LAW  Konstantin Podolny Sam M. Laniado READ AND LANIADO, LLP Attorneys for Williams Field Services Company, LLC, Williams Partners, L.P., DMP New York, Inc., and' The Williams Companies, Inc. 25 Eagle Street Albany, New York12207 Phone: (518)465-9313 Facsimile: (518)465-9315 p@readaniado.com mlreadanado.com  Dated: May y31,2018    STATE OF NEW YORK PUBLIC SERVICE COMMISSION Joint Petition of Williams Field Services Company, LLC, Williams Partners, L.P., DMP New York, Inc., and The Williams Companies, Inc., for a Declaratory Ruling Regarding Application of Section 70 of the New York Public  Case No. 18-G-  Service. Law  PETITION FOR DECLARATORY RULING REGARDING APPLICATION OF SECTION 70 OF THE: NEW YORK STATE PUBLIC SERVICE  LAW  I.  INTRODUCTION  Williams Field Services Company, LLC ("WFS"), DMP New York, Inc. ("DMP"), The. Williams Companies, Inc. ("TWC"), and Williams Partners L.P. CwPz)(colletively, the "Petitioners"hereby. jointly request a declaratory ruling that the New York State Public Service Commission (the Commission") need not review a wholly intra-corporate restructuring whereby WPZ will merge into TWC with TWC surviving the merger and thereby holding, indirectly, 100% oft the equity interests in WFS and DMP, as more fully described below, (the "Intra- Corporate Restructuring") under Section 701 of the New York Public Service Law ("PSL") under the lightened regulatory regime established for WFS and DMP.2 The Intra-Corporate Restructuring will not affect the management of, or control over WFS and DMP. Specifically, Petitioners request that the Commission issue ai ruling:  N.Y. Pub. Serv. Law S 70 (McKinney 2018).  Case 10-G-0462,DMP) N.Y, Inc. & Laser Ne. Gathering Co., LLC, Order Granting Certificate ofl Public Convenience: and Necessity and Providing for Lightened Rate Making Regulation (Feb. 22,2011); Case. 13-G-0050, Laser Ne. Gathering Co., LLCeta al., Order Approving Transfer (June 18, 2013) ("Merger Order").    1.1 Declaring that the Intra-Corporate Restructuring is outside the scope ofPSL 8 70 because it is not a transfer and the ultimate ownership is not changing, or that the Commission need not review or take action on the Intra-Corporate Restructuring  under PSL $ 70 and the Wallkill Presumption; and  2. Declaring that the previously established lightened regulatory regime will continue  for DMP and WFS.  The Commission should declare that the proposed Intra-Corporate Restructuring is not a jurisdictional transfer and no approval is required under PSL S 70 because no new ultimate owner will be brought into the organizational structure, TWC will remain in control ofDMP and WFS, no existing ultimate owner will be removed, no: new gas plant is being acquired, and the proportionate shares oft the ultimate owners oft the jurisdictional facilities will remain the same after the Intra-Corporate Restructuring. Ift the Commission determines that the Intra-Corporate Restructuring is a jurisdictional transfer, the Commission should issue a declaratory ruling that it néed: not review or take further action on the Intra-Corporate Restructuring under PSL $ 70 under the Wallkill Presumption because the Intra-Corporate Restructuring will not raise any competitiye issues and will not otherwise harm captive ratepayers. In either event, Petitioners also request that the Commission confirm that WFS and DMP will remain subject to lightened  regulation.  Petitioners hereby respectfully request the Commission expedite, to the extent possible, its consideration of the instant Petition. The Intra-Corporate Restructuring is expected to close. as quickly as possible, which will allow the Petitioners to realize tax savings, simplify their 3 Case 91-E-0350, Wallkill Generating Company, L.P., Order Establishing Regulatory Regime (Apr. 11, 1994) (the "Wallkill Order"). In the Wallkill Order, the Commission ruled that transactions involving parent entities upstream from the entities owning wholesale electric generation facilities located in] New York willl be reviewed onlyi ifthere ist the potential of harm to captive New York ratepayers (referred to hereafter as the "Wallkill Presumption").  2.    corporate structure, streamline governance and maintain investment-grade credit ratings. The Intra Corporate Restructuring will allow TWC greater flexibility to invest in an expanding portfolio of large-scale, fully-contracted infrastructure projects. In order to assist in expediting the review of this Petition, Petitioners have served this Petition on the parties indicated on the attached Affidavit of Service, which may be interested in this ruling, and informed them ofthe twenty-one (21) day comment period appliçable to declaratory rulings under Section 8.2 (c)of  the Commission's Rules.  II. DESCRIPTION OF PETITIONERS  A. DMP AND WFS  DMP is aj pipeline corporation organized under Article 7 of thel New York Transportation Corporations Law and is a wholly-owned direct subsidiary ofWFS. WFS is a Delaware limitedi liability company authorized to do business in the State of New York. Currently, WFS and DMP are wholly-owned indirect subsidiaries of WPZ. TWC, owns 100 % of WPZ GP LLC ("WPZ GP"), the general partner of WPZ, and, through its ownership of) Williams Gas Pipeline Company LLC, approximately 74% of the limited partner interests of WPZ. A simplified organizational chart depicting the upstream ownership ofI DMP and WFS is attached hereto as  "Exhibit A."  WFS, with the involvement of DMP, owns and operates a 9.82-mile, sixteen-inch, natural gas gathering pipeline in the Town of Windsor, Broome County, New York, which interconnects with the interstate pipeline owned by the Millennium Pipeline Company, LLC ("Millennium Pipeline"), as well as the accompanying Dunbar Compressor Station (this gathering pipeline and  3    the Dunbar Compressor Station are referred to collectively as the "NY Mainline"). The NY Mainline provides competitive wholesale gathering transportation services to several natural gas production companies in Susquehanna County and Wyoming County, Pennsylvania, including Cabot Oil & Gas Corporation, BKV Operating LLC, BKV Chelsea LLC, and Southwestern Energy Company. The NY Mainline gathers the natural gas produced from the producer wells in Pennsylvania and transports it to the Millennium Pipeline, where the natural gas enters into interstate commerce.. The NY Mainline was determined to be a non-jurisdictional gathering system by the Federal Energy Regulatory Commission ("FERC") in an order dated March 5, 2010.5 The Millennium Pipeline is neither owned nor operated by TWC, WPZ, WFS, DMP, or any of their subsidiaries or affiliates, Neither WFS nor DMP, nor any oft their subsidiaries or affiliates, provide any retail services or serve any retail customers in] Newi York..  In: 2015, the Commission issued an order granting WFS and DMP the following: (I)a Certificate of Environmental Compatibility and Public Need to construct and operate an additional natural gas gathering pipeline in the Town of Windsor, Broome County, New. York ("NY Mainline Loop"), which parallels the NY Mainline within the existing right-of-way ("NY Mainline Loop Article VII Certificate"); (2) an amendment toi the NY Mainline Article VII Certificate to construct and operate an expansion oft the Dunbar Compressor Station; and (3) an  The NY Mainline was originally owned by Laser Northeast Gathering Company, LLC ("Laser") and DMP, both of which were granted a Certificate ofl Environmental Compatibility and Public Need by the Commission. See Case 10-T-0350, DMPI N.Y., Inc. & Laser Ne. Gathering Co., LLC, Order Granting Certificate of Environmental Compatibility and Public Need (Feb. 22, 2011)("NY Mainline Article VIT Certificate"). Thereafter, the Commission declared that it wouldi not further review an upstream transfer whereby WPZ purchased ally ofthe interests of Laser's direct parent, LNGCI Holdings, LLC( ("LNGC"). See Case 11-G-0656, DMPN,Y. Inc. etal., Declaratory Ruling On Review Of An Ownership Transfer Transaction (Feb. 21,2012)CAcquaition Order"). Subsequently, the Commission: approved a merger transaction accomplished through a corporate reorganization where LNGC, Laser, and all of their assets were merged directly into WFS, a wholly-owned indirect subsidiary of WPZ. Seel Merger Order. Currently, WFS and DMP: are wholly-owned: indirect subsidiaries ofWPZ.  SLaser Marcellus Gathering Co., LLC, 130. FERC161,1624 (2010).  4    amendment to the NY Mainline Article VII Certificate to modify the right-of-way to accommodate the parallel natural gas gathering pipeline certified in the NY Mainline Loop Article VID Certificate.6 As oft the date oft this Petition, the NY Mainline Loop has been constructed and placed into service, and the Dunbar Compressor Expansion is undergoing commissioning and final testing before being placed fully into service. Similar to the NY Mainline, these projects gather the natural gas produced from the producer wells in Pennsylvania and transport it to the Millennium Pipeline, where the natural gas enters into interstate commerce. These projects do not provide any retail services or serve any retail customers in  New York.  The assets described here are the only "gas plant" owned by TWC, WPZ, WFS, DMP, or any oft their subsidiaries or affiliates within the meaning of PSL $2(10). The Commission also issued an order granting DMP and WFS' predecessorim-interes, Laser, a Certificate of Public Convenience and Necessity, making both DMP and WFS al lightly regulated "gas corporation"  within the definition set forth in PSLS2(11).7  B. TWC and WPZ  DMP and WFS are owned indirectly by WPZ and TWC. DMP is a wholly-owned subsidiary of WFS. WFS isav wholly-owned subsidiary of Williams Field Services Group, LLC, which, in turn, is a wholly-owned subsidiary ofWPZ. WPZisa aj publicly traded, New York Stock Exchange listedi master limited partnership. WPZGP is the general partner of WPZ, and is owned 100% by TWC. Pursuant to the WPZ Partnership agreement, WPZ GP, as general partner ofWPZ, hasi the sole responsibility and authority for the management and control of Cases 13-T-0538 et al., Williams Field. Servs. Co., LLC and DMPN.K, Inc, Order Regarding Certificates of  Environmental Compatibility and Public Need (Oct. 16,2015).  7. Sce Merger Order.  5    WPZ.8 The limited partnership interésts in' WPZ are purely passive, economic interests which prohibit their holders from participating in the operation, management or control (within the meaning oft thel Delaware Act) of the Partnership' 's business, transactling] any business in the Partnership' S name or havling] the power to sign documents for or otherwise bind the Partnership." 9 TWC currently owns approximately 74% oft the limited partnership interests in WPZ, with the remaining 26% being owned by the public. The public interest holders are a diffuse group of passive investors, none of whom holds 10% or more oft the outstanding limited partnership interests. Exhibit A depicts the simplified organizational chart showing the upstream ownership OfDMP and WFS as described in this Petition. By virtue ofits 100% ownership interest in the general partner of WPZTWC currently has the sole rights to: manage and control  WPZ, and indirectly, WFS and DMP.  TWC is an energy infrastructure company that directly, and through its above described ownership and general partner interest in WPZ, owns and operates interstate natural gas pipelines, natural gas gathering and processing facilities, and natural gas liquids and petrochemical facilities located in various areas oft the United States.  TWC's and WPZ's interstate natural gas pipeline businesses consist primarily of Transcontinental Gas Pipe. Line Company, LLC ("Transco") and Northwest Pipeline, LLC, ("Northwest"). Transco's pipeline extends from the GulfofMexico and south Texas, through Louisiana, Mississippi, Alabama, Georgia, South Carolina, North Carolina, Virginia, Maryland, Delaware, Pennsylvania, and New Jersey to the New York City metropolitan area. Northwest's  See, Second Amended and Restated Agreement ofLimitedi Partnership of Williams Partners L.P. (Feb 1,2018)at htps/wywsec.goVIrchiveselgatlardatw143096.00119325180293074482566dex31.htm  Section 7.1, available at: 9Id. at Section 3.2.  6    pipeline extends from the San Juan basin in northwestern New Mexico and southwestern Colorado, through Colorado, Utah, Wyoming, Idaho, Oregon, and Washington. Additionally, WPZ: indirectly owns 50% of Gulfstream Natural Gas System, L.L.C., which extends from the  Mobile Bay area in Alabama to markets in Florida.  TWC's and WPZ's midstream business includes facilities located in Arkansas, Colorado, Kansas, Louisiana, New Mexiço, Oklahoma, Wyoming, the GulfofMexico, Pennsylyania, West Virginia, New York (described above), Texas, and Ohio. The companies' primary midstream businesses are natural gas gathering, treating, and processing; separation ofi natural gas liquids into components; storage and transportation; and offshore crude oil transportation.  Also included within TWC's and' WPZ's midstream businesses are the natural gas gathering and processing operations (through subsidiaries, including WFS and DMP), which involve thousands of miles ofi natural gas gathering pipelines, processing plants, compression facilities, and related facilities. These facilities give TWC's subsidiaries and affiliates the capability of gathering, processing, natural gas liquids separation, and compressing and treating billions of cubic feet ofr natural gas daily throughout the United States, including in the Utica and Marcellus Shale regions. However, none oft these midstream assets, nors any ofTWC's subsidiaries' or affiliates' midstream assets, with the exception of WFS and DMP and their assets, are located in New York State or are "gas corporations" subject to regulation by the  Commission under the PSL.  Further, besides the midstream DMP and WFS facilities, the only facilities owned directly or indirectly by TWC or WPZ: in the State ofl New York are portions of the interstate natural gas pipeline owned and operated by WPZ's subsidiary, Transcontinental Gas Pipe Line Company, LLC ("Transco"), which delivers natural gas to The Brooklyn Union Gas Company,  7    Keyspan Gas East Corp. dba Brooklyn Union ofL.I, and Consolidated Edison Company ofl New York, Inc, ini the New York City metropolitan area through approximately 2 Bcf/day offirm delivery point entitlements. Transco does not engage in any sales ofnatural gas for resale or any retail sales of natural gas, but rather provides unbundled natural gas transmission and storage  services to its customers. 10  II. DESCRIPTION OF THE INTRA-CORPORATE RESTRUCTURING  Pursuant to an. Agreement and Plan of Merger (the "Merger. Agreement") entered into on May 16, 2018 between TWC: and WPZ and certain of theirs subsidiaries, the 256.0 million outstanding publicly-held passive, limited partnership interests (without management rights) of WPZ will be converted to TWC common stock at a fixed exchange ratio. Ina as subsequent transaction that is also part of the Intra-Corporate Restructuring, WPZ will merge into TWC with TWC being the surviving entity.. As a result oft the Intra-Corporate Restructuring, the ultimate indirect upstream ownership of WFS and DMP will not change. WFS and DMP will be a 100% wholly-owned subsidiary ofTWC. The previous holders oft the publicly-held passive, limited partnership interests (without management rights) ofWPZ will continue to own an indirect interest in WFS and DMP, through a minority ownership of common stock ofTWC. The Intra- Corporate Restructuring will not affect the management or operation of WFS and DMP. TWC will continue to control the management and operation ofi its subsidiaries, including WFS and DMP. The simplified post-restructuring organizational chart is attached hereto as Exhibit B.  101 In addition to the Transco pipeline, WPZ, through as subsidiary, owns 41% of Constitution Pipeline Company, LLC ("Constitution"), which is aj proposed 126-mile interstate pipeline transmission project. Constitution is intended to interconnect a gathering system in Susquehanna County, Pennsylvania, to the Iroquois Gas Transmission and Tennessee Gas Pipeline systems inl New York. Constitution is subject to regulation by FERC under the Natural Gas Act, and will not engage in any sales ofnatural gas and will only provide unbundled natural gas transmission  services toi its customers.  8    IV. THE COMMISSION SHOULD DECLARE THAT THE INTRA- CORPORATE RESTRUCTURINGI IS OUTSIDE THE SCOPE OF PSL 8 70 BECAUSE IT ISNOT A TRANSFER OR THAT NO FURTHER REVIEW IS NECESSARY UNDER THE WALLKILL PRESUMPTION. A. The Intra-Corporate Restructuring Does Not Constitute a Transfer under the PSL Because the Ultimate Ownership Is Not Changing. Ini reviewing proposed intra-corporate reorganizations, the Commission has determined that certain transactions do not require review under PSL $701 because they do not affect the ultimate ownership oft the operating company and its jurisdictional facilities, or thej proportionate shares held by those owners. 11 Specifically, the Commission has found that eliminating: a holding company from an ownership structure upstream from lightly regulated entities does not amount to a transfer under PSL $701 because the ultimate owner of the membership interests in the operating subsidiaries remains the same, and no new entities are brought into the corporate  structure. 12  After consummating the Intra-Corporate Restructuring, WFS and DMP will remain directly, wholly-owned by Williams Field Services Group, LLC, and no new ultimate owner will be brought into the organizational structure. The result of the transaction will be the elimination ofWPZ: and WPZ GP from the ownership chain, and the movement oft thel holders ofa 26% passive, limited partnership interest (without management rights) in WPZ to the TWC level. After the Intra-Corporate Restructuring, WFS and DMP will continue to be controlled by TWC and owned by TWC, and through their ownership in TWC, the previous holders of the public  limited partnership interests in WPZ,  IG Case 18-E-0032, Fortistar: N. Tonawanda Inc, Order Approving Financing and Making Other Findings (Apr. 20, 12 Case 05-E-1582, NRG Energy Inc. and NRGI Ne Generating LLC, Declaratory Ruling on Review of am Intra-  2018).  Corporate Dissolution Transaction (Jan. 26, 2006).  9    In: addition, the Intra-Corporate Restructuring cannot create the potential for the exercise: ofmarket power. Adding or removing intermediate entities within Petitioners' organizational structure cannot enhance the ability ofPetitioners or their affiliates to exercise either horizontal or vertical market power because the transaction does not change the ultimate ownership of  Petitioners.  B. Ifthe Commission Finds That the intra-Corporate Restructuring Constitutes a Transfer under the PSL, It Should Find That No Further Review Is. Ifthe Commission finds that the Intra-Corporate Restructuring constitutes a transfer under the PSL, it should hold that no further review is needed under the Wallkill Presumption, The Commission has established a lightened regulatory regime for entities operating in competitive markets inl New York under which PSL $ 70 review of changes in ownership is not required in the absence oft the potential for the exercise ofi market power or other harm to the interests of captive New York ratepayers. 13 As discussed more fully above, the Intra-Corporate Restructuring involves ownership interests in entities upstream from the affiliates owning and operating New: York competitive facilities and, as described below, cannot adversely affect New York captive ratepayers. In fact, the Commission has previously found that the transfer of upstream. ownership interests in DMP and WFS qualified for the Wallkill Presumption. 14 That  Necessary under the Wallkill Presumption.  13 See, e.g., Case 07-E-0332, Astoria Generating Co. Holdings LLC, et al,, Declaratory Ruling on Review ofa Merger Transaction (May: 22, 2007); Case 09-E-0055, Constellation Energy Nuclear Group LLCetal., Declaratory Ruling on Review ofa Transfer Transaction (Apr. 23, 2009); Case 06-M-0210, Constellation Energy Group, Inc., Declaratory Ruling on Review ofOwnership Interest' Transfers (July 25,2006); Case 08-E-0850, Harbinger Capital Partners Master Fund L Lid. & Harbinger Capital Partners Special Situations Fund, Declaratory Ruling on) Review. 14 Case 15-G-0688,. Joint Petition of Williams Field Services Company, LLC, DMP New York Inc, The Williums Companies, Inc, Energy Transfer Equity, LP. and Energy Transfer Corp LPJ Jona Declaratory, Ruling, O1 Alternatively, an Approval Pursuant to, Section 70 of thel New York Public. Service. Law, Declaratory Ruling on a Transfer Transaction (March 17, 2016). That transfer was ultimately not consummated.  ofStock Transfer Transactions (Sept. 19, 2008).  10    case involved the transfer of upstream ownership oft the New York facilities to aj previously unaffiliated entity. Here, no new ultimate owners are entering or exiting the ownership chain,  eliminating any potential for the exercise ofmarket power.  The Intra-Corporate Restructuring does not pose the potential for the exercise of horizontal or vertical market power, or otherwise present any risk to captive ratepayers. The Commission has already found that TWC's ownership and control ofWFS and DMP would not create the potential for the exercise of market power., In the Acquisition Order, the Commission explained that the new ownership structure involving WFS and its affiliate entities did not pose the potential for exercise of! horizontal market power in gas gathering transportation markets:  [GJas gathering is a highly competitive business characterized by low barriers to entry and vigorous competition over the location and ownership of gas gathering lines. Producers have abundant choice among gas gathering service providers prior to the time they commence production from their wells, and deploy long-term contracts to ensure that appropriate arrangements remain inj place as long as they believe they will be needed.. Those contracts are characteristic of competitive markets, and the participants inj them bear the risks and reap the benefits oft the arrangements they make. Therefore, [TWC's] ownership of the Laser Pipeline will not enable it to exercise horizontal market power either by interfering with the long-term contractual relationships established through competition in the pre-existing market for gas gathering services already formed in Pennsylvania, or by monopolizing the formation and development of gas gathering markets that might be created in  New York ini the future. 5  The same analysis is applicable here because TWC will continue to control the regulated entities, and gas gathering will remain al highly competitive business regardless oft the Intra-Corporate  Restructuring.  15 Acquisition Order at 8.  11    The Commission also found that WFS' ownership oft the NY Mainline does not pose the  potential for the exercise of vertical market power:  While [TWC] is affiliated with the owners ofTransco and its interstate pipeline, the [NY Mainline]'s only current connection to the interstate system is through the Millennium Pipeline. The first additional interstate interconnection Williams plans for the [NY Mainline] is with the Tennessee Pipeline. Therefore, competition among interstate pipelines to carry production delivered to them by the [NY Mainline] will be sufficient to prevent the exercise of vertical market power under these circumstances. 16  The same analysis is applicable to the Intra-Corporate Restructuring since the interstate points of delivery for the NY Mainline (and the NY Mainline Loop) and the competition among interstate pipelines will remain virtually the same as recited by the Commission in the Acquisition Order. Consummating the Intra-Corporate Restructuring will simply convert. indirect, passive, non-management limited partnership interests, which do not enable any control or influence over the operation of the WFS and DMP façilities, to TWC common stock. TWC is the current ultimate owner of the regulated companies. The persons receiving TWC common stock are present, indirect, passive ownership interest holders, albeit at a subsidiary level. TWC currently holds, and will continue to hold, the controlling, voting interest in WFS and DMP. The Intra-Corporate Restructuring will not affect the market concentration in any market, and will not change the assets held or controlled by TWC or affect their operation. TWC will continue to  control all wholly-owned WPZ subsidiaries, including WFS and DMP.  Accordingly, should the Commission decide that the Intra-Corporate Restructuring constitutes a transfer under PSL S 70, it should find that, because the transaction involves the transfer ofinterests in an entity upstream ofWFS and DMP and there is no potential harm to  captive ratepayers, no further review under PSL $ 70 is warranted..  16 Id.at8-9.  12:    V. CONCLUSION  Based on the foregoing, Petitioner respectfully requests that the Commission issue the:  following expedited rulings:  1. Declaring that the Intra-Corporate Restructuring is outside the scope ofPSL $70 because it is not a transfer and the ultimate ownership is not changing, or that the Commission need not review or take action on the Intra-Corporate Restructuring  under PSL $ 70 and the Wallkill Presumption,  2. Ine either event, find that WFS and DMP will remain subject to the lightened  regulation as requested in this Petition.  Respectfully submitted, READ and LANIADO, LLP 25 Eagle Street Albany, NY 12207 Attorneys for Williams Field Services Company, LLC, DMP New York, Inc., Williams Partners, L.P., and' The Williams Companies, Inc. Konstantin Podolny  By: lo/Manstantin Padalny  Dated: May 31,2018  13    STATE OF NEW YORK PUBLIC: SERVICE COMMISSION Joint Petition of Williams Field Serviçes Company, LLC, Williams Partners, L.P., DMP New York, Inc., and The Williams Companies, Inc., for: al Declaratory Ruling Regarding Application of Section 70 ofthe New York Public  Case No. 18-G-  Service Law  VERIFICATION  STATE OF OKLAHOMA COUNTY OF TULSA  SS,  I,James E. Scheel, being first duly sworn, attest that I am the Senior Vice President = Northeast G&P for The Williams Companies, Inc., and that I have the authority to verify the foregoing Petition. Ihave read the foregoing Petition andIa affirm the facts, representations, and statements set forthl herein are true and correct to the best ofi my knowledge, information, and  belief.  Williams Field Services Company, LLC, DMP New York, Inc., Williams Partners, L.P., and The Williams Companies, Inc. By: h/James ESchecl Name: James E. Scheel Title: Senior Vice President- - Northeast G&P  14    Exhibit A: - Current Simplified Organizational Structure  Public Commons Stock Holders  The Williams Companies, Inc. ("TWC") NYSE: WMB  Public Limited Partnership Unit Holders  Williams Gas Pipelines, LLC  WPZ GP LLC  26%1 limited partnershipi interest  100% general partnershio interest Williams Partners L.P. ("WPZ") NYSE:  74%1 limited partnershipi interest  WPZ  Williams Field Services Group, LLC  Williams Field Services Comapny, LLC("WFS")  DMP New York Inc. ("DMP")    /    5    STATE OF NEW YORK PUBLIC SERVICE COMMISSION Joint Petition of Williams Field Services Company, LLC, Williams Partners, L.P., DMP New York, Inc., and The Williams Companies, Inc., for a Declaratory Ruling Regarding Application of Section 70 of thel New York Public  Case No. 18-G-  Service Law  AFFIDAVIT OF SERVICE  STATE OF NEW YORK COUNTY OF. ALBANY  )ss.:  1Konstantin Podolny, being duly sworn, deposes and says: that on the 3194 day of May, 2018, true and complete copies ofthe PETITION. FOR DECLARATORY RULING REGARDING APPLICATION OF SECTION 70 OF THE NEW: YORK STATE PUBLIC SERVICE LAW" were served upon the following persons by electronic mail:  Carolyn W. Price Town Supervisor Town ofWindsor 68 White Birch Lake Road Windsor, NY 13865 imbouppvisatacticsing  Mr. Jerry Henehan, on behalfofC.R.O.W. 350 Dunbar Road Windsor, New York 13865 erptercehan@yanoo.com  16/5 Konstantin Pedolny Konstantin Podolny    OF  Town of Windsor 124 Main Street Windsor, New' York 13865  Telephone number 607-655-2026 Facsimile 607-655-2027  June 20, 2018  Honorable Kathleen Burgess, Secretary New York State Public Service Commission ATPPPRENESPATVAN Dear Honorable Kathleen Burgess: Re: Case No. 18-G-  Joint Petition of Williams Field Services Company, LLC, Williams Partners, L.P.. DMP New York, Inc., and The Williams Companies, Inc., foral Declaratory Ruling Regarding Application of Section 70 of the New York Public Service Law  The Town of Windsor. received the above referenced Petition:  Petitioner alleges that:  1) APSL Section 70 review is not neçessary because the proposed restructure. of awnership. is 2) The level of review. ini the underlying matter should not change beçause of point 1. The Town does not have any independent information about the corporate structures, shareholder percentages and governance of the companies to determine if the proposed restructuring should be Nor does the Town have independent information to gauge. the level of market power, influence, market concentration, asset changes and ultimately whether potential harm exist to captive ratepayers. The Town encourages the Commission to carefully review the proposed restructuring and do independent research into those areas relevant to the restructuring. Additionally, the Commission should carefully review the proposed restructuring and do independent research into those areas  not changing to a level that triggers such a review.  considered outside the scope of a PSL: section 70 review.    relevant to the restructuring which sheds light intos whether the level of review, for the underlying  action, warrants change. Sincerely,  Cankye RB Carolyn w. Price cc: jamsausindpsnygov Thersareadaniadocom emphemelangpahoocom    Public Service Commission John B. Rhodes Chair and Chief Executive Officer Gregg C. Sayre Diane X. Burman James S. Alesi Commissioners Thomas Congdon Deputy Chair and Executive Deputy Paul Agresta General Counsel Kathleen H. Burgess Secretary  NEWYORK Public Service OPPORTUNITY. Commission  STATEOF  Three Empire State Plaza, Albany, NY 12223-1350  www.dps.ny.gov  June 22, 2018  The Hon. Carolyn W. Price Supervisor, Town of Windsor 142 Main Street Windsor, NY 13865  Re: Case 18-G-0330 - Joint Petition of Williams Field Services Company, LLC, Williams Partners, L.P., DMP New York, Inc., and The Williams Companies, Inc., for a Declaratory Ruling Regarding Application of Section 70 oft the New  York Public Law.  Dear Supervisor Price:  Thank you for your letter of. June 20, 2018, in which you reference the abovementioned petition, and note the Town's lack ofindependent information regarding Petitioners' corporate structures. Thus, the Resolution urges the Public Service Commission to carefully review the  restructuring plan to ensure that it warrants the proposed changes.  Iappreciate your taking the time to comment on these important issues. As part ofthe Department' 's review, your comments have been included among those submitted in this matter, and' thus will be part of the record considered by the Department as it continues its investigation. Documents and comments regarding this matter, as it proceeds, may be accessed on or submitted tot the Department's website (www.dps.ny.gov) via the matter number noted above.  Sincerely,  hu W. Bup Kathleen H. Burgess Secretary    To: From: Re:  PSC  Compiled by Scott Clarke and. Jerry Henehan Concerned Residents of Windsor (C.R.O.W.)  Request for comment  Thank you for your request for comments concerning the Joint Petition of Williams Field Services Company, LLC, Williams Partners, L.P., DMP New York, Inc., and The Williams Companies, Inc., fora Declaratory Ruling Regarding Application of Section 70 of the New' York Public Service law. C.R.O.W. are very interested in this ruling specifically related to the: second conclusion that. "In either event, WFS and DMP will remain subject to the lightened regulations in this petition." We request that as the Dunbar Road Compressor Station (DRCS) returns to operation after modifications tripling throughput that the Public Service Commission (PSC) apply fulll regulations. This request is supported by all the documentation previously: submitted to the PSCI by C.R.O.W. and: specifically three documents discussed.  int this comment, The Documents  Documents submitted on February 11, 2014, Case 13-T-0538. Twenty-four. documents discussing the effects of the DRCS on ther residents surrounding the compressor. C.R.O.W. believes these documents show a need to return to full regulations from lightened Compendium Of Scientific, Medical, and Media Findings, First Edition, July 2014, Second Edition, December 2014, Third Edition, October 2015, Fourth Edition, November 17, 2016, Fifth Edition, March 2018, The Compendium has been used and referenced: all over the world. The Compendium focuses on topics most relatedi tot the public health and: safety impacts of unconventional gas and oil drilling and fracking. Additional risks and harms arise from associated infrastructure and industrial activities that necessarily accompanying drilling and fracking operations. Beginning with thet third edition, a section on infrastructure that focuses on compressor stations, pipelines, wastewater recycling facilities and silica sand mining operations as emerging issues of concern is included. C.R.O.W. believes this ongoing compendium shows a need to return to full regulations from lightened regulations, and to pursue additional regulations to protect the safety and health of residents fromi thei increased The Wingspread Consensus Statement on the Precautionary Principle, January 1998, The Precautionary Principle doesn't tell us that we can't act, only that we: should act with caution and forethought. When an activity raises threats of harm to human health or the environment; precautionary measures should be taken eveni if cause and effect relationships are not fully established: scientifically. In this context the proponent of an: activity, rather than the public, should bear the burden of proof. C.R.O.W. believes the reorganization of Williams and the increase in throughput at the DRCS require a return to full regulations from lightened regulations. Needed caution and forethought call fora additional regulations to protect the  regulations.  risks presented by this alien technology.  residents, their lifestyles and the environment.    Reasons to have full regulations in force  While the residents surrounding the DRCS have been and continue tol be subject to noise and odor intrusions and increased health and safetyr risks, including the explosions of July 23,2012 and January 3, 2015, the petition states on page: 5, "These projects do not provide any retail services or serve any retail customers in New York." Would full regulations reduce these risks? We believe we: should try thet full regulations and find out, rather than continue, "an order granting DMP and WFS', a Certificate of Public Convenience and Necessity, making both DMP and WFS al lightly regulated "gas corporation" The citing of Case 91-E-0350, Wallkill Generating Company, (page 2), is not broad enough as the case considers retail impact only. The reorganization describes not only the retailing but a potential tax. reduction. This reduction presents a potential impact on the members of C.R.O.W. and other NYS  within the definition seti forthi in PSL Section 2(11)."  residents.  Questions unanswered by the petition  How do the changes proposed in the petition impact the residents' ability to influence the activities of WFS, future changes or expansion of activities and the health and: safety issues currently and How will communications between the residents and Williams improve through the proposed How does Williams (page 11): support the ascertain that "Gas gathering is a highly competitive business characterized by low barriers to entry and vigorous overt the location ofs gas lines," in the highly regulated environment of NYS? Ifithe market is 50 competitive, why does Williams join with their  into the future? changes?  potential competition to develop gas gathering lines?  Conclusion  Based on the foregoing, C.R.O.W. requests the Commission issue thet following rulings: 1. Declare the restructuring within the: scope of PSL Section 70 and have the Commission review 2. In an decision, place WFS and DMP under full regulations andi initiate action to create additional  ther restructuring under PSL Section 70 with: scrutiny.  regulations fort this activity.    READ AND LANIADO, LLP ATTORNEYSATLAN 25 EAGLESTREET ALBANY, NEW' YORK 12207-1901 (518)465-93131 MAIN (518)4 465-9315FAX wwwareadlaniado.com  KEVINR.E BROCKS DAVIDI B.JOHNSON SAMI M. LANIADO KONSTANTIN PODOLNY  TYLER W. WOLCOTT HOWARDJ. READ PATRICK, A.SILER OfCounsel  Via Electronic Mail June: 25, 2018  Hon. Kathleen H. Burgess, Secretary New York State Public Service Commission 31 Empire State Plaza Albany, New York 12223  RE: Case No. 18-G-0330 -J Joint Petition of Williams Field Serviçes Company, LLC, Williams Partners, L.P., DMP New York, Inc., and The Williams Companies, Inc., fora Declaratory Ruling Regarding Application of Section 70 ofthe New York Public Service:  Law. Dear Secretary Burgess:  This letter responds to the comments filed by Scott Clarke and Jerry Henehan of Concerned Residents of Windsor ("C.R.O.W.") regarding the captioned petition. C.R.O.W. argues that the Commission should fully regulate Williams Field Services Company, LLC and' DMP New York, Inc. (collectiyely, Williams"), rather than continue to employ the lightened regulatory regime that the Commission implements for gas (and electric) corporations that do not provide retail services. C.R.O.W. states that increasing the throughput oft the Dunbar Compression Station ("Dunbar") and the filing of the captioned petition S.. - require a return to  full regulations from lightened regulations."  Almost three years ago, the Commission approved the expansion ofDunbar and the continuation of the lightened regulation regime for Williams. The Secretary previously determined that C.R.O.W. was not aj party in those proceedings and was not entitled to seek I Cases 13-T-0538 Application of Williams Field Services Company, LLC and DMP New York, Inc. fora Certificate of Environmental Compatibility and Public) Need] Pursuant to Article VIIt to Construct an. Approximately 9.5 Mile Natural Gas Gathering Pipeline int the Town of Windsor, Broome County and Case 10-T-0350- Application ofl DMP New York, Inc. and Laser Northeast Gathering Company, LLC for a Certificate of Environmental Compatibility and Public Need Pursuant to Article VII to Construct a 161 Inch Natural Gas Gathering Pipeline to the Existing Millennium Pipeline in the Town of Windsor, Broome County Approximately 51,857of Steel Coated Pipeline and a Gas Compressor Station (Order Regarding Certificates of Environmental Compatibility  and Public. Need, Issued: and Effective October 16, 2015)(the' "Order").    Hon. Kathleen H. Burgess Secretary  June 25, 2018  Page 2 of2  rehearing at that time.2 The deadline to seek rehearing ofthat Order has long expired. Despite not being aj party and having no right to seek rehearing, the Secretary nonetheless rejected the arguments made by C.R.O.W. against the expansion ofDunbar.3 C.R.O.W.'s latest collateral attack on the Order simply seeks to: resurrect its same opposition to Dunbar, which was previously heard and addressed. C.R.O.W. fails to cite any new circumstances that would warrant. rehearing of that Order, even ifit were entitled to seek rehearing (16) NYCRR Part  3.7(b)).  In addition, in its letter, C.R.O.W. questions how the proposed intra-company organization changes will impact the residents and the day-to-day operations ofDunbar. As explained in the captioned petition, the intra-company restructuring will not change the management or operation ofDunbar in any manner; as such, the petition is irrelevant to the day- to-day operation of Dunbar. Furthermore, to answer C.R.O.W.'s questions, whatever rights it may possess now, or lines of communication that exist with Williams, vis a vis the operation of Dunbar, are entirely unaffected by granting the petition. Similarly, Williams' existing obligations with regard to the Town ofWindsor, including, without limitation, the payment of property related taxes, are unaffected by granting the petition. The petition merely involves a wholly intra-company restructuring upstream ofthe regulated entities and, as a result, such intra- company restructuring will not affect the management or day-to-day operations of Dunbar, all of  which will: remain the same post-restructuring.  Accordingly, for all of the foregoing reasons, C.R.O.W.'s comments should be rejected  and the petition should be granted as soon as practicable. Thank you.  Respectfully submitted,  READ: AND LANIADO, LLPAttorneys for Williams Field Services Company, LLC, Williams Partners, L.P., DMP New York, Inc., and The Williams Companies, Inc.  By:  /s/ Sam M. Laniado Konstantin Podolny  2. Cases -T-0538,10-T-0350, Letter from Secretary Burgess to. Jerry Henehan on behalfofc.R.0.W., dated  November 30, 2015. 3Id.