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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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THE WILLIAMS COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE
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73-0569878
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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ONE WILLIAMS CENTER
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TULSA, OKLAHOMA
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74172-0172
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Class
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Shares Outstanding at October 26, 2015
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Common Stock, $1 par value
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749,764,737
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Page
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Item 1. Financial Statements
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Consolidated Statement of Operations – Three and
Nine Months Ended September 30, 2015 and 2014
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Consolidated Statement of Comprehensive Income (Loss) – Three and
Nine Months Ended September 30, 2015 and 2014
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Consolidated Balance Sheet –
September 30, 2015 and December 31, 2014
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Consolidated Statement of Changes in Equity –
Nine Months Ended September 30, 2015
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Consolidated Statement of Cash Flows –
Nine Months Ended September 30, 2015 and 2014
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•
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The status, expected timing and expected outcome of the proposed ETC Merger;
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•
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Statements regarding the proposed ETC Merger;
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•
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Our beliefs relating to value creation as a result of the proposed ETC Merger;
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•
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Benefits and synergies of the proposed ETC Merger;
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•
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Future opportunities for the combined company;
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•
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Other statements regarding Williams’ and Energy Transfer’s future beliefs, expectations, plans, intentions, financial condition or performance;
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•
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Expected levels of cash distributions by Williams Partners L.P. (WPZ) with respect to general partner interests, incentive distribution rights and limited partner interests;
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•
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Levels of dividends to Williams stockholders;
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•
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Future credit ratings of Williams and WPZ;
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•
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Amounts and nature of future capital expenditures;
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•
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Expansion and growth of our business and operations;
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•
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Financial condition and liquidity;
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•
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Business strategy;
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•
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Cash flow from operations or results of operations;
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•
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Seasonality of certain business components;
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•
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Natural gas, natural gas liquids, and olefins prices, supply, and demand;
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•
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Demand for our services.
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•
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Satisfaction of the conditions to the completion of the proposed ETC Merger, including receipt of the approval of Williams’ stockholders;
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•
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The timing and likelihood of completion of the proposed ETC Merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals for the proposed merger that could reduce anticipated benefits or cause the parties to abandon the proposed transaction;
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•
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The possibility that the expected synergies and value creation from the proposed ETC Merger will not be realized or will not be realized within the expected time period;
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•
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The risk that the businesses of Williams and Energy Transfer will not be integrated successfully;
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•
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Disruption from the proposed ETC Merger making it more difficult to maintain business and operational relationships;
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•
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The risk that unexpected costs will be incurred in connection with the proposed ETC Merger;
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•
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The possibility that the proposed ETC Merger does not close, including due to the failure to satisfy the closing conditions;
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•
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Whether WPZ will produce sufficient cash flows to provide the level of cash distributions we expect;
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•
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Whether Williams is able to pay current and expected levels of dividends;
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•
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Availability of supplies, market demand and volatility of prices;
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•
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Inflation, interest rates, fluctuation in foreign exchange rates and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers);
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•
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The strength and financial resources of our competitors and the effects of competition;
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•
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Whether we are able to successfully identify, evaluate and execute investment opportunities;
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•
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Our ability to acquire new businesses and assets and successfully integrate those operations and assets into our existing businesses as well as successfully expand our facilities;
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•
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Development of alternative energy sources;
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•
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The impact of operational and developmental hazards and unforeseen interruptions;
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•
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Costs of, changes in, or the results of laws, government regulations (including safety and environmental regulations), environmental liabilities, litigation, and rate proceedings;
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•
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Williams’ costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;
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•
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Changes in maintenance and construction costs;
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•
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Changes in the current geopolitical situation;
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•
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Our exposure to the credit risk of our customers and counterparties;
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•
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Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally-recognized credit rating agencies and the availability and cost of capital;
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•
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The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;
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•
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Risks associated with weather and natural phenomena, including climate conditions;
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•
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Acts of terrorism, including cybersecurity threats and related disruptions;
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•
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Additional risks described in our filings with the SEC.
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
||||||||||||
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2015
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2014
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2015
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2014
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||||||||
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(Millions, except per-share amounts)
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||||||||||||||
Revenues:
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||||||||
Service revenues
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$
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1,239
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$
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1,127
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$
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3,677
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$
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2,771
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Product sales
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560
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942
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1,677
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2,725
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||||
Total revenues
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1,799
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2,069
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5,354
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5,496
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||||
Costs and expenses:
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|
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|
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||||||||
Product costs
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426
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807
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1,382
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2,300
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||||
Operating and maintenance expenses
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403
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412
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1,227
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1,018
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||||
Depreciation and amortization expenses
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432
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369
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1,287
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797
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Selling, general, and administrative expenses
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177
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171
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547
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457
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Net insurance recoveries – Geismar Incident
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—
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—
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(126
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)
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(161
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)
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Other (income) expense – net
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5
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3
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62
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47
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|
||||
Total costs and expenses
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1,443
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1,762
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4,379
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4,458
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Operating income (loss)
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356
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|
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307
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|
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975
|
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1,038
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Equity earnings (losses)
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92
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66
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236
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55
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Gain on remeasurement of equity-method investment
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—
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2,522
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—
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2,522
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Impairment of equity-method investments
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(461
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)
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—
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(461
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)
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—
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Other investing income (loss) – net
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18
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11
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27
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43
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Interest incurred
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(280
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)
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(262
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)
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(831
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)
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(623
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)
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Interest capitalized
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17
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52
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55
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110
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||||
Other income (expense) – net
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20
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10
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70
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15
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||||
Income (loss) from continuing operations before income taxes
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(238
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)
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2,706
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71
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3,160
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Provision (benefit) for income taxes
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(65
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)
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998
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48
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1,133
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||||
Income (loss) from continuing operations
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(173
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)
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1,708
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23
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|
|
2,027
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|
||||
Income (loss) from discontinued operations
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—
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—
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|
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—
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|
|
4
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|
||||
Net income (loss)
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(173
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)
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1,708
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23
|
|
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2,031
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||||
Less: Net income (loss) attributable to noncontrolling interests
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(133
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)
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30
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(121
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)
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110
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|
||||
Net income (loss) attributable to The Williams Companies, Inc.
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$
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(40
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)
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$
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1,678
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$
|
144
|
|
|
$
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1,921
|
|
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
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||||||||
Income (loss) from continuing operations
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$
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(40
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)
|
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$
|
1,678
|
|
|
$
|
144
|
|
|
$
|
1,917
|
|
Income (loss) from discontinued operations
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—
|
|
|
—
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|
|
—
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|
|
4
|
|
||||
Net income (loss)
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$
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(40
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)
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$
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1,678
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$
|
144
|
|
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$
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1,921
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Basic earnings (loss) per common share:
|
|
|
|
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|
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||||||||
Income (loss) from continuing operations
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$
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(.05
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)
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$
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2.24
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$
|
.19
|
|
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$
|
2.70
|
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Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
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|
||||
Net income (loss)
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$
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(.05
|
)
|
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$
|
2.24
|
|
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$
|
.19
|
|
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$
|
2.70
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Weighted-average shares (thousands)
|
749,824
|
|
|
747,412
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|
|
749,059
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|
|
709,809
|
|
||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
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(.05
|
)
|
|
$
|
2.22
|
|
|
$
|
.19
|
|
|
$
|
2.68
|
|
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
$
|
(.05
|
)
|
|
$
|
2.22
|
|
|
$
|
.19
|
|
|
$
|
2.68
|
|
Weighted-average shares (thousands)
|
749,824
|
|
|
752,064
|
|
|
752,621
|
|
|
714,119
|
|
||||
Cash dividends declared per common share
|
$
|
.6400
|
|
|
$
|
.5600
|
|
|
$
|
1.8100
|
|
|
$
|
1.3875
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
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(Millions)
|
||||||||||||||
Net income (loss)
|
$
|
(173
|
)
|
|
$
|
1,708
|
|
|
$
|
23
|
|
|
$
|
2,031
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Cash flow hedging activities:
|
|
|
|
|
|
|
|
||||||||
Net unrealized gain (loss) from derivative instruments, net of taxes
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
Foreign currency translation adjustments, net of taxes of $14 and $24 in 2015 and $13 and $5 in 2014, respectively
|
(74
|
)
|
|
(51
|
)
|
|
(159
|
)
|
|
(58
|
)
|
||||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
||||||||
Amortization of prior service cost (credit) included in net periodic benefit cost, net of taxes of $1 and $2 in 2015 and $1 and $3 in 2014, respectively
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(3
|
)
|
||||
Amortization of actuarial (gain) loss included in net periodic benefit cost, net of taxes of ($5) and ($13) in 2015 and ($4) and ($11) in 2014, respectively
|
7
|
|
|
6
|
|
|
21
|
|
|
18
|
|
||||
Other comprehensive income (loss)
|
(65
|
)
|
|
(46
|
)
|
|
(138
|
)
|
|
(43
|
)
|
||||
Comprehensive income (loss)
|
(238
|
)
|
|
1,662
|
|
|
(115
|
)
|
|
1,988
|
|
||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
(157
|
)
|
|
12
|
|
|
(175
|
)
|
|
105
|
|
||||
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
$
|
(81
|
)
|
|
$
|
1,650
|
|
|
$
|
60
|
|
|
$
|
1,883
|
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
|
(Millions, except per-share amounts)
|
||||||
ASSETS
|
|
|
||||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
125
|
|
|
$
|
240
|
|
Accounts and notes receivable – net:
|
|
|
|
|
||||
Trade and other
|
|
704
|
|
|
972
|
|
||
Income tax receivable
|
|
6
|
|
|
167
|
|
||
Deferred income tax asset
|
|
73
|
|
|
67
|
|
||
Inventories
|
|
156
|
|
|
231
|
|
||
Other current assets and deferred charges
|
|
200
|
|
|
213
|
|
||
Total current assets
|
|
1,264
|
|
|
1,890
|
|
||
Investments
|
|
8,198
|
|
|
8,400
|
|
||
Property, plant, and equipment, at cost
|
|
38,761
|
|
|
36,435
|
|
||
Accumulated depreciation and amortization
|
|
(9,285
|
)
|
|
(8,354
|
)
|
||
Property, plant and equipment – net
|
|
29,476
|
|
|
28,081
|
|
||
Goodwill
|
|
1,145
|
|
|
1,120
|
|
||
Other intangible assets – net of accumulated amortization
|
|
10,053
|
|
|
10,453
|
|
||
Regulatory assets, deferred charges, and other
|
|
683
|
|
|
619
|
|
||
Total assets
|
|
$
|
50,819
|
|
|
$
|
50,563
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
726
|
|
|
$
|
865
|
|
Accrued liabilities
|
|
1,225
|
|
|
900
|
|
||
Commercial paper
|
|
1,530
|
|
|
798
|
|
||
Long-term debt due within one year
|
|
377
|
|
|
4
|
|
||
Total current liabilities
|
|
3,858
|
|
|
2,567
|
|
||
Long-term debt
|
|
21,805
|
|
|
20,888
|
|
||
Deferred income taxes
|
|
4,582
|
|
|
4,712
|
|
||
Other noncurrent liabilities
|
|
2,314
|
|
|
2,224
|
|
||
Contingent liabilities (Note 13)
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock (960 million shares authorized at $1 par value;
784 million shares issued at September 30, 2015 and 782 million shares issued at December 31, 2014) |
|
784
|
|
|
782
|
|
||
Capital in excess of par value
|
|
14,833
|
|
|
14,925
|
|
||
Retained deficit
|
|
(6,764
|
)
|
|
(5,548
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(425
|
)
|
|
(341
|
)
|
||
Treasury stock, at cost (35 million shares of common stock)
|
|
(1,041
|
)
|
|
(1,041
|
)
|
||
Total stockholders’ equity
|
|
7,387
|
|
|
8,777
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
|
10,873
|
|
|
11,395
|
|
||
Total equity
|
|
18,260
|
|
|
20,172
|
|
||
Total liabilities and equity
|
|
$
|
50,819
|
|
|
$
|
50,563
|
|
|
The Williams Companies, Inc., Stockholders
|
|
|
|
|
||||||||||||||||||||||||||
|
Common
Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||
Balance – December 31, 2014
|
$
|
782
|
|
|
$
|
14,925
|
|
|
$
|
(5,548
|
)
|
|
$
|
(341
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
8,777
|
|
|
$
|
11,395
|
|
|
$
|
20,172
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|
(121
|
)
|
|
23
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
(84
|
)
|
|
(54
|
)
|
|
(138
|
)
|
||||||||
Cash dividends – common stock
|
—
|
|
|
—
|
|
|
(1,356
|
)
|
|
—
|
|
|
—
|
|
|
(1,356
|
)
|
|
—
|
|
|
(1,356
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(704
|
)
|
|
(704
|
)
|
||||||||
Stock-based compensation and related common stock issuances, net of tax
|
2
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
(158
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
252
|
|
|
94
|
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
85
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
20
|
|
|
16
|
|
||||||||
Net increase (decrease) in equity
|
2
|
|
|
(92
|
)
|
|
(1,216
|
)
|
|
(84
|
)
|
|
—
|
|
|
(1,390
|
)
|
|
(522
|
)
|
|
(1,912
|
)
|
||||||||
Balance – September 30, 2015
|
$
|
784
|
|
|
$
|
14,833
|
|
|
$
|
(6,764
|
)
|
|
$
|
(425
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
7,387
|
|
|
$
|
10,873
|
|
|
$
|
18,260
|
|
|
Nine Months Ended
September 30, |
||||||
|
2015
|
|
2014
|
||||
|
(Millions)
|
||||||
OPERATING ACTIVITIES:
|
|
||||||
Net income (loss)
|
$
|
23
|
|
|
$
|
2,031
|
|
Adjustments to reconcile to net cash provided (used) by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,287
|
|
|
797
|
|
||
Provision (benefit) for deferred income taxes
|
41
|
|
|
1,042
|
|
||
Impairment of equity-method investments
|
461
|
|
|
—
|
|
||
Amortization of stock-based awards
|
65
|
|
|
36
|
|
||
Gain on remeasurement of equity-method investment
|
—
|
|
|
(2,522
|
)
|
||
Cash provided (used) by changes in current assets and liabilities:
|
|
|
|
||||
Accounts and notes receivable
|
374
|
|
|
(106
|
)
|
||
Inventories
|
76
|
|
|
(89
|
)
|
||
Other current assets and deferred charges
|
(6
|
)
|
|
(49
|
)
|
||
Accounts payable
|
(137
|
)
|
|
60
|
|
||
Accrued liabilities
|
(16
|
)
|
|
(126
|
)
|
||
Other, including changes in noncurrent assets and liabilities
|
(82
|
)
|
|
30
|
|
||
Net cash provided (used) by operating activities
|
2,086
|
|
|
1,104
|
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from (payments of) commercial paper – net
|
727
|
|
|
39
|
|
||
Proceeds from long-term debt
|
6,885
|
|
|
6,134
|
|
||
Payments of long-term debt
|
(5,563
|
)
|
|
(864
|
)
|
||
Proceeds from issuance of common stock
|
27
|
|
|
3,414
|
|
||
Proceeds from sale of limited partner units of consolidated partnership
|
—
|
|
|
55
|
|
||
Dividends paid
|
(1,356
|
)
|
|
(986
|
)
|
||
Dividends and distributions paid to noncontrolling interests
|
(704
|
)
|
|
(509
|
)
|
||
Contributions from noncontrolling interests
|
85
|
|
|
260
|
|
||
Payments for debt issuance costs
|
(33
|
)
|
|
(40
|
)
|
||
Special distribution from Gulfstream
|
396
|
|
|
—
|
|
||
Other – net
|
42
|
|
|
24
|
|
||
Net cash provided (used) by financing activities
|
506
|
|
|
7,527
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Property, plant, and equipment:
|
|
|
|
||||
Capital expenditures (1)
|
(2,425
|
)
|
|
(2,943
|
)
|
||
Net proceeds from dispositions
|
3
|
|
|
35
|
|
||
Purchases of businesses, net of cash acquired
|
(112
|
)
|
|
(5,958
|
)
|
||
Purchases of and contributions to equity-method investments
|
(529
|
)
|
|
(345
|
)
|
||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
251
|
|
|
165
|
|
||
Other – net
|
105
|
|
|
36
|
|
||
Net cash provided (used) by investing activities
|
(2,707
|
)
|
|
(9,010
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(115
|
)
|
|
(379
|
)
|
||
Cash and cash equivalents at beginning of year
|
240
|
|
|
681
|
|
||
Cash and cash equivalents at end of period
|
$
|
125
|
|
|
$
|
302
|
|
_________
|
|
|
|
||||
(1) Increases to property, plant, and equipment
|
$
|
(2,311
|
)
|
|
$
|
(2,902
|
)
|
Changes in related accounts payable and accrued liabilities
|
(114
|
)
|
|
(41
|
)
|
||
Capital expenditures
|
$
|
(2,425
|
)
|
|
$
|
(2,943
|
)
|
•
|
1.8716
common shares representing limited partnership interests in ETC (ETC common shares) (Stock Consideration); or
|
•
|
$43.50
in cash (Cash Consideration); or
|
•
|
$8.00
in cash and
1.5274
ETC common shares (Mixed Consideration).
|
|
September 30,
2015 |
|
December 31, 2014
|
|
Classification
|
||||
|
(Millions)
|
|
|
||||||
Assets (liabilities):
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
81
|
|
|
$
|
113
|
|
|
Cash and cash equivalents
|
Accounts receivable
|
53
|
|
|
52
|
|
|
Accounts and notes receivable – net, Trade and other
|
||
Other current assets
|
2
|
|
|
3
|
|
|
Other current assets and deferred charges
|
||
Property, plant and equipment
–
net
|
2,937
|
|
|
2,794
|
|
|
Property, plant and equipment – net
|
||
Goodwill
|
107
|
|
|
103
|
|
|
Goodwill
|
||
Other intangible assets
–
net
|
1,448
|
|
|
1,493
|
|
|
Other intangible assets – net of accumulated amortization
|
||
Other noncurrent assets
|
—
|
|
|
14
|
|
|
Regulatory assets, deferred charges, and other
|
||
Accounts payable
|
(39
|
)
|
|
(48
|
)
|
|
Accounts payable
|
||
Accrued liabilities
|
(11
|
)
|
|
(36
|
)
|
|
Accrued liabilities
|
||
Current deferred revenue
|
(62
|
)
|
|
(45
|
)
|
|
Accrued liabilities
|
||
Noncurrent deferred income taxes
|
—
|
|
|
(13
|
)
|
|
Deferred income taxes
|
||
Asset retirement obligation
|
(92
|
)
|
|
(94
|
)
|
|
Other noncurrent liabilities
|
||
Noncurrent deferred revenue associated with customer advance payments
|
(342
|
)
|
|
(395
|
)
|
|
Other noncurrent liabilities
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Millions)
|
||||||||||||||
Williams Partners
|
|
|
|
|
|
|
|
||||||||
Amortization of regulatory assets associated with asset retirement obligations
|
$
|
8
|
|
|
$
|
8
|
|
|
$
|
25
|
|
|
$
|
25
|
|
Impairment of certain assets (See Note 12)
|
2
|
|
|
—
|
|
|
29
|
|
|
17
|
|
||||
Net gain related to partial acreage dedication release
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
•
|
Selling, general, and administrative expenses
includes
$26 million
for the
nine
months ended
September 30, 2015
, and
$17 million
and
$19 million
for the three and
nine
months ended
September 30, 2014
, respectively, primarily related to professional advisory fees associated with the ACMP Acquisition and ACMP Merger, reported within the Williams Partners segment.
|
•
|
Selling, general, and administrative expenses
for the three and
nine
months ended
September 30, 2015
, also includes
$1 million
and
$9 million
, respectively, of related employee transition costs reported within the Williams Partners segment, in addition to
$7 million
and
$20 million
, respectively, of general corporate expenses associated with integration and re-alignment of resources.
Selling, general, and administrative expenses
for the three and
nine
months ended
September 30, 2014
, also includes
$4 million
of related employee transition costs reported within the Williams Partners segment, in addition to
$3 million
of general corporate expenses associated with integration and re-alignment of resources.
|
•
|
Operating and maintenance expenses
includes
$10 million
for the
nine
months ended
September 30, 2015
, and
$3 million
for the three and nine months ended
September 30, 2014
, of transition costs reported within the Williams Partners segment.
|
•
|
Interest incurred
includes
$2 million
for the
nine
months ended
September 30, 2015
, and
$9 million
for the
nine
months ended
September 30, 2014
, of transaction-related financing costs.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Millions)
|
||||||||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
|
$
|
98
|
|
State
|
—
|
|
|
(2
|
)
|
|
1
|
|
|
2
|
|
||||
Foreign
|
2
|
|
|
2
|
|
|
6
|
|
|
7
|
|
||||
|
2
|
|
|
(15
|
)
|
|
7
|
|
|
107
|
|
||||
Deferred:
|
|
|
|
|
|
|
|
||||||||
Federal
|
(60
|
)
|
|
911
|
|
|
38
|
|
|
910
|
|
||||
State
|
(6
|
)
|
|
98
|
|
|
(4
|
)
|
|
103
|
|
||||
Foreign
|
(1
|
)
|
|
4
|
|
|
7
|
|
|
13
|
|
||||
|
(67
|
)
|
|
1,013
|
|
|
41
|
|
|
1,026
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total provision (benefit)
|
$
|
(65
|
)
|
|
$
|
998
|
|
|
$
|
48
|
|
|
$
|
1,133
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Dollars in millions, except per-share
amounts; shares in thousands)
|
||||||||||||||
Income (loss) from continuing operations attributable to The Williams Companies, Inc. available to common stockholders for basic and diluted earnings (loss) per common share
|
$
|
(40
|
)
|
|
$
|
1,678
|
|
|
$
|
144
|
|
|
$
|
1,917
|
|
Basic weighted-average shares
|
749,824
|
|
|
747,412
|
|
|
749,059
|
|
|
709,809
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Nonvested restricted stock units
|
—
|
|
|
2,424
|
|
|
1,900
|
|
|
2,205
|
|
||||
Stock options
|
—
|
|
|
2,210
|
|
|
1,662
|
|
|
2,087
|
|
||||
Convertible debentures
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||
Diluted weighted-average shares (1)
|
749,824
|
|
|
752,064
|
|
|
752,621
|
|
|
714,119
|
|
||||
Earnings (loss) per common share from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(.05
|
)
|
|
$
|
2.24
|
|
|
$
|
.19
|
|
|
$
|
2.70
|
|
Diluted
|
$
|
(.05
|
)
|
|
$
|
2.22
|
|
|
$
|
.19
|
|
|
$
|
2.68
|
|
|
(1)
|
For the three months ended September 30, 2015,
1.7 million
weighted-average nonvested restricted stock units and
1.5 million
weighted-average stock options have been excluded from the computation of diluted earnings per common share as their inclusion would be antidilutive due to our loss from continuing operations attributable to The Williams Companies, Inc.
|
|
Pension Benefits
|
||||||||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Millions)
|
||||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
15
|
|
|
$
|
10
|
|
|
$
|
44
|
|
|
$
|
30
|
|
Interest cost
|
14
|
|
|
15
|
|
|
43
|
|
|
46
|
|
||||
Expected return on plan assets
|
(19
|
)
|
|
(19
|
)
|
|
(56
|
)
|
|
(57
|
)
|
||||
Amortization of net actuarial loss
|
11
|
|
|
10
|
|
|
32
|
|
|
29
|
|
||||
Net actuarial loss from settlements
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
22
|
|
|
$
|
16
|
|
|
$
|
64
|
|
|
$
|
48
|
|
|
Other Postretirement Benefits
|
||||||||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Millions)
|
||||||||||||||
Components of net periodic benefit cost (credit):
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
3
|
|
|
2
|
|
|
7
|
|
|
7
|
|
||||
Expected return on plan assets
|
(3
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|
(9
|
)
|
||||
Amortization of prior service credit
|
(4
|
)
|
|
(5
|
)
|
|
(12
|
)
|
|
(15
|
)
|
||||
Amortization of net actuarial loss
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Reclassification to regulatory liability
|
1
|
|
|
1
|
|
|
3
|
|
|
3
|
|
||||
Net periodic benefit cost (credit)
|
$
|
(3
|
)
|
|
$
|
(5
|
)
|
|
$
|
(9
|
)
|
|
$
|
(13
|
)
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
|
(Millions)
|
||||||
Natural gas liquids, olefins, and natural gas in underground storage
|
$
|
84
|
|
|
$
|
150
|
|
Materials, supplies, and other
|
72
|
|
|
81
|
|
||
|
$
|
156
|
|
|
$
|
231
|
|
•
|
This facility becomes available when the aggregate amount of outstanding loans under WPZ’s long-term credit facility plus outstanding commercial paper borrowings reach a total of
$3.5 billion
.
|
•
|
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 in certain circumstances, enter into certain affiliate transactions, make certain distributions during an event of default, enter into certain restrictive agreements and allow any material change in the nature of its business.
|
•
|
If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments and accelerate the maturity of the loans and exercise other rights and remedies.
|
•
|
Each time funds are borrowed under the credit facility, the borrower may choose from two methods of calculating interest: a fluctuating base rate equal to an alternate base rate plus an applicable margin, or a periodic fixed rate equal to LIBOR plus an applicable margin. The borrower is required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin and the commitment fee are determined by reference to a pricing schedule based on the borrower’s senior unsecured long-term debt ratings.
|
|
September 30, 2015
|
||||||
|
Stated Capacity
|
|
Outstanding
|
||||
|
(Millions)
|
||||||
WMB
|
|
|
|
||||
Loans
|
$
|
1,500
|
|
|
$
|
375
|
|
Swingline loans sublimit
|
50
|
|
|
—
|
|
||
Letters of credit sublimit
|
675
|
|
|
—
|
|
||
Letters of credit under certain bilateral bank agreements
|
|
|
14
|
|
|||
WPZ
|
|
|
|
||||
Long-term credit facility:
|
|
|
|
||||
Loans (1)
|
3,500
|
|
|
500
|
|
||
Swingline loans sublimit
|
150
|
|
|
—
|
|
||
Letters of credit sublimit
|
1,125
|
|
|
—
|
|
||
Letters of credit under certain bilateral bank agreements
|
|
|
3
|
|
|||
Short-term credit facility
|
1,000
|
|
|
—
|
|
|
(1)
|
In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of WPZ’s credit facility inclusive of any outstanding amounts under its commercial paper program.
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
|
|
Pension and
Other Post
Retirement
Benefits
|
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Balance at December 31, 2014
|
$
|
(1
|
)
|
|
$
|
31
|
|
|
$
|
(371
|
)
|
|
$
|
(341
|
)
|
Other comprehensive income (loss)
before reclassifications
|
3
|
|
|
(103
|
)
|
|
—
|
|
|
(100
|
)
|
||||
Amounts reclassified from
accumulated
other comprehensive income (loss)
|
(3
|
)
|
|
—
|
|
|
19
|
|
|
16
|
|
||||
Other comprehensive income (loss)
|
—
|
|
|
(103
|
)
|
|
19
|
|
|
(84
|
)
|
||||
Balance at September 30, 2015
|
$
|
(1
|
)
|
|
$
|
(72
|
)
|
|
$
|
(352
|
)
|
|
$
|
(425
|
)
|
|
|
|
|
|
||
Component
|
|
Reclassifications
|
|
Classification
|
||
|
|
(Millions)
|
|
|
||
Cash flow hedges:
|
|
|
|
|
||
Energy commodity contracts
|
|
$
|
(3
|
)
|
|
Product sales
|
Total cash flow hedges
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
||
Pension and other postretirement benefits:
|
|
|
|
|
||
Amortization of prior service cost (credit) included in net periodic benefit cost
|
|
(4
|
)
|
|
Note 8 – Employee Benefit Plans
|
|
Amortization of actuarial (gain) loss included in net periodic benefit cost
|
|
34
|
|
|
Note 8 – Employee Benefit Plans
|
|
Total pension and other postretirement benefits, before income taxes
|
|
30
|
|
|
|
|
|
|
|
|
|
||
Reclassifications before income tax
|
|
27
|
|
|
|
|
Income tax benefit
|
|
(11
|
)
|
|
Provision (benefit) for income taxes
|
|
Reclassifications during the period
|
|
$
|
16
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Quoted
Prices In
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
|
|
(Millions)
|
||||||||||||||||||
Assets (liabilities) at September 30, 2015:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
|
$
|
63
|
|
|
$
|
63
|
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives assets designated as hedging instruments
|
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|||||
Energy derivatives assets not designated as hedging instruments
|
|
3
|
|
|
3
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes receivable and other
|
|
8
|
|
|
12
|
|
|
6
|
|
|
2
|
|
|
4
|
|
|||||
Long-term debt, including current portion
(1)
|
|
(22,180
|
)
|
|
(20,010
|
)
|
|
—
|
|
|
(20,010
|
)
|
|
—
|
|
|||||
Guarantee
|
|
(30
|
)
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets (liabilities) at December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
|
$
|
48
|
|
|
$
|
48
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives assets not designated as hedging instruments
|
|
3
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Notes receivable and other
|
|
30
|
|
|
57
|
|
|
—
|
|
|
4
|
|
|
53
|
|
|||||
Long-term debt, including current portion (1)
|
|
(20,887
|
)
|
|
(21,131
|
)
|
|
—
|
|
|
(21,131
|
)
|
|
—
|
|
|||||
Guarantee
|
|
(31
|
)
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
•
|
Former agricultural fertilizer and chemical operations and former retail petroleum and refining operations;
|
•
|
Former petroleum products and natural gas pipelines;
|
•
|
Former petroleum refining facilities;
|
•
|
Former exploration and production and mining operations;
|
•
|
Former electricity and natural gas marketing and trading operations.
|
•
|
This measure is further adjusted to include our proportionate share (based on ownership interest) of
Modified EBITDA
from our equity-method investments calculated consistently with the definition described above.
|
|
Williams
Partners
|
|
Williams
NGL & Petchem
Services (1)
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Three Months Ended September 30, 2015
|
|
||||||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
1,232
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
1,239
|
|
Internal
|
—
|
|
|
—
|
|
|
64
|
|
|
(64
|
)
|
|
—
|
|
|||||
Total service revenues
|
1,232
|
|
|
1
|
|
|
70
|
|
|
(64
|
)
|
|
1,239
|
|
|||||
Product sales
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
560
|
|
|||||
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total product sales
|
560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
560
|
|
|||||
Total revenues
|
$
|
1,792
|
|
|
$
|
1
|
|
|
$
|
70
|
|
|
$
|
(64
|
)
|
|
$
|
1,799
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended September 30, 2014
|
|||||||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
1,065
|
|
|
$
|
—
|
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
1,127
|
|
Internal
|
1
|
|
|
—
|
|
|
7
|
|
|
(8
|
)
|
|
—
|
|
|||||
Total service revenues
|
1,066
|
|
|
—
|
|
|
69
|
|
|
(8
|
)
|
|
1,127
|
|
|||||
Product sales
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
942
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
942
|
|
|||||
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total product sales
|
942
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
942
|
|
|||||
Total revenues
|
$
|
2,008
|
|
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
(8
|
)
|
|
$
|
2,069
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
Williams
Partners
|
|
Williams
NGL & Petchem
Services (1)
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Nine Months Ended September 30, 2015
|
|||||||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
3,655
|
|
|
$
|
2
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
3,677
|
|
Internal
|
—
|
|
|
—
|
|
|
123
|
|
|
(123
|
)
|
|
—
|
|
|||||
Total service revenues
|
3,655
|
|
|
2
|
|
|
143
|
|
|
(123
|
)
|
|
3,677
|
|
|||||
Product sales
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
1,677
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,677
|
|
|||||
Internal
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||||
Total product sales
|
1,678
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1,677
|
|
|||||
Total revenues
|
$
|
5,333
|
|
|
$
|
2
|
|
|
$
|
143
|
|
|
$
|
(124
|
)
|
|
$
|
5,354
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2014
|
|||||||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
$
|
2,591
|
|
|
$
|
—
|
|
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
2,771
|
|
Internal
|
1
|
|
|
—
|
|
|
14
|
|
|
(15
|
)
|
|
—
|
|
|||||
Total service revenues
|
2,592
|
|
|
—
|
|
|
194
|
|
|
(15
|
)
|
|
2,771
|
|
|||||
Product sales
|
|
|
|
|
|
|
|
|
|
||||||||||
External
|
2,725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,725
|
|
|||||
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total product sales
|
2,725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,725
|
|
|||||
Total revenues
|
$
|
5,317
|
|
|
$
|
—
|
|
|
$
|
194
|
|
|
$
|
(15
|
)
|
|
$
|
5,496
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
49,639
|
|
|
$
|
802
|
|
|
$
|
999
|
|
|
$
|
(621
|
)
|
|
$
|
50,819
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
49,322
|
|
|
$
|
612
|
|
|
$
|
1,220
|
|
|
$
|
(591
|
)
|
|
$
|
50,563
|
|
(1)
|
Includes certain projects under development and thus nominal reported revenues to date.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Millions)
|
||||||||||||||
Modified EBITDA by Segment:
|
|
|
|
|
|
|
|
||||||||
Williams Partners
|
$
|
1,021
|
|
|
$
|
843
|
|
|
$
|
2,891
|
|
|
$
|
2,147
|
|
Williams NGL & Petchem Services
|
(5
|
)
|
|
(4
|
)
|
|
(13
|
)
|
|
(112
|
)
|
||||
Other
|
(17
|
)
|
|
(17
|
)
|
|
(21
|
)
|
|
101
|
|
||||
|
999
|
|
|
822
|
|
|
2,857
|
|
|
2,136
|
|
||||
Accretion expense associated with asset retirement obligations for nonregulated operations
|
(6
|
)
|
|
(4
|
)
|
|
(21
|
)
|
|
(13
|
)
|
||||
Depreciation and amortization expenses
|
(432
|
)
|
|
(369
|
)
|
|
(1,287
|
)
|
|
(797
|
)
|
||||
Equity earnings (losses)
|
92
|
|
|
66
|
|
|
236
|
|
|
55
|
|
||||
Gain on remeasurement of equity-method investment
|
—
|
|
|
2,522
|
|
|
—
|
|
|
2,522
|
|
||||
Impairment of equity-method investments
|
(461
|
)
|
|
—
|
|
|
(461
|
)
|
|
—
|
|
||||
Other investing income (loss) – net
|
18
|
|
|
11
|
|
|
27
|
|
|
43
|
|
||||
Proportional Modified EBITDA of equity-method investments
|
(185
|
)
|
|
(132
|
)
|
|
(504
|
)
|
|
(273
|
)
|
||||
Interest expense
|
(263
|
)
|
|
(210
|
)
|
|
(776
|
)
|
|
(513
|
)
|
||||
(Provision) benefit for income taxes
|
65
|
|
|
(998
|
)
|
|
(48
|
)
|
|
(1,133
|
)
|
||||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Net income (loss)
|
$
|
(173
|
)
|
|
$
|
1,708
|
|
|
$
|
23
|
|
|
$
|
2,031
|
|
|
•
|
General economic, financial markets, or industry downturn;
|
•
|
Lower than anticipated energy commodity prices and margins;
|
•
|
Decreased volumes from third parties served by our midstream business;
|
•
|
Unexpected significant increases in capital expenditures or delays in capital project execution;
|
•
|
Lower than expected distributions, including IDRs, from WPZ. WPZ’s liquidity could also be impacted by a lack of adequate access to capital markets to fund its growth;
|
•
|
Higher cost of capital and/or limited availability of capital due to a change in our financial condition, interest rates, market or industry conditions;
|
•
|
Downgrade of our credit ratings and associated increase in cost of borrowings;
|
•
|
Counterparty credit and performance risk;
|
•
|
Changes in the political and regulatory environments;
|
•
|
Physical damages to facilities, including damage to offshore facilities by named windstorms;
|
•
|
Reduced availability of insurance coverage.
|
•
|
Natural gas and ethane prices are expected to be lower primarily due to higher inventory levels in the marketplace.
|
•
|
Non-ethane prices, including propane, are expected to be lower primarily due to oversupply and the sharp decline in crude oil prices.
|
•
|
Olefins prices, including propylene, ethylene, and the overall ethylene crack spread, are expected to be lower than 2014 levels due to oversupply as well as lower prices of crude oil and correlated products.
|
•
|
Following the ACMP Acquisition, we began consolidating our Access Midstream business’ results of operations effective July 1, 2014. As such, we expect an increase in overall results for our Access Midstream business in 2015 compared to 2014 associated with a full year of consolidated results.
|
•
|
In the Gulf Coast region, we expect higher production handling volumes in 2015, following the completion of Gulfstar FPS in the fourth quarter of 2014.
|
•
|
We anticipate higher natural gas transportation revenues at Transco compared to 2014, as a result of expansion projects placed into service in 2014 and 2015.
|
•
|
In the northeast region, we anticipate growth in our natural gas gathering volumes compared to the prior year as our infrastructure grows to support producer activities in the region.
|
•
|
Volumes in the Haynesville area at our Access Midstream business are expected to be higher in 2015 as compared to 2014 primarily due to an increase in well connections in the area.
|
•
|
We expect an increase in volumes in 2015, as compared to 2014 at our Access Midstream business in the Utica area primarily due to the build out of the Cardinal system, relieving compression constraints and adding new well connections.
|
•
|
In the western region, we anticipate an unfavorable impact in NGL margins in 2015 compared to 2014, primarily due to the sharp decline in NGL prices.
|
•
|
In 2015, our domestic businesses anticipate a continuation of periods when it will not be economical to recover ethane.
|
•
|
Our Gulf olefins business anticipates higher ethylene volumes in 2015 compared to 2014 substantially due to the repair and expansion of the Geismar plant, which returned to operations in late March.
|
•
|
Operating results from our equity-method investments are expected to be higher in 2015 compared to 2014 primarily due to the completion of Discovery’s Keathley Canyon Connector lateral in the first quarter of 2015 and an anticipated increase in volumes as well as our increased ownership interest in UEOM. These increases are offset by an expected decrease in results from our equity-method investment in the Delaware basin gas gathering system primarily due to a redetermination of rates in association with a contract extension.
|
•
|
Amounts recognized under minimum volume commitments at our Access Midstream business in the Barnett area are expected to increase in 2015 compared to 2014.
|
•
|
We expect higher operating expenses in 2015 compared to 2014, related to our growing operations in the northeast region and expansion projects at Transco, partially offset by cost reductions and synergies associated with the ACMP Acquisition.
|
•
|
Lower than expected cash distributions from investees;
|
•
|
Significant asset impairments or operating losses recognized by investees;
|
•
|
Significant delays in or lack of producer development or significant declines in producer volumes in markets served by investees;
|
•
|
Significant delays in or failure to complete significant growth projects of investees.
|
|
Three Months Ended
September 30, |
|
|
|
|
|
Nine Months Ended
September 30, |
|
|
|
|
||||||||||||||||
|
2015
|
|
2014
|
|
$ Change*
|
|
% Change*
|
|
2015
|
|
2014
|
|
$ Change*
|
|
% Change*
|
||||||||||||
|
(Millions)
|
|
|
|
|
|
(Millions)
|
|
|
|
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
1,239
|
|
|
$
|
1,127
|
|
|
+112
|
|
|
+10
|
%
|
|
$
|
3,677
|
|
|
$
|
2,771
|
|
|
+906
|
|
|
+33
|
%
|
Product sales
|
560
|
|
|
942
|
|
|
-382
|
|
|
-41
|
%
|
|
1,677
|
|
|
2,725
|
|
|
-1,048
|
|
|
-38
|
%
|
||||
Total revenues
|
1,799
|
|
|
2,069
|
|
|
|
|
|
|
5,354
|
|
|
5,496
|
|
|
|
|
|
||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product costs
|
426
|
|
|
807
|
|
|
+381
|
|
|
+47
|
%
|
|
1,382
|
|
|
2,300
|
|
|
+918
|
|
|
+40
|
%
|
||||
Operating and maintenance expenses
|
403
|
|
|
412
|
|
|
+9
|
|
|
+2
|
%
|
|
1,227
|
|
|
1,018
|
|
|
-209
|
|
|
-21
|
%
|
||||
Depreciation and amortization expenses
|
432
|
|
|
369
|
|
|
-63
|
|
|
-17
|
%
|
|
1,287
|
|
|
797
|
|
|
-490
|
|
|
-61
|
%
|
||||
Selling, general, and administrative expenses
|
177
|
|
|
171
|
|
|
-6
|
|
|
-4
|
%
|
|
547
|
|
|
457
|
|
|
-90
|
|
|
-20
|
%
|
||||
Net insurance recoveries – Geismar Incident
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
(126
|
)
|
|
(161
|
)
|
|
-35
|
|
|
-22
|
%
|
||||
Other (income) expense – net
|
5
|
|
|
3
|
|
|
-2
|
|
|
-67
|
%
|
|
62
|
|
|
47
|
|
|
-15
|
|
|
-32
|
%
|
||||
Total costs and expenses
|
1,443
|
|
|
1,762
|
|
|
|
|
|
|
4,379
|
|
|
4,458
|
|
|
|
|
|
||||||||
Operating income (loss)
|
356
|
|
|
307
|
|
|
|
|
|
|
975
|
|
|
1,038
|
|
|
|
|
|
||||||||
Equity earnings (losses)
|
92
|
|
|
66
|
|
|
+26
|
|
|
+39
|
%
|
|
236
|
|
|
55
|
|
|
+181
|
|
|
NM
|
|
||||
Gain on remeasurement of equity-method investment
|
—
|
|
|
2,522
|
|
|
-2,522
|
|
|
-100
|
%
|
|
—
|
|
|
2,522
|
|
|
-2,522
|
|
|
-100
|
%
|
||||
Impairment of equity-method investments
|
(461
|
)
|
|
—
|
|
|
-461
|
|
|
NM
|
|
|
(461
|
)
|
|
—
|
|
|
-461
|
|
|
NM
|
|
||||
Other investing income (loss) – net
|
18
|
|
|
11
|
|
|
+7
|
|
|
+64
|
%
|
|
27
|
|
|
43
|
|
|
-16
|
|
|
-37
|
%
|
||||
Interest expense
|
(263
|
)
|
|
(210
|
)
|
|
-53
|
|
|
-25
|
%
|
|
(776
|
)
|
|
(513
|
)
|
|
-263
|
|
|
-51
|
%
|
||||
Other income (expense) – net
|
20
|
|
|
10
|
|
|
+10
|
|
|
+100
|
%
|
|
70
|
|
|
15
|
|
|
+55
|
|
|
NM
|
|
||||
Income (loss) from continuing operations before income taxes
|
(238
|
)
|
|
2,706
|
|
|
|
|
|
|
71
|
|
|
3,160
|
|
|
|
|
|
||||||||
Provision (benefit) for income taxes
|
(65
|
)
|
|
998
|
|
|
+1,063
|
|
|
NM
|
|
|
48
|
|
|
1,133
|
|
|
+1,085
|
|
|
+96
|
%
|
||||
Income (loss) from continuing operations
|
(173
|
)
|
|
1,708
|
|
|
|
|
|
|
23
|
|
|
2,027
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
4
|
|
|
-4
|
|
|
-100
|
%
|
||||
Net income (loss)
|
(173
|
)
|
|
1,708
|
|
|
|
|
|
|
23
|
|
|
2,031
|
|
|
|
|
|
||||||||
Less: Net income (loss) attributable to noncontrolling interests
|
(133
|
)
|
|
30
|
|
|
+163
|
|
|
NM
|
|
|
(121
|
)
|
|
110
|
|
|
+231
|
|
|
NM
|
|
||||
Net income (loss) attributable to The Williams Companies, Inc.
|
$
|
(40
|
)
|
|
$
|
1,678
|
|
|
|
|
|
|
$
|
144
|
|
|
$
|
1,921
|
|
|
|
|
|
|
*
|
+ = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Millions)
|
||||||||||||||
Service revenues
|
$
|
1,232
|
|
|
$
|
1,066
|
|
|
$
|
3,655
|
|
|
$
|
2,592
|
|
Product sales
|
560
|
|
|
942
|
|
|
1,678
|
|
|
2,725
|
|
||||
Segment revenues
|
1,792
|
|
|
2,008
|
|
|
5,333
|
|
|
5,317
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Product costs
|
(426
|
)
|
|
(807
|
)
|
|
(1,383
|
)
|
|
(2,300
|
)
|
||||
Other segment costs and expenses
|
(530
|
)
|
|
(508
|
)
|
|
(1,689
|
)
|
|
(1,297
|
)
|
||||
Net insurance recoveries – Geismar Incident
|
—
|
|
|
—
|
|
|
126
|
|
|
161
|
|
||||
Proportional Modified EBITDA of equity-method investments
|
185
|
|
|
150
|
|
|
504
|
|
|
266
|
|
||||
Williams Partners Modified EBITDA
|
$
|
1,021
|
|
|
$
|
843
|
|
|
$
|
2,891
|
|
|
$
|
2,147
|
|
|
|
|
|
|
|
|
|
||||||||
NGL margin
|
$
|
37
|
|
|
$
|
105
|
|
|
$
|
118
|
|
|
$
|
304
|
|
Olefin margin
|
85
|
|
|
27
|
|
|
155
|
|
|
82
|
|
||||
Marketing margin
|
7
|
|
|
(4
|
)
|
|
13
|
|
|
13
|
|
•
|
A $390 million decrease in marketing revenues primarily associated with lower prices across all products and lower ethane and crude volumes (more than offset in marketing purchases).
|
•
|
A $93 million decrease in revenues from our equity NGLs reflecting $94 million associated with lower NGL prices.
|
•
|
A $101 million increase in olefin sales primarily due to resuming our Geismar operations.
|
•
|
A $401 million decrease in marketing purchases primarily due to lower per-unit costs and lower volumes (substantially offset in marketing revenues).
|
•
|
A $25 million decrease in natural gas purchases associated with the production of equity NGLs primarily due to lower natural gas prices.
|
•
|
A $43 million increase in olefin feedstock purchases primarily due to resuming our Geismar operations.
|
•
|
A $38 million increase in operating costs primarily due to increased growth of operating activity in certain areas and higher repair and maintenance expenses.
|
•
|
A $6 million increase in other costs that include the absence of a $12 million net gain recognized in 2014 related to a partial acreage dedication release, offset by a $12 million benefit related to insurance proceeds received in 2015 related to certain claims from prior years.
|
•
|
A $12 million decrease in administrative expenses primarily due to $20 million lower acquisition, merger, and transition costs associated with the ACMP Acquisition and Merger, partially offset by increases associated with growth of operating activity in certain areas.
|
•
|
A $10 million benefit related to a favorable change in AFUDC related to higher spending on various Transco expansion projects and Constitution.
|
•
|
A $931 million decrease in marketing revenues primarily associated with lower prices across all products, partially offset by higher non-ethane volumes (offset in marketing purchases).
|
•
|
A $260 million decrease in revenues from our equity NGLs reflecting a decrease of $303 million due to lower NGL prices, partially offset by a $43 million increase associated with higher NGL volumes.
|
•
|
A $15 million decrease in revenues associated with various other products.
|
•
|
A $159 million increase in olefin sales primarily due to resuming our Geismar operations during 2015.
|
•
|
A $931 million decrease in marketing purchases primarily due to a decrease in per-unit costs, partially offset by higher non-ethane volumes (offset in marketing revenues).
|
•
|
A $74 million decrease in the natural gas purchases associated with the production of equity NGLs reflecting a decrease of $99 million due to lower natural gas prices, partially offset by a $25 increase associated with higher volumes.
|
•
|
An $86 million increase in olefin feedstock purchases primarily associated with resuming our Geismar operations.
|
•
|
A $343 million increase in operating costs primarily due to new expenses associated with operations acquired in the ACMP Acquisition, increased growth of operating activity in certain areas, and increased maintenance and repair expenses in addition to increased expenses associated with the return to operation of the Geismar plant
.
|
•
|
An $81 million increase in administrative expenses primarily associated with operations acquired in the ACMP Acquisition, including $27 million higher merger and transition-related costs, partially offset by the absence of $15 million of acquisition-related costs incurred in 2014.
|
•
|
An $18 million increase in other costs including $29 million of impairments of certain assets in 2015 compared to $17 million in 2014, the absence of a $12 million net gain recognized in 2014 related to a partial acreage dedication release and an unfavorable change in the deferral of asset retirement obligation-related depreciation to a regulatory asset. These increases are partially offset by a $12 million benefit related to insurance proceeds received in 2015 related to certain claims from prior years.
|
•
|
A $14 million gain associated with early retirement of certain debt in 2015.
|
•
|
A $36 million benefit related to an increase in AFUDC due to higher spending on various Transco expansion projects and Constitution.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(Millions)
|
||||||||||||||
Segment revenues
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Segment costs and expenses
|
(6
|
)
|
|
(5
|
)
|
|
(15
|
)
|
|
(34
|
)
|
||||
Proportional Modified EBITDA of equity-method investments
|
—
|
|
|
1
|
|
|
—
|
|
|
(78
|
)
|
||||
Williams NGL & Petchem Services Modified EBITDA
|
$
|
(5
|
)
|
|
$
|
(4
|
)
|
|
$
|
(13
|
)
|
|
$
|
(112
|
)
|
•
|
Firm demand and capacity reservation transportation revenues under long-term contracts;
|
•
|
Fee-based revenues from certain gathering and processing services.
|
•
|
Cash and cash equivalents on hand;
|
•
|
Cash generated from operations, including cash distributions from WPZ and our equity-method investees based on our level of ownership and incentive distribution rights;
|
•
|
Cash proceeds from issuances of debt and/or equity securities;
|
•
|
Use of our credit facility.
|
•
|
Maintenance and expansion capital expenditures;
|
•
|
Contributions to our equity-method investees to fund their expansion capital expenditures;
|
•
|
Interest on our long-term debt;
|
•
|
Quarterly dividends to our shareholders.
|
|
September 30, 2015
|
||||||||||
Available Liquidity
|
WPZ
|
|
WMB
|
|
Total
|
||||||
|
(Millions)
|
||||||||||
Cash and cash equivalents
|
$
|
110
|
|
|
$
|
15
|
|
|
$
|
125
|
|
Capacity available under our $1.5 billion credit facility (1)
|
|
|
1,125
|
|
|
1,125
|
|
||||
Capacity available to WPZ under its $3.5 billion credit facility less amounts outstanding under its $3 billion commercial paper program (2)
|
1,470
|
|
|
|
|
1,470
|
|
||||
Capacity available to WPZ under its $1 billion short-term credit facility (3)
|
1,000
|
|
|
|
|
1,000
|
|
||||
|
$
|
2,580
|
|
|
$
|
1,140
|
|
|
$
|
3,720
|
|
|
(1)
|
The highest amount outstanding under our credit facility during 2015 was $455 million. At
September 30, 2015
, we were in compliance with the financial covenants associated with this credit facility. See
Note 10 – Debt and Banking Arrangements
of Notes to Consolidated Financial Statements for additional information on our credit facility.
|
(2)
|
In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of WPZ’s credit facility inclusive of any outstanding amounts under its commercial paper program. WPZ has
$1.530 billion
of
commercial paper
outstanding at September 30, 2015. The highest amount outstanding under WPZ’s commercial paper program and credit facility during 2015 was $3.1 billion. At
September 30, 2015
, WPZ was in compliance with the financial covenants associated with this credit facility and the commercial paper program. See
Note 10 – Debt and Banking Arrangements
of Notes to Consolidated Financial Statements for additional information on WPZ’s credit facility and WPZ’s commercial paper program.
|
(3)
|
See
Note 10 – Debt and Banking Arrangements
of Notes to Consolidated Financial Statements for additional information on WPZ’s short-term credit facility entered into August 26, 2015, and WPZ’s short-term facility terminated March 3, 2015.
|
|
Rating Agency
|
|
Outlook
|
|
Senior Unsecured
Debt Rating
|
|
Corporate
Credit Rating
|
|
|
|
|
|
|
|
|
WMB:
|
Standard & Poor’s
|
|
Stable
|
|
BB+
|
|
BB+
|
|
Moody’s Investors Service
|
|
Ratings Under Review For Downgrade
|
|
Baa3
|
|
N/A
|
|
Fitch Ratings
|
|
Rating Watch Negative
|
|
BBB-
|
|
N/A
|
|
|
|
|
|
|
|
|
WPZ:
|
Standard & Poor’s
|
|
Stable
|
|
BBB
|
|
BBB
|
|
Moody’s Investors Service
|
|
Negative
|
|
Baa2
|
|
N/A
|
|
Fitch Ratings
|
|
Rating Watch Negative
|
|
BBB
|
|
N/A
|
•
|
Maintenance capital expenditures, which are generally not discretionary, including: (1) capital expenditures made to replace partially or fully depreciated assets in order to maintain the existing operating capacity of our assets and to extend their useful lives; (2) expenditures which are mandatory and/or essential to comply with laws and regulations and maintain the reliability of our operations; and (3) certain well connection expenditures.
|
•
|
Expansion capital expenditures, which are generally more discretionary than maintenance capital expenditures, including: (1) expenditures to acquire additional assets to grow our business, to expand and upgrade plant or pipeline capacity and to construct new plants, pipelines and storage facilities; and (2) well connection expenditures which are not classified as maintenance expenditures.
|
|
2015
Estimate
|
|
Nine Months Ended
September 30, 2015 |
||||
|
(Millions)
|
||||||
Maintenance
|
$
|
490
|
|
|
$
|
261
|
|
Expansion
|
3,785
|
|
|
2,691
|
|
||
Total
|
$
|
4,275
|
|
|
$
|
2,952
|
|
|
Nine Months Ended
September 30, |
||||||
|
2015
|
|
2014
|
||||
|
(Millions)
|
||||||
Net cash provided (used) by:
|
|
|
|
||||
Operating activities
|
$
|
2,086
|
|
|
$
|
1,104
|
|
Financing activities
|
506
|
|
|
7,527
|
|
||
Investing activities
|
(2,707
|
)
|
|
(9,010
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
$
|
(115
|
)
|
|
$
|
(379
|
)
|
•
|
$727 million
in 2015 and
$39 million
in 2014 of net proceeds from WPZ’s commercial paper;
|
•
|
$1.895 billion net received in 2014 from our debt offerings;
|
•
|
$2.992 billion in 2015 and $2.740 billion in 2014 net received from WPZ’s debt offerings;
|
•
|
$1.533 billion paid in 2015 on WPZ’s debt retirements;
|
•
|
$1.435 billion received in 2015 and $670 million received in 2014 from our credit facility borrowings;
|
•
|
$1.430 billion paid in 2015 and $350 million paid in 2014 on our credit facility borrowings;
|
•
|
$2.457 billion received in 2015 and $829 million received in 2014 from WPZ’s credit facility borrowings;
|
•
|
$2.597 billion paid in 2015 and $513 million paid in 2014 on WPZ’s credit facility borrowings;
|
•
|
$3.378 billion received in 2014 from our equity offering;
|
•
|
$1.356 billion
in 2015 and
$986 million
in 2014 paid for quarterly dividends on common stock;
|
•
|
$704 million
in 2015 and
$509 million
in 2014 paid for dividends and distributions to noncontrolling interests;
|
•
|
$85 million
in 2015 and
$260 million
in 2014 received in contributions from noncontrolling interests;
|
•
|
$396 million
special distribution from Gulfstream in 2015.
|
•
|
Capital expenditures of
$2.425 billion
in 2015 and
$2.943 billion
in 2014;
|
•
|
$112 million
paid in 2015 to purchase a gathering system comprised of approximately 140 miles of pipeline and a sour gas compression facility in the Eagle Ford shale;
|
•
|
$5.958 billion
paid, net of cash acquired, in 2014 for the ACMP Acquisition;
|
•
|
Purchases of and contributions to our equity-method investments of
$529 million
in 2015 and
$345 million
in 2014;
|
•
|
Distributions from unconsolidated affiliates in excess of cumulative earnings of
$251 million
in 2015 and
$165 million
in 2014.
|
•
|
Because the current price of shares of our common stock may reflect a market premium based on the assumption that we will complete the proposed ETC Merger, a failure to complete the proposed ETC Merger could result in a decline in the price of shares of our common stock;
|
•
|
In specified circumstances, we may be required to pay Energy Transfer a termination fee of $1.48 billion;
|
•
|
We will not realize the benefits expected from being part of a larger combined organization;
|
•
|
We have incurred and expect to continue incurring a number of non-recurring ETC Merger-related expenses that must be paid even if the proposed ETC Merger is not completed.
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
§Exhibit 2.1
|
|
—
|
|
Agreement and Plan of Merger dated as of May 12, 2015, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P., and WPZ GP LLC (filed on May 13, 2015 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
§Exhibit 2.2
|
|
—
|
|
Agreement and Plan of Merger dated as of September 28, 2015, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC (filed on October 1, 2015 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
Exhibit 3.1
|
|
—
|
|
Amended and Restated Certificate of Incorporation as supplemented (filed on May 26, 2010, as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
Exhibit 3.2
|
|
—
|
|
By-Laws (filed on August 24, 2015, as Exhibit 3 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
Exhibit 10.1
|
|
—
|
|
Credit Agreement dated as of August 26, 2015, among Williams Partners L.P., the lenders named therein, and Barclays Bank PLC as Administrative Agent (incorporated by reference to Exhibit 10.1 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) filed on August 28, 2015).
|
*#Exhibit 10.2
|
|
—
|
|
Form of 2015 Short-Term Non-Equity Incentive Award Agreement among The Williams Companies Inc. and certain employees and officers.
|
*#Exhibit 10.3
|
|
—
|
|
Form of 2015 Non-Equity Incentive Award Agreement among The Williams Companies Inc. and certain employees and officers.
|
Exhibit 10.4
|
|
—
|
|
Termination Agreement and Release, dated as of September 28, 2015, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P. and WPZ GP LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 001-04174) of The Williams Companies, Inc. filed with the Securities and Exchange Commission on September 28, 2015).
|
*Exhibit 12
|
|
—
|
|
Computation of Ratio of Earnings to Combined Fixed Charges.
|
*Exhibit 31.1
|
|
—
|
|
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*Exhibit 31.2
|
|
—
|
|
Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
**Exhibit 32
|
|
—
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*Exhibit 101.INS
|
|
—
|
|
XBRL Instance Document.
|
*Exhibit 101.SCH
|
|
—
|
|
XBRL Taxonomy Extension Schema.
|
*Exhibit 101.CAL
|
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
*Exhibit 101.DEF
|
|
—
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
*Exhibit 101.LAB
|
|
—
|
|
XBRL Taxonomy Extension Label Linkbase.
|
*Exhibit 101.PRE
|
|
—
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
§
|
Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.
|
|
T
HE
W
ILLIAMS
C
OMPANIES
, I
NC
.
|
|
(Registrant)
|
|
|
|
/s/ T
ED
T. T
IMMERMANS
|
|
Ted T. Timmermans
|
|
Vice President, Controller and Chief Accounting
Officer (Duly Authorized Officer and Principal
Accounting Officer)
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
§Exhibit 2.1
|
|
—
|
|
Agreement and Plan of Merger dated as of May 12, 2015, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P., and WPZ GP LLC (filed on May 13, 2015 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
§Exhibit 2.2
|
|
—
|
|
Agreement and Plan of Merger dated as of September 28, 2015, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC (filed on October 1, 2015 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
Exhibit 3.1
|
|
—
|
|
Amended and Restated Certificate of Incorporation as supplemented (filed on May 26, 2010, as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
Exhibit 3.2
|
|
—
|
|
By-Laws (filed on August 24, 2015, as Exhibit 3 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
Exhibit 10.1
|
|
—
|
|
Credit Agreement dated as of August 26, 2015, among Williams Partners L.P., the lenders named therein, and Barclays Bank PLC as Administrative Agent (incorporated by reference to Exhibit 10.1 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) filed on August 28, 2015).
|
*#Exhibit 10.2
|
|
—
|
|
Form of 2015 Short-Term Non-Equity Incentive Award Agreement among The Williams Companies Inc. and certain employees and officers.
|
*#Exhibit 10.3
|
|
—
|
|
Form of 2015 Non-Equity Incentive Award Agreement among The Williams Companies Inc. and certain employees and officers.
|
Exhibit 10.4
|
|
—
|
|
Termination Agreement and Release, dated as of September 28, 2015, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P. and WPZ GP LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 001-04174) of The Williams Companies, Inc. filed with the Securities and Exchange Commission on September 28, 2015).
|
*Exhibit 12
|
|
—
|
|
Computation of Ratio of Earnings to Combined Fixed Charges.
|
*Exhibit 31.1
|
|
—
|
|
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
*Exhibit 31.2
|
|
—
|
|
Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
**Exhibit 32
|
|
—
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*Exhibit 101.INS
|
|
—
|
|
XBRL Instance Document.
|
*Exhibit 101.SCH
|
|
—
|
|
XBRL Taxonomy Extension Schema.
|
*Exhibit 101.CAL
|
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
*Exhibit 101.DEF
|
|
—
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
*Exhibit 101.LAB
|
|
—
|
|
XBRL Taxonomy Extension Label Linkbase.
|
*Exhibit 101.PRE
|
|
—
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
§
|
Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.
|
|
|
(a)
|
(i) The payment date for the Award in which a Participant becomes vested pursuant to Subparagraph 4(e)(i) above shall be the thirtieth (30
th
) day after such Participant’s Separation from Service,
provided
that if the Participant was a “key employee” within the meaning of Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, payment shall not be made sooner than the earlier to occur of the following: (i) the date that is six (6) months following the date of such Separation from Service; and (ii) the date of the Participant’s death.
|
|
|
(a)
|
(i) The payment date for the Award in which a Participant becomes vested pursuant to Subparagraph 5(e)(i) above shall be the thirtieth (30
th
) day after such Participant’s Separation from Service,
provided
that if the Participant was a “key employee” within the meaning of Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, payment shall not be made sooner than the earlier to occur of the following: (i) the date that is six (6) months following the date of such Separation from Service; and (ii) the date of the Participant’s death.
|
|
Nine Months Ended
|
||
|
September 30, 2015
|
||
|
(Millions)
|
||
Earnings:
|
|
||
Income (loss) before income taxes
|
$
|
71
|
|
Less: Equity earnings
|
(236
|
)
|
|
Income (loss) before income taxes and equity earnings
|
(165
|
)
|
|
Add:
|
|
||
Fixed charges:
|
|
||
Interest incurred (1)
|
831
|
|
|
Rental expense representative of interest factor
|
8
|
|
|
Total fixed charges
|
839
|
|
|
Distributed income of equity-method investees
|
507
|
|
|
Less:
|
|
||
Interest capitalized
|
(55
|
)
|
|
Total earnings as adjusted
|
$
|
1,126
|
|
Fixed charges
|
$
|
839
|
|
Ratio of earnings to fixed charges
|
1.34
|
|
|
(1)
|
Does not include interest related to income taxes, including interest related to liabilities for uncertain tax positions, which is included in
Provision (benefit) for income taxes
in our Consolidated Statement of Operations.
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Alan S. Armstrong
|
|
Alan S. Armstrong
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Donald R. Chappel
|
|
Donald R. Chappel
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
/s/ Alan S. Armstrong
|
Alan S. Armstrong
|
President and Chief Executive Officer
|
October 29, 2015
|
|
/s/ Donald R. Chappel
|
Donald R. Chappel
|
Chief Financial Officer
|
October 29, 2015
|