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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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Emerging growth 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 April 28, 2017
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Common Stock, $1 par value
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826,274,756
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Page
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•
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Expected levels of cash distributions by Williams Partners L.P. (WPZ) with respect to 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, WPZ, and their affiliates;
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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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Whether WPZ will produce sufficient cash flows to provide the level of cash distributions that we expect;
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•
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Whether we are able to pay current and expected levels of dividends;
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•
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Whether WPZ elects to pay expected levels of cash distributions and we elect to pay expected levels of dividends;
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•
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Whether we will be able to effectively execute our financing plan including the receipt of anticipated levels of proceeds from planned asset sales;
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•
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Whether we will be able to effectively manage the transition in our board of directors and management as well as successfully execute our business restructuring;
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•
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Availability of supplies, including lower than anticipated volumes from third parties served by our midstream business, and market demand;
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•
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Volatility of pricing including the effect of lower than anticipated energy commodity prices and margins;
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•
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Inflation, interest 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 timely execute our capital projects and other investment opportunities in accordance with our forecasted capital expenditures budget;
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•
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Our ability to successfully expand our facilities and operations;
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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 and the availability of adequate insurance coverage;
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•
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The impact of existing and future laws, regulations, the regulatory environment, environmental liabilities, and litigation, as well as our ability to obtain permits and achieve favorable rate proceeding outcomes;
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•
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Our 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 and physical damage to our facilities;
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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 Securities and Exchange Commission (SEC).
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Three Months Ended
March 31, |
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2017
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2016
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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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1,261
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$
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1,229
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Product sales
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727
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431
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Total revenues
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1,988
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1,660
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Costs and expenses:
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Product costs
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579
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318
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Operating and maintenance expenses
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368
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391
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Depreciation and amortization expenses
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442
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445
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Selling, general, and administrative expenses
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161
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221
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Other (income) expense – net
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5
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23
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Total costs and expenses
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1,555
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1,398
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Operating income (loss)
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433
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262
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Equity earnings (losses)
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107
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97
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Impairment of equity-method investments (Note 10)
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—
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(112
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)
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Other investing income (loss) – net (Note 3)
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272
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18
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Interest incurred
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(287
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)
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(306
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)
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Interest capitalized
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7
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15
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Other income (expense) – net
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74
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15
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Income (loss) before income taxes
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606
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(11
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)
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Provision (benefit) for income taxes
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37
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2
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Net income (loss)
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569
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(13
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)
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Less: Net income (loss) attributable to noncontrolling interests
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196
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52
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Net income (loss) attributable to The Williams Companies, Inc.
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$
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373
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$
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(65
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)
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Amounts attributable to The Williams Companies, Inc.:
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Basic earnings (loss) per common share:
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Net income (loss)
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$
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.45
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$
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(.09
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)
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Weighted-average shares (thousands)
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824,548
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750,332
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Diluted earnings (loss) per common share:
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Net income (loss)
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$
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.45
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$
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(.09
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)
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Weighted-average shares (thousands)
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826,476
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750,332
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Cash dividends declared per common share
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$
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.30
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$
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.64
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Three Months Ended
March 31, |
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2017
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2016
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(Millions)
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Net income (loss)
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$
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569
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$
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(13
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)
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Other comprehensive income (loss):
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Cash flow hedging activities:
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Net unrealized gain (loss) from derivative instruments, net of taxes of ($1) in 2017
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3
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—
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Foreign currency translation activities:
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Foreign currency translation adjustments, net of taxes of ($15) in 2016
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—
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89
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Pension and other postretirement benefits:
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Amortization of prior service cost (credit) included in net periodic benefit cost
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(1
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)
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(1
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)
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Amortization of actuarial (gain) loss included in net periodic benefit cost, net of taxes of ($3) in 2017 and 2016
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4
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5
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Other comprehensive income (loss)
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6
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93
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Comprehensive income (loss)
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575
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80
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Less: Comprehensive income (loss) attributable to noncontrolling interests
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197
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81
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Comprehensive income (loss) attributable to The Williams Companies, Inc.
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$
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378
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$
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(1
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)
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March 31,
2017 |
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December 31,
2016 |
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(Millions, except per-share amounts)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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639
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$
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170
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Trade accounts and other receivables (net of allowance of $6 at March 31, 2017 and $6 at December 31, 2016)
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867
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938
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Inventories
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148
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138
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Assets held for sale (Note 1)
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1,023
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24
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Other current assets and deferred charges
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168
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192
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Total current assets
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2,845
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1,462
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Investments
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6,738
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6,701
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Property, plant, and equipment, at cost
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38,342
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38,912
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Accumulated depreciation and amortization
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(10,580
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)
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(10,484
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)
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Property, plant, and equipment – net
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27,762
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28,428
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Intangible assets – net of accumulated amortization
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9,570
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9,663
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Regulatory assets, deferred charges, and other
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597
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581
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Total assets
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$
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47,512
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$
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46,835
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LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable
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$
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680
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$
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623
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Liabilities held for sale (Note 1)
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43
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—
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Accrued liabilities
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1,322
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1,448
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Commercial paper
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—
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93
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Long-term debt due within one year
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—
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785
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Total current liabilities
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2,045
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2,949
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Long-term debt
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21,825
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22,624
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Deferred income tax liabilities
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5,133
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4,238
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Regulatory liabilities, deferred income, and other
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3,100
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2,978
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Contingent liabilities (Note 11)
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|
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Equity:
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|
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Stockholders’ equity:
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Common stock (960 million shares authorized at $1 par value;
861 million shares issued at March 31, 2017 and 785 million shares issued at December 31, 2016) |
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861
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785
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Capital in excess of par value
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18,445
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14,887
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Retained deficit
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(9,487
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)
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(9,649
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)
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Accumulated other comprehensive income (loss)
|
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(334
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)
|
|
(339
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)
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Treasury stock, at cost (35 million shares of common stock)
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(1,041
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)
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(1,041
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)
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Total stockholders’ equity
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8,444
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|
|
4,643
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Noncontrolling interests in consolidated subsidiaries
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6,965
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|
|
9,403
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Total equity
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15,409
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|
|
14,046
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Total liabilities and equity
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$
|
47,512
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$
|
46,835
|
|
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The Williams Companies, Inc., Stockholders
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Common
Stock
|
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Capital in
Excess of
Par Value
|
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Retained
Deficit
|
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Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
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Total Equity
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||||||||||||||||
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(Millions)
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||||||||||||||||||||||||||||||
Balance – December 31, 2016
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$
|
785
|
|
|
$
|
14,887
|
|
|
$
|
(9,649
|
)
|
|
$
|
(339
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
4,643
|
|
|
$
|
9,403
|
|
|
$
|
14,046
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
373
|
|
|
—
|
|
|
—
|
|
|
373
|
|
|
196
|
|
|
569
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
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|
|
5
|
|
|
1
|
|
|
6
|
|
||||||||
Issuance of common stock (Note 9)
|
75
|
|
|
2,043
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,118
|
|
|
—
|
|
|
2,118
|
|
||||||||
Cash dividends – common stock
|
—
|
|
|
—
|
|
|
(248
|
)
|
|
—
|
|
|
—
|
|
|
(248
|
)
|
|
—
|
|
|
(248
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(258
|
)
|
|
(258
|
)
|
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Stock-based compensation and related common stock issuances, net of tax
|
1
|
|
|
17
|
|
|
—
|
|
|
—
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|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
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Adoption of ASU 2016-09 (Note 1)
|
—
|
|
|
1
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
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|
|
16
|
|
|
16
|
|
||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
1,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,496
|
|
|
(2,397
|
)
|
|
(901
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
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|
|
4
|
|
|
4
|
|
||||||||
Other
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Net increase (decrease) in equity
|
76
|
|
|
3,558
|
|
|
162
|
|
|
5
|
|
|
—
|
|
|
3,801
|
|
|
(2,438
|
)
|
|
1,363
|
|
||||||||
Balance – March 31, 2017
|
$
|
861
|
|
|
$
|
18,445
|
|
|
$
|
(9,487
|
)
|
|
$
|
(334
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
8,444
|
|
|
$
|
6,965
|
|
|
$
|
15,409
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
OPERATING ACTIVITIES:
|
|
||||||
Net income (loss)
|
$
|
569
|
|
|
$
|
(13
|
)
|
Adjustments to reconcile to net cash provided (used) by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
442
|
|
|
445
|
|
||
Provision (benefit) for deferred income taxes
|
28
|
|
|
2
|
|
||
Net (gain) loss on disposition of equity-method investments
|
(269
|
)
|
|
—
|
|
||
Impairment of equity-method investments
|
—
|
|
|
112
|
|
||
Amortization of stock-based awards
|
21
|
|
|
21
|
|
||
Cash provided (used) by changes in current assets and liabilities:
|
|
|
|
||||
Accounts and notes receivable
|
29
|
|
|
298
|
|
||
Inventories
|
(30
|
)
|
|
(16
|
)
|
||
Other current assets and deferred charges
|
18
|
|
|
16
|
|
||
Accounts payable
|
32
|
|
|
(23
|
)
|
||
Accrued liabilities
|
(133
|
)
|
|
(141
|
)
|
||
Other, including changes in noncurrent assets and liabilities
|
(101
|
)
|
|
82
|
|
||
Net cash provided (used) by operating activities
|
606
|
|
|
783
|
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from (payments of) commercial paper – net
|
(93
|
)
|
|
(365
|
)
|
||
Proceeds from long-term debt
|
470
|
|
|
2,688
|
|
||
Payments of long-term debt
|
(2,000
|
)
|
|
(1,991
|
)
|
||
Proceeds from issuance of common stock
|
2,122
|
|
|
6
|
|
||
Dividends paid
|
(248
|
)
|
|
(480
|
)
|
||
Dividends and distributions paid to noncontrolling interests
|
(242
|
)
|
|
(236
|
)
|
||
Contributions from noncontrolling interests
|
4
|
|
|
16
|
|
||
Payments for debt issuance costs
|
—
|
|
|
(8
|
)
|
||
Other – net
|
(28
|
)
|
|
(3
|
)
|
||
Net cash provided (used) by financing activities
|
(15
|
)
|
|
(373
|
)
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Property, plant, and equipment:
|
|
|
|
||||
Capital expenditures (1)
|
(511
|
)
|
|
(513
|
)
|
||
Net proceeds from dispositions
|
(2
|
)
|
|
24
|
|
||
Proceeds from dispositions of equity-method investments
|
200
|
|
|
—
|
|
||
Purchases of and contributions to equity-method investments
|
(52
|
)
|
|
(63
|
)
|
||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
121
|
|
|
109
|
|
||
Other – net
|
122
|
|
|
97
|
|
||
Net cash provided (used) by investing activities
|
(122
|
)
|
|
(346
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
469
|
|
|
64
|
|
||
Cash and cash equivalents at beginning of year
|
170
|
|
|
100
|
|
||
Cash and cash equivalents at end of period
|
$
|
639
|
|
|
$
|
164
|
|
_____________
|
|
|
|
||||
(1) Increases to property, plant, and equipment
|
$
|
(569
|
)
|
|
$
|
(525
|
)
|
Changes in related accounts payable and accrued liabilities
|
58
|
|
|
12
|
|
||
Capital expenditures
|
$
|
(511
|
)
|
|
$
|
(513
|
)
|
|
|
Carrying Amount
|
||
|
|
March 31, 2017
|
||
|
|
(Millions)
|
||
Assets:
|
|
|
||
Current assets
|
|
$
|
71
|
|
Property, plant, and equipment – net
|
|
901
|
|
|
Other noncurrent assets
|
|
27
|
|
|
|
|
$
|
999
|
|
Liabilities:
|
|
|
||
Current liabilities
|
|
$
|
42
|
|
Noncurrent liabilities
|
|
1
|
|
|
|
|
$
|
43
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Income (loss) before income taxes of disposal group
|
$
|
23
|
|
|
$
|
18
|
|
Income (loss) before income taxes of disposal group attributable to The Williams Companies, Inc.
|
17
|
|
|
11
|
|
|
March 31,
2017 |
|
December 31, 2016
|
|
Classification
|
||||
|
(Millions)
|
|
|
||||||
Assets (liabilities):
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
625
|
|
|
$
|
145
|
|
|
Cash and cash equivalents
|
Trade accounts and other receivables
–
net
|
861
|
|
|
925
|
|
|
Trade accounts and other receivables
|
||
Inventories
|
148
|
|
|
138
|
|
|
Inventories
|
||
Assets held for sale
|
1,023
|
|
|
24
|
|
|
Assets held for sale
|
||
Other current assets
|
157
|
|
|
181
|
|
|
Other current assets and deferred charges
|
||
Investments
|
6,738
|
|
|
6,701
|
|
|
Investments
|
||
Property, plant, and equipment - net
|
27,364
|
|
|
28,021
|
|
|
Property, plant, and equipment - net
|
||
Intangible assets
–
net
|
9,569
|
|
|
9,662
|
|
|
Intangible assets – net of accumulated amortization
|
||
Regulatory assets, deferred charges, and other noncurrent assets
|
453
|
|
|
467
|
|
|
Regulatory assets, deferred charges, and other
|
||
Accounts payable
|
(656
|
)
|
|
(589
|
)
|
|
Accounts payable
|
||
Liabilities held for sale
|
(43
|
)
|
|
—
|
|
|
Liabilities held for sale
|
||
Accrued liabilities including current asset retirement obligations
|
(1,099
|
)
|
|
(1,122
|
)
|
|
Accrued liabilities
|
||
Commercial paper
|
—
|
|
|
(93
|
)
|
|
Commercial paper
|
||
Long-term debt due within one year
|
—
|
|
|
(785
|
)
|
|
Long-term debt due within one year
|
||
Long-term debt
|
(17,065
|
)
|
|
(17,685
|
)
|
|
Long-term debt
|
||
Deferred income tax liabilities
|
(19
|
)
|
|
(20
|
)
|
|
Deferred income tax liabilities
|
||
Noncurrent asset retirement obligations
|
(830
|
)
|
|
(798
|
)
|
|
Regulatory liabilities, deferred income, and other
|
||
Regulatory liabilities, deferred income, and other noncurrent liabilities
|
(1,951
|
)
|
|
(1,860
|
)
|
|
Regulatory liabilities, deferred income, and other
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Williams Partners
|
|
|
|
||||
Net foreign currency exchange (gains) losses (1)
|
$
|
—
|
|
|
$
|
11
|
|
Gains on contract settlements and terminations
|
(13
|
)
|
|
—
|
|
||
Other
|
|
|
|
||||
Gain on sale of unused pipe
|
—
|
|
|
(10
|
)
|
|
(1)
|
Primarily relates to gains and losses incurred on foreign currency transactions and the remeasurement of U.S. dollar denominated current assets and liabilities within our former Canadian operations.
|
•
|
Service revenues
were reduced by
$15 million
for the
three
months ended
March 31, 2016
, related to potential refunds associated with a ruling received in certain rate case litigation within the Williams Partners segment.
|
•
|
Selling, general, and administrative expenses
at March 31, 2016 includes
$34 million
of project development costs related to a proposed propane dehydrogenation facility in Alberta, Canada within the Other segment. Beginning in the first quarter of 2016, these costs did not qualify for capitalization.
|
•
|
Selling, general, and administrative expenses
and
Operating and maintenance expenses
include
$9 million
in severance and other related costs for the three months ended March 31, 2017 for the Williams Partners segment. The
three
months ended March 31, 2016, included
$26 million
in severance and other related costs associated with an approximate
10 percent
reduction in workforce in the first quarter of 2016, primarily within the Williams Partners segment.
|
•
|
Other (income) expense – net
below
Operating income (loss)
includes
$18 million
and
$17 million
for the
three
months ended
March 31, 2017
and 2016, respectively, for allowance for equity funds used during construction primarily within the Williams Partners segment as well as
$28 million
and
$4 million
, respectively, of income associated with a regulatory asset related to deferred taxes on equity funds used during construction.
|
•
|
Other income (expense) – net
below
Operating income (loss)
includes a net gain of
$30 million
associated with the February 2017, early retirement of
$750 million
of
6.125 percent
senior unsecured notes that were due in 2022. (See
Note 8 – Debt and Banking Arrangements
.) The net gain within Williams Partners reflects
$53 million
of unamortized premium, partially offset by
$23 million
in premiums paid.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Current:
|
|
|
|
||||
Federal
|
$
|
3
|
|
|
$
|
—
|
|
State
|
6
|
|
|
—
|
|
||
|
9
|
|
|
—
|
|
||
Deferred:
|
|
|
|
||||
Federal
|
15
|
|
|
(5
|
)
|
||
State
|
13
|
|
|
7
|
|
||
|
28
|
|
|
2
|
|
||
Provision (benefit) for income taxes
|
$
|
37
|
|
|
$
|
2
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in millions, except per-share
amounts; shares in thousands)
|
||||||
Net income (loss) attributable to The Williams Companies, Inc. available to common stockholders for basic and diluted earnings (loss) per common share
|
$
|
373
|
|
|
$
|
(65
|
)
|
Basic weighted-average shares
|
824,548
|
|
|
750,332
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Nonvested restricted stock units
|
1,305
|
|
|
—
|
|
||
Stock options
|
623
|
|
|
—
|
|
||
Diluted weighted-average shares
|
826,476
|
|
|
750,332
|
|
||
Earnings (loss) per common share:
|
|
|
|
||||
Basic
|
$
|
.45
|
|
|
$
|
(.09
|
)
|
Diluted
|
$
|
.45
|
|
|
$
|
(.09
|
)
|
|
Pension Benefits
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Components of net periodic benefit cost:
|
|
|
|
||||
Service cost
|
$
|
13
|
|
|
$
|
14
|
|
Interest cost
|
15
|
|
|
15
|
|
||
Expected return on plan assets
|
(20
|
)
|
|
(21
|
)
|
||
Amortization of net actuarial loss
|
7
|
|
|
8
|
|
||
Net periodic benefit cost
|
$
|
15
|
|
|
$
|
16
|
|
|
Other Postretirement Benefits
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Components of net periodic benefit cost (credit):
|
|
|
|
||||
Interest cost
|
$
|
2
|
|
|
$
|
2
|
|
Expected return on plan assets
|
(3
|
)
|
|
(3
|
)
|
||
Amortization of prior service credit
|
(3
|
)
|
|
(3
|
)
|
||
Reclassification to regulatory liability
|
1
|
|
|
1
|
|
||
Net periodic benefit cost (credit)
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
March 31, 2017
|
||||||
|
Stated Capacity
|
|
Outstanding
|
||||
|
(Millions)
|
||||||
WMB
|
|
|
|
||||
Long-term credit facility
|
$
|
1,500
|
|
|
$
|
595
|
|
Letters of credit under certain bilateral bank agreements
|
|
|
13
|
|
|||
WPZ
|
|
|
|
||||
Long-term credit facility (1)
|
3,500
|
|
|
—
|
|
||
Letters of credit under certain bilateral bank agreements
|
|
|
1
|
|
|
(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, 2016
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(337
|
)
|
|
$
|
(339
|
)
|
Other comprehensive income (loss)
before reclassifications
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Amounts reclassified from
accumulated
other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Other comprehensive income (loss)
|
2
|
|
|
—
|
|
|
3
|
|
|
5
|
|
||||
Balance at March 31, 2017
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
$
|
(334
|
)
|
|
$
|
(334
|
)
|
|
|
|
|
|
||
Component
|
|
Reclassifications
|
|
Classification
|
||
|
|
(Millions)
|
|
|
||
Pension and other postretirement benefits:
|
|
|
|
|
||
Amortization of prior service cost (credit) included in net periodic benefit cost
|
|
$
|
(1
|
)
|
|
Note 7 – Employee Benefit Plans
|
Amortization of actuarial (gain) loss included in net periodic benefit cost
|
|
7
|
|
|
Note 7 – Employee Benefit Plans
|
|
Total pension and other postretirement benefits
|
|
6
|
|
|
|
|
Income tax benefit
|
|
(3
|
)
|
|
Provision (benefit) for income taxes
|
|
Reclassifications during the period
|
|
$
|
3
|
|
|
|
|
|
|
|
|
|
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 March 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
|
$
|
112
|
|
|
$
|
112
|
|
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives assets designated as hedging instruments
|
|
5
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||||
Energy derivatives assets not designated as hedging instruments
|
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other receivables
|
|
5
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
|
(21,825
|
)
|
|
(23,055
|
)
|
|
—
|
|
|
(23,055
|
)
|
|
—
|
|
|||||
Guarantees
|
|
(44
|
)
|
|
(31
|
)
|
|
—
|
|
|
(15
|
)
|
|
(16
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets (liabilities) at December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
|
$
|
96
|
|
|
$
|
96
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives assets designated as hedging instruments
|
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|||||
Energy derivatives assets not designated as hedging instruments
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other receivables
|
|
15
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, including current portion
|
|
(23,409
|
)
|
|
(24,090
|
)
|
|
—
|
|
|
(24,090
|
)
|
|
—
|
|
|||||
Guarantees
|
|
(44
|
)
|
|
(30
|
)
|
|
—
|
|
|
(14
|
)
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
Impairments
|
||||||||
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||
|
Classification
|
|
Segment
|
|
Date of Measurement
|
|
Fair Value
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
|
(Millions)
|
||||||||||
Equity-method investments (1)
|
Investments
|
|
Williams Partners
|
|
March 31, 2016
|
|
$
|
1,294
|
|
|
$
|
—
|
|
|
$
|
109
|
|
Other equity-method investment
|
Investments
|
|
Williams Partners
|
|
March 31, 2016
|
|
—
|
|
|
—
|
|
|
3
|
|
|||
Impairment of equity-method investments
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
112
|
|
(1)
|
Relates to equity-method investments in DBJV and Laurel Mountain. Our carrying values in these equity-method investments had been written down to fair value at December 31, 2015. Our first-quarter 2016 analysis reflected higher discount rates for both of these investments, along with lower natural gas prices for Laurel Mountain. We estimated the fair value of these investments using an income approach based on expected future cash flows and appropriate discount rates. The determination of estimated future cash flows involved significant assumptions regarding gathering volumes and related capital spending. Discount rates utilized ranged from
13.0 percent
to
13.3 percent
and reflected increases in our estimated cost of capital, revised estimates of expected future cash flows, and risks associated with the underlying businesses.
|
•
|
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
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Three Months Ended March 31, 2017
|
|||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
External
|
$
|
1,256
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
1,261
|
|
Internal
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
||||
Total service revenues
|
1,256
|
|
|
8
|
|
|
(3
|
)
|
|
1,261
|
|
||||
Product sales
|
|
|
|
|
|
|
|
||||||||
External
|
727
|
|
|
—
|
|
|
—
|
|
|
727
|
|
||||
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total product sales
|
727
|
|
|
—
|
|
|
—
|
|
|
727
|
|
||||
Total revenues
|
$
|
1,983
|
|
|
$
|
8
|
|
|
$
|
(3
|
)
|
|
$
|
1,988
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended March 31, 2016
|
|||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
External
|
$
|
1,222
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
1,229
|
|
Internal
|
4
|
|
|
11
|
|
|
(15
|
)
|
|
—
|
|
||||
Total service revenues
|
1,226
|
|
|
18
|
|
|
(15
|
)
|
|
1,229
|
|
||||
Product sales
|
|
|
|
|
|
|
|
||||||||
External
|
428
|
|
|
3
|
|
|
—
|
|
|
431
|
|
||||
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total product sales
|
428
|
|
|
3
|
|
|
—
|
|
|
431
|
|
||||
Total revenues
|
$
|
1,654
|
|
|
$
|
21
|
|
|
$
|
(15
|
)
|
|
$
|
1,660
|
|
|
|
|
|
|
|
|
|
||||||||
March 31, 2017
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
46,938
|
|
|
$
|
656
|
|
|
$
|
(82
|
)
|
|
$
|
47,512
|
|
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
46,265
|
|
|
$
|
685
|
|
|
$
|
(115
|
)
|
|
$
|
46,835
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Modified EBITDA by segment:
|
|
|
|
||||
Williams Partners
|
$
|
1,132
|
|
|
$
|
955
|
|
Other
|
18
|
|
|
(37
|
)
|
||
|
1,150
|
|
|
918
|
|
||
Accretion expense associated with asset retirement obligations for nonregulated operations
|
(7
|
)
|
|
(7
|
)
|
||
Depreciation and amortization expenses
|
(442
|
)
|
|
(445
|
)
|
||
Equity earnings (losses)
|
107
|
|
|
97
|
|
||
Impairment of equity-method investments
|
—
|
|
|
(112
|
)
|
||
Other investing income (loss) – net
|
272
|
|
|
18
|
|
||
Proportional Modified EBITDA of equity-method investments
|
(194
|
)
|
|
(189
|
)
|
||
Interest expense
|
(280
|
)
|
|
(291
|
)
|
||
(Provision) benefit for income taxes
|
(37
|
)
|
|
(2
|
)
|
||
Net income (loss)
|
$
|
569
|
|
|
$
|
(13
|
)
|
|
•
|
Opposition to infrastructure projects, including the risk of delay or denial in permits needed for our projects;
|
•
|
Unexpected significant increases in capital expenditures or delays in capital project execution;
|
•
|
Counterparty credit and performance risk, including that of Chesapeake Energy Corporation and its affiliates;
|
•
|
Inability to execute or delay in completing planned asset monetizations;
|
•
|
Lower than anticipated demand for natural gas and natural gas products which could result in lower than expected volumes, energy commodity prices and margins;
|
•
|
General economic, financial markets, or further industry downturn, including increased interest rates;
|
•
|
Physical damages to facilities, including damage to offshore facilities by named windstorms;
|
•
|
Reduced availability of insurance coverage;
|
•
|
Lower than expected distributions from WPZ.
|
|
Three Months Ended
March 31, |
|
|
|
|
||||||||
|
2017
|
|
2016
|
|
$ Change*
|
|
% Change*
|
||||||
|
(Millions)
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,261
|
|
|
$
|
1,229
|
|
|
+32
|
|
|
+3
|
%
|
Product sales
|
727
|
|
|
431
|
|
|
+296
|
|
|
+69
|
%
|
||
Total revenues
|
1,988
|
|
|
1,660
|
|
|
|
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||
Product costs
|
579
|
|
|
318
|
|
|
-261
|
|
|
-82
|
%
|
||
Operating and maintenance expenses
|
368
|
|
|
391
|
|
|
+23
|
|
|
+6
|
%
|
||
Depreciation and amortization expenses
|
442
|
|
|
445
|
|
|
+3
|
|
|
+1
|
%
|
||
Selling, general, and administrative expenses
|
161
|
|
|
221
|
|
|
+60
|
|
|
+27
|
%
|
||
Other (income) expense – net
|
5
|
|
|
23
|
|
|
+18
|
|
|
+78
|
%
|
||
Total costs and expenses
|
1,555
|
|
|
1,398
|
|
|
|
|
|
||||
Operating income (loss)
|
433
|
|
|
262
|
|
|
|
|
|
||||
Equity earnings (losses)
|
107
|
|
|
97
|
|
|
+10
|
|
|
+10
|
%
|
||
Impairment of equity-method investments
|
—
|
|
|
(112
|
)
|
|
+112
|
|
|
+100
|
%
|
||
Other investing income (loss) – net
|
272
|
|
|
18
|
|
|
+254
|
|
|
NM
|
|
||
Interest expense
|
(280
|
)
|
|
(291
|
)
|
|
+11
|
|
|
+4
|
%
|
||
Other income (expense) – net
|
74
|
|
|
15
|
|
|
+59
|
|
|
NM
|
|
||
Income (loss) before income taxes
|
606
|
|
|
(11
|
)
|
|
|
|
|
||||
Provision (benefit) for income taxes
|
37
|
|
|
2
|
|
|
-35
|
|
|
NM
|
|
||
Net income (loss)
|
569
|
|
|
(13
|
)
|
|
|
|
|
||||
Less: Net income (loss) attributable to noncontrolling interests
|
196
|
|
|
52
|
|
|
-144
|
|
|
NM
|
|
||
Net income (loss) attributable to The Williams Companies, Inc.
|
$
|
373
|
|
|
$
|
(65
|
)
|
|
|
|
|
|
*
|
+ = 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
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Service revenues
|
$
|
1,256
|
|
|
$
|
1,226
|
|
Product sales
|
727
|
|
|
428
|
|
||
Segment revenues
|
1,983
|
|
|
1,654
|
|
||
|
|
|
|
||||
Product costs
|
(579
|
)
|
|
(317
|
)
|
||
Other segment costs and expenses
|
(466
|
)
|
|
(571
|
)
|
||
Proportional Modified EBITDA of equity-method investments
|
194
|
|
|
189
|
|
||
Williams Partners Modified EBITDA
|
$
|
1,132
|
|
|
$
|
955
|
|
|
|
|
|
||||
NGL margin
|
$
|
51
|
|
|
$
|
34
|
|
Olefin margin
|
71
|
|
|
71
|
|
•
|
A $258 million increase in marketing revenues primarily due to significantly higher prices and volumes across all products (partially offset in marketing purchases);
|
•
|
A $29 million increase in revenues from our equity NGLs primarily due to significantly higher NGL prices, the effect of which was partially offset by a $17 million decrease due to the sale of our Canadian operations;
|
•
|
A $10 million increase in olefin sales primarily due to a $25 million increase at our other olefin operations that includes a $22 million increase associated with higher propylene prices, partially offset by a $10 million decrease due to the sale of our former Canadian operations, and a $4 million decrease from our Geismar plant. The decrease from our Geismar plant includes a $36 million decrease in sales volumes, partially offset by a $32 million increase in sales prices, primarily due to 46 percent higher per-unit ethylene prices. The lower volumes were driven by plant downtime in first-quarter 2017 associated with an electrical outage and miscellaneous equipment issues.
|
•
|
A $242 million increase in marketing purchases primarily due to the same factors that increased marketing sales (more than offset in marketing revenues). The increase in marketing costs does not reflect the intercompany costs associated with certain gathering and processing services performed by an affiliate;
|
•
|
A $12 million increase in natural gas purchases associated with the production of equity NGLs reflecting a significant increase in per-unit natural gas prices, the effect of which was partially offset by an $12 million decrease due to the sale of our Canadian operations;
|
•
|
A $10 million increase in olefin feedstock purchases primarily due to higher propylene feedstock costs at our other olefin operations, partially offset by $5 million in lower feedstock costs at Geismar due to lower volumes, and a $4 million reduction as a result of the sale of our former Canadian operations.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Service revenues
|
$
|
8
|
|
|
$
|
18
|
|
Product sales
|
—
|
|
|
3
|
|
||
Segment revenues
|
8
|
|
|
21
|
|
||
|
|
|
|
||||
Product costs
|
—
|
|
|
(2
|
)
|
||
Other segment costs and expenses
|
10
|
|
|
(56
|
)
|
||
Other Modified EBITDA
|
$
|
18
|
|
|
$
|
(37
|
)
|
•
|
Cash and cash equivalents on hand;
|
•
|
Cash generated from operations;
|
•
|
Distributions from WPZ;
|
•
|
Distributions from our equity-method investees based on our level of ownership;
|
•
|
Use of our credit facility;
|
•
|
Cash proceeds from issuances of debt and/or equity securities.
|
•
|
Working capital requirements;
|
•
|
Maintenance and expansion capital and investment expenditures;
|
•
|
Interest on our long-term debt;
|
•
|
Repayment of current debt maturities and additional reductions in debt with funds received from the planned asset monetizations;
|
•
|
Investment in WPZ as part of the Financial Repositioning (see
Note 1 – General, Description of Business, and Basis of Presentation
of Notes to Consolidated Financial Statements);
|
•
|
Quarterly dividends to our shareholders.
|
|
March 31, 2017
|
||||||||||
Available Liquidity
|
WPZ
|
|
WMB
|
|
Total
|
||||||
|
(Millions)
|
||||||||||
Cash and cash equivalents
|
$
|
625
|
|
|
$
|
14
|
|
|
$
|
639
|
|
Capacity available under our $1.5 billion credit facility (1)
|
|
|
905
|
|
|
905
|
|
||||
Capacity available to WPZ under its $3.5 billion credit facility, less amounts outstanding under its $3 billion commercial paper program (2)
|
3,500
|
|
|
|
|
3,500
|
|
||||
|
$
|
4,125
|
|
|
$
|
919
|
|
|
$
|
5,044
|
|
|
(1)
|
Through
March 31, 2017
, the highest amount outstanding under our credit facility during 2017 was $805 million. At
March 31, 2017
, we were in compliance with the financial covenants associated with this credit facility. Borrowing capacity available under this facility as of May 2, 2017, was $910 million.
|
(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. As of March 31, 2017, no
Commercial paper
was outstanding under WPZ’s commercial paper program. Through
March 31, 2017
, the highest amount outstanding under WPZ’s commercial paper program and credit facility during 2017 was $178 million. At
March 31, 2017
, WPZ was in compliance with the financial covenants associated with this credit facility. Borrowing capacity available under WPZ’s $3.5 billion credit facility as of May 2, 2017, was $3.5 billion.
|
|
Rating Agency
|
|
Outlook
|
|
Senior Unsecured
Debt Rating
|
|
Corporate
Credit Rating
|
WMB:
|
S&P Global Ratings
|
|
Stable
|
|
BB+
|
|
BB+
|
|
Moody’s Investors Service
|
|
Stable
|
|
Ba2
|
|
N/A
|
|
Fitch Ratings
|
|
Stable
|
|
BB+
|
|
N/A
|
|
|
|
|
|
|
|
|
WPZ:
|
S&P Global Ratings
|
|
Stable
|
|
BBB
|
|
BBB
|
|
Moody’s Investors Service
|
|
Stable
|
|
Baa3
|
|
N/A
|
|
Fitch Ratings
|
|
Rating Watch Positive
|
|
BBB-
|
|
N/A
|
|
Cash Flow
|
|
Three Months Ended
March 31, |
||||||
|
Category
|
|
2017
|
|
2016
|
||||
|
|
|
(Millions)
|
||||||
Sources of cash and cash equivalents:
|
|
|
|
|
|
||||
Operating activities - net
|
Operating
|
|
$
|
606
|
|
|
$
|
783
|
|
Proceeds from equity offerings
|
Financing
|
|
2,122
|
|
|
6
|
|
||
Proceeds from our credit-facility borrowings
|
Financing
|
|
470
|
|
|
850
|
|
||
Proceeds from dispositions of equity-method investments
|
Investing
|
|
200
|
|
|
—
|
|
||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
Investing
|
|
121
|
|
|
109
|
|
||
Contributions from noncontrolling interests
|
Financing
|
|
4
|
|
|
16
|
|
||
Proceeds from long-term debt
|
Financing
|
|
—
|
|
|
998
|
|
||
Proceeds from WPZ’s credit-facility borrowings
|
Financing
|
|
—
|
|
|
840
|
|
||
|
|
|
|
|
|
||||
Uses of cash and cash equivalents:
|
|
|
|
|
|
||||
Payments of long-term debt (see Note 8)
|
Financing
|
|
(1,350
|
)
|
|
—
|
|
||
Payments on our credit-facility borrowings
|
Financing
|
|
(650
|
)
|
|
(465
|
)
|
||
Capital expenditures
|
Investing
|
|
(511
|
)
|
|
(513
|
)
|
||
Quarterly dividends on common stock
|
Financing
|
|
(248
|
)
|
|
(480
|
)
|
||
Dividends and distributions to noncontrolling interests
|
Financing
|
|
(242
|
)
|
|
(236
|
)
|
||
Payments of WPZ’s commercial paper - net
|
Financing
|
|
(93
|
)
|
|
(365
|
)
|
||
Purchases of and contributions to equity-method investments
|
Investing
|
|
(52
|
)
|
|
(63
|
)
|
||
Payments on WPZ’s credit-facility borrowings
|
Financing
|
|
—
|
|
|
(1,525
|
)
|
||
|
|
|
|
|
|
||||
Other sources / (uses) - net
|
Financing and Investing
|
|
92
|
|
|
109
|
|
||
Increase (decrease) in cash and cash equivalents
|
|
|
$
|
469
|
|
|
$
|
64
|
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
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).
|
2.2
|
|
—
|
|
Amendment No 1. to Agreement and Plan of Merger dated as of May 1, 2016, 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 May 3, 2016 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).
|
2.3+
|
|
—
|
|
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).
|
2.4+
|
|
—
|
|
Interest Swap and Purchase Agreement by and among Western Gas Partners, LP, WGR Operating, LP, Delaware Basin JV Gathering LLC, Williams Partners L.P., Williams Midstream Gas Services LLC, and Appalachia Midstream Services, L.L.C., dated February 9, 2017 (filed on February 10, 2017 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).
|
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).
|
3.2
|
|
—
|
|
By-Laws (filed on January 20, 2017, 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).
|
10.1
|
|
—
|
|
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 (filed on September 28, 2015 as Exhibit 10.1 to Williams Partners L.P.’s current report on Form 8‑K (File No. 001-34831) and incorporated herein by reference).
|
10.2§
|
|
—
|
|
Form of 2016 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 22, 2017 as Exhibit 10.18 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.3§
|
|
—
|
|
Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 22, 2017 as Exhibit 10.19 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.4§
|
|
—
|
|
Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers vesting February 22, 2019 (filed on February 22, 2017 as Exhibit 10.20 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.5§
|
|
—
|
|
Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on February 22, 2017 as Exhibit 10.21 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.6§
|
|
—
|
|
Form of 2016 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 22, 2017 as Exhibit 10.22 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
10.7§
|
|
—
|
|
Form of 2017 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 22, 2017 as Exhibit 10.23 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.8§
|
|
—
|
|
Form of 2017 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on February 22, 2017 as Exhibit 10.24 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.9§
|
|
—
|
|
Form of 2017 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 22, 2017 as Exhibit 10.25 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.10*§
|
|
—
|
|
Form of 2017 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
10.11
|
|
—
|
|
Common Unit Issuance Agreement, dated January 9, 2017 (filed on January 10, 2017, as Exhibit 2 to Schedule 13D/A (File No. 005-86017) by The Williams Companies, Inc. relating to the common units representing limited partner interests of Williams Partners L.P. and incorporated herein by reference).
|
10.12
|
|
—
|
|
Common Unit Purchase Agreement, dated January 9, 2017 (filed on January 10, 2017, as Exhibit 3 to Schedule 13D/A (File No. 005-86017) by The Williams Companies, Inc. relating to the common units representing limited partner interests of Williams Partners L.P. and incorporated herein by reference).
|
10.13
|
|
—
|
|
Separation Agreement and General Release entered into by and among Robert S. Purgason and The Williams Companies, Inc., dated March 21, 2017 (filed on March 24, 2017, as Exhibit 10.1 to the Williams Companies. Inc. current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
12*
|
|
—
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
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.
|
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.
|
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.
|
101.INS*
|
|
—
|
|
XBRL Instance Document.
|
101.SCH*
|
|
—
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL*
|
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF*
|
|
—
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB*
|
|
—
|
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE*
|
|
—
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
§
|
Management contract or compensatory plan or arrangement.
|
+
|
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
|
|
|
|
|
|
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).
|
2.2
|
|
—
|
|
Amendment No 1. to Agreement and Plan of Merger dated as of May 1, 2016, 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 May 3, 2016 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).
|
2.3+
|
|
—
|
|
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).
|
2.4+
|
|
—
|
|
Interest Swap and Purchase Agreement by and among Western Gas Partners, LP, WGR Operating, LP, Delaware Basin JV Gathering LLC, Williams Partners L.P., Williams Midstream Gas Services LLC, and Appalachia Midstream Services, L.L.C., dated February 9, 2017 (filed on February 10, 2017 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).
|
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).
|
3.2
|
|
—
|
|
By-Laws (filed on January 20, 2017, 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).
|
10.1
|
|
—
|
|
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 (filed on September 28, 2015 as Exhibit 10.1 to Williams Partners L.P.’s current report on Form 8‑K (File No. 001-34831) and incorporated herein by reference).
|
10.2§
|
|
—
|
|
Form of 2016 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 22, 2017 as Exhibit 10.18 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.3§
|
|
—
|
|
Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 22, 2017 as Exhibit 10.19 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.4§
|
|
—
|
|
Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers vesting February 22, 2019 (filed on February 22, 2017 as Exhibit 10.20 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.5§
|
|
—
|
|
Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on February 22, 2017 as Exhibit 10.21 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.6§
|
|
—
|
|
Form of 2016 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 22, 2017 as Exhibit 10.22 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
10.7§
|
|
—
|
|
Form of 2017 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 22, 2017 as Exhibit 10.23 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.8§
|
|
—
|
|
Form of 2017 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on February 22, 2017 as Exhibit 10.24 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.9§
|
|
—
|
|
Form of 2017 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 22, 2017 as Exhibit 10.25 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).
|
10.10*§
|
|
—
|
|
Form of 2017 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers.
|
10.11
|
|
—
|
|
Common Unit Issuance Agreement, dated January 9, 2017 (filed on January 10, 2017, as Exhibit 2 to Schedule 13D/A (File No. 005-86017) by The Williams Companies, Inc. relating to the common units representing limited partner interests of Williams Partners L.P. and incorporated herein by reference).
|
10.12
|
|
—
|
|
Common Unit Purchase Agreement, dated January 9, 2017 (filed on January 10, 2017, as Exhibit 3 to Schedule 13D/A (File No. 005-86017) by The Williams Companies, Inc. relating to the common units representing limited partner interests of Williams Partners L.P. and incorporated herein by reference).
|
10.13
|
|
—
|
|
Separation Agreement and General Release entered into by and among Robert S. Purgason and The Williams Companies, Inc., dated March 21, 2017 (filed on March 24, 2017, as Exhibit 10.1 to the Williams Companies. Inc. current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
|
12*
|
|
—
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
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.
|
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.
|
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.
|
101.INS*
|
|
—
|
|
XBRL Instance Document.
|
101.SCH*
|
|
—
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL*
|
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF*
|
|
—
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB*
|
|
—
|
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE*
|
|
—
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
§
|
Management contract or compensatory plan or arrangement.
|
+
|
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 all Shares in which a Participant becomes vested pursuant to Subparagraph 5(e) above shall be no more than thirty (30) days after such Participant’s Separation from Service. If such 30-day period spans two calendar years, then payment will be made in the later calendar year. However, 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) six (6) months following the date of such Separation from Service; and (ii) the Participant’s death.
|
|
Three Months Ended
|
||
|
March 31, 2017
|
||
|
(Millions)
|
||
Earnings:
|
|
||
Income (loss) before income taxes
|
$
|
606
|
|
Less: Equity earnings
|
(107
|
)
|
|
Income (loss) before income taxes and equity earnings
|
499
|
|
|
Add:
|
|
||
Fixed charges:
|
|
||
Interest incurred (1)
|
287
|
|
|
Rental expense representative of interest factor
|
3
|
|
|
Total fixed charges
|
290
|
|
|
Distributed income of equity-method investees
|
190
|
|
|
Less:
|
|
||
Interest capitalized
|
(7
|
)
|
|
Total earnings as adjusted
|
$
|
972
|
|
Fixed charges
|
$
|
290
|
|
Ratio of earnings to fixed charges
|
3.35
|
|
|
(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
|
May 4, 2017
|
|
/s/ Donald R. Chappel
|
Donald R. Chappel
|
Chief Financial Officer
|
May 4, 2017
|