|
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended December 31, 2017
|
|
OR
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to
|
Delaware
|
|
73-0569878
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
One Williams Center, Tulsa, Oklahoma
|
|
74172
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, $1.00 par value
|
|
New York Stock Exchange
|
Large accelerated filer
þ
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
Emerging growth company
¨
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
|
|
Page
|
PART I
|
|
|
|
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
|
|
|
PART II
|
|
|
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
PART III
|
|
|
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
PART IV
|
|
|
|
|
|
Item 15.
|
||
Item 16.
|
•
|
Williams Partners
— comprised of our consolidated master limited partnership, WPZ, which includes gas pipeline and midstream businesses. The gas pipeline business includes interstate natural gas pipelines and pipeline joint project investments. The midstream business provides natural gas gathering, treating, processing and compression services; NGL production, fractionation, storage, marketing and transportation; deepwater production handling and crude oil transportation services; an olefin production business (see
Note 2 –
|
•
|
Other
— comprised of business activities that are not operating segments, as well as corporate operations. Other also includes certain domestic olefins pipeline assets as well as certain Canadian assets, which included a liquids extraction plant located near Fort McMurray, Alberta, that began operations in March 2016, and a propane dehydrogenation facility which was under development. In September 2016, the Canadian assets were sold (see
Note 2 – Acquisitions and Divestitures
of Notes to Consolidated Financial Statements).
|
•
|
Producer drilling activities impacting natural gas supplies supporting our gathering and processing volumes;
|
•
|
Prices impacting commodity-based activities;
|
•
|
Retaining and attracting customers by continuing to provide reliable services;
|
•
|
Revenue growth associated with additional infrastructure either completed or currently under construction;
|
•
|
Disciplined growth in service areas.
|
•
|
Ethane, primarily used in the petrochemical industry as a feedstock for ethylene production, one of the basic building blocks for plastics;
|
•
|
Propane, used for heating, fuel and as a petrochemical feedstock in the production of ethylene and propylene, another building block for petrochemical-based products such as carpets, packing materials, and molded plastic parts;
|
•
|
Normal butane, isobutane and natural gasoline, primarily used by the refining industry as blending stocks for motor gasoline or as a petrochemical feedstock.
|
•
|
Fee-based: We are paid a fee based on the volume of natural gas processed, generally measured in the Btu heating value. Our customers are entitled to the NGLs produced in connection with this type of processing agreement. A portion of our fee-based processing revenues includes a share of the margins on the NGLs produced. For the year ended
December 31, 2017
, 70 percent of our NGL production volumes were under fee-based contracts.
|
•
|
Noncash commodity-based: We also process gas under two types of commodity-based contracts, keep-whole and percent-of-liquids, where we receive consideration for our services in the form of NGLs. Under these contracts, we retain some or all of the extracted NGLs as compensation for our services. For a keep-whole arrangement we replace the Btu content of the retained NGLs that were extracted during processing with natural gas purchases, also known as shrink replacement gas. For a percent-of-liquids arrangement, we deliver to customers an agreed-upon percentage of the extracted NGLs and retain the remainder. NGLs we retain in connection with these types of processing agreements are referred to as our equity NGL production. Under keep-whole agreements, we have commodity price exposure on the difference between NGL and natural gas prices. For the year ended
December 31, 2017
, 3
0
percent of our NGL production volumes were under noncash commodity-based contracts.
|
|
Natural Gas Gathering Assets
|
||||||||
|
Location
|
|
Pipeline
Miles
|
|
Inlet
Capacity
(Bcf/d)
|
|
Ownership
Interest
|
|
Supply Basins/Shale Formations
|
Northeast
|
|
|
|
|
|
|
|
|
|
Ohio Valley Midstream
|
Ohio, West Virginia, & Pennsylvania
|
|
216
|
|
0.8
|
|
100%
|
|
Appalachian
|
Susquehanna Supply Hub
|
Pennsylvania & New York
|
|
436
|
|
3.2
|
|
100%
|
|
Appalachian
|
Cardinal (1)
|
Ohio
|
|
353
|
|
1.0
|
|
66%
|
|
Appalachian
|
Flint
|
Ohio
|
|
75
|
|
0.4
|
|
100%
|
|
Appalachian
|
Marcellus South (2)
|
Pennsylvania
|
|
41
|
|
0.1
|
|
100%
|
|
Appalachian
|
Atlantic-Gulf
|
|
|
|
|
|
|
|
|
|
Canyon Chief, including Blind Faith and Gulfstar extensions
|
Deepwater Gulf of Mexico
|
|
156
|
|
0.5
|
|
100%
|
|
Eastern Gulf of Mexico
|
Other Eastern Gulf
|
Offshore shelf and other
|
|
46
|
|
0.2
|
|
100%
|
|
Eastern Gulf of Mexico
|
Seahawk
|
Deepwater Gulf of Mexico
|
|
115
|
|
0.4
|
|
100%
|
|
Western Gulf of Mexico
|
Perdido Norte
|
Deepwater Gulf of Mexico
|
|
105
|
|
0.3
|
|
100%
|
|
Western Gulf of Mexico
|
Other Western Gulf
|
Offshore shelf and other
|
|
105
|
|
0.5
|
|
100%
|
|
Western Gulf of Mexico
|
West
|
|
|
|
|
|
|
|
|
|
Four Corners
|
Colorado & New Mexico
|
|
3,742
|
|
1.8
|
|
100%
|
|
San Juan
|
Wamsutter
|
Wyoming
|
|
2,084
|
|
0.7
|
|
100%
|
|
Wamsutter
|
Southwest Wyoming
|
Wyoming
|
|
1,614
|
|
0.5
|
|
100%
|
|
Southwest Wyoming
|
Piceance
|
Colorado
|
|
352
|
|
1.8
|
|
(3)
|
|
Piceance
|
Niobrara
|
Wyoming
|
|
224
|
|
0.2
|
|
(4)
|
|
Powder River
|
Barnett Shale
|
Texas
|
|
858
|
|
0.8
|
|
100%
|
|
Barnett Shale
|
Eagle Ford Shale
|
Texas
|
|
1,225
|
|
0.6
|
|
100%
|
|
Eagle Ford Shale
|
Haynesville Shale
|
Louisiana
|
|
626
|
|
1.8
|
|
100%
|
|
Haynesville Shale
|
Permian
|
Texas
|
|
365
|
|
0.1
|
|
100%
|
|
Permian
|
Mid-Continent
|
Oklahoma, Texas, & Kansas
|
|
2,248
|
|
0.9
|
|
100%
|
|
Miss-Lime, Granite Wash, Colony Wash, Arkoma
|
(1)
|
Statistics reflect 100 percent of the assets from our 66 percent ownership of Cardinal gathering system.
|
(2)
|
Statistics reflect 100 percent of the Beaver Creek assets in the consolidated Marcellus South gathering system.
|
(3)
|
Includes our 60 percent ownership of a gathering system in the Ryan Gulch area with 140 miles of pipeline and 0.2 Bcf/d of inlet capacity, and our 67 percent ownership of a gathering system at Allen Point with 8 miles of pipeline and 0.1 Bcf/d of inlet capacity. We operate both systems. We own and operate 100 percent of the balance of the Piceance gathering assets.
|
(4)
|
Statistics reflect 100 percent of the assets from our 50 percent ownership of the Jackalope gathering system.
|
(1)
|
Statistics reflect 100 percent of the assets from our 50 percent ownership of Bucking Horse gas processing facility.
|
|
Crude Oil Pipelines
|
||||||
|
Pipeline
Miles
|
|
Capacity
(Mbbls/d)
|
|
Ownership
Interest
|
|
Supply Basins
|
Mountaineer, including Blind Faith and Gulfstar extensions
|
155
|
|
150
|
|
100%
|
|
Eastern Gulf of Mexico
|
BANJO
|
57
|
|
90
|
|
100%
|
|
Western Gulf of Mexico
|
Alpine
|
96
|
|
85
|
|
100%
|
|
Western Gulf of Mexico
|
Perdido Norte
|
74
|
|
150
|
|
100%
|
|
Western Gulf of Mexico
|
|
Production Handling Platforms
|
||||||
|
Gas Inlet
Capacity
(MMcf/d)
|
|
Crude/NGL
Handling
Capacity
(Mbbls/d)
|
|
Ownership
Interest
|
|
Supply Basins
|
Devils Tower
|
210
|
|
60
|
|
100%
|
|
Eastern Gulf of Mexico
|
Gulfstar I FPS (1)
|
172
|
|
80
|
|
51%
|
|
Eastern Gulf of Mexico
|
(1)
|
Statistics reflect 100 percent of the assets from our 51 percent interest in Gulfstar One.
|
|
2016
|
|
2015
|
||
Volumes:
|
|
|
|
||
Canadian propylene sales (millions of pounds)
|
87
|
|
|
161
|
|
Canadian NGL sales (millions of gallons)
|
141
|
|
|
284
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Volumes:
(1)
|
|
|
|
|
|
|||
Gathering (Bcf/d)
|
8.15
|
|
|
8.25
|
|
|
8.34
|
|
Plant inlet natural gas (Bcf/d)
|
3.05
|
|
|
3.50
|
|
|
3.52
|
|
NGL production (Mbbls/d) (2)
|
148
|
|
|
151
|
|
|
131
|
|
NGL equity sales (Mbbls/d) (2)
|
39
|
|
|
46
|
|
|
31
|
|
Crude oil transportation (Mbbls/d) (2)
|
134
|
|
|
113
|
|
|
126
|
|
Geismar ethylene sales (millions of pounds)
|
566
|
|
|
1,638
|
|
|
1,066
|
|
(1)
|
Excludes volumes associated with equity-method investments.
|
(2)
|
Annual average Mbbls/d.
|
|
Total
|
||
|
(Millions)
|
||
2017
|
|
||
Service:
|
|
|
|
Regulated natural gas transportation and storage
|
$
|
2,148
|
|
Gathering, processing, and production handling
|
2,715
|
|
|
2016
|
|
||
Service:
|
|
||
Regulated natural gas transportation and storage
|
$
|
2,001
|
|
Gathering, processing, and production handling
|
2,729
|
|
|
2015
|
|
||
Service:
|
|
||
Regulated natural gas transportation and storage
|
$
|
1,938
|
|
Gathering, processing and production handling
|
2,804
|
|
•
|
Costs of providing service, including depreciation expense;
|
•
|
Allowed rate of return, including the equity component of the capital structure and related income taxes;
|
•
|
Contract and volume throughput assumptions.
|
•
|
Leakage from gathering systems, underground gas storage caverns, pipelines, processing or treating facilities, transportation facilities, and storage tanks;
|
•
|
Damage to facilities resulting from accidents during normal operations;
|
•
|
Damages to onshore and offshore equipment and facilities resulting from storm events or natural disasters;
|
•
|
Blowouts, cratering, and explosions.
|
•
|
Expected levels of cash distributions by WPZ with respect to limited partner interests;
|
•
|
Levels of dividends to Williams stockholders;
|
•
|
Future credit ratings of Williams, WPZ, and their affiliates;
|
•
|
Amounts and nature of future capital expenditures;
|
•
|
Expansion and growth of our business and operations;
|
•
|
Expected in-service dates for capital projects;
|
•
|
Financial condition and liquidity;
|
•
|
Business strategy;
|
•
|
Cash flow from operations or results of operations;
|
•
|
Seasonality of certain business components;
|
•
|
Natural gas and natural gas liquids prices, supply, and demand;
|
•
|
Demand for our services.
|
•
|
Whether WPZ will produce sufficient cash flows to provide expected levels of cash distributions;
|
•
|
Whether we are able to pay current and expected levels of dividends;
|
•
|
Whether WPZ elects to pay expected levels of cash distributions and we elect to pay expected levels of dividends;
|
•
|
Whether we will be able to effectively execute our financing plan;
|
•
|
Availability of supplies, including lower than anticipated volumes from third parties served by our midstream business, and market demand;
|
•
|
Volatility of pricing including the effect of lower than anticipated energy commodity prices and margins;
|
•
|
Inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on our customers and suppliers);
|
•
|
The strength and financial resources of our competitors and the effects of competition;
|
•
|
Whether we are able to successfully identify, evaluate, and timely execute our capital projects and other
|
•
|
Our ability to successfully expand our facilities and operations;
|
•
|
Development and rate of adoption of alternative energy sources;
|
•
|
The impact of operational and developmental hazards and unforeseen interruptions, and the availability of adequate insurance coverage;
|
•
|
The impact of existing and future laws (including, but not limited to, the Tax Cuts and Job Acts of 2017), regulations, the regulatory environment, environmental liabilities, and litigation, as well as our ability to obtain necessary permits and approvals and achieve favorable rate proceeding outcomes;
|
•
|
Our costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;
|
•
|
Changes in maintenance and construction costs;
|
•
|
Changes in the current geopolitical situation;
|
•
|
Our exposure to the credit risk of our customers and counterparties;
|
•
|
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;
|
•
|
The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;
|
•
|
Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;
|
•
|
Acts of terrorism, including cybersecurity threats, and related disruptions;
|
•
|
Additional risks described in our filings with the Securities and Exchange Commission (SEC).
|
•
|
Worldwide and domestic supplies of and demand for natural gas, NGLs, oil, and related commodities;
|
•
|
Turmoil in the Middle East and other producing regions;
|
•
|
The activities of the Organization of Petroleum Exporting Countries;
|
•
|
The level of consumer demand;
|
•
|
The price and availability of other types of fuels or feedstocks;
|
•
|
The availability of pipeline capacity;
|
•
|
Supply disruptions, including plant outages and transportation disruptions;
|
•
|
The price and quantity of foreign imports of natural gas and oil;
|
•
|
Domestic and foreign governmental regulations and taxes;
|
•
|
The credit of participants in the markets where products are bought and sold.
|
•
|
Changing circumstances and deviations in variables could negatively impact our investment analysis, including our projections of revenues, earnings, and cash flow relating to potential investment targets, resulting in outcomes which are materially different than anticipated;
|
•
|
We could be required to contribute additional capital to support acquired businesses or assets;
|
•
|
We may assume liabilities that were not disclosed to us, that exceed our estimates and for which contractual protections are either unavailable or prove inadequate;
|
•
|
Acquisitions could disrupt our ongoing business, distract management, divert financial and operational resources from existing operations and make it difficult to maintain our current business standards, controls, and procedures;
|
•
|
Acquisitions and capital projects may require substantial new capital, including the issuance of debt or equity, and we may not be able to access capital markets or obtain acceptable terms.
|
•
|
The amount of cash that WPZ and our other subsidiaries distribute to us;
|
•
|
The amount of cash we generate from our operations, our working capital needs, our level of capital expenditures, and our ability to borrow;
|
•
|
The restrictions contained in our indentures and credit facility and our debt service requirements;
|
•
|
The cost of acquisitions, if any.
|
•
|
We cannot control the amount of capital expenditures that we are required to fund with respect to these operations;
|
•
|
We are dependent on third parties to fund their required share of capital expenditures;
|
•
|
We may be subject to restrictions or limitations on our ability to sell or transfer our interests in the jointly owned assets;
|
•
|
We may be forced to offer rights of participation to other joint venture participants in the area of mutual interest;
|
•
|
We have limited ability to influence or control certain day to day activities affecting the operations.
|
•
|
The level of existing and new competition in our businesses or from alternative sources, such as electricity, renewable resources, coal, fuel oils, or nuclear energy;
|
•
|
Natural gas and NGL prices, demand, availability, and margins in our markets. Higher prices for energy commodities related to our businesses could result in a decline in the demand for those commodities and, therefore, in customer contracts or throughput on our pipeline systems. Also, lower energy commodity prices could negatively impact our ability to maintain or achieve favorable contractual terms, including pricing, and could also result in a decline in the production of energy commodities resulting in reduced customer contracts, supply contracts, and throughput on our pipeline systems;
|
•
|
General economic, financial markets, and industry conditions;
|
•
|
The effects of regulation on us, our customers, and our contracting practices;
|
•
|
Our ability to understand our customers’ expectations, efficiently and reliably deliver high quality services and effectively manage customer relationships. The results of these efforts will impact our reputation and positioning in the market.
|
•
|
Aging infrastructure and mechanical problems;
|
•
|
Damages to pipelines and pipeline blockages or other pipeline interruptions;
|
•
|
Uncontrolled releases of natural gas (including sour gas), NGLs, crude oil, or other products;
|
•
|
Collapse or failure of storage caverns;
|
•
|
Operator error;
|
•
|
Damage caused by third-party activity, such as operation of construction equipment;
|
•
|
Pollution and other environmental risks;
|
•
|
Fires, explosions, craterings, and blowouts;
|
•
|
Security risks, including cybersecurity;
|
•
|
Operating in a marine environment.
|
•
|
Make it more difficult for us to satisfy our obligations with respect to our indebtedness, which could in turn result in an event of default on such indebtedness;
|
•
|
Impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes, or other purposes;
|
•
|
Diminish our ability to withstand a continued or future downturn in our business or the economy generally;
|
•
|
Require us to dedicate a substantial portion of our cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, the payments of dividends, general corporate purposes, or other purposes;
|
•
|
Limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, including limiting our ability to expand or pursue our business activities and preventing us from engaging in certain transactions that might otherwise be considered beneficial to us.
|
•
|
Transportation and sale for resale of natural gas in interstate commerce;
|
•
|
Rates, operating terms, types of services, and conditions of service;
|
•
|
Certification and construction of new interstate pipelines and storage facilities;
|
•
|
Acquisition, extension, disposition, or abandonment of existing interstate pipelines and storage facilities;
|
•
|
Accounts and records;
|
•
|
Depreciation and amortization policies;
|
•
|
Relationships with affiliated companies who are involved in marketing functions of the natural gas business;
|
•
|
Market manipulation in connection with interstate sales, purchases, or transportation of natural gas.
|
Alan S. Armstrong
|
Director, Chief Executive Officer, and President
|
|
Age: 55
|
|
Position held since January 2011.
|
|
Mr. Armstrong has served as our Chief Executive Officer and President and a director of Williams since January 2011. Mr. Armstrong has served as a director of the general partner of ACMP/WPZ since 2012, as Chief Executive Officer of ACMP/WPZ since December 31, 2014, and as Chairman of the Board of ACMP/WPZ since February 2, 2015. Mr. Armstrong also served as Chairman of the Board and Chief Executive Officer of the general partner of Pre-merger WPZ from 2011 until the ACMP Merger, as Senior Vice President - Midstream of Pre-merger WPZ from 2010 to 2011, and a director and Chief Operating Officer of Pre-merger WPZ from 2005 to 2010. From 2002 to 2011, Mr. Armstrong served as Williams’ Senior Vice President - Midstream and acted as president of our midstream business. From 1999 to 2002, Mr. Armstrong was Vice President, Gathering and Processing in our midstream business and from 1998 to 1999 was Vice President, Commercial Development. Mr. Armstrong has served as a director of BOK Financial Corporation, a financial services company, since 2013.
|
Walter J. Bennett
|
Senior Vice President - West
|
|
Age: 48
|
|
Position held since January 2015.
|
|
Mr. Bennett has served as our Senior Vice President - West since January 2015. Mr. Bennett has served as Senior Vice President - West of the general partner of ACMP/WPZ since December 2013 and as Senior Vice President - West of the general partner of Pre-merger WPZ from January 2015 until the ACMP Merger. Mr. Bennett previously served as a director of the general partner of ACMP/WPZ from February 2017 through November 2017. Mr. Bennett was formerly Chief Operating Officer of Chesapeake Midstream Development and served as Senior Vice President - Operations at Boardwalk Pipeline Partners.
|
John D. Chandler
|
Senior Vice President and Chief Financial Officer
|
|
Age: 48
|
|
Position held since September 2017.
|
|
Mr. Chandler has served as our
Senior Vice President and Chief Financial Officer since September 2017, and
as a director of the general partner of ACMP/WPZ since November 2017
. Mr. Chandler
most recently served as Senior Vice President and Chief Financial Officer of Magellan GP, LLC, the general partner of Magellan Midstream Partners, LP from 2009 until his retirement in March 2014. From 2003 until 2009, he served as Senior Vice President and Chief Financial Officer for the general partner of Magellan Midstream Holdings, L.P. From 1992 until 2002, Mr. Chandler held various accounting and finance roles within Williams and MAPCO Inc., prior to its acquisition by Williams
. Mr. Chandler has served as a director of Matrix Service Company since June 2017.
|
Micheal G. Dunn
|
Executive Vice President and Chief Operating Officer
|
|
Age: 52
|
|
Position held since February 2017.
|
|
Mr. Dunn has served as our Executive Vice President and Chief Operating Officer and as a director of the general partner of ACMP/WPZ since February 2017. Previously, Mr. Dunn served as President of Questar Pipeline and as Executive Vice President of Questar Corporation from 2015 through 2017. Prior to that, Mr. Dunn served as President and Chief Executive Officer of PacifiCorp Energy from 2010 through 2015, a subsidiary of Berkshire Hathaway Energy. Earlier, Mr. Dunn was president of Kern River Gas Transmission Company, a Berkshire Hathaway Energy interstate natural gas pipeline subsidiary. He joined Kern River in 1990, having served in various leadership roles in the areas of operations, construction, engineering and information technology before being named President of Kern River in 2007. Mr. Dunn began his career with Williams as an operations engineer and spent 14 years with the company in a variety of technical and leadership roles.
|
Frank J. Ferazzi
|
Senior Vice President - Atlantic Gulf
|
|
Age: 61
|
|
Position held since June 2017
|
|
Mr. Ferazzi has served as our Senior Vice President - Atlantic-Gulf since June 2017. Previously, Mr. Ferazzi served as VP & GM Eastern Interstates from November 2014 through June 2017, and previously as VP & GM Transco from January 2013 through January 2015. Prior to that, Mr. Ferazzi served as VP Commercial Operations - Gas Pipeline from May 2010 through December 2012.
|
John E. Poarch
|
Senior Vice President - Engineering Services
|
|
Age: 52
|
|
Position held since November 2017.
|
|
Mr. Poarch has served as our Senior Vice President - Engineering Services since November 2017. Previously, he served as VP Commercial West OA from March 2017 through November 2017, and before that, as VP Commercial & Business Development from January 2015 through March 2017. Previously, Mr. Poarch was the general manager for Access Midstream’s Eagle Ford operations.
|
James E. Scheel
|
Senior Vice President - Northeast G&P
|
|
Age: 53
|
|
Position held since January 2014.
|
|
Mr. Scheel has served as our Senior Vice President - Northeast G&P since January 2014. Mr. Scheel served as a director of ACMP/WPZ from the ACMP Merger until November 2017. Mr. Scheel served as a director of the Pre-merger WPZ general partner from 2012 until the ACMP Merger. Mr. Scheel served as a director of the Pre-merger ACMP general partner from December 2012 to February 2014. Previously, Mr. Scheel served as Senior Vice President - Corporate Strategic Development of Williams and the Pre-merger WPZ general partner from February 2012 to January 2014. Mr. Scheel served as Vice President of Business Development of Williams’ midstream business from January 2011 to February 2012.
|
Ted T. Timmermans
|
Vice President, Controller, and Chief Accounting Officer
|
|
Age: 61
|
|
Position held since July 2005.
|
|
Mr. Timmermans has served as our Vice President, Controller, and Chief Accounting Officer since July 2005. Mr. Timmermans has served in the same roles for the general partner of ACMP/WPZ since the ACMP Merger. Mr. Timmermans served as Chief Accounting Officer of WMZ from 2008 until its merger with Pre-Merger WPZ in 2010. Previously, Mr. Timmermans served as our Assistant Controller from 1998 to 2005.
|
T. Lane Wilson
|
Senior Vice President, General Counsel and Chief Compliance Officer
|
|
Age: 51
|
|
Position held since April 2017.
|
|
Mr. Wilson has served as Senior Vice President, General Counsel and Chief Compliance Officer since April 2017. Prior to joining Williams, Mr. Wilson served as a United States Magistrate Judge for the Northern District of Oklahoma from 2009 until he joined Williams in April 2017. Mr. Wilson previously served as a shareholder and member of the board of directors of the Hall Estill law firm from 1994 through 2008.
|
Chad J. Zamarin
|
Senior Vice President - Corporate Strategic Development
|
|
Age: 41
|
|
Position held since June 2017.
|
|
Mr.
Zamarin has served as
our Senior Vice President - Corporate Strategic Development since June 2017. Mr. Zamarin has served as a
director of the general partner of ACMP/WPZ since November 2017.
Previously, he served as President, Pipeline and Midstream at Cheniere Energy from 2014 through 2017. Prior to joining Cheniere, Mr. Zamarin served as the Chief Operating Officer at NiSource Midstream, LLC and NiSource Energy Ventures, LLC, as well as the President of Pennant Midstream, LLC, a joint venture with Hilcorp Energy.
|
|
|
|
High
|
|
Low
|
|
Dividend
|
||||||
2017
|
|
|
|
|
|
||||||
First Quarter
|
$
|
32.69
|
|
|
$
|
27.68
|
|
|
$
|
0.30
|
|
Second Quarter
|
31.25
|
|
|
27.65
|
|
|
0.30
|
|
|||
Third Quarter
|
32.18
|
|
|
28.76
|
|
|
0.30
|
|
|||
Fourth Quarter
|
30.72
|
|
|
26.82
|
|
|
0.30
|
|
|||
2016
|
|
|
|
|
|
||||||
First Quarter
|
$
|
26.68
|
|
|
$
|
10.22
|
|
|
$
|
0.64
|
|
Second Quarter
|
23.89
|
|
|
14.60
|
|
|
0.64
|
|
|||
Third Quarter
|
31.43
|
|
|
19.68
|
|
|
0.20
|
|
|||
Fourth Quarter
|
32.21
|
|
|
27.35
|
|
|
0.20
|
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Millions, except per-share amounts)
|
||||||||||||||||||
Revenues (1)
|
$
|
8,031
|
|
|
$
|
7,499
|
|
|
$
|
7,360
|
|
|
$
|
7,637
|
|
|
$
|
6,860
|
|
Income (loss) from continuing operations (2)
|
2,509
|
|
|
(350
|
)
|
|
(1,314
|
)
|
|
2,335
|
|
|
679
|
|
|||||
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations (2)
|
2,174
|
|
|
(424
|
)
|
|
(571
|
)
|
|
2,110
|
|
|
441
|
|
|||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations (2)
|
2.62
|
|
|
(.57
|
)
|
|
(.76
|
)
|
|
2.91
|
|
|
.64
|
|
|||||
Total assets at December 31 (3)
|
46,352
|
|
|
46,835
|
|
|
49,020
|
|
|
50,455
|
|
|
27,065
|
|
|||||
Commercial paper and long-term debt due within one year at December 31 (4)
|
501
|
|
|
878
|
|
|
675
|
|
|
802
|
|
|
226
|
|
|||||
Long-term debt at December 31 (3)
|
20,434
|
|
|
22,624
|
|
|
23,812
|
|
|
20,780
|
|
|
11,276
|
|
|||||
Stockholders’ equity at December 31 (3) (5)
|
9,656
|
|
|
4,643
|
|
|
6,148
|
|
|
8,777
|
|
|
4,864
|
|
|||||
Cash dividends declared per common share
|
1.200
|
|
|
1.680
|
|
|
2.450
|
|
|
1.958
|
|
|
1.438
|
|
(1)
|
Revenues for 2014 increased reflecting the consolidation of ACMP beginning in third quarter and new Canadian construction management services.
|
(2)
|
Income (loss) from continuing operations:
|
•
|
For 2017 includes a $1.923 billion benefit for income taxes resulting from Tax Reform rate change, a $1.095 billion pre-tax gain on the sale of our Geismar Interest, partially offset by $1.248 billion of pre-tax impairments of certain assets, and $776 million of pre-tax regulatory charges resulting from Tax Reform;
|
•
|
For 2016 includes an $873 million impairment of certain assets and a $430 million impairment of certain equity-method investments;
|
•
|
For 2015 includes a $1.4 billion impairment of certain equity-method investments and a $1.1 billion impairment of goodwill;
|
•
|
For 2014 includes $2.5 billion pre-tax gain recognized as a result of remeasuring to fair value the equity-method investment we held before we acquired a controlling interest in ACMP, $246 million of insurance recoveries related to the 2013 Geismar Incident, and $154 million of cash received related to a contingency settlement. 2014 also includes $78 million of pre-tax equity losses from Bluegrass Pipeline and Moss Lake related primarily to the underlying write-off of previously capitalized project development costs and $76 million of pre-tax acquisition, merger, and transition expenses related to our acquisition of ACMP;
|
•
|
For 2013 includes $99 million of deferred income tax expense incurred on undistributed earnings of our foreign operations that are no longer considered permanently reinvested.
|
(3)
|
The increases in 2014 reflect assets acquired and debt assumed primarily related to our acquisition of ACMP
in third quarter as well as $1.9 billion of related debt issuances and $2.8 billion of debt issuances at WPZ. Additionally, we issued $3.4 billion of equity.
|
(4)
|
The increase in 2014 reflects borrowings under WPZ’s commercial paper program, which was initiated in 2013.
|
(5)
|
The increase in 2017 includes our issuance of common stock as part of our Financial Repositioning.
|
|
•
|
Certain aspects of Tax Reform, including regulatory liabilities relating to reduced corporate federal income tax rates, could adversely impact the rates we can charge on our regulated pipelines;
|
•
|
Opposition to infrastructure projects, including the risk of delay or denial in permits and approvals 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;
|
•
|
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;
|
•
|
Lower than expected distributions from WPZ;
|
•
|
Production issues impacting offshore gathering volumes;
|
•
|
Other risks set forth under Part I, Item 1A. Risk Factors in this report.
|
|
Benefit Cost
|
|
Benefit Obligation
|
||||||||||||
|
One-
Percentage-
Point
Increase
|
|
One-
Percentage-
Point
Decrease
|
|
One-
Percentage-
Point
Increase
|
|
One-
Percentage-
Point
Decrease
|
||||||||
|
(Millions)
|
||||||||||||||
Pension benefits:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
$
|
(8
|
)
|
|
$
|
9
|
|
|
$
|
(118
|
)
|
|
$
|
140
|
|
Expected long-term rate of return on plan assets
|
(12
|
)
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
Rate of compensation increase
|
2
|
|
|
(1
|
)
|
|
9
|
|
|
(6
|
)
|
||||
Other postretirement benefits:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
1
|
|
|
1
|
|
|
(22
|
)
|
|
27
|
|
||||
Expected long-term rate of return on plan assets
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Assumed health care cost trend rate
|
—
|
|
|
—
|
|
|
5
|
|
|
(5
|
)
|
•
|
A significant or sustained decline in the market value of an investee;
|
•
|
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.
|
•
|
We utilized current FERC guidance for the default income tax rate for non-corporate taxpayers, which is an element of our overall effective tax rate. It is possible that the FERC will provide updated implementation guidance in the future, including an updated default income tax rate for non-corporate taxpayers. We estimate that a decline of one percentage point in our assumed overall effective tax rate would increase our regulatory liabilities by approximately $42 million.
|
•
|
We made assumptions regarding the allocation of WPZ taxable income between corporate and non-corporate taxpayers. This allocation is subject to annual variation that could impact the weighted average federal tax component of the overall income tax allowance rate.
|
•
|
We made assumptions regarding the allocation of WPZ taxable income among the states in which WPZ conducts business. This allocation is subject to annual variation that could impact the weighted average state tax component of the overall income tax allowance rate. It is possible that certain states may change their income tax laws and/or rates in the future in response to Tax Reform.
|
•
|
In determining the estimated liability that we currently believe is probable of return to customers through future rates, we considered the mix of services provided by our regulated natural gas pipelines, taking into consideration that certain of these services are provided under contractually-based rates, in lieu of recourse-based rates. The contractually-based rates are designed to recover the cost of providing those services, with
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2017
|
|
$ Change
from
2016*
|
|
% Change
from
2016*
|
|
2016
|
|
$ Change
from
2015*
|
|
% Change
from
2015*
|
|
2015
|
||||||||||
|
(Millions)
|
||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenues
|
$
|
5,312
|
|
|
+141
|
|
|
+3
|
%
|
|
$
|
5,171
|
|
|
+7
|
|
|
—
|
%
|
|
$
|
5,164
|
|
Product sales
|
2,719
|
|
|
+391
|
|
|
+17
|
%
|
|
2,328
|
|
|
+132
|
|
|
+6
|
%
|
|
2,196
|
|
|||
Total revenues
|
8,031
|
|
|
|
|
|
|
7,499
|
|
|
|
|
|
|
7,360
|
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product costs
|
2,300
|
|
|
-575
|
|
|
-33
|
%
|
|
1,725
|
|
|
+54
|
|
|
+3
|
%
|
|
1,779
|
|
|||
Operating and maintenance expenses
|
1,585
|
|
|
-5
|
|
|
—
|
%
|
|
1,580
|
|
|
+75
|
|
|
+5
|
%
|
|
1,655
|
|
|||
Depreciation and amortization expenses
|
1,736
|
|
|
+27
|
|
|
+2
|
%
|
|
1,763
|
|
|
-25
|
|
|
-1
|
%
|
|
1,738
|
|
|||
Selling, general, and administrative expenses
|
608
|
|
|
+115
|
|
|
+16
|
%
|
|
723
|
|
|
+18
|
|
|
+2
|
%
|
|
741
|
|
|||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
+1,098
|
|
|
+100
|
%
|
|
1,098
|
|
|||
Impairment of certain assets
|
1,248
|
|
|
-375
|
|
|
-43
|
%
|
|
873
|
|
|
-664
|
|
|
NM
|
|
|
209
|
|
|||
Gain on sale of Geismar Interest
|
(1,095
|
)
|
|
+1,095
|
|
|
NM
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Regulatory charges resulting from Tax Reform
|
674
|
|
|
-674
|
|
|
NM
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Insurance recoveries – Geismar Incident
|
(9
|
)
|
|
+2
|
|
|
+29
|
%
|
|
(7
|
)
|
|
-119
|
|
|
-94
|
%
|
|
(126
|
)
|
|||
Other (income) expense – net
|
80
|
|
|
+62
|
|
|
+44
|
%
|
|
142
|
|
|
-102
|
|
|
NM
|
|
|
40
|
|
|||
Total costs and expenses
|
7,127
|
|
|
|
|
|
|
6,799
|
|
|
|
|
|
|
7,134
|
|
|||||||
Operating income (loss)
|
904
|
|
|
|
|
|
|
700
|
|
|
|
|
|
|
226
|
|
|||||||
Equity earnings (losses)
|
434
|
|
|
+37
|
|
|
+9
|
%
|
|
397
|
|
|
+62
|
|
|
+19
|
%
|
|
335
|
|
|||
Impairment of equity-method investments
|
—
|
|
|
+430
|
|
|
+100
|
%
|
|
(430
|
)
|
|
+929
|
|
|
+68
|
%
|
|
(1,359
|
)
|
|||
Other investing income (loss) – net
|
282
|
|
|
+219
|
|
|
NM
|
|
|
63
|
|
|
+36
|
|
|
+133
|
%
|
|
27
|
|
|||
Interest expense
|
(1,083
|
)
|
|
+96
|
|
|
+8
|
%
|
|
(1,179
|
)
|
|
-135
|
|
|
-13
|
%
|
|
(1,044
|
)
|
|||
Other income (expense) – net
|
(2
|
)
|
|
-76
|
|
|
NM
|
|
|
74
|
|
|
-28
|
|
|
-27
|
%
|
|
102
|
|
|||
Income (loss) before income taxes
|
535
|
|
|
|
|
|
|
(375
|
)
|
|
|
|
|
|
(1,713
|
)
|
|||||||
Provision (benefit) for income taxes
|
(1,974
|
)
|
|
+1,949
|
|
|
NM
|
|
|
(25
|
)
|
|
-374
|
|
|
-94
|
%
|
|
(399
|
)
|
|||
Net income (loss)
|
2,509
|
|
|
|
|
|
|
(350
|
)
|
|
|
|
|
|
(1,314
|
)
|
|||||||
Less: Net income (loss) attributable to noncontrolling interests
|
335
|
|
|
-261
|
|
|
NM
|
|
|
74
|
|
|
-817
|
|
|
NM
|
|
|
(743
|
)
|
|||
Net income (loss) attributable to The Williams Companies, Inc.
|
$
|
2,174
|
|
|
|
|
|
|
$
|
(424
|
)
|
|
|
|
|
|
$
|
(571
|
)
|
*
|
+ = 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.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Service revenues
|
$
|
5,292
|
|
|
$
|
5,173
|
|
|
$
|
5,135
|
|
Product sales
|
2,718
|
|
|
2,318
|
|
|
2,196
|
|
|||
Segment revenues
|
8,010
|
|
|
7,491
|
|
|
7,331
|
|
|||
|
|
|
|
|
|
||||||
Product costs
|
(2,300
|
)
|
|
(1,728
|
)
|
|
(1,779
|
)
|
|||
Other segment costs and expenses
|
(2,124
|
)
|
|
(2,203
|
)
|
|
(2,229
|
)
|
|||
Net insurance recoveries – Geismar Incident
|
9
|
|
|
7
|
|
|
126
|
|
|||
Gain on sale of Geismar Interest
|
1,095
|
|
|
—
|
|
|
—
|
|
|||
Impairment of certain assets
|
(1,156
|
)
|
|
(457
|
)
|
|
(145
|
)
|
|||
Regulatory charges resulting from Tax Reform
|
(713
|
)
|
|
—
|
|
|
—
|
|
|||
Proportional Modified EBITDA of equity-method investments
|
795
|
|
|
754
|
|
|
699
|
|
|||
Williams Partners Modified EBITDA
|
$
|
3,616
|
|
|
$
|
3,864
|
|
|
$
|
4,003
|
|
|
|
|
|
|
|
||||||
NGL margin
|
$
|
203
|
|
|
$
|
169
|
|
|
$
|
159
|
|
Olefin margin
|
126
|
|
|
337
|
|
|
226
|
|
•
|
Transco’s natural gas transportation fee revenues increased $135 million primarily due to a $150 million increase associated with expansion projects placed in-service in 2016 and 2017, partially offset by lower volume-based transportation services revenues;
|
•
|
Higher eastern Gulf Coast region revenue of $103 million associated primarily with higher volumes, including the impact of new volumes at Gulfstar One related to the Gunflint expansion placed in-service in the third quarter of 2016, the absence of the temporary shut-down and subsequent ramp-up of Gulfstar One in the second and third quarters of 2016 to tie-in Gunflint and the absence of producers’ operational issues in the Tubular Bells field during the first quarter of 2016. This increase is partially offset by lower volumes as a result of a temporary increase in 2016 due to disrupted operations of a competitor;
|
•
|
A $39 million increase related to the amortization of deferred revenue associated with the up-front cash payment received in conjunction with the fourth quarter 2016 Barnett Shale contract restructuring;
|
•
|
A $15 million increase in Transco’s storage revenue primarily reflecting the absence of an accrual for potential refunds associated with a ruling received in certain rate case litigation in 2016;
|
•
|
In the Northeast region, a slight increase reflecting a $38 million increase in gathering fee revenue at Susquehanna Supply Hub driven by 11 percent higher gathered volumes reflecting increased customer production and a $23 million increase in fee revenue at Ohio Valley Midstream reflecting the absence of shut-in volumes from the first half of 2016, as well as new production coming online. The increases were substantially offset by a $56 million decrease in the Utica gathering system primarily due to 14 percent lower gathered volumes driven by natural declines in the wet gas areas which are partially offset by higher volumes from new development in the dry gas areas;
|
•
|
A $79 million decrease in the West region related to net lower gathering rates in the Barnett Shale area primarily due to the fourth quarter 2016 contract restructuring, along with lower rates recognized in the Niobrara, Eagle Ford Shale, and Haynesville Shale regions. These rate decreases are offset by higher commodity-based fee revenues in the Piceance area primarily due to higher per-unit NGL margins and higher rates in the Wamsutter area as a result of renegotiated rates in conjunction with infrastructure expansions. Rates recognized in the Niobrara region represent a portion of the total contractual rate that is received, with the difference reflected as deferred revenue;
|
•
|
A $34 million decrease driven by lower volumes in the West region primarily as a result of natural declines and more extreme weather conditions in the Rocky Mountains in the first quarter of 2017, partially offset by higher volumes in the Haynesville Shale region as a result of increased drilling in certain areas;
|
•
|
A $36 million decrease due to the absence of revenue generated by our former Canadian operations that were sold in September 2016;
|
•
|
A $15 million decrease in western Gulf Coast region fee revenues due to lower volumes primarily associated with producer maintenance.
|
•
|
A $735 million increase in marketing revenues primarily due to significantly higher prices across all products and higher NGL volumes (substantially offset in marketing purchases);
|
•
|
A $32 million increase in revenues from our equity NGLs including a $102 million increase driven primarily by higher non-ethane prices, partially offset by a $36 million decrease due to the absence of NGL production revenues associated with our former Canadian operations and a $34 million decrease primarily related to lower non-ethane volumes at our domestic plants driven by the absence of temporary volumes in 2016 related to disrupted operations of a competitor, severe winter conditions in the first quarter of 2017, and natural declines;
|
•
|
A $12 million increase in system management gas sales from Transco. System management gas sales are offset in
Product costs
and, therefore, have no impact on
Modified EBITDA
;
|
•
|
A $380 million decrease in olefin sales primarily due to a $343 million decrease reflecting the absence of third- and fourth-quarter sales of our Gulf Olefins operations, a $29 million decrease due to the sale of the Canadian operations in 2016, and a $16 million decrease at our Geismar plant in the first half of 2017 primarily due to lower volumes associated with the electrical outage in second-quarter 2017, as well as planned maintenance downtime in first-quarter 2017. These items were partially offset by $8 million higher sales at the RGP Splitter in the first half 2017 primarily due to higher propylene prices.
|
•
|
A $725 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 system management gas costs (offset in
Product sales
);
|
•
|
A $166 million decrease in olefin feedstock purchases primarily due to the absence of $163 million in feedstock purchases in the second half of 2017 reflecting the sale of the Gulf Olefins operations, as well as the absence of $9 million in costs associated with our former Canadian operations, partially offset by $6 million higher feedstock costs in the first half of 2017.
|
•
|
A $2 million decrease in costs from our equity NGLs including a $35 million increase driven primarily by higher gas prices, partially offset by a $24 million decrease due to the absence of NGL production revenues associated with our former Canadian operations and a $13 million decrease primarily related to lower volumes at our domestic plants driven by severe winter conditions in the first quarter of 2017, and the absence of temporary volumes in 2016 related to disrupted operations of a competitor and natural declines.
|
•
|
A $94 million increase in olefin sales comprised of a $170 million increase from the Geismar plant that returned to service in late March 2015, partially offset by a $76 million decrease from our other former olefin operations. The increase at Geismar includes $153 million associated with increased volumes as a result of the plant operating at higher production levels in 2016 than when production resumed in March 2015 following the Geismar Incident and $17 million primarily associated with higher ethylene per-unit sales prices. The decrease in other olefin sales includes a $14 million reduction due to the absence of our former Canadian operations in the fourth quarter of 2016, as well as lower volumes and lower per-unit sales prices within our other olefin operations;
|
•
|
A $70 million increase in marketing revenues primarily due to higher NGL and propylene prices and natural gas and crude oil volumes, partially offset by lower NGL volumes and crude oil prices (partially offset in marketing purchases);
|
•
|
A $6 million increase in revenues from our equity NGLs due to a $10 million increase associated with higher volumes, partially offset by a $4 million decrease associated with lower NGL prices;
|
•
|
A $39 million decrease in system management gas sales from Transco. System management gas sales are offset in
Product costs
and, therefore, have no impact on
Modified EBITDA.
|
•
|
A $39 million decrease in system management gas costs (offset in
Product sales
);
|
•
|
A $17 million decrease in olefin feedstock purchases is primarily comprised of $78 million in lower purchases at our former other olefins operations, partially offset by $61 million of higher purchases due primarily to increased volumes at the Geismar plant resulting from higher productions levels. The lower costs at our former other olefin operations are comprised of $54 million in lower per-unit feedstock costs and $24 million in primarily lower propylene volumes;
|
•
|
A $4 million decrease in natural gas purchases associated with the production of equity NGLs reflecting a decrease of $13 million due to lower natural gas prices, partially offset by a $9 million increase associated with higher volumes;
|
•
|
Lower costs associated with various other products, primarily condensate;
|
•
|
A $22 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.
|
•
|
$37 million increase for severance and related costs associated with workforce reductions incurred in the first quarter of 2016 and the organizational realignment in the fourth quarter of 2016;
|
•
|
$34 million increase related to the 2016 loss on sale of our Canadian operations;
|
•
|
$
28 million higher project development costs at Constitution as we discontinued capitalization of development costs related to this project beginning in April 2016;
|
•
|
$22 million higher contract services for pipeline testing and general maintenance at Transco;
|
•
|
$20 million unfavorable change in foreign currency exchange that primarily relates to losses incurred on foreign currency transactions and the remeasurement of the U.S. dollar-denominated current assets and liabilities within our former Canadian operations;
|
•
|
$19 million unfavorable change in AFUDC associated with a decrease in spending on Constitution;
|
•
|
The absence of a $14 million gain recognized in second-quarter 2015 resulting from the early retirement of certain debt.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Other Modified EBITDA
|
$
|
(150
|
)
|
|
$
|
(542
|
)
|
|
$
|
(112
|
)
|
•
|
The absence of the $406 million 2016 impairment of our Canadian operations, partially offset by the $23 million impairment of an olefins pipeline project in the Gulf Coast region in the second quarter of 2017 and the $68 million impairment of a certain NGL pipeline asset in the third quarter of 2017 (see
Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk
of Notes to Consolidated Financial Statements);
|
•
|
The absence of $61 million of certain project development costs associated with the Canadian PDH facility that we expensed in 2016;
|
•
|
A $31 million favorable change in the loss on the sale of our Canadian operations in September 2016;
|
•
|
The absence of $32 million of transportation and fractionation fees incurred in 2016 related to the Redwater fractionation facility, which was included in the sale of our Canadian operations in September 2016;
|
•
|
A $38 million decrease in costs related to our evaluation of strategic alternatives;
|
•
|
A $29 million increase in income associated with an increase in a regulatory asset primarily driven by our increased ownership in WPZ.
|
•
|
A $63 million charge reducing regulatory assets related to deferred taxes on AFUDC resulting from Tax Reform (see
Note 6 – Other Income and Expenses
of Notes to Consolidated Financial Statements);
|
•
|
A $35 million settlement charge expense related to the program to pay out certain deferred vested pension benefits of employees associated with former operations. (See
Note 9 – Employee Benefit Plans
of Notes to Consolidated Financial Statements);
|
•
|
A reduction in revenues associated with an NGL pipeline near the Houston Ship Channel region;
|
•
|
The absence of a $10 million gain on the sale of unused pipe in 2016.
|
•
|
The impairment and loss on sale of our Canadian operations totaling $438 million in 2016;
|
•
|
An increase of $61 million of certain project development costs associated with the Canadian PDH facility that we began expensing in 2016;
|
•
|
A $17 million increase in costs related to our evaluation of strategic alternatives.
|
•
|
A $10 million gain on the sale of unused pipe in 2016;
|
•
|
A $31 million decrease in ACMP merger and transition related costs;
|
•
|
The absence of a $64 million write-off of previously capitalized project development costs for an olefins pipeline project in 2015.
|
•
|
Sale of our Geismar Interest (see
Note 2 – Acquisitions and Divestitures
of Notes to Consolidated Financial Statements).
|
•
|
Repayment of WPZ’s $850 million variable interest rate term loan that was due December 2018, and early retirement of WPZ’s $750 million of 6.125 percent senior unsecured notes that were due in 2022;
|
•
|
Repayment of WPZ’s $1.4 billion of 4.875 percent senior unsecured notes that were due in 2023 with proceeds from the issuance of WPZ’s $1.45 billion of 3.75 percent senior unsecured notes due in 2027;
|
•
|
Extension to 2021 for the maturity dates of our long-term credit facility and WPZ’s long-term credit facility;
|
•
|
Expansion of WPZ’s interstate natural gas pipeline system through completion of 2017 strategic projects (Gulf Trace, Hillabee Phase 1, Dalton, New York Bay, and Virginia Southside II) to meet the demand of growth markets.
|
|
|
|
Applicable To:
|
||
|
|
|
WPZ
|
|
WMB
|
Sources:
|
|
|
|
|
|
|
Cash and cash equivalents on hand
|
|
ü
|
|
ü
|
|
Cash generated from operations
|
|
ü
|
|
|
|
Distributions from investment in WPZ
|
|
|
|
ü
|
|
Distributions from equity-method investees
|
|
ü
|
|
|
|
Utilization of credit facilities and/or commercial paper program
|
|
ü
|
|
ü
|
|
Cash proceeds from issuance of debt and/or equity securities
|
|
ü
|
|
ü
|
|
Proceeds from asset monetizations
|
|
ü
|
|
|
|
|
|
|
|
|
Uses:
|
|
|
|
|
|
|
Working capital requirements
|
|
ü
|
|
ü
|
|
Capital and investment expenditures
|
|
ü
|
|
|
|
Investment in WPZ
|
|
|
|
ü
|
|
Quarterly distributions to unitholders
|
|
ü
|
|
|
|
Quarterly dividends to shareholders
|
|
|
|
ü
|
|
Debt service payments, including payments of long-term debt
|
|
ü
|
|
ü
|
|
|
December 31, 2017
|
||||||||||
Available Liquidity
|
|
WPZ
|
|
WMB
|
|
Total
|
||||||
|
|
(Millions)
|
||||||||||
Cash and cash equivalents
|
|
$
|
881
|
|
|
$
|
18
|
|
|
$
|
899
|
|
Capacity available under our $1.5 billion credit facility (1)
|
|
|
|
1,230
|
|
|
1,230
|
|
||||
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
|
|
||||
|
|
$
|
4,381
|
|
|
$
|
1,248
|
|
|
$
|
5,629
|
|
(1)
|
The highest amount outstanding under our credit facility during
2017
was $805 million. At
December 31, 2017
, we were in compliance with the financial covenants associated with this credit facility. See
Note 13 – Debt, Banking Arrangements, and Leases
of Notes to Consolidated Financial Statements for additional information on our credit facility. Borrowing capacity available under this facility as of February 20, 2018, was $1.5 billion.
|
(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
December 31, 2017
, no
Commercial paper
was outstanding under WPZ’s commercial paper program. The highest amount outstanding under WPZ’s commercial paper program and credit facility during
2017
was $178 million. At
December 31, 2017
, WPZ was in compliance with the financial covenants associated with this credit facility. See
Note 13 – Debt, Banking Arrangements, and Leases
of Notes to Consolidated Financial Statements for additional information on WPZ’s credit facility and WPZ’s commercial paper program. Borrowing capacity available under WPZ’s $3.5 billion credit facility as of February 20, 2018, 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
|
|
Positive
|
|
Ba2
|
|
N/A
|
|
Fitch Ratings
|
|
Stable
|
|
BB+
|
|
N/A
|
|
|
|
|
|
|
|
|
WPZ:
|
S&P Global Ratings
|
|
Stable
|
|
BBB
|
|
BBB
|
|
Moody’s Investors Service
|
|
Positive
|
|
Baa3
|
|
N/A
|
|
Fitch Ratings
|
|
Positive
|
|
BBB-
|
|
N/A
|
|
Cash Flow
|
|
Years Ended December 31,
|
||||||||||
|
Category
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
(Millions)
|
||||||||||
Sources of cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||
Operating activities
–
net
|
Operating
|
|
$
|
2,556
|
|
|
$
|
3,680
|
|
|
$
|
2,708
|
|
Proceeds from equity offerings
|
Financing
|
|
2,131
|
|
|
123
|
|
|
86
|
|
|||
Proceeds from sale of businesses, net of cash divested (see Note 2)
|
Investing
|
|
2,067
|
|
|
1,020
|
|
|
—
|
|
|||
Proceeds from long-term debt (see Note 13)
|
Financing
|
|
1,698
|
|
|
998
|
|
|
3,842
|
|
|||
Proceeds from our credit-facility borrowings
|
Financing
|
|
1,635
|
|
|
2,280
|
|
|
2,097
|
|
|||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
Investing
|
|
529
|
|
|
472
|
|
|
404
|
|
|||
Contributions in aid of construction
|
Investing
|
|
426
|
|
|
218
|
|
|
87
|
|
|||
Proceeds from dispositions of equity-method investments (see Note 5)
|
Investing
|
|
200
|
|
|
34
|
|
|
—
|
|
|||
Contributions from noncontrolling interests
|
Financing
|
|
17
|
|
|
29
|
|
|
111
|
|
|||
Proceeds from WPZ’s credit-facility borrowings
|
Financing
|
|
—
|
|
|
3,250
|
|
|
3,832
|
|
|||
Special distribution from Gulfstream (see Note 5)
|
Financing
|
|
—
|
|
|
—
|
|
|
396
|
|
|||
|
|
|
|
|
|
|
|
||||||
Uses of cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||
Payments of long-term debt (see Note 13)
|
Financing
|
|
(3,785
|
)
|
|
(375
|
)
|
|
(1,533
|
)
|
|||
Capital expenditures
|
Investing
|
|
(2,399
|
)
|
|
(2,051
|
)
|
|
(3,167
|
)
|
|||
Payments on our credit-facility borrowings
|
Financing
|
|
(2,140
|
)
|
|
(2,155
|
)
|
|
(1,817
|
)
|
|||
Dividends paid
|
Financing
|
|
(992
|
)
|
|
(1,261
|
)
|
|
(1,836
|
)
|
|||
Dividends and distributions paid to noncontrolling interests
|
Financing
|
|
(822
|
)
|
|
(940
|
)
|
|
(942
|
)
|
|||
Purchases of and contributions to equity-method investments
|
Investing
|
|
(132
|
)
|
|
(177
|
)
|
|
(595
|
)
|
|||
Payments of WPZ’s commercial paper
–
net
|
Financing
|
|
(93
|
)
|
|
(409
|
)
|
|
(306
|
)
|
|||
Payments on WPZ’s credit-facility borrowings
|
Financing
|
|
—
|
|
|
(4,560
|
)
|
|
(3,162
|
)
|
|||
Contribution to Gulfstream for repayment of debt (see Note 5)
|
Financing
|
|
—
|
|
|
(148
|
)
|
|
(248
|
)
|
|||
Purchases of businesses, net of cash acquired
|
Investing
|
|
—
|
|
|
—
|
|
|
(112
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
Other sources / (uses)
–
net
|
Financing and Investing
|
|
(167
|
)
|
|
42
|
|
|
15
|
|
|||
Increase (decrease) in cash and cash equivalents
|
|
|
$
|
729
|
|
|
$
|
70
|
|
|
$
|
(140
|
)
|
|
2018
|
|
2019 - 2020
|
|
2021 - 2022
|
|
Thereafter
|
|
Total
|
||||||||||
|
|
|
|
|
(Millions)
|
|
|
|
|
||||||||||
Long-term debt: (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
$
|
502
|
|
|
$
|
2,156
|
|
|
$
|
3,146
|
|
|
$
|
15,277
|
|
|
$
|
21,081
|
|
Interest
|
1,049
|
|
|
1,995
|
|
|
1,743
|
|
|
7,795
|
|
|
12,582
|
|
|||||
Operating leases
|
44
|
|
|
74
|
|
|
62
|
|
|
137
|
|
|
317
|
|
|||||
Purchase obligations (2)
|
1,171
|
|
|
914
|
|
|
632
|
|
|
277
|
|
|
2,994
|
|
|||||
Other obligations (3)(4)
|
1
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|
5
|
|
|||||
Total
|
$
|
2,767
|
|
|
$
|
5,141
|
|
|
$
|
5,584
|
|
|
$
|
23,487
|
|
|
$
|
36,979
|
|
(1)
|
Includes the borrowings outstanding under credit facilities, but does not include any related variable-rate interest payments.
|
(2)
|
Includes approximately $348 million in open property, plant, and equipment purchase orders. Includes an estimated $314 million long-term ethane purchase obligation with index-based pricing terms that is reflected in this table at
December 31, 2017
prices. This obligation is part of an overall exchange agreement whereby volumes we transport on OPPL are sold at a third-party fractionator near Conway, Kansas, and we are subsequently obligated to purchase ethane volumes at Mont Belvieu. The purchased ethane volumes may be utilized or sold at comparable prices in the Mont Belvieu market. Includes an estimated $454 million long-term ethane purchase obligation with index-based pricing terms that primarily supplies third parties at their plants and is valued in this table at a price calculated using
December 31, 2017
prices. Any excess purchased volumes may be sold at comparable market prices. Includes an estimated $765 million long-term mixed NGLs purchase obligation with index-based pricing terms that is reflected in this table at
December 31, 2017
prices. Includes an estimated $278 million long-term ethane purchase obligation with index-based pricing terms that primarily supplies a third party for consumption at their plant and is reflected in this table at a price calculated using
December 31, 2017
prices. Any excess purchased volumes may be sold at comparable market prices. In addition, we have not included certain natural gas life-of-lease contracts for which the future volumes are indeterminable. We have not included commitments, beyond purchase orders, for the acquisition or construction of property, plant, and equipment or expected contributions to our jointly owned investments. (See Company Outlook — Expansion Projects.)
|
(3)
|
Does not include estimated contributions to our pension and other postretirement benefit plans. We made contributions to our pension and other postretirement benefit plans of $90 million in
2017
and $72 million in
2016
. In
2018
, we expect to contribute approximately $91 million to these plans (see
Note 9 – Employee Benefit Plans
of Notes to Consolidated Financial Statements). Tax-qualified pension plans are required to meet minimum contribution requirements. In the past, we have contributed amounts to our tax-qualified pension plans in excess of the minimum required contribution. These excess amounts can be used to offset future minimum contribution requirements. During
2017
, we contributed $80 million to our tax-qualified pension plans. In addition to these contributions, a portion of the excess contributions was used to meet the minimum contribution requirements. During
2018
, we expect to contribute approximately $80 million to our tax-qualified pension plans and use excess amounts to satisfy minimum contribution requirements, if needed. Additionally, estimated future minimum funding requirements may vary significantly from historical requirements if actual results differ significantly from estimated results for assumptions such as returns on plan assets, interest rates, retirement rates, mortality, and other significant assumptions or by changes to current legislation and regulations.
|
(4)
|
We have not included income tax liabilities in the table above. See
Note 7 – Provision (Benefit) for Income Taxes
of Notes to Consolidated Financial Statements for a discussion of income taxes, including our contingent tax liability reserves.
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter (1)
|
|
Total
|
|
Fair Value December 31, 2017
|
||||||||||||||||
|
(Millions)
|
|||||||||||||||||||||||||||||||
Long-term debt, including current portion:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
502
|
|
|
$
|
33
|
|
|
$
|
2,123
|
|
|
$
|
873
|
|
|
$
|
2,003
|
|
|
$
|
15,131
|
|
|
$
|
20,665
|
|
|
$
|
22,735
|
|
Weighted-average interest rate
|
|
5.1
|
%
|
|
5.1
|
%
|
|
5.1
|
%
|
|
5.1
|
%
|
|
5.2
|
%
|
|
5.7
|
%
|
|
|
|
|
||||||||||
Variable rate (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
270
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
270
|
|
|
$
|
270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter (1)
|
|
Total
|
|
Fair Value December 31, 2016
|
||||||||||||||||
|
(Millions)
|
|||||||||||||||||||||||||||||||
Long-term debt, including current portion:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
785
|
|
|
$
|
500
|
|
|
$
|
32
|
|
|
$
|
2,121
|
|
|
$
|
871
|
|
|
$
|
17,475
|
|
|
$
|
21,784
|
|
|
$
|
22,465
|
|
Weighted-average interest rate
|
|
5.2
|
%
|
|
5.2
|
%
|
|
5.2
|
%
|
|
5.2
|
%
|
|
5.2
|
%
|
|
5.6
|
%
|
|
|
|
|
||||||||||
Variable rate (3)
|
|
$
|
—
|
|
|
$
|
850
|
|
|
$
|
—
|
|
|
$
|
775
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,625
|
|
|
$
|
1,625
|
|
Commercial paper:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Variable rate (4)
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93
|
|
|
$
|
93
|
|
(1)
|
Includes unamortized discount / premium and debt issuance costs.
|
(2)
|
The weighted-average interest rate for our $270 million credit facility borrowing at
December 31, 2017
was 3.16 percent.
|
(3)
|
The weighted-average interest rates for WPZ’s $850 million term loan and our $775 million credit facility borrowing at
December 31, 2016
were 2.50 percent and 2.51 percent, respectively.
|
(4)
|
The weighted-average interest rate was 1.06 percent at
December 31, 2016
.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions, except per-share amounts)
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Service revenues
|
|
$
|
5,312
|
|
|
$
|
5,171
|
|
|
$
|
5,164
|
|
Product sales
|
|
2,719
|
|
|
2,328
|
|
|
2,196
|
|
|||
Total revenues
|
|
8,031
|
|
|
7,499
|
|
|
7,360
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Product costs
|
|
2,300
|
|
|
1,725
|
|
|
1,779
|
|
|||
Operating and maintenance expenses
|
|
1,585
|
|
|
1,580
|
|
|
1,655
|
|
|||
Depreciation and amortization expenses
|
|
1,736
|
|
|
1,763
|
|
|
1,738
|
|
|||
Selling, general, and administrative expenses
|
|
608
|
|
|
723
|
|
|
741
|
|
|||
Impairment of goodwill (Note 16)
|
|
—
|
|
|
—
|
|
|
1,098
|
|
|||
Impairment of certain assets (Note 16)
|
|
1,248
|
|
|
873
|
|
|
209
|
|
|||
Gain on sale of Geismar Interest (Note 2)
|
|
(1,095
|
)
|
|
—
|
|
|
—
|
|
|||
Regulatory charges resulting from Tax Reform (Note 1)
|
|
674
|
|
|
—
|
|
|
—
|
|
|||
Insurance recoveries – Geismar Incident
|
|
(9
|
)
|
|
(7
|
)
|
|
(126
|
)
|
|||
Other (income) expense – net
|
|
80
|
|
|
142
|
|
|
40
|
|
|||
Total costs and expenses
|
|
7,127
|
|
|
6,799
|
|
|
7,134
|
|
|||
Operating income (loss)
|
|
904
|
|
|
700
|
|
|
226
|
|
|||
Equity earnings (losses)
|
|
434
|
|
|
397
|
|
|
335
|
|
|||
Impairment of equity-method investments (Note 16)
|
|
—
|
|
|
(430
|
)
|
|
(1,359
|
)
|
|||
Other investing income (loss) – net
|
|
282
|
|
|
63
|
|
|
27
|
|
|||
Interest incurred
|
|
(1,116
|
)
|
|
(1,217
|
)
|
|
(1,118
|
)
|
|||
Interest capitalized
|
|
33
|
|
|
38
|
|
|
74
|
|
|||
Other income (expense) – net
|
|
(2
|
)
|
|
74
|
|
|
102
|
|
|||
Income (loss) before income taxes
|
|
535
|
|
|
(375
|
)
|
|
(1,713
|
)
|
|||
Provision (benefit) for income taxes
|
|
(1,974
|
)
|
|
(25
|
)
|
|
(399
|
)
|
|||
Net income (loss)
|
|
2,509
|
|
|
(350
|
)
|
|
(1,314
|
)
|
|||
Less: Net income (loss) attributable to noncontrolling interests
|
|
335
|
|
|
74
|
|
|
(743
|
)
|
|||
Net income (loss) attributable to The Williams Companies, Inc.
|
|
$
|
2,174
|
|
|
$
|
(424
|
)
|
|
$
|
(571
|
)
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
2.63
|
|
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
Weighted-average shares (thousands)
|
|
826,177
|
|
|
750,673
|
|
|
749,271
|
|
|||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
2.62
|
|
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
Weighted-average shares (thousands)
|
|
828,518
|
|
|
750,673
|
|
|
749,271
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(Millions)
|
||||||||||
Net income (loss)
|
|
$
|
2,509
|
|
|
$
|
(350
|
)
|
|
$
|
(1,314
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Cash flow hedging activities:
|
|
|
|
|
|
|
||||||
Net unrealized gain (loss) from derivative instruments, net of taxes of $2, ($1), and $0 in 2017, 2016, and 2015, respectively
|
|
(9
|
)
|
|
4
|
|
|
6
|
|
|||
Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes of ($1) in 2017, and $1 in 2016 and 2015
|
|
6
|
|
|
(2
|
)
|
|
(6
|
)
|
|||
Foreign currency translation activities:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of taxes of $0, ($37), and $31 in 2017, 2016, and 2015, respectively
|
|
1
|
|
|
50
|
|
|
(204
|
)
|
|||
Reclassification into earnings upon sale of foreign entities, net of taxes of ($36) in 2016
|
|
—
|
|
|
119
|
|
|
—
|
|
|||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
||||||
Amortization of prior service cost (credit) included in net periodic benefit cost (credit), net of taxes of $2, $2, and $3 in 2017, 2016, and 2015, respectively
|
|
(3
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|||
Net actuarial gain (loss) arising during the year, net of taxes of ($15), $8, and ($5) in 2017, 2016 and 2015, respectively
|
|
44
|
|
|
(15
|
)
|
|
8
|
|
|||
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of ($37), ($12), and ($18) in 2017, 2016, and 2015, respectively (Note 9)
|
|
61
|
|
|
20
|
|
|
28
|
|
|||
Other comprehensive income (loss)
|
|
100
|
|
|
172
|
|
|
(171
|
)
|
|||
Comprehensive income (loss)
|
|
2,609
|
|
|
(178
|
)
|
|
(1,485
|
)
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
|
334
|
|
|
143
|
|
|
(813
|
)
|
|||
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
|
$
|
2,275
|
|
|
$
|
(321
|
)
|
|
$
|
(672
|
)
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(Millions, except per-share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
899
|
|
|
$
|
170
|
|
Trade accounts and other receivables (net of allowance of $9 at December 31, 2017 and $6 at December 31, 2016)
|
|
976
|
|
|
938
|
|
||
Inventories
|
|
113
|
|
|
138
|
|
||
Other current assets and deferred charges
|
|
191
|
|
|
216
|
|
||
Total current assets
|
|
2,179
|
|
|
1,462
|
|
||
|
|
|
|
|
||||
Investments
|
|
6,552
|
|
|
6,701
|
|
||
Property, plant, and equipment – net
|
|
28,211
|
|
|
28,428
|
|
||
Intangible assets – net of accumulated amortization
|
|
8,791
|
|
|
9,663
|
|
||
Regulatory assets, deferred charges, and other
|
|
619
|
|
|
581
|
|
||
Total assets
|
|
$
|
46,352
|
|
|
$
|
46,835
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
978
|
|
|
$
|
623
|
|
Accrued liabilities
|
|
1,167
|
|
|
1,448
|
|
||
Commercial paper
|
|
—
|
|
|
93
|
|
||
Long-term debt due within one year
|
|
501
|
|
|
785
|
|
||
Total current liabilities
|
|
2,646
|
|
|
2,949
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
20,434
|
|
|
22,624
|
|
||
Deferred income tax liabilities
|
|
3,147
|
|
|
4,238
|
|
||
Regulatory liabilities, deferred income, and other
|
|
3,950
|
|
|
2,978
|
|
||
Contingent liabilities and commitments (Note 17)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock (960 million shares authorized at $1 par value; 861 million shares issued at December 31, 2017 and 785 million shares issued at December 31, 2016)
|
|
861
|
|
|
785
|
|
||
Capital in excess of par value
|
|
18,508
|
|
|
14,887
|
|
||
Retained deficit
|
|
(8,434
|
)
|
|
(9,649
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(238
|
)
|
|
(339
|
)
|
||
Treasury stock, at cost (35 million shares of common stock)
|
|
(1,041
|
)
|
|
(1,041
|
)
|
||
Total stockholders’ equity
|
|
9,656
|
|
|
4,643
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
|
6,519
|
|
|
9,403
|
|
||
Total equity
|
|
16,175
|
|
|
14,046
|
|
||
Total liabilities and equity
|
|
$
|
46,352
|
|
|
$
|
46,835
|
|
|
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)
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
—
|
|
|
—
|
|
|
(571
|
)
|
|
(743
|
)
|
|
(1,314
|
)
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
|
—
|
|
|
(101
|
)
|
|
(70
|
)
|
|
(171
|
)
|
||||||||
Cash dividends – common stock (Note 14)
|
—
|
|
|
—
|
|
|
(1,836
|
)
|
|
—
|
|
|
—
|
|
|
(1,836
|
)
|
|
—
|
|
|
(1,836
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(942
|
)
|
|
(942
|
)
|
||||||||
Stock-based compensation and related common stock issuances, net of tax
|
2
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
59
|
|
||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
(160
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(160
|
)
|
|
254
|
|
|
94
|
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|
111
|
|
||||||||
Other
|
—
|
|
|
14
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
9
|
|
|
13
|
|
|
22
|
|
||||||||
Net increase (decrease) in equity
|
2
|
|
|
(118
|
)
|
|
(2,412
|
)
|
|
(101
|
)
|
|
—
|
|
|
(2,629
|
)
|
|
(1,318
|
)
|
|
(3,947
|
)
|
||||||||
Balance – December 31, 2015
|
784
|
|
|
14,807
|
|
|
(7,960
|
)
|
|
(442
|
)
|
|
(1,041
|
)
|
|
6,148
|
|
|
10,077
|
|
|
16,225
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
(424
|
)
|
|
—
|
|
|
—
|
|
|
(424
|
)
|
|
74
|
|
|
(350
|
)
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
103
|
|
|
69
|
|
|
172
|
|
||||||||
Cash dividends – common stock (Note 14)
|
—
|
|
|
—
|
|
|
(1,261
|
)
|
|
—
|
|
|
—
|
|
|
(1,261
|
)
|
|
—
|
|
|
(1,261
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(940
|
)
|
|
(940
|
)
|
||||||||
Stock-based compensation and related common stock issuances, net of tax
|
1
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
114
|
|
||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(18
|
)
|
|
(6
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
||||||||
Other
|
—
|
|
|
12
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(2
|
)
|
|
6
|
|
||||||||
Net increase (decrease) in equity
|
1
|
|
|
80
|
|
|
(1,689
|
)
|
|
103
|
|
|
—
|
|
|
(1,505
|
)
|
|
(674
|
)
|
|
(2,179
|
)
|
||||||||
Balance – December 31, 2016
|
785
|
|
|
14,887
|
|
|
(9,649
|
)
|
|
(339
|
)
|
|
(1,041
|
)
|
|
4,643
|
|
|
9,403
|
|
|
14,046
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
2,174
|
|
|
—
|
|
|
—
|
|
|
2,174
|
|
|
335
|
|
|
2,509
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
101
|
|
|
(1
|
)
|
|
100
|
|
||||||||
Issuance of common stock (Note 14)
|
75
|
|
|
2,043
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,118
|
|
|
—
|
|
|
2,118
|
|
||||||||
Cash dividends – common stock (Note 14)
|
—
|
|
|
—
|
|
|
(992
|
)
|
|
—
|
|
|
—
|
|
|
(992
|
)
|
|
—
|
|
|
(992
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(883
|
)
|
|
(883
|
)
|
||||||||
Stock-based compensation and related common stock issuances, net of tax
|
1
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
74
|
|
||||||||
Adoption of ASU 2016-09 (Note 1)
|
—
|
|
|
1
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
61
|
|
||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
1,497
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,497
|
|
|
(2,407
|
)
|
|
(910
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
||||||||
Other
|
—
|
|
|
7
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(6
|
)
|
|
(2
|
)
|
||||||||
Net increase (decrease) in equity
|
76
|
|
|
3,621
|
|
|
1,215
|
|
|
101
|
|
|
—
|
|
|
5,013
|
|
|
(2,884
|
)
|
|
2,129
|
|
||||||||
Balance – December 31, 2017
|
$
|
861
|
|
|
$
|
18,508
|
|
|
$
|
(8,434
|
)
|
|
$
|
(238
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
9,656
|
|
|
$
|
6,519
|
|
|
$
|
16,175
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(Millions)
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
2,509
|
|
|
$
|
(350
|
)
|
|
$
|
(1,314
|
)
|
Adjustments to reconcile to net cash provided (used) by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
1,736
|
|
|
1,763
|
|
|
1,738
|
|
|||
Provision (benefit) for deferred income taxes
|
|
(2,012
|
)
|
|
(26
|
)
|
|
(337
|
)
|
|||
Net (gain) loss on disposition of equity-method investments
|
|
(269
|
)
|
|
(27
|
)
|
|
—
|
|
|||
Impairment of goodwill
|
|
—
|
|
|
—
|
|
|
1,098
|
|
|||
Impairment of equity-method investments
|
|
—
|
|
|
430
|
|
|
1,359
|
|
|||
Impairment of and net (gain) loss on sale of assets and businesses
|
|
1,249
|
|
|
918
|
|
|
215
|
|
|||
Gain on sale of Geismar Interest (Note 2)
|
|
(1,095
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of stock-based awards
|
|
78
|
|
|
73
|
|
|
82
|
|
|||
Regulatory charges resulting from Tax Reform (Note 1)
|
|
776
|
|
|
—
|
|
|
—
|
|
|||
Cash provided (used) by changes in current assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
|
(88
|
)
|
|
82
|
|
|
39
|
|
|||
Inventories
|
|
8
|
|
|
(25
|
)
|
|
105
|
|
|||
Other current assets and deferred charges
|
|
(21
|
)
|
|
(4
|
)
|
|
4
|
|
|||
Accounts payable
|
|
118
|
|
|
35
|
|
|
(88
|
)
|
|||
Accrued liabilities
|
|
(92
|
)
|
|
512
|
|
|
54
|
|
|||
Other, including changes in noncurrent assets and liabilities
|
|
(341
|
)
|
|
299
|
|
|
(247
|
)
|
|||
Net cash provided (used) by operating activities
|
|
2,556
|
|
|
3,680
|
|
|
2,708
|
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Proceeds from (payments of) commercial paper – net
|
|
(93
|
)
|
|
(409
|
)
|
|
(306
|
)
|
|||
Proceeds from long-term debt
|
|
3,333
|
|
|
6,528
|
|
|
9,772
|
|
|||
Payments of long-term debt
|
|
(5,925
|
)
|
|
(7,091
|
)
|
|
(6,516
|
)
|
|||
Proceeds from issuance of common stock
|
|
2,131
|
|
|
9
|
|
|
27
|
|
|||
Proceeds from sale of limited partner units of consolidated partnership
|
|
—
|
|
|
114
|
|
|
59
|
|
|||
Dividends paid
|
|
(992
|
)
|
|
(1,261
|
)
|
|
(1,836
|
)
|
|||
Dividends and distributions paid to noncontrolling interests
|
|
(822
|
)
|
|
(940
|
)
|
|
(942
|
)
|
|||
Contributions from noncontrolling interests
|
|
17
|
|
|
29
|
|
|
111
|
|
|||
Payments for debt issuance costs
|
|
(17
|
)
|
|
(9
|
)
|
|
(35
|
)
|
|||
Special distribution from Gulfstream
|
|
—
|
|
|
—
|
|
|
396
|
|
|||
Contribution to Gulfstream for repayment of debt
|
|
—
|
|
|
(148
|
)
|
|
(248
|
)
|
|||
Other – net
|
|
(92
|
)
|
|
(16
|
)
|
|
(31
|
)
|
|||
Net cash provided (used) by financing activities
|
|
(2,460
|
)
|
|
(3,194
|
)
|
|
451
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Property, plant, and equipment:
|
|
|
|
|
|
|
||||||
Capital expenditures (1)
|
|
(2,399
|
)
|
|
(2,051
|
)
|
|
(3,167
|
)
|
|||
Dispositions – net
|
|
(41
|
)
|
|
30
|
|
|
3
|
|
|||
Contributions in aid of construction
|
|
426
|
|
|
218
|
|
|
87
|
|
|||
Proceeds from sale of businesses, net of cash divested
|
|
2,067
|
|
|
1,020
|
|
|
—
|
|
|||
Proceeds from dispositions of equity-method investments
|
|
200
|
|
|
34
|
|
|
—
|
|
|||
Purchases of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(112
|
)
|
|||
Purchases of and contributions to equity-method investments
|
|
(132
|
)
|
|
(177
|
)
|
|
(595
|
)
|
|||
Distributions from unconsolidated affiliates in excess of cumulative earnings
|
|
529
|
|
|
472
|
|
|
404
|
|
|||
Other – net
|
|
(17
|
)
|
|
38
|
|
|
81
|
|
|||
Net cash provided (used) by investing activities
|
|
633
|
|
|
(416
|
)
|
|
(3,299
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
729
|
|
|
70
|
|
|
(140
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
170
|
|
|
100
|
|
|
240
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
899
|
|
|
$
|
170
|
|
|
$
|
100
|
|
_________
|
|
|
|
|
|
|
||||||
(1) Increases to property, plant, and equipment
|
|
$
|
(2,662
|
)
|
|
$
|
(1,912
|
)
|
|
$
|
(3,024
|
)
|
Changes in related accounts payable and accrued liabilities
|
|
263
|
|
|
(139
|
)
|
|
(143
|
)
|
|||
Capital expenditures
|
|
$
|
(2,399
|
)
|
|
$
|
(2,051
|
)
|
|
$
|
(3,167
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Determining whether an entity is a VIE;
|
•
|
Determining whether we are the primary beneficiary of a VIE, including evaluating which activities of the VIE most significantly impact its economic performance and the degree of power that we and our related parties have over those activities through our variable interests;
|
•
|
Identifying events that require reconsideration of whether an entity is a VIE and continuously evaluating whether we are a VIE’s primary beneficiary;
|
•
|
Evaluating whether other owners in entities that are not VIEs are able to effectively participate in significant decisions that would be expected to be made in the ordinary course of business such that we do not have the power to control such entities.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Impairment assessments of investments, property, plant, and equipment, goodwill, and other identifiable intangible assets;
|
•
|
Litigation-related contingencies;
|
•
|
Environmental remediation obligations;
|
•
|
Realization of deferred income tax assets;
|
•
|
Depreciation and/or amortization of equity-method investment basis differences;
|
•
|
Asset retirement obligations;
|
•
|
Pension and postretirement valuation variables;
|
•
|
Measurement of regulatory liabilities;
|
•
|
Measurement of deferred income tax assets and liabilities.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Current assets reported within
Other current assets and deferred charges
|
$
|
102
|
|
|
$
|
91
|
|
Noncurrent assets reported within
Regulatory assets, deferred charges, and other
|
376
|
|
|
387
|
|
||
Total regulated assets
|
$
|
478
|
|
|
$
|
478
|
|
|
|
|
|
||||
Current liabilities reported within
Accrued liabilities
|
$
|
18
|
|
|
$
|
11
|
|
Noncurrent liabilities reported within
Regulatory liabilities, deferred income, and other
|
1,250
|
|
|
498
|
|
||
Total regulated liabilities
|
$
|
1,268
|
|
|
$
|
509
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
Derivative Treatment
|
|
Accounting Method
|
Normal purchases and normal sales exception
|
|
Accrual accounting
|
Designated in a qualifying hedging relationship
|
|
Hedge accounting
|
All other derivatives
|
|
Mark-to-market accounting
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Income (loss) before income taxes of the Geismar Interest
|
$
|
26
|
|
|
$
|
141
|
|
Income (loss) before income taxes of the Geismar Interest attributable to The Williams Companies, Inc.
|
19
|
|
|
85
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Income (loss) before income taxes of Canadian disposal group
|
$
|
—
|
|
|
$
|
(98
|
)
|
Income (loss) before income taxes of Canadian disposal group attributable to The Williams Companies, Inc.
|
—
|
|
|
(95
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
|
|
||||||
|
2017
|
|
2016
|
|
Classification
|
||||
|
(Millions)
|
|
|
||||||
Assets (liabilities):
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
881
|
|
|
$
|
145
|
|
|
Cash and cash equivalents
|
Trade accounts and other receivables
–
net
|
972
|
|
|
925
|
|
|
Trade accounts and other receivables
|
||
Inventories
|
113
|
|
|
138
|
|
|
Inventories
|
||
Other current assets
|
176
|
|
|
205
|
|
|
Other current assets and deferred charges
|
||
Investments
|
6,552
|
|
|
6,701
|
|
|
Investments
|
||
Property, plant, and equipment
–
net
|
27,912
|
|
|
28,021
|
|
|
Property, plant, and equipment – net
|
||
Intangible assets
–
net
|
8,790
|
|
|
9,662
|
|
|
Intangible assets – net of accumulated amortization
|
||
Regulatory assets, deferred charges, and other noncurrent assets
|
507
|
|
|
467
|
|
|
Regulatory assets, deferred charges, and other
|
||
Accounts payable
|
(957
|
)
|
|
(589
|
)
|
|
Accounts payable
|
||
Accrued liabilities including current asset retirement obligations
|
(857
|
)
|
|
(1,122
|
)
|
|
Accrued liabilities
|
||
Commercial paper
|
—
|
|
|
(93
|
)
|
|
Commercial paper
|
||
Long-term debt due within one year
|
(501
|
)
|
|
(785
|
)
|
|
Long-term debt due within one year
|
||
Long-term debt
|
(15,996
|
)
|
|
(17,685
|
)
|
|
Long-term debt
|
||
Deferred income tax liabilities
|
(16
|
)
|
|
(20
|
)
|
|
Deferred income tax liabilities
|
||
Noncurrent asset retirement obligations
|
(944
|
)
|
|
(798
|
)
|
|
Regulatory liabilities, deferred income, and other
|
||
Long-term deferred income
|
(1,119
|
)
|
|
(1,048
|
)
|
|
Regulatory liabilities, deferred income, and other
|
||
Regulatory liabilities and other
|
(1,690
|
)
|
|
(812
|
)
|
|
Regulatory liabilities, deferred income, and other
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
Years Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(Millions)
|
||||||
Williams Partners
|
|
|
|
|
||||
Appalachia Midstream Investments
|
|
$
|
294
|
|
|
$
|
562
|
|
DBJV
|
|
59
|
|
|
503
|
|
||
Laurel Mountain
|
|
50
|
|
|
45
|
|
||
UEOM
|
|
—
|
|
|
241
|
|
||
Ranch Westex
|
|
24
|
|
|
—
|
|
||
Other
|
|
3
|
|
|
8
|
|
||
|
|
$
|
430
|
|
|
$
|
1,359
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Ownership Interest at December 31, 2017
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
|||||
|
|
|
(Millions)
|
||||||
Equity-method investments:
|
|
|
|
|
|
||||
Appalachia Midstream Investments
|
(1)
|
|
$
|
3,104
|
|
|
$
|
2,062
|
|
UEOM
|
62%
|
|
1,383
|
|
|
1,448
|
|
||
Discovery
|
60%
|
|
534
|
|
|
572
|
|
||
Caiman II
|
58%
|
|
429
|
|
|
426
|
|
||
OPPL
|
50%
|
|
422
|
|
|
430
|
|
||
Laurel Mountain
|
69%
|
|
309
|
|
|
324
|
|
||
Gulfstream
|
50%
|
|
244
|
|
|
261
|
|
||
DBJV
|
—
|
|
—
|
|
|
988
|
|
||
Other
|
Various
|
|
127
|
|
|
190
|
|
||
|
|
|
$
|
6,552
|
|
|
$
|
6,701
|
|
(1)
|
Includes equity-method investments in multiple gathering systems in the Marcellus Shale with an approximate average
66 percent
interest.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Appalachia Midstream Investments
|
$
|
70
|
|
|
$
|
28
|
|
|
$
|
93
|
|
DBJV
|
32
|
|
|
105
|
|
|
57
|
|
|||
Caiman II
|
24
|
|
|
22
|
|
|
—
|
|
|||
Discovery
|
1
|
|
|
—
|
|
|
35
|
|
|||
UEOM
|
—
|
|
|
—
|
|
|
357
|
|
|||
Other
|
5
|
|
|
22
|
|
|
53
|
|
|||
|
$
|
132
|
|
|
$
|
177
|
|
|
$
|
595
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Appalachia Midstream Investments
|
$
|
270
|
|
|
$
|
211
|
|
|
$
|
219
|
|
Discovery
|
127
|
|
|
141
|
|
|
116
|
|
|||
Gulfstream
|
92
|
|
|
100
|
|
|
88
|
|
|||
UEOM
|
80
|
|
|
92
|
|
|
42
|
|
|||
OPPL
|
68
|
|
|
69
|
|
|
45
|
|
|||
Caiman II
|
49
|
|
|
40
|
|
|
33
|
|
|||
DBJV
|
39
|
|
|
39
|
|
|
33
|
|
|||
Laurel Mountain
|
32
|
|
|
28
|
|
|
31
|
|
|||
Other
|
27
|
|
|
22
|
|
|
26
|
|
|||
|
$
|
784
|
|
|
$
|
742
|
|
|
$
|
633
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Assets (liabilities):
|
|
|
|
||||
Current assets
|
$
|
447
|
|
|
$
|
508
|
|
Noncurrent assets
|
9,181
|
|
|
9,695
|
|
||
Current liabilities
|
(295
|
)
|
|
(412
|
)
|
||
Noncurrent liabilities
|
(1,538
|
)
|
|
(1,484
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Williams Partners
|
|
|
|
|
|
||||||
Loss on sale of Canadian operations (Note 2)
|
$
|
4
|
|
|
$
|
34
|
|
|
$
|
—
|
|
Amortization of regulatory assets associated with asset retirement obligations
|
33
|
|
|
33
|
|
|
33
|
|
|||
Accrual of regulatory liability related to overcollection of certain employee expenses
|
22
|
|
|
25
|
|
|
20
|
|
|||
Project development costs related to Constitution (Note 3)
|
16
|
|
|
28
|
|
|
—
|
|
|||
Gains on contract settlements and terminations
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of Refinery Grade Propylene Splitter
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||
Net foreign currency exchange (gains) losses (1)
|
—
|
|
|
10
|
|
|
(10
|
)
|
|||
Gain on asset retirement
|
—
|
|
|
(11
|
)
|
|
—
|
|
|||
Other
|
|
|
|
|
|
||||||
Loss on sale of Canadian operations (Note 2)
|
1
|
|
|
32
|
|
|
—
|
|
|||
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 (see
Note 2 – Acquisitions and Divestitures
).
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Selling, general, and administrative expenses
includes
$26 million
in 2015 primarily related to professional advisory fees within the Williams Partners segment.
|
•
|
Selling, general, and administrative expenses
includes
$32 million
in 2015 of general corporate expenses associated with integration and realignment of resources within the Other segment.
|
•
|
Operating and maintenance expenses
includes
$12 million
in 2015 primarily related to employee transition costs within the Williams Partners segment.
|
•
|
Service revenues
includes
$66 million
,
$58 million
, and
$239 million
recognized in the fourth quarter of 2017, 2016, and 2015, respectively, from minimum volume commitment fees
in the Barnett Shale and Mid-Continent regions within the Williams Partners segment.
|
•
|
Service revenues
for the year ended December 31, 2016, includes
$173 million
associated with the amortization of deferred income related to the restructuring of certain gas gathering contracts in the Barnett Shale and Mid-Continent regions within the Williams Partners segment.
|
•
|
Service revenues
were reduced by
$15 million
for the year ended December 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
includes
$9 million
and
$47 million
for the years ended December 31, 2017 and 2016, respectively, of costs associated with our evaluation of strategic alternatives within the Other segment.
Selling, general, and administrative expenses
also includes
$61 million
for the year ended December 31, 2016, 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
includes
$22 million
in severance and other related costs for the year ended December 31, 2017, for the Williams Partners segment. The year ended December 31, 2016, included
$42 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.
|
•
|
Selling, general, and administrative expenses
and
Operating and maintenance expenses
includes
$35 million
of settlement charge expense in 2017 related to the program to pay out certain deferred vested pension benefits within the Williams Partners segment (see
Note 9 – Employee Benefit Plans
).
|
•
|
Other income (expense) – net
below
Operating income (loss)
includes
$71 million
,
$66 million
, and
$77 million
for equity AFUDC for the years ended December 31, 2017, 2016, and 2015, respectively.
Other income (expense) – net
below
Operating income (loss)
also includes
$52 million
,
$23 million
and
$18 million
for the years ended December 31, 2017, 2016 and 2015, respectively, of income associated with regulatory assets related to the effects of deferred taxes on equity funds used during construction.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Other income (expense) – net
below
Operating income (loss)
includes a
$102 million
charge for the year ended December 31, 2017, for regulatory assets associated with the effects of deferred taxes on equity funds used during construction as a result of Tax Reform comprised of
$39 million
within the Williams Partners segment and
$63 million
within the Other segment (see
Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
).
|
•
|
Other income (expense) – net
below
Operating income (loss)
includes
$35 million
of settlement charge expense in 2017 related to the program to pay out certain deferred vested pension benefits (see
Note 9 – Employee Benefit Plans
).
|
•
|
Other income (expense) – net
below
Operating income (loss)
for the year ended December 31, 2017, includes a net gain of
$30 million
associated with the February 23, 2017, early retirement of
$750 million
of
6.125 percent
senior unsecured notes that were due in 2022 and a net loss of
$3 million
associated with the July 3, 2017, early retirement of of
$1.4 billion
of
4.875 percent
senior unsecured notes that were due in 2023. The net gain for the February 23, 2017, early retirement within the Other segment reflects
$53 million
of unamortized premium, partially offset by
$23 million
in premiums paid. The net loss for the July 3, 2017, early retirement within the Other segment reflects
$51 million
of unamortized premium, offset by
$54 million
in premiums paid (see
Note 13 – Debt, Banking Arrangements, and Leases
).
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
23
|
|
|
2
|
|
|
(7
|
)
|
|||
Foreign
|
—
|
|
|
(1
|
)
|
|
(55
|
)
|
|||
|
38
|
|
|
1
|
|
|
(62
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(2,004
|
)
|
|
(6
|
)
|
|
(317
|
)
|
|||
State
|
(8
|
)
|
|
61
|
|
|
(25
|
)
|
|||
Foreign
|
—
|
|
|
(81
|
)
|
|
5
|
|
|||
|
(2,012
|
)
|
|
(26
|
)
|
|
(337
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
(1,974
|
)
|
|
$
|
(25
|
)
|
|
$
|
(399
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Provision (benefit) at statutory rate
|
$
|
187
|
|
|
$
|
(131
|
)
|
|
$
|
(600
|
)
|
Increases (decreases) in taxes resulting from:
|
|
|
|
|
|
||||||
Impact of nontaxable noncontrolling interests
|
(117
|
)
|
|
(22
|
)
|
|
263
|
|
|||
Federal Tax Reform rate change
|
(1,932
|
)
|
|
—
|
|
|
—
|
|
|||
State income taxes (net of federal benefit)
|
(17
|
)
|
|
3
|
|
|
(21
|
)
|
|||
State deferred income tax rate change
|
26
|
|
|
43
|
|
|
—
|
|
|||
Foreign operations – net (including tax effect of Canadian Sale)
|
(127
|
)
|
|
78
|
|
|
8
|
|
|||
Translation adjustment of certain unrecognized tax benefits
|
—
|
|
|
(1
|
)
|
|
(71
|
)
|
|||
Other – net
|
6
|
|
|
5
|
|
|
22
|
|
|||
Provision (benefit) for income taxes
|
$
|
(1,974
|
)
|
|
$
|
(25
|
)
|
|
$
|
(399
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Deferred income tax liabilities:
|
|
|
|
||||
Investments
|
$
|
3,565
|
|
|
$
|
5,300
|
|
Other
|
19
|
|
|
29
|
|
||
Total deferred income tax liabilities
|
3,584
|
|
|
5,329
|
|
||
Deferred income tax assets:
|
|
|
|
||||
Accrued liabilities
|
53
|
|
|
145
|
|
||
Minimum tax credit
|
155
|
|
|
139
|
|
||
Foreign tax credit
|
140
|
|
|
140
|
|
||
Federal loss carryovers
|
—
|
|
|
651
|
|
||
State losses and credits
|
283
|
|
|
313
|
|
||
Other
|
30
|
|
|
37
|
|
||
Total deferred income tax assets
|
661
|
|
|
1,425
|
|
||
Less valuation allowance
|
224
|
|
|
334
|
|
||
Net deferred income tax assets
|
437
|
|
|
1,091
|
|
||
Overall net deferred income tax liabilities
|
$
|
3,147
|
|
|
$
|
4,238
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Balance at beginning of period
|
$
|
50
|
|
|
$
|
55
|
|
Reductions for tax positions of prior years
|
—
|
|
|
(4
|
)
|
||
Changes due to currency translation
|
—
|
|
|
(1
|
)
|
||
Balance at end of period
|
$
|
50
|
|
|
$
|
50
|
|
(1)
|
For the years ended December 31, 2016 and December 31, 2015,
0.6 million
and
1.7 million
weighted-average nonvested restricted stock units, and
0.5 million
and
1.5 million
weighted-average stock options have been excluded from the computation of diluted earnings (loss) per common share as their inclusion would be antidilutive due to our loss from continuing operations attributable to The Williams Companies, Inc.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(Millions)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
1,466
|
|
|
$
|
1,464
|
|
|
$
|
197
|
|
|
$
|
202
|
|
Service cost
|
50
|
|
|
54
|
|
|
1
|
|
|
1
|
|
||||
Interest cost
|
59
|
|
|
62
|
|
|
8
|
|
|
8
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
3
|
|
|
2
|
|
||||
Benefits paid
|
(35
|
)
|
|
(130
|
)
|
|
(14
|
)
|
|
(15
|
)
|
||||
Actuarial loss (gain)
|
40
|
|
|
20
|
|
|
11
|
|
|
(1
|
)
|
||||
Settlements
|
(261
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
Net increase (decrease) in benefit obligation
|
(147
|
)
|
|
2
|
|
|
9
|
|
|
(5
|
)
|
||||
Benefit obligation at end of year
|
1,319
|
|
|
1,466
|
|
|
206
|
|
|
197
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
1,254
|
|
|
1,241
|
|
|
208
|
|
|
201
|
|
||||
Actual return on plan assets
|
184
|
|
|
82
|
|
|
25
|
|
|
13
|
|
||||
Employer contributions
|
85
|
|
|
65
|
|
|
5
|
|
|
7
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
3
|
|
|
2
|
|
||||
Benefits paid
|
(35
|
)
|
|
(130
|
)
|
|
(14
|
)
|
|
(15
|
)
|
||||
Settlements
|
(261
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
Net increase (decrease) in fair value of plan assets
|
(27
|
)
|
|
13
|
|
|
19
|
|
|
7
|
|
||||
Fair value of plan assets at end of year
|
1,227
|
|
|
1,254
|
|
|
227
|
|
|
208
|
|
||||
Funded status — overfunded (underfunded)
|
$
|
(92
|
)
|
|
$
|
(212
|
)
|
|
$
|
21
|
|
|
$
|
11
|
|
Accumulated benefit obligation
|
$
|
1,294
|
|
|
$
|
1,440
|
|
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Underfunded pension plans:
|
|
|
|
||||
Current liabilities
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
Noncurrent liabilities
|
(90
|
)
|
|
(210
|
)
|
||
Overfunded (underfunded) other postretirement benefit plans:
|
|
|
|
||||
Current liabilities
|
(6
|
)
|
|
(7
|
)
|
||
Noncurrent assets (liabilities)
|
27
|
|
|
18
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(Millions)
|
||||||||||||||
Amounts included in
Accumulated other comprehensive income (loss)
:
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Net actuarial loss
|
(375
|
)
|
|
(535
|
)
|
|
(21
|
)
|
|
(18
|
)
|
||||
Amounts included in regulatory liabilities associated with Transco and Northwest Pipeline:
|
|
|
|
|
|
|
|
||||||||
Prior service credit
|
N/A
|
|
|
N/A
|
|
|
$
|
2
|
|
|
$
|
10
|
|
||
Net actuarial gain
|
N/A
|
|
|
N/A
|
|
|
14
|
|
|
8
|
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Components of net periodic benefit cost (credit):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
50
|
|
|
$
|
54
|
|
|
$
|
59
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
59
|
|
|
62
|
|
|
58
|
|
|
8
|
|
|
8
|
|
|
9
|
|
||||||
Expected return on plan assets
|
(82
|
)
|
|
(85
|
)
|
|
(75
|
)
|
|
(11
|
)
|
|
(12
|
)
|
|
(12
|
)
|
||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(15
|
)
|
|
(17
|
)
|
||||||
Amortization of net actuarial loss
|
27
|
|
|
30
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Net actuarial loss from settlements
|
71
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassification to regulatory liability
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
4
|
|
|
3
|
|
||||||
Net periodic benefit cost (credit)
|
$
|
125
|
|
|
$
|
63
|
|
|
$
|
86
|
|
|
$
|
(12
|
)
|
|
$
|
(14
|
)
|
|
$
|
(13
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Other changes in plan assets and benefit obligations recognized in
Other comprehensive income (loss)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain (loss)
|
$
|
62
|
|
|
$
|
(23
|
)
|
|
$
|
5
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
8
|
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Amortization of net actuarial loss
|
27
|
|
|
30
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Net actuarial loss from settlements
|
71
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other changes in plan assets and benefit obligations recognized in
Other comprehensive income (loss)
|
$
|
160
|
|
|
$
|
9
|
|
|
$
|
49
|
|
|
$
|
(8
|
)
|
|
$
|
(6
|
)
|
|
$
|
4
|
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(Millions)
|
||||||||||
Other changes in plan assets and benefit obligations recognized in
regulatory (assets) and liabilities:
|
|
|
|
|
|
|
||||||
Net actuarial gain (loss)
|
|
$
|
6
|
|
|
$
|
2
|
|
|
$
|
10
|
|
Amortization of prior service credit
|
|
(8
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
(Millions)
|
||||||
Amounts included in
Accumulated other comprehensive income (loss)
:
|
|
|
|
||||
Prior service credit
|
$
|
—
|
|
|
$
|
(1
|
)
|
Net actuarial loss
|
23
|
|
|
—
|
|
||
Amounts included in regulatory liabilities associated with Transco and Northwest Pipeline:
|
|
|
|
||||
Prior service credit
|
N/A
|
|
|
$
|
(2
|
)
|
|
Net actuarial loss
|
N/A
|
|
|
—
|
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Discount rate
|
3.66
|
%
|
|
4.17
|
%
|
|
3.71
|
%
|
|
4.27
|
%
|
Rate of compensation increase
|
4.93
|
|
|
4.87
|
|
|
N/A
|
|
|
N/A
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Discount rate
|
4.17
|
%
|
|
4.37
|
%
|
|
3.96
|
%
|
|
4.27
|
%
|
|
4.50
|
%
|
|
4.12
|
%
|
Expected long-term rate of return on plan assets
|
6.45
|
|
|
6.85
|
|
|
6.38
|
|
|
5.53
|
|
|
6.11
|
|
|
5.70
|
|
Rate of compensation increase
|
4.87
|
|
|
4.88
|
|
|
4.62
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Point increase
|
|
Point decrease
|
||||
|
(Millions)
|
||||||
Effect on total of service and interest cost components
|
$
|
—
|
|
|
$
|
—
|
|
Effect on other postretirement benefit obligation
|
5
|
|
|
(5
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2017
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Pension assets:
|
|
|
|
|
|
|
|
||||||||
Cash management fund
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
62
|
|
|
—
|
|
|
—
|
|
|
62
|
|
||||
U.S. small cap
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||
Fixed income securities (1):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
103
|
|
|
—
|
|
|
—
|
|
|
103
|
|
||||
Government and municipal bonds
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
Mortgage and asset-backed securities
|
—
|
|
|
47
|
|
|
—
|
|
|
47
|
|
||||
Corporate bonds
|
—
|
|
|
158
|
|
|
—
|
|
|
158
|
|
||||
Insurance company investment contracts and other
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
|
$
|
236
|
|
|
$
|
225
|
|
|
$
|
—
|
|
|
461
|
|
|
Commingled investment funds measured at net asset value practical expedient (2):
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap
|
|
|
|
|
|
|
265
|
|
|||||||
Equities — International small cap
|
|
|
|
|
|
|
26
|
|
|||||||
Equities — International emerging markets
|
|
|
|
|
|
|
41
|
|
|||||||
Equities — International developed markets
|
|
|
|
|
|
|
110
|
|
|||||||
Fixed income — U.S. long duration
|
|
|
|
|
|
|
205
|
|
|||||||
Fixed income — Corporate bonds
|
|
|
|
|
|
|
119
|
|
|||||||
Total assets at fair value at December 31, 2017
|
|
|
|
|
|
|
$
|
1,227
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2016
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Pension assets:
|
|
|
|
|
|
|
|
||||||||
Cash management fund
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
87
|
|
|
—
|
|
|
—
|
|
|
87
|
|
||||
U.S. small cap
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
||||
Fixed income securities (1):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||
Government and municipal bonds
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Mortgage and asset-backed securities
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
||||
Corporate bonds
|
—
|
|
|
148
|
|
|
—
|
|
|
148
|
|
||||
Insurance company investment contracts and other
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
|
$
|
246
|
|
|
$
|
243
|
|
|
$
|
—
|
|
|
489
|
|
|
Commingled investment funds measured at net asset value practical expedient (2):
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap
|
|
|
|
|
|
|
369
|
|
|||||||
Equities — International small cap
|
|
|
|
|
|
|
27
|
|
|||||||
Equities — International emerging markets
|
|
|
|
|
|
|
50
|
|
|||||||
Equities — International developed markets
|
|
|
|
|
|
|
149
|
|
|||||||
Fixed income — U.S. long duration
|
|
|
|
|
|
|
88
|
|
|||||||
Fixed income — Corporate bonds
|
|
|
|
|
|
|
82
|
|
|||||||
Total assets at fair value at December 31, 2016
|
|
|
|
|
|
|
$
|
1,254
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2017
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Other postretirement benefit assets:
|
|
|
|
|
|
|
|
||||||||
Cash management funds
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
||||
U.S. small cap
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
International developed markets large cap growth
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Fixed income securities (1):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
||||
Government and municipal bonds
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Mortgage and asset-backed securities
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
Corporate bonds
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
||||
Mutual fund — Municipal bonds
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
||||
|
$
|
105
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
137
|
|
|
Commingled investment funds measured at net asset value practical expedient (2):
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap
|
|
|
|
|
|
|
31
|
|
|||||||
Equities — International small cap
|
|
|
|
|
|
|
3
|
|
|||||||
Equities — International emerging markets
|
|
|
|
|
|
|
5
|
|
|||||||
Equities — International developed markets
|
|
|
|
|
|
|
13
|
|
|||||||
Fixed income — U.S. long duration
|
|
|
|
|
|
|
24
|
|
|||||||
Fixed income — Corporate bonds
|
|
|
|
|
|
|
14
|
|
|||||||
Total assets at fair value at December 31, 2017
|
|
|
|
|
|
|
$
|
227
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2016
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Other postretirement benefit assets:
|
|
|
|
|
|
|
|
||||||||
Cash management funds
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. large cap
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||
U.S. small cap
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||
International developed markets large cap growth
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
Fixed income securities (1):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
||||
Government and municipal bonds
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Mortgage and asset-backed securities
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
Corporate bonds
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
||||
Mutual fund — Municipal bonds
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||
|
$
|
99
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
128
|
|
|
Commingled investment funds measured at net asset value practical expedient (2):
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap
|
|
|
|
|
|
|
38
|
|
|||||||
Equities — International small cap
|
|
|
|
|
|
|
3
|
|
|||||||
Equities — International emerging markets
|
|
|
|
|
|
|
5
|
|
|||||||
Equities — International developed markets
|
|
|
|
|
|
|
16
|
|
|||||||
Fixed income — U.S. long duration
|
|
|
|
|
|
|
9
|
|
|||||||
Fixed income — Corporate bonds
|
|
|
|
|
|
|
9
|
|
|||||||
Total assets at fair value at December 31, 2016
|
|
|
|
|
|
|
$
|
208
|
|
||||||
|
|
|
|
|
|
|
|
(1)
|
The weighted-average credit quality rating of the fixed income security portfolio is investment grade with a weighted-average duration of approximately
12
years for
2017
and
8
years for
2016
.
|
(2)
|
The stated intents of the funds vary based on each commingled fund’s investment objective. These objectives generally include strategies to replicate or outperform various market indices. Certain standard withdrawal restrictions generally apply, which may include redemption notification period restrictions ranging from
10
to
30
days. Additionally, the fund managers retain the right to restrict withdrawals from and/or purchases into the funds so as not to disadvantage other investors in the funds. Generally, the funds also reserve the right to make all or a portion of the redemption in-kind rather than in cash or a combination of cash and in-kind.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
(Millions)
|
||||||
2018
|
$
|
91
|
|
|
$
|
13
|
|
2019
|
90
|
|
|
13
|
|
||
2020
|
92
|
|
|
14
|
|
||
2021
|
96
|
|
|
13
|
|
||
2022
|
96
|
|
|
13
|
|
||
2023-2027
|
486
|
|
|
60
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
|
|
|
|
|
|
||||
|
Estimated
Useful Life (1)
(Years)
|
|
Depreciation
Rates (1)
(%)
|
|
December 31,
|
||||||
2017
|
|
2016
|
|||||||||
|
|
|
|
|
(Millions)
|
||||||
Nonregulated:
|
|
|
|
|
|
|
|
||||
Natural gas gathering and processing facilities (2)
|
5 - 40
|
|
|
|
$
|
18,440
|
|
|
$
|
19,523
|
|
Construction in progress
|
Not applicable
|
|
|
|
566
|
|
|
412
|
|
||
Other (2)
|
2 - 45
|
|
|
|
2,776
|
|
|
3,092
|
|
||
Regulated:
|
|
|
|
|
|
|
|
||||
Natural gas transmission facilities
|
|
|
1.20 - 6.97
|
|
14,460
|
|
|
12,692
|
|
||
Construction in progress
|
Not applicable
|
|
Not applicable
|
|
1,637
|
|
|
1,603
|
|
||
Other
|
5 - 45
|
|
1.35 - 33.33
|
|
1,634
|
|
|
1,590
|
|
||
Total property, plant, and equipment, at cost
|
|
|
|
|
39,513
|
|
|
38,912
|
|
||
Accumulated depreciation and amortization
|
|
|
|
|
(11,302
|
)
|
|
(10,484
|
)
|
||
Property, plant, and equipment — net
|
|
|
|
|
$
|
28,211
|
|
|
$
|
28,428
|
|
(1)
|
Estimated useful life and depreciation rates are presented as of December 31,
2017
. Depreciation rates and estimated useful lives for regulated assets are prescribed by the FERC.
|
(2)
|
The 2016 presentation has been changed to reflect
$890 million
of right-of-way assets previously presented in
Natural gas gathering and processing facilities
, now in
Other
.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Beginning balance
|
$
|
862
|
|
|
$
|
915
|
|
Liabilities incurred
|
33
|
|
|
24
|
|
||
Liabilities settled
|
(16
|
)
|
|
(8
|
)
|
||
Accretion expense (1)
|
141
|
|
|
69
|
|
||
Revisions (2)
|
(22
|
)
|
|
(138
|
)
|
||
Ending balance
|
$
|
998
|
|
|
$
|
862
|
|
(1)
|
The increase in accretion expense for 2017 includes an adjustment associated with obligations identified from certain Transco land agreements.
|
(2)
|
Several factors are considered in the annual review process, including inflation rates, current estimates for removal cost, market risk premiums, discount rates, and the estimated remaining useful life of the assets. The 2017 revisions reflect changes in removal cost estimates and decreases in the estimated remaining useful life of certain assets and discount rates used in the annual review process. The 2016 revisions reflect changes in removal cost estimates, increases in the estimated remaining useful life of certain assets, and decreases in the inflation rate and discount rates used in the annual review process.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2017
|
|
2016
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
|
(Millions)
|
||||||||||||||
Contractual customer relationships
|
$
|
10,027
|
|
|
$
|
(1,283
|
)
|
|
$
|
10,635
|
|
|
$
|
(1,019
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Deferred income
|
$
|
361
|
|
|
$
|
338
|
|
Interest on debt
|
267
|
|
|
310
|
|
||
Employee costs
|
202
|
|
|
223
|
|
||
Refundable deposits
|
—
|
|
|
160
|
|
||
Property taxes
|
63
|
|
|
55
|
|
||
Asset retirement obligations
|
53
|
|
|
61
|
|
||
Other, including other loss contingencies
|
221
|
|
|
301
|
|
||
|
$
|
1,167
|
|
|
$
|
1,448
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
Transco:
|
|
|
|
||||
6.05% Notes due 2018
|
$
|
250
|
|
|
$
|
250
|
|
7.08% Debentures due 2026
|
8
|
|
|
8
|
|
||
7.25% Debentures due 2026
|
200
|
|
|
200
|
|
||
7.85% Notes due 2026
|
1,000
|
|
|
1,000
|
|
||
5.4% Notes due 2041
|
375
|
|
|
375
|
|
||
4.45% Notes due 2042
|
400
|
|
|
400
|
|
||
Other financing obligation
|
231
|
|
|
—
|
|
||
Northwest Pipeline:
|
|
|
|
||||
5.95% Notes due 2017
|
—
|
|
|
185
|
|
||
6.05% Notes due 2018
|
250
|
|
|
250
|
|
||
7.125% Debentures due 2025
|
85
|
|
|
85
|
|
||
4% Notes due 2027
|
250
|
|
|
—
|
|
||
WPZ:
|
|
|
|
||||
7.25% Notes due 2017
|
—
|
|
|
600
|
|
||
5.25% Notes due 2020
|
1,500
|
|
|
1,500
|
|
||
4.125% Notes due 2020
|
600
|
|
|
600
|
|
||
4% Notes due 2021
|
500
|
|
|
500
|
|
||
3.6% Notes due 2022
|
1,250
|
|
|
1,250
|
|
||
3.35% Notes due 2022
|
750
|
|
|
750
|
|
||
6.125% Notes due 2022
|
—
|
|
|
750
|
|
||
4.5% Notes due 2023
|
600
|
|
|
600
|
|
||
4.875% Notes due 2023
|
—
|
|
|
1,400
|
|
||
4.3% Notes due 2024
|
1,000
|
|
|
1,000
|
|
||
4.875% Notes due 2024
|
750
|
|
|
750
|
|
||
3.9% Notes due 2025
|
750
|
|
|
750
|
|
||
4% Notes due 2025
|
750
|
|
|
750
|
|
||
3.75% Notes due 2027
|
1,450
|
|
|
—
|
|
||
6.3% Notes due 2040
|
1,250
|
|
|
1,250
|
|
||
5.8% Notes due 2043
|
400
|
|
|
400
|
|
||
5.4% Notes due 2044
|
500
|
|
|
500
|
|
||
4.9% Notes due 2045
|
500
|
|
|
500
|
|
||
5.1% Notes due 2045
|
1,000
|
|
|
1,000
|
|
||
Term Loan, variable interest rate, due 2018
|
—
|
|
|
850
|
|
||
WMB:
|
|
|
|
||||
7.875% Notes due 2021
|
371
|
|
|
371
|
|
||
3.7% Notes due 2023
|
850
|
|
|
850
|
|
||
4.55% Notes due 2024
|
1,250
|
|
|
1,250
|
|
||
7.5% Debentures due 2031
|
339
|
|
|
339
|
|
||
7.75% Notes due 2031
|
252
|
|
|
252
|
|
||
8.75% Notes due 2032
|
445
|
|
|
445
|
|
||
5.75% Notes due 2044
|
650
|
|
|
650
|
|
||
Various — 7.625% to 10.25% Notes and Debentures due 2019 to 2027
|
55
|
|
|
55
|
|
||
Credit facility loans
|
270
|
|
|
775
|
|
||
Debt issuance costs
|
(122
|
)
|
|
(119
|
)
|
||
Net unamortized debt premium (discount)
|
(24
|
)
|
|
88
|
|
||
Total long-term debt, including current portion
|
20,935
|
|
|
23,409
|
|
||
Long-term debt due within one year
|
(501
|
)
|
|
(785
|
)
|
||
Long-term debt
|
$
|
20,434
|
|
|
$
|
22,624
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31, 2017
|
||
|
(Millions)
|
||
2018
|
$
|
502
|
|
2019
|
33
|
|
|
2020
|
2,123
|
|
|
2021
|
1,143
|
|
|
2022
|
2,003
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31, 2017
|
||||||
|
Available
|
|
Outstanding
|
||||
|
(Millions)
|
||||||
WMB
|
|
|
|
||||
Long-term credit facility
|
$
|
1,500
|
|
|
$
|
270
|
|
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 our credit facility inclusive of any outstanding amounts under our commercial paper program.
|
•
|
Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets, enter into certain affiliate transactions, make certain distributions during an event of default, make investments, and allow any material change in the nature of its business.
|
•
|
If an event of default with respect to a borrower occurs under its respective credit facility, the lenders will be able to terminate the commitments for the respective borrowers and accelerate the maturity of any loans of the defaulting borrower under the respective credit facility agreement and exercise other rights and remedies.
|
•
|
Each time funds are borrowed under our credit facility, the borrower may choose from two methods of calculating interest: a fluctuating base rate equal to the bank’s alternate base rate plus an applicable margin or a periodic fixed rate equal to the London Interbank Offered Rate (LIBOR) plus an applicable margin. The borrower is required to pay a commitment fee based on the unused portion of its respective credit facility. The applicable margin and the commitment fee are determined for us by reference to a pricing schedule based on our senior unsecured long-term debt ratings.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets, 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 for all borrowers and accelerate the maturity of any loans of the defaulting borrower under the credit facility agreement and exercise other rights and remedies.
|
•
|
Other than swing line loans, each time funds are borrowed, the borrower must choose whether such borrowing will be an alternate base rate borrowing or a Eurodollar borrowing. If such borrowing is an alternate base rate borrowing, interest is calculated on the basis of the greater of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus one half of 1 percent, and (c) a periodic fixed rate equal to the LIBOR plus
1 percent
, plus, in the case of each of (a), (b), and (c), an applicable margin. If the borrowing is a Eurodollar borrowing, interest is calculated on the basis of LIBOR for the relevant period plus an applicable margin. Interest on swing line loans is calculated as the sum of the alternate base rate 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 for each borrower by reference to a pricing schedule based on such borrower’s senior unsecured long-term debt ratings.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31, 2017
|
||
|
(Millions)
|
||
2018
|
$
|
43
|
|
2019
|
41
|
|
|
2020
|
33
|
|
|
2021
|
33
|
|
|
2022
|
29
|
|
|
Thereafter
|
137
|
|
|
Total
|
$
|
316
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
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
|
(6
|
)
|
|
1
|
|
|
44
|
|
|
39
|
|
||||
Amounts reclassified from
accumulated other
comprehensive income (loss)
|
4
|
|
|
—
|
|
|
58
|
|
|
62
|
|
||||
Other comprehensive income (loss)
|
(2
|
)
|
|
1
|
|
|
102
|
|
|
101
|
|
||||
Balance at December 31, 2017
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(235
|
)
|
|
$
|
(238
|
)
|
Component
|
|
Reclassifications
|
|
Classification
|
||
|
|
(Millions)
|
|
|
||
Cash flow hedges:
|
|
|
|
|
||
Energy commodity contracts
|
|
$
|
7
|
|
|
Product sales and Product costs
|
Pension and other postretirement benefits:
|
|
|
|
|
||
Amortization of prior service cost (credit) included in net periodic benefit cost (credit)
|
|
(5
|
)
|
|
Note 9 – Employee Benefit Plans
|
|
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit)
|
|
98
|
|
|
Note 9 – Employee Benefit Plans
|
|
Total before tax
|
|
100
|
|
|
|
|
Income tax benefit
|
|
(36
|
)
|
|
Provision (benefit) for income taxes
|
|
Net of income tax
|
|
64
|
|
|
|
|
Noncontrolling interest
|
|
(2
|
)
|
|
Net income (loss) attributable to noncontrolling interests
|
|
Reclassifications during the period
|
|
$
|
62
|
|
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
Stock Options
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(Millions)
|
|
|
|
(Millions)
|
|||||
Outstanding at December 31, 2016
|
6.2
|
|
|
$
|
31.32
|
|
|
|
||
Granted
|
1.0
|
|
|
$
|
28.85
|
|
|
|
||
Exercised
|
(0.5
|
)
|
|
$
|
21.33
|
|
|
|
||
Cancelled
|
(0.1
|
)
|
|
$
|
36.75
|
|
|
|
||
Outstanding at December 31, 2017
|
6.6
|
|
|
$
|
31.53
|
|
|
$
|
23
|
|
Exercisable at December 31, 2017
|
5.1
|
|
|
$
|
31.85
|
|
|
$
|
19
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
Total intrinsic value of options exercised
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
37
|
|
Tax benefits realized on options exercised
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
13
|
|
Cash received from the exercise of options
|
$
|
7
|
|
|
$
|
4
|
|
|
$
|
20
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted-average grant date fair value of options for our common stock granted during the year, per share
|
$
|
6.61
|
|
|
$
|
7.90
|
|
|
$
|
7.61
|
|
Weighted-average assumptions:
|
|
|
|
|
|
||||||
Dividend yield
|
4.2
|
%
|
|
3.2
|
%
|
|
4.8
|
%
|
|||
Volatility
|
35.1
|
%
|
|
44.7
|
%
|
|
27.8
|
%
|
|||
Risk-free interest rate
|
2.1
|
%
|
|
1.2
|
%
|
|
1.8
|
%
|
|||
Expected life (years)
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
Restricted Stock Units Outstanding
|
Shares
|
|
Weighted-
Average
Fair Value (1)
|
|||
|
(Millions)
|
|
|
|||
Nonvested at December 31, 2016
|
3.9
|
|
|
$
|
35.19
|
|
Granted
|
2.0
|
|
|
$
|
29.47
|
|
Forfeited
|
(0.8
|
)
|
|
$
|
39.21
|
|
Vested
|
(0.9
|
)
|
|
$
|
38.30
|
|
Nonvested at December 31, 2017
|
4.2
|
|
|
$
|
31.02
|
|
(1)
|
Performance-based restricted stock units are valued utilizing a Monte Carlo valuation method using measures of total shareholder return. All other restricted stock units are valued at the grant-date market price. Restricted stock units generally vest after
three years
.
|
Value of Restricted Stock Units
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted-average grant date fair value of restricted stock units granted during the year, per share
|
$
|
29.47
|
|
|
$
|
26.51
|
|
|
$
|
40.15
|
|
Total fair value of restricted stock units vested during the year ($’s in millions)
|
$
|
33
|
|
|
$
|
32
|
|
|
$
|
42
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
|
|
|
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 December 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
$
|
135
|
|
|
$
|
135
|
|
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives liabilities designated as hedging instruments
|
(3
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other receivables
|
7
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, including current portion
|
(20,935
|
)
|
|
(23,005
|
)
|
|
—
|
|
|
(23,005
|
)
|
|
—
|
|
|||||
Guarantees
|
(43
|
)
|
|
(30
|
)
|
|
—
|
|
|
(14
|
)
|
|
(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
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
|
|
|
|
|
|
|
Impairments
|
||||||||||||
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||
|
Classification
|
|
Segment
|
|
Date of Measurement
|
|
Fair Value
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
(Millions)
|
||||||||||||||
Certain gathering operations (1)
|
Property, plant, and equipment – net
and
Intangible assets - net of accumulated amortization
|
|
Williams Partners
|
|
September 30, 2017
|
|
$
|
439
|
|
|
$
|
1,019
|
|
|
|
|
|
||||
Certain gathering operations (2)
|
Property, plant, and equipment – net
and
Intangible assets - net of accumulated amortization
|
|
Williams Partners
|
|
September 30, 2017
|
|
21
|
|
|
115
|
|
|
|
|
|
||||||
Certain NGL pipeline (3)
|
Property, plant, and equipment – net
|
|
Other
|
|
September 30, 2017
|
|
32
|
|
|
68
|
|
|
|
|
|
||||||
Certain olefins pipeline project (4)
|
Property, plant, and equipment – net
|
|
Other
|
|
June 30, 2017
|
|
18
|
|
|
23
|
|
|
|
|
|
||||||
Canadian operations (5)
|
Assets held for sale
|
|
Other
|
|
June 30, 2016
|
|
206
|
|
|
|
|
$
|
406
|
|
|
|
|||||
Canadian operations (5)
|
Assets held for sale
|
|
Williams Partners
|
|
June 30, 2016
|
|
924
|
|
|
|
|
341
|
|
|
|
||||||
Certain gathering operations (6)
|
Property, plant, and equipment – net
|
|
Williams Partners
|
|
June 30, 2016
|
|
18
|
|
|
|
|
48
|
|
|
|
||||||
Certain idle assets
|
Property, plant, and equipment – net
|
|
Other
|
|
December 31, 2016
|
|
73
|
|
|
|
|
8
|
|
|
|
||||||
Previously capitalized project development costs (7)
|
Property, plant, and equipment – net
|
|
Williams Partners
|
|
December 31, 2015
|
|
13
|
|
|
|
|
|
|
$
|
94
|
|
|||||
Previously capitalized project development costs (8)
|
Property, plant, and equipment – net
|
|
Other
|
|
December 31, 2015
|
|
40
|
|
|
|
|
|
|
64
|
|
||||||
Surplus equipment (9)
|
Property, plant, and equipment – net
|
|
Williams Partners
|
|
June 30, 2015
|
|
17
|
|
|
|
|
|
|
20
|
|
||||||
Level 3 fair value measurements of certain assets
|
|
|
|
|
|
|
|
|
1,225
|
|
|
803
|
|
|
178
|
|
|||||
Other impairments and write-downs (10)
|
|
|
|
|
|
|
|
|
23
|
|
|
70
|
|
|
31
|
|
|||||
Impairment of certain assets
|
|
|
|
|
|
|
|
|
$
|
1,248
|
|
|
$
|
873
|
|
|
$
|
209
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
|
|
|
|
|
|
|
Impairments
|
||||||||||||
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||||
|
Classification
|
|
Segment
|
|
Date of Measurement
|
|
Fair Value
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
(Millions)
|
||||||||||||||
Equity-method investments (11)
|
Investments
|
|
Williams Partners
|
|
December 31, 2016
|
|
$
|
1,295
|
|
|
|
|
$
|
318
|
|
|
|
||||
Equity-method investments (12)
|
Investments
|
|
Williams Partners
|
|
March 31, 2016
|
|
1,294
|
|
|
|
|
109
|
|
|
|
||||||
Other equity-method investment
|
Investments
|
|
Williams Partners
|
|
March 31, 2016
|
|
—
|
|
|
|
|
3
|
|
|
|
||||||
Equity-method investments (13)
|
Investments
|
|
Williams Partners
|
|
December 31, 2015
|
|
4,017
|
|
|
|
|
|
|
$
|
890
|
|
|||||
Equity-method investments (14)
|
Investments
|
|
Williams Partners
|
|
September 30, 2015
|
|
1,203
|
|
|
|
|
|
|
461
|
|
||||||
Other equity-method investment
|
Investments
|
|
Williams Partners
|
|
December 31, 2015
|
|
58
|
|
|
|
|
|
|
8
|
|
||||||
Impairment of equity-method investments
|
|
|
|
|
|
|
|
|
|
|
$
|
430
|
|
|
$
|
1,359
|
|
(1)
|
Relates to certain gathering operations in the Mid-Continent region. During the third quarter of 2017, we received solicitations and engaged in negotiations for the sale of certain of these assets which led to our impairment evaluation. The estimated fair value was determined using an income approach and incorporated market inputs based on ongoing negotiations for a potential sale of a portion of the underlying assets. For the income approach, we utilized a discount rate of
10.2 percent
, reflecting an estimated cost of capital and risks associated with the underlying assets.
|
(2)
|
Relates to certain gathering operations in the Marcellus South region resulting from an anticipated decline in future volumes following a third-quarter 2017 shut-in by the primary producer. The estimated fair value was determined by the income approach utilizing a discount rate of
11.1 percent
, reflecting an estimated cost of capital and risks associated with the underlying assets.
|
(3)
|
Relates to an NGL pipeline near the Houston Ship Channel region which we anticipate will be underutilized for the foreseeable future. The estimated fair value was primarily determined by using a market approach based on our analysis of observable inputs in the principal market.
|
(4)
|
Relates primarily to project development costs associated with an olefins pipeline project in the Gulf Coast region, the likelihood of completion of which is now considered remote. The estimated fair value of the remaining pipe and equipment considered a market approach based on our analysis of observable inputs in the principal market, as well as an estimate of replacement cost.
|
(5)
|
Relates to our Canadian operations. We designated these operations as held for sale as of June 30, 2016. As a result, we measured the fair value of the disposal group, resulting in an impairment charge. The estimated fair value was determined by a market approach based primarily on inputs received in the marketing process and reflected our estimate of the potential assumed proceeds. We disposed of our Canadian operations through a sale during the third quarter of 2016. (See
Note 2 – Acquisitions and Divestitures
).
|
(6)
|
Relates to certain gathering assets within the Mid-Continent region. The estimated fair value was determined by a market approach based on our analysis of observable inputs in the principal market.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
(7)
|
Relates to a gas processing plant, the completion of which is considered remote due to unfavorable impact of low natural gas prices on customer drilling activities. The assessed fair value primarily represents the estimated salvage value of certain equipment measured using a market approach based on our analysis of observable inputs in the principal market.
|
(8)
|
Relates to an olefins pipeline project, the completion of which is considered remote due to lack of customer interest. The assessed fair value primarily represents the estimated fair value of unused pipeline measured using a market approach based on our analysis of observable inputs in the principal market.
|
(9)
|
Relates to certain surplus equipment. The estimated fair value was determined by a market approach based on our analysis of observable inputs in the principal market.
|
(10)
|
Reflects multiple individually insignificant impairments and write-downs of other certain assets that may no longer be in use or are surplus in nature for which the fair value was determined to be lower than the carrying value.
|
(11)
|
Relates to Williams Partners’ previously held interest in Ranch Westex and multiple Appalachia Midstream Investments currently held. The historical carrying value of these equity-method investments was initially recorded based on estimated fair value during the third quarter of 2014 in conjunction with the acquisition of ACMP. We estimated the fair value of these Appalachia Midstream 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, rates, and related capital spending. The discount rate utilized for the Appalachia Midstream Investments evaluation was
10.2 percent
and reflected an estimated cost of capital as impacted by market conditions and risks associated with the underlying businesses. In addition to utilizing an income approach, we also considered a market approach for certain Appalachia Midstream Investments and Ranch Westex based on an agreement reached in February 2017 to exchange our interests in DBJV and Ranch Westex for additional interests in certain Appalachia Midstream Investments and cash. (See
Note 5 – Investing Activities
).
|
(12)
|
Relates to Williams Partners’ previously held interest in DBJV and currently held equity-method investment in 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 equity-method investments, along with lower natural gas prices for Laurel Mountain. We estimated the fair value of these equity-method 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 the estimated cost of capital, revised estimates of expected future cash flows, and risks associated with the underlying businesses.
|
(13)
|
Relates to Williams Partners’ previously held interest in DBJV, as well as equity-method investments in certain of the Appalachia Midstream Investments, UEOM, and Laurel Mountain, all of which are currently held. We estimated the fair value of these equity-method 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
10.8 percent
to
14.4 percent
and reflected further fourth-quarter 2015 increases in the estimated cost of capital, revised estimates of expected future cash flows, and risks associated with the underlying businesses.
|
(14)
|
Relates to Williams Partners’ previously held interest in DBJV and certain of the Appalachia Midstream Investments currently held. The historical carrying value of these equity-method investments was initially recorded based on estimated fair value during the third quarter of 2014 in conjunction with the acquisition of ACMP. We estimated the fair value of these equity-method 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 were
11.8 percent
and
8.8 percent
for DBJV and certain of the Appalachia Midstream Investments, respectively, and reflected an estimated cost of capital as impacted by market conditions, and risks associated with the underlying businesses.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
NGLs, natural gas, and related products and services
|
$
|
760
|
|
|
$
|
736
|
|
Transportation of natural gas and related products
|
212
|
|
|
187
|
|
||
Other
|
4
|
|
|
15
|
|
||
Total
|
$
|
976
|
|
|
$
|
938
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Former agricultural fertilizer and chemical operations and former retail petroleum and refining operations;
|
•
|
Former petroleum products and natural gas pipelines;
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Former petroleum refining facilities;
|
•
|
Former exploration and production and mining operations;
|
•
|
Former electricity and natural gas marketing and trading operations.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
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.
|
|
|
|
United States
|
|
Canada
|
|
Total
|
||||||
|
|
|
(Millions)
|
||||||||||
Revenues from external customers:
|
|
|
|
|
|
|
|||||||
|
2017
|
|
$
|
8,030
|
|
|
$
|
1
|
|
|
$
|
8,031
|
|
|
2016
|
|
7,425
|
|
|
74
|
|
|
7,499
|
|
|||
|
2015
|
|
7,247
|
|
|
113
|
|
|
7,360
|
|
|||
|
|
|
|
|
|
|
|
||||||
Long-lived assets:
|
|
|
|
|
|
|
|||||||
|
2017
|
|
$
|
37,002
|
|
|
$
|
—
|
|
|
$
|
37,002
|
|
|
2016
|
|
38,091
|
|
|
—
|
|
|
38,091
|
|
|||
|
2015
|
|
38,016
|
|
|
1,580
|
|
|
39,596
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Williams
Partners
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
2017
|
|||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
External
|
$
|
5,291
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
5,312
|
|
Internal
|
1
|
|
|
11
|
|
|
(12
|
)
|
|
—
|
|
||||
Total service revenues
|
5,292
|
|
|
32
|
|
|
(12
|
)
|
|
5,312
|
|
||||
Product sales
|
|
|
|
|
|
|
|
||||||||
External
|
2,718
|
|
|
1
|
|
|
—
|
|
|
2,719
|
|
||||
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total product sales
|
2,718
|
|
|
1
|
|
|
—
|
|
|
2,719
|
|
||||
Total revenues
|
$
|
8,010
|
|
|
$
|
33
|
|
|
$
|
(12
|
)
|
|
$
|
8,031
|
|
|
|
|
|
|
|
|
|
||||||||
Other financial information:
|
|
|
|
|
|
|
|
||||||||
Additions to long-lived assets
|
$
|
2,792
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
2,814
|
|
Proportional Modified EBITDA of equity-method investments
|
795
|
|
|
—
|
|
|
—
|
|
|
795
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2016
|
|||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
External
|
$
|
5,140
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
5,171
|
|
Internal
|
33
|
|
|
19
|
|
|
(52
|
)
|
|
—
|
|
||||
Total service revenues
|
5,173
|
|
|
50
|
|
|
(52
|
)
|
|
5,171
|
|
||||
Product sales
|
|
|
|
|
|
|
|
||||||||
External
|
2,318
|
|
|
10
|
|
|
—
|
|
|
2,328
|
|
||||
Internal
|
—
|
|
|
16
|
|
|
(16
|
)
|
|
—
|
|
||||
Total product sales
|
2,318
|
|
|
26
|
|
|
(16
|
)
|
|
2,328
|
|
||||
Total revenues
|
$
|
7,491
|
|
|
$
|
76
|
|
|
$
|
(68
|
)
|
|
$
|
7,499
|
|
|
|
|
|
|
|
|
|
||||||||
Other financial information:
|
|
|
|
|
|
|
|
||||||||
Additions to long-lived assets
|
$
|
2,102
|
|
|
$
|
44
|
|
|
$
|
(1
|
)
|
|
$
|
2,145
|
|
Proportional Modified EBITDA of equity-method investments
|
754
|
|
|
—
|
|
|
—
|
|
|
754
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Segment revenues:
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
External
|
$
|
5,134
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
5,164
|
|
Internal
|
1
|
|
|
91
|
|
|
(92
|
)
|
|
—
|
|
||||
Total service revenues
|
5,135
|
|
|
121
|
|
|
(92
|
)
|
|
5,164
|
|
||||
Product sales
|
|
|
|
|
|
|
|
||||||||
External
|
2,196
|
|
|
—
|
|
|
—
|
|
|
2,196
|
|
||||
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total product sales
|
2,196
|
|
|
—
|
|
|
—
|
|
|
2,196
|
|
||||
Total revenues
|
$
|
7,331
|
|
|
$
|
121
|
|
|
$
|
(92
|
)
|
|
$
|
7,360
|
|
|
|
|
|
|
|
|
|
||||||||
Other financial information:
|
|
|
|
|
|
|
|
||||||||
Additions to long-lived assets
|
$
|
2,960
|
|
|
$
|
388
|
|
|
$
|
(12
|
)
|
|
$
|
3,336
|
|
Proportional Modified EBITDA of equity-method investments
|
699
|
|
|
—
|
|
|
—
|
|
|
699
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Years Ended December 31,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||
|
|
|
|
|
(Millions)
|
||||||||||||
Modified EBITDA by segment:
|
|
|
|
|
|
||||||||||||
Williams Partners
|
$
|
3,616
|
|
|
$
|
3,864
|
|
|
$
|
4,003
|
|
||||||
Other
|
(150
|
)
|
|
(542
|
)
|
|
(112
|
)
|
|||||||||
|
3,466
|
|
|
3,322
|
|
|
3,891
|
|
|||||||||
Accretion expense associated with asset retirement obligations for nonregulated operations
|
(33
|
)
|
|
(31
|
)
|
|
(28
|
)
|
|||||||||
Depreciation and amortization expenses
|
(1,736
|
)
|
|
(1,763
|
)
|
|
(1,738
|
)
|
|||||||||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
(1,098
|
)
|
|||||||||
Equity earnings (losses)
|
434
|
|
|
397
|
|
|
335
|
|
|||||||||
Impairment of equity-method investments
|
—
|
|
|
(430
|
)
|
|
(1,359
|
)
|
|||||||||
Other investing income (loss) – net
|
282
|
|
|
63
|
|
|
27
|
|
|||||||||
Proportional Modified EBITDA of equity-method investments
|
(795
|
)
|
|
(754
|
)
|
|
(699
|
)
|
|||||||||
Interest expense
|
(1,083
|
)
|
|
(1,179
|
)
|
|
(1,044
|
)
|
|||||||||
(Provision) benefit for income taxes
|
1,974
|
|
|
25
|
|
|
399
|
|
|||||||||
Net income (loss)
|
$
|
2,509
|
|
|
$
|
(350
|
)
|
|
$
|
(1,314
|
)
|
|
|
Total Assets
|
|
Equity-Method Investments
|
||||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
|
|
(Millions)
|
||||||||||||||
Williams Partners
|
|
$
|
45,903
|
|
|
$
|
46,265
|
|
|
$
|
6,552
|
|
|
$
|
6,701
|
|
Other
|
|
589
|
|
|
685
|
|
|
—
|
|
|
—
|
|
||||
Eliminations
|
|
(140
|
)
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
46,352
|
|
|
$
|
46,835
|
|
|
$
|
6,552
|
|
|
$
|
6,701
|
|
The Williams Companies Inc.
|
||
Quarterly Financial Data
|
||
(Unaudited)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(Millions, except per-share amounts)
|
||||||||||||||
2017
|
|
||||||||||||||
Revenues
|
$
|
1,988
|
|
|
$
|
1,924
|
|
|
$
|
1,891
|
|
|
$
|
2,228
|
|
Product costs
|
579
|
|
|
537
|
|
|
504
|
|
|
680
|
|
||||
Net income (loss)
|
569
|
|
|
193
|
|
|
125
|
|
|
1,622
|
|
||||
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
373
|
|
|
81
|
|
|
33
|
|
|
1,687
|
|
||||
Basic earnings (loss) per common share
|
.45
|
|
|
.10
|
|
|
.04
|
|
|
2.04
|
|
||||
Diluted earnings (loss) per common share
|
.45
|
|
|
.10
|
|
|
.04
|
|
|
2.03
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
1,660
|
|
|
$
|
1,736
|
|
|
$
|
1,905
|
|
|
$
|
2,198
|
|
Product costs
|
318
|
|
|
401
|
|
|
461
|
|
|
545
|
|
||||
Net income (loss)
|
(13
|
)
|
|
(505
|
)
|
|
131
|
|
|
37
|
|
||||
Amounts attributable to The Williams Companies, Inc.:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
(65
|
)
|
|
(405
|
)
|
|
61
|
|
|
(15
|
)
|
||||
Basic and diluted earnings (loss) per common share
|
(.09
|
)
|
|
(.54
|
)
|
|
.08
|
|
|
(.02
|
)
|
•
|
$1.923 billion benefit for income taxes resulting from Tax Reform rate change (see
Note 7 – Provision (Benefit) for Income Taxes
of Notes to Consolidated Financial Statements);
|
•
|
$674 million of regulatory charges resulting from Tax Reform and $102 million of charges associated with regulatory asset-related deferred taxes on equity funds used during construction due to Tax Reform (see
Note 6 – Other Income and Expenses
).
|
•
|
$1.095 billion gain on the sale of Williams Olefins, L.L.C., a wholly owned subsidiary which owned our interest in the Geismar, Louisiana, olefins plant (Geismar Interest) (see
Note 2 – Acquisitions and Divestitures
);
|
•
|
$1.210 billion impairment on certain assets (see
Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk
).
|
The Williams Companies Inc.
|
||
Quarterly Financial Data – (Continued)
|
||
(Unaudited)
|
•
|
$173 million of income associated with the amortization of deferred income related to the restructuring of certain gas gathering contracts in the Barnett Shale and Mid-Continent regions and $58 million of related minimum volume commitment fees (see
Note 6 – Other Income and Expenses
);
|
•
|
$318 million impairment loss on certain equity-method investments (see
Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk
).
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions, except per-share amounts)
|
||||||||||
Equity in earnings of consolidated subsidiaries
|
$
|
898
|
|
|
$
|
522
|
|
|
$
|
232
|
|
Interest incurred — external
|
(261
|
)
|
|
(268
|
)
|
|
(255
|
)
|
|||
Interest incurred — affiliate
|
(413
|
)
|
|
(568
|
)
|
|
(828
|
)
|
|||
Interest income — affiliate
|
—
|
|
|
—
|
|
|
6
|
|
|||
Other income (expense) — net
|
(23
|
)
|
|
(53
|
)
|
|
(75
|
)
|
|||
Income (loss) before income taxes
|
201
|
|
|
(367
|
)
|
|
(920
|
)
|
|||
Provision (benefit) for income taxes
|
(1,973
|
)
|
|
57
|
|
|
(349
|
)
|
|||
Net income (loss)
|
$
|
2,174
|
|
|
$
|
(424
|
)
|
|
$
|
(571
|
)
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
2.63
|
|
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
Weighted-average shares (thousands)
|
826,177
|
|
|
750,673
|
|
|
749,271
|
|
|||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
2.62
|
|
|
$
|
(.57
|
)
|
|
$
|
(.76
|
)
|
Weighted-average shares (thousands)
|
828,518
|
|
|
750,673
|
|
|
749,271
|
|
|||
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Equity in other comprehensive income (loss) of consolidated subsidiaries
|
$
|
(2
|
)
|
|
$
|
171
|
|
|
$
|
(204
|
)
|
Other comprehensive income (loss) attributable to The Williams Companies, Inc.
|
102
|
|
|
1
|
|
|
33
|
|
|||
Other comprehensive income (loss)
|
100
|
|
|
172
|
|
|
(171
|
)
|
|||
Less: Other comprehensive income (loss) attributable to noncontrolling interests
|
(1
|
)
|
|
69
|
|
|
(70
|
)
|
|||
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
$
|
2,275
|
|
|
$
|
(321
|
)
|
|
$
|
(672
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Millions)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14
|
|
|
$
|
14
|
|
Other current assets and deferred charges
|
10
|
|
|
16
|
|
||
Total current assets
|
24
|
|
|
30
|
|
||
Investments in and advances to consolidated subsidiaries
|
25,268
|
|
|
22,359
|
|
||
Property, plant, and equipment — net
|
77
|
|
|
77
|
|
||
Other noncurrent assets
|
6
|
|
|
8
|
|
||
Total assets
|
$
|
25,375
|
|
|
$
|
22,474
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
20
|
|
|
$
|
27
|
|
Other current liabilities
|
187
|
|
|
169
|
|
||
Total current liabilities
|
207
|
|
|
196
|
|
||
Long-term debt
|
4,438
|
|
|
4,939
|
|
||
Notes payable — affiliates
|
7,763
|
|
|
8,171
|
|
||
Pension, other postretirement, and other noncurrent liabilities
|
164
|
|
|
287
|
|
||
Deferred income tax liabilities
|
3,147
|
|
|
4,238
|
|
||
Contingent liabilities and commitments
|
|
|
|
||||
Equity:
|
|
|
|
||||
Common stock
|
861
|
|
|
785
|
|
||
Other stockholders’ equity
|
8,795
|
|
|
3,858
|
|
||
Total stockholders’ equity
|
9,656
|
|
|
4,643
|
|
||
Total liabilities and stockholders’ equity
|
$
|
25,375
|
|
|
$
|
22,474
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(Millions)
|
||||||||||
NET CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES
|
$
|
(648
|
)
|
|
$
|
(827
|
)
|
|
$
|
(1,181
|
)
|
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
1,635
|
|
|
2,280
|
|
|
2,097
|
|
|||
Payments of long-term debt
|
(2,140
|
)
|
|
(2,155
|
)
|
|
(1,817
|
)
|
|||
Changes in notes payable to affiliates
|
(408
|
)
|
|
9
|
|
|
2,211
|
|
|||
Proceeds from issuance of common stock
|
2,131
|
|
|
9
|
|
|
27
|
|
|||
Dividends paid
|
(992
|
)
|
|
(1,261
|
)
|
|
(1,836
|
)
|
|||
Other — net
|
(9
|
)
|
|
(6
|
)
|
|
(30
|
)
|
|||
Net cash provided (used) by financing activities
|
217
|
|
|
(1,124
|
)
|
|
652
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Capital expenditures
|
(22
|
)
|
|
(13
|
)
|
|
(29
|
)
|
|||
Changes in investments in and advances to consolidated subsidiaries
|
453
|
|
|
1,966
|
|
|
521
|
|
|||
Net cash provided (used) by investing activities
|
431
|
|
|
1,953
|
|
|
492
|
|
|||
Increase (decrease) in cash and cash equivalents
|
—
|
|
|
2
|
|
|
(37
|
)
|
|||
Cash and cash equivalents at beginning of year
|
14
|
|
|
12
|
|
|
49
|
|
|||
Cash and cash equivalents at end of year
|
$
|
14
|
|
|
$
|
14
|
|
|
$
|
12
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
Beginning
Balance
|
|
Charged
(Credited)
To Costs and
Expenses
|
|
Other
|
|
Deductions
|
|
Ending
Balance
|
||||||||||
|
(Millions)
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred tax asset valuation allowance (1)
|
$
|
334
|
|
|
$
|
(110
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
224
|
|
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred tax asset valuation allowance (1)
|
190
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
334
|
|
|||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred tax asset valuation allowance (1)
|
206
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
190
|
|
|
Page
|
Covered by report of independent auditors:
|
|
Schedule for each year in the three-year period ended December 31, 2017:
|
|
Not covered by report of independent auditors:
|
|
Exhibit
No. |
|
Description
|
|
|
|
2.1+
|
__
|
|
|
|
|
2.2
|
—
|
|
|
|
|
2.3+
|
—
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
2.4
|
—
|
|
|
|
|
2.5
|
—
|
|
|
|
|
2.6+
|
—
|
|
|
|
|
2.7
|
__
|
|
|
|
|
3.1
|
—
|
|
|
|
|
3.2
|
—
|
|
|
|
|
4.1
|
—
|
|
|
|
|
4.2
|
—
|
|
|
|
|
4.3
|
—
|
|
|
|
|
4.4
|
—
|
|
|
|
|
4.5
|
—
|
|
|
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.6
|
—
|
|
|
|
|
4.7
|
—
|
|
|
|
|
4.8
|
—
|
|
|
|
|
4.9
|
—
|
|
|
|
|
4.10
|
—
|
|
|
|
|
4.11
|
—
|
|
|
|
|
4.12
|
—
|
|
|
|
|
4.13
|
—
|
|
|
|
|
4.14
|
—
|
|
|
|
|
4.15
|
—
|
|
|
|
|
4.16
|
—
|
|
|
|
|
4.17
|
—
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.18
|
—
|
|
|
|
|
4.19
|
—
|
|
|
|
|
4.20
|
—
|
|
|
|
|
4.21
|
—
|
|
|
|
|
4.22
|
—
|
|
|
|
|
4.23
|
—
|
|
|
|
|
4.24
|
—
|
|
|
|
|
4.25
|
—
|
|
|
|
|
4.26
|
—
|
|
|
|
|
4.27
|
__
|
|
|
|
|
4.28
|
—
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.29
|
—
|
|
|
|
|
4.30
|
—
|
|
|
|
|
4.31
|
—
|
|
|
|
|
4.32
|
__
|
|
|
|
|
4.33
|
—
|
|
|
|
|
4.34
|
—
|
|
|
|
|
4.35
|
—
|
|
|
|
|
4.36
|
—
|
|
|
|
|
4.37
|
—
|
|
|
|
|
10.1*§
|
—
|
|
|
|
|
10.2§
|
—
|
|
|
|
|
10.3§
|
—
|
|
|
|
|
10.4§
|
—
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.5§
|
—
|
|
|
|
|
10.6§
|
—
|
|
|
|
|
10.7§
|
—
|
|
|
|
|
10.8§
|
—
|
|
|
|
|
10.9§
|
—
|
|
|
|
|
10.10§
|
—
|
|
|
|
|
10.11§
|
—
|
|
|
|
|
10.12§
|
—
|
|
|
|
|
10.13§
|
—
|
|
|
|
|
10.14§
|
—
|
|
|
|
|
10.15§
|
—
|
|
|
|
|
10.16§
|
—
|
|
|
|
|
10.17§
|
—
|
|
|
|
|
10.18§
|
—
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.19§
|
—
|
|
|
|
|
10.20§
|
—
|
|
|
|
|
10.21§
|
—
|
|
|
|
|
10.22§
|
—
|
|
|
|
|
10.23§
|
__
|
|
|
|
|
10.24§
|
—
|
|
|
|
|
10.25§
|
—
|
|
|
|
|
10.26§
|
—
|
|
|
|
|
10.27§
|
—
|
|
|
|
|
10.28§
|
—
|
|
|
|
|
10.29§
|
—
|
|
|
|
|
10.30§
|
—
|
|
|
|
|
10.31§
|
—
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.32
|
—
|
|
|
|
|
10.33
|
—
|
|
|
|
|
10.34§
|
—
|
|
|
|
|
10.35§
|
—
|
|
|
|
|
10.36
|
—
|
|
|
|
|
10.37
|
—
|
|
|
|
|
10.38
|
__
|
|
|
|
|
10.39
|
—
|
|
|
|
|
10.40
|
—
|
|
|
|
|
10.41
|
__
|
|
|
|
|
10.42
|
—
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.43
|
—
|
|
|
|
|
10.44
|
—
|
|
|
|
|
10.45
|
__
|
|
|
|
|
12*
|
—
|
|
|
|
|
14
|
—
|
|
|
|
|
21*
|
—
|
|
|
|
|
23.1*
|
—
|
|
|
|
|
23.2*
|
|
|
|
|
|
23.3*
|
—
|
|
|
|
|
31.1*
|
—
|
|
|
|
|
31.2*
|
—
|
|
|
|
|
32**
|
—
|
|
|
|
|
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.
|
______________
|
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
§
|
Management contract or compensatory plan or arrangement
|
+
|
Pursuant to item 601(6)(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)
|
||
|
|
|
By:
|
|
/s/ TED T. TIMMERMANS
|
|
|
Ted T. Timmermans
Vice President, Controller and
Chief Accounting Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ ALAN S. ARMSTRONG
|
|
President, Chief Executive Officer and Director
|
|
February 22, 2018
|
Alan S. Armstrong
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ JOHN D. CHANDLER
|
|
Senior Vice President and Chief Financial Officer
|
|
February 22, 2018
|
John D. Chandler
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ TED T. TIMMERMANS
|
|
Vice President, Controller and Chief Accounting Officer
|
|
February 22, 2018
|
Ted T. Timmermans
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ STEPHEN W. BERGSTROM
|
|
Chairman of the Board
|
|
February 22, 2018
|
Stephen W. Bergstrom
|
|
|
|
|
|
|
|
|
|
/s/ STEPHEN I. CHAZEN
|
|
Director
|
|
February 22, 2018
|
Stephen I. Chazen
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES I. COGUT
|
|
Director
|
|
February 22, 2018
|
Charles I. Cogut
|
|
|
|
|
|
|
|
|
|
/s/ KATHLEEN B. COOPER
|
|
Director
|
|
February 22, 2018
|
Kathleen B. Cooper
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL A. CREEL
|
|
Director
|
|
February 22, 2018
|
Michael A. Creel
|
|
|
|
|
|
|
|
|
|
/s/ PETER A. RAGAUSS
|
|
Director
|
|
February 22, 2018
|
Peter A. Ragauss
|
|
|
|
|
|
|
|
|
|
/s/ SCOTT D. SHEFFIELD
|
|
Director
|
|
February 22, 2018
|
Scott D. Sheffield
|
|
|
|
|
|
|
|
|
|
/s/ MURRAY D. SMITH
|
|
Director
|
|
February 22, 2018
|
Murray D. Smith
|
|
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ WILLIAM H. SPENCE
|
|
Director
|
|
February 22, 2018
|
William H. Spence
|
|
|
|
|
|
|
|
|
|
/s/ JANICE D. STONEY
|
|
Director
|
|
February 22, 2018
|
Janice D. Stoney
|
|
|
|
|
7.8
|
Procedure for Adoption
13
|
Age* on Credit Date
|
Credit Rate On
Supplemental Retirement
Compensation
|
|
Credit Rate On
Supplemental Retirement Compensation
Above Wage Base**
|
|
Credit Rate For
Past Service***
On All Supplemental Retirement
Compensation
|
Prior to 29
|
4.50%
|
+
|
1.00%
|
+
|
0.30% x Past Service
|
29
|
4.50%
|
+
|
See **** below
|
+
|
0.30% x Past Service
|
30 through 39
|
6.00%
|
+
|
2.00%
|
+
|
0.30% x Past Service
|
40 through 49
|
8.00%
|
+
|
3.00%
|
+
|
0.30% x Past Service
|
50 and older
|
10.00%
|
+
|
5.00%
|
+
|
0.30% x Past Service
|
Age* on Credit Date
|
Credit Rate On
Supplemental Retirement
Compensation
|
|
Credit Rate
On Supplemental Retirement Compensation
Above Wage Base**
|
Prior to 29
|
4.50%
|
+
|
1.00%
|
29
|
4.50%
|
+
|
See **** below
|
30 through 39
|
6.00%
|
+
|
2.00%
|
40 through 49
|
8.00%
|
+
|
3.00%
|
50 and older
|
10.00%
|
+
|
5.00%
|
Aggregate of Attained Age and Credited Benefit Service as of March 31, 1998
|
Multiplier Percentage for Attained Age at Benefit Starting Date
|
|||
55 - 62
|
63
|
64
|
65
|
|
55 - 64
|
115%
|
115%
|
108%
|
100%
|
65 - 69
|
120%
|
120%
|
108%
|
100%
|
70 and over
|
125%
|
122%
|
108%
|
100%
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
(Millions)
|
||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations before income taxes (2)
|
|
$
|
535
|
|
|
$
|
(375
|
)
|
|
$
|
(1,713
|
)
|
|
$
|
3,584
|
|
|
$
|
1,080
|
|
Less: Equity earnings
|
|
(434
|
)
|
|
(397
|
)
|
|
(335
|
)
|
|
(144
|
)
|
|
(134
|
)
|
|||||
Income (loss) from continuing operations before income taxes and equity earnings (2)
|
|
101
|
|
|
(772
|
)
|
|
(2,048
|
)
|
|
3,440
|
|
|
946
|
|
|||||
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest incurred (1)
|
|
1,116
|
|
|
1,217
|
|
|
1,118
|
|
|
888
|
|
|
611
|
|
|||||
Rental expense representative of interest factor
|
|
11
|
|
|
11
|
|
|
10
|
|
|
9
|
|
|
11
|
|
|||||
Total fixed charges
|
|
1,127
|
|
|
1,228
|
|
|
1,128
|
|
|
897
|
|
|
622
|
|
|||||
Distributed income of equity-method investees
|
|
780
|
|
|
739
|
|
|
617
|
|
|
409
|
|
|
245
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest capitalized
|
|
(33
|
)
|
|
(38
|
)
|
|
(74
|
)
|
|
(141
|
)
|
|
(101
|
)
|
|||||
Total earnings as adjusted (2)
|
|
$
|
1,975
|
|
|
$
|
1,157
|
|
|
$
|
(377
|
)
|
|
$
|
4,605
|
|
|
$
|
1,712
|
|
Fixed charges
|
|
$
|
1,127
|
|
|
$
|
1,228
|
|
|
$
|
1,128
|
|
|
$
|
897
|
|
|
$
|
622
|
|
Ratio of earnings to fixed charges
|
|
1.75
|
|
|
0.94
|
|
|
*
|
|
|
5.13
|
|
|
2.75
|
|
|
(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
.
|
(2)
|
Includes a $2.544 billion non-cash gain in 2014 resulting from remeasuring our previous equity-method investment in ACMP to its preliminary acquisition-date fair value due to acquiring control of ACMP on July 1, 2014.
|
|
Exhibit 21
|
|
|
ENTITY
|
JURISDICTION
|
|
|
ACMP Finance Corp.
|
Delaware
|
Alliance Canada Marketing L.P.
|
Alberta
|
Alliance Canada Marketing LTD
|
Alberta
|
Appalachia Midstream Services, L.L.C.
|
Oklahoma
|
Aux Sable Liquid Products Inc.
|
Delaware
|
Aux Sable Liquid Products LP
|
Delaware
|
Aux Sable Midstream LLC
|
Delaware
|
Bargath LLC
|
Delaware
|
Baton Rouge Fractionators LLC
|
Delaware
|
Baton Rouge Pipeline LLC
|
Delaware
|
Black Marlin Pipeline LLC
|
Texas
|
Blue Racer Midstream, LLC
|
Delaware
|
Bluestem Gas Services, L.L.C.
|
Oklahoma
|
Caiman Energy II, LLC
|
Delaware
|
Caiman Ohio Midstream, LLC
|
Texas
|
Carbon County UCG, Inc.
|
Delaware
|
Carbonate Trend Pipeline LLC
|
Delaware
|
Cardinal Gas Services, L.L.C.
|
Delaware
|
Cardinal Operating Company, LLC
|
Delaware
|
Cardinal Pipeline Company, LLC
|
North Carolina
|
Constitution Pipeline Company LLC
|
Delaware
|
Discovery Gas Transmission LLC
|
Delaware
|
Discovery Producer Services LLC
|
Delaware
|
DMP New York, Inc.
|
New York
|
Gulfstar One LLC
|
Delaware
|
Gulfstream Management & Operating Services, L.L.C.
|
Delaware
|
Gulfstream Natural Gas System, L.L.C.
|
Delaware
|
HB Construction Company Ltd.
|
Alberta
|
HI-BOL Pipeline LLC
|
Delaware
|
Inland Ports, Inc.
|
Tennessee
|
Jackalope Gas Gathering Services, L.L.C.
|
Oklahoma
|
Laurel Mountain Midstream Operating LLC
|
Delaware
|
Laurel Mountain Midstream, LLC
|
Delaware
|
Louisiana Midstream Gas Services, L.L.C.
|
Oklahoma
|
Magnolia Midstream Gas Services, L.L.C.
|
Oklahoma
|
Marsh Resources, LLC
|
Delaware
|
Mid-Continent Fractionation and Storage, LLC
|
Delaware
|
Mockingbird Midstream Gas Services, L.L.C.
|
Oklahoma
|
Northwest Pipeline LLC
|
Delaware
|
Oklahoma Midstream Gas Services, L.L.C.
|
Oklahoma
|
Overland Pass Pipeline Company LLC
|
Delaware
|
Pacific Connector Gas Pipeline, LLC
|
Delaware
|
Pacific Connector Gas Pipeline, LP
|
Delaware
|
Parachute Pipeline LLC
|
Delaware
|
Pecan Hill Water Solutions
|
Delaware
|
|
Exhibit 21
|
|
|
ENTITY
|
JURISDICTION
|
|
|
Pennant Midstream LLC
|
Delaware
|
Pine Needle LNG Company, LLC
|
North Carolina
|
Pine Needle Operating Company, LLC
|
Delaware
|
Ponder Midstream Gas Services, L.L.C.
|
Delaware
|
Reserveco Inc.
|
Delaware
|
SCMS LLC
|
Delaware
|
Texas Midstream Gas Services, L.L.C.
|
Oklahoma
|
The Williams Companies Foundation, Inc.
|
Oklahoma
|
The Williams Companies, International Holdings B.V.
|
Dutch BV
|
Three Rivers Midstream LLC
|
Delaware
|
TransCardinal Company, LLC
|
Delaware
|
TransCarolina LNG Company, LLC
|
Delaware
|
Transco Exploration Company
|
Delaware
|
Transcontinental Gas Pipe Line Company, LLC
|
Delaware
|
TWC Holdings C.V.
|
Netherlands
|
Utica East Ohio Midstream, L.L.C.
|
Delaware
|
Utica Gas Services, L.L.C.
|
Oklahoma
|
Wamsutter LLC
|
Delaware
|
WFS - Liquids LLC
|
Delaware
|
WFS - Pipeline LLC
|
Delaware
|
WFS Enterprises LLC
|
Delaware
|
WFS Gathering Company, L.L.C.
|
Delaware
|
Williams ACM Holdings ULC
|
British Columbia
|
Williams Acquisition Holding Company LLC
|
New Jersey
|
Williams Alaska Petroleum, Inc.
|
Alaska
|
Williams Bayou Ethane Pipeline, LLC
|
Delaware
|
Williams Blu Operating LLC
|
Delaware
|
Williams Compression, L.L.C.
|
Oklahoma
|
Williams CV Holdings LLC
|
Delaware
|
Williams Energy Canada GP ULC
|
Alberta
|
Williams Energy Canada LP
|
Alberta
|
Williams Energy de Mexico, S. de. R.L. de C.V.
|
Mexico
|
Williams Energy Resources LLC
|
Delaware
|
Williams Energy Solutions LLC
|
Delaware
|
Williams Express LLC
|
Delaware
|
Williams Express, Inc.
|
Alaska
|
Williams Field Services - Gulf Coast Company, L.P.
|
Delaware
|
Williams Field Services Company, LLC
|
Delaware
|
Williams Field Services Group, LLC
|
Delaware
|
Williams Flexible Generation, LLC
|
Delaware
|
Williams Four Corners LLC
|
Delaware
|
Williams Gas Pipeline Company, LLC
|
Delaware
|
Williams Gas Processing - Gulf Coast Company, L.P.
|
Delaware
|
Williams Global Energy (Cayman) Limited
|
Cayman Islands
|
Williams Global Holdings LLC
|
Delaware
|
|
Exhibit 21
|
|
|
ENTITY
|
JURISDICTION
|
|
|
Williams Gulf Coast Gathering Company, LLC
|
Delaware
|
Williams Gulf Coast Transportation Company LLC
|
Delaware
|
Williams Headquarters Building LLC
|
Delaware
|
Williams Holdings and Manufacturing LLC
|
Delaware
|
Williams Hutch Rail Company, LLC
|
Delaware
|
Williams Information Technology LLC
|
Delaware
|
Williams International Company LLC
|
Delaware
|
Williams International El Furrial Limited
|
Cayman Islands
|
Williams International Pigap Limited
|
Cayman Islands
|
Williams International Services Company
|
Nevada
|
Williams International Venezuela Limited
|
Cayman Islands
|
Williams Laurel Mountain, LLC
|
Delaware
|
Williams Mexico Holdings B.V.
|
Netherlands
|
Williams Mexico Sub-Holdings B.V.
|
Netherlands
|
Williams Midstream Gas Services, L.L.C.
|
Oklahoma
|
Williams MLP Operating, L.L.C.
|
Delaware
|
Williams Mobile Bay Producer Services, L.L.C.
|
Delaware
|
Williams New Soda, Inc.
|
Delaware
|
Williams Ohio Valley Midstream LLC
|
Texas
|
Williams Ohio Valley Pipeline LLC
|
Delaware
|
Williams Oil Gathering, L.L.C.
|
Delaware
|
Williams Olefins Feedstock Pipelines, L.L.C.
|
Delaware
|
Williams Olefins Pipeline Holdco LLC
|
Delaware
|
Williams Pacific Connector Gas Operator, LLC
|
Delaware
|
Williams Partners Cooperatief U.A.
|
Netherlands
|
Williams Partners Finance Corporation
|
Delaware
|
Williams Partners International Holdings LLC
|
Delaware
|
Williams Partners International Sub-Holdings LLC
|
Delaware
|
Williams Partners L.P.
|
Delaware
|
Williams Partners Operating LLC
|
Delaware
|
Williams PERK, LLC
|
Delaware
|
Williams Permian Midstream, L.L.C.
|
Oklahoma
|
Williams Petroleum Services, LLC
|
Delaware
|
Williams Pipeline Services LLC
|
Delaware
|
Williams Propylene Company LLC
|
Delaware
|
Williams Purity Pipelines, LLC
|
Delaware
|
Williams Resource Center, L.L.C.
|
Delaware
|
Williams Soda Holdings, LLC
|
Delaware
|
Williams Sodium Products Company
|
Delaware
|
Williams Strategic Sourcing Company
|
Delaware
|
Williams WPC - I, LLC
|
Delaware
|
WilPro Energy Services (El Furrial) Limited
|
Cayman Islands
|
WilPro Energy Services (Pigap II) Limited
|
Cayman Islands
|
WPZ GP LLC
|
Delaware
|
(1)
|
Registration Statement (Form S-3 Nos. 333-29185 and 333-204077) of The Williams
|
(2)
|
Registration Statement (Form S-8 No. 333-03957) pertaining to The Williams Companies, Inc. 1996 Stock
Plan for Non-Employee Directors, |
(3)
|
Registration Statement (Form S-8 No. 333-85542) pertaining to The Williams Investment Plus Plan,
|
(4)
|
Registration Statement (Form S-8 No. 333-85546) pertaining to The Williams Companies, Inc. 2002 Incentive
Plan, |
(5)
|
Registration Statement (Form S-8 No. 333-142985) pertaining to The Williams Companies, Inc. 2007 Employee Stock Purchase Plan and The Williams Companies, Inc. 2007 Incentive Plan,
|
(6)
|
Registration Statement (Form S-8 No. 333-167123) pertaining to The Williams Companies, Inc. 2007 Incentive Plan, and
|
(7)
|
Registration Statement (Form S-8 No. 333-198050) pertaining to The Williams Companies, Inc. 2007 Incentive
Plan and The Williams Companies, Inc. 2007 Employee Stock Purchase Plan; |
1.
|
I have reviewed this annual report on Form 10-K of The Williams Companies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(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
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(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)
|
1.
|
I have reviewed this annual report on Form 10-K of The Williams Companies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(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
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(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/ John D. Chandler
|
|
John D. Chandler
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
/s/ Alan S. Armstrong
|
Alan S. Armstrong
|
President and Chief Executive Officer
|
February 22, 2018
|
|
/s/ John D. Chandler
|
John D. Chandler
|
Chief Financial Officer
|
February 22, 2018
|