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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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THE WILLIAMS COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE
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73-0569878
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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ONE WILLIAMS CENTER
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TULSA, OKLAHOMA
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74172-0172
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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(Do not check if a smaller reporting company)
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Class
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Shares Outstanding at April 30, 2018
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Common Stock, $1 par value
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827,610,837
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Page
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•
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Expected levels of cash distributions by Williams Partners L.P. (WPZ) with respect to limited partner interests;
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•
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Levels of dividends to Williams stockholders;
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•
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Future credit ratings of Williams, WPZ, and their affiliates;
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•
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Amounts and nature of future capital expenditures;
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•
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Expansion and growth of our business and operations;
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•
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Expected in-service dates for capital projects;
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•
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Financial condition and liquidity;
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•
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Business strategy;
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•
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Cash flow from operations or results of operations;
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•
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Seasonality of certain business components;
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•
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Natural gas and natural gas liquids prices, supply, and demand;
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•
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Demand for our services.
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•
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Whether WPZ will produce sufficient cash flows to provide expected levels of cash distributions;
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•
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Whether we are able to pay current and expected levels of dividends;
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•
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Whether WPZ elects to pay expected levels of cash distributions and we elect to pay expected levels of dividends;
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•
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Whether we will be able to effectively execute our financing plan;
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•
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Availability of supplies, including lower than anticipated volumes from third parties served by our business, and market demand;
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•
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Volatility of pricing including the effect of lower than anticipated energy commodity prices and margins;
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•
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Inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers);
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•
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The strength and financial resources of our competitors and the effects of competition;
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•
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Whether we are able to successfully identify, evaluate and timely execute our capital projects and other investment opportunities in accordance with our forecasted capital expenditures budget;
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•
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Our ability to successfully expand our facilities and operations;
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•
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Development and rate of adoption of alternative energy sources;
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•
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The impact of operational and developmental hazards, unforeseen interruptions, and the availability of adequate insurance coverage;
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•
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The impact of existing and future laws (including, but not limited to, the Tax Cuts and Job Acts of 2017), regulations (including, but not limited to, the FERC’s “
Revised Policy Statement on Treatment of Income Taxes
” in Docket No. PL17-1-000), the regulatory environment, environmental liabilities, and litigation, as well as our ability to obtain necessary permits and approvals, and achieve favorable rate proceeding outcomes;
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•
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Our costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;
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•
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Changes in maintenance and construction costs;
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•
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Changes in the current geopolitical situation;
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•
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Our exposure to the credit risk of our customers and counterparties;
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•
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Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally recognized credit rating agencies, and the availability and cost of capital;
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•
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The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;
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•
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Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;
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•
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Acts of terrorism, including cybersecurity threats, and related disruptions;
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•
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Additional risks described in our filings with the Securities and Exchange Commission (SEC).
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Three Months Ended
March 31, |
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2018
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2017
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(Millions, except per-share amounts)
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||||||
Revenues:
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Service revenues
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$
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1,351
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$
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1,261
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Service revenues – commodity consideration (Note 2)
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101
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—
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Product sales
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636
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727
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Total revenues
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2,088
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1,988
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Costs and expenses:
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Product costs
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613
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579
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Processing commodity expenses (Note 2)
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35
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—
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Operating and maintenance expenses
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357
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371
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Depreciation and amortization expenses
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431
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442
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Selling, general, and administrative expenses
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132
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161
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Other (income) expense – net
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29
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5
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Total costs and expenses
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1,597
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1,558
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Operating income (loss)
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491
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430
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Equity earnings (losses)
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82
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107
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Other investing income (loss) – net (Note 4)
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4
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272
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Interest incurred
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(282
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)
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(287
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)
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Interest capitalized
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9
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7
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Other income (expense) – net
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21
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77
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Income (loss) before income taxes
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325
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606
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Provision (benefit) for income taxes
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55
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37
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Net income (loss)
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270
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569
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Less: Net income (loss) attributable to noncontrolling interests
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118
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196
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Net income (loss) attributable to The Williams Companies, Inc.
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$
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152
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$
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373
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Amounts attributable to The Williams Companies, Inc.:
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Basic earnings (loss) per common share:
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Net income (loss)
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$
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.18
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$
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.45
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Weighted-average shares (thousands)
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827,509
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824,548
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Diluted earnings (loss) per common share:
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Net income (loss)
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$
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.18
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$
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.45
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Weighted-average shares (thousands)
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830,197
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826,476
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Cash dividends declared per common share
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$
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.34
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$
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.30
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Three Months Ended
March 31, |
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2018
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2017
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(Millions)
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Net income (loss)
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$
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270
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$
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569
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Other comprehensive income (loss):
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Cash flow hedging activities:
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Net unrealized gain (loss) from derivative instruments, net of taxes of $0 in 2018 and ($1) in 2017
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1
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3
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Pension and other postretirement benefits:
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Amortization of prior service cost (credit) included in net periodic benefit cost (credit)
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—
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(1
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)
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Amortization of actuarial (gain) loss included in net periodic benefit cost (credit), net of taxes of ($1) in 2018 and ($3) in 2017
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5
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4
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Other comprehensive income (loss)
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6
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6
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Comprehensive income (loss)
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276
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575
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Less: Comprehensive income (loss) attributable to noncontrolling interests
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119
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197
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Comprehensive income (loss) attributable to The Williams Companies, Inc.
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$
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157
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$
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378
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March 31,
2018 |
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December 31,
2017 |
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(Millions, except per-share amounts)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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1,292
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$
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899
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Trade accounts and other receivables (net of allowance of $10 at March 31, 2018 and $9 at December 31, 2017)
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743
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976
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Inventories
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160
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113
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Other current assets and deferred charges
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204
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191
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Total current assets
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2,399
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2,179
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Investments
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6,513
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6,552
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Property, plant, and equipment
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40,467
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39,513
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Accumulated depreciation and amortization
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(11,620
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)
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(11,302
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)
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Property, plant, and equipment – net
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28,847
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28,211
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Intangible assets – net of accumulated amortization
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8,644
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8,791
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Regulatory assets, deferred charges, and other
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649
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619
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Total assets
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$
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47,052
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$
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46,352
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LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable
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$
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776
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$
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978
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Accrued liabilities
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887
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1,167
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Long-term debt due within one year
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501
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501
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Total current liabilities
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2,164
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2,646
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Long-term debt
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21,379
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20,434
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Deferred income tax liabilities
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3,196
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3,147
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Regulatory liabilities, deferred income, and other
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4,410
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3,950
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Contingent liabilities (Note 12)
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Equity:
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|
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Stockholders’ equity:
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|
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Common stock (960 million shares authorized at $1 par value;
862 million shares issued at March 31, 2018 and 861 million shares issued at December 31, 2017) |
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862
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861
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Capital in excess of par value
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18,533
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18,508
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Retained deficit
|
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(8,587
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)
|
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(8,434
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)
|
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Accumulated other comprehensive income (loss)
|
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(294
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)
|
|
(238
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)
|
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Treasury stock, at cost (35 million shares of common stock)
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(1,041
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)
|
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(1,041
|
)
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Total stockholders’ equity
|
|
9,473
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|
|
9,656
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|
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Noncontrolling interests in consolidated subsidiaries
|
|
6,430
|
|
|
6,519
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|
||
Total equity
|
|
15,903
|
|
|
16,175
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|
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Total liabilities and equity
|
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$
|
47,052
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|
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$
|
46,352
|
|
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The Williams Companies, Inc., Stockholders
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||||||||||||||||||||||||||
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Common
Stock
|
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Capital in
Excess of
Par Value
|
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Retained
Deficit
|
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Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||
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(Millions)
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||||||||||||||||||||||||||||||
Balance – December 31, 2017
|
$
|
861
|
|
|
$
|
18,508
|
|
|
$
|
(8,434
|
)
|
|
$
|
(238
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
9,656
|
|
|
$
|
6,519
|
|
|
$
|
16,175
|
|
Adoption of ASC 606 (Note 1)
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
(37
|
)
|
|
(121
|
)
|
||||||||
Adoption of ASU 2018-02 (Note 1)
|
—
|
|
|
—
|
|
|
61
|
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
152
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|
118
|
|
|
270
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
1
|
|
|
6
|
|
||||||||
Cash dividends – common stock
|
—
|
|
|
—
|
|
|
(281
|
)
|
|
—
|
|
|
—
|
|
|
(281
|
)
|
|
—
|
|
|
(281
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(187
|
)
|
|
(187
|
)
|
||||||||
Stock-based compensation and related common stock issuances, net of tax
|
1
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
22
|
|
||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(9
|
)
|
|
(2
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Net increase (decrease) in equity
|
1
|
|
|
25
|
|
|
(153
|
)
|
|
(56
|
)
|
|
—
|
|
|
(183
|
)
|
|
(89
|
)
|
|
(272
|
)
|
||||||||
Balance – March 31, 2018
|
$
|
862
|
|
|
$
|
18,533
|
|
|
$
|
(8,587
|
)
|
|
$
|
(294
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
9,473
|
|
|
$
|
6,430
|
|
|
$
|
15,903
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
OPERATING ACTIVITIES:
|
|
||||||
Net income (loss)
|
$
|
270
|
|
|
$
|
569
|
|
Adjustments to reconcile to net cash provided (used) by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
431
|
|
|
442
|
|
||
Provision (benefit) for deferred income taxes
|
73
|
|
|
28
|
|
||
Equity (earnings) losses
|
(82
|
)
|
|
(107
|
)
|
||
Distributions from unconsolidated affiliates
|
140
|
|
|
190
|
|
||
Net (gain) loss on disposition of equity-method investments
|
—
|
|
|
(269
|
)
|
||
Amortization of stock-based awards
|
14
|
|
|
21
|
|
||
Cash provided (used) by changes in current assets and liabilities:
|
|
|
|
||||
Accounts and notes receivable
|
238
|
|
|
29
|
|
||
Inventories
|
(40
|
)
|
|
(30
|
)
|
||
Other current assets and deferred charges
|
(4
|
)
|
|
18
|
|
||
Accounts payable
|
(197
|
)
|
|
32
|
|
||
Accrued liabilities
|
(166
|
)
|
|
(133
|
)
|
||
Other, including changes in noncurrent assets and liabilities
|
17
|
|
|
(63
|
)
|
||
Net cash provided (used) by operating activities
|
694
|
|
|
727
|
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from (payments of) commercial paper – net
|
—
|
|
|
(93
|
)
|
||
Proceeds from long-term debt
|
2,048
|
|
|
470
|
|
||
Payments of long-term debt
|
(1,060
|
)
|
|
(2,000
|
)
|
||
Proceeds from issuance of common stock
|
10
|
|
|
2,122
|
|
||
Dividends paid
|
(281
|
)
|
|
(248
|
)
|
||
Dividends and distributions paid to noncontrolling interests
|
(165
|
)
|
|
(242
|
)
|
||
Contributions from noncontrolling interests
|
3
|
|
|
4
|
|
||
Payments for debt issuance costs
|
(18
|
)
|
|
—
|
|
||
Other – net
|
(40
|
)
|
|
(28
|
)
|
||
Net cash provided (used) by financing activities
|
497
|
|
|
(15
|
)
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Property, plant, and equipment:
|
|
|
|
||||
Capital expenditures (1)
|
(957
|
)
|
|
(511
|
)
|
||
Dispositions – net
|
(1
|
)
|
|
(2
|
)
|
||
Contributions in aid of construction
|
190
|
|
|
131
|
|
||
Proceeds from dispositions of equity-method investments
|
—
|
|
|
200
|
|
||
Purchases of and contributions to equity-method investments
|
(21
|
)
|
|
(52
|
)
|
||
Other – net
|
(9
|
)
|
|
(9
|
)
|
||
Net cash provided (used) by investing activities
|
(798
|
)
|
|
(243
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
393
|
|
|
469
|
|
||
Cash and cash equivalents at beginning of year
|
899
|
|
|
170
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,292
|
|
|
$
|
639
|
|
_____________
|
|
|
|
||||
(1) Increases to property, plant, and equipment
|
$
|
(934
|
)
|
|
$
|
(569
|
)
|
Changes in related accounts payable and accrued liabilities
|
(23
|
)
|
|
58
|
|
||
Capital expenditures
|
$
|
(957
|
)
|
|
$
|
(511
|
)
|
•
|
Guaranteed transportation or storage under firm transportation and storage contracts—an integrated package of services typically constituting a single performance obligation, which includes standing ready to provide such services and receiving, transporting or storing (as applicable), and redelivering commodities;
|
•
|
Interruptible transportation and storage under interruptible transportation and storage contracts—an integrated package of services typically constituting a single performance obligation, which includes receiving, transporting or storing (as applicable), and redelivering commodities upon nomination by the customer.
|
|
Northeast
Midstream
|
|
Atlantic-
Gulf Midstream
|
|
West Midstream
|
|
Transco
|
|
Northwest Pipeline
|
|
Other
|
|
Intercompany Eliminations
|
|
Total
|
||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||
Three Months Ended March 31, 2018
|
|
|
|||||||||||||||||||||||||||||
Revenues from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Non-regulated gathering, processing, transportation, and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Monetary consideration
|
$
|
202
|
|
|
$
|
137
|
|
|
$
|
408
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
$
|
729
|
|
Commodity consideration
|
4
|
|
|
15
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
||||||||
Regulated interstate natural gas transportation and storage
|
—
|
|
|
—
|
|
|
—
|
|
|
461
|
|
|
112
|
|
|
—
|
|
|
(1
|
)
|
|
572
|
|
||||||||
Other
|
21
|
|
|
6
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(6
|
)
|
|
40
|
|
||||||||
Total service revenues
|
227
|
|
|
158
|
|
|
501
|
|
|
461
|
|
|
112
|
|
|
8
|
|
|
(25
|
)
|
|
1,442
|
|
||||||||
Product Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
NGL and natural gas
|
98
|
|
|
68
|
|
|
521
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
627
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||||
Total product sales
|
98
|
|
|
68
|
|
|
525
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
631
|
|
||||||||
Total revenues from contracts with customers
|
325
|
|
|
226
|
|
|
1,026
|
|
|
486
|
|
|
112
|
|
|
8
|
|
|
(110
|
)
|
|
2,073
|
|
||||||||
Other revenues (1)
|
5
|
|
|
2
|
|
|
5
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||||
Total revenues
|
$
|
330
|
|
|
$
|
228
|
|
|
$
|
1,031
|
|
|
$
|
489
|
|
|
$
|
112
|
|
|
$
|
8
|
|
|
$
|
(110
|
)
|
|
$
|
2,088
|
|
|
(1)
|
We provide management services to operated joint ventures and other investments for which we receive a management fee that is categorized as
Service revenues
in our Consolidated Statement of Income. These management fees do not constitute revenue from contracts with customers.
Product sales
in our Consolidated Statement of Income include amounts associated with our derivative contracts that are not within the scope of ASC 606.
|
|
2018
|
||
|
(Millions)
|
||
Balance at January 1
|
$
|
4
|
|
Revenue recognized in excess of cash received
|
20
|
|
|
Minimum volume commitments invoiced
|
—
|
|
|
Balance at March 31
|
$
|
24
|
|
|
2018
|
||
|
(Millions)
|
||
Balance at January 1
|
$
|
1,596
|
|
Payments received and deferred
|
92
|
|
|
Recognized in revenue
|
(114
|
)
|
|
Balance at March 31
|
$
|
1,574
|
|
|
March 31, 2018
|
||
|
(Millions)
|
||
Accounts receivable related to revenues from contracts with customers
|
$
|
704
|
|
Other accounts receivable
|
39
|
|
|
Total reflected in
Trade accounts and other receivables
|
$
|
743
|
|
|
As Reported
|
|
Adjustments resulting from adoption of ASC 606
|
|
Balance without adoption of ASC 606
|
||||||
|
(Millions)
|
||||||||||
Consolidated Statement of Income
|
|||||||||||
Three Months Ended March 31, 2018
|
|||||||||||
Service revenues
|
$
|
1,351
|
|
|
$
|
5
|
|
|
$
|
1,356
|
|
Service revenues – commodity consideration
|
101
|
|
|
(101
|
)
|
|
—
|
|
|||
Product sales
|
636
|
|
|
10
|
|
|
646
|
|
|||
Total revenues
|
2,088
|
|
|
(86
|
)
|
|
2,002
|
|
|||
Product costs
|
613
|
|
|
(55
|
)
|
|
558
|
|
|||
Processing commodity expenses
|
35
|
|
|
(35
|
)
|
|
—
|
|
|||
Operating and maintenance expenses
|
357
|
|
|
(1
|
)
|
|
356
|
|
|||
Depreciation and amortization expenses
|
431
|
|
|
1
|
|
|
432
|
|
|||
Total costs and expenses
|
1,597
|
|
|
(90
|
)
|
|
1,507
|
|
|||
Operating income (loss)
|
491
|
|
|
4
|
|
|
495
|
|
|||
Interest incurred
|
(282
|
)
|
|
3
|
|
|
(279
|
)
|
|||
Interest capitalized
|
9
|
|
|
(2
|
)
|
|
7
|
|
|||
Income (loss) before income taxes
|
325
|
|
|
5
|
|
|
330
|
|
|||
Net income (loss)
|
270
|
|
|
5
|
|
|
275
|
|
|||
Less: Net income (loss) attributable to noncontrolling interests
|
118
|
|
|
2
|
|
|
120
|
|
|||
Net income (loss) attributable to The Williams Companies, Inc.
|
152
|
|
|
3
|
|
|
155
|
|
|||
|
|
|
|
|
|
||||||
Consolidated Statement of Comprehensive income
|
|
|
|
|
|
||||||
Three Months Ended March 31, 2018
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
270
|
|
|
$
|
5
|
|
|
$
|
275
|
|
Comprehensive income (loss)
|
276
|
|
|
5
|
|
|
281
|
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
119
|
|
|
2
|
|
|
121
|
|
|||
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
157
|
|
|
3
|
|
|
160
|
|
|||
|
|
|
|
|
|
||||||
Consolidated Balance Sheet
|
|||||||||||
March 31, 2018
|
|||||||||||
Inventories
|
$
|
160
|
|
|
$
|
(8
|
)
|
|
$
|
152
|
|
Other current assets and deferred charges
|
204
|
|
|
(20
|
)
|
|
184
|
|
|||
Total current assets
|
2,399
|
|
|
(28
|
)
|
|
2,371
|
|
|||
Investments
|
6,513
|
|
|
(1
|
)
|
|
6,512
|
|
|||
Property, plant, and equipment
|
40,467
|
|
|
(2
|
)
|
|
40,465
|
|
|||
Property, plant, and equipment – net
|
28,847
|
|
|
(2
|
)
|
|
28,845
|
|
|||
Intangible assets – net of accumulated amortization
|
8,644
|
|
|
63
|
|
|
8,707
|
|
|||
Regulatory assets, deferred charges, and other
|
649
|
|
|
(4
|
)
|
|
645
|
|
|||
Total assets
|
47,052
|
|
|
28
|
|
|
47,080
|
|
|||
Deferred income tax liabilities
|
3,196
|
|
|
27
|
|
|
3,223
|
|
|||
Regulatory liabilities, deferred income, and other
|
4,410
|
|
|
(125
|
)
|
|
4,285
|
|
|||
Retained deficit
|
(8,587
|
)
|
|
87
|
|
|
(8,500
|
)
|
|||
Total stockholders’ equity
|
9,473
|
|
|
87
|
|
|
9,560
|
|
|||
Noncontrolling interests in consolidated subsidiaries
|
6,430
|
|
|
39
|
|
|
6,469
|
|
|||
Total equity
|
15,903
|
|
|
126
|
|
|
16,029
|
|
|||
Total liabilities and equity
|
47,052
|
|
|
28
|
|
|
47,080
|
|
|||
|
|
|
|
|
|
||||||
Consolidated Statement of Changes in Equity
|
|
|
|
|
|
||||||
March 31, 2018
|
|
|
|
|
|
||||||
Adoption of ASC 606
|
$
|
(121
|
)
|
|
$
|
121
|
|
|
$
|
—
|
|
Net income (loss)
|
270
|
|
|
5
|
|
|
275
|
|
|||
Net increase (decrease) in equity
|
(272
|
)
|
|
126
|
|
|
(146
|
)
|
|||
Balance - March 31, 2018
|
15,903
|
|
|
126
|
|
|
16,029
|
|
|
March 31,
2018 |
|
December 31,
2017 |
|
Classification
|
||||
|
(Millions)
|
|
|
||||||
Assets (liabilities):
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,268
|
|
|
$
|
881
|
|
|
Cash and cash equivalents
|
Trade accounts and other receivables
–
net
|
718
|
|
|
972
|
|
|
Trade accounts and other receivables
|
||
Inventories
|
160
|
|
|
113
|
|
|
Inventories
|
||
Other current assets
|
198
|
|
|
176
|
|
|
Other current assets and deferred charges
|
||
Investments
|
6,513
|
|
|
6,552
|
|
|
Investments
|
||
Property, plant, and equipment
–
net
|
28,547
|
|
|
27,912
|
|
|
Property, plant, and equipment – net
|
||
Intangible assets
–
net
|
8,643
|
|
|
8,790
|
|
|
Intangible assets – net of accumulated amortization
|
||
Regulatory assets, deferred charges, and other noncurrent assets
|
528
|
|
|
507
|
|
|
Regulatory assets, deferred charges, and other
|
||
Accounts payable
|
(755
|
)
|
|
(957
|
)
|
|
Accounts payable
|
||
Accrued liabilities including current asset retirement obligations
|
(682
|
)
|
|
(857
|
)
|
|
Accrued liabilities
|
||
Long-term debt due within one year
|
(501
|
)
|
|
(501
|
)
|
|
Long-term debt due within one year
|
||
Long-term debt
|
(17,011
|
)
|
|
(15,996
|
)
|
|
Long-term debt
|
||
Deferred income tax liabilities
|
(15
|
)
|
|
(16
|
)
|
|
Deferred income tax liabilities
|
||
Noncurrent asset retirement obligations
|
(987
|
)
|
|
(944
|
)
|
|
Regulatory liabilities, deferred income, and other
|
||
Regulatory liabilities, deferred income, and other noncurrent liabilities
|
(3,221
|
)
|
|
(2,809
|
)
|
|
Regulatory liabilities, deferred income, and other
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Williams Partners
|
|
|
|
||||
Gains on contract settlements and terminations
|
$
|
—
|
|
|
$
|
(13
|
)
|
•
|
Other income (expense) – net
below
Operating income (loss)
includes income of
$20 million
and
$18 million
for the
three
months ended
March 31, 2018
and 2017, respectively, for allowance for equity funds used during construction primarily within the Williams Partners segment.
Other income (expense) – net
below
Operating income (loss)
also includes income of
$5 million
and
$28 million
for the
three
months ended
March 31, 2018
and 2017, respectively of income associated with a regulatory asset related to deferred taxes on equity funds used during construction.
|
•
|
Other income (expense) – net
below
Operating income (loss)
for the
three
months ended March 31, 2018, includes a
$7 million
net loss associated with the March 28, 2018, early retirement of
$750 million
of
4.875 percent
senior unsecured notes that were due in 2024. The net loss within the Williams Partners segment reflects
$34 million
in premiums paid, partially offset by
$27 million
of unamortized premium. For the
three
months ended March 31, 2017,
Other income (expense) – net
below
Operating income (loss)
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. The net gain within Williams Partners reflects
$53 million
of unamortized premium, partially offset by
$23 million
in premiums paid. (See
Note 9 – Debt and Banking Arrangements
.)
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Current:
|
|
|
|
||||
Federal
|
$
|
(19
|
)
|
|
$
|
3
|
|
State
|
1
|
|
|
6
|
|
||
|
(18
|
)
|
|
9
|
|
||
Deferred:
|
|
|
|
||||
Federal
|
64
|
|
|
15
|
|
||
State
|
9
|
|
|
13
|
|
||
|
73
|
|
|
28
|
|
||
Provision (benefit) for income taxes
|
$
|
55
|
|
|
$
|
37
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(Dollars in millions, except per-share
amounts; shares in thousands)
|
||||||
Net income attributable to The Williams Companies, Inc. available to common stockholders for basic and diluted earnings per common share
|
$
|
152
|
|
|
$
|
373
|
|
Basic weighted-average shares
|
827,509
|
|
|
824,548
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Nonvested restricted stock units
|
2,095
|
|
|
1,305
|
|
||
Stock options
|
593
|
|
|
623
|
|
||
Diluted weighted-average shares
|
830,197
|
|
|
826,476
|
|
||
Earnings per common share:
|
|
|
|
||||
Basic
|
$
|
.18
|
|
|
$
|
.45
|
|
Diluted
|
$
|
.18
|
|
|
$
|
.45
|
|
|
Pension Benefits
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Components of net periodic benefit cost (credit):
|
|
|
|
||||
Service cost
|
$
|
14
|
|
|
$
|
13
|
|
Interest cost
|
11
|
|
|
15
|
|
||
Expected return on plan assets
|
(16
|
)
|
|
(20
|
)
|
||
Amortization of net actuarial loss
|
6
|
|
|
7
|
|
||
Net periodic benefit cost (credit)
|
$
|
15
|
|
|
$
|
15
|
|
|
Other Postretirement Benefits
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Components of net periodic benefit cost (credit):
|
|
|
|
||||
Interest cost
|
$
|
2
|
|
|
$
|
2
|
|
Expected return on plan assets
|
(3
|
)
|
|
(3
|
)
|
||
Amortization of prior service credit
|
(1
|
)
|
|
(3
|
)
|
||
Reclassification to regulatory liability
|
1
|
|
|
1
|
|
||
Net periodic benefit cost (credit)
|
$
|
(1
|
)
|
|
$
|
(3
|
)
|
|
March 31, 2018
|
||||||
|
Stated Capacity
|
|
Outstanding
|
||||
|
(Millions)
|
||||||
WMB
|
|
|
|
||||
Long-term credit facility
|
$
|
1,500
|
|
|
$
|
200
|
|
Letters of credit under certain bilateral bank agreements
|
|
|
13
|
|
|||
WPZ
|
|
|
|
||||
Long-term credit facility (1)
|
3,500
|
|
|
—
|
|
||
Letters of credit under certain bilateral bank agreements
|
|
|
1
|
|
|
(1)
|
In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of WPZ’s credit facility inclusive of any outstanding amounts under its commercial paper program.
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
|
|
Pension and
Other Postretirement
Benefits
|
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Balance at December 31, 2017
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(235
|
)
|
|
$
|
(238
|
)
|
Adoption of ASU 2018-02 (Note 1)
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
(61
|
)
|
||||
Amounts reclassified from
accumulated
other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||
Balance at March 31, 2018
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(291
|
)
|
|
$
|
(294
|
)
|
Component
|
|
Reclassifications
|
|
Classification
|
||
|
|
(Millions)
|
|
|
||
Pension and other postretirement benefits:
|
|
|
|
|
||
Amortization of actuarial (gain) loss included in net periodic benefit cost (credit)
|
|
$
|
6
|
|
|
Note 8 – Employee Benefit Plans
|
Income tax benefit
|
|
(1
|
)
|
|
Provision (benefit) for income taxes
|
|
Reclassifications during the period
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Quoted
Prices In
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
|
|
(Millions)
|
||||||||||||||||||
Assets (liabilities) at March 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
|
$
|
145
|
|
|
$
|
145
|
|
|
$
|
145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives assets designated as hedging instruments
|
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Energy derivatives assets not designated as hedging instruments
|
|
4
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Energy derivatives liabilities designated as hedging instruments
|
|
(3
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
|
(4
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other receivables
|
|
7
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, including current portion
|
|
(21,880
|
)
|
|
(23,061
|
)
|
|
—
|
|
|
(23,061
|
)
|
|
—
|
|
|||||
Guarantees
|
|
(43
|
)
|
|
(30
|
)
|
|
—
|
|
|
(14
|
)
|
|
(16
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
)
|
•
|
Former agricultural fertilizer and chemical operations and former retail petroleum and refining operations;
|
•
|
Former petroleum products and natural gas pipelines;
|
•
|
Former petroleum refining facilities;
|
•
|
Former exploration and production and mining operations;
|
•
|
Former electricity and natural gas marketing and trading operations.
|
•
|
This measure is further adjusted to include our proportionate share (based on ownership interest) of
Modified EBITDA
from our equity-method investments calculated consistently with the definition described above.
|
|
Williams
Partners
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Three Months Ended March 31, 2018
|
|||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
External
|
$
|
1,346
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
1,351
|
|
Internal
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
||||
Total service revenues
|
1,346
|
|
|
8
|
|
|
(3
|
)
|
|
1,351
|
|
||||
Total service revenues – commodity consideration (external only)
|
101
|
|
|
—
|
|
|
—
|
|
|
101
|
|
||||
Product sales
|
|
|
|
|
|
|
|
||||||||
External
|
636
|
|
|
—
|
|
|
—
|
|
|
636
|
|
||||
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total product sales
|
636
|
|
|
—
|
|
|
—
|
|
|
636
|
|
||||
Total revenues
|
$
|
2,083
|
|
|
$
|
8
|
|
|
$
|
(3
|
)
|
|
$
|
2,088
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended March 31, 2017
|
|||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
External
|
$
|
1,256
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
1,261
|
|
Internal
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
||||
Total service revenues
|
1,256
|
|
|
8
|
|
|
(3
|
)
|
|
1,261
|
|
||||
Product sales
|
|
|
|
|
|
|
|
||||||||
External
|
727
|
|
|
—
|
|
|
—
|
|
|
727
|
|
||||
Internal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total product sales
|
727
|
|
|
—
|
|
|
—
|
|
|
727
|
|
||||
Total revenues
|
$
|
1,983
|
|
|
$
|
8
|
|
|
$
|
(3
|
)
|
|
$
|
1,988
|
|
|
|
|
|
|
|
|
|
||||||||
March 31, 2018
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
46,575
|
|
|
$
|
541
|
|
|
$
|
(64
|
)
|
|
$
|
47,052
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
45,903
|
|
|
$
|
589
|
|
|
$
|
(140
|
)
|
|
$
|
46,352
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Modified EBITDA by segment:
|
|
|
|
||||
Williams Partners
|
$
|
1,107
|
|
|
$
|
1,132
|
|
Other
|
13
|
|
|
18
|
|
||
|
1,120
|
|
|
1,150
|
|
||
Accretion expense associated with asset retirement obligations for nonregulated operations
|
(8
|
)
|
|
(7
|
)
|
||
Depreciation and amortization expenses
|
(431
|
)
|
|
(442
|
)
|
||
Equity earnings (losses)
|
82
|
|
|
107
|
|
||
Other investing income (loss) – net
|
4
|
|
|
272
|
|
||
Proportional Modified EBITDA of equity-method investments
|
(169
|
)
|
|
(194
|
)
|
||
Interest expense
|
(273
|
)
|
|
(280
|
)
|
||
(Provision) benefit for income taxes
|
(55
|
)
|
|
(37
|
)
|
||
Net income (loss)
|
$
|
270
|
|
|
$
|
569
|
|
•
|
Certain aspects of Tax Reform, including regulatory liabilities relating to reduced corporate federal income tax rates, and the recent FERC income tax policy revision could adversely impact the rates we can charge on our regulated pipelines (see Note 1 – General, Description of Business, and Basis of Presentation of Notes to Consolidated Financial Statements);
|
•
|
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 our Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on February 22, 2018 and in Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.
|
|
Three Months Ended
March 31, |
|
|
|
|
||||||||
|
2018
|
|
2017
|
|
$ Change*
|
|
% Change*
|
||||||
|
(Millions)
|
|
|
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,351
|
|
|
$
|
1,261
|
|
|
+90
|
|
|
+7
|
%
|
Service revenues – commodity consideration
|
101
|
|
|
—
|
|
|
+101
|
|
|
NM
|
|
||
Product sales
|
636
|
|
|
727
|
|
|
-91
|
|
|
-13
|
%
|
||
Total revenues
|
2,088
|
|
|
1,988
|
|
|
|
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||
Product costs
|
613
|
|
|
579
|
|
|
-34
|
|
|
-6
|
%
|
||
Processing commodity expenses
|
35
|
|
|
—
|
|
|
-35
|
|
|
NM
|
|
||
Operating and maintenance expenses
|
357
|
|
|
371
|
|
|
+14
|
|
|
+4
|
%
|
||
Depreciation and amortization expenses
|
431
|
|
|
442
|
|
|
+11
|
|
|
+2
|
%
|
||
Selling, general, and administrative expenses
|
132
|
|
|
161
|
|
|
+29
|
|
|
+18
|
%
|
||
Other (income) expense – net
|
29
|
|
|
5
|
|
|
-24
|
|
|
NM
|
|
||
Total costs and expenses
|
1,597
|
|
|
1,558
|
|
|
|
|
|
||||
Operating income (loss)
|
491
|
|
|
430
|
|
|
|
|
|
||||
Equity earnings (losses)
|
82
|
|
|
107
|
|
|
-25
|
|
|
-23
|
%
|
||
Other investing income (loss) – net
|
4
|
|
|
272
|
|
|
-268
|
|
|
-99
|
%
|
||
Interest expense
|
(273
|
)
|
|
(280
|
)
|
|
+7
|
|
|
+3
|
%
|
||
Other income (expense) – net
|
21
|
|
|
77
|
|
|
-56
|
|
|
-73
|
%
|
||
Income (loss) before income taxes
|
325
|
|
|
606
|
|
|
|
|
|
||||
Provision (benefit) for income taxes
|
55
|
|
|
37
|
|
|
-18
|
|
|
-49
|
%
|
||
Net income (loss)
|
270
|
|
|
569
|
|
|
|
|
|
||||
Less: Net income (loss) attributable to noncontrolling interests
|
118
|
|
|
196
|
|
|
+78
|
|
|
+40
|
%
|
||
Net income (loss) attributable to The Williams Companies, Inc.
|
$
|
152
|
|
|
$
|
373
|
|
|
|
|
|
|
*
|
+ = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Service revenues
|
$
|
1,346
|
|
|
$
|
1,256
|
|
Service revenues - commodity consideration
|
101
|
|
|
—
|
|
||
Product sales
|
636
|
|
|
727
|
|
||
Segment revenues
|
2,083
|
|
|
1,983
|
|
||
|
|
|
|
||||
Product costs
|
(613
|
)
|
|
(579
|
)
|
||
Processing commodity expenses
|
(35
|
)
|
|
—
|
|
||
Other segment costs and expenses
|
(497
|
)
|
|
(466
|
)
|
||
Proportional Modified EBITDA of equity-method investments
|
169
|
|
|
194
|
|
||
Williams Partners Modified EBITDA
|
$
|
1,107
|
|
|
$
|
1,132
|
|
|
|
|
|
||||
NGL margin
|
$
|
65
|
|
|
$
|
51
|
|
Olefin margin
|
—
|
|
|
71
|
|
•
|
A $64 million increase in Transco’s natural gas transportation fee revenues primarily due to a $58 million increase associated with expansion projects placed in service in 2017 and 2018;
|
•
|
A $20 million increase primarily related to higher gathering volumes in the Haynesville Shale region, as well as higher gathering volumes across most other areas;
|
•
|
A $5 million increase in fractionation revenues at Ohio Valley Midstream;
|
•
|
Earlier recognition of revenues associated with MVC’s and other deferred revenue due to implementing the new revenue recognition guidance under ASC 606, offset by a $25 million decrease related to lower amortization of deferred revenue associated with the up-front cash payment received in conjunction with the fourth quarter 2016 Barnett Shale contract restructuring;
|
•
|
A $9 million decrease at Northwest Pipeline primarily due to the reduction of its rates as a result of a recent rate case settlement that became effective January 1, 2018.
|
•
|
A $146 million decrease in olefin sales associated with the absence of volumes due to the sale of our olefin operations;
|
•
|
A $39 million increase in system management gas sales, partially due to the implementation of ASC 606. System management gas sales are offset in
Product costs
and, therefore, have no impact to Modified EBITDA;
|
•
|
A $5 million increase in marketing revenues primarily due to $98 million higher NGL marketing revenues reflecting both higher prices and volumes, significantly offset by a $50 million decrease in crude oil marketing revenues, as well as a $39 million decrease in propylene and ethylene marketing revenues due to the sale of our olefin operations. Crude oil marketing revenues decreased as this activity is presented on a net basis within
Product costs
in 2018 in conjunction with the adoption of ASC 606.
|
•
|
A $71 million decrease in olefin product margins due to the absence of volumes resulting from the 2017 sales of our olefin operations;
|
•
|
A $14 million increase in NGL product margins, which is substantially due to $13 million in higher non-ethane margins, driven by higher non-ethane prices.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Other Modified EBITDA
|
$
|
13
|
|
|
$
|
18
|
|
|
|
|
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
|
|
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
|
|
March 31, 2018
|
||||||||||
Available Liquidity
|
WPZ
|
|
WMB
|
|
Total
|
||||||
|
(Millions)
|
||||||||||
Cash and cash equivalents
|
$
|
1,268
|
|
|
$
|
24
|
|
|
$
|
1,292
|
|
Capacity available under our $1.5 billion credit facility (1)
|
|
|
1,300
|
|
|
1,300
|
|
||||
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
|
|
||||
|
$
|
4,768
|
|
|
$
|
1,324
|
|
|
$
|
6,092
|
|
|
(1)
|
Through
March 31, 2018
, the highest amount outstanding under our credit facility during 2018 was $290 million. At
March 31, 2018
, we were in compliance with the financial covenants associated with this credit facility. Borrowing capacity available under this facility as of May 1, 2018, was $1.3 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. Through
March 31, 2018
, no amount was outstanding under WPZ’s commercial paper program and credit facility during 2018. At
March 31, 2018
, WPZ was in compliance with the financial covenants associated with this credit facility. Borrowing capacity available under WPZ’s $3.5 billion credit facility as of May 1, 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
|
|
Three Months Ended
March 31, |
||||||
|
Category
|
|
2018
|
|
2017
|
||||
|
|
|
(Millions)
|
||||||
Sources of cash and cash equivalents:
|
|
|
|
|
|
||||
Operating activities – net
|
Operating
|
|
$
|
694
|
|
|
$
|
727
|
|
Proceeds from long-term debt (see Note 9)
|
Financing
|
|
1,808
|
|
|
—
|
|
||
Proceeds from our credit-facility borrowings
|
Financing
|
|
240
|
|
|
470
|
|
||
Contributions in aid of construction
|
Investing
|
|
190
|
|
|
131
|
|
||
Proceeds from equity issuances
|
Financing
|
|
10
|
|
|
2,122
|
|
||
Proceeds from dispositions of equity-method investments (see Note 4)
|
Investing
|
|
—
|
|
|
200
|
|
||
|
|
|
|
|
|
||||
Uses of cash and cash equivalents:
|
|
|
|
|
|
||||
Capital expenditures
|
Investing
|
|
(957
|
)
|
|
(511
|
)
|
||
Payments of long-term debt (see Note 9)
|
Financing
|
|
(750
|
)
|
|
(1,350
|
)
|
||
Payments on our credit-facility borrowings
|
Financing
|
|
(310
|
)
|
|
(650
|
)
|
||
Dividends paid
|
Financing
|
|
(281
|
)
|
|
(248
|
)
|
||
Dividends and distributions paid to noncontrolling interests
|
Financing
|
|
(165
|
)
|
|
(242
|
)
|
||
Purchases of and contributions to equity-method investments
|
Investing
|
|
(21
|
)
|
|
(52
|
)
|
||
Payments of WPZ’s commercial paper – net
|
Financing
|
|
—
|
|
|
(93
|
)
|
||
|
|
|
|
|
|
||||
Other sources / (uses) – net
|
Financing and Investing
|
|
(65
|
)
|
|
(35
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
|
|
$
|
393
|
|
|
$
|
469
|
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
2.1+
|
|
—
|
|
|
2.2
|
|
—
|
|
|
2.3+
|
|
—
|
|
|
2.4+
|
|
—
|
|
|
3.1
|
|
—
|
|
|
3.2
|
|
—
|
|
|
4.1
|
|
—
|
|
|
10.1
|
|
—
|
|
|
10.2
|
|
—
|
|
|
10.3*§
|
|
—
|
|
|
10.4*§
|
|
—
|
|
|
10.5*§
|
|
—
|
|
|
12*
|
|
—
|
|
|
31.1*
|
|
—
|
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
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.
|
|
§
|
Management contract or compensatory plan or arrangement.
|
+
|
Pursuant to item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.
|
|
T
HE
W
ILLIAMS
C
OMPANIES
, I
NC
.
|
|
(Registrant)
|
|
|
|
/s/ T
ED
T. T
IMMERMANS
|
|
Ted T. Timmermans
|
|
Vice President, Controller and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)
|
(a)
|
(i) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 5(e) above shall be no more than thirty (30) days after such Participant’s Separation from Service. If such 30-day period spans two calendar years, then payment will be made in the later calendar year. However, if the Participant was a “key employee” within the meaning of Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, payment shall not be made sooner than the earlier to occur of the following: (i) six (6) months following the date of such Separation from Service; and (ii) the Participant’s death.
|
|
Three Months Ended
|
||
|
March 31, 2018
|
||
|
(Millions)
|
||
Earnings:
|
|
||
Income (loss) before income taxes
|
$
|
325
|
|
Less: Equity earnings
|
(82
|
)
|
|
Income (loss) before income taxes and equity earnings
|
243
|
|
|
Add:
|
|
||
Fixed charges:
|
|
||
Interest incurred (1)
|
282
|
|
|
Rental expense representative of interest factor
|
4
|
|
|
Total fixed charges
|
286
|
|
|
Distributed income of equity-method investees
|
140
|
|
|
Less:
|
|
||
Interest capitalized
|
(9
|
)
|
|
Total earnings as adjusted
|
$
|
660
|
|
Fixed charges
|
$
|
286
|
|
Ratio of earnings to fixed charges
|
2.31
|
|
|
(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 Income
.
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Alan S. Armstrong
|
|
Alan S. Armstrong
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ 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
|
May 3, 2018
|
|
/s/ John D. Chandler
|
John D. Chandler
|
Senior Vice President and Chief Financial Officer
|
May 3, 2018
|