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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 July 30, 2018
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Common Stock, $1 par value
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827,973,071
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Page
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•
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The closing and expected timing of, and anticipated financial results following, the WPZ Merger;
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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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Satisfaction of the conditions to the completion of the WPZ Merger including receipt of the Williams stockholder approval, and our ability to close the WPZ Merger;
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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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Whether we are able to pay current and 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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Availability of supplies, market demand, and volatility of prices;
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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 investment opportunities;
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•
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Our ability to acquire new businesses and assets and successfully integrate those operations and assets into existing businesses as well as successfully expand our facilities;
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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 and unforeseen interruptions;
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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, 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
June 30, |
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Six Months Ended
June 30, |
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2018
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2017
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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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1,340
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$
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1,282
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$
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2,691
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$
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2,543
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Service revenues – commodity consideration (Note 2)
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94
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—
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195
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—
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Product sales
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657
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642
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1,293
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1,369
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Total revenues
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2,091
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1,924
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4,179
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3,912
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Costs and expenses:
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Product costs
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636
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537
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1,249
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1,116
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Processing commodity expenses (Note 2)
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26
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—
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61
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—
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Operating and maintenance expenses
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388
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392
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745
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763
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Depreciation and amortization expenses
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434
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433
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865
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875
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Selling, general, and administrative expenses
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130
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153
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262
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314
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Impairment of certain assets (Note 11)
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66
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25
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66
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26
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Other (income) expense – net
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1
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6
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30
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10
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Total costs and expenses
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1,681
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1,546
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3,278
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3,104
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Operating income (loss)
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410
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378
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901
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808
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Equity earnings (losses)
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92
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125
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174
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232
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Other investing income (loss) – net (Note 4)
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68
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2
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72
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274
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Interest incurred
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(288
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)
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(280
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)
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(570
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)
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(567
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)
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Interest capitalized
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13
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9
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22
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16
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Other income (expense) – net
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26
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24
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47
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101
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Income (loss) before income taxes
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321
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258
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646
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864
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Provision (benefit) for income taxes
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52
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65
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107
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102
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Net income (loss)
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269
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193
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539
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762
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Less: Net income (loss) attributable to noncontrolling interests
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134
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112
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252
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308
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Net income (loss) attributable to The Williams Companies, Inc.
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$
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135
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$
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81
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$
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287
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$
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454
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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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.16
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$
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.10
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$
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.35
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$
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.55
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Weighted-average shares (thousands)
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827,868
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826,426
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827,689
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825,492
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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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.16
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$
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.10
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$
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.35
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$
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.55
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Weighted-average shares (thousands)
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830,107
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828,575
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830,151
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827,531
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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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$
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.68
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$
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.60
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2018
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2017
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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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269
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$
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193
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$
|
539
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$
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762
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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 $3 and $3 in 2018, and $0 and ($1) in 2017
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(15
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)
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1
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(14
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)
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4
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Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes of ($1) and ($1) in 2018
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3
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(2
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)
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3
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(2
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)
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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), net of taxes of $1 and $1 in 2017
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—
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(1
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)
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—
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(2
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)
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Net actuarial gain (loss) arising during the year, net of taxes of ($1) and ($1) in 2018
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4
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—
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4
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—
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Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of ($1) and ($2) in 2018, and ($2) and ($5) in 2017
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5
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|
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5
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|
|
10
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|
|
9
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||||
Other comprehensive income (loss)
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(3
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)
|
|
3
|
|
|
3
|
|
|
9
|
|
||||
Comprehensive income (loss)
|
266
|
|
|
196
|
|
|
542
|
|
|
771
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|
||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
130
|
|
|
112
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|
|
249
|
|
|
309
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||||
Comprehensive income (loss) attributable to The Williams Companies, Inc.
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$
|
136
|
|
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$
|
84
|
|
|
$
|
293
|
|
|
$
|
462
|
|
|
|
June 30,
2018 |
|
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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275
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|
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$
|
899
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Trade accounts and other receivables (net of allowance of $10 at June 30, 2018 and $9 at December 31, 2017)
|
|
844
|
|
|
976
|
|
||
Inventories
|
|
153
|
|
|
113
|
|
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Other current assets and deferred charges
|
|
269
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|
|
191
|
|
||
Total current assets
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1,541
|
|
|
2,179
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Investments
|
|
6,810
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|
|
6,552
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|
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Property, plant, and equipment
|
|
40,863
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|
|
39,513
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|
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Accumulated depreciation and amortization
|
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(11,910
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)
|
|
(11,302
|
)
|
||
Property, plant, and equipment – net
|
|
28,953
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|
|
28,211
|
|
||
Intangible assets – net of accumulated amortization
|
|
8,406
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|
|
8,791
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|
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Regulatory assets, deferred charges, and other
|
|
664
|
|
|
619
|
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Total assets
|
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$
|
46,374
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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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|
$
|
893
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|
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$
|
978
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Accrued liabilities
|
|
1,063
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|
|
1,167
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Long-term debt due within one year
|
|
2
|
|
|
501
|
|
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Total current liabilities
|
|
1,958
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|
|
2,646
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Long-term debt
|
|
21,313
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|
|
20,434
|
|
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Deferred income tax liabilities
|
|
3,267
|
|
|
3,147
|
|
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Regulatory liabilities, deferred income, and other
|
|
4,389
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|
|
3,950
|
|
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Contingent liabilities (Note 12)
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|
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Equity:
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|
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|
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Stockholders’ equity:
|
|
|
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|
||||
Common stock (960 million shares authorized at $1 par value;
862 million shares issued at June 30, 2018 and 861 million shares issued at December 31, 2017) |
|
862
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|
|
861
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Capital in excess of par value
|
|
18,552
|
|
|
18,508
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|
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Retained deficit
|
|
(8,735
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)
|
|
(8,434
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)
|
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Accumulated other comprehensive income (loss)
|
|
(293
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)
|
|
(238
|
)
|
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Treasury stock, at cost (35 million shares of common stock)
|
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(1,041
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)
|
|
(1,041
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)
|
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Total stockholders’ equity
|
|
9,345
|
|
|
9,656
|
|
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Noncontrolling interests in consolidated subsidiaries
|
|
6,102
|
|
|
6,519
|
|
||
Total equity
|
|
15,447
|
|
|
16,175
|
|
||
Total liabilities and equity
|
|
$
|
46,374
|
|
|
$
|
46,352
|
|
|
The Williams Companies, Inc., Stockholders
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|
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||||||||||||||||||||||||||
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Common
Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained
Deficit
|
|
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)
|
—
|
|
|
—
|
|
|
287
|
|
|
—
|
|
|
—
|
|
|
287
|
|
|
252
|
|
|
539
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
(3
|
)
|
|
3
|
|
||||||||
Cash dividends – common stock
|
—
|
|
|
—
|
|
|
(563
|
)
|
|
—
|
|
|
—
|
|
|
(563
|
)
|
|
—
|
|
|
(563
|
)
|
||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(402
|
)
|
|
(402
|
)
|
||||||||
Stock-based compensation and related common stock issuances
|
1
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
46
|
|
||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
(17
|
)
|
|
(4
|
)
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||||||
Deconsolidation of subsidiary (Note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(267
|
)
|
|
(267
|
)
|
||||||||
Other
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||||
Net increase (decrease) in equity
|
1
|
|
|
44
|
|
|
(301
|
)
|
|
(55
|
)
|
|
—
|
|
|
(311
|
)
|
|
(417
|
)
|
|
(728
|
)
|
||||||||
Balance – June 30, 2018
|
$
|
862
|
|
|
$
|
18,552
|
|
|
$
|
(8,735
|
)
|
|
$
|
(293
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
9,345
|
|
|
$
|
6,102
|
|
|
$
|
15,447
|
|
|
Six Months Ended
June 30, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
OPERATING ACTIVITIES:
|
|
||||||
Net income (loss)
|
$
|
539
|
|
|
$
|
762
|
|
Adjustments to reconcile to net cash provided (used) by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
865
|
|
|
875
|
|
||
Provision (benefit) for deferred income taxes
|
142
|
|
|
91
|
|
||
Equity (earnings) losses
|
(174
|
)
|
|
(232
|
)
|
||
Distributions from unconsolidated affiliates
|
316
|
|
|
404
|
|
||
Net (gain) loss on disposition of equity-method investments
|
—
|
|
|
(269
|
)
|
||
Impairment of and net (gain) loss on sale of assets
|
71
|
|
|
18
|
|
||
Amortization of stock-based awards
|
30
|
|
|
44
|
|
||
Cash provided (used) by changes in current assets and liabilities:
|
|
|
|
||||
Accounts and notes receivable
|
121
|
|
|
201
|
|
||
Inventories
|
(33
|
)
|
|
(30
|
)
|
||
Other current assets and deferred charges
|
(63
|
)
|
|
(17
|
)
|
||
Accounts payable
|
(70
|
)
|
|
29
|
|
||
Accrued liabilities
|
(7
|
)
|
|
(177
|
)
|
||
Other, including changes in noncurrent assets and liabilities
|
(152
|
)
|
|
(173
|
)
|
||
Net cash provided (used) by operating activities
|
1,585
|
|
|
1,526
|
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from (payments of) commercial paper – net
|
—
|
|
|
(93
|
)
|
||
Proceeds from long-term debt
|
2,179
|
|
|
2,643
|
|
||
Payments of long-term debt
|
(1,761
|
)
|
|
(2,710
|
)
|
||
Proceeds from issuance of common stock
|
11
|
|
|
2,125
|
|
||
Dividends paid
|
(563
|
)
|
|
(496
|
)
|
||
Dividends and distributions paid to noncontrolling interests
|
(356
|
)
|
|
(447
|
)
|
||
Contributions from noncontrolling interests
|
11
|
|
|
10
|
|
||
Payments for debt issuance costs
|
(18
|
)
|
|
(13
|
)
|
||
Other – net
|
(43
|
)
|
|
(29
|
)
|
||
Net cash provided (used) by financing activities
|
(540
|
)
|
|
990
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Property, plant, and equipment:
|
|
|
|
||||
Capital expenditures (1)
|
(1,890
|
)
|
|
(1,056
|
)
|
||
Dispositions – net
|
3
|
|
|
(14
|
)
|
||
Contributions in aid of construction
|
339
|
|
|
194
|
|
||
Proceeds from dispositions of equity-method investments
|
—
|
|
|
200
|
|
||
Purchases of and contributions to equity-method investments
|
(91
|
)
|
|
(79
|
)
|
||
Other – net
|
(30
|
)
|
|
(13
|
)
|
||
Net cash provided (used) by investing activities
|
(1,669
|
)
|
|
(768
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(624
|
)
|
|
1,748
|
|
||
Cash and cash equivalents at beginning of year
|
899
|
|
|
170
|
|
||
Cash and cash equivalents at end of period
|
$
|
275
|
|
|
$
|
1,918
|
|
_____________
|
|
|
|
||||
(1) Increases to property, plant, and equipment
|
$
|
(1,864
|
)
|
|
$
|
(1,160
|
)
|
Changes in related accounts payable and accrued liabilities
|
(26
|
)
|
|
104
|
|
||
Capital expenditures
|
$
|
(1,890
|
)
|
|
$
|
(1,056
|
)
|
•
|
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 June 30, 2018
|
|
|
|||||||||||||||||||||||||||||
Revenues from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Non-regulated gathering, processing, transportation, and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Monetary consideration
|
$
|
205
|
|
|
$
|
128
|
|
|
$
|
414
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(18
|
)
|
|
$
|
730
|
|
Commodity consideration
|
5
|
|
|
11
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
||||||||
Regulated interstate natural gas transportation and storage
|
—
|
|
|
—
|
|
|
—
|
|
|
450
|
|
|
108
|
|
|
—
|
|
|
—
|
|
|
558
|
|
||||||||
Other
|
21
|
|
|
2
|
|
|
13
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
34
|
|
||||||||
Total service revenues
|
231
|
|
|
141
|
|
|
505
|
|
|
451
|
|
|
108
|
|
|
1
|
|
|
(21
|
)
|
|
1,416
|
|
||||||||
Product Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
NGL and natural gas
|
75
|
|
|
76
|
|
|
558
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
656
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
3
|
|
||||||||
Total product sales
|
75
|
|
|
76
|
|
|
562
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
659
|
|
||||||||
Total revenues from contracts with customers
|
306
|
|
|
217
|
|
|
1,067
|
|
|
481
|
|
|
108
|
|
|
1
|
|
|
(105
|
)
|
|
2,075
|
|
||||||||
Other revenues (1)
|
5
|
|
|
7
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
7
|
|
|
(3
|
)
|
|
16
|
|
||||||||
Total revenues
|
$
|
311
|
|
|
$
|
224
|
|
|
$
|
1,065
|
|
|
$
|
483
|
|
|
$
|
108
|
|
|
$
|
8
|
|
|
$
|
(108
|
)
|
|
$
|
2,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Non-regulated gathering, processing, transportation, and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Monetary consideration
|
$
|
407
|
|
|
$
|
265
|
|
|
$
|
822
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(36
|
)
|
|
$
|
1,459
|
|
Commodity consideration
|
9
|
|
|
26
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195
|
|
||||||||
Regulated interstate natural gas transportation and storage
|
—
|
|
|
—
|
|
|
—
|
|
|
911
|
|
|
220
|
|
|
—
|
|
|
(1
|
)
|
|
1,130
|
|
||||||||
Other
|
42
|
|
|
8
|
|
|
24
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
69
|
|
||||||||
Total service revenues
|
458
|
|
|
299
|
|
|
1,006
|
|
|
912
|
|
|
220
|
|
|
1
|
|
|
(43
|
)
|
|
2,853
|
|
||||||||
Product Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
NGL and natural gas
|
173
|
|
|
144
|
|
|
1,079
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
(168
|
)
|
|
1,283
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
7
|
|
||||||||
Total product sales
|
173
|
|
|
144
|
|
|
1,087
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
(169
|
)
|
|
1,290
|
|
||||||||
Total revenues from contracts with customers
|
631
|
|
|
443
|
|
|
2,093
|
|
|
967
|
|
|
220
|
|
|
1
|
|
|
(212
|
)
|
|
4,143
|
|
||||||||
Other revenues (1)
|
10
|
|
|
9
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
15
|
|
|
(6
|
)
|
|
36
|
|
||||||||
Total revenues
|
$
|
641
|
|
|
$
|
452
|
|
|
$
|
2,096
|
|
|
$
|
972
|
|
|
$
|
220
|
|
|
$
|
16
|
|
|
$
|
(218
|
)
|
|
$
|
4,179
|
|
(1)
|
Service revenues
in our Consolidated Statement of Income include leasing revenues associated with our headquarters building and management fees that we receive for certain services we provide to operated joint ventures and other investments. The leasing revenues and the 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.
|
|
Quarter-to-Date June 30, 2018
|
|
Year-to-Date June 30, 2018
|
||||
|
(Millions)
|
||||||
Balance at beginning of period
|
$
|
24
|
|
|
$
|
4
|
|
Revenue recognized in excess of cash received
|
16
|
|
|
36
|
|
||
Minimum volume commitments invoiced
|
(1
|
)
|
|
(1
|
)
|
||
Balance at end of period
|
$
|
39
|
|
|
$
|
39
|
|
|
Quarter-to-Date June 30, 2018
|
|
Year-to-Date June 30, 2018
|
||||
|
(Millions)
|
||||||
Balance at beginning of period
|
$
|
1,574
|
|
|
$
|
1,596
|
|
Payments received and deferred
|
126
|
|
|
218
|
|
||
Deconsolidation of Jackalope interest (Note 3)
|
(52
|
)
|
|
(52
|
)
|
||
Recognized in revenue
|
(113
|
)
|
|
(227
|
)
|
||
Balance at end of period
|
$
|
1,535
|
|
|
$
|
1,535
|
|
|
(Millions)
|
||
2018 (remainder)
|
$
|
184
|
|
2019
|
249
|
|
|
2020
|
128
|
|
|
2021
|
110
|
|
|
2022
|
103
|
|
|
2023
|
99
|
|
|
Thereafter
|
662
|
|
|
June 30, 2018
|
|
January 1, 2018
|
||||
|
(Millions)
|
||||||
Accounts receivable related to revenues from contracts with customers
|
$
|
742
|
|
|
$
|
958
|
|
Other accounts receivable
|
102
|
|
|
18
|
|
||
Total reflected in
Trade accounts and other receivables
|
$
|
844
|
|
|
$
|
976
|
|
|
As Reported
|
|
Adjustments resulting from adoption of ASC 606
|
|
Balance without adoption of ASC 606
|
||||||
|
(Millions)
|
||||||||||
Consolidated Statement of Income
|
|||||||||||
Three Months Ended June 30, 2018
|
|||||||||||
Service revenues
|
$
|
1,340
|
|
|
$
|
6
|
|
|
$
|
1,346
|
|
Service revenues – commodity consideration
|
94
|
|
|
(94
|
)
|
|
—
|
|
|||
Product sales
|
657
|
|
|
32
|
|
|
689
|
|
|||
Total revenues
|
2,091
|
|
|
(56
|
)
|
|
2,035
|
|
|||
Product costs
|
636
|
|
|
(40
|
)
|
|
596
|
|
|||
Processing commodity expenses
|
26
|
|
|
(26
|
)
|
|
—
|
|
|||
Operating and maintenance expenses
|
388
|
|
|
4
|
|
|
392
|
|
|||
Total costs and expenses
|
1,681
|
|
|
(62
|
)
|
|
1,619
|
|
|||
Operating income (loss)
|
410
|
|
|
6
|
|
|
416
|
|
|||
Other investing income (loss) - net
|
68
|
|
|
(9
|
)
|
|
59
|
|
|||
Interest incurred
|
(288
|
)
|
|
4
|
|
|
(284
|
)
|
|||
Interest capitalized
|
13
|
|
|
(1
|
)
|
|
12
|
|
|||
Less: Net income (loss) attributable to noncontrolling interests
|
134
|
|
|
(1
|
)
|
|
133
|
|
|||
Net income (loss) attributable to The Williams Companies, Inc.
|
135
|
|
|
1
|
|
|
136
|
|
|||
|
|
|
|
|
|
||||||
Six Months Ended June 30, 2018
|
|
|
|
|
|
||||||
Service revenues
|
$
|
2,691
|
|
|
$
|
11
|
|
|
$
|
2,702
|
|
Service revenues – commodity consideration
|
195
|
|
|
(195
|
)
|
|
—
|
|
|||
Product sales
|
1,293
|
|
|
42
|
|
|
1,335
|
|
|||
Total revenues
|
4,179
|
|
|
(142
|
)
|
|
4,037
|
|
|||
Product costs
|
1,249
|
|
|
(95
|
)
|
|
1,154
|
|
|||
Processing commodity expenses
|
61
|
|
|
(61
|
)
|
|
—
|
|
|||
Operating and maintenance expenses
|
745
|
|
|
3
|
|
|
748
|
|
|||
Depreciation and amortization expenses
|
865
|
|
|
1
|
|
|
866
|
|
|||
Total costs and expenses
|
3,278
|
|
|
(152
|
)
|
|
3,126
|
|
|||
Operating income (loss)
|
901
|
|
|
10
|
|
|
911
|
|
|||
Equity earnings (losses)
|
174
|
|
|
1
|
|
|
175
|
|
|||
Other investing income (loss) - net
|
72
|
|
|
(9
|
)
|
|
63
|
|
|||
Interest incurred
|
(570
|
)
|
|
7
|
|
|
(563
|
)
|
|||
Interest capitalized
|
22
|
|
|
(4
|
)
|
|
18
|
|
|||
Income (loss) before income taxes
|
646
|
|
|
5
|
|
|
651
|
|
|||
Net income (loss)
|
539
|
|
|
5
|
|
|
544
|
|
|||
Less: Net income (loss) attributable to noncontrolling interests
|
252
|
|
|
1
|
|
|
253
|
|
|||
Net income (loss) attributable to The Williams Companies, Inc.
|
287
|
|
|
4
|
|
|
291
|
|
|||
|
|
|
|
|
|
|
As Reported
|
|
Adjustments resulting from adoption of ASC 606
|
|
Balance without adoption of ASC 606
|
||||||
|
(Millions)
|
||||||||||
|
|
|
|
|
|
||||||
Consolidated Statement of Comprehensive Income
|
|
|
|
|
|
||||||
Three Months Ended June 30, 2018
|
|
|
|
|
|
||||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
$
|
130
|
|
|
$
|
(1
|
)
|
|
$
|
129
|
|
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
136
|
|
|
1
|
|
|
137
|
|
|||
|
|
|
|
|
|
||||||
Six Months Ended June 30, 2018
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
539
|
|
|
$
|
5
|
|
|
$
|
544
|
|
Comprehensive income (loss)
|
542
|
|
|
5
|
|
|
547
|
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
249
|
|
|
1
|
|
|
250
|
|
|||
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
293
|
|
|
4
|
|
|
297
|
|
|||
|
|
|
|
|
|
||||||
Consolidated Balance Sheet
|
|||||||||||
June 30, 2018
|
|||||||||||
Inventories
|
$
|
153
|
|
|
$
|
(7
|
)
|
|
$
|
146
|
|
Other current assets and deferred charges
|
269
|
|
|
(35
|
)
|
|
234
|
|
|||
Total current assets
|
1,541
|
|
|
(42
|
)
|
|
1,499
|
|
|||
Investments
|
6,810
|
|
|
(1
|
)
|
|
6,809
|
|
|||
Property, plant, and equipment
|
40,863
|
|
|
(4
|
)
|
|
40,859
|
|
|||
Property, plant, and equipment – net
|
28,953
|
|
|
(4
|
)
|
|
28,949
|
|
|||
Intangible assets – net of accumulated amortization
|
8,406
|
|
|
62
|
|
|
8,468
|
|
|||
Regulatory assets, deferred charges, and other
|
664
|
|
|
(4
|
)
|
|
660
|
|
|||
Total assets
|
46,374
|
|
|
11
|
|
|
46,385
|
|
|||
Deferred income tax liabilities
|
3,267
|
|
|
27
|
|
|
3,294
|
|
|||
Regulatory liabilities, deferred income, and other
|
4,389
|
|
|
(133
|
)
|
|
4,256
|
|
|||
Retained deficit
|
(8,735
|
)
|
|
89
|
|
|
(8,646
|
)
|
|||
Total stockholders’ equity
|
9,345
|
|
|
89
|
|
|
9,434
|
|
|||
Noncontrolling interests in consolidated subsidiaries
|
6,102
|
|
|
28
|
|
|
6,130
|
|
|||
Total equity
|
15,447
|
|
|
117
|
|
|
15,564
|
|
|||
Total liabilities and equity
|
46,374
|
|
|
11
|
|
|
46,385
|
|
|||
|
|
|
|
|
|
||||||
Consolidated Statement of Changes in Equity
|
|
|
|
|
|
||||||
June 30, 2018
|
|
|
|
|
|
||||||
Adoption of ASC 606
|
$
|
(121
|
)
|
|
$
|
121
|
|
|
$
|
—
|
|
Net income (loss)
|
539
|
|
|
5
|
|
|
544
|
|
|||
Deconsolidation of subsidiary
|
(267
|
)
|
|
(9
|
)
|
|
(276
|
)
|
|||
Net increase (decrease) in equity
|
(728
|
)
|
|
117
|
|
|
(611
|
)
|
|||
Balance - June 30, 2018
|
15,447
|
|
|
117
|
|
|
15,564
|
|
|
June 30,
2018 |
|
December 31,
2017 |
|
Classification
|
||||
|
(Millions)
|
|
|
||||||
Assets (liabilities):
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
255
|
|
|
$
|
881
|
|
|
Cash and cash equivalents
|
Trade accounts and other receivables
–
net
|
800
|
|
|
972
|
|
|
Trade accounts and other receivables
|
||
Inventories
|
153
|
|
|
113
|
|
|
Inventories
|
||
Other current assets
|
260
|
|
|
176
|
|
|
Other current assets and deferred charges
|
||
Investments
|
6,810
|
|
|
6,552
|
|
|
Investments
|
||
Property, plant, and equipment
–
net
|
28,718
|
|
|
27,912
|
|
|
Property, plant, and equipment – net
|
||
Intangible assets
–
net
|
8,405
|
|
|
8,790
|
|
|
Intangible assets – net of accumulated amortization
|
||
Regulatory assets, deferred charges, and other noncurrent assets
|
537
|
|
|
507
|
|
|
Regulatory assets, deferred charges, and other
|
||
Accounts payable
|
(841
|
)
|
|
(957
|
)
|
|
Accounts payable
|
||
Accrued liabilities including current asset retirement obligations
|
(824
|
)
|
|
(857
|
)
|
|
Accrued liabilities
|
||
Long-term debt due within one year
|
(2
|
)
|
|
(501
|
)
|
|
Long-term debt due within one year
|
||
Long-term debt
|
(17,018
|
)
|
|
(15,996
|
)
|
|
Long-term debt
|
||
Deferred income tax liabilities
|
(15
|
)
|
|
(16
|
)
|
|
Deferred income tax liabilities
|
||
Noncurrent asset retirement obligations
|
(961
|
)
|
|
(944
|
)
|
|
Regulatory liabilities, deferred income, and other
|
||
Regulatory liabilities, deferred income, and other noncurrent liabilities
|
(3,269
|
)
|
|
(2,809
|
)
|
|
Regulatory liabilities, deferred income, and other
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Williams Partners
|
|
|
|
|
|
|
|
||||||||
Amortization of regulatory assets associated with asset retirement obligations
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
16
|
|
|
$
|
17
|
|
Accrual of regulatory liability related to overcollection of certain employee expenses
|
6
|
|
|
5
|
|
|
11
|
|
|
11
|
|
||||
Adjustments to regulatory liabilities related to Tax Reform
|
(21
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
||||
Regulatory charge per approved rates related to Tax Reform
|
6
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Gains on contract settlements and terminations
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(15
|
)
|
||||
Gain on sale of Refinery Grade Propylene Splitter
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
•
|
Other income (expense) – net
below
Operating income (loss)
includes income of
$27 million
and
$47 million
for the
three and six
months ended
June 30, 2018
, respectively, and
$19 million
and
$37 million
for the
three and six
months ended
June 30, 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
$10 million
for the
three and six
months ended
June 30, 2018
, respectively, and
$9 million
and
$37 million
for the
three and six
months ended
June 30, 2017
, respectively of income associated with a regulatory asset related to deferred taxes on equity funds used during construction. These items are reported through our Other segment.
|
•
|
Other income (expense) – net
below
Operating income (loss)
for the
six
months ended
June 30, 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. (See
Note 9 – Debt and Banking Arrangements
.) For the
six
months ended
June 30, 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.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
(36
|
)
|
|
$
|
3
|
|
State
|
—
|
|
|
2
|
|
|
1
|
|
|
8
|
|
||||
|
(17
|
)
|
|
2
|
|
|
(35
|
)
|
|
11
|
|
||||
Deferred:
|
|
|
|
|
|
|
|
||||||||
Federal
|
60
|
|
|
59
|
|
|
124
|
|
|
74
|
|
||||
State
|
9
|
|
|
4
|
|
|
18
|
|
|
17
|
|
||||
|
69
|
|
|
63
|
|
|
142
|
|
|
91
|
|
||||
Provision (benefit) for income taxes
|
$
|
52
|
|
|
$
|
65
|
|
|
$
|
107
|
|
|
$
|
102
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
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
|
$
|
135
|
|
|
$
|
81
|
|
|
$
|
287
|
|
|
$
|
454
|
|
Basic weighted-average shares
|
827,868
|
|
|
826,426
|
|
|
827,689
|
|
|
825,492
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Nonvested restricted stock units
|
1,819
|
|
|
1,499
|
|
|
1,956
|
|
|
1,402
|
|
||||
Stock options
|
420
|
|
|
650
|
|
|
506
|
|
|
637
|
|
||||
Diluted weighted-average shares
|
830,107
|
|
|
828,575
|
|
|
830,151
|
|
|
827,531
|
|
||||
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
.16
|
|
|
$
|
.10
|
|
|
$
|
.35
|
|
|
$
|
.55
|
|
Diluted
|
$
|
.16
|
|
|
$
|
.10
|
|
|
$
|
.35
|
|
|
$
|
.55
|
|
|
Pension Benefits
|
||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Components of net periodic benefit cost (credit):
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
25
|
|
|
$
|
25
|
|
Interest cost
|
12
|
|
|
14
|
|
|
23
|
|
|
29
|
|
||||
Expected return on plan assets
|
(15
|
)
|
|
(21
|
)
|
|
(31
|
)
|
|
(41
|
)
|
||||
Amortization of net actuarial loss
|
5
|
|
|
7
|
|
|
11
|
|
|
14
|
|
||||
Net actuarial loss from settlements
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Net periodic benefit cost (credit)
|
$
|
14
|
|
|
$
|
12
|
|
|
$
|
29
|
|
|
$
|
27
|
|
|
Other Postretirement Benefits
|
||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Components of net periodic benefit cost (credit):
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Interest cost
|
2
|
|
|
2
|
|
|
4
|
|
|
4
|
|
||||
Expected return on plan assets
|
(3
|
)
|
|
(3
|
)
|
|
(6
|
)
|
|
(6
|
)
|
||||
Amortization of prior service credit
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(7
|
)
|
||||
Reclassification to regulatory liability
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
||||
Net periodic benefit cost (credit)
|
$
|
(1
|
)
|
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
|
$
|
(6
|
)
|
|
June 30, 2018
|
||||||
|
Stated Capacity
|
|
Outstanding
|
||||
|
(Millions)
|
||||||
WMB
|
|
|
|
||||
Long-term credit facility
|
$
|
1,500
|
|
|
$
|
125
|
|
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
|
)
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss)
before reclassifications
|
(9
|
)
|
|
—
|
|
|
4
|
|
|
(5
|
)
|
||||
Amounts reclassified from
accumulated
other comprehensive income (loss)
|
1
|
|
|
—
|
|
|
10
|
|
|
11
|
|
||||
Other comprehensive income (loss)
|
(8
|
)
|
|
—
|
|
|
14
|
|
|
6
|
|
||||
Balance at June 30, 2018
|
$
|
(10
|
)
|
|
$
|
(1
|
)
|
|
$
|
(282
|
)
|
|
$
|
(293
|
)
|
Component
|
|
Reclassifications
|
|
Classification
|
||
|
|
(Millions)
|
|
|
||
Cash flow hedges:
|
|
|
|
|
||
Energy commodity contracts
|
|
$
|
4
|
|
|
Product sales
and
Product costs
|
|
|
|
|
|
||
Pension and other postretirement benefits:
|
|
|
|
|
||
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit)
|
|
12
|
|
|
Note 8 – Employee Benefit Plans
|
|
Total before tax
|
|
16
|
|
|
|
|
Income tax benefit
|
|
(3
|
)
|
|
Provision (benefit) for income taxes
|
|
Net of income tax
|
|
13
|
|
|
|
|
Noncontrolling interest
|
|
(2
|
)
|
|
Net income (loss) attributable to noncontrolling interests
|
|
Reclassifications during the period
|
|
$
|
11
|
|
|
|
|
|
|
|
|
|
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 June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
|
$
|
151
|
|
|
$
|
151
|
|
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives assets not designated as hedging instruments
|
|
4
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Energy derivatives liabilities designated as hedging instruments
|
|
(16
|
)
|
|
(16
|
)
|
|
(15
|
)
|
|
(1
|
)
|
|
—
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
|
(4
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other receivables
|
|
21
|
|
|
21
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, including current portion
|
|
(21,315
|
)
|
|
(22,326
|
)
|
|
—
|
|
|
(22,326
|
)
|
|
—
|
|
|||||
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
|
)
|
|
|
|
|
|
|
|
|
|
Impairments
|
||||||||
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
||||||||
|
Classification
|
|
Segment
|
|
Date of Measurement
|
|
Fair Value
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
(Millions)
|
||||||||||
Certain idle pipeline assets (1)
|
Property, plant, and equipment – net
|
|
Other
|
|
June 30, 2018
|
|
$
|
25
|
|
|
$
|
66
|
|
|
|
||
Certain olefins pipeline project (2)
|
Property, plant, and equipment – net
|
|
Other
|
|
June 30, 2017
|
|
18
|
|
|
|
|
$
|
23
|
|
|||
Fair value measurements of certain assets
|
|
|
|
|
|
|
|
|
66
|
|
|
23
|
|
||||
Other impairments and write-downs (3)
|
|
|
|
|
|
|
|
|
—
|
|
|
3
|
|
||||
Impairment of certain assets
|
|
|
|
|
|
|
|
|
$
|
66
|
|
|
$
|
26
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Relates to certain idle pipelines. The estimated fair value was determined by a market approach incorporating information derived from bids received for these assets, which are currently being marketed for sale together with certain other assets. These inputs result in a fair value measurement within Level 2 of the fair value hierarchy.
|
(2)
|
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.
|
(3)
|
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.
|
•
|
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 June 30, 2018
|
|||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
External
|
$
|
1,335
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
1,340
|
|
Internal
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
||||
Total service revenues
|
1,335
|
|
|
8
|
|
|
(3
|
)
|
|
1,340
|
|
||||
Total service revenues – commodity consideration (external only)
|
94
|
|
|
—
|
|
|
—
|
|
|
94
|
|
||||
Total product sales (external only)
|
657
|
|
|
—
|
|
|
—
|
|
|
657
|
|
||||
Total revenues
|
$
|
2,086
|
|
|
$
|
8
|
|
|
$
|
(3
|
)
|
|
$
|
2,091
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended June 30, 2017
|
|||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
External
|
$
|
1,276
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
1,282
|
|
Internal
|
1
|
|
|
3
|
|
|
(4
|
)
|
|
—
|
|
||||
Total service revenues
|
1,277
|
|
|
9
|
|
|
(4
|
)
|
|
1,282
|
|
||||
Total product sales (external only)
|
642
|
|
|
—
|
|
|
—
|
|
|
642
|
|
||||
Total revenues
|
$
|
1,919
|
|
|
$
|
9
|
|
|
$
|
(4
|
)
|
|
$
|
1,924
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2018
|
|||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
External
|
$
|
2,681
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
2,691
|
|
Internal
|
—
|
|
|
6
|
|
|
(6
|
)
|
|
—
|
|
||||
Total service revenues
|
2,681
|
|
|
16
|
|
|
(6
|
)
|
|
2,691
|
|
||||
Total service revenues – commodity consideration (external only)
|
195
|
|
|
—
|
|
|
—
|
|
|
195
|
|
||||
Total product sales (external only)
|
1,293
|
|
|
—
|
|
|
—
|
|
|
1,293
|
|
||||
Total revenues
|
$
|
4,169
|
|
|
$
|
16
|
|
|
$
|
(6
|
)
|
|
$
|
4,179
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2017
|
|||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
|
|
|
|
|
|
|
||||||||
External
|
$
|
2,532
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
2,543
|
|
Internal
|
1
|
|
|
6
|
|
|
(7
|
)
|
|
—
|
|
||||
Total service revenues
|
2,533
|
|
|
17
|
|
|
(7
|
)
|
|
2,543
|
|
||||
Total product sales (external only)
|
1,369
|
|
|
—
|
|
|
—
|
|
|
1,369
|
|
||||
Total revenues
|
$
|
3,902
|
|
|
$
|
17
|
|
|
$
|
(7
|
)
|
|
$
|
3,912
|
|
|
|
|
|
|
|
|
|
|
Williams
Partners
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
June 30, 2018
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
45,938
|
|
|
$
|
550
|
|
|
$
|
(114
|
)
|
|
$
|
46,374
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
45,903
|
|
|
$
|
589
|
|
|
$
|
(140
|
)
|
|
$
|
46,352
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Modified EBITDA by segment:
|
|
|
|
|
|
|
|
||||||||
Williams Partners
|
$
|
1,115
|
|
|
$
|
1,076
|
|
|
$
|
2,222
|
|
|
$
|
2,208
|
|
Other
|
(57
|
)
|
|
(17
|
)
|
|
(44
|
)
|
|
1
|
|
||||
|
1,058
|
|
|
1,059
|
|
|
2,178
|
|
|
2,209
|
|
||||
Accretion expense associated with asset retirement obligations for nonregulated operations
|
(10
|
)
|
|
(9
|
)
|
|
(18
|
)
|
|
(16
|
)
|
||||
Depreciation and amortization expenses
|
(434
|
)
|
|
(433
|
)
|
|
(865
|
)
|
|
(875
|
)
|
||||
Equity earnings (losses)
|
92
|
|
|
125
|
|
|
174
|
|
|
232
|
|
||||
Other investing income (loss) – net
|
68
|
|
|
2
|
|
|
72
|
|
|
274
|
|
||||
Proportional Modified EBITDA of equity-method investments
|
(178
|
)
|
|
(215
|
)
|
|
(347
|
)
|
|
(409
|
)
|
||||
Interest expense
|
(275
|
)
|
|
(271
|
)
|
|
(548
|
)
|
|
(551
|
)
|
||||
(Provision) benefit for income taxes
|
(52
|
)
|
|
(65
|
)
|
|
(107
|
)
|
|
(102
|
)
|
||||
Net income (loss)
|
$
|
269
|
|
|
$
|
193
|
|
|
$
|
539
|
|
|
$
|
762
|
|
•
|
Unexpected delays or the inability to consummate the WPZ Merger;
|
•
|
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 (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;
|
•
|
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
June 30, |
|
|
|
|
|
Six Months Ended
June 30, |
|
|
|
|
||||||||||||||||
|
2018
|
|
2017
|
|
$ Change*
|
|
% Change*
|
|
2018
|
|
2017
|
|
$ Change*
|
|
% Change*
|
||||||||||||
|
(Millions)
|
|
|
|
|
|
(Millions)
|
|
|
|
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
1,340
|
|
|
$
|
1,282
|
|
|
+58
|
|
|
+5
|
%
|
|
$
|
2,691
|
|
|
$
|
2,543
|
|
|
+148
|
|
|
+6
|
%
|
Service revenues – commodity consideration
|
94
|
|
|
—
|
|
|
+94
|
|
|
NM
|
|
|
195
|
|
|
—
|
|
|
+195
|
|
|
NM
|
|
||||
Product sales
|
657
|
|
|
642
|
|
|
+15
|
|
|
+2
|
%
|
|
1,293
|
|
|
1,369
|
|
|
-76
|
|
|
-6
|
%
|
||||
Total revenues
|
2,091
|
|
|
1,924
|
|
|
|
|
|
|
4,179
|
|
|
3,912
|
|
|
|
|
|
||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product costs
|
636
|
|
|
537
|
|
|
-99
|
|
|
-18
|
%
|
|
1,249
|
|
|
1,116
|
|
|
-133
|
|
|
-12
|
%
|
||||
Processing commodity expenses
|
26
|
|
|
—
|
|
|
-26
|
|
|
NM
|
|
|
61
|
|
|
—
|
|
|
-61
|
|
|
NM
|
|
||||
Operating and maintenance expenses
|
388
|
|
|
392
|
|
|
+4
|
|
|
+1
|
%
|
|
745
|
|
|
763
|
|
|
+18
|
|
|
+2
|
%
|
||||
Depreciation and amortization expenses
|
434
|
|
|
433
|
|
|
-1
|
|
|
—
|
%
|
|
865
|
|
|
875
|
|
|
+10
|
|
|
+1
|
%
|
||||
Selling, general, and administrative expenses
|
130
|
|
|
153
|
|
|
+23
|
|
|
+15
|
%
|
|
262
|
|
|
314
|
|
|
+52
|
|
|
+17
|
%
|
||||
Impairment of certain assets
|
66
|
|
|
25
|
|
|
-41
|
|
|
-164
|
%
|
|
66
|
|
|
26
|
|
|
-40
|
|
|
-154
|
%
|
||||
Other (income) expense – net
|
1
|
|
|
6
|
|
|
+5
|
|
|
+83
|
%
|
|
30
|
|
|
10
|
|
|
-20
|
|
|
-200
|
%
|
||||
Total costs and expenses
|
1,681
|
|
|
1,546
|
|
|
|
|
|
|
3,278
|
|
|
3,104
|
|
|
|
|
|
||||||||
Operating income (loss)
|
410
|
|
|
378
|
|
|
|
|
|
|
901
|
|
|
808
|
|
|
|
|
|
||||||||
Equity earnings (losses)
|
92
|
|
|
125
|
|
|
-33
|
|
|
-26
|
%
|
|
174
|
|
|
232
|
|
|
-58
|
|
|
-25
|
%
|
||||
Other investing income (loss) – net
|
68
|
|
|
2
|
|
|
+66
|
|
|
NM
|
|
|
72
|
|
|
274
|
|
|
-202
|
|
|
-74
|
%
|
||||
Interest expense
|
(275
|
)
|
|
(271
|
)
|
|
-4
|
|
|
-1
|
%
|
|
(548
|
)
|
|
(551
|
)
|
|
+3
|
|
|
+1
|
%
|
||||
Other income (expense) – net
|
26
|
|
|
24
|
|
|
+2
|
|
|
+8
|
%
|
|
47
|
|
|
101
|
|
|
-54
|
|
|
-53
|
%
|
||||
Income (loss) before income taxes
|
321
|
|
|
258
|
|
|
|
|
|
|
646
|
|
|
864
|
|
|
|
|
|
||||||||
Provision (benefit) for income taxes
|
52
|
|
|
65
|
|
|
+13
|
|
|
+20
|
%
|
|
107
|
|
|
102
|
|
|
-5
|
|
|
-5
|
%
|
||||
Net income (loss)
|
269
|
|
|
193
|
|
|
|
|
|
|
539
|
|
|
762
|
|
|
|
|
|
||||||||
Less: Net income (loss) attributable to noncontrolling interests
|
134
|
|
|
112
|
|
|
-22
|
|
|
-20
|
%
|
|
252
|
|
|
308
|
|
|
+56
|
|
|
+18
|
%
|
||||
Net income (loss) attributable to The Williams Companies, Inc.
|
$
|
135
|
|
|
$
|
81
|
|
|
|
|
|
|
$
|
287
|
|
|
$
|
454
|
|
|
|
|
|
|
*
|
+ = 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
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Service revenues
|
$
|
1,335
|
|
|
$
|
1,277
|
|
|
$
|
2,681
|
|
|
$
|
2,533
|
|
Service revenues - commodity consideration
|
94
|
|
|
—
|
|
|
195
|
|
|
—
|
|
||||
Product sales
|
657
|
|
|
642
|
|
|
1,293
|
|
|
1,369
|
|
||||
Segment revenues
|
2,086
|
|
|
1,919
|
|
|
4,169
|
|
|
3,902
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Product costs
|
(636
|
)
|
|
(537
|
)
|
|
(1,249
|
)
|
|
(1,116
|
)
|
||||
Processing commodity expenses
|
(26
|
)
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
||||
Other segment costs and expenses
|
(487
|
)
|
|
(521
|
)
|
|
(984
|
)
|
|
(987
|
)
|
||||
Proportional Modified EBITDA of equity-method investments
|
178
|
|
|
215
|
|
|
347
|
|
|
409
|
|
||||
Williams Partners Modified EBITDA
|
$
|
1,115
|
|
|
$
|
1,076
|
|
|
$
|
2,222
|
|
|
$
|
2,208
|
|
|
|
|
|
|
|
|
|
||||||||
NGL margin
|
$
|
62
|
|
|
$
|
42
|
|
|
$
|
127
|
|
|
$
|
93
|
|
Olefin margin
|
—
|
|
|
51
|
|
|
—
|
|
|
124
|
|
•
|
A $50 million increase in Transco’s natural gas transportation fee revenues driven by expansion projects placed in service in 2017 and 2018;
|
•
|
A $23 million increase in gathering and processing revenues across most of our operating areas including Susquehanna Supply Hub, Ohio Valley Midstream, and the Haynesville Shale region primarily due to higher volumes resulting from increased production from customers, partially offset by lower gathering volumes primarily in the Eagle Ford region;
|
•
|
Offsetting changes primarily associated with implementing the new revenue guidance under ASC 606, including a $30 million decrease related to lower amortization of deferred revenue associated with the up-front cash payments received in conjunction with the fourth quarter 2016 Barnett Shale and Mid-Continent contract restructurings, offset by a $17 million increase related to the earlier recognition of revenues associated with MVCs and a $13 million increase related to other deferred revenue amortization primarily in the Permian basin;
|
•
|
A $7 million decrease at Northwest Pipeline primarily due to the reduction of its rates as a result of a rate case settlement that became effective January 1, 2018.
|
•
|
A $102 million increase in marketing revenues primarily due to $169 million higher NGL marketing revenues reflecting both higher prices and volumes, partially offset by a $40 million decrease in crude oil marketing revenues, as well as a $25 million decrease in propylene 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 $21 million increase in system management gas sales, partially due to the implementation of ASC 606. System management gas sales are more than offset in
Product costs
and, therefore, have little impact to Modified EBITDA;
|
•
|
A $120 million decrease in olefin sales associated with the absence of volumes due to the sale of our olefin operations.
|
•
|
A $51 million decrease in olefin product margins due to the absence of volumes resulting from the 2017 sales of our olefin operations;
|
•
|
A $20 million increase in NGL product margins, which is substantially due to $19 million in higher non-ethane margins, driven primarily by higher non-ethane prices and lower natural gas prices;
|
•
|
A $17 million increase in marketing margins due to increasing commodity prices.
|
•
|
A $114 million increase in Transco’s natural gas transportation fee revenues primarily due to a $107 million increase associated with expansion projects placed in service in 2017 and 2018;
|
•
|
A $59 million increase in gathering and processing revenues across most of our operating areas primarily resulting from increased production from customers, including the Haynesville Shale region, Susquehanna Supply Hub, and Ohio Valley Midstream, as well as higher rates in certain areas including the Piceance region;
|
•
|
Nearly offsetting changes primarily associated with implementing the new revenue guidance under ASC 606, including a $59 million decrease related to lower amortization of deferred revenue associated with the up-front cash payments received in conjunction with the fourth quarter 2016 Barnett Shale and Mid-Continent contract restructurings, offset by a $34 million increase related to the earlier recognition of revenues associated with MVCs and a $24 million increase related to other deferred revenue amortization primarily in the Permian basin;
|
•
|
A $15 million decrease at Northwest Pipeline primarily due to the reduction of its rates as a result of a rate case settlement that became effective January 1, 2018.
|
•
|
A $267 million decrease in olefin sales associated with the absence of volumes due to the sale of our olefin operations;
|
•
|
A $108 million increase in marketing revenues primarily due to $267 million higher NGL marketing revenues reflecting both higher prices and volumes, partially offset by a $90 million decrease in crude oil marketing revenues, as well as a $63 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 $60 million increase in system management gas sales, partially due to the implementation of ASC 606. System management gas sales are more than offset in
Product costs
and, therefore, have little impact to Modified EBITDA.
|
•
|
A $124 million decrease in olefin product margins due to the absence of volumes resulting from the 2017 sales of our olefin operations;
|
•
|
A $34 million increase in NGL product margins, which is substantially due to $32 million in higher non-ethane margins, driven primarily by higher non-ethane prices and lower natural gas prices;
|
•
|
A $17 million increase in marketing margins due to increasing commodity prices.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Other Modified EBITDA
|
$
|
(57
|
)
|
|
$
|
(17
|
)
|
|
$
|
(44
|
)
|
|
$
|
1
|
|
|
|
|
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
|
|
*
|
Following the expected completion of the previously discussed WPZ Merger in the third quarter of 2018, these sources and uses of liquidity will no longer be applicable, and all of the remaining sources and uses of liquidity would be applicable to WMB only.
|
|
June 30, 2018
|
||||||||||
Available Liquidity
|
WPZ
|
|
WMB
|
|
Total
|
||||||
|
(Millions)
|
||||||||||
Cash and cash equivalents
|
$
|
255
|
|
|
$
|
20
|
|
|
$
|
275
|
|
Capacity available under our $1.5 billion credit facility (1)
|
|
|
1,375
|
|
|
1,375
|
|
||||
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
|
|
||||
|
$
|
3,755
|
|
|
$
|
1,395
|
|
|
$
|
5,150
|
|
|
(1)
|
Through
June 30, 2018
, the highest amount outstanding under our credit facility during 2018 was $290 million. At
June 30, 2018
, we were in compliance with the financial covenants associated with this credit facility. Borrowing capacity available under this facility as of July 31, 2018, was $1.315 billion. In July 2018, we along with Transco and Northwest Pipeline entered into a new unsecured revolving credit agreement with aggregate commitments available of $4.5 billion under the credit facility, which will become effective once the previously discussed WPZ Merger closes. See
Note 9 – Debt and Banking Arrangements
of Notes to Consolidated Financial Statements for additional information.
|
(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
June 30, 2018
, no amount was outstanding under WPZ’s commercial paper program and credit facility during 2018. At
June 30, 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 July 31, 2018, was $3.5 billion.
|
|
|
Rating Agency
|
|
Outlook
|
|
Senior Unsecured
Debt Rating
|
|
Corporate
Credit Rating
|
WMB:
|
|
S&P Global Ratings
|
|
Credit Watch with Positive Implications
|
|
BB+
|
|
BB+
|
|
|
Moody’s Investors Service
|
|
Ratings Under Review for Upgrade
|
|
Ba2
|
|
N/A
|
|
|
Fitch Ratings
|
|
Rating Watch Positive
|
|
BB+
|
|
N/A
|
|
|
|
|
|
|
|
|
|
WPZ:
|
|
S&P Global Ratings
|
|
Negative
|
|
BBB
|
|
BBB
|
|
|
Moody’s Investors Service
|
|
Stable
|
|
Baa3
|
|
N/A
|
|
|
Fitch Ratings
|
|
Positive
|
|
BBB-
|
|
N/A
|
|
Cash Flow
|
|
Six Months Ended
June 30, |
||||||
|
Category
|
|
2018
|
|
2017
|
||||
|
|
|
(Millions)
|
||||||
Sources of cash and cash equivalents:
|
|
|
|
|
|
||||
Operating activities – net
|
Operating
|
|
$
|
1,585
|
|
|
$
|
1,526
|
|
Proceeds from long-term debt (see Note 9)
|
Financing
|
|
1,814
|
|
|
1,698
|
|
||
Proceeds from our credit-facility borrowings
|
Financing
|
|
365
|
|
|
945
|
|
||
Contributions in aid of construction
|
Investing
|
|
339
|
|
|
194
|
|
||
Proceeds from equity issuances
|
Financing
|
|
11
|
|
|
2,125
|
|
||
Proceeds from dispositions of equity-method investments (see Note 4)
|
Investing
|
|
—
|
|
|
200
|
|
||
|
|
|
|
|
|
||||
Uses of cash and cash equivalents:
|
|
|
|
|
|
||||
Capital expenditures
|
Investing
|
|
(1,890
|
)
|
|
(1,056
|
)
|
||
Payments of long-term debt (see Note 9)
|
Financing
|
|
(1,251
|
)
|
|
(1,535
|
)
|
||
Dividends paid
|
Financing
|
|
(563
|
)
|
|
(496
|
)
|
||
Payments on our credit-facility borrowings
|
Financing
|
|
(510
|
)
|
|
(1,175
|
)
|
||
Dividends and distributions paid to noncontrolling interests
|
Financing
|
|
(356
|
)
|
|
(447
|
)
|
||
Purchases of and contributions to equity-method investments
|
Investing
|
|
(91
|
)
|
|
(79
|
)
|
||
Payments of WPZ’s commercial paper – net
|
Financing
|
|
—
|
|
|
(93
|
)
|
||
|
|
|
|
|
|
||||
Other sources / (uses) – net
|
Financing and Investing
|
|
(77
|
)
|
|
(59
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
|
|
$
|
(624
|
)
|
|
$
|
1,748
|
|
•
|
The delivery of the joint consent statement/proxy statement/prospectus to holders of WPZ Units at least 20 business days prior to the closing;
|
•
|
The delivery of the written consent in which WPZ unit holders holding a majority of the WPZ Units outstanding approve and adopt the WPZ Merger Agreement and the WPZ Merger in accordance with applicable law;
|
•
|
The effectiveness of the registration statement of which the joint consent statement/proxy statement/prospectus forms a part;
|
•
|
The approval for listing on the NYSE of our common stock to be issued in the WPZ Merger, subject to official notice of issuance;
|
•
|
The absence of any decree, order, injunction, or law that prohibits the WPZ Merger or makes the WPZ Merger unlawful;
|
•
|
The approval by our stockholders of (i) the Charter Amendment and (ii) the issuance of our common stock in the WPZ Merger pursuant to the WPZ Merger Agreement, each having been obtained in accordance with applicable law and our governing documents.
|
•
|
Certain fundamental representations and warranties of the other party relating to organization and existence, authorization to enter into the WPZ Merger Agreement and to complete the transactions contemplated thereby, and capitalization being true and correct as of the closing in all material respects;
|
•
|
The representations and warranties of the other party relating to the absence of changes that would have a material adverse effect on such party and the absence of material damage, destruction, or loss to any material portion of assets of such party or its subsidiaries being true and correct as of the closing;
|
•
|
All other representations and warranties of the other party being true and correct as of the closing, other than certain failures to be true and correct that would not in the aggregate result in a material adverse effect on the party making the representation or warranty;
|
•
|
The other party having performed or complied with all agreements and covenants required to be performed by it under the WPZ Merger Agreement in all material respects.
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
2.1+
|
|
—
|
|
|
2.2
|
|
—
|
|
|
2.3+
|
|
—
|
|
|
2.4+
|
|
—
|
|
|
3.1
|
|
—
|
|
|
3.2
|
|
—
|
|
|
3.3
|
|
—
|
|
|
10.1
|
|
—
|
|
|
10.2*
|
|
—
|
|
|
12*
|
|
—
|
|
|
31.1*
|
|
—
|
|
|
31.2*
|
|
—
|
|
|
32**
|
|
—
|
|
|
101.INS*
|
|
—
|
|
XBRL Instance Document.
|
101.SCH*
|
|
—
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL*
|
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
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)
|
|
Six Months Ended
|
||
|
June 30, 2018
|
||
|
(Millions)
|
||
Earnings:
|
|
||
Income (loss) before income taxes
|
$
|
646
|
|
Less: Equity earnings
|
(174
|
)
|
|
Income (loss) before income taxes and equity earnings
|
472
|
|
|
Add:
|
|
||
Fixed charges:
|
|
||
Interest incurred (1)
|
570
|
|
|
Rental expense representative of interest factor
|
8
|
|
|
Total fixed charges
|
578
|
|
|
Distributed income of equity-method investees
|
316
|
|
|
Less:
|
|
||
Interest capitalized
|
(22
|
)
|
|
Total earnings as adjusted
|
$
|
1,344
|
|
Fixed charges
|
$
|
578
|
|
Ratio of earnings to fixed charges
|
2.33
|
|
|
(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.
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/s/ John D. Chandler
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John D. Chandler
|
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Senior Vice President and Chief Financial Officer
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(Principal Financial Officer)
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/s/ Alan S. Armstrong
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Alan S. Armstrong
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President and Chief Executive Officer
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August 2, 2018
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/s/ John D. Chandler
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John D. Chandler
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Senior Vice President and Chief Financial Officer
|
August 2, 2018
|