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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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(IRS Employer
Identification No.)
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One Williams Center
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Tulsa
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Oklahoma
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74172
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $1.00 par value
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WMB
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New York Stock Exchange
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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•
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Fee-based: We are paid a fee based on the volume of natural gas processed, generally measured in the Btu heating value. A portion of our fee-based processing revenue includes a share of the margins on the NGLs produced. For the year ended December 31, 2019, 80 percent of our NGL production volumes were under fee-based contracts.
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•
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Noncash commodity-based: We also process gas under two types of commodity-based contracts, keep-whole and percent-of-liquids, where we receive consideration for our services in the form of NGLs. For a keep-whole arrangement we replace the Btu content of the retained NGLs with natural gas purchases, also known as shrink replacement gas. For a percent-of-liquids arrangement, we deliver an agreed-upon percentage of the extracted NGLs and retain the remainder. Retained NGLs are referred to as our equity NGL production. For the year ended December 31, 2019, 20 percent of our NGL production volumes were under noncash commodity-based contracts.
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•
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Obstacles to our expansion efforts, including delays or denials of necessary permits and opposition to hydrocarbon-based energy development;
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•
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Producer drilling activities impacting natural gas supplies supporting our gathering and processing volumes;
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•
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Retaining and attracting customers by continuing to provide reliable services;
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•
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Revenue growth associated with additional infrastructure either completed or currently under construction;
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•
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Prices impacting our commodity-based activities;
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•
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Disciplined growth in our service areas.
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•
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Transmission & Gulf of Mexico is comprised of our interstate natural gas pipelines, Transco and Northwest Pipeline, as well as natural gas gathering, processing, and treating assets and crude oil production handling and transportation assets in the Gulf Coast region, including a 51 percent interest in Gulfstar One (a consolidated variable interest entity), which is a proprietary floating production system, and various petrochemical and feedstock pipelines in the Gulf Coast region, a 50 percent equity-method investment in Gulfstream, and a 60 percent equity-method investment in Discovery.
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•
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Northeast G&P is comprised of our midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania, New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in our Northeast JV (a consolidated variable interest entity) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal (a consolidated variable interest entity) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain, a 58 percent equity-method investment in Caiman II, and Appalachia Midstream Services, LLC, which owns equity-method investments with an approximate average 66 percent interest in multiple gas gathering systems in the Marcellus Shale (Appalachia Midstream Investments).
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•
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West is comprised of our gas gathering, processing, and treating operations in the Rocky Mountain region of Colorado and Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of northwest Louisiana, and the Mid-Continent region which includes the Anadarko, Arkoma, and Permian basins. This segment also includes our NGL and natural gas marketing business, storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, a 50 percent equity-method investment in OPPL, a 50 percent equity-method investment in RMM, and a 15 percent equity-method investment in Brazos Permian II.
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•
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Other includes minor business activities that are not operating segments, as well as corporate operations.
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Offshore Natural Gas Pipelines
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||||||||
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Inlet
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Pipeline
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Capacity
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Ownership
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Location
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Miles
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(Bcf/d)
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Interest
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Supply Basins
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Consolidated:
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Canyon Chief, including Blind Faith and Gulfstar extensions
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Deepwater Gulf of Mexico
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156
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0.5
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100%
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Eastern Gulf of Mexico
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Other Eastern Gulf
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Offshore shelf and other
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46
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0.2
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100%
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Eastern Gulf of Mexico
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Seahawk
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Deepwater Gulf of Mexico
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115
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0.4
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100%
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Western Gulf of Mexico
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Perdido Norte
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Deepwater Gulf of Mexico
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105
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0.3
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100%
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Western Gulf of Mexico
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Norphlet
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Deepwater Gulf of Mexico
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58
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0.3
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100%
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Eastern Gulf of Mexico
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Other Western Gulf
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Offshore shelf and other
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103
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0.4
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100%
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Western Gulf of Mexico
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Non-consolidated: (1)
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Discovery
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Central Gulf of Mexico
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594
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0.6
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60%
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Western Gulf of Mexico
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Natural Gas Processing Facilities
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NGL
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Inlet
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Production
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Capacity
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Capacity
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Ownership
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Location
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(Bcf/d)
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(Mbbls/d)
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Interest
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Supply Basins
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Consolidated:
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Markham
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Markham, TX
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0.5
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45
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100%
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Western Gulf of Mexico
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Mobile Bay
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Coden, AL
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0.7
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35
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100%
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Eastern Gulf of Mexico
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Non-consolidated: (1)
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Discovery
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Larose, LA
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0.6
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32
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60%
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Western Gulf of Mexico
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(1)
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Includes 100 percent of the statistics associated with operated equity-method investments.
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Crude Oil Pipelines
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Pipeline
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Capacity
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Ownership
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Miles
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(Mbbls/d)
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Interest
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Supply Basins
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Consolidated:
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|||||||||
Mountaineer, including Blind Faith and Gulfstar extensions
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155
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150
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100%
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Eastern Gulf of Mexico
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BANJO
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57
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90
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100%
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Western Gulf of Mexico
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Alpine
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96
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85
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100%
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Western Gulf of Mexico
|
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Perdido Norte
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74
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150
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100%
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Western Gulf of Mexico
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Production Handling Platforms
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Crude/NGL
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Gas Inlet
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Handling
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Capacity
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Capacity
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Ownership
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(MMcf/d)
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(Mbbls/d)
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Interest
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Supply Basins
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Consolidated:
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Devils Tower
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110
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60
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100%
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Eastern Gulf of Mexico
|
|||
Gulfstar I FPS (1)
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172
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80
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51%
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Eastern Gulf of Mexico
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|||
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Non-consolidated: (2)
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Discovery
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75
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10
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60%
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Western Gulf of Mexico
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(1)
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Statistics reflect 100 percent of the assets from our 51 percent interest in Gulfstar One.
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(2)
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Includes 100 percent of the statistics associated with operated equity-method investments.
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2019
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2018
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2017
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Volumes:
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Interstate natural gas pipeline throughput (Tbtu)
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5,593
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5,129
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4,533
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Gathering volumes (Bcf/d) - Consolidated
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0.25
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0.26
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0.31
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Gathering volumes (Bcf/d) - Non-consolidated (1)
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0.36
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0.26
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0.44
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Plant inlet natural gas volumes (Bcf/d) - Consolidated
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0.54
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0.50
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0.55
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Plant inlet natural gas volumes (Bcf/d) - Non-consolidated (1)
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0.36
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0.27
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0.43
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NGL production (Mbbls/d) - Consolidated (2)
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32
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32
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33
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NGL production (Mbbls/d) - Non-consolidated (1) (2)
|
25
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20
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21
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NGL equity sales (Mbbls/d) - Consolidated (2)
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7
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6
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9
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NGL equity sales (Mbbls/d) - Non-consolidated (1) (2)
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6
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4
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5
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Crude oil transportation (Mbbls/d) - Consolidated (2)
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136
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|
140
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134
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(1)
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Includes 100 percent of the volumes associated with operated equity-method investments.
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(2)
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Annual average Mbbls/d.
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|
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Natural Gas Gathering Assets
|
||||||||
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Inlet
|
|
|
|
|
|
|
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Pipeline
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Capacity
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Ownership
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|
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|
Location
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|
Miles
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|
(Bcf/d)
|
|
Interest
|
|
Supply Basins
|
|
|
|
|
|
|
|
|
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|
|
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
Ohio Valley Midstream (1)
|
|
Ohio, West Virginia, & Pennsylvania
|
|
216
|
|
0.8
|
|
65%
|
|
Appalachian
|
Utica East Ohio Midstream (1)
|
|
Ohio
|
|
53
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|
0.4
|
|
65%
|
|
Appalachian
|
Susquehanna Supply Hub
|
|
Pennsylvania & New York
|
|
451
|
|
4.3
|
|
100%
|
|
Appalachian
|
Cardinal (1)
|
|
Ohio
|
|
365
|
|
0.9
|
|
66%
|
|
Appalachian
|
Flint
|
|
Ohio
|
|
95
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|
0.5
|
|
100%
|
|
Appalachian
|
Beaver Creek
|
|
Pennsylvania
|
|
41
|
|
0.1
|
|
100%
|
|
Appalachian
|
|
|
|
|
|
|
|
|
|
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Non-consolidated: (2)
|
|
|
|
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|
|
|
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|
Bradford Supply Hub
|
|
Pennsylvania
|
|
726
|
|
3.7
|
|
66%
|
|
Appalachian
|
Marcellus South
|
|
Pennsylvania & West Virginia
|
|
306
|
|
0.9
|
|
68%
|
|
Appalachian
|
Laurel Mountain
|
|
Pennsylvania
|
|
2,053
|
|
0.7
|
|
69%
|
|
Appalachian
|
|
|
Natural Gas Processing Facilities
|
||||||||
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|
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|
|
NGL
|
|
|
|
|
|
|
|
|
Inlet
|
|
Production
|
|
|
|
|
|
|
|
|
Capacity
|
|
Capacity
|
|
Ownership
|
|
|
|
|
Location
|
|
(Bcf/d)
|
|
(Mbbls/d)
|
|
Interest
|
|
Supply Basins
|
|
|
|
|
|
|
|
|
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|
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Consolidated:
|
|
|
|
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|
|
|
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|
|
Fort Beeler
|
|
Marshall County, WV
|
|
0.5
|
|
62
|
|
65%
|
|
Appalachian
|
Oak Grove
|
|
Marshall County, WV
|
|
0.4
|
|
50
|
|
65%
|
|
Appalachian
|
Kensington
|
|
Columbiana Co., OH
|
|
0.6
|
|
68
|
|
65%
|
|
Appalachian
|
Leesville
|
|
Carroll Co., OH
|
|
0.2
|
|
18
|
|
65%
|
|
Appalachian
|
(1)
|
Statistics reflect 100 percent of the assets from our 65 percent ownership in our Northeast JV and 66 percent ownership of Cardinal gathering system.
|
(2)
|
Includes 100 percent of the statistics associated with operated equity-method investments.
|
|
|
2019
|
|
2018
|
|
2017
|
||
|
|
|
|
|
|
|
||
Volumes:
|
|
|
|
|
|
|
||
Gathering (Bcf/d) - Consolidated (1)
|
|
4.24
|
|
|
3.63
|
|
|
3.31
|
Gathering (Bcf/d) - Non-consolidated (2)
|
|
4.29
|
|
|
3.76
|
|
|
3.55
|
Plant inlet natural gas (Bcf/d) - Consolidated (1)
|
|
1.04
|
|
|
0.52
|
|
|
0.43
|
NGL production (Mbbls/d) (3)
|
|
76
|
|
|
46
|
|
|
38
|
(1)
|
Includes volumes associated with Susquehanna Supply Hub, the Northeast JV, and Utica Supply Hub, all of which are consolidated.
|
(2)
|
Includes 100 percent of the volumes associated with operated equity-method investments, including the Laurel Mountain Midstream partnership; and the Bradford Supply Hub and a portion of the Marcellus South Supply Hub within Appalachia Midstream Investments. Volumes handled by Blue Racer Midstream, LLC (Blue Racer), (gathering and processing), which we do not operate, are not included.
|
(3)
|
Annual average Mbbls/d.
|
|
|
|
Natural Gas Gathering Assets
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location
|
|
Pipeline Miles
|
|
Inlet Capacity (Bcf/d)
|
|
Ownership Interest
|
|
Supply Basins/Shale Formations
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
Wamsutter
|
|
Wyoming
|
|
2,265
|
|
0.7
|
|
100%
|
|
Wamsutter
|
|
Southwest Wyoming
|
|
Wyoming
|
|
1,614
|
|
0.5
|
|
100%
|
|
Southwest Wyoming
|
|
Piceance
|
|
Colorado
|
|
352
|
|
1.8
|
|
(2)
|
|
Piceance
|
|
Barnett Shale
|
|
Texas
|
|
845
|
|
0.8
|
|
100%
|
|
Barnett Shale
|
|
Eagle Ford Shale
|
|
Texas
|
|
1,275
|
|
0.6
|
|
100%
|
|
Eagle Ford Shale
|
|
Haynesville Shale
|
|
Louisiana
|
|
626
|
|
1.8
|
|
100%
|
|
Haynesville Shale
|
|
Permian
|
|
Texas
|
|
100
|
|
0.1
|
|
100%
|
|
Permian
|
|
Mid-Continent
|
|
Oklahoma & Texas
|
|
2,248
|
|
0.9
|
|
100%
|
|
Miss-Lime, Granite Wash, Colony Wash, Arkoma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-consolidated: (1)
|
|
|
|
|
|
|
|
|
|
|
|
Rocky Mountain Midstream
|
|
Colorado
|
|
192
|
|
0.6
|
|
50%
|
|
Denver-Julesburg
|
(1)
|
Includes 100 percent of the statistics associated with an operated equity-method investment.
|
(2)
|
Includes our 60 percent ownership of a gathering system in the Ryan Gulch area with 140 miles of pipeline and 0.2 Bcf/d of inlet capacity, and our 67 percent ownership of a gathering system at Allen Point with 8 miles of pipeline and 0.1 Bcf/d of inlet capacity. We operate both systems. We own and operate 100 percent of the balance of the Piceance gathering assets.
|
|
|
|
Natural Gas Processing Facilities
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NGL
|
|
|
|
|
|
|
|
|
|
Inlet
|
|
Production
|
|
|
|
|
|
|
|
|
|
Capacity
|
|
Capacity
|
|
Ownership
|
|
|
|
|
|
Location
|
|
(Bcf/d)
|
|
(Mbbls/d)
|
|
Interest
|
|
Supply Basins
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated:
|
|
|
|
|
|
|
|
|
|
|
|
Echo Springs
|
|
Echo Springs, WY
|
|
0.7
|
|
58
|
|
100%
|
|
Wamsutter
|
|
Opal
|
|
Opal, WY
|
|
1.1
|
|
47
|
|
100%
|
|
Southwest Wyoming
|
|
Willow Creek
|
|
Rio Blanco County, CO
|
|
0.5
|
|
30
|
|
100%
|
|
Piceance
|
|
Parachute
|
|
Garfield County, CO
|
|
1.1
|
|
6
|
|
100%
|
|
Piceance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-consolidated: (1)
|
|
|
|
|
|
|
|
|
|
|
|
Fort Lupton
|
|
Colorado
|
|
0.2
|
|
50
|
|
50%
|
|
Denver-Julesburg
|
|
Keenesburg I
|
|
Colorado
|
|
0.2
|
|
40
|
|
50%
|
|
Denver-Julesburg
|
(1)
|
Includes 100 percent of the statistics associated with operated equity-method investments.
|
|
|
2019
|
|
2018
|
|
2017
|
|||
|
|
|
|
|
|
|
|||
Volumes:
|
|
|
|
|
|
|
|||
Gathering (Bcf/d) - Consolidated
|
|
3.52
|
|
|
4.27
|
|
|
4.53
|
|
Gathering (Bcf/d) - Non-consolidated (1)
|
|
0.20
|
|
|
0.08
|
|
|
—
|
|
Plant inlet natural gas (Bcf/d) - Consolidated
|
|
1.48
|
|
|
2.01
|
|
|
2.07
|
|
Plant inlet natural gas (Bcf/d) - Non-consolidated (1)
|
|
0.08
|
|
|
0.08
|
|
|
—
|
|
NGL production (Mbbls/d) - Consolidated (2)
|
|
54
|
|
|
84
|
|
|
77
|
|
NGL production (Mbbls/d) - Non-consolidated (1) (2)
|
|
12
|
|
|
3
|
|
|
—
|
|
NGL equity sales (Mbbls/d) - Consolidated (2)
|
|
22
|
|
|
33
|
|
|
29
|
|
(1)
|
Includes 100 percent of the volumes associated with operated equity-method investments, including RMM and Jackalope. Jackalope was a consolidated entity in 2017 and first- and second-quarter 2018, an equity-method investment during third- and fourth-quarter 2018 as well as first-quarter 2019, and sold effective with second-quarter 2019.
|
(2)
|
Annual average Mbbls/d.
|
•
|
Costs of providing service, including depreciation expense;
|
•
|
Allowed rate of return, including the equity component of the capital structure and related income taxes;
|
•
|
Contract and volume throughput assumptions.
|
•
|
Leakage from gathering systems, underground gas storage caverns, pipelines, processing or treating facilities, transportation facilities, and storage tanks;
|
•
|
Damage to facilities resulting from accidents during normal operations;
|
•
|
Damages to onshore and offshore equipment and facilities resulting from storm events or natural disasters;
|
•
|
Blowouts, cratering, and explosions.
|
•
|
Levels of dividends to Williams stockholders;
|
•
|
Future credit ratings of Williams and its affiliates;
|
•
|
Amounts and nature of future capital expenditures;
|
•
|
Expansion and growth of our business and operations;
|
•
|
Expected in-service dates for capital projects;
|
•
|
Financial condition and liquidity;
|
•
|
Business strategy;
|
•
|
Cash flow from operations or results of operations;
|
•
|
Seasonality of certain business components;
|
•
|
Natural gas and natural gas liquids prices, supply, and demand;
|
•
|
Demand for our services.
|
•
|
Availability of supplies, market demand, and volatility of prices;
|
•
|
Development and rate of adoption of alternative energy sources;
|
•
|
The impact of existing and future laws and regulations, the regulatory environment, environmental liabilities, and litigation, as well as our ability to obtain necessary permits and approvals, and achieve favorable rate proceeding outcomes;
|
•
|
Our exposure to the credit risk of our customers and counterparties;
|
•
|
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, and to consummate asset sales on acceptable terms;
|
•
|
Whether we are able to successfully identify, evaluate, and timely execute our capital projects and investment opportunities;
|
•
|
The strength and financial resources of our competitors and the effects of competition;
|
•
|
The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;
|
•
|
Whether we will be able to effectively execute our financing plan;
|
•
|
Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social and governance practices;
|
•
|
The physical and financial risks associated with climate change;
|
•
|
The impact of operational and developmental hazards and unforeseen interruptions;
|
•
|
Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;
|
•
|
Acts of terrorism, cybersecurity incidents, and related disruptions;
|
•
|
Our costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;
|
•
|
Changes in maintenance and construction costs, as well as our ability to obtain sufficient construction related inputs including skilled labor;
|
•
|
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);
|
•
|
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;
|
•
|
Changes in the current geopolitical situation;
|
•
|
Whether we are able to pay current and expected levels of dividends;
|
•
|
Additional risks described in our filings with the Securities and Exchange Commission.
|
•
|
Worldwide and domestic supplies of and demand for natural gas, NGLs, oil, and related commodities;
|
•
|
Turmoil in the Middle East and other producing regions;
|
•
|
The activities of the Organization of Petroleum Exporting Countries;
|
•
|
The level of consumer demand;
|
•
|
The price and availability of other types of fuels or feedstocks;
|
•
|
The availability of pipeline capacity;
|
•
|
Supply disruptions, including plant outages and transportation disruptions;
|
•
|
The price and quantity of foreign imports and domestic exports of natural gas and oil;
|
•
|
Domestic and foreign governmental regulations and taxes;
|
•
|
The credit of participants in the markets where products are bought and sold.
|
•
|
Changing circumstances and deviations in variables could negatively impact our investment analysis, including our projections of revenues, earnings, and cash flow relating to potential investment targets, resulting in outcomes which are materially different than anticipated;
|
•
|
We could be required to contribute additional capital to support acquired businesses or assets;
|
•
|
We may assume liabilities that were not disclosed to us, that exceed our estimates and for which contractual protections are either unavailable or prove inadequate;
|
•
|
Acquisitions could disrupt our ongoing business, distract management, divert financial and operational resources from existing operations and make it difficult to maintain our current business standards, controls, and procedures;
|
•
|
Acquisitions and capital projects may require substantial new capital, including proceeds from the issuance of debt or equity, and we may not be able to access capital markets or obtain acceptable terms.
|
•
|
We cannot control the amount of cash reserves determined to be necessary to operate the business, which reduces cash available for distributions;
|
•
|
We cannot control the amount of capital expenditures that we are required to fund and we are dependent on third parties to fund their required share of capital expenditures;
|
•
|
We may be subject to restrictions or limitations on our ability to sell or transfer our interests in the jointly owned assets;
|
•
|
We may be forced to offer rights of participation to other joint venture participants in the area of mutual interest;
|
•
|
We have limited ability to influence or control certain day to day activities affecting the operations;
|
•
|
We may have additional obligations, such as required capital contributions, that are important to the success of the operations.
|
•
|
The level of existing and new competition in our businesses or from alternative sources, such as electricity, renewable resources, coal, fuel oils, or nuclear energy;
|
•
|
Natural gas and NGL prices, demand, availability, and margins in our markets. Higher prices for energy commodities related to our businesses could result in a decline in the demand for those commodities and, therefore, in customer contracts or throughput on our pipeline systems. Also, lower energy commodity prices could negatively impact our ability to maintain or achieve favorable contractual terms, including pricing, and could also result in a decline in the production of energy commodities resulting in reduced customer contracts, supply contracts, and throughput on our pipeline systems;
|
•
|
General economic, financial markets, and industry conditions;
|
•
|
The effects of regulation on us, our customers, and our contracting practices;
|
•
|
Our ability to understand our customers’ expectations, efficiently and reliably deliver high quality services and effectively manage customer relationships. The results of these efforts will impact our reputation and positioning in the market.
|
•
|
Aging infrastructure and mechanical problems;
|
•
|
Damages to pipelines and pipeline blockages or other pipeline interruptions;
|
•
|
Uncontrolled releases of natural gas (including sour gas), NGLs, crude oil, or other products;
|
•
|
Collapse or failure of storage caverns;
|
•
|
Operator error;
|
•
|
Damage caused by third-party activity, such as operation of construction equipment;
|
•
|
Pollution and other environmental risks;
|
•
|
Fires, explosions, craterings, and blowouts;
|
•
|
Security risks, including cybersecurity;
|
•
|
Operating in a marine environment.
|
•
|
The amount of cash that our subsidiaries distribute to us;
|
•
|
The amount of cash we generate from our operations, our working capital needs, our level of capital expenditures, and our ability to borrow;
|
•
|
The restrictions contained in our indentures and credit facility and our debt service requirements;
|
•
|
The cost of acquisitions, if any.
|
•
|
Make it more difficult for us to satisfy our obligations with respect to our indebtedness, which could in turn result in an event of default on such indebtedness;
|
•
|
Impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes, or other purposes;
|
•
|
Diminish our ability to withstand a continued or future downturn in our business or the economy generally;
|
•
|
Require us to dedicate a substantial portion of our cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, the payments of dividends, general corporate purposes, or other purposes;
|
•
|
Limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, including limiting our ability to expand or pursue our business activities and preventing us from engaging in certain transactions that might otherwise be considered beneficial to us.
|
•
|
Transportation and sale for resale of natural gas in interstate commerce;
|
•
|
Rates, operating terms, types of services, and conditions of service;
|
•
|
Certification and construction of new interstate pipelines and storage facilities;
|
•
|
Acquisition, extension, disposition, or abandonment of existing interstate pipelines and storage facilities;
|
•
|
Accounts and records;
|
•
|
Depreciation and amortization policies;
|
•
|
Relationships with affiliated companies who are involved in marketing functions of the natural gas business;
|
•
|
Market manipulation in connection with interstate sales, purchases, or transportation of natural gas.
|
Name and Position
|
|
Age
|
|
Business Experience in Past Five Years
|
||
Alan S. Armstrong
|
|
57
|
|
2011 to present
|
|
Director, Chief Executive Officer, and President, The Williams Companies, Inc.
|
Director, Chief Executive Officer, and President
|
|
|
|
2015 to 2018
|
|
Chairman of the Board, WPZ
|
|
|
|
|
2014 to 2018
|
|
Chief Executive Officer, WPZ
|
|
|
|
|
2012 to 2018
|
|
Director of the general partner, WPZ
|
Walter J. Bennett
|
|
50
|
|
2020 to present
|
|
Senior Vice President Gathering & Processing, The Williams Companies, Inc.
|
Senior Vice President Gathering & Processing
|
|
|
|
2015 to 2019
|
|
Senior Vice President – West, The Williams Companies, Inc.
|
|
|
|
|
2013 to 2018
|
|
Senior Vice President – West of the general partner, WPZ
|
|
|
|
|
2017
|
|
Director of the general partner, WPZ
|
John D. Chandler
|
|
50
|
|
2017 to present
|
|
Senior Vice President and Chief Financial Officer, The Williams Companies, Inc.
|
Senior Vice President and Chief Financial Officer
|
|
|
|
2017 to 2018
|
|
Director of the general partner, WPZ
|
|
|
|
|
2009 to 2014
|
|
Senior Vice President and Chief Financial Officer, Magellan GP, LLC
|
Debbie Cowan
|
|
42
|
|
2018 to present
|
|
Senior Vice President – Chief Human Resources Officer, The Williams Companies, Inc.
|
Senior Vice President – Chief Human Resources Officer
|
|
|
|
2013 to 2018
|
|
Global Vice President of Human Resources, Koch Chemical Technology Group, LLC
|
Micheal G. Dunn
|
|
54
|
|
2017 to present
|
|
Executive Vice President and Chief Operating Officer, The Williams Companies, Inc.
|
Executive Vice President and Chief Operating Officer
|
|
|
|
2017 to 2018
|
|
Director of the general partner, WPZ
|
|
|
|
|
2015 to 2016
|
|
President / Executive Vice President, Questar Pipeline / Questar Corporation
|
|
|
|
|
2010 to 2015
|
|
President and Chief Executive Officer, PacifiCorp Energy
|
Scott A. Hallam
|
|
43
|
|
2020 to present
|
|
Senior Vice President Transmission & Gulf of Mexico, The Williams Companies, Inc.
|
Senior Vice President Transmission & Gulf of Mexico
|
|
|
|
2019
|
|
Senior Vice President – Atlantic-Gulf, The Williams Companies, Inc.
|
|
|
|
|
2017 to 2019
|
|
Vice President GM Atlantic-Gulf, The Williams Companies, Inc.
|
|
|
|
|
2015 to 2017
|
|
Vice President Northeast OA, The Williams Companies, Inc.
|
|
|
|
|
2013 to 2015
|
|
General Manager – Utica, ACMP
|
John E. Poarch
|
|
54
|
|
2020 to present
|
|
Senior Vice President Project Execution, The Williams Companies, Inc.
|
Senior Vice President Project Execution
|
|
|
|
2017 to 2019
|
|
Senior Vice President – Engineering Services, The Williams Companies, Inc.
|
|
|
|
|
2017
|
|
Vice President – Commercial - West, The Williams Companies, Inc.
|
|
|
|
|
2015 to 2017
|
|
Vice President – Commercial & Business Development, The Williams Companies, Inc.
|
|
|
|
|
2011 to 2015
|
|
General Manager – Eagle Ford, ACMP
|
|
|
|
|
|
|
|
Name and Position
|
|
Age
|
|
Business Experience in Past Five Years
|
||
John D. Porter
|
|
50
|
|
2020 to present
|
|
Vice President, Controller, and Chief Accounting Officer, The Williams Companies, Inc.
|
Vice President, Controller, and Chief Accounting Officer
|
|
|
|
2017 to 2019
|
|
Vice President Enterprise Financial Planning & Analysis and Investor Relations, The Williams Companies
|
|
|
|
|
2013 to 2017
|
|
Director of Investor Relations & Enterprise Planning
|
T. Lane Wilson
|
|
53
|
|
2017 to present
|
|
Senior Vice President and General Counsel, The Williams Companies, Inc.
|
Senior Vice President, General Counsel
|
|
|
|
2009 to 2017
|
|
United States Magistrate Judge for the Northern District of Oklahoma
|
Chad J. Zamarin
|
|
43
|
|
2017 to present
|
|
Senior Vice President – Corporate Strategic Development, The Williams Companies, Inc.
|
Senior Vice President – Corporate Strategic Development
|
|
|
|
2017 to 2018
|
|
Director of the general partner, WPZ
|
|
|
|
|
2014 to 2017
|
|
President – Pipeline and Midstream, Cheniere Energy
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(Millions, except per-share amounts)
|
||||||||||||||||||
Revenues
|
$
|
8,201
|
|
|
$
|
8,686
|
|
|
$
|
8,031
|
|
|
$
|
7,499
|
|
|
$
|
7,360
|
|
Income (loss) from continuing operations (1)
|
729
|
|
|
193
|
|
|
2,509
|
|
|
(350
|
)
|
|
(1,314
|
)
|
|||||
Amounts attributable to The Williams Companies, Inc. available to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations (2)
|
862
|
|
|
(156
|
)
|
|
2,174
|
|
|
(424
|
)
|
|
(571
|
)
|
|||||
Diluted income (loss) from continuing operations per common share
|
.71
|
|
|
(.16
|
)
|
|
2.62
|
|
|
(.57
|
)
|
|
(.76
|
)
|
|||||
Total assets at December 31
|
46,040
|
|
|
45,302
|
|
|
46,352
|
|
|
46,835
|
|
|
49,020
|
|
|||||
Commercial paper, lease liabilities, and long-term debt (including current portions) at December 31
|
22,497
|
|
|
22,414
|
|
|
20,935
|
|
|
23,502
|
|
|
24,487
|
|
|||||
Stockholders’ equity at December 31 (3)
|
13,363
|
|
|
14,660
|
|
|
9,656
|
|
|
4,643
|
|
|
6,148
|
|
|||||
Cash dividends declared per common share
|
1.52
|
|
|
1.36
|
|
|
1.20
|
|
|
1.68
|
|
|
2.45
|
|
|||||
Diluted weighted-average shares outstanding (thousands)
|
1,214,011
|
|
|
973,626
|
|
|
828,518
|
|
|
750,673
|
|
|
749,271
|
|
(1)
|
Income (loss) from continuing operations:
|
•
|
For 2019 includes $464 million of impairments of certain assets, including a $354 million impairment of Constitution’s capitalized project costs, and $186 million impairments of certain equity-method investments, partially offset by a $122 million gain on the sale of our Jackalope equity-method investment;
|
•
|
For 2018 includes a $1.849 billion impairment of certain assets located in the Barnett Shale region, partially offset by a $591 million gain on the sale of our Four Corners area assets, a $141 million gain on the deconsolidation of certain Permian assets, and a $101 million gain from the sale of our Gulf Coast pipeline system assets;
|
•
|
For 2017 includes a $1.923 billion benefit for income taxes resulting from Tax Reform rate change and a $1.095 billion pre-tax gain on the sale of our Geismar Interest, partially offset by $1.248 billion of pre-tax impairments of certain assets and $776 million of pre-tax regulatory charges resulting from Tax Reform;
|
•
|
For 2016 includes an $873 million impairment of certain assets and a $430 million impairment of certain equity-method investments;
|
•
|
For 2015 includes a $1.4 billion impairment of certain equity-method investments and a $1.1 billion impairment of goodwill.
|
(2)
|
Income (loss) from continuing operations attributable to the Williams Companies, Inc. available to common stockholders:
|
•
|
For 2019 includes benefit of $209 million reflecting the noncontrolling interests’ share of the impairment of Constitution’s capitalized project costs.
|
(3)
|
Stockholders’ equity at December 31:
|
•
|
For 2019 includes a decrease related to a sale of a partial interest in our Northeast JV business;
|
•
|
For 2018 includes an increase reflecting our issuance of common stock associated with our merger with WPZ in August 2018;
|
•
|
For 2017 includes increases reflecting our issuance of common stock as part of our Financial Repositioning and a significant increase in our ownership of WPZ.
|
•
|
Atlantic-Gulf is comprised of our interstate natural gas pipeline, Transco, and natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including a 51 percent interest in Gulfstar One (a consolidated variable interest entity), which is a proprietary floating production system, as well as a 50 percent equity-method investment in Gulfstream, a 60 percent equity-method investment in Discovery, and a 41 percent equity-method investment in Constitution as of December 31, 2019.
|
•
|
Northeast G&P is comprised of our midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania, New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in our Northeast JV (a consolidated variable interest entity) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal (a consolidated variable interest entity) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain, a 58 percent equity-method investment in Caiman II, and Appalachia Midstream Services, LLC, which owns equity-method investments with an approximate average 66 percent interest in multiple gas gathering systems in the Marcellus Shale (Appalachia Midstream Investments).
|
•
|
West is comprised of our interstate natural gas pipeline, Northwest Pipeline, and our gas gathering, processing, and treating operations in the Rocky Mountain region of Colorado and Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of northwest Louisiana, and the Mid-Continent region which includes the Anadarko, Arkoma, Delaware, and Permian basins. This segment also includes our NGL and natural gas marketing business, storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, a 50 percent equity-method investment in OPPL, a 50 percent equity-method investment in RMM, and a 15 percent equity-method investment in Brazos Permian II. West also included our former natural gas gathering and processing assets in the Four Corners area of New Mexico and Colorado, which were sold during the fourth quarter of 2018 (see Note 3 – Acquisitions and Divestitures of Notes to Consolidated Financial Statements), and our former 50 percent interest in Jackalope (an equity-method investment following deconsolidation as of June 30, 2018), which was sold in April 2019,
|
•
|
Other includes minor business activities that are not operating segments, as well as corporate operations. Other also includes our previously owned operations, including an 88.5 percent undivided interest in an olefins production facility in Geismar, Louisiana, which was sold in July 2017 (see Note 3 – Acquisitions and Divestitures of Notes to Consolidated Financial Statements), and a refinery grade propylene splitter in the Gulf region, which was sold in June 2017.
|
•
|
A $1.451 billion decrease in Impairment of certain assets;
|
•
|
A $431 million increase in Service revenues primarily associated with Transco expansion projects, the consolidation of UEOM beginning March 2019, and growth in Northeast G&P volumes, partially offset by lower revenues from our Barnett Shale operations primarily associated with the reduced recognition of deferred revenue and the end of a contractual MVC period, as well as the absence of revenues from operations sold or deconsolidated during 2018;
|
•
|
A $484 million decrease to Net income (loss) attributable to noncontrolling interests primarily due to the WPZ Merger in the third quarter of 2018, as well as the noncontrolling interests’ share of the 2019 Constitution impairment.
|
•
|
A $694 million decrease in the Gain on sale of certain assets and businesses primarily related to the sale of the Four Corners area business in the fourth quarter of 2018;
|
•
|
A $266 million decrease in Other investing income (loss) – net primarily due to the absence of 2018 gains on deconsolidations and 2019 impairments of equity-method investments, partially offset by a 2019 gain on the sale of our interest in Jackalope;
|
•
|
$138 million of lower commodity margins;
|
•
|
$74 million of higher net interest expense;
|
•
|
$58 million lower allowance for equity funds used during construction (AFUDC);
|
•
|
A $197 million increase in provision for income taxes driven by higher pre-tax income, partially offset by the absence of a 2018 charge to establish a valuation allowance on deferred tax assets that may not be realized following the WPZ merger.
|
•
|
Opposition to, and legal regulations affecting, our infrastructure projects, including the risk of delay or denial in permits and approvals needed for our projects;
|
•
|
Counterparty credit and performance risk;
|
•
|
Unexpected significant increases in capital expenditures or delays in capital project execution;
|
•
|
Unexpected changes in customer drilling and production activities, which could negatively impact gathering and processing volumes;
|
•
|
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 downturns, including increased interest rates;
|
•
|
Physical damages to facilities, including damage to offshore facilities by named windstorms;
|
•
|
Other risks set forth under Part I, Item 1A. Risk Factors in this report.
|
|
Benefit Cost
|
|
Benefit Obligation
|
||||||||||||
|
One-
Percentage-
Point
Increase
|
|
One-
Percentage-
Point
Decrease
|
|
One-
Percentage-
Point
Increase
|
|
One-
Percentage-
Point
Decrease
|
||||||||
|
(Millions)
|
||||||||||||||
Pension benefits:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
$
|
(2
|
)
|
|
$
|
4
|
|
|
$
|
(102
|
)
|
|
$
|
120
|
|
Expected long-term rate of return on plan assets
|
(12
|
)
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
Cash balance interest crediting rate
|
12
|
|
|
(10
|
)
|
|
71
|
|
|
(60
|
)
|
||||
Other postretirement benefits:
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
1
|
|
|
2
|
|
|
(23
|
)
|
|
28
|
|
||||
Expected long-term rate of return on plan assets
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
$ Change
from
2018*
|
|
% Change
from
2018*
|
|
2018
|
|
$ Change
from 2017* |
|
% Change
from 2017* |
|
2017
|
||||||||||
|
(Millions)
|
||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Service revenues
|
$
|
5,933
|
|
|
+431
|
|
|
+8
|
%
|
|
$
|
5,502
|
|
|
+190
|
|
|
+4
|
%
|
|
$
|
5,312
|
|
Service revenues – commodity consideration
|
203
|
|
|
-197
|
|
|
-49
|
%
|
|
400
|
|
|
+400
|
|
|
NM
|
|
|
—
|
|
|||
Product sales
|
2,065
|
|
|
-719
|
|
|
-26
|
%
|
|
2,784
|
|
|
+65
|
|
|
+2
|
%
|
|
2,719
|
|
|||
Total revenues
|
8,201
|
|
|
|
|
|
|
8,686
|
|
|
|
|
|
|
8,031
|
|
|||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product costs
|
1,961
|
|
|
+746
|
|
|
+28
|
%
|
|
2,707
|
|
|
-407
|
|
|
-18
|
%
|
|
2,300
|
|
|||
Processing commodity expenses
|
105
|
|
|
+32
|
|
|
+23
|
%
|
|
137
|
|
|
-137
|
|
|
NM
|
|
|
—
|
|
|||
Operating and maintenance expenses
|
1,468
|
|
|
+39
|
|
|
+3
|
%
|
|
1,507
|
|
|
+69
|
|
|
+4
|
%
|
|
1,576
|
|
|||
Depreciation and amortization expenses
|
1,714
|
|
|
+11
|
|
|
+1
|
%
|
|
1,725
|
|
|
+11
|
|
|
+1
|
%
|
|
1,736
|
|
|||
Selling, general, and administrative expenses
|
558
|
|
|
+11
|
|
|
+2
|
%
|
|
569
|
|
|
+25
|
|
|
+4
|
%
|
|
594
|
|
|||
Impairment of certain assets
|
464
|
|
|
+1,451
|
|
|
+76
|
%
|
|
1,915
|
|
|
-667
|
|
|
-53
|
%
|
|
1,248
|
|
|||
Gain on sale of certain assets and businesses
|
2
|
|
|
-694
|
|
|
NM
|
|
|
(692
|
)
|
|
-403
|
|
|
-37
|
%
|
|
(1,095
|
)
|
|||
Regulatory charges resulting from Tax Reform
|
—
|
|
|
-17
|
|
|
-100
|
%
|
|
(17
|
)
|
|
+691
|
|
|
NM
|
|
|
674
|
|
|||
Other (income) expense – net
|
8
|
|
|
+59
|
|
|
+88
|
%
|
|
67
|
|
|
+4
|
|
|
+6
|
%
|
|
71
|
|
|||
Total costs and expenses
|
6,280
|
|
|
|
|
|
|
7,918
|
|
|
|
|
|
|
7,104
|
|
|||||||
Operating income (loss)
|
1,921
|
|
|
|
|
|
|
768
|
|
|
|
|
|
|
927
|
|
|||||||
Equity earnings (losses)
|
375
|
|
|
-21
|
|
|
-5
|
%
|
|
396
|
|
|
-38
|
|
|
-9
|
%
|
|
434
|
|
|||
Other investing income (loss) – net
|
(79
|
)
|
|
-266
|
|
|
NM
|
|
|
187
|
|
|
-95
|
|
|
-34
|
%
|
|
282
|
|
|||
Interest expense
|
(1,186
|
)
|
|
-74
|
|
|
-7
|
%
|
|
(1,112
|
)
|
|
-29
|
|
|
-3
|
%
|
|
(1,083
|
)
|
|||
Other income (expense) – net
|
33
|
|
|
-59
|
|
|
-64
|
%
|
|
92
|
|
|
+117
|
|
|
NM
|
|
|
(25
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
1,064
|
|
|
|
|
|
|
331
|
|
|
|
|
|
|
535
|
|
|||||||
Provision (benefit) for income taxes
|
335
|
|
|
-197
|
|
|
-143
|
%
|
|
138
|
|
|
-2,112
|
|
|
NM
|
|
|
(1,974
|
)
|
|||
Income (loss) from continuing operations
|
729
|
|
|
|
|
|
|
193
|
|
|
|
|
|
|
2,509
|
|
|||||||
Income (loss) from discontinued operations
|
(15
|
)
|
|
-15
|
|
|
NM
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|||
Net income (loss)
|
714
|
|
|
|
|
|
|
193
|
|
|
|
|
|
|
2,509
|
|
|||||||
Less: Net income (loss) attributable to noncontrolling interests
|
(136
|
)
|
|
+484
|
|
|
NM
|
|
|
348
|
|
|
-13
|
|
|
-4
|
%
|
|
335
|
|
|||
Net income (loss) attributable to The Williams Companies, Inc.
|
$
|
850
|
|
|
|
|
|
|
$
|
(155
|
)
|
|
|
|
|
|
$
|
2,174
|
|
*
|
+ = 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.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Service revenues
|
$
|
2,861
|
|
|
$
|
2,509
|
|
|
$
|
2,239
|
|
Service revenues – commodity consideration
|
41
|
|
|
59
|
|
|
—
|
|
|||
Product sales
|
288
|
|
|
435
|
|
|
484
|
|
|||
Segment revenues
|
3,190
|
|
|
3,003
|
|
|
2,723
|
|
|||
|
|
|
|
|
|
||||||
Product costs
|
(288
|
)
|
|
(438
|
)
|
|
(437
|
)
|
|||
Processing commodity expenses
|
(16
|
)
|
|
(16
|
)
|
|
—
|
|
|||
Other segment costs and expenses
|
(814
|
)
|
|
(799
|
)
|
|
(819
|
)
|
|||
Impairment of certain assets
|
(354
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of certain assets and businesses
|
—
|
|
|
81
|
|
|
—
|
|
|||
Regulatory charges resulting from Tax Reform
|
—
|
|
|
9
|
|
|
(493
|
)
|
|||
Proportional Modified EBITDA of equity-method investments
|
177
|
|
|
183
|
|
|
264
|
|
|||
Atlantic-Gulf Modified EBITDA
|
$
|
1,895
|
|
|
$
|
2,023
|
|
|
$
|
1,238
|
|
|
|
|
|
|
|
||||||
Commodity margins
|
$
|
25
|
|
|
$
|
40
|
|
|
$
|
47
|
|
•
|
A $90 million decrease in commodity marketing sales driven by a $149 million decrease in crude oil sales as this activity is now presented on a net basis within Product costs in conjunction with the adoption of ASC 606, partially offset by a $59 million increase in NGL marketing sales primarily reflecting 20 percent higher non-ethane prices;
|
•
|
A $14 million decrease in sales associated with the production of our equity NGLs, as further described below as part of our commodity margins;
|
•
|
A $57 million increase in system management gas sales. System management gas sales are offset in Product costs and therefore have little impact to Modified EBITDA.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Service revenues
|
$
|
1,338
|
|
|
$
|
976
|
|
|
$
|
872
|
|
Service revenues – commodity consideration
|
12
|
|
|
20
|
|
|
—
|
|
|||
Product sales
|
150
|
|
|
287
|
|
|
291
|
|
|||
Segment revenues
|
1,500
|
|
|
1,283
|
|
|
1,163
|
|
|||
|
|
|
|
|
|
||||||
Product costs
|
(152
|
)
|
|
(289
|
)
|
|
(286
|
)
|
|||
Processing commodity expenses
|
(8
|
)
|
|
(9
|
)
|
|
—
|
|
|||
Other segment costs and expenses
|
(470
|
)
|
|
(392
|
)
|
|
(386
|
)
|
|||
Impairment of certain assets
|
(10
|
)
|
|
—
|
|
|
(124
|
)
|
|||
Proportional Modified EBITDA of equity-method investments
|
454
|
|
|
493
|
|
|
452
|
|
|||
Northeast G&P Modified EBITDA
|
$
|
1,314
|
|
|
$
|
1,086
|
|
|
$
|
819
|
|
|
|
|
|
|
|
||||||
Commodity margins
|
$
|
2
|
|
|
$
|
9
|
|
|
$
|
5
|
|
•
|
A $158 million increase associated with the consolidation of UEOM, as previously discussed;
|
•
|
A $102 million increase associated with higher gathering revenues at Susquehanna Supply Hub reflecting 18 percent higher gathering volumes due to increased production from customers and higher rates;
|
•
|
A $49 million increase at Ohio Valley Midstream primarily due to higher gathering, processing, and transportation volumes;
|
•
|
A $36 million increase in gathering revenues in the Utica Shale region due to higher rates and volumes from new wells;
|
•
|
A $14 million increase in compression revenues for services charged to an affiliate driven by higher volumes.
|
•
|
A $53 million increase associated with the consolidation of UEOM;
|
•
|
A $10 million increase related to transaction expenses associated with the acquisition of UEOM and the formation of the Northeast JV;
|
•
|
A $7 million charge in 2019 for severance and related costs primarily associated with our VSP.
|
•
|
A $65 million increase in gathering fee revenues at Susquehanna Supply Hub due to 13 percent higher gathering volumes reflecting increased customer production;
|
•
|
A $24 million increase at Ohio River Supply Hub reflecting higher gathering volumes due to increased customer production;
|
•
|
An $11 million increase in Utica gathering fee revenues reflecting higher rates and volumes.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Service revenues
|
$
|
1,813
|
|
|
$
|
2,085
|
|
|
$
|
2,246
|
|
Service revenues – commodity consideration
|
150
|
|
|
321
|
|
|
—
|
|
|||
Product sales
|
1,797
|
|
|
2,448
|
|
|
2,013
|
|
|||
Segment revenues
|
3,760
|
|
|
4,854
|
|
|
4,259
|
|
|||
|
|
|
|
|
|
||||||
Product costs
|
(1,774
|
)
|
|
(2,448
|
)
|
|
(1,842
|
)
|
|||
Processing commodity expenses
|
(79
|
)
|
|
(116
|
)
|
|
—
|
|
|||
Other segment costs and expenses
|
(688
|
)
|
|
(825
|
)
|
|
(832
|
)
|
|||
Impairment of certain assets
|
(100
|
)
|
|
(1,849
|
)
|
|
(1,032
|
)
|
|||
Gain on sale of certain assets and businesses
|
(2
|
)
|
|
591
|
|
|
—
|
|
|||
Regulatory charges resulting from Tax Reform
|
—
|
|
|
7
|
|
|
(220
|
)
|
|||
Proportional Modified EBITDA of equity-method investments
|
115
|
|
|
94
|
|
|
79
|
|
|||
West Modified EBITDA
|
$
|
1,232
|
|
|
$
|
308
|
|
|
$
|
412
|
|
|
|
|
|
|
|
||||||
Commodity margins
|
$
|
94
|
|
|
$
|
205
|
|
|
$
|
171
|
|
•
|
A $218 million decrease associated with asset divestitures and deconsolidations during 2018 and 2019, including our former Four Corners area assets, certain Delaware basin assets that were contributed to our Brazos Permian II equity-method investment, and our Jackalope assets which were deconsolidated in second-quarter 2018 and subsequently sold in second-quarter 2019;
|
•
|
A $57 million decrease driven by lower deferred revenue amortization and MVC deficiency fee revenues in the Barnett Shale region primarily associated with the expiration of a certain MVC agreement;
|
•
|
A $17 million decrease driven by lower gathering volumes primarily in the Mid-Continent, Barnett Shale, and Wamsutter regions, partially offset by higher gathering volumes primarily in the Haynesville Shale and Eagle Ford regions;
|
•
|
A $15 million decrease associated with lower processing rates primarily driven by lower commodity pricing in the Piceance region;
|
•
|
A $15 million decrease associated with lower gathering rates primarily in the Mid-Continent and Haynesville Shale regions;
|
•
|
A $17 million increase related to other MVC deficiency fee revenues;
|
•
|
A $13 million increase related to higher fractionation and storage fees;
|
•
|
An $8 million increase associated with the resolution of a prior period performance obligation.
|
•
|
A $98 million decrease associated with lower sales volumes, consisting of $54 million related to the absence of our former Four Corners area assets and $44 million due to 12 percent lower non-ethane volumes and 33 percent lower ethane sales volumes primarily due to higher ethane rejection in 2019, natural declines, less producer drilling activity, and more severe weather conditions in first-quarter 2019;
|
•
|
A $66 million decrease associated with lower sales prices primarily due to 29 percent and 48 percent lower average net realized per-unit non-ethane and ethane sales prices, respectively;
|
•
|
A $37 million increase related to lower natural gas purchases associated with lower equity NGL production volumes and lower natural gas prices, including $9 million related to the absence of our former Four Corners area assets.
|
•
|
A $64 million decrease primarily associated with implementing the new revenue guidance under ASC 606 including a $118 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, partially offset by a $54 million increase related to other deferred revenue amortization primarily in the Permian basin;
|
•
|
A $42 million decrease associated with the sale of our Four Corners area assets in October 2018;
|
•
|
A $30 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 $29 million decrease following the Jackalope deconsolidation in second-quarter 2018;
|
•
|
A $15 million decrease driven by lower gathering volumes primarily in the Eagle Ford Shale, Barnett Shale, and Mid-Continent regions, partially offset by higher volumes in the Niobrara (prior to the Jackalope deconsolidation), Piceance, and Permian regions;
|
•
|
A $21 million increase associated with higher gathering and processing rates in the Piceance region driven by higher NGL prices as well as higher average gathering and processing rates across most other areas, partially offset by lower contract rates primarily in the Haynesville Shale region.
|
•
|
A $373 million increase in marketing sales primarily due to increases in realized NGL prices including a 14 percent increase in average non-ethane per-unit sales prices and a 25 percent increase in ethane prices, in addition to a 15 percent increase in ethane volumes (more than offset by higher Product costs);
|
•
|
A $47 million increase in sales associated with the production of our equity NGLs, as further described below as part of our commodity margins;
|
•
|
An $18 million increase in system management gas sales due to a change in presentation in accordance with ASC 606, which are more than offset in Product costs and, therefore, have little impact on Modified EBITDA.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Other Modified EBITDA
|
$
|
6
|
|
|
$
|
(29
|
)
|
|
$
|
997
|
|
•
|
The absence of the $66 million impairment of certain idle pipelines in the second quarter of 2018 (see Note 18 – Fair Value Measurements and Guarantees of Notes to Consolidated Financial Statements);
|
•
|
The absence of a $35 million charge in 2018 associated with a charitable contribution of preferred stock to The Williams Companies Foundation, Inc. (a not-for-profit corporation) (See Note 16 – Stockholders’ Equity of Notes to Consolidated Financial Statements);
|
•
|
The absence of $20 million in costs in 2018 associated with the WPZ Merger (See Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements);
|
•
|
An $8 million increase related to the absence of 2018 unfavorable Modified EBITDA associated with the results of certain of our former Gulf Coast area operations sold in 2018;
|
•
|
The absence of a $7 million loss on early retirement of debt in 2018 (see Note 7 – Other Income and Expenses of Notes to Consolidated Financial Statements).
|
•
|
The absence of a $37 million benefit of establishing a regulatory asset associated with an increase in Transco’s estimated deferred state income tax rate following the WPZ Merger in 2018 and a subsequent unfavorable $12 million adjustment in the first quarter of 2019;
|
•
|
A $26 million decrease in income associated with a regulatory asset related to deferred taxes on equity funds used during construction;
|
•
|
The absence of a $20 million gain on the sale of certain assets and operations located in the Gulf Coast area in 2018 (see Note 3 – Acquisitions and Divestitures of Notes to Consolidated Financial Statements).
|
•
|
The absence of a $1.095 billion gain on the sale of our Geismar Interest in 2017 (see Note 3 – Acquisitions and Divestitures of Notes to Consolidated Financial Statements);
|
•
|
The absence of $54 million of Modified EBITDA associated with the results of our former Geismar Olefins and RGP Splitter plants subsequent to their sale in July 2017;
|
•
|
A $35 million charge in 2018 associated with a charitable contribution of preferred stock to The Williams Companies Foundation, Inc. (a not-for-profit corporation), as previously mentioned;
|
•
|
A $34 million decrease due to the absence of a net gain on early retirement of debt in 2017 and a loss on early retirement of debt in 2018 (see Note 7 – Other Income and Expenses of Notes to Consolidated Financial Statements);
|
•
|
A $26 million decrease in income associated with a regulatory asset related to deferred taxes on equity funds used during construction;
|
•
|
$20 million in costs in 2018 associated with the WPZ Merger, as previously mentioned;
|
•
|
The absence of a $12 million gain on the sale of the Refinery Grade Propylene Splitter in 2017 (see Note 7 – Other Income and Expenses of Notes to Consolidated Financial Statements).
|
•
|
The absence of a $68 million impairment for a certain NGL pipeline asset in the third quarter of 2017 and a$23 million impairment of an olefins pipeline project in the Gulf Coast region in the second quarter of 2017, partially offset by a $66 million impairment of certain idle pipelines in the second quarter of 2018 (see Note 18 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements);
|
•
|
A $62 million favorable change for lower charges to reduce regulatory assets related to deferred taxes on AFUDC resulting from Tax Reform (see Note 7 – Other Income and Expenses of Notes to Consolidated Financial Statements);
|
•
|
$40 million of lower costs, driven by the absence of expenses associated with severance and related costs, Financial Repositioning, and strategic alternative costs;
|
•
|
A $37 million increase associated with the benefit of establishing a regulatory asset associated with an increase in Transco’s estimated deferred state income tax rate following the WPZ Merger, as previously mentioned;
|
•
|
A $30 million favorable change in the settlement charge expense related to the program to pay out certain deferred vested pension benefits of employees associated with former operations (see Note 10 – Employee Benefit Plans of Notes to Consolidated Financial Statements);
|
•
|
A $20 million gain on the sale of certain assets and operations located in the Gulf Coast area, as previously mentioned.
|
|
|
|
|
Sources:
|
|
|
Cash and cash equivalents on hand
|
|
Cash generated from operations
|
|
Distributions from our equity-method investees
|
|
Utilization of our credit facility and/or commercial paper program
|
|
Cash proceeds from issuance of debt and/or equity securities
|
|
Proceeds from asset monetizations
|
|
Contributions from noncontrolling interests
|
|
|
Uses:
|
|
|
Working capital requirements
|
|
Capital and investment expenditures
|
|
Quarterly dividends to our shareholders
|
|
Debt service payments, including payments of long-term debt
|
|
Distributions to noncontrolling interests
|
Available Liquidity
|
|
December 31, 2019
|
||
|
|
(Millions)
|
||
Cash and cash equivalents
|
|
$
|
289
|
|
Capacity available under our $4.5 billion credit facility, less amounts outstanding under our $4 billion commercial paper program (1)
|
|
4,500
|
|
|
|
|
$
|
4,789
|
|
(1)
|
In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program. We had no commercial paper outstanding as of December 31, 2019. The highest amount outstanding under our commercial paper program and credit facility during 2019 was $1.226 billion. At December 31, 2019, we were in compliance with the financial covenants associated with our credit facility. See Note 15 – Debt and Banking Arrangements of Notes to Consolidated Financial Statements for additional information on our credit facility and commercial paper program.
|
Rating Agency
|
|
Outlook
|
|
Senior Unsecured
Debt Rating
|
S&P Global Ratings
|
|
Stable
|
|
BBB
|
Moody’s Investors Service
|
|
Stable
|
|
Baa3
|
Fitch Ratings
|
|
Rating Watch Positive
|
|
BBB-
|
|
Cash Flow
|
|
Year Ended December 31,
|
||||||||||
|
Category
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
(Millions)
|
||||||||||
Sources of cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||
Operating activities – net
|
Operating
|
|
$
|
3,693
|
|
|
$
|
3,293
|
|
|
$
|
3,089
|
|
Proceeds from sale of partial interest in consolidated subsidiary (see Note 3)
|
Financing
|
|
1,334
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from credit-facility borrowings
|
Financing
|
|
700
|
|
|
1,840
|
|
|
1,635
|
|
|||
Proceeds from dispositions of equity-method investments (see Note 6)
|
Investing
|
|
485
|
|
|
—
|
|
|
200
|
|
|||
Proceeds from long-term debt (see Note 15)
|
Financing
|
|
67
|
|
|
2,086
|
|
|
1,698
|
|
|||
Contributions in aid of construction
|
Investing
|
|
52
|
|
|
411
|
|
|
426
|
|
|||
Proceeds from issuance of common stock
|
Financing
|
|
10
|
|
|
15
|
|
|
2,131
|
|
|||
Proceeds from sale of businesses, net of cash divested (see Note 3)
|
Investing
|
|
(2
|
)
|
|
1,296
|
|
|
2,067
|
|
|||
|
|
|
|
|
|
|
|
||||||
Uses of cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
Investing
|
|
(2,109
|
)
|
|
(3,256
|
)
|
|
(2,399
|
)
|
|||
Common dividends paid
|
Financing
|
|
(1,842
|
)
|
|
(1,386
|
)
|
|
(992
|
)
|
|||
Payments on credit-facility borrowings
|
Financing
|
|
(860
|
)
|
|
(1,950
|
)
|
|
(2,140
|
)
|
|||
Purchases of businesses, net of cash acquired (see Note 3)
|
Investing
|
|
(728
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of and contributions to equity-method investments (see Note 6)
|
Investing
|
|
(453
|
)
|
|
(1,132
|
)
|
|
(132
|
)
|
|||
Dividends and distributions paid to noncontrolling interests
|
Financing
|
|
(124
|
)
|
|
(591
|
)
|
|
(822
|
)
|
|||
Payments of long-term debt (see Note 15)
|
Financing
|
|
(49
|
)
|
|
(1,254
|
)
|
|
(3,785
|
)
|
|||
Payments of commercial paper – net
|
Financing
|
|
(4
|
)
|
|
(2
|
)
|
|
(93
|
)
|
|||
|
|
|
|
|
|
|
|
||||||
Other sources / (uses) – net
|
Financing and Investing
|
|
(49
|
)
|
|
(101
|
)
|
|
(154
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
|
$
|
121
|
|
|
$
|
(731
|
)
|
|
$
|
729
|
|
|
2020
|
|
2021 - 2022
|
|
2023 - 2024
|
|
Thereafter
|
|
Total
|
||||||||||
|
|
|
|
|
(Millions)
|
|
|
|
|
||||||||||
Long-term debt, including current portion: (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
$
|
2,141
|
|
|
$
|
2,918
|
|
|
$
|
3,756
|
|
|
$
|
13,650
|
|
|
$
|
22,465
|
|
Interest
|
1,097
|
|
|
2,004
|
|
|
1,709
|
|
|
8,561
|
|
|
13,371
|
|
|||||
Operating leases
|
29
|
|
|
61
|
|
|
41
|
|
|
157
|
|
|
288
|
|
|||||
Purchase obligations (2)
|
890
|
|
|
647
|
|
|
245
|
|
|
290
|
|
|
2,072
|
|
|||||
Other obligations (3)(4)
|
3
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Total
|
$
|
4,160
|
|
|
$
|
5,635
|
|
|
$
|
5,751
|
|
|
$
|
22,658
|
|
|
$
|
38,204
|
|
(1)
|
Includes any borrowings outstanding under credit facilities, but does not include any related variable-rate interest payments.
|
(2)
|
Includes:
|
•
|
Approximately $206 million in open property, plant, and equipment purchase orders;
|
•
|
An estimated $589 million long-term mixed NGLs purchase obligation with index-based pricing terms that is reflected in this table at December 31, 2019 prices;
|
•
|
An estimated $193 million long-term ethane purchase obligation with index-based pricing terms that primarily supplies third parties at their plants and is reflected in this table at a value calculated using December 31, 2019 prices. Any excess purchased volumes may be sold at comparable market prices;
|
•
|
An estimated $163 million long-term ethane purchase obligation with index-based pricing terms that primarily supplies a third party for consumption at their plant and is reflected in this table at a value calculated using December 31, 2019 prices. Any excess purchased volumes may be sold at comparable market prices;
|
•
|
An estimated $149 million long-term ethane purchase obligation with index-based pricing terms that is reflected in this table at December 31, 2019 prices. This obligation is part of an overall exchange agreement whereby volumes we transport on OPPL are sold at a third-party fractionator near Conway, Kansas, and we are subsequently obligated to purchase ethane volumes at Mont Belvieu. The purchased ethane volumes may be utilized or sold at comparable prices in the Mont Belvieu market;
|
•
|
An estimated $129 million long-term mixed NGLs purchase obligation with index-based pricing terms that is reflected in this table at December 31, 2019 prices.
|
(3)
|
Does not include estimated contributions to our pension and other postretirement benefit plans. We made contributions to our pension and other postretirement benefit plans of $68 million in 2019 and $93 million in 2018. In 2020, we expect to contribute approximately $19 million to these plans (see Note 10 – Employee Benefit Plans of Notes to Consolidated Financial Statements). Tax-qualified pension plans are required to meet minimum contribution requirements. In the past, we have contributed amounts to our tax-qualified pension plans in excess of the minimum required contribution. These excess amounts can be used to offset future minimum contribution requirements. During 2019, we contributed $60 million to our tax-qualified pension plans. In addition to these contributions, a portion of the excess contributions was used to meet the minimum contribution requirements. During 2020, we expect to contribute approximately $10 million to our tax-qualified pension plans and use excess amounts to satisfy minimum contribution requirements, if needed. Additionally, estimated future minimum funding requirements may vary significantly from historical requirements if actual results differ significantly from estimated results for assumptions such as returns on plan assets, interest rates, retirement rates, mortality, and other significant assumptions or by changes to current legislation and regulations.
|
(4)
|
We have not included income tax liabilities in the table above. See Note 8 – Provision (Benefit) for Income Taxes of Notes to Consolidated Financial Statements for a discussion of income taxes, including our contingent tax liability reserves.
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter (1)
|
|
Total
|
|
Fair Value December 31, 2019
|
||||||||||||||||
|
(Millions)
|
|||||||||||||||||||||||||||||||
Long-term debt, including current portion:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
2,141
|
|
|
$
|
893
|
|
|
$
|
2,025
|
|
|
$
|
1,477
|
|
|
$
|
2,279
|
|
|
$
|
13,473
|
|
|
$
|
22,288
|
|
|
$
|
25,319
|
|
Weighted-average interest rate
|
|
5.2
|
%
|
|
5.2
|
%
|
|
5.3
|
%
|
|
5.4
|
%
|
|
5.6
|
%
|
|
5.6
|
%
|
|
|
|
|
||||||||||
Variable rate
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter (1)
|
|
Total
|
|
Fair Value December 31, 2018
|
||||||||||||||||
|
(Millions)
|
|||||||||||||||||||||||||||||||
Long-term debt, including current portion:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate
|
|
$
|
47
|
|
|
$
|
2,138
|
|
|
$
|
890
|
|
|
$
|
2,021
|
|
|
$
|
1,473
|
|
|
$
|
15,685
|
|
|
$
|
22,254
|
|
|
$
|
23,170
|
|
Weighted-average interest rate
|
|
5.2
|
%
|
|
5.2
|
%
|
|
5.2
|
%
|
|
5.3
|
%
|
|
5.5
|
%
|
|
5.7
|
%
|
|
|
|
|
||||||||||
Variable rate (2)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
160
|
|
|
$
|
—
|
|
|
$
|
160
|
|
|
$
|
160
|
|
(1)
|
Includes unamortized discount / premium and debt issuance costs.
|
(2)
|
The weighted-average interest rate for our $160 million credit facility borrowing at December 31, 2018, was 3.77 percent.
|
Critical Audit Matters
|
|
|||
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
|
||||
|
|
|
UEOM Acquisition
|
|
Description of the Matter
|
|
|
During 2019, the Company completed an acquisition of the remaining 38 percent interest in Utica East Ohio Midstream LLC (UEOM) for consideration of $741 million, as disclosed in Note 3 to the consolidated financial statements. The acquisition was accounted for as a business combination.
Auditing the Company's accounting for its acquisition of UEOM was complex due to the estimation required in the Company’s determination of the fair value of the assets acquired and required the involvement of specialists due to the highly judgmental nature of certain assumptions. Estimation uncertainty was present due to the assets’ fair values being sensitive to changes in the underlying significant assumptions. The significant assumptions included the weighted average cost of capital and forecasted volume growth.
|
|
How We Addressed the Matter in Our Audit
|
|
|
We tested the Company's controls over its accounting for the acquisition, including controls over the estimation process supporting the recognition and measurement of the acquired assets. We also tested controls over management’s review of the significant assumptions used in the valuation models.
To test the estimated fair value of the acquired assets, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodologies, evaluating the significant assumptions used in the valuation, and testing the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. For example, we compared the significant assumptions used to estimate future cash flows to historical operating results, obtained third-party support, where available, to evaluate operating data, performed a sensitivity analysis to evaluate the assumptions that were most significant to the fair value estimate, and recalculated management’s estimate. We involved our valuation specialists to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates.
|
|
|
|
|
Pension and Other Postretirement Benefit Obligations
|
|
Description of the Matter
|
|
|
At December 31, 2019, the Company’s aggregate pension and other postretirement benefit obligations were $1,452 million and were exceeded by the fair value of pension and other postretirement plan assets of $1,546 million, resulting in overfunded pension and other postretirement benefit obligations of $94 million. As explained in Note 10 to the consolidated financial statements, the Company utilized key assumptions to determine the pension and other postretirement benefit obligations.
Auditing the pension and other postretirement benefit obligations is complex and required the involvement of specialists due to the highly judgmental nature of the actuarial assumptions (e.g., discount rates, future compensation levels, mortality rates, expected returns on plan assets) used in the measurement process. These assumptions have a significant effect on the projected benefit obligations.
|
How We Addressed the Matter in Our Audit
|
|
|
We tested controls that address the risks of material misstatement relating to the measurement and valuation of the pension and other postretirement benefit obligations. For example, we tested controls over management’s review of the pension and postretirement benefit obligations, the significant actuarial assumptions and the data inputs provided to the actuary.
To test the pension and other postretirement benefit obligations, our audit procedures included, among others, evaluating the methodologies used, the significant actuarial assumptions discussed above and the underlying data used by the Company. We compared the actuarial assumptions used by management to historical trends and evaluated the changes in the funded status from prior year. In addition, we involved our actuarial specialists to assist with our procedures. For example, we evaluated management’s methodology for determining the discount rates that reflect the maturity and duration of the benefit payments and are used to measure the pension and other postretirement benefit obligations. As part of this assessment, we compared the projected cash flows to prior year and compared the current year benefits paid to the prior year projected cash flows. To evaluate the future compensation levels and the mortality rates, we assessed whether the information is consistent with publicly available information, and whether any market data adjusted for entity-specific adjustments were applied. Additionally, to evaluate the expected returns on plan assets, we assessed whether management’s assumptions were consistent with a range of returns for portfolios of comparative investments. We also tested the completeness and accuracy of the underlying data, including the participant data.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions, except per-share amounts)
|
|||||||||||
Revenues:
|
|
|
|
|
|
|
||||||
Service revenues
|
|
$
|
5,933
|
|
|
$
|
5,502
|
|
|
$
|
5,312
|
|
Service revenues – commodity consideration (Note 1)
|
|
203
|
|
|
400
|
|
|
—
|
|
|||
Product sales
|
|
2,065
|
|
|
2,784
|
|
|
2,719
|
|
|||
Total revenues
|
|
8,201
|
|
|
8,686
|
|
|
8,031
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Product costs
|
|
1,961
|
|
|
2,707
|
|
|
2,300
|
|
|||
Processing commodity expenses
|
|
105
|
|
|
137
|
|
|
—
|
|
|||
Operating and maintenance expenses
|
|
1,468
|
|
|
1,507
|
|
|
1,576
|
|
|||
Depreciation and amortization expenses
|
|
1,714
|
|
|
1,725
|
|
|
1,736
|
|
|||
Selling, general, and administrative expenses
|
|
558
|
|
|
569
|
|
|
594
|
|
|||
Impairment of certain assets (Note 18)
|
|
464
|
|
|
1,915
|
|
|
1,248
|
|
|||
Gain on sale of certain assets and businesses (Note 3)
|
|
2
|
|
|
(692
|
)
|
|
(1,095
|
)
|
|||
Regulatory charges resulting from Tax Reform (Note 1)
|
|
—
|
|
|
(17
|
)
|
|
674
|
|
|||
Other (income) expense – net
|
|
8
|
|
|
67
|
|
|
71
|
|
|||
Total costs and expenses
|
|
6,280
|
|
|
7,918
|
|
|
7,104
|
|
|||
Operating income (loss)
|
|
1,921
|
|
|
768
|
|
|
927
|
|
|||
Equity earnings (losses)
|
|
375
|
|
|
396
|
|
|
434
|
|
|||
Other investing income (loss) – net
|
|
(79
|
)
|
|
187
|
|
|
282
|
|
|||
Interest incurred
|
|
(1,218
|
)
|
|
(1,160
|
)
|
|
(1,116
|
)
|
|||
Interest capitalized
|
|
32
|
|
|
48
|
|
|
33
|
|
|||
Other income (expense) – net
|
|
33
|
|
|
92
|
|
|
(25
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
|
1,064
|
|
|
331
|
|
|
535
|
|
|||
Provision (benefit) for income taxes
|
|
335
|
|
|
138
|
|
|
(1,974
|
)
|
|||
Income (loss) from continuing operations
|
|
729
|
|
|
193
|
|
|
2,509
|
|
|||
Income (loss) from discontinued operations
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
|
714
|
|
|
193
|
|
|
2,509
|
|
|||
Less: Net income (loss) attributable to noncontrolling interests
|
|
(136
|
)
|
|
348
|
|
|
335
|
|
|||
Net income (loss) attributable to The Williams Companies, Inc.
|
|
850
|
|
|
(155
|
)
|
|
2,174
|
|
|||
Preferred stock dividends (Note 16)
|
|
3
|
|
|
1
|
|
|
—
|
|
|||
Net income (loss) available to common stockholders
|
|
$
|
847
|
|
|
$
|
(156
|
)
|
|
$
|
2,174
|
|
Amounts attributable to The Williams Companies, Inc. available to common stockholders:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
862
|
|
|
$
|
(156
|
)
|
|
$
|
2,174
|
|
Income (loss) from discontinued operations
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
|
$
|
847
|
|
|
$
|
(156
|
)
|
|
$
|
2,174
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
.71
|
|
|
$
|
(.16
|
)
|
|
$
|
2.63
|
|
Income (loss) from discontinued operations
|
|
(.01
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
|
$
|
.70
|
|
|
$
|
(.16
|
)
|
|
$
|
2.63
|
|
Weighted-average shares (thousands)
|
|
1,212,037
|
|
|
973,626
|
|
|
826,177
|
|
|||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
.71
|
|
|
$
|
(.16
|
)
|
|
$
|
2.62
|
|
Income (loss) from discontinued operations
|
|
(.01
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
|
$
|
.70
|
|
|
$
|
(.16
|
)
|
|
$
|
2.62
|
|
Weighted-average shares (thousands)
|
|
1,214,011
|
|
|
973,626
|
|
|
828,518
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(Millions)
|
||||||||||
Net income (loss)
|
|
$
|
714
|
|
|
$
|
193
|
|
|
$
|
2,509
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Cash flow hedging activities:
|
|
|
|
|
|
|
||||||
Net unrealized gain (loss) from derivative instruments, net of taxes of $1 and $2 in 2018 and 2017, respectively
|
|
—
|
|
|
(7
|
)
|
|
(9
|
)
|
|||
Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes of ($1) and ($1) in 2018 and 2017, respectively
|
|
—
|
|
|
8
|
|
|
6
|
|
|||
Foreign currency translation activities:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
||||||
Amortization of prior service cost (credit) included in net periodic benefit cost (credit), net of taxes of $2 in 2017
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Net actuarial gain (loss) arising during the year, net of taxes of ($20), $3, and ($15) in 2019, 2018, and 2017, respectively
|
|
59
|
|
|
(6
|
)
|
|
44
|
|
|||
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of ($4), ($11), and ($37) in 2019, 2018, and 2017, respectively
|
|
12
|
|
|
35
|
|
|
61
|
|
|||
Other comprehensive income (loss)
|
|
71
|
|
|
30
|
|
|
100
|
|
|||
Comprehensive income (loss)
|
|
785
|
|
|
223
|
|
|
2,609
|
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
|
(136
|
)
|
|
346
|
|
|
334
|
|
|||
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
|
$
|
921
|
|
|
$
|
(123
|
)
|
|
$
|
2,275
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(Millions, except per-share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
289
|
|
|
$
|
168
|
|
Trade accounts and other receivables (net of allowance of $6 at December 31, 2019 and $9 at December 31, 2018)
|
|
996
|
|
|
992
|
|
||
Inventories
|
|
125
|
|
|
130
|
|
||
Other current assets and deferred charges
|
|
170
|
|
|
174
|
|
||
Total current assets
|
|
1,580
|
|
|
1,464
|
|
||
|
|
|
|
|
||||
Investments
|
|
6,235
|
|
|
7,821
|
|
||
Property, plant, and equipment – net
|
|
29,200
|
|
|
27,504
|
|
||
Intangible assets – net of accumulated amortization
|
|
7,959
|
|
|
7,767
|
|
||
Regulatory assets, deferred charges, and other
|
|
1,066
|
|
|
746
|
|
||
Total assets
|
|
$
|
46,040
|
|
|
$
|
45,302
|
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
552
|
|
|
$
|
662
|
|
Accrued liabilities
|
|
1,276
|
|
|
1,102
|
|
||
Long-term debt due within one year
|
|
2,140
|
|
|
47
|
|
||
Total current liabilities
|
|
3,968
|
|
|
1,811
|
|
||
|
|
|
|
|
||||
Long-term debt
|
|
20,148
|
|
|
22,367
|
|
||
Deferred income tax liabilities
|
|
1,782
|
|
|
1,524
|
|
||
Regulatory liabilities, deferred income, and other
|
|
3,778
|
|
|
3,603
|
|
||
Contingent liabilities and commitments (Note 19)
|
|
|
|
|
||||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock
|
|
35
|
|
|
35
|
|
||
Common stock ($1 par value; 1,470 million shares authorized at December 31, 2019 and December 31, 2018; 1,247 million shares issued at December 31, 2019 and 1,245 million shares issued at December 31, 2018)
|
|
1,247
|
|
|
1,245
|
|
||
Capital in excess of par value
|
|
24,323
|
|
|
24,693
|
|
||
Retained deficit
|
|
(11,002
|
)
|
|
(10,002
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(199
|
)
|
|
(270
|
)
|
||
Treasury stock, at cost (35 million shares of common stock)
|
|
(1,041
|
)
|
|
(1,041
|
)
|
||
Total stockholders’ equity
|
|
13,363
|
|
|
14,660
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
|
3,001
|
|
|
1,337
|
|
||
Total equity
|
|
16,364
|
|
|
15,997
|
|
||
Total liabilities and equity
|
|
$
|
46,040
|
|
|
$
|
45,302
|
|
|
The Williams Companies, Inc. Stockholders
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common
Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained
Deficit
|
|
AOCI*
|
|
Treasury
Stock
|
|
Total
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total Equity
|
||||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||||||
Balance – December 31, 2016
|
$
|
—
|
|
|
$
|
785
|
|
|
$
|
14,887
|
|
|
$
|
(9,649
|
)
|
|
$
|
(339
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
4,643
|
|
|
$
|
9,403
|
|
|
$
|
14,046
|
|
Adoption of new accounting standard
|
—
|
|
|
—
|
|
|
1
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,174
|
|
|
—
|
|
|
—
|
|
|
2,174
|
|
|
335
|
|
|
2,509
|
|
|||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
101
|
|
|
(1
|
)
|
|
100
|
|
|||||||||
Issuance of common stock (Note 16)
|
—
|
|
|
75
|
|
|
2,043
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,118
|
|
|
—
|
|
|
2,118
|
|
|||||||||
Cash dividends – common stock ($1.20 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(992
|
)
|
|
—
|
|
|
—
|
|
|
(992
|
)
|
|
—
|
|
|
(992
|
)
|
|||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(883
|
)
|
|
(883
|
)
|
|||||||||
Stock-based compensation and related common stock issuances, net of tax
|
—
|
|
|
1
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
74
|
|
|||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
61
|
|
|||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
—
|
|
|
1,497
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,497
|
|
|
(2,407
|
)
|
|
(910
|
)
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
7
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(6
|
)
|
|
(2
|
)
|
|||||||||
Net increase (decrease) in equity
|
—
|
|
|
76
|
|
|
3,621
|
|
|
1,215
|
|
|
101
|
|
|
—
|
|
|
5,013
|
|
|
(2,884
|
)
|
|
2,129
|
|
|||||||||
Balance – December 31, 2017
|
—
|
|
|
861
|
|
|
18,508
|
|
|
(8,434
|
)
|
|
(238
|
)
|
|
(1,041
|
)
|
|
9,656
|
|
|
6,519
|
|
|
16,175
|
|
|||||||||
Adoption of new accounting standards
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(61
|
)
|
|
—
|
|
|
(84
|
)
|
|
(37
|
)
|
|
(121
|
)
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
348
|
|
|
193
|
|
|||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
(2
|
)
|
|
30
|
|
|||||||||
WPZ Merger (Note 1)
|
—
|
|
|
382
|
|
|
6,112
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
6,491
|
|
|
(4,629
|
)
|
|
1,862
|
|
|||||||||
Issuance of preferred stock (Note 16)
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|||||||||
Cash dividends – common stock ($1.36 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,386
|
)
|
|
—
|
|
|
—
|
|
|
(1,386
|
)
|
|
—
|
|
|
(1,386
|
)
|
|||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(637
|
)
|
|
(637
|
)
|
|||||||||
Stock-based compensation and related common stock issuances, net of tax
|
—
|
|
|
1
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
|||||||||
Sales of limited partner units of Williams Partners L.P.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
46
|
|
|||||||||
Changes in ownership of consolidated subsidiaries, net
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
(18
|
)
|
|
(4
|
)
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|||||||||
Deconsolidation of subsidiary (Note 6)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(267
|
)
|
|
(267
|
)
|
|||||||||
Other
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|||||||||
Net increase (decrease) in equity
|
35
|
|
|
384
|
|
|
6,185
|
|
|
(1,568
|
)
|
|
(32
|
)
|
|
—
|
|
|
5,004
|
|
|
(5,182
|
)
|
|
(178
|
)
|
|||||||||
Balance – December 31, 2018
|
35
|
|
|
1,245
|
|
|
24,693
|
|
|
(10,002
|
)
|
|
(270
|
)
|
|
(1,041
|
)
|
|
14,660
|
|
|
1,337
|
|
|
15,997
|
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
850
|
|
|
—
|
|
|
—
|
|
|
850
|
|
|
(136
|
)
|
|
714
|
|
|||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
|||||||||
Cash dividends – common stock ($1.52 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,842
|
)
|
|
—
|
|
|
—
|
|
|
(1,842
|
)
|
|
—
|
|
|
(1,842
|
)
|
|||||||||
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
(124
|
)
|
|||||||||
Stock-based compensation and related common stock issuances, net of tax
|
—
|
|
|
2
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
|||||||||
Sale of partial interest in consolidated subsidiary (Note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,334
|
|
|
1,334
|
|
|||||||||
Changes in ownership of consolidated subsidiaries, net (Note 3)
|
—
|
|
|
—
|
|
|
(426
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(426
|
)
|
|
567
|
|
|
141
|
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
36
|
|
|||||||||
Deconsolidation of subsidiary (Note 4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||||||
Net increase (decrease) in equity
|
—
|
|
|
2
|
|
|
(370
|
)
|
|
(1,000
|
)
|
|
71
|
|
|
—
|
|
|
(1,297
|
)
|
|
1,664
|
|
|
367
|
|
|||||||||
Balance – December 31, 2019
|
$
|
35
|
|
|
$
|
1,247
|
|
|
$
|
24,323
|
|
|
$
|
(11,002
|
)
|
|
$
|
(199
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
13,363
|
|
|
$
|
3,001
|
|
|
$
|
16,364
|
|
|
*
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(Millions)
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
714
|
|
|
$
|
193
|
|
|
$
|
2,509
|
|
Adjustments to reconcile to net cash provided (used) by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
1,714
|
|
|
1,725
|
|
|
1,736
|
|
|||
Provision (benefit) for deferred income taxes
|
|
376
|
|
|
220
|
|
|
(2,012
|
)
|
|||
Equity (earnings) losses
|
|
(375
|
)
|
|
(396
|
)
|
|
(434
|
)
|
|||
Distributions from unconsolidated affiliates
|
|
657
|
|
|
693
|
|
|
784
|
|
|||
Gain on disposition of equity-method investments (Note 6)
|
|
(122
|
)
|
|
—
|
|
|
(269
|
)
|
|||
Impairment of equity-method investments (Note 18)
|
|
186
|
|
|
32
|
|
|
—
|
|
|||
(Gain) on sale of certain assets and businesses (Note 3)
|
|
2
|
|
|
(692
|
)
|
|
(1,095
|
)
|
|||
Impairment of certain assets (Note 18)
|
|
464
|
|
|
1,915
|
|
|
1,249
|
|
|||
(Gain) loss on deconsolidation of businesses (Note 6)
|
|
29
|
|
|
(203
|
)
|
|
—
|
|
|||
Amortization of stock-based awards
|
|
57
|
|
|
55
|
|
|
78
|
|
|||
Regulatory charges resulting from Tax Reform (Note 1)
|
|
—
|
|
|
(15
|
)
|
|
776
|
|
|||
Cash provided (used) by changes in current assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
|
34
|
|
|
(36
|
)
|
|
(88
|
)
|
|||
Inventories
|
|
5
|
|
|
(16
|
)
|
|
8
|
|
|||
Other current assets and deferred charges
|
|
21
|
|
|
17
|
|
|
(21
|
)
|
|||
Accounts payable
|
|
(46
|
)
|
|
(93
|
)
|
|
118
|
|
|||
Accrued liabilities
|
|
153
|
|
|
23
|
|
|
(92
|
)
|
|||
Other, including changes in noncurrent assets and liabilities
|
|
(176
|
)
|
|
(129
|
)
|
|
(158
|
)
|
|||
Net cash provided (used) by operating activities
|
|
3,693
|
|
|
3,293
|
|
|
3,089
|
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Proceeds from (payments of) commercial paper – net
|
|
(4
|
)
|
|
(2
|
)
|
|
(93
|
)
|
|||
Proceeds from long-term debt
|
|
767
|
|
|
3,926
|
|
|
3,333
|
|
|||
Payments of long-term debt
|
|
(909
|
)
|
|
(3,204
|
)
|
|
(5,925
|
)
|
|||
Proceeds from issuance of common stock
|
|
10
|
|
|
15
|
|
|
2,131
|
|
|||
Proceeds from sale of partial interest in consolidated subsidiary (Note 3)
|
|
1,334
|
|
|
—
|
|
|
—
|
|
|||
Common dividends paid
|
|
(1,842
|
)
|
|
(1,386
|
)
|
|
(992
|
)
|
|||
Dividends and distributions paid to noncontrolling interests
|
|
(124
|
)
|
|
(591
|
)
|
|
(822
|
)
|
|||
Contributions from noncontrolling interests
|
|
36
|
|
|
15
|
|
|
17
|
|
|||
Payments for debt issuance costs
|
|
—
|
|
|
(26
|
)
|
|
(17
|
)
|
|||
Other – net
|
|
(13
|
)
|
|
(46
|
)
|
|
(92
|
)
|
|||
Net cash provided (used) by financing activities
|
|
(745
|
)
|
|
(1,299
|
)
|
|
(2,460
|
)
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Property, plant, and equipment:
|
|
|
|
|
|
|
||||||
Capital expenditures (1)
|
|
(2,109
|
)
|
|
(3,256
|
)
|
|
(2,399
|
)
|
|||
Dispositions – net
|
|
(40
|
)
|
|
(7
|
)
|
|
(41
|
)
|
|||
Contributions in aid of construction
|
|
52
|
|
|
411
|
|
|
426
|
|
|||
Proceeds from sale of businesses, net of cash divested
|
|
(2
|
)
|
|
1,296
|
|
|
2,067
|
|
|||
Purchases of businesses, net of cash acquired (Note 3)
|
|
(728
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from dispositions of equity-method investments (Note 6)
|
|
485
|
|
|
—
|
|
|
200
|
|
|||
Purchases of and contributions to equity-method investments (Note 6)
|
|
(453
|
)
|
|
(1,132
|
)
|
|
(132
|
)
|
|||
Other – net
|
|
(32
|
)
|
|
(37
|
)
|
|
(21
|
)
|
|||
Net cash provided (used) by investing activities
|
|
(2,827
|
)
|
|
(2,725
|
)
|
|
100
|
|
|||
Increase (decrease) in cash and cash equivalents
|
|
121
|
|
|
(731
|
)
|
|
729
|
|
|||
Cash and cash equivalents at beginning of year
|
|
168
|
|
|
899
|
|
|
170
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
289
|
|
|
$
|
168
|
|
|
$
|
899
|
|
_________
|
|
|
|
|
|
|
||||||
(1) Increases to property, plant, and equipment
|
|
$
|
(2,023
|
)
|
|
$
|
(3,021
|
)
|
|
$
|
(2,662
|
)
|
Changes in related accounts payable and accrued liabilities
|
|
(86
|
)
|
|
(235
|
)
|
|
263
|
|
|||
Capital expenditures
|
|
$
|
(2,109
|
)
|
|
$
|
(3,256
|
)
|
|
$
|
(2,399
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Determining whether an entity is a VIE;
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Determining whether we are the primary beneficiary of a VIE, including evaluating which activities of the VIE most significantly impact its economic performance and the degree of power that we and our related parties have over those activities through our variable interests;
|
•
|
Identifying events that require reconsideration of whether an entity is a VIE and continuously evaluating whether we are a VIE’s primary beneficiary;
|
•
|
Evaluating whether other owners in entities that are not VIEs are able to effectively participate in significant decisions that would be expected to be made in the ordinary course of business such that we do not have the power to control such entities.
|
•
|
Impairment assessments of investments, property, plant, and equipment, goodwill, and other identifiable intangible assets;
|
•
|
Litigation-related contingencies;
|
•
|
Environmental remediation obligations;
|
•
|
Depreciation and/or amortization of long-lived assets;
|
•
|
Depreciation and/or amortization of equity-method investment basis differences;
|
•
|
Asset retirement obligations (AROs);
|
•
|
Pension and postretirement valuation variables;
|
•
|
Measurement of regulatory liabilities;
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Measurement of deferred income tax assets and liabilities, including assumptions related to the realization of deferred income tax assets;
|
•
|
Revenue recognition, including estimates utilized in recognition of deferred revenue;
|
•
|
Purchase price accounting.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Current assets reported within Other current assets and deferred charges
|
$
|
72
|
|
|
$
|
103
|
|
Noncurrent assets reported within Regulatory assets, deferred charges, and other
|
466
|
|
|
495
|
|
||
Total regulated assets
|
$
|
538
|
|
|
$
|
598
|
|
|
|
|
|
||||
Current liabilities reported within Accrued liabilities
|
$
|
60
|
|
|
$
|
5
|
|
Noncurrent liabilities reported within Regulatory liabilities, deferred income, and other
|
1,277
|
|
|
1,321
|
|
||
Total regulated liabilities
|
$
|
1,337
|
|
|
$
|
1,326
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
Derivative Treatment
|
|
Accounting Method
|
Normal purchases and normal sales exception
|
|
Accrual accounting
|
Designated in a qualifying hedging relationship
|
|
Hedge accounting
|
All other derivatives
|
|
Mark-to-market accounting
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
Firm 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 once scheduled, which includes receiving, transporting or storing (as applicable), and redelivering commodities.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Transco
|
|
Northwest Pipeline
|
|
Atlantic-
Gulf Midstream |
|
Northeast
Midstream
|
|
West Midstream
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||||||
2019
|
|
|
|||||||||||||||||||||||||||||
Revenues from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Non-regulated gathering, processing, transportation, and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Monetary consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
479
|
|
|
$
|
1,171
|
|
|
$
|
1,309
|
|
|
$
|
—
|
|
|
$
|
(75
|
)
|
|
$
|
2,884
|
|
Commodity consideration
|
—
|
|
|
—
|
|
|
41
|
|
|
12
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
203
|
|
||||||||
Regulated interstate natural gas transportation and storage
|
2,336
|
|
|
450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
2,780
|
|
||||||||
Other
|
11
|
|
|
—
|
|
|
26
|
|
|
147
|
|
|
42
|
|
|
—
|
|
|
(16
|
)
|
|
210
|
|
||||||||
Total service revenues
|
2,347
|
|
|
450
|
|
|
546
|
|
|
1,330
|
|
|
1,501
|
|
|
—
|
|
|
(97
|
)
|
|
6,077
|
|
||||||||
Product Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
NGL and natural gas
|
106
|
|
|
—
|
|
|
185
|
|
|
150
|
|
|
1,795
|
|
|
—
|
|
|
(173
|
)
|
|
2,063
|
|
||||||||
Total revenues from contracts with customers
|
2,453
|
|
|
450
|
|
|
731
|
|
|
1,480
|
|
|
3,296
|
|
|
—
|
|
|
(270
|
)
|
|
8,140
|
|
||||||||
Other revenues (1)
|
1
|
|
|
—
|
|
|
8
|
|
|
20
|
|
|
14
|
|
|
30
|
|
|
(12
|
)
|
|
61
|
|
||||||||
Total revenues
|
$
|
2,454
|
|
|
$
|
450
|
|
|
$
|
739
|
|
|
$
|
1,500
|
|
|
$
|
3,310
|
|
|
$
|
30
|
|
|
$
|
(282
|
)
|
|
$
|
8,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2018
|
|
|
|||||||||||||||||||||||||||||
Revenues from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Non-regulated gathering, processing, transportation, and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Monetary consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
541
|
|
|
$
|
861
|
|
|
$
|
1,590
|
|
|
$
|
2
|
|
|
$
|
(73
|
)
|
|
$
|
2,921
|
|
Commodity consideration
|
—
|
|
|
—
|
|
|
59
|
|
|
20
|
|
|
321
|
|
|
—
|
|
|
—
|
|
|
400
|
|
||||||||
Regulated interstate natural gas transportation and storage
|
1,921
|
|
|
443
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2,362
|
|
||||||||
Other
|
2
|
|
|
—
|
|
|
17
|
|
|
94
|
|
|
46
|
|
|
—
|
|
|
(15
|
)
|
|
144
|
|
||||||||
Total service revenues
|
1,923
|
|
|
443
|
|
|
617
|
|
|
975
|
|
|
1,957
|
|
|
2
|
|
|
(90
|
)
|
|
5,827
|
|
||||||||
Product Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
NGL and natural gas
|
127
|
|
|
—
|
|
|
307
|
|
|
287
|
|
|
2,421
|
|
|
—
|
|
|
(382
|
)
|
|
2,760
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
(4
|
)
|
|
17
|
|
||||||||
Total product sales
|
127
|
|
|
—
|
|
|
307
|
|
|
287
|
|
|
2,442
|
|
|
—
|
|
|
(386
|
)
|
|
2,777
|
|
||||||||
Total revenues from contracts with customers
|
2,050
|
|
|
443
|
|
|
924
|
|
|
1,262
|
|
|
4,399
|
|
|
2
|
|
|
(476
|
)
|
|
8,604
|
|
||||||||
Other revenues (1)
|
11
|
|
|
—
|
|
|
18
|
|
|
21
|
|
|
12
|
|
|
32
|
|
|
(12
|
)
|
|
82
|
|
||||||||
Total revenues
|
$
|
2,061
|
|
|
$
|
443
|
|
|
$
|
942
|
|
|
$
|
1,283
|
|
|
$
|
4,411
|
|
|
$
|
34
|
|
|
$
|
(488
|
)
|
|
$
|
8,686
|
|
(1)
|
Revenues not within the scope of ASC 606, “Revenue from Contracts with Customers,” consist of leasing revenues associated with our headquarters building and management fees that we receive for certain services we provide to operated equity-method investments, which are reported in Service revenues in our Consolidated Statement of Operations, and amounts associated with our derivative contracts, which are reported in Product sales in our Consolidated Statement of Operations.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Balance at beginning of period
|
$
|
4
|
|
|
$
|
4
|
|
Revenue recognized in excess of amounts invoiced
|
62
|
|
|
66
|
|
||
Minimum volume commitments invoiced
|
(58
|
)
|
|
(66
|
)
|
||
Balance at end of period
|
$
|
8
|
|
|
$
|
4
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Balance at beginning of period
|
$
|
1,397
|
|
|
$
|
1,596
|
|
Payments received and deferred
|
157
|
|
|
314
|
|
||
Significant financing component
|
13
|
|
|
16
|
|
||
Deconsolidation of Jackalope interest (Note 6)
|
—
|
|
|
(52
|
)
|
||
Deconsolidation of certain Permian assets (Note 6)
|
—
|
|
|
(26
|
)
|
||
Recognized in revenue
|
(352
|
)
|
|
(451
|
)
|
||
Balance at end of period
|
$
|
1,215
|
|
|
$
|
1,397
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Contract Liabilities
|
|
Remaining Performance Obligations
|
||||
|
(Millions)
|
||||||
2020
|
$
|
160
|
|
|
$
|
3,418
|
|
2021
|
121
|
|
|
3,241
|
|
||
2022
|
113
|
|
|
3,117
|
|
||
2023
|
101
|
|
|
2,524
|
|
||
2024
|
91
|
|
|
2,339
|
|
||
Thereafter
|
629
|
|
|
18,815
|
|
||
Total
|
$
|
1,215
|
|
|
$
|
33,454
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
(Millions)
|
||
Current assets, including $13 million cash acquired
|
$
|
55
|
|
Property, plant, and equipment
|
1,387
|
|
|
Other intangible assets
|
328
|
|
|
Total identifiable assets acquired
|
1,770
|
|
|
|
|
||
Current liabilities
|
7
|
|
|
Total liabilities assumed
|
7
|
|
|
|
|
||
Net identifiable assets acquired
|
1,763
|
|
|
|
|
||
Goodwill
|
188
|
|
|
Net assets acquired
|
$
|
1,951
|
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Revenues
|
$
|
8,233
|
|
|
$
|
8,836
|
|
Net income (loss) attributable to The Williams Companies, Inc.
|
928
|
|
|
(128
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
Income (loss) before income taxes of Four Corners area
|
$
|
52
|
|
|
$
|
47
|
|
Income (loss) before income taxes of Four Corners area attributable to The Williams Companies, Inc.
|
43
|
|
|
35
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Year Ended December 31,
|
||
|
2017
|
||
|
(Millions)
|
||
Income (loss) before income taxes of the Geismar Interest
|
$
|
26
|
|
Income (loss) before income taxes of the Geismar Interest attributable to The Williams Companies, Inc.
|
19
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Assets (liabilities):
|
|
|
|
||||
Cash and cash equivalents
|
$
|
102
|
|
|
$
|
33
|
|
Trade accounts and other receivables – net
|
167
|
|
|
62
|
|
||
Other current assets and deferred charges
|
5
|
|
|
2
|
|
||
Property, plant, and equipment – net
|
5,745
|
|
|
2,363
|
|
||
Intangible assets – net of accumulated amortization
|
2,669
|
|
|
1,177
|
|
||
Regulatory assets, deferred charges, and other
|
13
|
|
|
—
|
|
||
Accounts payable
|
(58
|
)
|
|
(15
|
)
|
||
Accrued liabilities
|
(66
|
)
|
|
(115
|
)
|
||
Regulatory liabilities, deferred income, and other
|
(283
|
)
|
|
(264
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Impairment of equity-method investments (Note 18)
|
$
|
(186
|
)
|
|
$
|
(32
|
)
|
|
$
|
—
|
|
Gain (loss) on deconsolidation of businesses
|
(29
|
)
|
|
203
|
|
|
—
|
|
|||
Gain on disposition of equity-method investments
|
122
|
|
|
—
|
|
|
269
|
|
|||
Other
|
14
|
|
|
16
|
|
|
13
|
|
|||
Other investing income (loss) – net
|
$
|
(79
|
)
|
|
$
|
187
|
|
|
$
|
282
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Ownership Interest at December 31, 2019
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
|||||
|
|
|
(Millions)
|
||||||
Appalachia Midstream Investments
|
(1)
|
|
$
|
3,236
|
|
|
$
|
3,218
|
|
RMM
|
50%
|
|
881
|
|
|
776
|
|
||
Discovery
|
60%
|
|
472
|
|
|
507
|
|
||
Caiman II
|
58%
|
|
428
|
|
|
412
|
|
||
OPPL
|
50%
|
|
403
|
|
|
415
|
|
||
Laurel Mountain
|
69%
|
|
249
|
|
|
314
|
|
||
Gulfstream
|
50%
|
|
217
|
|
|
225
|
|
||
Brazos Permian II
|
15%
|
|
194
|
|
|
191
|
|
||
UEOM
|
(2)
|
|
—
|
|
|
1,293
|
|
||
Jackalope
|
(3)
|
|
—
|
|
|
343
|
|
||
Other
|
Various
|
|
155
|
|
|
127
|
|
||
|
|
|
$
|
6,235
|
|
|
$
|
7,821
|
|
(1)
|
Includes equity-method investments in multiple gathering systems in the Marcellus Shale with an approximate average 66 percent interest.
|
(2)
|
At December 31, 2018, we owned a 62 percent interest in UEOM. On March 18, 2019, we acquired the remaining 38 percent interest. As a result of acquiring this additional interest, we obtained control of and now consolidate UEOM.
|
(3)
|
At December 31, 2018, we owned a 50 percent interest in Jackalope. In April 2019, we sold our interest in Jackalope.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
RMM
|
$
|
145
|
|
|
$
|
795
|
|
|
$
|
—
|
|
Appalachia Midstream Investments
|
140
|
|
|
246
|
|
|
70
|
|
|||
Laurel Mountain
|
36
|
|
|
16
|
|
|
—
|
|
|||
Caiman II
|
28
|
|
|
—
|
|
|
24
|
|
|||
Jackalope
|
24
|
|
|
42
|
|
|
—
|
|
|||
Brazos Permian II
|
18
|
|
|
27
|
|
|
—
|
|
|||
Discovery
|
—
|
|
|
5
|
|
|
1
|
|
|||
DBJV
|
—
|
|
|
—
|
|
|
32
|
|
|||
Other
|
62
|
|
|
1
|
|
|
5
|
|
|||
|
$
|
453
|
|
|
$
|
1,132
|
|
|
$
|
132
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Appalachia Midstream Investments
|
$
|
293
|
|
|
$
|
297
|
|
|
$
|
270
|
|
Gulfstream
|
86
|
|
|
93
|
|
|
92
|
|
|||
OPPL
|
77
|
|
|
73
|
|
|
68
|
|
|||
Caiman II
|
42
|
|
|
46
|
|
|
49
|
|
|||
Discovery
|
41
|
|
|
45
|
|
|
127
|
|
|||
RMM
|
38
|
|
|
—
|
|
|
—
|
|
|||
Laurel Mountain
|
30
|
|
|
23
|
|
|
32
|
|
|||
UEOM
|
13
|
|
|
70
|
|
|
80
|
|
|||
DBJV
|
—
|
|
|
—
|
|
|
39
|
|
|||
Other
|
37
|
|
|
46
|
|
|
27
|
|
|||
|
$
|
657
|
|
|
$
|
693
|
|
|
$
|
784
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Assets (liabilities):
|
|
|
|
||||
Current assets
|
$
|
581
|
|
|
$
|
834
|
|
Noncurrent assets
|
11,966
|
|
|
13,199
|
|
||
Current liabilities
|
(341
|
)
|
|
(605
|
)
|
||
Noncurrent liabilities
|
(2,532
|
)
|
|
(2,491
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Gross revenue
|
$
|
2,490
|
|
|
$
|
2,411
|
|
|
$
|
1,961
|
|
Operating income
|
685
|
|
|
804
|
|
|
871
|
|
|||
Net income
|
598
|
|
|
795
|
|
|
806
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Other (income) expense – net within Costs and expenses
|
|
|
|
|
|
||||||
Atlantic-Gulf
|
|
|
|
|
|
||||||
Amortization of regulatory assets associated with asset retirement obligations
|
$
|
21
|
|
|
$
|
33
|
|
|
$
|
33
|
|
Net accrual (amortization) of regulatory liability related to overcollection of certain employee expenses
|
(17
|
)
|
|
22
|
|
|
22
|
|
|||
Project development costs related to Constitution (see Note 4)
|
3
|
|
|
4
|
|
|
16
|
|
|||
Amortization of regulatory liability associated with Tax Reform
|
(26
|
)
|
|
—
|
|
|
—
|
|
|||
Gains on asset retirements
|
—
|
|
|
(12
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
West
|
|
|
|
|
|
||||||
Regulatory charge per approved rates related to Tax Reform
|
24
|
|
|
24
|
|
|
—
|
|
|||
Charge for regulatory liability associated with the decrease in Northwest Pipeline’s estimated deferred state income tax rates following WPZ Merger
|
—
|
|
|
12
|
|
|
—
|
|
|||
Gains on contract settlements and terminations
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||
|
|
|
|
|
|
||||||
Other
|
|
|
|
|
|
||||||
Change to (benefit of) regulatory asset associated with Transco’s estimated deferred state income tax rate following WPZ Merger
|
12
|
|
|
(37
|
)
|
|
—
|
|
|||
Gain on sale of refinery grade propylene splitter
|
—
|
|
|
—
|
|
|
(12
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Other income (expense) – net below Operating income (loss)
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Atlantic-Gulf
|
|
|
|
|
|
||||||
Allowance for equity funds used during construction
|
$
|
29
|
|
|
$
|
87
|
|
|
$
|
70
|
|
Settlement charge from pension early payout program
|
—
|
|
|
(7
|
)
|
|
(15
|
)
|
|||
Regulatory adjustments resulting from Tax Reform
|
—
|
|
|
—
|
|
|
(33
|
)
|
|||
|
|
|
|
|
|
||||||
Northeast G&P
|
|
|
|
|
|
||||||
Settlement charge from pension early payout program
|
—
|
|
|
(4
|
)
|
|
(7
|
)
|
|||
|
|
|
|
|
|
||||||
West
|
|
|
|
|
|
||||||
Settlement charge from pension early payout program
|
—
|
|
|
(6
|
)
|
|
(13
|
)
|
|||
Regulatory adjustments resulting from Tax Reform
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
|
|
|
|
|
|
||||||
Other
|
|
|
|
|
|
||||||
Income associated with a regulatory asset related to deferred taxes on equity funds used during construction
|
9
|
|
|
35
|
|
|
52
|
|
|||
Net gain (loss) associated with early retirement of debt
|
—
|
|
|
(7
|
)
|
|
27
|
|
|||
Settlement charge from pension early payout program
|
—
|
|
|
(5
|
)
|
|
(35
|
)
|
|||
Regulatory adjustments resulting from Tax Reform
|
—
|
|
|
(1
|
)
|
|
(63
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Atlantic-Gulf
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Northeast G&P
|
7
|
|
|
—
|
|
|
—
|
|
|||
West
|
17
|
|
|
—
|
|
|
—
|
|
|||
Other
|
1
|
|
|
—
|
|
|
22
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(41
|
)
|
|
$
|
(83
|
)
|
|
$
|
15
|
|
State
|
(5
|
)
|
|
1
|
|
|
23
|
|
|||
Foreign
|
2
|
|
|
—
|
|
|
—
|
|
|||
|
(44
|
)
|
|
(82
|
)
|
|
38
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
280
|
|
|
183
|
|
|
(2,004
|
)
|
|||
State
|
99
|
|
|
37
|
|
|
(8
|
)
|
|||
|
379
|
|
|
220
|
|
|
(2,012
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
335
|
|
|
$
|
138
|
|
|
$
|
(1,974
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Provision (benefit) at statutory rate
|
$
|
224
|
|
|
$
|
69
|
|
|
$
|
187
|
|
Increases (decreases) in taxes resulting from:
|
|
|
|
|
|
||||||
Impact of nontaxable noncontrolling interests
|
29
|
|
|
(73
|
)
|
|
(117
|
)
|
|||
Federal Tax Reform rate change
|
—
|
|
|
—
|
|
|
(1,932
|
)
|
|||
State income taxes (net of federal benefit)
|
74
|
|
|
(10
|
)
|
|
(17
|
)
|
|||
State deferred income tax rate change
|
—
|
|
|
38
|
|
|
26
|
|
|||
Foreign operations – net (including tax effect of Canadian Sale)
|
2
|
|
|
—
|
|
|
(127
|
)
|
|||
Federal valuation allowance
|
3
|
|
|
105
|
|
|
—
|
|
|||
Other – net
|
3
|
|
|
9
|
|
|
6
|
|
|||
Provision (benefit) for income taxes
|
$
|
335
|
|
|
$
|
138
|
|
|
$
|
(1,974
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Deferred income tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
$
|
1,921
|
|
|
$
|
2,317
|
|
Investments
|
1,411
|
|
|
295
|
|
||
Other
|
82
|
|
|
30
|
|
||
Total deferred income tax liabilities
|
3,414
|
|
|
2,642
|
|
||
Deferred income tax assets:
|
|
|
|
||||
Accrued liabilities
|
729
|
|
|
667
|
|
||
Minimum tax credit
|
29
|
|
|
71
|
|
||
Foreign tax credit
|
140
|
|
|
140
|
|
||
Federal loss carryovers
|
544
|
|
|
147
|
|
||
State losses and credits
|
362
|
|
|
319
|
|
||
Other
|
147
|
|
|
94
|
|
||
Total deferred income tax assets
|
1,951
|
|
|
1,438
|
|
||
Less valuation allowance
|
319
|
|
|
320
|
|
||
Net deferred income tax assets
|
1,632
|
|
|
1,118
|
|
||
Overall net deferred income tax liabilities
|
$
|
1,782
|
|
|
$
|
1,524
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Balance at beginning of period
|
$
|
51
|
|
|
$
|
50
|
|
Additions for tax positions of prior years
|
—
|
|
|
1
|
|
||
Balance at end of period
|
$
|
51
|
|
|
$
|
51
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Dollars in millions, except per-share
amounts; shares in thousands)
|
||||||||||
Income (loss) from continuing operations available to common stockholders
|
$
|
862
|
|
|
$
|
(156
|
)
|
|
$
|
2,174
|
|
Basic weighted-average shares
|
1,212,037
|
|
|
973,626
|
|
|
826,177
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Nonvested restricted stock units
|
1,811
|
|
|
—
|
|
|
1,704
|
|
|||
Stock options
|
163
|
|
|
—
|
|
|
637
|
|
|||
Diluted weighted-average shares (1)
|
1,214,011
|
|
|
973,626
|
|
|
828,518
|
|
|||
Earnings (loss) per common share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
.71
|
|
|
$
|
(.16
|
)
|
|
$
|
2.63
|
|
Diluted
|
$
|
.71
|
|
|
$
|
(.16
|
)
|
|
$
|
2.62
|
|
(1)
|
For the year ended December 31, 2018, 2.0 million weighted-average nonvested restricted stock units and 0.5 million weighted-average stock options have been excluded from the computation of diluted earnings (loss) per common share as their inclusion would be antidilutive due to our loss from continuing operations attributable to The Williams Companies, Inc.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Millions)
|
||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
1,187
|
|
|
$
|
1,319
|
|
|
$
|
186
|
|
|
$
|
206
|
|
Service cost
|
45
|
|
|
50
|
|
|
1
|
|
|
1
|
|
||||
Interest cost
|
50
|
|
|
46
|
|
|
8
|
|
|
7
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Benefits paid
|
(111
|
)
|
|
(35
|
)
|
|
(12
|
)
|
|
(13
|
)
|
||||
Net actuarial loss (gain)
|
69
|
|
|
(90
|
)
|
|
30
|
|
|
(17
|
)
|
||||
Settlements
|
(3
|
)
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
||||
Net increase (decrease) in benefit obligation
|
50
|
|
|
(132
|
)
|
|
29
|
|
|
(20
|
)
|
||||
Benefit obligation at end of year
|
1,237
|
|
|
1,187
|
|
|
215
|
|
|
186
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
1,132
|
|
|
1,227
|
|
|
214
|
|
|
227
|
|
||||
Actual return on plan assets
|
218
|
|
|
(45
|
)
|
|
38
|
|
|
(7
|
)
|
||||
Employer contributions
|
63
|
|
|
88
|
|
|
5
|
|
|
5
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||
Benefits paid
|
(111
|
)
|
|
(35
|
)
|
|
(12
|
)
|
|
(13
|
)
|
||||
Settlements
|
(3
|
)
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
||||
Net increase (decrease) in fair value of plan assets
|
167
|
|
|
(95
|
)
|
|
33
|
|
|
(13
|
)
|
||||
Fair value of plan assets at end of year
|
1,299
|
|
|
1,132
|
|
|
247
|
|
|
214
|
|
||||
Funded status — overfunded (underfunded)
|
$
|
62
|
|
|
$
|
(55
|
)
|
|
$
|
32
|
|
|
$
|
28
|
|
Accumulated benefit obligation
|
$
|
1,221
|
|
|
$
|
1,171
|
|
|
|
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Overfunded (underfunded) pension plans:
|
|
|
|
||||
Noncurrent assets
|
$
|
92
|
|
|
$
|
—
|
|
Current liabilities
|
(3
|
)
|
|
(2
|
)
|
||
Noncurrent liabilities
|
(27
|
)
|
|
(53
|
)
|
||
|
|
|
|
||||
Overfunded (underfunded) other postretirement benefit plan:
|
|
|
|
||||
Noncurrent assets
|
38
|
|
|
34
|
|
||
Current liabilities
|
(6
|
)
|
|
(6
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Plans with a projected benefit obligation in excess of plan assets:
|
|
|
|
||||
Projected benefit obligation
|
$
|
29
|
|
|
$
|
1,187
|
|
Fair value of plan assets
|
—
|
|
|
1,132
|
|
||
|
|
|
|
||||
Plans with an accumulated benefit obligation in excess of plan assets:
|
|
|
|
||||
Accumulated benefit obligation
|
26
|
|
|
367
|
|
||
Fair value of plan assets
|
—
|
|
|
326
|
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(Millions)
|
||||||||||||||
Amounts included in Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
$
|
(243
|
)
|
|
$
|
(347
|
)
|
|
$
|
(21
|
)
|
|
$
|
(12
|
)
|
Amounts included in regulatory liabilities associated with Transco and Northwest Pipeline:
|
|
|
|
|
|
|
|
||||||||
Net actuarial gain
|
N/A
|
|
|
N/A
|
|
|
$
|
11
|
|
|
$
|
4
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Components of net periodic benefit cost (credit):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
45
|
|
|
$
|
50
|
|
|
$
|
50
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
50
|
|
|
46
|
|
|
59
|
|
|
8
|
|
|
7
|
|
|
8
|
|
||||||
Expected return on plan assets
|
(61
|
)
|
|
(63
|
)
|
|
(82
|
)
|
|
(10
|
)
|
|
(11
|
)
|
|
(11
|
)
|
||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(13
|
)
|
||||||
Amortization of net actuarial loss
|
15
|
|
|
23
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net actuarial loss from settlements
|
1
|
|
|
23
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Reclassification to regulatory liability
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
3
|
|
||||||
Net periodic benefit cost (credit)
|
$
|
50
|
|
|
$
|
79
|
|
|
$
|
125
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
(12
|
)
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain (loss)
|
$
|
88
|
|
|
$
|
(18
|
)
|
|
$
|
62
|
|
|
$
|
(9
|
)
|
|
$
|
9
|
|
|
$
|
(3
|
)
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
Amortization of net actuarial loss
|
15
|
|
|
23
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net actuarial loss from settlements
|
1
|
|
|
23
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss)
|
$
|
104
|
|
|
$
|
28
|
|
|
$
|
160
|
|
|
$
|
(9
|
)
|
|
$
|
9
|
|
|
$
|
(8
|
)
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(Millions)
|
||||||||||
Other changes in plan assets and benefit obligations recognized in regulatory (assets) and liabilities:
|
|
|
|
|
|
|
||||||
Net actuarial gain (loss)
|
|
$
|
7
|
|
|
$
|
(10
|
)
|
|
$
|
6
|
|
Amortization of prior service credit
|
|
—
|
|
|
(2
|
)
|
|
(8
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Discount rate
|
3.19
|
%
|
|
4.34
|
%
|
|
3.27
|
%
|
|
4.39
|
%
|
Rate of compensation increase
|
3.68
|
|
|
4.83
|
|
|
N/A
|
|
|
N/A
|
|
Cash balance interest crediting rate
|
3.50
|
|
|
4.25
|
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits
|
|
Other
Postretirement Benefits
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Discount rate
|
4.33
|
%
|
|
3.67
|
%
|
|
4.17
|
%
|
|
4.39
|
%
|
|
3.71
|
%
|
|
4.27
|
%
|
Expected long-term rate of return on plan assets
|
5.26
|
|
|
5.34
|
|
|
6.45
|
|
|
5.01
|
|
|
4.95
|
|
|
5.53
|
|
Rate of compensation increase
|
4.83
|
|
|
4.93
|
|
|
4.87
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Cash balance interest crediting rate
|
4.25
|
|
|
4.25
|
|
|
4.25
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2019
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Pension assets:
|
|
|
|
|
|
|
|
||||||||
Cash management fund
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Equity securities
|
41
|
|
|
22
|
|
|
—
|
|
|
63
|
|
||||
Fixed income securities (1):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
62
|
|
|
—
|
|
|
—
|
|
|
62
|
|
||||
Governments and municipal bonds
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
||||
Mortgage and asset-backed securities
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
Corporate bonds
|
—
|
|
|
360
|
|
|
—
|
|
|
360
|
|
||||
Other
|
5
|
|
|
4
|
|
|
—
|
|
|
9
|
|
||||
|
$
|
119
|
|
|
$
|
432
|
|
|
$
|
—
|
|
|
551
|
|
|
Commingled investment funds measured at net asset value practical expedient (2):
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap
|
|
|
|
|
|
|
133
|
|
|||||||
Equities — Global large and mid cap
|
|
|
|
|
|
|
100
|
|
|||||||
Equities — International emerging markets
|
|
|
|
|
|
|
26
|
|
|||||||
Fixed income — U.S. long and intermediate duration
|
|
|
|
|
|
|
380
|
|
|||||||
Fixed income — Corporate bonds
|
|
|
|
|
|
|
109
|
|
|||||||
Total assets at fair value at December 31, 2019
|
|
|
|
|
|
|
$
|
1,299
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2018
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Pension assets:
|
|
|
|
|
|
|
|
||||||||
Cash management fund
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Equity securities
|
52
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||
Fixed income securities (1):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
157
|
|
|
—
|
|
|
—
|
|
|
157
|
|
||||
Government and municipal bonds
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||
Mortgage and asset-backed securities
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
||||
Corporate bonds
|
—
|
|
|
210
|
|
|
—
|
|
|
210
|
|
||||
Insurance company investment contracts and other
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
|
$
|
219
|
|
|
$
|
285
|
|
|
$
|
—
|
|
|
504
|
|
|
Commingled investment funds measured at net asset value practical expedient (2):
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap
|
|
|
|
|
|
|
123
|
|
|||||||
Equities — International small cap
|
|
|
|
|
|
|
8
|
|
|||||||
Equities — International emerging markets
|
|
|
|
|
|
|
19
|
|
|||||||
Equities — International developed markets
|
|
|
|
|
|
|
51
|
|
|||||||
Fixed income — U.S. long duration
|
|
|
|
|
|
|
335
|
|
|||||||
Fixed income — Corporate bonds
|
|
|
|
|
|
|
92
|
|
|||||||
Total assets at fair value at December 31, 2018
|
|
|
|
|
|
|
$
|
1,132
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2019
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Other postretirement benefit assets:
|
|
|
|
|
|
|
|
||||||||
Cash management funds
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Equity securities
|
35
|
|
|
9
|
|
|
—
|
|
|
44
|
|
||||
Fixed income securities (1):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Governments and municipal bonds
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||
Mortgage and asset-backed securities
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Corporate bonds
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
||||
Mutual fund — Municipal bonds
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
||||
|
$
|
100
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
157
|
|
|
Commingled investment funds measured at net asset value practical expedient (2):
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap
|
|
|
|
|
|
|
16
|
|
|||||||
Equities — Global large and mid cap
|
|
|
|
|
|
|
12
|
|
|||||||
Equities — International emerging markets
|
|
|
|
|
|
|
3
|
|
|||||||
Fixed income — U.S. long and intermediate duration
|
|
|
|
|
|
|
46
|
|
|||||||
Fixed income — Corporate bonds
|
|
|
|
|
|
|
13
|
|
|||||||
Total assets at fair value at December 31, 2019
|
|
|
|
|
|
|
$
|
247
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2018
|
||||||||||||||
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Other postretirement benefit assets:
|
|
|
|
|
|
|
|
||||||||
Cash management funds
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Equity securities
|
29
|
|
|
5
|
|
|
—
|
|
|
34
|
|
||||
Fixed income securities (1):
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||
Government and municipal bonds
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Mortgage and asset-backed securities
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Corporate bonds
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||
Mutual fund — Municipal bonds
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
||||
|
$
|
102
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
140
|
|
|
Commingled investment funds measured at net asset value practical expedient (2):
|
|
|
|
|
|
|
|
||||||||
Equities — U.S. large cap
|
|
|
|
|
|
|
14
|
|
|||||||
Equities — International small cap
|
|
|
|
|
|
|
1
|
|
|||||||
Equities — International emerging markets
|
|
|
|
|
|
|
2
|
|
|||||||
Equities — International developed markets
|
|
|
|
|
|
|
6
|
|
|||||||
Fixed income — U.S. long duration
|
|
|
|
|
|
|
40
|
|
|||||||
Fixed income — Corporate bonds
|
|
|
|
|
|
|
11
|
|
|||||||
Total assets at fair value at December 31, 2018
|
|
|
|
|
|
|
$
|
214
|
|
(1)
|
The weighted-average credit quality rating of the fixed income security portfolio is investment grade with a weighted-average duration of approximately 14 years for 2019 and 13 years for 2018.
|
(2)
|
The stated intents of the funds vary based on each commingled fund’s investment objective. These objectives generally include strategies to replicate or outperform various market indices. Certain standard withdrawal restrictions generally apply, which may include redemption notification period restrictions ranging from 1 day to 30 days. Additionally, the fund managers retain the right to restrict withdrawals from and/or purchases into the funds so as not to disadvantage other investors in the funds. Generally, the funds also reserve the right to make all or a portion of the redemption in-kind rather than in cash or a combination of cash and in-kind.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Pension
Benefits
|
|
Other
Postretirement
Benefits
|
||||
|
(Millions)
|
||||||
2020
|
$
|
100
|
|
|
$
|
14
|
|
2021
|
99
|
|
|
14
|
|
||
2022
|
97
|
|
|
14
|
|
||
2023
|
93
|
|
|
14
|
|
||
2024
|
90
|
|
|
14
|
|
||
2025-2029
|
433
|
|
|
62
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Year Ended December 31,
|
||
|
2019
|
||
|
(Millions)
|
||
Lease Cost:
|
|
||
Operating lease cost
|
$
|
40
|
|
Short-term lease cost
|
—
|
|
|
Variable lease cost
|
27
|
|
|
Sublease income
|
(2
|
)
|
|
Total lease cost
|
$
|
65
|
|
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
39
|
|
|
December 31, 2019
|
||
|
(Millions)
|
||
Other Information:
|
|
||
Right-of-use asset (included in Regulatory assets, deferred charges, and other in our Consolidated Balance Sheet)
|
$
|
207
|
|
Operating lease liabilities:
|
|
||
Current (included in Accrued liabilities in our Consolidated Balance Sheet)
|
$
|
21
|
|
Noncurrent (included in Regulatory liabilities, deferred income, and other in our Consolidated Balance Sheet)
|
$
|
188
|
|
Weighted-average remaining lease term – operating leases (years)
|
13
|
||
Weighted-average discount rate – operating leases
|
4.61%
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
(Millions)
|
||
2020
|
$
|
29
|
|
2021
|
33
|
|
|
2022
|
28
|
|
|
2023
|
22
|
|
|
2024
|
19
|
|
|
Thereafter
|
157
|
|
|
Total future lease payments
|
288
|
|
|
Less amount representing interest
|
79
|
|
|
Total obligations under operating leases
|
$
|
209
|
|
|
|
|
|
|
|
|
|
||||
|
Estimated
Useful Life (1)
(Years)
|
|
Depreciation
Rates (1)
(%)
|
|
December 31,
|
||||||
2019
|
|
2018
|
|||||||||
|
|
|
|
|
(Millions)
|
||||||
Nonregulated:
|
|
|
|
|
|
|
|
||||
Natural gas gathering and processing facilities
|
5 - 40
|
|
|
|
$
|
17,593
|
|
|
$
|
15,324
|
|
Construction in progress
|
Not applicable
|
|
|
|
354
|
|
|
778
|
|
||
Other
|
2 - 45
|
|
|
|
2,519
|
|
|
2,356
|
|
||
Regulated:
|
|
|
|
|
|
|
|
||||
Natural gas transmission facilities
|
|
|
1.25 - 7.13
|
|
18,076
|
|
|
17,312
|
|
||
Construction in progress
|
Not applicable
|
|
Not applicable
|
|
586
|
|
|
965
|
|
||
Other
|
5 - 45
|
|
0.00 - 33.33
|
|
2,382
|
|
|
1,926
|
|
||
Total property, plant, and equipment, at cost
|
|
|
|
|
41,510
|
|
|
38,661
|
|
||
Accumulated depreciation and amortization
|
|
|
|
|
(12,310
|
)
|
|
(11,157
|
)
|
||
Property, plant, and equipment — net
|
|
|
|
|
$
|
29,200
|
|
|
$
|
27,504
|
|
(1)
|
Estimated useful life and depreciation rates are presented as of December 31, 2019. Depreciation rates and estimated useful lives for regulated assets are prescribed by the FERC.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Beginning balance
|
$
|
1,032
|
|
|
$
|
998
|
|
Liabilities incurred
|
15
|
|
|
21
|
|
||
Liabilities settled
|
(8
|
)
|
|
(19
|
)
|
||
Accretion expense
|
59
|
|
|
71
|
|
||
Revisions (1)
|
67
|
|
|
(39
|
)
|
||
Ending balance
|
$
|
1,165
|
|
|
$
|
1,032
|
|
(1)
|
Several factors are considered in the annual review process, including inflation rates, current estimates for removal cost, market risk premiums, discount rates, and the estimated remaining useful life of the assets. The 2019 revisions reflect changes in removal cost estimates, decreases in the estimated remaining useful life of certain assets, increases in inflation rates, and decreases in the discount rates used in the annual review process. The 2018 revisions reflect changes in removal cost estimates, decreases in the estimated remaining useful life of certain assets, and increases in the discount rates used in the annual review process.
|
|
Northeast G&P
|
|
West
|
|
Total
|
||||||
|
(Millions)
|
||||||||||
December 31, 2017
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
47
|
|
Jackalope Deconsolidation (see Note 6)
|
|
|
(47
|
)
|
|
(47
|
)
|
||||
December 31, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|||
UEOM Acquisition (see Note 3)
|
188
|
|
|
|
|
188
|
|
||||
December 31, 2019
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
188
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
2019
|
|
2018
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
|
(Millions)
|
||||||||||||||
Contractual customer relationships
|
$
|
9,560
|
|
|
$
|
(1,789
|
)
|
|
$
|
9,232
|
|
|
$
|
(1,465
|
)
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Interest on debt
|
$
|
288
|
|
|
$
|
282
|
|
Employee costs
|
226
|
|
|
205
|
|
||
Estimated rate refund liabilities (Note 19)
|
189
|
|
|
—
|
|
||
Contract liabilities (Note 2)
|
158
|
|
|
244
|
|
||
Asset retirement obligation (Note 12)
|
48
|
|
|
64
|
|
||
Operating lease liabilities (Note 11)
|
21
|
|
|
—
|
|
||
Other, including other loss contingencies
|
346
|
|
|
307
|
|
||
|
$
|
1,276
|
|
|
$
|
1,102
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
Transco:
|
|
|
|
||||
7.08% Debentures due 2026
|
$
|
8
|
|
|
$
|
8
|
|
7.25% Debentures due 2026
|
200
|
|
|
200
|
|
||
7.85% Notes due 2026
|
1,000
|
|
|
1,000
|
|
||
4% Notes due 2028
|
400
|
|
|
400
|
|
||
5.4% Notes due 2041
|
375
|
|
|
375
|
|
||
4.45% Notes due 2042
|
400
|
|
|
400
|
|
||
4.6% Notes due 2048
|
600
|
|
|
600
|
|
||
Other financing obligation - Atlantic Sunrise
|
857
|
|
|
807
|
|
||
Other financing obligation - Dalton
|
259
|
|
|
260
|
|
||
Northwest Pipeline:
|
|
|
|
||||
7.125% Debentures due 2025
|
85
|
|
|
85
|
|
||
4% Notes due 2027
|
500
|
|
|
500
|
|
||
WMB:
|
|
|
|
||||
4.125% Notes due 2020
|
600
|
|
|
600
|
|
||
5.25% Notes due 2020
|
1,500
|
|
|
1,500
|
|
||
4% Notes due 2021
|
500
|
|
|
500
|
|
||
7.875% Notes due 2021
|
371
|
|
|
371
|
|
||
3.35% Notes due 2022
|
750
|
|
|
750
|
|
||
3.6% Notes due 2022
|
1,250
|
|
|
1,250
|
|
||
3.7% Notes due 2023
|
850
|
|
|
850
|
|
||
4.5% Notes due 2023
|
600
|
|
|
600
|
|
||
4.3% Notes due 2024
|
1,000
|
|
|
1,000
|
|
||
4.55% Notes due 2024
|
1,250
|
|
|
1,250
|
|
||
3.9% Notes due 2025
|
750
|
|
|
750
|
|
||
4% Notes due 2025
|
750
|
|
|
750
|
|
||
3.75% Notes due 2027
|
1,450
|
|
|
1,450
|
|
||
7.5% Debentures due 2031
|
339
|
|
|
339
|
|
||
7.75% Notes due 2031
|
252
|
|
|
252
|
|
||
8.75% Notes due 2032
|
445
|
|
|
445
|
|
||
6.3% Notes due 2040
|
1,250
|
|
|
1,250
|
|
||
5.8% Notes due 2043
|
400
|
|
|
400
|
|
||
5.4% Notes due 2044
|
500
|
|
|
500
|
|
||
5.75% Notes due 2044
|
650
|
|
|
650
|
|
||
4.9% Notes due 2045
|
500
|
|
|
500
|
|
||
5.1% Notes due 2045
|
1,000
|
|
|
1,000
|
|
||
4.85% Notes due 2048
|
800
|
|
|
800
|
|
||
Various — 7.625% to 10.25% Notes and Debentures due 2019 to 2027
|
24
|
|
|
55
|
|
||
Credit facility loans
|
—
|
|
|
160
|
|
||
Debt issuance costs
|
(119
|
)
|
|
(131
|
)
|
||
Net unamortized debt premium (discount)
|
(58
|
)
|
|
(62
|
)
|
||
Total long-term debt, including current portion
|
22,288
|
|
|
22,414
|
|
||
Long-term debt due within one year
|
(2,140
|
)
|
|
(47
|
)
|
||
Long-term debt
|
$
|
20,148
|
|
|
$
|
22,367
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31, 2019
|
||
|
(Millions)
|
||
2020
|
$
|
2,141
|
|
2021
|
893
|
|
|
2022
|
2,025
|
|
|
2023
|
1,477
|
|
|
2024
|
2,279
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
December 31, 2019
|
||||||
|
Stated Capacity
|
|
Outstanding
|
||||
|
(Millions)
|
||||||
Long-term credit facility (1)
|
$
|
4,500
|
|
|
$
|
—
|
|
Letters of credit under certain bilateral bank agreements
|
|
|
14
|
|
(1)
|
In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program.
|
•
|
Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets, make certain distributions during an event of default, and enter into certain restrictive agreements.
|
•
|
If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments and accelerate the maturity of the loans and exercise other rights and remedies.
|
•
|
Other than swing line loans, each time funds are borrowed, the applicable borrower may choose from two methods of calculating interest: a fluctuating base rate equal to Citibank N.A.'s alternate base rate plus an applicable margin or a periodic fixed rate equal to the London Interbank Offered Rate plus an applicable margin. We are required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin and the commitment fee are determined by reference to a pricing schedule based on the applicable borrower’s senior unsecured long-term debt ratings.
|
•
|
5.75 to 1 for each fiscal quarter end through June 30, 2019;
|
•
|
5.5 to 1 for the fiscal quarters ending September 30, 2019, and December 31, 2019;
|
•
|
5.0 to 1 for the fiscal quarter ending March 31, 2020, and each subsequent fiscal quarter end, except for the fiscal quarter and the two following fiscal quarters in which one or more acquisitions with a total aggregate purchase price of $25 million or more has been executed, in which case the ratio of debt to EBITDA is to be no greater than 5.5 to 1.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
|
|
Pension and
Other Post
Retirement
Benefits
|
|
Total
|
||||||||
|
(Millions)
|
||||||||||||||
Balance at December 31, 2018
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(267
|
)
|
|
$
|
(270
|
)
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
—
|
|
|
59
|
|
|
59
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
71
|
|
|
71
|
|
||||
Balance at December 31, 2019
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(196
|
)
|
|
$
|
(199
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
Component
|
|
Reclassifications
|
|
Classification
|
||
|
|
(Millions)
|
|
|
||
Pension and other postretirement benefits:
|
|
|
|
|
||
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit)
|
|
$
|
16
|
|
|
Other income (expense) – net below Operating income (loss)
|
Income tax benefit
|
|
(4
|
)
|
|
Provision (benefit) for income taxes
|
|
Reclassifications during the period
|
|
$
|
12
|
|
|
|
Stock Options
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(Millions)
|
|
|
|
(Millions)
|
|||||
Outstanding at December 31, 2018
|
7.3
|
|
|
$
|
31.55
|
|
|
|
||
Granted
|
—
|
|
|
$
|
—
|
|
|
|
||
Exercised
|
(0.4
|
)
|
|
$
|
11.31
|
|
|
|
||
Cancelled
|
(0.1
|
)
|
|
$
|
35.62
|
|
|
|
||
Outstanding at December 31, 2019
|
6.8
|
|
|
$
|
32.64
|
|
|
$
|
2
|
|
Exercisable at December 31, 2019
|
5.8
|
|
|
$
|
33.22
|
|
|
$
|
2
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(Millions)
|
||||||||||
Total intrinsic value of options exercised
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Tax benefits realized on options exercised
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Cash received from the exercise of options
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
7
|
|
|
2018
|
|
2017
|
||||
Weighted-average grant date fair value of options for our common stock granted during the year, per share
|
$
|
5.49
|
|
|
$
|
6.61
|
|
Weighted-average assumptions:
|
|
|
|
||||
Dividend yield
|
4.7
|
%
|
|
4.2
|
%
|
||
Volatility
|
30.1
|
%
|
|
35.1
|
%
|
||
Risk-free interest rate
|
2.7
|
%
|
|
2.1
|
%
|
||
Expected life (years)
|
6.0
|
|
|
6.0
|
|
Restricted Stock Units Outstanding
|
Shares
|
|
Weighted-
Average
Fair Value (1)
|
|||
|
(Millions)
|
|
|
|||
Nonvested at December 31, 2018
|
4.5
|
|
|
$
|
28.96
|
|
Granted
|
2.5
|
|
|
$
|
25.87
|
|
Forfeited
|
(0.5
|
)
|
|
$
|
28.48
|
|
Vested
|
(1.1
|
)
|
|
$
|
26.25
|
|
Nonvested at December 31, 2019
|
5.4
|
|
|
$
|
28.11
|
|
(1)
|
Performance-based restricted stock units are valued considering measures of total shareholder return utilizing a Monte Carlo valuation method and return on capital employed. All other restricted stock units are valued at the grant-date market price. Restricted stock units generally vest after three years.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
Value of Restricted Stock Units
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted-average grant date fair value of restricted stock units granted during the year, per share
|
$
|
25.87
|
|
|
$
|
30.48
|
|
|
$
|
29.47
|
|
Total fair value of restricted stock units vested during the year (in millions)
|
$
|
29
|
|
|
$
|
35
|
|
|
$
|
33
|
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Quoted
Prices In
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Assets (liabilities) at December 31, 2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
$
|
201
|
|
|
$
|
201
|
|
|
$
|
201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivative assets not designated as hedging instruments
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||
Energy derivative liabilities not designated as hedging instruments
|
(3
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, including current portion
|
(22,288
|
)
|
|
(25,319
|
)
|
|
—
|
|
|
(25,319
|
)
|
|
—
|
|
|||||
Guarantees
|
(41
|
)
|
|
(27
|
)
|
|
—
|
|
|
(11
|
)
|
|
(16
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets (liabilities) at December 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
$
|
150
|
|
|
$
|
150
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivative assets not designated as hedging instruments
|
3
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||
Energy derivative liabilities not designated as hedging instruments
|
(7
|
)
|
|
(7
|
)
|
|
(4
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, including current portion
|
(22,414
|
)
|
|
(23,330
|
)
|
|
—
|
|
|
(23,330
|
)
|
|
—
|
|
|||||
Guarantees
|
(43
|
)
|
|
(30
|
)
|
|
—
|
|
|
(14
|
)
|
|
(16
|
)
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
|
|
|
|
|
|
|
Impairments
|
||||||||||||
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||
|
|
Segment
|
|
Date of Measurement
|
|
Fair Value
|
|
2019
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
(Millions)
|
||||||||||||||
Impairment of certain assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Certain pipeline project (1)
|
|
Atlantic-Gulf
|
|
December 31, 2019
|
|
$
|
22
|
|
|
$
|
354
|
|
|
|
|
|
||||
Certain gathering assets (2)
|
|
West
|
|
December 31, 2019
|
|
25
|
|
|
20
|
|
|
|
|
|
||||||
Certain gathering assets (2)
|
|
West
|
|
June 30, 2019
|
|
40
|
|
|
59
|
|
|
|
|
|
||||||
Certain idle gathering assets (3)
|
|
West
|
|
March 31, 2019
|
|
—
|
|
|
12
|
|
|
|
|
|
||||||
Certain gathering assets (4)
|
|
West
|
|
December 31, 2018
|
|
470
|
|
|
|
|
$
|
1,849
|
|
|
|
|||||
Certain idle pipeline assets (5)
|
|
Other
|
|
June 30, 2018
|
|
25
|
|
|
|
|
66
|
|
|
|
||||||
Certain gathering assets (6)
|
|
West
|
|
September 30, 2017
|
|
439
|
|
|
|
|
|
|
$
|
1,019
|
|
|||||
Certain gathering assets (7)
|
|
Northeast G&P
|
|
September 30, 2017
|
|
21
|
|
|
|
|
|
|
115
|
|
||||||
Certain NGL pipeline (8)
|
|
Other
|
|
September 30, 2017
|
|
32
|
|
|
|
|
|
|
68
|
|
||||||
Certain olefins pipeline project (9)
|
|
Other
|
|
June 30, 2017
|
|
18
|
|
|
|
|
|
|
23
|
|
||||||
Other impairments and write-downs (10)
|
|
|
|
|
|
|
|
19
|
|
|
—
|
|
|
23
|
|
|||||
Impairment of certain assets
|
|
|
|
|
|
|
|
$
|
464
|
|
|
$
|
1,915
|
|
|
$
|
1,248
|
|
||
Impairment of equity-method investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Laurel Mountain (11)
|
|
Northeast G&P
|
|
September 30, 2019
|
|
$
|
242
|
|
|
$
|
79
|
|
|
|
|
|
||||
Appalachia Midstream Investments (12)
|
|
Northeast G&P
|
|
September 30, 2019
|
|
102
|
|
|
17
|
|
|
|
|
|
||||||
Pennant (13)
|
|
Northeast G&P
|
|
August 31, 2019
|
|
11
|
|
|
17
|
|
|
|
|
|
||||||
UEOM (14)
|
|
Northeast G&P
|
|
March 17, 2019
|
|
1,210
|
|
|
74
|
|
|
|
|
|
||||||
UEOM (14)
|
|
Northeast G&P
|
|
December 31, 2018
|
|
1,293
|
|
|
|
|
$
|
32
|
|
|
|
|||||
Other
|
|
|
|
|
|
|
|
(1
|
)
|
|
|
|
|
|||||||
Impairment of equity-method investments
|
|
|
|
|
|
|
|
$
|
186
|
|
|
$
|
32
|
|
|
|
(1)
|
Relates to the Constitution development project. The estimated fair value of the Property, plant, and equipment – net was based on probability-weighted third-party quotes. See Note 4 – Variable Interest Entities for further discussion.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
(2)
|
Relates to a gas gathering system in the Eagle Ford region with expected declines in asset utilization and possible idling of the gathering system. We designated these operations as held for sale, included in Other current assets and deferred charges, as of December 31, 2019. As a result, we measured the fair value of the disposal group using the expected sales price under a contract with a third party. These inputs resulted in a fair value measurement within Level 2 of the fair value hierarchy. The estimated fair value of the Property, plant, and equipment – net at June 30, 2019, was determined using a market approach, which incorporated indications of interest from third parties.
|
(3)
|
Reflects impairment of Property, plant, and equipment – net that is no longer in use for which the fair value was determined to be lower than the carrying value.
|
(4)
|
Relates to our gathering operations in the Barnett Shale. Certain of our contractual gathering rates, primarily those in the Barnett Shale, are based on a percentage of the New York Mercantile Exchange (NYMEX) natural gas prices. During the fourth quarter of 2018, we determined there was a sustained decline in the forward price curves for natural gas. During this same period, a large producer customer in the Barnett Shale removed their remaining drilling rig. These factors gave rise to an impairment evaluation of these assets, which incorporated management’s projections of future drilling activity and gathering rates, taking into consideration the information previously noted as well as recently available information regarding producer drilling cost assumptions in the basin. The resulting estimate of future undiscounted cash flows was less than our carrying value, necessitating the estimation of the fair value of the Property, plant, and equipment – net and Intangible assets – net of accumulated amortization. To arrive at the fair value, we utilized an income approach with a discount rate of 8.5 percent, reflecting an estimated cost of capital and risks associated with the underlying assets.
|
(5)
|
Relates to certain idle pipelines. The estimated fair value of the Property, plant, and equipment – net was determined by a market approach incorporating information derived from bids received for these assets, which we marketed for sale together with certain other assets. These inputs resulted in a fair value measurement within Level 2 of the fair value hierarchy. We sold these assets in the fourth quarter of 2018. (See Note 3 – Acquisitions and Divestitures.)
|
(6)
|
Relates to certain gathering operations in the Mid-Continent region. During the third quarter of 2017, we received solicitations and engaged in negotiations for the sale of certain of these assets which led to our impairment evaluation. The estimated fair value of the Property, plant, and equipment – net and Intangible assets – net of accumulated amortization was determined using an income approach and incorporated market inputs based on ongoing negotiations for a potential sale of a portion of the underlying assets. For the income approach, we utilized a discount rate of 10.2 percent, reflecting an estimated cost of capital and risks associated with the underlying assets.
|
(7)
|
Relates to certain gathering operations in the Marcellus South region resulting from an anticipated decline in future volumes following a third-quarter 2017 shut-in by the primary producer. The estimated fair value of the Property, plant, and equipment – net and Intangible assets – net of accumulated amortization was determined by the income approach utilizing a discount rate of 11.1 percent, reflecting an estimated cost of capital and risks associated with the underlying assets.
|
(8)
|
Relates to an NGL pipeline near the Houston Ship Channel region which we anticipated would be underutilized for the foreseeable future. The estimated fair value of the Property, plant, and equipment – net was primarily determined by using a market approach based on our analysis of observable inputs in the principal market. We sold these assets in the fourth quarter of 2018. (See Note 3 – Acquisitions and Divestitures.)
|
(9)
|
Relates primarily to project development costs associated with an olefins pipeline project in the Gulf Coast region, where we consider the likelihood of completion to be remote. The estimated fair value of the remaining Property, plant, and equipment – net considered a market approach based on our analysis of observable inputs in the principal
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
(10)
|
Reflects multiple individually insignificant impairments and write-downs of other certain assets that may no longer be in use or are surplus in nature for which the fair value was determined to be lower than the carrying value.
|
(11)
|
Relates to a gas gathering system in the Marcellus region that was adversely impacted by lower sustained forward natural gas price expectations and changes in expected producer activity. The estimated fair value was determined using an income approach. We utilized a discount rate of 10.2 percent in our analysis.
|
(12)
|
Relates to a certain gathering system held in Appalachia Midstream Investments that was adversely impacted by changes in the timing of expected producer activity. The estimated fair value was determined using an income approach. We utilized a discount rate of 9.0 percent in our analysis.
|
(13)
|
The estimated fair value of Pennant Midstream, LLC (“Pennant”) was determined by a market approach based on recent observable third-party transactions. These inputs resulted in a fair value measurement within Level 2 of the fair value hierarchy.
|
(14)
|
The estimated fair value at March 17, 2019, was determined by a market approach based on the transaction price for the purchase of the remaining interest in UEOM as finalized just prior to the signing and closing of the acquisition in March 2019 (see Note 3 – Acquisitions and Divestitures). These inputs resulted in a fair value measurement within Level 2 of the fair value hierarchy. The estimated fair value at December 31, 2018, was determined by a market approach based on our analysis of inputs in the principal market.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(Millions)
|
||||||
NGLs, natural gas, and related products and services
|
$
|
613
|
|
|
$
|
626
|
|
Transportation of natural gas and related products
|
277
|
|
|
232
|
|
||
Accounts Receivable related to revenues from contracts with customers
|
890
|
|
|
858
|
|
||
Other
|
106
|
|
|
134
|
|
||
Trade accounts and other receivables
|
$
|
996
|
|
|
$
|
992
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
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.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
•
|
This measure is further adjusted to include our proportionate share (based on ownership interest) of Modified EBITDA from our equity-method investments calculated consistently with the definition described above.
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Atlantic-Gulf
|
|
Northeast G&P
|
|
West
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
$
|
2,812
|
|
|
$
|
1,291
|
|
|
$
|
1,813
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
5,933
|
|
Internal
|
49
|
|
|
47
|
|
|
—
|
|
|
13
|
|
|
(109
|
)
|
|
—
|
|
||||||
Total service revenues
|
2,861
|
|
|
1,338
|
|
|
1,813
|
|
|
30
|
|
|
(109
|
)
|
|
5,933
|
|
||||||
Total service revenues – commodity consideration
|
41
|
|
|
12
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
203
|
|
||||||
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
217
|
|
|
115
|
|
|
1,733
|
|
|
—
|
|
|
—
|
|
|
2,065
|
|
||||||
Internal
|
71
|
|
|
35
|
|
|
64
|
|
|
—
|
|
|
(170
|
)
|
|
—
|
|
||||||
Total product sales
|
288
|
|
|
150
|
|
|
1,797
|
|
|
—
|
|
|
(170
|
)
|
|
2,065
|
|
||||||
Total revenues
|
$
|
3,190
|
|
|
$
|
1,500
|
|
|
$
|
3,760
|
|
|
$
|
30
|
|
|
$
|
(279
|
)
|
|
$
|
8,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other financial information:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Additions to long-lived assets
|
$
|
1,179
|
|
|
$
|
1,245
|
|
|
$
|
466
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
2,911
|
|
Proportional Modified EBITDA of equity-method investments
|
177
|
|
|
454
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
746
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
$
|
2,460
|
|
|
$
|
935
|
|
|
$
|
2,085
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
5,502
|
|
Internal
|
49
|
|
|
41
|
|
|
—
|
|
|
12
|
|
|
(102
|
)
|
|
—
|
|
||||||
Total service revenues
|
2,509
|
|
|
976
|
|
|
2,085
|
|
|
34
|
|
|
(102
|
)
|
|
5,502
|
|
||||||
Total service revenues – commodity consideration
|
59
|
|
|
20
|
|
|
321
|
|
|
—
|
|
|
—
|
|
|
400
|
|
||||||
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
174
|
|
|
245
|
|
|
2,365
|
|
|
—
|
|
|
—
|
|
|
2,784
|
|
||||||
Internal
|
261
|
|
|
42
|
|
|
83
|
|
|
—
|
|
|
(386
|
)
|
|
—
|
|
||||||
Total product sales
|
435
|
|
|
287
|
|
|
2,448
|
|
|
—
|
|
|
(386
|
)
|
|
2,784
|
|
||||||
Total revenues
|
$
|
3,003
|
|
|
$
|
1,283
|
|
|
$
|
4,854
|
|
|
$
|
34
|
|
|
$
|
(488
|
)
|
|
$
|
8,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other financial information:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Additions to long-lived assets
|
$
|
2,297
|
|
|
$
|
477
|
|
|
$
|
361
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
3,171
|
|
Proportional Modified EBITDA of equity-method investments
|
183
|
|
|
493
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
770
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
$
|
2,202
|
|
|
$
|
837
|
|
|
$
|
2,246
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
5,312
|
|
Internal
|
37
|
|
|
35
|
|
|
—
|
|
|
11
|
|
|
(83
|
)
|
|
—
|
|
||||||
Total service revenues
|
2,239
|
|
|
872
|
|
|
2,246
|
|
|
38
|
|
|
(83
|
)
|
|
5,312
|
|
||||||
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
257
|
|
|
264
|
|
|
1,840
|
|
|
358
|
|
|
—
|
|
|
2,719
|
|
||||||
Internal
|
227
|
|
|
27
|
|
|
173
|
|
|
8
|
|
|
(435
|
)
|
|
—
|
|
||||||
Total product sales
|
484
|
|
|
291
|
|
|
2,013
|
|
|
366
|
|
|
(435
|
)
|
|
2,719
|
|
||||||
Total revenues
|
$
|
2,723
|
|
|
$
|
1,163
|
|
|
$
|
4,259
|
|
|
$
|
404
|
|
|
$
|
(518
|
)
|
|
$
|
8,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other financial information:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Additions to long-lived assets
|
$
|
2,001
|
|
|
$
|
460
|
|
|
$
|
321
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
2,814
|
|
Proportional Modified EBITDA of equity-method investments
|
264
|
|
|
452
|
|
|
79
|
|
|
—
|
|
|
—
|
|
|
795
|
|
The Williams Companies, Inc.
|
||||
Notes to Consolidated Financial Statements – (Continued)
|
||||
|
|
Year Ended December 31,
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||
|
|
|
|
|
(Millions)
|
||||||||||||
Modified EBITDA by segment:
|
|
|
|
|
|
||||||||||||
Atlantic-Gulf
|
$
|
1,895
|
|
|
$
|
2,023
|
|
|
$
|
1,238
|
|
||||||
Northeast G&P
|
1,314
|
|
|
1,086
|
|
|
819
|
|
|||||||||
West
|
1,232
|
|
|
308
|
|
|
412
|
|
|||||||||
Other
|
6
|
|
|
(29
|
)
|
|
997
|
|
|||||||||
|
4,447
|
|
|
3,388
|
|
|
3,466
|
|
|||||||||
Accretion expense associated with asset retirement obligations for nonregulated operations
|
(33
|
)
|
|
(33
|
)
|
|
(33
|
)
|
|||||||||
Depreciation and amortization expenses
|
(1,714
|
)
|
|
(1,725
|
)
|
|
(1,736
|
)
|
|||||||||
Equity earnings (losses)
|
375
|
|
|
396
|
|
|
434
|
|
|||||||||
Other investing income (loss) – net
|
(79
|
)
|
|
187
|
|
|
282
|
|
|||||||||
Proportional Modified EBITDA of equity-method investments
|
(746
|
)
|
|
(770
|
)
|
|
(795
|
)
|
|||||||||
Interest expense
|
(1,186
|
)
|
|
(1,112
|
)
|
|
(1,083
|
)
|
|||||||||
(Provision) benefit for income taxes
|
(335
|
)
|
|
(138
|
)
|
|
1,974
|
|
|||||||||
Income (loss) from discontinued operations
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Net income (loss)
|
$
|
714
|
|
|
$
|
193
|
|
|
$
|
2,509
|
|
|
|
Total Assets
|
|
Equity-Method Investments
|
||||||||||||
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||
|
|
(Millions)
|
||||||||||||||
Atlantic-Gulf
|
|
$
|
16,575
|
|
|
$
|
16,346
|
|
|
$
|
741
|
|
|
$
|
776
|
|
Northeast G&P
|
|
15,399
|
|
|
14,526
|
|
|
3,973
|
|
|
5,319
|
|
||||
West
|
|
13,487
|
|
|
13,948
|
|
|
1,521
|
|
|
1,726
|
|
||||
Other
|
|
1,151
|
|
|
849
|
|
|
—
|
|
|
—
|
|
||||
Eliminations (1)
|
|
(572
|
)
|
|
(367
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
46,040
|
|
|
$
|
45,302
|
|
|
$
|
6,235
|
|
|
$
|
7,821
|
|
(1)
|
Eliminations primarily relate to the intercompany notes and accounts receivable generated by our cash management program.
|
The Williams Companies Inc.
|
||
Quarterly Financial Data
|
||
(Unaudited)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
(Millions, except per-share amounts)
|
||||||||||||||
2019
|
|
||||||||||||||
Revenues
|
$
|
2,054
|
|
|
$
|
2,041
|
|
|
$
|
1,999
|
|
|
$
|
2,107
|
|
Product costs and processing commodity expenses
|
565
|
|
|
507
|
|
|
453
|
|
|
541
|
|
||||
Income (loss) from continuing operations
|
214
|
|
|
324
|
|
|
242
|
|
|
(51
|
)
|
||||
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
||||
Net income (loss)
|
214
|
|
|
324
|
|
|
242
|
|
|
(66
|
)
|
||||
Amounts attributable to The Williams Companies, Inc. available to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
194
|
|
|
310
|
|
|
220
|
|
|
138
|
|
||||
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
||||
Net income (loss)
|
194
|
|
|
310
|
|
|
220
|
|
|
123
|
|
||||
Basic and diluted income (loss) from continuing operations per common share
|
.16
|
|
|
.26
|
|
|
.18
|
|
|
.11
|
|
||||
Basic and diluted income (loss) from discontinued operations per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
(.01
|
)
|
||||
Basic and diluted net income (loss) per common share
|
.16
|
|
|
.26
|
|
|
.18
|
|
|
.10
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
2,088
|
|
|
$
|
2,091
|
|
|
$
|
2,303
|
|
|
$
|
2,204
|
|
Product costs and processing commodity expenses
|
648
|
|
|
662
|
|
|
820
|
|
|
714
|
|
||||
Income (loss) from continuing operations
|
270
|
|
|
269
|
|
|
200
|
|
|
(546
|
)
|
||||
Net income (loss)
|
270
|
|
|
269
|
|
|
200
|
|
|
(546
|
)
|
||||
Amounts attributable to The Williams Companies, Inc. available to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
152
|
|
|
135
|
|
|
129
|
|
|
(572
|
)
|
||||
Net income (loss)
|
152
|
|
|
135
|
|
|
129
|
|
|
(572
|
)
|
||||
Basic and diluted net income (loss) per common share
|
.18
|
|
|
.16
|
|
|
.13
|
|
|
(.47
|
)
|
•
|
$1.849 billion impairment of certain assets in the Barnett Shale region (see Note 18 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements);
|
The Williams Companies Inc.
|
||
Quarterly Financial Data – (Continued)
|
||
(Unaudited)
|
•
|
$591 million gain on the sale of our natural gas gathering and processing assets in the Four Corners area of New Mexico and Colorado (see Note 3 – Acquisitions and Divestitures of Notes to Consolidated Financial Statements);
|
•
|
$141 million deconsolidation gain associated with our investment in the Brazos Permian II joint venture (see Note 6 – Investing Activities of Notes to Consolidated Financial Statements);
|
•
|
$101 million gain on the sale of certain assets and operations located in the Gulf Coast area (see Note 3 – Acquisitions and Divestitures of Notes to Consolidated Financial Statements).
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
Beginning
Balance
|
|
Charged
(Credited)
To Costs and
Expenses
|
|
Other
|
|
Deductions
|
|
Ending
Balance
|
||||||||||
|
(Millions)
|
||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred tax asset valuation allowance (1)
|
$
|
320
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
319
|
|
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred tax asset valuation allowance (1)
|
224
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
320
|
|
|||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred tax asset valuation allowance (1)
|
334
|
|
|
(110
|
)
|
|
—
|
|
|
—
|
|
|
224
|
|
|
Page
|
Covered by report of independent auditors:
|
|
Schedule for each year in the three-year period ended December 31, 2019:
|
|
Not covered by report of independent auditors:
|
|
Exhibit
No. |
|
Description
|
|
|
|
2.1
|
—
|
|
|
|
|
2.2
|
—
|
|
|
|
|
2.3
|
—
|
|
|
|
|
2.4
|
—
|
Exhibit
No. |
|
Description
|
|
|
|
|
|
|
2.5
|
—
|
|
|
|
|
2.6
|
—
|
|
|
|
|
3.1
|
—
|
|
|
|
|
3.2
|
—
|
|
|
|
|
3.3
|
—
|
|
|
|
|
3.4
|
—
|
|
|
|
|
4.1
|
—
|
|
|
|
|
4.2
|
—
|
|
|
|
|
4.3
|
—
|
|
|
|
|
4.4
|
—
|
|
|
|
|
4.5
|
—
|
|
|
|
|
4.6
|
—
|
Exhibit
No. |
|
Description
|
|
|
|
|
|
|
4.7
|
—
|
|
|
|
|
4.8
|
—
|
|
|
|
|
4.9
|
—
|
|
|
|
|
4.10
|
—
|
|
|
|
|
4.11
|
—
|
|
|
|
|
4.12
|
—
|
|
|
|
|
4.13
|
—
|
|
|
|
|
4.14
|
—
|
|
|
|
|
4.15
|
—
|
|
|
|
|
4.16
|
—
|
|
|
|
|
4.17
|
—
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.18
|
—
|
|
|
|
|
4.19
|
—
|
|
|
|
|
4.20
|
—
|
|
|
|
|
4.21
|
—
|
|
|
|
|
4.22
|
—
|
|
|
|
|
4.23
|
—
|
|
|
|
|
4.24
|
—
|
|
|
|
|
4.25
|
—
|
|
|
|
|
4.26
|
—
|
|
|
|
|
4.27
|
—
|
|
|
|
|
4.28
|
—
|
|
|
|
|
4.29
|
—
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
4.30
|
—
|
|
|
|
|
4.31
|
—
|
|
|
|
|
4.32
|
—
|
|
|
|
|
4.33
|
—
|
|
|
|
|
4.34*
|
—
|
|
|
|
|
10.1§
|
—
|
|
|
|
|
10.2§
|
—
|
|
|
|
|
10.3§
|
—
|
|
|
|
|
10.4§
|
—
|
|
|
|
|
10.5§
|
—
|
|
|
|
|
10.6§
|
—
|
|
|
|
|
10.7§
|
—
|
|
|
|
|
10.8§
|
—
|
|
|
|
|
10.9§
|
—
|
Exhibit
No. |
|
Description
|
|
|
|
|
|
|
10.10§
|
—
|
|
|
|
|
10.11§
|
—
|
|
|
|
|
10.12§
|
—
|
|
|
|
|
10.13§
|
—
|
|
|
|
|
10.14§
|
—
|
|
|
|
|
10.15§
|
—
|
|
|
|
|
10.16§
|
—
|
|
|
|
|
10.17§
|
—
|
|
|
|
|
10.18§
|
—
|
|
|
|
|
10.19§
|
—
|
|
|
|
|
10.20§
|
—
|
|
|
|
|
10.21§
|
—
|
|
|
|
|
10.22§
|
—
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
10.23§
|
—
|
|
|
|
|
10.24§
|
—
|
|
|
|
|
10.25§
|
—
|
|
|
|
|
10.26§
|
—
|
|
|
|
|
10.27§
|
—
|
|
|
|
|
10.28§
|
—
|
|
|
|
|
10.29§*
|
—
|
|
|
|
|
10.30§*
|
—
|
|
|
|
|
10.31§
|
—
|
|
|
|
|
10.32§
|
—
|
|
|
|
|
10.33§
|
—
|
|
|
|
|
10.34
|
—
|
|
|
|
|
10.35
|
—
|
|
|
|
|
21*
|
—
|
|
|
|
|
Exhibit
No. |
|
Description
|
|
|
|
23.1*
|
—
|
|
|
|
|
23.2*
|
—
|
|
|
|
|
31.1*
|
—
|
|
|
|
|
31.2*
|
—
|
|
|
|
|
32**
|
—
|
|
|
|
|
101.INS*
|
—
|
XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL 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.
|
|
|
|
104*
|
—
|
Cover Page Interactive Data File. The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).
|
______________
|
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
§
|
Management contract or compensatory plan or arrangement
|
THE WILLIAMS COMPANIES, INC.
(Registrant)
|
||
|
|
|
By:
|
|
/s/ JOHN D. PORTER
|
|
|
John D. Porter
Vice President, Controller and
Chief Accounting Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ ALAN S. ARMSTRONG
|
|
President, Chief Executive Officer and Director
|
|
February 24, 2020
|
Alan S. Armstrong
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ JOHN D. CHANDLER
|
|
Senior Vice President and Chief Financial Officer
|
|
February 24, 2020
|
John D. Chandler
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ JOHN D. PORTER
|
|
Vice President, Controller and Chief Accounting Officer
|
|
February 24, 2020
|
John D. Porter
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ STEPHEN W. BERGSTROM
|
|
Chairman of the Board
|
|
February 24, 2020
|
Stephen W. Bergstrom
|
|
|
|
|
|
|
|
|
|
/s/ NANCY K. BUESE
|
|
Director
|
|
February 24, 2020
|
Nancy K. Buese
|
|
|
|
|
|
|
|
|
|
/s/ STEPHEN I. CHAZEN
|
|
Director
|
|
February 24, 2020
|
Stephen I. Chazen
|
|
|
|
|
|
|
|
|
|
/s/ CHARLES I. COGUT
|
|
Director
|
|
February 24, 2020
|
Charles I. Cogut
|
|
|
|
|
|
|
|
|
|
/s/ KATHLEEN B. COOPER
|
|
Director
|
|
February 24, 2020
|
Kathleen B. Cooper
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL A. CREEL
|
|
Director
|
|
February 24, 2020
|
Michael A. Creel
|
|
|
|
|
|
|
|
|
|
/s/ VICKI L. FULLER
|
|
Director
|
|
February 24, 2020
|
Vicki L. Fuller
|
|
|
|
|
|
|
|
|
|
/s/ PETER A. RAGAUSS
|
|
Director
|
|
February 24, 2020
|
Peter A. Ragauss
|
|
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ SCOTT D. SHEFFIELD
|
|
Director
|
|
February 24, 2020
|
Scott D. Sheffield
|
|
|
|
|
|
|
|
|
|
/s/ MURRAY D. SMITH
|
|
Director
|
|
February 24, 2020
|
Murray D. Smith
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM H. SPENCE
|
|
Director
|
|
February 24, 2020
|
William H. Spence
|
|
|
|
|
1. Certain Definitions
|
3
|
2. Change in Control
|
4
|
3. Employment Period
|
5
|
4. Terms of Employment
|
5
|
(a) Position and Duties
|
5
|
(b) Compensation
|
6
|
5. Termination of Employment
|
7
|
(a) Death or Disability
|
7
|
(b) Cause
|
8
|
(c) Good Reason
|
9
|
6. Obligations of the Company upon Termination
|
10
|
(a) Termination by Executive for Good Reason;
Termination by the Company Other Than for Cause
or Disability
|
10
|
(b) Death or Disability
|
11
|
(c) Cause; Other than Good Reason
|
12
|
(d) Expiration of Employment Period
|
12
|
7. Non-exclusivity of Rights
|
12
|
8. No Mitigation
|
12
|
9. Costs of Enforcement and Interest
|
12
|
10. Code Section 280G
|
13
|
11. Restrictions on Conduct of Executive
|
13
|
12. Arbitration
|
20
|
13. Successors
|
22
|
14. Miscellaneous
|
22
|
(a) Governing Law
|
22
|
(b) Captions
|
22
|
(c) Amendments
|
22
|
(d) Notices
|
22
|
(e) Severability
|
23
|
(f) Withholding
|
23
|
(g) Waivers
|
23
|
(h) Status Before and After Effective Date
|
23
|
15. Code Section 409A
|
23
|
(a)
|
The Board shall call a meeting for the stated purpose of determining whether Executive’s acts or omissions satisfy the requirements of the definition of “Cause” and, if so, whether to terminate Executive’s employment for Cause.
|
(b)
|
Not less than 15 days prior to the date of such meeting, the Board shall provide or cause to be provided Executive and each member of the Board written notice (a “Notice of Consideration”) of (i) a detailed description of the acts or omissions alleged to constitute Cause, (ii) the date of such meeting of the Board, and (iii) Executive’s rights under clauses (c) and (d) below.
|
(c)
|
Executive shall have the opportunity to appear before the Board in person and, at Executive’s option, with legal counsel, and/or present to the Board a written response to the Notice of Consideration.
|
(d)
|
Executive’s employment may be terminated for Cause only if (i) the acts or omissions specified in the Notice of Consideration did in fact occur and such actions or omissions do constitute Cause as defined in this Agreement, (ii) the Board, by affirmative vote of at least 66 2/3 of its members (excluding Executive’s vote, if Executive is a member of the Board), makes a specific determination to such effect and to the effect that Executive’s employment should be terminated for Cause (“Cause Determination”), and (iii) the Company thereafter provides Executive with a Notice of Termination that specifies in specific detail the basis of such termination of employment for Cause and which Notice shall be consistent with the reasons set forth in the Notice of Consideration.
|
1. Certain Definitions
|
3
|
2. Change in Control
|
4
|
3. Employment Period
|
5
|
4. Terms of Employment
|
5
|
(a) Position and Duties
|
5
|
(b) Compensation
|
6
|
5. Termination of Employment
|
7
|
(a) Death or Disability
|
7
|
(b) Cause
|
8
|
(c) Good Reason
|
9
|
6. Obligations of the Company upon Termination
|
10
|
(a) Termination by Executive for Good Reason;
Termination by the Company Other Than for Cause
or Disability
|
10
|
(b) Death or Disability
|
11
|
(c) Cause; Other than Good Reason
|
12
|
(d) Expiration of Employment Period
|
12
|
7. Non-exclusivity of Rights
|
12
|
8. No Mitigation
|
12
|
9. Costs of Enforcement and Interest
|
12
|
10. Code Section 280G
|
13
|
11. Restrictions on Conduct of Executive
|
13
|
12. Arbitration
|
20
|
13. Successors
|
22
|
14. Miscellaneous
|
22
|
(a) Governing Law
|
22
|
(b) Captions
|
22
|
(c) Amendments
|
22
|
(d) Notices
|
22
|
(e) Severability
|
23
|
(f) Withholding
|
23
|
(g) Waivers
|
23
|
(h) Status Before and After Effective Date
|
23
|
15. Code Section 409A
|
23
|
If to Executive:
|
To the last address on file with the records of the Company
|
(a)
|
The Board shall call a meeting for the stated purpose of determining whether Executive’s acts or omissions satisfy the requirements of the definition of “Cause” and, if so, whether to terminate Executive’s employment for Cause.
|
(b)
|
Not less than 15 days prior to the date of such meeting, the Board shall provide or cause to be provided Executive and each member of the Board written notice (a “Notice of Consideration”) of (i) a detailed description of the acts or omissions alleged to constitute Cause, (ii) the date of such meeting of the Board, and (iii) Executive’s rights under clauses (c) and (d) below.
|
(c)
|
Executive shall have the opportunity to present to the Board a written response to the Notice of Consideration, but shall not have the right to appear in person or by counsel before the board.
|
(d)
|
Executive’s employment may be terminated for Cause only if (i) the acts or omissions specified in the Notice of Consideration did in fact occur and such actions or omissions do constitute Cause as defined in this Agreement, (ii) the Board, by affirmative vote of a simple majority of its members, makes a specific determination to such effect and to the effect that Executive’s employment should be terminated for Cause (“Cause Determination”), and (iii) the Company thereafter provides Executive with a Notice of Termination that specifies in specific detail the basis of such termination of employment for Cause and which Notice shall be consistent with the reasons set forth in the Notice of Consideration.
|
(e)
|
In the event that the existence of Cause shall become an issue in any action or proceeding between Executive, on the on hand, and the Company or any of its affiliates, on the other hand, the Cause Determination shall be final and binding on all parties, except as provided in paragraph 2 below.
|
|
|
Exhibit 21
|
|
|
|
ENTITY
|
|
JURISDICTION
|
|
|
|
Alliance Canada Marketing L.P.
|
|
Alberta
|
Alliance Canada Marketing LTD
|
|
Alberta
|
Appalachia Midstream Services, L.L.C.
|
|
Oklahoma
|
Aux Sable Liquid Products Inc.
|
|
Delaware
|
Aux Sable Liquid Products LP
|
|
Delaware
|
Aux Sable Midstream LLC
|
|
Delaware
|
Bargath LLC
|
|
Delaware
|
Baton Rouge Fractionators LLC
|
|
Delaware
|
Baton Rouge Pipeline LLC
|
|
Delaware
|
Black Marlin Pipeline LLC
|
|
Texas
|
Bluebonnet Market Express LLC
|
|
Delaware
|
Blue Racer Midstream, LLC
|
|
Delaware
|
Bluestem Gas Services, L.L.C.
|
|
Oklahoma
|
Bluestem Pipeline LLC
|
|
Delaware
|
Brazos Permian II, LLC
|
|
Delaware
|
Caiman Energy II, LLC
|
|
Delaware
|
Caiman Ohio Midstream, LLC
|
|
Texas
|
Carbon County UCG, Inc.
|
|
Delaware
|
Carbonate Trend Pipeline LLC
|
|
Delaware
|
Cardinal Gas Services, L.L.C.
|
|
Delaware
|
Cardinal Operating Company, LLC
|
|
Delaware
|
Cardinal Pipeline Company, LLC
|
|
North Carolina
|
Constitution Pipeline Company LLC
|
|
Delaware
|
Discovery Gas Transmission LLC
|
|
Delaware
|
Discovery Producer Services LLC
|
|
Delaware
|
DMP New York, Inc.
|
|
New York
|
Gulfstar One LLC
|
|
Delaware
|
Gulfstream Management & Operating Services, L.L.C.
|
|
Delaware
|
Gulfstream Natural Gas System, L.L.C.
|
|
Delaware
|
HB Construction Company Ltd.
|
|
Alberta
|
Inland Ports, Inc.
|
|
Tennessee
|
Kiowa Lateral LLC
|
|
Delaware
|
Laurel Mountain Midstream Operating LLC
|
|
Delaware
|
Laurel Mountain Midstream, LLC
|
|
Delaware
|
Louisiana Midstream Gas Services, L.L.C.
|
|
Oklahoma
|
Magnolia Midstream Gas Services, L.L.C.
|
|
Oklahoma
|
Marsh Resources, LLC
|
|
Delaware
|
Mid-Continent Fractionation and Storage, LLC
|
|
Delaware
|
Mockingbird Midstream Gas Services, L.L.C.
|
|
Oklahoma
|
Monarch Pipeline LLC
|
|
Delaware
|
Nopal Gathering LLC
|
|
Delaware
|
Northwest Pipeline LLC
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|
Delaware
|
|
|
Exhibit 21
|
|
|
|
ENTITY
|
|
JURISDICTION
|
Ohio Valley Midstream LLC
|
|
Delaware
|
Oklahoma Midstream Gas Services, L.L.C.
|
|
Oklahoma
|
Overland Pass Pipeline Company LLC
|
|
Delaware
|
Pacific Connector Gas Pipeline, LP
|
|
Delaware
|
Parachute Pipeline LLC
|
|
Delaware
|
Pecan Hill Water Solutions
|
|
Delaware
|
Pennant Midstream LLC
|
|
Delaware
|
Permian Connector, LLC
|
|
Delaware
|
Pine Needle LNG Company, LLC
|
|
North Carolina
|
Pine Needle Operating Company, LLC
|
|
Delaware
|
Ponder Midstream Gas Services, L.L.C.
|
|
Delaware
|
Reserveco Inc.
|
|
Delaware
|
Rocky Mountain Midstream Holdings LLC
|
|
Delaware
|
Rocky Mountain Midstream JV Holdings LLC
|
|
Delaware
|
Rocky Mountain Midstream LLC
|
|
Texas
|
Rocky Mountain Midstream Marketing LLC
|
|
Texas
|
Rocky Mountain Midstream Pipeline LLC
|
|
Texas
|
Rocky Mountain Midstream Water LLC
|
|
Texas
|
Targa Train 7 LLC
|
|
Delaware
|
Texas Midstream Gas Services, L.L.C.
|
|
Oklahoma
|
The Williams Companies Foundation, Inc.
|
|
Oklahoma
|
The Williams Companies, International Holdings B.V.
|
|
Dutch BV
|
Three Rivers Midstream LLC
|
|
Delaware
|
TransCardinal Company, LLC
|
|
Delaware
|
TransCarolina LNG Company, LLC
|
|
Delaware
|
Transco Exploration Company
|
|
Delaware
|
Transcontinental Gas Pipe Line Company, LLC
|
|
Delaware
|
TWC Holdings C.V.
|
|
Netherlands
|
UEOM NGL Pipelines LLC
|
|
Delaware
|
Utica East Ohio Midstream, L.L.C.
|
|
Delaware
|
Utica Gas Services, L.L.C.
|
|
Oklahoma
|
Wamsutter LLC
|
|
Delaware
|
WFS - Liquids LLC
|
|
Delaware
|
WFS Gathering Company, L.L.C.
|
|
Delaware
|
Williams ACM Holdings ULC
|
|
British Columbia
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Williams Acquisition Holding Company LLC
|
|
New Jersey
|
Williams Alaska Petroleum, Inc.
|
|
Alaska
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Williams Bayou Ethane Pipeline, LLC
|
|
Delaware
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Williams Blu Operating LLC
|
|
Delaware
|
Williams Compression, L.L.C.
|
|
Oklahoma
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Williams CV Holdings LLC
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Delaware
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Williams Energy Resources LLC
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|
Delaware
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Williams Energy Solutions LLC
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|
Delaware
|
|
|
Exhibit 21
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|
|
|
ENTITY
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|
JURISDICTION
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Williams Express LLC
|
|
Delaware
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Williams Express, Inc.
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|
Alaska
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Williams Field Services - Gulf Coast Company LLC
|
|
Delaware
|
Williams Field Services Company, LLC
|
|
Delaware
|
Williams Field Services Group, LLC
|
|
Delaware
|
Williams Flexible Generation, LLC
|
|
Delaware
|
Williams Gas Processing - Gulf Coast Company LLC
|
|
Delaware
|
Williams Global Energy (Cayman) Limited
|
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Cayman Islands
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Williams Global Holdings LLC
|
|
Delaware
|
Williams Gulf Coast Transportation Company LLC
|
|
Delaware
|
Williams Headquarters Building LLC
|
|
Delaware
|
Williams Holdings and Manufacturing LLC
|
|
Delaware
|
Williams Hutch Rail Company, LLC
|
|
Delaware
|
Williams Information Technology LLC
|
|
Delaware
|
Williams International Company LLC
|
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Delaware
|
Williams International El Furrial Limited
|
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Cayman Islands
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Williams International Pigap Limited
|
|
Cayman Islands
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Williams International Venezuela Limited
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|
Cayman Islands
|
Williams Laurel Mountain, LLC
|
|
Delaware
|
Williams Midstream Gas Services, L.L.C.
|
|
Oklahoma
|
Williams MLP Operating, L.L.C.
|
|
Delaware
|
Williams Mobile Bay Producer Services, L.L.C.
|
|
Delaware
|
Williams Ohio River Valley LLC
|
|
Delaware
|
Williams Ohio River Valley Corporation
|
|
Delaware
|
Williams Ohio Valley Midstream LLC
|
|
Texas
|
Williams Ohio Valley Pipeline LLC
|
|
Delaware
|
Williams Oil Gathering, L.L.C.
|
|
Delaware
|
Williams Olefins Feedstock Pipelines, L.L.C.
|
|
Delaware
|
Williams Olefins Pipeline Holdco LLC
|
|
Delaware
|
Williams Pacific Connector Gas Operator, LLC
|
|
Delaware
|
Williams Partners Operating LLC
|
|
Delaware
|
Williams PERK, LLC
|
|
Delaware
|
Williams Petroleum Services, LLC
|
|
Delaware
|
Williams Pipeline Services LLC
|
|
Delaware
|
Williams Propylene Company LLC
|
|
Delaware
|
Williams Resource Center, L.L.C.
|
|
Delaware
|
Williams Rocky Mountain Midstream Holdings LLC
|
|
Delaware
|
Williams Rocky Mountain Midstream Operating LLC
|
|
Delaware
|
Williams Strategic Sourcing Company
|
|
Delaware
|
Williams WPC - I, LLC
|
|
Delaware
|
WilPro Energy Services (El Furrial) Limited
|
|
Cayman Islands
|
WilPro Energy Services (Pigap II) Limited
|
|
Cayman Islands
|
(1)
|
Registration Statement (Form S-3 Nos. 333-29185 and 333-223149) of The Williams Companies, Inc.,
|
(2)
|
Registration Statement (Form S-8 No. 333-03957) pertaining to The Williams Companies, Inc. 1996 Stock
Plan for Non-Employee Directors, |
(3)
|
Registration Statement (Form S-8 No. 333-85542) pertaining to The Williams Investment Plus Plan,
|
(4)
|
Registration Statement (Form S-8 No. 333-85546) pertaining to The Williams Companies, Inc. 2002 Incentive
Plan, |
(5)
|
Registration Statement (Form S-8 No. 333-142985) pertaining to The Williams Companies, Inc. 2007 Employee Stock Purchase Plan and The Williams Companies, Inc. 2007 Incentive Plan,
|
(6)
|
Registration Statement (Form S-8 No. 333-167123) pertaining to The Williams Companies, Inc. 2007 Incentive Plan, and
|
(7)
|
Registration Statement (Form S-8 No. 333-198050) pertaining to The Williams Companies, Inc. 2007 Incentive
Plan and The Williams Companies, Inc. 2007 Employee Stock Purchase Plan; |
1.
|
I have reviewed this annual report on Form 10-K of The Williams Companies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Alan S. Armstrong
|
|
Alan S. Armstrong
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of The Williams Companies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ John D. Chandler
|
|
John D. Chandler
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
/s/ Alan S. Armstrong
|
Alan S. Armstrong
|
President and Chief Executive Officer
|
February 24, 2020
|
|
/s/ John D. Chandler
|
John D. Chandler
|
Senior Vice President and Chief Financial Officer
|
February 24, 2020
|