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☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(Exact name of registrant as specified in its charter)
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Delaware
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73-0569878
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One Williams Center
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Tulsa
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Oklahoma
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74172-0172
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(Address of principal executive offices)
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(Zip Code)
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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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Class
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Shares Outstanding at April 30, 2020
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Common Stock, $1.00 par value
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1,213,196,974
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Page
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•
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Levels of dividends to Williams stockholders;
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•
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Future credit ratings of Williams and its affiliates;
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•
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Amounts and nature of future capital expenditures;
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•
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Expansion and growth of our business and operations;
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•
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Expected in-service dates for capital projects;
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•
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Financial condition and liquidity;
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•
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Business strategy;
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•
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Cash flow from operations or results of operations;
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•
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Seasonality of certain business components;
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•
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Natural gas, natural gas liquids and crude oil prices, supply, and demand;
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•
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Demand for our services;
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•
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The impact of the novel coronavirus (COVID-19) pandemic.
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•
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Availability of supplies, market demand, and volatility of prices;
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•
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Development and rate of adoption of alternative energy sources;
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•
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The impact of 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;
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•
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Our exposure to the credit risk of our customers and counterparties;
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•
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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;
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•
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Whether we are able to successfully identify, evaluate, and timely execute our capital projects and investment opportunities;
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•
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The strength and financial resources of our competitors and the effects of competition;
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•
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The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;
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•
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Whether we will be able to effectively execute our financing plan;
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•
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Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social, and governance practices;
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•
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The physical and financial risks associated with climate change;
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•
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The impact of operational and developmental hazards and unforeseen interruptions;
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•
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The risks resulting from outbreaks or other public health crises, including the novel coronavirus (COVID-19);
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•
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Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;
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•
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Acts of terrorism, cybersecurity incidents, and related disruptions;
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•
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Our costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;
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•
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Changes in maintenance and construction costs, as well as our ability to obtain sufficient construction-related inputs, including skilled labor;
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•
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Inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers);
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•
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Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally recognized credit rating agencies, and the availability and cost of capital;
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•
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The ability of the members of the Organization of Petroleum Exporting Countries and other oil exporting nations to agree to and maintain oil price and production controls and the impact on domestic production;
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•
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Changes in the current geopolitical situation;
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•
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Whether we are able to pay current and expected levels of dividends;
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•
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Additional risks described in our filings with the Securities and Exchange Commission (SEC).
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Three Months Ended
March 31, |
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2020
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2019
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(Millions, except per-share amounts)
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Revenues:
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Service revenues
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$
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1,474
|
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$
|
1,440
|
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Service revenues – commodity consideration
|
28
|
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64
|
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Product sales
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411
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550
|
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Total revenues
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1,913
|
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2,054
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Costs and expenses:
|
|
|
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||||
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Product costs
|
396
|
|
|
525
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|
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Processing commodity expenses
|
13
|
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|
40
|
|
||
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Operating and maintenance expenses
|
337
|
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|
340
|
|
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Depreciation and amortization expenses
|
429
|
|
|
416
|
|
||
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Selling, general, and administrative expenses
|
113
|
|
|
128
|
|
||
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Impairment of goodwill (Note 11)
|
187
|
|
|
—
|
|
||
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Other (income) expense – net
|
7
|
|
|
44
|
|
||
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Total costs and expenses
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1,482
|
|
|
1,493
|
|
||
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Operating income (loss)
|
431
|
|
|
561
|
|
||
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Equity earnings (losses) (Note 5)
|
22
|
|
|
80
|
|
||
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Impairment of equity-method investments (Note 11)
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(938
|
)
|
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(74
|
)
|
||
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Other investing income (loss) – net
|
3
|
|
|
1
|
|
||
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Interest incurred
|
(301
|
)
|
|
(306
|
)
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||
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Interest capitalized
|
5
|
|
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10
|
|
||
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Other income (expense) – net
|
4
|
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11
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Income (loss) before income taxes
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(774
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)
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283
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|
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Provision (benefit) for income taxes
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(204
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)
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69
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Net income (loss)
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(570
|
)
|
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214
|
|
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Less: Net income (loss) attributable to noncontrolling interests
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(53
|
)
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19
|
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Net income (loss) attributable to The Williams Companies, Inc.
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(517
|
)
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195
|
|
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Preferred stock dividends
|
1
|
|
|
1
|
|
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Net income (loss) available to common stockholders
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$
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(518
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)
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$
|
194
|
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Basic earnings (loss) per common share:
|
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|
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Net income (loss)
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$
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(.43
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)
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$
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.16
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Weighted-average shares (thousands)
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1,213,019
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1,211,489
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Diluted earnings (loss) per common share:
|
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Net income (loss)
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$
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(.43
|
)
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|
$
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.16
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Weighted-average shares (thousands)
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1,213,019
|
|
|
1,213,592
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Three Months Ended
March 31, |
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2020
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|
2019
|
||||
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(Millions)
|
||||||
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Net income (loss)
|
$
|
(570
|
)
|
|
$
|
214
|
|
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Other comprehensive income (loss):
|
|
|
|
||||
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Pension and other postretirement benefits:
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||||
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Net actuarial gain (loss) arising during the year, net of taxes of $4 in 2020
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(14
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)
|
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—
|
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Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of ($2) in 2020 and ($1) in 2019
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8
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|
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3
|
|
||
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Other comprehensive income (loss)
|
(6
|
)
|
|
3
|
|
||
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Comprehensive income (loss)
|
(576
|
)
|
|
217
|
|
||
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Less: Comprehensive income (loss) attributable to noncontrolling interests
|
(53
|
)
|
|
19
|
|
||
|
Comprehensive income (loss) attributable to The Williams Companies, Inc.
|
$
|
(523
|
)
|
|
$
|
198
|
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
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|
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(Millions, except per-share amounts)
|
||||||
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ASSETS
|
|
|
||||||
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Current assets:
|
|
|
|
|
||||
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Cash and cash equivalents
|
|
$
|
400
|
|
|
$
|
289
|
|
|
Trade accounts and other receivables
|
|
940
|
|
|
1,002
|
|
||
|
Allowance for doubtful accounts
|
|
(10
|
)
|
|
(6
|
)
|
||
|
Trade accounts and other receivables – net
|
|
930
|
|
|
996
|
|
||
|
Inventories
|
|
105
|
|
|
125
|
|
||
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Other current assets and deferred charges
|
|
130
|
|
|
170
|
|
||
|
Total current assets
|
|
1,565
|
|
|
1,580
|
|
||
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Investments
|
|
5,179
|
|
|
6,235
|
|
||
|
Property, plant, and equipment
|
|
41,772
|
|
|
41,510
|
|
||
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Accumulated depreciation and amortization
|
|
(12,631
|
)
|
|
(12,310
|
)
|
||
|
Property, plant, and equipment – net
|
|
29,141
|
|
|
29,200
|
|
||
|
Intangible assets – net of accumulated amortization
|
|
7,688
|
|
|
7,959
|
|
||
|
Regulatory assets, deferred charges, and other
|
|
1,056
|
|
|
1,066
|
|
||
|
Total assets
|
|
$
|
44,629
|
|
|
$
|
46,040
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
|
||||
|
Accounts payable
|
|
$
|
359
|
|
|
$
|
552
|
|
|
Accrued liabilities
|
|
1,129
|
|
|
1,276
|
|
||
|
Long-term debt due within one year
|
|
628
|
|
|
2,140
|
|
||
|
Total current liabilities
|
|
2,116
|
|
|
3,968
|
|
||
|
Long-term debt
|
|
21,848
|
|
|
20,148
|
|
||
|
Deferred income tax liabilities
|
|
1,602
|
|
|
1,782
|
|
||
|
Regulatory liabilities, deferred income, and other
|
|
3,804
|
|
|
3,778
|
|
||
|
Contingent liabilities (Note 12)
|
|
|
|
|
||||
|
Equity:
|
|
|
|
|
||||
|
Stockholders’ equity:
|
|
|
|
|
||||
|
Preferred stock
|
|
35
|
|
|
35
|
|
||
|
Common stock ($1 par value; 1,470 million shares authorized at March 31, 2020 and December 31, 2019; 1,248 million shares issued at March 31, 2020 and 1,247 million shares issued at December 31, 2019)
|
|
1,248
|
|
|
1,247
|
|
||
|
Capital in excess of par value
|
|
24,330
|
|
|
24,323
|
|
||
|
Retained deficit
|
|
(12,013
|
)
|
|
(11,002
|
)
|
||
|
Accumulated other comprehensive income (loss)
|
|
(205
|
)
|
|
(199
|
)
|
||
|
Treasury stock, at cost (35 million shares of common stock)
|
|
(1,041
|
)
|
|
(1,041
|
)
|
||
|
Total stockholders’ equity
|
|
12,354
|
|
|
13,363
|
|
||
|
Noncontrolling interests in consolidated subsidiaries
|
|
2,905
|
|
|
3,001
|
|
||
|
Total equity
|
|
15,259
|
|
|
16,364
|
|
||
|
Total liabilities and equity
|
|
$
|
44,629
|
|
|
$
|
46,040
|
|
|
|
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, 2019
|
$
|
35
|
|
|
$
|
1,247
|
|
|
$
|
24,323
|
|
|
$
|
(11,002
|
)
|
|
$
|
(199
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
13,363
|
|
|
$
|
3,001
|
|
|
$
|
16,364
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(517
|
)
|
|
—
|
|
|
—
|
|
|
(517
|
)
|
|
(53
|
)
|
|
(570
|
)
|
|||||||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||||
|
Cash dividends – common stock ($0.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(485
|
)
|
|
—
|
|
|
—
|
|
|
(485
|
)
|
|
—
|
|
|
(485
|
)
|
|||||||||
|
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(44
|
)
|
|||||||||
|
Stock-based compensation and related common stock issuances, net of tax
|
—
|
|
|
1
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||||||
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(1
|
)
|
|
(10
|
)
|
|||||||||
|
Net increase (decrease) in equity
|
—
|
|
|
1
|
|
|
7
|
|
|
(1,011
|
)
|
|
(6
|
)
|
|
—
|
|
|
(1,009
|
)
|
|
(96
|
)
|
|
(1,105
|
)
|
|||||||||
|
Balance – March 31, 2020
|
$
|
35
|
|
|
$
|
1,248
|
|
|
$
|
24,330
|
|
|
$
|
(12,013
|
)
|
|
$
|
(205
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
12,354
|
|
|
$
|
2,905
|
|
|
$
|
15,259
|
|
|
Balance – December 31, 2018
|
$
|
35
|
|
|
$
|
1,245
|
|
|
$
|
24,693
|
|
|
$
|
(10,002
|
)
|
|
$
|
(270
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
14,660
|
|
|
$
|
1,337
|
|
|
$
|
15,997
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|
19
|
|
|
214
|
|
|||||||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||||||
|
Cash dividends – common stock ($0.38 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(460
|
)
|
|
—
|
|
|
—
|
|
|
(460
|
)
|
|
—
|
|
|
(460
|
)
|
|||||||||
|
Dividends and distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(41
|
)
|
|||||||||
|
Stock-based compensation and related common stock issuances, net of tax
|
—
|
|
|
1
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||||||
|
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|||||||||
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||||
|
Net increase (decrease) in equity
|
—
|
|
|
1
|
|
|
10
|
|
|
(268
|
)
|
|
3
|
|
|
—
|
|
|
(254
|
)
|
|
(18
|
)
|
|
(272
|
)
|
|||||||||
|
Balance – March 31, 2019
|
$
|
35
|
|
|
$
|
1,246
|
|
|
$
|
24,703
|
|
|
$
|
(10,270
|
)
|
|
$
|
(267
|
)
|
|
$
|
(1,041
|
)
|
|
$
|
14,406
|
|
|
$
|
1,319
|
|
|
$
|
15,725
|
|
|
|
|
*
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions)
|
||||||
|
OPERATING ACTIVITIES:
|
|
||||||
|
Net income (loss)
|
$
|
(570
|
)
|
|
$
|
214
|
|
|
Adjustments to reconcile to net cash provided (used) by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
429
|
|
|
416
|
|
||
|
Provision (benefit) for deferred income taxes
|
(177
|
)
|
|
75
|
|
||
|
Equity (earnings) losses
|
(22
|
)
|
|
(80
|
)
|
||
|
Distributions from unconsolidated affiliates
|
169
|
|
|
172
|
|
||
|
Impairment of goodwill (Note 11)
|
187
|
|
|
—
|
|
||
|
Impairment of equity-method investments (Note 11)
|
938
|
|
|
74
|
|
||
|
Amortization of stock-based awards
|
9
|
|
|
14
|
|
||
|
Cash provided (used) by changes in current assets and liabilities:
|
|
|
|
||||
|
Accounts receivable
|
67
|
|
|
97
|
|
||
|
Inventories
|
19
|
|
|
1
|
|
||
|
Other current assets and deferred charges
|
20
|
|
|
(6
|
)
|
||
|
Accounts payable
|
(155
|
)
|
|
(39
|
)
|
||
|
Accrued liabilities
|
(150
|
)
|
|
(142
|
)
|
||
|
Other, including changes in noncurrent assets and liabilities
|
23
|
|
|
(21
|
)
|
||
|
Net cash provided (used) by operating activities
|
787
|
|
|
775
|
|
||
|
FINANCING ACTIVITIES:
|
|
|
|
||||
|
Proceeds from (payments of) commercial paper – net
|
—
|
|
|
1,014
|
|
||
|
Proceeds from long-term debt
|
1,702
|
|
|
708
|
|
||
|
Payments of long-term debt
|
(1,518
|
)
|
|
(864
|
)
|
||
|
Proceeds from issuance of common stock
|
6
|
|
|
6
|
|
||
|
Common dividends paid
|
(485
|
)
|
|
(460
|
)
|
||
|
Dividends and distributions paid to noncontrolling interests
|
(44
|
)
|
|
(41
|
)
|
||
|
Contributions from noncontrolling interests
|
2
|
|
|
4
|
|
||
|
Other – net
|
(10
|
)
|
|
(9
|
)
|
||
|
Net cash provided (used) by financing activities
|
(347
|
)
|
|
358
|
|
||
|
INVESTING ACTIVITIES:
|
|
|
|
||||
|
Property, plant, and equipment:
|
|
|
|
||||
|
Capital expenditures (1)
|
(306
|
)
|
|
(422
|
)
|
||
|
Dispositions – net
|
(3
|
)
|
|
(4
|
)
|
||
|
Contributions in aid of construction
|
14
|
|
|
10
|
|
||
|
Purchases of businesses, net of cash acquired (Note 2)
|
—
|
|
|
(727
|
)
|
||
|
Purchases of and contributions to equity-method investments
|
(30
|
)
|
|
(99
|
)
|
||
|
Other – net
|
(4
|
)
|
|
(16
|
)
|
||
|
Net cash provided (used) by investing activities
|
(329
|
)
|
|
(1,258
|
)
|
||
|
Increase (decrease) in cash and cash equivalents
|
111
|
|
|
(125
|
)
|
||
|
Cash and cash equivalents at beginning of year
|
289
|
|
|
168
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
400
|
|
|
$
|
43
|
|
|
_____________
|
|
|
|
||||
|
(1) Increases to property, plant, and equipment
|
$
|
(254
|
)
|
|
$
|
(418
|
)
|
|
Changes in related accounts payable and accrued liabilities
|
(52
|
)
|
|
(4
|
)
|
||
|
Capital expenditures
|
$
|
(306
|
)
|
|
$
|
(422
|
)
|
|
|
Transco
|
|
Northwest Pipeline
|
|
Gulf of Mexico Midstream
|
|
Northeast
Midstream
|
|
West Midstream
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
|
(Millions)
|
||||||||||||||||||||||||||||||
|
Three Months Ended March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Revenues from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Regulated interstate natural gas transportation and storage
|
$
|
604
|
|
|
$
|
115
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
717
|
|
|
Gathering, processing, transportation, fractionation, and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Monetary consideration
|
—
|
|
|
—
|
|
|
99
|
|
|
312
|
|
|
299
|
|
|
—
|
|
|
(22
|
)
|
|
688
|
|
||||||||
|
Commodity consideration
|
—
|
|
|
—
|
|
|
5
|
|
|
2
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||||||
|
Other
|
3
|
|
|
—
|
|
|
6
|
|
|
41
|
|
|
9
|
|
|
—
|
|
|
(5
|
)
|
|
54
|
|
||||||||
|
Total service revenues
|
607
|
|
|
115
|
|
|
110
|
|
|
355
|
|
|
329
|
|
|
—
|
|
|
(29
|
)
|
|
1,487
|
|
||||||||
|
Product Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
NGL and natural gas
|
20
|
|
|
—
|
|
|
32
|
|
|
29
|
|
|
359
|
|
|
—
|
|
|
(29
|
)
|
|
411
|
|
||||||||
|
Total revenues from contracts with customers
|
627
|
|
|
115
|
|
|
142
|
|
|
384
|
|
|
688
|
|
|
—
|
|
|
(58
|
)
|
|
1,898
|
|
||||||||
|
Other revenues (1)
|
—
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|
3
|
|
|
8
|
|
|
(3
|
)
|
|
15
|
|
||||||||
|
Total revenues
|
$
|
627
|
|
|
$
|
115
|
|
|
$
|
144
|
|
|
$
|
389
|
|
|
$
|
691
|
|
|
$
|
8
|
|
|
$
|
(61
|
)
|
|
$
|
1,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Three Months Ended March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Revenues from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Regulated interstate natural gas transportation and storage
|
$
|
570
|
|
|
$
|
114
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
684
|
|
|
Gathering, processing, transportation, fractionation, and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Monetary consideration
|
—
|
|
|
—
|
|
|
128
|
|
|
239
|
|
|
344
|
|
|
—
|
|
|
(18
|
)
|
|
693
|
|
||||||||
|
Commodity consideration
|
—
|
|
|
—
|
|
|
13
|
|
|
5
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
64
|
|
||||||||
|
Other
|
—
|
|
|
—
|
|
|
4
|
|
|
32
|
|
|
11
|
|
|
—
|
|
|
(4
|
)
|
|
43
|
|
||||||||
|
Total service revenues
|
570
|
|
|
114
|
|
|
145
|
|
|
276
|
|
|
401
|
|
|
—
|
|
|
(22
|
)
|
|
1,484
|
|
||||||||
|
Product Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
NGL and natural gas
|
24
|
|
|
—
|
|
|
58
|
|
|
47
|
|
|
479
|
|
|
—
|
|
|
(58
|
)
|
|
550
|
|
||||||||
|
Total revenues from contracts with customers
|
594
|
|
|
114
|
|
|
203
|
|
|
323
|
|
|
880
|
|
|
—
|
|
|
(80
|
)
|
|
2,034
|
|
||||||||
|
Other revenues (1)
|
3
|
|
|
—
|
|
|
4
|
|
|
5
|
|
|
4
|
|
|
7
|
|
|
(3
|
)
|
|
20
|
|
||||||||
|
Total revenues
|
$
|
597
|
|
|
$
|
114
|
|
|
$
|
207
|
|
|
$
|
328
|
|
|
$
|
884
|
|
|
$
|
7
|
|
|
$
|
(83
|
)
|
|
$
|
2,054
|
|
|
(1)
|
Revenues not within the scope of Accounting Standards Codification Topic 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.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions)
|
||||||
|
Balance at beginning of period
|
$
|
8
|
|
|
$
|
4
|
|
|
Revenue recognized in excess of amounts invoiced
|
23
|
|
|
19
|
|
||
|
Minimum volume commitments invoiced
|
(13
|
)
|
|
(1
|
)
|
||
|
Balance at end of period
|
$
|
18
|
|
|
$
|
22
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions)
|
||||||
|
Balance at beginning of period
|
$
|
1,215
|
|
|
$
|
1,397
|
|
|
Payments received and deferred
|
28
|
|
|
33
|
|
||
|
Significant financing component
|
3
|
|
|
4
|
|
||
|
Recognized in revenue
|
(57
|
)
|
|
(99
|
)
|
||
|
Balance at end of period
|
$
|
1,189
|
|
|
$
|
1,335
|
|
|
|
Contract Liabilities
|
|
Remaining Performance Obligations
|
||||
|
|
(Millions)
|
||||||
|
2020 (remainder)
|
$
|
110
|
|
|
$
|
2,552
|
|
|
2021
|
132
|
|
|
3,293
|
|
||
|
2022
|
117
|
|
|
3,149
|
|
||
|
2023
|
107
|
|
|
2,640
|
|
||
|
2024
|
99
|
|
|
2,350
|
|
||
|
Thereafter
|
624
|
|
|
18,985
|
|
||
|
Total
|
$
|
1,189
|
|
|
$
|
32,969
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
|
(Millions)
|
||||||
|
Accounts receivable related to revenues from contracts with customers
|
$
|
791
|
|
|
$
|
890
|
|
|
Other accounts receivable
|
139
|
|
|
106
|
|
||
|
Total reflected in Trade accounts and other receivables – net
|
$
|
930
|
|
|
$
|
996
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
|
(Millions)
|
||||||
|
Assets (liabilities):
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
100
|
|
|
$
|
102
|
|
|
Trade accounts and other receivables – net
|
170
|
|
|
167
|
|
||
|
Other current assets and deferred charges
|
3
|
|
|
5
|
|
||
|
Property, plant, and equipment – net
|
5,685
|
|
|
5,745
|
|
||
|
Intangible assets – net of accumulated amortization
|
2,454
|
|
|
2,669
|
|
||
|
Regulatory assets, deferred charges, and other
|
12
|
|
|
13
|
|
||
|
Accounts payable
|
(44
|
)
|
|
(58
|
)
|
||
|
Accrued liabilities
|
(54
|
)
|
|
(66
|
)
|
||
|
Regulatory liabilities, deferred income, and other
|
(285
|
)
|
|
(283
|
)
|
||
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions)
|
||||||
|
Current:
|
|
|
|
||||
|
Federal
|
$
|
(28
|
)
|
|
$
|
(6
|
)
|
|
State
|
1
|
|
|
—
|
|
||
|
|
(27
|
)
|
|
(6
|
)
|
||
|
Deferred:
|
|
|
|
||||
|
Federal
|
(134
|
)
|
|
61
|
|
||
|
State
|
(43
|
)
|
|
14
|
|
||
|
|
(177
|
)
|
|
75
|
|
||
|
Provision (benefit) for income taxes
|
$
|
(204
|
)
|
|
$
|
69
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Dollars in millions, except per-share
amounts; shares in thousands)
|
||||||
|
Net income (loss) available to common stockholders
|
$
|
(518
|
)
|
|
$
|
194
|
|
|
Basic weighted-average shares
|
1,213,019
|
|
|
1,211,489
|
|
||
|
Effect of dilutive securities:
|
|
|
|
||||
|
Nonvested restricted stock units
|
—
|
|
|
1,845
|
|
||
|
Stock options
|
—
|
|
|
258
|
|
||
|
Diluted weighted-average shares (1)
|
1,213,019
|
|
|
1,213,592
|
|
||
|
Earnings (loss) per common share:
|
|
|
|
||||
|
Basic
|
$
|
(.43
|
)
|
|
$
|
.16
|
|
|
Diluted
|
$
|
(.43
|
)
|
|
$
|
.16
|
|
|
(1)
|
For the three months ended March 31, 2020, 1.3 million weighted-average nonvested restricted stock units have been excluded from the computation of diluted earnings (loss) per common share as their inclusion would be antidilutive due to our loss available to common stockholders.
|
|
|
Pension Benefits
|
||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions)
|
||||||
|
Components of net periodic benefit cost (credit):
|
|
|
|
||||
|
Service cost
|
$
|
8
|
|
|
$
|
11
|
|
|
Interest cost
|
10
|
|
|
12
|
|
||
|
Expected return on plan assets
|
(13
|
)
|
|
(15
|
)
|
||
|
Amortization of net actuarial loss
|
4
|
|
|
4
|
|
||
|
Net actuarial loss from settlements
|
6
|
|
|
—
|
|
||
|
Net periodic benefit cost (credit)
|
$
|
15
|
|
|
$
|
12
|
|
|
|
Other Postretirement Benefits
|
||||||
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions)
|
||||||
|
Components of net periodic benefit cost (credit):
|
|
|
|
||||
|
Interest cost
|
$
|
2
|
|
|
$
|
2
|
|
|
Expected return on plan assets
|
(3
|
)
|
|
(2
|
)
|
||
|
Reclassification to regulatory liability
|
1
|
|
|
—
|
|
||
|
Net periodic benefit cost (credit)
|
$
|
—
|
|
|
$
|
—
|
|
|
|
March 31, 2020
|
||||||
|
|
Stated Capacity
|
|
Outstanding
|
||||
|
|
(Millions)
|
||||||
|
|
|
|
|
||||
|
Long-term credit facility (1)
|
$
|
4,500
|
|
|
$
|
1,700
|
|
|
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.
|
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
|
|
Pension and
Other Postretirement
Benefits
|
|
Total
|
||||||||
|
|
(Millions)
|
||||||||||||||
|
Balance at December 31, 2019
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(196
|
)
|
|
$
|
(199
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
||||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||
|
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||
|
Balance at March 31, 2020
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(202
|
)
|
|
$
|
(205
|
)
|
|
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)
|
|
$
|
10
|
|
|
Other income (expense) – net below Operating income (loss)
|
|
Income tax benefit
|
|
(2
|
)
|
|
Provision (benefit) for income taxes
|
|
|
Reclassifications during the period
|
|
$
|
8
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Quoted
Prices In
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
|
|
|
(Millions)
|
||||||||||||||||||
|
Assets (liabilities) at March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
ARO Trust investments
|
|
$
|
188
|
|
|
$
|
188
|
|
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Energy derivative assets designated as hedging instruments
|
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
|
Energy derivative assets not designated as hedging instruments
|
|
2
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
|
Energy derivative liabilities not designated as hedging instruments
|
|
(5
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
|
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-term debt, including current portion
|
|
(22,476
|
)
|
|
(22,531
|
)
|
|
—
|
|
|
(22,531
|
)
|
|
—
|
|
|||||
|
Guarantees
|
|
(41
|
)
|
|
(27
|
)
|
|
—
|
|
|
(11
|
)
|
|
(16
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
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
|
)
|
|||||
|
|
|
|
|
|
|
|
|
Impairments
|
||||||||
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||||
|
|
|
Segment
|
|
Date of Measurement
|
|
Fair Value
|
|
2020
|
|
2019
|
||||||
|
|
|
|
|
|
|
(Millions)
|
||||||||||
|
Impairment of certain assets:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Certain idle gathering assets (1)
|
|
West
|
|
March 31, 2019
|
|
$
|
—
|
|
|
|
|
$
|
12
|
|
||
|
Impairment of equity-method investments:
|
|
|
|
|
|
|
|
|
|
|
||||||
|
RMM (2)
|
|
West
|
|
March 31, 2020
|
|
$
|
557
|
|
|
$
|
243
|
|
|
|
||
|
Brazos Permian II (2)
|
|
West
|
|
March 31, 2020
|
|
—
|
|
|
193
|
|
|
|
||||
|
Caiman II (3)
|
|
Northeast G&P
|
|
March 31, 2020
|
|
191
|
|
|
229
|
|
|
|
||||
|
Appalachia Midstream Investments (3)
|
|
Northeast G&P
|
|
March 31, 2020
|
|
2,700
|
|
|
127
|
|
|
|
||||
|
Aux Sable (3)
|
|
Northeast G&P
|
|
March 31, 2020
|
|
7
|
|
|
39
|
|
|
|
||||
|
Laurel Mountain (3)
|
|
Northeast G&P
|
|
March 31, 2020
|
|
236
|
|
|
10
|
|
|
|
||||
|
Discovery (3)
|
|
Transmission & Gulf of Mexico
|
|
March 31, 2020
|
|
367
|
|
|
97
|
|
|
|
||||
|
UEOM (4)
|
|
Northeast G&P
|
|
March 17, 2019
|
|
1,210
|
|
|
|
|
$
|
74
|
|
|||
|
Impairment of equity-method investments
|
|
|
|
|
|
|
|
$
|
938
|
|
|
$
|
74
|
|
||
|
(1)
|
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. This impairment is reported in Other (income) expense – net within Costs and expenses in the Consolidated Statement of Operations.
|
|
(2)
|
Following the previously described declining market conditions during the first quarter of 2020, we evaluated these investments for other-than-temporary impairment. The fair value was measured using an income approach. Both investees operate in primarily oil-driven basins where significant expected reductions in producer activities led to reduced estimates of expected future cash flows. Our fair value estimates also reflected discount rates of approximately 17 percent for these investments. We also considered any debt held at the investee level, and its impact to fair value. The industry weighted-average discount rates utilized were significantly influenced by the recent market declines previously discussed.
|
|
(3)
|
Following the previously described declining market conditions during the first quarter of 2020, we evaluated these investments for other-than-temporary impairment. The impairments within our Northeast G&P segment are
|
|
(4)
|
The estimated fair value 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 2 – Acquisitions). These inputs resulted in a fair value measurement within Level 2 of the fair value hierarchy.
|
|
•
|
Former agricultural fertilizer and chemical operations and former retail petroleum and refining operations;
|
|
•
|
Former petroleum products and natural gas pipelines;
|
|
•
|
Former petroleum refining facilities;
|
|
•
|
Former exploration and production and mining operations;
|
|
•
|
Former electricity and natural gas marketing and trading operations.
|
|
•
|
This measure is further adjusted to include our proportionate share (based on ownership interest) of Modified EBITDA from our equity-method investments calculated consistently with the definition described above.
|
|
|
Transmission & Gulf of Mexico
|
|
Northeast G&P
|
|
West
|
|
Other
|
|
Eliminations
|
|
Total
|
||||||||||||
|
|
|
|
(Millions)
|
||||||||||||||||||||
|
Three Months Ended March 31, 2020
|
|||||||||||||||||||||||
|
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
External
|
$
|
814
|
|
|
$
|
344
|
|
|
$
|
311
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
1,474
|
|
|
Internal
|
15
|
|
|
14
|
|
|
—
|
|
|
3
|
|
|
(32
|
)
|
|
—
|
|
||||||
|
Total service revenues
|
829
|
|
|
358
|
|
|
311
|
|
|
8
|
|
|
(32
|
)
|
|
1,474
|
|
||||||
|
Total service revenues – commodity consideration
|
5
|
|
|
2
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||||
|
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
External
|
41
|
|
|
23
|
|
|
347
|
|
|
—
|
|
|
—
|
|
|
411
|
|
||||||
|
Internal
|
11
|
|
|
6
|
|
|
12
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
||||||
|
Total product sales
|
52
|
|
|
29
|
|
|
359
|
|
|
—
|
|
|
(29
|
)
|
|
411
|
|
||||||
|
Total revenues
|
$
|
886
|
|
|
$
|
389
|
|
|
$
|
691
|
|
|
$
|
8
|
|
|
$
|
(61
|
)
|
|
$
|
1,913
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Three Months Ended March 31, 2019
|
|||||||||||||||||||||||
|
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
External
|
$
|
811
|
|
|
$
|
266
|
|
|
$
|
359
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
1,440
|
|
|
Internal
|
12
|
|
|
10
|
|
|
—
|
|
|
3
|
|
|
(25
|
)
|
|
—
|
|
||||||
|
Total service revenues
|
823
|
|
|
276
|
|
|
359
|
|
|
7
|
|
|
(25
|
)
|
|
1,440
|
|
||||||
|
Total service revenues – commodity consideration
|
13
|
|
|
5
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
64
|
|
||||||
|
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
External
|
52
|
|
|
36
|
|
|
462
|
|
|
—
|
|
|
—
|
|
|
550
|
|
||||||
|
Internal
|
30
|
|
|
11
|
|
|
17
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
||||||
|
Total product sales
|
82
|
|
|
47
|
|
|
479
|
|
|
—
|
|
|
(58
|
)
|
|
550
|
|
||||||
|
Total revenues
|
$
|
918
|
|
|
$
|
328
|
|
|
$
|
884
|
|
|
$
|
7
|
|
|
$
|
(83
|
)
|
|
$
|
2,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Total assets
|
$
|
18,656
|
|
|
$
|
14,702
|
|
|
$
|
10,619
|
|
|
$
|
1,309
|
|
|
$
|
(657
|
)
|
|
$
|
44,629
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Total assets
|
$
|
18,796
|
|
|
$
|
15,399
|
|
|
$
|
11,265
|
|
|
$
|
1,151
|
|
|
$
|
(571
|
)
|
|
$
|
46,040
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions)
|
||||||
|
Modified EBITDA by segment:
|
|
|
|
||||
|
Transmission & Gulf of Mexico
|
$
|
662
|
|
|
$
|
636
|
|
|
Northeast G&P
|
369
|
|
|
299
|
|
||
|
West
|
215
|
|
|
256
|
|
||
|
Other
|
7
|
|
|
(4
|
)
|
||
|
|
1,253
|
|
|
1,187
|
|
||
|
Accretion expense associated with asset retirement obligations for nonregulated operations
|
(10
|
)
|
|
(9
|
)
|
||
|
Depreciation and amortization expenses
|
(429
|
)
|
|
(416
|
)
|
||
|
Impairment of goodwill
|
(187
|
)
|
|
—
|
|
||
|
Equity earnings (losses)
|
22
|
|
|
80
|
|
||
|
Impairment of equity-method investments
|
(938
|
)
|
|
(74
|
)
|
||
|
Other investing income (loss) – net
|
3
|
|
|
1
|
|
||
|
Proportional Modified EBITDA of equity-method investments
|
(192
|
)
|
|
(190
|
)
|
||
|
Interest expense
|
(296
|
)
|
|
(296
|
)
|
||
|
(Provision) benefit for income taxes
|
204
|
|
|
(69
|
)
|
||
|
Net income (loss)
|
$
|
(570
|
)
|
|
$
|
214
|
|
|
•
|
Transmission & Gulf of Mexico is comprised of our interstate natural gas pipelines, Transco and Northwest Pipeline, as well as 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, a 50 percent equity-method investment in Gulfstream, and a 60 percent equity-method investment in Discovery.
|
|
•
|
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 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. West also included our former 50 percent equity-method investment in Jackalope, which was sold in April 2019.
|
|
•
|
Other includes minor business activities that are not operating segments, as well as corporate operations.
|
|
•
|
An increase of $864 million of Impairment of equity-method investments;
|
|
•
|
$187 million of Impairment of goodwill;
|
|
•
|
A $58 million decrease in equity earnings, primarily due to our share of an impairment of goodwill recorded by an equity method investee;
|
|
•
|
$19 million of lower commodity margins.
|
|
•
|
$34 million of increased Service revenues;
|
|
•
|
$15 million of lower Selling, general, and administrative expenses;
|
|
•
|
A $72 million favorable change in Net income (loss) attributable to noncontrolling interests primarily due to the noncontrolling interests’ share of the goodwill impairment;
|
|
•
|
A $273 million decrease in provision for income taxes driven by lower pre-tax income.
|
|
•
|
Our financial condition, results of operations, and liquidity have not been materially impacted by direct effects of COVID-19.
|
|
•
|
We believe we have the ability to access the debt market, if necessary, and continue to have significant levels of unused capacity on our revolving credit facility.
|
|
•
|
We have implemented remote working arrangements where possible and restricted business-related travel. Implementation of these measures has not required material expenditures or significantly impacted our ability to operate our business.
|
|
•
|
Our remote working arrangements have not significantly impacted our internal controls over financial reporting and disclosure controls and procedures.
|
|
•
|
The publicly traded price for our common stock (NYSE: WMB) declined 40 percent during the first quarter of 2020, including a 26 percent decline in the month of March. As a result, our board of directors approved a limited duration shareholder rights agreement. (See Note 10 – Stockholders’ Equity of Notes to the Consolidated Financial Statements.)
|
|
•
|
Driven by the decline in our market capitalization and the underlying decrease in fair value of our Northeast G&P reporting unit, we recognized a $187 million impairment of goodwill during the first quarter of 2020. (See Note 11 – Fair Value Measurements and Guarantees of Notes to the Consolidated Financial Statements.)
|
|
•
|
The same economic conditions impacted the fair value of certain of our equity-method investments, resulting in $938 million of other-than-temporary impairments of these investments in the first quarter of 2020. (See Note 11 – Fair Value Measurements and Guarantees of Notes to the Consolidated Financial Statements.)
|
|
•
|
Our interstate natural gas transmission businesses are fully contracted under long-term firm reservation contracts with high credit quality customers and are not exposed to crude oil prices.
|
|
•
|
We believe counterparty credit concerns in our gathering and processing business are significantly mitigated by the physical nature of our services, where we gather at the wellhead and are therefore critical to a producer’s ability to move product to market.
|
|
•
|
Our on-shore natural gas gathering and processing businesses are substantially focused on gas-directed drilling basins rather than oil, with a broad diversity of basins and customers served. Further, a decline in oil drilling would be expected to result in less associated natural gas production, which could drive more demand for natural gas produced from gas-directed basins we serve.
|
|
•
|
Our deepwater transportation business is supported mostly by major oil producers with a long-cycle perspective.
|
|
•
|
Continued negative impacts of COVID-19 driving a global recession, which could result in further downturns in financial markets and commodity prices, as well as impact demand for natural gas and related products;
|
|
•
|
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 downturn, 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 our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 24, 2020, as supplemented by the disclosure in Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.
|
|
|
Three Months Ended
March 31, |
|
|
|
|
||||||||
|
|
2020
|
|
2019
|
|
$ Change*
|
|
% Change*
|
||||||
|
|
(Millions)
|
|
|
|
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||
|
Service revenues
|
$
|
1,474
|
|
|
$
|
1,440
|
|
|
+34
|
|
|
+2
|
%
|
|
Service revenues – commodity consideration
|
28
|
|
|
64
|
|
|
-36
|
|
|
-56
|
%
|
||
|
Product sales
|
411
|
|
|
550
|
|
|
-139
|
|
|
-25
|
%
|
||
|
Total revenues
|
1,913
|
|
|
2,054
|
|
|
|
|
|
||||
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||
|
Product costs
|
396
|
|
|
525
|
|
|
+129
|
|
|
+25
|
%
|
||
|
Processing commodity expenses
|
13
|
|
|
40
|
|
|
+27
|
|
|
+68
|
%
|
||
|
Operating and maintenance expenses
|
337
|
|
|
340
|
|
|
+3
|
|
|
+1
|
%
|
||
|
Depreciation and amortization expenses
|
429
|
|
|
416
|
|
|
-13
|
|
|
-3
|
%
|
||
|
Selling, general, and administrative expenses
|
113
|
|
|
128
|
|
|
+15
|
|
|
+12
|
%
|
||
|
Impairment of goodwill
|
187
|
|
|
—
|
|
|
-187
|
|
|
NM
|
|
||
|
Other (income) expense – net
|
7
|
|
|
44
|
|
|
+37
|
|
|
+84
|
%
|
||
|
Total costs and expenses
|
1,482
|
|
|
1,493
|
|
|
|
|
|
||||
|
Operating income (loss)
|
431
|
|
|
561
|
|
|
|
|
|
||||
|
Equity earnings (losses)
|
22
|
|
|
80
|
|
|
-58
|
|
|
-73
|
%
|
||
|
Impairment of equity-method investments
|
(938
|
)
|
|
(74
|
)
|
|
-864
|
|
|
NM
|
|
||
|
Other investing income (loss) – net
|
3
|
|
|
1
|
|
|
+2
|
|
|
+200
|
%
|
||
|
Interest expense
|
(296
|
)
|
|
(296
|
)
|
|
—
|
|
|
—
|
%
|
||
|
Other income (expense) – net
|
4
|
|
|
11
|
|
|
-7
|
|
|
-64
|
%
|
||
|
Income (loss) before income taxes
|
(774
|
)
|
|
283
|
|
|
|
|
|
||||
|
Provision (benefit) for income taxes
|
(204
|
)
|
|
69
|
|
|
+273
|
|
|
NM
|
|
||
|
Net income (loss)
|
(570
|
)
|
|
214
|
|
|
|
|
|
||||
|
Less: Net income (loss) attributable to noncontrolling interests
|
(53
|
)
|
|
19
|
|
|
+72
|
|
|
NM
|
|
||
|
Net income (loss) attributable to The Williams Companies, Inc.
|
$
|
(517
|
)
|
|
$
|
195
|
|
|
|
|
|
||
|
|
|
*
|
+ = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions)
|
||||||
|
Service revenues
|
$
|
829
|
|
|
$
|
823
|
|
|
Service revenues – commodity consideration
|
5
|
|
|
13
|
|
||
|
Product sales
|
52
|
|
|
82
|
|
||
|
Segment revenues
|
886
|
|
|
918
|
|
||
|
|
|
|
|
||||
|
Product costs
|
(52
|
)
|
|
(82
|
)
|
||
|
Processing commodity expenses
|
(2
|
)
|
|
(5
|
)
|
||
|
Other segment costs and expenses
|
(214
|
)
|
|
(237
|
)
|
||
|
Proportional Modified EBITDA of equity-method investments
|
44
|
|
|
42
|
|
||
|
Transmission & Gulf of Mexico Modified EBITDA
|
$
|
662
|
|
|
$
|
636
|
|
|
|
|
|
|
||||
|
Commodity margins
|
$
|
3
|
|
|
$
|
8
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions)
|
||||||
|
Service revenues
|
$
|
358
|
|
|
$
|
276
|
|
|
Service revenues – commodity consideration
|
2
|
|
|
5
|
|
||
|
Product sales
|
29
|
|
|
47
|
|
||
|
Segment revenues
|
389
|
|
|
328
|
|
||
|
|
|
|
|
||||
|
Product costs
|
(29
|
)
|
|
(47
|
)
|
||
|
Processing commodity expenses
|
(1
|
)
|
|
(3
|
)
|
||
|
Other segment costs and expenses
|
(110
|
)
|
|
(101
|
)
|
||
|
Proportional Modified EBITDA of equity-method investments
|
120
|
|
|
122
|
|
||
|
Northeast G&P Modified EBITDA
|
$
|
369
|
|
|
$
|
299
|
|
|
|
|
|
|
||||
|
Commodity margins
|
$
|
1
|
|
|
$
|
2
|
|
|
•
|
A $68 million increase at the Northeast JV, including a $32 million increase associated with the consolidation of UEOM, as previously discussed, $8 million associated with higher UEOM volumes, and $20 million higher gathering, processing, fractionation, and transportation revenues from our Ohio Valley Midstream business due to higher volumes. Additionally, revenues increased related to $8 million of higher amounts for reimbursable electricity expenses, which are offset by similar changes in electricity charges, reflected above in Other segment costs and expenses;
|
|
•
|
An $8 million increase in gathering revenues at Cardinal primarily due to higher rates;
|
|
•
|
A $6 million increase in gathering revenues at Susquehanna Supply Hub.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions)
|
||||||
|
Service revenues
|
$
|
311
|
|
|
$
|
359
|
|
|
Service revenues – commodity consideration
|
21
|
|
|
46
|
|
||
|
Product sales
|
359
|
|
|
479
|
|
||
|
Segment revenues
|
691
|
|
|
884
|
|
||
|
|
|
|
|
||||
|
Product costs
|
(368
|
)
|
|
(475
|
)
|
||
|
Processing commodity expenses
|
(10
|
)
|
|
(31
|
)
|
||
|
Other segment costs and expenses
|
(126
|
)
|
|
(148
|
)
|
||
|
Proportional Modified EBITDA of equity-method investments
|
28
|
|
|
26
|
|
||
|
West Modified EBITDA
|
$
|
215
|
|
|
$
|
256
|
|
|
|
|
|
|
||||
|
Commodity margins
|
$
|
2
|
|
|
$
|
19
|
|
|
•
|
A $38 million decrease driven by lower deferred revenue amortization and MVC deficiency fee revenues associated with the expiration of the MVC agreement in the Barnett Shale region;
|
|
•
|
A $23 million decrease associated with lower rates driven by lower commodity pricing in the Barnett Shale region and the expiration of a cost-of-service period on a contract in the Mid-Continent region;
|
|
•
|
A $12 million decrease associated with lower volumes;
|
|
•
|
A $26 million increase in the Eagle Ford Shale region.
|
|
•
|
A $16 million decrease associated with lower sales volumes primarily due to 87 percent lower ethane sales volumes primarily due to higher ethane rejection as well as 18 percent lower non-ethane sales volumes primarily due to less producer drilling activity;
|
|
•
|
A $10 million decrease associated with lower sales prices primarily due to 32 percent lower average net realized per-unit non-ethane sales prices;
|
|
•
|
A $22 million increase related to a decrease in natural gas purchases associated with lower equity NGL production volumes and lower natural gas prices.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(Millions)
|
||||||
|
Other Modified EBITDA
|
$
|
7
|
|
|
$
|
(4
|
)
|
|
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
|
March 31, 2020
|
||
|
|
(Millions)
|
||
|
Cash and cash equivalents
|
$
|
400
|
|
|
Capacity available under our $4.5 billion credit facility, less amounts outstanding under our $4 billion commercial paper program (1)
|
2,800
|
|
|
|
|
$
|
3,200
|
|
|
|
|
(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 March 31, 2020. Through March 31, 2020, the highest amount outstanding under our commercial paper program and credit facility during 2020 was $1.7 billion. At March 31, 2020, we were in compliance with the financial covenants associated with our credit facility. Borrowing capacity available under our credit facility as of May 1, 2020, was $2.8 billion.
|
|
Rating Agency
|
|
Outlook
|
|
Senior Unsecured
Debt Rating
|
|
S&P Global Ratings
|
|
Stable
|
|
BBB
|
|
Moody’s Investors Service
|
|
Stable
|
|
Baa3
|
|
Fitch Ratings
|
|
Stable
|
|
BBB-
|
|
|
Cash Flow
|
|
Three Months Ended
March 31, |
||||||
|
|
Category
|
|
2020
|
|
2019
|
||||
|
|
|
|
(Millions)
|
||||||
|
Sources of cash and cash equivalents:
|
|
|
|
|
|
||||
|
Operating activities – net
|
Operating
|
|
$
|
787
|
|
|
$
|
775
|
|
|
Proceeds from credit-facility borrowings
|
Financing
|
|
1,700
|
|
|
700
|
|
||
|
Proceeds from commercial paper – net
|
Financing
|
|
—
|
|
|
1,014
|
|
||
|
|
|
|
|
|
|
||||
|
Uses of cash and cash equivalents:
|
|
|
|
|
|
||||
|
Payments of long-term debt
|
Financing
|
|
(1,518
|
)
|
|
(4
|
)
|
||
|
Common dividends paid
|
Financing
|
|
(485
|
)
|
|
(460
|
)
|
||
|
Capital expenditures
|
Investing
|
|
(306
|
)
|
|
(422
|
)
|
||
|
Dividends and distributions paid to noncontrolling interests
|
Financing
|
|
(44
|
)
|
|
(41
|
)
|
||
|
Purchases of and contributions to equity-method investments
|
Investing
|
|
(30
|
)
|
|
(99
|
)
|
||
|
Payments on credit-facility borrowings
|
Financing
|
|
—
|
|
|
(860
|
)
|
||
|
Purchases of businesses, net of cash acquired (see Note 2)
|
Investing
|
|
—
|
|
|
(727
|
)
|
||
|
|
|
|
|
|
|
||||
|
Other sources / (uses) – net
|
Financing and Investing
|
|
7
|
|
|
(1
|
)
|
||
|
Increase (decrease) in cash and cash equivalents
|
|
|
$
|
111
|
|
|
$
|
(125
|
)
|
|
•
|
Imbalances in supply and demand whether rising from worldwide or 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 (OPEC) and other countries, whether acting independently of or informally aligned with OPEC, which have significant oil, natural gas or other commodity production capabilities including Russia;
|
|
•
|
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.
|
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
|
|
2.1
|
|
—
|
|
|
|
2.2
|
|
—
|
|
|
|
2.3
|
|
—
|
|
|
|
3.1
|
|
—
|
|
|
|
3.2
|
|
—
|
|
|
|
3.3
|
|
—
|
|
|
|
3.4
|
|
—
|
|
|
|
3.5
|
|
—
|
|
|
|
4.1
|
|
—
|
|
|
|
10.1§*
|
|
—
|
|
|
|
10.2§*
|
|
—
|
|
|
|
10.3§*
|
|
—
|
|
|
|
10.4§*
|
|
—
|
|
|
|
31.1*
|
|
—
|
|
|
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
|
|
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.
|
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase.
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase.
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase.
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase.
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104*
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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).
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*
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Filed herewith.
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**
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Furnished herewith.
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§
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Management contract or compensatory plan or arrangement.
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THE WILLIAMS COMPANIES, INC.
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(Registrant)
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/s/ John D. Porter
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John D. Porter
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Vice President, Controller, and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)
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(a)
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(i) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 5(e) above shall be no more than thirty (30) days after such Participant’s Separation from Service. If such 30-day period spans two calendar years, then payment will be made in the later calendar year. However, if the Participant was a “key employee” within the meaning of Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, payment shall not be made sooner than the earlier to occur of the following: (i) six (6) months following the date of such Separation from Service; and (ii) the Participant’s death.
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(a)
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(i) The payment date for all Shares in which a Participant becomes vested pursuant to Subparagraph 5(e) above shall be no more than thirty (30) days after such Participant’s Separation from Service. If such 30-day period spans two calendar years, then payment will be made in the later calendar year. However, if the Participant was a “key employee” within the meaning of Section 409A(a)(B)(i) of the Code immediately prior to his or her Separation from Service, payment shall not be made sooner than the earlier to occur of the following: (i) six (6) months following the date of such Separation from Service; and (ii) the Participant’s death.
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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(a)
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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
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Alan S. Armstrong
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Alan S. Armstrong
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President and Chief Executive Officer
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(Principal Executive Officer)
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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(a)
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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
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ John D. Chandler
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John D. Chandler
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Senior Vice President and Chief Financial Officer
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(Principal Financial Officer)
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/s/ Alan S. Armstrong
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Alan S. Armstrong
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President and Chief Executive Officer
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May 4, 2020
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/s/ John D. Chandler
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John D. Chandler
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Senior Vice President and Chief Financial Officer
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May 4, 2020
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