UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 10-Q
(Mark One)
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20182019
or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 1-4174
THE WILLIAMS COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-0569878
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
ONE WILLIAMS CENTER  
TULSA, OKLAHOMA 74172-0172
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (918) 573-2000
NO CHANGE
 
(Former name, former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueWMBNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
 
Accelerated filer ¨
 
Non-accelerated filer ¨
 
Smaller reporting company ¨
 
Emerging growth company ¨
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class Shares Outstanding at April 30, 201829, 2019
Common Stock, $1$1.00 par value 827,610,8371,211,770,224
 



The Williams Companies, Inc.
Index


  Page
Part I. Financial Information
  
Item 1. Financial Statements
  
Consolidated Statement of Income – Three Months Ended March 31, 20182019 and 20172018
 
6
Consolidated Statement of Comprehensive Income – Three Months Ended March 31, 20182019 and 20172018
 
7
Consolidated Balance Sheet – March 31, 20182019 and December 31, 20172018
 
8
Consolidated Statement of Changes in Equity – Three Months Ended March 31, 2019 and 2018
 
9
Consolidated Statement of Cash Flows – Three Months Ended March 31, 20182019 and 20172018
 
10
Notes to Consolidated Financial Statements
 
11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
3835
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
5550
Item 4. Controls and Procedures
 
5550
Part II. Other Information
 
5550
Item 1. Legal Proceedings
 
5550
Item 1A. Risk Factors
 
5752
Item 6. Exhibits
 
5853

The reports, filings, and other public announcements of The Williams Companies, Inc. (Williams) may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “assumes,” “guidance,” “outlook,” “in-service date,” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:

Expected levels of cash distributions by Williams Partners L.P. (WPZ) with respect to limited partner interests;

Levels of dividends to Williams stockholders;

Future credit ratings of Williams WPZ, and theirits 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.

Forward-looking statements are based on numerous assumptions, uncertainties and risks that could cause future events or results to be materially different from those stated or implied in this report. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:

Whether WPZ will produce sufficient cash flows to provide expected levels of cash distributions;

Whether we are able to pay current and expected levels of dividends;

Whether WPZ elects to pay expected levels of cash distributions and we elect to pay expected levels of dividends;

Whether we will be able to effectively execute our financing plan;

Availability of supplies, including lower than anticipated volumes from third parties served by our business,market demand, and market demand;

Volatilityvolatility of pricing including the effect of lower than anticipated energy commodity prices and margins;prices;

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);

The strength and financial resources of our competitors and the effects of competition;

Whether we are able to successfully identify, evaluate and timely execute our capital projects and other investment opportunities in accordance with our forecasted capital expenditures budget;opportunities;

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 operations;to consummate asset sales on acceptable terms;

Development and rate of adoption of alternative energy sources;

The impact of operational and developmental hazards and unforeseen interruptions, and the availability of adequate insurance coverage;interruptions;



The impact of existing and future laws (including, but not limited to, the Tax Cuts and Job Acts of 2017), regulations, (including, but not limited to, the FERC’s “Revised Policy Statement on Treatment of Income Taxes” in Docket No. PL17-1-000), the regulatory environment, environmental liabilities, and litigation, as well as our ability to obtain necessary permits and approvals, and achieve favorable rate proceeding outcomes;

Our costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;

Changes in maintenance and construction costs;costs, as well as our ability to obtain sufficient construction related inputs including skilled labor;



Changes in the current geopolitical situation;

Our exposure to the credit risk of our customers and counterparties;

Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally recognized credit rating agencies, and the availability and cost of capital;

The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;

Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;

Acts of terrorism, including cybersecurity threats,incidents, and related disruptions;

Additional risks described in our filings with the Securities and Exchange Commission (SEC).

Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update the above list or announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.

In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.

Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K filed with the SEC on February 22, 2018, and in Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.21, 2019.



DEFINITIONS

The following is a listing of certain abbreviations, acronyms, and other industry terminology that may be used throughout this Form 10-Q.

Measurements:
Barrel: One barrel of petroleum products that equals 42 U.S. gallons
Bcf: One billion cubic feet of natural gas
Bcf/d: One billion cubic feet of natural gas per day
British Thermal Unit (Btu): A unit of energy needed to raise the temperature of one pound of water by one degree
Fahrenheit
Dekatherms (Dth): A unit of energy equal to one million British thermal units
Mbbls/d: One thousand barrels per day
Mdth/d: One thousand dekatherms per day
MMcf/d: One million cubic feet per day
MMdth: One million dekatherms or approximately one trillion British thermal units
MMdth/d: One million dekatherms per day
Tbtu: One trillion British thermal units
Consolidated Entities:
Cardinal: Cardinal Gas Services, L.L.C.
Constitution: Constitution Pipeline Company, LLC
Gulfstar One: Gulfstar One LLC
Jackalope: Jackalope Gas Gathering Services, L.L.C.
Northwest Pipeline: Northwest Pipeline LLC
Transco: Transcontinental Gas Pipe Line Company, LLC
UEOM: Utica East Ohio Midstream LLC, previously a Partially Owned Entity until acquiring remaining interest in March 2019
WPZ: Williams Partners L.P. Effective August 10, 2018, we completed our merger with WPZ, pursuant to which we acquired all outstanding common units of WPZ held by others and Williams continued as the surviving entity.
Partially Owned Entities: Entities in which we do not own a 100 percent ownership interest and which, as of March 31, 2018,2019, we account for as an equity-method investment, including principally the following:
Aux Sable: Aux Sable Liquid Products LP
Brazos Permian II: Brazos Permian II, LLC
Caiman II: Caiman Energy II, LLC
Discovery: Discovery Producer Services LLC
Gulfstream: Gulfstream Natural Gas System, L.L.C.
Jackalope: Jackalope Gas Gathering Services, L.L.C.
Laurel Mountain: Laurel Mountain Midstream, LLC
OPPL: Overland Pass Pipeline Company LLC
UEOM:RMM: Utica East OhioRocky Mountain Midstream Holdings LLC


Government and Regulatory:Regulatory:
EPA: Environmental Protection Agency
FERC: Federal Energy Regulatory Commission
SEC: Securities and Exchange Commission
Other:
Fractionation: The process by which a mixed stream of natural gas liquids is separated into constituent products, such as ethane, propane, and butane
GAAP: U.S. generally accepted accounting principles
IDR: Incentive distribution right
LNG: Liquefied natural gas; natural gas which has been liquefied at cryogenic temperatures
Merger Agreement: Merger Agreement and Plan of Merger of Williams with Energy Transfer Equity, L.P and certain of its affiliates
MVC: Minimum volume commitment
NGLs: Natural gas liquids; natural gas liquids result from natural gas processing and crude oil refining and are
used as petrochemical feedstocks, heating fuels, and gasoline additives, among other applications
NGL margins:  NGL revenues less any applicable Btu replacement cost, plant fuel, and third-party transportation, and fractionation
PDH facility:WPZ Merger: Propane dehydrogenation facility
Throughput: The volumeAugust 10, 2018 merger transactions pursuant to which we acquired all outstanding common units of product transported or passing through a pipeline, plant, terminal, or other facilityWPZ held by others, merged WPZ into Williams, and Williams continued as the surviving entity





PART I – FINANCIAL INFORMATION

The Williams Companies, Inc.
Consolidated Statement of Income
(Unaudited)
Three Months Ended 
 March 31,		Three Months Ended 
 March 31,
2018 20172019 2018
(Millions, except per-share amounts)(Millions, except per-share amounts)
Revenues:      
Service revenues$1,351

$1,261
$1,440

$1,351
Service revenues – commodity consideration (Note 2)101
 —
Service revenues – commodity consideration64
 101
Product sales636

727
550

636
Total revenues2,088

1,988
2,054

2,088
Costs and expenses:





Product costs613

579
525

613
Processing commodity expenses (Note 2)35
 —
Processing commodity expenses40
 35
Operating and maintenance expenses357

371
340

357
Depreciation and amortization expenses431

442
416

431
Selling, general, and administrative expenses132

161
128

132
Other (income) expense – net29

5
44

29
Total costs and expenses1,597

1,558
1,493

1,597
Operating income (loss)491

430
561

491
Equity earnings (losses)82

107
80

82
Other investing income (loss) – net (Note 4)4
 272
Impairment of equity-method investments (Note 2)(74) —
Other investing income (loss) – net1
 4
Interest incurred(282)
(287)(306)
(282)
Interest capitalized9

7
10

9
Other income (expense) – net21

77
11

21
Income (loss) before income taxes325

606
283

325
Provision (benefit) for income taxes55

37
69

55
Net income (loss)270

569
214

270
Less: Net income (loss) attributable to noncontrolling interests118

196
19

118
Net income (loss) attributable to The Williams Companies, Inc.$152

$373
195

152
Amounts attributable to The Williams Companies, Inc.:   
Preferred stock dividends1
 —
Net income (loss) available to common stockholders$194
 $152
Basic earnings (loss) per common share:      
Net income (loss)$.18
 $.45
$.16
 $.18
Weighted-average shares (thousands)827,509
 824,548
1,211,489
 827,509
Diluted earnings (loss) per common share:      
Net income (loss)$.18
 $.45
$.16
 $.18
Weighted-average shares (thousands)830,197
 826,476
1,213,592
 830,197
Cash dividends declared per common share$.34
 $.30

See accompanying notes.


The Williams Companies, Inc.
Consolidated Statement of Comprehensive Income
(Unaudited)

Three Months Ended 
 March 31,		Three Months Ended 
 March 31,
2018 20172019 2018
(Millions)(Millions)
Net income (loss)$270
 $569
$214
 $270
Other comprehensive income (loss):      
Cash flow hedging activities:      
Net unrealized gain (loss) from derivative instruments, net of taxes of $0 in 2018 and ($1) in 20171
 3
Net unrealized gain (loss) from derivative instruments—
 1
Pension and other postretirement benefits:      
Amortization of prior service cost (credit) included in net periodic benefit cost (credit)—
 (1)
Amortization of actuarial (gain) loss included in net periodic benefit cost (credit), net of taxes of ($1) in 2018 and ($3) in 20175
 4
Amortization of actuarial (gain) loss included in net periodic benefit cost (credit), net of taxes of ($1) in 2019 and 20183
 5
Other comprehensive income (loss)6
 6
3
 6
Comprehensive income (loss)276
 575
217
 276
Less: Comprehensive income (loss) attributable to noncontrolling interests119
 197
19
 119
Comprehensive income (loss) attributable to The Williams Companies, Inc.$157
 $378
$198
 $157
See accompanying notes.



The Williams Companies, Inc.
Consolidated Balance Sheet
(Unaudited)
 March 31,
2018		 December 31,
2017		 March 31,
2019		 December 31,
2018
 (Millions, except per-share amounts) (Millions, except per-share amounts)
ASSETS    
Current assets:        
Cash and cash equivalents $1,292
 $899
 $43
 $168
Trade accounts and other receivables (net of allowance of $10 at March 31, 2018 and $9 at December 31, 2017) 743
 976
Trade accounts and other receivables (net of allowance of $9 at March 31, 2019 and $9 at December 31, 2018) 929
 992
Inventories 160
 113
 129
 130
Other current assets and deferred charges 204
 191
 186
 174
Total current assets 2,399
 2,179
 1,287
 1,464
Investments 6,513
 6,552
 6,544
 7,821
Property, plant, and equipment 40,467
 39,513
 40,541
 38,661
Accumulated depreciation and amortization (11,620) (11,302) (11,460) (11,157)
Property, plant, and equipment – net 28,847
 28,211
 29,081
 27,504
Intangible assets – net of accumulated amortization 8,644
 8,791
 8,096
 7,767
Regulatory assets, deferred charges, and other 649
 619
 962
 746
Total assets $47,052
 $46,352
 $45,970
 $45,302
LIABILITIES AND EQUITY        
Current liabilities:        
Accounts payable $776
 $978
 $620
 $662
Accrued liabilities 887
 1,167
 974
 1,102
Commercial paper 1,014
 —
Long-term debt due within one year 501
 501
 1,561
 47
Total current liabilities 2,164
 2,646
 4,169
 1,811
Long-term debt 21,379
 20,434
 20,703
 22,367
Deferred income tax liabilities 3,196
 3,147
 1,601
 1,524
Regulatory liabilities, deferred income, and other 4,410
 3,950
 3,772
 3,603
Contingent liabilities (Note 12) 
 
Contingent liabilities (Note 13) 
 
Equity:        
Stockholders’ equity:        
Common stock (960 million shares authorized at $1 par value;
862 million shares issued at March 31, 2018 and 861 million shares
issued at December 31, 2017)		 862
 861
Preferred stock 35
 35
Common stock ($1 par value; 1,470 million shares authorized at March 31, 2019 and December 31, 2018; 1,246 million shares issued at March 31, 2019 and 1,245 million shares issued at December 31, 2018) 1,246
 1,245
Capital in excess of par value 18,533
 18,508
 24,703
 24,693
Retained deficit (8,587) (8,434) (10,270) (10,002)
Accumulated other comprehensive income (loss) (294) (238) (267) (270)
Treasury stock, at cost (35 million shares of common stock) (1,041) (1,041) (1,041) (1,041)
Total stockholders’ equity 9,473
 9,656
 14,406
 14,660
Noncontrolling interests in consolidated subsidiaries 6,430
 6,519
 1,319
 1,337
Total equity 15,903
 16,175
 15,725
 15,997
Total liabilities and equity $47,052
 $46,352
 $45,970
 $45,302

See accompanying notes.


The Williams Companies, Inc.
Consolidated Statement of Changes in Equity
(Unaudited)

 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, 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
The Williams Companies, Inc., Stockholders    
Common
Stock
 
Capital in
Excess of
Par Value
 
Retained
Deficit
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury
Stock
 
Total
Stockholders’
Equity
 
Noncontrolling
Interests
 Total Equity
(Millions)
Balance – December 31, 2017$861
 $18,508
 $(8,434) $(238) $(1,041) $9,656
 $6,519
 $16,175
$—
 $861
 $18,508
 $(8,434) $(238) $(1,041) $9,656
 $6,519
 $16,175
Adoption of ASC 606 (Note 1)—
 —
 (84) —
 —
 (84) (37) (121)
Adoption of ASU 2018-02 (Note 1)—
 —
 61
 (61) —
 —
 —
 —
Adoption of new accounting standards—
 —
 —
 (23) (61) —
 (84) (37) (121)
Net income (loss)—
 —
 152
 —
 —
 152
 118
 270
—
 —
 —
 152
 —
 —
 152
 118
 270
Other comprehensive income (loss)—
 —
 —
 5
 —
 5
 1
 6
—
 —
 —
 —
 5
 —
 5
 1
 6
Cash dividends – common stock—
 —
 (281) —
 —
 (281) —
 (281)
Cash dividends – common stock ($0.34 per share)—
 —
 —
 (281) —
 —
 (281) —
 (281)
Dividends and distributions to noncontrolling interests—
 —
 —
 —
 —
 —
 (187) (187)—
 —
 —
 —
 —
 —
 —
 (187) (187)
Stock-based compensation and related common stock issuances, net of tax1
 18
 —
 —
 —
 19
 —
 19
—
 1
 18
 —
 —
 —
 19
 —
 19
Sales of limited partner units of Williams Partners L.P.—
 —
 —
 —
 —
 —
 22
 22
—
 —
 —
 —
 —
 —
 —
 22
 22
Changes in ownership of consolidated subsidiaries, net—
 7
 —
 —
 —
 7
 (9) (2)—
 —
 7
 —
 —
 —
 7
 (9) (2)
Contributions from noncontrolling interests—
 —
 —
 —
 —
 —
 3
 3
—
 —
 —
 —
 —
 —
 —
 3
 3
Other—
 —
 (1) —
 —
 (1) —
 (1)—
 —
 —
 (1) —
 —
 (1) —
 (1)
Net increase (decrease) in equity1
 25
 (153) (56) —
 (183) (89) (272)—
 1
 25
 (153) (56) —
 (183) (89) (272)
Balance – March 31, 2018$862
 $18,533
 $(8,587) $(294) $(1,041) $9,473
 $6,430
 $15,903
$—
 $862
 $18,533
 $(8,587) $(294) $(1,041) $9,473
 $6,430
 $15,903
*Accumulated Other Comprehensive Income (Loss)
See accompanying notes.



The Williams Companies, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
Three Months Ended 
 March 31,		Three Months Ended 
 March 31,
2018 20172019 2018
(Millions)(Millions)
OPERATING ACTIVITIES:  
Net income (loss)$270
 $569
$214
 $270
Adjustments to reconcile to net cash provided (used) by operating activities:      
Depreciation and amortization431
 442
416
 431
Provision (benefit) for deferred income taxes73
 28
75
 73
Equity (earnings) losses(82) (107)(80) (82)
Distributions from unconsolidated affiliates140
 190
172
 140
Net (gain) loss on disposition of equity-method investments—
 (269)
Impairment of equity-method investments (Note 2)74
 —
Amortization of stock-based awards14
 21
14
 14
Cash provided (used) by changes in current assets and liabilities:      
Accounts and notes receivable238
 29
97
 238
Inventories(40) (30)1
 (40)
Other current assets and deferred charges(4) 18
(6) (4)
Accounts payable(197) 32
(39) (197)
Accrued liabilities(166) (133)(142) (166)
Other, including changes in noncurrent assets and liabilities17
 (63)(21) 17
Net cash provided (used) by operating activities694
 727
775
 694
FINANCING ACTIVITIES:      
Proceeds from (payments of) commercial paper – net—
 (93)1,014
 —
Proceeds from long-term debt2,048
 470
708
 2,048
Payments of long-term debt(1,060) (2,000)(864) (1,060)
Proceeds from issuance of common stock10
 2,122
6
 10
Dividends paid(281) (248)
Common dividends paid(460) (281)
Dividends and distributions paid to noncontrolling interests(165) (242)(41) (165)
Contributions from noncontrolling interests3
 4
4
 3
Payments for debt issuance costs(18) —
—
 (18)
Other – net(40) (28)(9) (40)
Net cash provided (used) by financing activities497
 (15)358
 497
INVESTING ACTIVITIES:      
Property, plant, and equipment:      
Capital expenditures (1)(957) (511)(422) (957)
Dispositions – net(1) (2)(4) (1)
Contributions in aid of construction190
 131
10
 190
Proceeds from dispositions of equity-method investments—
 200
Purchases of businesses, net of cash acquired(727) —
Purchases of and contributions to equity-method investments(21) (52)(99) (21)
Other – net(9) (9)(16) (9)
Net cash provided (used) by investing activities(798) (243)(1,258) (798)
Increase (decrease) in cash and cash equivalents393
 469
(125) 393
Cash and cash equivalents at beginning of year899
 170
168
 899
Cash and cash equivalents at end of period$1,292
 $639
$43
 $1,292
_____________      
(1) Increases to property, plant, and equipment$(934) $(569)$(418) $(934)
Changes in related accounts payable and accrued liabilities(23) 58
(4) (23)
Capital expenditures$(957) $(511)$(422) $(957)

See accompanying notes.


The Williams Companies, Inc.
Notes to Consolidated Financial Statements
(Unaudited)

Note 1 – General, Description of Business, and Basis of Presentation
General
Our accompanying interim consolidated financial statements do not include all the notes in our annual financial statements and, therefore, should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2017,2018, in our Annual Report on Form 10-K. The accompanying unaudited financial statements include all normal recurring adjustments and others that, in the opinion of management, are necessary to present fairly our interim financial statements.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Unless the context clearly indicates otherwise, references in this report to “Williams,” “we,” “our,” “us,” or like terms refer to The Williams Companies, Inc. and its subsidiaries. Unless the context clearly indicates otherwise, references to “Williams,” “we,” “our,” and “us” include the operations in which we own interests accounted for as equity-method investments that are not consolidated in our financial statements. When we refer to our equity investees by name, we are referring exclusively to their businesses and operations.
Financial RepositioningWPZ Merger
In January 2017,On August 10, 2018, we entered into agreementscompleted our merger with Williams Partners L.P. (WPZ), whereinour previously consolidated master limited partnership, pursuant to which we permanently waivedacquired all of the general partner’s incentive distribution rights and converted our 2 percent general partner interest in WPZ to a noneconomic interest in exchange for 289approximately 256 million newly issued WPZ common units. Pursuant to this agreement, we also purchased approximately 277 thousand WPZ common units for $10 million. Additionally, we purchased approximately 59 millionpublicly held outstanding common units of WPZ atin exchange for 382 million shares of our common stock (WPZ Merger). Williams continued as the surviving entity. The WPZ Merger was accounted for as a pricenoncash equity transaction resulting in increases to Common stock of $36.08586 per unit$382 million, Capital in a private placement transaction, funded with proceeds from our equity offering. Accordingexcess of par value of $6.112 billion, and Regulatory assets, deferred charges, and other of $33 million and decreases to Accumulated other comprehensive income (loss) (AOCI) of $3 million, Noncontrolling interests in consolidated subsidiaries of $4.629 billion, and Deferred income tax liabilities of $1.829 billion in the Consolidated Balance Sheet. Pursuant to its distribution reinvestment program, WPZ had issued 576,923 common units to the terms of this agreement, concurrent with WPZ’s quarterly distributionspublic in February 2017 and May 2017, we paid additional consideration totaling $56 million to WPZ for these units.2018 associated with reinvested distributions of $22 million.
Description of Business
We are a Delaware corporation whose common stock is listed and traded on the New York Stock Exchange. Our operations are located principally in the United States. We havePrior to the WPZ Merger, we had one reportable segment, Williams Partners. Beginning in the third-quarter 2018, consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources, our operations are now presented within the following reportable segments: Northeast G&P, Atlantic-Gulf, and West. Prior period segment disclosures have been recast for the new segment presentation. All remaining business activities as well as corporate activities are included in Other.
Williams Partners
Williams Partners consistsNortheast G&P is comprised of our consolidated master limited partnership, WPZ,midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily includes gas pipelinein Pennsylvania, New York, and midstream businesses.
WPZ’s gas pipeline businesses primarily consistWest Virginia and the Utica Shale region of two interstate natural gas pipelines, which are Transcontinental Gas Pipe Line Company, LLC (Transco) and Northwest Pipeline LLC (Northwest Pipeline), and several joint venture investments in interstate and intrastate natural gas pipeline systems,eastern Ohio, including a 5066 percent equity-method investment in Gulfstream Natural Gas System, L.L.C., and a 41 percent interest in Constitution Pipeline Company, LLC (Constitution)Cardinal Gas Services, L.L.C. (Cardinal) (a consolidated entity), which is developing a pipeline project (see Note 3 – Variable Interest Entities).
WPZ’s midstream businesses primarily consist of (1) natural gas gathering, treating, compression, and processing; (2) natural gas liquid (NGL) fractionation, storage, and transportation; (3) crude oil production handling and


Notes (Continued)


transportation; and (4) olefins production. WPZ sold its olefins operations in July 2017. The primary service areas are concentrated in major producing basins in Colorado, Texas, Oklahoma, Kansas, New Mexico, Wyoming, the Gulf of Mexico, Louisiana, Pennsylvania, West Virginia, New York, and Ohio, which include the Barnett, Eagle Ford, Haynesville, Marcellus, Niobrara, and Utica shale plays as well as the Mid-Continent region.
The midstream businesses include equity-method investments in natural gas gathering and processing assets and NGL fractionation and transportation assets, including a 62 percent equity-method investment in Utica East Ohio Midstream, LLC, a 69 percent equity-method investment in Laurel Mountain Midstream, LLC, a 58 percent equity-method investment in Caiman Energy II, LLC, a 60 percent equity-method investment in Discovery Producer Services, LLC, a 50 percent equity-method investment in Overland Pass Pipeline, LLC, 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 (AppalachiaShale. Northeast G&P also includes Utica East Ohio Midstream, Investments)LLC (UEOM), as well as our previously owned 50 percent equity-method investmentwhich is now a consolidated entity after the remaining ownership interest was acquired in the Delaware basin gas gathering system (DBJV) in the Mid-Continent regionMarch 2019 (see Note 42 – Investing Activities)Acquisitions).
Basis of Presentation
Consolidated master limited partnership
As of March 31, 2018, we own 74 percent of the interests in WPZ, a variable interest entity (VIE) (see Note 3 – Variable Interest Entities). Pursuant to WPZ’s distribution reinvestment program, 576,923 common units were issued to the public in February 2018 associated with reinvested distributions of $22 million. This common unit issuance and WPZ’s quarterly distribution of additional paid-in-kind Class B units to us had the combined net impact of decreasing Noncontrolling interests in consolidated subsidiaries by $9 million, and increasing Capital in excess of par value by $7 million and Deferred income tax liabilities by $2 million in the Consolidated Balance Sheet.
WPZ is self-funding and maintains separate lines of bank credit and cash management accounts and also has a commercial paper program. (See Note 9 – Debt and Banking Arrangements.) Cash distributions from WPZ to limited partners, including us, are governed by WPZ’s partnership agreement.
Significant risks and uncertainties
We may monetize assets that are not core to our strategy which could result in impairments of certain equity-method investments, property, plant, and equipment, and intangible assets. Such impairments could potentially be caused by indications of fair value implied through the monetization process or, in the case of asset dispositions that are part of a broader asset group, the impact of the loss of future estimated cash flows.
On March 15, 2018, the Federal Energy Regulatory Commission (FERC) issued a policy statement regarding the recovery of income tax costs in rates of natural gas pipelines. The FERC found that an impermissible double recovery results from granting a Master Limited Partnership (MLP) pipeline both an income tax allowance and a return on equity pursuant to the discounted cash flow methodology. The FERC will no longer permit an MLP pipeline to recover an income tax allowance in its cost of service. The FERC further stated it will address the application of this policy to non-MLP partnership forms as those issues arise in subsequent proceedings. The FERC also issued a Notice of Proposed Rulemaking proposing a process that will allow it to determine which natural gas pipelines may be collecting unjust and unreasonable rates in light of the recent reduction in the corporate income tax rate in the Tax Cuts and Jobs Act (Tax Reform) and this policy statement. Furthermore, the FERC issued a Notice of Inquiry seeking comments on the additional impacts of Tax Reform on jurisdictional rates, particularly whether, and if so how, the FERC should address changes relating to accumulated deferred income tax amounts after the corporate income tax rate reduction and bonus depreciation rules, as well as whether other features of Tax Reform require FERC action. We are evaluating the impact of these developments on our interstate natural gas pipelines and currently expect any associated impacts would be prospective and determined through subsequent rate proceedings. We also continue to monitor developments that may impact our regulatory liabilities resulting from Tax Reform. It is reasonably possible that future tariff-based rates collected by our interstate natural gas pipelines may be adversely impacted.


Notes (Continued)


Atlantic-Gulf is comprised of our interstate natural gas pipeline, Transcontinental Gas Pipe Line Company, LLC (Transco), and significant 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 LLC (Gulfstar One) (a consolidated entity), which is a proprietary floating production system, as well as a 50 percent equity-method investment in Gulfstream Natural Gas System, L.L.C., a 60 percent equity-method investment in Discovery Producer Services LLC, and a 41 percent interest in Constitution Pipeline Company, LLC (Constitution) (a consolidated entity), which is developing a pipeline project (see Note 4 – Variable Interest Entities).
West is comprised of our interstate natural gas pipeline, Northwest Pipeline LLC (Northwest Pipeline), and our gathering, processing, and treating operations in Colorado, Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Permian Shale region of west Texas, the Haynesville Shale region of northwest Louisiana, and the Mid-Continent region which includes the Anadarko and Arkoma basins. This segment also includes our natural gas liquid (NGL) and natural gas marketing business, storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, and a 50 percent equity-method investment in Overland Pass Pipeline LLC, a 50 percent interest in Jackalope Gas Gathering Services, L.L.C. (Jackalope) (an equity-method investment following deconsolidation as of June 30, 2018) (see Note 15 – Subsequent Event regarding the sale of our Jackalope interest), a 50 percent equity-method investment in Rocky Mountain Midstream Holdings LLC, and a 15 percent equity-method investment in Brazos Permian II, LLC (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 was sold during the fourth quarter of 2018.
Basis of Presentation
Significant risks and uncertainties
We believe that the carrying value of certain of our property, plant, and equipment and other identifiable intangible assets, notably certain acquired assets accounted for as business combinations between 2012 and 2014, may be in excess of current fair value.  However, the carrying value of these assets, in our judgment, continues to be recoverable based on our evaluation of undiscounted future cash flows.  It is reasonably possible that future strategic decisions, including transactions such as monetizing non-core assets or contributing assets to new ventures with third parties, as well as unfavorable changes in expected producer activities could impact our assumptions and ultimately result in impairments of these assets.  Such transactions or developments may also indicate that certain of our equity-method investments have experienced other-than-temporary declines in value, which could also result in impairment.
Accounting standards issued and adopted
During the first quarter of 2018, we early adopted Accounting Standards Update (ASU) 2018-02 “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (ASU 2018-02). As a result of Tax Reform lowering the federal income tax rate, the tax effects of items within accumulated other comprehensive income may not reflect the appropriate tax rate. ASU 2018-02 allows for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from Tax Reform. The adoption of ASU 2018-02 resulted in the reclassification of $61 million from Accumulated other comprehensive income (loss) to Retained deficit on our Consolidated Balance Sheet.
Effective January 1, 2018, we adopted ASU 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (ASU 2017-12). ASU 2017-12 applies to entities that elect hedge accounting in accordance with Accounting Standards Codification (ASC) 815. The ASU affects both the designation and measurement guidance for hedging relationships and the presentation of hedging results. ASU 2017-12 was applied using a modified retrospective approach for cash flow and net investment hedges existing at the date of adoption and prospectively for the presentation and disclosure guidance. The adoption of ASU 2017-12 did not have a significant impact on our consolidated financial statements.
Effective January 1, 2018, we adopted ASU 2017-07 “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (ASU 2017-07). ASU 2017-07 requires employers to report the service cost component of net benefit cost in the same line item or items as other compensation costs arising from employee services. The other components of net benefit cost must be presented in the income statement separately from the service cost component and outside Operating income (loss). Only the service cost component is now eligible for capitalization when applicable. The presentation aspect of ASU 2017-07 must be applied retrospectively and the capitalization requirement prospectively. In accordance with this adoption, we have conformed the prior year presentation, which resulted in an increase of $3 million to Operating and maintenance expenses with a corresponding decrease to Operating income (loss) and an increase of $3 million to Other income (expense) – net below Operating income (loss) in the Consolidated Statement of Incomefor the period ended March 31, 2017.
Effective January 1, 2018, we adopted ASU 2016-15 “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (ASU 2016-15). Among other things, ASU 2016-15 permits an accounting policy election to classify distributions received from equity-method investees using either the cumulative earnings approach or the nature of distribution approach. We have elected to apply the nature of distribution approach and have retrospectively conformed the prior year presentation within the Consolidated Statement of Cash Flowsin accordance with ASU 2016-15. For the period ended March 31, 2017, amounts previously presented as Distributions from unconsolidated affiliates in excess of cumulative earnings within Investing Activities are now presented as part of Distributions from unconsolidated affiliates within Operating Activities, resulting in an increase to Net cash provided (used) by operating activities of $121 million with a corresponding reduction in Net cash provided (used) by investing activities.
In May 2014,February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02 “Leases (Topic 842)” (ASU 2016-02). ASU 2014-09 establishing ASC Topic 606, “Revenue from Contracts with Customers” (ASC 606). ASC 6062016-02 establishes a comprehensive new revenue recognition model designedlease accounting model. ASU 2016-02 modifies the definition of a lease, requires a dual approach to depictlease classification similar to prior lease accounting, and causes lessees to recognize operating leases on the transferbalance sheet as a lease liability measured as the present value of goodsthe future lease payments with a corresponding right-of-use asset, with an exception for leases with a term of one year or services to a customer in anless. Additional disclosures are required regarding the amount, that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or servicestiming, and requires significantly enhanced revenue disclosures.uncertainty of cash flows arising from leases. In August 2015,January 2018, the FASB issued ASU 2015-14 “Revenue from Contracts with Customers2018-01 “Leases (Topic 606)842): Deferral of the Effective Date”Land Easement Practical Expedient for Transition to Topic 842” (ASU 2015-14)2018-01). Per ASU 2015-14,2018-01, land easements and rights-of-way are required to be assessed under ASU 2016-02 to determine whether the standard becamearrangements are or contain a lease. ASU 2018-01 permits an entity to elect a transition practical expedient to not apply ASU 2016-02 to land easements that exist or expired before the effective date of ASU 2016-02 and that were not previously assessed under the previous lease guidance in Accounting Standards Codification (ASC) Topic 840 “Leases.”
In July 2018, the FASB issued ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). Prior to ASU 2018-11, a modified retrospective transition was required for interim and annual reporting periodsfinancing or operating leases existing at or entered into after the beginning after December 15, 2017.
We adoptedof the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt the provisions of ASC 606 effective January 1, 2018, utilizingASU 2016-02 by recognizing a cumulative-effect adjustment to the modified retrospective transition method for all contracts with customers, which included applyingopening balance of retained earnings in the provisionsperiod of ASC 606 beginning January 1, 2018,adoption without adjustment to all contracts not completed as of that date with the cumulative effect of applying the standardfinancial statements for periods prior to January 1, 2018, as an adjustment to Total equity, net of tax, upon adoption. AsASU 2018-11 also allows a result of our adoption, the cumulative impact to our Total equity, net of tax, at January 1, 2018, was a decrease of $121 million in the Consolidated Balance Sheet.


Notes (Continued)



practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are present. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018. We prospectively adopted ASU 2016-02 effective January 1, 2019, and did not adjust prior periods as permitted by ASU 2018-11 (see Note 9 – Leases).
For each revenue contract type, we conductedWe completed our review of contracts to identify leases based on the modified definition of a formal contract review processlease and implemented changes to evaluateour internal controls to support management in the impactaccounting for and disclosure of ASC 606. The adjustment to Total equityleasing activities upon adoption of ASC 606 is primarily comprised ofASU 2016-02. We implemented a financial lease accounting system to assist management in the impact to the timing of recognition of deferred revenue (contract liabilities) associated with certain contracts which underwent modifications in periods prior to January 1, 2018. Under the provisions of ASC 606, when a contract modification does not increase both the scope and price of the contract, and the remaining goods and services are distinct from the goods and services transferred prior to the modification, the modification is treated as a termination of the existing contract and the creation of a new contract. ASC 606 requires that the transaction price, including any remaining contract liabilities from the old contract, be allocated to the performance obligations over the term of the new contract.accounting for leases upon adoption. The contract modification adjustments are partially offset by the impact ofmost significant changes to the timing of recognizing revenue which is subject to the constraint on estimates of variable consideration of certain contracts. The constraint of variable consideration will result in the acceleration of revenue recognition and corresponding de-recognition of contract liabilities for certain contracts (as compared to the previous revenue recognition model)our financial statements as a result of adopting ASU 2016-02 relate to the recognition of a $225 million lease liability and offsetting right-of-use asset in our assessment that it is probable such recognition wouldConsolidated Balance Sheetfor operating leases. We also evaluated ASU 2016-02’s available practical expedients on adoption and have generally elected to adopt the practical expedients, which includes the practical expedient to not result in a significant revenue reversal inseparate lease and non-lease components by both lessees and lessors by class of underlying assets and the future. Additionally, under ASC 606, our revenues will increase in situations where we receive noncash consideration, which exists primarily in certain of our gas processing contracts where we receive commodities as full or partial consideration for services provided. This increase in revenues will be offset by a similar increase in costs and expenses when the commodities received are subsequently sold. Financial systems and internal controls necessary for adoption were implemented effective January 1, 2018. (See Note 2 – Revenue Recognition.)land easements practical expedient.
Accounting standards issued but not yet adopted
In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. The standard requires varying transition methods for the different categoriesWe plan to adopt as of amendments. AlthoughJanuary 1, 2020. We anticipate that ASU 2016–13 will primarily apply to our trade receivables. While we do not expect ASU 2016-13 to have a significant financial impact, it will impactwe are currently developing additional processes, procedures and internal controls in order to make the necessary credit loss assessments and required disclosures.
Note 2 – Acquisitions
UEOM
As of December 31, 2018, we owned a 62 percent interest in UEOM which we accounted for as an equity-method investment. On March 18, 2019, we signed and closed the acquisition of the remaining 38 percent interest in UEOM for $740 million in cash funded through credit facility borrowings and cash on hand. As a result of acquiring this additional interest, we obtained control of and now consolidate UEOM.
UEOM is involved primarily in the processing and fractionation of natural gas and natural gas liquids in the Utica Shale play in eastern Ohio. The purpose of the acquisition is to enhance our trade receivablesposition in the region. We expect synergies through common ownership of UEOM and our Ohio Valley Midstream (OVM) system to create a more efficient platform for capital spending in the region, resulting in reduced operating and maintenance expenses and creating enhanced capabilities and benefits for producers in the area.
The acquisition of UEOM was accounted for as the related allowance for credit losses willa business combination, which requires, among other things, that identifiable assets acquired and liabilities assumed be recognized earlier under the expected loss model.
at their acquisition date fair values. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (ASU 2016-02). ASU 2016-02 establishes a comprehensive new lease accounting model. ASU 2016-02 modifies the definition of a lease, requires a dual approach to lease classification similar to current lease accounting, and causes lessees to recognize operating leasesMarch 2019, based on the balance sheettransaction price for our purchase of the remaining interest in UEOM as finalized just prior to the acquisition, we recognized a lease liability measured as$74 million non-cash impairment loss related to our existing 62 percent interest (see Note 12 – Fair Value Measurements and Guarantees). Thus, there was no gain or loss on remeasuring our existing equity-method investment to fair value due to the presentimpairment recognized just prior to closing the acquisition of the additional interest.
The valuation techniques used to measure the acquisition date fair value of the future lease payments with a corresponding right-of-use asset, with an exception for leases with a term of one year or less. Additional disclosures will also be required regarding the amount, timing, and uncertainty of cash flows arising from leases. In January 2018, the FASB issued ASU 2018-01 “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842” (ASU 2018-01). Per ASU 2018-01, land easements and rights-of-way are required to be assessed under ASU 2016-02 to determine whether the arrangements are or contain a lease. ASU 2018-01 permits an entity to elect a transition practical expedient to not apply ASU 2016-02 to land easements that exist or expired before the effective date of ASU 2016-02 and that were not previously assessed under the previous lease guidance in ASC Topic 840 “Leases.” ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. We expect to adopt ASU 2016-02 effective January 1, 2019. ASU 2016-02 currently requires a modified retrospective transition for financing or operating leases existing at or entered into after the beginningUEOM acquisition consisted of the earliest comparative periodmarket approach for our previous equity-method investment in UEOM and the income approach (excess earnings method) for valuation of intangible assets and depreciated replacement costs for property, plant, and equipment.
The following table presents the preliminary allocation of the acquisition date fair value of the major classes of the assets acquired, which are presented in the financial statements.
In January 2018,Northeast G&P segment, and liabilities assumed at March 18, 2019. The net assets acquired reflect the FASB proposed an ASU titled “Leases (Topic 842): Targeted Improvements,” which is an update to ASU 2016-02 allowing entities an additional transition method tosum of the existing requirements whereby an entity could adoptconsideration transferred and the provisionsnoncash elimination of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balancefair value of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption.
We are in the process of reviewing contracts to identify leases based on the modified definition of a lease, implementing a financial lease accounting system, and evaluating internal control changes to support management in the accounting for and disclosure of leasing activities. While we are still in the process of completing our implementation


Notes (Continued)


evaluationexisting equity-method investment upon our acquisition of ASU 2016-02, we currently believe the mostadditional interest. The fair value of accounts receivable acquired, presented in current assets in the table, equals contractual amounts receivable. The allocation is considered preliminary because the valuation work has not been completed due to the ongoing review of the valuation results and validation of significant changesinputs and assumptions.
 (Millions)
Current assets, including $13 million cash acquired$52
Property, plant, and equipment1,493
Other intangible assets389
Total identifiable assets acquired1,934
  
Current liabilities4
Total liabilities assumed4
  
Net identifiable assets acquired1,930
  
Goodwill19
Net assets acquired$1,949
The goodwill recognized in the acquisition relates primarily to enhancing and diversifying our basin positions and was allocated to the reporting units representing the Utica region reported within the Northeast G&P segment. Substantially all of the goodwill is expected to be deductible for tax purposes. Goodwill is included within Intangible assets – net of accumulated amortization in the Consolidated Balance Sheet and represents the excess of the consideration, plus the fair value of any previously held equity interest, over the fair value of the net assets acquired. It is not subject to amortization but is evaluated annually as of October 1 for impairment or more frequently if impairment indicators are present that would indicate it is more likely than not that the fair value of the reporting unit is less than its carrying amount.
Other intangible assets recognized in the acquisition are related to contractual customer relationships from gas gathering, processing, and fractionation agreements with our customers. The basis for determining the value of these intangible assets is estimated future net cash flows to be derived from acquired contractual customer relationships discounted using a risk-adjusted discount rate. These intangible assets are being amortized on a straight-line basis over an initial period of 20 years which represents the term over which the contractual customer relationships are expected to contribute to our financial statements relatecash flows. Approximately 34 percent of the expected future revenues from these contractual customer relationships are impacted by our ability and intent to renew or renegotiate existing customer contracts. We expense costs incurred to renew or extend the terms of our gas gathering, processing, and fractionation contracts with customers. Based on the estimated future revenues during the current contract periods (as estimated at the time of the acquisition), the weighted-average period prior to the recognitionnext renewal or extension of a lease liabilitythe existing contractual customer relationships is approximately 10 years.
The following unaudited pro forma Revenues and offsetting right-of-use assetNet income (loss) attributable to The Williams Companies, Inc. for the three months ended March 31, 2019 and 2018, are presented as if the UEOM acquisition had been completed on January 1, 2018. These pro forma amounts are not necessarily indicative of what the actual results would have been if the acquisition had in fact occurred on the date or for the periods indicated, nor do they purport to project Revenues or Net income (loss) attributable to The Williams Companies, Inc. for any future periods or as of any date. These amounts do not give effect to any potential cost savings, operating synergies, or revenue enhancements to result from the transaction or the potential costs to achieve these cost savings, operating synergies, and revenue enhancements.


Notes (Continued)


 Three Months Ended 
 March 31,
 2019 2018
 (Millions)
Revenues$2,086
 $2,121
    
Net income (loss) attributable to The Williams Companies, Inc.$273
 $155
Adjustments to pro forma Net income (loss) attributable to The Williams Companies, Inc. include the removal of the previously described $74 million impairment loss recognized in March 2019 just prior to the acquisition.
During the period from the acquisition date of March 18, 2019 to March 31, 2019, UEOM contributed Revenues of $6 million and Net income (loss) attributable to The Williams Companies, Inc. of $2 million.
Costs related to this acquisition are $3 million and are reported within our Northeast G&P segment and included in Selling, general, and administrative expenses in our Consolidated Statement of Income.
UEOM and OVM Venture
Concurrent with the UEOM acquisition, we executed an agreement whereby we will contribute our consolidated balance sheetinterests in UEOM and our OVM business to a newly formed partnership later this year. Our partner will invest approximately $1.304 billion (subject to closing adjustments) for operating leases. We are also evaluating ASU 2016-02’s currently availablea 35 percent ownership interest, and proposed practical expedients on adoption.we will retain 65 percent ownership of and operate the combined business. The closing of this transaction is subject to customary closing conditions, including regulatory approvals.



Notes (Continued)


Note 23 – Revenue Recognition
Customers in our gas pipeline businesses are comprised of public utilities, municipalities, gas marketers and producers, intrastate pipelines, direct industrial users, and electrical generators. Customers in our midstream businesses are comprised of oil and natural gas producer counterparties. Customers for our product sales are comprised of public utilities, gas marketers, and direct industrial users.
A performance obligation is a promise in a contract to transfer a distinct good or service (or integrated package of goods or services) to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue, when, or as, the performance obligation is satisfied. A performance obligation is distinct if the service is separately identifiable from other items in the integrated package of services and if a customer can benefit from it on its own or with other resources that are readily available to the customer. An integrated package of services typically represents a single performance obligation if the services are contained within the same contract or within multiple contracts entered into in contemplation with one another that are highly interdependent or highly interrelated, meaning each of the services is significantly affected by one or more of the other services in the contract. Service revenue contracts from our gas pipeline and midstream businesses contain a series of distinct services, with the majority of our contracts having a single performance obligation that is satisfied over time as the customer simultaneously receives and consumes the benefits provided by our performance. Most of our product sales contracts have a single performance obligation with revenue recognized at a point in time when the products have been sold and delivered to the customer.
Certain customers reimburse us for costs we incur associated with construction of property, plant, and equipment utilized in our operations. For our rate-regulated gas pipeline businesses that apply ASC 980. "Regulated Operations" (Topic 980), we follow FERC guidelines with respect to reimbursement of construction costs. FERC tariffs only allow for cost reimbursement and are non-negotiable in nature; thus, the construction activities do not represent an ongoing major and central operation of our gas pipelines business and are not within the scope of ASC 606. Accordingly, cost reimbursements are treated as a reduction to the cost of the constructed asset. For our midstream businesses, reimbursement and service contracts with customers are viewed together as providing the same commercial objective, as we have the ability to negotiate the mix of consideration between reimbursements and amounts billed over time. Accordingly, we generally recognize reimbursements of construction costs from customers on a gross basis as a contract liability separate from the associated costs included within property, plant, and equipment. The contract liability is recognized into service revenues as the underlying performance obligations are satisfied.
Service Revenues
Gas pipeline businesses
Revenues from our interstate natural gas pipeline businesses, which are included within the caption “Regulated interstate natural gas transportation and storage” in the revenue by category table below and are subject to regulation by certain state and federal authorities, including the FERC, include both firm and interruptible transportation and storage contracts. Firm transportation and storage agreements provide for a reservation charge based on the pipeline or storage capacity reserved, and a commodity charge based on the volume of natural gas delivered/stored, each at rates specified in our FERC tariffs or based on negotiated contractual rates, with contract terms that are generally long-term in nature. Most of our long-term contracts contain an evergreen provision, which allows the contracts to be extended for periods primarily up to one year in length an indefinite number of times following the specified contract term and until terminated generally by either us or the customer. Interruptible transportation and storage agreements provide for a volumetric charge based on actual commodity transportation or storage utilized in the period in which those services are provided, and the contracts are generally limited to one month periods or less. Our performance obligations related to our interstate natural gas pipeline businesses include the following:


Notes (Continued)


Guaranteed transportation or storage under firm transportation and storage contracts—an integrated package of services typically constituting a single performance obligation, which includes standing ready to provide such services and receiving, transporting or storing (as applicable), and redelivering commodities;
Interruptible transportation and storage under interruptible transportation and storage contracts—an integrated package of services typically constituting a single performance obligation, which includes receiving, transporting or storing (as applicable), and redelivering commodities upon nomination by the customer.
In situations where we consider the integrated package of services a single performance obligation, which represents a majority of our interstate natural gas pipeline contracts with customers, we do not consider there to be multiple performance obligations because the nature of the overall promise in the contract is to stand ready (with regard to firm transportation and storage contracts), receive, transport or store, and redeliver natural gas to the customer; therefore, revenue is recognized at the completion of the integrated package of services which represents a single performance obligation.
We recognize revenues for reservation charges over the performance obligation period, which is the contract term, regardless of the volume of natural gas that is transported or stored. Revenues for commodity charges from both firm and interruptible transportation services and storage services are recognized when natural gas is delivered at the agreed upon delivery point or when natural gas is injected or withdrawn from the storage facility because they specifically relate to our efforts to transfer these distinct services. Generally, reservation charges and commodity charges in our interstate natural gas pipeline businesses are recognized as revenue in the same period they are invoiced to our customers. As a result of the ratemaking process, certain amounts collected by us may be subject to refunds upon the issuance of final orders by the FERC in pending rate proceedings. We record estimates of rate refund liabilities considering our and other third-party regulatory proceedings, advice of counsel, and other risks.
Midstream businesses
Revenues from our midstream businesses, which are included in the caption titled “Non-regulated gathering, processing, transportation, and storage” in the revenue by category table below, include contracts for natural gas gathering, processing, treating, compression, transportation, and other related services with contract terms that are generally long-term in nature and may extend up to the production life of the associated reservoir. Additionally, our midstream businesses generate revenues from fees charged for storing customers’ natural gas and NGLs, generally under prepaid contracted storage capacity contracts. In situations where we provide an integrated package of services combined into a single performance obligation, which represents a majority of this class of contracts with customers, we do not consider there to be multiple performance obligations because the nature of the overall promise in the contract is to provide gathering, processing, transportation, storage, and related services resulting in the delivery, or redelivery in the context of storage services, of pipeline-quality natural gas and NGLs to the customer. As such, revenue is recognized at the daily completion of the integrated package of services as the integrated package represents a single performance obligation. Additionally, certain contracts in our midstream businesses contain fixed or upfront payment terms that result in the deferral of revenues until such services have been performed or such capacity has been made available.
We also earn revenues from offshore crude oil and natural gas gathering and transportation and offshore production handling. These services represent an integrated package of services and are considered a single distinct performance obligation for which we recognize revenues as the services are provided to the customer.
We generally earn a contractually-stated fee per unit for the volume of product transported, gathered, processed, or stored. The rate is generally fixed; however, certain contracts contain variable rates that are subject to change based on commodity prices, levels of throughput, or an annual adjustment based on a formulaic cost of service calculation. In addition, we have contracts with contractually-stated fees that decline over the contract term, such as declines based on the passage of time periods or achievement of cumulative throughput amounts. For all of our contracts, we allocate the transaction price to each performance obligation based on the relative standalone selling price. The excess of consideration received over revenue recognized results in the deferral of those amounts until future periods based on a units of production or straight-line methodology. Certain of our gas gathering and processing agreements have minimum volume commitments (MVC). If a customer under such an agreement fails to meet its MVC for a specified


Notes (Continued)


period (thus not exercising all the contractual rights to gathering and processing services within the specified period, herein referred to as “breakage”), it is obligated to pay a contractually determined fee based upon the shortfall between the actual gathered or processed volumes and the MVC for the period contained in the contract. When we conclude it is probable that the customer will not exercise all or a portion of its remaining rights, we recognize revenue associated with such breakage amount in proportion to the pattern of exercised rights within the respective MVC period.
Under keep-whole and percent-of-liquids processing contracts, we receive commodity consideration in the form of NGLs and take title to the NGLs at the tailgate of the plant. We recognize such commodity consideration as service revenue based on the market value of the NGLs retained at the time the processing is provided. The current market value, as opposed to the market value at the contract inception date, is used due to a combination of factors, including the fact that the volume, mix, and market price of NGL consideration to be received is unknown at the time of contract execution and is not specified in our contracts with customers. Additionally, product sales revenue (discussed below) is recognized upon the sale of the NGLs to a third party based on the sales price at the time of sale. As a result, revenue is recognized both at the time the processing service is provided in Service revenues – commodity consideration and at the time the NGLs retained as part of the processing service are sold in Product sales. The recognition of revenue related to commodity consideration has the impact of increasing the book value of NGL inventory, resulting in higher cost of goods sold at the time of sale. Given that most inventory is sold in the same period that it is generated, the impact of these transactions is expected to have little impact to operating income.
Product Sales
In the course of providing transportation services to customers of our gas pipeline businesses and gathering and processing services to customers of our midstream businesses, we may receive different quantities of natural gas from customers than the quantities delivered on behalf of those customers. The resulting imbalances are primarily settled through the purchase or sale of natural gas with each customer under terms provided for in our FERC tariffs or gathering and processing agreements, respectively. Revenue is recognized from the sale of natural gas upon settlement of imbalances.
In certain instances, we purchase NGLs, crude oil, and natural gas from our oil and natural gas producer customers. In addition, we retain NGLs as consideration in certain processing arrangements, as discussed above in the Service Revenues - Midstream businesses section. We recognize revenue from the sale of these commodities when the products have been sold and delivered. Our product sales contracts are primarily short-term contracts based on prevailing market rates at the time of the transaction.


Notes (Continued)


Revenue by Category
The following table presents our revenue disaggregated by major service line:
Northeast
Midstream
 
Atlantic-
Gulf Midstream
 West Midstream Transco Northwest Pipeline Other Intercompany Eliminations  Total
Northeast
Midstream
 
Atlantic-
Gulf Midstream
 West Midstream Transco Northwest Pipeline Other Intercompany Eliminations  Total
(Millions)
Three Months Ended March 31, 2019Three Months Ended March 31, 2019  
Revenues from contracts with customers:               
Service revenues:               
Non-regulated gathering, processing, transportation, and storage:               
Monetary consideration$239
 $128
 $344
 $—
 $—
 $—
 $(18) $693
Commodity consideration5
 13
 46
 —
 —
 —
 —
 64
Regulated interstate natural gas transportation and storage—
 —
 —
 570
 114
 —
 —
 684
Other32
 4
 11
 —
 —
 —
 (4) 43
Total service revenues276
 145
 401
 570
 114
 —
 (22) 1,484
Product Sales:               
NGL and natural gas product sales47
 58
 479
 24
 —
 —
 (58) 550
Total revenues from contracts with customers323
 203
 880
 594
 114
 —
 (80) 2,034
Other revenues (1)5
 4
 4
 3
 —
 7
 (3) 20
Total revenues$328
 $207
 $884
 $597
 $114
 $7
 $(83) $2,054
(Millions)               
Three Months Ended March 31, 2018Three Months Ended March 31, 2018  Three Months Ended March 31, 2018
Revenues from contracts with customers:                              
Service revenues:                              
Non-regulated gathering, processing, transportation, and storage:                              
Monetary consideration$202
 $137
 $408
 $—
 $—
 $—
 $(18) $729
$202
 $137
 $408
 $—
 $—
 $—
 $(18) $729
Commodity consideration4
 15
 82
 —
 —
 —
 —
 101
4
 15
 82
 —
 —
 —
 —
 101
Regulated interstate natural gas transportation and storage—
 —
 —
 461
 112
 —
 (1) 572
—
 —
 —
 461
 112
 —
 (1) 572
Other21
 6
 11
 —
 —
 8
 (6) 40
21
 6
 11
 —
 —
 —
 (3) 35
Total service revenues227
 158
 501
 461
 112
 8
 (25) 1,442
227
 158
 501
 461
 112
 —
 (22) 1,437
Product Sales:                              
NGL and natural gas98
 68
 521
 25
 —
 —
 (85) 627
98
 68
 521
 25
 —
 —
 (85) 627
Other—
 —
 4
 —
 —
 —
 —
 4
—
 —
 4
 —
 —
 —
 —
 4
Total product sales98
 68
 525
 25
 —
 —
 (85) 631
98
 68
 525
 25
 —
 —
 (85) 631
Total revenues from contracts with customers325
 226
 1,026
 486
 112
 8
 (110) 2,073
325
 226
 1,026
 486
 112
 —
 (107) 2,068
Other revenues (1)5
 2
 5
 3
 —
 —
 —
 15
5
 2
 5
 3
 —
 8
 (3) 20
Total revenues$330
 $228
 $1,031
 $489
 $112
 $8
 $(110) $2,088
$330
 $228
 $1,031
 $489
 $112
 $8
 $(110) $2,088

(1)
We provide management services to operated joint ventures and other investments for which we receive a management fee that is categorized as Service revenues in our Consolidated Statement of Income. TheseIncome include leasing revenues associated with our headquarters building and management fees that we receive for certain services we provide to operated equity-method investments. The leasing revenues and the management fees do not constitute revenue from contracts with customers. Product sales in our Consolidated Statement of Income include amounts associated with our derivative contracts that are not within the scope of ASC 606.
Contract Assets
Our contract assets primarily consist of revenue recognized under contracts containing MVC features whereby management has concluded it is probable there will be a short-fall payment at the end of the current MVC period, which typically follows the calendar year, and that a significant reversal of revenue recognized currently for the future MVC payment will not occur. As a result, our contract assets related to our future MVC payments are generally expected to be collected within the next 12 months and are included within Other current assets and deferred charges in our Consolidated Balance Sheet until such time as the MVC short-fall payments are invoiced to the customer.


Notes (Continued)


The following table presents a reconciliation of the beginning and ending balances of our contract assets for the period ended March 31, 2018:
 2018
 (Millions)
Balance at January 1$4
Revenue recognized in excess of cash received20
Minimum volume commitments invoiced—
Balance at March 31$24
Contract Liabilities
Our contract liabilities consist of advance payments primarily from midstream business customers which include construction reimbursements, prepayments, and other billings for which future services are to be provided under the contract. These amounts are deferred until recognized in revenue when the associated performance obligation has been satisfied, which is primarily based on a units of production methodology over the remaining contractual service periods, and are classified as current or noncurrent according to when such amounts are expected to be recognized. Current and noncurrent contract liabilities are included withincustomers. Accrued liabilitiesProduct sales and Regulatory liabilities, deferred income, and other, respectively, in our Consolidated Balance Sheet.Statement of Income include amounts associated with our derivative contracts that are not within the scope of ASC 606, “Revenue from Contracts with Customers.”
Contracts requiring advance payments and the recognition of contract liabilities are evaluated to determine whether the advance payments provide us with a significant financing benefit. This determination is based on the combined effect of the expected length of time between when we transfer the promised good or service to the customer, when the customer pays for those goods or services, and the prevailing interest rates. We have assessed our contracts for significant financing components and determined that one group of contracts entered into in contemplation of one another for certain capital reimbursements contains a significant financing component. As a result, we recognize noncash interest expense based on the effective interest method and revenue (noncash) is recognized when the underlying asset is placed into service utilizing a units of production or straight-line methodology over the life of the corresponding customer contract.
Contract Assets
The following table presents a reconciliation of the beginning and ending balancesour contract assets:
 Year-to-Date  March 31, 2019
 (Millions)
Balance at beginning of period$4
Revenue recognized in excess of amounts invoiced19
Minimum volume commitments invoiced(1)
Balance at end of period$22
Contract Liabilities
The following table presents a reconciliation of our contract liabilities for the period ended March 31, 2018:liabilities:
2018Year-to-Date   March 31, 2019
(Millions)(Millions)
Balance at January 1$1,596
Balance at beginning of period$1,397
Payments received and deferred92
33
Noncash interest expense for significant financing component4
Recognized in revenue(114)(99)
Balance at March 31$1,574
Balance at end of period$1,335
The following table presents the amount of the contract liabilities balance as of March 31, 2018,2019, expected to be recognized as revenue in each of the next five years as performance obligations are expected to be satisfied:
 (Millions)
2018 (remainder)$251
2019252
2020120
2021100
202294
202388
Thereafter669


Notes (Continued)


 (Millions)
2019 (remainder)$200
2020148
2021124
2022111
2023101
Thereafter651
Total$1,335
Remaining Performance Obligations
The following table presents the transaction price allocated to the remaining performance obligations under certain contracts as of March 31, 2018.2019. These primarily include long-term contracts containing MVCsMinimum Volume Commitments (MVCs) associated with our midstream businesses, fixed payments associated with offshore production handling, and reservation charges on contracted capacity on our gas pipeline firm transportation contracts with customers, as well as storage capacity contracts. Amounts included in the table below for our interstate natural gas pipeline businesses reflect the rates for such services in our current FERCFederal Energy Regulatory Commission (FERC) tariffs, net of estimated reserve for refund, for the life of the related contracts; however, these rates may change based on future tariffs approved by the FERC and the amount and timing of these changes is not currently known. As a practical expedient permitted by ASC 606, thisThis table excludes variable consideration as well as consideration in contracts that is recognized in revenue as billed. It also excludes consideration received prior to March 31, 2018,2019, that will be recognized in future periods (see above for Contract Liabilities and the expected recognition of those amounts within revenue). As noted above, certainCertain of our contracts contain evergreen and other renewal provisions for periods beyond the initial term of the contract. The remaining performance


Notes (Continued)


obligation amounts as of March 31, 2018, does2019, do not consider potential future performance obligations for which the renewal has not been exercised. The table below also does not include contracts with customers for which the underlying facilities have not received FERC authorization to be placed into service.
(Millions)(Millions)
2018 (remainder)$1,927
20192,410
2019 (remainder)$2,214
20202,210
2,831
20211,891
2,704
20221,758
2,408
20231,566
2,149
Thereafter11,679
18,161
Total$23,441
$30,467
Accounts Receivable
We do not offer extended payment terms and typically receive payment within one month. We consider receivables past due if full payment is not received by the contractual due date. Interest income related to past due accounts receivable is generally recognized at the time full payment is received or collectability is assured.
The following is a summary of our Trade accounts and other receivablesas it relates to contracts with customers::
 March 31, 2018
 (Millions)
Accounts receivable related to revenues from contracts with customers$704
Other accounts receivable39
Total reflected in Trade accounts and other receivables
$743
Impact of Adoption of ASC 606
The following table depicts the impact of the adoption of ASC 606 on our 2018 financial statements. The adjustment to Intangible assets – net of accumulated amortization in the table below relates to the recognition under ASC 606 of contract assets for MVC-related contracts associated with a 2014 acquisition. The recognition of these contract assets resulted in a lower purchase price allocation to intangible assets. The adoption of ASC 606 did not result in adjustments to total operating, investing, or financing cash flows.


Notes (Continued)


 As Reported Adjustments resulting from adoption of ASC 606 Balance without adoption of ASC 606
 (Millions)
Consolidated Statement of Income
Three Months Ended March 31, 2018
Service revenues$1,351
 $5
 $1,356
Service revenues – commodity consideration101
 (101) —
Product sales636
 10
 646
Total revenues2,088
 (86) 2,002
Product costs613
 (55) 558
Processing commodity expenses35
 (35) —
Operating and maintenance expenses357
 (1) 356
Depreciation and amortization expenses431
 1
 432
Total costs and expenses1,597
 (90) 1,507
Operating income (loss)491
 4
 495
Interest incurred(282) 3
 (279)
Interest capitalized9
 (2) 7
Income (loss) before income taxes325
 5
 330
Net income (loss)270
 5
 275
Less: Net income (loss) attributable to noncontrolling interests118
 2
 120
Net income (loss) attributable to The Williams Companies, Inc.152
 3
 155
      
Consolidated Statement of Comprehensive income     
Three Months Ended March 31, 2018     
Net income (loss)$270
 $5
 $275
Comprehensive income (loss)276
 5
 281
Less: Comprehensive income (loss) attributable to noncontrolling interests119
 2
 121
Comprehensive income (loss) attributable to The Williams Companies, Inc.157
 3
 160
      
Consolidated Balance Sheet
March 31, 2018
Inventories$160
 $(8) $152
Other current assets and deferred charges204
 (20) 184
Total current assets2,399
 (28) 2,371
Investments6,513
 (1) 6,512
Property, plant, and equipment40,467
 (2) 40,465
Property, plant, and equipment – net28,847
 (2) 28,845
Intangible assets – net of accumulated amortization8,644
 63
 8,707
Regulatory assets, deferred charges, and other649
 (4) 645
Total assets47,052
 28
 47,080
Deferred income tax liabilities3,196
 27
 3,223
Regulatory liabilities, deferred income, and other4,410
 (125) 4,285
Retained deficit(8,587) 87
 (8,500)
Total stockholders’ equity9,473
 87
 9,560
Noncontrolling interests in consolidated subsidiaries6,430
 39
 6,469
Total equity15,903
 126
 16,029
Total liabilities and equity47,052
 28
 47,080
      
Consolidated Statement of Changes in Equity     
March 31, 2018     
Adoption of ASC 606$(121) $121
 $—
Net income (loss)270
 5
 275
Net increase (decrease) in equity(272) 126
 (146)
Balance - March 31, 201815,903
 126
 16,029
 March 31, 2019 December 31, 2018
 (Millions)
Accounts receivable related to revenues from contracts with customers$794
 $858
Other accounts receivable135
 134
Total reflected in Trade accounts and other receivables
$929
 $992
Note 34 – Variable Interest Entities
WPZConsolidated VIEs
As of March 31, 2019, we consolidate the following variable interest entities (VIEs):
Gulfstar One
We own a 74 percent interest in WPZ, a master limited partnership that is a VIE due to the limited partners’ lack of substantive voting rights, such as either participating rights or kick-out rights that can be exercised with a simple majority of the vote of the limited partners. We are the primary beneficiary of WPZ because we have the power, through our general partner interest, to direct the activities that most significantly impact WPZ’s economic performance.


Notes (Continued)


The following table presents amounts included in our Consolidated Balance Sheet that are for the use or obligation of WPZ and/or its subsidiaries, and which comprise a significant portion of our consolidated assets and liabilities.

March 31,
2018
December 31,
2017
Classification

(Millions)

Assets (liabilities):




Cash and cash equivalents$1,268
 $881

Cash and cash equivalents
Trade accounts and other receivables – net
718
 972
 Trade accounts and other receivables
Inventories160
 113
 Inventories
Other current assets198
 176
 Other current assets and deferred charges
Investments6,513
 6,552
 Investments
Property, plant, and equipment – net
28,547
 27,912

Property, plant, and equipment – net
Intangible assets – net
8,643
 8,790
 Intangible assets – net of accumulated amortization
Regulatory assets, deferred charges, and other noncurrent assets528
 507
 Regulatory assets, deferred charges, and other
Accounts payable(755) (957)
Accounts payable
Accrued liabilities including current asset retirement obligations(682) (857) Accrued liabilities
Long-term debt due within one year(501) (501) Long-term debt due within one year
Long-term debt(17,011) (15,996) Long-term debt
Deferred income tax liabilities(15) (16) Deferred income tax liabilities
Noncurrent asset retirement obligations(987) (944) Regulatory liabilities, deferred income, and other
Regulatory liabilities, deferred income, and other noncurrent liabilities(3,221) (2,809)
Regulatory liabilities, deferred income, and other
The assets and liabilities presented in the table above also include the consolidated interests of the following individual VIEs within WPZ:
Gulfstar One
WPZ owns a51 percent interest in Gulfstar One, LLC (Gulfstar One), a subsidiary that, due to certain risk-sharing provisions in its customer contracts, is a VIE. Gulfstar One includes a proprietary floating-production system, Gulfstar FPS, and associated pipelines which provide production handling and gathering services in the eastern deepwater Gulf of Mexico. WPZ isWe are the primary beneficiary because it haswe have the power to direct the activities that most significantly impact Gulfstar One’s economic performance.
Constitution
WPZ ownsWe own a 41 percent interest in Constitution, a subsidiary that, due to shipper fixed-payment commitments under its long-term firm transportation contracts, is a VIE. WPZ isWe are the primary beneficiary because it haswe have the power to direct the activities that most significantly impact Constitution’s economic performance. WPZ,We, as operator of Constitution, isare responsible for constructing the proposed pipeline connecting its gathering system in Susquehanna County, Pennsylvania, to the Iroquois Gas Transmission and the Tennessee Gas Pipeline systems. The total remaining cost of the project is estimated to be approximately $740 million, which would be funded with capital contributions from WPZus and the other equity partners on a proportional basis.
In December 2014, Constitution received approval from the FERC to construct and operate its proposed pipeline. However, in April 2016, the New York State Department of Environmental Conservation (NYSDEC) denied the


Notes (Continued)


necessary water quality certification under Section 401 of the Clean Water Act for the New York portion of the pipeline. In May 2016, Constitution appealed the NYSDEC’s denial of the Section 401 certification to the United States Court of Appeals for the Second Circuit and in August 2017, the court issued a decision denying in part and dismissing in part Constitution’s appeal. The court expressly declined to rule on Constitution’s argument that the delay in the NYSDEC’s decision on Constitution’s Section 401 application constitutes a waiver of the certification requirement. The court determined that it lacked jurisdiction to address that contention and found that jurisdiction over the waiver


Notes (Continued)


issue lies exclusively with the United States Court of Appeals for the District of Columbia Circuit.Circuit (D.C. Circuit). As to the denial itself, the court determined that NYSDEC’s action was not arbitrary or capricious. Constitution filed a petition for rehearing with the Second Circuit Court of Appeals, but in October 2017 the court denied our petition.
In October 2017, WPZwe filed a petition for declaratory order requesting the FERC to find that, by operation of law, the Section 401 certification requirement for the New York State portion of Constitution’s pipeline project was waived due to the failure by the NYSDEC to act on Constitution’s Section 401 application within a reasonable period of time as required by the express terms of such statute. InBy orders issued in January 2018 and July 2018, the FERC denied WPZ’sour petition, finding that Section 401 provides that a state waives certification only when it does not act on an application within one year from the date of the application.
Thereafter, we petitioned the D.C. Circuit Court for review of the FERC’s decision. In November 2018, the D.C. Circuit granted a motion filed by the FERC to hold our appeal in abeyance pending a decision by the court in the Hoopa Valley Tribe v. FERC case. In January 2019, the D.C. Circuit issued its decision in Hoopa Valley Tribe, finding that the applicant’s withdrawal and resubmission of a Clean Water Act Section 401 water quality certification request did not trigger new statutory periods of review for the state agencies, which resulted in the state agencies waiving their Section 401 authority regarding the hydropower project in question. The court also recognized that Section 401 does not preclude a finding of waiver prior to the passage of a full year. As in Hoopa Valley Tribe, Constitution withdrew and resubmitted the same Section 401 application, which appears to be the arrangement the D.C. Circuit Court finds violates Section 401. As a result of the Hoopa Valley Tribe decision, the FERC filed a motion for voluntary remand of our appeal, and in February 2019, the D.C. Circuit granted the motion, sending our waiver case back to the FERC to determine whether or not NYSDEC waived its authority under Section 401.
The project’s sponsors remain committed to the project. In February 2018,On April 1, 2019, we filed a requestsupplemental pleading with the FERC for rehearing ofexplaining why we believe the Hoopa Valley Tribe decision requires the FERC to find that NYSDEC waived its finding that the NYSDEC did not waive theauthority to issue a Section 401 water quality certification requirement. If the FERC denies such request, we will file a petition for review with the D.C. Circuit Court of Appeals. In January 2018, we filed a petition with the United States Supreme Court to review the decision of the Second Circuit Court of Appeals that upheld the merits of the NYSDEC’s denial of the Section 401 certification. However, on April 30, 2018, the Court denied our petition. This decision is separate and independent from (and thus has no impact on) our request for rehearing (or appeal) of the FERC’s decision that the NYSDEC did not waive the Section 401 certification requirement.
Should any court or FERC decision determine that the NYSDEC waived the Section 401 certification requirement, we estimate that the target in-service date for the project would be approximately 10 to 12 months following any such determination.Constitution project. An unfavorable resolution of Constitution’s claim for waiver could result in the impairment of a significant portion of the capitalized project costs, which total $379$376 million on a consolidated basis at March 31, 2018,2019, and are included within Property, plant, and equipment in the Consolidated Balance Sheet.Sheet. Beginning in April 2016, we discontinued capitalization of development costs related to this project. It is also possible that we could incur certain supplier-related costs in the event of a continued prolonged delay or termination of the project.
Cardinal
WPZ ownsWe own a 66 percent interest in Cardinal, Gas Services, L.L.C. (Cardinal), a subsidiary that provides gathering services for the Utica Shale region and is a VIE due to certain risks shared with customers. WPZ isWe are the primary beneficiary because it haswe have the power to direct the activities that most significantly impact Cardinal’s economic performance. Future expansion activity is expected to be funded with capital contributions from WPZus and the other equity partner on a proportional basis.


Notes (Continued)


The following table presents amounts included in our Consolidated Balance Sheet that are for the use or obligation of our consolidated VIEs:

March 31,
2019
December 31,
2018
Classification

(Millions)

Assets (liabilities):




Cash and cash equivalents$26
 $33

Cash and cash equivalents
Trade accounts and other receivables – net
50
 62
 Trade accounts and other receivables
Other current assets1
 2
 Other current assets and deferred charges
Property, plant, and equipment – net
2,333
 2,363

Property, plant, and equipment – net
Intangible assets – net
1,166
 1,177
 Intangible assets – net of accumulated amortization
Regulatory assets, deferred charges, and other noncurrent assets1
 —
 Regulatory assets, deferred charges, and other
Accounts payable(15) (15)
Accounts payable
Accrued liabilities including current asset retirement obligations(115) (115) Accrued liabilities
Noncurrent asset retirement obligations(107) (105) Regulatory liabilities, deferred income, and other
Regulatory liabilities, deferred income, and other noncurrent liabilities(137) (159)
Regulatory liabilities, deferred income, and other

Nonconsolidated VIEs
Jackalope
WPZ ownsWe own a 50 percent interest in Jackalope, Gas Gathering Services, L.L.C. (Jackalope), a subsidiary thatwhich provides gathering and processing services for the Powder River basin and is a VIE due to certain risks shared with customers. WPZ isAt March 31, 2019, the primary beneficiary because it has the power to direct the activities that most significantly impact Jackalope’s economic performance. Future expansion activity is expected to be funded with capital contributions from WPZ and the other equity partner oncarrying value of our investment in Jackalope was $358 million. In April 2019, we sold our interest in Jackalope (see Note 15 – Subsequent Event).
Brazos Permian II
We own a proportional basis.
Note 4 – Investing Activities
Acquisition of Additional Interests in Appalachia Midstream Investments
During the first quarter of 2017, WPZ exchanged all of its 5015 percent interest in DBJV for an increased interestBrazos Permian II, which provides gathering and processing services in two natural gas gathering systems that are part of the Appalachia Midstream InvestmentsDelaware basin and $155 million in cash. This transaction was recorded based onis a VIE due primarily to our estimate oflimited participating rights as the fairminority equity holder.  At March 31, 2019, the carrying value of our investment in Brazos Permian II was $190 million. Our maximum exposure to loss is limited to the interests received as we have more insightcarrying value of our investment.


Notes (Continued)


to this value as we operate the underlying assets. Following this exchange, WPZ has an approximate average 66 percent interest in the Appalachia Midstream Investments. We continue to account for this investment under the equity-method due to the significant participatory rights of our partners such that we do not exercise control. WPZ also sold all of its interest in Ranch Westex JV LLC for $45 million. These transactions resulted in a total gain of $269 million reflected in Other investing income (loss) – net in the Consolidated Statement of Income.
The fair value of the increased interests in the Appalachia Midstream Investments received as consideration was estimated to be $1.1 billion using an income approach based on expected cash flows and an appropriate discount rate (a Level 3 measurement within the fair value hierarchy). The determination of estimated future cash flows involved significant assumptions regarding gathering volumes, rates, and related capital spending. A 9.5 percent discount rate was utilized and reflected our estimate of the cost of capital as impacted by market conditions and risks associated with the underlying business.
Note 5 – Other Income and Expenses
The following table presents, by segment, certain gains or losses reflected in Other (income) expense – net within Costs and expenses other items included in our Consolidated Statement of Income:
 Three Months Ended 
 March 31,
 2018 2017
 (Millions)
Williams Partners   
Gains on contract settlements and terminations$—
 $(13)
Additional Items
Certain additional items included in the Consolidated Statement of Income are as follows:
Other income (expense) – net below Operating income (loss) includes income of $20 million and $18 million for the three months ended March 31, 2018 and 2017, respectively, for allowance for equity funds used during construction primarily within the Williams Partners segment. Other income (expense) – net below Operating income (loss) also includes income of $5 million and $28 million for the three months ended March 31, 2018 and 2017, respectively of income associated with a regulatory asset related to deferred taxes on equity funds used during construction.
Other income (expense) – net below Operating income (loss) for the three months ended March 31, 2018, includes a $7 million net loss associated with the March 28, 2018, early retirement of $750 million of 4.875 percent senior unsecured notes that were due in 2024. The net loss within the Williams Partners segment reflects $34 million in premiums paid, partially offset by $27 million of unamortized premium. For the three months ended March 31, 2017, Other income (expense) – net below Operating income (loss) includes a net gain of $30 million associated with the February 23, 2017, early retirement of $750 million of 6.125 percent senior unsecured notes that were due in 2022. The net gain within Williams Partners reflects $53 million of unamortized premium, partially offset by $23 million in premiums paid. (See Note 9 – Debt and Banking Arrangements.)

 Three Months Ended 
 March 31,
 2019 2018
 (Millions)
Other (income) expense – net within Costs and expenses
   
West   
Impairment of certain assets$12
 $—
    
Other   
Change in regulatory asset associated with Transco’s estimated deferred state income tax rate12
 —
    
Other income (expense) – net below Operating income (loss)
   
Atlantic-Gulf   
Allowance for equity funds used during construction7
 20
    
Other   
Net loss associated with early retirement of debt—
 (7)

Notes (Continued)


Note 6 – Provision (Benefit) for Income Taxes
The Provision (benefit) for income taxes includes:
Three Months Ended 
 March 31,		Three Months Ended 
 March 31,
2018 20172019 2018
(Millions)(Millions)
Current:      
Federal$(19) $3
$(6) $(19)
State1
 6
—
 1
(18) 9
(6) (18)
Deferred:      
Federal64
 15
61
 64
State9
 13
14
 9
73
 28
75
 73
Provision (benefit) for income taxes$55
 $37
$69
 $55
The effective income tax rate for the total provision for the three months ended March 31, 2019, is greater than the federal statutory rate, primarily due to the effect of state income taxes.

The effective income tax rate for the total provision for the three months ended March 31, 2018, is less than the federal statutory rate. This is primarily due to the impact of the allocation of income to nontaxable noncontrolling interests, partially offset by the effect of state income taxes.

The effective income tax rate for the total provision for the three months ended March 31, 2017, is less than the federal statutory rate primarily due to releasing a $127 million valuation allowance on a capital loss carryover and the impact of nontaxable noncontrolling interests, partially offset by the effect of state income taxes. The sale of the Geismar olefins facility in 2017 generated capital gains sufficient to offset the capital loss carryover, thereby allowing us to reverse the valuation allowance in full.

On December 22, 2017, Tax Reform was enacted. Under the guidance provided by Securities and Exchange Commission Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, we recorded provisional adjustments related to the impact of Tax Reform in the fourth quarter of 2017. We consider all amounts recorded related to Tax Reform to be reasonable estimates. The amounts recorded continue to be provisional for the reasons disclosed in our Annual Report on Form 10-K filed February 22, 2018, as our interpretation, assessment, and presentation of the impact of the tax law change may be further clarified with additional guidance from regulatory, tax, and accounting authorities. We are continuing to gather additional information to determine the final impact and should additional guidance be provided by these authorities or other sources, we will review the provisional amounts and adjust as appropriate.
During the next 12 months, we do not expect ultimate resolution of any unrecognized tax benefit associated with domestic or international matters to have a material impact on our unrecognized tax benefit position.


Notes (Continued)


Note 7 – Earnings (Loss) Per Common Share
Three Months Ended 
 March 31,		Three Months Ended 
 March 31,
2018 20172019 2018
(Dollars in millions, except per-share
amounts; shares in thousands)
(Dollars in millions, except per-share
amounts; shares in thousands)
Net income attributable to The Williams Companies, Inc. available to common stockholders for basic and diluted earnings per common share$152
 $373
Net income (loss) available to common stockholders$194
 $152
Basic weighted-average shares827,509
 824,548
1,211,489
 827,509
Effect of dilutive securities:      
Nonvested restricted stock units2,095
 1,305
1,845
 2,095
Stock options593
 623
258
 593
Diluted weighted-average shares830,197
 826,476
1,213,592
 830,197
Earnings per common share:   
Earnings (loss) per common share:   
Basic$.18
 $.45
$.16
 $.18
Diluted$.18
 $.45
$.16
 $.18

Note 8 – Employee Benefit Plans
Net periodic benefit cost (credit) is as follows:

Pension BenefitsPension Benefits

Three Months Ended 
 March 31,		Three Months Ended 
 March 31,

2018
20172019
2018

(Millions)(Millions)
Components of net periodic benefit cost (credit):





Service cost$14

$13
$11

$14
Interest cost11

15
12

11
Expected return on plan assets(16)
(20)(15)
(16)
Amortization of net actuarial loss6

7
4

6
Net periodic benefit cost (credit)$15

$15
$12

$15
Other Postretirement BenefitsOther Postretirement Benefits
Three Months Ended 
 March 31,		Three Months Ended 
 March 31,
2018 20172019 2018
(Millions)(Millions)
Components of net periodic benefit cost (credit):      
Interest cost$2
 $2
$2
 $2
Expected return on plan assets(3) (3)(2) (3)
Amortization of prior service credit(1) (3)—
 (1)
Reclassification to regulatory liability1
 1
—
 1
Net periodic benefit cost (credit)$(1) $(3)$—
 $(1)
The components of Net periodic benefit cost (credit) other than the Service cost component are included in Other income (expense) – net below Operating income (loss) in the Consolidated Statement of Income.


Notes (Continued)


Amortization of prior service credit included in Net periodic benefit cost (credit) for our other postretirement benefit plans associated with Transco and Northwest Pipeline is recorded to regulatory assets/liabilities instead of Other


Notes (Continued)


comprehensive income (loss). The amountsamount of Amortization of prior service credit recognized in regulatory liabilities werewas $1 million and $2 million for the three months ended March 31, 2018 and 2017 respectively.2018.
During the three months ended March 31, 20182019, we contributed$2 million to our pension plans and $1 million to our other postretirement benefit plans. We presently anticipate making additional contributions of approximately $8463 million to our pension plans and approximately $5$4 million to our other postretirement benefit plans in the remainder of 2018.2019.
Note 9 – Leases
We are a lessee through noncancellable lease agreements for property and equipment consisting primarily of buildings, land, vehicles, and equipment used in both our operations and administrative functions. We recognize a lease liability with an offsetting right-of-use asset in our Consolidated Balance Sheet for operating leases based on the present value of the future lease payments. As an accounting policy, we have elected to combine lease and non-lease components for all classes of leased assets in our calculation of the lease liability and the offsetting right-of-use asset.
Our lease agreements require both fixed and variable periodic payments, with initial terms typically ranging from one to 15 years, but a certain land lease has a term of 108 years. Payment provisions in certain of our lease agreements contain escalation factors which may be based on stated rates or a change in a published index at a future time. The amount by which a lease escalates based on the change in a published index, which is not known at lease commencement, is considered a variable payment and is not included in the present value of the future lease payments, which only includes those that are stated or can be calculated based on the lease agreement at lease commencement. In addition to the noncancellable periods, many of our lease agreements provide for one or more extensions of the lease agreement for periods ranging from one year in length to an indefinite number of times following the specified contract term. Other lease agreements provide for extension terms that allow us to utilize the identified leased asset for an indefinite period of time so long as the asset continues to be utilized in our operations. In consideration of these renewal features, we assess the term of the lease agreements, which includes using judgment in the determination of which renewal periods and termination provisions, when at our sole election, will be reasonably certain of being exercised. Periods after the initial term or extension terms that allow for either party to the lease to cancel the lease are not considered in the assessment of the lease term. Additionally, we have elected to exclude leases with an original term of one year or less, including renewal periods, from the calculation of the lease liability and the offsetting right-of-use asset.
We used judgment in determining the discount rate upon which the present value of the future lease payments is determined. This rate is based on a collateralized interest rate corresponding to the term of the lease agreement using company, industry, and market information available.
We sublease unused office space when permitted under our lease agreements for fixed periods that extend up to the length of the original lease agreement.


Notes (Continued)


 Three Months Ended 
 March 31, 2019
 (Millions)
Lease Cost: 
Operating lease cost$10
Short-term lease cost—
Variable lease cost6
Sublease income(1)
Total lease cost$15
Cash paid for amounts included in the measurement of operating lease liabilities$9
 March 31, 2019
 (Millions)
Other Information: 
Right-of-use asset (included in Regulatory assets, deferred charges, and other in our Consolidated Balance Sheet)
$223
Operating lease liabilities: 
Current (included in Accrued liabilities in our Consolidated Balance Sheet)
$25
Noncurrent (included in Regulatory liabilities, deferred income, and other in our Consolidated Balance Sheet)
$198
Weighted-average remaining lease term – operating leases (years)
12
Weighted-average discount rate – operating leases
4.62%
As of March 31, 2019, the following table represents our operating lease maturities, including renewal provisions that we have assessed as being reasonably certain of exercise, for each of the years ended December 31:
 (Millions)
2019 (remainder)$27
202032
202132
202227
202319
Thereafter165
Total future lease payments302
Less amount representing interest79
Total obligations under operating leases$223
We are the lessor to certain lease agreements for office space in our headquarters building, which are insignificant to our financial statements.

Note 910 – Debt and Banking Arrangements
Long-Term Debt
Issuances and retirements
On March 5, 2018, WPZ completed a public offering of $800 million of 4.85 percent senior unsecured notes due 2048. WPZ used the net proceeds for general partnership purposes, primarily the March 28, 2018 repayment of $750 million of 4.875 percent senior unsecured notes that were due in 2024.
On March 15, 2018, Transco issued $400 million of 4 percent senior unsecured notes due 2028 and $600 million of 4.6 percent senior unsecured notes due 2048 to investors in a private debt placement. Transco intends to use the net proceeds to retire $250 million of 6.05 percent senior unsecured notes due June 2018, and for general corporate purposes, including the funding of capital expenditures. As part of the issuance, Transco entered into a registration rights agreement with the initial purchasers of the unsecured notes. Transco is obligated to file and consummate a registration statement for an offer to exchange the notes for a new issue of substantially identical notes registered under the Securities Act of 1933, as amended, within 365 days from closing and to use commercially reasonable efforts to complete the exchange offer. Transco is required to provide a shelf registration statement to cover resales of the notes under certain circumstances. If Transco fails to fulfill these obligations, additional interest will accrue on the affected securities. The rate of additional interest will be 0.25 percent per annum on the principal amount of the affected securities for the first 90-day period immediately following the occurrence of a registration default, increasing by an additional 0.25 percent per annum with respect to each subsequent 90-day period thereafter, up to a maximum amount for all such registration defaults of 0.5 percent annually. Following the cure of any registration defaults, the accrual of additional interest will cease.
Other financing obligation
During the first quarter of 2018, Transco received an additional $19 million of funding from a co-owner related to the construction of the Dalton expansion project. This additional funding is reflected as Long-term debt in the Consolidated Balance Sheet.
Commercial Paper Program
As ofAt March 31, 2018, no2019, approximately $1.016 billion of Commercial paper, exclusive of unamortized discount, at a weighted-average interest rate of 2.9 percent was outstanding under our $4 billion commercial paper program. At April 30, 2019, $337 million of commercial paper was outstanding under WPZ’s $3 billion commercial paper program.outstanding.


Notes (Continued)


Credit Facilities
March 31, 2018March 31, 2019
Stated Capacity OutstandingStated Capacity Outstanding
(Millions)(Millions)
WMB   
   
Long-term credit facility(1)$1,500
 $200
$4,500
 $—
Letters of credit under certain bilateral bank agreements  13
  14
WPZ   
Long-term credit facility (1)3,500
 —
Letters of credit under certain bilateral bank agreements  1
 
(1)In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of WPZ’sour credit facility inclusive of any outstanding amounts under itsour commercial paper program.
Note 1011 – Stockholders’ Equity
AOCI
The following table presents the changes in Accumulated other comprehensive income (loss)(AOCI)AOCI by component, net of income taxes:
 
Cash
Flow
Hedges
 
Foreign
Currency
Translation
 
Pension and
Other Postretirement
Benefits
 Total
 (Millions)
Balance at December 31, 2017$(2) $(1) $(235) $(238)
Adoption of ASU 2018-02 (Note 1)—
 —
 (61) (61)
Amounts reclassified from accumulated other comprehensive income (loss)
—
 —
 5
 5
Balance at March 31, 2018$(2) $(1) $(291) $(294)
 
Cash
Flow
Hedges
 
Foreign
Currency
Translation
 
Pension and
Other Postretirement
Benefits
 Total
 (Millions)
Balance at December 31, 2018$(2) $(1) $(267) $(270)
Amounts reclassified from accumulated other comprehensive income (loss)
—
 —
 3
 3
Balance at March 31, 2019$(2) $(1) $(264) $(267)
Reclassifications out of AOCI are presented in the following table by component for the three months ended March 31, 2018:2019:
Component Reclassifications Classification Reclassifications Classification
 (Millions)  (Millions) 
Pension and other postretirement benefits:      
Amortization of actuarial (gain) loss included in net periodic benefit cost (credit) $6
 Note 8 – Employee Benefit Plans $4
 Note 8 – Employee Benefit Plans
Income tax benefit (1) Provision (benefit) for income taxes (1) Provision (benefit) for income taxes
Reclassifications during the period $5
  $3
 


Notes (Continued)


Note 1112 – Fair Value Measurements and Guarantees
The following table presents, by level within the fair value hierarchy, certain of our financial assets and liabilities. The carrying values of cash and cash equivalents, accounts receivable, margin deposits, commercial paper, and accounts payable approximate fair value because of the short-term nature of these instruments. Therefore, these assets and liabilities are not presented in the following table.
     Fair Value Measurements Using     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)
 
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) (Millions)
Assets (liabilities) at March 31, 2018:          
Assets (liabilities) at March 31, 2019:          
Measured on a recurring basis:                    
ARO Trust investments $145
 $145
 $145
 $—
 $—
 $173
 $173
 $173
 $—
 $—
Energy derivatives assets designated as hedging instruments 2
 2
 2
 —
 —
Energy derivatives assets not designated as hedging instruments 4
 4
 4
 —
 —
 2
 2
 2
 —
 —
Energy derivatives liabilities designated as hedging instruments (3) (3) (3) —
 —
Energy derivatives liabilities not designated as hedging instruments (4) (4) (1) —
 (3) (9) (9) (6) —
 (3)
Additional disclosures:                    
Other receivables 7
 7
 7
 —
 —
Long-term debt, including current portion (21,880) (23,061) —
 (23,061) —
 (22,264) (24,449) —
 (24,449) —
Guarantees (43) (30) —
 (14) (16) (42) (29) —
 (13) (16)
                    
Assets (liabilities) at December 31, 2017:          
Assets (liabilities) at December 31, 2018:          
Measured on a recurring basis:                    
ARO Trust investments $135
 $135
 $135
 $—
 $—
 $150
 $150
 $150
 $—
 $—
Energy derivatives liabilities designated as hedging instruments (3) (3) (2) (1) —
Energy derivatives assets not designated as hedging instruments 3
 3
 3
 —
 —
Energy derivatives liabilities not designated as hedging instruments (3) (3) —
 —
 (3) (7) (7) (4) —
 (3)
Additional disclosures:                    
Other receivables 7
 7
 7
 —
 —
Long-term debt, including current portion (20,935) (23,005) —
 (23,005) —
 (22,414) (23,330) —
 (23,330) —
Guarantees (43) (30) —
 (14) (16) (43) (30) —
 (14) (16)
Fair Value Methods
We use the following methods and assumptions in estimating the fair value of our financial instruments:
Assets and liabilities measured at fair value on a recurring basis
ARO Trust investments: Transco deposits a portion of its collected rates, pursuant to its rate case settlement, into an external trust (ARO Trust) that is specifically designated to fund future asset retirement obligations (ARO). The ARO Trust invests in a portfolio of actively traded mutual funds that are measured at fair value on a recurring basis based on quoted prices in an active market and is reported in Regulatory assets, deferred charges, and other in the Consolidated Balance Sheet. Both realized and unrealized gains and losses are ultimately recorded as regulatory assets or liabilities.


Notes (Continued)


Energy derivatives: Energy derivatives include commodity-based exchange-traded contracts and over-the-counter contracts, which consist of physical forwards, futures, and swaps that are measured at fair value on a recurring basis. The fair value amounts are presented on a gross basis and do not reflect the netting of asset and liability positions


Notes (Continued)


permitted under the terms of our master netting arrangements. Further, the amounts do not include cash held on deposit in margin accounts that we have received or remitted to collateralize certain derivative positions. Energy derivatives assets are reported in Other current assets and deferred charges and Regulatory assets, deferred charges, and other in the Consolidated Balance Sheet. Energy derivatives liabilities are reported in Accrued liabilities and Regulatory liabilities, deferred income, and other in the Consolidated Balance Sheet.
Reclassifications of fair value between Level 1, Level 2, and Level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter. No transfers between Level 1 and Level 2 occurred during the three months ended March 31, 20182019 or 20172018.
Additional fair value disclosures
Other receivables:  Other receivables consist of margin deposits, which are reported in Other current assets and deferred charges in the Consolidated Balance Sheet. The disclosed fair value of our margin deposits is considered to approximate the carrying value generally due to the short-term nature of these items.
Long-term debt, including current portion: The disclosed fair value of our long-term debt is determined primarily by a market approach using broker quoted indicative period-end bond prices. The quoted prices are based on observable transactions in less active markets for our debt or similar instruments. The fair values of the financing obligations associated with our Dalton lateral and Atlantic Sunrise projects, which are included within long-term debt, were determined using an income approach.
Guarantees: Guarantees primarily consist of a guarantee we have provided in the event of nonpayment by our previously owned communications subsidiary, Williams Communications Group (WilTel), on a lease performance obligation that extends through 2042. Guarantees also include an indemnification related to a disposed operation.
To estimate the fair value of the WilTel guarantee, an estimated default rate is applied to the sum of the future contractual lease payments using an income approach. The estimated default rate is determined by obtaining the average cumulative issuer-weighted corporate default rate based on the credit rating of WilTel’s current owner and the term of the underlying obligation. The default rate is published by Moody’s Investors Service. The carrying value of the WilTel guarantee is reported in Accrued liabilities in the Consolidated Balance Sheet. The maximum potential undiscounted exposure is approximately $30$29 million at March 31, 2018.2019. Our exposure declines systematically through the remaining term of WilTel’s obligation.
The fair value of the guarantee associated with the indemnification related to a disposed operation was estimated using an income approach that considered probability-weighted scenarios of potential levels of future performance. The terms of the indemnification do not limit the maximum potential future payments associated with the guarantee. The carrying value of this guarantee is reported in Regulatory liabilities, deferred income, and other in the Consolidated Balance Sheet.
We are required by our revolving credit agreementsagreement to indemnify lenders for certain taxes required to be withheld from payments due to the lenders and for certain tax payments made by the lenders. The maximum potential amount of future payments under these indemnifications is based on the related borrowings and such future payments cannot currently be determined. These indemnifications generally continue indefinitely unless limited by the underlying tax regulations and have no carrying value. We have never been called upon to perform under these indemnifications and have no current expectation of a future claim.


Notes (Continued)


Nonrecurring fair value measurements
The following table presents impairments of assets and equity-method investments associated with certain nonrecurring fair value measurements within Level 3 of the fair value hierarchy.
         Impairments
         Three Months Ended March 31,
 Classification Segment Date of Measurement Fair Value 2019 2018
       (Millions)
Impairment of assets (1)Property, plant, and equipment – net West March 31, 2019 $—
 $12
  
            
Equity-method investments (2)Investments Northeast G&P March 17, 2019 $1,209
 $74
  
_______________
(1)
Reflects impairment of assets that are 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 Income.

(2)
Relates to Northeast G&P’s equity-method investment in UEOM. 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). This impairment is reported in Impairment of equity-method investments in the Consolidated Statement of Income.
Note 1213 – Contingent Liabilities
Reporting of Natural Gas-Related Information to Trade Publications
Direct and indirect purchasers of natural gas in various states filed individual and class actions against us, our former affiliate WPX Energy, Inc. (WPX) and its subsidiaries, and others alleging the manipulation of published gas price indices and seeking unspecified amounts of damages. Such actions were transferred to the Nevada federal district


Notes (Continued)


court for consolidation of discovery and pre-trial issues. We have agreed to indemnify WPX and its subsidiaries related to this matter.
In the individual action, filed by Farmland Industries Inc. (Farmland), the court issued an order on May 24, 2016, granting one of our co-defendant’s motion for summary judgment as to Farmland’s claims. On January 5, 2017, the court extended such ruling to us, entering final judgment in our favor. Farmland appealed. On March 27, 2018, the appellate court reversed the district court’s grant of summary judgment, and on April 10, 2018, the defendants filed a petition for rehearing with the appellate court, which was denied on May 9, 2018. The case has been remanded to the Nevada federal district court.
In the putative class actions, on March 30, 2017, the court issued an order denying the plaintiffs’ motions for class certification. On June 13, 2017, the United States Court of Appeals for the Ninth Circuit granted the plaintiffs’ petition for permission to appeal the order. On August 6, 2018, the Ninth Circuit reversed the order denying class certification and remanded the appeal is now pending.case to the Nevada federal district court.
We reached an agreement to settle two of the actions, and on April 22, 2019, the court preliminarily approved the settlements, which are on behalf of Kansas and Missouri class members.
Because of the uncertainty around the remaining pending unresolved issues, we cannot reasonably estimate a range of potential exposure at this time. However, it is reasonably possible that the ultimate resolution of these actions and our related indemnification obligation could result in a potential loss that may be material to our results of operations. In connection with this indemnification, we have an accrued liability balance associated with this matter, and as a result, have exposure to future developments.


Notes (Continued)


Alaska Refinery Contamination Litigation
We are involved in litigation arising from our ownership and operation of the North Pole Refinery in North Pole, Alaska, from 1980 until 2004, through our wholly-ownedwholly owned subsidiaries, Williams Alaska Petroleum Inc. (WAPI) and MAPCO Inc. We sold the refinery to Flint Hills Resources Alaska, LLC (FHRA), a subsidiary of Koch Industries, Inc., in 2004. The litigation involves three cases, with filing dates ranging from 2010 to 2014. The actions arise from sulfolane contamination allegedly emanating from the refinery. A putative class action lawsuit was filed by James West in 2010 naming us, WAPI, and FHRA as defendants. We and FHRA filed claims against each other seeking, among other things, contractual indemnification alleging that the other party caused the sulfolane contamination. In 2011, we and FHRA settled the claim with James West. Certain claims by FHRA against us were resolved by the Alaska Supreme Court in our favor. FHRA’s claims against us for contractual indemnification and statutory claims for damages related to off-site sulfolane remain pending. The State of Alaska filed its action in March 2014, seeking damages. The City of North Pole (North Pole) filed its lawsuit in November 2014, seeking past and future damages, as well as punitive damages. Both we and WAPI asserted counterclaims against the State of Alaska and North Pole, and cross-claims against FHRA. FHRA has also filed cross-claims against us.
The underlying factual basis and claims in the cases are similar and may duplicate exposure. As such, in February 2017, the three cases were consolidated into one action in state court containing the remaining claims from the James West case and those of the State of Alaska and North Pole. ASeveral trial dates encompassing all three cases was originallyhave been scheduled and stricken. Currently, a four-week trial is scheduled to commence in May 2017 but has been continued. A new trial date has not been scheduled.on October 7, 2019. Due to the ongoing assessment of the level and extent of sulfolane contamination, the lack of an articulated cleanup level for sulfolane, and the lack of a concrete remedial proposal and cost estimate, we are unable to estimate a range of exposure to the State of Alaska or North Pole at this time. We currently estimate that our reasonably possible loss exposure to FHRA could range from an insignificant amount up to $32 million, although uncertainties inherent in the litigation process, expert evaluations, and jury dynamics might cause our exposure to exceed that amount.
Independent of the litigation matter described in the preceding paragraphs, in 2013, the Alaska Department of Environmental Conservation indicated that it views FHRA and us as responsible parties, and that it intendedintends to enter a compliance order to address the environmental remediation of sulfolane and other possible contaminants including cleanup work outside the refinery’s boundaries. To date, no compliance order has been issued. Due to the ongoing assessment of the level and extent of sulfolane contamination, the ultimate cost of remediation and division of costs among the potentially responsible parties, and the previously described separate litigation, we are unable to estimate a range of exposure at this time.


Notes (Continued)


Royalty Matters
Certain of our customers, including one major customer, have been named in various lawsuits alleging underpayment of royalties and claiming, among other things, violations of anti-trust laws and the Racketeer Influenced and Corrupt Organizations Act. We have also been named as a defendant in certain of these cases filed in Pennsylvania based on allegations that we improperly participated with that major customer in causing the alleged royalty underpayments. We believe that the claims asserted are subject to indemnity obligations owed to us by that major customer. DueThat customer has reached a tentative settlement to resolve substantially all Pennsylvania royalty cases pending, which settlement would apply to both the preliminary status of the cases, we are unable to estimate a range of potential loss at this time.
Shareholder Litigation
On March 7, 2016, a purported unitholder of WPZ filed a putative class action on behalf of certain purchasers of WPZ units in U.S. District Court in Oklahoma.customer and us. The action namessettlement as defendants us, WPZ, Williams Partners GP LLC, Alan S. Armstrong, and former Chief Financial Officer Donald R. Chappel and alleges violations of certain federal securities laws for failure to disclose Energy Transfer Equity, L.P.’s (Energy Transfer) intention to pursue a purchase of us conditioned on usreported would not closing the May 2015 agreement for a unit-for-stock transaction whereby we would have acquired all of the publicly held outstanding common units of WPZ in exchange for shares of our common stock (WPZ Merger Agreement) when announcing the WPZ Merger Agreement. The complaint seeks, among other things, damages and an award of costs and attorneys’ fees. The plaintiff filed an amended complaint on August 31, 2016. On October 17, 2016, we requested the court dismiss the action, and on March 8, 2017, the court dismissed the complaint with prejudice. On April 7, 2017, the plaintiff filed a notice of appeal. We cannot reasonably estimate a range of potential loss at this time.require any contribution from us.
Litigation Against Energy Transfer and Related Parties
On April 6, 2016, we filed suit in Delaware Chancery Court against Energy Transfer Equity, L.P. (Energy Transfer) and LE GP, LLC (the general partner for Energy Transfer) alleging willful and material breaches of the Agreement and Plan of Merger (Merger(ETE Merger Agreement) with Energy Transfer resulting from the private offering by Energy Transfer on March 8, 2016, of Series A Convertible Preferred Units (Special Offering) to certain Energy Transfer insiders and other accredited investors. The suit seeks, among other things, an injunction ordering the defendants to unwind the Special Offering and to specifically perform their obligations under the ETE Merger Agreement. On April 19, 2016, we filed an amended complaint seeking the same relief. On May 3, 2016, Energy Transfer and LE GP, LLC filed an answer and counterclaims.


Notes (Continued)


On May 13, 2016, we filed a separate complaint in Delaware Chancery Court against Energy Transfer, LE GP, LLC, and the other Energy Transfer affiliates that are parties to the ETE Merger Agreement, alleging material breaches of the ETE Merger Agreement for failing to cooperate and use necessary efforts to obtain a tax opinion required under the ETE Merger Agreement (Tax Opinion) and for otherwise failing to use necessary efforts to consummate the merger under the ETE Merger Agreement wherein we would be merged with and into the newly formed Energy Transfer Corp LP (ETC) (ETC Merger). The suit sought, among other things, a declaratory judgment and injunction preventing Energy Transfer from terminating or otherwise avoiding its obligations under the ETE Merger Agreement due to any failure to obtain the Tax Opinion.
The Court of Chancery coordinated the Special Offering and Tax Opinion suits. On May 20, 2016, the Energy Transfer defendants filed amended affirmative defenses and verified counterclaims in the Special Offering and Tax Opinion suits, alleging certain breaches of the ETE Merger Agreement by us and seeking, among other things, a declaration that we were not entitled to specific performance, that Energy Transfer could terminate the ETC Merger, and that Energy Transfer is entitled to a $1.48 billion termination fee. On June 24, 2016, following a two-day trial, the court issued a Memorandum Opinion and Order denying our requested relief in the Tax Opinion suit. The court did not rule on the substance of our claims related to the Special Offering or on the substance of Energy Transfer’s counterclaims. On June 27, 2016, we filed an appeal of the court’s decision with the Supreme Court of Delaware, seeking reversal and remand to pursue damages. On March 23, 2017, the Supreme Court of Delaware affirmed the Court of Chancery’s ruling. On March 30, 2017, we filed a motion for reargument with the Supreme Court of Delaware, which was denied on April 5, 2017.


Notes (Continued)


On September 16, 2016, we filed an amended complaint with the Court of Chancery seeking damages for breaches of the ETE Merger Agreement by defendants.  On September 23, 2016, Energy Transfer filed a second amended and supplemental affirmative defenses and verified counterclaim with the Court of Chancery seeking, among other things, payment of the $1.48 billion termination fee due to our alleged breaches of the ETE Merger Agreement. On December 1, 2017, the court granted our motion to dismiss certain of Energy Transfer’s counterclaims, including its claim seeking payment of the $1.48 billion termination fee. On December 8, 2017, Energy Transfer filed a motion for reargument, which the Court of Chancery denied on April 16, 2018. The Court of Chancery previously scheduled trial for May 20 through May 24, 2019; the court has stricken the trial setting and indicated that it will be re-scheduled for a later date.
Former Olefins Business
The other interest owner in our former Geismar, Louisiana, olefins facility, which we sold in July 2017, is seeking recovery from us for losses it allegedly suffered, including its share of personal injury settlements in which it was a co-defendant, as well as amounts related to lost income, defense costs, and property damage associated with an explosion and fire at the plant in June 2013. Due to the complexity of the various claims and available defenses, we are unable to reliably estimate any reasonably possible losses at this time. Trial is currently scheduled to begin in October 2019. We believe that certain losses incurred arising directly from the explosion and fire will be covered by our general liability policy and any uninsured losses are not expected to be material.
Other
On August 31, 2018, Transco submitted to the FERC a general rate filing principally designed to recover increased costs and to comply with the terms of the settlement in its prior rate proceeding. The new rates became effective March 1, 2019, subject to refund and the outcome of a hearing. We have provided a reserve for rate refunds which we believe is adequate for any refunds that may be required.
Environmental Matters
We are a participant in certain environmental activities in various stages including assessment studies, cleanup operations, and/or remedial processes at certain sites, some of which we currently do not own. We are monitoring these sites in a coordinated effort with other potentially responsible parties, the U.S. Environmental Protection Agency (EPA), or other governmental authorities. We are jointly and severally liable along with unrelated third parties in some of these activities and solely responsible in others. Certain of our subsidiaries have been identified as potentially responsible parties at various Superfund and state waste disposal sites. In addition, these subsidiaries have incurred, or are alleged to have incurred, various other hazardous materials removal or remediation obligations under environmental laws. As


Notes (Continued)


of March 31, 2018,2019, we have accrued liabilities totaling $39$34 million for these matters, as discussed below. Estimates of the most likely costs of cleanup are generally based on completed assessment studies, preliminary results of studies, or our experience with other similar cleanup operations. At March 31, 2018,2019, certain assessment studies were still in process for which the ultimate outcome may yield different estimates of most likely costs. Therefore, the actual costs incurred will depend on the final amount, type, and extent of contamination discovered at these sites, the final cleanup standards mandated by the EPA or other governmental authorities, and other factors.
The EPA and various state regulatory agencies routinely promulgate and propose new rules and issue updated guidance to existing rules. More recent rules andThese rulemakings include, but are not limited to, rules for reciprocating internal combustion engine maximum achievable control technology, air quality standards for one hourone-hour nitrogen dioxide emissions, and volatile organic compound and methane new source performance standards impacting design and operation of storage vessels, pressure valves, and compressors. On October 1, 2015, theThe EPA previously issued its rule regarding National Ambient Air Quality Standards for ground-level ozone, setting a stricter standard of 70 parts per billion.ozone. We are monitoring the rule’s implementation as the reductionit will trigger additional federal and state regulatory actions that may impact our operations. Implementation of the regulations is expected to result in impacts to our operations and increase the cost of additions to Property, plant, and equipment – net in the Consolidated Balance Sheet for both new and existing facilities in affected areas. We are unable to reasonably estimate the cost of additions that may be required to meet the regulations at this time due to uncertainty created by various legal challenges to these regulations and the need for further specific regulatory guidance.
Continuing operations
Our interstate gas pipelines are involved in remediation activities related to certain facilities and locations for polychlorinated biphenyls, mercury, and other hazardous substances. These activities have involved the EPA and various state environmental authorities, resulting in our identification as a potentially responsible party at various Superfund waste sites. At March 31, 20182019, we have accrued liabilities of $7$5 million for these costs. We expect that these costs will be recoverable through rates.
We also accrue environmental remediation costs for natural gas underground storage facilities, primarily related to soil and groundwater contamination. At March 31, 20182019, we have accrued liabilities totaling $10$7 million for these costs.
Former operations including operations classified as discontinued
We have potential obligations in connection with assets and businesses we no longer operate. These potential obligations include remediation activities at the direction of federal and state environmental authorities and the indemnification of the purchasers of certain of these assets and businesses for environmental and other liabilities existing


Notes (Continued)


at the time the sale was consummated. Our responsibilities relate to the operations of the assets and businesses described below.
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.
At March 31, 20182019, we have accrued environmental liabilities of $22 million related to these matters.
Other Divestiture Indemnifications
Pursuant to various purchase and sale agreements relating to divested businesses and assets, we have indemnified certain purchasers against liabilities that they may incur with respect to the businesses and assets acquired from us. The indemnities provided to the purchasers are customary in sale transactions and are contingent upon the purchasers


Notes (Continued)


incurring liabilities that are not otherwise recoverable from third parties. The indemnities generally relate to breach of warranties, tax, historic litigation, personal injury, property damage, environmental matters, right of way, and other representations that we have provided.
At March 31, 20182019, other than as previously disclosed, we are not aware of any material claims against us involving the indemnities; thus, we do not expect any of the indemnities provided pursuant to the sales agreements to have a material impact on our future financial position. Any claim for indemnity brought against us in the future may have a material adverse effect on our results of operations in the period in which the claim is made.
In addition to the foregoing, various other proceedings are pending against us which are incidental to our operations, none of which are expected to be material to our expected future annual results of operations, liquidity, and financial position.
Summary
We have disclosed our estimated range of reasonably possible losses for certain matters above, as well as all significant matters for which we are unable to reasonably estimate a range of possible loss. We estimate that for all other matters for which we are able to reasonably estimate a range of loss, our aggregate reasonably possible losses beyond amounts accrued are immaterial to our expected future annual results of operations, liquidity, and financial position. These calculations have been made without consideration of any potential recovery from third parties.
Note 1314 – Segment Disclosures
We have oneOur reportable segment, Williams Partners.segments are Northeast G&P, Atlantic-Gulf, and West. All remaining business activities are included in Other. (See Note 1 – General, Description of Business, and Basis of Presentation.)
Our segment presentation of Williams Partners, which includes our consolidated master limited partnership, is reflective of the parent-level focus by our chief operating decision-maker, considering the resource allocation and governance provisions associated with the master limited partnership structure. This partnership maintains capital and cash management structures that are separate from ours. It is self-funding and maintains its own lines of bank credit and cash management accounts. These factors serve to differentiate the management of this entity as a whole.
Performance Measurement
We evaluate segment operating performance based upon Modified EBITDA (earnings before interest, taxes, depreciation, and amortization). This measure represents the basis of our internal financial reporting and is the primary


Notes (Continued)


performance measure used by our chief operating decision maker in measuring performance and allocating resources among our reportable segments. Intersegment revenues primarily represent the sale of NGLs from our natural gas processing plants to our marketing business.
We define Modified EBITDA as follows:
•Net income (loss) before:
◦Income (loss) from discontinued operations;
◦Provision (benefit) for income taxes;
◦Interest incurred, net of interest capitalized;
◦Equity earnings (losses);
◦Gain on remeasurement of equity-method investment;
◦Impairment of equity-method investments;
◦Other investing income (loss) – net;
◦Impairment of goodwill;
◦Depreciation and amortization expenses;
◦Accretion expense associated with asset retirement obligations for nonregulated 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.


Notes (Continued)


The following table reflects the reconciliation of Segment revenues to Total revenues as reported in the Consolidated Statement of Income and Total assets by reportable segment.
Williams
Partners
 Other Eliminations TotalNortheast G&P Atlantic-Gulf West Other Eliminations Total
(Millions)
Three Months Ended March 31, 2019Three Months Ended March 31, 2019
Segment revenues:           
Service revenues           
External$266
 $697
 $473
 $4
 $—
 $1,440
Internal10
 12
 —
 3
 (25) —
Total service revenues276
 709
 473
 7
 (25) 1,440
Total service revenues – commodity consideration5
 13
 46
 —
 —
 64
Product sales           
External36
 52
 462
 —
 —
 550
Internal11
 30
 17
 —
 (58) —
Total product sales47
 82
 479
 —
 (58) 550
Total revenues$328
 $804
 $998
 $7
 $(83) $2,054
(Millions)           
Three Months Ended March 31, 2018
Segment revenues:                  
Service revenues                  
External$1,346
 $5
 $—
 $1,351
$219
 $596
 $531
 $5
 $—
 $1,351
Internal—
 3
 (3) —
9
 13
 —
 3
 (25) —
Total service revenues1,346
 8
 (3) 1,351
228
 609
 531
 8
 (25) 1,351
Total service revenues – commodity consideration (external only)101
 —
 —
 101
Total service revenues – commodity consideration4
 15
 82
 —
 —
 101
Product sales                  
External636
 —
 —
 636
89
 35
 512
 —
 —
 636
Internal—
 —
 —
 —
9
 58
 18
 —
 (85) —
Total product sales636
 —
 —
 636
98
 93
 530
 —
 (85) 636
Total revenues$2,083
 $8
 $(3) $2,088
$330
 $717
 $1,143
 $8
 $(110) $2,088
                  
Three Months Ended March 31, 2017
Segment revenues:       
Service revenues       
External$1,256
 $5
 $—
 $1,261
Internal—
 3
 (3) —
Total service revenues1,256
 8
 (3) 1,261
Product sales       
External727
 —
 —
 727
Internal—
 —
 —
 —
Total product sales727
 —
 —
 727
Total revenues$1,983
 $8
 $(3) $1,988
       
March 31, 2018       
March 31, 2019           
Total assets$46,575
 $541
 $(64) $47,052
$15,301
 $16,441
 $13,834
 $782
 $(388) $45,970
December 31, 2017       
December 31, 2018           
Total assets$45,903
 $589
 $(140) $46,352
$14,526
 $16,346
 $13,948
 $849
 $(367) $45,302



Notes (Continued)


The following table reflects the reconciliation of Modified EBITDA to Net income (loss) as reported in the Consolidated Statement of Income.
Three Months Ended 
 March 31,		Three Months Ended 
 March 31,
2018 20172019 2018
(Millions)(Millions)
Modified EBITDA by segment:      
Williams Partners$1,107
 $1,132
Northeast G&P$299
 $250
Atlantic-Gulf560
 451
West332
 413
Other13
 18
(4) 6
1,120
 1,150
1,187
 1,120
Accretion expense associated with asset retirement obligations for nonregulated operations(8) (7)(9) (8)
Depreciation and amortization expenses(431) (442)(416) (431)
Equity earnings (losses)82
 107
80
 82
Impairment of equity-method investments(74) —
Other investing income (loss) – net4
 272
1
 4
Proportional Modified EBITDA of equity-method investments(169) (194)(190) (169)
Interest expense(273) (280)(296) (273)
(Provision) benefit for income taxes(55) (37)(69) (55)
Net income (loss)$270
 $569
$214
 $270
Note 15 – Subsequent Event
In April 2019, we sold our 50 percent interest in Jackalope for $485 million in cash. As of March 31, 2019, the carrying value of this investment within the West segment was $358 million, included within Investments in the Consolidated Balance Sheet.


Item 2
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
General
We are an energy infrastructure company focused on connecting North America’s significant hydrocarbon resource plays to growing markets for natural gas and NGLs.natural gas liquids (NGLs) through our gas pipeline and midstream business. Our operations are located principally in the United States. We have one reportable segment, Williams Partners. All remaining business activities and corporate operations are included in Other.
Williams Partners
Williams Partners consists of our consolidated master limited partnership, WPZ, which includes gas pipeline and midstream businesses. The gas pipeline businesses includeOur interstate natural gas pipelines and pipeline joint project investments; andstrategy is to create value by maximizing the midstream businesses provide natural gas gathering, treating, and processing services; NGL production, fractionation, storage, marketing, and transportation; deepwater production handling and crude oilutilization of our pipeline capacity by providing high quality, low cost transportation services; and are comprised of several wholly owned and partially owned subsidiaries and joint project investments. As of March 31, 2018, we own 74 percent of the interests in WPZ.
Williams Partners’ gas pipeline businesses consist primarily of Transco and Northwest Pipeline. The gas pipeline business also holds interests in joint venture interstate and intrastate natural gas pipeline systems including a 50 percent equity-method investment in Gulfstream and a 41 percent interest in Constitution (a consolidated entity), which is developing a pipeline project (See Note 3 – Variable Interest Entitiesof Notes to Consolidated Financial Statements). As of December 31, 2017, Transco and Northwest Pipeline owned and operated a combined total of approximately 13,600 miles of pipelines with a total annual throughput of approximately 4,533 Tbtu of natural gas to large and peak-day delivery capacity of approximately 18.8 MMdth of natural gas.
Williams Partners’ midstream businesses primarily consist of (1) naturalgrowing markets. Our gas gathering, treating, compression, and processing; (2) NGL fractionation, storage, and transportation; (3) crude oil production handling and transportation; and (4) olefins production. WPZ sold its olefins operations in July 2017. The primary service areas are concentrated in major producing basins in Colorado, Texas, Oklahoma, Kansas, New Mexico, Wyoming, the Gulf of Mexico, Louisiana, Pennsylvania, West Virginia, New York, and Ohio which include the Barnett, Eagle Ford, Haynesville, Marcellus, Niobrara, and Utica shale plays as well as the Mid-Continent region.
The midstream businesses include equity-method investments in natural gas gathering and processing assets and NGL fractionation and transportation assets, including a 62 percent equity-method investment in UEOM, a 69 percent equity-method investment in Laurel Mountain, a 58 percent equity-method investment in Caiman II, a 60 percent equity-method investment in Discovery, a 50 percent equity-method investment in OPPL, and Appalachia Midstream Services, LLC, which owns an approximate average 66 percent equity-method investment interest in multiple gas gathering systems in the Marcellus Shale (Appalachia Midstream Investments), as well as our previously owned 50 percent equity-method investment in the Delaware basin gas gathering system (DBJV) in the Mid-Continent region (see Note 4 – Investing Activities of Notes to Consolidated Financial Statements).
Williams Partners’ ongoing strategy is to safely and reliably operate large-scale, interstate natural gas transmission and midstream infrastructures where our assets can be fully utilized and drive low per-unit costs. We focus on consistently attracting new business by providing highly reliable service to our customers and investing in growing markets and areas of increasing natural gas demand.
Williams Partners’pipeline businesses’ interstate transmission and related storage activities are subject to regulation by the FERC and as such, our rates and charges for the transportation of natural gas in interstate commerce, and the extension, expansion or abandonment of jurisdictional facilities and accounting, among other things, are subject to regulation. The rates are established through the FERC’s ratemaking process. Changes in commodity prices and volumes transported have limited near-term impact on these revenues because the majority of cost of service is recovered through firm capacity reservation charges in transportation rates.
The ongoing strategy of our midstream operations is to safely and reliably operate large-scale midstream infrastructure where our assets can be fully utilized and drive low per-unit costs. We focus on consistently attracting new business by providing highly reliable service to our customers. These services include natural gas gathering, processing, treating, and compression, NGL fractionation and transportation, crude oil production handling and transportation, marketing services for NGL, crude oil and natural gas, as well as storage facilities.
Prior to our merger with Williams Partners L.P., our previously consolidated master limited partnership, in August 2018, we had one reportable segment, Williams Partners. Beginning in the third-quarter 2018, consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources, our operations are now presented within the following reportable segments: Northeast G&P, Atlantic-Gulf, and West. Prior period segment disclosures have been recast for the new segment presentation. All remaining business activities as well as corporate activities are included in Other. Our reportable segments are comprised of the following businesses:
Northeast G&P is comprised of our midstream gathering, processing and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania, New York, and West Virginia and the Utica Shale region of eastern Ohio, including a 66 percent interest in Cardinal Gas Services, L.L.C. (Cardinal) (a consolidated entity), as well as a 69 percent equity-method investment in Laurel Mountain Midstream, LLC, a 58 percent equity-method investment in Caiman Energy II, LLC, 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). Northeast G&P also includes Utica East Ohio Midstream, LLC (UEOM), which is now a consolidated entity after the remaining ownership interest was acquired in March 2019 (see Note 2 – Acquisitions of Notes to Consolidated Financial Statements).
Atlantic-Gulf is comprised of our interstate natural gas pipeline, Transcontinental Gas Pipe Line Company, LLC (Transco), and significant 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 LLC (Gulfstar One) (a consolidated entity), which is a proprietary floating production system, as well as a 50 percent equity-method investment in Gulfstream Natural Gas System, L.L.C., a 60 percent equity-method investment in Discovery Producer Services LLC (Discovery), and a 41 percent interest in Constitution Pipeline Company, LLC (Constitution) (a consolidated entity), which is developing a pipeline project (see Note 4 – Variable Interest Entities of Notes to Consolidated Financial Statements).
West is comprised of our interstate natural gas pipeline, Northwest Pipeline LLC (Northwest Pipeline), and our gathering, processing, and treating operations in Colorado, Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Permian Shale region of west Texas, the


Management’s Discussion and Analysis (Continued)

Financial Repositioning
In January 2017, we entered into agreements with WPZ, wherein we permanently waivedHaynesville Shale region of northwest Louisiana, and the general partner’s IDRsMid-Continent region which includes the Anadarko and convertedArkoma basins. This segment also includes our 2NGL and natural gas marketing business, storage facilities, an undivided 50 percent general partner interest in WPZ toan NGL fractionator near Conway, Kansas, and a noneconomic50 percent equity-method investment in Overland Pass Pipeline LLC, a 50 percent interest in exchange for 289 million newly issued WPZ common units. PursuantJackalope Gas Gathering Services, L.L.C. (Jackalope) (an equity-method investment following deconsolidation as of June 30, 2018) (see Note 15 – Subsequent Event of Notes to this agreement, weConsolidated Financial Statements regarding the sale of our Jackalope interest), a 50 percent equity-method investment in Rocky Mountain Midstream Holdings LLC, and a 15 percent equity-method investment in Brazos Permian II, LLC (Brazos Permian II). West also purchased approximately 277 thousand WPZ common units for $10 million. Additionally, we purchased approximately 59 million common unitsincluded our former natural gas gathering and processing assets in the Four Corners area of WPZ at a priceNew Mexico and Colorado, which was sold during the fourth quarter of $36.08586 per unit in a private placement transaction, funded with proceeds from our equity offering. According to the terms of this agreement, concurrent with WPZ’s quarterly distributions in February 2017 and May 2017, we paid additional consideration totaling $56 million to WPZ for these units.2018.
Dividends
In March 2018,2019, we paid a regular quarterly dividend of $0.38 per share. This represents an approximate 12 percent increase from our first-quarter 2018 quarterly dividend of $0.34 per share.
Overview of Three Months Ended March 31, 20182019
Net income (loss) attributable to The Williams Companies, Inc., for the three months ended March 31, 2018, decreased $2212019, increased $43 million compared to the three months ended March 31, 2017,2018, reflecting $89 million of increased service revenues and a $99 million decrease to Net income (loss) attributable to noncontrolling interests primarily due to the absenceWPZ Merger, partially offset by a $74 million first-quarter 2019 impairment of a $269 million gain associated with the disposition of certainan equity-method investments in 2017investment, lower commodity margins, and a modest increase in the provision for income taxes which reflects the absence of a prior year $127 million benefit associated with the release of a valuation allowance on a capital loss carryover.Four Corners area business which was sold in October 2018.
Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity should be read in conjunction with the consolidated financial statements and notes thereto of this Form 10‑Q and our Annual Report on Form 10-K dated February 22, 2018.21, 2019.
FERC Income Tax Policy RevisionAcquisition of UEOM
As of December 31, 2018, we owned a 62 percent interest in UEOM which we accounted for as an equity-method investment. On March 15, 2018,18, 2019, we signed and closed the FERC issued a policy statement regarding the recovery of income tax costs in rates of natural gas pipelines. The FERC found that an impermissible double recovery results from granting a Master Limited Partnership (MLP) pipeline both an income tax allowance and a return on equity pursuant to the discounted cash flow methodology. The FERC will no longer permit an MLP pipeline to recover an income tax allowance in its cost of service. The FERC further stated it will address the application of this policy to non-MLP partnership forms as those issues arise in subsequent proceedings. The FERC also issued a Notice of Proposed Rulemaking proposing a process that will allow it to determine which natural gas pipelines may be collecting unjust and unreasonable rates in lightacquisition of the recent reductionremaining 38 percent interest in the corporate income tax rateUEOM for $740 million in the Tax Cutscash funded through credit facility borrowings and Jobs Act (Tax Reform) and this policy statement. Furthermore, the FERC issued a Notice of Inquiry seeking commentscash on the additional impacts of Tax Reform on jurisdictional rates, particularly whether, and if so how, the FERC should address changes relating to accumulated deferred income tax amounts after the corporate income tax rate reduction and bonus depreciation rules, as well as whether other features of Tax Reform require FERC action. We are evaluating the impact of these developments on our interstate natural gas pipelines and currently expect any associated impacts would be prospective and determined through subsequent rate proceedings. We also continue to monitor developments that may impact our regulatory liabilities resulting from Tax Reform. It is reasonably possible that future tariff-based rates collected by our interstate natural gas pipelines may be adversely impacted.
Revenue Recognition
hand. As a result of the adoptionacquiring this additional interest, we obtained control of Accounting Standards Update 2014-09, Revenues from Contracts with Customers (ASC 606), weand now record revenues for transactions where we receive noncash consideration, primarily in certainconsolidate UEOM. (See Note 2 – Acquisitions of our gas processing contracts that provide commodities as full or partial consideration for services provided. These revenues are reflected as Service revenues – commodity consideration in the Notes to Consolidated Statement of Income. The costs associated with these revenues, primarily related to natural gas shrink replacement, are reported as Processing commodity expenses. The revenuesFinancial Statements.)
UEOM and costs associatedOVM Venture
Concurrent with the subsequent saleUEOM acquisition, we executed an agreement whereby we will contribute our consolidated interests in UEOM and our Ohio Valley Midstream (OVM) business to a newly formed partnership later this year. Our partner will invest approximately $1.304 billion (subject to closing adjustments) for a 35 percent ownership interest, and we will retain 65 percent ownership of and operate the commodity consideration receivedcombined business. We expect to consolidate these operations in our consolidated financial statements. The closing of this transaction is subject to customary closing conditions, including regulatory approvals.
Sale of Jackalope
In April 2019, we sold our 50 percent interest in Jackalope for $485 million in cash. As of March 31, 2019, the carrying value of this investment within the West segment was $358 million. We plan to use the cash proceeds from the transaction to help fund capital expenditures and debt reduction.
Filing of Rate Case
On August 31, 2018, Transco filed a general rate case with the FERC for an overall increase in rates. In September 2018, with the exception of certain rates that reflected within Product salesa rate decrease, the FERC accepted and Product costs insuspended our general rate filing to be effective March 1, 2019, subject to refund and the Consolidated Statementoutcome of Income. Service revenues – commodity consideration plus Product sales, less Product costsa hearing. The specific rates that reflected a rate decrease were accepted, without suspension, to be effective October 1, 2018, as requested by Transco, and Processing commodity expenses represents the margin that we have historically characterized as commodity margin. This presentation is being reflected prospectivelywill


Management’s Discussion and Analysis (Continued)

innot be subject to refund. In March 2019, the Consolidated Statement of Income. (See Note 2 – Revenue Recognition of NotesFERC accepted our motion to Consolidated Financial Statements.)
Additionally, future revenues are impactedplace the rates that were suspended by application of the new accounting standardSeptember 2018 order into effect on March 1, 2019, subject to certain contractsrefund. We have provided a reserve for rate refunds which we received prepaymentsbelieve is adequate for services and have recorded deferred revenue (contract liabilities). For these contracts, which underwent modifications in periods prior to January 1, 2018, the modification is treated as a termination of the existing contract and the creation of a new contract. The new accounting guidance requiresany refunds that the transaction price, including any remaining deferred revenue from the old contract,may be allocated to the performance obligations over the term of the new contract. As a result, we will recognize the deferred revenue over longer periods than application of revenue recognition under accounting guidance prior to January 1, 2018. The application of ASC 606 to prior periods related to these contracts would have resulted in lower revenues in 2017. Annual revenues will also be lower in 2018 and 2019 than what would have been recorded under the previous guidance, offset by increased revenues in later reporting periods given the longer period of recognition.
Expansion Project Updates
Significant expansion project updates for the period, including projects placed into service are described below. Ongoing major expansion projects are discussed later in Company Outlook.
Garden State
In March 2018, Phase 2 of the Garden State Expansion project was placed into service. This project expanded Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Station 210 in New Jersey to a new interconnection on our Trenton Woodbury Lateral in New Jersey. Phase 1 of the project was placed into service in September 2017, and together they increased capacity by 180 Mdth/d.
Susquehanna Supply Hub
During the first quarter of 2018, the remaining facilities that comprise the Susquehanna Supply Hub Expansion were fully commissioned. The project added two new compression facilities with an additional 49,000 horsepower and 59 miles of 12 to 24 inch pipeline, and is expected to increase gathering capacity, allowing a certain producer to fulfill its commitment to deliver 850 Mdth/d to our Atlantic Sunrise development.
Hillabee
In July 2017, Phase I of the Hillabee Expansion Project was placed into service. The project involves an expansion of Transco’s existing natural gas transmission system from our Station 85 in west central Alabama to a new interconnection with the Sabal Trail pipeline in Alabama. The project will be constructed in phases, and all of the project expansion capacity is dedicated to Sabal Trail pursuant to a capacity lease agreement. We placed a portion of Phase I into service in June of 2017 and the remainder of Phase I into service in July of 2017. Phase I increased capacity by 818 Mdth/d. The in-service date of Phase II is planned for the second quarter of 2020 and together they are expected to increase capacity by 1,025 Mdth/d.
In August 2017, the Court of Appeals for the District of Columbia Circuit granted an appeal of the FERC certificate order for the Southeast Market Pipelines projects (a group of related projects, including the Hillabee Expansion Project) filed by certain non-governmental organizations. In doing so, the court (i) remanded the matter to the FERC for preparation of an Environmental Impact Statement (EIS) that conforms with the court’s opinion regarding quantifying certain greenhouse gas emissions, and (ii) vacated the FERC’s certificate order for the projects, which would be effective following the court’s mandate (by court order, the mandate will not issue until after disposition of all petitions for rehearing). In compliance with the court's directive, on February 5, 2018, the FERC issued a Final Supplemental EIS for the projects, reaffirming that while the projects would result in temporary and permanent impacts on the environment, those impacts would not be significant. On March 14, 2018, the FERC issued an order on remand reinstating the certificate and abandonment authorizations for the Hillabee Expansion Project and the other Southeast Market Pipelines projects. As this order was issued prior to the court’s mandate (which was issued on March 30, 2018), we experienced no lapse in FERC authorization for the project.


Management’s Discussion and Analysis (Continued)

required.
Commodity Prices
NGL per-unit margins were approximately 647 percent higherlower in the first three months of 20182019 compared to the same period of 20172018 primarily due to a 19 percent increasedecrease in per-unit non-ethane prices and an approximate 2126 percent decreaseincrease in per-unit natural gas feedstock prices.
NGL margins are defined as NGL revenues less any applicable Btu replacement cost, plant fuel, and third-party transportation and fractionation. Per-unit NGL margins are calculated based on sales of our own equity volumes at the processing plants. Our equity volumes include NGLs where we own the rights to the value from NGLs recovered at our plants under both “keep-whole” processing agreements, where we have the obligation to replace the lost heating value with natural gas, and “percent-of-liquids” agreements whereby we receive a portion of the extracted liquids with no obligation to replace the lost heating value.
The potential impact of commodity prices on our business for the remainder of 20182019 is further discussed in the following Company Outlook.
Company Outlook
Our strategy is to provide large-scale energy infrastructure designed to maximize the opportunities created by the vast supply of natural gas and natural gas products that exists in the United States. We accomplish this by connecting the growing demand for cleaner fuels and feedstocks with our major positions in the premier natural gas and natural gas products supply basins. We continue to maintain a strong commitment to safety, environmental stewardship, operational excellence, and customer satisfaction. We believe that accomplishing these goals will position us to deliver safe and reliable service to our customers and an attractive return to our shareholders.
Our business plan for 20182019 includes a continued focus on growing our fee-based businesses, executing growth projects, including through joint ventures, and accomplishing cost discipline initiatives to ensure operations support our strategy. We anticipate operating results will increase through organic business growth driven primarily by Transcocontinued expansion projects and continued growth in the Northeast region. WPZ intends to fund planned growth capital with retained cash flowregion and debt, and based on currently forecasted projects, does not expect to access public equity markets for the next several years.Transco expansion projects.
Our growth capital and investment expenditures in 20182019 are currently expected to be at least $2.7in a range from $2.3 billion to $2.5 billion. Approximately $1.7 billion of our growthGrowth capital funding needs includespending in 2019 includes Transco expansions, and other interstate pipeline growth projects, mostall of which are fully contracted with firm transportation agreements. The remaining growth capital spending in 2018 primarily reflects investment inagreements, and continuing to develop our gathering and processing systemsinfrastructure in the Northeast region limited primarily to known new producer volumes, including volumes that support Transco expansion projects including our Atlantic Sunrise project.G&P and West segments. In addition to growth capital and investment expenditures, we also remain committed to projects that maintain our assets for safe and reliable operations, as well as projects that meet legal, regulatory, and/or contractual commitments.
As a result of our significant continued capital and investment expenditures on Transco expansionsexpansion projects and fee-based gathering and processing projects, fee-based businesses are a significant component of our portfolio and serve to reduce the influence of commodity price fluctuations on our operating results and cash flows. We expect to benefit as continued growth in demand for low-cost natural gas is driven by increases in LNG exports, industrial demand and power generation. For 2018,2019, current forward market prices indicate oil, prices are expected to be higher compared to 2017natural gas, and NGL prices are expected to be slightly higher or comparable with 2017, while natural gas prices are expectedlower compared to be lower or comparable with 2017.2018. We continue to address certain pricing risks through the utilization of commodity hedging strategies. However, some of our customers may continue to curtail or delay drilling plans until there is a more sustained recovery in prices, which may negatively impact our gathering and processing volumes. The credit profiles of certain of our producer customers could be challenged as a result of lower energy commodity prices. Unfavorable changes in energy commodity prices or the credit profile of our producer customers may also result in noncash impairments of our assets.
In 2018,2019, our operating results are expected to include increases from our regulated Transco fee-based business, primarily related to projects recently placed in-service or expected to be placed in-service in 2018 including the Atlantic Sunrise project.beginning early 2018. For our non-regulated businesses, we anticipate increases in fee-based revenue in the Northeast region,G&P segment associated with recent expansion projects, partially offset with a decrease in the West segment primarily due to asset divestitures in 2018. We expect overall gathering and processing volumes to grow in 2019 for our continuing businesses and anticipate an increase in our equity earnings primarily associated with new investments. Additionally, we believe general and administrative expenses will be slightly lower due to asset divestitures in 2018 and the effect of the WPZ merger.


Management’s Discussion and Analysis (Continued)

partially offset by lower fee-based revenue in the West region. As previously discussed, under the new accounting guidance for revenue recognition, deferred revenue under certain contracts will be recognized over longer periods than under the prior guidance, contributing to the decrease in annual revenue for the West region. We expect overall gathering and processing volumes to grow in 2018 and increase thereafter to meet the growing demand for natural gas and natural gas products. We also anticipate lower general and administrative expenses due to the full year impact of prior year cost reduction initiatives.
In accordance with the timing prescribed by its previous rate case settlement, Transco is required to file a rate case no later than August 31, 2018.  If the case is filed on August 31, 2018, Transco expects the FERC to suspend rate increases to be effective March 1, 2019, subject to refund and the outcome of a hearing, and accept rate decreases to be effective October 1, 2018, not subject to refund. The final rates will be subject to a settlement agreement with customers and the FERC or the outcome of a hearing.
Potential risks and obstacles that could impact the execution of our plan include:
Certain aspects of Tax Reform, including regulatory liabilities relatingOpposition to, reduced corporate federal income tax rates, and the recent FERC income tax policy revision could adversely impact the rates we can charge onlegal regulations affecting, our regulated pipelines (see Note 1 – General, Description of Business, and Basis of Presentation of Notes to Consolidated Financial Statements);
Opposition to infrastructure projects, including the risk of delay or denial in permits and approvals needed for our projects;
Unexpected significant increases in capital expenditures or delays in capital project execution;
Counterparty credit and performance risk, including that of Chesapeake Energy Corporationrisk;
Unexpected changes in customer drilling and its affiliates;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;
Lower than expected distributions from WPZ;
Production issues impacting offshore gathering volumes;
Other risks set forth under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2017,2018, as filed with the SEC on February 22, 2018 and in Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.21, 2019.
We seek to maintain a strong financial position and liquidity, as well as manage a diversified portfolio of energy infrastructure assets which continue to serve key growth markets and supply basins in the United States.
Expansion Projects
Williams Partners’Our ongoing major expansion projects include the following:
Atlantic SunriseNortheast G&P
In February 2017, we received approval from the FERCOhio River Supply Hub Expansion
We agreed to expand Transco’s existing natural gas transmission system along with greenfield facilitiesour services for certain customers to provide incremental firm transportationadditional rich gas processing capacity in the Marcellus and Upper Devonian Shale in West Virginia and Pennsylvania. Associated with these agreements, we are expanding the processing capacity of our Oak Grove facility up to 400 MMcf/d. With one of these customers, we secured a gathering dedication agreement to gather dry gas in this same region. Additionally, we are constructing a new NGL pipeline from Moundsville to the northeastern Marcellus producing areaHarrison Hub fractionation facility to markets along Transco’s mainline as far south as Station 85provide a new outlet for NGLs. These expansions will be supported by long-term, fee-based agreements and volumetric commitments.
Susquehanna Supply Hub Expansion
We continue to expand the gathering systems in west central Alabama. We placed a portionthe Susquehanna Supply Hub that are needed to meet our customers’ production plans by 2020. This next expansion of the mainline project facilities into service in September 2017gathering infrastructure includes an additional 40,000 horsepower of new compression and it increasedgathering pipelines to bring the capacity byto approximately 4.5 Bcf/d.


Management’s Discussion and Analysis (Continued)

400 Mdth/d. We plan to place the full project into service during mid-2018, assuming timely receipt of all remaining regulatory approvals. The full project is expected to increase capacity by 1,700 Mdth/d.Atlantic-Gulf
Constitution Pipeline
We currently own 41 percent of Constitution with three other parties holding 25 percent, 24 percent, and 10 percent, respectively. We are the operator of Constitution. The 126-mile Constitution pipeline is proposed to connect our gathering system in Susquehanna County, Pennsylvania, to the Iroquois Gas Transmission and Tennessee Gas Pipeline systems in New York, as well as to a local distribution company serving New York and Pennsylvania.
In December 2014, Constitution received approval from the FERC to construct and operate its proposed pipeline, which will have an expected capacity of 650 Mdth/d. However, in April 2016, the New York State


Management’s Discussion and Analysis (Continued)

Department of Environmental Conservation (NYSDEC) denied the necessary water quality certification under Section 401 of the Clean Water Act for the New York portion of the pipeline. In May 2016, Constitution appealed the NYSDEC’s denial of the Section 401 certification to the United States Court of Appeals for the Second Circuit and in August 2017, the court issued a decision denying in part and dismissing in part Constitution’s appeal. The court expressly declined to rule on Constitution’s argument that the delay in the NYSDEC’s decision on Constitution’s Section 401 application constitutes a waiver of the certification requirement. The court determined that it lacked jurisdiction to address that contention and found that jurisdiction over the waiver issue lies exclusively with the United States Court of Appeals for the District of Columbia Circuit.Circuit (D.C. Circuit). As to the denial itself, the court determined that NYSDEC’s action was not arbitrary or capricious. Constitution filed a petition for rehearing with the Second Circuit Court of Appeals, but in October 2017 the court denied our petition.
In October 2017, we filed a petition for declaratory order requesting the FERC to find that, by operation of law, the Section 401 certification requirement for the New York State portion of Constitution’s pipeline project was waived due to the failure by the NYSDEC to act on Constitution’s Section 401 application within a reasonable period of time as required by the express terms of such statute. InBy orders issued in January 2018 and July 2018, the FERC denied our petition, finding that Section 401 provides that a state waives certification only when it does not act on an application within one year from the date of the application.
Thereafter, we petitioned the D.C. Circuit Court for review of the FERC’s decision. In November 2018, the D.C. Circuit granted a motion filed by the FERC to hold our appeal in abeyance pending a decision by the court in the Hoopa Valley Tribe v. FERC case. In January 2019, the D.C. Circuit issued its decision in Hoopa Valley Tribe, finding that the applicant’s withdrawal and resubmission of a Clean Water Act Section 401 water quality certification request did not trigger new statutory periods of review for the state agencies, which resulted in the state agencies waiving their Section 401 authority regarding the hydropower project in question. The court also recognized that Section 401 does not preclude a finding of waiver prior to the passage of a full year. As in Hoopa Valley Tribe, Constitution withdrew and resubmitted the same Section 401 application, which appears to be the arrangement the D.C. Circuit Court finds violates Section 401. As a result of the Hoopa Valley Tribe decision, the FERC filed a motion for voluntary remand of our appeal, and in February 2019, the D.C. Circuit granted the motion, sending our waiver case back to the FERC to determine whether or not NYSDEC waived its authority under Section 401.
The project’s sponsors remain committed to the project. In February 2018,project, and on April 1, 2019, we filed a requestsupplemental pleading with the FERC for rehearing ofexplaining why we believe the Hoopa Valley Tribe decision requires the FERC to find that NYSDEC waived its finding that the NYSDEC did not waive theauthority to issue a Section 401 water quality certification requirement. If the FERC denies such request, we will file a petition for review with the D.C. Circuit Court of Appeals. In January 2018, we filed a petition with the United States Supreme Court to review the decision of the Second Circuit Court of Appeals that upheld the merits of the NYSDEC’s denial of the Section 401 certification. However, on April 30, 2018, the Court denied our petition. This decision is separate and independent from (and thus has no impact on) our request for rehearing (or appeal) of the FERC’s decision that the NYSDEC did not waive the Section 401 certification requirement.
Should any court or FERC decision determine that the NYSDEC waived the Section 401 certification requirement, we estimate that the target in-service date for the project would be approximately 10 to 12 months following any such determination. Constitution project.(See Note 34 – Variable Interest Entities of Notes to Consolidated Financial Statements.)
Gateway
In November 2017,December 2018, we filed an application withreceived approval from the FERC to expand Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from PennEast Pipeline Company's proposed interconnection with Transco’s mainline south of Station 205 in New Jersey to other existing Transco meter stations within New Jersey. We plan to place the project into service in the first quarter of 2021,mid-year 2020, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 65 Mdth/d.
Gulf Connector
In November 2017, we received approval from the FERC allowing Transco to expand its existing natural gas transmission system to provide incremental firm transportation capacity from Station 65 in Louisiana to delivery


Management’s Discussion and Analysis (Continued)

points in Wharton and San Patricio Counties, Texas. The project will be constructed in two phases and we plan to place both phases into service during the first half of 2019, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 475 Mdth/d.
Hillabee
In February 2016, the FERC issued a certificate order for the initial phases of Transco’s Hillabee Expansion Project. The project involves an expansion of Transco’s existing natural gas transmission system from Station 85 in west central Alabama to a new interconnection with the Sabal Trail pipeline in Alabama. The project will beis being constructed in phases, and all of the project expansion capacity is dedicated to Sabal Trail pursuant to a capacity lease agreement. We placed a portion of Phase I into servicewas completed in June of 2017 and the remainder of Phase I into service in July of 2017. Phase Iit increased capacity by 818 Mdth/d. The in-service date of Phase II is planned for the second quarter of 2020, and together theyPhases I and II are expected to increase capacity by 1,025 Mdth/d. See Expansion Project Updates within Overview.


Management’s Discussion and Analysis (Continued)

Norphlet Project
In March 2016, we announced that we have reached an agreement to provide deepwater gas gathering services to the Appomattox development in the Gulf of Mexico. The project will provide offshore gas gathering services to our existing Transco lateral, which will provide transmission services onshore to our Mobile Bay processing facility. We also plan to makecompleted modifications to our Main Pass 261 Platform to install an alternate delivery route from the platform, as well as modifications to our Mobile Bay processing facility. The project is scheduled to go into service during the second halfquarter of 2019.
North Seattle Lateral Upgrade
In May 2017,March 2019, we filedsigned an application withagreement to purchase the FERCNorphlet pipeline for $200 million. We expect the transaction to expand delivery capabilities on Northwest Pipeline’s North Seattle Lateral. The project consists ofclose in the removal and replacement of approximately 5.9 miles of 8-inch diameter pipeline with new 20-inch diameter pipeline. We plan to place the project into service as early as the fourthsecond quarter of 2019. The project is expected to increase capacity by approximately 159 Mdth/d.
Northeast Supply Enhancement
In March 2017, we filed an application with the FERC to expand Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Station 195 in Pennsylvania to the Rockaway Delivery Lateral transfer point in New York. On April 20, 2018, the NYSDEC denied, without prejudice, Transco’s application for certain permits required for the project. We have addressed the technical issues identified by NYSDEC and will refilein May 2018, we refiled our application for the permits. We plan to place the project into service in late 2019 or during the first halffourth quarter of 2020, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 400 Mdth/d.
Ohio River Supply Hub Expansion
We agreed to expand our services for certain customers to provide additional processing wet gas capacity in the Marcellus and Upper Devonian Shale in West Virginia and Pennsylvania. Associated with these agreements, we plan to further expand the processing capacity of our Oak Grove facility by 400 MMcf/d. Additionally, with one of these customers, we secured a gathering dedication agreement to gather dry gas in this same region. These expansions will be supported by long-term, fee-based agreements and volumetric commitments.
Rivervale South to Market
In August 2017,2018, we filed an application withreceived approval from the FERC to expand Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from the existing Rivervale interconnection with Tennessee Gas Pipeline on Transco’s North New Jersey Extension to other existing Transco locations within New Jersey. We plan to place the project into service as early as the fourth quarter of 2019, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 190 Mdth/d.


Management’s Discussion and Analysis (Continued)

Southeastern Trail
In April 2018, we filed an application with the FERC to expand Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from the Pleasant Valley interconnect with Dominion’s Cove Point Pipeline in Virginia to the Station 65 pooling point in Louisiana. We plan to place the project into service in late 2020, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 296 Mdth/d.
West
North Seattle Lateral Upgrade
In July 2018, we received approval from the FERC to expand delivery capabilities on Northwest Pipeline’s North Seattle Lateral. The project consists of the removal and replacement of approximately 5.9 miles of 8-inch diameter pipeline with new 20-inch diameter pipeline. We plan to place the project into service as early as the fourth quarter of 2019, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase delivery capacity by approximately 159 Mdth/d.
Wamsutter Expansion
We are expanding our gathering and processing infrastructure in the Wamsutter region of Wyoming in order to meet our customers’ production plans. The expansion includes the addition of approximately 60 miles of gathering pipelines and compression, and modifications to existing treating and processing facilities. Due to extreme weather conditions in Wyoming during the first quarter and the impact on construction, the first phase of the project is expected to be placed into service in the second quarter of 2019.


Management’s Discussion and Analysis (Continued)

Project Bluestem
We are expanding our presence in the Mid-Continent region through building a 188-mile pipeline from our fractionator near Conway, Kansas to an interconnect with a third-party NGL pipeline system in Oklahoma, providing us with firm access to Mt. Belvieu pricing. As part of the project, the third-party intends to construct a 110-mile pipeline extension of their existing NGL pipeline system that will have an initial capacity of 120 Mbbls/d. Further, during the first quarter of 2019, we exercised an option to purchase a 20 percent equity interest in a Mt. Belvieu fractionation train developed by the third party. The pipeline and extension projects are expected to be placed into service during the first quarter of 2021.
Critical Accounting Estimates
Constitution Pipeline Capitalized Project Costs
As of March 31, 2018,2019, Property, plant, and equipment in our Consolidated Balance Sheet includes approximately $379$376 million of capitalized project costs for Constitution, for which we are the construction manager and own a 41 percent consolidated interest. As a result of the events discussed in Company Outlook, we evaluated the capitalized project costs for impairment as recently asat December 31, 2017, and determined that no impairment was necessary. Our evaluation considered probability-weighted scenarios of undiscounted future net cash flows, including scenarios assuming construction of the pipeline, as well as a scenario where the project does not proceed. These scenarios included our most recent estimate of total construction costs. The probability-weighted scenarios also consideredSubsequently there have been no events or changes in circumstances that impact our assessment of the likelihood of success of the path to obtain necessary certification, as described in Company Outlook.conclusion. It is reasonably possible that future unfavorable developments, such as a reduced likelihood of success, increased estimates of construction costs, or further significant delays, could result in a future impairment.
Equity-Method Investments
As of March 31, 2018, the carrying value of our equity-method investment in Discovery is $524 million. During the fourth quarter of 2017, certain customers of Discovery terminated a significant offshore gas gathering agreement following the shut-in of production after the associated wells ceased flowing. As a result, we evaluated this investment for impairment in the fourth quarter of 2017 and determined that no impairment was necessary.
This evaluation included probability-weighted assumptions of additional commercial development, assigning higher probabilities to those commercial development opportunities that were more advanced in the discussion and contracting process, that utilized existing infrastructure due to producer capital constraints, and/or that we believe Discovery has a competitive advantage due to geographical proximity to the prospect. We continue to monitor this investment as it is reasonably possible that an impairment could be required in the future if commercial development activities are not as successful or as timely as assumed.
Regulatory Liabilities Resulting from Tax Reform
In December 2017, the Tax ReformCuts and Jobs Act (Tax Reform) was enacted, which, among other things, reduced the corporate income tax rate from 35 percent to 21 percent. Rates charged to customers of our regulated natural gas pipelines are subject to the rate-making policies of the FERC, which have historically permitted the recovery of an income tax allowance that includes a deferred income tax component. As a result ofDue to the reduced income tax rate from Tax Reform and the collection of historical rates that reflected historical federal income tax rates, we expect that our regulated natural gas pipelines will be required to return amounts to certain customers through future rates and have accordinglyrates. As a result, we established regulatory liabilities totaling $678 million as ofduring 2017 and at March 31, 2018.2019, these liabilities total $655 million. The timing and actual amount of such return related to Transco will be subject to the outcome of the rate case discussed in Overview while the amount of such return related to Northwest Pipeline will be subject to future negotiations regarding this matter and many other elements of cost–of–servicecost-of-service rate proceedings, including other costs of providing service.



Management’s Discussion and Analysis (Continued)


Results of Operations
Consolidated Overview
The following table and discussion is a summary of our consolidated results of operations for the three months ended March 31, 2018,2019, compared to the three months ended March 31, 2017.2018. The results of operations by segment are discussed in further detail following this consolidated overview discussion.
Three Months Ended 
 March 31,		    Three Months Ended 
 March 31,		    
2018 2017 $ Change* % Change*2019 2018 $ Change* % Change*
(Millions)    (Millions)    
Revenues:              
Service revenues$1,351
 $1,261
 +90
 +7 %$1,440
 $1,351
 +89
 +7 %
Service revenues – commodity consideration101
 —
 +101
 NM
64
 101
 -37
 -37 %
Product sales636
 727
 -91
 -13 %550
 636
 -86
 -14 %
Total revenues2,088
 1,988
    2,054
 2,088
    
Costs and expenses:              
Product costs613
 579
 -34
 -6 %525
 613
 +88
 +14 %
Processing commodity expenses35
 —
 -35
 NM
40
 35
 -5
 -14 %
Operating and maintenance expenses357
 371
 +14
 +4 %340
 357
 +17
 +5 %
Depreciation and amortization expenses431
 442
 +11
 +2 %416
 431
 +15
 +3 %
Selling, general, and administrative expenses132
 161
 +29
 +18 %128
 132
 +4
 +3 %
Other (income) expense – net29
 5
 -24
 NM
44
 29
 -15
 -52 %
Total costs and expenses1,597
 1,558
    1,493
 1,597
    
Operating income (loss)491
 430
    561
 491
    
Equity earnings (losses)82
 107
 -25
 -23 %80
 82
 -2
 -2 %
Impairment of equity-method investments(74) —
 -74
 NM
Other investing income (loss) – net4
 272
 -268
 -99 %1
 4
 -3
 -75 %
Interest expense(273) (280) +7
 +3 %(296) (273) -23
 -8 %
Other income (expense) – net21
 77
 -56
 -73 %11
 21
 -10
 -48 %
Income (loss) before income taxes325
 606
    283
 325
    
Provision (benefit) for income taxes55
 37
 -18
 -49 %69
 55
 -14
 -25 %
Net income (loss)270
 569
    214
 270
    
Less: Net income (loss) attributable to noncontrolling interests118
 196
 +78
 +40 %19
 118
 +99
 +84 %
Net income (loss) attributable to The Williams Companies, Inc.$152
 $373
    $195
 $152
    

*+ = 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, 20182019 vs. three months ended March 31, 20172018
Service revenuesincreased primarily due to higher transportation fee revenues at Transco associated with expansion projects placed in-service in 2017service in 2019 and 2018, as well as higher gathering volumes across certainat the Susquehanna Supply Hub and in the Utica Shale region. These increases are partially offset by the absence of revenues associated with asset divestitures and deconsolidations during 2018, including our operating locations.former Four Corners area operations.
Service revenues – commodity considerationincreased as the result of implementing ASC 606 using a modified retrospective approach, effective January 1, 2018. Therefore, prior periods have not been recast under the new guidance. decreased due to lower volumes primarily from our former Four Corners area operations and lower non-ethane prices. These revenues represent consideration we receive in the form of commodities as full or partial payment for gathering and processing services provided. (See Note 2 – Revenue Recognition of Notes to Consolidated Financial Statements.) Most of these NGL volumes are sold within the month processed and therefore are offset in Product costs below.


Management’s Discussion and Analysis (Continued)

Product sales decreased primarily due to $146 million lower olefinvolumes impacting the production of our equity NGLs and system management gas sales, associated withprimarily reflecting the absence of volumes due to the sales of our olefinformer Four Corners area operations, in 2017, partially offset by an improvement associated with higher marketing volumes. The decrease in Product sales also reflects lower prices. Marketing revenues and system management gas sales.sales are substantially offset in Product costs.
The increasedecrease in Product costs is primarily due to the impact of ASC 606decreases in which costs reflected in this line item for 2018 includeassociated with volumes acquired as commodity consideration for NGL processing services, as well asmarketing purchases, and system management gas costs. This increase is partially offset by the absence of $75 million of olefin feedstock volumes associated with the sales of our olefin operations, as well as the absence of gas purchases associated with the production of equity NGLs, which are now reported in Processing commodity expenses in conjunction with the implementation of ASC 606.
Processing commodity expenses presents the natural gas purchases associated with the production of equity NGLs as previously described in conjunction with the implementation of ASC 606.
Operating and maintenance expenses decreased primarily due to the absence of $23 million of costs associated with our former olefin operations and ongoing cost containment efforts, partially offset by higher operating and maintenance expenses at Transco primarily associated with pipeline integrity, general maintenance, and other testing.Four Corners area operations.
Depreciation and amortization expenses decreased primarily due to the 2018 impairment of certain assets in the Barnett Shale region and the absence of costs associated with our former olefinFour Corners area operations, partially offset by new assets placed in-service.
Selling, general, and administrative expenses decreased primarily due to the absence of severance and organizational realignment costs incurred in 2017, the absence of costs associated with our former olefin operations, and ongoing cost containment efforts.service.
The unfavorable change inOther (income) expense – netwithin Operating income (loss) includes the absence of gains from certain contract settlements and terminations in 2017, and certaina $12 million unfavorable change to a regulatory chargesasset associated with Tax Reform in 2018.Transco's estimated deferred state income tax rate and a $12 million impairment of certain assets.
The favorable change in Operating income (loss) includes an increase in Service revenues primarily associated with Transco projects placed in-service in 2017 and 2018, and higher gathering volumes in the Northeast region, partially offset by unfavorable NGL commodity margins reflecting lower Selling, general,volumes, lower NGL sales prices, and administrative expenses due to the absence of certain costs incurred in 2017, partially offset by the absence of operating income related to our former olefin operations,Four Corners area operations.
The Impairment of equity-method investments reflects a non-cash impairment of our existing interest in UEOM (see Note 12 – Fair Value Measurements and higher operating costs at Transco.Guarantees of Notes to Consolidated Financial Statements).
The unfavorable change in Equity earnings (losses)Interest expense is primarily due to a decrease in volumes at Discovery, partially offset by an increase in ownership of our Appalachian Midstream Investments. (See Note 4 – Investing Activities of Notes to Consolidated Financial Statements.)
The unfavorable change in Other investing income (loss) – net is due to the absence of a gain on disposition of our investments in DBJV and Ranch Westex JV LLC in 2017. (See Note 4 – Investing Activities of Notes to Consolidated Financial Statements.)other financing obligations associated with Transco’s Atlantic Sunrise project.
The unfavorable change in Other income (expense) – net below Operating income (loss)is primarily due to a decrease in the allowance for equity funds used during construction (AFUDC), partially offset by the absence of a net gain on early retirement of debt in 2017 and a2018 loss on early retirement of debt in 2018. (See Note 5 – Other Income and Expenses of Notes to Consolidated Financial Statements.) The unfavorable change also includes the absence of a benefit in 2017 related to equity funds used during construction (AFUDC).debt.
Provision (benefit) for income taxes changed unfavorably primarily due to the absence of releasing a $127 million valuation allowance on a capital loss carryover in 2017,allocation of income to nontaxable noncontrolling interests from WPZ, partially offset by lower pretaxpre-tax income. See Note 6 – Provision (Benefit) for Income Taxes of Notes to Consolidated Financial Statements for a discussion of the effective tax rate compared to the federal statutory rate for both periods.
The favorable change in Net income (loss) attributable to noncontrolling interests is primarily due to lower operating results at WPZ.our third- quarter 2018 acquisition of the publicly held interests in WPZ associated with the WPZ Merger.


Management’s Discussion and Analysis (Continued)

Period-Over-Period Operating Results - Segments
We evaluate segment operating performance based upon Modified EBITDA. Note 1314 – Segment Disclosures of Notes to Consolidated Financial Statements includes a reconciliation of this non-GAAP measure to Net income (loss). Management uses Modified EBITDA because it is an accepted financial indicator used by investors to compare company performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of our assets. Modified EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP.

Williams Partners
Management’s Discussion and Analysis (Continued)

Northeast G&P
Three Months Ended 
 March 31,		Three Months Ended 
 March 31,
2018 20172019 2018
(Millions)(Millions)
Service revenues$1,346
 $1,256
$276
 $228
Service revenues - commodity consideration101
 —
Service revenues – commodity consideration
5
 4
Product sales636
 727
47
 98
Segment revenues2,083
 1,983
328
 330
      
Product costs(613) (579)(47) (99)
Processing commodity expenses(35) —
(3) (2)
Other segment costs and expenses(497) (466)(101) (87)
Proportional Modified EBITDA of equity-method investments169
 194
122
 108
Williams Partners Modified EBITDA$1,107
 $1,132
   
NGL margin$65
 $51
Olefin margin—
 71
Northeast G&P Modified EBITDA$299
 $250
Three months ended March 31, 20182019 vs. three months ended March 31, 20172018
Northeast G&P Modified EBITDA increased primarily due to higher Service revenues.
Service revenues increased primarily due to $33 million higher gathering revenues at Susquehanna Supply Hub reflecting 25 percent higher gathering volumes due to increased production from customers and higher rates. Additionally, gathering, processing, and fractionation revenues increased in the Utica Shale region due to higher volumes from new wells and from UEOM, which is now a consolidated entity after the remaining ownership interest was purchased in March 2019.
Product sales decreased primarily due to lower non-ethane volumes within our marketing activities. The changes in marketing revenues are offset by similar changes in marketing purchases, reflected above as Product costs.
Other segment costs and expenses increased due to multiple factors, including higher costs related to various maintenance and repairs.
Proportional Modified EBITDA of equity-method investments increased primarily due to a $9 million increase at Appalachia Midstream Investments, reflecting higher volumes.


Management’s Discussion and Analysis (Continued)

Atlantic-Gulf
 Three Months Ended 
 March 31,
 2019 2018
 (Millions)
Service revenues$709
 $609
Service revenues – commodity consideration
13
 15
Product sales82
 93
Segment revenues804
 717
    
Product costs(82) (92)
Processing commodity expenses(5) (5)
Other segment costs and expenses(199) (212)
Proportional Modified EBITDA of equity-method investments42
 43
Atlantic-Gulf Modified EBITDA$560
 $451
    
NGL margin$7
 $10
Three months ended March 31, 2019 vs. three months ended March 31, 2018
Atlantic-Gulf Modified EBITDA increased primarily due to higher Service revenues.
Service revenues increased primarily due to a $108 million increase in Transco’s natural gas transportation revenues driven by expansion projects placed in service in 2018 and 2019.
The decrease in Product sales includes a $6 million decrease in system management gas sales and a $5 million decrease in commodity marketing sales. System management gas sales and marketing sales are substantially offset in Product costs and therefore have little impact to Modified EBITDA.
Other segment costs and expensesdecreased primarily due to the absence of $51a first-quarter 2018 $11 million unfavorable adjustment of Modified EBITDA from our olefin operations thatregulatory liabilities associated with Tax Reform, $6 million lower general pipeline maintenance and other testing, and $5 million favorable changes in other charges and credits related to regulatory assets and liabilities. These favorable changes were sold in July 2017, higher Other segment costs and expenses, and lower Proportional Modified EBITDA from our equity-method investments, partially offset by higher Service revenues primarily driven by expansions of our Transco pipeline.
Service revenues increased primarily due to:
A $64a $13 million increasedecrease in Transco’s natural gas transportation fee revenues primarily due to a $58 million increase associated with expansion projects placed in service in 2017 and 2018;equity AFUDC.
A $20 million increase primarily related to higher gathering volumes in the Haynesville Shale region, as well as higher gathering volumes across most other areas;
A $5 million increase in fractionation revenues at Ohio Valley Midstream;West
Earlier recognition of revenues associated with MVC’s and other deferred revenue due to implementing the new revenue recognition guidance under ASC 606, offset by a $25 million decrease related to lower amortization of deferred revenue associated with the up-front cash payment received in conjunction with the fourth quarter 2016 Barnett Shale contract restructuring;
A $9 million decrease at Northwest Pipeline primarily due to the reduction of its rates as a result of a recent rate case settlement that became effective January 1, 2018.
 Three Months Ended 
 March 31,
 2019 2018
 (Millions)
Service revenues$473
 $531
Service revenues – commodity consideration
46
 82
Product sales479
 530
Segment revenues998
 1,143
    
Product costs(475) (526)
Processing commodity expenses(31) (30)
Other segment costs and expenses(186) (192)
Proportional Modified EBITDA of equity-method investments26
 18
West Modified EBITDA$332
 $413
    
NGL margin$14
 $52


Management’s Discussion and Analysis (Continued)

Three months ended March 31, 2019 vs. three months ended March 31, 2018
West Modified EBITDA decreased primarily due to $27 million associated with the absence of our former Four Corners area assets sold in fourth-quarter 2018, as well as lower Service revenues - and $24 million lower commodity considerationincreased as a result of implementing ASC 606 using a modified retrospective approach. These revenues represent consideration we receive inmargins associated with our equity NGLs, excluding the form of commodities as full or partial payment for gathering and processing services provided. Most of these NGL volumes are sold within the month processed and therefore are offset in Product costs below.Four Corners area assets.
Product sales Service revenuesdecreased primarily due to:
A $146$65 million decrease in olefin sales associated with the absence ofasset divestitures and deconsolidations during 2018, including our former Four Corners area assets, our Jackalope assets, and certain Delaware basin assets that were contributed to our Brazos Permian II equity-method investment;
A $15 million decrease driven by lower gathering volumes due to the sale of our olefin operations;more severe weather conditions in 2019 primarily in Wyoming;
A $39An $11 million increase associated with higher other fee revenue, primarily in system management gas sales, partially due to the implementation of ASC 606. System management gas sales are offset in Product costsConway area mainly associated with higher fractionation volumes and therefore, have no impact to Modified EBITDA;
new contracts with higher prices;
A $5$7 million increase in marketing revenues primarily due to $98 million higher NGL marketing revenues reflecting both higher prices and volumes, significantly offset by a $50 million decrease in crude oil marketing revenues, as well as a $39 million decrease in propylene and ethylene marketing revenues due to the sale of our olefin operations. Crude oil marketing revenues decreased as this activity is presented on a net basis within Product costs in 2018 in conjunction with the adoption of ASC 606.
Product costs increased primarily due to the impact of ASC 606 in which costs reflected in this line item for 2018 include volumes acquired as commodity considerations for NGL processing services, as well as $39 million in higher system management gas costs and $8 million in higher marketing costs. This increase is partially offset by the absence of $75 million of olefin feedstock volumes associated with higher gathering rates primarily in the sales of our olefin operations, as well as the absence of gas purchases associated with the production of equity NGLs, which are now reported in Processing commodity expenses in conjunction with the implementation of ASC 606.
Processing commodity expenses presents the natural gas purchases associated with the production of equity NGLs as previously described in conjunction with the implementation of ASC 606.Barnett Shale region.
The net sum of Service revenues -– commodity consideration,, Product sales, Product costs, and Processing commodity expenses comprise our commodity product margins. Our commodity product margins associated with our equity NGLs decreased primarily due to:$38 million as follows:
A $71$23 million of the decrease is due to lower volumes, consisting of $14 million associated with the divestiture of our former Four Corners area assets and $13 million associated with 19 percent lower non-ethane sales volumes due to well freeze-offs and temporary shut-ins related to more severe weather conditions in 2019 and natural decline, partially offset by a $4 million decrease in olefin product marginsnatural gas purchases associated with the production of equity NGLs;
$15 million of the decrease is due to unfavorable commodity prices. Natural gas costs associated with the absenceproduction of volumes resulting from the 2017 sales of our olefin operations;
A $14equity NGLs increased $8 million increase in NGL product margins, which is substantially due to $1334 percent higher average per-unit natural gas prices, and sales revenues decreased $7 million in higher non-ethane margins, driven by higherprimarily due to 17 percent lower average per-unit non-ethane prices.
The unfavorable changeAdditionally, the decrease in Product sales includes a $12 million decrease in system management gas sales, which are substantially offset in Product costs.
Other segment costs and expenses includesdecreased primarily due to the sale of our former Four Corners area assets, partially offset by a $12 million impairment of assets and the absence of a $30 million net gain on early retirement of debt in 2017 and a $7 million net loss on early retirement of debt in 2018, $14 million of increased operating costs at Transco primarily for pipeline integrity testing, general maintenance and other testing, and $13 million relatedfavorable adjustment to the absence of favorable contract settlements and terminations in the first quarter of 2017. These unfavorable changes are partially offset by the absence of $27 million of costsregulatory charge associated with our former olefin operations, as well as ongoing cost containment efforts.the impact of Tax Reform at Northwest Pipeline in first-quarter 2018.
The decrease in Proportional Modified EBITDA of equity-method investments includes a $28 million decrease at Discoveryincreased primarily due to production ending on certain wells, a $9 million decrease due to the divestituredeconsolidation of our interests in DBJV and Ranch Westex JV LLC lateJackalope in the firstsecond quarter of 2017, partially offset by a $22 million increase at Appalachian Midstream Investments reflecting our increased ownership.


Management’s Discussion and Analysis (Continued)

Other
 Three Months Ended March 31,
 2018 2017
 (Millions)
Other Modified EBITDA$13
 $18
Three months ended March 31, 2018, vs. three months ended March 31, 2017
Modified EBITDA decreased primarily due to a $23 million decreasesuch that it became an equity-method investment, as well as the addition of the Brazos Permian II equity-method investment in income associated with a regulatory asset related to deferred taxes on equity funds used during construction, partially offset by lower general and administrative costs, driven by the absence of expenses associated with the first-quarter 2017 Financial Repositioning (see Note 1 – General, Description of Business, and Basis of Presentation of Notes to Consolidated Financial Statements).December 2018.


Management’s Discussion and Analysis (Continued)

Management’s Discussion and Analysis of Financial Condition and Liquidity
Outlook
Fee-based businesses are a significant component of our portfolio and serve to reduce the influence of commodity price fluctuations on our cash flows. We expect to benefit as continued growth in demand for low-cost natural gas is driven by increases in LNG exports, industrial demand, and power generation.
As previously discussed in Company Outlook, our consolidated growth capital and investment expenditures in 20182019 are currently expected to be at least $2.7in a range from $2.3 billion to $2.5 billion. Approximately $1.7 billion of our growthGrowth capital funding needs includespending in 2019 includes Transco expansions, and other interstate pipeline growth projects, mostall of which are fully contracted with firm transportation agreements. The remaining growth capital spending in 2018 primarily reflects investment inagreements, and continuing to develop our gathering and processing systemsinfrastructure in the Northeast region limited primarily to known new producer volumes, including volumes that support Transco expansion projects including our Atlantic Sunrise project.G&P and West segments. In addition to growth capital and investment expenditures, we also remain committed to projects that maintain our assets for safe and reliable operations, as well as projects that meet legal, regulatory, and/or contractual commitments. WPZ intendsWe intend to fund itsour planned 20182019 growth capital with retained cash flow and debt.certain sources of available liquidity described below. We retain the flexibility to adjust planned levels of growth capital and investment expenditures in response to changes in economic conditions or business opportunities.
In March 2019, we funded our acquisition of the remaining interest in UEOM with credit facility borrowings and cash on hand. In 2019, we expect to receive approximately $1.304 billion from our partner upon closing the UEOM and OVM transaction. Also in April 2019, we received $485 million from the sale of our 50 percent interest in Jackalope. These funds will be used to reduce debt and commercial paper outstanding and fund growth capital.
Liquidity
Based on our forecasted levels of cash flow from operations and other sources of liquidity, we expect to have sufficient liquidity to manage our businesses in 2018. WPZ expects to be self-funding and maintain separate bank accounts and credit facilities, including its commercial paper program.2019. Our potential material internal and external sources and uses of consolidated liquidity for 20182019 are as follows:
Applicable To:
WPZWMB
Sources: 
 Cash and cash equivalents on handüü
 Cash generated from operationsü
 Distributions from investment in WPZü
Distributions fromour equity-method investeesü
 Utilization of our credit facilitiesfacility and/or commercial paper programüü
 Cash proceeds from issuance of debt and/or equity securitiesüü
 Proceeds from asset monetizationsüü
 Contributions from noncontrolling interests
  
Uses: 
 Working capital requirementsüü
 Capital and investment expendituresü
Investment in WPZü
Quarterly distributions to unitholdersü
 Quarterly dividends to our shareholdersü
 Debt service payments, including payments of long-term debt
 üüDistributions to noncontrolling interests
Potential risks associated with our planned levels of liquidity discussed above include those previously discussed in Company Outlook.


Management’s Discussion and Analysis (Continued)

As of March 31, 2018,2019, we had a working capital surplusdeficit of $235 million.$2.882 billion, including cash and cash equivalents and commercial paper outstanding. Our available liquidity is as follows:
March 31, 2018
Available LiquidityWPZ WMB TotalMarch 31, 2019
(Millions)(Millions)
Cash and cash equivalents$1,268
 $24
 $1,292
$43
Capacity available under our $1.5 billion credit facility (1)  1,300
 1,300
Capacity available to WPZ under its $3.5 billion credit facility, less amounts outstanding under its $3 billion commercial paper program (2)3,500
   3,500
Capacity available under our $4.5 billion credit facility, less amounts outstanding under our $4 billion commercial paper program (1)3,484
$4,768
 $1,324
 $6,092
$3,527
 
(1)Through March 31, 2018, the highest amount outstanding under our credit facility during 2018 was $290 million. At March 31, 2018, we were in compliance with the financial covenants associated with this credit facility. Borrowing capacity available under this facility as of May 1, 2018, was $1.3 billion.
(2)
In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of WPZ’sour credit facility inclusive of any outstanding amounts under itsour commercial paper program. We had $1.016 billion of Commercial paper, exclusive of unamortized discount, outstanding as of March 31, 2019. Through March 31, 2018, no2019, the highest amount was outstanding under WPZ’sour commercial paper program and credit facility during 2018.2019 was $1.226 billion. At March 31, 2018, WPZ was2019, we were in compliance with the financial covenants associated with thisour credit facility. Borrowing capacity available under WPZ’s $3.5 billionour credit facility as of May 1, 2018,April 30, 2019, was $3.5$4.163 billion.
Dividends
We increased our regular quarterly cash dividend to common stockholders by approximately 1312 percent from the previous quarterly cash dividenddividends of $0.30$0.34 per share paid in each quarter of 2017,2018, to $0.34$0.38 per share for the quarterly cash dividenddividends paid in March 2018.2019.
Registrations
In February 2018, we filed a shelf registration statement, as a well-known seasoned issuer.
In FebruaryAugust 2018, WPZwe filed a shelf registration statement, as a well-known seasoned issuer, registering common units representing limited partner interests and debt securities. Also in February 2018, WPZ filed a shelf registration statementprospectus supplement for the offer and sale from time to time of shares of our common units representing limited partner interests in WPZstock having an aggregate offering price of up to $1 billion. These sales are to be made over a period of time and from time to time in transactions at prices whichthen-current prices. Such sales are market prices prevailingto be made pursuant to an equity distribution agreement between us and certain entities who may act as sales agents or purchase for their own accounts as principals at a price agreed upon at the time of sale, prices related to market price, or at negotiated prices.
In September 2016, WPZ filed a registration statement for its distribution reinvestment program.the sale.
Distributions from Equity-Method Investees
The organizational documents of entities in which we have an equity-method investment generally require distribution of their available cash to their members on a quarterly basis. In each case, available cash is reduced, in part, by reserves appropriate for operating their respective businesses.


Management’s Discussion and Analysis (Continued)

Credit Ratings
Our abilityThe interest rates at which we are able to borrow money is impacted by our credit ratings and the credit ratings of WPZ.ratings. The current ratings are as follows:
Rating Agency Outlook 
Senior Unsecured
Debt Rating
 
Corporate
Credit Rating
WMB:S&P Global Ratings StableBB+BB+
Moody’s Investors ServicePositiveBa2N/A
Fitch RatingsStableBB+N/A
WPZ:S&P Global RatingsStableNegative BBB BBB
Moody’s Investors Service PositiveStable Baa3 N/A
Fitch Ratings Positive BBB- N/A

These credit ratings are included for informational purposes and are not recommendations to buy, sell, or hold our or WPZ’s securities, and each rating should be evaluated independently of any other rating. No assurance can be given that the credit rating agencies will continue to assign us or WPZ theinvestment-grade ratings shown above even if we or WPZ meet or exceed their current criteria.criteria for investment-grade ratios. A downgrade of our credit ratings or the credit ratings of WPZ might increase our future cost of borrowing and would require us to provide additional collateral to third parties, negatively impacting our available liquidity.


Management’s Discussion and Analysis (Continued)

Sources (Uses) of Cash
The following table summarizes the sources (uses) of cash and cash equivalents for each of the periods presented (see Notes to Consolidated Financial Statements for the Notes referenced in the table):
 Cash Flow Three Months Ended 
 March 31,
 Category 2018 2017
   (Millions)
Sources of cash and cash equivalents:     
Operating activities – netOperating $694
 $727
Proceeds from long-term debt (see Note 9)Financing 1,808
 —
Proceeds from our credit-facility borrowingsFinancing 240
 470
Contributions in aid of constructionInvesting 190
 131
Proceeds from equity issuancesFinancing 10
 2,122
Proceeds from dispositions of equity-method investments (see Note 4)Investing —
 200
      
Uses of cash and cash equivalents:     
Capital expendituresInvesting (957) (511)
Payments of long-term debt (see Note 9)Financing (750) (1,350)
Payments on our credit-facility borrowingsFinancing (310) (650)
Dividends paidFinancing (281) (248)
Dividends and distributions paid to noncontrolling interestsFinancing (165) (242)
Purchases of and contributions to equity-method investmentsInvesting (21) (52)
Payments of WPZ’s commercial paper – netFinancing —
 (93)
      
Other sources / (uses) – netFinancing and Investing (65) (35)
Increase (decrease) in cash and cash equivalents  $393
 $469


Management’s Discussion and Analysis (Continued)

 Cash Flow Three Months Ended 
 March 31,
 Category 2019 2018
   (Millions)
Sources of cash and cash equivalents:     
Operating activities – netOperating $775
 $694
Proceeds from commercial paper – netFinancing 1,014
 —
Proceeds from credit-facility borrowingsFinancing 700
 240
Contributions in aid of constructionInvesting 10
 190
Proceeds from long-term debtFinancing 8
 1,808
      
Uses of cash and cash equivalents:     
Payments on credit-facility borrowingsFinancing (860) (310)
Purchase of business, net of cash acquired (see Note 2)Investing (727) —
Common dividends paidFinancing (460) (281)
Capital expendituresInvesting (422) (957)
Purchases of and contributions to equity-method investmentsInvesting (99) (21)
Dividends and distributions paid to noncontrolling interestsFinancing (41) (165)
Payments of long-term debtFinancing (4) (750)
      
Other sources / (uses) – netFinancing and Investing (19) (55)
Increase (decrease) in cash and cash equivalents  $(125) $393
Operating activities
The factors that determine operating activities are largely the same as those that affect Net income (loss), with the exception of noncash items such as Depreciation and amortization, Provision (benefit) for deferred income taxes, Equity (earnings) losses, and Net (gain) loss on dispositionImpairment of equity-method investments. investments. Our Net cash provided (used) by operating activities for the three months ended March 31, 2018, decreased2019, increased from the same period in 20172018 primarily due to the impact of net unfavorablefavorable changes in operating working capital and decreasedin 2019 as well as the impact of increased distributions from unconsolidated affiliates in 2018.2019.
Off-Balance Sheet Arrangements and Guarantees of Debt or Other Commitments
We have various other guarantees and commitments which are disclosed in Note 34 – Variable Interest Entities, Note 910 – Debt and Banking Arrangements, Note 1112 – Fair Value Measurements and Guarantees, and Note 1213 – Contingent Liabilities of Notes to Consolidated Financial Statements. We do not believe these guarantees and commitments or the possible fulfillment of them will prevent us from meeting our liquidity needs.


Item 3
Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Our current interest rate risk exposure is related primarily to our debt portfolio and has not materially changed during the first three months of 2018.2019.

Item 4
Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Securities Exchange Act of 1934, as amended) (Disclosure Controls) or our internal control over financial reporting (Internal Controls) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our Disclosure Controls and Internal Controls and make modifications as necessary; our intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of our Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes during the first quarter of 20182019 that have materially affected, or are reasonably likely to materially affect, our Internal Control over Financial Reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Environmental
Certain reportable legal proceedings involving governmental authorities under federal, state, and local laws regulating the discharge of materials into the environment are described below. While it is not possible for us to predict the final outcome of the proceedings which are still pending, we do not anticipate a material effect on our consolidated financial position if we receive an unfavorable outcome in any one or more of such proceedings.


On June 13, 2013, an explosion and fire occurred at our formerly owned Geismar olefins plant and rendered the facility temporarily inoperable (Geismar Incident). On October 21, 2013, the EPA, Region 6, issued an Inspection Report pursuant to the Clean Air Act’s Risk Management Program following its inspection of the facility on June 24 through June 28, 2013. The report notes the EPA’s preliminary determinations about the facility’s documentation regarding process safety, process hazard analysis, as well as operating procedures, employee training, and other matters. On June 16, 2014, we received a request for information related to the Geismar Incident from the EPA under Section 114 of the Clean Air Act to which we responded on August 13, 2014. The EPA could issue penalties pertaining to final determinations.
On February 21, 2017, we received notice from the Environmental Enforcement Section of the United States Department of Justice (DOJ) regarding certain alleged violations of the Clean Air Act at our Moundsville facility as set forth in a Notice of Noncompliance issued by the EPA on January 14, 2016. The notice includes an offer to avoid further legal action on the alleged violations by paying $2 million. In discussion with the DOJ and the EPA, the EPA has indicated its belief that additional similar violations have occurred at our Oak Grove facility and has expressed interest in pursuing a global settlement. On January 19,July 23, 2018, we received an offer from the DOJ to globally settle the government’s claim for civil penalties associated with the alleged violations at both the Moundsville and the Oak Grove facilities for $1.955$1.6 million. In March 2018, we made a counter-offer to settle the government’s claims as to both the Moundsville and Oak Grove facilities. We are awaitingcontinuing to work with the agencies’ response.agencies to resolve this matter.
On May 5, 2017, we entered into a Consent Order with the Georgia Department of Natural Resources, Environmental Protection Division (GADNR) pertaining to alleged violations of the Georgia Water Quality Control Act and associated rules arising from a permit issued by GADNR for construction of theTransco’s Dalton Project.expansion project. Pursuant to the Consent Order, we paid a fine of $168,750 and agreed to perform a Corrective Action Plan, the completion of which is pending.
On January 19, 2018, we received notice from the United States Department of Transportation Pipeline and Hazardous Materials Safety Administration (PHMSA) regarding certain alleged violations of PHMSA regulations in connection with a fire and release of liquid ethane that occurred at our Houston Meter Station located near Houston, Washington County, Pennsylvania, on December 24, 2014. The Notice of Probable Violation and Proposed Civil Penalty issued by PHMSA alleges failure to timely notify the National Response Center of a release of a hazardous liquid resulting in a fire or explosion and failure to verify that the facility was constructed, inspected, tested, and calibrated in accordance with comprehensive written specifications or standards and proposes a total civil penalty of $174,100. We have since paid the proposed civil penalty and have resolved this matter.
On March 19, 2018, we received a Notice of Violation from the EPA, Region 8, regarding certain alleged violations of the Clean Air Act at our Ignacio Gas Plant in Durango, Colorado, following a previous on-site inspection of the facility. We were subsequently informed that this matter has been referred to the DOJ for handling. The Notice of Violation does not contain an initial penalty assessment. We are evaluatinghave responded to the alleged violations and will respondcontinue to work with the agency.agencies to resolve this matter.
On March 20, 2018, we also received a Notice of Violation from the EPA, Region 8, regarding certain alleged violations of the Clean Air Act at our Parachute Creek Gas Plant in Parachute, Colorado, following a previous on-site inspection of the facility. We were informed that this matter has been referred to the DOJ for handling. The Notice of Violation does not contain an initial penalty assessment. We are evaluatinghave responded to the alleged violations and will respondcontinue to work with the agencies to resolve this matter.
On August 27, 2018, Northwest Pipeline LLC received a Notice of Violation/Cease and Desist Order from the Colorado Department of Public Health & Environment (CDPHE) regarding certain alleged violations of the Colorado Water Quality Control Act and its General Permit under the Colorado Discharge Permit System related to its stormwater management practices at two construction sites. On March 4, 2019, the CDPHE provided us with its initial penalty calculation, proposing a penalty of $81,000 in settlement of all violations alleged in its notice. We have responded to the agency.alleged violations and continue to work with the agency to resolve this matter.
Other environmental matters called for by this Item are described under the caption “Environmental Matters” in Note 1213 – Contingent Liabilities of Notes to Consolidated Financial Statements included under Part I, Item 1. Financial Statements of this report, which information is incorporated by reference into this Item.
Other Litigation
The additional information called for by this Item is provided in Note 1213 – Contingent Liabilities of Notes to Consolidated Financial Statements included under Part I, Item 1. Financial Statements of this report, which information is incorporated by reference into this Item.


Item 1A. Risk Factors

Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2017,2018, includes certain risk factors that could materially affect our business, financial condition, or future results. Those Risk Factorsrisk factors have not materially changed, except as set forth below:

On March 15, 2018, the FERC issued a policy statement that reversed its 2005 income tax policy that permitted master limited partnership (MLP) interstate oil and natural gas pipelines to recover an income tax allowance in cost of service rates, which if implemented, may adversely impact our financial condition and future results of operations.

In May 2005, the FERC issued a statement of general policy permitting a pipeline to include in its cost-of-service computations an income tax allowance provided that an entity or individual has an actual or potential income tax liability on income from the pipeline’s public utility assets. Pursuant to that policy, the extent to which owners of pipelines have such actual or potential income tax liability will be reviewed by the FERC on a case-by-case basis in rate cases where the amounts of the allowances will be established. On March 15, 2018, the FERC found that an impermissible double recovery results from granting a MLP pipeline both an income tax allowance and a return on equity pursuant to the discounted cash flow methodology. As a result, the FERC will no longer permit an MLP pipeline to recover an income tax allowance in its cost of service and further stated it will address the application of this policy to non-MLP partnership forms as those issues arise in subsequent proceedings. The FERC also issued a Notice of Proposed Rulemaking proposing a process that will allow it to consider costs and revenues in the context of the recent reduction in the corporate income tax rate as a result of Tax Reform and the FERC’s revised policy statement regarding MLPs. Furthermore, the FERC issued a Notice of Inquiry seeking comments on the additional impacts of Tax Reform on jurisdictional rates, and whether other features of Tax Reform require FERC action.  Due to the foregoing, it is reasonably possible that future tariff-based rates collected by our interstate natural gas pipelines may be negatively impacted by such actions, which may have a material adverse effect on our business, financial condition, results of operations, and cash flows.

changed.




Item 6. Exhibits


Exhibit
No.
   Description
     
2.1+ — 
Agreement and Plan of Merger dated as of May 12, 2015,16, 2018, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P., and WPZ GP LLC (filed on May 13, 201517, 2018 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
2.2 — 
Amendment No 1. to Agreement and Plan of Merger dated as of May 1, 2016, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC (filed on May 3, 2016 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
2.3+ — 
Agreement and Plan of Merger dated as of September 28, 2015, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC (filed on October 1, 2015 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
2.4+—
Membership Interest Purchase Agreement, dated as of April 13, 2017, among Williams Field Services Group, LLC, Williams Partners L.P., Williams Olefins, L.L.C., NOVA Chemicals Inc., and NOVA Chemicals Corporation (filed on August 3, 2017 as Exhibit 2.2 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-34831) and incorporated herein by reference).
3.1 — 
Amended and Restated Certificate of Incorporation as supplemented (filed on May 26, 2010, as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
3.2 
—

Certificate of Designations of Series B Preferred Stock of The Williams Companies, Inc. (filed on July 17, 2018 as Exhibit 3.1 to The Williams Companies, Inc. current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
3.3
—

Certificate of Amendment dated August 10, 2018 (filed on August 10, 2018 as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
3.4— 
By-Laws (filed on January 20, 2017, as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
4.1—
Indenture, dated as of March 15, 2018, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 15, 2018 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated by reference).
10.1—
Termination Agreement and Release, dated as of September 28, 2015, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P. and WPZ GP LLC (filed on September 28, 2015 as Exhibit 10.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
10.2—
Registration Rights Agreement, dated March 15, 2018, among Transcontinental Gas Pipe Line Company LLC and the initial purchasers listed therein (filed on March 15, 2018 as Exhibit 10.1 to the Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
10.3*§10.1§* — 
Form of 2018 Time-Based2019 Executive Performance-Based Restricted Stock Unit Agreement among The Williams Companies, Inc. and Certaincertain employees and officers.
10.4*§10.2§* — 
Form of 20182019 Performance-Based Restricted Stock Unit Agreement among The Williams Companies, Inc. and certain employees and officers.
10.5*§10.3§* — 
Form of 2018 Nonqualified2019 Time-Based Restricted Stock OptionUnit Agreement among The Williams Companies, Inc. and certain employees and officers.
12*10.4§* — 
ComputationForm of Ratio of Earnings to Fixed Charges.2019 Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc. and certain non-management directors.
31.1* — 
Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


Exhibit
No.
Description
31.2* — 
Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32** — 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* — XBRL Instance Document.
101.SCH* — XBRL Taxonomy Extension Schema.
101.CAL* — XBRL Taxonomy Extension Calculation Linkbase.


Exhibit
No.
Description
101.DEF* — XBRL Taxonomy Extension Definition Linkbase.
101.LAB* — XBRL Taxonomy Extension Label Linkbase.
101.PRE* — XBRL Taxonomy Extension Presentation Linkbase.
 
*    Filed herewith.
**    Furnished herewith.
§Management contract or compensatory plan or arrangement.
§ Management contract or compensatory plan or arrangement.
+Pursuant to item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
THE WILLIAMS COMPANIES, INC.
 (Registrant)
  
 
/s/ TED T. TIMMERMANS
 Ted T. Timmermans
 Vice President, Controller and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)
May 3, 20182, 2019