Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 30, 2020 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-4174 | |
Entity Registrant Name | WILLIAMS COMPANIES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 73-0569878 | |
Entity Address, Address Line One | One Williams Center | |
Entity Address, City or Town | Tulsa | |
Entity Address, State or Province | OK | |
Entity Address, Postal Zip Code | 74172-0172 | |
City Area Code | 918 | |
Local Phone Number | 573-2000 | |
Title of 12(b) Security | Common Stock, $1.00 par value | |
Trading Symbol | WMB | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,213,196,974 | |
Entity Central Index Key | 0000107263 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Revenues | $ 1,913 | $ 2,054 |
Costs and expenses: | ||
Operating and maintenance expenses | 337 | 340 |
Depreciation and amortization expenses | 429 | 416 |
Selling, general, and administrative expenses | 113 | 128 |
Impairment of goodwill (Note 11) | 187 | 0 |
Other (income) expense – net | 7 | 44 |
Total costs and expenses | 1,482 | 1,493 |
Operating income (loss) | 431 | 561 |
Equity earnings (losses) (Note 5) | 22 | 80 |
Impairment of equity-method investments (Note 11) | (938) | (74) |
Other investing income (loss) – net | 3 | 1 |
Interest incurred | (301) | (306) |
Interest capitalized | 5 | 10 |
Other income (expense) – net | 4 | 11 |
Income (loss) before income taxes | (774) | 283 |
Provision (benefit) for income taxes | (204) | 69 |
Net income (loss) | (570) | 214 |
Less: Net income (loss) attributable to noncontrolling interests | (53) | 19 |
Net income (loss) attributable to The Williams Companies, Inc. | (517) | 195 |
Preferred stock dividends | 1 | 1 |
Net income (loss) available to common stockholders | $ (518) | $ 194 |
Basic earnings (loss) per common share: | ||
Net income (loss) | $ (0.43) | $ 0.16 |
Weighted-average shares (thousands) | 1,213,019 | 1,211,489 |
Diluted earnings (loss) per common share: | ||
Net income (loss) | $ (0.43) | $ 0.16 |
Weighted-average shares (thousands) | 1,213,019 | 1,213,592 |
Service [Member] | ||
Revenues: | ||
Revenues | $ 1,474 | $ 1,440 |
NonRegulated Service Commodity Consideration [Member] | ||
Revenues: | ||
Revenues | 28 | 64 |
Product [Member] | ||
Revenues: | ||
Revenues | 411 | 550 |
Oil and Gas, Purchased [Member] | ||
Costs and expenses: | ||
Product costs | 396 | 525 |
Natural Gas Purchased For Shrink [Member] | ||
Costs and expenses: | ||
Product costs | $ 13 | $ 40 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Comprehensive income (loss): | ||
Net income (loss) | $ (570) | $ 214 |
Pension and other postretirement benefits: | ||
Net actuarial gain (loss) arising during the year, net of taxes of $4 in 2020 | (14) | 0 |
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of ($2) in 2020 and ($1) in 2019 | 8 | 3 |
Other comprehensive income (loss) | (6) | 3 |
Comprehensive income (loss) | (576) | 217 |
Less: Comprehensive income (loss) attributable to noncontrolling interests | (53) | 19 |
Comprehensive income (loss) attributable to The Williams Companies, Inc. | $ (523) | $ 198 |
Consolidated Statement of Com_2
Consolidated Statement of Comprehensive Income (Loss) (Parenthetical) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax [Abstract] | ||
Net actuarial gain (loss) arising during the year, net of taxes of $4 in 2020 | $ 4 | $ 0 |
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of ($2) in 2020 and ($1) in 2019 | $ (2) | $ (1) |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 400 | $ 289 |
Trade accounts and other receivables | 940 | 1,002 |
Allowance for doubtful accounts | (10) | (6) |
Trade accounts and other receivables – net | 930 | 996 |
Inventories | 105 | 125 |
Other current assets and deferred charges | 130 | 170 |
Total current assets | 1,565 | 1,580 |
Investments | 5,179 | 6,235 |
Property, plant, and equipment | 41,772 | 41,510 |
Accumulated depreciation and amortization | (12,631) | (12,310) |
Property, plant, and equipment – net | 29,141 | 29,200 |
Intangible assets – net of accumulated amortization | 7,688 | 7,959 |
Regulatory assets, deferred charges, and other | 1,056 | 1,066 |
Total assets | 44,629 | 46,040 |
Current liabilities: | ||
Accounts payable | 359 | 552 |
Accrued liabilities | 1,129 | 1,276 |
Long-term debt due within one year | 628 | 2,140 |
Total current liabilities | 2,116 | 3,968 |
Long-term debt | 21,848 | 20,148 |
Deferred income tax liabilities | 1,602 | 1,782 |
Regulatory liabilities, deferred income, and other | 3,804 | 3,778 |
Contingent liabilities (Note 12) | ||
Stockholders’ equity: | ||
Preferred Stock | 35 | 35 |
Common stock ($1 par value; 1,470 million shares authorized at March 31, 2020 and December 31, 2019; 1,248 million shares issued at March 31, 2020 and 1,247 million shares issued at December 31, 2019) | 1,248 | 1,247 |
Capital in excess of par value | 24,330 | 24,323 |
Retained deficit | (12,013) | (11,002) |
Accumulated other comprehensive income (loss) | (205) | (199) |
Treasury stock, at cost (35 million shares of common stock) | (1,041) | (1,041) |
Total stockholders’ equity | 12,354 | 13,363 |
Noncontrolling interests in consolidated subsidiaries | 2,905 | 3,001 |
Total equity | 15,259 | 16,364 |
Total liabilities and equity | $ 44,629 | $ 46,040 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) (Unaudited) - $ / shares shares in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Stockholders’ equity: | ||
Common stock, shares authorized | 1,470 | 1,470 |
Common stock, par value of shares authorized | $ 1 | $ 1 |
Common stock, shares issued | 1,248 | 1,247 |
Treasury stock, shares of common shares | 35 | 35 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity (Unaudited) - USD ($) $ in Millions | Total | Total Stockholders’ Equity | Preferred Stock | Common Stock | Capital in Excess of Par Value | Retained Deficit | AOCI | Treasury Stock | Noncontrolling Interests |
Period Start at Dec. 31, 2018 | $ 15,997 | $ 14,660 | $ 35 | $ 1,245 | $ 24,693 | $ (10,002) | $ (270) | $ (1,041) | $ 1,337 |
Net income (loss) | 214 | 195 | 0 | 0 | 0 | 195 | 0 | 0 | 19 |
Other comprehensive income (loss) | 3 | 3 | 0 | 0 | 0 | 0 | 3 | 0 | 0 |
Cash dividends – common stock | (460) | (460) | 0 | 0 | 0 | (460) | 0 | 0 | 0 |
Dividends and distributions to noncontrolling interests | (41) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (41) |
Stock-based compensation and related common stock issuances, net of tax | 11 | 11 | 0 | 1 | 10 | 0 | 0 | 0 | 0 |
Contributions from noncontrolling interests | 4 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4 |
Other | (3) | (3) | 0 | 0 | 0 | (3) | 0 | 0 | 0 |
Net increase (decrease) in equity | (272) | (254) | 0 | 1 | 10 | (268) | 3 | 0 | (18) |
Period End at Mar. 31, 2019 | 15,725 | 14,406 | 35 | 1,246 | 24,703 | (10,270) | (267) | (1,041) | 1,319 |
Period Start at Dec. 31, 2018 | 15,997 | 14,660 | 35 | 1,245 | 24,693 | (10,002) | (270) | (1,041) | 1,337 |
Period End at Dec. 31, 2019 | 16,364 | 13,363 | 35 | 1,247 | 24,323 | (11,002) | (199) | (1,041) | 3,001 |
Net income (loss) | (570) | (517) | 0 | 0 | 0 | (517) | 0 | 0 | (53) |
Other comprehensive income (loss) | (6) | (6) | 0 | 0 | 0 | 0 | (6) | 0 | 0 |
Cash dividends – common stock | (485) | (485) | 0 | 0 | 0 | (485) | 0 | 0 | 0 |
Dividends and distributions to noncontrolling interests | (44) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (44) |
Stock-based compensation and related common stock issuances, net of tax | 8 | 8 | 0 | 1 | 7 | 0 | 0 | 0 | 0 |
Contributions from noncontrolling interests | 2 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2 |
Other | (10) | (9) | 0 | 0 | 0 | (9) | 0 | 0 | (1) |
Net increase (decrease) in equity | (1,105) | (1,009) | 0 | 1 | 7 | (1,011) | (6) | 0 | (96) |
Period End at Mar. 31, 2020 | $ 15,259 | $ 12,354 | $ 35 | $ 1,248 | $ 24,330 | $ (12,013) | $ (205) | $ (1,041) | $ 2,905 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Equity (Parenthetical) (Unaudited) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Common Stock, Dividends, Per Share, Declared | $ 0.40 | $ 0.38 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ (570) | $ 214 |
Adjustments to reconcile to net cash provided (used) by operating activities: | ||
Depreciation and amortization | 429 | 416 |
Provision (benefit) for deferred income taxes | (177) | 75 |
Equity (earnings) losses | (22) | (80) |
Distributions from unconsolidated affiliates | 169 | 172 |
Impairment of goodwill (Note 11) | 187 | 0 |
Impairment of equity-method investments (Note 11) | 938 | 74 |
Amortization of stock-based awards | 9 | 14 |
Cash provided (used) by changes in current assets and liabilities: | ||
Accounts receivable | 67 | 97 |
Inventories | 19 | 1 |
Other current assets and deferred charges | 20 | (6) |
Accounts payable | (155) | (39) |
Accrued liabilities | (150) | (142) |
Other, including changes in noncurrent assets and liabilities | 23 | (21) |
Net cash provided (used) by operating activities | 787 | 775 |
FINANCING ACTIVITIES: | ||
Proceeds from (payments of) commercial paper – net | 0 | 1,014 |
Proceeds from long-term debt | 1,702 | 708 |
Payments of long-term debt | (1,518) | (864) |
Proceeds from issuance of common stock | 6 | 6 |
Common dividends paid | (485) | (460) |
Dividends and distributions paid to noncontrolling interests | (44) | (41) |
Contributions from noncontrolling interests | 2 | 4 |
Other – net | (10) | (9) |
Net cash provided (used) by financing activities | (347) | 358 |
INVESTING ACTIVITIES: | ||
Capital expenditures (1) | (306) | (422) |
Dispositions - net | (3) | (4) |
Contributions in aid of construction | 14 | 10 |
Purchases of businesses, net of cash acquired (Note 2) | 0 | (727) |
Purchases of and contributions to equity-method investments | (30) | (99) |
Other – net | (4) | (16) |
Net cash provided (used) by investing activities | (329) | (1,258) |
Increase (decrease) in cash and cash equivalents | 111 | (125) |
Cash and cash equivalents at beginning of year | 289 | 168 |
Cash and cash equivalents at end of period | 400 | 43 |
(1) Increases to property, plant, and equipment | (254) | (418) |
Changes in related accounts payable and accrued liabilities | (52) | (4) |
Capital expenditures (1) | $ (306) | $ (422) |
General, Description of Busines
General, Description of Business, and Basis of Presentation | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General, Description of Business, and Basis of Presentation [Text Block] | 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, 2019, 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. 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 in the United States. Effective January 1, 2020, following an organizational realignment, our interstate natural gas pipeline Northwest Pipeline LLC (Northwest Pipeline), which was reported within the West reporting segment throughout 2019, is now managed within the Transmission & Gulf of Mexico reporting segment (previously identified as the Atlantic-Gulf reporting segment). As a result, beginning with the reporting of first quarter 2020, our operations are presented within the following reportable segments: Transmission & Gulf of Mexico, Northeast G&P, and West, consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources. All remaining business activities as well as corporate activities are included in Other. Prior period segment disclosures have been recast for the new segment presentation. Transmission & Gulf of Mexico is comprised of our interstate natural gas pipelines, Transcontinental Gas Pipe Line Company, LLC (Transco) and Northwest Pipeline, as well as natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including a 51 percent interest in Gulfstar One LLC (Gulfstar One) (a consolidated variable interest entity, or VIE), which is a proprietary floating production system, a 50 percent equity-method investment in Gulfstream Natural Gas System, L.L.C., and a 60 percent equity-method investment in Discovery Producer Services LLC (Discovery). Northeast G&P is comprised of our midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in Ohio Valley Midstream LLC (Northeast JV) (a consolidated VIE) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal Gas Services, L.L.C. (Cardinal) (a consolidated VIE) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain Midstream, LLC (Laurel Mountain), a 58 percent equity-method investment in Caiman Energy II, LLC (Caiman II), and Appalachia Midstream Services, LLC, which owns equity-method investments with an approximate average 66 percent interest in multiple gas gathering systems in the Marcellus Shale (Appalachia Midstream Investments). West is comprised of our gas gathering, processing, and treating operations in the Rocky Mountain region of Colorado and Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of northwest Louisiana, and the Mid-Continent region which includes the Anadarko, Arkoma, and Permian basins. This segment also includes our natural gas liquid (NGL) and natural gas marketing business, storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, a 50 percent equity-method investment in Overland Pass Pipeline Company LLC, a 50 percent equity-method investment in Rocky Mountain Midstream Holdings LLC (RMM), and a 15 percent equity-method investment in Brazos Permian II, LLC (Brazos Permian II). West also included our former 50 percent equity-method investment in Jackalope Gas Gathering Services, L.L.C., which was sold in April 2019. 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, including effects of financial distress caused by recent financial and commodity market declines, 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 result in impairment. Accounting standards issued and adopted In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13). ASU 2016-13 changed 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 are required to use a forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. We adopted ASU 2016-13 effective January 1, 2020, which primarily applied to our short-term trade receivables. There was no cumulative effect adjustment to retained earnings upon adoption. The majority of our trade receivable balances are due within 30 days. We monitor the credit quality of our counterparties through review of collection trends, credit ratings, and other analyses, such as bankruptcy monitoring. Financial assets from our natural gas transmission business and gathering and transportation business are segregated into separate pools for evaluation due to different counterparty risks inherent in each business. Changes in counterparty risk factors could lead to reassessment of the composition of our financial assets as separate pools or the need for additional pools. We calculate our allowance for credit losses incorporating an aging method. In estimating our expected credit losses, we utilized historical loss rates over many years, which included periods of both high and low commodity prices. Commodity prices could have a significant impact on a portion of our gathering and processing counterparties’ financial health and ability to satisfy current liabilities. Our expected credit loss estimate considered both internal and external forward-looking commodity price expectations, as well as counterparty credit ratings, and factors impacting their near-term liquidity. In addition, our expected credit loss estimate considered potential contractual, physical, and commercial protections and outcomes in the case of a counterparty bankruptcy. The physical location and nature of our services help to mitigate collectability concerns of our gathering and processing producer customers. Our gathering lines are physically connected to the wellhead and may be located in areas with limited service provider options, making it very costly to replicate by another provider. As such, our gathering assets play a critical role in our customers’ ability to generate operating cash flows. Commodity price movements generally do not impact the majority of our natural gas transmission businesses customers’ financial condition. Past due accounts are generally written off against the allowance for doubtful accounts only after all collection attempts have been exhausted. We do not have a material amount of significantly aged receivables at March 31, 2020. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions [Text Block] | Note 2 – Acquisitions UEOM As of December 31, 2018, we owned a 62 percent interest in Utica East Ohio Midstream LLC (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. Total consideration paid, including post-closing adjustments, was $741 million in cash funded through credit facility borrowings and cash on hand, net of $13 million cash acquired. As a result of acquiring this additional interest, we obtained control of and consolidated UEOM. The acquisition of UEOM was accounted for as a business combination, which requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their acquisition date fair values. In March 2019, based on the transaction price for our purchase of the remaining interest in UEOM as finalized just prior to the acquisition, we recognized a $74 million noncash impairment loss related to our existing 62 percent interest (see Note 11 – 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 impairment recognized just prior to closing the acquisition of the additional interest. Northeast JV Concurrent with the UEOM acquisition, we executed an agreement whereby we contributed our consolidated interests in UEOM and our Ohio Valley midstream business to a newly formed partnership. In June 2019, our partner invested approximately $1.33 billion for a 35 percent ownership interest, and we retained 65 percent ownership of, as well as operate and consolidate, the Northeast JV business. The change in ownership due to this transaction increased Noncontrolling interests in consolidated subsidiaries by $567 million , and decreased Capital in excess of par value by $426 million and Deferred income tax liabilities by $141 million in the Consolidated Balance Sheet in 2019. The goodwill recognized in the UEOM acquisition of $187 million (includes a $1 million adjustment recorded in the first quarter of 2020) was impaired during the first quarter of 2020. Our partner’s $65 million share of this impairment is reflected within Net income (loss) attributable to noncontrolling interests in the Consolidated Statement of Operations (see Note 11 – Fair Value Measurements and Guarantees ). |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue Recognition [Abstract] | |
Revenue Recognition [Text Block] | Note 3 – Revenue Recognition Revenue by Category The following table presents our revenue disaggregated by major service line: Transco Northwest Pipeline Gulf of Mexico Midstream Northeast Midstream West Midstream Other Eliminations Total (Millions) Three Months Ended March 31, 2020 Revenues from contracts with customers: Service revenues: Regulated interstate natural gas transportation and storage $ 604 $ 115 $ — $ — $ — $ — $ (2 ) $ 717 Gathering, processing, transportation, fractionation, and storage: Monetary consideration — — 99 312 299 — (22 ) 688 Commodity consideration — — 5 2 21 — — 28 Other 3 — 6 41 9 — (5 ) 54 Total service revenues 607 115 110 355 329 — (29 ) 1,487 Product Sales: NGL and natural gas 20 — 32 29 359 — (29 ) 411 Total revenues from contracts with customers 627 115 142 384 688 — (58 ) 1,898 Other revenues (1) — — 2 5 3 8 (3 ) 15 Total revenues $ 627 $ 115 $ 144 $ 389 $ 691 $ 8 $ (61 ) $ 1,913 Three Months Ended March 31, 2019 Revenues from contracts with customers: Service revenues: Regulated interstate natural gas transportation and storage $ 570 $ 114 $ — $ — $ — $ — $ — $ 684 Gathering, processing, transportation, fractionation, and storage: Monetary consideration — — 128 239 344 — (18 ) 693 Commodity consideration — — 13 5 46 — — 64 Other — — 4 32 11 — (4 ) 43 Total service revenues 570 114 145 276 401 — (22 ) 1,484 Product Sales: NGL and natural gas 24 — 58 47 479 — (58 ) 550 Total revenues from contracts with customers 594 114 203 323 880 — (80 ) 2,034 Other revenues (1) 3 — 4 5 4 7 (3 ) 20 Total revenues $ 597 $ 114 $ 207 $ 328 $ 884 $ 7 $ (83 ) $ 2,054 ______________________________ (1) Revenues not within the scope of Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers,” consist of leasing revenues associated with our headquarters building and management fees that we receive for certain services we provide to operated equity-method investments, which are reported in Service revenues in our Consolidated Statement of Operations , and amounts associated with our derivative contracts, which are reported in Product sales in our Consolidated Statement of Operations . Contract Assets The following table presents a reconciliation of our contract assets: Three Months Ended 2020 2019 (Millions) Balance at beginning of period $ 8 $ 4 Revenue recognized in excess of amounts invoiced 23 19 Minimum volume commitments invoiced (13 ) (1 ) Balance at end of period $ 18 $ 22 Contract Liabilities The following table presents a reconciliation of our contract liabilities: Three Months Ended 2020 2019 (Millions) Balance at beginning of period $ 1,215 $ 1,397 Payments received and deferred 28 33 Significant financing component 3 4 Recognized in revenue (57 ) (99 ) Balance at end of period $ 1,189 $ 1,335 Remaining Performance Obligations Remaining performance obligations primarily include reservation charges on contracted capacity for our gas pipeline firm transportation contracts with customers, storage capacity contracts, long-term contracts containing minimum volume commitments associated with our midstream businesses, and fixed payments associated with offshore production handling. For our interstate natural gas pipeline businesses, remaining performance obligations reflect the rates for such services in our current Federal Energy Regulatory Commission (FERC) tariffs 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 are not currently known. Our remaining performance obligations exclude variable consideration, including contracts with variable consideration for which we have elected the practical expedient for consideration recognized in revenue as billed. Certain of our contracts contain evergreen and other renewal provisions for periods beyond the initial term of the contract. The remaining performance obligation amounts as of March 31, 2020 , do not consider potential future performance obligations for which the renewal has not been exercised and excludes contracts with customers for which the underlying facilities have not received FERC authorization to be placed into service. Consideration received prior to March 31, 2020 , that will be recognized in future periods is also excluded from our remaining performance obligations and is instead reflected in contract liabilities. The following table presents the amount of the contract liabilities balance expected to be recognized as revenue when performance obligations are satisfied and the transaction price allocated to the remaining performance obligations under certain contracts as of March 31, 2020 . Contract Liabilities Remaining Performance Obligations (Millions) 2020 (remainder) $ 110 $ 2,552 2021 132 3,293 2022 117 3,149 2023 107 2,640 2024 99 2,350 Thereafter 624 18,985 Total $ 1,189 $ 32,969 Accounts Receivable The following is a summary of our Trade accounts and other receivables – net : March 31, 2020 December 31, 2019 (Millions) Accounts receivable related to revenues from contracts with customers $ 791 $ 890 Other accounts receivable 139 106 Total reflected in Trade accounts and other receivables – net $ 930 $ 996 |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2020 | |
Variable Interest Entity Disclosures [Abstract] | |
Variable Interest Entities [Text Block] | Note 4 – Variable Interest Entities Consolidated VIEs As of March 31, 2020 , we consolidate the following VIEs: Northeast JV We own a 65 percent interest in the Northeast JV, a subsidiary that is a VIE due to certain of our voting rights being disproportionate to our obligation to absorb losses and substantially all of the Northeast JV’s activities being performed on our behalf. We are the primary beneficiary because we have the power to direct the activities that most significantly impact the Northeast JV’s economic performance. The Northeast JV provides midstream services for producers in the Marcellus Shale and Utica Shale regions. Future expansion activity is expected to be funded with capital contributions from us and the other equity partner on a proportional basis. Gulfstar One We own a 51 percent interest in 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. We are the primary beneficiary because we have the power to direct the activities that most significantly impact Gulfstar One’s economic performance. Cardinal We own a 66 percent interest in Cardinal, a subsidiary that provides gathering services for the Utica Shale region and is a VIE due to certain risks shared with customers. We are the primary beneficiary because we 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 us and the other equity partner on a proportional basis. The following table presents amounts included in our Consolidated Balance Sheet that are only for the use or obligation of our consolidated VIEs: March 31, December 31, (Millions) Assets (liabilities): Cash and cash equivalents $ 100 $ 102 Trade accounts and other receivables – net 170 167 Other current assets and deferred charges 3 5 Property, plant, and equipment – net 5,685 5,745 Intangible assets – net of accumulated amortization 2,454 2,669 Regulatory assets, deferred charges, and other 12 13 Accounts payable (44 ) (58 ) Accrued liabilities (54 ) (66 ) Regulatory liabilities, deferred income, and other (285 ) (283 ) Nonconsolidated VIEs Brazos Permian II We own a 15 percent interest in Brazos Permian II, which provides gathering and processing services in the Delaware basin and is a VIE due primarily to our limited participating rights as the minority equity holder. During the first quarter of 2020 we recorded an impairment of our equity-method investment in Brazos Permian II (see Note 11 – Fair Value Measurements and Guarantees ). Our exposure to loss is limited to the carrying value of our investment. |
Investing Activities
Investing Activities | 3 Months Ended |
Mar. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investing Activities [Text Block] | Note 5 – Investing Activities Equity earnings (losses) for the three months ended March 31, 2020, includes $78 million associated with the full impairment of goodwill recognized by our investee RMM, which was allocated entirely to our member interest per the terms of the membership agreement. Impairment of equity-method investments for the three months ended March 31, 2020, includes $938 million associated with the impairment of equity-method investments (see Note 11 – Fair Value Measurements and Guarantees ). |
Provision (Benefit) for Income
Provision (Benefit) for Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Provision (Benefit) for Income Taxes [Text Block] | Note 6 – Provision (Benefit) for Income Taxes The Provision (benefit) for income taxes includes: Three Months Ended 2020 2019 (Millions) Current: Federal $ (28 ) $ (6 ) State 1 — (27 ) (6 ) Deferred: Federal (134 ) 61 State (43 ) 14 (177 ) 75 Provision (benefit) for income taxes $ (204 ) $ 69 The effective income tax rate for the total provision (benefit) for both the three months ended March 31, 2020 and 2019 is greater than the federal statutory rate, primarily due to the effect of state income taxes. 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. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share [Text Block] | Note 7 – Earnings (Loss) Per Common Share Three Months Ended 2020 2019 (Dollars in millions, except per-share amounts; shares in thousands) Net income (loss) available to common stockholders $ (518 ) $ 194 Basic weighted-average shares 1,213,019 1,211,489 Effect of dilutive securities: Nonvested restricted stock units — 1,845 Stock options — 258 Diluted weighted-average shares (1) 1,213,019 1,213,592 Earnings (loss) per common share: Basic $ (.43 ) $ .16 Diluted $ (.43 ) $ .16 __________ (1) For the three months ended March 31, 2020 , 1.3 million weighted-average nonvested restricted stock units have been excluded from the computation of diluted earnings (loss) per common share as their inclusion would be antidilutive due to our loss available to common stockholders. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans [Text Block] | Note 8 – Employee Benefit Plans Net periodic benefit cost (credit) is as follows: Pension Benefits Three Months Ended 2020 2019 (Millions) Components of net periodic benefit cost (credit): Service cost $ 8 $ 11 Interest cost 10 12 Expected return on plan assets (13 ) (15 ) Amortization of net actuarial loss 4 4 Net actuarial loss from settlements 6 — Net periodic benefit cost (credit) $ 15 $ 12 Other Postretirement Benefits Three Months Ended 2020 2019 (Millions) Components of net periodic benefit cost (credit): Interest cost $ 2 $ 2 Expected return on plan assets (3 ) (2 ) Reclassification to regulatory liability 1 — Net periodic benefit cost (credit) $ — $ — 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 Operations . During the three months ended March 31, 2020 , we contributed $1 million to our other postretirement benefit plans. We presently anticipate making additional contributions of approximately $13 million to our pension plans and approximately $4 million to our other postretirement benefit plans in the remainder of 2020 . |
Debt and Banking Arrangements
Debt and Banking Arrangements | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt and Banking Arrangements [Text Block] | Note 9 – Debt and Banking Arrangements Long-Term Debt Retirements We retired $1.5 billion of 5.25 percent senior unsecured notes that matured on March 15, 2020. We retired $14 million of 8.75 percent senior unsecured notes that matured on January 15, 2020. Commercial Paper Program At March 31, 2020, no commercial paper was outstanding under our $4 billion commercial paper program. Credit Facilities March 31, 2020 Stated Capacity Outstanding (Millions) Long-term credit facility (1) $ 4,500 $ 1,700 Letters of credit under certain bilateral bank agreements 14 (1) In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity [Text Block] | Note 10 – Stockholders’ Equity Stockholder Rights Agreement On March 19, 2020, our board of directors approved the adoption of a limited duration stockholder rights agreement (Rights Agreement) and declared a distribution of one preferred stock purchase right for each outstanding share of common stock. The Rights Agreement is intended to protect the interests of us and our stockholders by reducing the likelihood of another party gaining control of or significant influence over us without paying an appropriate premium considering recent volatile markets. Each preferred stock purchase right represents the right to purchase, upon certain terms and conditions, one one-thousandth of a share of Series C Participating Cumulative Preferred Stock, $1.00 par value per share. Each one-thousandth of a share of Series C Participating Cumulative Preferred Stock, if issued, would have rights similar to one share of our common stock. The distribution of preferred stock purchase rights occurred on March 30, 2020, to holders of record as of the close of business on that date. The Rights Agreement expires on March 20, 2021. Please see our Current Report on Form 8-K dated March 20, 2020, for additional details of the Rights Agreement. AOCI The following table presents the changes in AOCI by component, net of income taxes: Cash Flow Hedges Foreign Currency Translation Pension and Other Postretirement Benefits Total (Millions) Balance at December 31, 2019 $ (2 ) $ (1 ) $ (196 ) $ (199 ) Other comprehensive income (loss) before reclassifications — — (14 ) (14 ) Amounts reclassified from accumulated other comprehensive income (loss) — — 8 8 Other comprehensive income (loss) — — (6 ) (6 ) Balance at March 31, 2020 $ (2 ) $ (1 ) $ (202 ) $ (205 ) Reclassifications out of AOCI are presented in the following table by component for the three months ended March 31, 2020 : Component Reclassifications Classification (Millions) Pension and other postretirement benefits: Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit) $ 10 Other income (expense) – net below Operating income (loss) Income tax benefit (2 ) Provision (benefit) for income taxes Reclassifications during the period $ 8 |
Fair Value Measurements and Gua
Fair Value Measurements and Guarantees | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Guarantees [Text Block] | Note 11 – 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, 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 Carrying Amount Fair Value Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (Millions) Assets (liabilities) at March 31, 2020: Measured on a recurring basis: ARO Trust investments $ 188 $ 188 $ 188 $ — $ — Energy derivative assets designated as hedging instruments 2 2 2 — — Energy derivative assets not designated as hedging instruments 2 2 2 — — Energy derivative liabilities not designated as hedging instruments (5 ) (5 ) (3 ) — (2 ) Additional disclosures: Long-term debt, including current portion (22,476 ) (22,531 ) — (22,531 ) — Guarantees (41 ) (27 ) — (11 ) (16 ) Assets (liabilities) at December 31, 2019: Measured on a recurring basis: ARO Trust investments $ 201 $ 201 $ 201 $ — $ — Energy derivative assets not designated as hedging instruments 1 1 1 — — Energy derivative liabilities not designated as hedging instruments (3 ) (3 ) (1 ) — (2 ) Additional disclosures: Long-term debt, including current portion (22,288 ) (25,319 ) — (25,319 ) — Guarantees (41 ) (27 ) — (11 ) (16 ) 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. 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 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 derivative assets are reported in Other current assets and deferred charges and Regulatory assets, deferred charges, and other in the Consolidated Balance Sheet. Energy derivative liabilities are reported in Accrued liabilities and Regulatory liabilities, deferred income, and other in the Consolidated Balance Sheet. Additional fair value disclosures 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 $28 million at March 31, 2020 . 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 agreement 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. Nonrecurring fair value measurements During the first quarter of 2020, we observed a significant decline in the publicly traded price of our common stock (NYSE: WMB), which declined 40 percent during the quarter, including a 26 percent decline in the month of March. These changes were generally attributed to recent macroeconomic and geopolitical conditions, including significant declines in crude oil prices driven by both surplus supply and a decrease in demand caused by the novel coronavirus (COVID-19) pandemic. As a result of these conditions, we performed an interim assessment of the goodwill associated with our Northeast G&P reporting unit as of March 31, 2020. This goodwill resulted from the March 2019 acquisition of UEOM (see Note 2 – Acquisitions ). The assessment considered the total fair value of the businesses within the Northeast G&P reporting unit, which were determined using income and market approaches. We utilized internally developed industry weighted-average discount rates and estimates of valuation multiples of comparable publicly traded gathering and processing companies. In assessing the fair value as of the March 31, 2020 measurement date, we were required to consider recent publicly available indications of value, which included lower observed publicly traded EBITDA (earnings before interest, taxes, depreciation, and amortization) market multiples as compared with recent history and significantly higher industry weighted-average discount rates. The fair value of the reporting unit was further reconciled to our estimated total enterprise value as of March 31, 2020, which considered observable valuation multiples of comparable publicly traded companies applied to each distinct business including the Northeast G&P reporting unit. This assessment indicated that the estimated fair value of the Northeast G&P reporting unit was below its carrying value, including goodwill. As a result of this Level 3 measurement, we recognized a full impairment charge of $187 million as of March 31, 2020, in Impairment of goodwill in the Consolidated Statement of Operations . Our partner’s $65 million share of this impairment is reflected within Net income (loss) attributable to noncontrolling interests in the Consolidated Statement of Operations (see Note 2 – Acquisitions ). 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, except as specifically noted. Impairments Three Months Ended Segment Date of Measurement Fair Value 2020 2019 (Millions) Impairment of certain assets: Certain idle gathering assets (1) West March 31, 2019 $ — $ 12 Impairment of equity-method investments: RMM (2) West March 31, 2020 $ 557 $ 243 Brazos Permian II (2) West March 31, 2020 — 193 Caiman II (3) Northeast G&P March 31, 2020 191 229 Appalachia Midstream Investments (3) Northeast G&P March 31, 2020 2,700 127 Aux Sable (3) Northeast G&P March 31, 2020 7 39 Laurel Mountain (3) Northeast G&P March 31, 2020 236 10 Discovery (3) Transmission & Gulf of Mexico March 31, 2020 367 97 UEOM (4) Northeast G&P March 17, 2019 1,210 $ 74 Impairment of equity-method investments $ 938 $ 74 _______________ (1) Reflects impairment of Property, plant, and equipment – net that is no longer in use for which the fair value was determined to be lower than the carrying value. This impairment is reported in Other (income) expense – net within Costs and expenses in the Consolidated Statement of Operations . (2) Following the previously described declining market conditions during the first quarter of 2020, we evaluated these investments for other-than-temporary impairment. The fair value was measured using an income approach. Both investees operate in primarily oil-driven basins where significant expected reductions in producer activities led to reduced estimates of expected future cash flows. Our fair value estimates also reflected discount rates of approximately 17 percent for these investments. We also considered any debt held at the investee level, and its impact to fair value. The industry weighted-average discount rates utilized were significantly influenced by the recent market declines previously discussed. (3) Following the previously described declining market conditions during the first quarter of 2020, we evaluated these investments for other-than-temporary impairment. The impairments within our Northeast G&P segment are primarily associated with operations in wet-gas areas where producer drilling activities are influenced by NGL prices which historically trend with crude oil prices. The fair values of our investments in Caiman II and Aux Sable Liquid Products LP (Aux Sable) were estimated using a market approach, reflecting valuation multiples ranging from 5.0 x to 6.2 x EBITDA (weighted-average 6.0 x). The fair values of the other investments were estimated using an income approach, with discount rates ranging from 9.7 percent to 13.5 percent (weighted-average 12.6 percent ). We also considered any debt held at the investee level, and its impact to fair value. The assumed valuation multiples and industry weighted-average discount rates utilized were both significantly influenced by the recent market declines previously discussed. (4) The estimated fair value was determined by a market approach based on the transaction price for the purchase of the remaining interest in UEOM as finalized just prior to the signing and closing of the acquisition in March 2019 (see Note 2 – Acquisitions ). These inputs resulted in a fair value measurement within Level 2 of the fair value hierarchy. |
Contingent Liabilities
Contingent Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liabilities [Text Block] | Note 12 – 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 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 was remanded to the Nevada federal district court and subsequently has been remanded to its originally filed court, the Kansas 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 case to the Nevada federal district court. We reached an agreement to settle two of the actions, and on April 22, 2019, the Nevada federal district court preliminarily approved the settlements, which are on behalf of Kansas and Missouri class members. The final fairness hearing on the settlement occurred August 5, 2019, and a final judgment of dismissal with prejudice was entered the same day. Two putative class actions remain unresolved, and they have been remanded to their originally filed court, the Wisconsin federal district court. Trial is scheduled to begin June 14, 2021. 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. 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 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 primarily 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 were remanded to the Alaska Superior Court. 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. The State of Alaska later announced the discovery of additional contaminants per- and polyfluoralkyl (PFOS and PFOA) offsite of the refinery, and the Court permitted the State of Alaska to amend its complaint to add a claim for offsite PFOS/PFOA contamination. The Court subsequently remanded the offsite PFOS/PFOA claims to the Alaska Department of Environmental Conservation for investigation and stayed the claims pending their potential resolution at the administrative agency. Several trial dates encompassing all three cases have been scheduled and stricken. In the summer of 2019, the Court deconsolidated the cases for purposes of trial. A bench trial on all claims except North Pole’s claims began in October 2019. In January 2020, the Alaska Superior Court issued its Memorandum of Decision finding in favor of the State of Alaska and FHRA, with the total incurred and potential future damages estimated to be $86 million . The Court found that FHRA is not entitled to contractual indemnification from us because FHRA contributed to the sulfolane contamination. On March 23, 2020, the Court entered final judgment in the case. Filing deadlines have been stayed until May 1, 2020. However, on April 21, 2020, we filed a Notice of Appeal. We also expect to file post-judgment motions. These post-trial motions will be resolved before the appeal. We have recorded an accrued liability in the amount of our estimate of the probable loss. It is reasonably possible that we may not be successful on appeal and could ultimately pay up to the amount of judgment. 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. That customer has reached a tentative settlement to resolve substantially all Pennsylvania royalty cases pending, which settlement would apply to both the customer and us. The settlement as reported would not 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 (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. 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. 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 struck the trial setting and re-scheduled trial for June 8 through June 11 and June 15, 2020; due to COVID-19, the court struck the setting and has re-scheduled trial for August 31 through September 4, 2020. Former Olefins Business SABIC Petrochemicals, the other interest owner in our former Geismar, Louisiana, olefins facility 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 began on October 14, 2019, as scheduled, but on October 21, 2019, the Court declared a mistrial due to the conduct of an officer of SABIC Petrochemicals and SABIC Petrochemicals’ expert witness. Trial is currently reset for November 4, 2020. 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. In October 2019, we reached an agreement on the terms of a settlement with the participants that would resolve all issues in the rate case without the need for a hearing, and on December 31, 2019, we filed a formal stipulation and agreement with the FERC setting forth such terms of settlement. On March 24, 2020, the FERC issued an order approving the uncontested rate case settlement, which will become effective on June 1, 2020. As of March 31, 2020 , we have provided a $248 million reserve for rate refunds related to increased rates collected since March 2019, 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 of March 31, 2020 , we have accrued liabilities totaling $30 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, 2020 , 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. These rulemakings include, but are not limited to, rules for reciprocating internal combustion engine and combustion turbine maximum achievable control technology, air quality standards for one-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. The EPA previously issued its rule regarding National Ambient Air Quality Standards for ground-level ozone. We are monitoring the rule’s implementation as it 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, 2020 , we have accrued liabilities of $4 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, 2020 , we have accrued liabilities totaling $6 million for these costs. Former operations 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 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, 2020 , we have accrued environmental liabilities of $20 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 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, 2020 , 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. |
Segment Disclosures
Segment Disclosures | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Disclosures [Text Block] | Note 13 – Segment Disclosures Our reportable segments are Transmission & Gulf of Mexico, Northeast G&P, and West. All remaining business activities are included in Other. (See Note 1 – General, Description of Business, and Basis of Presentation .) Performance Measurement We evaluate segment operating performance based upon Modified EBITDA . This measure represents the basis of our internal financial reporting and is the primary 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: ◦ Provision (benefit) for income taxes; ◦ Interest incurred, net of interest capitalized; ◦ Equity earnings (losses); ◦ 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. The following table reflects the reconciliation of Segment revenues to Total revenues as reported in the Consolidated Statement of Operations and Total assets by reportable segment. Transmission & Gulf of Mexico Northeast G&P West Other Eliminations Total (Millions) Three Months Ended March 31, 2020 Segment revenues: Service revenues External $ 814 $ 344 $ 311 $ 5 $ — $ 1,474 Internal 15 14 — 3 (32 ) — Total service revenues 829 358 311 8 (32 ) 1,474 Total service revenues – commodity consideration 5 2 21 — — 28 Product sales External 41 23 347 — — 411 Internal 11 6 12 — (29 ) — Total product sales 52 29 359 — (29 ) 411 Total revenues $ 886 $ 389 $ 691 $ 8 $ (61 ) $ 1,913 Three Months Ended March 31, 2019 Segment revenues: Service revenues External $ 811 $ 266 $ 359 $ 4 $ — $ 1,440 Internal 12 10 — 3 (25 ) — Total service revenues 823 276 359 7 (25 ) 1,440 Total service revenues – commodity consideration 13 5 46 — — 64 Product sales External 52 36 462 — — 550 Internal 30 11 17 — (58 ) — Total product sales 82 47 479 — (58 ) 550 Total revenues $ 918 $ 328 $ 884 $ 7 $ (83 ) $ 2,054 March 31, 2020 Total assets $ 18,656 $ 14,702 $ 10,619 $ 1,309 $ (657 ) $ 44,629 December 31, 2019 Total assets $ 18,796 $ 15,399 $ 11,265 $ 1,151 $ (571 ) $ 46,040 The following table reflects the reconciliation of Modified EBITDA to Net income (loss) as reported in the Consolidated Statement of Operations . Three Months Ended 2020 2019 (Millions) Modified EBITDA by segment: Transmission & Gulf of Mexico $ 662 $ 636 Northeast G&P 369 299 West 215 256 Other 7 (4 ) 1,253 1,187 Accretion expense associated with asset retirement obligations for nonregulated operations (10 ) (9 ) Depreciation and amortization expenses (429 ) (416 ) Impairment of goodwill (187 ) — Equity earnings (losses) 22 80 Impairment of equity-method investments (938 ) (74 ) Other investing income (loss) – net 3 1 Proportional Modified EBITDA of equity-method investments (192 ) (190 ) Interest expense (296 ) (296 ) (Provision) benefit for income taxes 204 (69 ) Net income (loss) $ (570 ) $ 214 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue Recognition [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table presents our revenue disaggregated by major service line: Transco Northwest Pipeline Gulf of Mexico Midstream Northeast Midstream West Midstream Other Eliminations Total (Millions) Three Months Ended March 31, 2020 Revenues from contracts with customers: Service revenues: Regulated interstate natural gas transportation and storage $ 604 $ 115 $ — $ — $ — $ — $ (2 ) $ 717 Gathering, processing, transportation, fractionation, and storage: Monetary consideration — — 99 312 299 — (22 ) 688 Commodity consideration — — 5 2 21 — — 28 Other 3 — 6 41 9 — (5 ) 54 Total service revenues 607 115 110 355 329 — (29 ) 1,487 Product Sales: NGL and natural gas 20 — 32 29 359 — (29 ) 411 Total revenues from contracts with customers 627 115 142 384 688 — (58 ) 1,898 Other revenues (1) — — 2 5 3 8 (3 ) 15 Total revenues $ 627 $ 115 $ 144 $ 389 $ 691 $ 8 $ (61 ) $ 1,913 Three Months Ended March 31, 2019 Revenues from contracts with customers: Service revenues: Regulated interstate natural gas transportation and storage $ 570 $ 114 $ — $ — $ — $ — $ — $ 684 Gathering, processing, transportation, fractionation, and storage: Monetary consideration — — 128 239 344 — (18 ) 693 Commodity consideration — — 13 5 46 — — 64 Other — — 4 32 11 — (4 ) 43 Total service revenues 570 114 145 276 401 — (22 ) 1,484 Product Sales: NGL and natural gas 24 — 58 47 479 — (58 ) 550 Total revenues from contracts with customers 594 114 203 323 880 — (80 ) 2,034 Other revenues (1) 3 — 4 5 4 7 (3 ) 20 Total revenues $ 597 $ 114 $ 207 $ 328 $ 884 $ 7 $ (83 ) $ 2,054 ______________________________ (1) Revenues not within the scope of Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers,” consist of leasing revenues associated with our headquarters building and management fees that we receive for certain services we provide to operated equity-method investments, which are reported in Service revenues in our Consolidated Statement of Operations , and amounts associated with our derivative contracts, which are reported in Product sales in our Consolidated Statement of Operations |
Contract with Customer, Asset and Liability [Table Text Block] | The following table presents a reconciliation of our contract assets: Three Months Ended 2020 2019 (Millions) Balance at beginning of period $ 8 $ 4 Revenue recognized in excess of amounts invoiced 23 19 Minimum volume commitments invoiced (13 ) (1 ) Balance at end of period $ 18 $ 22 Contract Liabilities The following table presents a reconciliation of our contract liabilities: Three Months Ended 2020 2019 (Millions) Balance at beginning of period $ 1,215 $ 1,397 Payments received and deferred 28 33 Significant financing component 3 4 Recognized in revenue (57 ) (99 ) Balance at end of period $ 1,189 $ 1,335 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block] | Remaining performance obligations primarily include reservation charges on contracted capacity for our gas pipeline firm transportation contracts with customers, storage capacity contracts, long-term contracts containing minimum volume commitments associated with our midstream businesses, and fixed payments associated with offshore production handling. For our interstate natural gas pipeline businesses, remaining performance obligations reflect the rates for such services in our current Federal Energy Regulatory Commission (FERC) tariffs 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 are not currently known. Our remaining performance obligations exclude variable consideration, including contracts with variable consideration for which we have elected the practical expedient for consideration recognized in revenue as billed. Certain of our contracts contain evergreen and other renewal provisions for periods beyond the initial term of the contract. The remaining performance obligation amounts as of March 31, 2020 , do not consider potential future performance obligations for which the renewal has not been exercised and excludes contracts with customers for which the underlying facilities have not received FERC authorization to be placed into service. Consideration received prior to March 31, 2020 , that will be recognized in future periods is also excluded from our remaining performance obligations and is instead reflected in contract liabilities. The following table presents the amount of the contract liabilities balance expected to be recognized as revenue when performance obligations are satisfied and the transaction price allocated to the remaining performance obligations under certain contracts as of March 31, 2020 . Contract Liabilities Remaining Performance Obligations (Millions) 2020 (remainder) $ 110 $ 2,552 2021 132 3,293 2022 117 3,149 2023 107 2,640 2024 99 2,350 Thereafter 624 18,985 Total $ 1,189 $ 32,969 |
Contract With Customer Accounts Receivable [Table Text Block] | The following is a summary of our Trade accounts and other receivables – net : March 31, 2020 December 31, 2019 (Millions) Accounts receivable related to revenues from contracts with customers $ 791 $ 890 Other accounts receivable 139 106 Total reflected in Trade accounts and other receivables – net $ 930 $ 996 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Variable Interest Entity Disclosures [Abstract] | |
Schedule of Variable Interest Entities [Table Text Block] | The following table presents amounts included in our Consolidated Balance Sheet that are only for the use or obligation of our consolidated VIEs: March 31, December 31, (Millions) Assets (liabilities): Cash and cash equivalents $ 100 $ 102 Trade accounts and other receivables – net 170 167 Other current assets and deferred charges 3 5 Property, plant, and equipment – net 5,685 5,745 Intangible assets – net of accumulated amortization 2,454 2,669 Regulatory assets, deferred charges, and other 12 13 Accounts payable (44 ) (58 ) Accrued liabilities (54 ) (66 ) Regulatory liabilities, deferred income, and other (285 ) (283 ) |
Provision (Benefit) for Incom_2
Provision (Benefit) for Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The Provision (benefit) for income taxes includes: Three Months Ended 2020 2019 (Millions) Current: Federal $ (28 ) $ (6 ) State 1 — (27 ) (6 ) Deferred: Federal (134 ) 61 State (43 ) 14 (177 ) 75 Provision (benefit) for income taxes $ (204 ) $ 69 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share [Table Text Block] | Three Months Ended 2020 2019 (Dollars in millions, except per-share amounts; shares in thousands) Net income (loss) available to common stockholders $ (518 ) $ 194 Basic weighted-average shares 1,213,019 1,211,489 Effect of dilutive securities: Nonvested restricted stock units — 1,845 Stock options — 258 Diluted weighted-average shares (1) 1,213,019 1,213,592 Earnings (loss) per common share: Basic $ (.43 ) $ .16 Diluted $ (.43 ) $ .16 __________ (1) For the three months ended March 31, 2020 , 1.3 million weighted-average nonvested restricted stock units have been excluded from the computation of diluted earnings (loss) per common share as their inclusion would be antidilutive due to our loss available to common stockholders. |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs [Table Text Block] | Net periodic benefit cost (credit) is as follows: Pension Benefits Three Months Ended 2020 2019 (Millions) Components of net periodic benefit cost (credit): Service cost $ 8 $ 11 Interest cost 10 12 Expected return on plan assets (13 ) (15 ) Amortization of net actuarial loss 4 4 Net actuarial loss from settlements 6 — Net periodic benefit cost (credit) $ 15 $ 12 Other Postretirement Benefits Three Months Ended 2020 2019 (Millions) Components of net periodic benefit cost (credit): Interest cost $ 2 $ 2 Expected return on plan assets (3 ) (2 ) Reclassification to regulatory liability 1 — Net periodic benefit cost (credit) $ — $ — |
Debt and Banking Arrangements (
Debt and Banking Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Line of Credit Facilities [Table Text Block] | Credit Facilities March 31, 2020 Stated Capacity Outstanding (Millions) Long-term credit facility (1) $ 4,500 $ 1,700 Letters of credit under certain bilateral bank agreements 14 (1) In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Income (Loss) [Table Text Block] | AOCI The following table presents the changes in AOCI by component, net of income taxes: Cash Flow Hedges Foreign Currency Translation Pension and Other Postretirement Benefits Total (Millions) Balance at December 31, 2019 $ (2 ) $ (1 ) $ (196 ) $ (199 ) Other comprehensive income (loss) before reclassifications — — (14 ) (14 ) Amounts reclassified from accumulated other comprehensive income (loss) — — 8 8 Other comprehensive income (loss) — — (6 ) (6 ) Balance at March 31, 2020 $ (2 ) $ (1 ) $ (202 ) $ (205 ) |
Reclassifications Out Of Accumulated Other Comprehensive Income [Table Text Block] | Reclassifications out of AOCI are presented in the following table by component for the three months ended March 31, 2020 : Component Reclassifications Classification (Millions) Pension and other postretirement benefits: Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit) $ 10 Other income (expense) – net below Operating income (loss) Income tax benefit (2 ) Provision (benefit) for income taxes Reclassifications during the period $ 8 |
Fair Value Measurements and G_2
Fair Value Measurements and Guarantees (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Assets and Liabilities Measured On Recurring Basis [Table Text Block] | 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, 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 Carrying Amount Fair Value Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (Millions) Assets (liabilities) at March 31, 2020: Measured on a recurring basis: ARO Trust investments $ 188 $ 188 $ 188 $ — $ — Energy derivative assets designated as hedging instruments 2 2 2 — — Energy derivative assets not designated as hedging instruments 2 2 2 — — Energy derivative liabilities not designated as hedging instruments (5 ) (5 ) (3 ) — (2 ) Additional disclosures: Long-term debt, including current portion (22,476 ) (22,531 ) — (22,531 ) — Guarantees (41 ) (27 ) — (11 ) (16 ) Assets (liabilities) at December 31, 2019: Measured on a recurring basis: ARO Trust investments $ 201 $ 201 $ 201 $ — $ — Energy derivative assets not designated as hedging instruments 1 1 1 — — Energy derivative liabilities not designated as hedging instruments (3 ) (3 ) (1 ) — (2 ) Additional disclosures: Long-term debt, including current portion (22,288 ) (25,319 ) — (25,319 ) — Guarantees (41 ) (27 ) — (11 ) (16 ) |
Fair Value Measurements, Nonrecurring [Table Text Block] | 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, except as specifically noted. Impairments Three Months Ended Segment Date of Measurement Fair Value 2020 2019 (Millions) Impairment of certain assets: Certain idle gathering assets (1) West March 31, 2019 $ — $ 12 Impairment of equity-method investments: RMM (2) West March 31, 2020 $ 557 $ 243 Brazos Permian II (2) West March 31, 2020 — 193 Caiman II (3) Northeast G&P March 31, 2020 191 229 Appalachia Midstream Investments (3) Northeast G&P March 31, 2020 2,700 127 Aux Sable (3) Northeast G&P March 31, 2020 7 39 Laurel Mountain (3) Northeast G&P March 31, 2020 236 10 Discovery (3) Transmission & Gulf of Mexico March 31, 2020 367 97 UEOM (4) Northeast G&P March 17, 2019 1,210 $ 74 Impairment of equity-method investments $ 938 $ 74 _______________ (1) Reflects impairment of Property, plant, and equipment – net that is no longer in use for which the fair value was determined to be lower than the carrying value. This impairment is reported in Other (income) expense – net within Costs and expenses in the Consolidated Statement of Operations . (2) Following the previously described declining market conditions during the first quarter of 2020, we evaluated these investments for other-than-temporary impairment. The fair value was measured using an income approach. Both investees operate in primarily oil-driven basins where significant expected reductions in producer activities led to reduced estimates of expected future cash flows. Our fair value estimates also reflected discount rates of approximately 17 percent for these investments. We also considered any debt held at the investee level, and its impact to fair value. The industry weighted-average discount rates utilized were significantly influenced by the recent market declines previously discussed. (3) Following the previously described declining market conditions during the first quarter of 2020, we evaluated these investments for other-than-temporary impairment. The impairments within our Northeast G&P segment are primarily associated with operations in wet-gas areas where producer drilling activities are influenced by NGL prices which historically trend with crude oil prices. The fair values of our investments in Caiman II and Aux Sable Liquid Products LP (Aux Sable) were estimated using a market approach, reflecting valuation multiples ranging from 5.0 x to 6.2 x EBITDA (weighted-average 6.0 x). The fair values of the other investments were estimated using an income approach, with discount rates ranging from 9.7 percent to 13.5 percent (weighted-average 12.6 percent ). We also considered any debt held at the investee level, and its impact to fair value. The assumed valuation multiples and industry weighted-average discount rates utilized were both significantly influenced by the recent market declines previously discussed. (4) The estimated fair value was determined by a market approach based on the transaction price for the purchase of the remaining interest in UEOM as finalized just prior to the signing and closing of the acquisition in March 2019 (see Note 2 – Acquisitions ). These inputs resulted in a fair value measurement within Level 2 of the fair value hierarchy. |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | The following table reflects the reconciliation of Segment revenues to Total revenues as reported in the Consolidated Statement of Operations and Total assets by reportable segment. Transmission & Gulf of Mexico Northeast G&P West Other Eliminations Total (Millions) Three Months Ended March 31, 2020 Segment revenues: Service revenues External $ 814 $ 344 $ 311 $ 5 $ — $ 1,474 Internal 15 14 — 3 (32 ) — Total service revenues 829 358 311 8 (32 ) 1,474 Total service revenues – commodity consideration 5 2 21 — — 28 Product sales External 41 23 347 — — 411 Internal 11 6 12 — (29 ) — Total product sales 52 29 359 — (29 ) 411 Total revenues $ 886 $ 389 $ 691 $ 8 $ (61 ) $ 1,913 Three Months Ended March 31, 2019 Segment revenues: Service revenues External $ 811 $ 266 $ 359 $ 4 $ — $ 1,440 Internal 12 10 — 3 (25 ) — Total service revenues 823 276 359 7 (25 ) 1,440 Total service revenues – commodity consideration 13 5 46 — — 64 Product sales External 52 36 462 — — 550 Internal 30 11 17 — (58 ) — Total product sales 82 47 479 — (58 ) 550 Total revenues $ 918 $ 328 $ 884 $ 7 $ (83 ) $ 2,054 March 31, 2020 Total assets $ 18,656 $ 14,702 $ 10,619 $ 1,309 $ (657 ) $ 44,629 December 31, 2019 Total assets $ 18,796 $ 15,399 $ 11,265 $ 1,151 $ (571 ) $ 46,040 |
Reconciliation of Modified EBITDA to Net Income (Loss) [Table Text Block] | The following table reflects the reconciliation of Modified EBITDA to Net income (loss) as reported in the Consolidated Statement of Operations . Three Months Ended 2020 2019 (Millions) Modified EBITDA by segment: Transmission & Gulf of Mexico $ 662 $ 636 Northeast G&P 369 299 West 215 256 Other 7 (4 ) 1,253 1,187 Accretion expense associated with asset retirement obligations for nonregulated operations (10 ) (9 ) Depreciation and amortization expenses (429 ) (416 ) Impairment of goodwill (187 ) — Equity earnings (losses) 22 80 Impairment of equity-method investments (938 ) (74 ) Other investing income (loss) – net 3 1 Proportional Modified EBITDA of equity-method investments (192 ) (190 ) Interest expense (296 ) (296 ) (Provision) benefit for income taxes 204 (69 ) Net income (loss) $ (570 ) $ 214 |
General, Description of Busin_2
General, Description of Business, and Basis of Presentation (Details) | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2020 | Apr. 30, 2019 | |
Northeast JV [Member] | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 65.00% | ||
Williams Companies Inc [Member] | Transmission And Gulf Of Mexico [Member] | Gulfstar One [Member] | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Variable Interest Entity Ownership Percentage | 51.00% | ||
Williams Companies Inc [Member] | Northeast G And P [Member] | Northeast JV [Member] | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Variable Interest Entity Ownership Percentage | 65.00% | ||
Williams Companies Inc [Member] | Northeast G And P [Member] | Cardinal Gas Services LLC [Member] | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Variable Interest Entity Ownership Percentage | 66.00% | ||
Williams Companies Inc [Member] | Northeast G And P [Member] | Appalachia Midstream Services, LLC [Member] | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 66.00% | ||
Williams Companies Inc [Member] | West [Member] | Conway Fractionator [Member] | |||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 50.00% | ||
Gulfstream Natural Gas System, LLC [Member] | Transmission And Gulf Of Mexico [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Discovery Producer Services LLC [Member] | Transmission And Gulf Of Mexico [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 60.00% | ||
Laurel Mountain Midstream, LLC [Member] | Northeast G And P [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 69.00% | ||
Caiman Energy II [Member] | Northeast G And P [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 58.00% | ||
Overland Pass Pipeline Company LLC [Member] | West [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Rocky Mountain Midstream Holdings LLC [Member] | West [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% | ||
Brazos Permian II LLC [Member] | West [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 15.00% | ||
Jackalope Gas Gathering Services LLC [Member] | West [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investment, Ownership Percentage | 50.00% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Millions | Mar. 18, 2019 | Mar. 17, 2019 | Jun. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||||||
Impairment of equity-method investments | $ 938 | $ 74 | ||||||
Impairment of goodwill (Note 11) | 187 | 0 | ||||||
Noncontrolling Interests | ||||||||
Business Acquisition [Line Items] | ||||||||
Impairment of goodwill (Note 11) | 65 | |||||||
Northeast JV [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 35.00% | |||||||
Subsidiary of Limited Liability Company or Limited Partnership, Ownership Interest | 65.00% | |||||||
Northeast JV [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Noncontrolling Interest in Joint Ventures | $ 1,330 | |||||||
Increase (Decrease) in Deferred Income Taxes | $ (141) | |||||||
Northeast JV [Member] | Noncontrolling Interests | ||||||||
Business Acquisition [Line Items] | ||||||||
Changes in ownership of consolidated subsidiaries, net | 567 | |||||||
Northeast JV [Member] | Capital in excess of par value [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Changes in ownership of consolidated subsidiaries, net | $ (426) | |||||||
Utica East Ohio Midstream, LLC Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 741 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 13 | |||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain (Loss), Net | 0 | |||||||
Goodwill | $ 187 | |||||||
Goodwill, Other Increase (Decrease) | $ (1) | |||||||
Utica East Ohio Midstream, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Equity Method Investment, Ownership Percentage | 62.00% | |||||||
Utica East Ohio Midstream, LLC [Member] | Fair Value, Nonrecurring [Member] | Level 2 [Member] | Northeast G And P [Member] | Impairment Of Equity-Method Investments [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Impairment of equity-method investments | $ 74 | [1] | $ 74 | |||||
Utica East Ohio Midstream, LLC [Member] | Utica East Ohio Midstream, LLC Acquisition [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 38.00% | |||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 62.00% | |||||||
[1] | The estimated fair value was determined by a market approach based on the transaction price for the purchase of the remaining interest in UEOM as finalized just prior to the signing and closing of the acquisition in March 2019 (see Note 2 – Acquisitions ). These inputs resulted in a fair value measurement within Level 2 of the fair value hierarchy. |
Revenue Recognition Revenue by
Revenue Recognition Revenue by Category (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,898 | $ 2,034 | |
Revenue Not from Contract with Customer | [1] | 15 | 20 |
Total revenues | 1,913 | 2,054 | |
Regulated Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 717 | 684 | |
NonRegulated Service Monetary Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 688 | 693 | |
NonRegulated Service Commodity Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 28 | 64 | |
Total revenues | 28 | 64 | |
Other Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 54 | 43 | |
Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,487 | 1,484 | |
Total revenues | 1,474 | 1,440 | |
NGL And Natural Gas Product Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 411 | 550 | |
Transco [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 627 | 594 | |
Revenue Not from Contract with Customer | [1] | 0 | 3 |
Total revenues | 627 | 597 | |
Transco [Member] | Regulated Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 604 | 570 | |
Transco [Member] | NonRegulated Service Monetary Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Transco [Member] | NonRegulated Service Commodity Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Transco [Member] | Other Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 3 | 0 | |
Transco [Member] | Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 607 | 570 | |
Transco [Member] | NGL And Natural Gas Product Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 20 | 24 | |
Northwest Pipeline [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 115 | 114 | |
Revenue Not from Contract with Customer | [1] | 0 | 0 |
Total revenues | 115 | 114 | |
Northwest Pipeline [Member] | Regulated Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 115 | 114 | |
Northwest Pipeline [Member] | NonRegulated Service Monetary Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Northwest Pipeline [Member] | NonRegulated Service Commodity Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Northwest Pipeline [Member] | Other Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Northwest Pipeline [Member] | Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 115 | 114 | |
Northwest Pipeline [Member] | NGL And Natural Gas Product Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Transmission And Gulf Of Mexico Midstream [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 142 | 203 | |
Revenue Not from Contract with Customer | [1] | 2 | 4 |
Total revenues | 144 | 207 | |
Transmission And Gulf Of Mexico Midstream [Member] | Regulated Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Transmission And Gulf Of Mexico Midstream [Member] | NonRegulated Service Monetary Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 99 | 128 | |
Transmission And Gulf Of Mexico Midstream [Member] | NonRegulated Service Commodity Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 5 | 13 | |
Transmission And Gulf Of Mexico Midstream [Member] | Other Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 6 | 4 | |
Transmission And Gulf Of Mexico Midstream [Member] | Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 110 | 145 | |
Transmission And Gulf Of Mexico Midstream [Member] | NGL And Natural Gas Product Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 32 | 58 | |
Northeast Midstream [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 384 | 323 | |
Revenue Not from Contract with Customer | [1] | 5 | 5 |
Total revenues | 389 | 328 | |
Northeast Midstream [Member] | Regulated Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Northeast Midstream [Member] | NonRegulated Service Monetary Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 312 | 239 | |
Northeast Midstream [Member] | NonRegulated Service Commodity Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 2 | 5 | |
Northeast Midstream [Member] | Other Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 41 | 32 | |
Northeast Midstream [Member] | Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 355 | 276 | |
Northeast Midstream [Member] | NGL And Natural Gas Product Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 29 | 47 | |
West Midstream [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 688 | 880 | |
Revenue Not from Contract with Customer | [1] | 3 | 4 |
Total revenues | 691 | 884 | |
West Midstream [Member] | Regulated Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
West Midstream [Member] | NonRegulated Service Monetary Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 299 | 344 | |
West Midstream [Member] | NonRegulated Service Commodity Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 21 | 46 | |
West Midstream [Member] | Other Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 9 | 11 | |
West Midstream [Member] | Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 329 | 401 | |
West Midstream [Member] | NGL And Natural Gas Product Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 359 | 479 | |
Other [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Revenue Not from Contract with Customer | [1] | 8 | 7 |
Total revenues | 8 | 7 | |
Other [Member] | Regulated Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Other [Member] | NonRegulated Service Monetary Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Other [Member] | NonRegulated Service Commodity Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Other [Member] | Other Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Other [Member] | Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Other [Member] | NGL And Natural Gas Product Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Intersegment Eliminations [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | (58) | (80) | |
Revenue Not from Contract with Customer | [1] | (3) | (3) |
Total revenues | (61) | (83) | |
Intersegment Eliminations [Member] | Regulated Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | (2) | 0 | |
Intersegment Eliminations [Member] | NonRegulated Service Monetary Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | (22) | (18) | |
Intersegment Eliminations [Member] | NonRegulated Service Commodity Consideration [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 0 | 0 | |
Intersegment Eliminations [Member] | Other Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | (5) | (4) | |
Intersegment Eliminations [Member] | Service [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | (29) | (22) | |
Intersegment Eliminations [Member] | NGL And Natural Gas Product Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ (29) | $ (58) | |
[1] | Revenues not within the scope of Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers,” consist of leasing revenues associated with our headquarters building and management fees that we receive for certain services we provide to operated equity-method investments, which are reported in Service revenues in our Consolidated Statement of Operations , and amounts associated with our derivative contracts, which are reported in Product sales in our Consolidated Statement of Operations . |
Revenue Recognition Contract As
Revenue Recognition Contract Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition [Abstract] | ||||
Contract with Customer, Asset, after Allowance for Credit Loss | $ 18 | $ 22 | $ 8 | $ 4 |
Contract with Customer, Asset, Cumulative Catch-up Adjustment to Revenue, Change in Measure of Progress | 23 | 19 | ||
Contract with Customer, Asset, Reclassified to Receivable | $ (13) | $ (1) |
Revenue Recognition Contract Li
Revenue Recognition Contract Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Contract With Customer, Liability [Line Items] | ||
Contract with Customer, Liability - Beginning of Period | $ 1,215 | $ 1,397 |
Contract with Customer, Liability, Cumulative Catch-up Adjustment to Revenue, Change in Measure of Progress | 28 | 33 |
ContractLiabilityNoncashInterestExpenseSignificantFinancingObligation | 3 | 4 |
Contract with Customer, Liability, Revenue Recognized | (57) | (99) |
Contract with Customer, Liability - End of Period | $ 1,189 | $ 1,335 |
Revenue Recognition Contract _2
Revenue Recognition Contract Liabilities Performance Obligations (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Contract with Customer, Liability | $ 1,189 | $ 1,215 | $ 1,335 | $ 1,397 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Contract with Customer, Liability | 110 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Contract with Customer, Liability | 132 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Contract with Customer, Liability | 117 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Contract with Customer, Liability | 107 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Contract with Customer, Liability | 99 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Contract with Customer, Liability | 624 | |||
Performance Obligations Related To Contract Liabilities [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, Remaining Performance Obligation, Amount | $ 2,552 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 9 months | |||
Performance Obligations Related To Contract Liabilities [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, Remaining Performance Obligation, Amount | $ 3,293 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |||
Performance Obligations Related To Contract Liabilities [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, Remaining Performance Obligation, Amount | $ 3,149 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |||
Performance Obligations Related To Contract Liabilities [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, Remaining Performance Obligation, Amount | $ 2,640 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |||
Performance Obligations Related To Contract Liabilities [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, Remaining Performance Obligation, Amount | $ 2,350 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |||
Performance Obligations Related To Contract Liabilities [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Revenue, Remaining Performance Obligation, Amount | $ 32,969 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period |
Revenue Recognition Remaining P
Revenue Recognition Remaining Performance Obligations (Details) - Remaining Performance Obligations [Member] | Mar. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period |
Revenue Recognition Accounts Re
Revenue Recognition Accounts Receivable (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, Net, Current | $ 930 | $ 996 |
Accounts Receivable Related To Contracts With Customers [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, Net, Current | 791 | 890 |
Other Accounts Receivable [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Receivables, Net, Current | $ 139 | $ 106 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | ||
Assets | $ 44,629 | $ 46,040 |
Variable Interest Entity, Primary Beneficiary [Member] | Cash and cash equivalents [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets | 100 | 102 |
Variable Interest Entity, Primary Beneficiary [Member] | Trade accounts and other receivables - net [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets | 170 | 167 |
Variable Interest Entity, Primary Beneficiary [Member] | Other current assets and deferred charges [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets | 3 | 5 |
Variable Interest Entity, Primary Beneficiary [Member] | Property, plant, and equipment - net [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets | 5,685 | 5,745 |
Variable Interest Entity, Primary Beneficiary [Member] | Intangible assets - net of accumulated amortization [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets | 2,454 | 2,669 |
Variable Interest Entity, Primary Beneficiary [Member] | Regulatory assets, deferred charges, and other [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets | 12 | 13 |
Variable Interest Entity, Primary Beneficiary [Member] | Accounts payable [Member] | ||
Variable Interest Entity [Line Items] | ||
Liabilities | (44) | (58) |
Variable Interest Entity, Primary Beneficiary [Member] | Accrued liabilities [Member] | ||
Variable Interest Entity [Line Items] | ||
Liabilities | (54) | (66) |
Variable Interest Entity, Primary Beneficiary [Member] | Regulatory liabilities, deferred income, and other [Member] | ||
Variable Interest Entity [Line Items] | ||
Liabilities | $ (285) | $ (283) |
Variable Interest Entity, Primary Beneficiary [Member] | Northeast JV [Member] | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entity Ownership Percentage | 65.00% | |
Variable Interest Entity, Primary Beneficiary [Member] | Gulfstar One [Member] | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entity Ownership Percentage | 51.00% | |
Variable Interest Entity, Primary Beneficiary [Member] | Cardinal Gas Services LLC [Member] | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entity Ownership Percentage | 66.00% | |
Variable Interest Entity, Not Primary Beneficiary [Member] | Brazos Permian II LLC [Member] | Investments [Member] | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entity Ownership Percentage | 15.00% |
Investing Activities (Details)
Investing Activities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | ||
Equity earnings (losses) | $ 22 | $ 80 |
Impairment of equity-method investments (Note 11) | 938 | $ 74 |
Rocky Mountain Midstream Holdings LLC [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity earnings (losses) | $ (78) |
Provision (Benefit) for Incom_3
Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Current: | ||
Federal | $ (28) | $ (6) |
State | 1 | 0 |
Total | (27) | (6) |
Deferred: | ||
Federal | (134) | 61 |
State | (43) | 14 |
Total | (177) | 75 |
Provision (benefit) for income taxes | $ (204) | $ 69 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share Table [Line Items] | ||
Net income (loss) available to common stockholders | $ (518) | $ 194 |
Basic weighted-average shares | 1,213,019 | 1,211,489 |
Effect of dilutive securities: | ||
Diluted weighted-average shares (1) | 1,213,019 | 1,213,592 |
Earnings (loss) per common share: | ||
Basic | $ (0.43) | $ 0.16 |
Diluted | $ (0.43) | $ 0.16 |
Nonvested restricted stock units [Member] | ||
Effect of dilutive securities: | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 1,845 |
Stock Options [Member] | ||
Effect of dilutive securities: | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 258 |
Nonvested restricted stock units [Member] | ||
Earnings Loss Per Common Share from Continuing Operations Textuals [Abstract] | ||
Number of weighted-average shares excluded from computation of diluted earnings per common share | 1,300 |
Employee Benefit Plans (Quarter
Employee Benefit Plans (Quarterly Info) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Pension Benefits [Member] | ||
Components of net periodic benefit cost (credit): | ||
Service cost | $ 8 | $ 11 |
Interest cost | 10 | 12 |
Expected return on plan assets | (13) | (15) |
Amortization of net actuarial loss | 4 | 4 |
Net actuarial loss from settlements | 6 | 0 |
Net periodic benefit cost (credit) | 15 | 12 |
Estimated future employer contributions in current fiscal year | 13 | |
Other Postretirement Benefits [Member] | ||
Components of net periodic benefit cost (credit): | ||
Interest cost | 2 | 2 |
Expected return on plan assets | (3) | (2) |
Reclassification to regulatory liability | 1 | 0 |
Net periodic benefit cost (credit) | 0 | $ 0 |
Employer contributions | 1 | |
Estimated future employer contributions in current fiscal year | $ 4 |
Debt and Banking Arrangements L
Debt and Banking Arrangements Long-Term Debt Issuances and Retirements (Details 1) - Williams Companies Inc [Member] - USD ($) $ in Millions | Mar. 15, 2020 | Jan. 15, 2020 |
5.25 Percent Senior Unsecured Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Extinguishment of Debt, Amount | $ 1,500 | |
Long-term debt interest rate | 5.25% | |
8.75 Percent Senior Unsecured Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Extinguishment of Debt, Amount | $ 14 | |
Long-term debt interest rate | 8.75% |
Debt and Banking Arrangements C
Debt and Banking Arrangements Credit Facilities and Commercial Paper (Details 2) - Williams Companies Inc [Member] $ in Millions | Mar. 31, 2020USD ($) | |
Credit Facility and Commercial Paper [Line Items] | ||
Credit facility, capacity | $ 4,500 | [1] |
Credit facility, loans outstanding | 1,700 | [1] |
Commercial Paper [Member] | ||
Credit Facility and Commercial Paper [Line Items] | ||
Credit facility, capacity | 4,000 | |
Commercial paper, outstanding | 0 | |
Letters Of Credit Under Certain Bilateral Bank Agreements [Member] | ||
Credit Facility and Commercial Paper [Line Items] | ||
Credit facility, letters of credit outstanding | $ 14 | |
[1] | In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program. |
Stockholders' Equity Issuance O
Stockholders' Equity Issuance Of Preferred Shares (Details) | Mar. 19, 2020$ / sharesshares |
Series C Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.001 |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 1 |
Dividend Declared [Member] | |
Class of Stock [Line Items] | |
Class of Warrant or Right, Outstanding | 1 |
Stockholders' Equity Table Of C
Stockholders' Equity Table Of Changes In AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total, Beginning Balance | $ (199) | |
Other comprehensive income (loss) | (6) | $ 3 |
Total, Ending Balance | (205) | |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total, Beginning Balance | (199) | |
Other comprehensive income (loss) before reclassifications | (14) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 8 | |
Other comprehensive income (loss) | (6) | $ 3 |
Total, Ending Balance | (205) | |
Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total, Beginning Balance | (2) | |
Other comprehensive income (loss) before reclassifications | 0 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | |
Other comprehensive income (loss) | 0 | |
Total, Ending Balance | (2) | |
Foreign Currency Translation | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total, Beginning Balance | (1) | |
Other comprehensive income (loss) before reclassifications | 0 | |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | |
Other comprehensive income (loss) | 0 | |
Total, Ending Balance | (1) | |
Pension and Other Postretirement Benefits | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total, Beginning Balance | (196) | |
Other comprehensive income (loss) before reclassifications | (14) | |
Amounts reclassified from accumulated other comprehensive income (loss) | 8 | |
Other comprehensive income (loss) | (6) | |
Total, Ending Balance | $ (202) |
Stockholders' Equity Table Of R
Stockholders' Equity Table Of Reclassifications from AOCI (Details) - Reclassification out of Accumulated Other Comprehensive Income [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |
Income tax benefit | $ (2) |
Reclassifications during the period | 8 |
Pension and Other Postretirement Benefits | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit) | $ 10 |
Fair Value Measurements and G_3
Fair Value Measurements and Guarantees Recurring Measurements and Additional (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Carrying Amount [Member] | ||
Additional disclosures: | ||
Long-term debt, including current portion | $ (22,476) | $ (22,288) |
Guarantees | (41) | (41) |
Fair Value [Member] | ||
Additional disclosures: | ||
Long-term debt, including current portion | (22,531) | (25,319) |
Guarantees | (27) | (27) |
Level 1 [Member] | ||
Additional disclosures: | ||
Long-term debt, including current portion | 0 | 0 |
Guarantees | 0 | 0 |
Level 2 [Member] | ||
Additional disclosures: | ||
Long-term debt, including current portion | (22,531) | (25,319) |
Guarantees | (11) | (11) |
Level 3 [Member] | ||
Additional disclosures: | ||
Long-term debt, including current portion | 0 | 0 |
Guarantees | (16) | (16) |
Fair Value, Recurring [Member] | Carrying Amount [Member] | ||
Measured on a recurring basis: | ||
ARO Trust investments | 188 | 201 |
Fair Value, Recurring [Member] | Carrying Amount [Member] | Designated as Hedging Instrument [Member] | ||
Measured on a recurring basis: | ||
Energy derivative assets | 2 | |
Fair Value, Recurring [Member] | Carrying Amount [Member] | Not Designated as Hedging Instrument [Member] | ||
Measured on a recurring basis: | ||
Energy derivative assets | 2 | 1 |
Energy derivative liabilities | (5) | (3) |
Fair Value, Recurring [Member] | Fair Value [Member] | ||
Measured on a recurring basis: | ||
ARO Trust investments | 188 | 201 |
Fair Value, Recurring [Member] | Fair Value [Member] | Designated as Hedging Instrument [Member] | ||
Measured on a recurring basis: | ||
Energy derivative assets | 2 | |
Fair Value, Recurring [Member] | Fair Value [Member] | Not Designated as Hedging Instrument [Member] | ||
Measured on a recurring basis: | ||
Energy derivative assets | 2 | 1 |
Energy derivative liabilities | (5) | (3) |
Fair Value, Recurring [Member] | Level 1 [Member] | ||
Measured on a recurring basis: | ||
ARO Trust investments | 188 | 201 |
Fair Value, Recurring [Member] | Level 1 [Member] | Designated as Hedging Instrument [Member] | ||
Measured on a recurring basis: | ||
Energy derivative assets | 2 | |
Fair Value, Recurring [Member] | Level 1 [Member] | Not Designated as Hedging Instrument [Member] | ||
Measured on a recurring basis: | ||
Energy derivative assets | 2 | 1 |
Energy derivative liabilities | (3) | (1) |
Fair Value, Recurring [Member] | Level 2 [Member] | ||
Measured on a recurring basis: | ||
ARO Trust investments | 0 | 0 |
Fair Value, Recurring [Member] | Level 2 [Member] | Designated as Hedging Instrument [Member] | ||
Measured on a recurring basis: | ||
Energy derivative assets | 0 | |
Fair Value, Recurring [Member] | Level 2 [Member] | Not Designated as Hedging Instrument [Member] | ||
Measured on a recurring basis: | ||
Energy derivative assets | 0 | 0 |
Energy derivative liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Measured on a recurring basis: | ||
ARO Trust investments | 0 | 0 |
Fair Value, Recurring [Member] | Level 3 [Member] | Designated as Hedging Instrument [Member] | ||
Measured on a recurring basis: | ||
Energy derivative assets | 0 | |
Fair Value, Recurring [Member] | Level 3 [Member] | Not Designated as Hedging Instrument [Member] | ||
Measured on a recurring basis: | ||
Energy derivative assets | 0 | 0 |
Energy derivative liabilities | (2) | $ (2) |
WilTel Guarantee [Member] | ||
Additional disclosures: | ||
Guarantor Obligations, Maximum Exposure, Undiscounted | 28 | |
Indemnification Agreement [Member] | Carrying Amount [Member] | ||
Additional disclosures: | ||
Guarantees | $ 0 |
Fair Value Measurements and G_4
Fair Value Measurements and Guarantees Nonrecurring Measurements (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 17, 2019 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Share Price Change | 26.00% | 40.00% | ||||||
Impairment of goodwill (Note 11) | $ 187 | $ 0 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Impairment of equity-method investments (Note 11) | 938 | 74 | ||||||
Fair Value, Nonrecurring [Member] | Level 3 [Member] | Property, Plant, and Equipment, net [Member] | West [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Fair Value of Property, Plant, and Equipment | [1] | $ 0 | 0 | |||||
Fair Value, Nonrecurring [Member] | Level 3 [Member] | Impairment Of Certain Assets [Member] | West [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Tangible Asset Impairment Charges | [1] | $ 12 | ||||||
Williams Companies Inc [Member] | Appalachia Midstream Services, LLC [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Investments [Member] | Northeast G And P [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Investments, Fair Value Disclosure | [2] | $ 2,700 | $ 2,700 | 2,700 | ||||
Williams Companies Inc [Member] | Appalachia Midstream Services, LLC [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Impairment Of Equity-Method Investments [Member] | Northeast G And P [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Impairment of equity-method investments (Note 11) | [2] | 127 | ||||||
Rocky Mountain Midstream Holdings LLC [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Investments [Member] | West [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Investments, Fair Value Disclosure | [3] | 557 | $ 557 | $ 557 | ||||
Rocky Mountain Midstream Holdings LLC [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Impairment Of Equity-Method Investments [Member] | West [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Impairment of equity-method investments (Note 11) | [3] | $ 243 | ||||||
Rocky Mountain Midstream Holdings LLC [Member] | Measurement Input, Discount Rate [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Investments Fair Value Inputs | 17.00% | 17.00% | 17.00% | |||||
Brazos Permian II LLC [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Investments [Member] | West [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Investments, Fair Value Disclosure | [3] | $ 0 | $ 0 | $ 0 | ||||
Brazos Permian II LLC [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Impairment Of Equity-Method Investments [Member] | West [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Impairment of equity-method investments (Note 11) | [3] | $ 193 | ||||||
Brazos Permian II LLC [Member] | Measurement Input, Discount Rate [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Investments Fair Value Inputs | 17.00% | 17.00% | 17.00% | |||||
Caiman Energy II [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Investments [Member] | Northeast G And P [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Investments, Fair Value Disclosure | [2] | $ 191 | $ 191 | $ 191 | ||||
Caiman Energy II [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Impairment Of Equity-Method Investments [Member] | Northeast G And P [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Impairment of equity-method investments (Note 11) | [2] | 229 | ||||||
Aux Sable Liquid Products LP [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Investments [Member] | Northeast G And P [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Investments, Fair Value Disclosure | [2] | 7 | 7 | 7 | ||||
Aux Sable Liquid Products LP [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Impairment Of Equity-Method Investments [Member] | Northeast G And P [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Impairment of equity-method investments (Note 11) | [2] | 39 | ||||||
Laurel Mountain Midstream, LLC [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Investments [Member] | Northeast G And P [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Investments, Fair Value Disclosure | [2] | 236 | 236 | 236 | ||||
Laurel Mountain Midstream, LLC [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Impairment Of Equity-Method Investments [Member] | Northeast G And P [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Impairment of equity-method investments (Note 11) | [2] | 10 | ||||||
Discovery Producer Services LLC [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Investments [Member] | Transmission And Gulf Of Mexico [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Investments, Fair Value Disclosure | [2] | 367 | $ 367 | $ 367 | ||||
Discovery Producer Services LLC [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Impairment Of Equity-Method Investments [Member] | Transmission And Gulf Of Mexico [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Impairment of equity-method investments (Note 11) | [2] | $ 97 | ||||||
Utica East Ohio Midstream, LLC [Member] | Fair Value, Nonrecurring [Member] | Level 2 [Member] | Investments [Member] | Northeast G And P [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Investments, Fair Value Disclosure | [4] | $ 1,210 | ||||||
Utica East Ohio Midstream, LLC [Member] | Fair Value, Nonrecurring [Member] | Level 2 [Member] | Impairment Of Equity-Method Investments [Member] | Northeast G And P [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ||||||||
Impairment of equity-method investments (Note 11) | $ 74 | [4] | $ 74 | |||||
Minimum [Member] | Caiman Energy II And Aux Sable Liquid Products LP [Member] | Measurement Input, EBITDA Multiple [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Investments Fair Value Inputs | 500.00% | 500.00% | 500.00% | |||||
Minimum [Member] | Appalachia Midstream Services LLC And Laurel Mountain Midstream LLC And Discovery Producer Services LLC [Member] | Measurement Input, Discount Rate [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Investments Fair Value Inputs | 9.70% | 9.70% | 9.70% | |||||
Maximum [Member] | Caiman Energy II And Aux Sable Liquid Products LP [Member] | Measurement Input, EBITDA Multiple [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Investments Fair Value Inputs | 620.00% | 620.00% | 620.00% | |||||
Maximum [Member] | Appalachia Midstream Services LLC And Laurel Mountain Midstream LLC And Discovery Producer Services LLC [Member] | Measurement Input, Discount Rate [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Investments Fair Value Inputs | 13.50% | 13.50% | 13.50% | |||||
Weighted Average [Member] | Caiman Energy II And Aux Sable Liquid Products LP [Member] | Measurement Input, EBITDA Multiple [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Investments Fair Value Inputs | 600.00% | 600.00% | 600.00% | |||||
Weighted Average [Member] | Appalachia Midstream Services LLC And Laurel Mountain Midstream LLC And Discovery Producer Services LLC [Member] | Measurement Input, Discount Rate [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Investments Fair Value Inputs | 12.60% | 12.60% | 12.60% | |||||
Noncontrolling Interests | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Impairment of goodwill (Note 11) | $ 65 | |||||||
[1] | Reflects impairment of Property, plant, and equipment – net that is no longer in use for which the fair value was determined to be lower than the carrying value. This impairment is reported in Other (income) expense – net within Costs and expenses in the Consolidated Statement of Operations | |||||||
[2] | Following the previously described declining market conditions during the first quarter of 2020, we evaluated these investments for other-than-temporary impairment. The impairments within our Northeast G&P segment are primarily associated with operations in wet-gas areas where producer drilling activities are influenced by NGL prices which historically trend with crude oil prices. The fair values of our investments in Caiman II and Aux Sable Liquid Products LP (Aux Sable) were estimated using a market approach, reflecting valuation multiples ranging from 5.0 x to 6.2 x EBITDA (weighted-average 6.0 x). The fair values of the other investments were estimated using an income approach, with discount rates ranging from 9.7 percent to 13.5 percent (weighted-average 12.6 percent ). We also considered any debt held at the investee level, and its impact to fair value. The assumed valuation multiples and industry weighted-average discount rates utilized were both significantly influenced by the recent market declines previously discussed. | |||||||
[3] | Following the previously described declining market conditions during the first quarter of 2020, we evaluated these investments for other-than-temporary impairment. The fair value was measured using an income approach. Both investees operate in primarily oil-driven basins where significant expected reductions in producer activities led to reduced estimates of expected future cash flows. Our fair value estimates also reflected discount rates of approximately 17 percent for these investments. We also considered any debt held at the investee level, and its impact to fair value. The industry weighted-average discount rates utilized were significantly influenced by the recent market declines previously discussed. | |||||||
[4] | The estimated fair value was determined by a market approach based on the transaction price for the purchase of the remaining interest in UEOM as finalized just prior to the signing and closing of the acquisition in March 2019 (see Note 2 – Acquisitions ). These inputs resulted in a fair value measurement within Level 2 of the fair value hierarchy. |
Contingent Liabilities (Details
Contingent Liabilities (Details) - USD ($) $ in Millions | May 20, 2016 | Jan. 31, 2020 | Mar. 31, 2020 |
Loss Contingencies [Line Items] | |||
Customer Refund Liability, Current | $ 248 | ||
Accrued environmental loss liabilities | 30 | ||
Former Alaska Refinery [Member] | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Damages Awarded, Value | $ 86 | ||
Energy Transfer Merger [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency, damages sought, value | $ 1,480 | ||
Gas Pipeline [Member] | |||
Loss Contingencies [Line Items] | |||
Accrued environmental loss liabilities | 4 | ||
Natural Gas Under Ground Storage Facilities [Member] | |||
Loss Contingencies [Line Items] | |||
Accrued environmental loss liabilities | 6 | ||
Former Operations [Member] | |||
Loss Contingencies [Line Items] | |||
Accrued environmental loss liabilities | $ 20 |
Segment Disclosures Reconciliat
Segment Disclosures Reconciliation of Segment Revenues to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment revenues | ||
Revenues | $ 1,913 | $ 2,054 |
Intersegment Elimination [Member] | ||
Segment revenues | ||
Revenues | (61) | (83) |
Operating Segments [Member] | Transmission And Gulf Of Mexico [Member] | ||
Segment revenues | ||
Revenues | 886 | 918 |
Operating Segments [Member] | Northeast G And P [Member] | ||
Segment revenues | ||
Revenues | 389 | 328 |
Operating Segments [Member] | West [Member] | ||
Segment revenues | ||
Revenues | 691 | 884 |
Operating Segments [Member] | Other [Member] | ||
Segment revenues | ||
Revenues | 8 | 7 |
Service [Member] | ||
Segment revenues | ||
Revenues | 1,474 | 1,440 |
Service [Member] | Transmission And Gulf Of Mexico [Member] | ||
Segment revenues | ||
Revenues | 814 | 811 |
Service [Member] | Northeast G And P [Member] | ||
Segment revenues | ||
Revenues | 344 | 266 |
Service [Member] | West [Member] | ||
Segment revenues | ||
Revenues | 311 | 359 |
Service [Member] | Other [Member] | ||
Segment revenues | ||
Revenues | 5 | 4 |
Service [Member] | Intersegment Elimination [Member] | ||
Segment revenues | ||
Revenues | (32) | (25) |
Service [Member] | Intersegment Elimination [Member] | Transmission And Gulf Of Mexico [Member] | ||
Segment revenues | ||
Revenues | (15) | (12) |
Service [Member] | Intersegment Elimination [Member] | Northeast G And P [Member] | ||
Segment revenues | ||
Revenues | (14) | (10) |
Service [Member] | Intersegment Elimination [Member] | West [Member] | ||
Segment revenues | ||
Revenues | 0 | 0 |
Service [Member] | Intersegment Elimination [Member] | Other [Member] | ||
Segment revenues | ||
Revenues | (3) | (3) |
Service [Member] | Operating Segments [Member] | Transmission And Gulf Of Mexico [Member] | ||
Segment revenues | ||
Revenues | 829 | 823 |
Service [Member] | Operating Segments [Member] | Northeast G And P [Member] | ||
Segment revenues | ||
Revenues | 358 | 276 |
Service [Member] | Operating Segments [Member] | West [Member] | ||
Segment revenues | ||
Revenues | 311 | 359 |
Service [Member] | Operating Segments [Member] | Other [Member] | ||
Segment revenues | ||
Revenues | 8 | 7 |
NonRegulated Service Commodity Consideration [Member] | ||
Segment revenues | ||
Revenues | 28 | 64 |
NonRegulated Service Commodity Consideration [Member] | Intersegment Elimination [Member] | ||
Segment revenues | ||
Revenues | 0 | 0 |
NonRegulated Service Commodity Consideration [Member] | Operating Segments [Member] | Transmission And Gulf Of Mexico [Member] | ||
Segment revenues | ||
Revenues | 5 | 13 |
NonRegulated Service Commodity Consideration [Member] | Operating Segments [Member] | Northeast G And P [Member] | ||
Segment revenues | ||
Revenues | 2 | 5 |
NonRegulated Service Commodity Consideration [Member] | Operating Segments [Member] | West [Member] | ||
Segment revenues | ||
Revenues | 21 | 46 |
NonRegulated Service Commodity Consideration [Member] | Operating Segments [Member] | Other [Member] | ||
Segment revenues | ||
Revenues | 0 | 0 |
Product [Member] | ||
Segment revenues | ||
Revenues | 411 | 550 |
Product [Member] | Transmission And Gulf Of Mexico [Member] | ||
Segment revenues | ||
Revenues | 41 | 52 |
Product [Member] | Northeast G And P [Member] | ||
Segment revenues | ||
Revenues | 23 | 36 |
Product [Member] | West [Member] | ||
Segment revenues | ||
Revenues | 347 | 462 |
Product [Member] | Other [Member] | ||
Segment revenues | ||
Revenues | 0 | 0 |
Product [Member] | Intersegment Elimination [Member] | ||
Segment revenues | ||
Revenues | (29) | (58) |
Product [Member] | Intersegment Elimination [Member] | Transmission And Gulf Of Mexico [Member] | ||
Segment revenues | ||
Revenues | (11) | (30) |
Product [Member] | Intersegment Elimination [Member] | Northeast G And P [Member] | ||
Segment revenues | ||
Revenues | (6) | (11) |
Product [Member] | Intersegment Elimination [Member] | West [Member] | ||
Segment revenues | ||
Revenues | (12) | (17) |
Product [Member] | Intersegment Elimination [Member] | Other [Member] | ||
Segment revenues | ||
Revenues | 0 | 0 |
Product [Member] | Operating Segments [Member] | Transmission And Gulf Of Mexico [Member] | ||
Segment revenues | ||
Revenues | 52 | 82 |
Product [Member] | Operating Segments [Member] | Northeast G And P [Member] | ||
Segment revenues | ||
Revenues | 29 | 47 |
Product [Member] | Operating Segments [Member] | West [Member] | ||
Segment revenues | ||
Revenues | 359 | 479 |
Product [Member] | Operating Segments [Member] | Other [Member] | ||
Segment revenues | ||
Revenues | $ 0 | $ 0 |
Segment Disclosures Reconcili_2
Segment Disclosures Reconciliation of Segment Assets to Consolidated (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Segment assets: | ||
Total assets | $ 44,629 | $ 46,040 |
Transmission And Gulf Of Mexico [Member] | ||
Segment assets: | ||
Total assets | 18,656 | 18,796 |
Northeast G And P [Member] | ||
Segment assets: | ||
Total assets | 14,702 | 15,399 |
West [Member] | ||
Segment assets: | ||
Total assets | 10,619 | 11,265 |
Other [Member] | ||
Segment assets: | ||
Total assets | 1,309 | 1,151 |
Intersegment Elimination [Member] | ||
Segment assets: | ||
Total assets | $ (657) | $ (571) |
Segment Disclosures Reconcili_3
Segment Disclosures Reconciliation of Segment Modified EBITDA to Consolidated Net Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Reconciliation of Modified EBITDA to Net Income (Loss): | ||
Modified EBITDA Earnings (Loss) | $ 1,253 | $ 1,187 |
Accretion expense associated with asset retirement obligations for nonregulated operations | (10) | (9) |
Depreciation and amortization expenses | (429) | (416) |
Impairment of goodwill | (187) | 0 |
Equity earnings (losses) | 22 | 80 |
Impairment of equity-method investments | 938 | 74 |
Other investing income (loss) - net | 3 | 1 |
Proportional Modified EBITDA of equity-method investments | (192) | (190) |
Interest expense | (296) | (296) |
(Provision) benefit for income taxes | 204 | (69) |
Net income (loss) | (570) | 214 |
Operating Segments [Member] | Transmission And Gulf Of Mexico [Member] | ||
Reconciliation of Modified EBITDA to Net Income (Loss): | ||
Modified EBITDA Earnings (Loss) | 662 | 636 |
Operating Segments [Member] | Northeast G And P [Member] | ||
Reconciliation of Modified EBITDA to Net Income (Loss): | ||
Modified EBITDA Earnings (Loss) | 369 | 299 |
Operating Segments [Member] | West [Member] | ||
Reconciliation of Modified EBITDA to Net Income (Loss): | ||
Modified EBITDA Earnings (Loss) | 215 | 256 |
Operating Segments [Member] | Other [Member] | ||
Reconciliation of Modified EBITDA to Net Income (Loss): | ||
Modified EBITDA Earnings (Loss) | $ 7 | $ (4) |