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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Williams Partners, L.P. Common Units Representing Limited Partner Interests (delisted) | NYSE:WPZ | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 47.37 | 0 | 01:00:00 |
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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WILLIAMS PARTNERS L.P.
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(Exact name of registrant as specified in its charter)
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DELAWARE
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20-2485124
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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ONE WILLIAMS CENTER
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TULSA, OKLAHOMA
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74172-0172
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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(Do not check if a smaller reporting company)
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Page
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•
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The closing and expected timing of, and anticipated financial results following, the WPZ Merger;
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•
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Levels of cash distributions with respect to limited partner interests;
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•
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Our and our affiliates’ future credit ratings;
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•
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Amounts and nature of future capital expenditures;
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•
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Expansion and growth of our business and operations;
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•
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Expected in-service dates for capital projects;
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•
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Financial condition and liquidity;
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•
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Business strategy;
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•
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Cash flow from operations or results of operations;
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•
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Seasonality of certain business components;
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•
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Natural gas and natural gas liquids prices, supply, and demand;
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•
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Demand for our services.
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•
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Satisfaction of the conditions to the completion of the WPZ Merger including receipt of the Williams stockholder approval, and our ability to close the WPZ Merger;
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•
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Whether we will produce sufficient cash flows to provide expected levels of cash distributions;
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•
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Whether we elect to pay expected levels of cash distributions;
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•
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Whether we will be able to effectively execute our financing plan;
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•
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Availability of supplies, market demand, and volatility of prices;
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•
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Inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers);
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•
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The strength and financial resources of our competitors and the effects of competition;
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•
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Whether we are able to successfully identify, evaluate, and timely execute investment opportunities;
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•
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Our ability to successfully expand our facilities and operations;
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•
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Development and rate of adoption of alternative energy sources;
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•
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The impact of operational and developmental hazards and unforeseen interruptions;
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•
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The impact of existing and future laws (including, but not limited to, the Tax Cuts and Job Acts of 2017), regulations, the regulatory environment, environmental liabilities, and litigation, as well as our ability to obtain necessary permits and approvals, and achieve favorable rate proceeding outcomes;
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•
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Our costs for defined benefit pension plans and other postretirement benefit plans sponsored by our affiliates;
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•
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Changes in maintenance and construction costs;
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•
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Changes in the current geopolitical situation;
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•
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Our exposure to the credit risk of our customers and counterparties;
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•
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Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally recognized credit rating agencies, and the availability and cost of capital;
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•
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The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;
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•
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Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;
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•
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Acts of terrorism, including cybersecurity threats, and related disruptions;
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•
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Additional risks described in our filings with the Securities and Exchange Commission (SEC).
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
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2017
|
||||||||
|
(Millions, except per-unit amounts)
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Service revenues
|
$
|
1,335
|
|
|
$
|
1,277
|
|
|
$
|
2,681
|
|
|
$
|
2,533
|
|
Service revenues – commodity consideration (Note 2)
|
94
|
|
|
—
|
|
|
195
|
|
|
—
|
|
||||
Product sales
|
657
|
|
|
642
|
|
|
1,293
|
|
|
1,369
|
|
||||
Total revenues
|
2,086
|
|
|
1,919
|
|
|
4,169
|
|
|
3,902
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Product costs
|
636
|
|
|
537
|
|
|
1,249
|
|
|
1,116
|
|
||||
Processing commodity expenses (Note 2)
|
26
|
|
|
—
|
|
|
61
|
|
|
—
|
|
||||
Operating and maintenance expenses
|
383
|
|
|
384
|
|
|
734
|
|
|
745
|
|
||||
Depreciation and amortization expenses
|
426
|
|
|
423
|
|
|
849
|
|
|
856
|
|
||||
Selling, general, and administrative expenses
|
136
|
|
|
154
|
|
|
274
|
|
|
310
|
|
||||
Other (income) expense – net
|
(1
|
)
|
|
9
|
|
|
30
|
|
|
13
|
|
||||
Total costs and expenses
|
1,606
|
|
|
1,507
|
|
|
3,197
|
|
|
3,040
|
|
||||
Operating income (loss)
|
480
|
|
|
412
|
|
|
972
|
|
|
862
|
|
||||
Equity earnings (losses)
|
92
|
|
|
125
|
|
|
174
|
|
|
232
|
|
||||
Other investing income (loss) – net (Note 4)
|
67
|
|
|
2
|
|
|
71
|
|
|
273
|
|
||||
Interest incurred
|
(224
|
)
|
|
(214
|
)
|
|
(442
|
)
|
|
(435
|
)
|
||||
Interest capitalized
|
13
|
|
|
9
|
|
|
22
|
|
|
16
|
|
||||
Other income (expense) – net
|
21
|
|
|
15
|
|
|
36
|
|
|
64
|
|
||||
Income (loss) before income taxes
|
449
|
|
|
349
|
|
|
833
|
|
|
1,012
|
|
||||
Provision (benefit) for income taxes
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
||||
Net income (loss)
|
449
|
|
|
348
|
|
|
833
|
|
|
1,008
|
|
||||
Less: Net income (loss) attributable to noncontrolling interests
|
23
|
|
|
28
|
|
|
47
|
|
|
54
|
|
||||
Net income (loss) attributable to controlling interests
|
$
|
426
|
|
|
$
|
320
|
|
|
$
|
786
|
|
|
$
|
954
|
|
Allocation of net income (loss) for calculation of earnings per common unit:
|
|
|
|
|
|
|
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||||||||
Net income (loss) attributable to controlling interests
|
$
|
426
|
|
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$
|
320
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$
|
786
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|
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$
|
954
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|
Allocation of net income (loss) to Class B units
|
8
|
|
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6
|
|
|
15
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|
|
17
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|
||||
Allocation of net income (loss) to common units
|
$
|
418
|
|
|
$
|
314
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|
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$
|
771
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|
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$
|
937
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|
Basic earnings (loss) per common unit:
|
|
|
|
|
|
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||||||||
Net income (loss) per common unit
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$
|
.44
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|
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$
|
.33
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$
|
.81
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|
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$
|
1.00
|
|
Weighted-average number of common units outstanding (thousands)
|
957,896
|
|
|
955,636
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|
|
957,589
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|
|
937,889
|
|
||||
Diluted earnings (loss) per common unit:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common unit
|
$
|
.44
|
|
|
$
|
.33
|
|
|
$
|
.81
|
|
|
$
|
1.00
|
|
Weighted-average number of common units outstanding (thousands)
|
957,965
|
|
|
955,986
|
|
|
957,652
|
|
|
938,217
|
|
||||
Cash distributions per common unit
|
$
|
.629
|
|
|
$
|
.600
|
|
|
$
|
1.243
|
|
|
$
|
1.200
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Cash flow hedging activities:
|
|
|
|
|
|
|
|
||||||||
Net unrealized gain (loss) from derivative instruments
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
4
|
|
Reclassifications into earnings of net derivative instruments (gain) loss
|
4
|
|
|
(1
|
)
|
|
4
|
|
|
(2
|
)
|
||||
Other comprehensive income (loss)
|
(15
|
)
|
|
(1
|
)
|
|
(13
|
)
|
|
2
|
|
||||
Comprehensive income (loss)
|
434
|
|
|
347
|
|
|
820
|
|
|
1,010
|
|
||||
Less: Comprehensive income attributable to noncontrolling interests
|
23
|
|
|
28
|
|
|
47
|
|
|
54
|
|
||||
Comprehensive income (loss) attributable to controlling interests
|
$
|
411
|
|
|
$
|
319
|
|
|
$
|
773
|
|
|
$
|
956
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
|
(Dollars in millions)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
255
|
|
|
$
|
881
|
|
Trade accounts and other receivables (net of allowance of $10 at June 30, 2018 and $9 at December 31, 2017)
|
800
|
|
|
972
|
|
||
Inventories
|
153
|
|
|
113
|
|
||
Other current assets and deferred charges
|
260
|
|
|
176
|
|
||
Total current assets
|
1,468
|
|
|
2,142
|
|
||
Investments
|
6,810
|
|
|
6,552
|
|
||
Property, plant, and equipment
|
40,329
|
|
|
38,931
|
|
||
Accumulated depreciation and amortization
|
(11,611
|
)
|
|
(11,019
|
)
|
||
Property, plant, and equipment – net
|
28,718
|
|
|
27,912
|
|
||
Intangible assets – net of accumulated amortization
|
8,405
|
|
|
8,790
|
|
||
Regulatory assets, deferred charges, and other
|
537
|
|
|
507
|
|
||
Total assets
|
$
|
45,938
|
|
|
$
|
45,903
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable:
|
|
|
|
||||
Trade
|
$
|
841
|
|
|
$
|
957
|
|
Affiliate
|
109
|
|
|
134
|
|
||
Accrued interest
|
226
|
|
|
214
|
|
||
Other accrued liabilities
|
598
|
|
|
643
|
|
||
Long-term debt due within one year
|
2
|
|
|
501
|
|
||
Total current liabilities
|
1,776
|
|
|
2,449
|
|
||
Long-term debt
|
17,018
|
|
|
15,996
|
|
||
Asset retirement obligations
|
961
|
|
|
944
|
|
||
Deferred income tax liabilities
|
15
|
|
|
16
|
|
||
Regulatory liabilities, deferred income, and other
|
3,269
|
|
|
2,809
|
|
||
Contingent liabilities (Note 9)
|
|
|
|
|
|||
Equity:
|
|
|
|
||||
Partners’ equity:
|
|
|
|
||||
Common units (958,183,223 and 956,952,542 units outstanding at June 30, 2018 and December 31, 2017, respectively)
|
20,761
|
|
|
21,251
|
|
||
Class B units (18,442,649 and 17,853,088 units outstanding at June 30, 2018 and December 31, 2017, respectively)
|
796
|
|
|
784
|
|
||
Accumulated other comprehensive income (loss)
|
(18
|
)
|
|
(5
|
)
|
||
Total partners’ equity
|
21,539
|
|
|
22,030
|
|
||
Noncontrolling interests in consolidated subsidiaries
|
1,360
|
|
|
1,659
|
|
||
Total equity
|
22,899
|
|
|
23,689
|
|
||
Total liabilities and equity
|
$
|
45,938
|
|
|
$
|
45,903
|
|
|
Williams Partners L.P.
|
|
|
|
|
||||||||||||||||||
|
Common
Units
|
|
Class B Units
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total Partners’ Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Balance – December 31, 2017
|
$
|
21,251
|
|
|
$
|
784
|
|
|
$
|
(5
|
)
|
|
$
|
22,030
|
|
|
$
|
1,659
|
|
|
$
|
23,689
|
|
Adoption of ASC 606 (Note 1)
|
(148
|
)
|
|
(3
|
)
|
|
—
|
|
|
(151
|
)
|
|
3
|
|
|
(148
|
)
|
||||||
Net income (loss)
|
771
|
|
|
15
|
|
|
—
|
|
|
786
|
|
|
47
|
|
|
833
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||||
Distributions to partners
|
(1,162
|
)
|
|
—
|
|
|
—
|
|
|
(1,162
|
)
|
|
—
|
|
|
(1,162
|
)
|
||||||
Sales of common units (Note 7)
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
(93
|
)
|
||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||||
Deconsolidation of subsidiary (Note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(267
|
)
|
|
(267
|
)
|
||||||
Contributions from (distributions to) The Williams Companies, Inc. – net
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Net increase (decrease) in equity
|
(490
|
)
|
|
12
|
|
|
(13
|
)
|
|
(491
|
)
|
|
(299
|
)
|
|
(790
|
)
|
||||||
Balance – June 30, 2018
|
$
|
20,761
|
|
|
$
|
796
|
|
|
$
|
(18
|
)
|
|
$
|
21,539
|
|
|
$
|
1,360
|
|
|
$
|
22,899
|
|
|
Six Months Ended
June 30, |
||||||
|
2018
|
|
2017
|
||||
|
(Millions)
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net income (loss)
|
$
|
833
|
|
|
$
|
1,008
|
|
Adjustments to reconcile to net cash provided (used) by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
849
|
|
|
856
|
|
||
Provision (benefit) for deferred income taxes
|
(1
|
)
|
|
(1
|
)
|
||
Equity (earnings) losses
|
(174
|
)
|
|
(232
|
)
|
||
Distributions from unconsolidated affiliates
|
316
|
|
|
404
|
|
||
Net (gain) loss on disposition of equity-method investments
|
—
|
|
|
(269
|
)
|
||
Amortization of stock-based awards
|
—
|
|
|
4
|
|
||
Cash provided (used) by changes in current assets and liabilities:
|
|
|
|
||||
Accounts and notes receivable
|
160
|
|
|
194
|
|
||
Inventories
|
(33
|
)
|
|
(30
|
)
|
||
Other current assets and deferred charges
|
(69
|
)
|
|
(14
|
)
|
||
Accounts payable
|
(100
|
)
|
|
35
|
|
||
Accrued liabilities
|
68
|
|
|
(100
|
)
|
||
Affiliate accounts receivable and payable – net
|
(25
|
)
|
|
21
|
|
||
Other, including changes in noncurrent assets and liabilities
|
(114
|
)
|
|
(111
|
)
|
||
Net cash provided (used) by operating activities
|
1,710
|
|
|
1,765
|
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from (payments of) commercial paper – net
|
—
|
|
|
(93
|
)
|
||
Proceeds from long-term debt
|
1,814
|
|
|
1,698
|
|
||
Payments of long-term debt
|
(1,251
|
)
|
|
(1,535
|
)
|
||
Proceeds from sales of common units
|
—
|
|
|
2,184
|
|
||
Distributions paid
|
(1,116
|
)
|
|
(1,357
|
)
|
||
Distributions to noncontrolling interests
|
(93
|
)
|
|
(108
|
)
|
||
Contributions from noncontrolling interests
|
11
|
|
|
10
|
|
||
Contributions from (distributions to) The Williams Companies, Inc. – net
|
3
|
|
|
(8
|
)
|
||
Payments for debt issuance costs
|
(18
|
)
|
|
(13
|
)
|
||
Other – net
|
(34
|
)
|
|
(23
|
)
|
||
Net cash provided (used) by financing activities
|
(684
|
)
|
|
755
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Property, plant, and equipment:
|
|
|
|
||||
Capital expenditures (1)
|
(1,873
|
)
|
|
(1,049
|
)
|
||
Dispositions – net
|
3
|
|
|
(14
|
)
|
||
Contributions in aid of construction
|
339
|
|
|
194
|
|
||
Proceeds from dispositions of equity-method investments
|
—
|
|
|
200
|
|
||
Purchases of and contributions to equity-method investments
|
(91
|
)
|
|
(79
|
)
|
||
Other – net
|
(30
|
)
|
|
(9
|
)
|
||
Net cash provided (used) by investing activities
|
(1,652
|
)
|
|
(757
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(626
|
)
|
|
1,763
|
|
||
Cash and cash equivalents at beginning of year
|
881
|
|
|
145
|
|
||
Cash and cash equivalents at end of period
|
$
|
255
|
|
|
$
|
1,908
|
|
_________
|
|
|
|
||||
(1) Increases to property, plant, and equipment
|
$
|
(1,847
|
)
|
|
$
|
(1,155
|
)
|
Changes in related accounts payable and accrued liabilities
|
(26
|
)
|
|
106
|
|
||
Capital expenditures
|
$
|
(1,873
|
)
|
|
$
|
(1,049
|
)
|
•
|
Guaranteed transportation or storage under firm transportation and storage contracts—an integrated package of services typically constituting a single performance obligation, which includes standing ready to provide such services and receiving, transporting or storing (as applicable), and redelivering commodities;
|
•
|
Interruptible transportation and storage under interruptible transportation and storage contracts—an integrated package of services typically constituting a single performance obligation, which includes receiving, transporting or storing (as applicable), and redelivering commodities upon nomination by the customer.
|
|
Northeast
Midstream
|
|
Atlantic-
Gulf Midstream
|
|
West Midstream
|
|
Transco
|
|
Northwest Pipeline
|
|
Intercompany Eliminations
|
|
Total
|
||||||||||||||
|
(Millions)
|
||||||||||||||||||||||||||
Three Months Ended June 30, 2018
|
|
|
|||||||||||||||||||||||||
Revenues from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-regulated gathering, processing, transportation, and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Monetary consideration
|
$
|
205
|
|
|
$
|
128
|
|
|
$
|
414
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
$
|
729
|
|
Commodity consideration
|
5
|
|
|
11
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|||||||
Regulated interstate natural gas transportation and storage
|
—
|
|
|
—
|
|
|
—
|
|
|
450
|
|
|
108
|
|
|
—
|
|
|
558
|
|
|||||||
Other
|
21
|
|
|
2
|
|
|
13
|
|
|
1
|
|
|
—
|
|
|
(3
|
)
|
|
34
|
|
|||||||
Total service revenues
|
231
|
|
|
141
|
|
|
505
|
|
|
451
|
|
|
108
|
|
|
(21
|
)
|
|
1,415
|
|
|||||||
Product Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
NGL and natural gas
|
75
|
|
|
76
|
|
|
558
|
|
|
30
|
|
|
—
|
|
|
(83
|
)
|
|
656
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
3
|
|
|||||||
Total product sales
|
75
|
|
|
76
|
|
|
562
|
|
|
30
|
|
|
—
|
|
|
(84
|
)
|
|
659
|
|
|||||||
Total revenues from contracts with customers
|
306
|
|
|
217
|
|
|
1,067
|
|
|
481
|
|
|
108
|
|
|
(105
|
)
|
|
2,074
|
|
|||||||
Other revenues (1)
|
5
|
|
|
7
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||||
Total revenues
|
$
|
311
|
|
|
$
|
224
|
|
|
$
|
1,065
|
|
|
$
|
483
|
|
|
$
|
108
|
|
|
$
|
(105
|
)
|
|
$
|
2,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenues from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Service revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-regulated gathering, processing, transportation, and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Monetary consideration
|
$
|
407
|
|
|
$
|
265
|
|
|
$
|
822
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(36
|
)
|
|
$
|
1,458
|
|
Commodity consideration
|
9
|
|
|
26
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|||||||
Regulated interstate natural gas transportation and storage
|
—
|
|
|
—
|
|
|
—
|
|
|
911
|
|
|
220
|
|
|
(1
|
)
|
|
1,130
|
|
|||||||
Other
|
42
|
|
|
8
|
|
|
24
|
|
|
1
|
|
|
—
|
|
|
(6
|
)
|
|
69
|
|
|||||||
Total service revenues
|
458
|
|
|
299
|
|
|
1,006
|
|
|
912
|
|
|
220
|
|
|
(43
|
)
|
|
2,852
|
|
|||||||
Product Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
NGL and natural gas
|
173
|
|
|
144
|
|
|
1,079
|
|
|
55
|
|
|
—
|
|
|
(168
|
)
|
|
1,283
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
7
|
|
|||||||
Total product sales
|
173
|
|
|
144
|
|
|
1,087
|
|
|
55
|
|
|
—
|
|
|
(169
|
)
|
|
1,290
|
|
|||||||
Total revenues from contracts with customers
|
631
|
|
|
443
|
|
|
2,093
|
|
|
967
|
|
|
220
|
|
|
(212
|
)
|
|
4,142
|
|
|||||||
Other revenues (1)
|
10
|
|
|
9
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||||
Total revenues
|
$
|
641
|
|
|
$
|
452
|
|
|
$
|
2,096
|
|
|
$
|
972
|
|
|
$
|
220
|
|
|
$
|
(212
|
)
|
|
$
|
4,169
|
|
(1)
|
We provide management services to operated joint ventures and other investments for which we receive a management fee that is categorized as
Service revenues
in our Consolidated Statement of Comprehensive Income. These management fees do not constitute revenue from contracts with customers.
Product sales
in our Consolidated Statement of Comprehensive Income include amounts associated with our derivative contracts that are not within the scope of ASC 606.
|
|
Quarter-to-Date
June 30, 2018 |
|
Year-to-Date June 30, 2018
|
||||
|
(Millions)
|
||||||
Balance at beginning of period
|
$
|
24
|
|
|
$
|
4
|
|
Revenue recognized in excess of cash received
|
16
|
|
|
36
|
|
||
Minimum volume commitments invoiced
|
(1
|
)
|
|
(1
|
)
|
||
Balance at end of period
|
$
|
39
|
|
|
$
|
39
|
|
|
Quarter-to-Date
June 30, 2018 |
|
Year-to-Date June 30, 2018
|
||||
|
(Millions)
|
||||||
Balance at beginning of period
|
$
|
1,574
|
|
|
$
|
1,596
|
|
Payments received and deferred
|
126
|
|
|
218
|
|
||
Deconsolidation of Jackalope interest (Note 3)
|
(52
|
)
|
|
(52
|
)
|
||
Recognized in revenue
|
(113
|
)
|
|
(227
|
)
|
||
Balance at end of period
|
$
|
1,535
|
|
|
$
|
1,535
|
|
|
(Millions)
|
||
2018 (remainder)
|
$
|
184
|
|
2019
|
249
|
|
|
2020
|
128
|
|
|
2021
|
110
|
|
|
2022
|
103
|
|
|
2023
|
99
|
|
|
Thereafter
|
662
|
|
|
June 30, 2018
|
|
January 1, 2018
|
||||
|
(Millions)
|
||||||
Accounts receivable related to revenues from contracts with customers
|
$
|
742
|
|
|
$
|
956
|
|
Other accounts receivable
|
58
|
|
|
16
|
|
||
Total reflected in
Trade accounts and other receivables
|
$
|
800
|
|
|
$
|
972
|
|
|
As Reported
|
|
Adjustments resulting from adoption of ASC 606
|
|
Balance without adoption of ASC 606
|
||||||
|
(Millions, except per unit amounts)
|
||||||||||
Consolidated Statement of Comprehensive Income
|
|||||||||||
Three Months Ended June 30, 2018
|
|
|
|
|
|
||||||
Service revenues
|
$
|
1,335
|
|
|
$
|
6
|
|
|
$
|
1,341
|
|
Service revenues - commodity consideration
|
94
|
|
|
(94
|
)
|
|
—
|
|
|||
Product sales
|
657
|
|
|
32
|
|
|
689
|
|
|||
Total revenues
|
2,086
|
|
|
(56
|
)
|
|
2,030
|
|
|||
Product costs
|
636
|
|
|
(40
|
)
|
|
596
|
|
|||
Processing commodity expenses
|
26
|
|
|
(26
|
)
|
|
—
|
|
|||
Operating and maintenance expenses
|
383
|
|
|
4
|
|
|
387
|
|
|||
Total costs and expenses
|
1,606
|
|
|
(62
|
)
|
|
1,544
|
|
|||
Operating income (loss)
|
480
|
|
|
6
|
|
|
486
|
|
|||
Equity earnings (losses)
|
92
|
|
|
1
|
|
|
93
|
|
|||
Other investing income (loss) - net
|
67
|
|
|
(9
|
)
|
|
58
|
|
|||
Interest incurred
|
(224
|
)
|
|
4
|
|
|
(220
|
)
|
|||
Interest capitalized
|
13
|
|
|
(2
|
)
|
|
11
|
|
|||
Less: Net income (loss) attributable to noncontrolling interests
|
23
|
|
|
(1
|
)
|
|
22
|
|
|||
Net income (loss) attributable to controlling interests
|
426
|
|
|
1
|
|
|
427
|
|
|||
Allocation of net income (loss) to common units
|
418
|
|
|
1
|
|
|
419
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
23
|
|
|
(1
|
)
|
|
22
|
|
|||
Comprehensive income (loss) attributable to controlling interests
|
411
|
|
|
1
|
|
|
412
|
|
|||
|
|
|
|
|
|
||||||
Six Months Ended June 30, 2018
|
|
|
|
|
|
||||||
Service revenues
|
$
|
2,681
|
|
|
$
|
11
|
|
|
$
|
2,692
|
|
Service revenues - commodity consideration
|
195
|
|
|
(195
|
)
|
|
—
|
|
|||
Product sales
|
1,293
|
|
|
42
|
|
|
1,335
|
|
|||
Total revenues
|
4,169
|
|
|
(142
|
)
|
|
4,027
|
|
|||
Product costs
|
1,249
|
|
|
(95
|
)
|
|
1,154
|
|
|||
Processing commodity expenses
|
61
|
|
|
(61
|
)
|
|
—
|
|
|||
Operating and maintenance expenses
|
734
|
|
|
3
|
|
|
737
|
|
|||
Depreciation and amortization expenses
|
849
|
|
|
1
|
|
|
850
|
|
|||
Total costs and expenses
|
3,197
|
|
|
(152
|
)
|
|
3,045
|
|
|||
Operating income (loss)
|
972
|
|
|
10
|
|
|
982
|
|
|||
Equity earnings (losses)
|
174
|
|
|
1
|
|
|
175
|
|
|||
Other investing income (loss) - net
|
71
|
|
|
(9
|
)
|
|
62
|
|
|||
Interest incurred
|
(442
|
)
|
|
7
|
|
|
(435
|
)
|
|||
Interest capitalized
|
22
|
|
|
(4
|
)
|
|
18
|
|
|||
Income (loss) before income taxes
|
833
|
|
|
5
|
|
|
838
|
|
|||
Net income (loss)
|
833
|
|
|
5
|
|
|
838
|
|
|||
Less: Net income (loss) attributable to noncontrolling interests
|
47
|
|
|
(2
|
)
|
|
45
|
|
|||
Net income (loss) attributable to controlling interests
|
$
|
786
|
|
|
$
|
7
|
|
|
$
|
793
|
|
Allocation of net income (loss) to common units
|
771
|
|
|
7
|
|
|
778
|
|
|||
Basic earnings (loss) per common unit
|
.81
|
|
|
.01
|
|
|
.82
|
|
|
As Reported
|
|
Adjustments resulting from adoption of ASC 606
|
|
Balance without adoption of ASC 606
|
||||||
|
(Millions, except per unit amounts)
|
||||||||||
Diluted earnings (loss) per common unit
|
$
|
.81
|
|
|
$
|
.01
|
|
|
$
|
.82
|
|
Comprehensive income (loss)
|
820
|
|
|
5
|
|
|
825
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
47
|
|
|
(2
|
)
|
|
45
|
|
|||
Comprehensive income (loss) attributable to controlling interests
|
773
|
|
|
7
|
|
|
780
|
|
|||
|
|
|
|
|
|
||||||
Consolidated Balance Sheet
|
|||||||||||
June 30, 2018
|
|
|
|
|
|
||||||
Inventories
|
$
|
153
|
|
|
$
|
(7
|
)
|
|
$
|
146
|
|
Other current assets and deferred charges
|
260
|
|
|
(35
|
)
|
|
225
|
|
|||
Total current assets
|
1,468
|
|
|
(42
|
)
|
|
1,426
|
|
|||
Investments
|
6,810
|
|
|
(1
|
)
|
|
6,809
|
|
|||
Property, plant and equipment
|
40,329
|
|
|
(4
|
)
|
|
40,325
|
|
|||
Property, plant, and equipment – net
|
28,718
|
|
|
(4
|
)
|
|
28,714
|
|
|||
Intangible assets – net of accumulated amortization
|
8,405
|
|
|
62
|
|
|
8,467
|
|
|||
Regulatory assets, deferred charges, and other
|
537
|
|
|
(4
|
)
|
|
533
|
|
|||
Total assets
|
45,938
|
|
|
11
|
|
|
45,949
|
|
|||
Regulatory liabilities, deferred income, and other
|
3,269
|
|
|
(133
|
)
|
|
3,136
|
|
|||
Common and Class B units
|
21,557
|
|
|
156
|
|
|
21,713
|
|
|||
Total partners’ equity
|
21,539
|
|
|
156
|
|
|
21,695
|
|
|||
Noncontrolling interests in consolidated subsidiaries
|
1,360
|
|
|
(12
|
)
|
|
1,348
|
|
|||
Total equity
|
22,899
|
|
|
144
|
|
|
23,043
|
|
|||
Total liabilities and equity
|
45,938
|
|
|
11
|
|
|
45,949
|
|
|||
|
|
|
|
|
|
||||||
Consolidated Statement of Changes in Equity
|
|
|
|
|
|
||||||
June 30, 2018
|
|
|
|
|
|
||||||
Adoption of ASC 606
|
$
|
(148
|
)
|
|
$
|
148
|
|
|
$
|
—
|
|
Net income (loss)
|
833
|
|
|
5
|
|
|
838
|
|
|||
Deconsolidation of subsidiary
|
(267
|
)
|
|
(9
|
)
|
|
(276
|
)
|
|||
Net increase (decrease) in equity
|
(790
|
)
|
|
144
|
|
|
(646
|
)
|
|||
Balance - June 30, 2018
|
22,899
|
|
|
144
|
|
|
23,043
|
|
|
June 30,
2018 |
|
December 31, 2017 (1)
|
|
Classification
|
||||
|
(Millions)
|
|
|
||||||
Assets (liabilities):
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
28
|
|
|
$
|
35
|
|
|
Cash and cash equivalents
|
Accounts receivable
|
53
|
|
|
76
|
|
|
Trade accounts and other receivables
|
||
Prepaid assets
|
2
|
|
|
2
|
|
|
Other current assets and deferred charges
|
||
Property, plant, and equipment – net
|
2,432
|
|
|
2,887
|
|
|
Property, plant, and equipment – net
|
||
Intangible assets
–
net
|
1,200
|
|
|
1,381
|
|
|
Intangible assets – net of accumulated amortization
|
||
Accounts payable
|
(15
|
)
|
|
(28
|
)
|
|
Accounts payable – trade
|
||
Accrued liabilities
|
—
|
|
|
(1
|
)
|
|
Other accrued liabilities
|
||
Current deferred revenue
|
(65
|
)
|
|
(57
|
)
|
|
Other accrued liabilities
|
||
Deposits held
|
(8
|
)
|
|
—
|
|
|
Other accrued liabilities
|
||
Noncurrent asset retirement obligations
|
(103
|
)
|
|
(103
|
)
|
|
Asset retirement obligations
|
||
Noncurrent deferred revenue associated with customer advance payments
|
(226
|
)
|
|
(305
|
)
|
|
Regulatory liabilities, deferred income, and other
|
(1)
|
Includes Jackalope, which was a consolidated VIE at December 31, 2017.
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Atlantic-Gulf
|
|
|
|
|
|
|
|
||||||||
Amortization of regulatory assets associated with asset retirement obligations
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
16
|
|
|
$
|
17
|
|
Accrual of regulatory liability related to overcollection of certain employee expenses
|
6
|
|
|
5
|
|
|
11
|
|
|
11
|
|
||||
Adjustments to regulatory liability related to Tax Reform
|
(21
|
)
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
||||
West
|
|
|
|
|
|
|
|
||||||||
Gains on contract settlements and terminations
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(15
|
)
|
||||
Adjustments to regulatory liability related to Tax Reform
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Regulatory charge per approved rates related to Tax Reform
|
6
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
NGL & Petchem Services
|
|
|
|
|
|
|
|
||||||||
Gain on sale of Refinery Grade Propylene Splitter
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
•
|
Other income (expense) – net
below
Operating income (loss)
includes income of
$26 million
and
$46 million
for the
three and six
months ended
June 30, 2018
, respectively, and
$19 million
and
$37 million
for the
three and six
months ended
June 30, 2017
, respectively, related to allowance for equity funds used during construction within the Atlantic-Gulf segment.
|
•
|
Other income (expense) – net
below
Operating income (loss)
for the
six
months ended
June 30, 2018
, includes a
$7 million
net loss associated with the March 28, 2018, early retirement of
$750 million
of
4.875 percent
senior unsecured notes that were due in 2024. The net loss within the Other segment reflects
$34 million
in premiums paid, partially offset by
$27 million
of unamortized premium. (See
Note 6 – Debt and Banking Arrangements
.) For the
six
months ended
June 30, 2017
,
Other income (expense) – net
below
Operating income (loss)
includes a
$30 million
net gain associated with the February 23, 2017, early retirement of
$750
|
|
June 30, 2018
|
||||||
|
Stated Capacity
|
|
Outstanding
|
||||
|
(Millions)
|
||||||
Long-term credit facility (1)
|
$
|
3,500
|
|
|
$
|
—
|
|
Letters of credit under certain bilateral bank agreements
|
|
|
1
|
|
|
(1)
|
In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program.
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Quoted
Prices In
Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
|
(Millions)
|
||||||||||||||||||
Assets (liabilities) at June 30, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
$
|
151
|
|
|
$
|
151
|
|
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives assets not designated as hedging instruments
|
4
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Energy derivatives liabilities designated as hedging instruments
|
(16
|
)
|
|
(16
|
)
|
|
(15
|
)
|
|
(1
|
)
|
|
—
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
(4
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other receivables
|
21
|
|
|
21
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, including current portion
|
(17,020
|
)
|
|
(17,702
|
)
|
|
—
|
|
|
(17,702
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets (liabilities) at December 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
||||||||||
ARO Trust investments
|
$
|
135
|
|
|
$
|
135
|
|
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Energy derivatives liabilities designated as hedging instruments
|
(3
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|||||
Energy derivatives liabilities not designated as hedging instruments
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Additional disclosures:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other receivables
|
7
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, including current portion
|
(16,497
|
)
|
|
(18,112
|
)
|
|
—
|
|
|
(18,112
|
)
|
|
—
|
|
•
|
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.
|
|
Northeast
G&P |
|
Atlantic-
Gulf |
|
West
|
|
NGL &
Petchem Services |
|
Eliminations
|
|
Total
|
||||||||||||
|
(Millions)
|
||||||||||||||||||||||
Three Months Ended June 30, 2018
|
|||||||||||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
$
|
222
|
|
|
$
|
578
|
|
|
$
|
535
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,335
|
|
Internal
|
10
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
||||||
Total service revenues
|
232
|
|
|
590
|
|
|
535
|
|
|
—
|
|
|
(22
|
)
|
|
1,335
|
|
||||||
Total service revenues
–
commodity consideration (external only)
|
4
|
|
|
12
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
94
|
|
||||||
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
66
|
|
|
50
|
|
|
541
|
|
|
—
|
|
|
—
|
|
|
657
|
|
||||||
Internal
|
9
|
|
|
55
|
|
|
19
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
||||||
Total product sales
|
75
|
|
|
105
|
|
|
560
|
|
|
—
|
|
|
(83
|
)
|
|
657
|
|
||||||
Total revenues
|
$
|
311
|
|
|
$
|
707
|
|
|
$
|
1,173
|
|
|
$
|
—
|
|
|
$
|
(105
|
)
|
|
$
|
2,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three Months Ended June 30, 2017
|
|||||||||||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
$
|
206
|
|
|
$
|
540
|
|
|
$
|
527
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
1,277
|
|
Internal
|
11
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
||||||
Total service revenues
|
217
|
|
|
547
|
|
|
527
|
|
|
4
|
|
|
(18
|
)
|
|
1,277
|
|
||||||
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
43
|
|
|
75
|
|
|
369
|
|
|
155
|
|
|
—
|
|
|
642
|
|
||||||
Internal
|
9
|
|
|
50
|
|
|
66
|
|
|
2
|
|
|
(127
|
)
|
|
—
|
|
||||||
Total product sales
|
52
|
|
|
125
|
|
|
435
|
|
|
157
|
|
|
(127
|
)
|
|
642
|
|
||||||
Total revenues
|
$
|
269
|
|
|
$
|
672
|
|
|
$
|
962
|
|
|
$
|
161
|
|
|
$
|
(145
|
)
|
|
$
|
1,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Six Months Ended June 30, 2018
|
|||||||||||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
$
|
441
|
|
|
$
|
1,174
|
|
|
$
|
1,066
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,681
|
|
Internal
|
19
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
||||||
Total service revenues
|
460
|
|
|
1,199
|
|
|
1,066
|
|
|
—
|
|
|
(44
|
)
|
|
2,681
|
|
||||||
Total service revenues
–
commodity consideration (external only)
|
8
|
|
|
27
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
195
|
|
||||||
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
155
|
|
|
85
|
|
|
1,053
|
|
|
—
|
|
|
—
|
|
|
1,293
|
|
||||||
Internal
|
18
|
|
|
113
|
|
|
37
|
|
|
—
|
|
|
(168
|
)
|
|
—
|
|
||||||
Total product sales
|
173
|
|
|
198
|
|
|
1,090
|
|
|
—
|
|
|
(168
|
)
|
|
1,293
|
|
||||||
Total revenues
|
$
|
641
|
|
|
$
|
1,424
|
|
|
$
|
2,316
|
|
|
$
|
—
|
|
|
$
|
(212
|
)
|
|
$
|
4,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Six Months Ended June 30, 2017
|
|||||||||||||||||||||||
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
$
|
414
|
|
|
$
|
1,067
|
|
|
$
|
1,045
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
2,533
|
|
Internal
|
20
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
||||||
Total service revenues
|
434
|
|
|
1,083
|
|
|
1,045
|
|
|
7
|
|
|
(36
|
)
|
|
2,533
|
|
||||||
Product sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External
|
103
|
|
|
144
|
|
|
774
|
|
|
348
|
|
|
—
|
|
|
1,369
|
|
||||||
Internal
|
17
|
|
|
115
|
|
|
117
|
|
|
8
|
|
|
(257
|
)
|
|
—
|
|
||||||
Total product sales
|
120
|
|
|
259
|
|
|
891
|
|
|
356
|
|
|
(257
|
)
|
|
1,369
|
|
||||||
Total revenues
|
$
|
554
|
|
|
$
|
1,342
|
|
|
$
|
1,936
|
|
|
$
|
363
|
|
|
$
|
(293
|
)
|
|
$
|
3,902
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Modified EBITDA by segment:
|
|
|
|
|
|
|
|
||||||||
Northeast G&P
|
$
|
255
|
|
|
$
|
247
|
|
|
$
|
505
|
|
|
$
|
473
|
|
Atlantic-Gulf
|
475
|
|
|
454
|
|
|
926
|
|
|
904
|
|
||||
West
|
389
|
|
|
356
|
|
|
802
|
|
|
741
|
|
||||
NGL & Petchem Services
|
—
|
|
|
30
|
|
|
—
|
|
|
81
|
|
||||
Other
|
(4
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|
9
|
|
||||
|
1,115
|
|
|
1,076
|
|
|
2,222
|
|
|
2,208
|
|
||||
Accretion expense associated with asset retirement obligations for nonregulated operations
|
(10
|
)
|
|
(11
|
)
|
|
(18
|
)
|
|
(17
|
)
|
||||
Depreciation and amortization expenses
|
(426
|
)
|
|
(423
|
)
|
|
(849
|
)
|
|
(856
|
)
|
||||
Equity earnings (losses)
|
92
|
|
|
125
|
|
|
174
|
|
|
232
|
|
||||
Other investing income (loss) – net
|
67
|
|
|
2
|
|
|
71
|
|
|
273
|
|
||||
Proportional Modified EBITDA of equity-method investments
|
(178
|
)
|
|
(215
|
)
|
|
(347
|
)
|
|
(409
|
)
|
||||
Interest expense
|
(211
|
)
|
|
(205
|
)
|
|
(420
|
)
|
|
(419
|
)
|
||||
(Provision) benefit for income taxes
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(4
|
)
|
||||
Net income (loss)
|
$
|
449
|
|
|
$
|
348
|
|
|
$
|
833
|
|
|
$
|
1,008
|
|
|
Total Assets
|
||||||
|
June 30,
2018 |
|
December 31,
2017 |
||||
|
(Millions)
|
||||||
Northeast G&P
|
$
|
14,423
|
|
|
$
|
14,397
|
|
Atlantic-Gulf
|
16,725
|
|
|
15,230
|
|
||
West
|
15,365
|
|
|
16,144
|
|
||
NGL & Petchem Services
|
2
|
|
|
3
|
|
||
Other (1)
|
356
|
|
|
936
|
|
||
Eliminations (2)
|
(933
|
)
|
|
(807
|
)
|
||
Total
|
$
|
45,938
|
|
|
$
|
45,903
|
|
|
(1)
|
Decrease in Other due primarily to decreased cash balance.
|
(2)
|
Eliminations primarily relate to the intercompany accounts receivable generated by our cash management program.
|
•
|
Northeast G&P is comprised of our midstream gathering and processing businesses in the Marcellus Shale region primarily in Pennsylvania, New York, and West Virginia and the Utica Shale region of eastern Ohio, as well as a
66 percent
interest in Cardinal (a consolidated entity), a
62 percent
equity-method investment in UEOM, a
69 percent
equity-method investment in Laurel Mountain, a
58 percent
equity-method investment in Caiman II, 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).
|
•
|
Atlantic-Gulf is comprised of our interstate natural gas pipeline, Transco, and significant natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including a
51 percent
interest in Gulfstar One (a consolidated entity), which is a proprietary floating production system, and various petrochemical and feedstock pipelines in the Gulf Coast region, as well as a
50 percent
equity-method investment in Gulfstream, a
60 percent
equity-method investment in Discovery, and a
41 percent
interest in Constitution (a consolidated entity), which is developing a pipeline project (see
Note 3 – Variable Interest Entities
of Notes to Consolidated Financial Statements).
|
•
|
West is comprised of our interstate natural gas pipeline, Northwest Pipeline, and our gathering, processing, and treating operations in New Mexico, Colorado, and Wyoming, as well as the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of northwest Louisiana, and the Mid-Continent region which includes the Anadarko, Arkoma, Delaware, and Permian basins. This segment also includes our NGL and natural gas marketing business, storage facilities, an undivided
50 percent
interest in an NGL fractionator near Conway, Kansas, and a
50 percent
equity-method investment in OPPL, a
50 percent
interest in Jackalope (an equity-method investment following deconsolidation as of June 30, 2018), and our previously owned
50 percent
equity-method investment in the Delaware basin gas gathering
|
•
|
NGL & Petchem Services is comprised of previously owned operations, including an 88.5 percent undivided interest in an olefins production facility in Geismar, Louisiana, which was sold in July 2017,
and
a refinery grade propylene splitter in the Gulf region, which was sold in June 2017.
|
•
|
Certain aspects of Tax Reform, including regulatory liabilities relating to reduced corporate federal income tax rates, could adversely impact the rates we can charge on our regulated pipelines (see Note 1 – General, Description of Business, and Basis of Presentation of Notes to Consolidated Financial Statements);
|
•
|
Opposition to infrastructure projects, including the risk of delay or denial in permits and approvals needed for our projects;
|
•
|
Lower than anticipated demand for natural gas and natural gas products which could result in lower than expected volumes, energy commodity prices and margins;
|
•
|
Other risks set forth under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC on February 22, 2018, and in Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.
|
|
Three Months Ended
June 30, |
|
|
|
|
|
Six Months Ended
June 30, |
|
|
|
|
||||||||||||||||
|
2018
|
|
2017
|
|
$ Change*
|
|
% Change*
|
|
2018
|
|
2017
|
|
$ Change*
|
|
% Change*
|
||||||||||||
|
(Millions)
|
|
|
|
|
|
(Millions)
|
|
|
|
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenues
|
$
|
1,335
|
|
|
$
|
1,277
|
|
|
+58
|
|
|
+5
|
%
|
|
$
|
2,681
|
|
|
$
|
2,533
|
|
|
+148
|
|
|
+6
|
%
|
Service revenues – commodity consideration
|
94
|
|
|
$
|
—
|
|
|
+94
|
|
|
NM
|
|
|
195
|
|
|
—
|
|
|
+195
|
|
|
NM
|
|
|||
Product sales
|
657
|
|
|
642
|
|
|
+15
|
|
|
+2
|
%
|
|
1,293
|
|
|
1,369
|
|
|
-76
|
|
|
-6
|
%
|
||||
Total revenues
|
2,086
|
|
|
1,919
|
|
|
|
|
|
|
4,169
|
|
|
3,902
|
|
|
|
|
|
||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Product costs
|
636
|
|
|
537
|
|
|
-99
|
|
|
-18
|
%
|
|
1,249
|
|
|
1,116
|
|
|
-133
|
|
|
-12
|
%
|
||||
Processing commodity expenses
|
26
|
|
|
—
|
|
|
-26
|
|
|
NM
|
|
|
61
|
|
|
—
|
|
|
-61
|
|
|
NM
|
|
||||
Operating and maintenance expenses
|
383
|
|
|
384
|
|
|
+1
|
|
|
—
|
%
|
|
734
|
|
|
745
|
|
|
+11
|
|
|
+1
|
%
|
||||
Depreciation and amortization expenses
|
426
|
|
|
423
|
|
|
-3
|
|
|
-1
|
%
|
|
849
|
|
|
856
|
|
|
+7
|
|
|
+1
|
%
|
||||
Selling, general, and administrative expenses
|
136
|
|
|
154
|
|
|
+18
|
|
|
+12
|
%
|
|
274
|
|
|
310
|
|
|
+36
|
|
|
+12
|
%
|
||||
Other (income) expense – net
|
(1
|
)
|
|
9
|
|
|
+10
|
|
|
NM
|
|
|
30
|
|
|
13
|
|
|
-17
|
|
|
-131
|
%
|
||||
Total costs and expenses
|
1,606
|
|
|
1,507
|
|
|
|
|
|
|
3,197
|
|
|
3,040
|
|
|
|
|
|
||||||||
Operating income (loss)
|
480
|
|
|
412
|
|
|
|
|
|
|
972
|
|
|
862
|
|
|
|
|
|
||||||||
Equity earnings (losses)
|
92
|
|
|
125
|
|
|
-33
|
|
|
-26
|
%
|
|
174
|
|
|
232
|
|
|
-58
|
|
|
-25
|
%
|
||||
Other investing income (loss) – net
|
67
|
|
|
2
|
|
|
+65
|
|
|
NM
|
|
|
71
|
|
|
273
|
|
|
-202
|
|
|
-74
|
%
|
||||
Interest expense
|
(211
|
)
|
|
(205
|
)
|
|
-6
|
|
|
-3
|
%
|
|
(420
|
)
|
|
(419
|
)
|
|
-1
|
|
|
—
|
%
|
||||
Other income (expense) – net
|
21
|
|
|
15
|
|
|
+6
|
|
|
+40
|
%
|
|
36
|
|
|
64
|
|
|
-28
|
|
|
-44
|
%
|
||||
Income (loss) before income taxes
|
449
|
|
|
349
|
|
|
|
|
|
|
833
|
|
|
1,012
|
|
|
|
|
|
||||||||
Provision (benefit) for income taxes
|
—
|
|
|
1
|
|
|
+1
|
|
|
+100
|
%
|
|
—
|
|
|
4
|
|
|
+4
|
|
|
+100
|
%
|
||||
Net income (loss)
|
449
|
|
|
348
|
|
|
|
|
|
|
833
|
|
|
1,008
|
|
|
|
|
|
||||||||
Less: Net income attributable to noncontrolling interests
|
23
|
|
|
28
|
|
|
+5
|
|
|
+18
|
%
|
|
47
|
|
|
54
|
|
|
+7
|
|
|
+13
|
%
|
||||
Net income (loss) attributable to controlling interests
|
$
|
426
|
|
|
$
|
320
|
|
|
|
|
|
|
$
|
786
|
|
|
$
|
954
|
|
|
|
|
|
|
*
|
+ = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Service revenues
|
$
|
232
|
|
|
$
|
217
|
|
|
$
|
460
|
|
|
$
|
434
|
|
Service revenues - commodity consideration
|
4
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Product sales
|
75
|
|
|
52
|
|
|
173
|
|
|
120
|
|
||||
Segment revenues
|
311
|
|
|
269
|
|
|
641
|
|
|
554
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Product costs
|
(77
|
)
|
|
(49
|
)
|
|
(176
|
)
|
|
(118
|
)
|
||||
Processing commodity expenses
|
(2
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
Other segment costs and expenses
|
(92
|
)
|
|
(90
|
)
|
|
(179
|
)
|
|
(177
|
)
|
||||
Proportional Modified EBITDA of equity-method investments
|
115
|
|
|
117
|
|
|
223
|
|
|
214
|
|
||||
Northeast G&P Modified EBITDA
|
$
|
255
|
|
|
$
|
247
|
|
|
$
|
505
|
|
|
$
|
473
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Service revenues
|
$
|
590
|
|
|
$
|
547
|
|
|
$
|
1,199
|
|
|
$
|
1,083
|
|
Service revenues - commodity consideration
|
12
|
|
|
—
|
|
|
27
|
|
|
—
|
|
||||
Product sales
|
105
|
|
|
125
|
|
|
198
|
|
|
259
|
|
||||
Segment revenues
|
707
|
|
|
672
|
|
|
1,424
|
|
|
1,342
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Product costs
|
(106
|
)
|
|
(113
|
)
|
|
(198
|
)
|
|
(231
|
)
|
||||
Processing commodity expenses
|
(2
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Other segment costs and expenses
|
(168
|
)
|
|
(185
|
)
|
|
(380
|
)
|
|
(359
|
)
|
||||
Proportional Modified EBITDA of equity-method investments
|
44
|
|
|
80
|
|
|
87
|
|
|
152
|
|
||||
Atlantic-Gulf Modified EBITDA
|
$
|
475
|
|
|
$
|
454
|
|
|
$
|
926
|
|
|
$
|
904
|
|
|
|
|
|
|
|
|
|
||||||||
NGL margin
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
18
|
|
|
$
|
23
|
|
•
|
A $63 million decrease in commodity marketing revenues driven by a $91 million decrease in crude oil revenues as this activity is now presented on a net basis within
Product costs
in 2018 in conjunction with the adoption of ASC 606, partially offset by a $27 million increase in NGL marketing revenues reflecting 37 percent higher non-ethane prices;
|
•
|
A $23 million increase in system management gas sales. System management gas sales are substantially offset in
Product costs
and therefore have little impact to Modified EBITDA.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
Service revenues
|
$
|
535
|
|
|
$
|
527
|
|
|
$
|
1,066
|
|
|
$
|
1,045
|
|
Service revenues - commodity consideration
|
78
|
|
|
—
|
|
|
160
|
|
|
—
|
|
||||
Product sales
|
560
|
|
|
435
|
|
|
1,090
|
|
|
891
|
|
||||
Segment revenues
|
1,173
|
|
|
962
|
|
|
2,316
|
|
|
1,936
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Product costs
|
(557
|
)
|
|
(409
|
)
|
|
(1,083
|
)
|
|
(825
|
)
|
||||
Processing commodity expenses
|
(20
|
)
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
||||
Other segment costs and expenses
|
(226
|
)
|
|
(215
|
)
|
|
(418
|
)
|
|
(413
|
)
|
||||
Proportional modified EBITDA of equity-method investments
|
19
|
|
|
18
|
|
|
37
|
|
|
43
|
|
||||
West Modified EBITDA
|
$
|
389
|
|
|
$
|
356
|
|
|
$
|
802
|
|
|
$
|
741
|
|
|
|
|
|
|
|
|
|
||||||||
NGL margin
|
$
|
53
|
|
|
$
|
30
|
|
|
$
|
105
|
|
|
$
|
67
|
|
•
|
A $15 million increase primarily related to higher processing rates in the Piceance region driven by higher NGL prices, as well as higher gathering volumes in the Haynesville Shale region and other areas, partially offset by lower gathering volumes primarily in the Eagle Ford region;
|
•
|
Offsetting changes primarily associated with implementing the new revenue guidance under ASC 606 including a $30 million decrease related to lower amortization of deferred revenue associated with the up-front cash payments received in conjunction with the fourth quarter 2016 Barnett Shale and Mid-Continent contract restructurings, offset by a $17 million increase related to the earlier recognition of revenues associated with MVCs and a $13 million increase related to other deferred revenue amortization primarily in the Permian basin;
|
•
|
A $7 million decrease at Northwest Pipeline primarily due to the reduction of its rates as a result of a rate case settlement that became effective January 1, 2018.
|
•
|
A $97 million increase in marketing revenues primarily due to increases in product prices including a 41 percent increase in average non-ethane per-unit sales prices and an 8 percent increase in ethane prices, partially offset by an 8 percent decrease in natural gas volumes (substantially offset by higher
Product costs)
;
|
•
|
A $9 million increase in system management gas sales due to a change in presentation in accordance with ASC 606, which are offset in
Product costs
and, therefore, have no impact on Modified EBITDA.
|
•
|
A $26 million increase driven by higher gathering volumes primarily in the Haynesville Shale region;
|
•
|
A $13 million increase in rates driven by higher NGL prices in the Piceance region as well as higher average gathering and processing rates across most other areas, partially offset by lower rates primarily in the Haynesville Shale;
|
•
|
Nearly offsetting changes primarily associated with implementing the new revenue guidance under ASC 606 including a $59 million decrease related to lower amortization of deferred revenue associated with the up-front cash payments received in conjunction with the fourth quarter 2016 Barnett Shale and Mid-Continent contract restructurings, offset by a $34 million increase related to the earlier recognition of revenues associated with MVCs and a $24 million increase related to other deferred revenue amortization primarily in the Permian basin;
|
•
|
A $15 million decrease at Northwest Pipeline primarily due to the reduction of its rates as a result of a rate case settlement that became effective January 1, 2018.
|
•
|
A $129 million increase in marketing revenues primarily due to increases in product prices including a 29 percent increase in average non-ethane per-unit sales prices and a 10 percent increase in ethane prices, partially offset by an 18 percent decrease in natural gas volumes (substantially offset by higher
Product costs)
;
|
•
|
A $26 million increase in system management gas sales due to a change in presentation in accordance with ASC 606, which are offset in
Product costs
and, therefore, have no impact on Modified EBITDA.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(Millions)
|
||||||||||||||
NGL & Petchem Services Modified EBITDA
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
81
|
|
|
|
|
|
|
|
|
|
||||||||
Olefins margin
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
123
|
|
•
|
Cash and cash equivalents on hand;
|
•
|
Cash generated from operations;
|
•
|
Distributions from our equity-method investees;
|
•
|
Cash proceeds from issuance of debt and/or equity securities;
|
•
|
Utilization of our credit facility and/or commercial paper program;
|
•
|
Proceeds from asset monetizations.
|
•
|
Working capital requirements;
|
•
|
Capital and investment expenditures;
|
•
|
Debt service payments, including payments of long-term debt;
|
•
|
Quarterly distributions to our unitholders.
|
Available Liquidity
|
June 30, 2018
|
||
|
(Millions)
|
||
Cash and cash equivalents
|
$
|
255
|
|
Capacity available under our $3.5 billion credit facility, less amounts outstanding under our
$3 billion commercial paper program (1)
|
3,500
|
|
|
|
$
|
3,755
|
|
|
(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. Through
June 30, 2018
, no amount was outstanding under our commercial paper program and credit facility during 2018. At
June 30, 2018
, we were in compliance with the financial covenants associated with this credit facility. Borrowing capacity available under our $3.5 billion credit facility as of July 31, 2018, was $3.5 billion.
|
Rating Agency
|
|
Outlook
|
|
Senior Unsecured
Debt Rating
|
|
Corporate Credit Rating
|
S&P Global Ratings
|
|
Negative
|
|
BBB
|
|
BBB
|
Moody’s Investors Service
|
|
Stable
|
|
Baa3
|
|
N/A
|
Fitch Ratings
|
|
Positive
|
|
BBB-
|
|
N/A
|
|
Cash Flow
|
|
Six Months Ended
June 30, |
||||||
|
Category
|
|
2018
|
|
2017
|
||||
|
|
|
(Millions)
|
||||||
Sources of cash and cash equivalents:
|
|
|
|
|
|
||||
Operating activities – net
|
Operating
|
|
$
|
1,710
|
|
|
$
|
1,765
|
|
Proceeds from long-term debt (see Note 6)
|
Financing
|
|
1,814
|
|
|
1,698
|
|
||
Contributions in aid of construction
|
Investing
|
|
339
|
|
|
194
|
|
||
Proceeds from sales of common units (see Note 1)
|
Financing
|
|
—
|
|
|
2,184
|
|
||
Proceeds from dispositions of equity-method investments (see Note 4)
|
Investing
|
|
—
|
|
|
200
|
|
||
|
|
|
|
|
|
||||
Uses of cash and cash equivalents:
|
|
|
|
|
|
||||
Capital expenditures
|
Investing
|
|
(1,873
|
)
|
|
(1,049
|
)
|
||
Payments of long-term debt (see Note 6)
|
Financing
|
|
(1,251
|
)
|
|
(1,535
|
)
|
||
Distributions paid (1)
|
Financing
|
|
(1,116
|
)
|
|
(1,357
|
)
|
||
Distributions to noncontrolling interests
|
Financing
|
|
(93
|
)
|
|
(108
|
)
|
||
Purchases of and contributions to equity-method investments
|
Investing
|
|
(91
|
)
|
|
(79
|
)
|
||
Payments of commercial paper – net
|
Financing
|
|
—
|
|
|
(93
|
)
|
||
|
|
|
|
|
|
||||
Other sources / (uses) – net
|
Financing and Investing
|
|
(65
|
)
|
|
(57
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
|
|
$
|
(626
|
)
|
|
$
|
1,763
|
|
(1)
|
Includes $852 million and $1.018 billion to Williams in 2018 and 2017, respectively.
|
•
|
The delivery of the joint consent statement/proxy statement/prospectus to holders of WPZ Units at least 20 business days prior to the closing;
|
•
|
The delivery of the written consent in which WPZ unit holders holding a majority of the WPZ Units outstanding approve and adopt the WPZ Merger Agreement and the WPZ Merger in accordance with applicable law;
|
•
|
The effectiveness of the registration statement of which the joint consent statement/proxy statement/prospectus forms a part;
|
•
|
The approval for listing on the NYSE of the Williams common stock to be issued in the WPZ Merger, subject to official notice of issuance;
|
•
|
The absence of any decree, order, injunction, or law that prohibits the WPZ Merger or makes the WPZ Merger unlawful;
|
•
|
The approval by Williams stockholders of (i) the Charter Amendment and (ii) the issuance of Williams common stock in the WPZ Merger pursuant to the WPZ Merger Agreement, each having been obtained in accordance with applicable law and Williams’ governing documents.
|
•
|
Certain fundamental representations and warranties of the other party relating to organization and existence, authorization to enter into the WPZ Merger Agreement and to complete the transactions contemplated thereby, and capitalization being true and correct as of the closing in all material respects;
|
•
|
The representations and warranties of the other party relating to the absence of changes that would have a material adverse effect on such party and the absence of material damage, destruction, or loss to any material portion of assets of such party or its subsidiaries being true and correct as of the closing;
|
•
|
All other representations and warranties of the other party being true and correct as of the closing, other than certain failures to be true and correct that would not in the aggregate result in a material adverse effect on the party making the representation or warranty;
|
•
|
The other party having performed or complied with all agreements and covenants required to be performed by it under the WPZ Merger Agreement in all material respects.
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
2.1§
|
|
—
|
|
|
2.2§
|
|
—
|
|
|
3.1
|
|
—
|
|
|
3.2
|
|
—
|
|
|
3.3
|
|
—
|
|
|
3.4
|
|
—
|
|
|
3.5
|
|
—
|
|
|
3.6
|
|
—
|
|
|
3.7
|
|
—
|
|
|
3.8
|
|
—
|
|
|
3.9
|
|
—
|
|
|
3.10
|
|
—
|
|
|
12*
|
|
—
|
|
|
31.1*
|
|
—
|
|
Exhibit
No.
|
|
|
|
Description
|
|
|
|
|
|
31.2*
|
|
—
|
|
|
32**
|
|
—
|
|
|
101.INS*
|
|
—
|
|
XBRL Instance Document.
|
101.SCH*
|
|
—
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL*
|
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF*
|
|
—
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB*
|
|
—
|
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE*
|
|
—
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
§
|
Pursuant to Item 601(b)(2) of Regulation S-K., the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.
|
|
|
W
ILLIAMS
P
ARTNERS
L.P.
|
|
|
(Registrant)
|
|
By:
|
WPZ GP LLC, its general partner
|
|
|
|
|
|
/s/ T
ED
T. T
IMMERMANS
|
|
|
Ted T. Timmermans
|
|
|
Vice President, Controller and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)
|
1 Year Williams Partners Chart |
1 Month Williams Partners Chart |
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