UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2020



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number 1-4174

~~1-4174~~

THE WILLIAMS COMPANIES, INC.



(Exact name of registrant as specified in its charter)



Delaware		73-0569878
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Williams Center
Tulsa	Oklahoma	74172-0172
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~918~~) (918) 573-2000

NO CHANGE

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	WMB	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Shares Outstanding at October 29, 2020
Common Stock, $1.00 par value						1,213,585,717


~~Class~~		~~Shares Outstanding at July 30, 2020~~
~~Common Stock, $1.00 par value~~	~~1,213,558,476~~

The Williams Companies, Inc.

Index



	Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statement of ~~Operations~~Income – Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and 2019		6
Consolidated Statement of Comprehensive Income (Loss) – Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and 2019		7
Consolidated Balance Sheet – ~~June~~September 30, 2020 and December 31, 2019		8
Consolidated Statement of Changes in Equity – Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and 2019		9
Consolidated Statement of Cash Flows – ~~Six~~Nine Months Ended ~~June~~September 30, 2020 and 2019		11
Notes to Consolidated Financial Statements		12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
Item 3. Quantitative and Qualitative Disclosures About Market Risk		5756
Item 4. Controls and Procedures		5756
Part II. Other Information		5756
Item 1. Legal Proceedings		5756
Item 1A. Risk Factors		5857

Item 6. Exhibits		5958

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

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

•Levels of dividends to Williams stockholders;

•Future credit ratings of Williams and its affiliates;

•Amounts and nature of future capital expenditures;

•Expansion and growth of our business and operations;

•Expected in-service dates for capital projects;

•Financial condition and liquidity;

•Business strategy;

•Cash flow from operations or results of operations;

•Seasonality of certain business components;

•Natural gas, natural gas liquids, and crude oil prices, supply, and demand;

•Demand for our services;

•The impact of the novel coronavirus (COVID-19) pandemic.

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

•Availability of supplies, market demand, and volatility of prices;

•Development and rate of adoption of alternative energy sources;

•The impact of existing and future laws and regulations, the regulatory environment, environmental liabilities, and litigation, as well as our ability to obtain necessary permits and approvals, and achieve favorable rate proceeding outcomes;

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

•Our ability to acquire new businesses and assets and successfully integrate those operations and assets into existing businesses as well as successfully expand our facilities, and to consummate asset sales on acceptable terms;

•Whether we are able to successfully identify, evaluate, and timely execute our capital projects and investment opportunities;

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

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

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

•Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social, and governance practices;

•The physical and financial risks associated with climate change;

•The impacts of operational and developmental hazards and unforeseen interruptions;

•The risks resulting from outbreaks or other public health crises, including COVID-19;

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

•Acts of terrorism, cybersecurity incidents, and related disruptions;

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

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

•Inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers);

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

•The ability of the members of the Organization of Petroleum Exporting Countries and other oil exporting nations to agree to and maintain oil price and production controls and the impact on domestic production;

•Changes in the current geopolitical situation;

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

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

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

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

Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 24, 2020, as supplemented by the disclosures in Part II, Item 1A. in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

DEFINITIONS

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

Measurements:

Barrel: One barrel of petroleum products that equals 42 U.S. gallons

Bcf: One billion cubic feet of natural gas

Bcf/d: One billion cubic feet of natural gas per day

British Thermal Unit (Btu): A unit of energy needed to raise the temperature of one pound of water by one degree Fahrenheit

Dekatherms (Dth): A unit of energy equal to one million British thermal units

Mbbls/d: One thousand barrels per day

Mdth/d: One thousand dekatherms per day

MMcf/d: One million cubic feet per day

MMdth: One million dekatherms or approximately one trillion British thermal units

MMdth/d: One million dekatherms per day

Tbtu: One trillion British thermal units

Consolidated Entities:

Cardinal: Cardinal Gas Services, L.L.C.

Gulfstar One: Gulfstar One LLC

Northwest Pipeline: Northwest Pipeline LLC

Transco: Transcontinental Gas Pipe Line Company, LLC

UEOM: Utica East Ohio Midstream LLC, previously a Partially Owned Entity until acquiring remaining interest in March 2019

Northeast JV: Ohio Valley Midstream LLC, a partially owned venture that includes our Ohio Valley assets and UEOM

Partially Owned Entities: Entities in which we do not own a 100 percent ownership interest and which, as of ~~June~~September 30, 2020, we account for as an equity-method ~~investment,~~investments, including principally the following:

Aux Sable: Aux Sable Liquid Products LP

Caiman II: Caiman Energy II, LLC

Discovery: Discovery Producer Services LLC

Gulfstream: Gulfstream Natural Gas System, L.L.C.

Jackalope: Jackalope Gas Gathering Services, L.L.C., which was sold in April 2019

Laurel Mountain: Laurel Mountain Midstream, LLC

OPPL: Overland Pass Pipeline Company LLC

RMM: Rocky Mountain Midstream Holdings LLC

Government and Regulatory:

EPA: Environmental Protection Agency

Exchange Act, the: Securities and Exchange Act of 1934, as amended

FERC: Federal Energy Regulatory Commission

IRS: Internal Revenue Service

SEC: Securities and Exchange Commission

Other:

Fractionation: The process by which a mixed stream of natural gas liquids is separated into constituent products, such as ethane, propane, and butane

GAAP: U.S. generally accepted accounting principles

LNG: Liquefied natural gas; natural gas which has been liquefied at cryogenic temperatures

MVC: Minimum volume commitment

NGLs: Natural gas liquids; natural gas liquids result from natural gas processing and crude oil refining and are used as petrochemical feedstocks, heating fuels, and gasoline additives, among other applications

NGL margins: NGL revenues less any applicable Btu replacement cost, plant fuel, transportation, and fractionation

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The Williams Companies, Inc.

Consolidated Statement of ~~Operations~~Income

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Millions, except per-share amounts)
Revenues:
Service revenues	$	1,479	$	1,495	$	4,399	$	4,424
Service revenues – commodity consideration	40		38		93		158
Product sales	414		466		1,135		1,512
Total revenues	1,933		1,999		5,627		6,094
Costs and expenses:
Product costs	380		434		1,047		1,442
Processing commodity expenses	21		19		49		83
Operating and maintenance expenses	336		364		993		1,091
Depreciation and amortization expenses	426		435		1,285		1,275
Selling, general, and administrative expenses	114		130		354		410
Impairment of certain assets (Note 12)	0		0		0		76
Impairment of goodwill (Note 12)	0		0		187		0
Other (income) expense – net	15		(11)		28		30
Total costs and expenses	1,292		1,371		3,943		4,407
Operating income (loss)	641		628		1,684		1,687
Equity earnings (losses) (Note 5)	106		93		236		260
Impairment of equity-method investments (Note 12)	0		(114)		(938)		(186)
Other investing income (loss) – net (Note 5)	2		7		6		132
Interest incurred	(298)		(303)		(898)		(915)
Interest capitalized	6		7		16		27
Other income (expense) – net	(23)		1		(14)		19
Income (loss) before income taxes	434		319		92		1,024
Provision (benefit) for income taxes	111		77		24		244


Net income (loss)	323		242		68		780
Less: Net income (loss) attributable to noncontrolling interests	14		21		(27)		54
Net income (loss) attributable to The Williams Companies, Inc.	309		221		95		726
Preferred stock dividends	1		1		2		2
Net income (loss) available to common stockholders	$	308	$	220	$	93	$	724



Basic earnings (loss) per common share:


Net income (loss)	$	.25	$	.18	$	.08	$	.60
Weighted-average shares (thousands)	1,213,912		1,212,270		1,213,512		1,211,938
Diluted earnings (loss) per common share:


Net income (loss)	$	.25	$	.18	$	.08	$	.60
Weighted-average shares (thousands)	1,215,335		1,214,165		1,214,757		1,213,943

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
(Millions, except per-share amounts)
Revenues:
Service revenues $ 1,446
$ 1,489
$ 2,920

$ 2,929
Service revenues – commodity consideration 25
56
53
120
Product sales 310
496
721

1,046
Total revenues 1,781
2,041
3,694

4,095
Costs and expenses:

Product costs 271

483

667

1,008
Processing commodity expenses 15

24

28

64
Operating and maintenance expenses 320

387

657

727
Depreciation and amortization expenses 430

424

859

840
Selling, general, and administrative expenses 127

152

240

280
Impairment of certain assets (Note 12) —
64
—
76
Impairment of goodwill (Note 12) —

—

187

—
Other (income) expense – net 6

9

13

41
Total costs and expenses 1,169

1,543

2,651

3,036
Operating income (loss) 612

498

1,043

1,059
Equity earnings (losses) (Note 5) 108

87

130

167
Impairment of equity-method investments (Note 12) —

2
(938 ) (72 )
Other investing income (loss) – net (Note 5) 1

124

4

125
Interest incurred (299 )
(306 )
(600 )
(612 )
Interest capitalized 5

10

10

20
Other income (expense) – net 5

7

9

18
Income (loss) before income taxes 432

422

(342 )
705
Provision (benefit) for income taxes 117

98

(87 )
167
Net income (loss) 315

324

(255 )
538
Less: Net income (loss) attributable to noncontrolling interests 12

14

(41 )
33
Net income (loss) attributable to The Williams Companies, Inc. 303

310

(214 )
505
Preferred stock dividends —
—
1
1
Net income (loss) available to common stockholders $ 303
$ 310
$ (215 ) $ 504
Basic earnings (loss) per common share:
Net income (loss) $ .25
$ .26
$ (.18 ) $ .42
Weighted-average shares (thousands) 1,213,601
1,212,045
1,213,310
1,211,769
Diluted earnings (loss) per common share:
Net income (loss) $ .25
$ .26
$ (.18 ) $ .41
Weighted-average shares (thousands) 1,214,581
1,214,065
1,213,310
1,213,830

See accompanying notes.

The Williams Companies, Inc.

Consolidated Statement of Comprehensive Income (Loss)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,						Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020			2019			2020		2019		2020		2019
	(Millions)										(Millions)
Net income (loss)	$	315	$	324	$	(255	)	$	538	Net income (loss)	$	323	$	242	$	68	$	780
Other comprehensive income (loss):										Other comprehensive income (loss):

Pension and other postretirement benefits:										Pension and other postretirement benefits:
Net actuarial gain (loss) arising during the year, net of taxes of ($7) and ($3) in 2020	23		—		9			—
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of ($3) and ($5) in 2020 and ($2) and ($3) in 2019	6		2		14			5

Net actuarial gain (loss) arising during the year, net of taxes of ($4) and ($7) in 2020 and $1 and $1 in 2019										Net actuarial gain (loss) arising during the year, net of taxes of ($4) and ($7) in 2020 and $1 and $1 in 2019	11		(5)		20		(5)
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of ($1) and ($6) in 2020 and $0 and ($3) in 2019										Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of ($1) and ($6) in 2020 and $0 and ($3) in 2019	5		4		19		9
Other comprehensive income (loss)	29		2		23			5		Other comprehensive income (loss)	16		(1)		39		4
Comprehensive income (loss)	344		326		(232		)	543		Comprehensive income (loss)	339		241		107		784
Less: Comprehensive income (loss) attributable to noncontrolling interests	12		14		(41		)	33		Less: Comprehensive income (loss) attributable to noncontrolling interests	14		21		(27)		54
Comprehensive income (loss) attributable to The Williams Companies, Inc.	$	332	$	312	$	(191	)	$	510	Comprehensive income (loss) attributable to The Williams Companies, Inc.	$	325	$	220	$	134	$	730

See accompanying notes.

The Williams Companies, Inc.

Consolidated Balance Sheet

(Unaudited)


	September 30, 2020		December 31, 2019
	(Millions, except per-share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	70	$	289
Trade accounts and other receivables	1,021		1,002
Allowance for doubtful accounts	(10)		(6)
Trade accounts and other receivables – net	1,011		996
Inventories	157		125

Other current assets and deferred charges	165		170
Total current assets	1,403		1,580
Investments	5,176		6,235
Property, plant, and equipment	42,384		41,510
Accumulated depreciation and amortization	(13,277)		(12,310)
Property, plant, and equipment – net	29,107		29,200
Intangible assets – net of accumulated amortization	7,531		7,959
Regulatory assets, deferred charges, and other	1,103		1,066
Total assets	$	44,320	$	46,040
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	464	$	552

Accrued liabilities	965		1,276
Commercial paper	40		0
Long-term debt due within one year	392		2,140
Total current liabilities	1,861		3,968
Long-term debt	21,951		20,148
Deferred income tax liabilities	1,846		1,782
Regulatory liabilities, deferred income, and other	3,764		3,778
Contingent liabilities (Note 13)
Equity:
Stockholders’ equity:
Preferred stock	35		35
Common stock ($1 par value; 1,470 million shares authorized at September 30, 2020 and December 31, 2019; 1,248 million shares issued at September 30, 2020 and 1,247 million shares issued at December 31, 2019)	1,248		1,247
Capital in excess of par value	24,359		24,323
Retained deficit	(12,376)		(11,002)
Accumulated other comprehensive income (loss)	(160)		(199)
Treasury stock, at cost (35 million shares of common stock)	(1,041)		(1,041)
Total stockholders’ equity	12,065		13,363
Noncontrolling interests in consolidated subsidiaries	2,833		3,001
Total equity	14,898		16,364
Total liabilities and equity	$	44,320	$	46,040

June 30,
2020 December 31,
2019
(Millions, except per-share amounts)
ASSETS
Current assets:
Cash and cash equivalents $ 1,133
$ 289
Trade accounts and other receivables 917
1,002
Allowance for doubtful accounts (10 ) (6 )
Trade accounts and other receivables – net 907
996
Inventories 134
125
Other current assets and deferred charges 164
170
Total current assets 2,338
1,580
Investments 5,155
6,235
Property, plant, and equipment 42,092
41,510
Accumulated depreciation and amortization (12,955 ) (12,310 )
Property, plant, and equipment – net 29,137
29,200
Intangible assets – net of accumulated amortization 7,609
7,959
Regulatory assets, deferred charges, and other 1,104
1,066
Total assets $ 45,343
$ 46,040
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 769
$ 552
Accrued liabilities 1,043
1,276
Long-term debt due within one year 626
2,140
Total current liabilities 2,438
3,968
Long-term debt 22,323
20,148
Deferred income tax liabilities 1,729
1,782
Regulatory liabilities, deferred income, and other 3,773
3,778
Contingent liabilities (Note 13)

Equity:
Stockholders’ equity:
Preferred stock 35
35
Common stock ($1 par value; 1,470 million shares authorized at June 30, 2020 and December 31, 2019; 1,248 million shares issued at June 30, 2020 and 1,247 million shares issued at December 31, 2019) 1,248
1,247
Capital in excess of par value 24,343
24,323
Retained deficit (12,197 ) (11,002 )
Accumulated other comprehensive income (loss) (176 ) (199 )
Treasury stock, at cost (35 million shares of common stock) (1,041 ) (1,041 )
Total stockholders’ equity 12,212
13,363
Noncontrolling interests in consolidated subsidiaries 2,868
3,001
Total equity 15,080
16,364
Total liabilities and equity $ 45,343
$ 46,040

See accompanying notes.

The Williams Companies, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)


	The Williams Companies, Inc. Stockholders
	Preferred Stock		Common Stock		Capital in Excess of Par Value		Retained Deficit		AOCI*		Treasury Stock		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
	(Millions)
Balance – June 30, 2020	$	35	$	1,248	$	24,343	$	(12,197)	$	(176)	$	(1,041)	$	12,212	$	2,868	$	15,080
Net income (loss)	0		0		0		309		0		0		309		14		323
Other comprehensive income (loss)	0		0		0		0		16		0		16		0		16
Cash dividends – common stock ($0.40 per share)	0		0		0		(485)		0		0		(485)		0		(485)
Dividends and distributions to noncontrolling interests	0		0		0		0		0		0		0		(49)		(49)
Stock-based compensation and related common stock issuances, net of tax	0		0		16		0		0		0		16		0		16


Contributions from noncontrolling interests	0		0		0		0		0		0		0		1		1
Other	0		0		0		(3)		0		0		(3)		(1)		(4)
Net increase (decrease) in equity	0		0		16		(179)		16		0		(147)		(35)		(182)
Balance – September 30, 2020	$	35	$	1,248	$	24,359	$	(12,376)	$	(160)	$	(1,041)	$	12,065	$	2,833	$	14,898

The Williams Companies, Inc. Stockholders
Preferred Stock Common Stock Capital in Excess of Par Value Retained Deficit AOCI* Treasury Stock Total Stockholders’ Equity Noncontrolling Interests Total Equity
(Millions)
Balance – March 31, 2020 $ 35
$ 1,248
$ 24,330
$ (12,013 ) $ (205 ) $ (1,041 ) $ 12,354
$ 2,905
$ 15,259
Net income (loss) —
—
—
303
—
—
303
12
315
Other comprehensive income (loss) —
—
—
—
29
—
29
—
29
Cash dividends – common stock ($0.40 per share)
—
—
—
(486 ) —
—
(486 ) —
(486 )
Dividends and distributions to noncontrolling interests —
—
—
—
—
—
—
(54 ) (54 )
Stock-based compensation and related common stock issuances, net of tax —
—
13
—
—
—
13
—
13
Contributions from noncontrolling interests —
—
—
—
—
—
—
2
2
Other —
—
—
(1 ) —
—
(1 ) 3
2
Net increase (decrease) in equity —
—
13
(184 ) 29
—
(142 ) (37 ) (179 )
Balance – June 30, 2020 $ 35
$ 1,248
$ 24,343
$ (12,197 ) $ (176 ) $ (1,041 ) $ 12,212
$ 2,868
$ 15,080

Balance – March 31, 2019 $ 35
$ 1,246
$ 24,703
$ (10,270 ) $ (267 ) $ (1,041 ) $ 14,406
$ 1,319
$ 15,725
Net income (loss) —
—
—
310
—
—
310
14
324
Other comprehensive income (loss) —
—
—
—
2
—
2
—
2
Cash dividends – common stock ($0.38 per share)
—
—
—
(461 ) —
—
(461 ) —
(461 )
Dividends and distributions to noncontrolling interests —
—
—
—
—
—
—
(27 ) (27 )
Stock-based compensation and related common stock issuances, net of tax —
—
17
—
—
—
17
—
17
Sale of partial interest in consolidated subsidiary (Note 2) —
—
—
—
—
—
—
1,333
1,333
Changes in ownership of consolidated subsidiaries, net (Note 2) —
—
(425 ) —
—
—
(425 ) 566
141
Contributions from noncontrolling interests —
—
—
—
—
—
—
28
28
Other —
—
1
(2 ) —
—
(1 ) —
(1 )
Net increase (decrease) in equity —
—
(407 ) (153 ) 2
—
(558 ) 1,914
1,356
Balance – June 30, 2019 $ 35
$ 1,246
$ 24,296
$ (10,423 ) $ (265 ) $ (1,041 ) $ 13,848
$ 3,233
$ 17,081


Balance – June 30, 2019	$	35	$	1,246	$	24,296	$	(10,423)	$	(265)	$	(1,041)	$	13,848	$	3,233	$	17,081
Net income (loss)	0		0		0		221		0		0		221		21		242
Other comprehensive income (loss)	0		0		0		0		(1)		0		(1)		0		(1)


Cash dividends – common stock ($0.38 per share)	0		0		0		(461)		0		0		(461)		0		(461)
Dividends and distributions to noncontrolling interests	0		0		0		0		0		0		0		(18)		(18)
Stock-based compensation and related common stock issuances, net of tax	0		1		16		0		0		0		17		0		17


Changes in ownership of consolidated subsidiaries, net (Note 2)	0		0		(1)		0		0		0		(1)		2		1


Other	0		0		(1)		(1)		0		0		(2)		0		(2)
Net increase (decrease) in equity	0		1		14		(241)		(1)		0		(227)		5		(222)
Balance – September 30, 2019	$	35	$	1,247	$	24,310	$	(10,664)	$	(266)	$	(1,041)	$	13,621	$	3,238	$	16,859


*	~~Accumulated Other Comprehensive Income (Loss)~~

*Accumulated Other Comprehensive Income (Loss)

See accompanying notes.

The Williams Companies, Inc.

Consolidated Statement of Changes in Equity (Continued)

(Unaudited)


	The Williams Companies, Inc. Stockholders
	Preferred Stock		Common Stock		Capital in Excess of Par Value		Retained Deficit		AOCI*		Treasury Stock		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
	(Millions)
Balance – December 31, 2019	$	35	$	1,247	$	24,323	$	(11,002)	$	(199)	$	(1,041)	$	13,363	$	3,001	$	16,364
Net income (loss)	0		0		0		95		0		0		95		(27)		68
Other comprehensive income (loss)	0		0		0		0		39		0		39		0		39
Cash dividends – common stock ($1.20 per share)	0		0		0		(1,456)		0		0		(1,456)		0		(1,456)
Dividends and distributions to noncontrolling interests	0		—		0		0		0		0		0		(147)		(147)
Stock-based compensation and related common stock issuances, net of tax	0		1		36		0		0		0		37		0		37


Contributions from noncontrolling interests	0		0		0		0		0		0		0		5		5
Other	0		0		0		(13)		0		0		(13)		1		(12)
Net increase (decrease) in equity	0		1		36		(1,374)		39		0		(1,298)		(168)		(1,466)
Balance – September 30, 2020	$	35	$	1,248	$	24,359	$	(12,376)	$	(160)	$	(1,041)	$	12,065	$	2,833	$	14,898

The Williams Companies, Inc. Stockholders

Preferred
Stock
Common
Stock
Capital in
Excess of
Par Value

Retained
Deficit
AOCI*
Treasury
Stock

Total
Stockholders’
Equity

Noncontrolling
Interests
Total Equity
(Millions)
Balance – December 31, 2019 $ 35
$ 1,247
$ 24,323
$ (11,002 ) $ (199 ) $ (1,041 ) $ 13,363
$ 3,001
$ 16,364
Net income (loss) —
—
—
(214 ) —
—
(214 ) (41 ) (255 )
Other comprehensive income (loss) —
—
—
—
23
—
23
—
23
Cash dividends – common stock ($0.80 per share) —
—
—
(971 ) —
—
(971 ) —
(971 )
Dividends and distributions to noncontrolling interests —
—
—
—
—
—
—
(98 ) (98 )
Stock-based compensation and related common stock issuances, net of tax —
1
20
—
—
—
21
—
21
Contributions from noncontrolling interests —
—
—
—
—
—
—
4
4
Other —
—
—
(10 ) —
—
(10 ) 2
(8 )
Net increase (decrease) in equity —
1
20
(1,195 ) 23
—
(1,151 ) (133 ) (1,284 )
Balance – June 30, 2020 $ 35
$ 1,248
$ 24,343
$ (12,197 ) $ (176 ) $ (1,041 ) $ 12,212
$ 2,868
$ 15,080

Balance – December 31, 2018 $ 35
$ 1,245
$ 24,693
$ (10,002 ) $ (270 ) $ (1,041 ) $ 14,660
$ 1,337
$ 15,997
Net income (loss) —
—
—
505
—
—
505
33
538
Other comprehensive income (loss) —
—
—
—
5
—
5
—
5
Cash dividends – common stock ($0.76 per share) —
—
—
(921 ) —
—
(921 ) —
(921 )
Dividends and distributions to noncontrolling interests —
—
—
—
—
—
—
(68 ) (68 )
Stock-based compensation and related common stock issuances, net of tax —
1
27
—
—
—
28
—
28
Sale of partial interest in consolidated subsidiary (Note 2) —
—
—
—
—
—
—
1,333
1,333
Changes in ownership of consolidated subsidiaries, net (Note 2) —
—
(425 ) —
—
—
(425 ) 566
141
Contributions from noncontrolling interests —
—
—
—
—
—
—
32
32
Other —
—
1
(5 ) —
—
(4 ) —
(4 )
Net increase (decrease) in equity —
1
(397 ) (421 ) 5
—
(812 ) 1,896
1,084
Balance – June 30, 2019 $ 35
$ 1,246
$ 24,296
$ (10,423 ) $ (265 ) $ (1,041 ) $ 13,848
$ 3,233
$ 17,081


Balance – December 31, 2018	$	35	$	1,245	$	24,693	$	(10,002)	$	(270)	$	(1,041)	$	14,660	$	1,337	$	15,997

Net income (loss)	0		0		0		726		0		0		726		54		780
Other comprehensive income (loss)	0		0		0		0		4		0		4		0		4


Cash dividends – common stock ($1.14 per share)	0		0		0		(1,382)		0		0		(1,382)		0		(1,382)
Dividends and distributions to noncontrolling interests	0		0		0		0		0		0		0		(86)		(86)
Stock-based compensation and related common stock issuances, net of tax	0		2		43		0		0		0		45		0		45
Sale of partial interest in consolidated subsidiary (Note 2)	0		0		0		0		0		0		0		1,333		1,333
Changes in ownership of consolidated subsidiaries, net (Note 2)	0		0		(426)		0		0		0		(426)		568		142
Contributions from noncontrolling interests	0		0		0		0		0		0		0		32		32

Other	0		0		0		(6)		0		0		(6)		0		(6)
Net increase (decrease) in equity	0		2		(383)		(662)		4		0		(1,039)		1,901		862
Balance – September 30, 2019	$	35	$	1,247	$	24,310	$	(10,664)	$	(266)	$	(1,041)	$	13,621	$	3,238	$	16,859


*	~~Accumulated Other Comprehensive Income (Loss)~~

*Accumulated Other Comprehensive Income (Loss)

See accompanying notes.

The Williams Companies, Inc.

Consolidated Statement of Cash Flows

(Unaudited)


	Six Months Ended June 30,							Nine Months Ended September 30,
	2020			2019				2020		2019
	(Millions)							(Millions)
OPERATING ACTIVITIES:							OPERATING ACTIVITIES:
Net income (loss)	$	(255	)	$	538		Net income (loss)	$	68	$	780
Adjustments to reconcile to net cash provided (used) by operating activities:							Adjustments to reconcile to net cash provided (used) by operating activities:
Depreciation and amortization	859			840			Depreciation and amortization	1,285		1,275
Provision (benefit) for deferred income taxes	(59		)	182			Provision (benefit) for deferred income taxes	52		268
Equity (earnings) losses	(130		)	(167		)	Equity (earnings) losses	(236)		(260)
Distributions from unconsolidated affiliates	323			327			Distributions from unconsolidated affiliates	466		458

Gain on disposition of equity-method investments (Note 5)	—			(122		)	Gain on disposition of equity-method investments (Note 5)	0		(122)
Impairment of goodwill (Note 12)	187			—			Impairment of goodwill (Note 12)	187		0
Impairment of equity-method investments (Note 12)	938			72			Impairment of equity-method investments (Note 12)	938		186

Impairment of certain assets (Note 12)	—			76			Impairment of certain assets (Note 12)	0		76
Amortization of stock-based awards	24			30			Amortization of stock-based awards	39		44

Cash provided (used) by changes in current assets and liabilities:							Cash provided (used) by changes in current assets and liabilities:
Accounts receivable	85			149			Accounts receivable	(18)		159
Inventories	(9		)	4			Inventories	(33)		7
Other current assets and deferred charges	(13		)	(16		)	Other current assets and deferred charges	(15)		(10)
Accounts payable	236			(98		)	Accounts payable	(77)		(76)
Accrued liabilities	(236		)	70			Accrued liabilities	(286)		76
Other, including changes in noncurrent assets and liabilities	(20		)	(41		)	Other, including changes in noncurrent assets and liabilities	12		(159)
Net cash provided (used) by operating activities	1,930			1,844			Net cash provided (used) by operating activities	2,382		2,702
FINANCING ACTIVITIES:							FINANCING ACTIVITIES:
Proceeds from (payments of) commercial paper – net	—			(4		)	Proceeds from (payments of) commercial paper – net	40		(4)
Proceeds from long-term debt	3,896			720			Proceeds from long-term debt	3,898		736
Payments of long-term debt	(3,226		)	(868		)	Payments of long-term debt	(3,836)		(904)
Proceeds from issuance of common stock	6			6			Proceeds from issuance of common stock	9		10
Proceeds from sale of partial interest in consolidated subsidiary (Note 2)	—			1,330			Proceeds from sale of partial interest in consolidated subsidiary (Note 2)	0		1,330
Common dividends paid	(971		)	(921		)	Common dividends paid	(1,456)		(1,382)
Dividends and distributions paid to noncontrolling interests	(98		)	(68		)	Dividends and distributions paid to noncontrolling interests	(147)		(86)
Contributions from noncontrolling interests	4			32			Contributions from noncontrolling interests	5		32
Payments for debt issuance costs	(17		)	—			Payments for debt issuance costs	(20)		0

Other – net	(10		)	(9		)	Other – net	(12)		(11)
Net cash provided (used) by financing activities	(416		)	218			Net cash provided (used) by financing activities	(1,519)		(279)
INVESTING ACTIVITIES:							INVESTING ACTIVITIES:
Property, plant, and equipment:							Property, plant, and equipment:
Capital expenditures (1)	(613		)	(919		)	Capital expenditures (1)	(938)		(1,705)
Dispositions – net	(16		)	(15		)	Dispositions – net	(30)		(32)
Contributions in aid of construction	19			18			Contributions in aid of construction	27		25

Purchases of businesses, net of cash acquired (Note 2)	—			(727		)	Purchases of businesses, net of cash acquired (Note 2)	0		(728)
Proceeds from dispositions of equity-method investments (Note 5)	—			485			Proceeds from dispositions of equity-method investments (Note 5)	0		485
Purchases of and contributions to equity-method investments	(66		)	(242		)	Purchases of and contributions to equity-method investments	(150)		(361)

Other – net	6			(24		)	Other – net	9		(28)
Net cash provided (used) by investing activities	(670		)	(1,424		)	Net cash provided (used) by investing activities	(1,082)		(2,344)
Increase (decrease) in cash and cash equivalents	844			638			Increase (decrease) in cash and cash equivalents	(219)		79

Cash and cash equivalents at beginning of year	289			168			Cash and cash equivalents at beginning of year	289		168
Cash and cash equivalents at end of period	$	1,133		$	806		Cash and cash equivalents at end of period	$	70	$	247
_____________							_____________
(1) Increases to property, plant, and equipment	$	(581	)	$	(977	)	(1) Increases to property, plant, and equipment	$	(912)	$	(1,707)
Changes in related accounts payable and accrued liabilities	(32		)	58			Changes in related accounts payable and accrued liabilities	(26)		2
Capital expenditures	$	(613	)	$	(919	)	Capital expenditures	$	(938)	$	(1,705)

See accompanying notes.

The Williams Companies, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – General, Description of Business, and Basis of Presentation

General

Our accompanying interim consolidated financial statements do not include all the notes in our annual financial statements and, therefore, should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2019, in Exhibit 99.1 of our Form 8-K dated May 4, 2020. 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~~a wholly owned subsidiary that owns equity-method investments with an approximate average 66 percent interest in multiple gas gathering systems in the Marcellus Shale (Appalachia Midstream Investments).

Notes (Continued)

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,

~~Notes (Continued)~~

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 interest 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. (Jackalope), 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. 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 or unfavorable developments in ongoing bankruptcy proceedings, 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.

Customer bankruptcy

In June 2020, our customer, Chesapeake Energy Corporation (Chesapeake), announced that it had voluntarily filed for relief under Chapter 11 of the U.S. Bankruptcy Code. We provide midstream services, including wellhead gathering, for the natural gas that Chesapeake and its joint interest owners produce, primarily in the Eagle Ford Shale, Haynesville Shale, and Marcellus Shale regions (through ~~our~~ Appalachia Midstream Investments). In 2019, Chesapeake accounted for approximately 6 percent of our consolidated revenues. As of ~~June~~September 30, 2020, ~~we have approximately $91 million of~~ trade accounts receivable due from Chesapeake ~~(substantially all of which is current at June 30, 2020).~~include $88 million related to services provided prior to Chesapeake’s bankruptcy filing. The remaining trade accounts receivable due from Chesapeake are current.

We have evaluated these receivables from Chesapeake and our related asset groups and investments involved in providing services to Chesapeake and determined that no expected credit losses or impairment charges are required to be recognized at this time. This evaluation considered the physical nature of our services in these basins, where we gather at the wellhead and are critical to Chesapeake’s ability to move product to market, along with an assessed low likelihood of contract rejection, noting that ~~none~~to date Chesapeake has not attempted to reject any of our ~~contracts with Chesapeake were rejected in their initial bankruptcy filing.~~contracts. Chesapeake also received initial limited approval to continue paying for services such as those we provide. We also considered our prior experiences with customer bankruptcies, where receivables were ultimately collectible even if the timing of collections was impacted. Future developments in Chesapeake’s ongoing bankruptcy proceedings could affect our assumptions and conclusions regarding credit losses and impairment charges.

Northeast Supply Enhancement

As of ~~June~~September 30, 2020, Property, plant, and equipment in our Consolidated Balance Sheet includes approximately ~~$217~~$215 million of capitalized project development costs for the Northeast Supply Enhancement project. Approvals required for the project from the New York State Department of Environmental Conservation and the New Jersey Department of Environmental Protection have been denied and we have not refiled at this time. Beginning in May 2020, we discontinued capitalization of costs related to this project.

The customer precedent agreements for the Northeast Supply Enhancement project remain in effect and the project’s Federal Energy Regulatory Commission (FERC) certificate remains active. As such, we do not believe this project is probable of abandonment at this time and consider the carrying amount to be recoverable; thus, no

Notes (Continued)

impairment charge has been recognized. It is reasonably possible that further adverse developments in the near future could change this determination, resulting in a future impairment charge of a substantial portion of the capitalized costs.

~~Notes (Continued)~~

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 itthem very costly to replicate by ~~another provider.~~other providers. 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. WeExcluding previously discussed trade accounts receivable due from Chesapeake related to services provided prior to Chesapeake’s bankruptcy filing, we do not have a material amount of ~~significantly aged~~past due receivables at ~~June~~September 30, 2020.

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 12 – Fair Value Measurements and Guarantees). Thus, there was 0 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.

Notes (Continued)

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

~~Notes (Continued)~~

~~$426~~ $426 million and Deferred income tax liabilities by $141 million in the Consolidated Balance Sheet for the year ended December 31, 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~~Income (see Note 12 – Fair Value Measurements and Guarantees).

Notes (Continued)

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
	Transco		Northwest Pipeline		Gulf of Mexico Midstream		Northeast Midstream		West Midstream		Other		Eliminations			Total			(Millions)
	(Millions)
Three Months Ended June 30, 2020
Three Months Ended September 30, 2020																		Three Months Ended September 30, 2020
Revenues from contracts with customers:																		Revenues from contracts with customers:
Service revenues:																		Service revenues:
Regulated interstate natural gas transportation and storage	$	592	$	110	$	—	$	—	$	—	$	—	$	(1	)	$	701	Regulated interstate natural gas transportation and storage	$	600	$	111	$	0	$	0	$	0	$	0	$	(3)	$	708
Gathering, processing, transportation, fractionation, and storage:																		Gathering, processing, transportation, fractionation, and storage:
Monetary consideration	—		—		78		308		297		—		(19		)	664		Monetary consideration	0		0		85		332		288		0		(17)		688
Commodity consideration	—		—		3		1		21		—		—			25		Commodity consideration	0		0		6		2		32		0		0		40
Other	2		—		10		41		17		—		(4		)	66		Other	3		0		3		41		20		0		(2)		65
Total service revenues	594		110		91		350		335		—		(24		)	1,456		Total service revenues	603		111		94		375		340		0		(22)		1,501
Product Sales:
Product sales:																		Product sales:
NGL and natural gas	20		—		17		1		303		—		(31		)	310		NGL and natural gas	21		0		26		12		394		0		(36)		417
Total revenues from contracts with customers	614		110		108		351		638		—		(55		)	1,766		Total revenues from contracts with customers	624		111		120		387		734		0		(58)		1,918
Other revenues (1)	2		—		1		5		2		9		(4		)	15		Other revenues (1)	2		0		3		6		0		8		(4)		15
Total revenues	$	616	$	110	$	109	$	356	$	640	$	9	$	(59	)	$	1,781	Total revenues	$	626	$	111	$	123	$	393	$	734	$	8	$	(62)	$	1,933


Three Months Ended June 30, 2019
Three Months Ended September 30, 2019																		Three Months Ended September 30, 2019
Revenues from contracts with customers:																		Revenues from contracts with customers:
Service revenues:																		Service revenues:
Regulated interstate natural gas transportation and storage	$	565	$	110	$	—	$	—	$	—	$	—	$	(2	)	$	673	Regulated interstate natural gas transportation and storage	$	601	$	111	$	0	$	0	$	0	$	0	$	(2)	$	710
Gathering, processing, transportation, fractionation, and storage:																		Gathering, processing, transportation, fractionation, and storage:
Monetary consideration	—		—		121		291		355		—		(17		)	750		Monetary consideration	0		0		117		310		308		0		(19)		716
Commodity consideration	—		—		13		3		40		—		—			56		Commodity consideration	0		0		7		1		30		0		0		38
Other	1		—		9		34		9		—		(3		)	50		Other	0		0		8		38		12		0		(5)		53
Total service revenues	566		110		143		328		404		—		(22		)	1,529		Total service revenues	601		111		132		349		350		0		(26)		1,517
Product Sales:
Product sales:																		Product sales:
NGL and natural gas	23		—		48		37		430		—		(46		)	492		NGL and natural gas	41		0		34		30		391		0		(28)		468
Total revenues from contracts with customers	589		110		191		365		834		—		(68		)	2,021		Total revenues from contracts with customers	642		111		166		379		741		0		(54)		1,985
Other revenues (1)	2		—		—		5		8		8		(3		)	20		Other revenues (1)	3		0		2		5		0		7		(3)		14
Total revenues	$	591	$	110	$	191	$	370	$	842	$	8	$	(71	)	$	2,041	Total revenues	$	645	$	111	$	168	$	384	$	741	$	7	$	(57)	$	1,999

Notes (Continued)


	Transco		Northwest Pipeline		Gulf of Mexico Midstream		Northeast Midstream		West Midstream		Other		Eliminations		Total
	(Millions)
Nine Months Ended September 30, 2020
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage	$	1,796	$	336	$	0	$	0	$	0	$	0	$	(6)	$	2,126
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration	0		0		262		952		884		0		(58)		2,040
Commodity consideration	0		0		14		5		74		0		0		93
Other	8		0		19		123		46		0		(11)		185
Total service revenues	1,804		336		295		1,080		1,004		0		(75)		4,444
Product sales:
NGL and natural gas	61		0		75		42		1,056		0		(96)		1,138
Total revenues from contracts with customers	1,865		336		370		1,122		2,060		0		(171)		5,582
Other revenues (1)	4		0		6		16		5		25		(11)		45
Total revenues	$	1,869	$	336	$	376	$	1,138	$	2,065	$	25	$	(182)	$	5,627


Nine Months Ended September 30, 2019
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage	$	1,736	$	335	$	0	$	0	$	0	$	0	$	(4)	$	2,067
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration	0		0		366		840		1,007		0		(54)		2,159
Commodity consideration	0		0		33		9		116		0		0		158
Other	1		0		21		104		32		0		(12)		146
Total service revenues	1,737		335		420		953		1,155		0		(70)		4,530
Product sales:
NGL and natural gas	88		0		140		114		1,300		0		(132)		1,510
Total revenues from contracts with customers	1,825		335		560		1,067		2,455		0		(202)		6,040
Other revenues (1)	8		0		6		15		12		22		(9)		54
Total revenues	$	1,833	$	335	$	566	$	1,082	$	2,467	$	22	$	(211)	$	6,094

(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 Income, and amounts associated with our derivative contracts, which are reported in Product sales in our Consolidated Statement of Income.

Transco Northwest Pipeline Gulf of Mexico Midstream
Northeast
Midstream
West Midstream Other Eliminations Total
(Millions)
Six Months Ended June 30, 2020
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage $ 1,196
$ 225
$ —
$ —
$ —
$ —
$ (3 ) $ 1,418
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration —
—
177
620
596
—
(41 ) 1,352
Commodity consideration —
—
8
3
42
—
—
53
Other 5
—
16
82
26
—
(9 ) 120
Total service revenues 1,201
225
201
705
664
—
(53 ) 2,943
Product Sales:
NGL and natural gas 40
—
49
30
662
—
(60 ) 721
Total revenues from contracts with customers 1,241
225
250
735
1,326
—
(113 ) 3,664
Other revenues (1) 2
—
3
10
5
17
(7 ) 30
Total revenues $ 1,243
$ 225
$ 253
$ 745
$ 1,331
$ 17
$ (120 ) $ 3,694

Six Months Ended June 30, 2019
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage $ 1,135
$ 224
$ —
$ —
$ —
$ —
$ (2 ) $ 1,357
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration —
—
249
530
699
—
(35 ) 1,443
Commodity consideration —
—
26
8
86
—
—
120
Other 1
—
13
66
20
—
(7 ) 93
Total service revenues 1,136
224
288
604
805
—
(44 ) 3,013
Product Sales:
NGL and natural gas 47
—
106
84
909
—
(104 ) 1,042
Total revenues from contracts with customers 1,183
224
394
688
1,714
—
(148 ) 4,055
Other revenues (1) 5
—
4
10
12
15
(6 ) 40
Total revenues $ 1,188
$ 224
$ 398
$ 698
$ 1,726
$ 15
$ (154 ) $ 4,095

~~(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~~.

Notes (Continued)

Contract Assets

The following table presents a reconciliation of our contract assets:

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
(Millions)
Balance at beginning of period $ 18
$ 22
$ 8
$ 4
Revenue recognized in excess of amounts invoiced 46
20
69
39
Minimum volume commitments invoiced (34 ) (25 ) (47 ) (26 )
Balance at end of period $ 30
$ 17
$ 30
$ 17


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Millions)
Balance at beginning of period	$	30	$	17	$	8	$	4
Revenue recognized in excess of amounts invoiced	36		14		105		53
Minimum volume commitments invoiced	(24)		0		(71)		(26)
Balance at end of period	$	42	$	31	$	42	$	31

Contract Liabilities

The following table presents a reconciliation of our contract liabilities:

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
(Millions)
Balance at beginning of period $ 1,189
$ 1,335
$ 1,215
$ 1,397
Payments received and deferred 74
93
102
126
Significant financing component 2
3
5
7
Recognized in revenue (62 ) (100 ) (119 ) (199 )
Balance at end of period $ 1,203
$ 1,331
$ 1,203
$ 1,331


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Millions)
Balance at beginning of period	$	1,203	$	1,331	$	1,215	$	1,397
Payments received and deferred	14		12		116		138
Significant financing component	3		3		8		10
Recognized in revenue	(50)		(77)		(169)		(276)
Balance at end of period	$	1,170	$	1,269	$	1,170	$	1,269

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 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 ~~June~~September 30, 2020, do not consider potential future performance obligations for which the renewal has not been exercised and ~~excludes~~exclude contracts with customers for which the underlying facilities have not received FERC authorization to be placed into service. Consideration received prior to ~~June~~September 30, 2020, that will be recognized in future periods is also excluded from our remaining performance obligations and is instead reflected in contract liabilities.

Notes (Continued)

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 ~~June~~September 30, 2020.

Contract Liabilities Remaining Performance Obligations
(Millions)
2020 (remainder) $ 97
$ 1,662
2021 81
3,266
2022 62
3,100
2023 56
2,682
2024 56
2,282
Thereafter 851
18,138
Total $ 1,203
$ 31,130


	Contract Liabilities		Remaining Performance Obligations
	(Millions)
2020 (remainder)	$	45	$	840
2021	72		3,315
2022	69		3,145
2023	54		2,811
2024	52		2,301

Thereafter	878		18,178
Total	$	1,170	$	30,590

Accounts Receivable

The following is a summary of our Trade accounts and other receivables – net:

June 30, 2020 December 31, 2019
(Millions)
Accounts receivable related to revenues from contracts with customers $ 749
$ 890
Other accounts receivable 158
106
Total reflected in Trade accounts and other receivables – net
$ 907
$ 996


	September 30, 2020		December 31, 2019
	(Millions)
Accounts receivable related to revenues from contracts with customers	$	868	$	890
Other accounts receivable	143		106
Total reflected in Trade accounts and other receivables – net	$	1,011	$	996

Note 4 – Variable Interest Entities

Consolidated VIEs

As of ~~June~~September 30, 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~~that 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.

Notes (Continued)

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


	September 30, 2020		December 31, 2019
	(Millions)
Assets (liabilities):
Cash and cash equivalents	$	62	$	102
Trade accounts and other receivables – net	150		167


Other current assets and deferred charges	6		5

Property, plant, and equipment – net	5,562		5,745
Intangible assets – net of accumulated amortization	2,404		2,669
Regulatory assets, deferred charges, and other	12		13
Accounts payable	(27)		(58)

Accrued liabilities	(36)		(66)




Regulatory liabilities, deferred income, and other	(287)		(283)

June 30,
2020
December 31,
2019

(Millions)
Assets (liabilities):

Cash and cash equivalents $ 91
$ 102
Trade accounts and other receivables – net 143
167
Other current assets and deferred charges 8
5
Property, plant, and equipment – net 5,625
5,745
Intangible assets – net of accumulated amortization 2,427
2,669
Regulatory assets, deferred charges, and other 12
13
Accounts payable (27 ) (58 )
Accrued liabilities (49 ) (66 )
Regulatory liabilities, deferred income, and other (288 ) (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 12 – Fair Value Measurements and Guarantees). Our exposure to loss is limited to the carrying value of our investment.

Note 5 – Investing Activities

The following table presents certain items reflected in Other investing income (loss) – net in the Consolidated Statement of ~~Operations~~:Income:


										Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended June 30,				Six Months Ended June 30,					2020		2019		2020		2019
	2020		2019		2020		2019			(Millions)
	(Millions)
Gain on disposition of equity-method investments (1)	$	—	$	122	$	—	$	122	Gain on disposition of equity-method investments (1)	$	0	$	0	$	0	$	122
Other	1		2		4		3		Other	2		7		6		10
Other investing income (loss) – net	$	1	$	124	$	4	$	125	Other investing income (loss) – net	$	2	$	7	$	6	$	132

_______________


~~(1)~~	~~In April 2019, we sold our 50 percent equity-method interest in Jackalope for $485 million in cash, resulting in a gain on the disposition of $122 million.~~

(1) In April 2019, we sold our 50 percent equity-method interest in Jackalope for $485 million in cash, resulting in a gain on the disposition of $122 million.

Impairment of Equity-Method Investments

~~Impairment of equity-method investments~~ ~~for the six months ended June 30, 2020, includes $938 million associated with the first-quarter 2020 impairment of equity-method investments (see~~See Note 12 – Fair Value Measurements and ~~Guarantees).~~Guarantees for information regarding impairments of our equity-method investments.

Notes (Continued)

Impairment of RMM Goodwill

Equity earnings (losses) for the ~~six~~nine months ended ~~June~~September 30, 2020, includes a $78 million loss associated with the first-quarter 2020 full impairment of goodwill recognized by our investee RMM, which was allocated entirely to our member interest per the terms of the membership agreement.

Note 6 – Other Accruals

~~The second quarter of 2019 reflects charges of $23 million within~~ Operating and maintenance expenses for the three and ~~$20~~nine months ended September 30, 2019, reflect charges of $7 million ~~within~~and $30 million, respectively, and Selling, general, and administrative expenses for the three and nine months ended September 30, 2019, reflect charges of $3 million and $23 million, respectively, for estimated severance and related costs, primarily associated with a voluntary separation program. The severance and related costs by segment for the three and ~~six~~nine months ended ~~June~~September 30, 2019 are as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2019
	(Millions)
Transmission & Gulf of Mexico	$	14	$	36
Northeast G&P	(3)		7
West	(1)		10
Total	$	10	$	53

(Millions)
Transmission & Gulf of Mexico $ 22
Northeast G&P 10
West 11
Total $ 43

Note 7 – Provision (Benefit) for Income Taxes

The Provision (benefit) for income taxes includes:

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
(Millions)
Current:
Federal $ —
$ (9 ) $ (28 ) $ (15 )
State (1 ) —
—
—
(1 ) (9 ) (28 ) (15 )
Deferred:
Federal 93
91
(41 ) 152
State 25
16
(18 ) 30
118
107
(59 ) 182
Provision (benefit) for income taxes $ 117
$ 98
$ (87 ) $ 167


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Millions)
Current:
Federal	$	0	$	(10)	$	(28)	$	(25)
State	0		0		0		0
Foreign	0		1		0		1
	0		(9)		(28)		(24)
Deferred:
Federal	97		73		56		225
State	14		13		(4)		43

	111		86		52		268
Provision (benefit) for income taxes	$	111	$	77	$	24	$	244

The effective income tax ~~rate~~rates for the total provision (benefit) for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 isare 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.

Notes (Continued)

Note 8 – Earnings (Loss) Per Common Share

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019

(Dollars in millions, except per-share
amounts; shares in thousands)
Net income (loss) available to common stockholders $ 303
$ 310
$ (215 ) $ 504
Basic weighted-average shares 1,213,601
1,212,045
1,213,310
1,211,769
Effect of dilutive securities:
Nonvested restricted stock units 980
1,792
—
1,818
Stock options —
228
—
243
Diluted weighted-average shares (1) 1,214,581
1,214,065
1,213,310
1,213,830
Earnings (loss) per common share:
Basic $ .25
$ .26
$ (.18 ) $ .42
Diluted $ .25
$ .26
$ (.18 ) $ .41

~~__________~~


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Dollars in millions, except per-share amounts; shares in thousands)
Net income (loss) available to common stockholders	$	308	$	220	$	93	$	724
Basic weighted-average shares	1,213,912		1,212,270		1,213,512		1,211,938
Effect of dilutive securities:
Nonvested restricted stock units	1,423		1,790		1,241		1,809
Stock options	0		105		4		196
Diluted weighted-average shares	1,215,335		1,214,165		1,214,757		1,213,943
Earnings (loss) per common share:
Basic	$	.25	$	.18	$	.08	$	.60
Diluted	$	.25	$	.18	$	.08	$	.60


~~(1)~~	For the six months ended June 30, 2020, 1.1 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.

Note 9 – Employee Benefit Plans

Net periodic benefit cost (credit) is as follows:

Pension Benefits

Three Months Ended
June 30,
Six Months Ended
June 30,

2020
2019
2020
2019

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

Service cost $ 7

$ 11

$ 15

$ 22
Interest cost 9

13

19

25
Expected return on plan assets (14 )
(16 )
(27 )
(31 )
Amortization of net actuarial loss 7

4

11

8
Net actuarial loss from settlements 2

—

8

—
Net periodic benefit cost (credit) $ 11

$ 12

$ 26

$ 24


	Pension Benefits
	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Millions)
Components of net periodic benefit cost (credit):
Service cost	$	8	$	11	$	23	$	33
Interest cost	9		13		28		38
Expected return on plan assets	(13)		(15)		(40)		(46)

Amortization of net actuarial loss	5		3		16		11
Net actuarial loss from settlements	1		1		9		1
Net periodic benefit cost (credit)	$	10	$	13	$	36	$	37

Other Postretirement Benefits
Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
(Millions)
Components of net periodic benefit cost (credit):
Interest cost $ 1
$ 2
$ 3
$ 4
Expected return on plan assets (2 ) (3 ) (5 ) (5 )
Reclassification to regulatory liability —
1
1
1
Net periodic benefit cost (credit) $ (1 ) $ —
$ (1 ) $ —


	Other Postretirement Benefits
	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Millions)
Components of net periodic benefit cost (credit):
Service cost	$	1	$	1	$	1	$	1
Interest cost	2		2		5		6
Expected return on plan assets	(3)		(3)		(8)		(8)


Reclassification to regulatory liability	0		0		1		1
Net periodic benefit cost (credit)	$	0	$	0	$	(1)	$	0

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~~.Income.

~~Notes (Continued)~~

During the ~~six~~nine months ended ~~June~~September 30, 2020,, we contributed ~~$11~~$12 million to our pension plans and $3$4 million to our other postretirement benefit plans. We presently anticipate making additional contributions of

Notes (Continued)

approximately $3$2 million to our pension plans and approximately $2$1 million to our other postretirement benefit plans in the remainder of 2020.

Note 10 – Debt and Banking Arrangements

Long-Term Debt

Issuances and retirements

On August 17, 2020, we retired $600 million of 4.125 percent senior unsecured notes that were due November 15, 2020.

On May 14, 2020, we completed a public offering of $1 billion of 3.5 percent senior unsecured notes due 2030.

On May 8, 2020, Transco issued $700 million of 3.25 percent senior unsecured notes due 2030 and $500 million of 3.95 percent senior unsecured ~~noted~~notes due 2050 to investors in a private debt placement. As part of the issuance, Transco entered into a registration rights agreement with the initial purchasers of the unsecured notes. Transco is obligated to file and consummate a registration statement for an offer to exchange the notes for a new issue of substantially identical notes registered under the Securities Act of 1933, as amended, within 365 days from closing and to use commercially reasonable efforts to complete the exchange offer. Transco is required to provide a shelf registration statement to cover resales of the notes under certain circumstances. If Transco fails to fulfill these obligations, additional interest will accrue on the affected securities. The rate of additional interest will be 0.25 percent per annum on the principal amount of the affected securities for the first 90-day period immediately following the occurrence of a registration default, increasing by an additional 0.25 percent per annum with respect to each subsequent 90-day period thereafter, up to a maximum amount for all such registration defaults of 0.5 percent annually. Following the cure of any registration defaults, the accrual of additional interest will cease.

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 ~~June~~September 30, 2020, ~~0 commercial~~$40 million of Commercial paper was outstanding under our $4 billion commercial paper ~~program.~~program with a weighted average interest rate of 0.35 percent.

Credit Facilities

June 30, 2020
Stated Capacity Outstanding
(Millions)

Long-term credit facility (1) $ 4,500
$ —
Letters of credit under certain bilateral bank agreements 15


	September 30, 2020
	Stated Capacity		Outstanding
	(Millions)

Long-term credit facility (1)	$	4,500	$	0
Letters of credit under certain bilateral bank agreements			15


~~(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.

Note 11 – 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 1 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

Notes (Continued)

appropriate premium considering recent volatile markets. Each preferred stock purchase right represents the right to purchase, upon certain terms and conditions, one one-thousandth (.001) of a share of Series C Participating Cumulative Preferred Stock, $1.00 par value per share. Each one-thousandth (.001) of a share of Series C Participating Cumulative Preferred Stock, if issued, would

~~Notes (Continued)~~

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.

On August 27, 2020, a purported shareholder filed a putative class action lawsuit in the Delaware Court of Chancery challenging the Rights Agreement. The plaintiff alleges that the individual members of our board of directors breached their fiduciary duties by adopting the Rights Agreement. The complaint seeks declaratory relief, an injunction against the agreement, and an award of attorneys’ fees and costs, which are not expected to be material. On September 3, 2020, a purported shareholder filed a separate putative class action lawsuit in the Delaware Court of Chancery, asserting identical claims to the August 27, 2020 lawsuit. The court consolidated the lawsuits, and trial is scheduled to begin January 11, 2021.

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
—
—
9
9
Amounts reclassified from accumulated other comprehensive income (loss)
—
—
14
14
Other comprehensive income (loss) —
—
23
23
Balance at June 30, 2020 $ (2 ) $ (1 ) $ (173 ) $ (176 )


	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	0		0		20		20
Amounts reclassified from accumulated other comprehensive income (loss)	0		0		19		19
Other comprehensive income (loss)	0		0		39		39

Balance at September 30, 2020	$	(2)	$	(1)	$	(157)	$	(160)

Reclassifications out of AOCI are presented in the following table by component for the ~~six~~nine months ended ~~June~~September 30, 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)

Other income (expense) – net below Operating income (loss)

Income tax benefit

(6)

Provision (benefit) for income taxes

Reclassifications during the period

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) $ 19

Other income (expense) – net below Operating income (loss)
Income tax benefit (5 ) Provision (benefit) for income taxes
Reclassifications during the period $ 14

Notes (Continued)

Note 12 – Fair Value Measurements and Guarantees

The following table presents, by level within the fair value hierarchy, certain of our significant financial assets and liabilities. The carrying values of cash and cash equivalents, accounts receivable, margin deposits, commercial paper, and accounts payable approximate fair value because of the short-term nature of these instruments. Therefore, these assets and liabilities are not presented in the following table.

Fair Value Measurements Using

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, 2020:
Measured on a recurring basis:
ARO Trust investments $ 214
$ 214
$ 214
$ —
$ —
Energy derivative assets designated as hedging instruments 2
2
2
—
—
Energy derivative assets not designated as hedging instruments 2
2
1
1
—
Energy derivative liabilities not designated as hedging instruments (4 ) (4 ) (1 ) (1 ) (2 )
Additional disclosures:
Long-term debt, including current portion (22,949 ) (26,387 ) —
(26,387 ) —
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 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 September 30, 2020:
Measured on a recurring basis:
ARO Trust investments	$	220	$	220	$	220	$	0	$	0




Additional disclosures:

Long-term debt, including current portion	(22,343)		(26,000)		0		(26,000)		0
Guarantees	(41)		(27)		0		(11)		(16)

Assets (liabilities) at December 31, 2019:
Measured on a recurring basis:
ARO Trust investments	$	201	$	201	$	201	$	0	$	0



Additional disclosures:
Long-term debt, including current portion	(22,288)		(25,319)		0		(25,319)		0
Guarantees	(41)		(27)		0		(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.

~~Notes (Continued)~~

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.

Notes (Continued)

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 $27 million at ~~June~~September 30, 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 0 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 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~~was 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,

~~Notes (Continued)~~

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~~.Income. 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~~Income (see Note 2 – Acquisitions).

Notes (Continued)

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										Impairments
					Six Months Ended June 30,										Nine Months Ended September 30,
	Segment	Date of Measurement	Fair Value		2020		2019				Segment	Date of Measurement	Fair Value		2020		2019
			(Millions)										(Millions)
Impairment of certain assets:										Impairment of certain assets:
Certain gathering assets (1)	West	June 30, 2019	$	40			$	59		Certain gathering assets (1)	West	June 30, 2019	$	40			$	59
Certain idle gathering assets (2)	West	March 31, 2019	—				12			Certain idle gathering assets (2)	West	March 31, 2019	0				12
Other impairments and write-downs							5			Other impairments and write-downs							5
Impairment of certain assets							$	76		Impairment of certain assets							$	76
Impairment of equity-method investments:										Impairment of equity-method investments:
RMM (3)	West	March 31, 2020	$	557	$	243				RMM (3)	West	March 31, 2020	$	557	$	243
Brazos Permian II (3)	West	March 31, 2020	—		193					Brazos Permian II (3)	West	March 31, 2020	0		193
Caiman II (4)	Northeast G&P	March 31, 2020	191		229					Caiman II (4)	Northeast G&P	March 31, 2020	191		229
Appalachia Midstream Investments (4)	Northeast G&P	March 31, 2020	2,700		127					Appalachia Midstream Investments (4)	Northeast G&P	March 31, 2020	2,700		127
Aux Sable (4)	Northeast G&P	March 31, 2020	7		39					Aux Sable (4)	Northeast G&P	March 31, 2020	7		39
Laurel Mountain (4)	Northeast G&P	March 31, 2020	236		10					Laurel Mountain (4)	Northeast G&P	March 31, 2020	236		10
Discovery (4)	Transmission & Gulf of Mexico	March 31, 2020	367		97					Discovery (4)	Transmission & Gulf of Mexico	March 31, 2020	367		97
UEOM (5)	Northeast G&P	March 17, 2019	1,210				$	74
Laurel Mountain (5)										Laurel Mountain (5)	Northeast G&P	September 30, 2019	242				$	79
Appalachia Midstream Investments (6)										Appalachia Midstream Investments (6)	Northeast G&P	September 30, 2019	102				17
Pennant (7)										Pennant (7)	Northeast G&P	August 31, 2019	11				17
UEOM (8)										UEOM (8)	Northeast G&P	March 17, 2019	1,210				74
Other					—		(2		)	Other					0		(1)
Impairment of equity-method investments					$	938	$	72		Impairment of equity-method investments					$	938	$	186

_______________


~~(1)~~	(1)Relates to a gas gathering system in the Eagle Ford Shale region with expected declines in asset utilization and possible idling of the gathering system. The estimated fair value of the Property, plant, and equipment – net was determined using a market approach which incorporated indications of interest from third parties.


~~(2)~~	~~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.~~


~~(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.

~~Notes (Continued)~~(2)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.

(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)~~

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 5.0x to 6.2x EBITDA (weighted-average 6.0x). 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.


~~(5)~~	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.

Notes (Continued)

(4)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 5.0x to 6.2x EBITDA (weighted-average 6.0x). The fair values of the other investments, including gathering systems that are part of Appalachia Midstream 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.

(5)Relates to a gas gathering system in the Marcellus region that was adversely impacted by lower sustained forward natural gas price expectations and changes in expected producer activity. The estimated fair value was determined using an income approach. We utilized a discount rate of 10.2 percent in our analysis.

(6)Relates to a certain gathering system held in Appalachia Midstream Investments that was adversely impacted by changes in the timing of expected producer activity. The estimated fair value was determined using an income approach. We utilized a discount rate of 9.0 percent in our analysis.

(7)The estimated fair value of Pennant Midstream, LLC (Pennant) was determined by a market approach based on recent observable third-party transactions. These inputs resulted in a fair value measurement within Level 2 of the fair value hierarchy.

(8)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.

Note 13 – 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

Notes (Continued)

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.

~~Notes (Continued)~~

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~~court permitted the State of Alaska to amend its complaint to add a claim for offsite PFOS/PFOA contamination. The ~~Court~~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~~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~~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~~court entered final judgment in the case. Filing deadlines were stayed until May 1, 2020. However, on April 21, 2020, we filed a Notice of Appeal. We also filed post-judgment motions including a Motion for New Trial and a Motion to Alter or Amend the Judgment. These post-trial motions have now been resolved with the ~~Court’s~~court’s denial of the last motion on June 11, 2020. Our Statement of Points on Appeal was filed on July 13, 2020. On June 22, 2020, the ~~Court~~court stayed the North Pole’s case pending resolution of the appeal in the State of Alaska and FHRA case. 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.

Notes (Continued)

Royalty Matters

Certain of our customers, including Chesapeake, 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 Chesapeake in causing the alleged royalty underpayments. We believe that the claims asserted are subject to indemnity obligations owed to us by Chesapeake. Chesapeake has reached a tentative settlement to resolve substantially all Pennsylvania royalty cases pending, which settlement would apply to both Chesapeake and us. The settlement as reported would not require any contribution from us. On June 28, 2020, Chesapeake filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Southern District of Texas.

~~Notes (Continued)~~

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 had scheduled trial for May 20 through May 24, 2019; the court struck this setting and reset the trial for June 8 through June 11, and June 15, 2020. Due to COVID-19, the court struck the June 2020 setting and re-scheduled the trial for August 31 through September 4, 2020; this setting was also struck as a result of COVID-19. ~~We await a new trial setting.~~Trial has been reset for December 14 through December 18, 2020.

Notes (Continued)

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~~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.

~~Notes (Continued)~~

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 became effective on June 1, 2020. ~~As of June 30, 2020, we have provided a $284 million reserve for rate~~Rate refunds related to the increased rates collected ~~since March 2019, reflected in~~ ~~Accounts payable~~ inprior to the ~~Consolidated Balance Sheet. The refunds~~effective date of the settlement were paid on July 1, 2020.

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 ~~June~~September 30, 2020, we have accrued liabilities totaling ~~$30~~$34 million for these matters, as discussed below. Estimates of the most likely costs of cleanup are generally based on completed assessment studies, preliminary results of studies, or our experience with other similar cleanup operations. At ~~June~~September 30, 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.

Notes (Continued)

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 ~~June~~September 30, 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 ~~June~~September 30, 2020,, we have accrued liabilities totaling $7$8 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

~~Notes (Continued)~~

at the time the sale was consummated. Our responsibilities relate to the operations of the assets and businesses described below.

•Former agricultural fertilizer and chemical operations and former retail petroleum and refining operations;

•Former petroleum products and natural gas pipelines;

•Former petroleum refining facilities;

•Former exploration and production and mining operations;

•Former electricity and natural gas marketing and trading operations.

At ~~June~~September 30, 2020,, we have accrued environmental liabilities of ~~$19~~$22 million related to these matters.

Other Divestiture Indemnifications

Pursuant to various purchase and sale agreements relating to divested businesses and assets, we have indemnified certain purchasers against liabilities that they may incur with respect to the businesses and assets acquired from us. The indemnities provided to the purchasers are customary in sale transactions and are contingent upon the purchasers 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 ~~June~~September 30, 2020,, other than as previously disclosed, we are not aware of any material claims against us involving the above-described 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~~that 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

Notes (Continued)

beyond amounts accrued are immaterial to our expected future annual results of operations, liquidity, and financial position. These calculations have been made without consideration of any potential recovery from third parties.

Note 14 – 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.

~~Notes (Continued)~~

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.

Notes (Continued)

The following table reflects the reconciliation of Segment revenues to Total revenues as reported in the Consolidated Statement of ~~Operations~~Income and Total assets by reportable segment.


	Transmission & Gulf of Mexico		Northeast G&P		West		Other		Eliminations		Total
	(Millions)
Three Months Ended September 30, 2020
Segment revenues:
Service revenues
External	$	797	$	366	$	311	$	5	$	—	$	1,479
Internal	10		13		0		3		(26)		—
Total service revenues	807		379		311		8		(26)		1,479
Total service revenues – commodity consideration	6		2		32		0		0		40
Product sales
External	34		2		378		0		—		414
Internal	12		10		13		0		(35)		—
Total product sales	46		12		391		0		(35)		414
Total revenues	$	859	$	393	$	734	$	8	$	(61)	$	1,933

Three Months Ended September 30, 2019
Segment revenues:
Service revenues
External	$	829	$	340	$	322	$	4	$	—	$	1,495
Internal	13		13		0		3		(29)		—
Total service revenues	842		353		322		7		(29)		1,495
Total service revenues – commodity consideration	7		1		30		0		0		38
Product sales
External	66		22		378		0		—		466
Internal	10		8		11		0		(29)		—
Total product sales	76		30		389		0		(29)		466
Total revenues	$	925	$	384	$	741	$	7	$	(58)	$	1,999

Nine Months Ended September 30, 2020
Segment revenues:
Service revenues
External	$	2,394	$	1,052	$	938	$	15	$	—	$	4,399
Internal	37		39		0		10		(86)		—
Total service revenues	2,431		1,091		938		25		(86)		4,399
Total service revenues – commodity consideration	14		5		74		0		0		93
Product sales
External	104		17		1,014		0		—		1,135
Internal	30		25		39		0		(94)		—
Total product sales	134		42		1,053		0		(94)		1,135
Total revenues	$	2,579	$	1,138	$	2,065	$	25	$	(180)	$	5,627

Transmission & Gulf of Mexico Northeast G&P West Other Eliminations Total
(Millions)
Three Months Ended June 30, 2020
Segment revenues:
Service revenues
External $ 783
$ 342
$ 316
$ 5
$ —
$ 1,446
Internal 12
12
—
4
(28 ) —
Total service revenues 795
354
316
9
(28 ) 1,446
Total service revenues – commodity consideration 3
1
21
—
—
25
Product sales
External 29
(8 ) 289
—
—
310
Internal 7
9
14
—
(30 ) —
Total product sales 36
1
303
—
(30 ) 310
Total revenues $ 834
$ 356
$ 640
$ 9
$ (58 ) $ 1,781

Three Months Ended June 30, 2019
Segment revenues:
Service revenues
External $ 797
$ 319
$ 368
$ 5
$ —
$ 1,489
Internal 11
11
—
3
(25 ) —
Total service revenues 808
330
368
8
(25 ) 1,489
Total service revenues – commodity consideration 13
3
40
—
—
56
Product sales
External 51
29
416
—
—
496
Internal 17
8
18
—
(43 ) —
Total product sales 68
37
434
—
(43 ) 496
Total revenues $ 889
$ 370
$ 842
$ 8
$ (68 ) $ 2,041

Six Months Ended June 30, 2020
Segment revenues:
Service revenues
External $ 1,597
$ 686
$ 627
$ 10
$ —
$ 2,920
Internal 27
26
—
7
(60 ) —
Total service revenues 1,624
712
627
17
(60 ) 2,920
Total service revenues – commodity consideration 8
3
42
—
—
53
Product sales
External 70
15
636
—
—
721
Internal 18
15
26
—
(59 ) —
Total product sales 88
30
662
—
(59 ) 721
Total revenues $ 1,720
$ 745
$ 1,331
$ 17
$ (119 ) $ 3,694

Notes (Continued)

Transmission & Gulf of Mexico Northeast G&P West Other Eliminations Total
(Millions)

Six Months Ended June 30, 2019
Segment revenues:
Service revenues
External $ 1,608
$ 585
$ 727
$ 9
$ —
$ 2,929
Internal 23
21
—
6
(50 ) —
Total service revenues 1,631
606
727
15
(50 ) 2,929
Total service revenues – commodity consideration 26
8
86
—
—
120
Product sales
External 103
65
878
—
—
1,046
Internal 47
19
35
—
(101 ) —
Total product sales 150
84
913
—
(101 ) 1,046
Total revenues $ 1,807
$ 698
$ 1,726
$ 15
$ (151 ) $ 4,095

June 30, 2020
Total assets (1) $ 19,569
$ 14,609
$ 10,647
$ 1,797
$ (1,279 ) $ 45,343
December 31, 2019
Total assets $ 18,796
$ 15,399
$ 11,265
$ 1,151
$ (571 ) $ 46,040

~~_______________~~


	Transmission & Gulf of Mexico		Northeast G&P		West		Other		Eliminations		Total
	(Millions)

Nine Months Ended September 30, 2019
Segment revenues:
Service revenues
External	$	2,437	$	925	$	1,049	$	13	$	—	$	4,424
Internal	36		34		0		9		(79)		—
Total service revenues	2,473		959		1,049		22		(79)		4,424
Total service revenues – commodity consideration	33		9		116		0		0		158
Product sales
External	169		87		1,256		0		—		1,512
Internal	57		27		46		0		(130)		—
Total product sales	226		114		1,302		0		(130)		1,512
Total revenues	$	2,732	$	1,082	$	2,467	$	22	$	(209)	$	6,094

September 30, 2020
Total assets	$	19,246	$	14,526	$	10,745	$	756	$	(953)	$	44,320
December 31, 2019
Total assets	$	18,796	$	15,399	$	11,265	$	1,151	$	(571)	$	46,040


~~(1)~~	~~Increase in Other~~ ~~Total assets~~ ~~is due primarily to increased cash balance.~~

The following table reflects the reconciliation of Modified EBITDA to Net income (loss) as reported in the Consolidated Statement of ~~Operations~~.Income.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Millions)
Modified EBITDA by segment:
Transmission & Gulf of Mexico	$	616	$	665	$	1,893	$	1,891
Northeast G&P	387		345		1,126		947
West	247		245		715		713
Other	(7)		(2)		8		1
	1,243		1,253		3,742		3,552
Accretion expense associated with asset retirement obligations for nonregulated operations	(10)		(8)		(27)		(25)
Depreciation and amortization expenses	(426)		(435)		(1,285)		(1,275)
Impairment of goodwill	0		0		(187)		0
Equity earnings (losses)	106		93		236		260
Impairment of equity-method investments	0		(114)		(938)		(186)
Other investing income (loss) – net	2		7		6		132
Proportional Modified EBITDA of equity-method investments	(189)		(181)		(573)		(546)
Interest expense	(292)		(296)		(882)		(888)
(Provision) benefit for income taxes	(111)		(77)		(24)		(244)

Net income (loss)	$	323	$	242	$	68	$	780

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
(Millions)
Modified EBITDA by segment:
Transmission & Gulf of Mexico $ 615
$ 590
$ 1,277
$ 1,226
Northeast G&P 370
303
739
602
West 253
212
468
468
Other 8
7
15
3
1,246
1,112
2,499
2,299
Accretion expense associated with asset retirement obligations for nonregulated operations (7 ) (8 ) (17 ) (17 )
Depreciation and amortization expenses (430 ) (424 ) (859 ) (840 )
Impairment of goodwill —
—
(187 ) —
Equity earnings (losses) 108
87
130
167
Impairment of equity-method investments —
2
(938 ) (72 )
Other investing income (loss) – net 1
124
4
125
Proportional Modified EBITDA of equity-method investments (192 ) (175 ) (384 ) (365 )
Interest expense (294 ) (296 ) (590 ) (592 )
(Provision) benefit for income taxes (117 ) (98 ) 87
(167 )
Net income (loss) $ 315
$ 324
$ (255 ) $ 538

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

We are an energy infrastructure company focused on connecting North America’s significant hydrocarbon resource plays to growing markets for natural gas and NGLs through our gas pipeline and midstream ~~business.~~businesses. Our operations are located in the United States.

Our interstate natural gas pipeline strategy is to create value by maximizing the utilization of our pipeline capacity by providing high quality, low cost transportation of natural gas to large and growing markets. Our gas pipeline businesses’ interstate transmission and storage activities are subject to regulation by the FERC and, as such, our rates and charges for the transportation of natural gas in interstate commerce, and the extension, expansion or abandonment of jurisdictional facilities and accounting, among other things, are subject to regulation. ~~The rates~~Rates are established ~~through~~in accordance with the FERC’s ratemaking process. Changes in commodity prices and volumes transported have limited near-term impact on these revenues because the majority of our cost of service is recovered through firm capacity reservation charges in transportation rates.

The ongoing strategy of our midstream operations is to safely and reliably operate large-scale midstream infrastructure where our assets can be fully utilized and drive low per-unit costs. We focus on consistently attracting new business by providing highly reliable ~~service~~services to our customers. These services include natural gas gathering, processing, treating, and compression, NGL fractionation and transportation, crude oil production handling and transportation, marketing services for NGL, crude oil and natural gas, as well as ~~storage facilities.~~storage.

Effective January 1, 2020, following an organizational realignment, our interstate natural gas pipeline 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). Consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources, our operations are conducted, managed, and presented within the following reportable segments: Transmission & Gulf of Mexico, Northeast G&P, and West. All remaining business activities as well as corporate activities are included in Other. Our reportable segments are comprised of the following businesses:

•Transmission & Gulf of Mexico is comprised of our interstate natural gas pipelines, Transco and Northwest Pipeline, as well as natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including a 51 percent interest in Gulfstar One (a consolidated variable interest entity), which is a proprietary floating production system, a 50 percent equity-method investment in Gulfstream, and a 60 percent equity-method investment in Discovery.

•Northeast G&P is comprised of our midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in our Northeast JV (a consolidated variable interest entity) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal (a consolidated variable interest entity) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain, a 58 percent equity-method investment in Caiman II, and Appalachia Midstream ~~Services, LLC, which~~Investments, a wholly owned subsidiary that owns equity-method investments with an approximate average 66 percent interest in multiple gas gathering systems in the Marcellus ~~Shale (Appalachia Midstream Investments).~~Shale.

•West is comprised of our gas gathering, processing, and treating operations in the Rocky Mountain region of Colorado and Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of northwest Louisiana, and the Mid-Continent region which includes the Anadarko, Arkoma, and Permian basins. This segment also includes our NGL and natural gas marketing business, storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, a 50 percent equity-method investment in OPPL, a 50 percent equity-method investment in RMM, and a 15 percent interest in Brazos Permian ~~II, LLC (Brazos Permian II).~~II. West also included our former 50 percent equity-method investment in Jackalope, which was sold in April 2019.

•Other includes minor business activities that are not operating segments, as well as corporate operations.

Management’s Discussion and Analysis (Continued)

Dividends

In ~~June~~September 2020, we paid a regular quarterly dividend of $0.40 per share.

Overview of ~~Six~~Nine Months Ended ~~June~~September 30, 2020

Net income (loss) attributable to The Williams Companies, Inc., for the ~~six~~nine months ended ~~June~~September 30, 2020, decreased ~~$719~~$631 million compared to the ~~six~~nine months ended ~~June~~September 30, 2019, reflecting:


•	~~$866~~ •$752 million increase in Impairment of equity-method investments driven by $938 million of impairments in the first quarter of 2020; •$187 million of Impairment of goodwill in 2020; •~~Impairment of equity-method investments~~;


•	~~$187 million of~~ ~~Impairment of goodwill~~ ~~in 2020;~~

$122 million decrease due to the absence of a 2019 gain on the sale of our interest in Jackalope;

•A ~~$37~~$33 million unfavorable change in Other income (expense) – net;

•A $25 million decrease in service revenues reflecting decreases in deferred revenue recognition at Gulfstar One and in the Barnett, as well as the expiration of the MVC agreement in the Barnett Shale region in 2019, partially offset by revenue growth from our Northeast JV and Transco expansion projects;

•A $24 million decrease in equity earnings, primarily due to our $78 million share of an impairment of goodwill recorded by an equity-method investee in ~~2020;~~

~~$15 million of lower commodity margins.~~2020, partially offset by increased contributions from our Northeast G&P investments.

These unfavorable changes were partially offset by:

•A ~~$254~~$220 million favorable change in provision for income ~~taxes driven by~~taxes;

•$98 million of lower ~~pre-tax income;~~Operating and maintenance expenses;


•	~~$76 million increase due to the absence of 2019~~ ~~Impairment of certain assets~~;


•	~~A $74 million favorable change in~~ ~~Net income (loss) attributable to noncontrolling interests~~ ~~primarily due to the noncontrolling interests’ share of the first-quarter 2020 goodwill impairment charge;~~


•	~~$70 million of lower~~ ~~Operating and maintenance expenses~~;


•	~~$40~~ •An $81 million favorable change in Net income (loss) attributable to noncontrolling interests primarily due to the noncontrolling interests’ share of the first-quarter 2020 goodwill impairment charge; •$76 million increase due to the absence of 2019 Impairment of certain assets; •$56 million of lower Selling, general, and administrative expenses.

The following discussion and analysis of results of operations and financial condition and liquidity should be read in conjunction with the consolidated financial statements and notes thereto of this Form 10‑Q and our annual consolidated financial statements and notes thereto in Exhibit 99.1 of our Form 8-K dated May 4, 2020.

Recent Developments

Expansion Project Update

Transmission & Gulf of Mexico

Hillabee

In February 2016, the FERC issued a certificate order for the initial phases of Transco’s Hillabee Expansion Project. The project involves an expansion of Transco’s existing natural gas transmission system from Station 85 in west central Alabama to an interconnection with the Sabal Trail pipeline in east central Alabama. The project is being constructed in phases, and all of the project expansion capacity is dedicated to Sabal Trail pursuant to a capacity lease agreement. Phase I was completed in 2017 and it increased capacity by 818 Mdth/d. We placed Phase II into service on May 1, 2020. Together, the first two phases of the project increased capacity by 1,025 Mdth/d.

Management’s Discussion and Analysis (Continued)

COVID-19

The outbreak of ~~novel coronavirus (COVID-19)~~COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. We are monitoring the COVID-19 pandemic and have taken steps intended to protect the safety of our customers, employees, and communities, and to support the continued delivery of safe and reliable service to our customers and the communities we serve. We are continuing to monitor developments with respect to the outbreak and note the following:

•Our financial condition, results of operations, and liquidity have not been materially impacted by direct effects of COVID-19.

•We believe we have the ability to access the debt market, if necessary, as evidenced by the successful completion of debt offerings during second-quarter 2020, and continue to have significant levels of unused capacity on our revolving credit facility.

•We ~~have implemented~~continue to monitor and adapt our remote working arrangements ~~where possible~~ and ~~restricted~~limit business-related travel. Implementation of these measures has not required material expenditures or significantly impacted our ability to operate our business.

•Our remote working arrangements have not significantly impacted our internal controls over financial reporting and disclosure controls and procedures.

Customer Bankruptcies

In June 2020, our customer Chesapeake ~~Energy Corporation (Chesapeake)~~ announced that it had voluntarily filed for relief under Chapter 11 of the U.S. Bankruptcy Code. We provide midstream services, including wellhead gathering, for the natural gas that Chesapeake and its joint interest owners produce, primarily in the Eagle Ford Shale, Haynesville Shale, and Marcellus Shale regions (through ~~our~~ Appalachia Midstream Investments). In 2019, Chesapeake accounted for approximately 6 percent of our consolidated revenues. As of ~~June~~September 30, 2020, ~~we have approximately $91 million of~~ trade accounts receivable due from Chesapeake ~~(substantially all of which is current at June 30, 2020).~~include $88 million related to services provided prior to Chesapeake’s bankruptcy filing. The remaining trade accounts receivable due from Chesapeake are current.

We have certain other customers of our consolidated operations and investees, which are less significant to our consolidated results of operations, that have also filed for bankruptcy protection. To date, based on considerations such as our review of those bankruptcy filings, our assessment of the likelihood of contract rejection, and/or ongoing collections of amounts invoiced, we have not recognized any significant credit losses or impairment charges related to these customers. ~~For example, Extraction Oil & Gas, Inc., a customer of our RMM investee, has not rejected any contracts with RMM and has paid pre-petition amounts due to RMM.~~ We continue to monitor these ongoing customer bankruptcy proceedings as it is reasonably possible that future developments could affect our assumptions and conclusions.

Crude Oil Price Decline

During the first several months of 2020, crude oil prices decreased as a result of surplus supply and weakened demand caused by the COVID-19 pandemic. In addition, in early March, Saudi Arabia announced that it would cut export prices and increase production, contributing to a sharp decline in crude oil prices. The significant decline in crude oil prices ~~has~~ also impacted NGL prices. While our businesses do not have direct exposure to crude oil prices, the

Management’s Discussion and Analysis (Continued)

~~the~~ combined impacts of the crude oil price decline on our industry and the financial market declines driven by COVID-19 have impacted us as follows:

•The publicly traded price for our common stock (NYSE: WMB) declined significantly in the first quarter of 2020. As a result, our board of directors approved a limited duration shareholder rights agreement. (See Note 11 – Stockholders’ Equity of Notes to the Consolidated Financial Statements.)

•Driven by the decline in our market capitalization and the underlying decrease in fair value of our Northeast G&P reporting unit, we recognized a $187 million impairment of goodwill during the first quarter of 2020. (See Note 12 – Fair Value Measurements and Guarantees of Notes to the Consolidated Financial Statements.)

•The same economic conditions impacted the fair value of certain of our equity-method investments, resulting in $938 million of other-than-temporary impairments of these investments in the first quarter of 2020. (See Note 12 – Fair Value Measurements and Guarantees of Notes to the Consolidated Financial Statements.)

Considering the decline in crude oil prices, we note the following about our businesses:

•Our interstate natural gas transmission businesses are fully contracted under long-term firm reservation contracts with high credit quality customers and are not exposed to crude oil prices.

•We believe counterparty credit concerns in our gathering and processing business are significantly mitigated by the physical nature of our services, where we gather at the wellhead and are therefore critical to a producer’s ability to move product to market.

•Our on-shore natural gas gathering and processing businesses are substantially focused on gas-directed drilling basins rather than oil, with a broad diversity of basins and customers served. Further, a decline in oil drilling would be expected to result in less associated natural gas production, which could drive more demand for natural gas produced from gas-directed basins we serve.

•Our deepwater transportation business is supported mostly by major oil producers with a long-cycle perspective.

NGL Margins

Per-unit non-ethane margins were approximately 4035 percent lower in the first ~~six~~nine months of 2020 compared to the same period in 2019 primarily due to a 4030 percent decrease in per-unit non-ethane sales prices, partially offset by 3631 percent lower per-unit natural gas feedstock prices.

NGL margins are defined as NGL revenues less any applicable Btu replacement cost, plant fuel, and third-party transportation and fractionation. Per-unit NGL margins are calculated based on sales of our own equity volumes at the processing plants. Our equity volumes include NGLs where we own the rights to the value from NGLs recovered at our plants under both “keep-whole” processing agreements, where we have the obligation to replace the lost heating value with natural gas, and “percent-of-liquids” agreements whereby we receive a portion of the extracted liquids with no obligation to replace the lost heating value.

The potential impact of commodity prices on our business for the remainder of 2020 is further discussed in the following Company Outlook.

Filing of Rate Case

On August 31, 2018, Transco filed a general rate case with the FERC for an overall increase in rates. In September 2018, with the exception of certain rates that reflected a rate decrease, the FERC accepted and suspended our general rate filing to be effective March 1, 2019, subject to refund and the outcome of a hearing. The specific rates that reflected a rate decrease were accepted, without suspension, to be effective October 1, 2018, as requested by Transco, and were not subject to refund. In March 2019, the FERC accepted our motion to place the rates that

Management’s Discussion and Analysis (Continued)

were suspended by the September 2018 order into effect on March 1, 2019, subject to refund. In October 2019, we reached an agreement on

~~Management’s Discussion and Analysis (Continued)~~

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 became effective on June 1, 2020. ~~As of June 30, 2020, we have provided a $284 million reserve for rate~~Rate refunds related to increased rates collected ~~since March 2019. The refunds~~prior to the effective date of the settlement were paid on July 1, 2020.

Company Outlook

Our strategy is to provide large-scale energy infrastructure designed to maximize the opportunities created by the vast supply of natural gas and natural gas products that exists in the United States. We accomplish this by connecting the growing demand for cleaner fuels and feedstocks with our major positions in the premier natural gas and natural gas products supply basins. We continue to maintain a strong commitment to safety, environmental stewardship, operational excellence, and customer satisfaction. We believe that accomplishing these goals will position us to deliver safe and reliable service to our customers and an attractive return to our shareholders.

Our business plan for 2020 includes a continued focus on earnings and cash flow growth, while continuing to improve leverage metrics and control operating costs. Many of our producer customers ~~are~~have been impacted by extremely low energy commodity prices, which ~~has~~ resulted in a decrease in drilling activity and the temporary shut-in of certain existing ~~production in certain oil-directed and liquids-rich areas.~~production. We are responding by reducing the pace of our capital growth spending in our gathering and processing business and remaining committed to operating cost discipline.

In the current environment, the credit profiles of certain of our producer customers are increasingly challenged, including some that have filed for bankruptcy protection. But as previously discussed, the physical nature of services we provide supports the success of these customers. In many cases, we have long-term acreage dedications with strong historical contractual conveyances that create real estate interests in unproduced gas. In exchange for such dedication of production, we invest capital to build gathering lines uniquely to serve a producer’s wells. Therefore, our gathering lines are physically connected to the customer’s wellheads and pads, conditioning and connecting the production to available markets. There may not be other gathering lines nearby. The construction of gathering systems is capital intensive and it would be very costly for others to replicate, especially considering the depletion to date of the associated reserves. As a result, we play a critical role in getting a customer’s production from the wellhead to a marketable condition and location. This tends to reduce collectability risk as our services enable producers to generate operating cash flows.

In 2020, our operating results are expected to include lower deferred revenue amortization related to the West’s Barnett Shale region and Gulfstar One in the Eastern Gulf region. We also expect lower NGL margins overall and lower fee revenues in the West and Eastern Gulf region primarily from a decrease in drilling activity associated with a significant reduction in crude oil prices.higher Northeast G&P results ~~are expected to increase from~~associated with higher gathering and processing ~~volumes. If current market conditions persist,~~volumes and the ~~temporary shut-in~~benefit of ~~existing onshore and offshore production in certain oil-directed and liquids-rich areas will continue to negatively impact~~lower expenses associated with our ~~results.~~organizational realignment completed earlier this year as well as other cost-savings initiatives. We ~~expect~~also anticipate increases from Transco’s and Northwest Pipeline’s recent expansion projects placed in-service and Transco’s rate settlement, as well as a full year contribution from the Norphlet project in the Eastern Gulf region. ~~Additionally, we~~These increases will be partially offset by lower deferred revenue amortization related to the West’s Barnett Shale region and Gulfstar One in the Eastern Gulf region. We also expect ~~operating~~lower fee revenues in the West, as well as reduced results ~~will benefit~~ from ~~lower~~the Gulf of Mexico due to loss of production and an increase in repair expenses ~~associated with our organizational realignment completed earlier this year.~~as a result of several named windstorms.

Our growth capital and investment expenditures in 2020 are expected to be in a range from $1.0 billion to $1.2 billion. Growth capital spending in 2020 primarily includes Transco expansions, all of which are fully contracted with firm transportation agreements, and our Bluestem NGL pipeline project in the Mid-Continent region. In addition to growth capital and investment expenditures, we also remain committed to projects that maintain our assets for safe and reliable operations, as well as projects that meet legal, regulatory, and/or contractual commitments.

Potential risks and obstacles that could impact the execution of our plan include:

•Continued negative impacts of COVID-19 driving a global recession, which could result in further downturns in financial markets and commodity prices, as well as impact demand for natural gas and related products;

Management’s Discussion and Analysis (Continued)

•Opposition to, and legal regulations affecting, our infrastructure projects, including the risk of delay or denial inof permits and approvals needed for our projects;

•Counterparty credit and performance risk, including unexpected developments in ongoing customer bankruptcy proceedings;

•Unexpected significant increases in capital expenditures or delays in capital project execution;

•Unexpected changes in customer drilling and production activities, which could negatively impact gathering and processing volumes;

•Lower than anticipated demand for natural gas and natural gas products which could result in lower than expected volumes, energy commodity prices, and margins;

•General economic, financial markets, or further industry downturn, including increased interest rates;

•Physical damages to facilities, including damage to offshore facilities by named windstorms;

•Other risks set forth under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 24, 2020, as supplemented by the disclosures in Part II, Item 1A. in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

We seek to maintain a strong financial position and liquidity, as well as manage a diversified portfolio of energy infrastructure assets ~~which~~that continue to serve key growth markets and supply basins in the United States.

Expansion Projects

Our ongoing major expansion projects include the following:

Transmission & Gulf of Mexico

Northeast Supply Enhancement

In May 2019, we received approval from the FERC to expand Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Station 195 in Pennsylvania to the Rockaway Delivery Lateral transfer point in New York. However, approvals required for the project from the New York State Department of Environmental Conservation and the New Jersey Department of Environmental Protection were denied in May 2020. We have not refiled our applications for those approvals. The project ~~which~~ would increase capacity by 400 Mdth/~~d, was planned to be placed into service in the fall of 2021.~~d. See further discussion in Critical Accounting Estimates.

Southeastern Trail

In October 2019, we received approval from the FERC to expand Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from the Pleasant Valley interconnect with Dominion’s Cove Point Pipeline in Virginia to the Station 65 pooling point in Louisiana. We plan to place up to 230 Mdth/d of capacity under the project into service in the fourth quarter of 2020, and the remainder of the project capacity into service in the first quarter of 2021. In total, the project is expected to increase capacity by 296 Mdth/d.

Leidy South

In July 2020, we received approval from the FERC for the project to expand Transco’s existing natural gas transmission system and also extend its system through a capacity lease with National Fuel Gas Supply Corporation that will enable us to provide incremental firm transportation from Clermont, Pennsylvania and from the Zick interconnection on Transco’s Leidy Line to the River Road regulating station in Lancaster County, Pennsylvania.

~~Management’s Discussion and Analysis (Continued)~~

We plan to place up to 125 Mdth/d of capacity under the project into service in the fourth quarter of 2020, and we plan to place the remainder of the project into service as early as the fourth quarter of

Management’s Discussion and Analysis (Continued)

2021, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 582 Mdth/d.

West

Project Bluestem

We are expanding our presence in the Mid-Continent region through building a 188-mile NGL pipeline from our fractionator near Conway, Kansas, to an ~~interconnect~~interconnection with a third-party NGL pipeline system in Oklahoma, providing us with firm access to Mt. Belvieu pricing. As part of the project, the third-party is constructing a 110-mile pipeline extension of ~~their~~its existing NGL pipeline system that will have an initial capacity of 120 Mbbls/d. The pipeline and extension projects are expected to be ~~placed into service during~~in operation by the ~~first~~end of the fourth quarter of ~~2021.~~2020. Further, during the first quarter of 2019, we exercised an option to purchase a 20 percent equity interest in a Mt. Belvieu fractionation train developed by the third party, which was placed into service in the first quarter of 2020.

Critical Accounting Estimates

Equity-Method Investments

We monitor our equity-method investments for any indications that the carrying value may have experienced an other-than-temporary decline in value.

In the first quarter of 2020, we observed a significant decline in the publicly traded price of our common stock (NYSE: WMB) as well as other industry peers and increases in equity yields within the midstream and overall energy industry, which served to increase our estimates of discount rates and weighted-average cost of capital. These changes were attributed to the swift, world-wide economic declines associated with actions to address the spread of COVID-19, coupled with the energy industry impact of significantly reduced energy commodity prices, which were further impacted by crude oil price declines associated with geopolitical actions during the quarter. These significant macroeconomic changes served as indications that the carrying amount of certain of our equity-method investments may have experienced an other-than temporary decline in fair value, determined in accordance with Accounting Standards Codification (ASC) Topic 323, “Investments - Equity Method and Joint Ventures.”

As a result, we estimated the fair value of these equity-method investments in accordance with ASC Topic 820, “Fair Value Measurement,” as of the March 31, 2020, measurement date. In assessing the fair value, 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. As a result, we determined that there were other-than-temporary declines in the fair value of certain of our equity-method investments, resulting in recognized impairments during the first quarter of 2020 totaling $938 million. (See Note 12 – Fair Value Measurements and Guarantees of Notes to Consolidated Financial Statements.) This included impairments of certain of our equity-method investments in our Northeast G&P segment totaling $405 million, primarily associated with operations in wet-gas areas where producer drilling activities are influenced by NGL prices, which historically trend with crude oil prices. This total was primarily comprised of impairments of our investment in Caiman II and predominantly wet-gas gathering systems that are part of ~~the~~ Appalachia Midstream Investments. We also recognized an impairment of $97 million related to Discovery within the Transmission & Gulf of Mexico segment. We estimated the fair value of these investments as of the March 31, 2020, measurement date utilizing income and market approaches, which were impacted by assumptions reflecting the significant recent market declines previously discussed, such as higher discount rates, ranging from 9.7 percent to 13.5 percent, and lower EBITDA multiples ranging from 5.0x to 6.2x. We also considered any debt held at the investee level, and its impact to fair value. We estimate that a one percentage point increase or decrease in the discount rates used would increase these recognized impairments by approximately $197 million or decrease the level of these recognized impairments by approximately $121 million and a 0.5x increase or decrease in the EBITDA multiples assumed would decrease or increase the level of impairments recognized by approximately $48 million.

During the first quarter of 2020 we also recognized $436 million of impairments within our West segment related to our investments in RMM and Brazos Permian II, measured using an income approach. Both investees

Management’s Discussion and Analysis (Continued)

operate in primarily crude oil-driven basins where our gathering volumes are driven by crude oil drilling. Our expectation of

~~Management’s Discussion and Analysis (Continued)~~

continued lower crude oil prices and related expectation of significant reductions in current and future producer activities in these areas led to reduced estimates of expected future cash flows. Our fair value estimates also reflected increases in the discount rates to approximately 17 percent for these investments. We also considered any debt held at the investee level, and its impact to fair value. We estimate that a one percentage point increase in the discount rate would increase these recognized impairments by approximately $32 million, while a one percentage point decrease would decrease these impairments by approximately $43 million.

Judgments and assumptions are inherent in our estimates of future cash flows, discount rates, and market measures ~~utilized and, as previously discussed, were significantly impacted by the recent unfavorable macroeconomic changes.~~utilized. The use of alternate judgments and assumptions could result in a different calculation of fair value, which could ultimately result in the recognition of a different impairment charge in the consolidated financial statements, potentially including impairments for investments ~~which~~that were evaluated but for which no impairments were recognized.

Property, Plant, and Equipment and Other Identifiable Intangible Assets

As a result of the previously described significant macroeconomic changes during the first quarter of 2020, we also evaluated certain of our property, plant, and equipment and other identifiable intangible assets for indicators of impairment as of March 31, 2020. In our assessments, we considered the impact of the then current market conditions on certain of our assets and did not identify any indicators that the carrying amounts of those assets may not be recoverable. The use of alternate judgments or changes in future conditions could result in a different conclusion regarding the occurrence and measurement of impairments affecting the consolidated financial statements.

As of ~~June~~September 30, 2020, Property, plant, and equipment in our Consolidated Balance Sheet includes approximately ~~$217~~$215 million of capitalized project development costs for the Northeast Supply Enhancement project. As previously discussed, approvals required for the project from the New York State Department of Environmental Conservation and the New Jersey Department of Environmental Protection have been denied and we have not refiled at this time. Beginning in May 2020, we discontinued capitalization of costs related to this project.

The customer precedent agreements for the Northeast Supply Enhancement project remain in effect and the project’s FERC certificate remains active. As such, we do not believe this project is probable of abandonment at this time and consider the carrying amount to be recoverable; thus, no impairment charge has been recognized. It is reasonably possible that further adverse developments in the near future could change this determination, resulting in a future impairment charge of a substantial portion of the capitalized costs.

Management’s Discussion and Analysis (Continued)

Results of Operations

Consolidated Overview

The following table and discussion is a summary of our consolidated results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2020, compared to the three and ~~six~~nine months ended ~~June~~September 30, 2019. The results of operations by segment are discussed in further detail following this consolidated overview discussion.

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 $ Change* % Change* 2020 2019 $ Change* % Change*
(Millions) (Millions)
Revenues:
Service revenues $ 1,446
$ 1,489
-43
-3 % $ 2,920
$ 2,929
-9
— %
Service revenues – commodity consideration 25
56
-31
-55 % 53
120
-67
-56 %
Product sales 310
496
-186
-38 % 721
1,046
-325
-31 %
Total revenues 1,781
2,041
3,694
4,095

Costs and expenses:
Product costs 271
483
+212
+44 % 667
1,008
+341
+34 %
Processing commodity expenses 15
24
+9
+38 % 28
64
+36
+56 %
Operating and maintenance expenses 320
387
+67
+17 % 657
727
+70
+10 %
Depreciation and amortization expenses 430
424
-6
-1 % 859
840
-19
-2 %
Selling, general, and administrative expenses 127
152
+25
+16 % 240
280
+40
+14 %
Impairment of certain assets —
64
+64
+100 % —
76
+76
+100 %
Impairment of goodwill —
—
—
—
187
—
-187
NM
Other (income) expense – net 6
9
+3
+33 % 13
41
+28
+68 %
Total costs and expenses 1,169
1,543
2,651
3,036

Operating income (loss) 612
498
1,043
1,059

Equity earnings (losses) 108
87
+21
+24 % 130
167
-37
-22 %
Impairment of equity-method investments —
2
-2
-100 % (938 ) (72 ) -866
NM
Other investing income (loss) – net 1
124
-123
-99 % 4
125
-121
-97 %
Interest expense (294 ) (296 ) +2
+1 % (590 ) (592 ) +2
— %
Other income (expense) – net 5
7
-2
-29 % 9
18
-9
-50 %
Income (loss) before income taxes 432
422
(342 ) 705

Provision (benefit) for income taxes 117
98
-19
-19 % (87 ) 167
+254
NM
Net income (loss) 315
324
(255 ) 538

Less: Net income (loss) attributable to noncontrolling interests 12
14
+2
+14 % (41 ) 33
+74
NM
Net income (loss) attributable to The Williams Companies, Inc. $ 303
$ 310
$ (214 ) $ 505


	Three Months Ended September 30,							Nine Months Ended September 30,
	2020		2019		$ Change*	% Change*		2020		2019		$ Change*	% Change*
	(Millions)							(Millions)
Revenues:
Service revenues	$	1,479	$	1,495	-16	-1	%	$	4,399	$	4,424	-25	-1	%
Service revenues – commodity consideration	40		38		+2	+5	%	93		158		-65	-41	%
Product sales	414		466		-52	-11	%	1,135		1,512		-377	-25	%
Total revenues	1,933		1,999					5,627		6,094
Costs and expenses:
Product costs	380		434		+54	+12	%	1,047		1,442		+395	+27	%
Processing commodity expenses	21		19		-2	-11	%	49		83		+34	+41	%
Operating and maintenance expenses	336		364		+28	+8	%	993		1,091		+98	+9	%
Depreciation and amortization expenses	426		435		+9	+2	%	1,285		1,275		-10	-1	%
Selling, general, and administrative expenses	114		130		+16	+12	%	354		410		+56	+14	%
Impairment of certain assets	—		—		—	—	%	—		76		+76	+100	%
Impairment of goodwill	—		—		—	—	%	187		—		-187	NM
Other (income) expense – net	15		(11)		-26	NM		28		30		+2	+7	%
Total costs and expenses	1,292		1,371					3,943		4,407
Operating income (loss)	641		628					1,684		1,687
Equity earnings (losses)	106		93		+13	+14	%	236		260		-24	-9	%
Impairment of equity-method investments	—		(114)		+114	+100	%	(938)		(186)		-752	NM
Other investing income (loss) – net	2		7		-5	-71	%	6		132		-126	-95	%
Interest expense	(292)		(296)		+4	+1	%	(882)		(888)		+6	+1	%
Other income (expense) – net	(23)		1		-24	NM		(14)		19		-33	NM
Income (loss) before income taxes	434		319					92		1,024
Provision (benefit) for income taxes	111		77		-34	-44	%	24		244		+220	+90	%


Net income (loss)	323		242					68		780
Less: Net income (loss) attributable to noncontrolling interests	14		21		+7	+33	%	(27)		54		+81	NM
Net income (loss) attributable to The Williams Companies, Inc.	$	309	$	221				$	95	$	726


*	~~+ = 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.~~

* + = 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.

Management’s Discussion and Analysis (Continued)

Three months ended ~~June~~September 30, 2020 vs. three months ended ~~June~~September 30, 2019

Service revenues decreased primarily due to lower deferred revenue amortization associated with the end of the exclusive use period at Gulfstar One, lower volumes in our West segment, ~~the expiration of an MVC agreement in the Barnett Shale region, lower deferred revenue amortization at Gulfstar One,~~ and temporary shut-ins at certain offshore Gulf of Mexico operations. This decrease was partially offset by an increase in the Eagle Ford Shale region primarily due to higher MVC revenue, higher Northeast JV revenues driven by higher volumes, as well as higher transportation fee revenues at Transco ~~primarily~~ associated with expansion projects placed in service in 2019 and ~~its~~2020.

Product sales decreased primarily due to lower volumes associated with our marketing activities. This decrease also includes lower system management gas sales. Marketing revenues and system management gas sales are substantially offset in Product costs.

Product costs decreased primarily due to lower volumes for marketing activities and lower system management gas costs.

Operating and maintenance expenses decreased primarily due to lower employee-related expenses, including the absence of 2019 severance and related costs and the favorable impact of a change in an employee benefit policy (see Note 6 – Other Accruals of Notes to Consolidated Financial Statements), and lower maintenance and operating costs primarily due to timing and scope of activities.

Selling, general, and administrative expenses decreased primarily due to lower employee-related expenses and lower external legal costs.

The unfavorable change in Other (income) expense – net within Operating income (loss) includes net unfavorable changes in charges and credits to regulatory assets and liabilities related to the absence of a third-quarter 2019 adjustment associated with Transco’s rate case settlement and the absence of a 2019 customer settlement.

The favorable change in Operating income (loss) includes the impact of an increase in the Eagle Ford Shale region primarily due to higher MVC revenue, higher Northeast JV volumes, lower employee-related expenses, and the favorable impact from Transco’s expansion projects. The favorable change was partially offset by lower deferred revenue amortization associated with the end of the exclusive use period at Gulfstar One and lower volumes in our West segment.

Equity earnings (losses) changed favorably primarily due to increases at Appalachia Midstream Investments and Caiman II driven by higher volumes, partially offset by a decrease at Laurel Mountain driven by our share of an impairment of certain assets.

The change in Impairment of equity-method investments is due to the absence of 2019 impairments to our equity-method investments, including Laurel Mountain (see Note 12 – Fair Value Measurements and Guarantees of Notes to Consolidated Financial Statements).

The unfavorable change in Other income (expense) – net below Operating income (loss) includes lower allowance for equity funds used during construction (equity AFUDC) as well as the write-off of a regulatory asset related to a cancelled project, partially offset by the absence of 2019 charges for loss contingencies associated with former operations.

Provision (benefit) for income taxes changed unfavorably primarily due to higher pre-tax income. See Note 7 – Provision (Benefit) for Income Taxes of Notes to Consolidated Financial Statements for a discussion of the effective tax rate compared to the federal statutory rate for both periods.

Nine months ended September 30, 2020 vs. nine months ended September 30, 2019

Service revenues decreased primarily due to lower deferred revenue amortization at Gulfstar One, the expiration of an MVC agreement in the Barnett Shale region, lower volumes and rates in our West segment, and temporary shut-ins at certain Gulf of Mexico operations. This decrease was partially offset by higher Northeast G&P revenues driven by higher volumes and the March 2019 consolidation of UEOM, higher MVC revenue in the Eagle Ford

Management’s Discussion and Analysis (Continued)

Shale region, as well as higher ~~Northeast JV~~transportation fee revenues ~~driven by higher volumes.~~at Transco, associated with expansion projects placed in service in 2019 and 2020, and increased volumes in the Eastern Gulf region.

Service revenues – commodity consideration decreased primarily due to lower commodity prices, ~~along with~~as well as lower equity NGL processing volumes due to less producer drilling activity. These revenues represent consideration we receive in the form of commodities as full or partial payment for processing services provided. Most of these NGL volumes are sold within the month processed and therefore are offset in Product costs below.

Product salesdecreased primarily due to lower NGL and natural gas prices associated with our marketing and equity NGL sales activities, as well as lower volumes associated with our equity NGL sales activities, partially offset by higher marketing volumes. This decrease also includes lower system management gas sales. Marketing revenues and system management gas sales are substantially offset in ~~Product costs~~.

~~Product costs~~ decreased primarily due to lower NGL and natural gas prices associated with our marketing and equity NGL production activities. This decrease also includes lower volumes acquired as commodity consideration for NGL processing services and lower system management gas costs, partially offset by higher volumes for marketing activities.

~~Operating and maintenance expenses~~ decreased due to lower employee-related expenses driven by the absence of second-quarter 2019 severance and related costs (see Note 6 – Other Accruals of Notes to Consolidated Financial Statements) and the associated reduced costs in 2020, as well as lower maintenance costs primarily due to timing and scope of activities.

~~Selling, general, and administrative expenses~~ decreased primarily due to lower employee-related expenses, including the absence of second-quarter 2019 severance and related costs (see Note 6 – Other Accruals of Notes to Consolidated Financial Statements) and the associated reduced costs in 2020, as well as the absence of transaction costs associated with our 2019 formation of the Northeast JV.

~~The favorable change in~~ ~~Impairment of certain assets~~ ~~includes the absence of a 2019 impairment of certain Eagle Ford Shale gathering assets (see Note 12 – Fair Value Measurements and Guarantees of Notes to Consolidated Financial Statements).~~

~~The favorable change in~~ ~~Operating income (loss)~~ includes the absence of the 2019 impairment of certain assets, as well as higher Northeast JV volumes, lower employee-related expenses, and the favorable impact from Transco's expansion projects and rate case. The favorable change was partially offset by the expiration of an MVC agreement in the Barnett Shale region, lower deferred revenue amortization at Gulfstar One, and the impact of various temporary shut-ins across the Gulf of Mexico.

~~Equity earnings (losses)~~ ~~increased primarily due to increases at Appalachia Midstream Investments and Caiman II.~~

~~The unfavorable change in~~ ~~Other investing income (loss) – net~~ ~~includes the absence of a 2019 gain on the sale of our equity-method investment in Jackalope (see Note 5 – Investing Activities of Notes to Consolidated Financial Statements).~~

~~Provision (benefit) for income taxes~~ changed unfavorably primarily due to the allocation of losses to nontaxable noncontrolling interest and higher pre-tax income. See Note 7 – Provision (Benefit) for Income Taxes of Notes to Consolidated Financial Statements for a discussion of the effective tax rate compared to the federal statutory rate for both periods.

~~Management’s Discussion and Analysis (Continued)~~

~~Six months ended June 30, 2020 vs. six months ended June 30, 2019~~

~~Service revenues~~decreased primarily due to the expiration of an MVC agreement in the Barnett Shale region, lower deferred revenue amortization at Gulfstar One, lower volumes and rates in our West segment, and temporary shut-ins at certain Gulf of Mexico operations. This decrease was partially offset by higher Northeast JV revenues driven by higher volumes and the March 2019 consolidation of UEOM, higher transportation fee revenues at Transco primarily associated with its expansion projects placed in service in 2019 and rate case settlement, as well as higher MVC revenue in the Eagle Ford Shale region.

~~Service revenues – commodity consideration~~ decreased primarily due to lower commodity prices, as well as lower equity NGL processing volumes due to less producer drilling activity and higher ethane rejection. These revenues represent consideration we receive in the form of commodities as full or partial payment for processing services provided. Most of these NGL volumes are sold within the month processed and therefore are offset in ~~Product costs~~ ~~below.~~

~~Product sales~~ decreased primarily due to lower NGL and natural gas prices associated with our marketing and equity NGL sales activities, as well as lower volumes associated with our equity NGL sales activities, partially offset by higher marketing volumes. This decrease also includes lower system management gas sales. Marketing revenues and system management gas sales are substantially offset in Product costs.

Product costs decreased primarily due to lower NGL and natural gas prices associated with our marketing and equity NGL production activities. This decrease also includes lower volumes acquired as commodity consideration for NGL processing services and lower system management gas costs, partially offset by higher volumes for marketing activities.

Processing commodity expenses decreased primarily due to lower natural gas purchases associated with equity NGL production primarily due to lower ~~volumes~~natural gas prices and lower ~~natural gas prices.~~volumes.

Operating and maintenance expenses decreased due to lower employee-related expenses, including the absence of ~~second-quarter~~ 2019 severance and related costs and the associated reduced costs in 2020 (see Note 6 – Other Accruals of Notes to Consolidated Financial Statements) as well as the favorable impact of a change in an employee benefit policy, and lower maintenance and operating primarily due to timing and scope of activities. This decrease was partially offset by higher expenses related to the consolidation of UEOM in March 2019.

Depreciation and amortization expenses increased primarily due to new assets placed in service and the March 2019 consolidation of UEOM, partially offset by lower expense related to assets that became fully depreciated in the fourth quarter of 2019.

Selling, general, and administrative expenses decreased primarily due to lower employee-related expenses, including the absence of ~~second-quarter~~ 2019 severance and related costs and the associated reduced costs in 2020 (see Note 6 – Other Accruals of Notes to Consolidated Financial Statements), as well as the absence of transaction costs associated with our 2019 acquisition of UEOM and the formation of the Northeast JV.

The favorable change in Impairment of certain assets includes the absence of 2019 impairments of certain Eagle Ford Shale gathering assets and certain idle gathering ~~assets.~~assets (see Note 12 – Fair Value Measurements and Guarantees of Notes to Consolidated Financial Statements).

Impairment of goodwill reflects the goodwill impairment charge at Northeast ~~G&P~~JV in 2020 (see Note 12 – Fair Value Measurements and Guarantees of Notes to Consolidated Financial Statements).

The favorable change in Other (income) expense – net within Operating income (loss) includes net favorable changes to charges and credits associated with a regulatory ~~assets and liabilities primarily associated with Transco’s rate case settlement~~asset related to Transco's asset retirement obligations and the absence of a 2019 unfavorable regulatory asset adjustment at ~~Other.~~Other, offset by the absence of a 2019 customer settlement.

The unfavorable change in Operating income (loss) includes the 2020 impairment of goodwill at Northeast G&P, lower deferred revenue amortization at Gulfstar One, the expiration of an MVC agreement in the Barnett Shale region, ~~lower deferred revenue amortization at Gulfstar One,~~ and unfavorable commodity margins primarily reflecting lower NGL sales prices. The unfavorable change was partially offset by higher Northeast JV volumes, the absence of the 2019 impairment of certain assets, lower employee-related

~~Management’s Discussion and Analysis (Continued)~~

expenses, the favorable impacts of the consolidation of UEOM, and the favorable impact from ~~Transco's~~Transco’s expansion ~~projects~~projects.

Management’s Discussion and ~~rate case.~~Analysis (Continued)

Equity earnings (losses) ~~decreased~~changed unfavorably primarily due to our share of the 2020 impairment of goodwill at RMM (see Note 5 – Investing Activities of Notes to Consolidated Financial Statements). and a decrease at OPPL. This decrease was partially offset by increases at Appalachia Midstream Investments and Caiman ~~II.~~II driven by higher volumes.

Impairment of equity-method investments includes impairments of various equity-method investments in 2020, partially offset by the absence of aimpairments of equity method investments in 2019 ~~impairment of UEOM~~ (see Note 12 – Fair Value Measurements and Guarantees of Notes to Consolidated Financial Statements).

The unfavorable change in Other investing income (loss) – net is primarily due to the absence of a 2019 gain on the sale of our equity-method investment in ~~Jackalope.~~Jackalope (see Note 5 – Investing Activities of Notes to Consolidated Financial Statements).

The unfavorable change in Other income (expense) – net below Operating income (loss) ~~is primarily due~~includes lower equity AFUDC, the write-off of a regulatory asset related to a cancelled project, and a 2020 pension plan settlement ~~charge.~~charge, partially offset by the absence of 2019 charges for loss contingencies associated with former operations.

Provision (benefit) for income taxes changed favorably primarily due to lower pre-tax income. See Note 7 – Provision (Benefit) for Income Taxes of Notes to Consolidated Financial Statements for a discussion of the effective tax rate compared to the federal statutory rate for both periods.

The favorable change in Net income (loss) attributable to noncontrolling interests is primarily due to the noncontrolling interests’ share of the first-quarter 2020 goodwill impairment charge at Northeast JV, and lower Gulfstar One results, partially offset by the impact from to the formation of the Northeast JV in June 2019.

Period-Over-Period Operating Results - Segments

We evaluate segment operating performance based upon Modified EBITDA. Note 14 – Segment Disclosures of Notes to Consolidated Financial Statements includes a reconciliation of this non-GAAP measure to Net income (loss). Management uses Modified EBITDA because it is an accepted financial indicator used by investors to compare company performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of our assets. Modified EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP.

Transmission & Gulf of Mexico

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
(Millions)
Service revenues $ 795
$ 808
$ 1,624
$ 1,631
Service revenues – commodity consideration
3
13
8
26
Product sales 36
68
88
150
Segment revenues 834
889
1,720
1,807

Product costs (37 ) (69 ) (89 ) (151 )
Processing commodity expenses (1 ) (5 ) (3 ) (10 )
Other segment costs and expenses (223 ) (269 ) (437 ) (506 )
Proportional Modified EBITDA of equity-method investments 42
44
86
86
Transmission & Gulf of Mexico Modified EBITDA $ 615
$ 590
$ 1,277
$ 1,226

Commodity margins $ 1
$ 7
$ 4
$ 15

~~Management’s Discussion and Analysis (Continued)~~


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Millions)
Service revenues	$	807	$	842	$	2,431	$	2,473
Service revenues – commodity consideration	6		7		14		33
Product sales	46		76		134		226
Segment revenues	859		925		2,579		2,732

Product costs	(47)		(75)		(136)		(226)
Processing commodity expenses	(1)		(2)		(4)		(12)
Other segment costs and expenses	(233)		(227)		(670)		(733)

Proportional Modified EBITDA of equity-method investments	38		44		124		130
Transmission & Gulf of Mexico Modified EBITDA	$	616	$	665	$	1,893	$	1,891

Commodity margins	$	4	$	6	$	8	$	21

Three months ended ~~June~~September 30, 2020 vs. three months ended ~~June~~September 30, 2019

Transmission & Gulf of Mexico Modified EBITDA ~~increased~~decreased primarily due to ~~favorable changes to~~lower ~~Other segment costs and expenses~~Service revenues.

Management’s Discussion and Analysis (Continued)

Service revenues decreased primarily due to:

•A ~~$31~~$32 million decrease due to lower deferred revenue amortization ~~and~~associated with the end of the exclusive use period at Gulfstar ~~One;~~One for the Tubular Bells field;

•A ~~$21~~$12 million decrease due to temporary ~~shut-ins primarily at Perdido and Gunflint~~named windstorm related shut-ins;

•An $11 million decrease due to the absence of a third-quarter 2019 adjustment related to ~~pricing and scheduled maintenance.~~

~~These decreases were partially offset by:~~

~~A $26 million increase in~~ Transco’s ~~natural gas transportation revenues primarily driven by higher revenues from Transco’s expansion projects placed in service and~~general rate case ~~settlement in 2019;~~settlement;

An•A $14 million increase at Gulfstar One associated with higher volumes in the Tubular Bells field due to a new well and higher ~~production.~~production;

•A $13 million increase in Transco’s natural gas transportation revenues associated with Transco’s expansion projects placed in service in 2019 and 2020.

The net sum of Service revenues – commodity consideration,, Product sales, Product costs, and Processing commodity expenses comprise our commodity margins. ~~Our commodity margins associated with our equity NGLs decreased $4 million primarily driven by unfavorable NGL sales volumes and prices. Additionally, the~~The decrease in Product sales includes $23 million of lower system management gas sales and a ~~$21~~$6 million decrease in commodity marketing sales. ~~Marketing~~System management and marketing sales are substantially offset in Product costs and therefore have little impact to Modified EBITDA.

Other segment costs and expenses ~~decreased~~increased primarily due to lower ~~employee-related expenses, including the absence of second-quarter 2019 severance and related costs and the associated reduced costs in 2020 (see Note 6 of Notes to Consolidated Financial Statements)~~equity AFUDC and the absence of ~~$15 million of expense in~~a third-quarter 2019 ~~related to the reversal of expenditures previously capitalized, as well as~~ net favorable ~~changes~~adjustment to charges and credits associated with regulatory assets and liabilities primarily driven by the terms of settlement in Transco’s general rate ~~case. Additionally,~~case, partially offset by lower employee-related expenses, ~~decreased due~~including the absence of third-quarter 2019 severance and related costs (see Note 6 – Other Accruals of Notes to ~~lower maintenance costs.~~Consolidated Financial Statements).

~~Six~~Nine months ended ~~June~~September 30, 2020 vs. ~~six~~nine months ended ~~June~~September 30, 2019

Transmission & Gulf of Mexico Modified EBITDA increased primarily due to favorable changes to Other segment costs and expenses, partially offset by lower Service revenues and Commodity margins.

Service revenues decreased primarily due to:

•A ~~$61~~$92 million decrease due to lower deferred revenue amortization ~~and~~associated with the end of the exclusive use period at Gulfstar ~~One;~~One for the Tubular Bells field;

•A ~~$21~~$34 million decrease due to temporary shut-ins primarily at Perdido and ~~Gunflint~~Gulfstar One related to named windstorms, pricing, and scheduled ~~maintenance.~~maintenance;

~~These decreases were partially offset by:~~

•A ~~$58~~$40 million increase in Transco’s natural gas transportation revenues ~~primarily driven by higher revenues from~~associated with Transco’s expansion projects placed in service in 2019 and ~~rate case settlement in 2019;~~2020;

•A ~~$13~~$30 million increase at Gulfstar One associated with higher volumes in the Tubular Bells field due to a new well and higher production;

~~Management’s Discussion and Analysis (Continued)~~

~~An $11~~•A $17 million increase associated with ~~higher~~volumes from Norphlet ~~volumes.~~placed in service in June 2019.

The net sum of Service revenues – commodity consideration,, Product sales, Product costs, and Processing commodity expenses comprise our commodity margins. Our commodity margins associated with our equity NGLs decreased $8$10 million primarily driven by unfavorable NGL sales prices and volumes. Additionally, the decrease in Product sales includes a ~~$36~~$42 million decrease in commodity marketing sales primarily due to lower NGL prices and $8$31 million lower system management gas sales. Marketing revenues and system management gas sales are substantially offset in Product costs and therefore have little impact to Modified EBITDA.

Other segment costs and expenses decreased primarily due to lower employee-related expenses, including the absence of ~~second-quarter~~ 2019 severance and related costs and the associated reduced costs in 2020, ~~as well as~~the absence of a 2019 charge

Management’s Discussion and Analysis (Continued)

for reversal of costs capitalized in previous periods, and net favorable changes to charges and credits associated with a regulatory ~~assets and liabilities primarily driven by the terms of settlement in Transco’s general rate case, and the absence of $15 million of expense in 2019~~asset related to ~~the reversal of expenditures previously capitalized.~~Transco’s asset retirement obligations. Additionally, expenses decreased due to lower maintenance costs primarily due to a decrease in contracted services ~~mainly~~ related to general maintenance and other testing at ~~Transco. These decreases were~~Transco, partially offset by lower equity AFUDC and higher operating ~~taxes and a 2020 pension plan settlement charge.~~taxes.

Northeast G&P


	Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
	2020			2019			2020			2019				2020		2019		2020		2019
	(Millions)													(Millions)
Service revenues	$	354		$	330		$	712		$	606		Service revenues	$	379	$	353	$	1,091	$	959
Service revenues – commodity consideration	1			3			3			8			Service revenues – commodity consideration	2		1		5		9
Product sales	1			37			30			84			Product sales	12		30		42		114
Segment revenues	356			370			745			698			Segment revenues	393		384		1,138		1,082

Product costs	—			(38		)	(29		)	(85		)	Product costs	(12)		(29)		(41)		(114)
Processing commodity expenses	(1		)	(2		)	(2		)	(5		)	Processing commodity expenses	(1)		(1)		(3)		(6)
Other segment costs and expenses	(111		)	(130		)	(221		)	(231		)	Other segment costs and expenses	(114)		(117)		(335)		(348)

Proportional Modified EBITDA of equity-method investments	126			103			246			225			Proportional Modified EBITDA of equity-method investments	121		108		367		333
Northeast G&P Modified EBITDA	$	370		$	303		$	739		$	602		Northeast G&P Modified EBITDA	$	387	$	345	$	1,126	$	947

Commodity margins	$	1		$	—		$	2		$	2		Commodity margins	$	1	$	1	$	3	$	3

Three months ended ~~June~~September 30, 2020 vs. three months ended ~~June~~September 30, 2019

Northeast G&P Modified EBITDA increased primarily due to higher Service revenues, and increased Proportional Modified EBITDA of equity-method investments~~, and lower~~ ~~Other segment costs and expenses~~.

Service revenues increased primarily due to:

•A ~~$23~~$13 million increase at the Northeast JV related to higher ~~gathering,~~ processing, fractionation, transportation, and ~~transportation~~gathering revenues primarily associated with higher ~~volumes, partially offset by~~volumes;

•A $7 million ~~decrease~~increase associated with ~~lower~~higher gathering volumes ~~at Susquehanna Supply Hub.~~in the Utica Shale region.

Product sales decreased primarily due to lower non-ethane ~~prices~~volumes within our marketing activities. The changes in marketing revenues are offset by similar changes in marketing purchases, reflected above as Product costs,. and therefore have little impact to Modified EBITDA.

Other segment costs and expenses decreased primarily due to lower ~~employee-related~~maintenance and operating expenses, ~~driven~~as well as lower external legal costs. These decreases were partially offset by the absence of ~~second-quarter~~a 2019 ~~severance and related costs (see Note 6 – Other Accruals of Notes to Consolidated~~customer settlement.

~~Management’s Discussion and Analysis (Continued)~~

Financial Statements) and the associated reduced costs in 2020, and the absence of transaction costs associated with the formation of the Northeast JV. Additionally, maintenance and repairs expenses decreased primarily due to timing and scope of activities.

Proportional Modified EBITDA of equity-method investments increased at Appalachia Midstream Investments and Caiman II primarily due to higher volumes, ~~and at Caiman II driven~~partially offset by a ~~gain on early debt retirement~~decrease at ~~Blue Racer Midstream, LLC.~~Laurel Mountain due to $11 million for our share of an impairment of certain assets that were subsequently sold.

~~Six~~Nine months ended ~~June~~September 30, 2020 vs. ~~six~~nine months ended ~~June~~September 30, 2019

Northeast G&P Modified EBITDA increased primarily due to higher Service revenues and increased Proportional Modified EBITDA of equity-method investments, in addition to the favorable impact of acquiring the additional interest ofin UEOM, which is a consolidated entity after the remaining ownership interest was purchased in March 2019, ~~in addition to increased~~and lower ~~Proportional Modified EBITDA of equity-method investments~~Other segment costs and expenses ~~from higher volumes at Appalachia Midstream Investments~~.

Management’s Discussion and ~~Caiman II.~~Analysis (Continued)

Service revenues increased primarily due to:

~~An $84~~•A $96 million increase at the Northeast JV, including ~~$52~~$64 million higher ~~gathering,~~ processing, fractionation, transportation, and ~~transportation~~gathering revenues primarily due to higher volumes and a $32 million increase associated with the consolidation of UEOM, as previously discussed;


•	~~An $11 million increase in reimbursable electricity expenses, which are offset by similar changes in electricity charges, reflected in~~ ~~Other segment costs and expenses~~;

~~A $6~~•An $18 million increase in gathering revenues ~~at Cardinal primarily due to~~associated with higher ~~volumes.~~volumes in the Utica Shale region;

•A $13 million increase in revenues associated with reimbursable electricity expenses, which is offset by similar changes in electricity charges, reflected in Other segment costs and expenses.

Product sales decreased primarily due to lower NGL prices and lower non-ethane volumes within our marketing activities. The changes in marketing revenues are offset by similar changes in marketing purchases, reflected above as Product costs., and therefore have little impact to Modified EBITDA.

Other segment costs and expenses decreased due to lower maintenance and repair expenses and operating expenses primarily due to the timing and scope of activities. Additionally, Other segment costs and expenses decreased due to lower employee-related expenses, including the absence of second-quarter 2019 severance and related costs (see Note 6 – Other Accruals of Notes to Consolidated Financial Statements) and the associated reduced costs in 2020, and the absence of transaction costs associated with our 2019 acquisition of UEOM and the formation of the Northeast JV. ~~Additionally, maintenance and repair expenses and operating expenses decreased primarily due to timing and scope of activities.~~ These decreases were partially offset by higher reimbursable electricity expenses, ~~in addition to~~ increased expenses associated with the consolidation of ~~UEOM.~~UEOM, and the absence of a 2019 customer settlement.

Proportional Modified EBITDA of equity-method investments increased at Appalachia Midstream Investments driven by higher volumes and at Caiman II driven by higher volumes and a gain on early debt retirement. These increases were partially offset by a $16 million decrease as a result of the consolidation of UEOM, as previously ~~discussed.~~discussed, as well as a decrease at Laurel Mountain due to $11 million for our share of an impairment of certain assets that subsequently sold.

West


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Millions)
Service revenues	$	311	$	322	$	938	$	1,049
Service revenues – commodity consideration	32		30		74		116
Product sales	391		389		1,053		1,302
Segment revenues	734		741		2,065		2,467

Product costs	(377)		(382)		(1,026)		(1,294)
Processing commodity expenses	(18)		(13)		(41)		(63)
Other segment costs and expenses	(122)		(130)		(365)		(404)
Impairment of certain assets	—		—		—		(76)
Proportional Modified EBITDA of equity-method investments	30		29		82		83
West Modified EBITDA	$	247	$	245	$	715	$	713

Commodity margins	$	28	$	24	$	60	$	61

Three months ended September 30, 2020 vs. three months ended September 30, 2019

West Modified EBITDA increased primarily due to lower Other segment costs and expenses and higher Commodity margins, partially offset by lower Service revenues.

Management’s Discussion and Analysis (Continued)

Service revenues decreased primarily due to:

~~West~~•A $29 million decrease associated with lower volumes, excluding the Eagle Ford Shale region;

•$14 million associated with various other decreases;

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
(Millions)
Service revenues $ 316
$ 368
$ 627
$ 727
Service revenues – commodity consideration
21
40
42
86
Product sales 303
434
662
913
Segment revenues 640
842
1,331
1,726

Product costs (281 ) (437 ) (649 ) (912 )
Processing commodity expenses (13 ) (19 ) (23 ) (50 )
Other segment costs and expenses (117 ) (138 ) (243 ) (274 )
Impairment of certain assets —
(64 ) —
(76 )
Proportional Modified EBITDA of equity-method investments 24
28
52
54
West Modified EBITDA $ 253
$ 212
$ 468
$ 468

Commodity margins $ 30
$ 18
$ 32
$ 37
•A $21 million increase in the Eagle Ford Shale region due to higher MVC revenue and higher rates, partially offset by lower volumes primarily due to decreased producer activity;

~~Three~~•An $11 million increase associated with a temporary volume deficiency fee from a customer.

The net sum of Service revenues – commodity consideration, Product sales, Product costs, and Processing commodity expenses comprise our commodity margins, which we further segregate into product margins associated with our equity NGLs and marketing margins. Marketing margins increased by $9 million primarily due to favorable changes in net commodity prices. Additionally, product margins from our equity NGLs decreased $5 million.

Other segment costs and expenses decreased primarily due to lower operating costs primarily due to fewer leased compressors, lower maintenance costs primarily due to timing and scope of activities, and lower employee-related expenses in 2020.

Proportional Modified EBITDA of equity-method investments increased primarily due to higher volumes at RMM and Brazos Permian II, partially offset by lower volumes at OPPL.

Nine months ended ~~June~~September 30, 2020 vs. ~~three~~nine months ended ~~June~~September 30, 2019

West Modified EBITDA increased primarily due to the absence ofImpairment of certain ~~asset~~assets s,and lower Other segment costs and expenses~~, and higher~~ ~~Commodity margins~~, partially offset by lower Service revenues.

Service revenues decreased primarily due to:

•A ~~$33~~$72 million decrease driven by lower deferred revenue amortization and MVC deficiency fee revenues associated with the second-quarter 2019 expiration of the MVC agreement in the Barnett Shale region;

•A ~~$22~~$65 million decrease associated with lower volumes, excluding the Eagle Ford Shale region;

•A ~~$17~~$41 million decrease associated with lower rates, excluding the Eagle Ford Shale region, driven by lower commodity pricing in the Barnett Shale region and the expiration of a cost-of-service period on a contract in the Mid-Continent region;

•An $11 million decrease associated with lower fractionation fees driven by lower volumes;

•An $11 million decrease driven by the absence of a favorable 2019 cost-of-service agreement adjustment in the Mid-Continent region;

•A ~~$25~~$72 million increase in the Eagle Ford Shale region due to higher MVC revenue and higher rates, partially offset by lower volumes primarily due to decreased producer activity, including shut-ins on certain gathering systems;

•A $9$20 million increase associated with a temporary volume deficiency fee from a customer.

The net sum of Service revenues – commodity consideration,~~, Product sales, Product costs,~~ ~~and~~ ~~Processing commodity expenses~~ comprise our commodity margins, which we further segregate into product margins associated with our equity NGLs and marketing margins. Marketing margins increased by $25 million primarily due to favorable changes in net commodity prices. The decrease in ~~Product sales~~ ~~includes a $107 million decrease in marketing sales, which is due to lower sales prices, partially offset by higher marketing sales volumes. These decreases are substantially offset in~~ ~~Product costs.~~

~~Additionally, product margins from our equity NGLs decreased $13 million primarily due to:~~

~~Management’s Discussion and Analysis (Continued)~~

~~A $13 million decrease associated with lower sales prices primarily due to 48 percent lower average net realized per-unit non-ethane sales prices;~~

~~A $6 million decrease associated with lower sales volumes primarily due to 14 percent lower non-ethane sales volumes primarily due to less producer drilling activity;~~

~~A $6 million increase related to a decline in natural gas purchases associated with lower natural gas prices and lower equity NGL production volumes.~~

~~Other segment costs and expenses~~ decreased primarily due to lower employee-related expenses driven by the absence of second-quarter 2019 severance and related costs and the associated reduced costs in 2020 (see Note 6 – Other Accruals of Notes to the Consolidated Financial Statements), lower maintenance costs primarily due to timing and scope of activities, and lower operating costs due to fewer leased compressors.

~~Impairment of certain assets~~ decreased primarily due to the absence of a $59 million impairment of certain Eagle Ford Shale gathering assets in 2019 (see Note 12 – Fair Value Measurements and Guarantees of Notes to the Consolidated Financial Statements).

~~Proportional Modified EBITDA of equity-method investments~~ ~~decreased primarily due to lower volumes at OPPL.~~

~~Six months ended June 30, 2020 vs. six months ended June 30, 2019~~

~~West Modified EBITDA~~ ~~includes lower~~ ~~Service revenues~~ ~~and lower~~ ~~Commodity margins,~~ ~~offset by the absence of~~ ~~Impairment of certain assets~~ ~~and lower~~ ~~Other segment costs and expense~~s.

~~Service revenues~~ ~~decreased primarily due to:~~

A $72 million decrease driven by lower deferred revenue amortization and MVC deficiency fee revenues associated with the second-quarter 2019 expiration of the MVC agreement in the Barnett Shale region;

A $40 million decrease associated with lower rates, excluding the Eagle Ford Shale region, driven by lower commodity pricing in the Barnett Shale region and the expiration of a cost-of-service period on a contract in the Mid-Continent region;

~~A $35 million decrease associated with lower volumes, excluding the Eagle Ford Shale region;~~

~~An $11 million decrease driven by the absence of a favorable 2019 cost-of-service agreement adjustment in the Mid-Continent region;~~

A $51 million increase in the Eagle Ford Shale region due to higher MVC revenue and higher rates, partially offset by lower volumes primarily due to decreased producer activity, including shut-ins on certain gathering systems;

~~A $9 million increase associated with a temporary volume deficiency fee from a customer.~~

~~The net sum of~~ ~~Service revenues~~ – ~~commodity consideration~~, Product sales, Product costs, and Processing commodity expenses comprise our commodity margins, which we further segregate into product margins associated with our equity NGLs and marketing margins. Product margins from our equity NGLs decreased ~~$17~~$22 million primarily due to:

•A ~~$24~~$30 million decrease associated with lower sales prices primarily due to 4030 percent lower average net realized per-unit non-ethane sales prices;

Management’s Discussion and Analysis (Continued)

•A ~~$19~~$13 million decrease associated with 1614 percent lower non-ethane sales volumes primarily due to less producer drilling ~~activity as well as lower sales volumes primarily due to 49 percent lower ethane sales volumes resulting from higher ethane rejection;~~activity;

•A ~~$26~~$21 million increase related to a ~~decrease~~decline in natural gas purchases associated with ~~lower~~ equity NGL production ~~volumes and~~due to lower natural gas ~~prices.~~prices and lower equity non-ethane production volumes.

Additionally, marketing margins increased by ~~$12~~$21 million primarily due to favorable changes in net commodity prices. The decrease in Product sales includes a ~~$195~~$194 million decrease in marketing sales, which is due to lower sales prices, partially offset by higher marketing sales volumes. These decreases are substantially offset in Product costs.

Other segment costs and expenses decreased primarily due to lower employee-related expenses driven by the absence of second-quarter 2019 severance and related costs and the associated reduced costs in 2020 (see Note 6 – Other Accruals of Notes to Consolidated Financial Statements), as well as lower operating costs due to fewer leased compressors and lower maintenance costs primarily due to timing and scope of ~~activities, and lower operating costs due to fewer leased compressors.~~activities.

Impairment of certain assets decreased primarily due to the absence of a $59 million impairment of certain Eagle Ford Shale gathering assets and a $12 million impairment of certain idle gathering assets in ~~2019.~~2019 (see Note 12 – Fair Value Measurements and Guarantees of Notes to the Consolidated Financial Statements).

Proportional Modified EBITDA of equity-method investments decreased primarily due to lower volumes at OPPL and the absence of the Jackalope equity-method investment sold in April 2019, partially offset by growth at the RMM and the Brazos Permian II equity-method ~~investment.~~investments.

Other


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(Millions)
Other Modified EBITDA	$	(7)	$	(2)	$	8	$	1

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
(Millions)
Other Modified EBITDA $ 8
$ 7
$ 15
$ 3

~~Six~~Three months ended ~~June~~September 30, 2020 vs. ~~six~~three months ended ~~June~~September 30, 2019

Other Modified EBITDA includes:

•A third-quarter 2020 charge of $8 million for the write-off of a regulatory asset associated with a cancelled project;

•The absence of a third-quarter 2019 $9 million accrual for loss contingencies associated with former operations.

Nine months ended September 30, 2020 vs. nine months ended September 30, 2019

Other Modified EBITDA increased primarily due ~~to the~~to:

•The absence of a first-quarter 2019 $12 million unfavorable adjustment to a regulatory asset associated with an increase in Transco’s estimated deferred state income tax rate following the merger transaction wherein we acquired all of the outstanding common units held by others of our former publicly traded master limited ~~partnership.~~partnership;

•The absence of a third-quarter 2019 $9 million accrual for loss contingencies;

•A third-quarter 2020 charge of $8 million for the write-off of a regulatory asset.

Management’s Discussion and Analysis (Continued)

Management’s Discussion and Analysis of Financial Condition and Liquidity

Outlook

As previously discussed in Company Outlook, our growth capital and investment expenditures in 2020 are currently expected to be in a range from $1.0 billion to $1.2 billion. Growth capital spending in 2020 primarily includes Transco expansions, all of which are fully contracted with firm transportation agreements, and our Bluestem NGL pipeline project in the Mid-Continent region. In addition to growth capital and investment expenditures, we also remain committed to projects that maintain our assets for safe and reliable operations, as well as projects that meet legal, regulatory, and/or contractual commitments. We intend to fund substantially all of our planned 2020 capital spending with cash available after paying dividends. We retain the flexibility to adjust planned levels of growth capital and investment expenditures in response to changes in economic conditions or business opportunities.

During the first half of 2020, we retired approximately $1.5 billion of long-term debt and issued approximately $2.2 billion of new long-term debt. In August 2020, we ~~expect to~~ early ~~retire~~retired our $600 million of 4.125 percent senior unsecured notes that ~~are~~were scheduled to mature in November 2020. In July 2020, we paid $284 million for rate refunds related to Transco’s increased rates collected since the new rates became effective in March 2019. (See Note 13 – Contingent Liabilities of Notes to Consolidated Financial Statements.)

Liquidity

Based on our forecasted levels of cash flow from operations and other sources of liquidity, we expect to have sufficient liquidity to manage our businesses in 2020. Our potential material internal and external sources and uses of liquidity are as follows:



Sources:
			Cash and cash equivalents on hand
			Cash generated from operations
			Distributions from our equity-method investees
			Utilization of our credit facility and/or commercial paper program
			Cash proceeds from issuance of debt and/or equity securities
			Proceeds from asset monetizations

Uses:
			Working capital requirements
			Capital and investment expenditures
			Quarterly dividends to our shareholders
			Debt service payments, including payments of long-term debt
			Distributions to noncontrolling interests

Potential risks associated with our planned levels of liquidity discussed above include those previously discussed in Company Outlook.

Management’s Discussion and Analysis (Continued)

As of ~~June~~September 30, 2020, we had a working capital deficit of ~~$100~~$458 million, including cash and cash equivalents and long-term debt due within one year. Our available liquidity is as follows:

Available Liquidity June 30, 2020
(Millions)
Cash and cash equivalents $ 1,133
Capacity available under our $4.5 billion credit facility, less amounts outstanding under our $4 billion commercial paper program (1) 4,500
$ 5,633


Available Liquidity	September 30, 2020
	(Millions)
Cash and cash equivalents	$	70
Capacity available under our $4.5 billion credit facility, less amounts outstanding under our $4 billion commercial paper program (1)	4,460
	$	4,530

~~(1)~~

In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program. We had no commercial paper outstanding as of June 30, 2020. Through June 30, 2020, the highest amount outstanding under our commercial paper program and credit facility during 2020 was $1.7 billion. At June 30, 2020, we were in compliance with the financial covenants associated with our credit facility.

(1)In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program. We had $40 million of Commercial paper outstanding as of September 30, 2020. Through September 30, 2020, the highest amount outstanding under our commercial paper program and credit facility during 2020 was $1.7 billion. At September 30, 2020, we were in compliance with the financial covenants associated with our credit facility. Borrowing capacity available under our credit facility as of October 29, 2020 was $4.5 billion.

Dividends

We increased our regular quarterly cash dividend to common stockholders by approximately 5 percent from the previous quarterly cash dividends of $0.38 per share paid in each quarter of 2019, to $0.40 per share for the quarterly cash dividends paid in March, June, and ~~June~~September 2020.

Registrations

In February 2018, we filed a shelf registration statement as a well-known seasoned issuer. In August 2018, we filed a prospectus supplement for the offer and sale from time to time of shares of our common stock having an aggregate offering price of up to $1 billion. These sales are to be made over a period of time and from time to time in transactions at then-current prices. Such sales are to be made pursuant to an equity distribution agreement between us and certain entities who may act as sales agents or purchase for their own accounts as principals at a price agreed upon at the time of the sale.

Distributions from Equity-Method Investees

The organizational documents of entities in which we have an equity-method investment generally require distribution of their available cash to their members on a quarterly basis. In each case, available cash is reduced, in part, by reserves appropriate for operating their respective businesses.

Credit Ratings

The interest rates at which we are able to borrow money are impacted by our credit ratings. The current ratings are as follows:

Rating Agency

Outlook

Senior Unsecured

Debt Rating

S&P Global Ratings

Stable

BBB

Moody’s Investors Service

Stable

Baa3

Fitch Ratings

Stable

BBB-

~~In May 2020, Fitch Ratings changed its Outlook from Rating Watch Positive to Stable.~~

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

Management’s Discussion and Analysis (Continued)

Sources (Uses) of Cash

The following table summarizes the sources (uses) of cash and cash equivalents for each of the periods presented (see Notes to Consolidated Financial Statements for the Notes referenced in the table):


	Cash Flow	Six Months Ended June 30,							Cash Flow	Nine Months Ended September 30,
	Category	2020			2019				Category	2020		2019
		(Millions)								(Millions)
Sources of cash and cash equivalents:								Sources of cash and cash equivalents:
Operating activities – net	Operating	$	1,930		$	1,844		Operating activities – net	Operating	$	2,382	$	2,702
Proceeds from long-term debt	Financing	2,196			20			Proceeds from long-term debt	Financing	2,198		36
Proceeds from credit-facility borrowings	Financing	1,700			700			Proceeds from credit-facility borrowings	Financing	1,700		700
Proceeds from commercial paper – net								Proceeds from commercial paper – net	Financing	40		—
Proceeds from sale of partial interest in consolidated subsidiary (see Note 2)	Financing	—			1,330			Proceeds from sale of partial interest in consolidated subsidiary (see Note 2)	Financing	—		1,330
Proceeds from dispositions of equity-method investments (see Note 5)	Investing	—			485			Proceeds from dispositions of equity-method investments (see Note 5)	Investing	—		485

Uses of cash and cash equivalents:								Uses of cash and cash equivalents:
Payments of long-term debt								Payments of long-term debt	Financing	(2,136)		(44)
Payments on credit-facility borrowings	Financing	(1,700		)	(860		)	Payments on credit-facility borrowings	Financing	(1,700)		(860)
Payments of long-term debt	Financing	(1,526		)	(8		)
Common dividends paid	Financing	(971		)	(921		)	Common dividends paid	Financing	(1,456)		(1,382)
Capital expenditures	Investing	(613		)	(919		)	Capital expenditures	Investing	(938)		(1,705)
Purchases of and contributions to equity-method investments								Purchases of and contributions to equity-method investments	Investing	(150)		(361)
Dividends and distributions paid to noncontrolling interests	Financing	(98		)	(68		)	Dividends and distributions paid to noncontrolling interests	Financing	(147)		(86)
Purchases of and contributions to equity-method investments	Investing	(66		)	(242		)
Purchases of businesses, net of cash acquired (see Note 2)	Investing	—			(727		)	Purchases of businesses, net of cash acquired (see Note 2)	Investing	—		(728)
Payments of commercial paper – net								Payments of commercial paper – net	Financing	—		(4)

Other sources / (uses) – net	Financing and Investing	(8		)	4			Other sources / (uses) – net	Financing and Investing	(12)		(4)
Increase (decrease) in cash and cash equivalents		$	844		$	638		Increase (decrease) in cash and cash equivalents		$	(219)	$	79

Operating activities

The factors that determine operating activities are largely the same as those that affect Net income (loss), with the exception of noncash items such as Depreciation and amortization, Provision (benefit) for deferred income taxes, Equity (earnings) losses, Gain on disposition of equity-method investments, Impairment of goodwill, Impairment of equity-method investments, and Impairment of certain assets. Our Net cash provided (used) by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2020, ~~increased~~decreased from the same period in 2019 primarily due to ~~higher~~the net unfavorable changes in net operating ~~income (excluding noncash items as previously discussed)~~working capital in 2020, ~~partially offset by~~including the payment of Transco’s rate refunds in 2020 and the absence of an income tax refund that was received in ~~2019.~~2019, partially offset by higher operating income (excluding noncash items as previously discussed) in 2020.

Off-Balance Sheet Arrangements and Guarantees of Debt or Other Commitments

We have various other guarantees and commitments ~~which~~that are disclosed in Note 4 – Variable Interest Entities, Note 12 – Fair Value Measurements and Guarantees,, and Note 13 – Contingent Liabilities of Notes to Consolidated Financial Statements. We do not believe these guarantees and commitments or the possible fulfillment of them will prevent us from meeting our liquidity needs.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our current interest rate risk exposure is related primarily to our debt portfolio and has not materially changed during the first ~~six~~nine months of 2020.

Item 4. Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Securities Exchange Act of 1934, as amended) (Disclosure Controls) or our internal control over financial reporting (Internal Controls) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our Disclosure Controls and Internal Controls and make modifications as necessary; our intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes during the ~~second~~third quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our Internal Control over Financial Reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Environmental

Certain reportable legal proceedings involving governmental authorities under federal, state, and local laws regulating the discharge of materials into the environment are described below. While it is not possible for us to predict the final outcome of the proceedings ~~which~~that are still pending, we do not anticipate a material effect on our consolidated financial position if we receive an unfavorable outcome in any one or more of such proceedings.

On June 13, 2013, an explosion and fire occurred at our formerly owned Geismar olefins plant and rendered the facility temporarily inoperable (Geismar Incident). On October 21, 2013, the EPA, Region 6, issued an Inspection Report pursuant to the Clean Air Act’s Risk Management Program following its inspection of the facility on June 24 through June 28, 2013. The report notes the EPA’s preliminary determinations about the facility’s documentation

regarding process safety, process hazard analysis, as well as operating procedures, employee training, and other matters.

On June 16, 2014, we received a request for information related to the Geismar Incident from the EPA under Section 114 of the Clean Air Act to which we responded on August 13, 2014. We have worked with the agency to resolve these matters and in the second half of 2019, entered into a Stipulation of Settlement, which includes a penalty of $750,000 that will be due within thirty days of the ~~Court’s~~court’s entry of the settlement. The ~~Court~~court set a fairness hearing on the settlement for December 11, 2019. Prior to the scheduled hearing, the ~~Court~~court continued the hearing without setting a new date.

On May 5, 2017, we entered into a Consent Order with the Georgia Department of Natural Resources, Environmental Protection Division (GADNR) pertaining to alleged violations of the Georgia Water Quality Control Act and associated rules arising from a permit issued by GADNR for construction of Transco’s Dalton expansion project. Pursuant to the Consent Order, we paid a fine of $168,750 and agreed to a Corrective Action Plan. On March 26, 2020, the GADNR issued a closure letter to Transco approving the final Corrective Action Plan implementation and acknowledging that all conditions of the Consent Order have been achieved.

On January 19, 2016, we received a Notice of Noncompliance with certain Leak Detection and Repair (LDAR) regulations under the Clean Air Act at our Moundsville Fractionator Facility from the EPA, Region 3. Subsequently, the EPA alleged similar violations of certain LDAR regulations at our Oak Grove Gas Plant. On March 19, 2018, we received a Notice of Violation of certain LDAR regulations at our former Ignacio Gas Plant from the EPA, Region 8, following an on-site inspection of the facility. On March 20, 2018, we also received a Notice of Violation of certain LDAR regulations at our Parachute Creek Gas Plant from the EPA, Region 8. All ~~Notices~~such notices were subsequently referred to a common attorney at the Department of Justice (DOJ). We are exploring global resolution of the claims at these facilities, as well as alleged violations at certain other facilities, with the DOJ. Global resolution would include both payment of a civil penalty and an injunctive relief component. We continue to work with the DOJ and the other agencies to resolve these claims, whether individually or globally, and negotiations are ongoing.

On September 2, 2020, we entered into a Consent Assessment of Civil Penalty with the Commonwealth of Pennsylvania, Department of Environmental Protection resolving permit violations observed by the Department and County Conservation Districts during the construction of our Atlantic Sunrise Project. The violations were largely attributable to the severe rain events we experienced during construction of the project. Pursuant to the Consent Assessment, we paid $736,294 as a civil penalty and contributed $100,000 to fund a community environmental project.

Other environmental matters called for by this Item are described under the caption “Environmental Matters” in Note 13 – Contingent Liabilities of Notes to Consolidated Financial Statements included under Part I, Item 1. Financial Statements of this report, which information is incorporated by reference into this Item.

Other litigation

The additional information called for by this Item is provided in Note 11 – Stockholders’ Equity and Note 13 – Contingent Liabilities of Notes to Consolidated Financial Statements included under Part I, Item 1. Financial Statements of this report, which information is incorporated by reference into this Item.

Item 1A. Risk Factors

Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019, includes risk factors that could materially affect our business, financial condition, or future results. Those Risk Factors have not materially changed, except as they were supplemented or modified pursuant to Part II, Item 1A. in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Item 6. Exhibits


Exhibit No.				Description

~~Exhibit~~ ~~No.~~ 2.1			—	~~Description~~

~~2.1~~	—	Agreement and Plan of Merger dated as of May 16, 2018, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P., and WPZ GP LLC (filed on May 17, 2018 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
2.2			—	Amendment No 1. to Agreement and Plan of Merger dated as of May 1, 2016, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC , and Energy Transfer Equity GP, LLC (filed on May 3, 2016 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
2.3			—	Agreement and Plan of Merger dated as of September 28, 2015, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC , and Energy Transfer Equity GP, LLC (filed on October 1, 2015 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
3.1			—	Amended and Restated Certificate of Incorporation as supplemented (filed on May 26, 2010, as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
3.2			—	—	Certificate of Designations of Series B Preferred Stock of The Williams Companies, Inc. (filed on July 17, 2018 as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
3.3			—	—	Certificate of Amendment dated August 10, 2018 (filed on August 10, 2018 as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
3.4			—	By-Laws (filed on January 20, 2017 as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
3.5			—	Certificate of Designations of Series C Participating Preferred Stock of The Williams Companies, Inc. (filed on March 20, 2020 as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8‑K (File No. 001-04174) and incorporated herein by reference).
~~4.1~~31.1*			—	Rights Agreement, dated as of March 20, 2020, between The Williams Companies, Inc. and Computershare Trust Company, N.A., as Rights Agent, which includes for Form of Certificate of Designation of Series C Participating Cumulative Preferred Stock of The Williams Companies, Inc. as Exhibit A, the Summary of Terms of the Rights Agreement as Exhibit B and the Form of Rights Certificate as Exhibit C (filed on March 20, 2020 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8‑K (File No. 001-04174) and incorporated herein by reference).
~~4.2~~	—	Indenture, dated as of May 8, 2020, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 8, 2020 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
~~4.3~~	—	Third Supplemental Indenture, dated as of May 14, 2020, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 14, 2020 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
~~10.1~~	—	Registration Rights Agreement, dated May 8, 2020, among Transcontinental Gas Pipe Line Company, LLC and the initial purchasers listed therein (filed on May 8, 2020 as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
31.1*	—	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S‑K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

—

~~Exhibit~~

~~No.~~

~~Description~~

31.2*

—

Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32**

—

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

—

XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH*

—

XBRL Taxonomy Extension Schema.

101.CAL*

—

XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*

—

XBRL Taxonomy Extension Definition Linkbase.

101.LAB*

—

XBRL Taxonomy Extension Label Linkbase.

101.PRE*

—

XBRL Taxonomy Extension Presentation Linkbase.

104*Exhibit
No.

—

Description

104*

—

Cover Page Interactive Data File. The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).


*	* Filed herewith.


**	~~Furnished herewith.~~


§	~~Management contract or compensatory plan or arrangement.~~

** Furnished herewith.

§ Management contract or compensatory plan or arrangement.

SIGNATURE

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



			THE WILLIAMS COMPANIES, INC.
			(Registrant)

			/s/ John D. Porter
			John D. Porter
			Vice President, Controller, and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)

~~August 3,~~November 2, 2020



	June 30, 2020			December 31, 2019
	(Millions, except per-share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	1,133		$	289
Trade accounts and other receivables	917			1,002
Allowance for doubtful accounts	(10		)	(6		)
Trade accounts and other receivables – net	907			996
Inventories	134			125
Other current assets and deferred charges	164			170
Total current assets	2,338			1,580
Investments	5,155			6,235
Property, plant, and equipment	42,092			41,510
Accumulated depreciation and amortization	(12,955		)	(12,310		)
Property, plant, and equipment – net	29,137			29,200
Intangible assets – net of accumulated amortization	7,609			7,959
Regulatory assets, deferred charges, and other	1,104			1,066
Total assets	$	45,343		$	46,040
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	769		$	552
Accrued liabilities	1,043			1,276
Long-term debt due within one year	626			2,140
Total current liabilities	2,438			3,968
Long-term debt	22,323			20,148
Deferred income tax liabilities	1,729			1,782
Regulatory liabilities, deferred income, and other	3,773			3,778
Contingent liabilities (Note 13)
Equity:
Stockholders’ equity:
Preferred stock	35			35
Common stock ($1 par value; 1,470 million shares authorized at June 30, 2020 and December 31, 2019; 1,248 million shares issued at June 30, 2020 and 1,247 million shares issued at December 31, 2019)	1,248			1,247
Capital in excess of par value	24,343			24,323
Retained deficit	(12,197		)	(11,002		)
Accumulated other comprehensive income (loss)	(176		)	(199		)
Treasury stock, at cost (35 million shares of common stock)	(1,041		)	(1,041		)
Total stockholders’ equity	12,212			13,363
Noncontrolling interests in consolidated subsidiaries	2,868			3,001
Total equity	15,080			16,364
Total liabilities and equity	$	45,343		$	46,040



Balance – March 31, 2019	$	35	$	1,246	$	24,703		$	(10,270	)	$	(267	)	$	(1,041	)	$	14,406		$	1,319		$	15,725
Net income (loss)	—		—		—			310			—			—			310			14			324
Other comprehensive income (loss)	—		—		—			—			2			—			2			—			2
Cash dividends – common stock ($0.38 per share)	—		—		—			(461		)	—			—			(461		)	—			(461		)
Dividends and distributions to noncontrolling interests	—		—		—			—			—			—			—			(27		)	(27		)
Stock-based compensation and related common stock issuances, net of tax	—		—		17			—			—			—			17			—			17
Sale of partial interest in consolidated subsidiary (Note 2)	—		—		—			—			—			—			—			1,333			1,333
Changes in ownership of consolidated subsidiaries, net (Note 2)	—		—		(425		)	—			—			—			(425		)	566			141
Contributions from noncontrolling interests	—		—		—			—			—			—			—			28			28
Other	—		—		1			(2		)	—			—			(1		)	—			(1		)
Net increase (decrease) in equity	—		—		(407		)	(153		)	2			—			(558		)	1,914			1,356
Balance – June 30, 2019	$	35	$	1,246	$	24,296		$	(10,423	)	$	(265	)	$	(1,041	)	$	13,848		$	3,233		$	17,081



	June 30, 2020		December 31, 2019
	(Millions)
Accounts receivable related to revenues from contracts with customers	$	749	$	890
Other accounts receivable	158		106
Total reflected in Trade accounts and other receivables – net	$	907	$	996



	Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
	(Millions)
Other Modified EBITDA	$	8	$	7	$	15	$	3